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YP Annual Report 2017

Jun 28, 2018

51950_rns_2018-06-28_e7903861-51fa-4dc4-b58f-c72825090782.pdf

Annual Report

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Stock Code: 2023

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Annual Report 2017 (Translation)

Information uploaded to: http://sii.twse.com.tw Open information website: http://mops.twse.com.tw Related Information: Same as above.

Published date: May 15, 2018

I. Names, titles and contact info of the Company's spokesperson and deputy spokesperson: Spokesperson: Lin-Maw Wu Title: President Tel: (07)611-7181 E-mail: [email protected]

Deputy spokesperson: Yung-Hsien Chen

Title: Vice President - Finance Tel: (07)611-7181 E-mail: [email protected]

II. Address and Contact of Head Office and Plant:

Head Office: No.369, Yuliao Rd., Qiaotou Dist., Kaohsiung City 825, Taiwan (R.O.C.) Tel: (07)611-7181 Factory: No.369, Yuliao Rd., Qiaotou Dist., Kaohsiung City 825, Taiwan (R.O.C.) (Kaohsiung Plant) Tel: (07)611-7181 Factory: No.297, Yuliao Rd., Qiaotou Dist., Kaohsiung City 825, Taiwan (R.O.C.) (Kaohsiung Plant) Tel: (07)611-7181 Factory: No.6, Gongye 6th Rd., Pingtung City, Pingtung County 900, Taiwan (R.O.C.) (Pingtung Plant) Tel: (08)755-0979 Factory: No.909, Fuxing Rd., Luzhu Dist., Kaohsiung City 821, Taiwan (R.O.C.) (Luzhu Plant) Tel: (07)697-4428 Factory: No.600, Zhong’an Rd., Yanchao Dist., Kaohsiung City 824, Taiwan (R.O.C.) (Yancao Plant) Tel: (07)616-3001

III. Name, address, website, and telephone of stock transfer agency:

Name: Shareholder Service Dept., Taipei Office, Yieh Phui Enterprise Co., Ltd Address: 15F., No.30, Beiping E. Rd., Zhongzheng Dist., Taipei City 100, Taiwan (R.O.C.) Company website: www.yiehphui.com.tw Tel: (02)2395-6780

IV. Contact Information of the Certified Public Accountants for the Latest Financial Report

Name of CPAs: Ling-Wen Huang, Jen-Yao Hsieh Name of Accounting Firm: Crowe Horwath (TW) CPAs Address: 27F., No.6, Siwei 3rd Rd., Lingya Dist., Kaohsiung City 802, Taiwan (R.O.C.) Website: www.crowehorwath.net/tw Tel: (07)331-2133

V. Overseas Trade Places for Listed Negotiable Securities:

Listing location: None Ways for query: None

  • VI. Company website: www.yiehphui.com.tw

Table of Contents

Chapter 1 Letter to Shareholders ..................................................................................... 1

Chapter 2 Company Profile................................................................................................9
I. Date of Establishment .................................................................................................9
II. Corporate History .......................................................................................................9
Chapter 3 Corporate Governance Report....................................................................14
I. Organization ...............................................................................................................14
II. Information on the Directors, President, Vice Presidents, Associate Managers, and
Supervisors of Departments and Branch Offices ........................................................16
III. Compensations to Directors, President and Vice Presidents ......................................35
IV. Implementation of Corporate Governance .................................................................46
V. Information on the CPA Expenses ..............................................................................93
VI. Information on Switching CPA ...................................................................................94
VII. The Company's Chairman, President, or Managers of Finance or Accounting Who
Have Worked in the Firm of the CPA(s) or Its Affiliates within the Latest Fiscal
Year .............................................................................................................................94
VIII. Transfer or Pledge of Shares by the Company's Directors, Executive Officers and
Stockholders with More Than 10% of the Company's Shares ...................................95
IX. Information on the Top 10 Holders of the Company's Shares Who Are Identified as
Related Parties, Spouse or Relative within Second-Degree of Kinship .......................97
X. Information on the Number of Shares of the Company Invested by the Company,
any of the Company’s Directors and Supervisors and Executive Officers or a
Company Directly or Indirectly Controlled by the Company and Consolidated
Percentage of Shareholding ..........................................................................................104
Chapter 4 Funding Status...................................................................................................106
I. Capital and Shares ......................................................................................................106
(I)
Source of Share Capital .....................................................................................106
(II)
Structure of Shareholders ..................................................................................109
(III)
Conditions of Share Distribution ......................................................................110
(IV)
List of Major Shareholders ................................................................................111
(V)
Fair Market Value, Net Worth, Profit, Dividend per Share and Other Relevant
Information for the Most Recent Two Years .....................................................112
(VI)
Company Dividend Policy and Implementations .............................................113
(VII)
Effect upon Business Performance and Earnings per Share of any Stock
Dividend Distribution Proposed or Adopted at the Most Recent Shareholders’
Meeting .............................................................................................................115
(VIII) Compensation to Employees and Directors ......................................................116
(IX)
Repurchase of Shares by the Company .............................................................117
II. Issuance of Corporate Bonds ......................................................................................117
III. Issuance of Preferred Shares .......................................................................................117
IV. Issuance of Depository Receipts .................................................................................117
V. Employee Warrants .....................................................................................................117
VI. Status of New Share Issuance in Connection with Mergers and Acquisitions ...........117
VII. Implementation of the Capital Utilization Plan ..........................................................117
Chapter 5 Operational Highlights....................................................................................118
I. Business Content ........................................................................................................118
(I)
Scope of Business .............................................................................................118
(II)
Industry Overview .............................................................................................123
(III)
Overview of Technology and R&D ..................................................................124
(IV)
Short- and Long-Term Business Development Plans .......................................126
II. Overview of Market, Production and Sales ................................................................126
(I)
Market Analysis ................................................................................................126
(II)
Usage and Manufacturing Processes for the Company's Main Products ..........129
(III)
The Supply Status of the Major Raw Materials ................................................132
(IV)
Information of Customers that Contribute More Than 10% of Total
Purchase/Sales in the Most Recent Two Years ..................................................133
(V)
Production Volume and Value of the Last Two Years .......................................135
(VI)
Sales Volume and Value of the Last Two Years ................................................136
III. Employee Information ................................................................................................137
IV. Environmental Expenditures ......................................................................................137
V. Labor-management Relations .....................................................................................139
VI. Important Contracts ....................................................................................................142
Chapter 6 Financial Conditions........................................................................................143
I. Condensed Balance Sheet and Consolidated Income Statement for the Last Five
Years ...........................................................................................................................143
II. Financial Analysis of the Last Five Years ...................................................................148
III. The Audit Committee’s Audit Report on the Most Recent Fiscal Year ......................154
IV. Last Fiscal Year's Consolidated Financial Statements of the Parent Company and
Subsidiaries Audited and Attested by the CPA ...........................................................155
V. Individual Financial Statement for Last Fiscal Year ...................................................278
VI. Impact on the Company's Financial Status due to Financial Difficulties Experienced
by the Company and Its Related Companies during the Last Fiscal Year up to the
Publication Date of This Report .................................................................................415
Chapter **7 ** Review, Analysis, and Risks of Financial Status and Performance 416
I. Financial Status ...........................................................................................................416
II. Financial Performance ................................................................................................417
III. Cash Flow ...................................................................................................................421
IV. Major Capital Expenditures in the Last Fiscal Year and Their Impact on the
Company's Financial Affairs ......................................................................................422
V. Investment Policies for the Last Fiscal Year, the Main Reasons for the Profits or
Losses Generated thereby, Improvement Plans, and Investment Plans for the
Coming Year .................................................................................................................422
VI. Risk Analysis and Review ..........................................................................................424
VII. Other Important Issues ................................................................................................427
Chapter **8 ** Special Items.......................................................................................................428
I. Affiliation Information ...............................................................................................428
II. Private Placement of Securities ..................................................................................444
III. Holding or Disposal of the Company's Shares by Subsidiaries ..................................444
IV. Other Required Disclosures ........................................................................................444

Chapter 9 Any Event which has a Material Impact on Shareholders' Rights and Interests or the Company’s Securities as Prescribed in Article 36, Paragraph 3, Subparagraph 2 of the Securities and Exchange Act that have Occurred from Last Year to the Printing Date of This Report ............................................................................................................ 445

Chapter 1Letter to Shareholders

Dear Shareholders,

With China’s fully implementation of its policies regarding steel production capacity reduction and environmental governance in 2018, the outlook for our operation is prudently optimistic.

According to "Global Economic Prospects" figures published by the World Bank in January 2018, global economic growth rate for 2017 is revised to 3.7%, which is 0.1 percentage point higher than projected in October 2017, and 0.5 percentage point higher than the estimate of 3.2% in 2016. Forecasts for the 2018 and 2019 global economic growth rates are also revised upward by 0.2 percentage point to 3.9%. The figures indicate that the global economic climate is embarking on an upward trend.

Tax reforms launched by Donald Trump, the U.S. president, are expected to provide a lift to the economic activities. The corporate tax cut is expected to deliver an increase in investment by U.S. corporates in the short run. The tax policy shifts are expected to have a cumulative positive effect on the U.S. economic growth by 1.2% before 2020. In addition, the U.S. economy is currently at its third longest expansion period, with unemployment rates and inflation rates near a record low. Aided with the market perception that U.S. Federal Reserve Bank (Fed) is likely to hike its policy interest rates three times (or, even four times), the U.S. economy is expecting a stable recovery of economic growth.

According to forecasts from the World Steel Association (WSA), global demands in 2018 for steel will increase by 1.6% to 1.648 billion tonnes, with significant increases in Europe and Asia. According to the European Steel Association (EUROFER), steel demands in 2018 in the Europe markets will see a growth, steel-using sectors will continue a robust performance, and the steel consumption volumes in EU, contributed by stable demands from manufacturing and construction industries, will grow by 1.9% in 2018, roughly the same increment as in 2017.

In recent years, the countries in Europe and Americas alike have taken on various policies to block the export of cheap steel products from China. Protectionism in steel trading is growing, dragging the exports of other Asian countries. In addition, China has officially launched the slogan of “supply-side reform” at end of 2015, implementation of which includes expanding de-capacity actions to steel, coal, cement, glass, and aluminum. In 2017, it further implemented policies on eliminating substandard steels, and on contracting steel production volumes during the heating season for environmental purposes. According to the Thirteenth Five-Year Plan, the steel industry will reduce the production capacity of crude steel by 100 million to 150 million tons by 2020. With the prices of coal and steel rising from the bottom, driving the international steel prices to stability and in

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turn raising consumer confidence, global steel markets had seen a firming growth.

China’s production volume of crude steel in 2017 increased a mild 2.9% to 832 million tons from 808 million tons in 2018, suggesting that the production capacity of crude steel had reached its peak. The export volume came to 75.43 million tons, a decline of 33 million tons and a shrink of 30.4% as compared to 2016, indicating that its steel export had diminished menace to (and effects on) the global markets.

Looking into 2018, with the global economy on a continuously growth footing, the steel market in general is expected to continue trending upward. Although the global steel market is still speedily shifting and full of uncertainties, Yieh Phui is fully prepared to cope with such challenges with its innovative practices.

I. The Outline of the Operation of 2017

Comparing 2017 with 2016, the volume of Yieh Phui increases 7.32% and that of revenue is NT$5.312 billion, while that of Yieh Phui (China) is NT$11.585 billion due to new production line and the increase in steel price. The volume of Yieh Hsing rises and the increase in revenue is NT$720 million. Overall, the consolidated revenue is NT$71.159 billion, an increase of 34.65% compared to the previous year of NT$52.847 billion. The consolidated net income after tax is NT$1.345 billion, a reduction of 43.44% from NT$2.379 billion of last year, of which NT$1.367 is for the mother company, comparing with last year of NT$2.502 billion, a reduction of 45.35%.

1. The Performance of Business Plan

Consolidated Information of Financial Statements

Unit : NT$ in (000)

Year
Item
2017 2016 Changes Changes%
Operating Revenue 71,158,662 52,847,410 18,311,252
34.65
Operating Costs 64,859,279 45,641,051 19,218,228
42.11
Gross Operating Profit (Loss) 6,299,383 7,206,359 -906,976
-12.59
Operating Expenses 4,088,009 3,362,322 725,687
21.58
Net Operating Profit (Loss) 2,211,374 3,844,037 -1,632,663
-42.47
Non-operating Revenue and
Expenses
-406,009 -471,965 65,956
13.97
Net Profit (Loss) before Tax 1,805,365 3,372,072 -1,566,707
-46.46
Income Tax Expenses 460,055 993,527 -533,472
-53.69
Net Profit (Loss) after Tax 1,345,310 2,378,545 -1,033,235
-43.44
Other Comprehensive Income
(net)
-504,626 -904,716 400,090
44.22
Total Amount of Comprehensive
IncomeinthisTerm
840,684 1,473,829 -633,145
-42.96

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Net Profit that Belongs to the
Ownerof theParentCompany
1,367,405
2,502,005

-1,134,600

-45.35
Net Profit that Belongs to the
Non-controllingInterests
-22,095 -123,460 101,365
82.10
Total Amount of Comprehensive
ncome that Belongs to the Owner
of theParentCompany
878,961 1,612,620 -733,659
-45.49
Total Amount of Comprehensive
ncome that Belongs to the
Non-controllingInterests
-38,277 -138,791 100,514
72.42

Financial Information of the Company

Year
Item
2017 2016 Changes Changes%
Operating Revenue 29,179,218 23,867,665 5,311,553
22.25
Operating Costs 25,389,583 20,009,747 5,379,836
26.89
Gross Operating Profit
(Loss)
3,789,635 3,857,918 -68,283
-1.77
Operating Expenses 2,328,306 1,793,191 535,115
29.84
Net Operating Profit
(Loss)
1,461,329 2,064,727 -603,398
-29.22
Non-operating Revenue
andExpenses

208,432
948,024 -739,592
-78.01
Net Profit (Loss) before
Tax

1,669,761
3,012,751 -1,342,990
-44.58
Income Tax Expenses 302,356 510,746 -208,390
-40.80
Net Profit (Loss) after
Tax
1,367,405
2,502,005

-1,134,600

-45.35
  1. Execution of the Budget: Yieh-Phui has not disclosed financial guidance and is not applicable to the rules on disclosing the execution of the budget.

  2. Analysis of the Revenue/Expenditure and Profitability:

Consolidated Financial Report Information

Consolidated Financial Report Information
Item 2017 2016
Net cash inflow of operating activities (thousand -1,462,060 3,375,039
dollars)
Equity/Assets (%) 33.98 36.87
Liabilities/Assets (%) 66.02 63.13
Long-term Funds accounting for the ratio of real 152.91 153.50
estates, plantsand equipment(%)
Current ratio(%) 100.90 102.10
Quick ratio(%) 52.82 58.52
Return on assets(%) 2.69 3.83
Return on equity (%) 4.49 8.03
Netprofit margin(%) 1.89 4.50

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Item 2017 2016
Earningsper share(dollar) 0.75 1.46
Number of shares bythe end of theyear(share) 1,821,176,011 1,718,090,576

Financial Information of the Company

Financial Information of the Company
Item 2017 2016
Net cash inflow of operating activities (thousand
dollars)
537,316 2,003,887
Equity/Assets (%) 54.65 57.09
Liabilities/Assets (%) 45.35 42.91
Long-term Funds accounting for the ratio of real
estates, plants and equipment (%)
473.70 434.09
Current ratio(%) 73.79 74.03
Quick ratio(%) 38.28 38.51
Return on assets(%) 3.42 5.98
Return on equity (%) 4.94 9.37
Netprofit margin(%) 4.69 10.48
Earningsper share(dollar) 0.75 1.46
Number of shares bythe end of theyear(share) 1,821,176,011 1,718,090,576
  1. The Summary for Research and Development

Starting from 2007, Yieh Phui has developed the market for coated steel to be used for household appliances and has been recognized by famous appliance producers such as Whirlpool, Fisher &Paykel, SHARP, and Panasonic.

Confronting with fierce market competition, Yieh Phui has been vigorously developing high end quality products for high end market and cooperating with Japanese steel firms to expand in the overseas market. We have seen good results from this collaboration since December 2013 with the volume increasing each month every year, contributing to our earnings and expecting the cumulative total sales to reach 120,000 tons landmark in 2017.

On product differentiation, Yieh Phui has successfully developed anti-microbial metallic coated steel sheets – regular spangle, used for the pipes for air-conditioning, and gained recognition by the public construction projects of Hong Kong, such as MRT and hospitals, and those of Macao. Yieh Phui continues to develop other high end prepainted steel sheets and Al-Zn coated steel sheets for inner panels of ovens. The sales have steadily increased in 2016 and expected to expand in the projects of other appliances. In addition, Yieh Phui has finalized the production of Printed Prepainted Steel Sheets (wood & hairline patterns) for special applications in the industry and will deliver those products in 2017, enhancing the market prospect and the diversity of our offers. In 2017, Yieh Phui plans to develop coated steel with anti-microbial plus and anti-fingerprint treatment to be used in ducting and green construction materials in hospitals and luxurious residences, enhancing market expansion and product diversification.

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The trend of globalization has triggered the EU to issue the regulation of RoHS and WEEE, which focus on the recycling of electronic appliances, environment friendly production and their re-use. This policy has won the recognition of the whole world and Yieh Phui has developed products compliant with those regulations and earned big and long-term orders of major appliance producers. Later on in 2007 the EU issued REACH, controlling 16 ingredients in the materials, mixtures and products exporting to EU that may cause cancers, deformation and toxicity to the human reproductive system. Up to the end of 2016, there have been 173 such items and they have been put into Yieh Phui’s quality control and auditing system to protect the environment and the health of consumers. In September 2018, EU may have new environmental instructions on construction materials like metallic and color coated steel sheets. The company has been aggressively and speedily developing multi-combination and multi-purpose products with suppliers of surface treatment and paints, becoming the first among Taiwan’s competitors to produce outdoor environmentally protective coated steel products. Yieh Phui will cooperate with the sales channels of the supply chain of dealers and roll formers, making sure that our products will reach the world market seamlessly and in a timely fashion to score another great performance in expansion and sales.

II. Overview of 2017 business plan:

1. Business Strategy

Yieh Phui has been developing the global market for many years and achieved a system of order transfer that makes us far more flexible than domestic competitors. With a well-developed distribution system, we will continue to secure the established distribution channels and existing customers and expand into the niche markets through a series of sales strategies, including developing niche products, actively seeking strategic alliances and expanding market shares, aiming to reach multiple targets in deeper and broader scope.

Although, under the global marketing strategy, the Company sets its goal for domestic sales at 35%, we have never neglected the development of the domestic market. As always, we actively provide assistance to our downstream processing service providers to minimize the risks of unstable quality, poor capital flow, delayed shipment and exchange rate fluctuation. Our active approach directly enhanced our market competitiveness. In the future the Company will continue to develop the domestic market with our advantages in 6 quality and services and create a win-win business environment for both the Company and our customers.

At the current stage, over 65% of the Company's total sales come from exports. Therefore, the movement of the global market drives the Company's performance. Taiwan has been marginalized in the AFTA (ASEAN Free Trade Area) as China signs FTAs with Japan and South Korea. In addition, anti-dumping and safeguard actions taken by Australia, Thailand,

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Indonesia, and the US announced the rising of protectionism. These events highlighted the disadvantageous position of Taiwan in the chain of global trade. Therefore, in addition to urging the government to sign FTA with our trade partners, we will continue to consolidate the resources in the steel industry and seek ways to lower the cost of sales to help our customers and our Company maximize market competitiveness in the global steel industry.

2. Expected sales and marketing strategies:

The Company’s projected sales for 2018 include galvanized steel sheets at 792,307 tons, pre-painted steel sheets at 281,448 tons, rolled steel coils at 980 tons, steel structure engineering at 36,000 tons, crane equipment 48 units and others (sale and purchase, OEM and scraps) at 160,240 tons. The total comes to 1,270,975 tons and 48 units of cranes.

The Company’s (consolidated) projected sales for the major products in 2018 include: galvanized steel sheets at 1,296,307 tons, pre-painted steel sheets at 564,448 tons, rolled steel sheets at 571,980 tons, steel structure engineering at 36,000 tons, crane equipment 48 units, wires at 305,700 tons, stainless steel at 81,300 tons, steel pipes at 158,500 tons and other products at 192,414 tons. With our advantages in quality, secured distribution channels, highly flexible distribution and comprehensive services, the Company strives to achieve the goals set for 2018.

III. Corporate Strategies for Future Development

The vision of Yieh Phui is to become the best steel maker and service provider in the world. To achieve this goal and with the TPM Campaign reaching the fifth stage, Yieh Phui Production & Service System (YPS) will move forward from the fourth stage of “YPS=TPM+MOT” to the fifth “YPS is excellent, TPM is perfect and MOT is outstanding”. Since 2013, Yieh Phui has started a series of changes to deal with the volatility of the steel market. Thus, 2013 is the very first year of Yieh Phui to start the “campaign for changes”. The slogan for the year is “adapting to the trend of steel market, changing the attitude and eager to change”. The slogan for the second year, 2014, is “change and more changes, better than better.” As the campaign reaches the third year, the slogan becomes there is “Just as water retains no constant shape, so in warfare there are no constant conditions. Change with constantly changing conditions. Changes are normality.” We must endeavor to make all necessary adjustments. For the efforts of the past three years, the corporate culture of Yieh Phui has evolved and reached a landmark of being awarded the “Advanced Special Award for TPM Achievement”. The YPS campaign has evolved from “touching service” to “supreme service”. Thus, the campaign for changes has now been turned to innovation and 2016 is the first year of innovation with the slogan “catalyzing creativity through learning and modeling--changing and

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improving,” short for utilization, learning from others, collaboration and innovation. 2017 is the second year of innovation and the slogan is “keep innovating and expanding product and service differentiation, creating greatest value for customers and Yieh Phui”. 2018 is the third year of innovation with the slogan of “new epoch, new realities, new thinking, and new forms commit to growth not only in volume but value.”

With excellence in production and outstanding services to promote sales and explore potential markets, the company will continue to innovate to offer more differentiation in products, services and marketing, creating the best value for customers and Yieh Phui coupled with enhancing the satisfaction for services and targeting the sales level of individual positions. In addition to satisfying the demand of customers and outstanding services, the company will make every effort to reduce the cost of sales and increase profitability.

In addition to Yieh Phui’s steady growth in Taiwan, since 2015 Yieh Phui (China) has expanded its operation in Changshu Economic Development Zone, Jiangsu, China, producing one million tons of cold-rolled steel sheets for automobiles and 400,000 tons of hot-dip galvanized steel sheets for automobiles, advancing its technology in the market of steel sheets for automobiles. The first stage of this expansion of pickling and tandem cold mill (PLTCM) had been finished and started production on February 15, 2015, while the production of continuous annealing line (CAL) was done on August 15, 2015, No. 3 continuous coil coating line on February 21, 2017, and No. 4 continuous hot-dip galvanizing line has been available on January 18, 2018. Besides aiming for the 700,000 car market in Riverside Industrial Park, Changshu, Yieh Phui (China) also focuses on the market of cars and car parts around the world. China is a member of ASEAN and its steel enjoys preferential tariff treatment. As a result, the steel products in China are more competitive than those produced in Taiwan for the sale in ASEAN. Then, the production of coated steel sheets in Yieh Phui (China) will reach 1.3 million tons, equivalent to Yieh Phui’s once highest record of 1.3 million tons in Taiwan. For the combined eight production lines of hot-dip galvanizing lines in Taiwan and China, the capacity will reach 2.6 million tons.

IV. Impact from competition, legal environment, and overall economy

The effects of fast expansion of China’s crude steel capacity and steel exports have sparked trade protectionism measures within the international community. In response, China proposed its supply-side reforms in 2015, forcefully implemented the de-capacity policy in 2016, and eliminated substandard steel and imposed a capacity ceiling by the year-end (when it’s the heating season) in 2017. Looking into 2018, when China’s policies dedicated to production cuts and environmental governance are assured, the operating pressure of the global steel industry is likely to diminish.

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In Taiwan's domestic market, cheap imports of steel products poured into Taiwan, filling the market with low-price, low-quality materials that pose potential risks to people’s lives and the quality of public infrastructure. As a countermeasure, the government joined the domestic manufacturers of galvanized steel productions to put forward anti-dumping complaints against China and South Korea in 2016, in a hope to curb the adverse effects from imported steel of uneven quality on domestic market. The government also took a follow-up action to assess whether a substantive damage had incurred to domestic steel-related industries and had inflicted a 5-year-term anti-dumping duty starting from August 22, 2016. Nonetheless, attempts of low-price steel imports to enter the Taiwanese market still sustained, and the Company will continuously assess the effects on the domestic market.

In the international market, several countries pushed forward anti-dumping or import defense measures to counter mass steel exports from China. Taiwan did not escape the sanctions. In particular, the double actions (countervailing and anti-dumping) against anti-corrosion sheet steel launched by the United States in early June 2016 had a serious impact on Taiwan, although the final penalty on Taiwan was much lighter than on other countries Looking into this year, several factors will affect the global steel market, e.g., Fed’s policy rate hikes and balance sheet reduction, U.S. section 232 investigations, E.U.’s withdrawal from quantitative easing, the Brexit, and China’s implementation of capacity cuts and environmental governance, etc.. The Company will correspond by examining on time, and adjusting when needed, its operating and selling strategies based on its persistent experience in global marketing.

In recent years, under the dual-production base model formed by Yieh Phui and Yieh Phui (China), the Company has begun to reinforce dual-axis operations through developing export markets outside of China and the niche markets. In response to the environmental trends, we have also been actively developing green steel products, aiming to exceed the competitors in the industry through the blue ocean 9 strategy. In addition to securing the China market, Yieh Phui (China) has also been given the mission to mitigate the impact brought by the 10+3 agreement of ASEAN. We pay close attention to the differences in the tariffs between Taiwan and China for exports to ASEAN countries and make timely adjustments to the productions of these two manufacturing bases. They complement each other and the overall synergy not only helps the Company to improve market share and competitiveness advantage in the ASEAN and other regional markets, but also enable Yieh Phui to develop into an international steel enterprise.

Chairman: I. S. Lin President: Lin-Maw Wu Accounting Supervisor: Chien-Hung Lin

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Chapter 2Company Profile

I. Date of establishment:

Date of establishment: April 14, 1978

License number: business registration number 75947936

II. Corporate history

  1. Mergers and Acquisitions in the most recent year up to the date of publication of this annual report: None

  2. Affiliation information: Please see details on page 428.

  3. Company restructuring: None

  4. Massive transfer or exchange of the Company's shares by directors, supervisors or persons holding more than 10 percent of the Company's shares: None

  5. Major changes in ownership and its impact on the Company: None

  6. Major changes in management or business: None

  7. Other important matters that may affect shareholders' interests and its impact on the Company:

  8. 1998.05 Official signing of the contract for the fourth continuous galvanizing line for an annual output of 250,000 tons. Environmental protection specialist won awards and commended by the President.

  9. 1998.09 Painted sheet steel and PVC coated sheet steel certified for CNS6532 class 2 fire-resistance material for building and interiors. Autonomous management (pickling unit) won the silver medal of the Taiwan Continuous Improvement Award for Business Collaboration.

  10. 1998.11 The QA Department Metallurgy Laboratory was certified for CNLA standards.

  11. 1998.12 Certified for BS8800 (OHSMS) Occupational Health and Safety Management System.

  12. 1999.03 Signed a contract with Sonoda Japan for the second finishing line.

  13. 1999.05 Signed a contract with KHI Japan for the third rolling line.

  14. 1999.08 Signed a contract with Waldrich Siegen Germany for the third rolling mill.

  15. 1999.11 Certified for ISO9002 DNN standards (quality system).

  16. 1999.11 Restructured the second production line and success successfully tested the slitter line.

  17. 1999.12 The fourth continuous galvanizing line (Pingtung) launched into a cold test.

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  • 2000.02 The fourth continuous galvanizing line (Pingtung) launched into a hot test.

  • 2000.05 The third continuous paint line launched into a hot test.

  • 2000.05 The board of directors approved the investment for ICT and optoelectronic products.

  • 2000.08 The third pull-in rolling machine launched into hot test and production. Ye Hui's 100% investment in Singapore-based Intercontinental Steel (ICS) was awarded the Approved International Trader (AIT) by the Ministry of Trade, Singapore.

  • 2001.03 Won the Voluntary Industrial Safety and Health Management Program two-year certification mark from the Council of Labor Affairs.

  • 2001.11 Won the JIPM TPM Award.

  • 2002.04 Grand opening of the Changshu Qiyang Building Materials Co., Ltd. in China.

  • 2002.05 Won the Water Saving Merit Award from the Ministry of Economic Affairs.

  • 2002.10 The board of directors made a resolution to appoint the current President, Wang Cheng-Chieh, as a Senior Consultant (for implementation of the long-term business development plan) and Vice President - Technology, Lin-Maw Wu, as the President.

  • 2002.11 Official ground-breaking ceremony for the Changshu Technomaterial Co., Ltd. (total investment of US$ 231 million with a capital of US$ 79 million).

  • 2003.01 The board of directors approved purchase of the assets of Yieh Hsing steel pipe factory I, steel pipe factory II, galvanizing factory, cold rolling mill machinery division and administration building and investment in Lien kang Heavy Industrial Co., Ltd (approved by the board of directors).

  • 2003.03 Official acquisition of partial assets of Yieh Hsing Co., Ltd. and continued the operations.

  • 2003.03 The Group was officially renamed the E United Group.

  • 2003.09 Issued the first domestic convertible bonds at NT$ 3 billion.

  • 2003.09 Official beam installation ceremony for the plant of Changshu Xinrui Technological Material Co., Ltd. (China)

  • 2004.03 Issued second overseas convertible bonds at US$100 million.

  • 2004.07 Official opening of the E United Group Head Office.

  • 2004.08 The board of directors approved the President of Yieh Phui, Lin-Maw Wu to act concurrently as the Chairman of Xinrui.

  • 2004.12 The first pickling and cold rolling lines of Xinrui Technomaterial Co., Ltd. were officially launched into operation and manufactured the first roll of sheet steel.

  • 2004.12 Won the JIPM-TPM award for continuous pursuit of excellence.

  • 2005.03 The first painting line of Xinrui Technomaterial Co., Ltd. was

10

officially launched into production and manufactured the first roll of sheet steel.

  • 2005.03 The first galvanizing line of Xinrui Technomaterial Co., Ltd. was officially launched into production and manufactured the first roll of sheet steel; Stage 1 plant construction was completed.

  • 2005.03 Received the 9th Outstanding Business Leader Golden Peak Award (OEMA) for outstanding business, outstanding leader and outstanding product.

  • 2005.08 Merged Lien Kang Heavy Industrial Co., Ltd. and set up the Engineering Business Division.

  • 2005.10 The second cold rolling line of Xinrui Technomaterial Co., Ltd. was officially launched into production and manufactured the first roll of sheet steel.

  • 2005.11 The first galvanizing line of Xinrui Technomaterial Co., Ltd. was launched into trial production for manufacturing of aluminium and zinc products.

  • 2005.12 The second galvanizing and second painting line of Xinrui Technomaterial Co., Ltd. was officially launched into production and manufactured the first roll of sheet steel.

  • 2006.08 Yieh Phui Enterprise Co., Ltd. took over EMMT Systems Corp.

  • 2006.09 EMMT Systems Corp. founded a subsidiary - Groupco Technology Inc. Chairman, Mr. Lin-Maw Wu and President, Mr. Chen Ko-Chin.

  • 2006.10 Jiangsu Provincial People's Government approved reorganization of Changshu Xinrui Technology Materials Co., Ltd. into Yieh Phui (China) Technomaterial Co., Ltd.

  • 2007.06 Certified for QC 080000 IECQ HSPM (Hazardous Substances Process Management System).

  • 2007.10 Ground-breaking ceremony for Guang Lian Steel (Vietnam) Co., Ltd.

  • 2008.03 Yieh Phui was selected the Best Potential Business in the Common Health Magazine LOHAS Business Campaign.

  • 2008.03 EMMT System Corp. continue to invest in AWID, won three seats in the board of directors and acquired over 50% of the company's shares.

  • 2008.11 Invested in Yieh Hsing's private placement for new shares; Yieh Hsing became a subsidiary ofYieh Phui.

  • 2009.02 Passed the Singapore BC1: 2008 FPC (Factory Production Control) certification.

  • 2009.02 Passed the ISO/IEC 17025:2005 testing laboratory certification.

  • 2009.04 The third continuous hot-dip galvanizing line of Yieh Hui (China) was launched into production and manufactured the first roll of sheet steel. Stage 3 construction for plant expansion was completed.

  • 2009.04 Certified for the Indonesian National Standard SNI for Plated Products.

11

  • 2009.08 Obtained the DNV 2005 Greenhouse Gas Inventory Verification Statement.

  • 2009.08 Galvanized and painted products certified for the JIS Mark.

  • 2009.11 Won the Voluntary Greenhouse Gas Reduction Merit Award by Industrial Development Bureau, Ministry of Economic Affairs.

  • 2010.03 Won the JIOM-TPM Special Award.

  • 2010.05 Yieh Phui (China) received the Indonesia SNI Certification.

  • 2010.06 Yieh Phui (China) increased the total of investment from US$ 321.3 million to 351.3 million and the registered capital from US$ 130 million to 140 million.

  • 2010.09 Yieh Phui led the world's steel industry to propose the first hot-dip galvanized sheet steel product category rules (PCR), which are registered in the Third Category Global Environmental Declarations Network (GEDnet).

  • 2010.10 Received Malaysia MS certification for galvanized and painted steel products.

  • 2010.10 Selected an Industrial Safety and Health Model by the Industrial Development Bureau of the Ministry of Economic Affairs.

  • 2010.11 Received Indonesia National Standard SNI-Surabaya Plated Steel (GL & GI) certification.

  • 2010.12 Steel Pipe Business Division received 2005 GHG inventory Verification Statement.

  • 2010.12 Obtained the first Product Carbon Footprint (CFP) and Category 3 Environmental Product Declaration (EPD) Verification Statement in the domestic galvanized and painted sheet steel indsutry.

  • 2011.03 Yieh Phui's original steel pipe business division separated into Shin Yang Steel Co., Ltd., a 100% subsidiary of Yieh Phui.

  • 2011.03 Awid China Co., Ltd. (Changshu), a subsidiary of EMMT Shanghai was founded.

  • 2011.06 Certified by the Ministry of Economic Affairs for the CNS 12681/ISO 9001: 2008 standards.

  • 2010.07 The brand Yieh Phui named one of Taiwan's Top Brands in the Centennial Celebration Campaign of the Ministry of Economic Affairs.

  • 2010.08 Won the Premier's Award in the 2010 Awards for International Trade hosted by the Ministry of Economic Affairs.

  • 2011.09 EMMT Systems Corp. passed the DNV TAF testing laboratory accreditation.

  • 2011.11 Certified for the OHSAS 18001 and TOSHMS Occupational Health and Safety Management System by the Bureau of Standards, Meteorology and Inspection, Ministry of Economic Affairs.

  • 2012.01 EMMT Systems Corp. passed the IECEX explosion-proof system certification.

  • 2012.03 Certified for CNS 12681/ISO 9001: 2008 standards (hot-dip

12

  • galvanized 55% aluminum-zinc alloy sheet steel and rolls, painted hot-dip galvanized sheet steel and rolls) by the Bureau of Standards, Meteorology and Inspection, Ministry of Economic Affairs.

  • 2012.12 Passed the AEO safety certification verification and received the Safety Verified Enterprise certificate from the Customs Administration, Ministry of Finance.

  • 2013.09 The Bureau of Standards, Meteorology and Inspection, Ministry of Economic Affairs authorized the Company to use the MIT Smile Mark for the CNS certified hot-dip galvanized and painted sheet steel products and rolls.

  • 2014.12 Kaohsiung Plant I passed Energy Management System ISO 50001: 2011 verification and received the certificate.

  • 2014.12 Yieh Phui antibacterial plated steel passed the Industrial Bureau (MOEA) Nano Mark product verification and received the certificate.

  • 2015.06 Selected an Outstanding Enterprise in the 12th National Brand Yushan Award.

  • 2015.06 Yieh Phui was selected as one of the constituents of TWSE CG 100 Index.

  • 2015.07 The Bureau of Energy, Ministry of Economic Affairs awarded the Outstanding Performance medal.

  • 2015.12 Certified by the Kaohsiung City Environmental Protection Bureau for 2015 Kaohsiung City Pollution Reduction Excellence.

  • 2016.03 Won the JIPM TPM Special Award 2015.

  • 2016.11 Certified by the Industrial Development Bureau, Ministry of Economy Affairs for 2016 Industry Voluntary Greenhouse Gas Reduction Excellence.

  • 2017.04 Yieh Phui stood at the top 6% - 20% among listed companies included in the 3rd (2016) TWSE Corporate Governance Evaluation.

  • 2017.05 Yieh Phui won the “Independent Assurance Statement on the Sustainability Activities in Yieh Phui’s 2016 Corporate Social Responsibilities Report” certified by SGS Taiwan Ltd.

13

Chapter 3Corporate Governance Report

I. Organization:

1. Structure of Organization: Dec. 31, 2017

Organization of Yieh Phui Enterprise Co., Ltd.

==> picture [811 x 391] intentionally omitted <==

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

Compensation Committee Board of Directors Audit Committee
The Auditor's Office
Chairman
Chairman's Office
Vice Chairman
Expansion Planning
Committee Office
President
Technology Planning Office
China Business Division
Steel Pipe Technology Office
Overseas Technology Office
Trade Safeguards and
Managing
Investigation Office
Vice President
Dept. of Administration and Analytics
President's Staff Office Dept. of Business Planning
Dept. of Innovation Promotion
Vice President - Global Marketing & Sales Vice President - Vice President - Technology Vice President - Planning Vice President - Engineering Vice President - Production
Finance
Assistant VP - Global Marketing & Sales Assistant VP - Technology Assistant VP - Planning Assistant VP - Production
Vice President's Vice President's Vice President's Vice Vice
Office Office Office President's President's T echnology Development
Office Office
14
Di Di
i i
Division I Marketing & Sales Domestic Division II Marketing & Sales Domestic Research Office Import and Market Sales Division I Export Marketing & Sales Division II Export Marketing & Division Development Marketing Finance Division Investing Division Division Technology Division Technical Service Division Information System Division Production Planning Division Sales Management Division Management Office Engineering Design Office Public Affairs Office TPM Development Office Purchasing Division Production Division Mechanical Construction Division Steel Structure Sales & Production Division Steel Structure Technology Division Steel Structure Production Division Pickling and R olling Production Division Galvanizing Steel Production Division Pre-Painting S teel Division Pingtung Production Utilities Divisio n i Maintenance Mechanical i Maintenance Electrical
Industrial Safety & Health
----- End of picture text -----

2. Roles and Responsibility

Department Content of Business
The Auditor's Office Implements the audit system andprovides advises for improvement to the management.
Expansion Planning
Committee
Sets equipment standards and specifications, plans and analyzes overall expansion and manages coordination and
installationprogress.
Trade Safeguards and
Investigation
Management Office
Handles domestic and international anti-dumping and trade remedy actions.
President's Staff Office Carries out organizational planning and coordination, implements and manages the internal control system and
standardization,tracks and analyzes corporategoals andperformance,andpromotes innovation affairs.
Division I and Division II
of the Domestic
Marketing & Selling
Divisions
Division I and Division II
of the Export Marketing
& SellingDivisions
Processes requests for import and export price quotes and orders, manages contacts for shipment and executes
sales campaigns.
Marketing Development
Division
Manages development of the domestic and international markets.
Import and Market
Research Office
Carries out survey and analysis on the domestic and foreign markets and manages raw materials procurement.
Finance Division Carries out accounting, tax filing, costing, budgeting and variance analysis, financial management, asset
management and shareholder services.
InvestingDivision Carries out studies on foreign investments and analysis on the effectiveness.
TechnologyDivision Managesproduction technologydevelopment, qualitycontrol andproduct specifications.
Technical Service
Division
Manages after-sale services and technical improvement.
Information System
Division
Manages development of the Company's computerized management system, installation and maintenance of
hardware equipment.
Production Planning
Division
Manages production schedules based on the orders and production plan, order delivery and shipment and tracking
and raw material storage and management.
Sales Management
Division
Manages shipping of customer orders, vehicle dispatch and shipment verification.
Management Division Managespersonnel, general affairs and documents and other relevant matters.
Public Affairs Office Handlespublic relations affairs.
Industrial Safety &
Health Office
Manages and implements the Company's workplace and labor safety and health related matters.
TPM Development
Office
Implements TPM Management activities, including individual improvement, self-maintenance, planned
maintenance, education and training, health and safety, quality management, initial flow management, planning
and monitoringthe efficiencyof indirect departments.
PurchasingDivision Managesprocurement and related matters.
Steel Structure Sales &
Construction Division
Manages marketing, contracting, budgeting, cost control and work progress for engineering projects, acting to
control and coordinated cross-departmental works.
Steel Structure
Production Division
Manages manufacturing, installation and contractors for steel structures and coordinates related works.
Steel Structure
TechnologyDivision
Manages technology planning, project quality control and construction drawings for steel structures.
Mechanical Production
Division
Manages sales, production planning, design, manufacturing and installation related matters for lifting equipment
and other engineering projects.
Technology Development
Office
Manages improvement of production equipment and processes.
Production Divisions Managesproduction line operations, production efficiencyandqualityimprovement.
Utilities Division Manages operations and maintenance ofpublic and wastewater treatment facilities.
Mechanical Maintenance
Division
Manages service and maintenance of on-site mechanical equipment and facilities.
Electrical Maintenance
Division
Manages service and maintenance of on-site electrical facilities.
Engineering Design
Office
Carries out improvement of production line equipment, design of expansion projects and review of design
drawings.

15

II. Information on the Directors, President, Vice Presidents, Associate Managers, and Supervisors of Departments and Branch Offices:

(I) Information about directors

April 30,2017 April 30,2017 April 30,2017 April 30,2017 April 30,2017
Title Nationality or Place of
Registration
Name Gender Date Elected
(Resumed)
Date
Term First-time
Elected
Date
Shares held
when elected
Shares
Number of Shares Held
Shares held by
spouse and
underage children
Shares held in
names of other
persons
Summary
of
Experiences and
Education
Current Position in
the Company
and/or Other
Company

Any
Executive
Officer,
Director
or Supervisor Who
is a Spouse or
Relative within the
Second Degree of
Kinship
Shares Percentag
e of
Shares
Shares Percentag
e of
Shares
Shares Percentag
e of
Shares
Shares Percentag
e of
Shares
Title Name Relations
hip
Chairman Taiwan,
R.O.C.
Kuo
Chiao
Investment
&
Development Co., Ltd.
Representative: I. S. Lin

Male
June 22, 2016 3 years Jun. 20,2004 55,557,334
136,959
3.23 58,890,774
152,521
3.23 49,944 0 0 0 Yieh United -
Chairman of
the Board
Yieh Hsing -
Director
Yieh Phui - Chairman of
the Board
Able Win International
Investment Limited -
chairman of the board
Wei Hung Investment
Co., Ltd. - Chairman of
the Board

None
None None
Taiwan,
R.O.C.
Kuo
Chiao
Investment
&
Development Co., Ltd.
Representative: Lin-Maw Wu

Male
Jun.22, 2016 3 years Sep.28, 2005 55,557,334
118,788
3.23 58,890,774
132,284
3.23 0 0 0 0 EMBA,
National Sun
Yat-Sen
University
Yieh Phui, VP
Global
Marketing and
Sales
Yieh Phui - President
Yieh Phui (China) -
Chairman of the Board
EMMT Systems Corp. -
Chairman of the Board
Shin Yang Steel Co., Ltd.
- Chairman of the Board
None None None

16

Title Nationality or Place of
Registration
Name Gender Date Elected
(Resumed)
Date
Term First-time
Elected
Date
Shares held
when elected
Shares held
when elected
Shares
Number of Shares Held
Shares
Number of Shares Held
Shares held by
spouse and
underage children
Shares held by
spouse and
underage children
Shares held in
names of other
persons
Shares held in
names of other
persons
Summary
of
Experiences and
Education
Current Position in
the Company
and/or Other
Company

Any
Executive
Officer,
Director
or Supervisor Who
is a Spouse or
Relative within the
Second Degree of
Kinship

Any
Executive
Officer,
Director
or Supervisor Who
is a Spouse or
Relative within the
Second Degree of
Kinship

Any
Executive
Officer,
Director
or Supervisor Who
is a Spouse or
Relative within the
Second Degree of
Kinship
Shares Percentag
e of
Shares
Shares Percentag
e of
Shares
Shares Percentag
e of
Shares
Shares Percentag
e of
Shares
Title Name Relations
hip
Director Taiwan,
R.O.C.
Kuo
Chiao
Investment
&
Development Co., Ltd.
Representative: Ping-Yong Liang

Male
Jun.22,2016 3 years Oct.15, 2015 55,557,334
41,397
3.23 58,890,774
43,880
3.23 130,355 0 0 0 Department of
Industrial and
Information
Management,
National Cheng
Kung
University
Deputy CEO
of Yieh Lian
Group
Head
Office,
President
of
Yieh
United
Steel
Corp.,
Senior
Consultant and
Special
Assistant to the
Chairman
-
Yieh
United
Steel Corp.













Chairman of the
Group Purchasing
Management
Committee
and
Special Assistant
to the Chairman of
E United Group





None
None None
Taiwan,
R.O.C.
Kuo
Chiao
Investment
&
Development Co., Ltd.
Representative: Ching-Tsung Huang

Male
Jun.22,2016 3 years Sep.28, 2005 55,557,334
0
3.23 58,890,774
0
3.23 11,440 0 0 0 Department of
Accounting,
Feng
Chia
University
~~Sil~~


Chia Yuan Investment &
Development Co., Ltd
- Chairman of the Board
Hsing Long Investment
~~&DlC~~
None None None
~~peca~~ ~~eveopmento~~

17

Title Nationality or Place of
Registration
Name Gender Date Elected
(Resumed)
Date
Term First-time
Elected
Date
Shares held
when elected
Shares held
when elected
Shares
Number of Shares Held
Shares
Number of Shares Held
Shares held by
spouse and
underage children
Shares held by
spouse and
underage children
Shares held in
names of other
persons
Shares held in
names of other
persons
Summary
of
Experiences and
Education
Current Position in
the Company
and/or Other
Company

Any
Executive
Officer,
Director
or Supervisor Who
is a Spouse or
Relative within the
Second Degree of
Kinship

Any
Executive
Officer,
Director
or Supervisor Who
is a Spouse or
Relative within the
Second Degree of
Kinship

Any
Executive
Officer,
Director
or Supervisor Who
is a Spouse or
Relative within the
Second Degree of
Kinship
Shares Percentag
e of
Shares
Shares Percentag
e of
Shares
Shares Percentag
e of
Shares
Shares Percentag
e of
Shares
Title Name Relations
hip
Taiwan,
R.O.C.
Chin-Shu Sun Male Jun.22,2016 3 years Jun.20,2013 0 0.00 0 0.00 0 0 0 0 Department of
Accountancy,
National Cheng
Kung
University
CPA,
Republic of
China
in
practice for
over
40
years
Chairman
of
the
Kaohsiung
City
Institute of
Certified
Public
Accountant








Compensation
Committee, Yieh Phui
Enterprise Co., Ltd.
Compensation
Committee, Yieh Hsing
Co., Ltd.
Li Hsin Management
Consultant - Director
Co-Tech Development
Corporation
-
Independent Director
Chi Chiang Enterprise
Co., Ltd. - Director
Yieh Hsing Enterprise
Co., Ltd. - Independent
Director
Chi Hsin Management
Consultant Co., Ltd. -
Director










None
None None

18

Title
Independent
Director
Nationality or Place of
Registration
Name Gender Date Elected
(Resumed)
Date
Term First-time
Elected
Date
Shares held
when elected
Shares held
when elected
Shares
Number of Shares Held
Shares
Number of Shares Held
Shares held by
spouse and
underage children
Shares held by
spouse and
underage children
Shares held in
names of other
persons
Shares held in
names of other
persons
Summary
of
Experiences and
Education
Current Position in
the Company
and/or Other
Company

Any
Executive
Officer,
Director
or Supervisor Who
is a Spouse or
Relative within the
Second Degree of
Kinship

Any
Executive
Officer,
Director
or Supervisor Who
is a Spouse or
Relative within the
Second Degree of
Kinship

Any
Executive
Officer,
Director
or Supervisor Who
is a Spouse or
Relative within the
Second Degree of
Kinship
Shares Percentag
e of
Shares
Shares Percentag
e of
Shares
Shares Percentag
e of
Shares
Shares Percentag
e of
Shares
Title Name Relations
hip
Taiwan,
R.O.C.
Ching-Hui Hsieh Male Jun.22,2016 3 years Jun.20, 2013 0 0.00 0 0.00 0 0 0 0 Master of Law,
National Chung
Hsing
University
Prosecutor,
Taiwan
Hsinchu
District Court
Judge, Taiwan
Kaohsiung
District Court
Chairman,
Kaohsiung Bar
Association
Member of the
3rd Council of
Control Yuan
President,
Kaohsiung
and Penghu
Chapter,
Legal Aid
Foundation

Compensation
Committee, Yieh Phui
Enterprise Co., Ltd.
Compensation
Committee,
Yieh
Hsing Co., Ltd.
Representative, Legal
Trust Law Firm
Compensation
Committee, Yieh Hsing
Co., Ltd.

None
None None

19

Title Nationality or Place of
Registration
Name Gender Date Elected
(Resumed)
Date
Term First-time
Elected
Date
Shares held
when elected
Shares held
when elected
Shares
Number of Shares Held
Shares
Number of Shares Held
Shares held by
spouse and
underage children
Shares held by
spouse and
underage children
Shares held in
names of other
persons
Shares held in
names of other
persons
Summary
of
Experiences and
Education
Current Position in
the Company
and/or Other
Company

Any
Executive
Officer,
Director
or Supervisor Who
is a Spouse or
Relative within the
Second Degree of
Kinship

Any
Executive
Officer,
Director
or Supervisor Who
is a Spouse or
Relative within the
Second Degree of
Kinship

Any
Executive
Officer,
Director
or Supervisor Who
is a Spouse or
Relative within the
Second Degree of
Kinship
Shares Percentag
e of
Shares
Shares Percentag
e of
Shares
Shares Percentag
e of
Shares
Shares Percentag
e of
Shares
Title Name Relations
hip
Independent Director Taiwan,
R.O.C.
Te-Yuan Yang Male Jun.22,2016 3 years Jun.22,2016 0 0.00 0 0.00 0 0 0 0 PhD
Economics,
University of
California,
Santa Barbara
Assistant
Lecturer,
Department of
Economics,
University of
California,
Santa Barbara
Director,
Department of
Finance,
National
Kaohsiung
University of

None None None None
~~S i~~
~~d~~

20

Title Nationality or Place of
Registration
Name Gender Date Elected
(Resumed)
Date
Term First-time
Elected
Date
Shares held
when elected
Shares held
when elected
Shares
Number of Shares Held
Shares
Number of Shares Held
Shares held by
spouse and
underage children
Shares held by
spouse and
underage children
Shares held in
names of other
persons
Shares held in
names of other
persons
Summary
of
Experiences and
Education
Current Position in
the Company
and/or Other
Company

Any
Executive
Officer,
Director
or Supervisor Who
is a Spouse or
Relative within the
Second Degree of
Kinship

Any
Executive
Officer,
Director
or Supervisor Who
is a Spouse or
Relative within the
Second Degree of
Kinship

Any
Executive
Officer,
Director
or Supervisor Who
is a Spouse or
Relative within the
Second Degree of
Kinship
Shares Percentag
e of
Shares
Shares Percentag
e of
Shares
Shares Percentag
e of
Shares
Shares Percentag
e of
Shares
Title Name Relations
hip
Independent Director Taiwan,
R.O.C.
Wen-I Chang Male Jun.22,2017 3 years Jun.22,2017 0 0.00 0 0.00 0 0 0 0 Passed the Civil
Service Special
Examinations
Class B for
Customs
Officers 1976
and Civil
Service Special
Examinations
for Tax
Personnel 1976
Internal revenue
agent and
section head in
Revenue
Service Office,
Kaohsiung
County
Revenue
assessor, section
~~chief and~~


Compensation
Committee, Yieh Phui
Enterprise Co., Ltd.
Compensation
Committee, Yieh Hsing
Co., Ltd.
Yieh Hsing Enterprise
Co., Ltd. - Independent
Director




None
None None

Note: The names of institutional directors and their representatives listed below are arranged in two adjacent upper-lower cells. Note: The Company's directors of the board were elected on Jun. 22, 2016 Note: Independent Director, Hsieh Ching-Hui, resigned on March 13, 2017. Note: Wen-I Chang assumed the office of Independent Director on June 22, 2017

21

Table 1: Major Shareholders of Institutional Shareholders

March31,2018 March31,2018
Name of institutional
shareholders(Note 1)
Major shareholders of institutional
shareholders(Note 2)
Share Holding %
Kuo Chiao Investment &
Development Co., Ltd.
Yu Hongindustrial Co.,Ltd 39.66%
Chiao-LingLeisure Co.,Ltd. 12.55%
Kuo-Tung Investment and Development Co.,
Ltd.
12.27%
Wei Hong Investment and Development Co.,
Ltd.

11.43%
Yieh HongEnterprise Co.,Ltd. 11.23%
Shin Yang Investment and Development Co.,
Ltd.

3.08%
Yu Sheng Investment and Development Co.,
Ltd

0.08%

Note 1: For legal person directors and supervisors, the names of the institutional shareholders shall be disclosed.

  • Note 2: Please declare names of the primary shareholders (top 10 shareholders) and their shareholding of the corporate shareholders. If the major shareholders are institutional shareholders, please fill out Table 2 below.

Table 2: Major shareholders of the major institutional shareholders

Table 2: Major shareholders of the major institutional shareholders Table 2: Major shareholders of the major institutional shareholders Table 2: Major shareholders of the major institutional shareholders
March 31,2018
Name of Institutional Shareholder
(Note 1)
Major Shareholders of Institutional
Shareholders(Note 2)
Share Holding %
Yu Hong Industrial Co., Ltd. Li-Chuan Lin 10.00%
Tsung-ChingLin 18.00%
Tsung-ChengLin 26.00%
Chung-Hsian Lin 18.00%
Chih-LongLin 18.00%
Chia Yuan Investment and Development
Co.,Ltd

1.00%
Kuo
Chiao
Investment
and
Development Co.,Ltd

4.00%
Chiao-Ling Leisure Co., Ltd. Li-Chuan Lin 15.00%
Tsung-ChingLin 20.00%
Tsung-ChengLin 20.00%
Chung-Hsian Lin 20.00%
Shin Yang Investment and Development
Co.,Ltd.

3.00%
Chia Yuan Investment and Development
Co.,Ltd

11.00%
Yu HongIndustrial Co.,Ltd. 10.00%
Kuo-Tung
Investment
and
Development Co., Ltd.
Wei Chiao Investment Development
Co.,Ltd

30.03%
Lian Shuo Investment Development
Co.,Ltd

24.00%
Wei HongInvestment and Development
22.21%

22

Name of Institutional Shareholder
(Note 1)
Major Shareholders of Institutional
Shareholders(Note 2)
Share Holding %
Co.,Ltd.
Yieh HongEnterprise Co.,Ltd. 13.80%
Shin Yang Investment and Development
Co.,Ltd.

0.18%
Wei
Hong
Investment
and
Development Co., Ltd.
Yieh HongEnterprise Co.,Ltd. 25.41%
I. S. Lin 18.21%
Hsing Lung Investment & Development
Co.,Ltd

20.19%

Wei Chiao Investment Development
Co.,Ltd

13.40%
Chia Yuan Investment and Development
Co.,Ltd

11.39%
Lian Shuo Investment Development
Co.,Ltd

10.42%
Chih-LongLin 0.16%
Lin A-Kuei 0.01%
Yieh Hong Enterprise Co., Ltd. Tsung-ChengLin 10.75%
Chih-LongLin 12.85%
Hsing Lung Investment & Development
Co.,Ltd
19.34%
Wei Hong Investment and Development
Co.,Ltd.

18.26%
Wei Chiao Investment Development
Co.,Ltd

11.01%
TingKu Construction Co.,Ltd. 0.50%
Shin
Yang
Investment
and
Development Co., Ltd.
Hsing Lung Investment & Development
Co.,Ltd

31.33%
Yieh HongEnterprise Co.,Ltd. 25.72%

Lian Shuo Investment Development
Co.,Ltd

22.93%
Chung-Hsian Lin 14.46%
Kuo Chiao Investment & Development
Co.,Ltd.

0.83%
Yu
Sheng
Investment
and
Development Co., Ltd
Lian Shuo Investment Development
Co.,Ltd

49.24%
Hsing Lung Investment & Development
Co.,Ltd

24.75%
Wei Chiao Investment Development
Co.,Ltd

11.16%
Wei Hong Investment and Development
Co.,Ltd.

12.46%
I. S. Lin 0.72%

Note 1: As shown in Table 1 above, when a major shareholder is an institutional shareholder, disclose the name of the institution. Note 2: Names of substantial shareholders (ranked top 10 in terms of shareholding) in the corporate shareholders and their shareholding ratio shall be filled in this section.

23

Table 3: Information on Directors

March 31, 2018

March 31, March 31, March 31, 2018 2018 2018 2018 2018 2018 2018 2018 2018 2018
Requirement
Name
(Note 1)
Do the Directors have five or more years
of work experience
and the following professional
qualifications?
Independence
(Note 2)
Currently
serving as
the
independent
director of
other public
companies
Serve in
lecturer
roles or
above in
public or
private
college
institutions
in one of the
following
departments
: business
administrati
on, law,
finance,
accounting,
or another
discipline
relevant to
the
company's
operations

Currently
serving as
ajudge,
prosecutor,
lawyer,
accountant, or
other
professional
practice or
technician that
must undergo
national
examinations
and specialized
license.
Work
experienc
e
necessary
for
Business
administr
ation,
legal
affairs,
finance,
accountin
g, or
business
sector of
the
Company
1 2 3 4 5 6 7 8 9 10
Director:I. S.Lin v - - v v - - v v v v None
Director: Ping-Yong
Liang
v - - v v - - v v v v None
Director:Lin-Maw Wu v - - v v - - v v v v None
Director: Ching-Tsung
Huang
v - - v v - - v v v v None
Independent Director:
Chin-Shu Sun
v v v v v v v v v v v 3
Independent Director:
Te-Yuan Yang
v v v v v v v v v v v None
Independent Director:
Wen-IChang
v v v v v v v v v v v 1
  • Note 1: Please add more rows to accommodate additional entries.

  • Note 2: Please “” the box under each criteria number if the director or supervisor meets the criteria two years prior to resuming the position or during the term of service. 

  • ( 1 ) Is not employed by the Company or its affiliated companies.

  • ( 2 ) Not a director or supervisor of the Company of any of its affiliates (excluding independent directors set up by the Company, its parent company or subsidiaries in compliance of the local regulations).

  • ( 3 ) Is not a shareholder that hold more than 1% of the Company’s total shares or rank among top-ten shareholders, this applies for the Director him/herself, spouse, minor children, or shares held under others’ name.

  • ( 4 ) Not a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of any of the persons in the preceding three subparagraphs.

  • ( 5 ) Not a director, supervisor, or employee of a corporate shareholder that directly holds 5% or more of the total number of outstanding shares of the Company or that holds shares ranking in the top five in holdings.

  • ( 6 ) Is not a Director, Supervisor, manager, or a shareholder that holds more than 5% of shares at a company or institution that has financial or business exchanges with the Company.

  • ( 7 ) Not a professional individual or owner, partner, director (member of the governing board),

24

supervisor (member of the supervising board), or managerial officer of a sole proprietorship, partnership, company, or institution that provides commercial, legal, financial, accounting, or consultation services to the company or to any affiliated business, or spouse thereof. Not a business owner, partner, director (member of the governing board), supervisor (member of the supervising board), managerial officer, or spouse of a professional, sole proprietorship, partnership, corporation or organization that receives business, legal, financial, or accounting service or consultation from the Company or affiliates.

  • ( 8 ) Not having a marital relationship, or a relative within the second degree of kinship to any other director of the Company.

  • ( 9 ) Not been a person of any conditions defined in Article 30 of The Company Act

Not a governmental, juridical person or its representative as defined in Article 27 of he Company Act.

25

(II) General Manager, Deputy General Manager, Assistant Manager, and Managerial Officer of Various Departments or Branches

March 31, 2018

Title Nationality Name Gender Date of Electing
(Appointment)

when elected

when elected
Shares held under
spouse or minor
children's names
Shares held under
spouse or minor
children's names
Shares held in names
of other persons
Shares held in names
of other persons

Education and
Work Experiences
Positions
Currently Held
in Other
Companies

Managers who have spousal
or second-degree family
relationships within the
Company

Managers who have spousal
or second-degree family
relationships within the
Company

Managers who have spousal
or second-degree family
relationships within the
Company
Shares Percentage
of Shares
Shares Percentage
of Shares
Shares Percentage
of Shares
Title Name Relationship
President Taiwan,
R.O.C.
Lin-Maw Wu Male 2002/10/22 132,284 0 0 0
0
0 Master, National
Sun Yat-Sen
University
Yieh
Phui,
VP
Global Marketing
and Sales


Yieh
Phui
(China)
-
Chairman
of
the Board
Supervisor
-
Yieh United
Chairman
-
Yieh Hsing
EMMT
Systems Corp.
- Chairman of
the Board




None
None None
Senior
Consultant
Taiwan,
R.O.C.
Tien-Chi
Chang
Male 2005/08/01 154,172 0 0 0
0
0 National Chengchi
University
Finance Manager,
Yieh Phui


Supervisor
-
Kuo Chiao
Supervisor
-
Chien Huan
None None None
Senior
Consultant
Taiwan,
R.O.C.
Hsien-Tung
Liu
Male 2006/09/08 197,705 0 0 0
0
0 MBA,
Colorado
State
University,
USA
Chairman - Tang
Eng



Chairman
-
Yeo Yih Steel
None None None
Senior
Consultant
Taiwan,
R.O.C.
Ching-Tsung
Huang
Male 2014/05/16 0 0 11,440 0
0
0 Feng
Chia
University
Special Assistant,
Eliter International
Corp.



Chia Yuan
Investment &
Development
Co., Ltd -
Chairman of
the Board
Hsing Long
Investment &
Development
Co., Ltd. -
Director
Lien Shua
Investment
Development
Co., Ltd. -
Director
None None None

26

Title Nationality Name Gender Date of Electing
(Appointment)

when elected

when elected
Shares held under
spouse or minor
children's names
Shares held under
spouse or minor
children's names
Shares held in names
of other persons
Shares held in names
of other persons

Education and
Work Experiences
Positions
Currently Held
in Other
Companies

Managers who have spousal
or second-degree family
relationships within the
Company

Managers who have spousal
or second-degree family
relationships within the
Company

Managers who have spousal
or second-degree family
relationships within the
Company
Shares Percentage
of Shares
Shares Percentage
of Shares
Shares Percentage
of Shares
Title Name Relationship
Senior
Consultant
Taiwan,
R.O.C.
Cheng-Chang
Wu
Male 2014/10/21 0 0 0 0
0
0 I-Shou University
Kaohsiung County
Councilor

E-United
Group
-
Chairman
None None None
Senior
Consultant
Taiwan,
R.O.C.
Hsien-Yao
Chang
Male 2017/09/01 0 0 0 0
0
0 PhD in Political
Science,
Pantheon-Sorbonne
University, France
Legislator at 6th
and 7th legislatures
Specially
appointed
deputy
minister, Mainland
Affairs
Council,
Executive Yuan
Vice chairman and
adjunct
secretary,
Cross-Strait
Exchange
Foundation








None
None None None
Special
Assistant
Taiwan,
R.O.C.
Chia-Cheng
Lin
Male 2012/08/01 0 0 0 0
0
0 The Taipei College
of
Science
and
Technology
VP
-
Planning,
Yieh Phui



Executive
Vice-Chairman
-
E-United
Group
Chairman
-
Cheng
Hsin
Security



None
None None
Special
Assistant
Taiwan,
R.O.C.
Min-Hsun
Chen
Female 2013/09/01 0 0 0 0
0
0 MBA,
Peter
F.
Drucker
and
Masatoshi
Ito
Graduate School of
Management
Director - China
Development
Industrial Bank
Chairman - Taipei
Financial
Center
Co.,Ltd.







E-United
Group - Taipei
Management
Center

None
None None

27

Title Nationality Name Gender Date of Electing
(Appointment)

when elected

when elected
Shares held under
spouse or minor
children's names
Shares held under
spouse or minor
children's names
Shares held in names
of other persons
Shares held in names
of other persons

Education and
Work Experiences
Positions
Currently Held
in Other
Companies

Managers who have spousal
or second-degree family
relationships within the
Company

Managers who have spousal
or second-degree family
relationships within the
Company

Managers who have spousal
or second-degree family
relationships within the
Company
Shares Percentage
of Shares
Shares Percentage
of Shares
Shares Percentage
of Shares
Title Name Relationship
Special
Assistant
Taiwan,
R.O.C.
Chen-Wu
Chang
Male 2005/08/01 61 0 0 0
0
0 National
Cheng
Kung University
Associate
Manager,
Information
System
Division,
Yieh Phui


E-United
Group - Vice
Chairman

None
None None
Planning
Vice
President
Taiwan,
R.O.C.
Wei-Cheng
Chen
Male 2006/03/14 325 0 0 0
0
0 University
of
Oklahoma
Associate
Manager
of
Production
Planning - Yieh
Phui
VP Planning -
Yieh
Phui
(China)

None
None None
Production
Vice
President
Taiwan,
R.O.C.
Yang-Cheng
Lan
Male 2003/10/01 0 0 0 0
0
0 National
Cheng
Kung University
Plant Manager -
Pre-painting Steel
Production
Division


None
None None None
Finance
Vice
President
Taiwan,
R.O.C.
Yung-Hsien
Chen
Male 2005/04/01 41,508 0 5 0
0
0 Tamkang
University
Associate
Manager, Finance
Division, Yieh Phui

VP Finance -
Yieh
Phui
(China)
VP Finance -
Yieh Hsing
Supervisor
-
YiehUnited

None
None None
Construction
Vice
President
Taiwan,
R.O.C.
Yao-Hsing
Chien
Male 2006/09/01 1,488 0 0 0
0
0 Chung
Yuan
Christian
University
Acting
Associate
Manager,
Technology
Division,USEC


None
None None None
Global
Marketing &
Sales
Vice
President
Taiwan,
R.O.C.
Shih-Chi
Yang
Male 2006/12/01 0 0 0 0
0
0 National Chengchi
University
Manager,
Global
Marketing & Sales,
Yieh Phui



VP - Yieh Phui
(China)

None
None None

28

Title Nationality Name Gender Date of Electing
(Appointment)

when elected

when elected
Shares held under
spouse or minor
children's names
Shares held under
spouse or minor
children's names
Shares held in names
of other persons
Shares held in names
of other persons

Education and
Work Experiences
Positions
Currently Held
in Other
Companies

Managers who have spousal
or second-degree family
relationships within the
Company

Managers who have spousal
or second-degree family
relationships within the
Company

Managers who have spousal
or second-degree family
relationships within the
Company
Shares Percentage
of Shares
Shares Percentage
of Shares
Shares Percentage
of Shares
Title Name Relationship
Production
Assistant
Vice
President
Taiwan,
R.O.C.
Te-Jen Huang Male 2006/03/01 0 0 0 0
0
0 National
Cheng
Kung University
Manager,
Technology
Division
-
Yieh
Phui


None
None None None
Technology
Vice
President
Taiwan,
R.O.C.
Ting-Kuo
Shih
Male 2004/06/01 0 0 0 0
0
0 National
Cheng
Kung University
Manager,
Technology
Division
-
Yieh
Phui


None
None None None
Steel Pipe
Technology
Office
Vice
President
Taiwan,
R.O.C.
Chang-Hsin
Ming
Male 2009/10/01 4,782 0 0 0
0
0 National Tsing Hua
University
Plant
Manager,
Pickling
and
Rolling Production
Division,
Yieh
Phui





None
None None None
Production
Assistant
Vice
President
Taiwan,
R.O.C.
Cheng-Feng
Wu
Male 2005/12/01 921 0 496 0
0
0 National
Chiao
Tung University
Manager, Electrical
Maintenance
Division,Yieh Phui


None
None None None
Assistant VP
- Planning
Taiwan,
R.O.C.
Wen-Pin Lin Male 2008/05/16 104 0 289 0
0
0 Feng
Chia
University
Manager,
Management
Division

None
None None None
Sales
Assistant
Vice
President
Taiwan,
R.O.C.
I-Feng Yang Male 2007/11/05 0 0 0 0
0
0 Dayeh University
Associate
Manager,
Marketing& Sales
Associate
Manager
-
Yieh
Phui
(China)

None
None None
Technology
Planning
Office
Vice
President
Taiwan,
R.O.C.
Sen-Long
Chen
Male 2003/08/16 20,299 0 1,576 0
0
0 National
Cheng
Kung University
Manager, Technical
Service
Division,
Phieh Phui



Director - Yieh
Phui (China)

None
None None

29

Title Nationality Name Gender Date of Electing
(Appointment)

when elected

when elected
Shares held under
spouse or minor
children's names
Shares held under
spouse or minor
children's names
Shares held in names
of other persons
Shares held in names
of other persons

Education and
Work Experiences
Positions
Currently Held
in Other
Companies

Managers who have spousal
or second-degree family
relationships within the
Company

Managers who have spousal
or second-degree family
relationships within the
Company

Managers who have spousal
or second-degree family
relationships within the
Company
Shares Percentage
of Shares
Shares Percentage
of Shares
Shares Percentage
of Shares
Title Name Relationship
Senior
Manager
Taiwan,
R.O.C.
Kuo-Lin Yang Male 2004/06/01 1,622 0 0 0
0
0 National
Kaohsiung
University
of
Applied Sciences
Plant
Manager,
Galvanizing Steel
Production
Division



VP
Technology
-
Yieh
Phui
(China)

None
None None
Senior
Professional
Engineer
Taiwan,
R.O.C.
Yung-Hua Lin Male 2006/08/16 0 0 0 0
0
0 National
Chiao
Tung University
Plant Manager, Hot
Rolling
Plant,
Chun HungSteel



Assistant VP -
Paralink
Networks, Inc.
None None None
Professional
Adviser
Taiwan,
R.O.C.
Yung-Fang
Chang
Male 1997/05/01 170,419 0 1,440 0
0
0 National
Taiwan
Ocean University
Associate
Manager,
Plating
Plant,Yieh Phui


Vice Chairman
and President -
Yieh
Phui
(China)


None
None None
Senior
Professional
Manager
Taiwan,
R.O.C.
Wen-Chih Liu Male 2014/12/01 0 0 0 0
0
0 Master
Degree,
National
Taiwan
University
Manager, US Kraft
Heinz Company
Taiwan
Manager, British
Unilever Taiwan


None
None None None
Senior
Manager
Taiwan,
R.O.C.
Chuan-Hsiang
Huang

Male
2015/04/01 0 0 0 0
0
0 National
Chung
Hsing University

Assistant Vice
Chairman
-
E-United
Group

None
None None
Senior
Engineer
Taiwan,
R.O.C.
Tai-An Kung Male 2016/03/01 0 0 0 0
0
0 Cultural University VP - Yieh Phui
(China)

None
None None
Professional
Manager
Taiwan,
R.O.C.
Jung-Chin
Chuang
Male 2005/08/01 41,790 0 5,916 0
0
0 Tatung University
Manager of foreign
company

None
None None None
Professional
Engineer,
Office of VP
Taiwan,
R.O.C.
Ming-Chih
Tsai
Male 2004/06/01 0 0 0 0
0
0 National
Taiwan
University
of
Science
and



None
None None None

30

Title Nationality Name Gender Date of Electing
(Appointment)

when elected

when elected
Shares held under
spouse or minor
children's names
Shares held under
spouse or minor
children's names
Shares held in names
of other persons
Shares held in names
of other persons

Education and
Work Experiences
Positions
Currently Held
in Other
Companies

Managers who have spousal
or second-degree family
relationships within the
Company

Managers who have spousal
or second-degree family
relationships within the
Company

Managers who have spousal
or second-degree family
relationships within the
Company
Shares Percentage
of Shares
Shares Percentage
of Shares
Shares Percentage
of Shares
Title Name Relationship
Technology
Professional
Engineer
Technology
Associate
Manager,
Production
Division,
Yieh
Lung
Professional
Engineer
Taiwan,
R.O.C.
Wen-Chao
Huang
Male 2008/03/01 0 0 0 0
0
0 Institute
of
Metallurgical
Materials, Illinois
Institute
of
Technology
Manager, Technical
Management
Office




VP - Yieh Phui
(China)

None
None None
Galvanizing
Steel
Production
Division
Associate
Manager
Taiwan,
R.O.C.
Shun-Chin
Tsao
Male 2009/10/01 0 0 0 0
0
0 National
Taiwan
Ocean University
Plant
Manager,
Yieh
Phui
Pingtung Plant



None
None None None
Professional
Manager
Taiwan,
R.O.C.
Jung-Chang
Liao
Male 2009/11/01 0 0 0 0
0
0 National
Chiao
Tung University
Manager,
Production
Planning Division,
Yieh Phui


None
None None None
Mechanical
Production
Division
Associate
Manager
Taiwan,
R.O.C.
Chiu-Lin Pan Male 2010/03/01 41,722 0 0 0
0
0 National
Chiayi
Institute
of
Agricultural
Plant
Manager,
Mechanical
Production
Division,
Yieh
Phui




None
None None None
Utilities
Division
Associate
Manager
Taiwan,
R.O.C.
Chung-Hsin
Wu
Male 2010/09/01 5,188 0 764 0
0
0 National
Chiayi
University
Manager,
Mechanical
Maintenance
Division

None
None None None

31

Title Nationality Name Gender Date of Electing
(Appointment)

when elected

when elected
Shares held under
spouse or minor
children's names
Shares held under
spouse or minor
children's names
Shares held in names
of other persons
Shares held in names
of other persons

Education and
Work Experiences
Positions
Currently Held
in Other
Companies

Managers who have spousal
or second-degree family
relationships within the
Company

Managers who have spousal
or second-degree family
relationships within the
Company

Managers who have spousal
or second-degree family
relationships within the
Company
Shares Percentage
of Shares
Shares Percentage
of Shares
Shares Percentage
of Shares
Title Name Relationship
Senior
Manager
Taiwan,
R.O.C.
Chi-Chen Li Male 2010/10/01 787 0 0 0
0
0 National
Sun
Yat-Sen University
Manager, President
Staff's Office


None
None None None
Mechanical
Maintenance
Division
Associate
Manager
Taiwan,
R.O.C.
Sheng-Wei
Sung
Male 2011/09/01 0 0 0 0
0
0 Chin-Yi Institute of
Technology
Chung Hung

None
None None None
Finance
Division
Associate
Manager
Taiwan,
R.O.C.
Chien-Hung
Lin
Male 2012/03/05 0 0 0 0
0
0 National Chengchi
University
Manager, Chinfon
Commercial Bank
Co., Ltd.
Manager,
Far
Eastern
International Bank




None
None None None
Associate
Manager,
Division
Taiwan,
R.O.C.
Wei-Cheng
Chen
Male 2012/11/08 32,309 0 0 0
0
0 Provincial
Pingtung Institute
of Agriculture
RESA Engineering
Corp.
Ting
Ku
Construction
Co.,
Ltd.



None
None None None
Associate
Manager,
Domestic
Marketing &
Sales
Division
Taiwan,
R.O.C.
Ming-Chia
Tien
Male 2014/09/01 0 0 0 0
0
0 Chung
Yuan
Christian
University
Manager, Domestic
Marketing & Sales
Division



None
None None None
Professional
Manager
Taiwan,
R.O.C.
Hui-Sung
Chiang
Female 2015/01/05 0 0 0 0
0
0 Master of Public
Relations, Stirling
University, UK
Associate
Manager,
Public
Affairs
Division,
E-United Group
Spokesperson,
Kaohsiung
E-Da
ThemePark





Associate
Manager,
E-United
Group
None None None

32

Title Nationality Name Gender Date of Electing
(Appointment)

when elected

when elected
Shares held under
spouse or minor
children's names
Shares held under
spouse or minor
children's names
Shares held in names
of other persons
Shares held in names
of other persons

Education and
Work Experiences
Positions
Currently Held
in Other
Companies

Managers who have spousal
or second-degree family
relationships within the
Company

Managers who have spousal
or second-degree family
relationships within the
Company

Managers who have spousal
or second-degree family
relationships within the
Company
Shares Percentage
of Shares
Shares Percentage
of Shares
Shares Percentage
of Shares
Title Name Relationship
Associate
Manager,
Steel
Structural
Sales &
Construction
Division
Taiwan,
R.O.C.
Wei-Kung
Chang
Male 2015/04/01 0 0 0 0
0
0 Cultural University
Associate
Manager, Steel
Tube
Division,
Hsin Yang


None
None None None
Senior
Associate
Manager,
Information
System
Division
Taiwan,
R.O.C.
Chun-Kai
Huang
Male 2015/05/01 0 0 0 0
0
0 National
Kaohsiung Institute
of Technology
Manager,
Information
System Division

None
None None None
Associate
Manager,
Sales
Management
Division
Taiwan,
R.O.C.
Yuan-Hsing
Kuo
Male 2015/06/01 0 0 0 0
0
0 Feng
Chia
University
Senior
Manager,
Sales Management
Division



None
None None None
President's
Staff Office
Associate
Manager
Taiwan,
R.O.C.
Wen-Cheng
Pan
Male 2015/09/01 5,477 0 0 0
0
0 Chung
Yuan
Christian
University
Senior
Manager,
President
Staff's
Office



None
None None None
Associate
Manager,
TPM
Development
Office
Taiwan,
R.O.C.
Wen-I Weng Male 2016/01/06 62,587 0 0 0
0
0 The Taipei College
of
Science
and
Technology


Manager,
E-United
Group
None None None
Associate
Manager,
Technology
Division
Taiwan,
R.O.C.
Ping-Lin
Yang
Male 2016/03/01 0 0 0 0
0
0 I-Shou University
Senior
Manager,
Technology
Division

None
None None None
Technology
Development
Office
Associate
Manager
Taiwan,
R.O.C.
Chung-Chan
Chiang
Male 2016/03/01 125 0 0 0
0
0 Feng
Chia
University
Senior
Manager,
Technology
Development
Office


None
None None None

33

Title Nationality Name Gender Date of Electing
(Appointment)

when elected

when elected
Shares held under
spouse or minor
children's names
Shares held under
spouse or minor
children's names
Shares held in names
of other persons
Shares held in names
of other persons

Education and
Work Experiences
Positions
Currently Held
in Other
Companies

Managers who have spousal
or second-degree family
relationships within the
Company

Managers who have spousal
or second-degree family
relationships within the
Company

Managers who have spousal
or second-degree family
relationships within the
Company
Shares Percentage
of Shares
Shares Percentage
of Shares
Shares Percentage
of Shares
Title Name Relationship
Trade
Management
Office
Associate
Manager
Taiwan,
R.O.C.
Wen-Chung
Tian
Male 2017/02/01 87,512 0 0 0
0
0 Feng
Chia
University
Finance Manager

None
None None None
Associate
Manager,
Import and
Market
Survey
Office
Taiwan,
R.O.C.
Chia-En Kuo Male 2017/02/01 0 0 0 0
0
0 Chung
Yuan
Christian
University
Manager,
Import
and Market Survey
Office



None
None None None
Domestic
Marketing &
Sales
Division I
Associate
Manager
Taiwan,
R.O.C.
Wei-Pin Kan Male 2017/03/01 0 0 0 0
0
0 Yung Ta Institute
of Technology &
Commerce
Manager, Domestic
Marketing & Sales
Division I



None
None None None

34

III. Compensations to Directors, President and Vice Presidents:

(I) Compensations paid to Directors (including independent directors, with the aggregate method and with disclosure of individual names and their corresponding compensation range) Unit: in NT$ thousands

Title Name Compensation of Directors Compensation of Directors Compensation of Directors Sum of items A, B, C
and D to NIAT Ratio
(Note 10)
Sum of items A, B, C
and D to NIAT Ratio
(Note 10)
Compensations Paid to Con Compensations Paid to Con Compensations Paid to Con Compensations Paid to Con current Employees current Employees Sum of
D, E, F a
Ratio
items A, B, C,
nd G to NIAT
(Note 10)
Compensatio
ns from
other
non-subsidia
ry
companies
invested by
the
Company
(Note 11)
Base Compensation
(A)
(Note 2)
Retirem
ent Pension
(B)
Directors'
Compensation (C)
(Note 3)
Expenses from
Professional Practice
(D) (Note 4)
Salaries, bonuses, and
special expenses (E)
(Note 5)
Retirem
ent pension
(F)
Employee remune ration (G) (Note 6)
The Company All companies
listed in this
financial report
(Note 7)
The Company All companies
included in this
financial report
(Note 7)
The Company All companies
listed in this
financial report
(Note 7)
The Company All companies
listed in this
financial report
(Note 7)
The Company All companies
listed in this
financial report
(Note 7)
The Company All companies
listed in this
financial report
(Note 7)
The Company Companies in the
consolidated
financial statements
(Note 7)
The Company All companies
listed in this
financial report
(Note 7)
The Company All
companies
listed in this
financial
report
(Note 7)
Amount
of Cash
Amount
of
Stock
Amount
of Cash
Amount
of
Stock
Chairman Kuo Chiao
Investment
&
Development
Co. Ltd
Representati
ve: I. S. Lin
(Chairman)
1,541 1,984 837 837 576 1,538 0.22 0.32 14,366 18,618 108 108 47 47 1.28 1.69 11,733
Director Kuo Chiao
Investment
&
Development
Co., Ltd.
Representati
ve:
Lin-Maw
Wu
Director Kuo Chiao
Investment
&
Development
Co., Ltd.
Representat
ive:
Ping-Yong
Liang
Director Kuo Chiao
Investment
&
Development
Co., Ltd.
Representat
ive:
Ching-Tsun
gHuang
Independent
Director
Chin-Shu
Sun

35

Title Name Compensation of Directors Compensation of Directors Compensation of Directors Compensation of Directors Compensation of Directors Compensation of Directors Compensation of Directors Compensation of Directors Sum of items A,
B, C and D to
NIAT Ratio (Note
10)
Sum of items A,
B, C and D to
NIAT Ratio (Note
10)
Compensations Paid to Co Compensations Paid to Co Compensations Paid to Co Compensations Paid to Co ncurrent Employees ncurrent Employees ncurrent Employees ncurrent Employees Sum of items A, B,
C, D, E, F and G to
NIAT Ratio (Note
10)
Sum of items A, B,
C, D, E, F and G to
NIAT Ratio (Note
10)
Compensat
ions from
other
non-subsid
iary
companies
invested
by the
Company
(Note 11)
Base
Compensation (A)
(Note 2)
Retirement
Pension (B)
Directors'
Compensation (C)
(Note 3)
Expenses from
Professional
Practice (D) (Note
4)
Salaries, bonuses,
and special expenses
(E) (Note 5)
Retirement
pension (F)
Employee remuneration (G) (Note
6)
The Company All companies listed in this
financial report
(Note 7)
The Company All companies listed in this
financial report
(Note 7)
The Company All companies listed in this
financial report
(Note 7)
The Company All companies listed in this
financial report
(Note 7)
The Company All companies listed in this
financial report
(Note 7)
The Company All companies listed in this
financial report
(Note 7)
The Company All companies listed in this
financial report
(Note 7)
The Company All companies
listed in this
financial report
(Note 7)
The Company All
companies
listed in
this
financial
report
(Note 7)
Amount of
Cash
Amount of
Stock
Amount of
Cash
Amount of
Stock
Independent
Director
Ching-Hu
i Hsieh
1
2
1
1
5
2
Independent
Director
Te-Yuan
Yang
Independent
Director
Wen-I
Chang
*In addition to the i nformation disclosed above,has anyof the Company's directors received compensations forprovidingservices(e.g. servingas a non-employee consultant)to any of the companies listed in this financial report in the most recentyear:

.

36

Compensation Range

Table of Remuneration Brackets for Directors Name of Director
Total of (A+B+C+D) Total of (A+B+C+D+E+F+G)
The Company
(Note 8)
All companies listed
in this financial
report (Note 9) H

The Company
(Note 8)
All invested
companies (Note 9)
I
Less than NT$ 2,000,000 I. S. Lin, Lin-Maw
Wu, Ching-Tsung
Huang, Ping-Yung
Liang, Chin-Shu
Sun, Ching-Hui
Hsieh, Te-Yuan
Yang, Wen-I
Chang
I. S. Lin, Lin-Maw
Wu, Ching-Tsung
Huang, Ping-Yung
Liang, Chin-Shu
Sun, Ching-Hui
Hsieh, Te-Yuan
Yang, Wen-I Chang
Ping-Yung Liang,
Chin-Shu Sun
Ching-Hui Hsieh,
Te-Yuan Yang
Wen-I Chang
Ping-Yung Liang,
Chin-Shu Sun
Ching-Hui Hsieh,
Te-Yuan Yang
Wen-I Chang
From NT$ 2,000,000 to 4,999,99 I. S. Lin, Huang
Ching-Tsung
From NT$ 5,000,000 to 9,999,999 Lin-Maw Wu I. S. Lin, Lin-Maw
Wu
From NT$ 10,000,000 to 14,999,999
From NT$ 15,000,000 to 29,999,999
From NT$ 30,000,000 to 49,999,999
From NT$ 50,000,000 to 99,999,999
More than NT$ 100,000,000
Total
  • Note 1: The name of directors shall be listed separately (for institutional shareholders, the name of institutional shareholders and representative shall be listed separately), and the payments shall be disclosed collectively. If a director also serves as a general manager or deputy general manager, he/she should fill up this form and the (3-1) or (3-2) below.

  • Note 2: Remuneration of directors in 2016 (including salaries, job remuneration, severance, bonuses, and performance fees).

Note 3: Remuneration paid to directors in 2016 upon the approval of Board of Directors.

  • Note 4: Business expenses paid out to directors in the most recent year (including transport, special expenses, various allowances, accommodation, vehicles, and provision of physical goods and services). If housing, vehicle or other means of transportation, or personal expense is provided, the nature and cost of the asset provided, the rental calculated based on the actual cost or the fair market value, fuel, and other payments shall be disclosed. If a driver is provided, please note the remuneration paid to such driver. However, such remuneration shall not be included.

37

  • Note 5: Remuneration for directors concurrently holding positions in the company (for positions that include the General Manager, Deputy General Manager, other managerial officers, or employees) shall include salaries, job remuneration, severance, bonuses, performance fees, transport fees, special expenses, various subsidies, accommodation, vehicles, and provision of physical items and services. If housing, vehicle or other means of transportation, or personal expense is provided, the nature and cost of the asset provided, the rental calculated based on the actual cost or the fair market value, fuel, and other payments shall be disclosed. If a driver is provided, please note the remuneration paid to such driver. However, such remuneration shall not be included. Any compensations listed under IFRS 2 Share-Based Payment, including issuance of employee stock options, new restricted employee shares and cash capital increase by stock subscription shall also be included.

  • Note 6: For directors concurrently holding positions in the company in 2015 (including the General Manager, Deputy Manager, other managerial officers, or employees) and receiving the remuneration (including stock and cash), the employee's remuneration paid in 2015 upon the approval of the Board of Directors shall be disclosed. If such remuneration cannot be estimated, the remuneration to be distributed in 2015 shall be based on the proportion of the remuneration distributed last year and filled in Schedule 1-3.

  • Note 7: Total remuneration in various items paid out to the Company's directors by all companies (including this Company) listed in the consolidated statement shall be disclosed.

  • Note 8: For the total remuneration in various items paid out to the Company's directors, the name of each director shall be disclosed in the corresponding range of the remuneration.

  • Note 9: Total remuneration in various items paid to every director of this Company by all companies (including this Company) listed in the consolidated statement shall be disclosed. The name of the director shall also be disclosed in the proper remuneration range.

  • Note 10: Net profit refers to the after-tax net income for the most recent fiscal year; for those that have already adopted the IFRS principles, net profit refers to the after-tax net income in individual or consolidated financial reports for the most recent fiscal year.

  • Note 11: (a) Compensations received by the directors from other non-subsidiary companies invested by the Company shall be disclosed in this column.

  • (b) If the director receives remuneration from investments in other companies that are not subsidiaries of this company, the said remuneration shall be included in Column J in the remuneration range table. The name of the column shall also be changed to “All investments in other companies”.

  • (c) Remuneration in this case shall refer to remuneration, fees (including remuneration as a company employee, director, or supervisor), business expenses, and other related payments received by the director of this Company for being a director, supervisor, or managerial officer of other non-subsidiary companies that this company has invested in.

  • * The content of compensation disclosed in this table is derived based on a concept different from the the concept of income stipulated in the Income Tax Act. The purpose of the table is for the disclosure of information, instead of taxation.

38

(II) Compensations paid to president and vice president (with the aggregate method and with disclosure of individual names and their corresponding compensation range) Unit: in NT$ thousands

Title Name Salary (A)
(Note 2)
Salary (A)
(Note 2)
Retirement Pension (B) Retirement Pension (B) Bonuses and
special fees etc (C )
(Note 3)
Bonuses and
special fees etc (C )
(Note 3)
Employee Compensations (D)
(Note 4)
Employee Compensations (D)
(Note 4)
Employee Compensations (D)
(Note 4)
Employee Compensations (D)
(Note 4)
Sum of items A, B, C and D
to NIAT Ratio (%) (Note 8)
Sum of items A, B, C and D
to NIAT Ratio (%) (Note 8)
Whether or not
the person
receives
remuneration
from other
non-subsidiary
companies that
this company
has invested in
(Note 9)
The
Company
All companies
listed in this
financial report
(Note 5)
The
Compa
ny
All
companies
listed in this
financial
report
(Note 5)
The
Company
All
companies
listed in this
financial
report
(Note 5)
The Company listed in this financial
report(note 5)
The
Company
listed in this
financial
report (Note
5)
Cash
Amount
Stock
Amount
Cash
Amount
Stock
Amount
President Lin-Maw
Wu
16,243 21,248 471 471 5,850 7,199 70 0 70 0 1.66 2.12 2,014
Global
Marketing &
Sales
Vice President
Shih-Chi
Yang
Production
Vice President
Yang-Chen
gLan
Planning
Vice President
Wei-Cheng
Chen
Technology
Vice President
Ting-Kuo
Shih
Finance
Vice President
Yung-Hsien
Chen
Vice President -
Steel Pipe
Technology
Chang-Hsin
Ming
Construction
Vice President
Yao-Hsing
Chien
  • Regardless of titles, compensations of employees with positions equivalent to general manager and deputy manager (such as president, CEO, director) shall be disclosed.

39

Compensation Range

Compensation Range
Compensations of Presidents and Vice Presidents by Range Names
Yieh Phui (Note 6) Invested Companies (Note 7) E
Less than NT$ 2,000,000 Shih-Chi Yang, Yao-Hsing Chien Yao-Hsing Chien
From NT$ 2,000,000 to 4,999,99 Yung-Hsien Chen, Yang-Cheng Lan,
Wei-Cheng Chen, Ting-Kuo Shih,
Chang-Hsin Ming
Yung-Hsien Chen, Shih-Chi Yang, Yang-Cheng Lan,
Chang-Hsin Ming, Wei-Cheng Chen, Ting-Kuo Shih
From NT$ 5,000,000 to 9,999,999 Lin-Maw Wu
FromNT$10,000,000to14,999,999 Lin-Maw Wu
FromNT$15,000,000 to29,999,999
FromNT$ 30,000,000 to49,999,999
From NT$ 50,000,000 to 99,999,999
More than NT$ 100,000,000
Total
  • Note 1: The names of general manager and deputy general manager shall be listed separately and the payments shall be disclosed collectively. If a director also serves as a general manager or deputy general manager, he/she should fill this form and (1-1) or (1-2) above.

  • Note 2: General manager and deputy general manager’s compensations in 2016 (including salary, professional compensatin and severance).

  • Note 3: Compensations of general managers/deputy general managers concurrently holding positions in the company shall include bonuses, performance fees, transport fees, special expenses, various subsidies, accommodation, vehicles, and provision of physical items and services. If housing, vehicle or other means of transportation, or personal expense is provided, the nature and cost of the asset provided, the rental calculated based on the actual cost or the fair market value, fuel, and other payments shall be disclosed. If a driver is provided, please note the remuneration paid to such driver. However, such remuneration shall not be included. Any compensations listed under IFRS 2 Share-Based Payment, including issuance of employee stock options, new restricted employee shares and cash capital increase by stock subscription shall also be included.

  • Note 4: Employee compensations (including shares and cash) given to general managers/deputy general managers as approved by the Board of Directors for the most recent fiscal year shall be disclosed. But in case an estimated figure cannot be derived, this year's budgeted compensations shall be calculated based on last year's actual compensations. Please fill Schedule 1-3 with related information. Net profit refers to the after-tax net income for the most recent fiscal year; for those that have already adopted the IFRS principles, net profit refers to the after-tax net income in individual or consolidated financial reports for the most recent fiscal year.

  • Note 5: Total compensations of various items paid out to this Company's General Managers and Deputy General Managers by all companies (including this

40

Company) listed in the consolidated statement shall be disclosed.

Note 6: Names of the Company's general managers and deputy managers shall be disclosed in the range corresponding to the total of compensations paid to them.

  • Note 7: Total compensation of various items paid to every general manager and deputy general manager of this Company by all companies (including this Company) listed in the consolidated statement shall be disclosed. The name of the general manager and deputy general manager shall also be disclosed in the proper compensation range.

  • Note 8: Net profit refers to the after-tax net income for the most recent fiscal year; for those that have already adopted the IFRS principles, net profit refers to the after-tax net income in individual or consolidated financial reports for the most recent fiscal year.

  • Note 9: (a) Compensations of the company's general manager and deputy general manager received from other non-subsidiary companies invested by this company shall be disclosed in this column.

  • (b) If this Company's General Managers or Deputy General Managers receive remuneration from investments in other companies that are not subsidiaries of this company, the said remuneration shall be included in the column E in the remuneration bracket table. The name of the column shall also be changed to “All investments in other companies”.

  • c. Compensation here refers to rewards, remuneration (including remuneration as a company employee, director or supervisor) and subsidy of expenses received by the General Managers or Deputy General Managers of this Company for being a director, supervisor, or managerial officer of other non-subsidiary companies invested by this company.

  • * The content of compensation disclosed in this table is derived based on a concept different from the the concept of income stipulated in the Income Tax Act. The purpose of the table is for the disclosure of information, instead of taxation.

41

(III) Names of executive officers making decisions on employees' compensations and the status of payment

December 31,2017 December 31,2017 December 31,2017 December 31,2017
Title
(Note 1)
Name
(Note 1)
Amount of
Stock
Amount of Cash Total Percentage of
total
compensations to
NIAT(%)
Executive Officers President Lin-Maw Wu 0

326 326 0.02
Vice President -
Finance
Yung-Hsien
Chen
Vice President -
Global
Marketing &
Sales
Shih-Chi
Yang
Vice President -
Production
Yang-Cheng
Lan
Vice President -
Planning
Wei-Cheng
Chen
Vice President -
Technology
Kuo-Lin
Yang
Vice President -
Technology
Ting-Kuo
Shih
Vice President -
Steel Pipe
Technology
Chang-Hsin
Ming
Vice President -
Engineering
Yao-Hsing
Chien
Senior
Consultant
Hsien-Tung
Liu
Senior
Consultant
Tien-Chi
Chang
Special Assistant Chia-Cheng
Lin
Special Assistant
Min-Hsun
Chen
Senior
Consultant
Cheng-Chang
Wu
Professional
Adviser
Yung-Fang
Chang
Senior
Consultant
Hsien-Yao
Chang
Special Assistant
Chen-Wu
Chang
Assistant Vice
President
Te-Jen Huang
Senior Manager Chi-Chen Li
Assistant Vice
President
Cheng-Feng
Wu
Senior Engineer Yung-Hua
Lin
Senior Manager Wen-Chih
Liu
Senior Manager Chuan-Hsian
gHuang
Senior Engineer Tai-An Kung

42

Associate
Manager
Sheng-Wei
Sung
Professional
Engineer
Ming-Chih
Tsai
Associate
Manager
Shun-Chin
Tsao
Professional
Engineer
Wen-Chao
Huang
Associate
Manager
Chung-Hsin
Wu
Assistant Vice
President
Wen-Pin Lin
Associate
Manager
Chun-Kai
Huang
Associate
Manager
Chung-Chan
Chiang
Associate
Manager
Wen-Cheng
Pan
Associate
Manager
Yuan-Hsing
Kuo
Associate
Manager
Ping-Lin
Yang
Assistant Vice
President
I-Feng Yang
Associate
Manager
Wen-I Weng
Associate
Manager
Ming-Chia
Tien
Professional
Manager
Jung-Chang
Liao
Professional
Manager
Wei-Cheng
Chen
Associate
Manager
Jung-Chin
Chuang
Associate
Manager
Chiu-Lin Pan
Associate
Manager
Wei-Pin Kan
Associate
Manager
Chia-En Kuo
Associate
Manager
Wen-Chung
Tian
Associate
Manager
Chien-Hung
Lin
Professional
Manager
Hui-Sung
Chiang
Professional
Manager
Kuo-Lin
Yang
Associate
Manager
Wei-Kung
Chang

Note 1: Individual names and titles shall be disclosed, but compensations received can be disclosed as total sum.

Note 2: Employee compensations (including shares and cash) given to managers as approved by the Board of Directors for the most recent fiscal year shall be disclosed. But in case an estimated figure cannot be derived, this year's budgeted compensations shall be calculated based on last year's actual compensations. Net

43

profit refers to the after-tax net income for the most recent fiscal year; for those that have already adopted the IFRS principles, net profit refers to the after-tax net income in individual or consolidated financial reports for the most recent fiscal year.

  • Note 3: The term executive refers to the positions listed below, as provided in the Financial Supervisory Commission Memorandum No. 0920001301 of March 27, 2013:

  • (1) General Manager and its equivalent

  • (2) Deputy General Manager and its equivalent

  • (3) Assistant Manager and its equivalent

  • (4) Supervisor of Finance Department

  • (5) Supervisor of Accounting Department

  • (6) Other personnel authorized to manage company operations and sign for

  • approval.

Note 4: If Directors, General Manager, or Deputy General Manager have received

employee compensations (including shares and cash), this form shall be filled out in addition to Table 1 Director's Compensations.

  • (IV) Name of employees receiving top 10 highest compensations and status of payment: See page 42 for details

  • (V) Compare and analyze the total compensations paid to each of this Company's Directors, Supervisors, General Managers, and Deputy General Managers in the 2 most recent years by all companies listed in this Company's individual and consolidated financial statements as a percentage of NIAT listed in the individual financial report and describe the policies, standards, and packages for payment of and the procedures for determining of such compensations and its linkage to business performance and future risk exposure.

  • (1) Total compensations paid to the Company’s directors, supervisors, general managers, and deputy general managers in the 2 most recent years and its proportion to NIAT.

2016 2016 2017 2017
Title Total
compensations
paid to
Directors,
Supervisors,
General
Managers, and
Deputy General
Managers and its
proportion to
NIAT.
Total
compensations paid
to Directors,
Supervisors,
General Managers,
and Deputy General
Managers and its
proportion to NIAT
by all companies
included in the
consolidated
financial statements.
Total
compensations
paid to Directors,
Supervisors,
General
Managers, and
Deputy General
Managers and its
proportion to
NIAT.
Total
compensations paid
to Directors,
Supervisors,
General Managers,
and Deputy General
Managers and its
proportion to NIAT
by all companies
included in the
consolidated
financial statements.
Director 0.79% 1.08% 1.28% 1.69%
Supervisor 0.005% 0.005% 0 0
President
and Vice
Presidents
1.16% 1.38% 1.66% 2.12%

44

  • (2) Policies, standards and packages of compensations:

  • Monthly traffic allowance for directors, monthly remunerations for independent directors, and salaries of the Chairman are determined by the board of directors based on the standards commonly practiced in the industry and publicly-listed companies. Other payments and allowances for the Chairman are determined based on the Company’s system of compensation.

  • The Company’s compensation paid to managers is determined in accordance with the Company’s compensation system, overall operating performance, and the manager’s performance evaluation.

  • Remunerations to directors are determined in accordance with Article 30-1 of the Articles of Incorporation, where no greater than 0.1% of profits, if any, should be distributed as remuneration to directors.

  • The main changes in the 2017 compensations are bonus and remunerations, aside from fixed salaries, paid to the Company’s directors who also assume the job of an employee and vice president.

    • (1) Bonus is distributed depending on the achievement both of the Company’s annual operating performance goals and of the personal performance goals. Net operating profit in 2017 declined by 29.22% compared to 2016, and consequently, bonuses to Directors, President and Vice Presidents declined by 29.59% in 2017 compared to 2016.

    • (2) Remunerations paid to Directors in 2017 equals to 0.05% of the net income after tax. Due to the fact that the profit in 2017 shrinks by 45.35% as compared to 2016, remunerations to Directors decreases by 44.61% in 2017 as compared to 2016.

  • (3) Procedures for setting compensations Compensations of directors and managers are regularly assessed and a compensation structure is set by the Company’s Compensation Committee; the proposed compensations are submitted to the Board of Directors for approval and then implemented based on the structure.

45

IV. Implementation of Corporate Governance

(I) Operations of the Board of Directors

A total of 10 Board Meetings were held in 2017. The following lists the attendance of Directors and Supervisors to these meetings:

Title Name (Note 1) Actual
presence
(attendance)
Number
of proxy
attendan
ce

Rate of actual
presence
(attendance)
(%)
(Note2)

Note
Chairman Kuo Chiao Investment &
Development Co., Ltd.
Representative: I. S. Lin
9 1 90.00% Joined the board on Jun.
22nd, 2016 after the
election at the
Shareholders' Meeting
Director a Kuo Chiao Investment &
Development Co., Ltd.
Representative: Ping-Yong
Liang
10 0 100.00% Reelected on Jun., 22,
2016 at the Shareholders'
Meeting.
Director c Kuo Chiao Investment &
Development Co., Ltd.
Representative: Lin-Maw
Wu
10 0 100.00% Joined the board on Jun.
22, 2016 after the election
at the Shareholders'
Meeting
Director d Kuo Chiao Investment &
Development Co., Ltd.
Representative:
Ching-TsungHuang
10 0 100.00% Joined the board on Jun.
22, 2016 after the election
at the Shareholders'
Meeting
Independent
Director a
Chin-Shu Sun 10 0 100.00% Reelected on Jun., 22,
2016 at the Shareholders'
Meeting.
Independent
Director b
Te-Yuan Yang 10 0 100.00% Joined the board on Jun.
22, 2016 after the election
at the Shareholders'
Meeting
(first time as an
independent director)
Independent
Director c
Ching-Hui Hsieh 1 1 50.00% Resigned on March 13,
2017
Independent
Director d
Wen-I Chang 5 0 100.00% Joined the board on Jun.
22, 2017 after the election
at the Shareholders'
Meeting
(first time as an
independent director)

46

Other required disclosure:

  • I. Matters listed in Article 14-3 of the Securities and Exchange Act and other matters that were objected or reserved by the Independent Directors with records or written statements: The Company has set up an Audit Committee. Please refer to information regarding the operation of the Audit Committee.

  • II. When Directors abstain themselves from certain proposals due to conflict of interest, please state the names of the Directors, the content of the proposal, reasons for abstentions and the results of voting counts: The first meeting of the Board in 2017: January 17th, 2017

  • Proposal 3: To discuss the annual (including years of service) and performance bonuses to the Chairman as approved by the Company’s Compensation Committee. (The third proposal was related to the annual (including years of service) and performance bonuses for Chairman, I. S. Lin; therefore, the Chairman abstained from the meeting. Chairman, I. S. Lin appointed director, Lin-Maw Wu, to preside over the meeting when discussing the third proposal.) Resolution: Except for those directors who abstained from participation, discussion, and voting at the meeting as required by law, all directors presented at the meeting did not present any objection and approved the proposal as proposed.

  • Proposal 4: To discuss the year-end compensations to directors who are also a member of the Audit Committee. (The 4th proposal was related to compensations paid to independent directors Chin-Shu Sun, Ching-Hui Hsieh, and Te-Yuan Yang, therefore, they were abstained from the meeting). Resolution: Except for those directors who abstained from participation, discussion, and voting at the meeting as required by law, all directors presented at the meeting did not present any objection and approved the proposal as proposed.

  • Proposal 5: Discussed compensation for the members of the Compensation Committee. (The 5th proposal was related to compensations paid to independent directors who are also members of the Compensation Committee, namely, Chin-Shu Sun, Ching-Hui Hsieh, and Te-Yuan Yang, therefore, they were abstained from the meeting). Resolution: Except for those directors who abstained from participation, discussion, and voting at the meeting as required by law, all directors presented at the meeting did not present any objection and approved the proposal as proposed.

  • Proposal 6: To discuss the annual (including years of service) and performance bonuses to the managers as approved by the Company’s Compensation Committee. (Since the 6th proposal was related to the annual (including years of service) and performance bonuses paid to President Lin-Maw Wu and the senior consultant Ching-Tsung Huang, they were abstained from the meeting.) Resolution: Except for those directors who abstained from participation, discussion, and voting at the meeting as required by law, all directors presented at the meeting did not present any objection and approved the proposal as proposed.

The 8th meeting of the Board in 2017: September 27, 2017 1. Proposal 2: To discuss the adjustment to and amount of salaries paid to managers as approved by the Company’s Compensation Committee. (Since the 2nd proposal was related to compensations paid to President Lin-Maw Wu and the senior consultant Ching-Tsung Huang, they were abstained from the meeting to avoid conflict of interests. President Lin-Maw Wu designated another director, Ping-Yung Liang, to chair the proposal.) Resolution: Except for those directors who abstained from participation, discussion, and voting at the meeting as required by law, all directors presented at the meeting did not present any objection and approved the proposal as proposed.

The 5th meeting of the Board in 2017: December 19, 2017 1. Proposal 4: The Company intends to adjust the compensations paid to independent directors and hence proposes for discussion. (Since the 4th proposal was related to compensations paid to independent directors Chin-Shu Sun, Te-Yuan Yang, and Wen-I Chang, they were abstained from the meeting to avoid conflict of interest.) Resolution: Except for those directors who abstained from participation, discussion, and voting at the meeting as required by law, all directors presented at the meeting did not present any objection and approved the proposal as proposed.

  1. Proposal 7: The Company intends to donate to E-Da Hospital and thus proposes for discussion. (Since the 7th proposal was related to the stakeholders, namely, Chairman I. S. Lin and Director Ching-Tsung Huang (former director of E-Da Hospital), they were abstained from the meeting to avoid conflict of interest.) Chairman I. S. Lin appointed director Lin-Maw Wu as acting chairman for the discussion of the 7th proposal.) Resolution: Except for those directors who abstained from participation, discussion, and voting at the meeting as required by law, all directors presented at the meeting did not present any objection and approved the proposal as proposed.

  2. III. The goals (such as establishing the Audit Committee and increase information transparency, etc.) of strengthening the functionality of the Board of Directors in the current and immediately preceding fiscal years, and the evaluation of their executions: 1. The Company officially set up the Audit Committee in 2016. 2. The Company has compiled the “Corporate Social Responsibility Report” which is available on the Company’s website and is certified by a third party.

  3. The Company’s directors and independent directors have completed the required continuing professional education (CPE) hours in 2017.

  4. The Company has disclosed on its website the english version of its financial statements over each quarter and its Articles of Incorporation.

  5. Starting from 2017, material information will be simultaneously announced with an English version to enhance information transparency and ensure information availability.

47

Note 1: For directors who are juristic persons, the name of institutional shareholders and their representatives should be disclosed.

  • Note 2: (1) Where directors or supervisors resign before the end of the year, the remark column shall

  • be annotated with the date of resignation. Actual presence (attendance) rate (%) shall be calculated using the number of Board Meetings convened and actual presence (attendance) during the term of service.

  • (2) Where Directors and Supervisors were re-elected before the end of the year, both the incoming and outgoing Directors and Supervisors shall be listed accordingly. The remark column shall be annotated to indicate whether the Director or Supervisor was outgoing, incoming, or re-elected as well as the date of re-election. Actual presence (attendance) rate (%) shall be calculated using the number of Board Meetings convened and actual presence (attendance) during the term of service.

48

(II) Operations of the Audit Committee:

Operations of the Auditing Committee

In 2017 the Audit Committee held 9 meetings (A) in which the attendance of independent directors are stated as below:

Title Name Number of actual
attendance (B)
Number of proxy
attendance
Rate of actual
attendance (%)
(B/A) (Note)
Note
Independent
Directora
Chin-Shu Sun 9 0 100.00% Assumed office on
June22,2016
Independent
Directorb
Te-Yuan Yang 9 0 100.00% Assumed office on
June22,2016
Independent
Directorc
Ching-Hui
Hsieh
1 1 50.00% Resigned on March
13,2017
Independent
Directord
Wen-I Chang 4 0 100.00% Assumed office on
June22,2017
Other required disclosure:
I.
For matters enumerated in Article 14-5 of the Securities and Exchange Act, and resolutions not approved by the
Audit Committee but approved by more than two thirds of all the directors: Please refer to Note 1.
II.
Ways in which Independent Directors have abstained from motions that pose a conflict of interest, the Independent
Director’s name, the content of the motion, cause of the conflict of interest, and the circumstances of the vote shall
be elaborated: None
III.
Communication between directors and head of internal audit and CPA (including material issues, audit methods and
results relating to the Company's finances and business).
(I)
Communication between the Company's internal audit personnels and independent directors:
1.
The internal audit manager attends the board meeting to report on the audit operations.
2.
After the audit report and tracking improvement report were submitted and approved, a letter and a copy
of the report are sent to each of the independent directors for review by double registered mail.
The Company's independent directors have maintained optimal communication with the head of internal
audit.
(II) Communication between the Company's CPA and independent directors:
1.
Meeting held on March 21, 2017 Elaborated Key Audit Matters for the Standalone Financial Statements
of Yieh Phui Enterprise Co., Ltd. for the year ended December 31, 2016.
2.
Meeting held on August 7, 2017 Conducted communication on Key Review Matters for the 2017
semi-annual financial statements as reviewed by an CPA.
3.
Meeting held on December 19, 2017 Communicated with the governing body on 2017 planning phases
Communications between the Company’s independent directors and CPAs are effective, where
consensus over various communication matters is achieved.
Please visit Yieh Phui’s websitefor the aforementioned communication matters.

Note:

  • Note: When (an) independent director(s) resign(s) before the end of the year, specify the date of resignation in the remark column. The actual attendance rate (%) shall be calculated using the number of the Salary and Remuneration Committee meetings and the numbers of actual attendant during the term of service.

  • *When election of independent directors is held before the end of the year, list the names of both the incoming and outgoing independent supervisors in the remark column with annotations specifying whether the independent directors are outgoing, incoming or re-elected, as well as the date of the election. The actual attendance rate (%) shall be calculated based on the number of meetings held during the member’s term in the compensation committee and the number of actual attendance of this member.

49

Note 1:

Note1:
Date of
Meeting
Agenda #14-5 of
the
Securities
and
Exchange
Act
Resolutions made
by the Audit
Committee and how
the resolutions were
dealt with by the
Board of Directors.
First Board
Fifth
Meeting
Jan. 17,
2017
1. To discuss the compensation paid to CPAs for 2017, and
to assess their independence.
2. Purchase of shares from associates.
3. Purchase of shares from associates of which the amount
exceeding NT$ 300 million within one year.
4. Engagement in transaction of forward exchange
derivatives.
v Approved by all
members presented,
proposed to
directors and
approved by all
directors presented
at the meeting
without any
objection.
(There is no
resolution that is not
approved by the
Audit Committee
but is approved by
more than two thirds
of all the directors)
First Board
6th Meeting
Feb. 16,
2017
1. Modification of the 2017 Audit Plan.
2. Amendments to "Enforcement Rules of Internal
Auditing".
3. Subscription to associates’ private placement of
common shares
4. Subscription to subsidiaries’ cash offering of new shares
5. Engagement in transaction of forward exchange
derivatives.
V
First Board
7th Meeting
Mar. 21,
2017
1. Business Report, Standalone Financial Statements, and
Consolidated Financial Statements for 2016
2. Revision of the Procedure for Lending and Guarantee.
3. Amendment to the Company's Standard Procedure for
Acquisition or Disposal of Assets
4. Earnings Distribution Proposal for 2016
5. Proposal for shareholders’ dividends for 2016, wherein
cash dividends and stock dividends (i.e., capitalization of
earnings) are proposed.
6. The Company’s Statement of Internal Control System
for 2016
7. Engagement in transaction of forward exchange
derivatives.
V
First Board
The 8th
Meeting
May 9, 2017
1. Proposal of the consolidation of The Company’s Q1
financial statements.
2. Adoption of the Earnings Distribution Proposal for 2016
3. Discussion of the proposal for shareholders’ dividends
for 2016, wherein cash dividends and stock dividends
(i.e., capitalization of earnings) are proposed.
4. To remove the Non-compete Clause on the Company's
Directors.
5. Discussion of the Company’s 2 lending proposals.
6. Endorsements/ guarantees provided by The Company to
subsidiaries.
7. The Company’s engagement in transaction of financial
derivatives.
V
First Board
The 9th
Meeting
Jun. 19,
2017
1. Discussion of amendments to the Company’s
“Procedures for Self-inspection of the Internal Control
System”
2. 2 Proposals for endorsements/ guarantees provided by
The Company to subsidiaries.
3. The Company’s engagement in transaction of financial
derivatives.
V
First Board
The 10th
Meeting
1. Matters respecting the Company acting as a joint
guarantor for syndicated loans taken out by subsidiaries.
2.Report andreview ofthe Company’s engagementin
V

50

Jul.5,2017 transaction of financial derivatives.
3. The Company’s engagement in transaction of financial
derivatives.
First Board
The 11th
Meeting
Aug.7,2017
1. Proposal of the consolidation of The Company’s Q2
financial statements.
2. Discussion of revision of the Company’s “Internal
Control System”
3. 2 Proposals for endorsements/ guarantees provided by
The Company to subsidiaries.
4. The Company’s intention to engage in transaction of
financialderivatives.
V
First Board
The 12th
Meeting
Nov.3,2017
1. Proposal for the consolidation of The Company’s
financial statements for 2017 Q3.
2.. 2. The Company’s engagement in transaction of
financialderivatives.
V
First Board
The 13th
Meeting
Dec.19,2017
1. The Company’s 2018 Audit Plan.
2. Proposal for revision of the Company’s “Accounting
System”.
3. Revision of partial provisions of the “Internal Control
System for Stock Affairs Units” and “General
Administration”.
4. The Company stipulated its “Corporate Governance
Best Practice Principles” for discussion.
5. Discussion of the Company’s intention to engage in
transaction of financial derivatives.
6. Discussion of the Company’s intention to donate to
E-DaHospital.
V

51

(III) Status of corporate governance operations, conformity with the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and the cause of non-conformity

Assessed items Current Operation(Note) Current Operation(Note) Current Operation(Note) Deviations from the Corporate
Governance Best-Practice Principles
for TWSE/TPEx Listed Companies
and Reasons
Y N Summary
I.
Has the Company established and disclosed its code of
practice on corporate governance based on Corporate
Governance Best Practice Principles for TWSE/TPEx Listed
Companies?
V Has the Company established and disclosed its code of practice on
corporate governance based on the latest provisions of the Corporate
Governance Best Practice Principles for TWSE/TPEx Listed Companies?
No significant difference is found
between the Company's practices
and Article 1 of the Corporate
Governance Best Practice Principles
for TWSE/TPEx Listed Companies.
II.
The shareholding structure of the Company and
shareholders' rights
(I)
Did the company establish an internal procedure for
handling shareholder proposals, inquiries, disputes, and
litigations? Are such matters handled according to the
internal procedure?
(II)
Did the company maintain a register of major shareholders
with controlling power as well as a register of persons
exercising ultimate control over those major shareholders?
(III) Did the company establish and enforce risk control and
firewall systems with its affiliated businesses?
(IV) (4) Did the company stipulate internal rules that prohibit
company insiders from trading securities using information
not disclosed to the market?
V
V
V
V (I)
The Company's Shareholder Service Department is a dedicated
unit set up to handle suggestions from and disputes relating to
shareholders. The Shareholder Service Section on the Company's
website is also set up with contact information to facilitate
shareholder contact and inquiry.
(II)
The Company has a a list of the major shareholders of the
Company and the ultimate controlling party of these shareholders.
(III) The Company has established appropriate risk control mechanisms
and firewalls in accordance with the Procedure for Supervision and
Management of Subsidiaries, the Procedure for Lending and
Guarantee, the Procedure for Acquisition and Disposal of Assets
and Procedure for Management of Related-Party Transactions.
(IV) (4) The Company has set up the Procedure for Handling of Internal
Material Information to regulate internal practices.


(I)
No significant difference is
found
between
the
Company's
practices
and
Article 13 of the Corporate
Governance
Best
Practice
Principles for TWSE/TPEx
Listed Companies and the
Company's practices.
(II)
No significant difference is
found
between
the
Company's
practices
and
Article 19 of the Corporate
Governance
Best
Practice
Principles for TWSE/TPEx
Listed Companies and the
Company's practices.
(III) No significant difference is
found between the
Company's practices and
Article 14 of the Corporate
Governance Best Practice
Principles for TWSE/TPEx
Listed Companies and the
Company's practices.
(IV) Conform to the Corporate
Governance Best Practice
Principles for TWSE/GTSM
Listed Companies

52

Assessed items Current Operation(Note) Current Operation(Note) Current Operation(Note) Deviations from the Corporate
Governance Best-Practice Principles
for TWSE/TPEx Listed Companies
and Reasons
Y N Summary
III.
Organization and responsibilities of the Board of Directors
(I)
Has a policy of diversity been established and implemented
for the composition of the board of directors?
(II)
In addition to Salary and Remuneration Committee and
Audit Committee established according to law, has the
company voluntarily established other functional
committees?
(III) Did the company stipulate regulations for assessing the
performance of the board of directors and the process of
assessment? Are these performance assessments carried out
regularly every year?
(IV) Does the company regularly evaluate the independence of
CPAs?
V
V
V
V
(I)
1. Stipulated after approved by the Company’s Board of Directors
on December 19, 2017
A guideline for diversification is available in the Article 20 of
Chapter 3“Enhancing the Occupational Competence of the
Board of Directors"in the“Code of Conducts for Corporate
Governance". The nomination and election of members of the
Company's Board of Directors is conducted in accordance with
regulations as stipulated in the Articles of Incorporation, wherein
a candidate nomination system is adopted, the education and
experience of candidates is evaluated, and practices are conducted
in accordance with“Regulations Governing Election of
Directors"and“Code of Conducts for Corporate
Governance", in order to ensure the independence and
diversification of the directors.
2. The selection of the Company's members of the Board of
Directors takes into considerations including but not limited to
gender and age. Aside from talents with comprehensive
professional experience, there are also accountants and professors
in the finance and economics sectors.
Implementation status of diversification of members of the Board of
Directors:
Director
Name
Sound
business
Financial &
Accounting
Business
management
Crisis
management
Knowledge
of the
An
international
Leadership
ability
Decision
making
I. S. Lin
V
V
V
V
V
V
V
Lin-Maw
Wu
V
V
V
V
V
V
V
Ping-Yon
gLiang
V
V
V
V
V
Ching-Ts
ung
Huang
V
V
V
V
V
V
V
Chin-Shu
Sun
V
V
Te-Yuan
Yang
V
V
V
V
Wen-I
Chang
V
V

53

Assessed items Current Operation(Note) Current Operation(Note) Current Operation(Note) Deviations from the Corporate
Governance Best-Practice Principles
for TWSE/TPEx Listed Companies
and Reasons
Y N Summary
(II)
The Company set up functional committees in compliance with
relevant regulations.
(III) In the future, the Company will set up a performance evaluation
system, along with viable methods and implement performance
evaluation annually.
(IV) (4) The Company assesses by it self the independence of CPAs
once every year. The result of the assessment was reported to and
approved by the Board of Directors on May 9, 2018. Carried out
assessment on the independence of CPA Ling-Wen Huang and
CPA Jen-Yao Hsieh of the Crowe Horwath (TW) CPAs.
Assessment items include: Not taking jobs in the various
companies as a director, supervisor, manager, or officer in charge
of jobs having significant influence; not a stakeholder of the
Company; Not having conflict of interest against the Company
either directly or indirectly; Not co-investing or sharing profits
with the Company; Not a shareholder having more than 1 % of
Yieh Phui's outstanding shares, or one of the top 10 individual
shareholders; Not commissioned for certification for consecutive 7
years. All the assessment items satisfy the Company's standards
respecting independence assessment. Therefore, CPA Ling-Wen
Huang and CPA Jen-Yao Hsieh are qualified for being the
Company's CPAs, and Crowe Horwath (TW) CPAs also has
issued an“Independence Statement".

54

Assessed items Current Operation(Note) Current Operation(Note) Current Operation(Note) Deviations from the Corporate
Governance Best-Practice Principles
for TWSE/TPEx Listed Companies
and Reasons
Y N Summary
IV.
If the company is a publicly-listed company, has the
company set up a dedicated (concurrent) unit or personnel to
handle corporate governance related matters (including but
not limited to providing directors and supervisors
information needed to carry out their duties, handling
matters relating to board of director and shareholders’
meeting, carrying out company registration and change of
registration processes and preparing minutes of board of
director and Shareholders’ Meetings.

V
Stipulated after approved by the Company's Board of Directors on
December 19, 2017
As stated in Article 3-1 of the Corporate Governance Principles, the
finance unit of the Company is an adjunct unit in charge of matters
relating to corporate governance, which are executed by the Stock Affairs
Section, a subordinate unit under the finance unit. The head of the finance
department, who is in charge of the supervision work and has at least
three years of management experience in a public company in handling
finance affairs, stock affairs, and meeting affairs, is to ensure
shareholders interest and enhance the occupational competence of the
Board of Directors. His/Her duties include providing materials necessary
for execution of business by directors, handling matters relating to Board
Meetings and Shareholders'Meetings according to law, handling
corporate registration and amendment registration, and producing
minutes of the board meetings and the the Shareholders'Meetings,
etc..
Status of operation and execution in 2017 is stated as follows:
The status of execution was reported to the Board of Directors on March
21, 2018.
1.
Helps directors'understanding of the latest laws and regulations
and thereby facilitating the compliance thereof, in order to provide a
legal basis for the operation of the Board of Directors and the
Shareholders'Meeting.
2.
Carried out registration of capitalization of earnings, and registration
of changes of independent directors.
3.
Produced 10 Board Meeting minutes and 1 Shareholders'Meeting
minutes in 2017.
4.
Launched at least 6 hours of“continuing education at home"for
members of directors, aiming to assist them in understanding the
latest laws and regulations and the compliance trend.
5.
Adopted
a
Bi-directional
communication
means,
wherein
accountants and members of the Audit Committee have meetings at
irregular intervals and audit personnels regularly present their audit
reports to the Audit Committee, so as to fully implement the internal
audit system and the internal control system.
6.
Held the 2017 investors conference as one of the diversified
communication channels between the Company and investors.


























No significant difference is found
between the Company's practices
and Article 3-1 of the Corporate
Governance Best Practice Principles
for TWSE/TPEx Listed Companies
and the Company's practices.
V.
Has the company set up channels of communication for
stakeholders (including but not limited to shareholders,
employees,customers and suppliers),dedicated a section of
V With stakeholders either as a correspondent bank, other creditors, an
employee, consumer, supplier, community, or a company, the Company
makes available clear communication channels,respects and secures their

No significant difference is found
between the Company's practices
and Article 51 of the Corporate

55

Assessed items Current Operation(Note) Current Operation(Note) Current Operation(Note) Deviations from the Corporate
Governance Best-Practice Principles
for TWSE/TPEx Listed Companies
and Reasons
Y N Summary
your company's website for stakeholder affairs and
adequately responded to stakeholders' inquiries on
significant corporate social responsibility issues?
interests guaranteed by law, sets aside on its website an investor zone
with contact information of the various responsible units available,
constructs questionnaires for stakeholders to understand the key issues
they care about, so as to adjust the Company's operating policies
accordingly.
Governance Best Practice Principles
for TWSE/TPEx Listed Companies
and the Company's practices.
VI.
Does the Company commission professional shareholder
services agency to hold Shareholders' Meeting and other
relevant affairs?
V The Company's shareholder service unit is staffed with professionals
with required certification and continuing education to ensure that the
shareholder meetings are legal, effective and safe.
No significant difference is found
between the Company's
practices and Article 7 of the
Corporate Governance Best
Practice Principles for
TWSE/TPEx Listed
Companies and the Company's
practices.
VII. Information Disclosure
(I)
Did the company establish a website to disclose information
on financial operations and corporate governance?
(II)
(2) Did the company adopt other means of information
disclosure (such as establishing an English language
website, delegating a professional to collect and disclose
company information, implement a spokesperson system,
and disclosing the process of investor conferences on the
company website)?
V
V
(I)
The Company has set up a website for disclosure of information
relating to the Company's operations, financial and corporate
governance practices in Chinese and English. Investors can also
view the information at the Market Observation Post System
(MOPS).
(II)
The Company has set up an English website and assigned a
designated personnel to be in charge of the collection and
disclosure of the Company's information. A spokesperson system
has also been constructed as required, which is capable of
disclosing information respecting the Company properly and
timely.
An investors conference was held in 2017, of which the video
records are readily available on the Company's website.

(I)
No significant difference is
found between the Company's
practices and Article 57 of the
Corporate Governance Best
Practice Principles for
TWSE/TPEx Listed
Companies and the
Company's practices.
(II)
No significant difference is
found between the Company's
practices and Article 57 of the
Corporate Governance Best
Practice Principles for
TWSE/TPEx Listed
Companies and the
Company's practices.
VIII. Has the Company disclosed other information to facilitate a
better understanding of its corporate governance (Including
but not limited to employee's rights, employee care, investor
relations, supplier relations, stakeholders' rights, further
studies of Directors and Supervisors, implementation of risk
management policies and measurement standards,
implementation of customer policies and purchase of
liability insurance for the Directors and Supervisors of the
Company)?
v 1.
For employee rights and benefits, please refer to P. 139
2.
The Company has set up an online platform with disclosure of the
contact number and email of the Shareholder Service Department
to facilitate shareholder communication and information
transparency, providing the suppliers and stakeholders an overview
of the Company's operations and practices.
3.
The Company provides the directors updated information on laws
and regulations and schedules of available opportunities for
continuing education.
4.
The Company at all time takes notice of and understands relevant
laws and regulations as stipulated or amended bythe competent

No significant difference is found
between the Company's
practices and Article 39, 47,
49, 50, 51, 52 and 53 of the
Corporate Governance Best
Practice Principles for
TWSE/TPEx Listed
Companies and the
Company's practices.

56

Assessed items Current Operation(Note) Current Operation(Note) Current Operation(Note) Deviations from the Corporate
Governance Best-Practice Principles
for TWSE/TPEx Listed Companies
and Reasons
Y N Summary
authority, so as to minimize its potential operation risks.
5.
The Company has purchased for directors a liability insurance
policy, of which the extent of coverage and contents were reported
to the Board of Directors on the Board Meeting held on May 9,
2018.
6.
For the Company's Directors' and Supervisors' Continuing
Education, please refer to the Directors' Continuing Education
section in this annual report, p 58
IX.

Please specify the Company's measures to improve the items listed in the corporate governance review result by Taiwan Stock Exchange's Corporate Governance Center and the
improvementplans for itemsyet to be improved.(Leave blank ifyour companywas not evaluated.)
Evaluation Index
Improved
Did the company disclose the English annual report 7 days before the day of the AGM?
The 2017 English annual report has been prepared.
Does the Company file Chinese and English material information simultaneously?
Material information disclosure in both Chinese and English started in January 2017.
Has the reports disclosing non-financial information of the Company, such as the
corporate social responsibilityreport,been certified bya third-partyagency?
The 2016 Corporate Social Responsibility Report, which was compiled in 2017, has
been reviewed and certified bySGS.
Has the Company disclosed its stipulated Corporate Governance Principles?
The Corporate Governance Principles has been stipulated and disclosed in 2017.
Evaluation Index
Priority improvement and actions for items not yet improved
Has the Company established a/an dedicated (adjunct) unit for promoting ethical
corporate management and corporate social responsibilities, and disclosed in its annual
reports and company website the operation and implementation of which unit, and
reported regularlyto the Board of Directors?
The Company is currently developing and discussing setting up an adjunct unit and
procedures and regulations for organization operation, which will be proposed for
resolution by the Board of Directors after signed by the management.
Has your company set up a whistle-blower mechanism for reporting of illegal (including
bribery) and unethical conducts carried out by your company's personnel inside and
outside of the companyand hasyour companydisclosed relevant information?
The Company is currently developing and discussing stipulating procedures and
code of conducts respecting ethical corporate management, which will be proposed
for resolution bythe Board of Directors after signed bythe management.

Note: Provide a brief description in the appropriate column, regardless whether yes or no is selected.

Status of continuing education by the directors in 2017:

57

Title Name Date Organizer Course Name Number
of Hours
Chairman I. S. Lin Sep. 27 Taiwan Corporate
GovernanceAssociation
Occupational competence of the Board of Directors and the
performance evaluation thereof
3
Sep. 27 Taiwan Corporate
GovernanceAssociation
Talks on the principles and cases of ethical corporate management,
corporate governance, and corporate social responsibility
3
Director Lin-Maw
Wu
Sep. 27 Taiwan Corporate
GovernanceAssociation
Occupational competence of the Board of Directors and the
performance evaluationthereof
3
Sep. 27 Taiwan Corporate
GovernanceAssociation
Talks on the principles and cases of ethical corporate management,
corporate governance, and corporate social responsibility
3
Director Ping-Yong
Liang
Sep. 27 Taiwan Corporate
GovernanceAssociation
Occupational competence of the Board of Directors and the
performance evaluationthereof
3
Sep. 27 Taiwan Corporate
GovernanceAssociation
Talks on the principles and cases of ethical corporate management,
corporate governance, and corporate social responsibility
3
Director Ching-Tsu
ng Huang
Sep. 27 Taiwan Corporate
GovernanceAssociation
Occupational competence of the Board of Directors and the
performance evaluation thereof
3
Sep. 27 Taiwan Corporate
GovernanceAssociation
Talks on the principles and cases of ethical corporate management,
corporate governance, and corporate social responsibility
3
Independent
Director
Chin-Shu
Sun
Aug. 9 National Federation of
CPA Associations of
R.O.C.
Directors'and supervisors'responsibilities over misstatement of
disclosed information and financial statements.
3
Aug. 10 National Federation of
CPA Associations of
R.O.C.
How Directors Do Their Best Attentions 3
Independent
Director
Wen-I
Chang
Aug. 11 Securities & Futures
Institute
Equity Transfer by Insiders of Listed Companies and Unlisted Public
Companies andLegalCompliance
3
Sep. 27 Taiwan Corporate
GovernanceAssociation
Occupational competence of the Board of Directors and the
performance evaluationthereof
3
Sep. 27 Taiwan Corporate
GovernanceAssociation
Talks on the principles and cases of ethical corporate management,
corporate governance, and corporate social responsibility
3
Oct. 27 Securities & Futures
Institute
2017 Insider Trading and Corporate Social Responsibility Forum 3
Independent
Director
Independent
Director
Te-Yuan
Yang
Sep. 27 Taiwan Corporate
GovernanceAssociation
Occupational competence of the Board of Directors and the
performance evaluationthereof
3
Sep. 27 Taiwan Corporate
Governance Association
Talks on the principles and cases of ethical corporate management,
corporate governance, and corporate social responsibility
3

58

(IV) Information on the Members of the Compensation Committee

Title
(Note 1)
Requirem
ent
Name
Do the Directors have five or more
years of work experience
and the following professional
qualifications?
Do the Directors have five or more
years of work experience
and the following professional
qualifications?
Do the Directors have five or more
years of work experience
and the following professional
qualifications?
Independence Independence Independence (note 2) (note 2) Number
of other
publicly-li
sted
companie
s
concurren
tly
serving as
a member
of the
compensa
tion
committe
e


Note
Currently
serving as
an
instructor
or a
higher
post in a
private or
public
college or
university
in the
field of
business,l
aw,
finance,ac
counting,o
r the
business
sector of
the
Company

Currently
serving as a
judge,
prosecutor,
lawyer,
accountant, or
other
professional
practice or
technician
that must
undergo
national
examinations
and
specialized
license.

Work
experien
ce
necessar
y for
business
administ
er, legal
affairs,
finance,
accounti
ng, or
business
sector of
the
Compan
y



1
2 3 4 5 6 7 8
Independen
t Director
Chin-Shu
Sun
- V - V V V V V V V V 1
Independen
tDirector
Te-Yuan
Yang
V - - V V V V V V V V 0
Independen
t Director
Wen-I
Chang
- V - V V V V V V V V 1

Note 1: For title, please identify whether the person is a Director, Independent Director or other.

Note 2: Please tick the boxes below each criterion if a member meets these conditions within two years prior to being elected and during his/her term of service. 

  • (1) Is not employed by the Company or its affiliated companies.

  • (2) Is not a Director or Supervisor at the Company or its affiliated companies. (excluding independent directors set up by the Company, its parent company or subsidiaries in compliance of the local regulations).

  • (3) Is not a shareholder that hold more than 1% of the Company’s total shares or rank among top-ten shareholders, this applies for the Director him/herself, spouse, minor children, or shares held under others’ names.

  • (4) Is not a spouse, second-degree relative, or direct, blood-related third degree relative of the personnel listed in the first three sub-paragraphs.

  • (5) Not a director, supervisor, or employee of a corporate shareholder that directly holds 5% or more of the total number of outstanding shares of the Company or that holds shares ranking in the top five in holdings.

  • (6) Is not a Director, Supervisor, manager, or a shareholder that holds more than 5% of shares at a company or institution that has financial or business exchanges with the Company.

  • (7) Is not a professional, business owner, partner, director, supervisor, manager, or their spouse at a sole proprietor, partnership, company, or institution that offers business, finance, or accounting services or consultancy for the Company or its affiliated companies.

Not been a person of any conditions defined in Article 30 of The Company Act

59

Operations of the Compensation Committee

  • I. There are three members in the Compensation Committee of the Company.

  • II. Term of the Committee: June 22, 2016 to June 21, 2019. In 2017, the Compensation Committee

held 3 meetings (A), in which the qualification and attendance of the Committee members are stated as follows:

Title Name Number
of actual
attendance
(B)
Number of
proxy
attendance
Rate of actual
attendance (%)
(B/A)
(Note)
Note
Convener Chin-Shu
Sun
3 0 100%
Member Wen-I
Chang
1 0 100% Assumed office on May
9,2017
Member Ching-Hui
Hsieh
1 0 100% Resigned on March 13,
2017
Member Te-Yuan
Yang
3 0 100%
Other required disclosure:
I.
The Compensation Committee held 3 meeting in 2017:
1.
To discuss the year-end bonus and performance bonus.
2.
To discuss the allocation of compensation paid to directors and managers.
3.
To discuss the pay rise for managers, performance evaluation and compensation system
and structures for directors and managers.
All the directors of the board voted in favor of the recommendations of the Compensation
Committee.
II.
The Compensation Committee met 3 times in 2017. No records or written statement has been
issued by any of the committee members to voice out opposing opinions or reservations to
theresolutions.

Note:

(1) When a member of the Compensation Committee resigns before the end of the year, the remark column shall be annotated with the date of resignation. Actual attendance rate (%) shall be calculated based on the number of meetings held by the Compensation Committee and the number of actual attendance during the term of service.

(2) When an election is held for the Compensation Committee before end of the year, members of both the new and old committee shall be listed in separate columns and noted as new, old or reelected members, along with the elected date, in the “Remark” column. The actual attendance rate (%) shall be calculated based on the number of meetings held during the member’s term in the compensation committee and the number of actual attendance of this member.

60

(V) The company's CSR practices, such as environmental protection, social engagement, social contribution, community service, community welfare, consumer rights, human rights, safety and health, the system and methods used to plan and organize CSR activities and the status of implementation:

Corporate Social Responsibility

Assessed items Current Operation(Note 1) Current Operation(Note 1) Gaps with the Corporate Social Responsibility
Best Practice Principles for TWSE/GTSM Listed
Companies and root causes
Y N Brief Description (Note 2)
I.
Implementing corporate governance
(I)
Has the company stipulated corporate social responsibility (CSR) policies
and systems and reviewed the effectiveness of CSR actions?
(II)
Has the company provided regular training on CSR topics?
(III)
Has the company established an exclusively (or concurrently) dedicated
unit for promoting CSR? Is the unit empowered by the Board of Directors
to implement CSR activities at upper management levels? Does the unit
report the progress of such activities to the Board of Directors?
(IV)
(4) Has the company established a relevant salary and remuneration policy
and combined its employee performance assessment system with CSR
policies? Has the company established a clear reward and penalty system?






ˇ
ˇ
ˇ
ˇ
I.
(I)
Implementing corporate governance
Modeled on the business philosophy of “innovation, growth,
responsibility and sustainability” and the goal of “profit creation,
pursuit of excellence and customer trust” established by the E-United
Group, the Company has been dedicated to fulfillment of corporate
social responsibility since founding. To fulfill our corporate social
responsibility and actively respond to the issues concerning our
stakeholders, including investors, competent authority, consumers,
employees, suppliers and the community, we put forward the
following corporate social responsibility policies:
The Company issued its first CSR report in Sep. 2014 (i.e., the
Corporate Social Responsibility Report for 2013, prepared in the
manner as set in GRI G3.1). Thereafter, Yieh Phui presented its 2014
Corporate Social Responsibility Report in the manner as prescribed in
GRI G4.0, wherein the issues concerned by stakeholders were offered
with a management guideline and an implementation plan.
Material issues in the 2017 Corporate Social Responsibility
Report
Respects
Issues
Economic
Corporate Governance
The
Environment Green Operation
The
Environment Hazardous substance management
Social
Compliance of government policy and
laws and regulations
Social
Occupational safety and health and
employees health













Operations listed in the left column are
referenced with Chapter 2 Exercising Corporate
Governance
of
the
Corporate
Social
Responsibility Best Practice Principles for
TWSE/GTSM Listed Companies. Results of
actual implementation are listed below:
(I) No significant difference is found between the
Company's practices and Article 9 of the
Corporate
Social
Responsibility
Best
Practice Principles for TWSE/GTSM Listed
Companies.
Respects Issues
Economic Corporate Governance
The
Environment
Green Operation
The
Environment
Hazardous substance management
Social Compliance of government policy and
laws and regulations
Social Occupational safety and health and
employees health

61

Assessed items Current Operation(Note 1) Current Operation(Note 1) Current Operation(Note 1) Gaps with the Corporate Social Responsibility
Best Practice Principles for TWSE/GTSM Listed
Companies and root causes
Y N Brief Description (Note 2)
For information on the Company’s CSR policies and effectiveness of
implementation, please refer to the Company’s corporate social
responsibility report.
(II)
Since March, 2010, staff of environmental protection section of Yieh
Phui write and issue “Yieh Phui Environmental Protection Report”
each month to compile information related to pollution prevention
and control, important environmental knowledge and energy saving
and carbon reduction to raise the concern of colleagues in Yieh Phui
about the environment of the Earth and to make them take adoptable
measures to be responsible for the protection of the environment on
the Earth. Till 2017, 96 editions of the reports have been issued.
To awake staff’s awareness of the importance of health, the
Company arranges seminars as follows for staff to face their health
problems: 1. Seminar for health; 2. Smoking cessation courses; 3.
Weight loss programs; and 4. Influenza vaccination (publicly funded
vaccination) etc.
In addition, the Company from time to time designates relevant
personnel to attend seminars respecting corporate social responsibility
and sustainability issues. In August and November respectively, the
Company invited professionals from Foundation of Taiwan Industry
Service to the Company to carry out an educational training on
corporate social responsibility.
(III) To implement corporate social responsibility and sustainable business
management, we integrate our core competencies into our social
welfare activities to promote public welfare. Our achievements have
been widely recognized by the society and created business
opportunities and competitive for our corporation. The Company set
up a Social Responsibility and Sustainable Development Committee
chaired by the President as chairman. The Committee was organized
with five functional taskforce and a secretariat office. Information on
the functions of each taskforce and the responsible unit is further
provided below:



























Operations listed in the left column are
referenced with Chapter 2 Exercising Corporate
Governance
of
the
Corporate
Social
Responsibility Best Practice Principles for
TWSE/GTSM Listed Companies. Results of
actual implementation are listed below:
(II) No significant difference is found between
the Company's practice and Article 15 and
21 of the Corporate Social Responsibility
Best Practice Principles for TWSE/GTSM
Listed Companies.
(III) No significant difference is found between
the Company's practice and Article 7 and 9 of the
Corporate Social Responsibility Best Practice
Principles for TWSE/GTSM Listed Companies.

62

Assessed items Current Operation(Note 1) Current Operation(Note 1) Current Operation(Note 1) Gaps with the Corporate Social Responsibility
Best Practice Principles for TWSE/GTSM Listed
Companies and root causes
Y N Brief Description (Note 2)
1.
The Corporate Governance Taskforce is responsible for (1)
internal control system (2) accounting system (3) operational
performance (4) risk management (5) communication with
banks (6) compliance; the Finance Division is responsible for
coordination of the operations.
2.
The Green Energy-saving Taskforce is responsible for
energy-saving, water-saving, carbon emission reduction, waste
reduction and green process; the Production Division is
responsible for coordination of the operations.
3.
The Safety and Health Management Taskforce is responsible for
environmental safety and health, disaster prevention and
control, environmental protection, organization communication
and environmental audit and improvements; The Health and
Safety Division is responsible for coordination of the
operations.
4.
The Product Liability Taskforce is responsible for quality
assurance, product environmental considerations and design,
communication on product-related environmental issue, product
safety, technology patents, customer satisfaction and supply
chain management; The Technology Division is responsible for
coordination of the operations.
5.
The Employee and Social Engagement Taskforce is responsible
for recruitment, employee training, labor relations, employee
care, community engagement and charity events; the Planning
Division is responsible for coordination of the operations.
6.
The Secretariat office and President Staff’s Office act
concurrently to implement CSR policies, track the progress of
corporate social responsibility goals/policy implementation and
compile the corporate social responsibility report, which shall
be forwarded to the Board of Directors for review every year.
(IV) The Company’s Compensation Committee discusses the policies for
compensations
of
directors,
supervisors
and
managers.
Compensations of employees are set based on the Guidelines for
Management of Compensations, Guidelines for Reward and
Punishment,
Appointment
and
Promotion
Guidelines
and
Performance
Evaluation
Guidelines,
integrating
employee
performance
evaluation
and
reward/punishment
into
the
compensation system.































Operations listed in the left column are
referenced with Chapter 2 Exercising Corporate
Governance
of
the
Corporate
Social
Responsibility Best Practice Principles for
TWSE/GTSM Listed Companies. Results of
actual implementation are listed below:
(III) No significant difference is found between
the Company's practice and Article 7 and 9
of the Corporate Social Responsibility Best
Practice Principles for TWSE/GTSM Listed
Companies.
(IV) No significant difference is found between
the Company's practice and Article 9 of the
Corporate
Social
Responsibility
Best
Practice Principles for TWSE/GTSM Listed
Companies.

63

Assessed items Current Operation(Note 1) Current Operation(Note 1) Current Operation(Note 1) Gaps with the Corporate Social Responsibility
Best Practice Principles for TWSE/GTSM Listed
Companies and root causes
Y N Brief Description (Note 2)
II.
Developing Sustainable Environment
(I)
Is the company committed to improving usage efficiency of various
resources and utilizing renewable resources with reduced environmental
impact?
(II)
Has the company referred to the nature of its industry to establish a suitable
environment management system (EMS)?
(III)
(3) Is the company concerned with changes to the global climate and how it
may affect business activities? Has the company implemented greenhouse
gas (GHG) inventory checks and stipulated strategies for reducing energy
consumption, carbon emissions, and greenhouse gas production?






ˇ
ˇ
ˇ
II.
Developing Sustainable Environment
(I)
Since its incorporation in 1988, Yieh Phui Enterprise Co., Ltd. keeps
investing in equipment for control of pollution, promoting the use of
clean energy, implementing manufacturing processes that prevent
pollution, including:
1.
RTO (Regenerative Thermal Oxidizer)
2.
Waste Acid Recovery Equipment
3.
Waste Management
4.
Wastewater Recovery and Reuse Processes
5.
Using natural gas, a clean fuel, as power source for the various
manufacturing processes
Yieh Phui Enterprise Co., Ltd. is committed to enhancing the
utilization efficiency of the resources. Taking into consideration the
impact on the ecology, the Company implements a series of operations
to minimize the impact on the environment, including improving
manufacturing processes to reduce the consumption of resources and
energy, reducing use of hazardous substances, avoiding emission of
environmental pollution and waste and handle waste properly,
enhancing recyclability and reusability of raw materials and products
to maximize sustainability of renewable resources, extending use life
of the products to cut down the burden on the environment and
upgrading the efficiency of water resources to ensure sustainability of
water resources.















Operations listed in the left column are
referenced
with
Chapter
III
Fostering
a
Sustainable Environment of the Corporate Social
Responsibility Best Practice Principles for
TWSE/GTSM Listed Companies. Results of
actual implementation are listed below:
(I) No significant difference is found between
Article 12 and 13 of the Corporate Social
Responsibility Best Practice Principles for
TWSE/GTSM Listed Companies.

64

Assessed items Current Operation(Note 1) Current Operation(Note 1) Current Operation(Note 1) Gaps with the Corporate Social Responsibility
Best Practice Principles for TWSE/GTSM Listed
Companies and root causes
Y N Brief Description (Note 2)
(II)
The Company consumes energy and resources, such as steel, paint,
zinc ingot, water, electricity and LNG, to manufacture galvanized and
painted steel products, steel structures and lifting machines and
facility. The wastewater and gas generated from the manufacturing
process meet the effluent standards after they are processed through
the wastewater and gas processing facilities. Disposal of industrial
waste is commissioned to a certified waste processing company in
accordance with environmental protections laws and regulations.
Control of noise is conducted through shielding and insulation to
achieve the factory noise control standards put forward by the
Environmental Protection Administration. From choice of raw
materials to control of emission and noise generated during the
manufacturing process, the Company has laid out strict control
standards to ensure the health of our employees and the environment.
Upholding the philosophy of “We only have one Earth”, Yieh Phui
Enterprise spares no effort to execute the environmental protection
work, and deems itself “Citizen of the Earth” at all times. To implement
its commitment that “to fulfill corporate social responsibility; and never
compromising over occupational safety and environmental protection”,
Yieh Phui obtained ISO 14001 certification as early as in May 1997, the
first company in the steel industry in Taiwan to obtain the certification
of environment management system.
Yieh Phui executes an environmental audit following the ISO
14001 Environmental Management System to identify the significant
environmental issues, which is then followed up by a series of
environment-related meetings to draft plans and set the goals and
tracking targets for environmental management.














Operations listed in the left column are
referenced
with
Chapter
III
Fostering
a
Sustainable Environment of the Corporate Social
Responsibility Best Practice Principles for
TWSE/GTSM Listed Companies. Results of
actual implementation are listed below:
(II) No significant difference is found between
the Company's practice and Article 11 and
13 of the Corporate Social Responsibility
Best Practice Principles for TWSE/GTSM
Listed Companies.
(III)
In producing corresponding goals and target management proposals
based on the energy saving policy stipulated each year, Yieh Phui
continuously reduces its energy consumption and GHG emission. The
goal of reducingGHG emission is achieved bylaunchingan energy



Operations listed in the left column are
referenced
with
Chapter
III
Fostering
a
Sustainable Environment of the Corporate Social
ResponsibilityBest Practice Principles for

65

Assessed items Current Operation(Note 1) Current Operation(Note 1) Current Operation(Note 1) Gaps with the Corporate Social Responsibility
Best Practice Principles for TWSE/GTSM Listed
Companies and root causes
Y N Brief Description (Note 2)
management system, and various energy saving projects, including,
using inverter controller to manage the ventilation equipment in the
production
line,
replacing
with
high-efficiency
low-power
consumption air compressors, substituting with high-efficiency light
fixtures, etc. It is expected that Kaohsiung Plant No.1 reduces its
carbon emission by 1,527.995 tons per year.
1.
In January 2009, the Company introduced the ISO 14064-1
international greenhouse gas inventory system and set up a
greenhouse gas inventory and verification management
structure. In August 2009, the Company received the
Greenhouse Gas Inventory/Verification Statement.
2.
Kaohsiung Plant I received the ISO 50001 verification
certificate in 2014 and the Pingtung Plant also received the ISO
50001 verification in 2015. In launching an energy
management system and setting up energy saving goals, a
variety of energy saving projects have been implemented,
including, using inverter controller to manage the ventilation
equipment
in
the
production
line,
replacing
with
high-efficiency low-power consumption air compressors,
substituting with high-efficiency light fixtures, etc.

















TWSE/GTSM Listed Companies. Results of
actual implementation are listed below:
(III) No significant difference is found between
the Company's practice and Article 17 of the
Corporate
Social
Responsibility
Best
Practice Principles for TWSE/GTSM Listed
Companies.

66

Assessed items Current Operation(Note 1) Current Operation(Note 1) Current Operation(Note 1) Gaps with the Corporate Social Responsibility
Best Practice Principles for TWSE/GTSM Listed
Companies and root causes
Y N Brief Description (Note 2)
III.
Asserting Social Welfare
(I)
Has the company referred to relevant laws and international human rights
instruments to stipulate relevant management policies and procedures?
(II)
Has the company established employee appeal system and channels, and
are employee appeals handled appropriately?
(III)
Has the company provided employees with safe and healthy work
environments as well as regular classes on health and safety?
(IV)
Has the company established a system to regularly communicate with its
employees, and used appropriate means to notify employees of operation
changes that may result in material impacts?
(V)
Has the Company established an effective competency development career
training program for employees?
(VI)
Has the company established relevant policies and systems of appeal for
consumer rights for the processes of research and development, purchasing,
production, operations, and services?
(VII) Is the company compliant with relevant laws and international laws
governing the marketing and labeling of its products and services?
(VIII) Prior to conducting business with suppliers, has the Company evaluated the
suppliers in terms of past records of impacts on the environment and the
society?
(IX)
(9) Do contracts between the company and its major suppliers include terms
where the company may terminate or rescind the contract at any time if the
said supplier has violated the company's corporate social responsibility
policy and has caused significant impact upon the environment and society?














ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
ˇ
III.
Asserting Social Welfare
(I)
The Company strives to meet full compliance with labor laws and
respect for fundamental principles of labor rights recognized
internationally. We implement humane management, respect opinions
of each individual and enforce non-discriminatory recruitment policy
regardless of sex, race, age, marital and family status. We implement
the compensation and employment criteria and provide equal
opportunities for training and promotion, striving to build a
harmonious workplace.
(II)
Mechanism and Channel for Lodging Complaint
1.
Yieh Phui set up the Guidelines for Handling and Prevention of
Sexual Harassment in 2012 and the Sexual Harassment Prevention
Committee to protect employees and suppliers and visitors entering
the Company for official or private business from sexual
harassment in the workplace, striving to eradicate occurrence of
workplace sexual harassment and safeguard gender equality. The
following channels are available for lodging sexual harassment
complaints:
(1) E-mail: [email protected].
(2) EIP portal sexual harassment prevention area.
(3) Sexual Harassment Prevention Committee and staff. There
were no incidents of sexual harassment in 2017.
2.
Human Rights Safeguards and Complaints:
Yieh Phui observes strict adherence to the domestic and
foreign labor and human rights standards, providing all employees
with fair treatment and respect. No incidents of human rights
violation or discrimination occurred in 2017.
A "Say it Out Loud" section has been set up in the
Company’s internal website, which facilitates employees to
communicate or lodge complaints directly to the Company. A total of
5 complaints was received in 2017.
3.
Workplace Violence
The Company has set up a Workplace Violence Prevention
Plan in 2017, making channels for complaint and reporting of
criminal violations available through the Personnel Management
Department.
























Operations listed in the left column are
referenced with Chapter IV Preserving Public
Welfare of the Corporate Social Responsibility
Best Practice Principles for TWSE/GTSM Listed
Companies. Results of actual implementation are
listed below:
(I) No significant difference is found between
Article 18 and of the Corporate Social
Responsibility Best Practice Principles for
TWSE/GTSM Listed Companies.
(II) No significant difference is found between
the Company's practice and Article 18 of the
Corporate
Social
Responsibility
Best
Practice Principles for TWSE/GTSM Listed
Companies.

67

Assessed items Current Operation(Note 1) Gaps with the Corporate Social Responsibility
Best Practice Principles for TWSE/GTSM Listed
Companies and root causes
Y N Brief Description (Note 2)
(III)
Healthy and Safe Workplace
1. Safety and Health Policy
With a caring heart for the development of Taiwan,
considerations for the safety and health of employees and the
vision - “There is only one earth, Yieh Phui made the declaration of
“Fulfillment of Social Responsibility and No Compromise on
Workplace Safety and Environmental protection”.
With ongoing efforts by all employees, the Company was
awarded “Model of Occupational Safety and Health” from
Industrial Development Bureau, MOEA in 2010, obtained OHSAS
18001 and TOSHMS certificates in 2011, and received “Premium
Occupational Safety and Health Certificate” in the 2011
Announcement Conference and Seminar for Optimization of
Occupational Safety and Health in Workplace.
2. Safety and Health Activities
(1) Occupational Safety Management:
A. Reinforcing operation safety
a. Introduced the DuPont safety management concept.
b. Implemented on-site safety inspection at all levels.
c. provided a complete set of personal protection gears in
accordance with the needs for different workplaces.
d. Launched regular production lines emergency response
drills.
e. Implemented ergonomic engineering.
d. Promoted safety observation.
B. Improving equipment safety.
C. Raising personnel safety awareness
a. Conduct annual on-job education and training and hazard
alert drills and promote safety proposal system
activities.
b. Promote safety culture.
c. Yieh Phui Safety Day Campaign.
(2) Traffic Safety Management:
A. Defensive driving materials and training for motorcycle
and car drivers.
B. Promoting full-coverage helmets for motorcycle riders.
C. Motorcycle safety inspection activities.















Operations listed in the left column are
referenced with Chapter IV Preserving Public
Welfare of the Corporate Social Responsibility
Best Practice Principles for TWSE/GTSM Listed
Companies. Results of actual implementation are
listed below:
(III) No significant difference is found between
the Company's practice and Article 20 of the
Corporate
Social
Responsibility
Best
Practice Principles for TWSE/GTSM Listed
Companies.

68

Assessed items Current Operation(Note 1) Current Operation(Note 1) Current Operation(Note 1) Gaps with the Corporate Social Responsibility
Best Practice Principles for TWSE/GTSM Listed
Companies and root causes
Y N Brief Description (Note 2)
3. Health management and promotion activities:
(3) There is a health science management center within the
plant, together with E-Da Hospital under the E-United Group,
offering elite class healthy living and overall health management
planning services and post-health check-up tracking care. Two
times in each week, services are provided by doctors and health
management professionals stationed at the plant, or by the
company providing group insurance.
Health promotion seminars are held from time to time in 2017,
e.g., "Tobacco Hazards Forum", "Importance of the Status, Effects,
and Screening of Diabetes ", "Healthy Retirement", and
“Workplace Stress Relief”, and regularly-opened smoking cessation
classes,
weight-loss
classes
and
influenza
vaccination
(government-subsidized vaccine).
In participation in the smoking-free family petition card for the
"Stop Smoking for Love - One Million Happiness" campaign
organized by the Kaohsiung City Health Bureau, the Company and
Shin Yang, one of the subsidiaries, received a certification of
appreciation from the bureau on Nov. 25, 2015. In addition, for
three consecutive years (2015, 2016, 2017), the Company is
selected as an outstanding unit in providing smoking cessation
service through its active participation in the smoking cessation
service contest held by Kaohsiung City Health Bureau.
(IV)
Comprehensive and Diverse Communication Channels between
Employer and Employees
1. Communication platform: Yieh-Phui Enterprise Co., Ltd. holds
regular management-employee meetings at least once in every
quarter. All of the 9 management-employee proposals (special
motions) have been responded and dealt with in 2017, with which
the achievement rate is 100%. The “Unity Net”, a special section set
up on the Company’s internal website, features articles written by
employees in a joyful stroke about the Company’s activities,
professional knowledge sharing, hobby and recreation, and inspiring
stories, which enriches the reading experience for Yieh Phui staff.
There were 4 editions issued during 2017. The “Say it Out Loud"
section on the website provides a platform for communication
between employees and the Company.






























Operations listed in the left column are
referenced with Chapter IV Preserving Public
Welfare of the Corporate Social Responsibility
Best Practice Principles for TWSE/GTSM Listed
Companies. Results of actual implementation are
listed below:
(3) No significant difference is found between the
Company's practice and Article 20 of the
Corporate Social Responsibility Best
Practice Principles for TWSE/GTSM Listed
Companies.
(4) No significant difference is found between the
Company's practice and Article 22 of the
Corporate Social Responsibility Best
Practice Principles for TWSE/GTSM Listed
Companies.

69

Assessed items Current Operation(Note 1) Current Operation(Note 1) Current Operation(Note 1) Gaps with the Corporate Social Responsibility
Best Practice Principles for TWSE/GTSM Listed
Companies and root causes
Y N Brief Description (Note 2)
2. Employee Proposal System: Management units value employees’
suggestions; therefore, the Company introduced the "innovative
proposal system", which is open to innovative employee proposals
and suggestions for shortening the work processes and improving
production efficiency in daily operations and reducing costs or
increasing profits.
3. Welfare Committee Meeting: The Welfare Committee Meetings
are held 4 times each year, and a provisional meeting is held when
necessary. Members of the Committee may make forward proposals
or suggestions to the Company on matters relating to welfare
policies, community activities and various subsidies on behalf of the
employees. The proposals or suggestions are made into resolutions
and decided by the members of the Committee, providing a channel
for communication.
4. Public announcement of changes in the organization and operations:
Any changes respecting the organization policy, operation policy,
administration articles (procedures, regulations), working hours of
Yieh Phui Enterprise Co., Ltd. and E-United Group can be
communicated in the first place via email, internal EIP portal
website, and the bulletin board. Every year, the President publishes a
letter to the employees, providing information on the operations of
the current year and the outlook of the coming year.
5. Occupational Safety and Health Committee Meeting: The Corporate
Safety and Health Committee and subcommittees meet quarterly,
attended by members of the Committee and workers’ representatives.
The meeting discusses occupational safety and health policy,
occupational safety and health management plans, health and safety
education and training plan, workplace environment monitoring
plan, monitoring results and improvement measures, health
management, occupational disease prevention and health promotion
issues and various health and safety proposals.

























Operations listed in the left column are
referenced with Chapter IV Preserving Public
Welfare of the Corporate Social Responsibility
Best Practice Principles for TWSE/GTSM Listed
Companies. Results of actual implementation are
listed below:
(4) No significant difference is found between the
Company's practice and Article 22 of the
Corporate Social Responsibility Best
Practice Principles for TWSE/GTSM Listed
Companies.

70

Assessed items Current Operation(Note 1) Current Operation(Note 1) Current Operation(Note 1) Gaps with the Corporate Social Responsibility
Best Practice Principles for TWSE/GTSM Listed
Companies and root causes
Y N Brief Description (Note 2)
(V)
Education, training and career development
Yieh Phui expects that all employees will have maximum
opportunities for development and learning, personal growth and
full extension of potential in the Company. Growth of our
employees means thriving and development of the Company’s soft
power; therefore the Company pushes forward employee education
and
training
and
career
development
through
the
competency-specific education and training system. Yieh Phui is
expecting a verification of the Talent Quality Management System
(TTQS) in 2017. Contents are as follows:
1. New employee education and training
targets on conveying the Company's values ??and the status of
policy implementation to the new employees to facilitate quick
adaptation raise awareness on personal safety. The program
includes five training courses:
(1) New employee management guidelines and corporate culture.
(2) Introduction to labor insurance, health insurance and group
insurance.
(3) TPM activities and implementation status.
(4) Industrial safety and health knowledge.
(5) Environmental protection general education.
2. On-job professional education and training
provides our employees the needed knowledge and skills to
perform their work and assists them to obtaining the needed
certification. The training program includes:
(1) Function-specific professional training
(2) product application engineer
(3) Management system/certification system training














Operations listed in the left column are
referenced with Chapter IV Preserving Public
Welfare of the Corporate Social Responsibility
Best Practice Principles for TWSE/GTSM Listed
Companies. Results of actual implementation are
listed below:
(V) No significant difference is found between
the Company's practice and Article 21 of the
Corporate Social Responsibility Best
Practice Principles for TWSE/GTSM Listed
Companies.

71

Assessed items Current Operation(Note 1) Gaps with the Corporate Social Responsibility
Best Practice Principles for TWSE/GTSM Listed
Companies and root causes
Y N Brief Description (Note 2)
3. Occupational Competence Development Education and Training
To enhance the competence of the Company’s employees of
all levels, this program provides the necessary professional
knowledge, skills, knowledge on new technology and industrial
trends. Career development education and training courses include
five categories:
(1) Management competency
(2) Professional competency
(3) Common competencies
(4) General training
(5) Personal development
Education and training courses are provided to meet the needs of
the various levels. For instance, in order to enhance the competence of
the various management, the training hours of management at the
division level and management at the section level increased by
roughly 50% in 2017 as compared to 2016. In addition, staff at the
technician level were trained on selling and marketing in order to
familiarize them with the value chain both of the Company and of the
industry.
4. Function-specific training
(VI)
Yieh Phui values customers’ feedback and opinions. To safeguard the
interests of our customers and fulfill our obligations of customer
service, we implemented the following practices:
1. Set up a channel for customer complaint and establish a consumer
litigation system or compensation claiming procedure.
2. Conduct regular customer satisfaction survey for internal
assessment.















Operations listed in the left column are
referenced with Chapter IV Preserving Public
Welfare of the Corporate Social Responsibility
Best Practice Principles for TWSE/GTSM Listed
Companies. Results of actual implementation are
listed below:
(V) No significant difference is found between
the Company's practice and Article 21 of the
Corporate Social Responsibility Best
Practice Principles for TWSE/GTSM Listed
Companies.
(VI) Different from Article 23 of the Corporate
Social Responsibility Best Practice
Principles for TWSE/GTSM Listed
Companies, the Company only has
consumer rights protection policy and
procedure to lodge complaint for production,
operations and service procedures.

72

Assessed items Current Operation(Note 1) Current Operation(Note 1) Current Operation(Note 1) Gaps with the Corporate Social Responsibility
Best Practice Principles for TWSE/GTSM Listed
Companies and root causes
Y N Brief Description (Note 2)
3. Provide complete after-sale service, including product return,
service and recycling.
4. Disclose complete product information and provide standard
contract or risk report upon selling.
5. The Technical Services (customer service) Division takes the
initiative to visit customers every year, inquire customer feedback,
listen to customers’ suggestions, ask about product quality and
usage and give customers recommendations on using the product.
(VII) The Company has attached labels, large and small, to the products
inside and outside the packing to provide the accurate information on
the products for customers. Packing and labeling follow a set of strict
standards, and the statement of specification of products complies with
relevant laws and regulations, as well as international standards.
(VIII) The Company has set up a "Procedure for Supplier Evaluation" to
ensure that new and existing suppliers of HSF do not use harmful
substances. Through implementing management of hazardous
substances, Yieh Phui takes actions to prevent potential negative
impact on the environment and increase the ratio of of HSF suppliers.
(IX)
The Company has constructed a clause by which a purchase agreement
may be terminated or cancelled at any time if, at the time of
procurement, any unethical conduct of the other party is found.















Operations listed in the left column are
referenced with Chapter IV Preserving Public
Welfare of the Corporate Social Responsibility
Best Practice Principles for TWSE/GTSM Listed
Companies. Results of actual implementation are
listed below:
(VI) Different from Article 23 of the Corporate
Social Responsibility Best Practice
Principles for TWSE/GTSM Listed
Companies, the Company only has
consumer rights protection policy and
procedure to lodge complaint for production,
operations and service procedures.
(VII) No significant difference is found between
the Company's practice and Article 24 of the
Corporate Social Responsibility Best
Practice Principles for TWSE/GTSM Listed
Companies.
(VIII) Different from Article 26 of the Corporate
Social Responsibility Best Practice Principles
for TWSE/GTSM Listed Companies, the
Company's supplier evaluation only covers
impact on the economy and the environment.
(IX) No significant difference is found between
the Company's practice and Article 26 of the
Corporate Social Responsibility Best
Practice Principles for TWSE/GTSM Listed
Companies.
IV.
Strengthening information disclosure
(I)
Does the company disclose relevant and reliable information relating to
CSR on its official website or the Market Observation Post System
(MOPS)?


ˇ
IV.
Strengthening information disclosure
(I)
The Company discloses information regarding corporate social
responsibility, such as corporate governance, on the external website
and MOPS regularly in the form of Corporate Social Responsibility
Report.
Operations listed in the left column are
referenced with Chapter 5 Enhancing Disclosure
of Corporate Social Responsibility Information of
the Corporate Social Responsibility Best Practice
Principles for TWSE/GTSM Listed Companies.
Results of actual implementation are listed
below:
(I) No significant difference is found between the
practices of the Company and Article 9 of the
Corporate Social Responsibility Best Practice
Principles for TWSE/GTSM Listed Companies.
V.
Where the company has stipulated its own Best Practices on CSR according to the Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies, please describe any gaps between the
prescribed best practices and actual activities taken by the company:
Yieh Phui Enterprise set up the Corporate Social Responsibility Best Practice Principles on November 3, 2016. In general, the implementation status of the Company's corporate social responsibility practices conform
to the corporate social responsibility best practice principles, as disclosed in the [Status of corporate governance operations, conformity with the Corporate Social Responsibility Best Practice Principles for TWSE/GTSM
Listed Companies and the cause of nonconformity] section above.
VI.
Other important information helpful in understanding CSR operation:
Yieh Phui Enterprise discloses the results of implementation of corporate social responsibility practices in the annual financial reports of the respective year and updates the latest news in the Company's external
website from time to time, providing an overview on the status of implementation of corporate social responsibility and results to the stakeholders.

73

Assessed items Current Operation(Note 1) Current Operation(Note 1) Current Operation(Note 1) Gaps with the Corporate Social Responsibility
Best Practice Principles for TWSE/GTSM Listed
Companies and root causes
Y N Brief Description (Note 2)
VII.
The Company should specify if the Company's CSR Report has passed the relevant accreditation awarded by any validation agency: None.
The Company delegates AFNOR Taiwan to verify its 2017 CSR Report by means of Type 1, Medium Level, AA 1000 AS2008 Accountability Standards.

Note 1: Provide a brief description in the appropriate column, regardless whether yes or no is selected.

Note 2: Companies who have compiled CSR reports may specify the ways to access the CSR and the page numbers of the cited content in place of the above-requested description.

74

(VI) Your company's corporate integrity practices and actions taken:

Ethical Corporate Management

Ethical Corporate Management Ethical Corporate Management Ethical Corporate Management
Assessed items CurrentOperation(Note1) Gaps with the Ethical Corporate
Management Best Practice
Principles for TWSE/GTSM
Listed Companies, and the cause
of the saidgaps
Y N Summary
I.
Formulating policies and plans for integrity operation
(I)
Has the company clearly indicated policies and activities related
to ethical corporate management in its bylaws and external
documents, and are the company’s directors and management
actively fulfilling their commitment to corporate policies?
(II) Has the company stipulated a plan to forestall unethical conduct?
Has the company clearly prescribed procedures, best practices,
and disciplinary and appeal systems for violations within the said
plan? Is the plan implemented accordingly?
(III) Has the company established preventive measures for the items
prescribed in Article 7, Paragraph 2 of the Ethical Corporate
Management Best Practice Principles for TWSE/GTSM Listed
Companies or business activities with a higher risk of being
involved in an unethical conduct within the company's scope of
business?


I.
Formulating policies and plans for integrity operation
(I)
The Company's Board of Directors approved the Yieh
Phui Corporate Management Best Practice Principles on
January 25, 2016, setting a policy of ethical business
practices under the models of honesty, transparency and
responsibility and establishing a good corporate
governance and risk control mechanism to create a
business environment for sustainable development.
(II) The Company has set up the Employee Work Rules and
Guidelines for Employee Incentives, Reward and
Punishment, so as to provide a norm for employees'
behavior in the Company.
(III) Employees involving in financial operations, sales and
procurement are required to submit the Employee
Guarantee and update the guarantee every three years.
Employees who fail to submit the Employee Guarantee
or update the document every three years are required to
purchase Fidelity Bond Insurance .
(I)
No significant difference is
found between the
Company's practices and
Article 5 of the Ethical
Corporate Management
Best Practice Principles for
TWSE/GTSM Listed
Companies.
(II) No significant difference is
found
between
the
Company's practices and
Article 6 and 7 of the
Ethical
Corporate
Management Best Practice
Principles
for
TWSE/GTSM
Listed
Companies.
(III) No significant difference is
found
between
the
Company's practices and
Article 17 of the Ethical
Corporate
Management
Best Practice Principles for
TWSE/GTSM
Listed
Companies.

75

Assessed items CurrentOperation(Note1) CurrentOperation(Note1) CurrentOperation(Note1) Gaps with the Ethical Corporate
Management Best Practice
Principles for TWSE/GTSM
Listed Companies, and the cause
of the saidgaps
Y N Summary
II.
Implementation of ethical business operations
(I)
Has the company evaluated ethical records of its counterparty?
Does the contract signed by the company and its trading
counterparty clearly provide terms on ethical conduct?
(II) Has the company established an exclusively (or concurrently)
dedicated unit for promoting ethical corporate management that
answer to the board of directors? Does the said unit regularly
report to the board of directors on the state of its activities?
(III) Has the company established policies preventing conflict of
interests, provided proper channels of appeal, and enforced these
policies and channels accordingly?
(IV) Has the company established effective accounting systems and
internal control systems for enforcing ethical corporate
management? Are regular audits carried out by the company's
internal audit unit or commissioned to a CPA?
(V) (5) Does the company regularly organize internal and external
training for ethical corporate management?



II.
Implementation of ethical business operations
(I)
The Company's Procedure for Procurement Management
specifies a clause of termination or cessation for
unethical conducts in the the purchase agreement.
(II) The Company's Ethical Corporate Management Best
Practice Team is the dedicated unit (formed by the
President Staff's Office, the Finance Division and
Management Division) set up for operations and
supervision
of
corporate
management
practices,
including
drafting,
revision,
implementation,
interpretation, consultation, reporting and filing of
ethical corporate business best practice related operating
procedures and code of conducts. There were no
unethical conducts in 2017.
(III) The Company set up the Code of Conduct, by which the
directors, supervisors and managers are bound to act in
the best interest of the Company, deal with official
business in an objective and effective way and refrain
their spouse, parents, children or relative within the
second-degree of kinship from gaining improper
benefits using their positions in the Company. The
directors, supervisors and managers shall follow the
Procedure for the Board of Directors Meeting when
discussing proposal and shall abstain from discussions
and voting if found to be in conflict of interests.
(IV) The Company set up an accounting system and an
internal control system. In addition to audit activities
conducted by the commissioned CPA, the Company's










(I)
No significant difference is
found
between
the
Company's practices and
Article 9 of the Ethical
Corporate
Management
Best Practice Principles for
TWSE/GTSM
Listed
Companies.
(II) No significant difference is
found
between
the
Company's practices and
Article 17 of the Ethical
Corporate
Management
Best Practice Principles for
TWSE/GTSM
Listed
Companies.
(III) No significant difference is
found
between
the
Company's practices and
Article 19 of the Ethical
Corporate
Management
Best Practice Principles for
TWSE/GTSM
Listed
Companies.
(I)
No significant difference is
found
between
the
Company's practices and
Article 20 of the Ethical
Corporate
Management
Best Practice Principles for
TWSE/GTSM
Listed
Companies.
(II) No significant difference is
found
between
the
Company's practices and
Article 22 of the Ethical

76

Assessed items CurrentOperation(Note1) CurrentOperation(Note1) CurrentOperation(Note1) Gaps with the Ethical Corporate
Management Best Practice
Principles for TWSE/GTSM
Listed Companies, and the cause
of the saidgaps
Y N Summary
internal audit unit also implements regular audit plan
every year.
(V) The Management Division provides information on the
Company's work rules and guidelines for rewards and
punishments during new employee education and
training courses. Employees involving in the
Company's financial operations are required to to
participate in the ethical business best practice related
courses organized by the Taiwan Stock Exchange
Corporation to meet compliance with relevant
regulations.
Corporate
Management
Best Practice Principles for
TWSE/GTSM
Listed
Companies.
III.
Operation of whistle-blowing mechanism in the company
(I)
Has the company established concrete whistle-blowing and
reward systems and accessible whistle-blowing channels? Does
the company assign a suitable and dedicated individual for the
case being exposed by the whistle-blower?
(II) Has the company stipulated standard operating procedures (SOP)
and relevant systems of confidentiality for investigating the case
being exposed by the whistle-blower?
(III) Has the company adopted protection against inappropriate
disciplinary actions for the whistle-blower?

III.
Operation of whistle-blowing mechanism in the
company
(I)
The Company set up the whistle-blower incentive
standards in the Employee Work Rules and the
Guidelines for Reward and Punishment. In addition to
the Company's internal network, any named employee
and individual not working in the Company may report
directly to the corporate governance unit. The corporate
governance unit assigns a dedicated personnel to handle
the matters.
(II) The standard operating procedures (SOP) and relevant
systems of confidentiality for investigating the case
being exposed by the whistle-blower is under
developing.
(III) No incident of inappropriate actions against the
whistle-blower has occurred in the Company.
Compared with Article 23 of the
Ethical Corporate Management
Best
Practice
Principles
for
TWSE/GTSM Listed Companies,
there is still no standard operating
procedures (SOP) and relevant
systems of confidentiality for
investigating
the
case
being
exposed by the whistle-blower.
IV.
Strengthening information disclosure
(I)
Has the company disclosed the contents of its best practices for
ethical corporate management and the effectiveness of relevant
activities upon its official website or Market Observation Post
System (MOPS)?
IV.
Strengthening information disclosure
(I)
The Company's Board of Directors approved the Yieh
Phui Corporate Management Best Practice Principles on
January 25, 2016 and published the content on the
Company's public website.
Difference from Article 25 of the
Ethical Corporate Management
Best Practice Principles for
TWSE/GTSM Listed Companies,
the Company has set up the Yieh
Phui Corporate Management Best

77

Assessed items CurrentOperation(Note1) CurrentOperation(Note1) CurrentOperation(Note1) Gaps with the Ethical Corporate
Management Best Practice
Principles for TWSE/GTSM
Listed Companies, and the cause
of the saidgaps
Y N Summary
Practice Principles, but quantified
data arenotyet available.
V.
Where the company has stipulated its own best practices on ethical corporate management according to the Ethical Corporate Management Best Practice Principles for
TWSE/GTSM Listed Companies, please describe any gaps between the prescribed best practices and actual activities taken by the company:
The Company has set up the Yieh Phui Corporate Management Best Practice Principles. In general, the content conforms with the Ethical Corporate Management Best Practice
Principles for TWSE/GTSM Listed Companies.
VI.
Other information helpful to understand the integrity operation of the company: (e.g., the company's amendment of its principles of integrity operation)
The Company revised the content of the original work rules based on the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies to make it
more completeand conform tothe principles ofethicalpractices.

Note 1: Provide a brief description in the appropriate column, regardless whether yes or no is selected.

78

  • (VII) If the Company has set up corporate governance principles and relevant rules, the Company shall disclose methods for inquiry: The Company has set up relevant corporate governance procedures and guidelines, including Rules of Procedure for Shareholders Meetings, Procedure for Board of Directors Meetings, Compensation Committee Charter, Codes of Ethical Conduct, Ethical Corporate Management Best Practice Principles and the Rules Governing the Scope of Powers of Independent Directors. The information can be found on the MOPS; please see the cover of this annual report for the web link.

  • (VIII) Other important information to facilitate better understanding of the Company's corporate governance activities may be disclosed here:

1. The Company has set up the "Procedures for Handling Material Inside Information," which is made available through the Company's internal website for the directors, managers and all employees.

2. For details on the Company's corporate governance operations, please refer to page 52 of this annual report or visit the MOPS; please see the cover of this annual report for the web link.

79

(IX) The following information relating to implementation of the internal control system shall be disclosed:

1. The Company's Internal Control Statement

Yieh Phui Enterprise Co., Ltd.
Statement of Internal Control System
Date: Mar. 21, 2018
According to the results from our self-evaluation, the Company shall make the following statements on our internal
control system in 2017:
I.
The Company acknowledges that the establishment, implementation and conservation of the
internal control system are the responsibilities of the Board of Directors and the managers of the
Company. The Company has constructed such system. The objectives of the internal control
system include achieving various objectives in business benefits and efficiency (including
profitability, performance, and protection of assets and safety); ensuring the reliability,
timeliness, transparency, and regulatory compliance of reporting; and providing reasonable
assurance.
II.
The internal control system has inherent constraints, and no matter how comprehensive its design may be, an
effective internal control system is only capable of providing adequate assurance for achieving the
above-mentioned objectives. Moreover, the effectiveness of the internal control system may be altered from
changes in the environment and under different situations. Nevertheless, the Company's internal control
system contains self-monitoring mechanisms, and the Company takes immediate remedial actions in response
to any identified deficiencies.
III.
The Company assesses for the effectiveness of the internal control system's design and practices
through the effectiveness of internal control system, as stated in the Protocols and Measures for
the Establishment of Internal Control System in Publicly Listed Companies (hereinafter referred
to as the Protocols). The criteria adopted by the Regulations identify five key components of
managerial internal control: (1) Control Environment;(2) Risk Assessment; (3) Control
Activities; (4) Information and Communication; and (5) Monitoring Activities. Each constituent
element includes a number of categories. Please refer to The Regulations for the aforementioned
categories.
IV.
The Company has evaluated the design and operating effectiveness of its internal control system
according to the aforesaid Regulations.
V.
Based on the above results, the Company believes that the design and implementation of its
internal control systems (including supervision and management of its subsidiaries), as of
December 31, 2017, and understanding the level of goal achievement in regards to operational
benefits and efficiency, as well as whether the reporting is reliable, timely and transparent and
whether it complies with the relevant laws and regulations, is effective and can reasonably assure
the accomplishment of the abovementioned goals.
VI.
This Statement will become an integral part of the Annual Report and the Prospectus of the
Company. Any false hold, concealment, or other illegality in the content made public will entail
legal liability under Articles 20, 32, 171 and 174 of the Securities and Exchange Act. If the
aforementioned content contains illegal matters such as any fraudulent or hidden information, the
Company will be in question of breaching Articles 20, 32, 171, and 174 in the Securities and
Exchange Act and face legal consequences.
VII. The Statement has been agreed by the Company's Board of Directors on March 21, 2018. All of
the 7 directors presented at the meeting approved the content of this statement.
Yieh Phui Enterprise Co., Ltd.
Chairman of the Board: I. S. Lin Signature
President: Lin-Maw Wu Signature

2. Any CPA commissioned to conduct a project review of the ICS shall disclose the CPAs audit report: None

80

  • (X) Any legal penalty enacted upon this Company, any penalty imposed to its personnel by the Company for violation of internal control rules, major fallacies and status of improvements in the most recent year up to the publication date of this report: None

(XI)Significant resolutions made in/by the ShareholdersMeeting and the Board of Directors in the most recent fiscal year up to the date of publication of this Annual Report:

Important resolutions made by the Board of Directors, Shareholders' Meeting and Provisional Meetings in recent years:

  • (1) Minutes of the Shareholders Meetings: June 22, 2017

  • (2) Status of implementation of the Shareholders Meeting: June 22, 2017

  • (3) Minutes of the Board Meeting: June 19, 2017

  • (4) Minutes of the Board Meeting: August 7, 2017

81

(1) Minutes of the Shareholders Meetings: June 22, 2017

Yieh Phui Enterprise Co., Ltd.

Minutes of the 2017 Shareholders Meetings:

Time: 09:30 a.m., June 22, 2017

Location: Ziyi Community Center, No. 57, Jinxue Rd., Ziguan Dist., Kaohsiung City

Attendance: Attendance shares of shareholders presented in person totaled 1,221,969,706 shares, which accounted for 71.12% of the Company ' s outstanding shares of 1,718,090,576 shares, and thus constitute a quorum for the meeting.

  • Attendance: Director Lin-Maw Wu

Director Ching-Tsung Huang

  • Independent Director Sun Chin-Shu

  • Independent Director: Te-Yuan Yang

  • Member of Audit Committee Sun Chin-Shu

  • Member of Audit Committee Te-Yuan Yang

  • Member of Compensation Committee Sun Chin-Shu

  • Member of Compensation Committee Te-Yuan Yang

Vice President of the Finance Department Yung-Hsien Chen

Taiyang & Associates Attorneys & Counselors-at-Law Lin Ching-Yang, Lawyer Crowe Horwath (TW) CPAs: Bing-Chang Su, CPA

  • Chairman: Lin-Maw Wu Minutes: Huang Shu-Hui

  • I. Meeting commences (As of 9:30 am, the total shares represented by shareholders and proxies reached the statutory threshold).

  • II. Chairman's Message: The Chairman of the board of directors is unable to attend this Shareholders' Meeting. The Chairman appointed me to preside over this Shareholders' Meeting (hereinafter abbreviated).

III.Report Items

  1. Business Report in 2016 (Page 4 of the meeting manual)

  2. Report on Evaluation on 2016 Financial Statements by the Audit Committee (Refer to page 26 of the meeting manual)

  3. 2016 Director Compensation and Employee Bonus Report. (Page 27 of the meeting manual)

IV. Recognition

Proposal No. 1: proposed by the Board

Subject: Recognition of 2015 final accounts.

Note: I. For the Company's annual business report, individual financial statements and

  • consolidated financial statements, please refer to pages 4-25 of this manual.

  • II. The above-mentioned individual financial statements and consolidated financial statements have been audited and certified by CPAs Ling-Wen Huang and Jen-Yao Hsieh from Crowe Horwath (TW) CPAs.

  • III. The above-mentioned individual financial statements and consolidated financial statements have been audited by the Audit Committee.

  • IV. Forwarded for recognition.

82

Resolution: passed as proposed.

(The total number of shares with voting rights is 1,221,969,706, in which 1,165,575,670 voted in favor, 338,685 voted against and 56,055,351 recused from the voting.)

Proposal No. 2: proposed by the Board

Subject: Approve the 2016 Earnings Distribution.

Note: The 2016 distribution of retained earnings is shown in the table below:

Yieh Phui Enterprise Co., Ltd.

PROFIT DISTRIBUTION TABLE

2016

Unit: New Taiwan Dollars (NT$)

Item Amount

Beginning retained earning 608,641,931 Less: Remeasurement of defined benefit plans in retained earnings (76,845,020) Less: the changes in associated companies and joint ventures recognized by the equity method (11,647,538) Less: Changes in equity ownership of subsidiaries (11,205,942) Add: current net income after tax 2,502,004,855 Less: statutory reserve (250,200,486) Earnings available for distribution 2,760,747,800 Less: Distribution of Shareholder Dividends (1,718,090,580) Ending retained earning 1,042,657,220

Chairman of the Board: I. S. Lin President: Lin-Maw Wu Accounting Supervisor: Chien-Hung Lin

Resolution: passed as proposed.

(The total number of shares with voting rights is 1,221,969,706, in which 1,165,332,754 voted in favor, 573,517 voted against and 56,063,435 recused from the voting.)

V. Discussions

Proposal No. 1: proposed by the Board

Subject: Discussion of the proposal for shareholders ' dividends for 2016, wherein cash dividends and stock dividends (i.e., capitalization of earnings) are proposed.

Note: I. To distribute in accordance with the 2016 Earnings Distribution Proposal as approved by the Shareholders ' Meeting.

  • II. To distribute cash dividends totaling NT$ 687,236,230, in which NT$ 0.4 is distributed for each share in accordance with the number of shares stated on the shareholder register on the ex-dividend date; to ask authorization to set up the ex-dividend date by the Board of Directors from the Shareholders ' Meeting; to ask full authorization from the Shareholders ' Meeting to the Board of Directors in case the dividend rate changes as a result of changes in outstanding shares due to share buy back.

The cash dividends are rounded down to New Taiwan dollar. The sum of the

83

fraction amount less than 1 New Taiwan dollar is stated as the Company ' s other

revenue.

  • III. To distribute stock dividends of NT$ 1,030,854,350, which is then capitalized as new shares. The proposal is stated as follows:

  • (I) To capitalize the shareholders ' dividend of NT$ 1,030,854,350 into 103,085,435 shares with face value of NT$ 10. The paid-in-capital after such capitalization equals NT$ 18,211,760,110 (1,821,176,011 shares).

  • (II) The mount of capitalization of shareholders dividends is to be used as the funds for bank loans repayment, future plant extension, purchase of machinery and equipment, or reinvestment in other business.

  • (III) Every one thousand shares of the aforementioned new shares, calculated based on the number of shares on the shareholders register on the date when the shares are distributed, are awarded with an additional 60 shares unconditionally; to ask full authorization from the Shareholders ' Meeting to the Board of Directors in case the dividend rate changes as a result of changes in outstanding shares due to share buy back.

  • (IV) The sum of fractional share less than 1 share is distributed in cash based on its face value, and the Chairman of the Board is authorized to designated a party to purchase such shares at face value.

  • (V) Rights and obligations of the new shares are the same as those of the original shares.

  • (VI)After the issuance of new shares is approved by the competent authority, it is to be proposed to the Shareholders ' Meeting for fully authorizing the Board of Directors to determine the date of share offering.

Resolution: passed as proposed.

(The total number of shares with voting rights is 1,221,969,706, in which 1,164,913,496 voted in favor, 958,260 voted against and 56,097,950 recused from the voting.)

Proposal No. 2: proposed by the Board

Subject: Discussion for revision of the Procedure for Lending and Guarantee.

Note: I. To revise the Procedure for Lending and Guarantee to satisfy the Company’s business needs.

  • II. Referenced table stating the content of the Procedure for Lending and Guarantee before and after the revision (Please see pages 30 to 31 and pages 32 to 37 of the meeting manual).

Resolution: passed as proposed.

  • (The total number of shares with voting rights is 1,221,969,706, in which 1,165,158,577 voted in favor, 720,200 voted against and 56,090,929 recused from the voting.)

Proposal No. 3: proposed by the Board

Subject: Proposal to discuss amendment to the Company's Standard Procedure for Acquisition or Disposal of Assets

Note: I. Revision of the Company's "Procedure for Acquisition and Disposal of Assets" is proposed in response to the Company's needs and in accordance with the the Financial Supervisory Commission Directive No. 1050044504 on Nov. 11, 2016 and No. 1060001296 on Feb. 9, 2017.

  • II. Referenced table stating the content of the Procedure for Acquisition and Disposal of Assets before and after the revision (Please see pages 38 to 42 and pages 43 to 52 of

84

the meeting manual.)

Resolution: passed as proposed.

(The total number of shares with voting rights is 1,221,969,706, in which 1,082,842,564 voted in favor, 83,034,216 voted against and 56,092,926 recused from the voting.)

Proposal No. 4: proposed by the Board

Subject: Subject: To revise the Company's Articles of Association.

Note: I. To revise relative clauses of Articles of Association respecting supervisors in response

  • to the Company’s business needs and the requirement in Article 14-4 of the Securities and Exchange Act where an audit committee is required to replace the function of supervisors.

  • II. Referenced table stating the content of the articles before and after the revision (Please see pages 53 to 55 and pages 56 to 65 of the meeting manual).

Resolution: passed as proposed.

(The total number of shares with voting rights is 1,221,969,706, in which 1,165,523,311 voted in favor, 353,468 voted against and 56,092,927 recused from the voting.)

VI. Matters relating to election

Proposal No. 1: proposed by the Board

Subject: By-election for independent director

  • Note: I. Since there is a shortfall of 1 independent director, the by-election shall be held according to law on the date when the 2017 Shareholders’ Meeting is convened.

  • II. The newly elected director shall be in office during the term form June 22, 2017 to June 21, 2019.

III. The candidate list for election of the Company ' s independent director was

approved on May 9, 2017 by the Board of Directors. The follows state the

education, experience and shareholdings of the various candidates:

List of Directors Nominated by Shareholders

As per Article 192-1 of The Company Act, list of candidates for directors is as follows:

Serial
Number
Account No. Name Major academic (work) experience Number
of Shares
Held
1 Independent
Director
Wen-I Chang Current job: Member of Compensation Committee of Yieh United Steel
Corporation
Member of Importers and Exporters Association of
Kaohsiung
Education: Graduate of Advanced Commerce Tutorial School, FUHWA
Senior High School, Kaohsiung City
(Qualified from the 1974 Senior Examination for Accounting
and Auditing Personnel, Passed the Civil Service Special
Examinations Class B for Customs Officers 1976 and Civil
Service Special Examinations for Tax Personnel 1976)
Experience: Internal revenue agent and section head in Revenue Service
Office, Kaohsiung County
Revenue assessor, section chief, and inspector in Kaohsiung
Branch National Tax Administration of Southern Taiwan
Province(NTAS), Ministry of Finance
Inspector and auditor in Fengshan Branch, National Taxation
Bureau of Kaohsiung,Ministry of Finance
0

85

Results of the election:

f the election:
Title Shareholder No. Shareholder Name Representative Number of
Shares Held
Number of
Elected Votes
Independent
Director
Non-shareholder Wen-I Chang 0 1,160,854,069

VII. Other Agendas

Proposal No. 1: proposed by the Board

Subject: To remove the Non-compete Clause on the Company's Directors.

Note: I. According to Article 209 of the Company Act, A director who does anything for himself or on behalf of another person that is within the scope of the company's business, shall explain to the meeting of shareholders the essential contents of such an act and secure its approval.

  • II. To remove the "Non-compete Clause" on the Company's newly elected independent director.

Resolution: passed as proposed.

(The total number of shares with voting rights is 1,221,969,706, in which 1,073,622,780 voted in favor, 91,140,009 voted against and 57,206,917 recused from the voting.)

VIII. Special motion: None

Note: The questions raised by Yun-Hsiang Hsiung (Shareholder Account No. 74878) concern about the operating status of the Company. The Chairman and relevant personnels have fully responded to the questions on time.

IX. Meeting adjourned

86

(2) Status of implementation of the Shareholders Meeting: June 22, 2017

Implementation of Shareholders' Meeting:

**(2) ** Status of imp lementation of the Shareholders Meeting: June 22, 2017
Implementation of Shareholders' Meeting:
lementation of the Shareholders Meeting: June 22, 2017
Implementation of Shareholders' Meeting:
lementation of the Shareholders Meeting: June 22, 2017
Implementation of Shareholders' Meeting:
lementation of the Shareholders Meeting: June 22, 2017
Implementation of Shareholders' Meeting:
Proposal Subject Resolution Status of implementation
Proposal 1
Recognition
Recognition of
2015
final
accounts.
(The total number of shares with voting rights is 1,221,969,706, in which
1,165,575,670 voted in favor, 338,685 voted against and 56,055,351 recused
from the voting. )
To be implemented based
on the content passed in the
resolution and disclosed on
the Company’s website.
Proposal 2 Approve
the
2016
Earnings
Distribution.
(The total number of shares with voting rights is 1,221,969,706, in which
1,165,332,754 voted in favor, 573,517 voted against and 56,063,435 recused
from the voting.)
To be implemented based
on the content passed in the
resolution.
Proposal 1
Discussions
Discussion
of
the proposal for
shareholders’
dividends
for
2016,
wherein
cash dividends
and
stock
dividends (i.e.,
capitalization of
earnings)
are
proposed.
(The total number of shares with voting rights is 1,221,969,706, in which
1,164,913,496 voted in favor, 958,260 voted against and 56,097,950 recused
from the voting. )
Cash dividend of NT$ 0.4 is
distributed for each share as
resolved. The base date for
cash dividend distribution is
Sep. 1, 2017. The amount
had been distributed in full
as
resolved
by
the
Shareholders’ Meeting on
Sep. 29, 2017.
Every 1,000 shares of stock
dividends are awarded with
an additional 60 shares. The
changes in the number of
shares outstanding had been
approved by Department of
Commerce of MOEA as
stated in MOEA Directive
No.
10601132590.
The
share went for public on
Oct. 24,2017.
Proposal 2 Discussion
for
revision of the
Procedure
for
Lending
and
Guarantee.
(The total number of shares with voting rights is 1,221,969,706, in which
1,165,158,577 voted in favor, 720,200 voted against and 56,090,929 recused
from the voting. )
Announced on June 23,
2017 on MOPS and the
Company’s
website,
and
proceeded
for
implementation
according
to the revisedprocedures.
Proposal 3 Proposal
to
discuss
amendment
to
the Company's
Standard
Procedure
for
Acquisition
or
Disposal
of
Assets
(The total number of shares with voting rights is 1,221,969,706, in which
1,082,842,564 voted in favor, 83,034,216 voted against and 56,092,926
recused from the voting. )
Announced on June 23,
2017 on MOPS and the
Company’s
website,
and
proceeded
for
implementation
according
to the revised procedures.
Proposal 4 Subject:
To
revise
the
Company's
Articles
of
Association.
(The total number of shares with voting rights is 1,221,969,706, in which
1,082,842,564 voted in favor, 83,034,216 voted against and 56,092,926
recused from the voting. )
MOEA
approved
the
registration on July 12,
2017 and the result was
disclosed on the Company’s
website.
Proposal 1
Matters
relating to
election
Proposal
for
by-election
of
an independent
director.
Results of the election: MOEA
approved
the
registration on July 12,
2017 and the result was
disclosed on the Company’s
website.
Title Shareholder No. Shareholder Name Representati
ve
Independent
Director
Non-shareholder Wen-I Chang -
Proposal 1
Other
Agendas
To remove the
Non-compete
Clause on the
Company's
Directors.
(The total number of shares with voting rights is 1,221,969,706, in which
1,073,622,780 voted in favor, 91,140,009 voted against and 57,206,917
recused from the voting. )
To be implemented based
on the content passed in the
resolution.

87

(3) Minutes of the Board Meeting: June 19, 2017

Yieh Phui Enterprise Co., Ltd.

The 5th Board of Directors Meeting 2017 (regular)

Time: 02:30 p.m., June 19, 2017

Location: Meeting Room, 10F of E-United Group Headquarters

Attendance: The Chairman attended the meeting in person with all 6 directors present.

Attendants: Kuo Chiao Investment & Development Co. Ltd Representative: I. S. Lin (Chairperson)

  • Kuo Chiao Investment & Development Co. Ltd Representative: Lin-Maw Wu (Director) Kuo Chiao Investment & Development Co. Ltd Representative: Liang Ping-Yung (Director) Kuo Chiao Investment & Development Co. Ltd Representative: Huang Ching-Tsung (Director) Independent Director: Sun Chin-Shu Independent Director: Te-Yuan Yang

Attendant: Auditing Manager: Yu-Chin Lu

Chairman: I. S. Lin Minutes taker: Yung-Hsien Chen

  • I. Reports:

  • Minutes of last meeting and implementation status. (See Appendix I for meeting minutes of the Board Meeting on May 9, 2017, and the implementation thereof.)

  • Significant financial report. (See Appendix II)

  • Internal audit report. (See Appendix III)

  • Other important report items:

    • Between last Board Meeting and June 18, 2017, the Company hadn ' t engaged in any transaction of forward exchange derivatives or currency swaps.

II. Discussions:

Proposal No. 1: Propose to discuss the Companys 2017 Corporate Social

Responsibility Report

  • Note: I. The Financial Supervisory Commission requires listed companies to compile their Corporate Social Responsibility Report, to declare such report to it before June 30 every year, and to place the report on the Company ' s website. In addition, Chapter 2 of the Company ' s Corporate Social Responsibility Best Practice Principles aims to fully implement corporate governance, of which Article 1 states that the Board of Directors shall exercise due care of a good administrator to supervise the Company in achieving its corporate social responsibility goals, and to review and improve the performance of implementation regularly so as to ensure the implementation of its corporate social responsibility.

  • II. The implementation of the Company ' s corporate social responsibility in 2017 has been incorporated into the 2016 Corporate Social Responsibility Report. Please see appendix IV for details.

Resolution: All directors present voted in favor.

' “ Proposal No. 2: Discussion of amendments to the Company s Procedures for

Self-inspection of the Internal Control System

  • Note: I. Article 22 of the Regulations Governing Establishment of Internal Control Systems by Public Companies requires: A public company shall conduct a self-assessment on its internal control system, both at general level and operation level, at least once every year, so as to assist the Board of Directors and the President in evaluating the overall effectiveness of the internal control system, and to provide a basis for the Statement of Internal Control System.

  • II. For 20 years since 1998, the Company has been conducting self-assessment on the

88

internal control system at the general level at least once a year, and at the operation level once every half year.

  • III. Since the internal control system and organization operation are rather stable and mature, the Company intends to conduct the operation-level self-assessment once a year, instead of once every half year, in a hope to reduce relevant costs of labor and operation.

  • IV. Please see appendix V for the reference table of the Procedures for Self-inspection of the Internal Control System before and after revision.

  • V. The proposal has been discussed and approved by the Audit Committee and forwarded to the Board for final resolution.

  • Resolution: All directors present voted in favor.

Proposal No. 3: The Company provides a guarantee of US$5 million for its subsidiary Yieh Phui (Hong Kong) Holdings Limited.

  • Note: I. Yieh Phui (Hong Kong) Holdings Limited, the subsidiary, renews with Kaohsiung Branch, Yuanta Bank its short-term general credit limit of US$ 5 million, for which the Company provides a guarantee of US$ 5 million.

  • II. Accumulated guarantee for Yieh Phui (Hong Kong) Holdings Limited is US$ 132 million.

  • III. The proposal has been discussed and approved by the Audit Committee and forwarded to the Board for final resolution.

Resolution: All directors present voted in favor.

Proposal No. 4: Proposal for the Companys guarantee of NT$ 300 million for Shin Yang Steel Co., Ltd. (Shin Yang Co. hereinafter)

  • Note: I. Shin Yang Co. renews with Metropolitan Branch, Mega International Commercial Bank its short term credit facilities of NT$ 300 million, for which the Company provides a guarantee of NT$ 300 million.

  • II. Accumulated endorsement of guarantee for Shin Yang is NT$ 1,886 million.

  • III. The proposal has been discussed and approved by the Audit Committee and forwarded to the Board for final resolution.

Resolution: All directors present voted in favor.

Proposal No. 5: Discussion of the Companys intention to engage in transaction of financial derivatives.

  • Note: I. For business purposes, the Company intends to engage in financial derivative transactions respecting forward exchange rates and currency swaps. In the coming three monthes, the Company will conduct transactions of this kind of up to US$ 60 million, and hence proposes for authorizing the Chairman of the Board to sell and purchase in installments when he/she deems exchange rate and interest rate appropriate. Such transactions shall be reported to the upcoming Board of Directors when completed.

  • II. The proposal has been discussed and approved by the Audit Committee and forward to the Board for final resolution.

Resolution: All directors present voted in favor.

Meeting adjourned

III. Motion: no

89

(4) Minutes of the Board Meeting: August 7, 2017

Yieh Phui Enterprise Co., Ltd.

Minutes of the 7th Board of Directors Meeting 2017 (regular)

Time: 11:25 a.m., August 7, 2017

Location: Meeting Room, 10F of E-United Group Headquarters

Attendance: The Chairman attended the meeting in person with all 7 directors present.

Attendants: Kuo Chiao Investment & Development Co. Ltd Representative: I. S. Lin (Chairperson)

Kuo Chiao Investment & Development Co. Ltd Representative: Lin-Maw Wu (Director) Kuo Chiao Investment & Development Co. Ltd Representative: Liang Ping-Yung (Director) Kuo Chiao Investment & Development Co. Ltd Representative: Huang Ching-Tsung (Director) Independent Director: Sun Chin-Shu Independent Director: Te-Yuan Yang Independent Director: Wen-I Chang

Attendant: Crowe Horwath (TW) CPAs Bing-Chang Su, CPA Auditing Manager: Yu-Chin Lu

Chairman: I. S. Lin Minutes taker: Yung-Hsien Chen

I. Report items:

  1. Minutes of last meeting and implementation status. (See Appendix I for meeting minutes of the Board Meeting on July 5, 2017, and the implementation thereof.)

  2. Significant financial report. (See Appendix II)

  3. Internal audit report. (See Appendix III)

  4. Other important report items:

  5. (1) The Company has prepared its consolidated financial statements for the 2nd quarter of 2017.

    • The above financial statements and the audit report verified by CPAs Ling-Wen Huang and Jen-Yao Hsieh from Crowe Horwath (TW) CPAs are attached for reference (please refer to Appendix IV). The CPAs intend to issue retain-able review reports.

The above financial statements have been approved by the Audit Committee through a discussion.

  • (2) Between last Board Meeting and August 6, 2017, the Company hadn’t engaged in any transaction of forward exchange derivatives or currency swaps.

II. Discussions:

Proposal No. 1: Discussing the base date for cash dividends distributed.

Note: I. Cash dividends amounting to NT$ 687,236,230 as resolved by the 2017 Shareholders’ Meeting is to be distributed in accordance with the shareholdings prescribed on the shareholder register on the dividend distribution date, with NT$ 0.4 for every share.

  • II. To fix the base date of dividend distribution o Sep. 1, 2017 as authorized by the Shareholders’ Meeting.

  • III. To set the during from August 28, 2017 to Sep.1, 2017 on which transfer of shares will be suspended.

IV. The cash dividends are expected to be distributed starting on Sep. 29, 2017.

Resolution: All directors present voted in favor.

Proposal No. 2: To discuss the base date for capital increase resulting from capitalization of stock dividends.

Note: I. Stock dividends to be distributed amounting to NT$ 103,085,435 as resolved by the 2017 Shareholders’ Meeting, representing 103,085,435 shares of which the face value is NT$

90

10, are to be recapitalized into issuance of new shares. Every 1,000 shares are awarded with an additional 60 shares based on the shareholdings stated on the shareholder register on the base date for stock dividends distribution. The sum of fractional share less than 1 share is distributed in cash based on its face value, and the Chairman of the Board is authorized to designated a party to purchase such shares at face value.

  • II. The aforementioned capitalization of earnings into new shares has been reported and effected by the Financial Supervisory Commission on July 25, 2017.

  • III. To fix the base date for capital increase on Sep. 1, 2017 as authorized by the Shareholders’ Meeting.

  • IV. To set the during from August 28, 2017 to Sep.1, 2017 on which transfer of shares will be suspended.

  • V. Rights and obligations of the new shares are the same as those of the original shares.

  • VI. According to Article 10-4 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, the new shares shall be delivered by book-entry transfer in scripless form.

  • VII. To authorize the Chairman of the Board to be fully in charge of other matters relating to the capital increase.

Resolution: All directors present voted in favor.

Proposal No. 3: Discussion of revision of the Company’s “Internal Control System”

  • Note: I. The Procedure for Acquisition and Disposal of Assets and the Procedure for Lending and Guarantee as approved by the shareholders meeting on June 22, 2017, and the revision as required of the partial clauses in General Administration and Investment Circulation in the Company’s Internal Control System (see Appendix V for details).

  • II. The proposal has been discussed and approved by the Audit Committee and forward to the Board for final resolution.

Resolution: All directors present voted in favor.

  • Proposal No. 4: Proposal for the Company’s guarantee of NT$ 110 million for Shin Yang Steel Co., Ltd. (Shin Yang Co. hereinafter).

  • Note: I. Shin Yang Co. renews with Qixian Branch, Shin Kong Bank its short term credit facilities of NT$ 100 million, for which the Company provides a guarantee of NT$ 110 million.

  • II. Accumulated endorsement of guarantee for Shin Yang is NT$ 1,886 million.

  • III. The proposal has been discussed and approved by the Audit Committee and forwarded to the Board for final resolution.

Resolution: All directors present voted in favor.

Proposal No. 5: Proposal for the Company’s guarantee of NT$ 180 million for Shin Yang Steel Co., Ltd. (Shin Yang Co. hereinafter).

  • Note: I. Shin Yang Co. renews with Lingya Branch, Taishin International Bank its short term credit facilities of NT$ 180 million, for which the Company provides a guarantee of NT$ 180 million.

  • II. Accumulated endorsement of guarantee for Shin Yang is NT$ 1,886 million.

  • III. The proposal has been discussed and approved by the Audit Committee and forwarded to the Board for final resolution.

Resolution: All directors present voted in favor.

91

Proposal No. 6: Discussion of the Company’s intention to engage in transaction of financial derivatives.

  • Note: I. For business purposes, the Company intends to engage in financial derivative transactions respecting forward exchange rates and currency swaps. In the coming three monthes, the Company will conduct transactions of this kind of up to US$ 60 million, and hence proposes for authorizing the Chairman of the Board to sell and purchase in installments when he/she deems exchange rate and interest rate appropriate. Such transactions shall be reported to the upcoming Board of Directors when completed.

  • II. The proposal has been discussed and approved by the Audit Committee and forward to the Board for final resolution.

Resolution: All directors present voted in favor.

III. Motion: None

Meeting adjourned

  • (XII)Major contents of any dissenting opinions on record or stated in a written statement made by Directors or Supervisors regarding key resolutions of the DirectorsMeeting in the most recent year up to the publication date of this report: None

  • (XIII) In the most recent fiscal year and as of the date of publication of the Annual Report, a summary of the resignation and dismissal of the Company personnels including chairman, president, accounting managers, finance managers, internal auditing managers and R&D managers: None

92

V. Information on the CPA Expenses

Accountant Fees by Range (Please tick a range or fill in the amount)

Accounting Firm Name of CPA Auditing Period Remarks
Crowe Horwath (TW) CPAs Ling-Wen
Huang
Jen-Yao
Hsieh
Jan. 1, 2017 - Dec. 31,
2017

Note: Where this Company replaces the CPA or accounting firm, please list the audit periods of the former and succeeding CPAs or firms and the reason for the replacement in the remark column.

Unit: In thousands of NT$

Category of Fees
Interval of the amount
Category of Fees
Interval of the amount
Audit Fees Non-Audit
Fees
Total
1 Less than 2,000 thousand NTD 578
2 2,000 thousand (including) to 4,000
thousand NTD
3 4,000 thousand (including) to 6,000
thousand NTD
4,480
4 6,000 thousand (including) to 8,000
thousand NTD
5 8,000 thousand (including) to 10,000
thousand NTD
6 Over 10,000 thousand (including)

Information on the CPA’s professional charge

Unit: In thousands of NT$

Name of
Accounting
Firm
Name of the
accountants


Audit
Fees
Non-Audit Fees Non-Audit Fees Non-Audit Fees Auditing
period
Remarks
System
design
Business
registration
Human
resource
Misc.
(Note 2)
Subtotal
Crowe
Horwath (TW)
CPAs

Ling-Wen
Huang
4,480 0 4 0 574 578 Jan 1, 2017
~
Dec. 31, 2017


















Review
of
Transfer Pricing
Report for NT$ 400
thousand,
Letter
of
Auditor's
Opinion for NT$ 50
thousand,
four
major
statements
for
NT$ 50
thousand,
capitalization of
earnings
for
NT$ 40
thousand,
and
other fees for
NT$ 34
thousand.
Jen-Yao
Hsieh

Note 1: Where this Company replaces the CPA or accounting firm, the auditing periods of the former and successor CPA or firm shall be annotated separately with the reason for replacement noted. The accounting and non-accounting fees paid to the former and successor CPA or firm shall also be disclosed.

93

  • Note 2: Non-audit fees shall be annotated separately in various service items. If the Others column in non-audit fees reaches 25% of the total non-audit fees, the service details should be listed in the Remarks column.

VI. Information on Switching CPA: Not applicable.

  • VII. The Company's Chairman, President, or Managers of Finance or Accounting Who Have Worked in the Firm of the CPA(s) or Its Affiliates within the Latest Fiscal Year None

94

VIII. Transfer or Pledge of Shares by the Company's Directors, Executive Officers and Stockholders with More Than 10% of the Company's Shares

1. Changes in shareholdings of directors, managers and primary shareholders:

Title Name 2017 2017 As of March 31 of the current
year
As of March 31 of the current
year
Number of
Shares Held
Increase
(decrease)
Increase
(decrease) in
equity pledges
Increase
(decrease)
Number of
Shares Held
Increase
(decrease)
Increase
(decrease) in
equity pledges
Increase
(decrease)
Director Kuo Chiao Investment &
Development Co.,Ltd.
3,333,440
Chairman I. S. Lin 8,633
Director Lin-Maw Wu 7,487
Director Ping-YongLiang 2,483
Manager Tien-Chi Chang 8,726
Manager Hsien-TungLiu -108,810
Manager Yung-FangChang 9,646
Manager Sen-LongChen 1,149
Manager Yung-Hsien Chen 2,349
Manager Wei-ChengChen 18
Manager Kuo-Lin Yang 91
Manager Chen-Wu Chang 3
Manager Chang-Hsin Ming 270
Manager Yao-HsingChien 84
Manager Wen-Pin Lin 5
Manager Chi-Chen Li 44
Manager Cheng-FengWu 52
Manager Jung-Chin Chuang 2,365
Manager Chung-Hsin Wu 293
Manager Chiu-Lin Pan 2,361
Manager Wei-ChengChen 1,828
Manager Wen-ChengPan 310
Manager Chung-Chan Chiang 7
Manager Wen-ChungTian 73,096
Manager Wen-I Weng 62,587
Manager Ming-Chia Tien (24,398)
Manager Yang-ChengLan (23,143)
Manager Wen-Chao Huang (39,754)
Major
Shareholder
Wei Chiao Investment
Development Co.,Ltd
11,083,669 (13,315,869)
6,500,000
Major
Shareholder
Yieh United Steel Corporation 16,276,701 (102,000,000)
4,500,000
Shares held
in the names
of other
persons
Long Yuan Investment and
Development Co., Ltd.
607,217

95

Title Name 2017 2017 As of March 31 of the current
year
As of March 31 of the current
year
Number of
Shares Held
Increase
(decrease)
Increase
(decrease) in
equity pledges
Increase
(decrease)
Number of
Shares Held
Increase
(decrease)
Increase
(decrease) in
equity pledges
Increase
(decrease)
Shares held
in the names
of other
persons
Rong Feng Investment and
Development Co., Ltd
302,973
Shares held
in the names
of other
persons
Chin Chun Investment and
Development Co., Ltd
454,415
Shares held
in the names
of other
persons
Chi Chang Enterprise Co., Ltd 72,998
Shares held
in the names
of other
persons
Chao Ying Co., Ltd. 135,343
Shares held
in the names
of other
persons
Hsin Pang Co., Ltd. 132,447
Shares held
in the names
of other
persons
Li Hui Development Co., Ltd 4,281,772 (20,000,000)

Note: Increase in the number of shares held by Wen-I Weng and Wen-Chung Tien have been transferred

in from the employee share trust

Note: The share increment is the shares distributed from earnings (in which Hsien-Tung Liu, Ming-Chia Tien, Yang-Cheng Lan and Wen-Chao Huang sells a portion of Yieh Phui ' s shares.)

2. Equity Transfer Information: Not applicable.

3. Equity pledge information: Not applicable.

96

IX. Information on the Top 10 Holders of the Company's Shares Who Are Identified as Related Parties, Spouse or Relative within Second-Degree of Kinship:

Relationship information between 10 largest shareholders

Base date for ex-right and ex-dividend: September 1, 2017

Name (Note 1) Shares Held Personally
when elected
Shares Held Personally
when elected
Shares held under
spouse or minor
children's names
Shares held under
spouse or minor
children's names
Shares held in others'
names
Shares held in others'
names
Alias or name and relationship of the top 10 shareholders
who are defined by the Statement of Financial Accounting
Standard No.6 to be related persons or spouse and
relatives within the second-degree of kinship (Note 3)
Alias or name and relationship of the top 10 shareholders
who are defined by the Statement of Financial Accounting
Standard No.6 to be related persons or spouse and
relatives within the second-degree of kinship (Note 3)
No
te
Shares Percentage
of Shares
Shares Percentage
of Shares
Shares Percentage
of Shares
Type Relationship
(1)
Yieh United Co., Ltd.
Representative: I. S. Lin
287,555,051 15.79% 105,790,976 5.81% Wei Chiao Investment
Development Co., Ltd
E-Da Hospital
Wei Hong Investment and
Development Co., Ltd.
Hsing Lung Investment &
Development Co., Ltd
Lian Shuo Investment
Development Co., Ltd
Chi Yi Investment Co., Ltd.
Chairman is the
same person.
Kuo Chiao Investment and
Development Co., Ltd
Li Hui Development Co., Ltd
Its director is the
Chairman of Yieh
United.
Ta Ching Motor Industrial Co.
Ltd.

97

Name (Note 1) Shares Held Personally
when elected
Shares Held Personally
when elected
Shares held under
spouse or minor
children's names
Shares held under
spouse or minor
children's names
Shares held in others'
names
Shares held in others'
names
Alias or name and relationship of the top 10 shareholders
who are defined by the Statement of Financial Accounting
Standard No.6 to be related persons or spouse and
relatives within the second-degree of kinship (Note 3)
Alias or name and relationship of the top 10 shareholders
who are defined by the Statement of Financial Accounting
Standard No.6 to be related persons or spouse and
relatives within the second-degree of kinship (Note 3)
No
te
Shares Percentage
of Shares
Shares Percentage
of Shares
Shares Percentage
of Shares
Type Relationship
(2)
Wei Chiao Investment
Development Co., Ltd
Representative: I. S. Lin
195,811,491 10.75% Yieh United Steel Corporation
E-Da Hospital
Wei Hong Investment and
Development Co., Ltd.
Hsing Lung Investment &
Development Co., Ltd
Lian Shuo Investment
Development Co., Ltd
Chi Yi Investment Co., Ltd.
Chairman is the
same person.
Kuo Chiao Investment and
Development Co., Ltd
Li Hui Development Co., Ltd
Its director is the
Chairman of Wei
Chiao
Ta Ching Motor Industrial Co.
Ltd.
(3)
Li Hui Development
Co., Ltd.
Representative:
Huang-Tsai Yeh
75,644,643 4.15% E-Da Hospital
Wei Hong Investment and
Development Co., Ltd.
Hsing Lung Investment &
Development Co., Ltd
Lian Shuo Investment
Development Co., Ltd
Chi Yi Investment Co., Ltd.
Yieh United Steel Corporation
Wei Chiao Investment
Development Co., Ltd
Its chairman is a
director of Li Hui
Kuo Chiao Investment and
Development Co., Ltd
Ta Ching Motor Industrial Co.
Ltd.

98

Name (Note 1) Shares Held Personally
when elected
Shares Held Personally
when elected
Shares held under
spouse or minor
children's names
Shares held under
spouse or minor
children's names
Shares held in others'
names
Shares held in others'
names
Alias or name and relationship of the top 10 shareholders
who are defined by the Statement of Financial Accounting
Standard No.6 to be related persons or spouse and
relatives within the second-degree of kinship (Note 3)
Alias or name and relationship of the top 10 shareholders
who are defined by the Statement of Financial Accounting
Standard No.6 to be related persons or spouse and
relatives within the second-degree of kinship (Note 3)
No
te
Shares Percentage
of Shares
Shares Percentage
of Shares
Shares Percentage
of Shares
Type Relationship
(4)
E-Da Hospital
Representative: I. S. Lin
60,430,377 3.32% Yieh United Steel Corporation
Wei Chiao Investment
Development Co., Ltd
Wei Hong Investment and
Development Co., Ltd.
Hsing Lung Investment &
Development Co., Ltd
Lian Shuo Investment
Development Co., Ltd
Chi Yi Investment Co., Ltd.
Chairman is the
same person.
Kuo Chiao Investment and
Development Co., Ltd
Li Hui Development Co., Ltd
Its director is the
Chairman of E-Da
Hospital
Ta Ching Motor Industrial Co.
Ltd.
(5)
Kuo Chiao Investment
and Development Co.,
Ltd
Representative:
He-Hsing Lai,
58,890,774 3.23% Yieh United Steel Corporation
Wei Chiao Investment
Development Co., Ltd
E-Da Hospital
Wei Hong Investment and
Development Co., Ltd.
Hsing Lung Investment &
Development Co., Ltd
Lian Shuo Investment
Development Co., Ltd
Chi Yi Investment Co.,Ltd.
Its director is the
Chairman of Kuo
Chiao
Ta Ching Motor Industrial Co.
Ltd.
Its chairman of
the board is the
supervisor of Kuo
Chiao

99

Name (Note 1) Shares Held Personally
when elected
Shares Held Personally
when elected
Shares held under
spouse or minor
children's names
Shares held under
spouse or minor
children's names
Shares held in others'
names
Shares held in others'
names
Alias or name and relationship of the top 10 shareholders
who are defined by the Statement of Financial Accounting
Standard No.6 to be related persons or spouse and
relatives within the second-degree of kinship (Note 3)
Alias or name and relationship of the top 10 shareholders
who are defined by the Statement of Financial Accounting
Standard No.6 to be related persons or spouse and
relatives within the second-degree of kinship (Note 3)
No
te
Shares Percentage
of Shares
Shares Percentage
of Shares
Shares Percentage
of Shares
Type Relationship
Li Hui Development Co., Ltd
(6)
Wei Hong Investment
and Development Co.,
Ltd.
Representative: I. S. Lin
53,273,759 2.93% Yieh United Steel Corporation
Wei Chiao Investment
Development Co., Ltd
E-Da Hospital
Hsing Lung Investment &
Development Co., Ltd
Lian Shuo Investment
Development Co., Ltd
Chi Yi Investment Co., Ltd.
Chairman is the
same person.
Kuo Chiao Investment and
Development Co., Ltd
Li Hui Development Co., Ltd
Its director is the
Chairman of Wei
Hung
Ta Ching Motor Industrial Co.
Ltd.
Its director is the
Chairman of Wei
Hung
(7)
Wei Chiao Investment
Development Co., Ltd
Representative:
Tien-Chi Chang
49,686,440 2.73% Yieh United Steel Corporation
Wei Chiao Investment
Development Co., Ltd
E-Da Hospital
Lian Shuo Investment
Development Co., Ltd
Wei Hong Investment and
Development Co., Ltd.
Chi Yi Investment Co., Ltd.
Hsing Lung Investment &
Development Co., Ltd
Li Hui Development Co., Ltd

100

Name (Note 1) Shares Held Personally
when elected
Shares Held Personally
when elected
Shares held under
spouse or minor
children's names
Shares held under
spouse or minor
children's names
Shares held in others'
names
Shares held in others'
names
Alias or name and relationship of the top 10 shareholders
who are defined by the Statement of Financial Accounting
Standard No.6 to be related persons or spouse and
relatives within the second-degree of kinship (Note 3)
Alias or name and relationship of the top 10 shareholders
who are defined by the Statement of Financial Accounting
Standard No.6 to be related persons or spouse and
relatives within the second-degree of kinship (Note 3)
No
te
Shares Percentage
of Shares
Shares Percentage
of Shares
Shares Percentage
of Shares
Type Relationship
Kuo Chiao Investment and
Development Co., Ltd
Its chairman of
the board is the
supervisor of Ta
ChingMotors
(8)
Hsing Lung Investment
& Development Co.,
Ltd
Representative: I. S. Lin
46,090,039 2.53% Yieh United Steel Corporation
Wei Chiao Investment
Development Co., Ltd
E-Da Hospital
Wei Hong Investment and
Development Co., Ltd.
Lian Shuo Investment
Development Co., Ltd
Chi Yi Investment Co., Ltd.
Chairman is the
same person.
Kuo Chiao Investment and
Development Co., Ltd
Li Hui Development Co., Ltd
Its directors is the
Chairman
of
Hsing-Lung
Ta Ching Motor Industrial Co.
Ltd.
Its directors is the
supervisor
of
HsingLung
(9)
Lian Shuo Investment
Development Co., Ltd
Representative: I. S. Lin
44,154,024 2.42% Yieh United Steel Corporation
Wei Chiao Investment
Development Co., Ltd
E-Da Hospital
Wei Hong Investment and
Development Co., Ltd.
Hsing Lung Investment &
Development Co., Ltd
Chi Yi Investment Co., Ltd.
Chairman is the
same person.

101

Name (Note 1) Shares Held Personally
when elected
Shares Held Personally
when elected
Shares held under
spouse or minor
children's names
Shares held under
spouse or minor
children's names
Shares held in others'
names
Shares held in others'
names
Alias or name and relationship of the top 10 shareholders
who are defined by the Statement of Financial Accounting
Standard No.6 to be related persons or spouse and
relatives within the second-degree of kinship (Note 3)
Alias or name and relationship of the top 10 shareholders
who are defined by the Statement of Financial Accounting
Standard No.6 to be related persons or spouse and
relatives within the second-degree of kinship (Note 3)
No
te
Shares Percentage
of Shares
Shares Percentage
of Shares
Shares Percentage
of Shares
Type Relationship
Kuo Chiao Investment and
Development Co., Ltd
Li Hui Development Co., Ltd
Its director is the
Chairman of Lian
Shuo
Ta Ching Motor Industrial Co.
Ltd.
(10) Chi Yi Investment Co.,
Ltd.
Representative: I. S. Lin
40,169,818 2.21% Yieh United Steel Corporation
Wei Chiao Investment
Development Co., Ltd
E-Da Hospital
Wei Hong Investment and
Development Co., Ltd.
Hsing Lung Investment &
Development Co., Ltd
Lian Shuo Investment
Development Co., Ltd
Chairman is the
same person.
Kuo Chiao Investment and
Development Co., Ltd
Li Hui Development Co., Ltd
Its directors is the
Chairman of Chi
Yi
Ta Ching Motor Industrial Co.
Ltd.
Its Chairman is
the director of Chi
Yi

102

Name (Note 1) Shares Held Personally
when elected
Shares Held Personally
when elected
Shares held under
spouse or minor
children's names
Shares held under
spouse or minor
children's names
Shares held in others'
names
Shares held in others'
names
Alias or name and relationship of the top 10 shareholders
who are defined by the Statement of Financial Accounting
Standard No.6 to be related persons or spouse and
relatives within the second-degree of kinship (Note 3)
Alias or name and relationship of the top 10 shareholders
who are defined by the Statement of Financial Accounting
Standard No.6 to be related persons or spouse and
relatives within the second-degree of kinship (Note 3)
No
te
Shares Percentage
of Shares
Shares Percentage
of Shares
Shares Percentage
of Shares
Type Relationship
(11) I. S. Lin 152,521 0.00% 49,944 Yieh United Steel Corporation
Wei Chiao Investment
Development Co., Ltd
E-Da Hospital
Wei Hong Investment and
Development Co., Ltd.
Hsing Lung Investment &
Development Co., Ltd
Lian Shuo Investment
Development Co., Ltd
Chi Yi Investment Co.,Ltd.
Chairman is the
same person.
(12) Huang-Tsai Ye 134 0.00% Li Hui Development Co., Ltd Chairman is the
sameperson.
(13) Tien-Chi Chang 154,172 0.00% Ta Ching Motor Industrial Co.
Ltd.
Chairman is the
sameperson.
(14) He-Hsing Lai 0 0.00% Kuo Chiao Investment and
Development Co., Ltd
Chairman is the
same person.

Note 1: Please separately identify the names of corporate shareholders and their respective representatives within substantial shareholders.

Note 2: The calculation of shareholding ratio should separately indicate percentage of shares held under the person ' s own identity, under spouse, minor children, and others ' identities.

Note 3: The relationships between the shareholders listed above, including legal persons and natural persons, shall be disclosed.

103

  • X. Information on the Number of Shares of the Company Invested by the Company, any of the Company’s Directors and Supervisors and Executive Officers or a Company Directly or Indirectly Controlled by the Company and Consolidated Percentage of Shareholding:

Consolidated shareholding percentage

December 31, 2017

Unit: Shares: %

December 31, 2017
Unit: Shares: %
December 31, 2017
Unit: Shares: %
Investment
(Note)
Investments by the Company Investments of Directors,
Supervisors, Managers and
directly or indirectly
controlled businesses
Comprehensive Investment
Shares Shareholding
Percentage
Shares Shareholding
Percentage

Shares
Shareholding
Percentage
GOOD HONOR HOLDINGS
LTD.
46,400
100.00%
0
0.00%
46,400
100.00%
Yieh Phui (Hong Kong) Holdings
Limited
233,500,000
100.00%
0
0.00%
233,500,000
100.00%
WORTHING HONOR
HOLDINGS LTD
100,000
100.00%
0
0.00%
100,000
100.00%
Golden Developments Holdings
Ltd.
100,000
100.00%
0
0.00%
100,000
100.00%
Shin PhuiSteelCo.,Ltd.: 31,246,434
100.00%
0
0.00%
31,246,434
100.00%
Shin Yang SteelCo.,Ltd. 87,000,000
100.00%
0
0.00%
87,000,000
100.00%
Sin Bang Investment &
Development Co.,Ltd.
22,312,500
100.00%
0
0.00%
22,312,500
100.00%
HSING JUI INVESTMENT
LIMITED
5,000
100.00%
0
0.00%
5,000
100.00%
CHAMPION LOGISTIC INC.
(SAMOA)
57,000,000
97.44%
1,500,000
2.56%
58,500,000
100.00%
Gen-Wan TechnologyCorp 2,447,241
86.99%
635
0.02%
2,447,876
87.01%
EMMT Systems Corporation 28,650,599
77.54%
2,763,446
7.48%
31,414,045
85.02%
Yieh HsingEnterprise Co.,Ltd. 299,458,386
56.43%
172,600
0.03%
299,630,986
56.46%
Da Yao Engineering Consultation
Co.,Ltd.
980,000
49.00%
19,900
1.00%
999,900
50.00%
E-United JapanCo.,Ltd. 470
47.00%
0
0.00%
470
47.00%
Kuo ChangEnterprise Co.,Ltd. 96,739,408
99.04%
0
0.00%
96,739,408
99.04%
United Brightening Development
Corp.
144,859,883
95.56%
0
0.00%
144,859,883
95.56%
ChengShin SecurityCo.,Ltd. 1,400,000
35.00%
400,000
10.00%
1,800,000
45.00%
Eliter International Corp. 283,583,868
32.84%
199,342,504
23.09%
482,926,372
55.93%
Cheng Shin Apartment Building
Management and Maintenance
Co.,Ltd
319,998
32.00%
75,000
7.50%
394,998
39.50%
Synn Industrial Co.,Ltd. 45,975,000
30.00%
0
0.00%
45,975,000
30.00%
TYCOONS STEEL
INTERNATIONALCO.,LTD.
14,700,000
28.27%
34,300,000
65.96%
49,000,000
94.23%
E-Da DevelopmentCo.,Ltd 186,865,605
28.44%
46,752,523
7.12%
233,618,128
35.56%
Yieh Mau Corporation 45,074,920
23.00%
6,050
0.00%
45,080,970
23.00%
ASIAZONECO.,LTD. 15,090,000
32.80%
0
0.00%
15,090,000
32.80%
E-Da Cultural and Creative Co.,
Ltd.
3,800,000
19.00%
0
0.00%
3,800,000
19.00%
E-Da Tour Bus Co.,Ltd. 950,000
19.00%
20,000
0.40%
970,000
19.40%
E-Da Bus Co.,Ltd. 3,608,618
17.09%
20,000
0.09%
3,628,618
17.18%
Skylark Hot Spring & Resort
Corp.
1,170,000
14.63%
2,000,000
25.00%
3,170,000
39.63%

104

Investment
(Note)
Investments by the Company Investments by the Company Investments of Directors,
Supervisors, Managers and
directly or indirectly
controlled businesses
Investments of Directors,
Supervisors, Managers and
directly or indirectly
controlled businesses
Comprehensive Investment Comprehensive Investment
Shares Shareholding
Percentage
Shares Shareholding
Percentage

Shares
Shareholding
Percentage
Tang Eng Iron Works Co., Ltd. 39,553,000
11.30%
70,000,000
20.00%
109,553,000
31.30%
Hong Yuh Assets Management
Co.,Ltd.
80,000,000
80.00%
0
0.00%
80,000,000
80.00%
LIANSO(H.K)CO.,LIMITED 10,160,000
80.00%
0
0.00%
10,160,000
80.00%
E-Da Leisure Co.,Ltd. 7,410,000
19.00%
0
0.00%
7,410,000
19.00%
Li Hui DevelopmentCo.,Ltd 61,001,200
44.56%
0
0.00%
61,001,200
44.56%
ChiChangEnterprise Co.,Ltd 1,008,990
45.00%
0
0.00%
1,008,990
45.00%
YiehUnited SteelCorporation 645,434,515
24.63%
131,313,077 5.01% 776,747,592
29.64%
E-DaVisual Effects Co.,Ltd. 1,470,000
49.00%
0
0.00%
1,470,000
49.00%
E-Da Health Biotechnology Co.,
Ltd.
380,000
19.00%
380,000
19.00%
760,000
38.00%
APPLIED WIRELESS
INDENTIFICATION
GROUP,INC.
0
0.00%
40,488,461
91.47%
40,488,461
91.47%
Groupco TechnologyInc. 0
0.00%
8,330,000
92.50%
8,330,000
92.50%
AWID Asia Co.,Ltd. 0
0.00%
3,030,000
100.00%
3,030,000
100.00%
AWID Sanghai Co.,Ltd. 0
0.00%
0
100.00%
0
100.00%
AWID Changshou Co.,Ltd. 0
0.00%
0
100.00%
0
100.00%
Yieh Phui (China) Technomaterial
Co.,Ltd.
0
0.00%
0
100.00%
0
100.00%
Changshou ChangHuei Trading
Co.
0
0.00%
0
100.00%
0
100.00%
Tianjin Lianfa Precision Steel
Corporation
0
0.00%
0
100.00%
0
100.00%
I-Hwa InternationalCo.,Ltd. 0
0.00%
420,000
70.00%
420,000
70.00%
PT. E-UNITED FERRO
INDONESIA(EFI)
0
0.00%
24,195,000
100.00%
24,195,000
100.00%
PT. YIEH FERRO
INDONESIA(YFI)
0
0.00%
500,000
100.00%
500,000
100.00%
PT. GENBA INDO
RESOURCES(GIR)
0
0.00%
0
75.00%
0
75.00%
Chao Ying Investment and
DevelopmentCo.,Ltd
0
0.00%
30,400,000
100.00%
30,400,000
100.00%
Kingsgarden International Co.,
Ltd.
0
0.00%
215,000,000
100.00%
215,000,000
100.00%
Great Emperor Hotel CO.,LTD. 0
0.00%
210,000,000
100.00%
210,000,000
100.00%
GUANG LIAN STEEL (VIET
NAM) CO.,LTD
0
0.00%
44,000,000
100.00%
44,000,000
100.00%

Note: Investee of the Company under equity method

105

Chapter 4Funding Status

I. Capital and Shares

(I) Source of Share Capital

Unit: In thousands of NT$; In thousands of shares

Year and
month

Issued
Price
Authorized Capital Authorized Capital Paid-in capital Paid-in capital Note Note

Shares
Amount Shares Amount Sources of
capital
Settlement
of
payment
for shares
with assets
other than
cash
Others
1995.05 10 600,000
6,000,000

339,422

3,394,220
Capitalization of
earnings
950,227

None
May 10, 1995 TDDC (1) No.
27765
1996.04 10 600,000
6,000,000

424,278

4,242,780
Capitalization of
earnings
848,556

None
Mar. 3, 1996 TDDC (1) No.
21718
1997.01 10 600,000
6,000,000

484,278

4,842,780

Issuance of
common stocks
600,000
None Oct. 22, 1996 TDDC (1) No.
59340
1997.06 10 600,000
6,000,000

508,492

5,084,920
Capitalization of
earnings
242,139

None
May 30, 1997 TDDC (1) No.
43183
1998.06 10 750,000
7,500,000

584,766

5,847,660
Capitalization of
earnings
762,738

None
Apr. 30, 1998 TDDC (1) No.
35445
1999.09 10 750,000
7,500,000

672,481

6,724,810
Capitalization of
earnings
877,149

None
Aug. 10, 1999 TDDC (1) No.
73628
1999.11 10 750,000
7,500,000

747,481

7,474,810

Issuance of
common stocks
750,000
None Nov. 11, 1999 TDDC (1) No.
87166
2000.06 10 1,000,000
10,000,000

837,178

8,371,780
Capitalization of
earnings
896,977

None
Jun.. 21, 2000 TDDC (1) No.
53713
2001.02 10 1,000,000
10,000,000

797,178

7,971,780

Capital
Reduction
(write-off
treasury shares)
400,000
None Nov.14, 2000 TDCC (1) No.
85102
Nov.29, 2000 TDCC (1) No.
97250
Jan. 17, 2001 TDCC No. 102095
Feb. 08, 2001 TDCC (3) No.
107419
2001.10 10 1,000,000
10,000,000

829,065

8,290,659
Capitalization of
earnings
318,871

None
Jul. 14, 2001 TDCC (1) No.
144750
2001.12 10 1,000,000
10,000,000

809,065

8,090,660

Capital
Reduction
(write-off
treasury shares)
200,000
None Sep. 5, 2001 TDCC (3) No.
156354
2003.09 10 1,250.000 12,500,000 922,335 9,223,352 Capitalization of
earnings
1,132,692

None
Aug., 12, 2003 TDCC (1) No.
0920136291

106

Year and
month
Issued
Price
Authorized Capital Authorized Capital Paid-in capital Paid-in capital Note Note Note

Shares
Amount Shares Amount Sources of
capital
Settlement
of
payment
for shares
with assets
other than
cash
Others
2001.03 10 1,250,000 12,500,000 1,034,618 10,346,181 Domestic
Corporate
Bonds
Conversion
400,130
None Apr. 21, 2004 MOEA No.
09301068070
2004.09 10 1,250,000 12,500,000 1,074,722 10,747,216 Domestic
and
overseas
Convertible
bonds
401,035
None Nov 10, 2004 MOEA No.
09301213380
2004.12 10 1,250,000 12,500,000 1,095,303 10,953,026 Domestic
and
overseas
Corporate bond
conversion
205,811


None
Feb.24, 2005 MOEA No.
09401031080
2005.03 10 1,320,000 13,200,000 1,195,303 11,953,026 Issuance of
common stocks
1,000,000
None Mar.28, 2005 MOEA No.
09401048940
2005.03 10 1,320,000 13,200,000 1,196,258 11,962,580 Domestic
and
overseas
Corporate bond
conversion
9,553


None
Apr.26, 2005 MOEA No.
09401072640
2005.08 10 1,520,000 15,200,000 1,256,071 12,560,709 Capitalization of
earnings
598,129
None Sep.19, 2005 MOEA No.
09401176700
2005.08 10 1,520,000 15,200,000 1,260,930 12,609,299 Consolidated
capital increase
48,590
None Sep.30, 2005 MOEA No.
09401184830
2006.10 10 2,000,000 20,000,000 1,349,195 13,491,950 Capitalization of
earnings
882,651
None Oct.25, 2006 MOEA No.
09501235990
2007.09 10 2,000,000 20,000,000 1,389,671 13,896,708 Capitalization of
earnings
404,758
None Oct.16, 2007 MOEA No.
09601251540
2008.10 10 2,000,000 20,000,000 1,459,154 14,591,543 Capitalization of
earnings
69,483
None Oct.21, 2008 MOEA No.
09701268630
2009.03 10 2,000,000 20,000,000 1,411,863 14,118,633 Capital
Reduction
(write-off
treasury shares)
None Mar.27, 2009 MOEA No.
09801060200

107

47,291
2009.09 10 2,000,000 20,000,000 1,454,219 14,542,192 Capitalization of
earnings
42,356
None Sep.22, 2009 MOEA No.
09801218880
2010.10 10 2,000,000 20,000,000 1,526,930 15,269,302 Capitalization of
earnings
72,711
None Oct.05, 2010 MOEA No.
09901224020
2011.10 10 2,000,000 20,000,000 1,603,276 16,032,767 Capitalization of
earnings
76,346
None Oct.11, 2011 MOEA No.
10001229410
2012.10 10 2,000,000 20,000,000 1,635,342 16,353,422 Capitalization of
earnings
32,065
None Oct.03, 2012 MOEA No.
10101203790
2014.09 10 2,000,000 20,000,000 1,668,049 16,680,491 Capitalization of
earnings
32,707
None Sep. 12, 2014 MOEA No.
10301190130
2015.09 10 2,000,000 20,000,000 1,718,090 17,180,905 Capitalization of
earnings
50,041
None Sep.21, 2015 MOEA No.
10401195830
2017.09 10 2,000,000 20,000,000 1,821,176 18,211,760 Capitalization of
earnings
103,085
None Sep. 26, 2017 MOEA No.
0601132590

Note 1: The annual data shall be updated as of the publication date of this annual report.

Note 2: The effective (approval) date together with the doc. No. should be added for any capital increase. Note 3: Those that issue the stock below the par value shall indicate so in a clear manner. Note 4: Provide information on those who pledged currency debts, technology or business reputation in exchange for shares, including the type and amount of the pledges.

Note 5: Indicate shareholders invested in the Company through private funding with highlights.

108

Unit: Shares

Unit: Shares
Shares
Category
Authorized Capital Note
Outstanding Shares
(Note)
Unissued Shares Total
Registered
Shares
1,821,176,011 178,823,989 2,000,000,000 Shares of
publicly-listed
company

Information on the shelf registration system

Unit: In thousands of NT$;

In thousands of shares

In thousands of shares
Amount of scheduled Amount issued The purpose and
Unissued
Types of
securities
issuance
Total
number
Approved
amount
Shares Price expected
benefits of the
issued shares
shares
Scheduled time
of issuance

Remarks
of shares
Not
Applicable
(II) Structure of Shareholders:
Shareholder Structure
Base date for ex-rights and ex-dividend: September 1,2017
Shareholder
Structure
Quantity
Government
Agencies
Financial
Institutions
Other Legal
Persons

Natural
Person
Foreign
company or
individual
Total
Number of
1
4 121
74,111
133 74,370
Individuals
Shares Held
94
2,416,800 1,138,015,350 541,252,894 139,490,873 1,821,176,011
Shareholding
0.00%
0.13% 62.49%
29.72%
7.66% 100.00%
Percentage
ShareholdingbyChinese Investors: 0%
Note: Companies primarily-listed on TWSE and Taipei Exchange shall disclose the proportion of its shares held
by investors from Mainland China. Investors from Mainland China refers to natural persons, legal persons,
organizations, institutions or companies in areas other than Taiwan and Mainland China invested by persons
of such identity as defined in Article 3 of the Regulations Governing Investment of Mainland Chinese in
Taiwan.

109

(III) Conditions of Share Distribution

Status of Stock dispersion

Base date for ex-rights and ex-dividend: September 1, 2017

Shareholding range Number of
shareholders
Shares Held Share Holding
%
1 to 999 37,340 7,312,245
0.40%
1,000 to 5,000 20,120 45,484,814
2.52%
5,001 to 10,000 6,567 44,549,968
2.45%
10,001 to 15,000 3,627 43,700,530
2.40%
15,001 to 20,000 1,471 24,826,902
1.36%
20,001 to 30,000 1,909 45,669,198
2.51%
30,001 to 50,000 1,390 52,273,307
2.87%
50,001 to 100,000 1,060 69,984,335
3.84%
100,001 to 200,000 477 62,208,205
3.42%
200,001 to 400,000 211 58,343,161
3.20%
400,001 to 600,000 70 34,272,862
1.88%
600,001 to 800,000 32 22,087,039
1.21%
800,001 to 1,000,000 9 8,098,109
0.44%
1,000,001 and more
Create new ranges as needed
87 1,302,365,336
71.50%
Total 74,370 1,821,176,011
100%

Special shares

Per share face value NT$

Base date for ex-rights and ex-dividend: September 1, 2017

Shareholder Ownership (Unit: share) Number of
Shareholders
Number of Shares
Held


Share
Holding%
Create new ranges as needed Not applicable
Total

110

(IV)List of Major Shareholders:

List of Major Shareholders

Base date for ex-rights and ex-dividend: September 1, 2017

Shares
Name of Major Shareholders
Shares Held Shareholding Percentage
Yieh United Steel Corporation
287,555,051
15.79%
Wei Chiao Investment
Development Co.,Ltd
195,811,491 10.75%
Li Hui Development Co.,Ltd 75,644,643 4.15%
E-Da Hospital 60,430,377 3.32%
Kuo Chiao Investment and
Development Co.,Ltd
58,890,774 3.23%
Wei Hong Investment and
Development Co.,Ltd.
53,273,759 2.93%
Ta Ching Motor Industrial Co.
Ltd.

49,686,440
2.73%
Hsing Lung Investment &
Development Co.,Ltd
46,090,039 2.53%
Lian Shuo Investment
Development Co.,Ltd
44,154,024 2.42%
Chi Yi Investment Co.,Ltd. 40,169,818 2.21%

111

  • (V) Fair Market Value, Net Worth, Profit, Dividend per Share and Other Relevant Information for the Most Recent Two Years:

Market Value Per Share, Net Values, Earnings and Dividends

Year
Item
Year
Item
Year
Item
2016 2017 As of
M a r c h 3 1 , 2 0 1 7
(Note 8)
Market
price
per share
(Note1)
Max 13.30 15.10 12.80
Min 7.00 10.09 10.55
Average 9.25 12.94 11.79
Net value
per share
(Note2)
Beforeissuance 16.03 15.29 -
After issuance 14.74 14.65 -
Earnings
per share
Weighted Average Shares 1,718,090 thousand
shares
1,821,176 thousand
shares
1,821,176 thousand
shares
Earningsper share(Note 3) 1.46 0.75 0.03
Dividend
Per Share
(DPS)
Cash dividend 0.4 0.2 -
Stock
Dividends
Dividends from Retained
Earnings
0.6 0.3 -
Capital Surplus
Distribution
-
Accumulated dividend not paid
out(note 4)
-
Return on
Investmen
t
Price-earnings ratio(note 5) 6.34 17.25 -
Price-dividend ratio(note 6) 23.13 64.7 -
Yield on cash dividend (note 7) 0.04 0.02 -
  • *If any revenue or capital surplus is transferred to capital increase or common stock, further disclose

information on market prices and cash dividends retroactively adjusted based on the number of shares after distribution.

  • Note 1: List the highest and lowest market price of the common shares for each year, and refer to the transaction value and transaction volume to calculate average market price for each year.

  • Note 2: This should be filled by using the shares already issued by year-end as a basis, and also by referencing the allocation that the shareholders meeting has decided on for the subsequent year.

  • Note 3: If there are any retroactive adjustments needed due to stock grants, Earnings per share before and after the adjustment should be listed.

  • Note 4: If there are any conditions in issuing equity securities that allow for unpaid out dividend for the year to be accumulated to subsequent years in which there is profit, the Company should separately disclose the accumulated unpaid out dividend up to that year.

  • Note 5: P/E Ratio = Average closing price for each share for the year/earnings per share Note 6: P/D Ratio = Average closing price for each share for the year/cash dividend per share Note 7: Cash dividend yield = cash dividend per share/average closing price per share for the year Note 8: For net worth per share and net earnings per share, data from the latest quarter that has been verified by a CPA up until the date of publication of the Annual Report should be filled. For all other columns, the Company should fill the year’s information until the date of publication of the Annual Report.

112

(VI)Company Dividend Policy and Implementations:

1. Dividend Policy in the Company’s Articles of Incorporation:

  • Article 31: The retained earning derived from the final accounting is distributed according to the following principles:

  • A. Dividend Policy: The life cycle of the Company's industry is in the mature period. The dividend policy is in line with the current and future development plans, taking into account the investment environment, demand for capital, domestic and foreign competitions and shareholder benefits. Each year, no less than 20% of the distributable earnings is distributed to the shareholders as dividends. However, when the accumulated distributable earning is less than 20% of the paid-in capital, dividends will not be allotted.

  • B. Conditions and timing of distribution:

  • The annual net income after the final account shall be used in the first place to settle any deficit and taxes and duties as required by law. The remaining amount, if any, should be appropriated in the following order of presentation: (1) 10% as legal reserve; (2) set aside a special reserve equal to the amount of the deductions to shareholders equity; and (3) to be distributed as revolved by the Shareholders' Meeting.

  • C. Types of dividends:

  • Cash dividends are distributed at between 20% to 100% of total dividends distributed in accordance with the actual profitability while stock dividends are distributed at between 0% to 80% of the total dividends distributed.

  • D. Distribution of dividends depends on the operation results. The Board of Directors plans distribution of dividends and forwards the plan to the Shareholders’ Meeting for final decision.

113

2. The proposed dividend distribution of Shareholders’ Meeting this year:

The 2017 distribution of retained earnings is shown in the table below:

Yieh Phui Enterprise Co., Ltd. PROFIT DISTRIBUTION TABLE 2017

Yieh Phui Enterprise Co., Ltd.
PROFIT DISTRIBUTION TABLE
2017
Yieh Phui Enterprise Co., Ltd.
PROFIT DISTRIBUTION TABLE
2017
Unit: New Taiwan Dollars (NT$)
Item Amount
Beginning retained earning 1,042,657,220
Less: Remeasurement of defined benefit (19,139,437)
plans in retained earnings
Less: Changes in associated companies and (1,329,517)
joint ventures recognized by the equity
method
Less: Changes in equity ownership of (22,995,635)
subsidiaries
Add: Current net income after tax 1,367,404,267
Less: Legal reserve (136,740,427)
Less: Special reserve (308,897,725)
Earnings available for distribution 1,920,958,746
Less: Distribution of Shareholder Dividends (910,588,012)
Ending retained earnings 1,010,370,734

114

(VII) Effect upon Business Performance and Earnings per Share of any Stock Dividend Distribution Proposed or Adopted at the Most Recent Shareholders’ Meeting:

Unit: In NT$ thousands (earnings per share - NT$)

Year
Item
Year
Item
Year
Item
2018: (Note 1)
(Estimated)
Beginning paid-in capital 18,211,760
Distribution
of dividends
this year
Cash dividendper share 0.2
Surplus to capital increase stock dividendper share 0.3
Capital reserve to capital increase stock dividend per
share

Changes in
Operating
Performance
Operatingincome Not applicable
(Note 2)
Ratio of increase (decrease) in operating profit over
the sameperiod lastyear
Net income after tax
Ratio of increase (decrease) in NIAT over the same
period lastyear
Earningsper share
Ratio of increase (decrease) in EPS over the same
period lastyear
Annual average return on investment (reciprocal of
average annual interest rate)
Pro forma
earnings per
share and P/E
ratio
If the surplus to capital
increase is realized
through cash dividend
Pro forma per share
earning
Not applicable
(Note 2)
Pro forma average annual
return on investment
If capital reserve to
capital increase is not
implemented
Pro forma per share
earning
Pro forma average annual
return on investment
If the capital reserve is
not paid and the surplus
to capital increase is paid
through cash dividend


Pro forma per share
earning

Pro forma average annual
return on investment

Note 1: Awaiting the resolution by the 2018 Shareholders’ Meeting.

Note 2: Note 2: According to the Regulations Governing the Publication of Financial Forecasts of Public Companies, the Company is not required to disclose financial projections for 2018.

115

(VIII) Compensation to Employees and Directors:

  1. The number or range of compensations of employees and Directors as stated in the Company’s Articles of Incorporation.

  2. Article 30-1 of the Articles of Incorporation of the Company provides the following: If the the Company makes a profit in the year (the so-called profit refers to the before tax profit before deducting compensation of employees and directors), more than 0.2% shall be allotted for employees’ compensation and 0.1% or less for compensations of the directors. But the Company shall reserve a portion of profit to make up for accumulated losses, if any.

  3. Accounting basis for discrepancies between the estimated and actual distributed amount of compensations in the form of shares to the Company's employees and directors in this period.

  4. A 、 Estimation Basis: When the profit gained in this year is at the same level of the previous year, use the distribution structure for estimation of this year's distribution.

  5. B 、 Calculation basis for compensations paid with shares: the Company pays compensations of employees, directors in cash, never with stock dividends.

  6. C 、 Accounting practice when the amount of actual distribution is different from the estimated amount: If there is a difference between the actual distributed amount and the estimated amount, the difference shall be adjusted in the month recognized by the shareholders' meeting. The company shall pay the compensations of employees, and directors in the amount recognized by the shareholders’ meeting.

  7. Information on approval by the Board of Directors of distribution of compensation:

  8. (1) Compensation of employees, directors and supervisors in the forms of cash or shares. If differences are found in the estimated expenses in the year, the difference, cause and reconciliation of the difference shall be disclosed.

Unit: NTD

Unit:
Estimated
amount for 2017
Approved amount
by the Board of
Directors on
March 21,2018
Differences Causes Status
Employee
compensation
3,349,570 3,349,570 0 None None
Directors'
compensation
1,674,785 837,392 837,393 The board
passed a
resolution to
distribute
0.05 percent.
The
difference
was
adjusted in
March
2018.
  • (2) The percentage of employee compensation paid in shares to the NIAT of individual company or financial reporting entity and total of employee compensation Not applicable.

116

  1. Actual distribution of compensation to employees, directors and supervisors in the previous year (including number of shares, total and per-share price) and the difference to the estimated amount, stating the amount of difference, cause and reconciliation.
Estimated
amount for
2016
Approved
amount on
Mar. 21, 2017
by the board
of directors
Amount of
actual
payment
Difference
between
estimate and
actual
payment
Causes Status
Employee
compensation in
cash
6,043,682 6,043,632 6,043,632 0 None None
Employee
compensation in
shares
0 0 0 0 None None
Directors'
compensation
3,021,816 1,510,908 1,510,908 1,510,908 The board
passed a
resolution to
distribute
0.05 percent.

The
difference
was
adjusted in
March
2017.
  • (IX) Repurchase of Shares by the Company: The Company has not implemented repurchase of the Company's shares in the most recent year up to the publication date of this annual report.

  • II. Issuance of Corporate Bonds: The Company has not issued any corporate bonds in the most recent year up to the publication date of this annual report.

  • III. Issuance of Preferred Shares: The Company has not issued any preferred shares in the most recent year up to the publication date of this annual report.

  • IV. Issuance of Depository Receipts: The Company has not issued any depository receipts in the most recent year up to the publication date of this annual report.

  • V. Employee Warrants: None.

  • VI. Status of New Share Issuance in Connection with Mergers and Acquisitions: None

  • VII. Implementation of the Capital Utilization Plan: None

117

Chapter 5 Operational Highlights

I. Business Content:

(I) Scope of Business:

  1. Company's consolidated business scope:

Horticulture Basic Industrial Chemical Manufacturing Other Non-metallic Mineral Products Manufacturing Iron and Steel Refining Iron and Steel Rolls over Extends and Crowding Iron and Steel Casting Iron and Steel Rolling, Drawing, and Extruding Steel Wires and Cables Manufacturing Metal Architectural Components Manufacturing Metal line Products Manufacturing Other Fabricated Metal Products Manufacturing Not Elsewhere Classified Metal Surface Treating Machinery and Equipment Manufacturing Other Machinery Manufacturing Not Elsewhere Classified Electronic Parts and Components Manufacturing Automobiles and Parts Manufacturing Motor Vehicles and Parts Manufacturing Wholesale of Flowers Wholesaling of hardware Wholesale of Building Materials Wholesale of Machinery Wholesale of Motor Vehicle Parts and Supplies Other Wholesale Trade Retail sale of Flowers Retail Sale of Ironware Retail Sale of Building Materials Retail Sale of Machinery and Equipment Retail Sale of Motor Vehicle Parts and Supplies Retail Sale of Other Retail Trade Not Elsewhere Classified International Trade Steel Construction Leasing, selling and development of residential and commercial buildings Specialized Field Construction and Development New County and Community Construction and Investment Real Estate Commerce Real Estate Rental and Leasing

118

Rental and Leasing Business Wired Communication Equipment and Apparatus Manufacturing Telecommunication Equipment and Apparatus Manufacturing Manufacture of computer and peripherals Parts Manufacturing Precision Instruments Manufacturing Medical Materials and Equipment Manufacturing Electric Appliance Installation Apparatus Installation Construction International Trade Software Design Services Electric Appliance and Audiovisual Electric Products Repair Shops Electrical Machinery, Avionics and Supplies Manufacturing

Energy technology service Industry

Surface treatment, manufacturing, processing, wholesale, retail, domestic sale and export of stainless steel wire material, carbon steel wire material, free-cutting steel wire material, alloy steel wire material, rolling door material, steel pipe, stainless steel pipe, mechanical parts, steel strip, steel strip, can, alloy steel and stainless steel.

Processing, manufacturing, trade, domestic sale and export of various types of parts and hardware for scooter and bicycles.

Delegate construction companies in building public housing, lease and sale of commercial building.

Design, processing and sale of iron plate and composite steel frame.

Design, processing, manufacturing and sale of mechanical frame.

Processing, manufacturing and sale of galvanized iron plate, coated iron plate and cold pressed steel plate.

Processing, manufacturing, domestic sale and export of rolled steel, steel, structural steel, steel wire, iron strip and iron wire.

Operation of farm, livestock farm.

Manufacture, processing, trade and import and export of various types of paper pulp, paper and their raw materials.

Design, manufacture, installation and maintenance of machinery and equipment for steel mill, power plant, petrochemical plant, incineration plant and water treatment plant, including piping, pipe support, ventilation equipment, flue pipe, dust collector, fire extinguishing system, pressure vessel, furnace, annealing tank, heating furnace, conveyor and crane. All business items that are not prohibited or restricted by the law, except those that are subject to special approval.

119

  1. Proportion of consolidated businesses
Main Products Amount Ratio %
Pickled steelcoil 21,402 0.03
Rolled steelcoil 11,009,100 15.47
Galvanized steel coil 27,361,112 38.45
Coated steel coil 16,776,270 23.58
Steelpipe 2,711,263 3.81
Wire 7,483,717 10.52
Construction revenue 639,635 0.90
Electronic products 475,285 0.67
Others 4,680,878 6.57
Total revenue 71,158,662 100.00
  1. The Company's current consolidated product items include: manufacturing, processing, and trade of pickled steel coil, cold-rolled steel coil, (aluminum) zinc plated steel coil, coated steel coil, steel coil products, mechanical parts, piping engineering design, stainless steel wire, carbon steel wire, alloy steel wire and free-cutting steel wire, steel bar and straight bar, OEM/ODM, RFID products, walkie-talkie, smart monitoring system for LED street light.

  2. Consolidated planned new product development:

Item Goal
1. Anti-microbial plus
metallic coated steel
product with nanoMark
It is developed for the ducting (regular spangle) of
top-class mansions located in Hong Kong and Singapore.
In addition to inhibit the growth of ordinary pathogens, it
showsnotableinhibitionon legionella.
2. Anti-microbial plus color
coated steel product
with nanoMark
Nano zinc will be added into the paint to inhibit more
types of pathogens and increase its performance. To
promotethenew productvia acquisitionof nanoMark.
3. Anti-microbial and
anti-fingerprint treated
metallic coated steel
product
Develop low-temperature anti- microbial and
anti-fingerprint treated metallic coated steel product so
that product is equipped with self-cleaning and anti-
microbial features, able to reduce contact between human
body and bacteria, and improve operating environment.
The product isapplicableforductingand decking.
4. HSLA steel product Develop high-strength low-alloy (HSLA) galvanized
steel sheet, reduces carbon content to avoid decrease in
weldability. The product is applicable for automotive
structuralparts.
5. Cold-rolled products of
SEDDQ grade
Develop SEDDQ cold-rolled steel sheet for extra deep
drawing, increases products' added value. The product is
applicablefor automotive panel.
6. Phosphorus-added
high-strength IF
cold-rolled steel
Develop Phosphorus-added high-strength IF cold-rolled
steel, increases products' added value, product
diversification and satisfies customers' special
requirements. The product is applicable for automotive
panel.
7. Bake hardening
cold-rolled steel product
Develop bake hardening cold-rolled steel products,
increases products' added value and product
diversification,and satisfies customers'special

120

Item Goal
requirements. The product is applicable for automotive
panel.
8. Duplex steel cold-rolled
steel product
Develop duplex cold-rolled steels products, increases
products' added value and product diversification, and
satisfies customers' special requirements. The product is
applicablefor automotive structuralparts.
9. Aluminum coated steel
product
Develop Aluminum coated steel products, increases
products' added value and product diversification, and
satisfies customers' special requirements. The product is
applicablefor automotive parts.
10. Tank with high
precision cutting fluid
filtration function
Develop tank with high precision cutting fluid filtration
function, to extend cutting fluid's recycling useful life,
thusreducing cost.Applicablefor rollgrindingmachines.
11. Welding wheel with
self-cleaning and
self-cooling functions
Develop welding wheel with self-cleaning and
self-cooling function, increases efficiency of the welding
machine and success rate of welding. Applicable for
galvanized wire.
12. Self-lubricating steel
product
Develop anti-fingerprint treated metallic coated steel
product with self-lubricating function, increasing
product's processing andforming performance.
13. HSLA cold-rolled steel
product
Develop high-strength low-alloy (HSLA) cold-rolled
steel sheets, reduces steel sheets' carbon content to avoid
drop in weldability. The product is applicable for
automotive structuralparts.
14. High corrosion resistant
zinc-aluminum coated steel
product
To cater to the requirements of materials for ABB
electrical box, develops high corrosion-resistant
zinc-aluminum coated steel products under salt spray
testing.
15. Cut and corrosion
resistant PVDF color
coated steel product
Develop cut and corrosion resistant PVDF color coated
steel products, satisfying customer's special requirements.
The product is applicable for engineering work in harsh
environment.
16. Strip simulated
annealingtest equipment
Self-develop test equipment for use in simulated
annealing,to reduce input and loss duringonline testing.
17. Portable metallographic
testing method
Research and develop simple and fast metallographic
detection methods, to be used in fast metallographic
detection for advanced car steel (duplex steel, TRIP steel)
manufactured
18. Pickling
communication disk
temperature controlsystem
Real-time monitoring of environmental temperature of
electrical control room, prevent protective power outage
dueto overheating.
19. A new shape of backup
roll development
Change backup roll forming in existing rolling mill to
prevent slanted steel sheet
20. A type of equipment
with highly efficient HCL
gas absorption
Use in ARP HCL recovery and reuse, to reduce loss of
materials and environmental pollution

121

Item Goal
21. A type of new air knife
system that reduces over
galvanization at the edge
Use to improve coated products' thick edge problem
22. A type of highly
efficient online testing for
surface defects
Use in PLTCM for fast online examination of detect
resistance on the surface, to avoid defects from entering
therollingmill resultinginbreakage
23. Galvanized products for
steel-plastic composite
sheet

Surface and forming quality are emphasized in the
development of this product. It is currently used in China
and North America container body market. It has high
tensile strength, is convenient and light weight, and has
added values such as economical value, safety,
energy-saving and environmentallyfriendly.
24. High weather resistance
and self-cleaning color
coated steel sheet
Develop new type of self-cleaning color coated steel
sheet, with hydrophilic additives added to the coating
material, giving the product surface excellent
self-cleaning and stain resistant characteristics. It is
applicable for outdoor building materials of high added
value.
25. Cold-rolled
transformation induced
plasticity steel product
Develop cold-rolled transformation induced plasticity
steel products, increases products' added value, product
diversification and satisfies customers' special
requirements. The product is applicable for automotive
structuralparts.
26. Cold-rolled products
for flux cored wire
Develop cold-rolled products for flux cored wire,
increases products' added value, product diversification
and satisfies customers'special requirements.
27. Cold-rolled products
for Bundy tube
Develop cold-rolled products for Bundy tube, increase
products' added value & product diversification, and
satisfy customers' special requirements, applicable for
freezers.
28. Cold-rolled products
for rice cooker
Develop cold-rolled products for rice cooker, increases
products' added value, product diversification and
satisfies customers'special requirements.
29. Tungsten Carbide
Coated Roll
Increase useful life of zinc pot and stability of quality

122

(II) Industry Overview:

  1. Current state and development of the industry

Steel, being a necessary raw material for social and economic development, is a key indicator to evaluate a country’s industrial production capability. Every country in the world deems its steel industry a sign of state power. To improve a nation’s competitiveness, every country, developing and developed alike, takes a proactive stance in boosting the industry.

In the earlier phase, domestic steel industry develops in line with the post-war needs for economic development, and gains a footing gradually through the period in which the government carries out its economic planning and development in several phases. Generally, development of domestic steel industry can be broken down into 5 phases: The infancy phase before 1971; the growth phase in mid-1970s after the incorporation of China Steel Corporation (CSC); the mature period in 1980s when CSC launched its expansion of phase 2 and phase 3 construction, and private investors actively participates in plant construction.

After endeavors for half a century, domestic steel industry has shifted in line with the economic development from making steel out of scraps in the early days to adopting highly-mechanized steel mills and steel mills equipped with electric furnaces. The most advanced production techniques are also introduced, providing a complete basis for Taiwan’s steel industry. Currently, domestic steel industry prossess a comprehensive system comprising upstream, midstream, and downstream suppliers. Except for ultra-special steel products, it wields the ability to produce the various steels by itself.

Iron and steel industry is a high capital and high tech-intensive industry. However, industrial development relies on the support of industrial mining, electrical machinery, civil engineering, transportation and information industry, and cooperation of downstream industries. It is the head of a country's industry, creating many job opportunities from upstream to mid and downstream industries, as well as in the related industries. It generates huge annual production value, a significant contribution to the economic growth rate, hence has a deep influence on domestic economy. Therefore, reviving iron and steel industry facilitates industrial structure improvement and enhances overall economic development.

  1. Relationship between upstream, mid-stream and downstream companies:

From the production history of iron and steel advanced countries, plated steel has the effect of replacing hot-rolled and cold-rolled steel. The rapid growth of the demand can be seen from the continued demand growth of global plated steel materials in recent years. Also, plated steel materials such as galvanized and coated steel plate are equipped with features such as: excellent corrosion resistance, easy processing, nice exterior, long useful life, low maintenance cost, recyclable and reusable and can replace wood, etc. With global climate anomalies and increase in environmental protection awareness in recent years, it has become an ideal environmental friendly material for infrastructure.

If upstream steel mills are able to supply low cost and competitive raw materials to mid and downstream companies, and let mid and downstream companies to turn to processing, export or for domestic sale, it will effectively increase the performance of processing and export, enhance the growth of gross domestic product (GDP). In addition, if upstream steel mills are able to further provide mid and downstream companies with in-depth processing, creating raw materials with higher added values, it would be able to bring out the effect of up, mid and downstream supply chain integration. The industry's foundation will then continue

123

to expand, and mid and downstream companies will be able to better obtain industrial upgrade opportunities, create cluster effect, increase investment proportion in Taiwan, and create more job opportunities.

Yieh Phui is a professional manufacturer of plated steel materials such as galvanized products, coated steel coil, etc. Before the 90s, the supply of domestic plated steel material was less than demand, and had to rely on import to satisfy the gap after the significant increase in consumption. As such, the Company strove to replace imports with self-manufactured products. Besides attaining the goal of replacing imports with domestic products, it also relieves downstream processing companies of the inconvenience of delay in delivery date, unstable quality, tying down of funds, exchange rate risk, etc., that arise due to import. It directly increases operating efficiency and improves international competitiveness.

  1. Product competitiveness and development trend:

In recent years, global plated steel material consumption continues to see a stable growth, leading to continued increase in production capacity. Influenced by globalization trend, the change of market share accelerated. Adapting to the change and adjusting the operating strategies to adapt to the global market pose a challenge. In terms of Free Trade Agreement (FTA), Taiwan is relatively weaker than other competing countries, resulting in decrease in export competitiveness due to difference in tariff. Improvement in the short run is not expected and requires the government’s active intervention.

However, the Company will strive to maintain flexible operation, and continue to enhance our product categories, dimension combination, equipment capacity, etc. which are more superior to our peers'. We will also expand our marketing channels, providing customers with more comprehensive services and feedback on raw materials purchase. Besides actively increasing product quality and image, we will also actively develop new products, to realize the blue ocean strategy, exceed our competitors, and conform to environmental protection trend. Our product specifications are geared towards environmental friendly green products, with the aim to increase operating performance.

(III)Overview of Technology and R&D:

  1. Consolidated research and development expenses invested in last fiscal year, up to the date of printing of this annual report:

  2. A total of NT$ 213,419 thousand in 2017, and NT$ 57,344 thousand between Jan. and Mar. 2018.

2. Consolidated products successfully researched and developed

Item Date of
Development
Results
Environmental SGLC
product development
care and mobile device
February 2016 Successfully developed SGLC products (thickness 0.2mm -
0.3mm) of good flatness, and with substrate content and
process adjustment, is applicable for electronic and electrical
products for shallow drawn forming and welding, to meet the
requirements of lightweight andlow cost.
Environmentally
friendly HSLA
galvanized steel sheet
November
2016
Successfully developed HSLA galvanized products steel sheet
with thickness of more than 2.0 mm and tensile strength of
410 MPa and 480 MPa, applicable for high processing and
welding in motorcars and station wagon. This product
complies with therequirements of EuropeanUnion'sRoHS

124

Item Date of
Development
Results
and automotive directive.
Environmental
trivalent-chromium
metallic coated steel
product for outdoor use
June 2017 The successful development of environmental trivalent
chromium metallic coated steel sheets for outdoor building
materials complies with the EU Directive of not using
hexavalent chromium before September 20, 2017; it was
produced approximately 15,000 tons in the fourth quarter of
2017 and saved approximately NT$ 8 million of solution cost.
Environmental color
coated steel product for
outdoor use
August 2017 The successful development of color coated steel product for
outdoor building materials complies with the relevant
regulations of the EU and Japan on 2019 green chrome-free
green building materials, and the development progress and
product physical and chemical properties are significantly
ahead of those in the domestic coating industry, increasing
YP’s product competitiveness alloverthe world.
Environmental
chrome-free color
coated steel product for
stone-coating metal tiles
October 2017 Successfully developed environmental chrome-free color
coated steel product for stone-coating metal tiles in Europe.
The performance evaluated by customers is better than that of
European competitive steel products. This makes YP a leading
player in the EU's relatively competitive market and has
obtained great attention from customers of the US, Japan,
Australia and NewZealand.
HSLA cold-rolled steel
product
January 2016 Successfully developed HSLA cold-rolled steel of 260MPa
grade tensile strength, applicable for automotive structural
parts.
HSLA metallic coated
steel product
March 2016 Successfully developed HSLA cold-rolled metallic coated
steel sheet of 260MPa grade tensile strength, applicable for
automotive structuralparts.
Pickling communication
disk temperature control
system
June 2016 Real-time monitoring of environmental temperature of
electrical control room, prevent protective power outage due
to overheating.
A new shape of backup
roll development
October 2016 Change backup roll forming in existing rolling mill to prevent
slanted steel sheet
Anti-microbial and
anti-fingerprint treated
metallic coated steel
product
March 2017 Develop low-temperature anti- microbial and anti-fingerprint
treated metallic coated steel product so that product is
equipped with self-cleaning and anti- microbial features, able
to reduce contact between human body and bacteria, and
improve operating environment. The product is applicable for
ductingand decking.
Aluminum coated steel
product
October 2017 Develop aluminum coated steel products, increases products'
added value and product diversification, and satisfies
customers' special requirements. The product is applicable for
automotive parts.
Self-lubricating metallic
coated steel product
November
2017
Develop anti-fingerprint treated metallic coated steel product
with self-lubricating function, increasing product's processing

125

Item Date of
Development
Results
and forming performance.
HSLA cold-rolled steel
product
October 2017 Successfully developed HSLA cold-rolled steel of 340MPa
grade tensile strength, applicable for automotive structural
parts.
High corrosion resistant
zinc-aluminum coated
steelproducts
April 2017 To cater to the requirements of materials for ABB electrical
box, develops high corrosion-resistant zinc-aluminum coated
steelproducts undersaltspraytesting.
A type of equipment
with highly efficient
HCLgasabsorption
March 2017 Use in ARP HCL recovery and reuse, to reduce loss of
materials and environmental pollution
Cold-rolled products for
Bundy tube
December
2017
Develop cold-rolled products for Bundy tube, increase
products' added value & product diversification, and satisfy
customers' special requirements, applicable for condensers of
refrigerators andfreezers.

(IV) Short and Long Term Business Development Plans

1. Long-Term Business Development Plans:

Long-term business development direction is the fundamentals of continuing to develop niche products and niche market. The Company flexibly adjusts product profile based on customer requirements, continues to develop market or products for end use, embarks on the environmental-friendly trend, to cater to the rapid market growth in Asia regions and other emerging industrial countries, as well as catering to existing sales channels.

2. Short-term Business Development Plan

Taiwan is a thin market, and the Company estimates that the domestic hot-dip galvanized market share in 2016 is about 18%, the second largest supplier in the market. In terms of domestic coating market, it has a market share of 20%, and is also the second largest supplier in the market. Although domestic sales do not make up majority of overall sales, it is the basis of sales, especially significant during violent international market condition.

The Company's short-term target is to actively expand its domestic market share, strengthen product profile, promote green products to conform to international trend, satisfy the requirements of quality improvement of domestic raw materials, and increase the Company's business scope.

II. Overview of Market, Production and Sales

(I) Market Analysis:

  1. Product's main sales regions:

126

The Company's plated and coated products continue to be marketed to the world, with sales channels in various places around the world. Besides the basic domestic market, export markets include China, Southeast Asia, Middle East, United States, Canada, E.U., Australia and other regions.

  1. Market share and market's future supply and demand situation and growth:

According to the forecast projected by Taiwan Steel & Iron Industries Association in 2017 on the demands for steel in Taiwan from 2017 to 2022, the annual domestic demands for hot-dip galvanized steel in 2017 (including GI, GA, GF and GL) stands at 1.575 million tons, increased by 6.20% from 1.483 million tone in 2015. The drop is due to global excess capacity which brings down the steel price. However, the market effectively recovers due to China’s capacity cuts and production limits policy. Annual demands in 2017 is projected to 1.591 million tones, increased by 0.97% as compared to 2016. The industry in 2018 is expected to have bright prospects, either in the domestic market or international markets, since China is fully implementing its de-capacity policy and production limits policy for environmental purposes.

The Company will continue to take its global marketing strategy. The export sales ratio is expected to stand at 65% in 2017. This year, when the domestic market is fully satisfied, export sales ratio will be high. The Company takes a flexible strategy in arranging the orders from various customers according to the market conditions, so as to ensure operating performance.

  1. Positive and negative factors affecting competitive niches and development prospects, as well as response strategies:

Favorable Factors:

  • A. With the frequent global climate anomalies, and increasing attention paid to environmental protection, galvanized and coated steel products processed from steel and iron raw materials are equipped with environmental friendly, recyclable and reusable properties, possessing high development potential in the future. According to the statistics of an internationally renowned steel journal, 2017 global plated steel plate consumption was about 1.8584 billion tons, still an increase by 3.3% (5.98 million tons) from 171.13 million tons in 2016. During the 10 years from 2007 to 2017, the average compound annual growth rate of consumption has reached 3.6%, much higher than the global economic growth rate, suggesting that plated steel sheets go alone with the economic development, and are still a dominant product in the various areas.

  • B. Plating and coating production volume ranks first in the industry and has the most comprehensive product portfolio. Satisfying the production condition of the scale of the economy, it is able to fully supply various types of products required by the market, and has higher cost competitiveness compared to its peers. In recent years, the Company actively develops various green eco-friendly products, and is able to increase the products' added value and fulfill the customers' various order requirements.

127

  • C. Hot rolling raw materials are mainly from the stable domestic raw materials, which allow the Company to effectively avoid the risk of exchange rate and delivery date, thus less affected by international economic fluctuations.

  • D. Compared with the peers, the Company continues to implement internal management activities, which facilitates improvement of production and sales. The Company had introduced TPM (Total Productive Maintenance) as early as 1998, of which the first phase focused on equipment, the second phase focused on personnel, the third phase focused on Corporate Image and Premium Service, the fourth phase focused on Touching Service, and the fifth phase focused on Comprehensive Service, so as to make Yieh Phiu an enterprise valuing both manufacturing and services. The Company has currently committed itself to “Becoming world's best iron and steel manufacturing and service enterprise by 2020”.

Unfavorable factors

  • A. The Company adopts a high export ratio strategy. As international market depends on the ups and downs of the economy, it is not as stable as the domestic market, and hence has a higher risk.

  • B. The progress of the signing of Free Trade Agreement (FTA) between Taiwan and other countries is slow, resulting in a gradual decrease in Taiwan's foreign trade competitiveness, and making sales in the global market more difficult. Following ASEAN Plus Three, China, Japan and South Korea have higher competitiveness due to import tariff advantage in Southeast Asia market, and similar situations will gradually occur in other countries or regions, which bitterly needs government’s active intervention

  • C. Every since Taiwan becoming a member of WTO in 2002, import tariff on steel products has been eliminated. Along with the fact that domestic infrastructure construction slows down, domestic demands for steel are not easy to rise. Although the Company wields an advantage in quality, the competition from low-price steel imports is inevitable and poses a greater operating difficulty for the Company.

128

(II) Usage and Manufacturing Processes for the Company's Main Products

  1. Main Products:
Item
Pickled steel coil
Cold-rolled steel coil
Galvanized steel coil
Coated steel coil
Steel coil products
Building's steel structure
Plant's steel structure
Bridge's steel structure
Frame crane
Grantry container crane
Container crane
Steel pipe
Main usage
For use in electrical appliances, furniture and motor cars,
industrial machinery, etc.
For use in electrical appliances, furniture and motor cars,
industrial machinery, etc.
Raw materials for construction industry, household
appliances, hardware, automobile industry, machinery
Raw materials for construction industry, household
appliances, hardware, automobile industry, machinery
Raw materials for construction industry, household
appliances, automobile industry (scooter, bicycle),
machinery
Building structure of residential buildings, office
buildings, supermarkets, etc.
Plant structure for electronic plant, power plant, steel
mill, incineration plant, etc.
For use in roads and bridges
Bridge crane for transportation and hoisting in industrial
plants
Lifting equipment for arranging and transportation of
containers at container yard
Lifting equipment for hoisting of container at ports and
harbors
Raw materials for construction industry, furniture,
automobile industry (scooter, bicycle), machinery

129

2. Manufacturing process:

Hot rolled steel coil

==> picture [488 x 590] intentionally omitted <==

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

Pickled steel
Pickling coil
Warehouse
outbound
Cold rolled
Cold rolling
steel coil
Galvanized
Galvanization Warehouse
steel coil
inbound
Coated steel
Coating
coil
Hot-rolled/cold-rolled
steel coil
Slitting
Warehouse
outbound
Hot-rolled/cold
-rolled steel
Tubing
pipe
Warehouse
inbound
Galvanization Galvanized
steel pipe
Hot-rolled/pickled/cold-rol Warehouse
led steel coil outbound
Hot rolling/Pickling/cold
rolling
Cutting/Slitting Warehouse
Cutting steel plate, steel
inbound
strip
Finished product inspection
inspection
Finished product
inspection
Finished product
----- End of picture text -----

130

Manufacturing process

==> picture [456 x 551] intentionally omitted <==

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

Steel plate/structural steel
Raw material production Square tube, H-beam
Product: Building's
Cold working Hoisting at site steel structure
Welding Warehouse Product: Plant's steel
inbound structure
Coating Finished Product: Bridge's
product steel structure
inspection
Steel plate/machinery/electrical
product
On-site Product: Overhead
Cold working inspection crane
Product: Grantry
Welding Hoisting
Container Crane
Machining Factory test
Product: Container
crane
Coating Assembly
----- End of picture text -----

131

(III)The Supply Status of the Major Raw Materials:

Main raw materials Supply by domestic
suppliers
Supply by foreign
suppliers
Steel coil 92.73% 7.27%
Paint 100.00% 0.00%
Zinc (aluminum)
ingots
0.63% 99.37%
Steel billet 77.41% 22.59%

132

(IV) Information of Customers that Contribute More Than 10% of Total Purchase/Sales in the Most Recent Two Years:

  1. List of suppliers that contribute to more than 10% of the Company's net purchase:

Information of major suppliers in the last 2 years

2016 2016 2016 2017 2017 2017 2017 As at last quarter of 2018 (Note 2) As at last quarter of 2018 (Note 2) As at last quarter of 2018 (Note 2) As at last quarter of 2018 (Note 2)
Item
Type
Amount % of annual
net purchase
Relationships
with the issuer
Type Amount % of annual
net purchase
Relationships
with the issuer
Type Amount Percentage to net purchase
in the year up to the
previousquarter(%)
Relationships
with the issuer
1 4017 11,731,966 27.09%
Non-related
parties

4017
14,782,857
26.09%
Non-related
parties

4017
Non-related
parties
2 16070 5,166,866 11.93%
Related party
A00141 6,362,815
11.23%
Non-related
parties

99626
Non-related
parties
3 A00141 4,622,778 10.67%
Non-related
parties
0.00%
4. Others 21,789,495 50.31% Others 35,506,552
62.68%
Others 9,048,931
Net
purchase
Net



43,311,105
100.00% Net
purchases of
goods


56,652,224

100.00%
Net
purchase
Net

14,478,698

Note 1: List the name, purchase amount and percentage of purchase, of suppliers whose purchase amount is more than 10% of the company’s total purchase in the last 2 years. If the supplier's name cannot be disclosed due to non-disclosure clauses in the contract, or the counterparty is a non-related individual, then the name maybe expressed in code.

Note 2: Until the date of publication of the annual report, a company whose stock is listed on the stock exchange or traded over the counter, shall disclose the most recent financial statement audited or attested by the CPA, if any.

Reason for increase or decrease: cater to business requirements

133

2. List of customers that contribute to more than 10% of the Company's consolidated net sales:

Information of major customers for the last 2 years

2016 2016 2016 2016 2017 2017 2017 2017 As at last quarter of 2018 (Note 2) As at last quarter of 2018 (Note 2) As at last quarter of 2018 (Note 2) As at last quarter of 2018 (Note 2)
Item Type Amount % of
annual net
sales
Relationsh
ips with
the issuer
Type Amount % of
annual
net sales
Relationship
s with the
issuer
Type Amount Percentage to
net sales in
the year up to
the previous
quarter(%)


Relationsh
ips with
the issuer
1
2
3
4
5
6
7
8
9
10
Others 52,847,410 100.00% Others 71,158,662 100.00% Others 18,820,625 100.00%
Net Sales 52,847,410 100.00% Net Sales 71,158,662 100.00% Net Sales 18,820,625 100.00%

Note 1: List the name, sales amount and percentage of sales, of customers whose sales amount account for more than 10% of the company’s total sales in the last 2 years. If the customer's name cannot be disclosed due to non-disclosure clauses in the contract, or the counterparty is a non-related individual, then the name maybe expressed in code. Note 2: Until the date of publication of the annual report, a company whose stock is listed on the stock exchange or traded over the counter, shall disclose the most recent financial statement audited or attested by the CPA, if any.

134

(V) Production Volume and Value of the Last Two Years

Unit: tons; NT$ thousand

Year
Production Volume
and Value
Main Product

2017

2017

2017
2016 2016
Production
capacity
Production
volume
Production
value
Production
capacity
Production
volume
Production
value
Pickled steel coil 2,110,000 1,405,060 22,252,033 2,110,000 1,361,984
12,645,055
Rolled steel coil 1,020,000 559,846 9,668,552 1,020,000 581,162
7,849,944
Hard rolled steel
coil
1,600,000 1,479,978 23,318,325 1,600,000 1,443,707
7,015,793
Cold rolled steel
coil
500,000 401,260 6,799,143 500,000 302,585
1,470,433
Galvanized steel
coil
1,900,000 1,839,877 36,331,418 1,900,000 1,849,310
20,451,768
Coated steel coil 710,000 536,041 13,520,248 710,000 584,418
7,920,995
Trade - - - - -
-
OEM steel coil - 73,657 126,975 - 76,424
182,836
Others - 100,963 1,027,938 - 103,339
672,430
Steelpipe 300,000 270,378 4,976,529 300,000 204,562
3,246,853
Bridge crane - 4 167,848 - 8
374,932
Steel structure - 20,234 870,275 - 28,459
1,205,308
Wire 500,000 384,548 8,181,405 500,000 312,643
7,095,811
Total 8,640,000 7,071,845 127,240,691 8,640,000 6,848,602
70,132,159

Note 1: Production capacity refers to the volume of product that can be produced by a company using existing production

equipment and under normal operation, after taking into consideration factors such as necessary downtime, holiday, etc. Note 2: Substitutable production capacity may be included in the production capacity and be stated in the note.

135

(VI) Sales Volume and Value of the Last Two Years:

Unit: tons; NT$ thousand

Year
Sales volume and
amount
Main products (or
department)

2017

2017

2017

2017
2016 2016 2016 2016
Domestic sales Export Domestic sales Export
Quantity Amount Quantity Amount Quantity Amount Quantity Amount
Pickled steelcoil 172
1,732

1,553

19,507

60

595

680

7,475
Rolled steelcoil 3,155
36,907

230

5,058

2,298

25,387

45,409

635,012
Hard rolled steel
coil
1,051
18,717

266,540

4,449,620

-
-
-
-
Cold rolled steel
coil
116
2,245

380,134

6,496,687

-
-
-
-
Galvanized steel
coil
307,531
6,416,767

988,305

23,510,366

295,331

6,110,908

904,874

17,623,093
Coated steelcoil 70,320
2,559,181

456,601

13,145,703

87,167

2,904,446

490,693

12,618,249
Trade 68,063
1,085,269

-
- 70,187
851,426

-
-
OEMsteelcoil 26,910
130,132

16,580

8,295

30,396

127,918

11,251

5,662
Wire 347,970
5,179,448

46,532

2,901,967

285,585

4,746,111

42,990

2,626,270
Steelpipe 64,240
1,306,639

71,524

1,615,432

64,469

1,156,435

40,009

779,971
Bridge crane 4
188,626

-
- 8
418,099

-
581
Steelstructure 20,234
890,117

-
- 28,459
1,233,755

-
-
Others 47,944
457,834

83,680

732,416

49,829

418,122

79,634

557,897
Total 957,707
18,273,613

2,311,679

52,885,049
913,787
17,993,200

1,615,540

34,854,210

136

III. Employee Information

I. Employee Information I. Employee Information
Year 2016 2017 From the beginning of
the year to
March 31, 2018
(Note)
Number of
employees
Male 3405 3540 3537
Female 559 572 583
Total 3964 4112 4120
Averageage 43.34 47.34 45.12
Average yearofservices 5.26 6.68 6.72
Education level PhD 0.23% 0.24% 0.24%
Master 6.38% 6.20% 6.14%
University 55.95% 55.54% 55.19%
Senior
(Vocational) High
33.70% 34.10% 34.49%
Below high
school
3.73% 3.92% 3.93%

Note: The annual data shall be updated as of the publication date of this annual report.

IV. Environmental Expenditures:

(I) Total damages (include compensation) and punishment due to environmental pollution in last fiscal year up till 22 February 2018:

22 February2018:
Item 2014 2015 2016 2017 Feb.2,2018
Pollution (type, extent) None In violation of the Waste
Disposal Act, storing
hazardous industrial waste
for one year, without
requesting for extension
two months prior to the
due date.
None None None
Compensation recipient
or unit imposing the
punishment
None The unit imposing the
punishment is Kaohsiung
City Government
Environmental Protection
Agency
None None None
Compensation amount
or punishment
None Fine of NT$ 60,000 and 2
hours of environmental
educationworkshop.
None None None
Other damages None None None None None

137

  • (II) Future countermeasures and possible expenditure:

  • Improvement plans: (1) Implement environmental protection, abide by the various environmental protection laws

     - and regulations.
    
    • (2) Abide by ISO 14001 system, and carry out regular checks and identification in accordance to the environmental protection laws and regulations.

    • (3) Actively implement management by wandering around in the plant, and deficiency correction preventive measures.

    • (4) Take part in various environmental law seminars and strengthen communication and coordination with the competent authority.

Item 2017 2018 2019 2020
Pollution
control
equipment
to
be
purchase or
expenditur
e


1. Supplies
replacement
and cleaning of air
pollution
control
equipment.
2. VOCs
air
pollution
charges.
3. Sulfur
oxides
and
nitrogen
oxides
emission charge.






1. Supplies
replacement
and
cleaning
of
air
pollution
control
equipment.
2. VOCs
air
pollution
charges.
3. Sulfur
oxides
and
nitrogen oxides emission
charge.






1. Supplies
replacement
and
cleaning
of
air
pollution
control
equipment.
2. VOCs
air
pollution
charges.
3. Sulfur
oxides
and
nitrogen
oxides
emission charge.






1. Supplies
replacement
and cleaning of air
pollution
control
equipment.
2. VOCs
air
pollution
charges.
3. Sulfur
oxides
and
nitrogen
oxides
emission charge.
Expected
Improveme
nts
1. Replace Raschig ring,
heat storage materials
and
dust
filter
bag
regularly to improve air
quality (approximately
NT$ 3224.5 thousand).
2. Expected to pay VOC
emission
charges
of
NT$ 357.5 thousand per
year.
3. Expected to pay sulfur
oxides
and
nitrogen
oxides emission charges
of NT$ 181.5 thousand
peryear.












1. Replace Raschig ring,
heat storage materials
and
dust
filter
bag
regularly to improve air
quality
(approximately
NT$ 3224.5 thousand).
2. Expected to pay VOC
emission charges of NT$ 357.5 thousand per year.
3. 3. Expected to pay sulfur
oxides
and
nitrogen
oxides emission charges
of NT$ 181.5 thousand
per year.











1. Replace Raschig ring,
heat storage materials
and
dust
filter
bag
regularly to improve air
quality
(approximately
NT$ 3224.5 thousand).
2. Expected to pay VOC
emission
charges
of
NT$ 357.5 thousand per
year.
3. Expected to pay sulfur
oxides
and
nitrogen
oxides emission charges
of NT$ 181.5 thousand
peryear.












1. Replace Raschig ring,
heat storage materials
and dust filter bag
regularly to improve air
quality (approximately
NT$ 3224.5 thousand).
2. Expected to pay VOC
emission
charges
of
NT$ 357.5 thousand
per year.
3. Expected to pay sulfur
oxides
and
nitrogen
oxides
emission
charges of NT$ 181.5
thousandperyear.
Amount Approx. NT$ 3763.5
thousand
Approx. NT$ 3763.5
thousand
Approx. NT$ 3763.5
thousand
Approx. NT$ 3763.5
thousand
  1. Expected environmental protection capital expenditures for next three years

  2. Impact after improvements

Item 2017 2018 2019 2020
Impact on netprofit Low impact Low impact Low impact Low impact
Impact on
competitiveposition
Continue to increase environmental protection performance, promote
harmonyin neighborhood,and maintaingood corporate image.

138

V. Labor-management Relations:

(I) Existing important labor-management agreements and implementation situation:

The Company belongs to the iron and steel industry, our employees are competent, and we implement people-oriented management. We accept the clause in the International Human Rights Convention stating that everyone has the right to work and to free free choice of employment for making a living, therefore, we provide our employees with education and training on relevant techniques and jobs. Our employees actively participate in labor-related issues, and we adopt an open approach, creating an operation environment with harmonious labor-management relationship together with the employees. The following are the Company's labor-management agreements:

  1. Communication and Rewards

  2. (1) The Company spares no effort in setting up internal communication channel. GroupWise e-mail system is now widely used by the employees, reducing the overuse of paper and reports.

  3. (2) Sets up labor-management meetings, meetings for members of occupational safety and health committee, and meetings for employee benefits committee, providing a communication platform for both labor and management respecting employees rights, benefits, and occupational safety.

  4. (3) The Company information corner is set up in the Company's internal website to allow employees to obtain timely information of the Company's directions through diversified communication platform. The setup of employee's voice provides employees a timely and two-way communication channel, making communication more efficient.

  5. (4) The Company has internal rewards and punishments system, rewarding employees with outstanding performance or contribution. Besides awarding great merit, merit and commendation, it may also issue award based on the employees' power and responsibilities, as a form of encouragement.

  6. (5) To encourage the Company's employees to raise suggestions on improving operation, and attain the goal of improving performance, the Company has an innovation proposal management mechanism, where benefits and awards are calculated based on the benefits from the improvement proposals.

  7. (6) Stipulated Procedures for Sexual Harassment Prevention and set up Sexual Harassment Prevention Committee for employees to lodge their complaints.

  8. Welfare and Training

  9. (1) The Company formulates clear and fair employment policy and obtains from employing child labor under the age of 18; provides fair wages and equal compensation to work without any discrimination.

  10. (2) The Company treats its staff as one of its important assets. Besides purchasing labor and health insurance in accordance with the regulations, employees may also be protected by group insurance and travel insurance, comprising life insurance and business travel insurance, with premiums fully paid by the Company, providing employees with better security in terms of work and life.

139

  • (3) Besides enjoying the benefits of group insurance for themselves, employees may also purchase discounted insurances in critical illness, medical, cancer insurance and personal accident, for their immediate family members and spouse, so that both the employees and their families are well taken care of.

  • (4) The Company provides various kinds of subsidies and benefits, including subsidies in childbirth, marriage, travel, funeral and burial, hospitalization due to general injury or occupational injury, as well as student grants and incentives for employees' children.

  • (5) The Company has a well-established Staff Welfare Committee, comprising of members appointed from various departments. Besides convening regular meetings to organize staff welfare measures and activities, it also organizes various types of clubs to promote recreational activities to establish staff cohesiveness.

  • (6) The Company has received the “Healthy Workplace Certification - Health Promotion Mark” certified by the Health Promotion Administration.

  • (7) The Company has set up a health management center equipped with fitness equipment, and is guided by a coach. The Company not conducts total productive maintenance (TPM) on machinery and equipment, but also pays attention to the daily healthcare and fitness of its employees.

  • (8) Yearly medical checkups by E-Da Hospital are provided for each employee, serving as a preliminary health check for the employees.

  • (9) Cooperates with E-Da Hospital in engaging on-site doctors to provide services such as medical consultation, health consultation, talks, etc.

  • (10) Cooperates with E-Da Hospital in organizing "Overall health Management Planning and Services for Company's Employees". Dedicated health managers are appointed to provide services such as health management, health information, medical consultation, etc., based on the employees' yearly medical results.

  • (11) Cooperates with E-Da Hospital in providing discounts on medical expenditures incurred by employees’ spouse or direct blood relatives.

  • (12) Employees who have served more than three months may apply for Yieh Phui's stock ownership. 20% of stock ownership is set aside as awards every year, to attain the objective of long-term savings, accumulated wealth, and a stable lifestyle in the future.

  • (13) Cooperates with Mega International Commercial Bank in providing employees with no more than 10 times of inter-bank withdrawals, ATM transfers and internet bank transfers per month with no administrative charges.

  • (14) Employees may apply special leave on 2-hourly basis, so that they can strike a better balance between work and family.

  • (15) Employees are allowed to extend their working hours and to perform duties in exchange for days off or for overtime allowance. The flexibility in working hours enable staff to have a balance between work and life.

  • (16) The Group's Leisure and Entertainment Business provides the employees with exclusive discounts, means and discounts on leisure and relaxation.

140

  • (17) The Company constructs a comprehensive plan for talent cultivation and development in line with Talent Quality Management System (TTQS).

  • (18) The Company communicates its value and policy to new employees on time, so to assist them in working in a safe and friendly workplace.

  • (19) Employees are encouraged to take continuing education respecting their professional abilities. The Company holds a variety of required courses relating to occupational competence every year, helps employees obtain professional license, and subsidies them to have a bachelor degree or master degree from I-Shou University.

  • (20) Employees taking certain jobs are required to attend training courses that conform to regulations governing occupational safety and health. The Company also assist them in obtaining the necessary license in order to minimize the incidents of occupational hazards.

  • (21) The Company has set up a knowledge platform for education trainings, and integrated the platform with digital learnings, so as to put forward a systematic operation and management.

  • (22) Finance personnel obtaining relevant qualifications specified by the competent authority:

    • A 、 The Company's chief financial officer took and passed the Professional Certification for Accounting Manager of Public Listed Company organized by the Accounting Research and Development Foundation.

    • B 、 Two audit personnel from the Company have obtained Basic Proficiency Test for Corporate Internal Control organized by the Securities and Futures Institute.

    • C 、 One finance personnel from the Company has obtained "Certificate of Competency in Corporate Action" awarded by the Securities and Futures Institute.

    • D 、 One finance personnel from the Company has obtained Certified Public Accountant license awarded by the Ministry of Examination.

  • Retirement measures and implementation:

  • (1) To ensure a stable lifestyle for employees after their retirement, the Company, in accordance with the Labor Standards Act, has established employees retirement mechanism. The Company's full-time employees who comply with the retirement conditions as specified in Article 53 and Article 54 of the Labor Standards Act, shall be given employees retirement fund in accordance with the law, based on their years of service in the Company.

  • (2) The Company, according to the Regulations for the Allocation and Management of the Workers' Retirement Reserve Funds, sets aside 6% of employees' actual salary as retirement reserve every month, fills in the Retirement Reserve Deposit Slip, and deposit into Bank of Taiwan before the 20th of the following month.

  • (II) List of damages due to labor-management disputes in the last two years: None

141

VI. Important Contracts:

Nature Contracting Parties Contract start/end date Major Content Restrictive
Clauses
Surface
rights
contract

Shin
Phui
Steel
Corporation

June 15, 2001- June 14,
2051

1. Royalties payment method:
Payment of NT$ 120,000 thousand to
be amortized over 50 years.
2. Until December 31,2017, a total of
NT$ 39,700 thousand has been
amortized.
Surface
rights
contract

Shin Yang Steel Co.,
Ltd.

April. 1, 2015 - March
31, 2025

1. Rental collection method:
Monthly rental of NT$ 983 thousand
closing at the beginning of each
month.
2. Rental income recognized in 2017
was NT$ 11,796 thousand.
Construction
contract
Taiwan
Kumagi's
International
Composite
Commercial Building
constructionproject


Jul. 31, 2013- April 30,
2018

Contract
price:
NT$ 216,736
thousand
Construction
contract
Sun
Pao
Tsun
Construction's Xinban
Commercial Building
main construction



April 30, 2014 - March
31, 2018

Contract
price:
NT$ 154,930
thousand
Construction
contract
6 travelling container
cranes at track 40T of
Pier 120 rear storage
area,
Kaohsiung
Harbor,
Port
of
Keelung





August 14, 2015 -
January 31, 2018
Contract
price:
NT$ 311,100
thousand
Construction
contract
New
Spring
Construction's E-DA
Asia
Plaza
ground
structure construction
project




March
30,
2015
-
December 31, 2018
Contract
price:
NT$ 1,820,539
thousand
Construction
contract
Chung
Lu
YKK
Taiwan's
Chungli
Third
Factory
constructionproject



June 14, 2016 - May
31, 2018

Contract
price:
NT$ 258,773
thousand
Construction
contract
Construction
and
installation
of
40T*42M
tracked
overhead
container
crane
for
China
Container
Transport
at pier 10 and 11 of
Taichung Harbor







Feb. 20, 2017 - June
30, 2018

Contract
price:
NT$ 202,300
thousand

142

Chapter 6Financial Conditions

I. Condensed Balance Sheet and Consolidated Income Statement for the Last Five Years

(I) Condensed balance sheet (consolidated)

Unit: in NT$ thousands

Unit: Unit: Unit: Unit: Unit: in NT$ thousands
Year
Item

Financial Information for last 5 years
Financial
Information from
the beginning of the
current year to
March 31, 2018
(Consolidated)
2013 2014 2015 2016 2017
Current assets 23,353,350 23,840,021 21,294,005
24,414,242
27,335,270
26,258,547
Property, plant and
equipment
29,323,857 33,374,278 36,094,705 37,867,059 39,326,842
40,074,741

Intangible assets 3,220 4,485 2,702 9,533 8,880
8,730
Other assets 12,690,607 14,675,645 18,968,584 19,745,656 20,557,356
20,638,001
Total assets 65,371,034 71,894,429 76,359,996 82,036,490 87,228,348
86,980,019
Current
liabilities
Before
distribution
23,963,037 25,216,875 17,614,075 23,911,787 27,177,594
27,177,594
After
distribution

Non-current
liabilities
12,759,380 17,429,383 29,742,076 27,880,724 30,500,102
29,906,235
Total
liabilities
Before
distribution
36,722,417 42,646,258 47,356,151 51,792,511 57,083,829
57,083,829
After
distribution

Equity attributable to
shareholders of the
parent company
25,817,865 26,990,339 25,884,541 27,537,651 27,841,691
28,078,331
Capital 16,353,422 16,680,490 17,180,905 17,180,905 18,211,760
18,211,760
Capital surplus 4,622,016 4,627,688 4,673,787 4,737,131 4,873,770
4,873,824
Retained
earnings
Earnings
Before
distribution
4,726,222 5,301,159 3,384,660 5,786,966 5,510,332
5,510,332
After
distribution

Other equity 116,205 381,002 645,189 -167,351 -636,655
-517,585
Treasurystock
Non-controlling
interests
2,830,752 2,257,832 3,119,304 2,706,328 1,794,170
1,817,859
Equity
Total
Before
distribution
28,648,617 29,248,171 29,003,845 30,243,979 29,896,190
29,896,190
After
distribution

Data source: The above 2018 Q1 consolidated financial statements have been reviewed by CPAs.

143

Condensed balance sheet (Individual)

Unit: in NT$ thousands

Year
Item
Year
Item
Year
Item
Year
Item

Financial Information for last 5 years

Financial Information for last 5 years

Financial Information for last 5 years

Financial Information for last 5 years

Financial Information for last 5 years
2013 2014 2015 2016 2017
Current assets 8,114,943 6,725,377 6,291,122 8,199,957
9,254,088
Property, plant and
equipment
8,819,880 8,824,415 8,939,016 8,559,554
8,106,718
Intangible assets
Other assets 26,211,820 29,049,882 30,096,771 31,473,561
33,581,429
Totalassets 43,146,643 44,599,674 45,326,909 48,233,072
50,942,235
Current
liabilities
Before
distribution
11,840,232 14,514,126 10,676,939 11,076,491
12,540,901
After
distribution
Non-current liabilities 5,488,546 3,095,209 8,765,429 9,618,930
10,559,643
Total
liabilities
Before
distribution
17,328,778 17,609,335 19,442,368 20,695,421
23,100,544
After
distribution
Capital 16,353,422 16,680,490 17,180,905 17,180,905
18,211,760
Capitalsurplus 4,622,016 4,627,688 4,673,787 4,737,131
4,873,770
Retained
earnings
Earnings
Before
distribution
4,726,222 5,301,159 3,384,660 5,786,966
5,392,816
After
distribution
Otherequity 116,205 381,002
645,189
-167,351
-636,655
Treasurystock
Equity 25,817,865 26,990,339 25,884,541 27,537,651
27,841,691

144

(II) Statements of Comprehensive Income (Consolidated)

Unit: in NT$ thousands

Year
Item

Financial Information for last 5 years

Financial Information for last 5 years

Financial Information for last 5 years

Financial Information for last 5 years

Financial Information for last 5 years
Financial information
from the beginning
of the current year to
March 31, 2018
(consolidated)
2013 2014 2015 2016 2017
Operatingrevenue 54,861,313 60,567,319 49,784,834 52,847,410 71,158,662
18,820,625
Gross Profit 3,683,122 4,436,083 3,704,492 7,206,359 6,299,383
1,377,756
Operating income
(loss)
1,121,041 1,442,003 861,677 3,844,037 2,211,374
304,696
Non-operating
income and
expenses
(506,485) (81,685) (2,458,392) (471,965) (406,009)
(216,660)
Income before tax 614,556 1,360,318 (1,596,715) 3,372,072 1,805,365
88,036
Current net income
(loss) from
continuing
operations
Net income
363,348 941,034 (1,614,837) 2,378,545 1,345,310
54,607
Loss from
discontinued
operations
Current net income
(loss)
363,348 941,034 (1,614,837) 2,378,545 1,345,310
54,607
Other
comprehensive
income (loss)
(Net income after
tax)
227,875 276,020 190,111 (904,716) (504,626)
56,052
Total
comprehensive
income (loss)
591,223 1,217,054 (1,424,726) 1,473,829 840,684
110,659
Net income
attributable to
owners of parent
company
Owners of parent
company
771,983 1,238,852 (953,786) 2,502,005 1,367,405
56,730
Net income
attributable to
non-controlling
interests
(408,365) (297,818) (661,051)
(123,460)
(22,095)
(2,123)
Total
comprehensive
income (loss)
attributable to
owners of parent
company
822,158 1,498,222 (761,465) 1,612,620 878,961
116,518
Total
comprehensive
income (loss)
attributable to
non-controlling
interests
(230,935) (281,168) (663,261) (138,791) (38,277)
(5,859)
Earningsper share 0.46 0.72 -0.56 1.46 0.75 0.03

Data source: The above 2018 Q1 consolidated financial statements have been reviewed by CPAs.

145

Consolidated income statement (Individual)

Unit: in NT$ thousands

Year
Item
Year
Item

Financial Information for last 5 years

Financial Information for last 5 years

Financial Information for last 5 years

Financial Information for last 5 years

Financial Information for last 5 years
2013 2014 2015 2016 2017
Operatingrevenue 26,745,406 29,202,735 22,223,598 23,867,665 29,179,218
GrossProfit 2,333,017 2,221,765 1,869,039 3,857,918 3,789,635
Operating income
(loss)
978,443 734,204 558,658 2,064,727 1,461,329
Non-operating
income and
expenses
(42,916) 675,205 (1,623,316) 948,024 208,432
Income before tax 953,527 1,409,409 (1,064,658) 3,012,751 1,669,761
Current net income
(loss) from
continuing
operations
Net income
771,983 1,238,852 (953,786) 2,502,005 1,367,405
Loss from
discontinued
operations
Current net income
(loss)
771,983 1,238,852 (953,786) 2,502,005 1,367,405
Other
comprehensive
income (loss)
(Net income after
tax)
50,175 259,370 192,321 (889,385) (488,444)
Total
comprehensive
income (loss)
822,158 1,498,222 (761,465) 1,612,620 878,961
Earningsper share 0.46 0.72 -0.56 1.46 0.75

146

(III) Names of CPAs for the last 5 years and audit opinions

  1. Names of CPAs for the last 5 years and their audit opinions
Year Name of accounting firm Name of CPA Auditors'Opinions
2013 Crowe Horwath (TW) CPAs Shu-Man Tsai,
Jen-YaoHsieh
Modified unqualified
opinion
2014 Crowe Horwath (TW) CPAs Shu-Man Tsai,
Jen-YaoHsieh
Modified unqualified
opinion
2015 Crowe Horwath (TW) CPAs Shu-Man Tsai,
Jen-YaoHsieh
Modified unqualified
opinion
2016 Crowe Horwath (TW) CPAs Ling-Wen Huang,
Jen-YaoHsieh
Unqualified opinion
2017 Crowe Horwath (TW) CPAs Ling-Wen Huang,
Jen-Yao Hsieh
Unqualified opinion

Engaged accounting firm, Horwath Chien Hsing CPAs, for attestation in 01 January 2013, which was renamed to Crowe Horwath (TW) CPAs after merging.

  1. Change of CPA in the last five years if any: In response to the need of duties adjustment by Crowe Horwath (TW) CPAs, the Company has since 2016 Q3 financial statements attestation, changed the CPAs from Shu-Man Tsai and Jen-Yao Hsieh to CPAs Ling-Wen Huang and Jen-Yao Hsieh.

147

II. Financial Analysis of the Last Five Years

Consolidated financial analysis

II. Financial Analysis II. Financial Analysis of the Last Five Years
Consolidated financial analysis
of the Last Five Years
Consolidated financial analysis
of the Last Five Years
Consolidated financial analysis
of the Last Five Years
Consolidated financial analysis
of the Last Five Years
Consolidated financial analysis
Year (Note 1)
Item analyzed (note 3)

Financial analysis of last 5 years
Financial
information from
the beginning of
the current year
to
March 31,2018
2013 2014 2015 2016 2017
Financial
Structure (%)
Debt to Assets Ratio 56.18 59.32 62.02 63.13 66.02
65.63
Long-term capital to
property, plant, and
equipment ratio
140.61 139.86 162.75 153.50 152.91
149.23
Solvency (%) Current ratio 96.94 94.54 120.89 102.10 100.90
96.62
Quick ratio 60.09 57.19 77.76 58.52 52.82
45.68
Interest protection
multiples
1.61 2.50 -0.88 5.27 2.61
1.31
Operating Ability Receivables turnover ratio
(times)
15.04
16.96
15.81 16.05 16.77
16.95
Average collection period
(days)
24.26
21.52
23.09 22.74 21.77
21.53
Inventory turnover ratio
(times)
7.23
7.53
6.95 6.50 7.11
6.93
Accounts payables
turnover ratio (times)
19.84
19.71
18.53 18.27 20.86
23.05
Average daysforsale 50.48
48.47
52.52 56.15 51.34
52.67
Property, plant, and
equipment (PP&E)
turnover ratio (times)
1.85
1.92
1.43 1.43 1.84
1.90
Total asset turnover ratio
(times)
0.82
0.88
0.67 0.67 0.84
0.86
Profitability Return on assets(%) 1.43
2.28
-1.23 3.83 2.69
0.32
Return on equity (%) 1.23
3.25
-5.54 8.03 4.49
0.18
Income before tax to
paid-upcapital ratio(%)
-
8.16
-9.29 19.63 9.91
0.48
Netprofit margin(%) 0.66
1.55
-3.24 4.50 1.89
0.29
Earningsper share(NT$) 0.47
0.74
-0.56 1.46 0.75
0.03
Cash flow Cash flow ratio (%) 9.04
4.33
20.14 14.11 0
0
Cash flow adequacy ratio
(%)
95.03
73.72
50.31 44.44 32.72
32.87
Cash re-investment ratio
(%)
3.55
2.11
4.36 4.14 0
0
Lever
age
Operating leverage 48.94
42.00
57.78 13.75 32.18
61.77
Financial leverage 9.25
2.68
80.10 1.26 2.03
15.56

148

Please state the causes of changes in each financial ratio for the preceding two fiscal years. (except when the change is less than 20%).

  1. Decline in interest coverage ratio: The decline in interest coverage ratio is due to a decline in the Income before tax. 2. Increase in property, plant, and equipment (PP&E) turnover ratio: A result from rise in sales revenue.

  2. Increase in total asset turnover ratio (times): Mainly due to dramatic increase in sales revenue as compared to the previous period.

  3. Decrease in return on assets: Mainly due to decrease in net income.

  4. Decrease in return on equity: Mainly due to decrease in net income.

  5. Decrease in ratio of income before tax to paid-up capital: Mainly due to decrease in current net profit before tax compared to the same period last year. 7. Decrease in profit margin: Mainly due to decrease in net income.

  6. Decrease in earnings per share (NT$): Mainly due to decrease in net income.

  7. Decrease in Cash flow ratio: Mainly due to decrease in net operating cash flows

  8. Decrease in Cash flow adequacy ratio: Mainly due to decrease in net operating cash flows

  9. Decrease in Cash re-investment ratio: Mainly due to decrease in net operating cash flows

  10. Increase in operating leverage: Mainly due to decrease in net operating income.

  11. Increase in financial leverage: Mainly due to increase in Interest expense.

  12. * Companies having produced an individual financial report shall produce an analysis report on individual financial ratios.

  13. If the financial information under international financial reporting standards is less than 5 years, the financial information under ROC GAAP should be prepared in Table (2) below.

  14. Note 1: Fiscal years for which reports were not CPA audited or attested shall be stated.

  15. Note 2: Until the date of publication of the annual report, a company whose stock is listed on the stock exchange or traded over the counter shall disclose the most recent financial statement audited or attested by CPA, if any.

  16. Note 3: The following calculation formulas shall be listed at the end of this Table in the annual report: 1. Financial Structure

  17. (1) Debt-to-asset ratio = total liabilities / total assets.

  18. (2) Long-term capital to property, plant and equipment ratio = (total equity + non-current liabilities)/net property, plant and equipment.

  19. Solvency

  20. (1) Current ratio = current assets/current liabilities.

  21. (2) Quick ratio = (current assets – inventory – prepaid expense) / current liabilities.

  22. (3) Interest protection multiples = net income before income tax and interest expense / current interest expense.

    1. Operating Ability
  23. (1) Receivables (including accounts receivable and notes receivable arising from business operations) turnover rate = net sales / average receivables (including accounts receivable and notes receivable arising from business operations) for each period

(2) Average collection period = 365 / receivables turnover ratio. (3) Inventory turnover ratio = cost of goods sold / average inventory amount. (4) Payable (including accounts payable and business-related notes payable) turnover ratio = cost of goods sold / average payable balance of the period (including accounts payable and business-related notes payable). (5) Average days for sale = 365 / inventory turnover rate. (6) Property, plant, and equipment (PP&E) turnover ratio = net sales/average PP&E (7) Total asset turnover ratio = net sales / average total assets. 4. Profitability (1) Return on assets = (net income + interest expense x (1– tax rate)) / average total assets. (2) Return on equity = net income after tax/ average total equity (3) Net profit margin = net income / net sales. (4) Earnings per share = (income or loss attributable to owners of parent company – dividends on preferred shares) / weighted average number of issued shares. (Note 4) 5. Cash flow

  • (1) Cash flow ratio = net operating cash flow / current liabilities. (2) Net cash flow adequacy ratio = net operating cash flow in last 5 years / (capital expenditures + inventory increase + cash dividend) in last 5 years.

  • (3) Cash re-investment ratio = (Net operating cash flow – cash dividend) / (gross property, plant and equipment + long-term investment + other non-current assets + working capital). (Note 5)

149

6. Leverage:

  • (1) Operating leverage = (Net operating revenue - variable operating change cost and expense) / Operating income (Note 6).

  • (2) Financial leverage = Operating income / (operating income - interest expenses).

  • Note 4: The following shall be noted when using the above formula for earnings per share:

  • It should be based on the weighted average number of shares of common stock rather than the number of issued shares at the end of the year.

  • When there is a cash capital increase or treasury stock transaction, the period of time in circulation shall be considered in calculating the weighted average number of shares.

  • In the case of capital increase out of earnings or capital surplus, the calculation of earnings per share for the past fiscal year and the fiscal half-year shall be retrospectively adjusted based on the capital increase ratio, without the need to consider the issuance period for the capital increase.

  • If the preferred shares are non-convertible cumulative preferred shares, the dividend of the current year (whether issued or not) shall be subtracted from net profit after tax, or added to net loss after tax. In the case of non-cumulative preferred shares, if there is net profit after tax, dividend on preferred shares shall be subtracted from net profit after tax; no adjustment is required in case of loss.

  • Note 5: Special attention should be paid to the following matters when carrying out cash flow analysis:

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

  • Capital expenditures refer to the cash outflows for annual capital investment.

  • The increase in inventory is counted only when the balance at the end of the period is greater than the balance at the beginning of the period. If the inventory decreases at the end of the year, it is counted as zero.

  • Cash dividend includes cash dividends from common stocks and preferred stocks.

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

  • Note 6: The issuer shall classify the operating costs and operating expenses as fixed or variable according to their nature. If it involves estimation or subjective judgment, attention should be paid to its reasonableness and consistency.

  • Note 7: Where company shares have no par value or where the par value per share is not NT$ 10, any calculations that involve paid-up capital ratio shall be replaced with the equity ratio attributable to the owners of the parent company as stated in the balance sheet.

150

Individual financial analysis

Year (Note 1)
Item analysed (Note 2)
Year (Note 1)
Item analysed (Note 2)
Year (Note 1)
Item analysed (Note 2)

Financial analysis of last 5 years

Financial analysis of last 5 years

Financial analysis of last 5 years

Financial analysis of last 5 years

Financial analysis of last 5 years
2013 2014 2015 2016 2017
Financial
Structure
(%)
Debt to Assets Ratio 40.16 39.48 42.89 42.91
45.35
Long-term capital to property,
plant, and equipment ratio
354.95 340.94 387.63 434.09
473.70
Solvency
(%)
Current ratio 68.54 46.34 58.92 74.03
73.79
Quick ratio 38.59 25.21 36.44 38.51
38.28
Interest protection multiples 3.87 5.64 -2.34 9.47
4.45
Operating Ability Receivables turnover ratio
(times)
18.36 16.10 11.96 16.59
19.25
Average collection period
(days)
19.88 22.67 30.52 22.00
18.96
Inventory turnover ratio
(times)
7.77 8.46 7.93 6.85
6.51
Accounts payables turnover
ratio (times)
17.41 20.81 17.22 16.25
20.25
Average daysforsale 46.97 43.14 46.03 53.28
56.07
Property, plant, and equipment
(PP&E)turnover ratio(times)
2.96 3.31 2.50 2.73
3.50
Total asset turnover ratio
(times)
0.62 0.67 0.49 0.51
0.59
Profitability Returnon assets (%) 2.43 3.43 -1.53 5.98
3.42
Returnonequity (%) 3.04 4.69 -3.61 9.37 4.94
Percentage to
net Income
Capital Ratio
(%)
Operating
income
5.98 4.40 -3.25 12.02
8.02
Pre-tax net
profit
5.72 8.45 -6.20 17.54
9.17
Netprofit margin(%) 2.89 4.24 -4.29 10.48
4.69
Earningsper share(NT$) 0.47 0.74 -0.56 1.46
0.75
Cash flow Cash flow ratio (%) 14.88 0 25.07 18.09
4.28
Cash flow adequacy ratio (%) 169.55 153.27 195.97 138.01
117.14
Cash re-investment ratio (%) 4.11 0 5.82 4.10
1.07
Lever
age
Operating leverage 27.33 39.77 39.78 11.56
19.97
Financial leverage 1.50 1.71 2.33 1.21
1.37

151

Please state the causes of changes in each financial ratio for the preceding two fiscal years. (except when the change is less than 20%). 1. Decline in interest coverage ratio: The decline in interest coverage ratio is due to a decline in the Income before tax. 2. Increase in accounts payables turnover ratio: Mainly due to increase in cost to sell. 3. Increase in property, plant, and equipment (PP&E) turnover ratio: A result from rise in sales revenue. 4. Decrease in return on assets: Mainly due to decrease in net income. 5. Decrease in return on equity: Mainly due to decrease in net income. 6. Decrease in the ratio of operating profits to paid-in-capital Mainly due to decrease in operating profits. 7. Decrease in ratio of income before tax to paid-up capital: Mainly due to decrease in current net profit before tax compared to the same period last year. 8. Decrease in profit margin: Mainly due to decrease in net income. 9. Decrease in earnings per share (NT$): Mainly due to decrease in net income. 10. Decrease in Cash flow ratio: Mainly due to decrease in net operating cash flow, and increase in current liabilities. 11. Decrease in Cash re-investment ratio: Mainly due to decrease in net operating cash flows 12. Increase in operating leverage: Mainly due to decrease in net operating income. Note 1: Fiscal years for which reports were not CPA audited or attested shall be stated. Note 2: The following calculation formulas shall be listed at the end of this Table in the annual report: 1. Financial Structure (1) Debt-to-asset ratio = total liabilities / total assets. (2) Long-term capital to fixed assets ratio = (shareholders' equity + long-term liabilities)/net fixed assets. 2. Solvency (1) Current ratio = current assets/current liabilities. (2) Quick ratio = (current assets – inventory – prepaid expense) / current liabilities. (3) Interest protection multiples = net income before income tax and interest expense / current interest expense. 3. Operating Ability (1) Receivables (including accounts receivable and notes receivable arising from business operations) turnover rate = net sales / average receivables (including accounts receivable and notes receivable arising from business operations) for each period (2) Average collection period = 365 / receivables turnover ratio. (3) Inventory turnover ratio = cost of goods sold / average inventory amount. (4) Payable (including accounts payable and business-related notes payable) turnover ratio = cost of goods sold / average payable balance of the period (including accounts payable and business-related notes payable). (5) Average days for sale = 365 / inventory turnover rate. (6) Fixed assets turnover ratio = net sales / average total assets. (7) Total asset turnover ratio = net sales / average total assets. 4. Profitability (1) Return on assets = (net income + interest expense x (1– tax rate)) / average total assets. (2) Return on equity = profit and loss after tax / average shareholders' equity. (3) Net profit margin = net income / net sales. (4) Earnings per share = (net profit after tax – dividends on preferred shares) / weighted average number of issued shares. (Note 4) 5. Cash flow (1) Cash flow ratio = net operating cash flow / current liabilities. (2) Net cash flow adequacy ratio = net operating cash flow in last 5 years / (capital expenditures + inventory increase + cash dividend) in last 5 years. (3) Cash re-investment ratio = (Net cash flow from operating activities – cash dividend) / (gross fixed assets value + long-term investment + other assets + working capital). (Note 5) 6. Leverage: (1) Operating leverage = (Net operating revenue - variable operating change cost and expense) / Operating income (Note 6). (2) Financial leverage = Operating income / (operating income - interest expenses). Note 3: The following shall be noted when using the above formula for earnings per share: 1. It should be based on the weighted average number of shares of common stock rather than the number of

152

issued shares at the end of the year.

  1. When there is a cash capital increase or treasury stock transaction, the period of time in circulation shall be considered in calculating the weighted average number of shares.

  2. In the case of capital increase out of earnings or capital surplus, the calculation of earnings per share for the past fiscal year and the fiscal half-year shall be retrospectively adjusted based on the capital increase ratio, without the need to consider the issuance period for the capital increase.

  3. If the preferred shares are non-convertible cumulative preferred shares, the dividend of the current year (whether issued or not) shall be subtracted from net profit after tax, or added to net loss after tax. In the case of non-cumulative preferred shares, if there is net profit after tax, dividend on preferred shares shall be subtracted from net profit after tax; no adjustment is required in case of loss.

  4. Note 4: Special attention should be paid to the following matters when carrying out cash flow analysis:

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

  6. Capital expenditures refer to the cash outflows for annual capital investment.

  7. The increase in inventory is counted only when the balance at the end of the period is greater than the balance at the beginning of the period. If the inventory decreases at the end of the year, it is counted as zero.

  8. Cash dividend includes cash dividends from common stocks and preferred stocks.

  9. Gross fixed assets refer to the total fixed assets before the deduction of accumulated depreciation.

Note 5: The issuer shall classify the operating costs and operating expenses as fixed or variable according to their nature. If it involves estimation or subjective judgment, attention should be paid to its reasonableness and consistency.

153

III. The Audit Committees Audit Report on the Most Recent Fiscal Year:

The Board of Directors has prepared the Company's 2017 business report, consolidated financial statements (include individual financial statements)

and surplus distribution proposal, where the financial statements have been audited by Crowe Horwath (TW) CPAs, and an audit report has been issued. The aforementioned business report, financial statements and surplus distribution proposal

have been audited by the Company's Audit Committee, and deemed no incompatibility. The above reports are presented in accordance

with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.

To

2018 Shareholders ' Meeting of Yieh Phui Enterprise Co., Ltd.

Audit Committee Convener: Chin-Shu Sun

March 21, 2018

154

IV. Last Fiscal Year's Consolidated Financial Statements of the Parent Company and Subsidiaries Audited and Attested by the CPA:

Yieh Phui Enterprise Co., Ltd.

Representation Letter for Combined Financial Statements

The entities that are required to be included in the combined financial statements of Yieh Phui Enterprise Co., Ltd. as of and for the year ended December 31, 2017, under the Criteria Governing the Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises are the same as those included in the consolidated financial statements prepared in conformity with the International Financial Reporting Standards No.10, “Consolidated Financial Statements.” In addition, the information required to be disclosed in the combined financial statements has already been covered in the consolidated financial statements. Hence, Yieh Phui Enterprise Co., Ltd. does not prepare a separate set of combined financial statements.

Represented by

Yieh Phui Enterprise Co., Ltd.

Representative: Lin, I-Shou

March 21, 2018

155

==> picture [174 x 30] intentionally omitted <==

Crowe Horwath (TW) CPAs Crowe Horwath (TW) CPAs

Member Crowe Horwath International

27F-1., No.6, Siwei 3rd Rd., Lingya Dist., 27F-1., No.6, Siwei 3rd Rd., Lingya Dist., Kaohsiung City, Taiwan R.O.C. Tel:(07)3312133 Main line Fax:(07)3331710

Independent Auditors’ Report

To Yieh Phui Enterprise Co., Ltd.

Auditors’ Opinions

We have audited the Consolidated Balance Sheet of Yieh Phui Enterprise Co., Ltd. and its subsidiaries (hereinafter referred to as Yieh Phui Group) as of 31 December 2017 and 2016, the Consolidated Statements of Comprehensive Income, Consolidated Statements of Changes in Equity, Consolidated Statements of Cash Flows, and Notes to Consolidated Financial Statements (including Summary of Significant Accounting Policies) for the periods from January 1 to December 31, 2017 and 2016.

In our opinion, based on our audits and other auditors’ reports (please refer to other paragraphs), the afore-mentioned Consolidated Financial Statements present fairly, in all material respects, the consolidated financial position of Yieh Phui Group as of December 31, 2017 and 2016, and its consolidated financial performance and consolidated cash flows for the periods from January 1 to December 31, 2017 and 2016 in conformity with Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) to the extent endorsed and effected by the Financial Supervisory Commission.

Basis for Opinion

We planned and conducted our audits in accordance with Rules Governing the Auditing and Attestation of Financial Statements by Certified Public Accountants and Generally Accepted Auditing Standards in the Republic of China. Our responsibility under the above mentioned regulations will be further explained in the section titled "Accountant's Responsibility in Auditing the Consolidated Financial Statements". We have stayed independent from Yieh Phui Group as required by The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled other responsibilities as stipulated by the norm. Based on our audits and other auditors’ reports, we believe we have obtained sufficient and appropriate audit evidence to serve as a basis for our opinion.

Key Audit Matters

Key Audit Matters refer to most vital matters in the process of auditing of 2017 Consolidated Financial Statement of Yieh Phui Group based on our professional judgment. Such matters have been dealt with in the course of of auditing and compiling the Consolidated

156

Financial Statements and in the preparation of our audit opinion. As such, we do not respond to each key matter individually. Key Audit Matters for the Yieh Phui Group’s Consolidated Financial Statements for the year ended December 31, 2017 are stated as follows:

  • I. Timing of Sales Revenue Recognition

Please see Note 4(29) of the Consolidated Financial Statements for accounting policies regarding revenue recognition; please see note 5(2)1 of the Consolidated Financial Statements for critical accounting estimates and assumptions regarding revenue recognition; please see note 6(31) of the Consolidated Financial Statement for details regarding revenue recognition. Description of key audit matters:

The timing of sales revenue recognition has to do with confirming the time of transfer of ownership and risk to the customer. Since the sales conditions for each major customer may differ, Yieh Phui Group determines whether to transfer the ownership and risk of goods sold to the customer according to the trading conditions of each order. As the timing of recognizing the sales revenue may have a major impact on Yieh Phui Group's financial performance, we have thus included it as one of the key audit matters.

157

Audit Process Adopted:

Our audit process included understanding and testing the effectiveness of the design and execution of internal control over the timing of sales revenue recognition; sampling and testing the trading terms between the Company and its major customers, and performing deadline test to determine the appropriateness of revenue recognition timing.

II. Inventory Valuation

Please refer to Note 4(13) of the Consolidated Financial Statements for accounting policies regarding inventory valuation; please refer to Note 5(2)5. of the Consolidated Financial Statements for critical accounting estimates and assumptions regarding inventory valuation and Note 6(7) of the Consolidated Financial Statements for details of inventory valuation.

Description of key audit matters:

Yieh Phui Group's inventory amounted to NT$ 9,993,445 thousand (net of NT$ 10,353,869 thousand of total inventory costs less NT$ 360,424 thousand of allowance for inventory valuation losses) as of 31 December 2017, which accounted for 11.46% of total assets. The inventory valuation is measured at the lower of the value of inventory cost and net realizable value. Given that the valuation of net realizable value of inventory has a significant impact on critical judgments and estimates and since inventory valuation is dependent on the influence of frequently volatile fluctuations of international metal price, we have thus included this item in the key audit matters.

Audit Process Adopted:

Our major audit process included obtaining management’s assessment information which determines the lower of the value of inventory cost and net realizable value of inventory, sampling estimated selling prices to the most recent sales records, and assessing the appropriateness of management's basis for estimating the net realizable value.

Other Matters

We do not audit the financial statements of some associates that have been included in the afore-mentioned Consolidated Financial Statements. They were audited by other auditors. Therefore, any value of such financial statements we have used to form our opinion for the afore-mentioned Consolidated Financial Statements are based on other auditors’ reports. The value of investments in the afore-mentioned associates recognized under the equity method as of December 31, 2017 and 2016 were NT$ 5,394,163 thousand and NT$ 5,358,441 thousand respectively, accounting for 6.18% and 6.53% of total assets. The share of profit (loss) of associates and joint ventures recognized under equity method in 2017 and 2016 were NT$ 82,282 thousand and NT$ 146,399 thousand respectively, accounting for 4.56% and 4.34% of income before tax.

158

Yieh Phui Enterprise Co., Ltd. has prepared its Parent Only Financial Statements, on which we have issued an unqualified audit report for reference.

Responsibility of the management and the governing body for the Consolidated Financial Statements

It is the management’s responsibility to fairly present the Consolidated Financial Statements in conformity with Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) to the extent endorsed and effected by the Financial Supervisory Commission, and to sustain internal controls respecting preparation of the Consolidated Financial Statements so as to avoid material misstatements due to fraud or errors therein.

In preparing the Consolidated Financial Statements, the responsibility of management includes assessing Yieh Phui Group’s ability to continue as a going concern, disclosing going concern matters, as well as adopting going concern accounting, unless the management intends to liquidate Yieh Phui Group or terminate the business, or no practicable measure other than liquidation or termination of the business can be taken.

The governing bodies of Yieh Phui Group (including the Audit Committee) have the responsibility to oversee the financial reporting process. The Accountants’ Responsibility in Auditing the Consolidated Financial Statements

159

The purpose of our audit is to provide reasonable assurance that the Consolidated Financial Statements as a whole contains no material misstatements, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. "Reasonable assurance" refers to a high level of assurance. Nevertheless, our audit, which was carried out according to GAAS, does not guarantee that a material misstatement(s) will be detected in the Consolidated Financial Statements. There may still be material misstatements due to fraud or errors. If it could have been reasonably anticipated that misstated amounts, individually or in aggregate, could have influenced the economic decisions made by the users of the Consolidated Financial Statements, it will be deemed as material.

We have exercised professional judgment and maintained professional skepticism while abiding by GAAS in our audit. The following tasks have also been performed:

  1. Identified and evaluated the risk of a material misstatement(s) due to fraud or errors in the Consolidated Financial Statements; designed and carried out appropriate countermeasures for the assessed risks; and obtained sufficient and appropriate evidence as the basis for the audit report. As fraud may involve collusion, forgery, deliberate omissions, false statements, or violations of internal controls, the risk of an undetected material misstatement due to fraud is greater than that due to errors.

  2. Acquired necessary understanding of internal controls pertaining to the audit so as to provide appropriate audit procedures under such circumstances. Nevertheless, the purpose of such an understanding is not to provide any opinion on the effectiveness of the internal controls of Yieh Phui Group.

  3. Evaluated the appropriateness of the accounting policies adopted by management and the rationality of the accounting estimates and the relevant disclosures.

  4. Concluded on the appropriateness of the management’s use of going concern basis of accounting, and determined whether there existed events or circumstances that might cast significant uncertainty over Yieh Phui Group’s ability to continue as a going concern. If we believe there may be factors causing significant uncertainties, we are required to remind the users of the Consolidated Financial Statements in our audit report of the relevant disclosures therein, or to amend our report if inappropriate disclosure was made. Our conclusion is based on the audit evidence obtained as of the date of the audit report. However, future events or circumstances may cause Yieh Phui Group to cease to continue as a going concern.

  5. Evaluated the overall presentation, structure and content of the Consolidated Financial Statements (including the related notes), and determined whether the Consolidated Financial Statements present related transactions and events fairly.

  6. Obtained adequate and appropriate audit evidence regarding financial information of

160

members of the Group so as to express opinions for the Consolidated Financial Statements. We are responsible for the direction, supervision and execution of auditing the Group, and for formation of an audit opinion.

Communications between us and the company’s governing body take account of the scope and timing of the planned audit and significant audit findings, including any significant deficiencies in the internal controls during the audit process.

We have also provided the governing body with our statement of independence in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and communicated with the governing body all relationships and other matters that may be deemed to have an influence on our independence (including safeguard measures).

161

From the matters communicated with the governing body, we determined the key audit matters for Yieh Phui Group’s Consolidated Financial Statements for the year ended in December 31, 2017. Such matters have been explicitly stated in our audit report, unless laws or regulations prevent their disclosures, or, in extremely rare cases, we decide not to communicate such matters in our audit report in consideration that the reasonably anticipated adverse impacts of such communication would be greater than the public interest it would promote.

Crowe Horwath (TW) CPAs CPA: Huang Ling-Wen

CPA: Hsieh, Jen-Yao

No. of the official approval: FSC No. 10200032833 March 21, 2018

162

Yieh Phui Enterprise Co., Ltd. and Its Subsidiaries Consolidated Balance Sheets December 31, 2017, and December 31, 2016 Unit: In Thousands of New Taiwan Dollars

Code
Notes
Assets
December 31, 2 017 December 31, 2016: Code
Notes
Liabilities and Equity
December 31, 20 17 December 31, 2016:
Amount Amount Amount
Amount
1100
6(1)
1110
6(2)
1150
6(3)
1170
6(4)
1180
7
1190
6(5)
1195
6(5)、7
1200
6(6)
1220
130X
6(7)
1410
6(8)
1476
6(9)
11XX
1510
6(2)
1523
6(11)
1543
6(12)
1546
6(13)
1550
6(10)
1600
6(14)
1760
6(15)
1780
1840
6(36)
1920
1980
8
1985
6(16)
15XX
1XXX
Total asset
Chairperson: Lin, I-Shou
Long-term prepaid rent
Total non-current assets
Deferred income tax assets
Refundable deposits
Other financial assets - non-current
Property, plant and equipment
Investment property, net
Intangible assets
Bond investments with no active
market-non-current
Investments accounted for using
equity method
Available-for-sale financial assets
- non-current
Financial assets carried at cost -
non-current
Non-current assets
Financial assets at fair value
through profit or loss - non-current
Other financial assets - current
Total current assets
Current income tax assets
Inventories
Prepayments
Construction contract receivable
Construction contract receivables –
related parties
Other receivables
Notes receivable - net
Accounts receivable- Net
Accounts receivable - related
parties, net
Cash and Cash Equivalents
Financial assets at fair value
through profit or loss - current
$7,704,425
49,534
1,389,916
2,511,585
759,908
175,452
192,200
277,705
12,308
9,993,445
3,032,728
1,236,064
----------------
27,335,270
----------------
9,999
44,910
551,462
554,755
17,412,043
39,326,842
988,576
8,880
609,736
69,570
63,827
252,478
----------------
59,893,078
----------------
$87,228,348
================
9
-
2
3
1
-
-
-
-
12
3
1
----
31
----
-
-
1
1
20
45
1
-
1
-
-
-
----
69
----
100
$8,133,181
119,868
730,552
2,171,582
922,244
301,108
344,415
256,374
1,611
8,249,118
2,172,408
1,011,781
----------------
24,414,242
----------------
9,999
46,575
484,126
206,305
17,060,270
37,867,059
944,835
9,533
569,580
64,492
95,928
263,546
----------------
57,622,248
----------------
$82,036,490
================
Man
10
-
1
3
1
-
-
-
-
11
3
1
----
30
----
-
-
1
-
21
46
1
-
1
-
-
-
----
70
----
100
====
(Pl
ager: Wu Lin
2100
6(17)
2110
6(18)
2120
6(2)
2150
2170
2190
6(5)
2200
6(19)
2230
2250
6(20)
2310
2320
6(21)
21XX
2540
6(23)
2570
6(36)
2630
6(25)
2640
6(24)
2645
25XX
2XXX
3110
6(26)
3200
6(27)
3310
6(28)
3320
6(28)
3350
6(28)
3400
6(29)
31XX
36XX
6(30)
3XXX
1XXX
ease refer to Notes to the Financial Statements)
-Mao
Non-controlling interests
Total equity
Total liabilities and equity
Legal reserve
Special reserve
Undistributed earnings
Other equity
Total equity attributable to
shareholders of the parent company
Capital of common shares
Capital surplus
Retained earnings
Equity attributable to shareholders
of the parent company
Capital
Total non-current liabilities
Total liabilities
Net defined benefit liability - non-
current
Deposits received
Long-term loans
Deferred income tax liabilities
Long-term deferred revenue
Total current liabilities
Non-current liabilities
Long-term liabilities - current
portion
Current income tax liabilities
Provision - current
Advance receipt
Accounts payable
Construction contract payable
Other payables
Financial liabilities at fair value
through profit or loss - current
Notes payable
Current liabilities
Short-term loan
Short-term bills payable
$15,825,523
989,011
21,033
1,816,494
1,114,431
14,331
1,634,147
1,124
102,183
1,888,764
3,685,344
----------------
27,092,385
----------------
29,282,172
227,177
35,669
940,445
14,639
----------------
30,500,102
----------------
57,592,487
----------------
18,211,760
4,873,770
2,698,462
327,757
2,366,597
-636,655
----------------
27,841,691
1,794,170
----------------
29,635,861
----------------
$87,228,348
================
Ac
19
1
-
2
1
-
2
-
-
2
4
----
31
----
34
-
-
1
-
----
35
----
66
----
21
6
3
-
3
-1
----
32
2
----
34
----
100
====
counting Man
$10,514,507
13
679,013
1
-
-
2,094,250
3
1,193,816
1
29,402
-
1,700,788
2
381,176
-
70,347
-
2,132,926
3
5,115,562
6
----------------
----
23,911,787
29
----------------
----
26,632,474
33
115,349
-
38,396
-
1,075,766
1
18,739
-
----------------
----
27,880,724
34
----------------
----
51,792,511
63
----------------
----
17,180,905
21
4,737,131
6
2,448,261
3
327,757
-
3,010,948
4
-167,351
-
----------------
----
27,537,651
34
2,706,328
3
----------------
----
30,243,979
37
----------------
----
$82,036,490
100
================
====
ager: LIN,CHIEN-HUNG

163

Yieh Phui Enterprise Co., Ltd. and Its Subsidiaries Consolidated Statements of Comprehensive Income January 1, 2017 ~ December 31, 2017

Unit: In Thousands of New Taiwan Dollars

Code
Note
Item
2017 2016
Amount
$52,847,410
100
45,641,051
86
-----------------
----
7,206,359
14
2,284,023
4
976,487
2
101,812
-
-----------------
----
3,362,322
6
-----------------
----
3,844,037
8
-----------------
----
265,050
-
-177,374
-
-789,831
-1
230,190
-
-----------------
----
-471,965
-1
-----------------
----
3,372,072
7
993,527
2
-----------------
----
2,378,545
5
-----------------
----
-71,478
-
-26,336
-
-11,383
-
-849,812
-2
-5,850
-
-104,959
-
-142,336
-
-----------------
----
-904,716
-2
-----------------
----
$1,473,829
3
=================
====
2,502,005
5
-123,460
-
-----------------
----
$2,378,545
5
=================
====
1,612,620
3
-138,791
-
-----------------
----
$1,473,829
3
=================
====
$1.37
=================
Amount
4000
6(31)
5000
6(7)
5900
6100
6200
6300
6000
6900
7010
6(32)
7020
6(33)
7050
6(34)
7060
7000
7900
7950
6(36)
8200
8311
8320
8349
8361
8362
8370
8399
8300
6(37)
8500
8610
8620
8600
8710
8720
8700
9750
6(38)
Total
Basic earnings per share (NTD)
Basic earnings per share
Total
Total comprehensive income (loss) attributable
to:
Shareholders of the parent company (net
income/loss)
Non-controlling interest (net income/loss)
Total comprehensive income (loss)
Net income (loss) attributable to:
Shareholders of the parent company (net
income/loss)
Non-controlling interest (net income/loss)
Share of other consolidated loss (profit) of
associates and joint ventures recognized under
equity method
Income tax expense (profit) relating to items
that may be reclassified to profit or loss.
Other comprehensive income (loss), net
Items that may be reclassified subsequently to
profit or loss:
Exchange differences on translation of foreign
financial statements
Unrealized valuation gain (loss) on available-
for-sale financial assets
Other comprehensive income (loss), net
Items that are not reclassified subsequently to
profit or loss:
Remeasurement of defined benefit plans
Share of other comprehensive income (loss) of
associates and joint ventures recognized under
equity method
income tax expenses (benefits) related to items
that are not subsequently reclassified
Net income (loss) before tax
Income tax expense (gains)
Net income (loss)
Other gains and losses
Finance costs
Share of the loss (profit) of associates and
joint ventures recognized under equity method
Total non-operating income and expenses
Total operating expenses
Operating income (loss)
Non-operating income and expenses
Other income
Gross profit (loss)
Operating expenses
Selling expense
Administrative expense
Research and development expenses
Operating revenue
Operating costs
$71,158,662
64,859,279
-----------------
6,299,383
2,895,049
1,096,333
96,627
-----------------
4,088,009
-----------------
2,211,374
-----------------
287,320
263,704
-1,120,195
163,162
-----------------
-406,009
-----------------
1,805,365
460,055
-----------------
1,345,310
-----------------
2,578
-30,121
-6,312
-337,699
-1,665
-229,281
-85,250
-----------------
-504,626
-----------------
$840,684
=================
1,367,405
-22,095
-----------------
$1,345,310
=================
878,961
-38,277
-----------------
$840,684
=================
$0.75
=================
100
91
----
9
3
2
-
----
5
----
4
----
-
-
-1
-
----
-1
----
3
1
----
2
----
-
-
-
-
-
-
-
----
-1
----
1
====
2
-
----
2
====
1
-
----
1
====

(Please refer to Notes to the Financial Statements) Chairperson: Lin, I-Shou Manager: Wu Lin-Mao Accounting Manager: LIN,CHIEN-HUNG

164

Yieh Phui Enterprise Co., Ltd. and Its Subsidiaries Consolidated Statements of Changes in Equity January 1, 2017 ~ December 31, 2017 January 1, 2016 ~ December 31, 2016

Unit: In Thousands of New Taiwan Dollars

Item Capital Capital surplus R etained earnings Other EquityItems $7,080
-
4,305
----------------
4,305
----------------
-
-
-
-
----------------
11,385
-
-
-
----------------
-
----------------
-
-4,995
----------------
-4,995
----------------
-
-
-
-
----------------
$6,390
================
Accounting
Profit (loss) on the
effective portion of cash
flow hedging
$3,119,304
$29,003,845
-123,460
2,378,545
-15,331
-904,716
----------------
----------------
-138,791
1,473,829
----------------
----------------
-566
-2,671
-45,136
-
2,541
-
-231,024
-231,024
----------------
----------------
2,706,328
30,243,979
-
-
-
-687,236
-
-
----------------
----------------
-
-687,236
----------------
----------------
-22,095
1,345,310
-16,182
-504,626
----------------
----------------
-38,277
840,684
----------------
----------------
107
4,183
-131,235
-
22,996
-
-765,749
-765,749
----------------
----------------
$1,794,170
$29,635,861
================
================
Manager: LIN,CHIEN-HUNG
Non-controlling
interests
Total Equity
Exchange differences on
translation of foreign
financial statements
Unrealized gain
(loss) of
available-for-sale
financial assets
Capital of common
shares
Legal reserve Special
reserve
Undistributed
earnings
Chairperson: Lin, I-Shou
Balance, December 31, 2017
Changes in associated companies and
joint ventures accounted for using
equity method
Difference between the price received
from acquisition or disposal of interest
in subsidiaries and book value
Changes in ownership interests in
subsidiaries
Non-controlling interests
Net income (loss)
Other comprehensive income (loss)
Total comprehensive income (loss)
Earnings allocation and distribution:
Legal reserve
Cash dividends for common stocks
Stock dividends for common stocks
Total
Difference between the price received
from acquisition or disposal of interest
in subsidiaries and book value
Changes in ownership interests in
subsidiaries
Non-controlling interests
Balance, December 31, 2016
Other comprehensive income (loss)
Total comprehensive income (loss)
Changes in associated companies and
joint ventures
accounted for using equity method
Balance, January 1, 2016
Net income (loss)
$17,180,905
-
-
----------------
-
----------------
-
-
-
-
----------------
17,180,905
-
-
1,030,855
----------------
1,030,855
----------------
-
-
----------------
-
----------------
-
-
-
-
----------------
$18,211,760
================
$4,673,787
-
-
----------------
-
----------------
9,543
45,136
8,665
-
----------------
4,737,131
-
-
-
----------------
-
----------------
-
-
----------------
-
----------------
5,404
131,235
-
-
----------------
$4,873,770
================
(Please Refer
$2,448,261
-
-
-----------------
-
-----------------
-
-
-
-
-----------------
2,448,261
250,201
-
-
-----------------
250,201
-----------------
-
-
-----------------
-
-----------------
-
-
-
-
-----------------
$2,698,462
=================
to Notes to the C
$327,757
-
-
---------------
-
---------------
-
-
-
-
---------------
327,757
-
-
-
---------------
-
---------------
-
-
---------------
-
---------------
-
-
-
-
---------------
$327,757
===============
onsolidated Fina
Manager:
$608,642
2,502,005
-76,845
----------------
2,425,160
----------------
-11,648
-
-11,206
-
----------------
3,010,948
-250,201
-687,236
-1,030,855
----------------
-1,968,292
----------------
1,367,405
-19,140
----------------
1,348,265
----------------
-1,328
-
-22,996
-
----------------
$2,366,597
================
ncial Statements)
Wu Lin-Mao
$583,467
-
-809,765
----------------
-809,765
----------------
-
-
-
-
----------------
-226,298
-
-
-
----------------
-
----------------
-
-471,480
----------------
-471,480
----------------
-
-
-
-
----------------
$-697,778
================
$54,642
-
-7,080
----------------
-7,080
----------------
-
-
-
-
----------------
47,562
-
-
-
----------------
-
----------------
-
7,171
----------------
7,171
----------------
-
-
-
-
----------------
$54,733
================

165

Yieh Phui Enterprise Co., Ltd. and Its Subsidiaries

Consolidated Statements of Cash Flows January 1, 2017 ~ December 31, 2017 January 1, 2016 ~ December 31, 2016

Unit: In Thousands of New Taiwan Dollars

Dividend received
Interest paid
Income tax refunded (paid)
Net cash provided by (used in) operating activities
Total net changes in operating assets and liabilities
Total adjustments
Cash inflow (outflow) from operations
Interest received
Increase (decrease) in provision
Increase (decrease) in advance receipts
Increase (decrease) in defined benefit liability, net
Total net changes in operating liabilities
Net changes in operating liabilities
Increase (decrease) in notes payable
Increase (decrease) in accounts payable
Increase (decrease) in construction contract payable
Increase (decrease) in other payables
(Increase) decrease in other receivables
(Increase) decrease in inventories
(Increase) decrease in prepayments
(Increase) decrease in other financial assets
Total net changes in operating assets
Net changes in operating assets
(Increase) decrease in held-for-trading financial assets
(Increase) decrease in notes receivable
(Increase) decrease in accounts receivable
(Increase) decrease in accounts receivable - related parties
(Increase) decrease in construction contract receivables
Impairment loss on non-financial assets
Others
Total income and expense items
Changes in operating assets and liabilities:
Dividend income
Share of the loss (profit) of associates and joint ventures recognized under equity method
Loss (gain) on disposal and retirement of property, plant and equipment
Reclassification of property, plant and equipment to expense
Gain (loss) on disposal of investment
Impairment loss on financial assets
Amortization
Bad debt provision (restated as income)
Net loss (gain) from financial assets and liabilities at fair value through profit or loss
Interest expense
Interest income
Cash flows from operating activities
Net income (loss) before tax
Adjustments:
Income and expense item:
Depreciation
Item
$1,805,365
$3,372,072
1,660,759
1,474,184
23,492
1,377
-174
-
35,418
-12,682
1,120,195
789,831
-101,638
-49,136
-73,952
-8,250
-163,162
-230,190
-309,013
25,766
9,211
17,355
-15
-200
1,060
-
13,534
52,796
-217
-217
-----------------
-----------------
2,215,498
2,060,634
-----------------
-----------------
55,105
17,814
-659,449
-251,768
-339,650
-660,075
161,920
-153,344
277,871
-213,569
-17,074
-90,234
-1,744,327
-2,468,253
-860,320
-362,043
-615
2,204
-----------------
-----------------
-3,126,539
-4,179,268
-----------------
-----------------
-277,756
1,345,152
-79,385
233,856
-15,071
-1,530
-99,234
280,274
31,836
-34,173
-244,162
1,542,648
-132,743
-42,793
-----------------
-----------------
-816,515
3,323,434
-----------------
-----------------
-3,943,054
-855,834
-----------------
-----------------
-1,727,556
1,204,800
-----------------
-----------------
77,809
4,576,872
97,381
49,113
179,347
25,950
-1,126,859
-801,322
-689,738
-475,574
-----------------
-----------------
-1,462,060
3,375,039
-----------------
-----------------
2016
2017

(to be continued)

166

Cash and cash equivalents, end of the period
Item
Net cash provided by (used in) financing activities
Effect of exchange rate changes on cash and cash equivalents
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents, beginning of the period
Increase in deposits received
Decrease in deposits received
Decrease in other non-current liabilities
Cash dividends distributed
Changes in non-controlling interests
Decrease in short-term loans
Increase in short-term bills payables
Decrease in short-term bills payables
Repayment of Bonds
Increase in long-term loan
Repayment of long-term loan
Decrease in other non-current assets
Net cash provided by (used in) investing activities
Cash flows from financing activities:
Increase in short-term loans
Disposal of property, plant and equipment
Increase in refundable deposits
Decrease in refundable deposits
Acquisition of intangible assets
Acquisition of investment property
Increase in other financial assets
Cash flows from investing activities:
Acquisition of Bond investments with no active market
Acquisition of financial assets measured at cost
Disposal of financial assets carried at cost
Acquisition of investment accounted for using equity method
Acquisition of subsidiaries (less the cash received)
Subscriptions returned due to capital reduction of investees accounted for using equity method
Acquisition of property, plant and equipment
-348,450
-206,305
-68,396
-21,913
15
150
-585,976
-408,132
13
-
620
1,097
-3,428,503
-4,174,303
361,381
837
-5,078
-
-
1,124
-
-8,208
-16,263
-44,067
-191,567
-396,034
11,068
8,793
-----------------
-----------------
-4,271,136
-5,246,961
-----------------
-----------------
5,311,016
-
-
-1,669,412
310,000
-
-
-85,539
-278,940
-1,237,560
9,984,035
4,284,850
-8,480,026
-979,287
-
9,011
-4,100
-
-2,727
-5,672
-687,236
-
-767,816
-231,024
-----------------
-----------------
5,384,206
85,367
-----------------
-----------------
-79,766
331,670
-----------------
-----------------
-428,756
-1,454,885
8,133,181
9,588,066
-----------------
-----------------
$7,704,425
$8,133,181
=================
=================
2017
2016

Chairperson: Lin, I-Shou

(Please Refer to Notes to the Consolidated Financial Statements) Manager: Wu Lin-Mao Accounting Manager: LIN,CHIEN-HUNG

167

Yieh Phui Enterprise Co., Ltd. and Its Subsidiaries Notes to Consolidated Financial Statements

January 1 to December 31, 2017 and 2016 (Amount in Thousand NTD, Unless Otherwise Stated)

  • I. Company History

  • Yieh Phui Enterprise Co., Ltd. (hereinafter referred to as the Company) was established in April 1978, currently a listed company in Taiwan Stock Exchange (hereafter referred to as TWSE). The Company engages mainly in the processing, manufacturing marketing and import/export trading of rolled steel coils, refined steel, molded steel, steel / iron wires, galvanized / pre-painted / surface-treated metals.

  • The Company’s Board of Directors resolved on May 23, 2005 to merge (simplified merger) with Lien Kang Heavy Industrial Co., Ltd, with the Company as the surviving company. The record date of the merger was set on August 30, 2005.

Every 2.5 common shares of Lien Kang Heavy Industrial Co., Ltd. were converted into 1 common share of the Company. The Company issued additional 4,859 thousand common shares for this merger. Rights and obligations of 3. Lien Kang Heavy Industrial Co., Ltd., incorporated on November 23, 1989, mainly engages in manufacturing, processing and trading of the various mechanical spare parts, as well as pipe installation and engineering design / manufacture / installation.

  1. The Company's steel pipe department, due to its business expansion, was separated from the Company, and was named as Shin Yang Steel Co. Ltd.. Relevant investment on this was approved by the Board of Directors on January 18th, 2011,and a total of 191 employees were transferred to Shin Yang Steel Co., Ltd.

  2. For main operation activities of the Company and its subsidiaries (hereinafter referred to as “the Group”), please refer to Note 4 (3) 2.

  3. These consolidated financial statements are presented in the Company’s functional currency, New Taiwan Dollars

  4. II. Approval Date and Procedure of Financial Statements

The consolidated financial statements were released on March 21, 2018, after being approved by the Board of

  • III. Application of New and Amended Standards and Interpretations

  • (I) Effects of adopting newly-announced and revised IFRSs standards endorsed by Financial Supervisory Commission (“FSC”) and the amended Regulations Governing the Preparation of Financial Reports by Securities Issuers:

The Group assessed the effects of adopting the aforementioned standards and interpretations and found no significant effects on the Group’s financial position and operating results, except those stated below:

168

  1. Amendment to IAS 36 “Recoverable Amount Disclosures for Non-financial Assets”

  2. Disclosure of the recoverable amount is not required when a cash-generating unit includes goodwill or intangible assets with indefinite useful lives that are not impaired; disclosure of the recoverable amount is required if the impaired value of an individual asset (including goodwill) or a cash-generating unit is significant in recognition or reversal, and, if such recoverable amount is based on fair value less cost of disposal, disclosure of its fair value hierarchy and the valuation technique(s) and key assumptions used to measure the fair value is also required. After assessment, the amendment will expand the disclosure scope of the impairment recognition or reversal of Group’s non-financial assets, please refer to Note 6 (4).

  3. Amendments to Regulations Governing the Preparation of Financial Reports by Securities Issuers: In accordance with the IFRSs endorsed and issued by FSC, the amendment adds disclosure requirements on various accounting items, impairment of non-financial assets, related party transactions, goodwill, as well as emphasizing certain requirements on recognition and measurement.

  4. According to the amendment, where the board chairman or president of another company or institution is the same person as the board chairman or president of the Group, or is the spouse or a relative within the second degree or closer of the board chairman or president of the issuer, a party, unless it can be established that no control or significant influence exists, shall be deemed to have a substantive related party relationship. Furthermore, where the transaction amount or balance of any single related party reaches 10% of the Group's transaction amount or balance of that type of transaction, the Group shall present individually the names and relationships of each such related party.

Besides, where the acquired company has significant differences between the expected benefits and the actual benefits after the acquisition, the information shall be disclosed.

When applying the aforementioned amendment retrospectively in 2017, disclosure is required on related party transaction and goodwill impairment. Please refer to Note 7.

  • (II) Effects of not yet applying the newly-announced and revised IFRSs endorsed by the FSC:

The following table summarizes the new, revised, amended standards and interpretations of IFRSs endorsed by FSC and are applicable in 2018.

and are applicable in 2018.
New, revised, amended standards and interpretations Effective Date Issued by
Amendment to IFRS2 “Classification and Measurement of Share-based Payment January 1, 2018
Amendment to IFRS4 “Applying IFRS 9 'Financial Instruments' With IFRS 4 Insurance January 1, 2018
IFRS9 “Financial Instruments” January 1, 2018
Amendments to IFRS 9 and IFRS 7 in "Mandatory Effective Date and Transition January 1, 2018
IFRS 15 "Revenue from Contracts with Customers" January 1, 2018
Amendments to IFRS 15 ‘Clarifications of IFRS 15’ January 1, 2018
Amendments to IAS 7 in "Disclosure Initiative" January 1, 2017
Amendments to IAS12 “Recognition of Deferred Tax Assets for Unrealized Losses” January 1, 2017
Amendments to IAS 40 “Transfers of Investment Property” January 1, 2018
Amendments to IFRIC22 “Foreign Currency Transactions and Advanced Consideration” January 1, 2018
"Annual Improvements to IFRSs 2014-2016 Cycle" (Note 2)

Note 1: The aforementioned new, revised or amended standards or interpretations are effective for annual periods beginning on or after the effective dates, unless stated otherwise.

Note 2: The amendment to IFRS 12 is applied retrospectively to annual periods beginning on and after January 1, 2017; the amendment to IAS 28 is applied retrospectively to annual periods beginning on and after January 1, 2018.

169

Except for the following, the application of the aforementioned new, amended, and revised standards and interpretations should not have any material impact on the Group's accounting policies:

  1. IFRS9 “Financial Instruments” and related amendments

  2. (1) Recognition and measurement of financial assets

Financial assets, originally were within the scope of IAS 39 "Financial Instruments: Recognition and Measurement", are subsequently measured at amortized cost or at fair value. IFRS 9 Requirements on Classification of Financial Assets Are Stated Below:

The Group's debt instruments, if of which the contractual cash flows come solely as payments on principles and as interests on the principle amount outstanding, are classified and measured as follows:

A. For financial assets, if they are held within a business model whose objective is to collect the contractual cash flows, they would be measured at amortized cost. Such financial assets are assessed for impairment continuously with impairment loss recognized in profit or loss, if any. Interest revenue is recognized in profit or loss by using the effective interest method;

B. For financial assets held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets, the financial assets are measured at fair value through other comprehensive income. Interest revenue of such financial assets is recognized in profit or loss by using the effective rate method. Impairment of such financial assets is continuously assessed, and the gains or losses of impairment, or gains or losses of exchange, shall be recognized in profit or loss, while changes in fair value are recognized in other comprehensive income. Upon derecognition or reclassification of this kind of financial assets, the accumulated fair value gains and losses originally recognized in other comprehensive income shall be reclassified from equity to profit or loss.

The Group's financial assets not belong to the above classifications are measured at fair value, and the gain or loss is to be recognized in profit or loss. However, the Group may choose to designate an equity investment that is not held for trading to be measured at fair value through other comprehensive income upon initial recognition. Gains or losses of such financial assets, except for dividend income which is recognized in profit or loss, are recognized in other comprehensive income. No subsequent assessment for impairment is required, and the cumulative gain or loss in fair value previously recognized in other comprehensive income cannot be reclassified from equity to profit or loss.

The Group and associates assessed both their financial assets held as of December 31, 2017 and the facts and circumstances on which date, and concluded that the categorization and measurement of the following financial assets would change after their application to IFRS 9.

(a) Investment on listed stocks, emerging stocks, and unquoted equity classified as available-for-sale financial assets are designated as per IFRS 9 as available-for-sale financial assets at fair value through profit or loss, of which any changes in fair value are accumulated in other equity, and are not reclassified into profit or loss upon disposal, but to be directly transferred to retained earnings. In addition, unquoted equity measured at cost is required by IFRS 9 to be measured at fair value.

(b) Investment classified as debt instrument investments with no active markets whose contractual cash flows were not solely payments of principal and interest on the principal amount outstanding upon initial recognition is required by IFRS 9 to be measured at FVTPL.

170

  • (2) Impairments of financial assets

IFRS 9 requires that impairment loss on financial assets is recognized by using the “Expected Credit Losses Model”. A loss allowance is required for financial assets measured at amortized cost, bond investments measured at FVTOCI, lease receivables, contract assets arising from IFRS 15 "Revenue from Contracts with Customer", written loan commitments and financial guarantee contracts. A loss allowance for the 12-month expected credit losses is required for a financial asset if its credit risk has not increased significantly since initial recognition. A loss allowance for full lifetime expected credit losses is required for a financial asset, provided its credit risk has increased significantly since initial recognition. However, a loss allowance for full lifetime expected credit losses is required for accounts receivable consisting no material financial component. Besides, for original credit-impaired financial assets, the Group takes into account the expected credit losses on initial recognition in calculating the credit-adjusted effective interest rate. The subsequent loss allowance is measured upon the cumulative expected credit loss.

After assessment, the Group thinks the simplified approach is applicable to accounts receivable, contract assets, and lease receivables, of which the loss allowance is measured at an amount equal to full lifetime expected credit losses. Before electing between the 12-month expected credit losses and full lifetime expected credit losses to measure the loss allowance of a debt instrument and a financial guarantee contract, the Group performs an assessment to determine whether the credit risks of such assets have increased significant since initial recognition.

The Group expects that application to Expected Credit Losses Model of IFRS 9 will result in an earlier recognition of loss allowance for financial assets. The Group does not restate the comparison information to 2017 when electing to apply IFRS 9 requirements respecting classification, measurement and impairment of financial assets. Cumulative effects of changes of first-time adoption is recognized on first-time adoption date. Any information regarding category changes and reconciliation as a result of application to IFRS 9 will also be disclosed

171

Retrospective application of IFRS 9 requirements respecting classification, measurement and impairment of financial assets does have some effects over assets, liabilities, and equity as of January 1, 2018, which are stated as follows:

as follows:
Effects on Assets,
Liabilities and Equity
Financial assets at fair
value through profit or loss
- current
Financial Assets at Fair
Value through Other
Comprehensive Income -
Financial assets at fair
value through profit or loss
- non-current
Available-for-sale financial
assets - non-current
Financial Assets Carried at
Cost - Non-current
Debt instrument
investments with no active
market - non-current
Investments accounted for
using equity method
Effects on Assets
Effects on Liabilities
Undistributed earnings
Other equity
Non-controlling interests
Effects on Equity
December 31, 2017:
Carrying Amount
$49,534
-
9,999
44,910
551,462
554,755
17,412,043
$18,622,703
$-
$2,366,597
(636,655)
1,794,170
$3,524,112
Adjustment to First-time
Adoption
$ -
662,990
585,957
(44,910)
(551,462)
(554,755)
(23,588)
$74,232
$-
$51,159
19,556
3,517
$74,232
January 1, 2018
Carrying Amount after
Adjustment
$49,534
662,990
595,956
-
-
-
17,388,455
$18,696,935
$-
$2,417,756
(617,099)
1,797,687
$3,598,344
  1. IFRS 15 "Revenue from Contracts with Customers"

IFRS 15, which sets up principles for recognizing revenue that apply to all contracts with customers, will supersede IAS 18 "Revenue" and IAS 11 "Construction Contracts" and other interpretations.

When applying IFRS 15, the Group recognizes revenue by applying the following steps:

(1) Identify the contract with the customer;

(2) Identify the performance obligations in the contract;

(3) Determine the transaction price;

(4) Allocate the transaction price to the performance obligations in contracts; and

(5) Recognize revenue upon satisfaction of performance obligations.

172

(1) A company’s obligation to transfer to customers the goods of which the consideration have been paid was presented as advance receipt on the balance sheet in the past reporting periods; however, IFRS 15 requires such obligation to be recognized as a contract liability.

(2) Costs are recognized as costs incurred to fulfill a contract (under other current assets) if they (a) are not applicable of IAS 2, IAS 16 “Property, Plant and Equipment, or IAS 38 “Intangible Assets”, and (b) generate resources that will be used to satisfy performance obligations in the future, and (c) are expected to be recovered. Prior to application of IFRS 15, service to be rendered was also deemed as inventory under IAS 2.

(3) Construction retainage withheld by customers in accordance with terms and conditions of a contract aims to assure that contractors satisfy their obligations. Such retainage has no significant financing component as determined by IFRS 15, and is recognized as a contract asset prior to satisfaction of contract obligations. Prior to application of IFRS15, construction retainage receivables were recognized as accounts receivable under IAS 39.

(4) Where there exists an onerous contract with customers, the Group as required will recognize either inventory impairment or provision for onerous contract. Prior to application of IFRS 15, expected losses of construction contracts were measured and adjusted to construction contract receivable (payable).

The effects of applying IFRS 15 retrospectively on assets, liabilities, and equity as of January 1, 2018 are stated as

Inventory
Accounts Receivable
Construction Contract
Contract Assets - Current
Total Current Assets
Effects on Assets
Construction Contract
Provision for Onerous
Provision - Current
Advance Receipt
Effects on Liabilities
Effects on Equity
December 31, 2017:
Carrying Amount
$9,993,445
3,271,493
367,652
-
-
$13,632,590
$14,331
-
-
1,888,764
$1,903,095
$-
Adjustment to First-time
($1,205)
(31,404)
(367,652)
404,926
1,205
$5,870
($14,331)
8,345
1,900,620
(1,888,764)
$5,870
$-
January 1, 2018, After
Carrying Amount

$9,992,240
3,240,089
-
404,926
1,205
$13,638,460
-
8,345
1,900,620
-
$1,908,965
$-

173

Aside from the aforesaid effects, as of the issuance date of this consolidated financial statement, the Group continuously assesses the effects of the amendments to other standards and interpretations. The result shall be disclosed when the assessment is completed.

(III) Effects of IFRSs issued by IASB but not yet endorsed by the FSC:

disclosed when the assessment is completed.
(III) Effects of IFRSs issued by IASB but not yet endorsed by the FSC:
New, revised, amended standards and interpretations Effective Date Issued by
Amendments to IFRS 9, "Prepayment Features with Negative Compensation" January 1, 2019 (Note 2)
Amendment to IFRS10 and IAS 28 “Sales or Contributions of Assets between Its
Associate/Joint Venture”
Not yet decided
IFRS 16 "Leases" January 1, 2019 (Note 3)
IFRS17 “Insurance Contracts” January 1, 2021
Long-term Interests in Associates and Joint Ventures (Amendments to IAS 28)' January 1, 2019
IFRIC 23 "Uncertainty over Income Tax Treatments" January 1, 2019
Annual Improvements to IFRSs 2015 - 2017 Cycle January 1, 2019

Note 1: The aforementioned new, revised or amended standards or interpretations are effective for annual periods beginning on or after the effective dates, unless stated otherwise.

Note 2: FSC permits companies to elect to an earlier application of such amendment beginning on or after January 1, Note 3: FSC promises to declare on December 19, 2017 that all enterprises within the territory of R.O.C. are applying

Except for the following, the application of the aforementioned new, amended, and revised standards and interpretations should not have any material impact on the Company's accounting policies:

  1. IFRS 16 "Leases" IFRS 16, which governs the accounting standards for leases, will supersede IAS 17 "Leases" and other relevant interpretations. When IFRS 16 is applicable and the Group as lessee, the Group shall recognize in the consolidated balance sheets the right-of -use assets and lease liabilities for all leases, except for low-value and short-term leases which shall be subject to accounting standards similar to "operating leases" in IAS 17. Consolidated Statements of Comprehensive Income The consolidated statements of comprehensive income shall state clearly and respectively the depreciation expense of the right-of-use assets, the interest expense accrued on the lease liability. The interest should be calculated using the effective rate method. On the consolidated statements of cash flows, cash payments for principle of lease liabilities shall be classified in financing activities, whereas cash payments for interest of lease liabilities shall be classified in operating activities. IFRS 16 is not expected to have any material impact on the accounting of the Group as a lessor.

  2. Upon the effectiveness of IFRS 15, the Group may elect to apply the Standard either retrospectively to each prior

  3. reporting period presented or retrospectively recognize the cumulative effect of initial application to this Standard

  4. IFRIC 23 "Uncertainty over Income Tax Treatments" Per IFRIC23 interpretation, when there is an uncertainty over income tax treatment, the Group shall assume that the taxation authorities shall examine all the relevant data acquired. If the Group concludes that it is probable that its tax treatment will be accepted by the taxation authorities, the Group has to determine taxable profit (tax loss), tax bases, unused tax losses, unused tax credits or tax rates consistently with the tax treatment included in its income tax filings. If it’s not probable that its income tax accounting treatment will be accepted by the taxation authorities, the Group shall use the most likely amount, or expected value to determine taxable profit (tax loss), tax bases, unused tax losses, unused tax credits or tax rates. Provided, however, that the decision should be based on which method provides better predictions of the resolution of the uncertainty. Whenever changes in facts or situation occur, the Group shall again access its judgement and estimates.

  5. The Group may elect to apply retrospectively IFRIC 23 without using hindsight, or to recognize the cumulative effects of applying IFRIC 23 retrospectively at the initial application date.

  6. Aside from the aforesaid effects, as of the issuance date of this consolidated financial statement, the Group continuously assesses the effects of the amendments to other standards and interpretations. The result shall be disclosed when the assessment is completed.

174

  • IV. Summary of Significant Accounting Policies

Accounting policies applied in preparing this consolidated financial statement are listed below.Unless otherwise stated, the policies shall be applicable to all reporting periods presented.

  • (I) Statement of Compliance

The consolidated financial statements are prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and the FSC endorsed scope of IFRSs [ consisting of International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC)].

  • (II) Preparation Basis

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

  • (1) Financial assets and liabilities measured at fair value through profit or loss (including derivatives).

  • (2) Available-for-sale financial assets measured at fair value.

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

  • (4) Defined benefit liability is derived from retirement plan assets less the present value of net defined benefit

  • Critical accounting estimates are required when preparing financial statements based on the IFRSs endorsed by FSC. When the Group adopts the accounting policies, the management is required to exercise judgments on highly judgmental or complex items or significant assumptions and estimates with regards to this consolidated financial reports. Please refer to Note 5 for details.

  • (III) Consolidated Basis

  • Preparation Principles for Consolidated Financial Statements:

  • (1) The Group includes all subsidiaries as entities in the consolidated financial statements.Subsidiaries refer to entities (including structured entities) controlled by the Group. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are included in the consolidated financial statements from the date on which the Group obtains control, and are excluded from the consolidated financial statements from the date when such control ceases.

(2) Transactions, balances and unrealized gains or losses between companies within the Group are

  • eliminated.Accounting policies of subsidiaries are adusted, when necessary, to remain consistent with those of the Group.

(3) The profit or loss and each component of other comprehensive income are attributed to the owners of the parent company and to the non-controlling interest. Total comprehensive income is also attributed to the owners of the parent company and non-controlling interest even if this results in the non-controlling interests having a

(4) A change in the ownership interest of a subsidiary without a lose of control (transactions with non-controlling interests) is accounted for as an equity transaction, i.e. transactions with owners in their capacity as owners. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity.

(5) When the Group loses control of a subsidiary, any investment retained in the former subsidiary should be remeasured at fair value and be regarded as the fair value on initial recognition of a financial asset or, when appropriate, as the cost on initial recognition of an investment in an associate or a joint venture. difference between fair value and carrying amount should be recognized in profit or loss. All amounts recognized in other comprehensive income in relation to that subsidiary should be accounted for on the same basis as would be required if the Group had directly disposed of the related assets or liabilities. Therefore, if a gain or loss previously recognized in other comprehensive income would be reclassified to profit or loss on the disposal of the related assets or liabilities, the Group reclassifies the gain or loss from equity to profit or loss when it loses control

175

  1. Subsidiaries that are consolidated into the consolidated financial statements:
Investor/subsidiary
Main businesses
1. Yieh Phui Enterprise Co., Ltd. (The Company)
GOOD HONOR
HOLDINGS LTD.
Investment
Shin Yang Steel Co.,
Ltd.
Steel products related
businesses
GOLDEN
DEVELOPMENTS
HOLDINGS LTD.
Investment
Yieh Phui (Hong Kong)
Holdings Limited
Investment
Yieh Hsing Enterprise
Co., Ltd.
Wire rods trading
Shin Phui Steel
Corporation
Trading of steel products
WORTHING HONOR
HOLDINGS LTD
Investment
Sin Bang Investment &
Development Co., Ltd.
Investment
HSING JUI
INVESTMENTS
Investment
Gen-Wan Technology
Corp.
Telecommunication
CHAMPION
LOGISTIC INC.
Investment
EMMT Systems
Corporation
Manufacturing and
marketing of military
specification printed circuit
boards
TYCOONS STEEL
INTERNATIONAL
CO., LTD.
Investment
Kuo Chang Enterprise
Co., Ltd.
Wholesaling of hardware
United Brightening
Development Corp.
Technical consultation for
steel products
manufacturing
Da Yao Engineering &
Consulting Co., Ltd.
Management service
Hong Yuh Assets
Management Co.,Ltd.
Management service
LIAN SO (H.K.) CO.,
LIMITED
Investment
Percentage of ownership or investment
December 31, 2017
December 31, 2016
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
56.43%
56.39%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
86.99%
86.99%
97.44%
97.44%
77.54%
77.54%
28.27%
28.27%
99.04%
54.04%
95.56%
79.50%
49.00%
49.00%
80.00%
67.27% (Note)
80.00%
80.00%

176

3. Hong Yuh Assets Management Co.,Ltd.

PT.E-UNITED FERRO
INDONESIA
Metal manufacturing
industry
100.00% 100.00%
PT. E-UNITED FERRO
INDONESIA
Metal manufacturing
industry
10.00% 10.00%
PT.GENBA INDO Nickle mining 75.00%
-
RESOURCES (Please refer to Note 4 (3)
2 (1) for details)
4. Gen-Wan Technology Corp.
Manufacturing and
EMMT Systems
Corporation
marketing of military
specification printed circuit
7.48% 7.41%
boards
5. Yieh Phui (Hong Kong) Holdings Limited
Production and sales of
Yieh Phui (China)
Technomaterial Co., Ltd.
pickled steel plates, cold
rolled steel coils,
galvanized steel coils, and
100.00% 100.00%
pre-painted steel coils
6. Yieh Phui (China) Technomaterial Co., Ltd.
Production and sale of
Tianjin Lianfa Precision
Steel Corporation
steel coil plates of high
class and special alloyed
100.00% 100.00%
steels
Changshou ChangHuei
Trading Co.
Trading of steel products 100.00% 100.00%
7. EMMT Systems Corporation
APPLIED WIRELESS
IDENTIFICATIONS RFID 91.47% 91.47%
GROUP, INC.
Groupco Technology RADIO 49.97% 49.97%

177

8. APPLIED WIRELESS IDENTIFICATIONS GROUP,INC.

AWID Asia Co., Ltd. Telecommunications
equipment wholesaling
100.00% 100.00%
9. AWID Asia Co., Ltd.
AWID Sanghai Co.,
Ltd.
Telecommunications
equipment wholesaling
100.00% 100.00%
AWID Changshou Co.,
Ltd.
Telecommunications
equipment wholesaling
100.00% 100.00%
(Please refer to Note 4 (3)
10. Shin Phui Steel Corporation
Groupco Technology RADIO 42.53% 42.53%
11. Yieh Hsing Enterprise Co., Ltd.
Great Emperor Hotel
CO., LTD.
Hotel industry 100.00% 100.00%
Leasing, sales, and
Kingsgarden
International CO., LTD.
development of residential
and commercial buildings,
100.00% 100.00%
department stores
12. Kingsgarden International CO., LTD.
Leasing, sales, and
Yi Hua International
Co., Ltd
development of residential
and commercial buildings,
70.00% 70.00%
department stores
13.CHAMPION LOGISTIC INC.
TYCOONS STEEL
INTERNATIONAL Investment 65.38% 38.46%
CO., LTD.
14.TYCOONS STEEL INTERNATIONAL CO., LTD.
GUANG LIAN STEEL
(VIETNAM) CO., LTD.
Steel products related
businesses
- 100.00%
(Please refer to Note 4 (3)
15. United Brightening Development Corp.
Chao Ying Investment
Development Co., Ltd.
Investment 100.00% 100.00%
TYCOONS STEEL
INTERNATIONAL Investment 0.58% 0.58%
CO., LTD.
Da Yao Engineering &
Consulting Co., Ltd.
Management service 1.00% 1.00%
CHAMPION
LOGISTIC INC.
Investment 2.56% 2.56%
16. LIAN SO(H.K)CO., LIMITED
PT. E-UNITED FERRO
INDONESIA
Metal manufacturing
industry
90.00% 90.00%
(Please refer to Note 4 (3)

178

  • (1) Increase and decrease in consolidated subsidiaries:

  • PT.GENBAINDORESOURCES was invested by Hong Yuh Assets Management Co.,Ltd. holding 75% shares of it, and was consolidated into the consolidated financial statements in August 2017. Please refer to Note (39) for details. In addition, GUANG LIAN STEEL (VIETNAM) CO., LTD. was liquidated and dissolved in October, 2017.

  • PT.YIEHFERROINDONESIA, which was newly established in June 2016 by the Group, was co-invested by Hong Yuh Assets Management Co.,Ltd. and LIANSO(H.K.)CO.,LIMITED, with their respective shareholding percentage of 10% and 90%.

AWID Changshou Co., Ltd. , which was newly established in September 2016, was invested by AWID Asia Co., Ltd., with its shareholding percentage of 100%.

(2) The afore-mentioned 2017 financial statements of PT.GENBA INDO RESOURCES and HSING JUI INVESTMENTS LIMITED, and the 2016 financial statements of AWID Sanghai Co., Ltd. , AWID Changshou Co., Ltd. , I-Hwa International Co., Ltd., LIAN SO(H.K.)CO., LIMITED、HSING JUI INVESTMENTS LIMITED、 PT.YIEH FERRO INDONESIA and WORTHING HONOR HOLDINGS LTD. are not audited by a CPA. Nevertheless, manage of the Company believes that the unaudited financial statements of such subsidiaries won’t have any significant influence on the Consolidated Financial Statements.

  1. Subsidiaries that are not consolidated into the consolidated financial statements: None.

  2. Different accounting and adjustments adopted by subsidiaries in the accounting period: None.

  3. Major restrictions:

Cash and bank deposits of NT$ 3,186,852 thousand are deposited in China and subject to the local foreign exchange control. Such foreign exchange control restricts fund remitting out from China (except for regular dividends).

  1. Securities issued by the parent company and held by subsidiaries : None.

  2. Information about subsidiaries with significant non-controlling interest: December 31, 2017

December 31, 2017
Name of Subsidiary
Yieh Hsing Enterprise Co., Ltd.
Others
Total
December 31, 2016:
Name of Subsidiary
Yieh Hsing Enterprise Co., Ltd.
United Brightening Development Corp.
Kuo Chang Enterprise Co., Ltd.
Others
Total
Share Holding %
43.57%
Share Holding %
43.61%
20.50%
45.96%
Non-controlling interests

$1,402,693
391,477
$1,794,170
Non-controlling interests

$1,488,824
395,137
587,217
235,150
$2,706,328

(1) Please refer to Table 10 and Table 11 in Note 13 for the main operation location and countries of registration of the subsidiaries listed above.

179

(2) Summary of the financial information are as follows:

A. Balance Sheets

Yieh Hsing Enterprise Co., Ltd. and its subsidiaries

Current Assets
Non-current Assets
Current Liabilities
Non-current Liabilities
Equity
December 31, 2017:
December 31, 2016:
$2,952,027
$2,109,591
15,128,734
13,488,475
4,373,322
2,608,034
10,487,369
9,574,703
$3,220,070
$3,415,329

December 31, 2017 None.

one.
Current Assets
Non-current Assets
Current Liabilities
Non-current Liabilities
Equity
December 31, 2016:
United Brightening
Development Corp.
Kuo Chang Enterprise Co.,
Ltd.
$7,595
$2,238
2,328,582
1,618,293
333,811
330,210
87,500
-
$1,914,866
$1,290,321

Yieh Hsing Enterprise Co., Ltd. and its subsidiaries

Dividends paid to non-controlling interest
Operating revenue
Net income
Other comprehensive income (net after tax)
Total comprehensive income (loss)
Total comprehensive income (loss) attributable to non-
controlling interests
2017
$7,993,007
($184,748)
(10,581)
($195,329)
($84,853)
$ -
2016
$7,272,512
($256,695)
(14,917)
($271,612)
($118,914)
$ -

2017: None.

2017: None.
Total comprehensive income (loss) attributable to non-
controlling interests
Dividends paid to non-controlling interest
Operating revenue
Net income
Other comprehensive income (net after tax)
Total comprehensive income (loss)
2016
United Brightening
Development Corp.
$ -
$34,692
(12,032)
$22,660
$8,614
$ -
Kuo Chang Enterprise Co.,
Ltd.
$ -
$33,696
(9,797)
$23,899
$5,170
$ -

18 ~~0~~

C. Statements of Cash Flows

Yieh Hsing Enterprise Co., Ltd. and its subsidiaries

Net cash provided by (used in) operating activities Net cash provided by (used in) investing activities Net cash provided by (used in) financing activities Net increase (decrease) in cash and cash equivalents Cash and cash equivalents, beginning of the period Cash and cash equivalents, end of the period

2017 2016
($899,913) $66,170
(1,860,737) (1,773,785)
2,551,535 1,693,864
($209,115) ($13,751)
492,625 506,376
$283,510 $492,625

2017: None.

Net cash provided by (used in) operating activities Net cash provided by (used in) investing activities Net cash provided by (used in) financing activities Net increase (decrease) in cash and cash equivalents Cash and cash equivalents, beginning of the period Cash and cash equivalents, end of the period

2016 2016
United Brightening Kuo Chang Enterprise Co.,
Development Corp. Ltd.
($12,314) ($9,462)
(57,339) 32,874
63,000 (23,500)
($6,653) ($88)
13,870 1,416
$7,217 $1,328

(IV) Foreign Currency Translation

  1. All items on the financial statements of each entity of the Group are measured at the currency of the principal economic environment in which the entity operates (i.e. functional currency). The Consolidated Financial Statements are presented and reported in the Company’s functional currency, New Taiwan Dollars (NT$).

  2. When preparing the standalone financial statements of each consolidated entity, any transactions that were traded in the currency other than such entity’s functional currency (i.e. foreign currency) are translated and recognized by using the exchange rate on the trading date. Monetary items denominated in foreign currencies are re-translated at the spot exchange rate on the closing date of the reporting period; any exchange differences arising therefrom are recognized in profit or loss in the period in which such re-translation occurs. Non-monetary items measured at fair value that are denominated in foreign currencies are translated at the rates prevailing at the date when the fair value was determined and exchange differences arising are included in profit or loss for the year. However, where the changes in fair value are recognized in other comprehensive income, any exchange component of that gain or loss is recognized in other comprehensive income. Non-monetary items measured at historical cost that are denominated in foreign currencies are recognized using the exchange rates as at the transaction date and are not retranslated.

  3. In preparing the Consolidated Financial Statements, assets and liabilities of foreign operations are translated into New Taiwan Dollars by using the spot exchange rate on the closing date of the reporting period; Income and expenses items of foreign operations are translated at the average exchange rates of that period; any exchange differences arising therefrom are recognized in other comprehensive income, and cumulated in “exchange differences on translation of foreign financial statements” under equity (and where adequate, allocated to Noncontrolling interests)

181

  • (V) Classification of current and non-current assets and liabilities

  • Steel Department and other Non-heavy industry departments:

  • (1) Assets that meet one of the following criteria are classified as current assets:

  • A. Assets that are expected to be realized, or are intended to be sold or consumed within the normal

  • B. Assets held primarily for trading purposes;

  • C. Assets that are expected to be realized within 12 months after the balance sheet date;

  • D. Cash and cash equivalents, excluding those that are restricted, or to be exchanged or used to settle liabilities at least twelve months after the balance sheet date. Otherwise they are classified as non-current assets.

  • (2) Liabilities that meet one of the following criteria are classified as current liabilities:

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

  • B. Assets held primarily for trading purposes;

  • C. Liabilities that are expected to be settled within 12 months after the balance sheet date;

  • D. Liabilities for which the repayment date cannot be extended unconditionally to more than 12 months after balance sheet date. Settlement by the issue of equity instruments based on transaction party's choice does not Otherwise they are classified as non-current liabilities.

  • Heavy Industry Department

The business cycle of the majority of our construction contracts is longer than12 months. As a result, assets and liabilities related to the construction contracts are classified as current or non-current assets and liabilities according to the business cycle.

  • (VI) Cash and Cash Equivalents

  • Cash and cash equivalents include cash on hand, bank deposits and shortterm, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value (including time deposits with terms equal to or less than three months).

  • (VII) Financial Instrument Financial assets and financial liabilities are recognized when the Group becomes a party to the contractual provisions of the instrument.

  • Financial assets and financial liabilities are recognized initially at fair value. Upon initial recognition, transaction costs that are directly attributable to the acquisition or issuance of the financial assets and financial liabilities (except for financial assets and financial liabilities at fair value through profit or loss) should be added to, or subtracted from the fair value of such financial assets and financial liabilities. Transaction costs that are directly attributable to financial assets at FVTPL or financial liabilities at FVTPL are recognized immediately in profit or loss.

  • (VIII) Available-for-sale financial assets measured at fair value.

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

  • (1) Hybrid (combined) contracts; or

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

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

182

  1. On a regular way purchase or sale basis, financial assets at FVTPL are recognized and derecognized using trade 3. Financial assets at FVTPL are initially recognized at fair value. Related transaction costs are recognized in profit or loss. Such financial assets are subsequently remeasured and stated at fair value, and any changes in the fair value of such financial assets are recognized in profit or loss. For equity instrument investments that do not have quoted prices in an active market or derivatives linked to those investments that do not have quoted prices in an active market and must be settled by delivery of such unquoted equity instruments, when their fair value cannot be reliably measured, the Group would classify them as "financial assets measured at cost - non-current ".

(IX) Loans and Receivables

  1. Accounts receivable- Net

Accounts receivables refer to trade receivables generated from goods sold or services rendered in the normal course of business. They are recognized at fair value upon initial recognition and subsequently measured at amortized cost using the effective interest method, less any impairment, except for short-term receivables on 2. Bond investments for which no active market exists

(1) Bond investments that do not have a quoted price in an active market, have fixed or determinable amount of payments, and meet all of the following conditions:

  • A. Not classified as at FVTPL.

  • B. Not designated as available-for-sale.

C. Not for which the holder may not recover substantially all of its initial investment, other than because of credit deterioration.

(2) On a regular way purchase or sale basis, bond investments with no active market are recognized using trade (3) Bond investments with no active market are initially measured at the sum of fair value as of the transaction date and transaction costs. They are subsequently measured at amortized cost using the effective interest method, less any impairment. Amortization of discounts or premium under the effective interest method is recognized in

  • (X) Available-for-sale Financial Assets

  • Available-for-sale financial assets are non-derivatives that are either designated in this category or not classified in any of the other categories

  • On a regular way purchase or sale basis, available-for-sale financial assets are recognized and de-recognized using trade date accounting.

  • Available-for-sale financial assets are initially recognized at fair value plus transaction costs. These financial assets are subsequently remeasured and stated at fair value, and any changes in the fair value of these financial assets are recognized in other comprehensive income. For equity instrument investments that do not have quoted prices in an active market or derivatives linked to those investments that do not have quoted prices in an active market and must be settled by delivery of such unquoted equity instruments, when their fair value cannot be reliably measured, the Group would classify them as "financial assets measured at cost ".

  • (XI) Impairments of Financial Assets

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

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

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

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

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

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

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

183

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

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

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

  1. When the Group assesses that there has been objective evidence of impairment and an impairment loss has occurred, accounting for impairment is made as follows in accordance with the category of financial assets:

  2. (1) Loans and Receivables

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

  • (2) Financial Assets Carried at Cost

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

  • (3) Available-for-sale Financial Assets

  • The amount of the impairment loss is measured as the difference between the asset’s acquisition cost (less any principal repayment and amortisation) and current fair value, less any impairment loss on that financial asset previously recognized in profit or loss, and is reclassified from “other comprehensive income” to “profit or loss”. If, in a subsequent period, the fair value of an investment in a debt instrument increases, and the increase can be related objectively to an event occurring after the impairment loss was recognized, such impairment loss is then reversed through profit or loss. Impairment loss of an investment in an equity instrument recognized in profit or loss shall not be reversed through profit or loss.

  • (XII) Derecognition of Financial Assets

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

    1. The contractual rights to receive cash flows from the financial asset expire
  • The contractual rights to receive cash flows from the financial asset have been transferred and the Company has transferred substantially all risks and rewards of ownership of the financial asset.

  • The company neither transfers nor retains substantially all the risks and rewards of the ownership of such financial asset, nor does it retain the control of such financial asset.

On derecognition of a financial asset in its entirety, the difference between the asset's carrying amount and the sum of the consideration received or receivable and the cumulative gain or loss that had been recognized in “other equity – unrealized gain/loss of available-for-sale financial assets” under other comprehensive income is recognized in profit or loss.

184

(XIII) Inventory

Inventories are stated at the lower of cost and net realizable value under the perpetual inventory system. Cost is determined using the weighted-average method. The costs of work in progress and finished goods include cost of raw materials, direct labor, other direct cost and a proportion of manufacturing overheads (based on normal operating capacity), excluding borrowing cost. The item by item approach is employed when evaluating the lower of costs and net realizable value. Net realizable value is the balance of estimated selling price in normal operating course less the estimated cost of completion and applicable variable selling expenses.

(XIV) Construction Contracts

  1. A construction contract is defined as a contract specifically negotiated for the construction of an asset in IAS 11 "Construction contracts".

When the outcome of a construction contract can be estimated reliably and it is probable that the contract is profitable, revenue is recognized based on the proportion of work completed using the percentage of completion method during the duration of the contract. Contract costs are recognized as an expense when incurred. The stage of completion is determined based on the proportion that contract costs incurred for work performed to the end of reporting date bear to the estimated total contract costs.

When it is probable that total contract costs will exceed total contract revenues, the expected loss shall be recognized as an expense immediately. If the outcome of a construction contract cannot be estimated reliably, revenue shall be recognized only to the extent of incurred contract costs that is probable to be recovered.

  1. Contract revenue shall comprise variations in contract work, claims and incentive payments to the extent that they are agreed on by the customer and are capable of being reliably measured. The Group should present the gross amount due from customers for contract work, i.e. when costs incurred plus recognized profits (less recognized losses) exceeds the progress billings, as an asset and recognize it as construction contract receivables. If the progress billings exceed the sum of costs incurred plus recognized profits (less recognized losses), the amount is presented as a liability and recognize it as construction contract receivables.

185

  • (XV) Investments Accounted for under the Equity Method/Associates

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

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

  • Unrealized gains on transactions between the Group and its associates are eliminated to the extent of the Group’s interest in the associates. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates are adjusted, when necessary, to remain consistent with those of the Group.

  • If the Group does not subscript to new shares issued by an associate in proportion to its shareholding percentage in the associate and results in a change in its investment percentage (while still maintains significant influence), the changes in net equity would be adjusted through “capital surplus” and “investments accounted for under the equity method”. If the Company's investment percentage in the associate is reduced, in addition to the above adjustments, the Company should also reclassify to profit or loss the proportion of the gain or loss which is previously recognized in other comprehensive income and relative to that reduction in ownership interest when such gain or loss would be reclassified to profit or loss on the disposal of the related assets or liabilities.

  • When the Group loses control of an associate, any retained investment in the former associate should be remeasured at fair value, and any difference between fair value and carrying amount should be recognized in profit or loss.

  • When the Group disposes its investment in an associate and loses significant influence over this associate, the accounting treatment for amounts previously recognized in other comprehensive income in relation to the associate are the same as the one required if the relevant assets or liabilities were directly disposed of. That is, if gain/loss previously recognized in other comprehensive income will be reclassified to profit or loss upon disposal of relevant assets or liabilities, such gain/loss will be reclassified from equity to profit or loss when the Group loses significant influence over the associate. If it still retains significant influence over this associate, then the amounts previously recognized in other comprehensive income in relation to the associate are reclassified to profit or loss proportionately in accordance with the aforementioned approach.

  • If the Group loses significant influence over an associate upon disposal of such associate, the amounts previously recognized as capital surplus in relation to the associate are transferred to profit or loss. If it retains significant influence over this associate, the amounts previously recognized as capital surplus in relation to the associate are transferred to profit or loss proportionately.

186

(XVI) Property, Plant and Equipment

  1. Property, plant and equipment are initially recorded at cost. Borrowing costs incurred during the construction period are capitalized.

  2. Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognized.All other repairs and maintenance are recognized in profit or loss when incurred.

  3. Land is not depreciated.Other property, plant and equipment apply cost model and are depreciated using the straight-line method to allocate their cost over their estimated useful lives. The Group reviews each assets' residual values, useful lives and depreciation methods at the end of each financial year. If expectations for the assets' residual values and useful lives differ from previous estimates or the patterns of consumption of the assets' future economic benefits embodied in the assets have changed significantly, any change is accounted for as a change in estimate under IAS 8 “Accounting Policies, Changes in Accounting Estimates and Errors” from the date of the change. The estimated useful lives of property, plant and equipment are as follows:

Buildings
Main building for plants 15 ~ 56 years
The Office Main Buildings 40 ~ 55 years
Other Accessory Equipments 5 ~ 35 years
Machinery and equipment 2 ~ 36 years
Other equipment 2 ~ 20 years
  1. Property, plant and equipment is derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset is the difference between proceeds from disposal and carrying amount of the asset, and is recognized in profit or loss.

187

(XVII) Revenue from Government Grants

Government grants are recognized at their fair value only when there is reasonable assurance that the Group will comply with any conditions attached to the grants and the grants will be received. Government grants to compensate the Group’s expense are recognized as profit or loss on a systematic basis when the expense occurs. Government grants related to property, plant and equipment (PP&E) are and are amortized to profit or loss over the estimated useful lives of the related assets using the straight-line method.

(XVIII) Leased Assets / Lessee

  1. Based on the conditions of the contract, a lease that transfers substantially all the risks and rewards incidental to ownership of an asset to the Group is classified as a finance lease.

(1) At the commencement of the lease term, a lease should be recognized as assets and liabilities at the lower of the fair value of the leased property or the present value of the minimum lease payments.

(2) In subsequent measurement, minimum lease payments is apportioned between the finance cost and the reduction of the outstanding liability. The finance cost is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability.

(3) Property, plant and equipment acquired through a finance lease is depreciated over its useful life. If there is no reasonable certainty that the Group will obtain ownership by the end of the lease term, the asset shall be depreciated over the shorter of the lease term and its useful life.

  1. Operating leases are leases other than finance leases.For operating leases, lease payments (excluding incentives from the lessor) are recognized as an expense on a straight-line basis during the lease term.

(XIX) Investment Property

Investment property is property held to earn rentals or for capital appreciation or both (including property under construction for such purpose). Investment property also includes land held for a currently undetermined future use.

An investment property is measured initially at its cost (including transaction cost) and subsequently measured at cost less accumulated depreciation and impairment loss. The Group applies the straight-line method for depreciation.

Investment property under construction is recognized at cost less accumulated impairment loss. Costs include professional service fee and borrowing costs that meet the conditions for capitalization. Depreciation on those assets begins when they reach their estimated useful conditions.

Gain or loss arising from the derecognition of an investment property, i.e. the difference between proceeds from disposal and the carrying amount of the asset, is recognized in profit or loss for the year.

188

(XX) Intangible Assets

Any separately acquired intangible assets with finite useful lives are carried at cost less accumulated amortization and accumulated impairment losses. Amortization is recognized using the straight-line method over the following estimated useful lives: software and system design costs - 2 to 5 years; patent - depends on its economic benefits or term of contract. Methods for estimating useful lives and amortization are examined by the end of the reporting period, and any changes in estimates arising therefrom are applied prospectively.

An intangible asset is derecognized upon disposal or when no future economic benefits are expected to arise from either disposal or the continued use of the asset. Gain or loss arising from the derecognition of an intangible asset are the differences between proceeds from disposal and the carrying amount of the asset, and are recognized in profit or loss for the year.

(XXI) Impairments of Non-Financial Assets

The Group assesses at each balance sheet date the recoverable amounts of those assets where there is an indication that they are impaired. An impairment loss is recognized when the asset's carrying amount exceeds its recoverable amount. The recoverable amount of an asset is the greater of its 'fair value less costs to sell' and its 'value in use'. When the circumstances or reasons for recognizing impairment loss for an asset in prior years no longer exist, the impairment loss shall be reversed to the extent of the loss previously recognized in profit or loss.

(XXII) Financial Liabilities measured at FVTPL

  1. Financial liabilities at FVTPL refer to financial liabilities held for trading or financial liabilities designated upon initial recognition at fair value through profit or loss. Financial liabilities are classified in this category of held for trading if acquired principally for the purpose of repurchasing in the short-term. Derivatives are also categorized as financial liabilities held for trading unless they are designated as hedging instruments pursuant to hedge accounting. Financial liabilities that meet one of the following criteria are designated as at FVTPL on initial recognition:

  2. (1) Hybrid (combined) contracts; or

  3. (2) They eliminate or significantly reduce a measurement or recognition inconsistency; or

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

  1. Financial liabilities at FVTPL are initially recognized at fair value. Related transaction costs are recognized in profit or loss. Such costs are subsequently remeasured, and any changes in the fair value are recognized in profit or loss.

  2. Changes in fair value of financial liabilities designated as at FVTPL are split into the amount attributable to changes in credit risks of such liabilities, which is presented in other comprehensive income and are not transferred to profit or loss thereafter, and the remaining amount which is presented in profit or loss. Gains and losses of such liabilities are fully recognized in profit or loss only if the aforementioned accounting treatment would create or enlarge an accounting mismatch in profit or loss.

189

(XXIII) Provision

Provisions (including warranty, onerous contracts, and estimates on short-term employee benefits and sales returns and allowances) are recognized when the Company has a present legal or constructive obligation as a result of past events, and it is probable that an outflow of economic resources will be required to settle the obligation and the amount of the obligation can be reliably estimated. Provisions are measured at the best estimate of the expenditure required to settle the present obligation at the balance sheet date. The discount rate used is a pre-tax discount rate which reflects current market assessments of the time value of money and the risks specific to the liability. The discounted amortization amount is recognized as interest expense. Provisions are not recognized for future operating losses.

  • (XXIV) Employee Benefits

  • Short-term employee benefits

Short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid and should be recognized as expenses in the period when the employees render service.

  1. Pensions

  2. (1) Defined contribution plan

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

  • (2) Defined benefit plans

A. Net obligation under a defined benefit plan is defined as the present value of pension benefits that employees will receive on retirement for their services with the Company in current period or prior periods. The amount recognized is the present value of the defined benefit obligation at the balance sheet date less the fair value of plan assets. The defined benefit net obligation is calculated annually by independent actuaries using the projected unit credit method. The discount rate employed is the market yieds on government bonds (at the balance sheet date) of a currency and term consistent with the currency and term of the defined benefit

B. The remeasured amount of defined benefit plans is recognized in other comprehensive income as it arises and presented in retained earnings.

C. Expenses associated with past service costs are recognized immediately in profit or loss.

  1. Compensation to employees and remuneration to directors and supervisors

Compensation to employees and remuneration to directors and supervisors are recognized as expenses and liabilities, provided that such recognition is required under legal or constructive obligations and those amounts can be reliably estimated. If the accrued amounts are different from the actual distributed amounts resolved by the shareholders subsequently, the differences should be accounted for as changes in accounting estimates.

4. Termination benefits

Termination benefits are employee benefits provided in exchange for the termination of employment as a result from either the Company’s decision to terminate an employee's employment before the normal retirement date, or an employee's decision to accept an offer of redundancy benefits in exchange for the termination of employment. The Group recognizes expenses at the earlier of when it can no longer withdraw the termination contracts or when it recognizes relevant restructuring costs. Benefits due more than 12 months after balance sheet date are discounted to their present value.

190

(XXV) Financial Liabilities and Equity Instruments

1. Classification of financial liabilities and equity instruments

The Group classifies its issuance of debts and financial instruments as financial liabilities or equity in accordance with the definition of financial liabilities and equity instruments, as well as the contractual substance.

2. Equity instruments

Equity instruments refer to any contracts containing an entity’s residual interest after subtracting liabilities from assets. Equity instruments issued by the Group is recognized as the net of proceeds less direct issuance costs.

3. Financial Liabilities

Financial liabilities that are not held for trading and are not designated as at FVTPL are accounted for at amortized costs at the end of subsequent accounting periods.

  1. Derecognition of financial liabilities

The Group will derecognize a financial liability only when the obligation under the obligation is discharged, cancelled or expired When a financial liability is derecognized, the difference between the carrying value of financial liability derecognized and the consideration paid or payable (including any non-cash asset transferred or liability assumed) should be recorded into profits or losses of the current period.

  1. Bonds payable

Overseas secured bonds issued by the Group are initially carried at the amount of fair value less transaction costs. Any differences between the carrying amount and the maturity value are recognized as premiums (discounts) on bonds payable, and listed as an addition (deduction) to bonds payable. Subsequently,such bonds payable is recognized in profit or loss at amortized cost using the effective interest method during the life of the bond as an adjustment to “Finance Cost”, expect for immaterial amounts.

(XXVI) Capital

Common shares are classified as equity.Incremental cost that can be attributed directly to the issuance of new shares or warrants is recognized as a deduction to proceeds under equity.

(XXVII) Share-based payment

  1. For the equity-settled share-based payment arrangements, the employee services received are measured at the fair value of the equity instruments granted at the grant date, and are recognized as compensation cost over the vesting period, with a corresponding adjustment to equity. The fair value of the equity instruments granted shall reflect the impact of market vesting conditions and non-market vesting conditions. Compensation cost is subject to adjustment based on the service conditions that are expected to be satisfied and the estimates of the number of equity instruments that are expected to vest under the non-market vesting conditions at each balance sheet date. Ultimately, the amount of compensation cost recognized is based on the number of equity instruments that eventually vest.

  2. For the cash-settled share-based payment arrangements, the fair value of liabilities assumed are recognized as compensation cost and liabilities over the vesting period and measured as the fair value of equity instruments granted on each balance sheet and settlement dates. Changes are recognized in profit or loss.

191

(XXVIII) Income Tax

  1. Income tax expense includes current income tax and deferred income tax.Tax is recognized in profit or loss, except to the extent that it relates to items recognized in other comprehensive income or items recognized directly in equity, in which cases the tax is recognized in other comprehensive income or equity.

  2. The current income tax expense is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the Group operates and generates taxable income. Management periodically evaluates positions taken in tax returns in accordance with applicable tax regulations. It establishes provisions where appropriate based on the amounts expected to be paid to the tax authorities. An additional 10% tax is levied on the unappropriated retained earnings and is recorded as income tax expense in the year the shareholders resolve to retain the earnings.

  3. Deferred income tax adopts the balance sheet approach. It is recognized as a temporary difference between the tax bases of assets and liabilities and their carrying amounts in the consolidated balance sheet at the reporting date. However, the deferred income tax is not accounted for if it arises from initial recognition of goodwill or of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is provided on temporary differences arising on investments in subsidiaries, except where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realized or the deferred income

  4. Deferred income tax assets are recognized only to the extent that it is probable that future taxable profit will be available against which the temporary differences, unused tax losses and unused income tax credits can be utilized. At each balance sheet date, unrecognized and recognized deferred income tax assets are reassessed.

  5. Current income tax assets and liabilities are offset when there is a legally enforceable right to offset the recognized amounts and there is an intention to settle on a net basis or realize the asset and settle the liability simultaneously. Deferred income tax assets and liabilities are offset when the entity has the legally enforceable right to offset current tax assets against current tax liabilities and they are levied by the same taxation authority on either the same entity or different entities that intend to settle on a net basis or realize the asset and settle the liability simultaneously.

  6. Tax incentives from acquisitions of equipment or technology, research and development expenditures, employees' training costs and equity investments are recognized in the form of tax credits.

192

(XXIX) Revenue Recognition

1. Sales of goods

(1) The Group engages in the manufacture and selling of rolled steel coils, refined steel, steel pipes, electronic materials, etc. Revenue is the fair value of consideration received or receivable for goods sold to external customers during the ordinary course of business, presented as the net of netting sales returns, rebates and discounts. Revenue is recognized when the following conditions are met:

  • (A) Significant risks and rewards related to the ownership of goods are transferred to the customers.

(B) The Group no longer participates in management of the product nor maintains effective control.

  • (C) Revenue amount can be reliably measured.

(D) Future economic benefits related to the transaction are highly possible to be obtained by the Group.

(E) The occurred or to be occurring transaction costs can be reliably measured. When supplying material for processing, the significant risks and rewards of ownership of the processed goods have not transferred. Thus, it is not treated as sales of goods.

(2) The Group offers customers volume discounts and right of return for defective products. The Group estimates such discounts and returns based on historical experience. Provisions for such liabilities are recorded when the sales are recognized.

  1. Revenue from services, technical services, leases, dividends and interests

(1) The sales of service occurs from services rendered in accordance with contracts and is recognized as revenue by reference to the stage of completion of the contract activity. If a specific task is far more important than the rest, the recognition of revenue should be delayed until that specific task is completed.

(2) Revenue of technical service rendered is recognized in accordance with contracts when it is probable that the economic benefits associated with the transaction will flow to the Group and the amount of revenue can be measured reliably.

(3) The rental revenue shall be recognized as revenue in the duration of the lease based on straight-line method.

(4) Dividend revenue from investments is recognized when the rights of shareholders to receive payment are established, provided that the economic profits arising from such transaction are highly probable to flow to the Group and the amount of such benefits can be reliably measured.

(5) Interest revenue is recognized based on outstanding principal and applicable effective interest according to passage of time on an accrual basis.

  1. Construction Contracts

Please refer to Note 4(XIV) for details on the recognition of revenue from construction contracts.

(XXX) Borrowing Costs

Borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset are capitalized as part of the cost of the respective assets until the asset is ready for its intended use or sale. Income earned on the temporary investment of the borrowing specifically for the capital expenditure of a qualifying asset is deducted from borrowing cost that meets the capitalization condition. Except for the above, other borrowing costs are recognized as an expense.

193

  • V. The Primary Sources of Uncertainties in Major Accounting Judgments, Estimates, and Assumptions

Major accounting judgments, estimates, and assumptions adopted in applying the Group’s accounting policies for the preparation of these Consolidated Financial Statements are as follows:

(I) Major judgments

  1. Financial assets - impairment of equity investments

Pursuant to IAS 39, major judgments from the Group are required in determining whether a financial asset - equity investment is impaired. The Group evaluates, among other factors, the duration and extent to which the fair value of an equity investment is less than its cost and the financial health of and short-term business outlook for the investee, including factors such as industry and sector performance, changes in technology and operational and financing cash flow.

  1. Financial Assets Carried at Cost

Equity instruments held by the Group with no public quotes from active markets, when recently accessible information is not sufficient to determine their fair value and thus their value cannot be reliably measured, are classified as "financial assets measured at cost"

3. Revenue Recognition

The determination of whether the Group is acting as principal or agent in a transaction is based on an evaluation of the Group’s exposure to the significant risks and rewards associated with the sale of goods in accordance with the business model and substance of the transaction. When the Company is exposed to significant risks and rewards associated with sale of products or provision of services, it is acting as a principal and the revenue is recognized as the gross amount of economic benefit receivable or received. If the Company is acting as an agent, revenue recognized equals to the net amount of transaction. The Group engages mainly in the manufacturing and selling of rolled steel coil, refined steel, steel pipes and related electronic products. As it meets the following criteria, gross amounts are recognized as revenue.

  • (1) The Company is primarily responsible for providing of goods or services

  • (2) The Company assumes inventory risk.

  • (3) The Company assumes customer credit risk.

  • (II) Critical accounting estimates and assumptions

1. Revenue Recognition

Revenue from sales of goods is principally recognized when the profits are already collected.Provisions for relevant returns and allowances are estimated based on historical experience and other known factors and recognized as a deduction item to revenue in the period when goods are sold. The Group regularly review the reasonability of such estimates. As of December 31, 2017, provisions for sales return and allowance were NT$ 20,663 thousand.

  1. Impairment assessment of tangible and intangible assets The Group assesses impairment based on its subjective judgment and determines the separate cash flows of a specific group of assets, useful lives of assets and the future possible income and expenses arising from the assets depending on how assets are utilized and their industrial characteristics. Any changes in economic circumstances or in the estimates due to the Company’s strategy might cause material impairment on assets in the future. For the year ended December 31, 2017, the Company recognized impairment loss of NT$ 13,534

194

  1. Impairment assessment of investments accounted for using equity method

When there is an indication that an investment accounted for using equity method may be impaired and its carrying amount cannot be recovered, the Group would immediately conduct impairment assessment on the asset. The Group evaluates recoverable amount based on the discounted expected future cash flows or cash dividends from the investees and the discounted future cash flows from disposal of the investment. It also analyses the reasonability of relevant assumptions. For the year ended December 31, 2017, the Group recognized impairment loss of NT$ 0 thousand.

  1. Realizability of deferred income tax assets

Deferred income tax assets are recognized only to the extent that it is probable that future taxable income will be available against which the deductible temporary differences can be utilized. Assessment of the realizability of deferred income tax assets involves critical accounting judgements and estimates of the management, including the assumptions of expected future sales revenue growth rate and profit rate, tax exempt duration, available tax credits, tax planning, etc. Any changes in global economic environment, industrial environment, and laws and regulations might cause material adjustments to deferred income tax assets. As of December 31, 2017, the Group recognized deferred income tax assets of NT$ 609,736 thousand.

  1. Evaluation of inventories

As inventories are stated at the lower of cost and net realizable value, the Group must determine the net realizable value of inventories on balance sheet date using judgment and estimates. The Company evaluates the amounts of normal inventory consumption, obsolete inventories or inventories without market selling value on balance sheet date, and writes down the cost of inventories to the net realizable value. As of December 31, 2017, the carrying amount of inventories was NT$ 9,993,445 thousand (less the provision for obsolete inventory and inventory valuation losses of NT$ 360,424 thousand ).

  1. Calculation of net defined benefit liabilities

In calculating the present value of defined benefit obligations, the Group must exercise judgments and estimates in determining relevant actuarial assumptions, including the discount rate and future growth rate for salary, on the balance sheet date. Any changes in the actuarial assumptions may have caused material impacts on the Group’s defined benefit obligations. As of December 31, 2017, the carrying amount of the Group’s net defined benefit liabilities was NT$ 940,445 thousand.

  1. Financial assets – fair value assessment on unlisted stocks with no active markets

Unlisted stocks with no active markets held by the Group are carried at cost net of impairment losses as at the balance sheet date. As the range of reasonable estimates on fair value is significant and various probabilities cannot be reasonably assessed, management of the Group deems the fair value cannot be measured reliably.

195

VI. Descriptions for Major Accounting Subjects

  • (I) Cash and Cash Equivalents
Total
Item
Cash
Checking deposits
Demand deposits
Cash equivalents
Time deposits within three months
December 31, 2017:
December 31, 2016:
$6,554
$4,094
719,557
694,268
5,400,514
5,589,597
1,577,800
1,845,222
$7,704,425
$8,133,181

No cash or its equivalent was pledged as collateral by the Group.

(II) Financial Assets and Liabilities measured at fair value through profit or loss

Derivative financial liabilities – current
Cross currency swaps
Derivative financial assets – current
Currency swaps
Cross currency swaps
Total
Non-derivative financial assets – non-current
Financial bonds
Item
Non-derivative financial assets - current
Bond funds
Listed stocks
Assets:
Liabilities:
December 31, 2017:
$49,534
-
-
-
$49,534
$9,999
$21,033
December 31, 2016:
$102,371
1,424
7,687
8,386
$119,868
$9,999
$ -

196

  1. The Group’s net income (loss) recognized in the period from January to March, 2017 and 2016 were NT$ (35,418) thousand and NT$ 12,433 thousand, respectively.

  2. No financial asset at fair value through profit or loss was pledged by The Group as collateral.

  3. The Group enters exchange rate swap contracts and interest and currency swap contracts with banks to hedge exchange rate risk of assets and liabilities denominated in foreign currencies. However, as The Group does not plan on adopting hedge accounting, those contracts are accounted for as financial instruments at fair value through profit or loss, of which the changes in fair value are recognized in profit or loss upon initial recognition. Outstanding contracts are as follows:

  4. (A) Currency swaps

December 31, 2017: None

December 31, 2016:

Nominal Principal (In
thousands)
USD 3,000
USD 2,000
Due Date
Swap Rate
2017. 3.21
USD/RMB 6.5
2017. 5. 8
USD/RMB 6.497

(B) Cross Currency Swaps

Amount (Thousands of
NTD)
Due Date
USD 6,000
2018. 3.26
USD 3,000
2018. 3.29
USD 2,000
2018. 3. 5
USD 3,000
2018. 3. 5
USD 5,000
2018. 3. 5
USD 3,000
2018. 8.17
Amount (Thousands of
NTD)
Due Date
USD 10,000
2017.10.18
USD 5,000
2017.10.18
December 31, 2017:
December 31, 2016:
Swap Rate
Collected/Paid Interest
Rate
USD/NTD 29.28
2.69464%/1.17%
USD/RMB 6.8770 (Note
1)
(Note 8) /6.40%
USD/RMB 6.8920 (Note
2)
(Note 9) /6.25%
USD/RMB 6.8335 (Note
3)
(Note 9) /6.54%
USD/RMB 6.8040 (Note
4)
(Note 9) /6.43%
USD/RMB 6.4750 (Note
5)
(Note10) /6.78%
Swap Rate
Collected/Paid Interest
Rate
USD/RMB 6.77 (Note 6)
(Note 8) /5.25%
USD/RMB 6.891 (Note 7)
(Note 8) /5.15%

197

Note 1: If on the fixing date the fixing rate between USD/RMB <7.20, on the maturity date the Company will collect USD 3,000 thousand and the bank will collect RMB 20,631 thousand.

If on the fixing date the fixing rate between USD/RMB >7.20, on the maturity date the Company will collect USD 3,000 thousand and the bank will collect RMB (3,000 thousand*(fixing rate-0.323)) dollars. The two parties will conduct a balance settlement.

Note 2: If on the fixing date the fixing rate between USD/RMB <7.10, on the maturity date the Company will collect USD 2,000 thousand and the bank will collect RMB 13,784 thousand.

If on the fixing date the fixing rate between USD/RMB >7.10, on the maturity date the Company will collect USD 2,000 thousand and the bank will collect RMB (2,000 thousand*(fixing rate-0.208)) dollars. The two parties will conduct a balance settlement.

Note 3: If on the fixing date the fixing rate between USD/RMB <7.00, on the maturity date the Company will collect USD 3,000 thousand and the bank will collect RMB 20,501 thousand.

If on the fixing date the fixing rate between USD/RMB >7.00, on the maturity date the Company will collect USD 3,000 thousand and the bank will collect RMB (3,000 thousand*(fixing rate-0.1665)) dollars. The two parties will conduct a balance settlement.

Note 4: If on the fixing date the fixing rate between USD/RMB <6.95, on the maturity date the Company will collect USD 5,000 thousand and the bank will collect RMB 34,020 thousand.

If on the fixing date the fixing rate between USD/RMB >6.95, on the maturity date the Company will collect USD 5,000 thousand and the bank will collect RMB (5,000 thousand*(fixing rate-0.146)) dollars. The two parties will conduct a balance settlement.

Note 5: If on the fixing date the fixing rate between USD/RMB <6.74, on the maturity date the Company will collect USD 3,000 thousand and the bank will collect RMB 19,425 thousand.

If on the fixing date the fixing rate between USD/RMB >6.74, on the maturity date the Company will collect USD 3,000 thousand and the bank will collect RMB (3,000 thousand*(fixing rate-0.265)) dollars. The two parties will conduct a balance settlement.

Note 6: If on the fixing date the fixing rate between USD/RMB <7.20, on the maturity date the Company will collect USD 10,000 thousand and the bank will collect RMB 67,700 thousand.

If on the fixing date the fixing rate between USD/RMB >7.20, on the maturity date the Company will collect USD 10,000 thousand and the bank will collect RMB (10,000 thousand*(fixing rate-0.43)) dollars. The two parties will conduct a balance settlement.

Note 7: If on the fixing date the fixing rate between USD/RMB <7.20, on the maturity date the Company will collect USD 5,000 thousand and the bank will collect RMB 34,455 thousand.

If on the fixing date the fixing rate between USD/RMB >7.20, on the maturity date the Company will collect USD 5,000 thousand and the bank will collect RMB (5,000 thousand*(fixing rate-0.309)) dollars. The two parties will conduct a balance settlement.

Note 8: 3 month period ((USD-LIBOR-BBA)+3.20%

Note 9: 3 month period ((USD-LIBOR-BBA)+3.35%

Note 10: 3 month period ((USD-LIBOR-BBA)+ 4.15%

198

(III) Notes receivable - net
Item
Notes receivables
Less: Changes in allowance for doubtful accounts:
Notes receivable - net
December31,2017:
$1,390,005
(89)
$1,389,916
December31,2016:
$730,556
(4)
$730,552
  1. As of December 31, 2017 and 2016, no notes receivable was pledged as collateral by the Group.

  2. Please refer to Note 7 (3) 3 for related party transactions.

(IV) Accounts receivable- Net
Item
Accounts receivable
Less: Changes in allowance for doubtful accounts:
Accounts receivable- Net
December 31,2017:
$2,517,515
(5,930)
$2,511,585
December 31,2016:
$2,177,865
(6,283)
$2,171,582
  1. The Group’s accounts receivables that are not overdue nor impaired all meet the credit standards stipulated based on the counter-parties' industrial characteristics, operation scale and profitability. The average collection period for Carbon Steel Department and is 30 to 60 days, 7~26 days for the sale of steel products, and 60~90 days for other departments. The collection period for Engineering Department is based on contracts.

  2. The Group does not have significant overdue accounts receivables or notes receivables that are not impaired.

  3. Changes in allowance for doubtful accounts: (Including notes receivables, accounts receivables and accounts receivables - related parties)

Item
Beginning balance
Provision of impairment
loss
Reversal of impairment
loss
Write-off of uncollectible
accounts
Effects of differences
arising from foreign
exchange
Ending balance
2017
Impairment loss by
individual assessment
$ -
4,659
-
-
-
$4,659
Impairment loss by group
assessment
$6,885
-
(4,833)
-
322
$2,374
Total
$6,885
4,659
(4,833)
-
322
$7,033
Item
Beginning balance
Provision of impairment
loss
Reversal of impairment
loss
Write-off of uncollectible
accounts
Effects of differences
arising from foreign
exchange
Ending balance
2016
Impairment loss by
individual assessment
$ -
-
-
-
-
$-
Impairment loss by group
assessment
$6,963
-
-
(64)
(14)
$6,885
Total
$6,963
-
-
(64)
(14)
$6,885

199

As of December 31, 2017 and 2016, the recognized bad debt allowance in determined impaired accounts receivable were NT$ 4,659 thousand and NT$ 0 thousand respectively. The recognized impairment loss is the difference between the carrying amount of accounts receivable and the present value of expected liquidation. Aging analysis of impaired accounts receivable is stated as follows:

Not past due
0~30 days past due
31~180 days past due
181~365 days past due
Over 1 year past due
Total
December 31, 2017:
December 31, 2016:
$ -
$ -
-
-
-
-
4,659
-
$4,659
$ -

4. For the information about accounts receivable pledged as collateral, please see Note 8 for details

(V) Construction contract receivable (payable)

(V) Construction contract receivable (payable)
Net assets and liabilities of undergoing contracts listed as:
Construction contract receivables – non-related parties
Construction contract receivables – related parties
Construction contract payables – non-related parties
Item
Total costs incurred and profits recognized
Less: Allowance for price decline
Less: Construction progress payment
December 31, 2017:
$3,376,030
(8,345)
(3,014,364)
$353,321
$175,452
192,200
(14,331)
$353,321
December 31, 2016:
$2,566,305
(3,752)
(1,946,432)
$616,121
$301,108
344,415
(29,402)
$616,121

(VI) Other receivables

20
Item
Less: Deferred gain from disposal of land
Bad debt provision
Net
Proceeds receivable from disposal of land
Purchase allowance receivable
Interest receivable
Insurance claims receivables
Others
Total
Business tax refundable
~~0~~
December 31, 2017:
$168,285
46,072
45,036
4,481
14,427
18,803
$297,104
(19,399)
-
$277,705
December 31, 2016:
$96,602
46,072
97,612
224
17,480
17,783
$275,773
(19,399)
-
$256,374
  1. “Proceeds receivable from disposal of land” refers to the 30% land price arising from the disposal to related parties of 67 pieces of land reserved for the public infrastructure located in Dagang section, Sanmin District, Kaohsiung City in September, 2013. The 30% land price had been collected and the ownership of the said land had been transferred in July 2013, resulting in gain from disposal of NT$ 19,399 thousand. Since the rest portion of the land price had not been collected because the construction permits had not been obtained by the related parties who were obliged to pay the consideration for the land, such gain from disposal was recognized as “deferred gain from disposal of land” (listed as a deduction to other accounts receivables).

  2. Insurance claims receivables are amounts to be claimed from the insurance company for the estimated loss of typhoon (flood). Please refer to Note 12 (7).

  3. Please refer to Note 7 (3) 3 for related party transactions.

(VII) Inventory and Cost of Sales

Raw materials
Supplies
Subtotal
Less: Allowance for inventory valuation and
obsolescence loss
Net
Total
Finished goods
Other inventory
Subtotal
Less: Allowance for inventory valuation and
obsolescence loss
Net
Heavy Industry Departments
Item
~~Steel Department and other Non-heavy industry~~
departments:
Raw materials
Supplies
Work in progress
December 31, 2017:
December 31, 2016:
$4,053,135
$3,655,361
365,764
344,868
1,675,513
1,252,021
3,945,278
3,090,894
181,037
168,126
$10,220,727
$8,511,270
(360,130)
(422,286)
$9,860,597
$8,088,984
$129,738
$158,000
3,404
3,456
$133,142
$161,456
(294)
(1,322)
$132,848
$160,134
$9,993,445
$8,249,118

201

  1. Inventory gains (losses) recognized as cost of sales are as follows:
Item 2017 2016
Cost of inventories sold $63,788,900 $44,496,174
Engineering costs 615,030 819,113
Processing costs 415,506 325,324
Unabsorbed manufacturing overheads 97,038 87,682
Loss on physical inventory 114
-
Inventory valuation losses and obsolescence loss (recover
gain)
(58,591) (105,774)

Insurance claims
- (6,181)

Loss (recover gain) on irrevocable purchasing contracts
- (822)
Effects of differences arising from foreign exchange 1,282 25,535
Total operating expenses $64,859,279 $45,641,051
  1. As the Group raised prices on certain products as a result of market stabilization, the net realizable value of inventories recovered. The Company recognized inventory valuation loss (recovery gain) of NT$ 58,591 thousand and NT$ 105,774 thousand for the years ended December 31, 2017 and 2016, respectively.

  2. There is no inventory pledged as collateral by The Group.

(VIII) Prepayments

Item
Total
Prepaid (overpaid) sales tax
Sea freight prepaid
Insurance claims
Prepaid land usage rights, etc.
Prepaid rental
Other prepayments
Prepaid material purchase
December 31, 2017:
December 31, 2016:
$2,491,410
$1,792,300
337,124
182,482
71,594
81,524
54,292
56,781
6,674
6,576
4,174
2,409
67,460
50,336
$3,032,728
$2,172,408

202

(IX) Other Financial Assets - current

(X) Investments accounted for using equity method
Eliter International Corp.
E-Da Development Corp.
Tangeng Iron Works Co., Ltd.
Yieh United Steel Corporation
Associates without significance
Total
Item
Investee
Time deposits within three months
Pledged demand deposits
Pledged time deposits
Total
Associates:
Associates with significance:
December 31, 2017:
$28,040
417,392
790,632
$1,236,064
December 31, 2017:
$3,666,673
1,368,724
4,515,817
5,034,287
2,826,542
$17,412,043
December 31, 2016:
$27,425
274,593
709,763
$1,011,781
December 31, 2016:
$3,748,343
1,454,739
4,468,732
4,769,070
2,619,386
$17,060,270

1. Associates:

(1) Major associates of the Group are as follows:

Company Name
Eliter International Corp.
E-Da Development Corp.
Tangeng Iron Works Co., Ltd.
Yieh United Steel Corporation
Shareholding Percentage
December 31, 2017
December 31, 2016
43.56%
43.56%
34.38%
34.38%
31.16%
31.16%
29.32%
29.31%

Please refer to Table 10 and Table 11 in Note 13 for the nature of business, main operation location and countries of registration of the associates listed above.

203

(2) The summarized financial information in respect of the Group’s major associates is as follows:

  • A. Balance Sheets
A. Balance Sheets
Carrying amount of associate
Non-current Assets
Current Liabilities
Non-current Liabilities
Equity
Share of net assets of associates
Unrealized gain/loss from transactions with associates
Non-current Liabilities
Equity
Share of net assets of associates
Unrealized gain/loss from transactions with associates
Carrying amount of associate
Current Assets
Share of net assets of associates
Unrealized gain/loss from transactions with associates
Carrying amount of associate
Current Assets
Non-current Assets
Current Liabilities
Current Assets
Non-current Assets
Current Liabilities
Non-current Liabilities
Equity
Eliter International Corp.
December 31, 2017:
December 31, 2016:
$7,093,106
$7,081,451
4,696,365
4,445,457
1,712,810
1,921,210
1,514,299
855,778
$8,562,362
$8,749,920
$3,729,449
$3,811,142
(62,776)
(62,799)
$3,666,673
$3,748,343
E-Da Development Corp.
December 31, 2016:
$7,081,451
4,445,457
1,921,210
855,778
$8,749,920
$3,811,142
(62,799)
$3,748,343
December 31, 2017:
December 31, 2016:
$459,792
$315,078
8,732,673
9,076,611
2,134,251
1,641,262
3,053,558
3,495,049
$4,004,656
$4,255,378
$1,376,965
$1,463,174
(8,241)
(8,435)
$1,368,724
$1,454,739
Tangeng Iron Works Co., Ltd.
December 31, 2016:
$315,078
9,076,611
1,641,262
3,495,049
$4,255,378
$1,463,174
(8,435)
$1,454,739
December 31, 2017:
$4,680,015
24,263,252
4,501,392
9,948,594
$14,493,281
$4,515,817
-
$4,515,817
December 31, 2016:
$4,408,426
24,133,403
4,188,691
10,010,973
$14,342,165
$4,468,732
-
$4,468,732

204

Yieh United Steel Corporation

Unrealized gain/loss from transactions with associates
Carrying amount of associates
Current Assets
Non-current Assets
Current Liabilities
Non-current Liabilities
Equity
Share of net assets of associates
December 31, 2017:
$9,805,569
37,983,895
17,603,463
12,879,418
$17,306,583
$5,067,719
(33,432)
$5,034,287
December 31, 2016:
$7,877,307
38,915,187
20,599,883
9,917,563
$16,275,048
$4,769,070
-
$4,769,070

B. Statements of Comprehensive Income

Eliter International Corp.

Total comprehensive income (loss)
Dividends received from associates
Operating revenue
Net income
Other comprehensive income (net after tax)
2017
$228,227
($186,166)
(4,392)
($190,558)
$ -
2016
$310,954
($126,830)
-
($126,830)
$ -

Operating revenue

Net income

Other comprehensive income (net after tax) Total comprehensive income (loss) Dividends received from associates

E-Da Development Corp. E-Da Development Corp.
2017
$915,341
($248,116)
(2,606)
($250,722)
$ -
2016
$1,005,719
($249,488)
(3,048)
($252,536)
$ -

Tangeng Iron Works Co., Ltd.

Operating revenue

Net income

Other comprehensive income (net after tax)

Total comprehensive income (loss)

Dividends received from associates

2017
$18,918,149
$243,225
(87,386)
$155,839
-
2016
$13,021,328
$503,350
(24,441)
$478,909
-

205

Operating revenue
Net income
Other comprehensive income (net after tax)
Total comprehensive income (loss)
Dividends received from associates
Yieh United Steel Corporation Yieh United Steel Corporation
2017
$43,054,406
$696,226
(546,672)
$149,554
$ -
2016
$41,713,114
$163,352
(361,465)
($198,113)
$ -

(3) Shares of individually insignificant associates of the Group are summarized as follows:

Share of:
Net income
Other comprehensive income (net after tax)
Total comprehensive income (loss)
2017
2016
$86,138
$171,960
(75,594)
(21,494)
$10,544
$150,466

(4) Associates of the Group with quoted prices in active market (Level 1 fair value inputs) are as follows:

Yieh United Steel Corporation (Note)
Tangeng Iron Works Co., Ltd.
Total
December 31, 2017:
December 31, 2016:
$3,939,123
$3,832,736
5,125,491
5,109,133
$9,064,614
$8,941,869

(Note): The fair value information above does not include shares acquired in private placement during the period and are not allowed to be transferred freely in open markets.

(5) For Skylark Hot Spring & Resort Corp., E-Da Cultural Creative Industries Co., Ltd., E-Da Tour Bus Corporation, E-Da Bus Transportation Co., Ltd. and E-Da Entertainment Co., the Goup has significant influence over shich as a result of being a director in such entities. Consequently, those entities are accounted for using equity method.

(6) The Group participated in the private placement of Yieh United Steel Corporation in February, 2017, and December, 2015, and subscriped at NT$ 7 per share, with the total subscription amount of NT$ 204,876 thousand and NT$ 1,100,400 thousand, respectively. Pursuant to the Securities and Exchange Act, securities from private placement can only be traded freely in the open markets when they are held for three years from the delivery date and the issuer has completed the supplementary procedures of public offering.

(7) Due to cross ownership and the adoption of equity method between the Group and Yieh United Steel Corporation, an investee accounted for using equity method, investment gain/loss is recognized using the treasury stock approach.

206

(8) All investments accounted for using equity method and the Group’s share of profit or loss and other comprehensive income in the investees, except for E United Japan Co., Ltd. and PT.YIEH FERRO ORIENTAL in 2017, and E United Japan Co., Ltd. in 2015, are calculated based on audited financial statements of those investees. However, management of the Group does not think unaudited financial statements of above investees would have a significant impact on the Company.

(9) As of December 31, 2017 and 2016, the Group pledged a portion of its investments accounted for using equity method as collateral for its borrowings. Please refer to Note 8.

(XI) Available-for-sale Financial Assets - Non-current

Item
Listed stocks:
December 31, 2017:
December 31, 2016:
$44,910
$46,575

As of December 31, 2017 and 2016, no available-for-sale financial assets were pledged as collateral by the Group.

(XII) Financial Assets Carried at Cost - Non-current

Item December 31, 2017: December 31, 2016:
Domestic stocks not traded in TWSE or TPEX $549,460 $482,124
Foreign stocks not traded in stock market 2,002 2,002
Total $551,462 $484,126

1.The investments above were classified as financial assets held at cost because no reasonable and reliable assessments were available to determine their fair values for lacking of quoted price from active market and insufficient information about other similar industries and the investee’s financial information. These investments are measured at cost minus accumulated impairment loss as of the balance sheet date.

  1. For 2017 and 2016, the Group recognized impairment loss of NT$ 1,060 thousand and NT$ 0 thousand, respectively.

  2. As of December 31, 2017 and 2016, no financial assets carried at cost were pledged as collateral.

207

(XIII) Bond Investments with no Active Market - Non-current

Item
Net
Preferred stock
E-Da Development Corp.
Eliter International Corp.
Subtotal
Less: Accumulated impairment
December 31,2017:
$206,305
348,450
$554,755
-
$554,755
December 31,2016:
$206,305
-
$206,305
-
$206,305

1.The Group acquired preferred shares on E-Da Development Corp. (with annual yield rates of 2.5%, three years of issuance period, cumulative and non-participating, cash settled at one time upon maturity). E-Da Development Corp. engages in business of department stores and amusement parks.

2.The Group acquired preferred shares on Eliter International Corp. (with annual yield rates of 3%, three years of issuance period, cumulative and non-participating, cash settled at one time upon maturity). Eliter International Corp. mainly engages in business of development, construction, leasing, and selling of real estates.

  1. For the years ended December 31, 2017 and 2016, the recognized impairment losses were the same amount at

  2. As of December 31, 2017 and 2016, no bond investments with no active market were pledged as collateral by

  3. (XIV) Property, Plant and Equipment

(XIV) Property, Plant and Equipment
Item December 31,2017: December 31,2016:
Land $6,007,639 $6,018,653
Buildings 8,602,615 8,772,193
Machinery and equipment 35,232,848 35,345,447
Other Equipment 3,218,544 3,310,380
Equipment to be inspected and construction in 10,181,218 7,894,997
Total costs $63,242,864 $61,341,670
Less: Accumulated depreciation (23,437,996) (22,225,398)
Accumulated impairment (478,026) (1,249,213)
Total $39,326,842 $37,867,059
1. Acquisitions during the period and adjustments for cash flows related to acquisitions of property, plant and
Item 2017 2016
Increase in property, plant and equipment $3,471,486 $4,526,724
Transferred in (out) from inventory - (1,124)
Increase/decrease in payables for purchase of equipment (48,858) (354,153)
Repair payment on wind disasters 5,875 2,856
Cash amount paid for procurement of property, plants and
equipment
$3,428,503 $4,174,303

208

  1. Please refer to Note 6(34) for details on the amount of capitalized borrowing costs.

  2. Impairment losses for property, plant and equipment recognized for 2017 and 2016 were NT$ 13,534 thousand and NT$ 64,095 thousand, respectively. Among which NT$ 13,534 thousand and NT$ 44,469 thousand of impairment loss for 2017 and 2016 came from a portion of the Group’s unused production equipment of which the expected recoverable amount was less than the carrying amount. Such impairment loss had been listed under “other gains and losses” in the consolidated statements of comprehensive income. The recoverable amount of such production equipment was determined by the Group by using either its value in use (at 4.94% discount rate) or its fair value less cost of disposal. The fair value employed was determined by using the cost approach and by reference to status in use and relevant market activities, which was fair value measurement categorised within Level 3.

  3. Impairment losses for property, plant and equipment recognized for July and September, 2016, were NT$ 19,625 thousand, among which NT$ 11,299 was claimed from the insurance company. Please refer to Note 12 (7)

  4. For the information about property, plant and equipment pledged as collateral, please see Note 8 for details

  5. The Group’s land amounting to NT$ 78,568 thousand and NT$ 89,582 thousand as of December 31, 2017 and 2016 is unable to be registered under the name of the Group due to regulation restriction. Accordingly, the ownership was registered under the name of an individual with a mortgage registration as safeguard measures.

(XV) Investment Property Net

(XV) Investment Property Net
Item
Land
Cost
Balance, January 1, 2017
$950,636
Addition
-
Property, plant and
equipment transferred in
-
Effects of differences
arising from foreign
exchange
-
Balance, December 31,
2017
$950,636
Accumulated depreciation
and impairment
Balance, January 1, 2017
$68,009
Depreciation
-
Effects of differences
arising from foreign
exchange
-
Balance, December 31,
2017
$68,009
Accumulated impairment
Net
Land
Buildings
Construction-in-progress
Total cost
Less: Accumulated depreciation
December 31,2017:
$950,636
69,950
45,789
$1,066,375
(9,790)
(68,009)
$988,576
Buildings
$70,671
-
-
(721)
$69,950
$8,463
1,321
6
$9,790
December 31,2016:
$950,636
70,671
-
$1,021,307
(8,463)
(68,009)
$944,835
construction inprogress
$ -
16,263
29,526
-
$45,789
$ -
-
-
$-

209

Cost
Balance, January 1, 2016
Addition
Disposal
Balance, December 31, 2016
Accumulated depreciation
~~and impairment~~
Balance, January 1, 2016
Depreciation
Recogned (Reversed)
Impairment loss
Balance, December 31, 2016
Land
$950,636
-
-
$950,636
$68,009
-
-
$68,009
Buildings
$26,604
44,067
-
$70,671
$7,615
848
-
$8,463
Total
$977,240
44,067
-
$1,021,307
$75,624
848
-
$76,472
  1. Rental revenue and direct operating expenses of investment property:
Item
Rental revenue from investment property:
Direct operating expenses Incurred by investment property generating
rental revenue in current period
Direct operating expenses incurred by investment property not generating
rental revenue in current period
2017
$ -
$ -
$15,904
2016
$ -
$ -
$18,330
  1. As of December 31, 2017 and 2016, the fair values of investment property held by the Group were NT$ 2,299,501 thousand, NT$ 2,022,629 thousand respectively, which were based on evaluation appraised by independent appraisers as of December 31, 2017 and 2015. Such evaluation adopted the comparative approach by reference to the market evidence similar to the real estate transaction prices. Those are Level 3 fair value inputs. Please refer to Note 12(4). The Company believes that there would not be any material fluctuation in the fair value of such investment properties after their appraisal. Appraisal will be taken place every two years on the investment

  2. For the information about investment property pledged as collateral, please see Note 8 for details

  3. The Group’s land amounting to NT$ 8,987 thousand as of December 31 2017 and 2016 is unable to be registered under the name of the company due to regulation restriction. Accordingly, the ownership was registered under the name of an individual with a mortgage registration as safeguard measures.

210

(XVI) ) Long-term Prepaid Rents

Item
Total
Land use rights
Long-term prepaid rent
Subtotal
Less: Transfer within 12 months
December 31, 2017:
December 31, 2016:
$250,043
$260,507
9,109
9,615
$259,152
$270,122
(6,674)
(6,576)
$252,478
$263,546

The prepaid rents above are mainly from the 50-year land-use right contract entered by the Group in China. The amount was fully paid when contract was executed. For 2017 and 2016, RMB 1,356 thousand and RMB 1,306 thousand were respectively recognized as rental expenses. The Group has the right to use the land, to acquire benefits and to transfer or lease the land and is responsible for all taxes and dues arising from the land-use during the contract duration.

(XVII) Short-term Loans

Type of Loan
Type of Loan
Credit for material purchases
Mortgage loans
Total
Credit loans
Credit loans
Credit for material purchases
Mortgage loans
Total
December 31, 2017
Amount
Interest Rate
$7,442,724
1.07%-5.90%
7,828,799
1.50%-3.02%
554,000
2.09%-3.00%
$15,825,523
December 31, 2016
Amount
Interest Rate
$4,056,157
1.17%-4.79%
5,439,850
1.50%-2.88%
1,018,500
2.10%-2.96%
$10,514,507

The Group pledged some financial assets, property, plant, and equipment. as collateral for some of its short-term borrowings. Please refer to Note 8 for details.

211

(XVIII) Short-term Bills Payable

yable
Item
Commercial paper payable
Less: Unamortized discount
Net
Interest Rate Range
December 31, 2017:
$990,000
(989)
$989,011
1.63%-2.78%
December 31, 2016:
$680,000
(987)
$679,013
1.63%-2.74%

The Group pledged some of its property, plant, and equipment as collateral for some of its short-term bills payable. Please refer to Note 8 for details.

(XIX) Other Payables

Item December 31, 2017: December 31, 2016:
Compensations payable $506,716 $583,703
Equipment expenses payable 494,422 445,564
Interest payable 56,934 58,007
Utility expenses payable 55,925 57,018
Consumables payable 26,687 50,903
Export and transportation expenses payable 72,934 39,658
Investment payable - 26,605
Business tax payable 11,150 24,460
Cash dividends payable - from previous period 22,639 22,781
Repairing charges payable 21,116 21,656
Employee compensation payable and Directors’
remuneration payable
5,025 9,066
Others 360,599 361,367
Total $1,634,147 $1,700,788

Please refer to Note 7 (3) 4 for related party transactions.

212

(XX) Provision - current

Item
Employee benefits
Sales return, discounts and
allowances
Warranty
Onerous contract
Total
December 31,
~~2017:~~
December 31,
~~2016:~~
$75,797
$62,232
20,663
2,806
5,723
5,309
-
-
$102,183
$70,347
Item
January 1, 2017
Recognized in
current period
Written down in
current period
December 31,
2017:
Item
January 1, 2016
Recognized in
current period
Written down in
current period
December 31,
2016:
Employee
benefits
$62,232
13,565
-
$75,797
Employee
benefits
$59,296
2,936
-
$62,232
Sales return,
discounts and
allowances
Warranty
$5,309
414
-
$5,723
Warranty
$1,527
3,782
-
$5,309
Onerous contract
$ -
-
-
$ -
Onerous contract
$822
-
(822)
$ -
Total
$2,806
17,857
-
$70,347
31,836
-
$20,663 $102,183
Sales return,
discounts and
Total
$42,875
-
(40,069)
$104,520
6,718
(40,891)
$2,806 $70,347

(1) Provision for employee benefits is an estimate of the short-term service leave vested to employees.

(2) Provision for sales return & discount is estimated based on historical experience, judgment from the management, and other known reasons for possible return or discount on steel coils and steel tubes, to be deducted from the sale revenue stated in the current period when the goods are sold.

(3) The Group’s “provision for warranty” is the warranty for the sales of electronic products, and is estimates based upon the historical warranty data of such products.

(4) Provision for onerous contract is the difference between the expected costs of performing the contract in and the expected profit obtained from the contract for the signed irrevocable material purchase contract.

(XXI) Long-term Loans and Current Portion of Long-term Liabilities

(XXI) Long-term Loans and Current Portion of Long-term Liabilities
Item December 31,
~~2017:~~
December 31,
~~2016:~~
$3,685,344
$4,837,093
-
278,469
$3,685,344
$5,115,562
Long-term loans due within one year or one
operating cycle
Bonds payable within one year or one operating
cycle
Total

213

(XXII) Corporate Bonds Payable

Item
Overseas secured bonds issued by the subsidiary,
GOLDEN, guaranteed by the Company with RMB
300,000 thousand, with duration for 3 years and interest
paid semi-annually at 5% annual rate. However, an early
repayment of RMB 240,000 thousand was made in
September 2016. As of July 2017 when the bond was due,
Less: unamortized issuing cost
Current portion
Net corporate bonds payable
December 31, 2017:
December 31, 2016:
$ -
$278,940
-
(471)
-
(278,469)
$ -
$ -

The contacts for bonds payable stipulate that the Group shall maintain a certain level of debt ratio, interest coverage ratio and net worth calculated based on both the annual consolidated financial statement certified by a public accountant, and on the 2Q consolidated financial statement reviewed by by a public accountant. As some financial ratios fail to meet the standards in 2017, interest rate shall be increased by 0.2% for the duration of the contract, an action which is not deemed as a breath of contract. However, as principle and interest of such corporate bonds were fully paid upon the due date in July, 2017, the aforesaid increased interest doesn’t have to be paid.

(XXIII) Long-term Loans

Item
Long-term loans
Interest Rate Range
Secured loans from banks
Unsecured loans from banks
Other financial institution
Total
Less: Unamortized discount
Less: Current portion
Bank syndicated loan:
The Company
Subsidiaries
Subtotal
December 31, 2017:
$7,825,000
21,986,315
$29,811,315
3,057,160
163,250
46,614
$33,078,339
(110,823)
(3,685,344)
$29,282,172
1.79%-5.325%
December 31, 2016:
$6,880,000
21,099,930
$27,979,930
3,296,800
220,000
77,600
$31,574,330
(104,763)
(4,837,093)
$26,632,474
1.72%-9.39%

214

  1. Please refer to Note 8 for the collateral of the above bank loans

  2. According to syndicated loan agreements with banks, the Group needs to maintain several financial ratios, including current ratio, liability ratio and interest coverage ratio, at a certain level, calculated based on the audited annual consolidated financial statements and the reviewed semi-annual consolidated financial statements or the audited annual financial statements of subsidiaries for the duration of the contracts. Since the Group failed to meet certain financial ratios in 2017, it either needed to pay to the managing bank a compensation at 0.10% ~ 0.15% of the loan balance within agreed time, or was subject to 0.10% incremental on its interest rate. However, this is not seen as a breach of contract.

(XXIV) Pensions

  1. Defined contribution plan

  2. (1) The pension system based on the Labor Pension Act which is applicable to the Group’s domestic entities resided in the R.O.C. is a defined contribution plan managed by government. Companies would make monthly contribution equal to 6% of each employee's monthly salary to the employees' individual pension accounts at the Bureau of Labor Insurance. Subsidiaries outside the R.O.C. also participate in the local defined contribution plan and makes contribution to the local govervent accordingly.

  3. (2) For 2017 and 2016 , the Group recognized pension expense of NT$ 109,244 thousand and NT$ 101,637 thousand, respectively.

  4. Defined benefit plans

  5. (1) The pension plan under the Labor Standards Law, which is applicable to the Group’s domestic entities, is a defined benefit pension plan managed by the government. Under the defined benefit pension plan, pension benefits are based on the average monthly salaries and wages of the last 6 months prior to retirement and the duration of employment. Those companies contributes monthly an amount equal to 4.2% ~ 6% of the employees' monthly salaries and wages to the retirement fund deposited with Bank of Taiwan, under the name of the independent retirement fund committee. Before the end of year, if the balance at the retirement fund is not sufficient to cover all employees retiring next year, a lump-sum deposit should be made before March-end of the following year to cover the difference. The retirement fund is managed by the Bureau of Labor Funds, Ministry of Labor. The Group does not have rights to influence its investment management strategy.

(2) The amounts recognized by the Group in the consolidated balance sheet for obligations from defined benefit plans are as follows:

Item
Present value of defined benefit obligations
Fair value of planned assets
Net defined benefit liabilities (assets)
December 31,2017:
$1,766,808
(826,363)
$940,445
December 31,2016:
$1,799,950
(724,184)
$1,075,766

215

(3) Changes in net defined benefit liabilities are as follows:

Item
Balance as of January 1
Cost of service
Current service cost
Interest expense
(income)
Past service cost
Loss (gain) on settlement
Recognized in profit and
loss
Remeasurement
Return on planned assets
( not include amounts
included in net interest )
Actuarial (gain) loss
Effects of changes in
the demographic
Effects of changes in
financial assumptions
Experience adjustment
Recognized in other
comprehensive income
Contribution from
employer
Benefits paid
Balance as of December 31
Item
Balance as of January 1
Cost of service
Current service cost
Interest expense
(income)
Past service cost
Loss (gain) on settlement
Recognized in profit and
loss
Remeasurement
Return on planned assets
( not include amounts
Actuarial (gain) loss
Effects of changes in
the demographic
Effects of changes in
financial assumptions
Experience adjustment
Recognized in other
comprehensive income
Contribution from
employer
Benefits paid
Balance as of December 31
2017
Present value of defined
benefit obligations
$1,799,950
12,690
22,088
-
-
$34,778
$ -
395
44,060
(48,922)
($4,467)
-
(63,453)
$1,766,808
Fair value of planned
assets
($724,184)
-
(9,202)
-
-
($9,202)
$1,889
-
-
-
$1,889
(158,123)
63,257
($826,363)
2016
Net defined benefit
liabilities
$1,075,766
12,690
12,886
-
-
$25,576
$1,889
395
44,060
(48,922)
($2,578)
(158,123)
(196)
$940,445
Present value of defined
benefit obligations
$1,765,166
14,060
21,913
-
-
$35,973
$ -
4,578
(79,043)
141,933
$67,468
-
(68,657)
$1,799,950
Fair value of planned
assets
($718,085)
-
(9,044)
-
-
($9,044)
$4,010
-
-
-
$4,010
(67,523)
66,458
($724,184)
Net defined benefit
liabilities
$1,047,081
14,060
12,869
-
-
$26,929
$4,010
4,578
(79,043)
141,933
$71,478
(67,523)
(2,199)
$1,075,766

216

  • (4) Through the pension plan under the Labor Standards Law, the Group is exposed to the following risks: A. Investment risk

The pension funds are invested in equity and debt securities, bank deposits, etc. The investment is conducted at the discretion of the government's designated authorities or under the mandated management by Bureau of Labor Funds, Ministry of Labor. However, the rate of return on the Group’s planned assets shall not be less than the average interest rate on a two-year time deposit published by the local banks.

  • B. Interest rate risk

A decrease in the government bond interest rate will increase the present value of the defined benefit obligation, however, the return on the debt investments of the plan assets will also increase. Those two will partially offset each other.

C. Salary risk

The present value of the defined benefit obligation is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the present value of the defined benefit obligation.

(5) The actuarial valuations of the present value of the Group’s defined benefit obligation were carried out by qualified actuaries.The principal assumptions adopted on the valuation date were as follows:

Item
Discount rate
Future salary increase rate
Average maturity period of defined benefit
Measurement date Measurement date
December31,2017:
1.00%-1.30%
1.50%-2.00%
9-10 years
December31,2016:
1.25%-1.30%
1.50%-2.00%
9-11years

A. Future mortality rate is estimated based on the 2012 Taiwan Standard Ordinary Experience Mortality B. If a reasonable change in one of the principal assumptions for actuarial valuation occurred and all other assumptions were held constant, the increase (decrease) in the present value of defined benefit obligation would be as follows:

s:
Item
Decrease by 0.25%
Discount rate
Increase by 0.25%
Decrease by 0.25%
Expected growth rate of
Increase by 0.25%
December 31,2017:
(44,506)
46,153
46,862
(45,261)
December 31,2016:
(47,085)
48,936
50,605
(48,761)

The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.

(6) The Group expects to make contributions of NT$ 182,851 thousand to the pension plans in the year ended December 31, 2018.

217

(XXV) Long-term Deferred Revenue

The subsidiary, Tianjin Lianfa Precision Steel Corporation Beneficiary, acquired in December 2014 had received a subsidy for engineering construction from the Tianjin Economic Technological Development Area of RMB 11,470 thousand in 2006. As it is a government grant associated with assets, donation income would be recognized based on percentage used for the recognition of depreciation expense. Details are set out below:

Item
Deferred reve~~nue from government~~
grants:
Subsidy for engineering construction
Less: Accumulated revenue recognized
Ending balance
December 31, 2017:
December 31, 2016:
$59,331
$59,331
(23,662)
(20,935)
$35,669
$38,396

(XXVI) Capital of Common Shares

  1. Quantities and values of the Company’s outstanding common shares at the beginning and ending of periods were as follows:
Item
Item
Issuance of common stocks
Capitalization of earnings
December 31
January 1
Issuance of common stocks
Capitalization of earnings
December 31
January 1
2017 2017
Shares (thousand shares)
Amount
1,718,090
$17,180,905
-
-
103,086
1,030,855
1,821,176
$18,211,760
2016
Amount
$17,180,905
-
1,030,855
$18,211,760
Shares (thousand shares)
Amount
1,718,090
$17,180,905
-
-
-
-
1,718,090
$17,180,905
  1. As of December 31, 2017 and 2016, the Company had an authorized capital of NT$20,000,000 thousand with 2,000,000 thousand shares.

  2. The Company's shareholders' meeting held on June 22, 2017 had resolved to capitalize earnings of NT$ 1,030,855 thousand. The plan was approved by FSC on July 25, 2017 and 103,086 thousand shares of common share at the par value of NT$ 10 were issued. The base date for share capital increase is set on September 1, 2017.

218

(XXVII) Capital Surplus

Item
Share premium
Treasury stock transaction
Difference between the price received from acquisition or
disposal of a subsidiary and its book value
Change in ownership interests in subsidiaries accounted
for using equity method
Changes in associates and joint ventures recognized under
equity method
Total
December 31, 2017:
December 31, 2016:
$4,060,366
$4,060,366
557,739
557,739
212,546
81,311
8,665
8,665
34,454
29,050
$4,873,770
$4,737,131

Under the Company Act, capital surplus arising from shares issued at premium or from donation may be used for offsetting deficit. Furthermore, if the Company has no accumulated loss, capital surplus may be used for issuing new shares or distributing cash in proportion to shareholders' original holdings. In accordance with regulations in the Securities and Exchange Act, when the above-mentioned capital surplus is used for capitalization, the total amount every year shall not exceed 10% of the paid-in capital. The Company may use capital surplus to offset loss only when the amount of earnings and reserves are insufficient to offset the loss. The capital surplus generated from investment under equity method shall not be used for any purposes.

(XXVIII) Appropriation of Earnings

  1. A residual dividend distribution policy is adopted in accordance with the Company’s business expansion and profitability after considering the the fact that the Company is currently in its growing phase. The annual net income, if any, should be used to pay off all the taxes and duties, as well as to compensate prior deficits. The remaining amount, if any, should be appropriated in the following order of presentation: (1) 10% as legal reserve; (2) set aside or reverse a certain amount as or of special reserve according to operating needs or laws or regulations; (3) the remaining net income plus unappropriated earnings from prior years may be used as dividends or bonus for shareholders after porposed by the Board of Directors and resolved by the shareholders meeting. In principle, earnings shall be distributed in the form of stock dividends in accordance with the Company’s capital requirement for business expansion and profitability. Cash dividends are distributed at between 20% to 100% of total dividends distributed in accordance with the actual profitability while stock dividends are distributed at between 0% to 80% of the total dividends distributed.

  2. Legal reserves may only be used for offsetting deficits and issuing new shares or distributing cash in proportion to shareholders’ original holdings. However, when new shares are issued or cash is distributed, the amount shall be limited to 25% of the reserves in excess of the paid-in capital.

219

3. Special reserve

Item
Provision for debit balance of other equity
Provision upon initial application of IAS
Total
December 31, 2017:
December 31, 2016:
$ -
$ -
327,757
327,757
$327,757
$327,757

(1) The Company may allocate earnings only after providing special reserve for debt balance in other equity on the date of balance sheet, and the reversal of debit balance in other equity, if any, may be stated into allocable earnings.

(2) Upon first-time adoption of IFRSs, the special reserve provided pursuant to the official letter under Jin-GuanJheng-Fa-Zih No. 1010012865 dated April 6, 2012 may be reversed to allocable retained earnings in proportion to the special reserve as provided originally, if the Company uses, disposes of or reclassifies the relevant assets in

  1. Shareholders meeting held on June 22, 2016 resolved on proposals to offset the 2015 deficits. No bonus for sharehoders were distributed as a result of the 2015 deficit. The shareholders' meetings held on June 22nd, 2017 passed the earnings distribution and dividends per share for 2016 as follows:
Legal reserve
Cash dividends for common stocks
Stock dividends for common stocks
Total
2016
Earnings appropriation
proposal
Dividends per share (NTD)
$250,201
687,236
0.4
1,030,855
0.6
$1,968,292
  1. As of March 21, 2018, neither dividends nor the earnings appropriation proposal was approved by the Board of Directors of the Company.

  2. Information about earnings distribution approved by the Board of Directors and resolved by the shareholders meeting is available at the Taiwan Stock Exchange Market Observation Post System website.

220

(XXIX) Other Equity Items

Item
Balance, January 1, 2017
Exchange differences on
translation of foreign
financial statements
Unrealized gain or loss
for available-for-sell
financial assets
Share of associates and
joint ventures recognized
using the equity method
Balance, December 31,
2017
Item
Balance, January 1, 2016
Exchange differences on
translation of foreign
financial statements
Unrealized gain or loss
for available-for-sell
financial assets
Share of associates and
joint ventures recognized
using the equity method
Balance, December 31,
2016
Exchange differences
on translation of foreign
financial statements
($226,298)
(287,395)
-
(184,085)
($697,778)
Exchange differences
on translation of foreign
financial statements
$583,467
(707,931)
-
(101,834)
($226,298)
Unrealized gain or loss
for available-for-sell
financial assets
The effective portion
of gain (loss) arising
from financial
instruments that are
~~designated as cash~~
$11,385
-
-
(4,995)
$6,390
The effective portion
of gain (loss) arising
from financial
instruments that are
~~designated as cash~~
$7,080
-
-
4,305
$11,385
Total
$47,562
-
(1,665)
8,836
($167,351)
(287,395)
(1,665)
(180,244)
$54,733 ($636,655)
Unrealized gain or loss
for available-for-sell
financial assets
Total
$54,642
-
(5,850)
(1,230)
$645,189
(707,931)
(5,850)
(98,759)
$47,562 ($167,351)

221

(XXX) Non-controlling Interest

Item 2017 2016
Beginning balance $2,706,328 $3,119,304
Share attributable to non-controlling interest:
Net income (loss) for the current year (22,095) (123,460)
Other comprehensive income of the year
Remeasurement of defined benefit plans (1,647) (7,030)
Exchange differences on translation of foreign financial
statements
(9,462) (1,370)
Share of associates and joint ventures accounted for
using equity method
Exchange differences on translation of foreign
financial statements
(4,415) (6,638)
Unrealized valuation gain (loss) on available-for-sale
financial assets
(106) 1,062
Remeasurement of defined benefit plans (444) (2,556)
The effective portion of gain (loss) arising from
financial instruments that are designated as cash flow
(108) 1,201
Changes in associates and joint ventures recognized under
equity method
Increase in non-controlling interest - acquisition from
mergers
Increase in non-controlling interest - capital increase by
cash
107
2,067

94,724
(566)
-
64,630
Decrease in non-controlling interest - sale (862,540) (295,654)
Increase (decrease) in non-controlling interest (108,239) (42,595)
Ending balance $1,794,170 $2,706,328

(XXXI) Operating Revenue

Item
Total sales revenues
Less: Sales return
Sales discount
Net operating revenue
Sales revenue
Construction revenue
Processing revenue
Realized profits from sales
2017
2016
$70,158,436
$52,001,923
639,635
835,237
479,197
375,150
217
217
$71,277,485
$53,212,527
(12,778)
(16,657)
(106,045)
(348,460)
$71,158,662
$52,847,410

222

(XXXII) Other Revenues

(XXXII) Other Revenues
Total
Other revenue
Income from sales of scrap material
Subsidy (compensation) income
Return of refundable deposits (Note)
Others
Subtotal
Item
Interest income
Interest from bank deposits
Other interest income
Subtotal
Rent revenue
Dividend income
2017
$58,589
43,049
$101,638
2,937
73,952
46,648
1,773
18,825
41,547
$108,793
$287,320
2016
$44,830
4,306
$49,136
1,989
8,250
46,783
136,620
-
22,272
$205,675
$265,050

(Note): It was recognized in full as impairment losses in the past years.

(XXXIII) Other Gains and Losses

(XXXIII) Other Gains and Losses
Total
Disaster loss of property, plant and equipment
Impairment loss of financial assets carried at cost
Gain (loss) from disposal of property, plant and equipment
Gain (loss) from disposal of financial assets (liabilities) at
Valuation Gain (loss) of financial assets (liabilities) at
Other Expenses
Foreign exchange gain (loss) - net
Gain (loss) on disposal of investments
Impairment loss on property, plant, and equipment:
Item
2017
$28,795
15
(13,534)
-
(1,060)
309,013
(6,735)
(28,683)
(24,107)
$263,704
2016
($81,260)
200
(44,470)
(8,326)
-
(25,766)
(1,922)
14,604
(30,434)
($177,374)

(Note) The Group entered into a factoring contract regarding operating assets of its subsidiary, Guang Lian Steel (Vietnam) Co., Ltd., with Hoa Phat Steel in the Rong-guo Industrial Park. The total amount of such contract was VND 255,290,917 thousand ( NT$ 345,524 thousand). As the aforesaid property, plant and equipment were fully recognized as impairment loss, the book values of which were NT$ 0. As a result, the gain from disposal was NT$ 345,524 thousand.

223

(XXXIV) Financial Cost

Item 2017 2016
Interest expense $1,571,245 $1,424,118
Less: Amount qualified for capitalization (451,050) (634,287)
Finance costs $1,120,195 $789,831

(XXXV) Personnel, Depreciation, Depletion and Amortization Expenses

Nature
Employee benefits
Salary and Wages
Labor and health insurance
premiums
Pension cost (Note 1)
Other personnel cost
Depreciation (Note 1)
Amortization
Total
Nature
Employee benefits
Salary and Wages
Labor and health insurance
premiums
Pension cost (Note 2)
Other personnel cost
Depreciation (Note 2)
Amortization
Total
2017
Operating Cost
$1,411,594
133,352
98,250
324,490
1,541,450
-
$3,509,136
Operating Expense
$770,764
62,725
34,672
96,424
107,205
23,492
$1,095,282
2016
Total
$2,182,358
196,077
132,922
420,914
1,648,655
23,492
$4,604,418
Operating Cost
$1,367,116
120,802
93,719
295,477
1,367,967
-
$3,245,081
Operating Expense
$718,767
59,169
32,641
92,819
104,331
1,377
$1,009,104
Total
$2,085,883
179,971
126,360
388,296
1,472,298
1,377
$4,254,185

(Note 1): excluding pension of NT$ 1,898 thousand and depreciation of NT$ 12,104 thousand on prepaid equipment.

(Note 2): excluding pension of NT$ 2,206 thousand and depreciation of NT$ 1,886 thousand on prepaid equipment.

224

  1. According to Articles of Incorporation, the amount of compensation to employees and remuneration to directors shall neither be less than 0.2 % nor greater than 0.1% of the income before tax containing such amount. Compensation to employees and remuneration to directors for 2017 and 2016 were distributed at 0.2% and 0.1% of the net income before tax. Any changes in the amounts, if any, after the issuance date of the annual financial statement shall be accounted for using changes in accounting estimates, and should be entered the next year.

  2. Compensation to employees and remuneration to directors for the years of 2017 and 2016 has been resolved and approved by the Board of Directors on March 21, 2018 and 2017. Relevant amounts recognized in the financial statement are as follows:

financial statement are as follows:
Resolved distributed amount
Recognized amount in the annual financial report disposed
Amounts of difference
2017
Employee Compensation /
Directors’ Remuneratio
$3,350 / $837
$3,350 /$1,675
$ - ($838)
2016
Employee Compensation /
Directors’ Remuneration
$6,044 / $1,511
$6,044 /$3,022
$ - ($1,511)

(1) The above-mentioned employee compensation was distributed in cash.

(2) The differences between the amount resolved for 2017 and 2016 and the amount recognized in financial statements are mainly estimate difference and has been adjusted in profit or loss for 2018 and 2017.

  1. Information about employee compensation and remuneration to directors approved by the Board of Directors is available at the Taiwan Stock Exchange Market Observation Post System website.

(XXXVI) Income Tax

  1. Income tax expense

(1) Components of income tax expense

1. Income tax expense
(1) Components of income tax expense
(XXXVI) Income Tax
2017
$247,971
161,066
45,704
5,314
$460,055
2017
($85,250)
(6,312)
($91,562)
Adjustment to prior income taxes
Income tax expense recognized in profit or loss
(2) Income tax expense (gain) associates with other comprehensive income
Item
Remeasurement of defined benefit plans
Total
Item
Current income tax expense
Deferred taxes related to temporary difference and loss
10% tax on retained earnings
Exchange differences on translation of foreign financial
2016
$782,853
158,539
33
52,102
$993,527
2016
($142,336)
(11,383)
($153,719)

225

  1. A reconciliation of income before income tax and income tax expense recognized in profit or loss is as follows:
Loss carryforwards
Loss (gain) on investments accounted for using equity
method
Other temporary differences
Income tax expenses recognized in profit or loss
Timing difference of revenue recognition
Realized (unrealized) investment losses
Other adjustments
Adjustment to prior income taxes
10% tax on retained earnings
Net changes of deferred income tax
Item
Loss (gain) on investments accounted for using equity
method
Income before tax
Income tax expense at the statutory rate
Tax effect of adjusting items:
Effect of items not included in the calculation of taxable
income
Loss carryforwards
2017
$1,805,365
$346,315
42,299
(73,570)
(7,464)
(59,053)
(556)
5,314
45,704
(1,330)
124,333
38,063
$460,055
2016
$3,372,072
$869,709
65,451
(184,575)
15,879
-
16,389
52,102
33
(2,906)
153,912
7,533
$993,527

Entities of the Group applying the Income Tax Act of R.O.C. are subject to an income tax rate of 17%. Any taxable income generated from other jurisdictions is subject to the applicable income tax rate thereof. The Income Tax Act was modified in January 2018 by the government of R.O.C., which raised profit-seeking enterprise income tax from 17% to 20% (to be implemented from 2018 onwards), and which on the other hand lowered the tax rate on retained earnings from 10% to 5%.

226

  1. Deferred income tax assets or liabilities from temporary difference, loss carry forwards and investment credits:
2017
Deferred income tax Beginning
~~balance~~
Recognized in
~~profit or loss~~
Recognized in
~~others~~
Effect of
~~Exchange Rate~~
Ending balance
assets
Temporary differences
gains (losses) of
Investments $6,252 ($140) $ - $ - $6,112
accounted for using
Exchange differences
on translation of 48,883 - 82,285 - 131,168
foreign financial
Provision for
inventory valuation 60,685 9,248 - (2,142) 67,791
loss
Loss of investments
under the cost 773 3,477 - - 4,250
approach
Book-tax difference
for depreciation
13,391 2,929 - - 16,320
Net defined benefit
liabilities
182,880 (22,194) (811) - 159,875
Remeasurement of
defined benefit plans:
4,411 - 7,123 - 11,534
Loss carryforwards 53,813 1,330 - - 55,143
Others 198,492 (40,923) - (26) 157,543
Subtotal $569,580 ($46,273) $88,597 ($2,168) $609,736
Deferred income tax
liabilities
Temporary differences
Unrealized exchange
gains
($3,808) $3,774 $ - $ - ($34)
Exchange differences
on translation of (2,965) - 2,965 - -
foreign financial
Gain on overseas
investments using (102,951) (124,192) - - (227,143)
equity method
Timing difference of
revenue recognition
(5,625) 5,625 - - -
Subtotal ($115,349) ($114,793) $2,965 $ - ($227,177)
Total $454,231 ($161,066) $91,562 ($2,168) $382,559

227

2016

Recognized in Recognized in
others
Beginning
balance
Recognized in
profit or loss
comprehensive
income
Effect of
Exchange Rate
Changes
Ending balance
Deferred income tax
assets
Temporary differences
Gains (losses) of
investments accounted $59,934 ($53,682) $ - $ - $6,252
for using equity method
Exchange differences
on translation of
- - 48,883 - 48,883
foreign financial
Provision for inventory
valuation loss
100,770 (35,570) - (4,515) 60,685
Loss of investments
under the cost approach
1,283 (510) - - 773
Book-tax difference for
depreciation
11,500 1,891 - - 13,391
Net defined benefit
liabilities
172,491 (1,464) 11,853 - 182,880
Remeasurement of
defined benefit plans:
1,693 - (470) 3,188 4,411
Loss carryforwards 50,907 2,906 - - 53,813
Others 165,013 33,479 - - 198,492
Subtotal $563,591 ($52,950) $60,266 ($1,327) $569,580
Deferred income tax
liabilities
Temporary differences
Unrealized exchange
gains
($2,045) ($1,763) $ - $ - ($3,808)
Exchange differences
on translation of (96,418) - 93,453 - (2,965)
foreign financial
Gain on overseas
investments using (2,721) (100,230) - - (102,951)
equity method
Timing difference of
revenue recognition
(2,029) (3,596) - - (5,625)
Subtotal ($103,213) ($105,589) $93,453 $ - ($115,349)
Total $460,378 ($158,539) $153,719 ($1,327) $454,231

228

Item
4. Items not recognized as deferred income tax assets:
Loss from investment accounted for using equity
December 31,
~~2017:~~
$579,446
December 31,
~~2016:~~
$569,338
Loss of investments under the cost approach 41,224 40,451
Loss carryforwards 713,223 739,296
Others 65,723 59,076
5. Information regarding the integrated income tax is as
Balance of shareholders' imputation credit
Item
December 31,
~~2017:~~
(Note)
follows:
December 31,
~~2016:~~
$534,140
Unappropriated earnings generated before 1997 (Note) -
Unappropriated earnings generated after 1998 (Note) 3,010,948
Item 2017 2016
Tax creditable ratio for distribution of earnings (Note) 22.00%
(Actual)

Note: The integrated income tax system and relevant regulations were abolished by the amendments to Income Tax Act which was announced and effected in February 2018.

6. The profit-seeking enterprise income tax of the Company is approved by the taxation authority

(XXXVII) Other Comprehensive Income

(XXXVII) Other Comprehensive Income
The effective portion of gain (loss) arising from
financial instruments that are designated as cash flow
Subtotal
Recognized in other comprehensive income
Items that may be reclassified subsequently to profit or
Unrealized valuation gain (loss) on available-for-sale
financial assets
Exchange differences on translation of foreign financial
statements
Share of associates and joint ventures accounted for
using equity method
Exchange differences on translation of foreign
financial statements
Unrealized valuation gain (loss) on available-for-sale
financial assets
Items that are not reclassified subsequently to profit or
Remeasurement of defined benefit plans
Share of associates and joint ventures accounted for
Subtotal
Item
2017
Before tax
$2,578
(30,121)
($27,543)
($1,665)
(337,699)
(232,908)
8,730
(5,103)
($568,645)
($596,188)
Income tax expense
(gain)
($811)
7,123
$6,312
$ -
40,842
44,408
-
-
$85,250
$91,562
Net value after tax
$1,767
(22,998)
($21,231)
($1,665)
(296,857)
(188,500)
8,730
(5,103)
($483,395)
($504,626)

229

Basic earnings per share (after tax) (NT$)(A)/(B)
(XXXVIII) Earning Per Common Share
Item
Less: Dividends for preferred shares
Net profit attributable to shareholders of the parent
Weighted average number of outstanding shares (thousand
shares)
Weighted average number of shares outstanding after
retrospective adjustment (shares in thousands) (B)
Share of associates and joint ventures accounted for
using equity method
Exchange differences on translation of foreign
financial statements
Unrealized valuation gain (loss) on available-for-sale
financial assets
Gain/loss oThe effective portion of gain (loss) arising
from financial instruments that are designated as cash
Subtotal
Recognized in other comprehensive income
Item
Net profit of the period attributable to the parent company
Items that are not reclassified subsequently to profit or
Remeasurement of defined benefit plans
Share of associates and joint ventures accounted for
using equity method
Subtotal
Items that may be reclassified subsequently to profit or
Unrealized valuation gain (loss) on available-for-sale
financial assets
Exchange differences on translation of foreign financial
statements
2016
Before tax
($71,478)
(26,336)
($97,814)
($5,850)
(849,812)
(110,297)
(168)
5,506
($960,621)
($1,058,435)
2017
$1,367,405
-
$1,367,405
1,821,176
1,821,176
$0.75
Income tax expense
(gain)
$11,853
(470)
$11,383
$ -
140,511
1,825
-
-
$142,336
$153,719
2016
$2,502,005
-
$2,502,005
1,718,090
1,821,176
$1.37
Net value after tax
($59,625)
(26,806)
($86,431)
($5,850)
(709,301)
(108,472)
(168)
5,506
($818,285)
($904,716)

The Company's shareholders' meeting held on June 22, 2017 had resolved to capitalize earnings and issue 103,086 thousand new shares . The base date for share capital increase was set on September 1, 2017. After retrospective adjustment for 2017 and 2016, the number of such shares were 1,821,176 thousand shares.

(XXXIX) Business Combination

2017:

  1. Acquisition of subsidiaries
Name
PT.GENBA INDO
RESOURCES
(Abbreviated as GIR
Date of Acquisition
August 1, 2017
Ownership with
voting rights
Consideration
Transferred
75%/ -
$9,371(Note)

Note: Transferred from investment prepaid.

230

Purposes and means of acquiring the aforementioned subsidiaries by the Group are stated as follows:

In consideration of long-term business development and the investment strategy of diversified management, the Group acquired from the Indonesian shareholders 75% shares of GIR corporation in 2014. However, due to the failure to obtain the permits for manufacture and management, which hindered the transfer of GIR’s major business to the Group, the Group recognized such investment as prepaid investment. In August 2017, GIR was consolidated into the Group’s financial statements due to the fact that the permits for mining and exploration had been obtained, a sign constituting control by the Group over GIR corporation.

  1. Assets acquired and liabilities assumed upon acquisition date
Net cash outflows (inflows)
Non-controlling interests
Less: Fair value of obtained identifiable assets
Goodwill arising out of acquisition
m the acquisition of subsidiaries
Consideration paid in cash
Less: Balance of cash and cash equivalents acquired
Current Liabilities
Other payables
Identifiable Net Assets
of acquisition
Consideration Transferred
Add: Fair value of previously held equity on acquisition
date
Current Assets
Cash and Cash Equivalents
Other non-current assets
GIR corporation
$13
22,838
(11,413)
$11,438
GIR corporation
$9,371
-
2,067
(11,438)
$ -
GIR corporation
$ -
(13)
($13)
  1. Goodwill arising out of acquisition

  2. Net cash outflows from the acquisition of subsidiaries

  3. Between the acquisition date and the end of 2017, revenue from the aforementioned subsidiaries was NT$ 0 thousand.

  4. If the business combination had occurred at the beginning of the year, the Group’s pro forma operating revenue would have been NT$ 71,158,662 thousand.

2016: None.

231

  • (XL) Transactions with Non-controlling Interests

  • Acquisition of additional equities in subsidiaries

    • 2017:

The Group had between January and December, 2017 purchased in cash additional equities of 45%, 16.06%, 0.04%, 26.92%, and 0.07% in subsidiaries, Kuo Chang Enterprise Co., Ltd., United Brightening Development Corp., Yieh Hsing Enterprise Co., Ltd., Tycoons Steel International Co., Ltd. (TSI), and EMMT Systems Corporation with NT$ 479,467 thousand, NT$ 275,217 thousand, NT$ 1,132 thousand, NT$ 106,470 thousand, and NT$ 254 thousand, resulting in the changes in its shareholding percentage from 54.04% to 99.04%, 79.5% to 95.56%, 56.39% to 56.43%, 67.31% to 94.23%, and 84.95% to 85.02%. Since the said transaction did not change the Group’s control over the said subsidiaries, it is deemed as an equity transaction.

Carrying amount of non-
controlling interests
acquired
Consideration paid to
non-controlling interests
Difference between the
price received from
acquisition or disposal of
a subsidiary and its book
value
Kuo Chang
Enterprise Co.,
Ltd
$574,790
(479,467)
$95,323
United
Brightening
Development
$309,749
(275,217)
$34,532
Co., Ltd.Yieh
Hsing
Enterprise Co.,
$1,310
(1,132)
$178
TSI
EMMT Systems
$107,673
$253
(106,470)
(254)
$1,203
($1)

2016

As of the period from January to December and August, 2016, the Group acquired in cash (1) 0.55% of additional equity in the subsidiary Yieh Hsing Enterprise Co., Ltd. with NT$ 16,320 thousand, resulting a change of its shareholding percentage from 55.84% to 56.39%; and (2) 16.91% of additional equity in the subsidiary United Brightening Development Corp. with NT$ 279,335 thousand, resulting a change of its shareholding percentage from 62.59% to 79.5%. Since the said transactions did not change the Group’s control over the said subsidiaries, they are deemed as an equity transaction:

Capital surplus - difference between the share price received from
acquisition or disposal of a subsidiary and its book value
Carrying amount of non-controlling interests acquired
Consideration paid to non-controlling interests
Yieh Hsing
Enterprise Co.,
Ltd..
United
Brightening
Development
$19,702
$321,089
(16,320)
(279,335)
$3,382
$41,754
  1. The Group failed to subscribe to the cash offering by subsidiaries in proportion to its shareholding percentage 2017:

The Group failed to subscribe to the cash offering by the subsidiary, Hong Yuh Assets Management Co.,Ltd., in February, 2017, resulting in an increase of its shareholding percentage from 67.27% to 80%. Since the said transaction did not change the Group’s control over the said subsidiary, it is deemed as an equity transaction:

Hong Yuh

Hong Yuh
Share of equity of subsidiaries net assets computed
using relative equity changes
Subscription in cash
Recognized Changes in ownership interests in
subsidiaries accounted for using equity method
Assets
$327,004
(350,000)
($22,996)

232

2016

The Group failed in February, March, and August 2016, to subscribe to new shares in the cash offering by subsidiaries, EMMT Systems Corporation, Hong Yuh Assets Management Co.,Ltd. and United Brightening Development Corp , in proportion to its shareholding percentage of such subsidiaries. Consequently, the shareholding percentage dropped from 93.86% to 84.95%, increased from 55% to 67.27%, and increased from 61.38% to 62.59%, respectively. Since the said transaction did not change the Group’s control over the said subsidiary, it is deemed as an equity transaction:

Subscription in cash
Share of equity of
subsidiaries net assets
computed using relative
Recognized Changes in
ownership interests in
subsidiaries accounted for
using equity method
EMMT Systems
($13,995)
16,155
$2,160
Hong Yuh Assets
Management Co.,Ltd.
United Brightening
Development Corp.
($150,000)
($45,869)
138,794
52,374
($11,206)
$6,505

VII. Related-Party Transactions

  • (I) The parent company and ultimate controller:

The Company is the ultimate controller of the Group.

  • (II) The names and relations of related parties
Name of related party Relations with the consolidated company
Yieh United Steel Corporation Associate
Yieh Mau Corporation Associate
Synn Industrial Co., Ltd. Associate
ASIAZONE CO., LTD. Associate
Skylark Hot Spring & Resort Corp. Associate
Cheng Shin Security Co., Ltd. Associate
Eliter International Corp. Associate
UniPattern Corporation Associate
E-Da Bus Co., Ltd. Associate
E-Da Development Co., Ltd Associate
E United Japan Co., Ltd. Associate
E-Da Visual Effects Company Limited. Associate

233

Yieh Hong Enterprise Co., Ltd.

Yieh Mau Corp.

Yieh Mau Steel Materials Trading (Shanghai) Co., Ltd. Angang Hanyang (Guangzhou) Stainless Steel Corporation Angang Lianzhong (Guangzhou) Stainless Steel Corporation

Fujian Lian Wei Logistics Co., Ltd.

PT. ASIAMAX MINING INDONESIA

Skylark International Hotel Co., Ltd.

Pacific Harbor Stevedoring Corporation Royal Palace Hong Kong Style Restaurant Co., Ltd.

Jinghua Commercial Asset Management Limited

Shih-Ching Enterprise Co. Ltd. I-Hsiang-Le International Co., Ltd Yunyu Investment Co., Ltd. New Spring Construction Corp. E-Da Royal Hotel Company Ltd. E-Da Hospital E-Da Health Management Consulting Co., Ltd. I-Shou University I-Shou University Internship Center Muzee Corporation Long Hua Travel Services Co., Ltd. Yi-Shou Lin

Other related parties Other related parties Other related parties Other related parties Other related parties Other related parties Other related parties Other related parties Other related parties Other related parties Other related parties Other related parties Other related parties Other related parties Other related parties Other related parties Other related parties Other related parties Other related parties Other related parties Other related parties Other related parties Other related parties

(III) Significant Transactions between Related Parties

Balance and transactions between the Company and subsidiaries (i.e., related parties) were eliminated and not disclosed when preparing such consolidated financial statements. Disclosure of related party transactions are as follows:

1. Operating revenue

Accounting subject
Sales revenue
Construction revenue
234
Type of related party
Associates
Other related party
Total
Associates
Other related party
Less: Less: sales discount
Subtotal
Less: construction revenue
combined and eliminated
Total
2017
2016
$3,303,136
$3,433,260
1,304,156
363,949
$4,607,292
$3,797,209
$2,779
$272
542,255
820,506
-
(95)
545,034
820,683
(437,237)
(813,190)
$107,797
$7,493

(A) Selling price to the Group's related parties, including hot rolled steel coils, galvanized steel coils, scraps (bars), etc. and trading terms are the same with those to other customers. Payment periods were within one to two months.

(B) Selling price of hot rolled steel coil to related parties are set with reference to the purchase price of a nonrelated party as a trading counterpart. Payment term is 3 months.

(C) Selling price of carbon steel and steel scraps to related parties are set with reference to the purchase price of a non-related party as a trading counterpart. Payment term is monthly, and closes in 15 days.

(D) The construction contracts between the Group and above-mentioned related parties were established at prices negotiated by both parties. Contract proceeds were collected according to the collection clauses stated in these contracts. Unless agreed on by both parties, payments cannot be delayed. (E) Since the Group contracted from and sub-contracted to related parties a portion of steel construction engineering at the same time, where the construction engineering belonged to the same project, the accounting treatment of which was deemed the same as such project would have been managed and supervised by other related parties. For 2017 and 2016, the eliminated construction revenues were NT$ 437,237 thousand and NT$ 813,190 thousand respectively.

2. Purchases

Other related party
Total
Type of related party
Associates
Yieh United Steel Corporation
2017
2016
$5,448,009
$5,168,322
3,698,952
2,312,714
$9,146,961
$7,481,036

Items purchased by the Group from above related parties were mainly stainless billets and carbon steel billets. The purchase prices are similar to that offered to other suppliers. Payment term is LC at sight or T/T before shipment (not significantly different than terms to other suppliers).

  1. Accounts receivable - related parties (excluding loans to related parties)
Accounting subject
Notes receivable
Type of related party
Associates
Other related party
Total
Less: Changes in
allowance for doubtful
accounts:
Net
December 31, 2017:
December 31, 2016:
$7
$7
798
218
$805
$225
-
-
$805
$225

235

Accounts Receivable
Associates
Yieh United Steel
Corporation
Others
Other related party
Total
Less: Changes in
allowance for doubtful
Net
Construction Contract
Receivable
Associates
Other related party
New Spring
Construction Corp.
Total
Less: Changes in
allowance for doubtful
Net
Other receivables
Associates
Yieh United Steel
Corporation
Others
Other related party
Yi-Shou Lin
Others
Total
Less: Changes in
allowance for doubtful
Deferred gain from
disposal of land
Net
$203,110
242,873
314,939
$760,922
(1,014)
$759,908
$2,167
190,033
$192,200
-
$192,200
$17,551
725
15,697
35,487
$69,460
-
(19,399)
$50,061
$798,265
120,716
3,861
$922,842
(598)
$922,244
$301
344,114
$344,415
-
$344,415
$51,039
674
15,697
35,049
$102,459
-
(19,399)
$83,060

For deferred gains from disposal of land, please refer to Note 6 (6).

4. Accounts payble - related party (excluding loans from related parties)

Accountingsubject
Notes payable
Accounts payable
Other payables
Advance Receipt
Type of relatedparty
Associates
Other related party
Total
Associates
Other related party
Total
Associates
Other related party
Total
Other related party
December 31,2017:
$1,244
2,815
$4,059
$322
11,977
$12,299
$13,947
108,611
$122,558
$110
December 31,2016:
$3,888
3,389
$7,277
$ -
7,572
$7,572
$4,294
6,796
$11,090
$69

236

  1. Prepayments
Type of relatedparty
Other related party
Associates
Total
December 31,2017:
$77,217
16
$77,233
December 31,2016:
$54,650
549
$55,199
  • 6.Asset transactions

  • (1) Property, plant and equipment acquired:

2017:

Type of related party /
~~Name~~
Associates
Other related party
New Spring Construction
Corp.
Others
Transaction target
Transaction amount
Construction-in-progress
(Note 1)
$1,222,764
Transportation equipment
(Note 2)
315
Machinery equipment
(Note 2)
844

(Note 1) The said transaction price was by reference to appraisal reports offered by professional institutions, and were agreed on by both parties upon negotiation. As of December 31, 2017, the unpaid portion was NT$ 71,035 (Note 2) The above-mentioned transaction price was agreed on by both parties upon negotiation with reference to appraisal reports. As of December 31, 2017, the transaction price was fully paid.

2016
Type of related party /
~~Name~~
Other related party
New Spring Construction
Corp.
Associates
Transaction target
Transactionamount
Construction-in-progress
(Note 1)
$1,441,672
Other equipment (Note 2)
2,372

(Note 1) The above-mentioned transaction price was agreed on by both parties upon negotiation with reference to appraisal reports. As of December 31, 2016, the transaction price was fully paid.

(Note 2) The above-mentioned transaction price was agreed on by both parties upon negotiation with reference to appraisal reports. As of December 31, 2016, the unpaid amount was NT$ 267 thousand.

(2) Disposal of property, plant, and equipment:

2017:

Type of related party /
~~Name~~
Other related party
Transaction target
Other equipment
Transactionamount
Gains or lossfromdisposal
$126
$2

The above-mentioned transaction price was agreed on by both parties upon negotiation. As of December 31, 2017, all the transaction amount was fully collected.

2,016
Type of related party /
~~Name~~
Other related party
Transaction target
Other equipment
Transactionamount
Gains or lossfromdisposal
$143
$99

The above-mentioned transaction price was agreed on by both parties upon negotiation. As of December 31, 2016, all the transaction amount was fully collected.

237

  • (3) Acquisition of investment property: None.

  • (4) Disposal of investment property: None.

  • (5) Acquisition of financial assets: None:

  • (6) Disposal of financial assets: None:

  • (7) Acquisition of other assets:

2017:
Type of related party /
~~Name~~
Associates
Yieh United Steel
Corporation
Yieh United Steel
Corporation
Yieh United Steel
Corporation
Transaction amount
$479,467
275,217
106,470
21,843 thousand shares of United Brightening
Development Corp.
14,000 thousand shares of TYCOONS STEEL
INTERNATIONAL CO., LTD
Transaction target
42,925 thousand shares of Kuo Chang Enterprise Co., Ltd.

The above-mentioned transaction price of shares was agreed on by both parties upon negotiation with reference to the net worth per share of the investees. As of December 31, 2017, transactions were fully paid.

2016
Type of related party /
~~Name~~
Other related party
Yunyu Investment Co.,
Ltd.
Associates
Yieh United Steel
Corporation
Transaction amount
$39,960
279,335
Transaction target
3700 thousand shares of UniPattern Corporation
23,000 thousand shares of United Brightening
Development Corp.

The above-mentioned transaction price of shares was agreed on by both parties upon negotiation with reference to the net worth per share of the investees. As of December 31, 2017, transactions were fully paid.

(8) Disposal of other assets: None:

  1. Loan to related parties: None.

  2. Loan from related parties: None.

  3. Endorsements and Guarantees: None.

238

11. Others

  • (1) Miscellaneous income
Type of related party
Associates
Other related party
Total
2017
2016
$25,154
$21,401
3,683
4,996
$28,837
$26,397

These are mainly technical service income, and rent income. The rent price is determined by contract and received monthly or quarterly.

(2) Miscellaneous expenses

Type of related party
Associates
Other related party
Total
2017
2016
$63,838
$62,142
155,826
131,534
$219,664
$193,676

These are mainly service charges, export expenses, and rent expense. The rent price is determined by contract and paid monthly or quarterly.

  • (3) Construction contracts

  • (a) Unfinished construction contracts with related parties as of December 31, 2017 were as follows:

Type of related party /
~~Name~~
Associates
Other related party
New Spring Construction
Corp.
Name of construction
LED screen construction,
etc.
Above-ground structures
construction for E-Da Asia
Construction contract
receivable
Total contract price
Construction Contract
~~Payable~~
$3,300
$2,167
-
$1,965,123 (Note)
$190,033

239

(b) Unfinished construction contracts with related parties as of December 31, 2016 were as follows:

Type of related party /
Name
Associate
Other related party
New Spring Construction
Corp.
Name of construction
Manufacturing and
installation of
Above-ground
structures construction
Total contract
price
Construction
contract receivable /
$770
$301
-
1,820,723 (Note)
344,114

(Note) As stated in Note 7. (3). 1. (E), where the Group contracts from and sub-contracts to related parties the same construction project, the accounting treatment of which is deemed the same as such construction project would have been commissioned to other related parties to manage and supervise.

(4) Where the Group participated in the cash offering by related parties and consequently increased its investment are disclosed as follows:

2017:

2017:
Investee
Associates
Yieh United Steel
Corporation
Eliter International Corp.
Others
Others
Other related party
Skylark International
Hotel Co.,Ltd.
Shares (thousand
shares)
used
29,268
204,876
34,845
348,450
760
7,600
1,500
15,000
6,840
68,397
Investment Increment
Share Holding %
Shares (thousand
shares)
29,268
34,845
760
1,500
6,840
Before capital
increase
After capital
increase
29.31%
29.08%
(Note)
(Note)
-
38.00%
41.11%
43.33%
13.68%
13.68%

2016

2016
Investee
Associates
Eliter International Corp.
E-Da Development
Corp.
Shares (thousand
shares)
used
23,685
236,850
20,630
206,305
Investment Increment
Share Holding %
Shares (thousand
shares)
23,685
20,630
Before capital
increase
After capital
increase
43.85%
43.56%
(Note)
(Note)

(Note) Subscription to associates’ preferred stock, listed as “debt instrument investments for which no active market exists”

240

(IV) Information about remunerations to the major management:

Item 2017 2016
Salary and other short-term employee benefits $90,443 $93,182
Benefits after retirement 1,281 1,440

Other long-term employee benefits
-
-

Termination benefits
-
-

Share-based payments
-
-
Total $91,724 $94,622

VIII. Pledged Assets

The Company provided certain assets as collateral mainly for bank loans and performance guarantee:

Total
Sub-total of other financial assets - non-current
Property, plant and equipment (net)
Long-term prepaid rent - land-use right (including
current portion)
Investment property
Investments accounted for using equity method
Accounts Receivable
Pledged demand deposits
Pledged time deposits
Sub-total of other financial assets - current
Pledged demand deposits
Pledged time deposits
Item
December 31, 2017:
December 31, 2016:
$417,392
$274,593
790,632
709,763
$1,208,024
$984,356
$62,970
$55,071
857
40,857
$63,827
$95,928
$22,230,058
$23,843,645
65,373
68,333
865,317
866,164
1,557,457
1,538,104
132,861
-
$26,122,917
$27,396,530

IX. Important Contingent Liabilities and Unrecognized Contractual Commitments

(I) As of December 31, 2017 and 2016, guarantee notes provided by the Group to banks and owners for its borrowings, purchase, performance and warranty were NT$ 49,601,183 thousand and NT$ 52,173,711 thousand respectively.

(II) Guarantee notes received for contract performance bond and purchase promise totaled NT$ 365,379 thousand and NT$ 408,434 thousand on December 31, 2017 and 2016 respectively.

(III) Unused letters of credits issued by the Group as of December 31, 2017 and 2016 were as follows:

Item
L/C amount
Unit: In Thousands of
NTD
December 31, 2017:
December 31, 2016:
USD 19,998
USD 36,287
NTD 563,351
NTD 575,072
JPY 508
JPY 8,459
EUR 120
AUD 13

241

(IV) As of December 31, 2017 and 2016, guarantee provided by banks for performance and warranty of the Group amounted to NT$ 12,930 thousand, and NT$ 194,543 thousand respectively.

(V) The Company entered into raw material purchase agreements with suppliers of billets, including OUTOKUMPU, MUKAND, and Feng Hsin Steel. The price was agreed on by both parties upon negotiation. As of December 31, 2017, the unperformed portion totaled 17,996 tons, amounting to NT$ 327,890 thousand.

(VI)Material Capital Expenditure Committed but not Incurred:

amounted to NT$ 12,930 thousand, and NT$ 194,543 thousand respectively.
(V) The Company entered into raw material purchase agreements with suppliers of billets, including OUTOKUMPU,
MUKAND, and Feng Hsin Steel. The price was agreed on by both parties upon negotiation. As of December 31, 2017,
the unperformed portion totaled 17,996 tons, amounting to NT$ 327,890 thousand.
(VI)Material Capital Expenditure Committed but not Incurred:
amounted to NT$ 12,930 thousand, and NT$ 194,543 thousand respectively.
(V) The Company entered into raw material purchase agreements with suppliers of billets, including OUTOKUMPU,
MUKAND, and Feng Hsin Steel. The price was agreed on by both parties upon negotiation. As of December 31, 2017,
the unperformed portion totaled 17,996 tons, amounting to NT$ 327,890 thousand.
(VI)Material Capital Expenditure Committed but not Incurred:
amounted to NT$ 12,930 thousand, and NT$ 194,543 thousand respectively.
(V) The Company entered into raw material purchase agreements with suppliers of billets, including OUTOKUMPU,
MUKAND, and Feng Hsin Steel. The price was agreed on by both parties upon negotiation. As of December 31, 2017,
the unperformed portion totaled 17,996 tons, amounting to NT$ 327,890 thousand.
(VI)Material Capital Expenditure Committed but not Incurred:
amounted to NT$ 12,930 thousand, and NT$ 194,543 thousand respectively.
(V) The Company entered into raw material purchase agreements with suppliers of billets, including OUTOKUMPU,
MUKAND, and Feng Hsin Steel. The price was agreed on by both parties upon negotiation. As of December 31, 2017,
the unperformed portion totaled 17,996 tons, amounting to NT$ 327,890 thousand.
(VI)Material Capital Expenditure Committed but not Incurred:
Item
December 31,2017:
December 31,2016:
$4,788,422
$3,312,405

Property, plant and equipment
(VII)Establishment of important construction contracts
1. As of December 31, 2017, estimated total contract costs, contract costs paid, and expected completion dates for
contracts of an amount over NT$150,000 thousand signed but not completed are summarized below:
Type of construction

Contract price
Total estimated
construction cost
Construction cost paid
Completion %
~~Expected year of~~
completion
Accumulated profit or loss
recognized
Note 1:
~~Construction of~~
international multi-purpose
business building with
Hwa Xung Kee Tai
216,736
218,372
213,626
97.83%
2018
(1,636)
Construction and
installation of 40T42M
tracked overhead container
crane pier 40T
42M
tracked overhead crane for
containers Construction
202,300
208,106
112,670
54.14%
2018
(5,806)
~~Construction of plant No. 3~~
for Taiwan YKK Co., Ltd.
in Jhongli District by
Chung-Lu Construction
~~Co. Ltd.(Note 2)~~
258,773
255,515
246,942
96.64%
2018
3,148
~~, ~~
~~Main structure of the~~
commercial building at
Banciao by Sun Pao Tsun
Construction Co., Ltd.
~~(Note 3)~~
154,930
162,395
160,166
98.63%
2018
(7,465)

~~6 40T-gantry cranes for~~
containers at No. 120
Wharf of Kaohsiung Port
(Note 4)
311,100
277,668
257,168
92.62%
2018
30,964

~~Construction of BOX steel~~
pillars for Tianhui
Precision Plant of Jiang
Chen Industrial Co., Ltd.
220,806
224,596
53,543
23.84%
2019
(3,790)

(Note 1): Contract amount increased by NT$ 2,958 thousand and total cost increased by NT$ 1,772 thousand during the period.

(Note 2): Contract amount increased by NT$ 5,000 thousand and total cost increased by NT$ 2,913 thousand during the period.

(Note 3): Contract amount increased by NT$ 461 thousand and total cost decreased by NT$ 6,706 thousand during the period.

(Note 4): Construction cost decreased by NT$ 25,903 thousand during the period.

242

  1. As of December 31, 2016, estimated total contract costs, contract costs paid, and expected completion dates for contracts of an amount over NT$150,000 thousand signed but not completed are summarized below:
contracts o an amount ov er $5, tousan sg ne ut not compete are sum
arze eow:
Type of construction
Contract price
Total estimated
construction cost
Construction cost paid
Completion %
~~Expected year of~~
completion
Accumulated profit or loss
recognized
Construction of
Condominium with Tunwei
159,348
171,286
168,679
98.48%
2017
(11,938)
(Note2)
~~Construction of~~
international multi-purpose
business building with
Hwa Xung Kee Tai
213,778
216,600
207,855
95.96%
2017
(2,822)
~~Construction of plant No. 3~~
for Taiwan YKK Co., Ltd.
in Jhongli District by
Chung-Lu Construction
~~Co. Ltd.~~
253,773
252,602
210,083
83.17%
2017
974
~~,~~
~~Main structure of the~~
commercial building at
Banciao by Sun Pao Tsun
Construction Co., Ltd.
~~(Note 3)~~
154,469
169,101
158,101
93.50%
2017
(14,632)

6 40T-gantry cranes for
containers at No. 120
Wharf of Kaohsiung Port
(Note 4)
311,100
303,571
230,071
75.79%
2017
5,706

(Note 1): Contract amount increased by NT$ 1,133 thousand and total cost increased by NT$ 3,072 thousand during the period.

(Note 2): Contract amount increased by NT$ 20,808 thousand and total cost increased by NT$ 23,867 thousand during the period.

(Note 3): Contract amount increased by NT$ 8,184 thousand and total cost increased by NT$ 6,381 thousand during the period.

(Note 4): Construction cost decreased by NT$ 12,839 thousand during the period.

(VIII) Operating lease contracts:

As a lessee:

The Group has leased assets including Yulin Section (Qiaotou plant) under an operation lease agreement with a term from 1996 to 2050. The Group has the right to renew the lease upon expiration. Lease expense amounted to NT$ 24,427 thousand and NT$ 25,183 thousand were recognized for 2017 and 2016 respectively. Moreover, total future minimum lease payment payable due to irrevocable contracts is as follows:

Item
No more than 1 year
More than 1 year but no more than 5 years
Over 5 years
Total
December 31,2017:
$9,706
15,577
68,482
$93,765
December 31,2016:
$15,484
17,308
71,406
$104,198

243

(IX) Great Emperor Hotel CO., LTD. ( the former E-Da Royal Skylark Hotel Co., Ltd.) and Kingsgarden International CO., LTD. ( the former Kaohsiung E-Da Metropolis Co., Ltd.), two subsidiaries, entered syndicated loan agreements with Land Bank of Taiwan and First Commercial Bank in August 2014. According to the contract, the Group and its related parties shall jointly hold more than 50% of Kingsgarden International CO., LTD. and Great Emperor Hotel CO., LTD.’s issued shares and gain the majority of directors' seats at all times. Yieh Hsing Enterprise Co., Ltd., a subsidiary, held 100% of Kingsgarden International CO., LTD.and Great Emperor Hotel CO., LTD., and acquire all

  • X. Significant Disaster Losses: None.

XI. Significant Subsequent Events: None.

XII. Others

  • (I) Capital risk management

As the Group needs to maintain sufficient capital to meet the needs for expansion and plant and equipment improvement, capital management of the Group focuses on ensuring there are sufficient financial resources and operating plans to meet the demands for operating capital, capital expenditure, research and development expense, loan repayment and dividend distribution in the next 12 months.

  • (II) Financial instruments

  • Fair value information of financial instruments

  • (1) Financial instruments not measured at fair value

Management of the Group thinks that the carrying amount of financial instruments not measured at fair value, including cash and cash equivalents, accounts receivables, other financial assets, refundable deposits, short-term loans, short-term bills payable, accounts payable, long-term loans (including current portion), deposits received, long-term payables , approximate their fair value or their fair value cannot be reliably measured (financial assets carried at cost and debt instruments investment with no active markets), except for the following:

December 31, 2017: None

244

Item December 31, 2016 December 31, 2016
Fair value
Carrying Amount
$278,469
Level 1:
$ -
Level 2:
Level 3:
$278,933
$ -
Financial liabilities:
Bonds payable

(2) Financial instruments measured at fair value: please refer to Note 12 (4).

(III) Financial risk management policies:

The Group’s daily operations are affected by various financial risks, e.g. market risk (including exchange rate, interest rate and price risks), credit risk and liquidity risk. The Group is devoted to identify, assess and avoid market uncertainties in order to eliminate the potential adverse effects of market changes on the financial performance.

Before engaging in significant transactions, due approval process by the Board of Directors must be carried out based on related protocols and internal control procedures. While the financial plan is underway, the Group shall comply with relevant financial operation procedures on the overall financial risk management and segregation of duties at all times.

  1. The nature and degree of significant financial risks

(1) Market risk

A. Foreign exchange rate risk

(A) The Group is exposed to exchange rate risk arising from the sales, purchases and borrowings in currencies other than the Group’s functional currency, as well as from net investment of foreign operations. Functional currencies adopted by entities within the Group mainly comprise New Taiwan Dollars, with few RMB and USD. However, such transactions are denominated mainly in RMB and USD. To avoid a decrease in the value of assets dominated in foreign currency and volatility in future cash flows due to changes in exchange rates, the Group hedges the exchange rate risk with foreign-currency borrowings and derivative financial instruments (including forward exchange agreements and cross currency swaps). Those derivative financial instruments can diminish but not completely eliminate the impacts of changes in exchange rate. As net investments in foreign operations are strategic investments, the Group does not hedge for those activities.

245

(B) Exchange rate exposure and sensitivity analysis:

Foreign
currency (Note)
Exchange
rate
(Foreign currency: Functional currency)
Financial assets
Monetary items
USD:NTD
90,760
29.760
USD:RMB
57,960
6.5079
RMB:USD
40,473
0.1536
USD:IDR
66,191,403
13,555
Investments accounted for using equity method
USD:NTD
32,401
29.760
Financial liabilities
Monetary items
USD:NTD
10,008
29.760
USD:RMB
164,995
6.5079
Foreign
currency (Note)
Exchange
rate
(Foreign currency: Functional currency)
Financial assets
Monetary items
USD:NTD
61,496
32.2500
USD:RMB
51,357
6.9370
RMB:USD
103,855
0.1442
Investments accounted for using equity method
USD:NTD
30,367
32.2500
Financial liabilities
Monetary items
USD:NTD
2,686
32.2500
USD:RMB
116,374
6.9370
RMB:USD
52,889
0.1442
Foreign
currency (Note)
Exchange
rate
December 31, 2017
Carrying Amount
(New Taiwan
Dollars)
Sensitivity Analysis
Range of
change
Effects on gain
or loss
Effects on
Equity
Up 1%
27,001 -
Up 1%
17,249 -
Up 1%
1,851 -
Up 1%
1,457 -
Up 1%
-
9,643
Up 1%
(2,978) -
Up 1%
(49,102) -
December 31, 2016
2,700,101
1,724,905
185,079
145,693
964,255
297,831
4,910,239
Carrying Amount
(New Taiwan
Dollars)
Sensitivity Analysis
Range of
change
Effects on gain
or loss
Effects on
Equity
Up 1%
19,797 -
Up 1%
16,563 -
Up 1%
4,828 -
Up 1%
-
9,793
Up 1%
(866) -
Up 1%
(37,531) -
Up 1%
(2,459) -
1,979,698
1,656,258
482,820
979,332
86,636
3,753,068
245,880

If NTD appreciated against the abovementioned currencies, held all other variables constant, the impact generated as of December 31, 2017 and 2016 would stay the same with reverse result.

Note: Referring to non- functional currency of the respective consolidated entities denominated in foreign currency, including inter-group transaction items that have been written off, and exchange risks that can not be fully written off.

246

(C) Due to the exchange rate volatility, total exchange gains and losses (including realized and unrealized) from the Group’s monetary items amounted to NT$ 28,795 thousand and NT$ (81,260) thousand for 2017 and 2016

B. Price risk

The Group’s investment was classified in the consolidated balance sheets as available-for-sale financial assets, or financial assets measured at fair value through profit or loss. Therefore, the Group was exposed to price risks from equity instruments, bond fund, and financial bonds.

Prices of listed equity instruments and mutual funds held by the Group will be impacted by the uncertainty of future prices. If the prices of those equity instruments went up (down) by 1%, held all other variables constant, the net income after tax for 2017 and 2016 will increase by NT$ 595 thousand or decreased by NT$ 1,138 thousand respectively as a result of impact from the gains or losses from equity instruments at fair value through profit or loss; the impact on shareholders equity will increased by NT$ 449 thousand or decreased by NT$ 466 thousand respectively as a result of the gains or losses from available-for-sale equity instruments.

C. Interest rate risk

Interest rates of interest-bearing financial instruments held by the Group as of the reporting date are summarized as follows:

ows:
Item
Fixed-rate instruments:
Financial assets
Financial liabilities
Net
Floating-rate instruments:
Financial assets
Financial liabilities
Net
Carrying Amount
December 31, 2017:
$2,952,084
(989,011)
$1,963,073
$5,890,875
(48,793,039)
($42,902,164)
December 31, 2016:
$2,829,572
(957,482)
$1,872,090
$5,929,260
(41,984,074)
($36,054,814)
  • (A) Sensitivity analysis of fixed-interest instruments:

The Group possessed no material fixed-interest assets or liabilities at fair value through profit and loss or available for sale. No derivative instruments (interest swap) qualifying as hedging tools under hedge accounting, was engaged to hedge fair value. Therefore, the fluctuation in interest rate on reporting date will not affect the income and other comprehensive income.

247

  • (B) Sensitivity analysis of floating-interest instruments:

The interest-fluctuate instruments possessed by the Group were floatinginterest assets (liabilities). Therefore the effective interest rate, as well as the future cash flows, changes along with the market movement. Every one percent increase (decrease) in the interest will increase (reduce) the net profit by (429,022) thousand and (360,548) thousand, respectively for 2017 and 2016.

  • (2) Credit risk

Credit risk refers to the risk of financial loss to the Group arising from default by counter-parties of financial instruments on the contract obligations. Credit risk of the Group mainly comes from receivables under operating activities and bank deposits and other financial instruments under investing activities. Credit risks related to operation and finance risks are managed separately. A. Credit risk related to operations:

To maintain the quality of accounts receivable, the Group has established the procedures for credit risk management with regards to its operations. Risk assessment on individual customer includes factors that could affect the customer's ability to pay, such as the customer's financial status, the Group’s internal credit ratings, historical transactions and current economic conditions. As of December 31, 2017 and 2016, the top ten clients accounted for 46.96% and 36.78% respectively of the Group’s accounts receivable. No significant credit concentration risk was shown from the remaining accounts receivables.

  • B. Financial credit risk

The credit risks of bank deposits and other Financial instruments are measured and monitored by the Group’s financial departments. The Group does not expect significant credit risk because the counter-parties are creditworthy and investment-graded financial institutions, companies and government agencies without any significant default concerns. C. The Group uses collaterals and other credit enhancement to avoid credit risks from financial assets:

The following table shows the maximum exposure to credit risk regarding financial assets recognized in the consolidated balance sheet, pledged collaterals, master netting arrangements and other credit enhancement held by the Group :

Decreased amount of maximum exposure to credit risks

Decreased amount of maximum exposure to credit risks Decreased amount of maximum exposure to credit risks Decreased amount of maximum exposure to credit risks ks
December 31, 2017: Collateral
Master Netting
Arrangements
Other Credit
Enhancement
Total
$ -
$ -
$1,819,026
$1,819,026
Decreased amount of maximum exposure to credit risks
Total
Receivables (including
related parties)
December 31, 2016:
$1,819,026
Collateral
$ -
Master Netting
Arrangements
$ -
Other Credit
Enhancement
Total
$1,306,962
$1,306,962
Receivables (including
related parties)

248

  • (3) Liquidity risk

  • A. Liquidity risk management

The Group’s objecting in managing liquidity risk is to maintain a sufficient level of cash and cash equivalents, highly-liquid marketable securities and credit lines with banks for daily operations in order to ensure the financial flexibility of the Group.

B. The table below shows an analysis of the financial liabilities held by the Group with defined repayment terms based on maturity dates and undiscounted payment at maturity:

Non-derivative
financial
Short-term loan
Short-term bills
payable
Notes payable
Accounts
payable
Other payables
Long-term loans
(including
current portion)
Deposits
received
Total
Derivative
financial
Cross currency
swaps
December 31, 2017 December 31, 2017 December 31, 2017
Less than 6
months
7-12 months
1-2 years 2-5 years Over 5 years Contractual
cash flows
Carrying
Amount
$13,477,497
$2,348,026
990,000 -
1,816,199
295
1,114,431 -
1,629,122
5,025
2,272,767
1,422,726
290 -
$ -
-
-
-
-
4,352,947
-
$ -
-
-
-
-
20,629,759
12,349
$ -
-
-
-
-
4,400,140
2,000
$15,825,523
990,000
1,816,494
1,114,431
1,634,147
33,078,339
14,639
$15,825,523
989,011
1,816,494
1,114,431
1,634,147
32,967,516
14,639
$21,300,306
$3,776,072
$4,352,947 $20,642,108 $4,402,140 $54,473,573 $54,361,761
$21,033 $21,033 $21,033
Non-derivative
financial
Short-term loan
Short-term bills
payable
Notes payable
Accounts
payable
Other payables
Bonds payable
(including
current portion)
Long-term loans
(including
current portion)
Deposits
received
Total
December 31, 2016 December 31, 2016 December 31, 2016
Less than 6
months
7-12 months
1-2 years 2-5 years Over 5 years Contractual
cash flows
Carrying
Amount
$9,510,250
$1,004,257
-
680,000
2,093,951
299
1,193,816 -
1,691,722
9,066
-
278,940
3,027,453
1,821,211
-
-
$ -
-
-
-
-
-
4,525,739
-
$ -
-
-
-
-
-
17,034,452
16,739
$ -
-
-
-
-
-
5,165,475
2,000
$10,514,507
$10,514,507
680,000
679,013
2,094,250
2,094,250
1,193,816
1,193,816
1,700,788
1,700,788
278,940
278,469
31,574,330
31,469,567
18,739
18,739
$17,517,192
$3,793,773
$4,525,739 $17,051,191 $5,167,475 $48,055,370
$47,949,149

The Group does not expect a maturity analysis of which the cash flows timing would be significantly earlier, or the actual amount would be significantly different.

249

(IV) Fair Value Information:

  1. For information on fair value of financial assets and financial liabilities not measured at fair value, please refer to Note 12. (2). 1.

For fair value of investment property measured at cost, please refer to Note 6 (XV). For fair value of investments in associates with quoted prices in an open market, please refer to Note 6(X)

  1. Definition of the three levels in fair value:

Level 1:

Level 1 inputs are quoted prices in active markets for identical instruments.

An active market is a market that meets all of the conditions set below: the items traded in the market are homogeneous, willing buyers and sellers can normally be found at any time and prices are available to the public. The fair value of the Group's investments in listed stocks, beneficiary certificates, on the-run Taiwan government bonds and derivatives with quoted prices in an active market are all level 1 inputs.

Level 2:

Level 2 Inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. The fair value of the Group's investments in off the-run government bonds, corporate bonds, bank debentures, convertible corporate bones and the majority of derivative instruments are all Level 3:

Level 3 inputs refer to inputs used in the fair value measurement that are not observable or accessible from the market. Some derivative instruments and equity instruments with no active market held by the Group are all level 3 assets.

3. Fair value hierarchy:

The fair value hierarchy of financial instrument measured at fair value on a recurring basis is disclosed as follows: Information about the Group’s fair value hierarchy is disclosed in the following table:

Equity securities
Total
Item
Assets:
Recurring fair value
Financial assets at fair value through profit
and loss
Non-derivative financial assets held for
trading
Available-for-sale financial assets
December 31, 2017 December 31, 2017
Level 1: Level 2: Level 3:
Total
$ -
$59,533
-
44,910
$ -
$104,443
$49,534
44,910
$9,999
-
$94,444 $9,999

250

Liabilities:

Liabilities:
Equity securities
Total
Assets:
Recurring fair value
Financial assets at fair value through profit
and loss
Non-derivative financial assets held for
trading
Derivative financial instruments
Available-for-sale financial assets
Item
Recurring fair value
Financial liabilities at fair value through
profit and loss
Derivative financial instruments
$ - $21,033 $ - $21,033
December 31, 2016
Level 1: Level 2: Level 3: Total
$103,795
-
46,575
$9,999
16,073
-
$ -
-
-
$113,794
16,073
46,575
$150,370 $26,072 $ - $176,442
  1. Fair value valuation technique for instruments measured at fair value:

(1) The fair value of financial instruments with quoted prices in active markets is the quoted market prices. Market prices published by major trading centers and exchanges for on-the-run government bonds are the basis for the fair value of listed equity instruments and debt instruments with quoted prices in active markets. A market is regarded as active if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service or regulatory agency, and those prices represent actual and regularly occurring market transactions on an arm's length basis. If one of the conditions fails, the market is not deemed active.In general, indications of an inactive market include a wide bid-ask spread, a significant increase in the bid-ask spread and low level of trading volume. The fair value of financial instruments with active markets held by the Group are stated by their natures and types as follows:

a. Listed stocks: closing prices

b. Open-end funds: net worth

(2) When evaluating financial instruments that are non-standard and with lower complexity, e.g. debt instruments with no active markets, interest rate swaps, foreign exchange swaps and options, the Group adopts valuation techniques that are commonly used by market participants. The parameters used in the valuation models for those financial instruments are normally observable data in the market.

(3) Valuation of derivative financial instruments adopts valuation models that are commonly used by market participants, e.g. discounted cash flows method and option pricing model.

251

(4) Outputs from the valuation models are estimates and valuation techniques may not be able to reflect all relevant factors of the financial and non-financial instruments held by the Group. Therefore, when needed, estimates from the valuation model would be adjusted based on additional parameters, e.g. model risk or liquidity risk. According to the Group's policies of fair value valuation management and relevant control procedures, the Group's management considers that valuation adjustments as being necessary and appropriate for a fair and just presentation of financial and non-financial instruments on the consolidated balance sheet. Every price data and parameters used in the valuation is reviewed thoroughly and adjusted for current market conditions.

(5) The Group incorporates the adjustment of credit risk assessment into the fair value measurement of financial and non-financial instruments to reflect the credit risk of counterparty and the credit quality of the Group.

  1. Transfers between Level 1 and Level 2 fair value hierarchy: None

  2. Statement of changes in Level 3 fair value hierarchy: None.

  3. Quantitative information about the significant unobservable inputs (level 3) used in the fair value measurement : None.

  4. Valuation process for Level 3 fair value measurement: Not applicable.

  5. For measurement of Level 3 fair value, the sensitivity analysis of reasonably possible alternative assumptions on fair

(V) Transfer of financial assets: None.

(VI) Offsetting financial assets and financial liabilities: None.

(VII) Losses from disasters

Part of the production equipment and inventory were immersed in water due to Typhoon Nepartak and Typhoon Meranti in the 3rd season in 2016. The estimated losses are as follows:

Item
~~Estimated amount of~~
loss
Estimated amount of
claim
Amount of deductible
by the Company
Inventories
$12,167
(6,181)
$5,986
Total
Property, plant and equipment
$31,792
(17,480)
$19,625
(11,299)
$14,312
$8,326
  1. The flood impaired inventory of NT$ 12,167 thousand was sold at a lower price because of its irrepairable condition (recognized under other receivables).

  2. The flood impaired property, plant and equipment of NT$ 19,625 thousand is recognized under property, plant and equipment - accumulated impairment. The Company had to assume the minimum deductible of NT$ 8,326 thousand (recognized in other gains and losses). The rest of NT$ 11,299 thousand was claimable from the insurance company (recognized under other receivables). The Group repaired the various equipment in an active manner after the flood. For the current period, repair expense of NT$ 8,371 thousand had been written down to accumulated impairment as of December 31, 2017.

252

XIII. Additional Disclosures

  • (I) Information about significant transactions (before elimination in consolidation)

  • Loans to others: TABLE 1

  • Endorsements and Guarantees:TABLE 2.

  • Marketable securities held at the end of the period: TABLE 3.

  • Aggregate trading value on the same securities (including purchase and sales) reaching NT$300 million or 20 percent of the paid-in capital or more: Appendix TABLE 4.

  • Property acquired reaching NT$300 million or 20% of the paid-in capital or more: TABLE 5.

  • Disposal of Property Amounting to At Least NT$ 300 Million or Exceeding 20% of Paid-in Capital: TABLE 6.

  • Purchases from and Sales to Related Parties Amounting to At Least NT$ 100 Million or Exceeding 20% of Paid-in Capital: TABLE 7.

  • Receivables from Related Parties Amounting to At Least NT$ 100 Million or Exceeding 20% of Paid-in Capital: TABLE 8.

  • Trading activities in financial derivatives: Please refer to Note 6 (2) for details.

  • Relationships Between Parent Company and Subsidiaries and Significant Transactions: TABLE 9.

  • (II) Reinvestment Information(before elimination in consolidation): Appendix TABLE 10.

  • (III) Investments in Mainland China(before elimination in consolidation): TABLE 11.

253

Table 1

Yieh Phui Enterprise Co., Ltd. and Its Subsidiaries

Loans to Others

December 31, 2017

Unit: Thousands of NT Dollar/ Foreign Currency

No. Name of Creditor Name of
Borrower
Financial statement
account
Whet
her a
relat
ed
party
Highest balance
during the latest
period
Ending balance Actual amount
used
Interest
Rate
Range
Nature
of Loan
Amount
arising
from
ordinary
course of
business

Reason for
short-term
financing
Allowan
ce for
doubtful
accounts
Collateral Collateral Limit on loans
granted to
a single entity
Limit of
total loans
Type Value
0 Yieh Phui Enterprise Co., Ltd. Great Emperor Hotel CO., LTD. Other receivable -
relatedparty
Y 1,050,000 700,000 380,000 2.50% 2 Operating
capital
11,136,676
(Note 2)

11,136,676
(Note 1)
0 Yieh Phui Enterprise Co., Ltd. Kingsgarden International CO.,
LTD.
Other receivable -
relatedparty
Y 1,300,000 900,000 570,000 2.50% 2 Operating
capital
11,136,676
(Note 2)

11,136,676
(Note 1)
1 EMMT Systems Corporation AWID Asia Co., Ltd. Other receivables Y 8,000 2,000 2,000 2.955% 2 Operating
capital
136,775
(Note 2)

136,775
(Note 1)
2 Yieh Phui (Hong Kong) Holdings
Limited
Yieh Phui (China)
Technomaterial Co., Ltd.
Long-term receivable
- related party

Y
3,736,096
(RMB 42,000)
(USD 117,500)
3,606,381
(RMB 38,850)
(USD 115,213)
3,606,381
(RMB 38,850)
(USD 115,213)
4.08178%
-9.7265%
2 Operating
capital
11,136,676
(Note 3)

11,136,676
(Note 3)
3 Golden Developments Holdings Ltd. Yieh Phui (Hong Kong)
Holdings Limited
Other receivable -
relatedparty
Y 241,748
(RMB 52,000)
5.85% 2 Operating
capital
11,136,676
(Note 3)

11,136,676
(Note 3)
4 GOOD HONOR HOLDINGS LTD. Yieh Phui (Hong Kong)
Holdings Limited
Long-term liabilities -
currentportion
Y 145,125
(USD 4,500)
133,920
(USD 4,500)
133,920
(USD 4,500)
2.52%
-3.05%
2 Operating
capital
11,136,676
(Note 3)

11,136,676
(Note 3)
5 Yieh Phui (China) Technomaterial Co.,
Ltd.
Tianjin Lianfa Precision Steel
Corporation
Long-term receivable
- relatedparty

Y
204,556
(RMB 44,000)
150,906
(RMB 33,000)
150,906
(RMB 33,000)
4.00% 2 Operating
capital
11,136,676
(Note 3)

11,136,676
(Note 3)
6 Shin Phui Steel Corporation EMMT Systems Corporation Other receivable -
relatedparty
Y 15,000 2.25% 2 Operating
capital
15,866
(Note 4)

126,925
(Note 4)
7 Shin Yang Steel Co., Ltd. EMMT Systems Corporation Other receivable -
relatedparty
Y 80,000 - 2 Operating
capital
165,144
(Note 4)

330,287
(Note 4)

(Note 1) The maximum amount of total loans to others shall not exceed 40% of the creditor's net worth.

(Note 2) The maximum amount of loans granted to a single entity shall not exceed 40% of the creditor's net worth.

(Note 3) Total loans between foreign companies that are 100% owned directly or indirectly by the Company shall not exceed 40% of the Company’s net worth and loans to a single entity shall not exceed 40% of the Company’s net worth.

(Note 4) The maximum amount of loans granted to a party in need of short-term financing shall not exceed 40% of such party’s own net worth, and limit of loans to a single entity, except for Shin Yang Steel Co., Ltd. which shall not exceed 20% of its net worth, shall not exceed 5% of the its net worth.

(Note 5) Nature of loan is classified as follows: Entities having business relations with the Company - 1; entities with needs for short-term financing - 2.

(Note 6) Transactions between the aforesaid subsidiaries and the parent company have been written off.

254

Table 2

Yieh Phui Enterprise Co., Ltd. and Its Subsidiaries Endorsements and Guarantees December 31, 2017

Endorsements and Guarantees
December 31, 2017
Endorsements and Guarantees
December 31, 2017
Endorsements and Guarantees
December 31, 2017
Endorsements and Guarantees
December 31, 2017
Endorsements and Guarantees
December 31, 2017
Endorsements and Guarantees
December 31, 2017
Endorsements and Guarantees
December 31, 2017
Endorsements and Guarantees
December 31, 2017
Endorsements and Guarantees
December 31, 2017
Endorsements and Guarantees
December 31, 2017
Unit:Thousands ofNT Dollar/ForeignCurrency
No. Name of the Company
Providing Guarantee
Parties Being Guaranteed Limit of
Guarantee/End
orsement for
a Single Entity
Maximum
Guarantee
Amount
for the Current
Period
Outstanding
Guarantee Amount
-
Ending
Actual Amount
Borrowed
Guarantee
Amount
with
Collateral
Placed
Ratio of
accumulated
guarantee
amount to latest
net worth of the
Company
Maximum
amount of
guarantee
and
endorsement
Endorsements/
guarantees
provided by
parent
company to
the
subsidiaries
Endorsements/
guarantees
provided by
subsidiaries to
parent
company
Endorseme
nts/
Guarantees
Issued to
Entities in
Mainland
China
Company Name Relationship
0 Yieh Phui Enterprise Co.,
Ltd. (Note 1)
Yieh Phui (China)
Technomaterial Co., Ltd.
Investee of the
Company’s
Sub-subsidiary
27,841,691 6,252,905
(RMB 1,345,000)
6,150,551
(RMB 1,345,000)
5,093,644
(RMB 1,113,876)
22.09% 27,841,691 Y Y
EMMT Systems
Corporation
Subsidiary of the
Company
27,841,691 130,000 27,841,691 Y
Shin Yang Steel Co., Ltd. Subsidiary of the
Company
27,841,691 1,886,000 1,786,000 1,134,032 336,000 6.41% 27,841,691 Y
Yieh Phui (Hong Kong)
Holdings Limited
Subsidiary of the
Company
27,841,691 5,495,490
(USD 182,000)
4,225,920
(USD 142,000)
3,863,156
(USD 123,841)
(RMB 38,850)

15.18% 27,841,691 Y
Golden Developments
Holdings Ltd.
Subsidiary of the
Company
27,841,691 278,940
(RMB 60,000)
27,841,691 Y
1 Shin Phui Steel Corporation
(Note 2)
Yieh Phui Enterprise Co.,
Ltd.
Parent company of the
company
1,586,556 629,510 629,510 345,438 629,510 198.39% 1,586,556 Y
2 Kingsgarden International
CO., LTD. (Note 3)
Great Emperor Hotel CO.,
LTD.
(Note 8) 14,529,364 7,186,000 7,186,000 3,831,000 7,186,000 346.21% 14,529,364
3 Great Emperor Hotel CO.,
LTD. (Note 4)
Kingsgarden International
CO., LTD.
(Note 8) 14,290,337 7,413,000 7,413,000 4,295,000 7,413,000 363.12% 14,290,337
4 Yieh Phui (China)
Technomaterial Co., Ltd.
(Note 5)
Tianjin Lianfa Precision
Steel Corporation
Subsidiary of the
Company
9,954,300 79,033
(RMB 17,000)
77,739
(RMB 17,000)
77,739
(RMB 17,000)
0.78% 9,954,300 Y Y
5 Shin Yang Steel Co., Ltd.
(Note 6)
Yieh Phui Enterprise Co.,
Ltd.
Parent company of the
company
2,477,154 900,000 900,000 700,000 900,000 109.00% 2,477,154 Y

(Note 1): The maximum amount of endorsement/guarantee provided by the Company shall not exceed the Company’s net worth. The same limit applies to endorsement/guarantee provided by the Company to a single subsidiary.

(Note 2): The maximum amount of endorsement/guarantee provided by Shin Phui shall not exceed 5 times of Shin Phui’s net worth. The same limit applies to endorsement/guarantee provided by Shin Phui to a single entity.

(Note 3): The maximum amount of endorsement/guarantee provided by Kingsgarden International CO., LTD. shall not exceed 7 times of Kingsgarden’s net worth. The same limit applies to endorsement/guarantee provided by Kingsgarden International CO., LTD. to a single entity.

(Note 4): The maximum amount of endorsement/guarantee provided by Great Emperor Hotel CO., LTD. shall not exceed 7 times of Great Emperor Hotel’s net worth. The same limit applies to endorsement/guarantee provided by Great Emperor Hotel CO., LTD. to a single entity.

(Note 5): The maximum amount of endorsement/guarantee provided by Yieh Phui (China) Technomaterial Co., Ltd. shall not exceed the net worth of Yieh Phui (China) Technomaterial Co., Ltd.. The same limit applies to endorsement/guarantee provided Yieh Phui (China) Technomaterial Co., Ltd. to a single subsidiary.

(Note 6): The maximum amount of endorsement/guarantee provided by Shin Yang shall not exceed 3 times of Shin Yang’s net worth. The same limit applies to endorsement/guarantee provided by Shin Yang to a single entity. (Note 7): The net worth referred to above is based on the latest financial statements audited or reviewed by independent auditors.

(Note 8): Mutually guaranteed companies based on the need of construction contract.

255

Table 3

Yieh Phui Enterprise Co., Ltd. and Its Subsidiaries

Marketable Securities Held (excluding associates, and joint ventures)

December 31, 2017

Table 3 Yieh Phui Enterprise Co., Ltd. and Its Subsidiaries
Marketable Securities Held (excluding associates, and joint ventures)
December 31, 2017
Yieh Phui Enterprise Co., Ltd. and Its Subsidiaries
Marketable Securities Held (excluding associates, and joint ventures)
December 31, 2017
Yieh Phui Enterprise Co., Ltd. and Its Subsidiaries
Marketable Securities Held (excluding associates, and joint ventures)
December 31, 2017
Unit: Thousands of NT Dollar/ Foreign Currency
Holder
Company
Type and Name of Marketable Securities Relationship
with the
Security Issuer
Financial Statement Account Ending Note
Shares or
Units (in
Thousands)
Carrying
Amount
Share
Holding %
Fair Value
Yieh Phui
Enterprise
Co., Ltd.
Beneficiary certificates / Paradigm Global Oil Resources
Fund
None Financial assets at fair value through profit or
loss - current

516
3,128 3,128
Beneficiary certificates / SinoPac RMB Bond Fund TWD
Acc
None Financial assets at fair value through profit or
loss - current

300
2,838 2,838
Beneficiary certificates/Paradigm 3-Year Maturity RMB
EmergingMarketBondFund
None Financial assets at fair value through profit or
loss - current

900
9,156 9,156
Beneficiary certificates/First Financial Holding Global
Utility/InfrastructureIncomeFund
None Financial assets at fair value through profit or
loss - current

500
4,925 4,925
Beneficiary certificates/Fidelity Funds - Asian High Yield
Fund
None Financial assets at fair value through profit or
loss - current

500
4,985 4,985
Beneficiary certificates/Yuanta iSTOXX MUTB Asia/Pacific
QualityDividend100Index Fund
None Financial assets at fair value through profit or
loss - current

554
5,605 5,605
Beneficiary certificates/CTBC Global iSport Fund None Financial assets at fair value through profit or
loss-current

300
2,997 2,997
Total 33,634 33,634

256

Holder
Company
Type and Name of Marketable Securities Relationship
with the
Security Issuer
Financial Statement Account Ending Ending Ending Ending Note
Shares
(Thousand
ofShares)

Carrying
Amount
Share
Holding %
Fair Value
Financial bonds / Bank of Panhsin Sinsing Branch – 2014
First termsubordinatedfinancialbonds
None Financial Assets at Fair Value through Profit or
Loss-Non-current

10,000
9,999 9,999
Stock/ TaiwanVes-Power Co., Ltd. Related party in
substance

Financial Assets Carried at Cost - Non-current
1,800 55,899 3.60% Note
Stock/ New Spring Construction Corp. Related party in
substance

Financial Assets Carried at Cost - Non-current
8,549 41,833 15.49% Note
Stock/ Ascentke Venture Capital Corp. None Financial Assets Carried at Cost - Non-current 2,352 23,520 6.42% Note
Stock/ Taiwan Implant Technology Company, Ltd. None Financial Assets Carried at Cost - Non-current 1,891 18,913 4.20% Note
Stock/ Sunny Bank None Financial Assets Carried at Cost - Non-current 3,923 35,482 0.18% Note
Stock/ Universal Venture Capital Investment Co.,Ltd. None Financial Assets Carried at Cost - Non-current 1,100 9,130 0.91% Note
Stock/Yieh Corporation Limited Related party in
substance

Financial Assets Carried at Cost - Non-current
200 2,002 5.48% Note
Stock/Pacific Harbor Stevedoring Corporation Director of the
entity is the
Company’s
director
Financial Assets Carried at Cost - Non-current 150 1,650 3.00% Note
Stock/ ImageDJ Software Co.,Ltd. None Financial Assets Carried at Cost - Non-current 24 535 0.96% Note
Stock/ Chao-Feng Venture Capital Co., Ltd. None Financial Assets Carried at Cost - Non-current 1,000 10,000 0.79% Note
Stock/ Skylark International Hotel Co.,Ltd. Related party in
substance

Financial Assets Carried at Cost - Non-current
20,528 350,357 13.68% Note
Total 549,321
Stock/ Asia Pacific Telecom Co., Ltd. None Available-for-sale financial assets -
non-current
4,500 44,910 44,910
Preferred stock/E-Da Development Corp. An investee
accounted for
using equity
method
Bond investments with no active market -
non-current
17,065 170,654 Note
Preferred stock/Eliter International Corp. An investee
accounted for
using equity
method
Bond investments with no active market -
non-current
26,275 262,747 Note
Total 433,401

Financial assets carried at cost and bond investments with no active market are those of which no quotes in an active market exist and the fair value can not be reliably measured.

257

Holder
Company
Type and Name of Marketable Securities Relationship
with the
Security Issuer
Financial Statement Account Ending Ending Ending Ending Note
Shares
(Thousand
of Shares)
Carrying
Amount
Share
Holding %
Market Value
WORTHING HONOR
HOLDINGS LTD
Stock/ SEE Corporation None Financial assets at fair value through profit or loss -
current
1
EMMT Systems
Corporation
Stock/ Rodan (Taiwan) Ltd. None Financial Assets Carried at Cost - Non-current 86 491 0.73% Note
Kuo Chang Enterprise
Co., Ltd.
Preferred stock/Eliter International Corp. An investee of
the Parent
Company under
equitymethod.
Bond investments with no active market -
non-current
1,997 19,974
Note
United Brightening
Development Corp.
Preferred stock/Eliter International Corp. An investee of
the Parent
Company under
equitymethod.
Bond investments with no active market -
non-current
639 6,392
Note
Yieh Hsing Enterprise
Co., Ltd.
Fund/Allianz Glb Inv All Seasons Ret FOBF None Financial assets at fair value through profit or loss -
current
195 2,994 2,994
Fund/CTBC Global iSport Fund None Financial assets at fair value through profit or loss -
current
300 2,997 2,997
Fund/First Financial Holding Global
Utility/Infrastructure Income Fund
None Financial assets at fair value through profit or loss -
current
300 2,955 2,955
Total 8,946 8,946
Pacific Harbor Stevedoring Corporation Director of the
entity is the
Company’s
chairman
Financial Assets Carried at Cost - Non-current 150 1,650 3.00% Note
Chateau Bridgetop Inc. None Financial Assets Carried at Cost - Non-current 2,500 5.00% Note
Total 1,650
Preferred stock/E-Da Development Corp. An investee
accounted for
using equity
method
Bond investments with no active market -
non-current
3,565 35,651 Note
Preferred stock/Eliter International Corp. An investee
accounted for
using equity
method
Bond investments with no active market -
non-current
5,934 59,337 Note
Total 94,988
Kingsgarden
International CO., LTD.
Fund/First Financial Holding Global
Utility/Infrastructure Income Fund
None Financial assets at fair value through profit or loss -
current
200 1,970 1,970
Fund/Fidelity Funds - Asian High Yield Fund None Financial assets at fair value through profit or loss -
current
500 4,984 4,984
Total 6,954 6,954

Financial assets carried at cost and bond investments with no active market are those of which no quotes in an active market exist and the fair value can not be reliably measured.

258

Table 4

Yieh Phui Enterprise Co., Ltd. and Its Subsidiaries

Aggregate trading value on the same securities (including purchase and sales) reaching NT$300 million or 20 percent of the paid-in capital or more December 31, 2017

Unit: Thousands of NT Dollars

Company
Name
Type and Name
of Marketable
Securities
Financial
Statement
Account
Counter-par
ty
Relationship BeginningBalance BeginningBalance Acquisition Acquisition Disposal Disposal EndingBalance EndingBalance
Shares Amount Shares Amount Shares Selling
Price
Carrying
Cost
Gain (Loss)
on Disposal
Shares Amount
Yieh Phui
Enterprise
Co., Ltd.
Hong Yuh
Assets
Management
Co.,Ltd.
Investments
accounted for
using equity
method
Capital
Increase by
Cash
Subsidiary
of the
Company
37,000 253,910 43,000 231,436
(Note 1)
80,000
485,346
Kuo Chang
Enterprise Co.,
Ltd.
Investments
accounted for
using equity
method
Yieh United
Steel
Corporation

An investee
accounted
for using
equity
method
51,548 690,453 45,191
(Note 3)
572,680
(Note 2)
96,739
1,263,133

(Note 1): Including capital increase by cash of NT$ 430,000 thousand, share of profit/loss and other comprehensive income of investees accounted for using equity method of NT$ (175,568) thousand and accumulated earning/loss of NT$ (22,996) thousand incurred due to the failure to subscribe new shares in proportion to its shareholding percentage.

(Note 2): Including acquisition of NT$ 479,467 thousand, share of profit/loss and other comprehensive income of investees accounted for using equity method of NT$ (3,420) thousand, accumulated earning/loss recognized in proportion to the Company’s shareholding percentage of NT$ (24) thousand, capital surplus of NT$ 1,334 thousand and capital surplus of NT$ 95,323 thousand recognized due to transactions with non-controlling interests.

(Note 3): Including 2,266 thousand shares resulting from capitalization of earnings.

259

Table 5

Yieh Phui Enterprise Co., Ltd. and Its Subsidiaries

Acquisition of Property Amounting to At Least NT$ 300 Million or Exceeding 20% of Paid-in Capital January 1, 2017 ~ December 31, 2017

Unit: Thousands of NT Dollars

Company
that
Acquired
the Property
Name of
Property
Transaction
Occurrence
Date
Transaction
Amount
Payment
Status
Counter-party Relation
ships
Prior Transactionof Related Counter-party Prior Transactionof Related Counter-party Prior Transactionof Related Counter-party Prior Transactionof Related Counter-party Price
Reference
Purpose of
Acquisition
and Status of
Use
Other
Terms
Owner Relationships
with the
issuer

Transfer
Date
Amount
Kingsgarden
International
CO., LTD.


Construction
of
commercial
building at
E-da Asia
Plaza

January 28,
2014 ~
October 2,
2017
4,533,752 2,368,135 New Spring
Construction
Corp., Taiwan
Cement
Corporation,
Yieh Hsing
Enterprise Co.,
Ltd. and Yieh
Phui Enterprise
Co., Ltd., etc.
Related
party in
substanc
e, Parent
company
,
Ultimate
parent
company
Determined at
prices agreed on
by both parties
upon negotiation
or through price
competition with
reference to
appraisal reports
issued by
professional
appraisal
institutions

To build a
boutique
shopping
mall
None

Great
Emperor
Hotel CO.,
LTD.
3,674,396 1,826,815
For
development of
an international
hotel

Note: Transactions between the aforesaid subsidiaries and the parent company are eliminated.

260

Table 6

Yieh Phui Enterprise Co., Ltd. and Its Subsidiaries Property Disposed of Reaching NT$300 Million or 20% of the Paid-in capital or More January 1, 2017 ~ December 31, 2017

Unit: Thousands of NT Dollars/Foreign Currency

Disposed Name of Transaction
Date/Date of
Original
iii
k l Transaction Consideration Gain
Counter- Relationship
ih h
Purpose of Price Other
Company Property Occurrence of
theEvent
Acquston
Date
Boo Vaue Amount Received (Loss) on
Disposal
party wt te
Company
Disposal Reference Agreement
Terms
GUANG
LIAN
STEEL
(VIETNAM)
CO., LTD.
Operating
assets
(Including
buildings
and
equipment)
February 13,
2017
July 3, 1997
-
December
31, 2016

(Note 1)
345,524
(VND
255,290,917)
345,524
(VND
255,290,917)
345,524
(Note 2)
Hoa Phat Steel
in Rong-guo
Industrial Park
To terminate
the
investment
in Vietnam
Mutual
negotiation
None

(Note 1): Including buildings, undergoing constructions, and equipment of NT$ 794,839 thousand, which were all recognized as accumulated impairment, resulting in the book value of NT$ 0. (Note 2): Since the disposal target was recognized as impairment and the book value was NT$ 0, the gain arising from the disposal price was NT$ 345,524 thousand.

261

Table 7

Yieh Phui Enterprise Co., Ltd. and Its Subsidiaries Purchases from and Sales to Related Parties Amounting to At Least NT$ 100 Million or Exceeding 20% of Paid-in Capital January 1, 2017 ~ December 31, 2017

Unit: Thousands of NT Dollar/ Foreign Currency

Purchaser/
Seller
Counter- party Relationship
with counterparty
Transaction Status Transaction Status Transaction Status Reasons for and status of
differences in transaction
terms compared to
arms-lengthtransaction
Reasons for and status of
differences in transaction
terms compared to
arms-lengthtransaction
Notes or accounts receivable
(payable)
Notes or accounts receivable
(payable)
Note

Purchases
(sales)
Amount Percentag
e of total
purchases
(sales)

Payment
terms
Unit price Payment
terms
Balance Percentage
of
total
notes
and
accounts
receivable
(payable)
Yieh Phui
Enterprise
Co., Ltd.
Yieh Hong Enterprise
Co., Ltd.
Related party in
substance
Purchases 2,512,976 11.09% T/T or Sight L/C
before goods
acceptance.
Yieh Mau Corp. Related party in
substance
Sales 773,806 2.65% 1-2 months
ASIAZONE CO.,
LIMITED
An investee
accounted for
using equity
method
Sales 1,246,218 4.27% 1-2 months 213,953 15.21% Accounts
receivable
New Spring
ConstructionCorp.
Related party in
substance
Sales 542,255 1.86% Pursuant to the
agreement
798 0.06% Accounts
receivable
Shin Phui Steel
Corporation
Subsidiary of the
Company
Sales 294,061 1.01% 1-2 months 50,329 3.58% Accounts
receivable
Shin Yang Steel Co., Ltd. Subsidiary of the
Company
Sales 783,472 2.69% 1-2 months 45,012 3.20% Accounts
receivable
Yieh United Steel
Corporation
An investee
accounted for
using equity
method
Sales 228,328 0.78% 1-2 month for
galvanized steel
coils, monthly
closing at 15 days
for carbon steel and
scraps ofsteel.
20,010 1.42% Accounts
receivable
Shin Yang
Steel Co.,
Ltd.
Yieh Hong Enterprise
Co., Ltd.
Related party in
substance
Purchases 154,040 6.50% T/T or Sight L/C
before goods
acceptance.

262

Purchaser/
Seller
Counter- party Relationship
with counterparty
Transaction Status Transaction Status Transaction Status Reasons for and status of
differences in transaction
terms compared to
arms-lengthtransaction
Reasons for and status of
differences in transaction
terms compared to
arms-lengthtransaction
Notes or accounts receivable
(payable)
Notes or accounts receivable
(payable)
Note

Purchases
(sales)
Amount Percentage
of total
purchases
(sales)

Payment
terms
Unit price Payment
terms
Balance Percentage
of
total
notes
and
accounts
receivable
(payable)
Yieh Phui
(Hong Kong)
Holdings
Limited
Yieh United Steel
Corporation
An investee of the
Parent Company
under equity
method.
Sales 1,373,131
(USD 45,096)
77.70% 3 months 173,105
(USD 5,817)

35.72%
Accounts
receivable
Fujian Lian Wei
Logistics Co.,Ltd.
Related party in
substance
Sales 394,077
(USD 12,942)
22.30% 3 months 311,465
(USD 10,466)
64.28% Accounts
receivable
Angang Lianzhong
(Guangzhou) Stainless
SteelCorporation
Related Party in
Substance
Purchases 660,644
(RMB 21,697)
100% T/T in advance
Yieh Phui
(China)
Technomateri
al Co., Ltd.
Tianjin Lianfa Precision
SteelCorporation
Parent company Sales 1,281,795
(RMB 284,120)
4.32% 1-2 months 237,175
(RMB51,865)
10.34% Accounts
receivable
ASIAZONE CO.,
LIMITED
An investee of the
Parent Company
under equity
method.
Sales 349,086
(USD 11,522)
1.18% 1-2 months 27,909
(USD 978)
1.22% Accounts
receivable
Yieh Hsing
Enterprise
Co., Ltd.
Yieh United Steel
Corporation
An investee
accounted for
using equity
method
Purchases 5,392,366 75.52% T/T or Sight L/C
before
goods
acceptance.


Tianjin
Lianfa
Precision
Steel
Corporation
Angang Hanyang
(Guangzhou) Stainless
SteelCorporation
Related Party in
Substance
Purchases 232,040
(RMB 51,434)
15.31% T/T in advance 1,337
(RMB 292)
Accounts
payable
Angang Lianzhong
(Guangzhou) Stainless
SteelCorporation
Related Party in
Substance
Purchases 130,089
(RMB 28,835)
8.58% T/T in advance

Note: Transactions between the aforesaid subsidiaries and the parent company are eliminated.

263

Table 8

Yieh Phui Enterprise Co., Ltd. and Its Subsidiaries

Receivables from Related Parties Amounting to At Least NT$ 100 Million or Exceeding 20% of Paid-in Capital December 31, 2017

Unit: Thousands of NT Dollar/ Foreign Currency

Company Name Counter- party Relationship Ending balance
- related party
Turnove
r Days
Overdue Overdue Amounts
Received in
Subsequent
Period (Note2)
Allowan
ce for
doubtful
accounts
Amount Action
Taken
Yieh Phui Enterprise Co.,
Ltd.
ASIAZONE CO., LIMITED An investee accounted for
using equity method
213,953 7.85 162,813
Great Emperor Hotel CO.,LTD. Parent company 380,000 (Note 1)
Kingsgarden International CO.,
LTD.
Parent company 570,000 (Note 1)
Yieh Phui (Hong Kong)
Holdings Limited
Yieh Phui (China)
Technomaterial Co., Ltd.
Parent company 3,606,381
(RMB 38,850)
(USD 115,213)
(Note 1)
Yieh United Steel Corporation An investee of the Parent
Company under equity
method.
173,105
(USD 5,817)
3.04 USD 5,817
Fujian Lian Wei Logistics Co.,
Ltd.
Related party in substance 311,465
(USD 10,466)
2.47 USD 3,050
GOOD HONOR
HOLDINGSLTD.
Yieh Phui (Hong Kong)
HoldingsLimited
Same ultimate parent company
as the Company
133,920
(USD 4,500)
(Note 1)
Yieh Phui (China)
Technomaterial Co., Ltd.
Tianjin Lianfa Precision Steel
Corporation
Parent company 150,906
(RMB 33,000)
(Note 1)
237,175
(RMB51,865)
8.48 RMB 39,000

(Note 1): These are accounts receivable financing, on which the calculation of turnover doesn’t apply.

(Note 2): Amounts received as of March 21, 2018.

(Note 3): Transactions between the aforesaid subsidiaries and the parent company have been written off.

264

Table 9

Yieh Phui Enterprise Co., Ltd. and Its Subsidiaries

Relationships Between Parent Company and Subsidiaries and Significant Transactions

December 31, 2017

Individual transactions not exceeding NT$50,000 thousand are not disclosed. Transactions disclosed in assets or revenue will not be disclosed in the opposite transaction.

Unit: Thousands of NT Dollars

Unit: Thousands of NT Dollars Unit: Thousands of NT Dollars Unit: Thousands of NT Dollars Unit: Thousands of NT Dollars
No.
(Note 1)
Company name Counter-party Nature of
relationship
(Note 2)
Transactiondetails
Financial statement account Amount Terms Percentage of
Consolidated Net
Revenue or Total
Assets (Note 3)
0 Yieh Phui Enterprise Co., Ltd. Shin Phui Steel Corporation 1 Sales revenue 294,061 0.41%
Accounts receivable 50,329 0.06%
Long-term prepaid rent 77,900 0.09%
Shin YangSteel Co.,Ltd. 1 Sales revenue 785,771 1.10%
Great Emperor Hotel CO., LTD. 1 Other receivable - related
party
380,000 0.44%
Kingsgarden International CO., LTD. 1 Other receivable - related
party
570,000 0.65%
1 Yieh Phui (Hong Kong)
Holdings Limited
Yieh Phui (China) Technomaterial Co.,
Ltd.
1 Long-term receivables 3,606,381
(RMB 38,850)
(USD 115,213)
4.13%
2 GOOD HONOR HOLDINGS
LTD.
Yieh Phui (Hong Kong) Holdings
Limited
3 Long-term receivables 133,920
(USD 4,500)
0.15%
3 Yieh Phui (China)
Technomaterial Co., Ltd.
Tianjin Lianfa Precision Steel
Corporation
1 Sales revenue 1,281,795
(RMB 284,120)
1.80%
Accounts receivable 237,175
(RMB 51,865)
0.27%
Long-term receivables 150,906
(RMB 33,000)
0.17%
4 Yieh Hsing Enterprise Co., Ltd. Great Emperor Hotel CO., LTD. 1 Sales revenue 69,114 0.10%

265

5 Kingsgarden International CO.,
LTD.
Yieh Hsing Enterprise Co., Ltd. 2 Land 2,522,985 Note 4 2.89%
6 Great Emperor Hotel CO., LTD. Yieh Hsing Enterprise Co., Ltd. 2 Land 2,445,476 Note 4 2.80%
  • Note 1: Transactions between parent company and subsidiaries should be marked in code in the column in accordance with the rules set forth below:

  • Parent company as 0.

  • Subsidiaries start from 1.

  • Note 2: Two out of three types of relationships with the counterparty as set forth below shall be marked in code:

  • Parent company to subsidiary

  • Subsidiary to parent company

  • Subsidiary to subsidiary

  • Note 3: For the calculation of Percentage of Consolidated Net Revenue or Total Assets, balance sheet accounts use ending balance as calculation base; profit/loss accounts use accumulated amount as calculation base.

  • Note 4: Gain from disposal of NT$ 4,968,461 thousand is derived from the proceeds of sale of NT$ 7,633,283 thousand less land value increment tax of NT$ 20,491 thousand and book value of NT$ 2,644,331 thousand. However, as it is unrealized gain from downstream transactions between the parent company and its subsidiary, this amount was eliminated.

  • Note 5: Transactions between the aforesaid subsidiaries and the parent company have been written off.

266

Table 10

Yieh Phui Enterprise Co., Ltd. and Its Subsidiaries

Reinvestment Information

December 31, 2017

Unit: Thousands of NT Dollar/ Foreign Currency

Name of
Investor
Name of Investee Location Main
Activities
Original Investment
Amount
Original Investment
Amount
Balance-ending Balance-ending Balance-ending Net Income
(Losses)
of Investee
Investment
Gain (Loss)
Recognized in
Current Period

Note
End of
Currenct
Period
End of the
Prior Year
Shares
(thousand
shares)
% Carrying
Amount
Yieh Phui
Enterprise
Co., Ltd.
Yieh Phui (Hong Kong) Holdings
Limited

Hong Kong
Investment 7,455,887
7,455,887

233,500

100%
9,952,223 290,986 290,986
CHAMPIONLOGISTICINC. Samoa Investment 1,913,111
1,913,111

57,000
97.44% 1,709,343 148,478 144,671
Eliter International Corp. Kaohsiung
City
Construction of
buildings
2,833,595
2,833,595

283,584
32.84% 2,764,614 (183,166) (60,158)
Yieh Hsing Enterprise Co., Ltd. Kaohsiung
City
Wire rods trading 2,238,883 2,237,751
299,458
56.43% 1,481,220 (184,153) (90,277)
Tangeng Iron Works Co., Ltd. Kaohsiung
City
Steel trading 1,453,572
1,453,572

39,553

11.30%
1,374,311 243,225 27,487
E-Da Development Corp. Kaohsiung
City
Leisure development 1,868,658
1,868,658

186,866

28.44%
1,130,773 (248,116) (70,570)
United Brightening Development
Corp.
Kaohsiung
City
Technical
consultation for steel
products
manufacturing
1,836,383 1,561,166
144,860
95.56% 1,869,190 33,105 31,105
Shin Yang Steel Co., Ltd. Kaohsiung
City
Steel products
related businesses
870,000
870,000

87,000

100%
825,718 62,641 62,641
Synn Industrial Co., Ltd. Kaohsiung
City
Steel products
related businesses
294,000
294,000

45,975

30%
571,760 177,982 53,395
Yieh Mau Corp. Kaohsiung
City
Trading &
manufacturing
422,605
422,605

45,075
23% 560,722 171,882 39,524
Kuo Chang Enterprise Co., Ltd. Kaohsiung
City
Wholesaling of
hardware
1,256,726
777,259

96,739

99.04%
1,263,133 13,391 13,424
ASIAZONECO.,LIMITED HongKong Steel trading 595,424 595,424
15,090
32.80% 610,037 101,421 33,270
Shin Phui Steel Corporation Kaohsiung
City
Trading of steel
products
295,736
295,736

31,246
100% 318,954 2,012 1,224
Sin Bang Investment &
Development Co.,Ltd.
Kaohsiung
City
Investment 295,809
295,809

22,313

100%
283,898 4,939 4,939
TYCOONS STEEL
INTERNATIONALCO.,LTD.
Cayman
Island
Investment 427,629
427,629

14,700

28.27%
109,745 325,662 92,062

267

Name of
Investor
Name of Investee Location Main
Activities
Original Investment
Amount
Original Investment
Amount
Balance-ending Balance-ending Balance-ending Net Income
(Losses)
of Investee
Investment
Gain (Loss)
Recognized in
Current Period

Note
End of
Currenct
Period
End of the
Prior Year
Shares
(thousand
shares)
% Carrying
Amount
HSING JUI INVESTMENTS
LIMITED
Samoa Investment 4,603
4,603

5

100%
1,917 4 4
EMMT Systems Corporation Taichung City Manufacturing and
marketing of military
specification printed
circuit boards

306,158

306,158

28,651

77.54%
265,137 (17,423) (13,509)
GOOD HONOR HOLDINGS
LTD.
British Virgin
Islands
Investment 14,723
14,723

46

100%
151,205 3,538 3,538
Gen-Wan Technology Corp. Kaohsiung
City
Telecommunication 148,609
148,609

2,447

86.99%
23,348 (1,432) (1,246)
Cheng Shin Security Co., Ltd. Kaohsiung
City
Security 14,000
14,000

1,400

35%
14,853 (839) (294)
Da Yao Engineering &
Consulting Co.,Ltd.
Kaohsiung
City
Management service 9,800
9,800

980

49%
10,954 269 132
E-Da Bus Transportation Co.,
Ltd.
Kaohsiung
City
Bus transportation 36,086
36,086

3,609

17.09%
11,552 (32,509) (5,555)
E-DA Tour Bus Co., Ltd. Kaohsiung
City
Bus transportation 9,500
9,500

950

19%
3,420 (6,590) (1,252)
Golden Developments Holdings
Ltd.
Hong Kong Investment 2,928
2,928

100

100%
7,266 331 331
E-Da Cultural Creative Industry
Co.,Ltd.
Kaohsiung
City
Cultural creativity 38,000
38,000

3,800

19%
15,535 (417) (79)
WORTHING HONOR
HOLDINGSLTD
British Virgin
Islands
Investment 6,672
6,672

100

100%
2,722 5 5
Cheng Hsin Building Managemt
and Maintanance Co., Ltd. (the
former Cheng Hsin House
Management Co.)
Kaohsiung
City
Maintenance and
management of
utilities, air condition
and parking space in
buildings.

3,915

3,915

320

32%
1,962 (158) (50)
E United Japan Co.,Ltd. Japan Steel trading 8,027
8,027

47% 4,419 2,196 1,032
Skylark Hot Spring & Resort
Corp.
Kaohsiung
City
Hotel industry 11,700
11,700

1,170

14.63%
165 (1,655) (242)
Eda Entertainment CO., LTD Kaohsiung
City
Entertainment
industry
74,100 74,100
7,410
19% 47,448 (4,306) (818)
Li Hui Development CO., LTD Kaohsiung
City
Investment 321,216 321,216
61,001
44.56% 312,373 (3,466) (1,544) Note
1
Ji Chang Enterprise CO., LTD Kaohsiung
City
Investment 5,050 5,050
1,009
45% 4,917 359 (61) Note
1

268

Name of
Investor
Name of Investee Location Main
Activities
Original Investment
Amount
Original Investment
Amount
Balance-ending Balance-ending Balance-ending Net Income
(Losses)
of Investee
Investment
Gain (Loss)
Recognized in
Current Period

Note
End of
Currenct
Period
End of the
Prior Year
Shares
(thousand
shares)
% Carrying
Amount
Yieh United Steel Corporation Kaohsiung
City
Steel products
related businesses
4,826,777 4,579,423
645,435
24.63% 4,229,446 696,226 139,798 Note
1
Hong Yuh Assets Management
Co.,Ltd.
Kaohsiung
City
Management service 768,000 338,000
80,000
80% 485,346 (206,048) (164,134)
E-Da Visual Effects Company
Limited.
Kaohsiung
City
Entertainment
industry
10,393 10,393
1,470
49% 1,807 (1,075) (527)
LIAN SO(H.K)CO.,LIMITED HongKong Investment 311,110 15,766 10,160 80% 288,308 (16,809) (13,447)
E-Da Health Biotechnology Co.,
Ltd.
Kaohsiung
City
Manufacturer of
food additives
3,800 380 19% 3,729 (375) (71)
Total 30,993,185 29,260,871
30,713,470 1,370,115 515,734

Note 1: Due to cross ownership and the adoption of equity method between the Company and Yieh United Steel Corporation and its subsidiaries, Li Hui Development Co., Ltd. and Ji Chang Enterprise Co., Ltd., investment gain/loss is accounted for using the treasury stock approach. Thus, the income/loss of investee for the period excludes gain/loss accounted for using equity method by Yieh United Steel Corporation in relation to the Company

269

Name of
Investor
Name of Investee Location Main
Activities
Original Investment Amount Original Investment Amount Balance-ending Balance-ending Balance-ending Net Income
(Losses)
of Investee
Investment Gain
(Loss)
Recognized in
Current Period
Note
End of Currenct
Period
End of the Prior
Year
Shares
(thousand
shares)
% Carrying
Amount
Shin Phui Steel
Corporation
Groupco Technology Taichung
City
RADIO 37,492 37,492 3,830 42.53% 4,478 326 139
Yieh United Steel Corporation Kaohsiung
City
Steel products
related businesses
24,562 24,562 3,178 0.12% 20,807 696,226 685 Note 2)
Gen-Wan Technology
Corp.
EMMT Systems Corporation Taichung
City
Manufacturing and
marketing of
military
specification
printed circuit
boards
27,630 27,376 2,763 7.48% 25,573 (17,423) (1,304)
EMMT Systems
Corporation
Groupco Technology Taichung
City
RADIO 45,000 45,000 4,500 49.97% 5,261 326 163
APPLIED WIRELESS
IDENTIFICATIONS GROUP,
INC.
San
Francisco,
US
RFID 242,545 242,545 40,488 91.47% 123,317 24,015 21,967
UniPattern Corporation Taipei City Manufacture of
computer and
peripherals
54,960 39,960 5,200 43.33% 50,682 (18,167) (7,623)
APPLIED WIRELESS
IDENTIFICATIONS
GROUP,INC.
AWID Asia Co., Ltd. Kaohsiung
City
Telecommunicatio
ns equipment
wholesaling
74,668
(USD 2,509)
80,915
(USD 2,509)
3,030 100% 18,488
(USD 612)
(345)
(USD 11)
(345)
(USD 11)

CHAMPION LOGISTIC
INC.
TYCOONS STEEL
INTERNATIONAL CO.,LTD.
Cayman
Island
Investment 699,360
(USD 23,500)
645,000
(USD 20,000)
34,000 65.38% 253,831
(USD 8,529)
325,662
(USD 10,695)
124,369
(USD 4,084)
TYCOONS STEEL
INTERNATIONAL CO.,
LTD.
GUANG LIAN STEEL
(VIETNAM) CO.,
LTD.VIETNAM
Vietnam Steel products
related businesses
- 1,415,775
(USD 43,900)
- - - 350,958
(USD 11,526)
350,958
(USD 11,526)

Shin Yang Steel Co., Ltd. Yieh United Steel Corporation Kaohsiung
City
Steel products
related businesses
17,385 17,385 2,195 0.08% 14,373 696,226 473 Note 1
Sin Bang Investment &
Development Co., Ltd.
Tangeng Iron Works Co., Ltd. Kaohsiung
City
Steel trading 265,482 265,482 7,224 2.06% 251,006 243,225 5,020
Kuo Chang Enterprise Co.,
Ltd.
Yieh United Steel Corporation Kaohsiung
City
Steel products
related businesses
439,197 439,197 56,817 2.17% 372,220 696,226 12,300 Note 1
Eliter International Corp. Kaohsiung
City
Construction of
buildings
219,977 219,977 21,558 2.50% 210,214 (183,166) (4,573)
Tangeng Iron Works Co., Ltd. Kaohsiung
City
Steel trading 786,714 786,714 21,328 6.09% 1,039,434 243,225 14,821

Note 1: Due to cross ownership and the adoption of equity method between the Company and Yieh United Steel Corporation, investment gain/loss is accounted for using the treasury stock approach. Thus, the income/loss of investee for the period excludes gain/loss accounted for using equity method by Yieh United Steel Corporation in relation to the Company.

270

Name of
Investor
Name of Investee Location Main
Activities
Original Investment
Amount
Original Investment
Amount
Balance-ending Balance-ending Balance-ending Net Income
(Losses)
of Investee
Investment
Gain (Loss)
Recognized
in Current
Period
Note
End of
Currenct
Period
End of the
Prior Year
Shares
(thousand
shares)
% Carrying
Amount
United Brightening
Development Corp.
Chao Ying Investment
DevelopmentCo.,Ltd.
Kaohsiung
City
Investment 341,992 341,992 30,400 100% 311,378 5,817 5,817
Yieh United Steel Corporation Kaohsiung
City
Steel products related
businesses
449,508 449,508 58,151 2.22% 380,792 696,226 12,528 Note
1
CHAMPIONLOGISTICINC. Samoa Investment 49,376 49,376 1,500 2.56% 44,983 148,478 3,807
Da Yao Engineering &
Consulting Co.,Ltd.
Kaohsiung
City
Management service 199 199 20 1.00% 222 269 3
Tangeng Iron Works Co., Ltd. Kaohsiung
City
Steel trading 1,177,838 1,177,838 32,050 9.16% 1,541,896 243,225 22,272
TYCOONS STEEL
INTERNATIONAL CO.,
LTD.
Cayman
Island
Investment 9,374 9,374 300 0.58% 2,240 325,662 1,879
Eliter International Corp. Kaohsiung
City
Construction of
buildings
70,393 70,393 6,898 0.8% 67,276 (183,166) (1,463)
Chao Ying Investment
Development Co.,Ltd.
Tangeng Iron Works Co., Ltd. Kaohsiung
City
Steel trading 336,957 336,957 8,898 2.55% 309,170 243,225 6,184
Hong Yuh Assets
Management Co., Ltd.
PT.YIEH FERRO
ORIENTAL
Indonesia Trading business 9,265 9,265 400 40% 3,605 25 10
PT. E-UNITED
FERROINDONESIA
Indonesia Metal manufacturing
industry
93,462 93,462 250 100% 45,735 (12,136) (12,136)
Prepaid subscriptions - PT.
E-UNITED FERRO
INDONESIA
Indonesia Metal manufacturing
industry
184,257 - - - - - -
PT.YIEH
FERROINDONESIA
Indonesia Metal manufacturing
industry
1,633 1,633 50 10% 1,063 (3,203) (320)
PT.GENBA MULTI
MINERAL
Indonesia Nickle mining 295,632 273,875 9,765 49% 268,309 (15,555) (26,772)
PT. GENBA INDO
RESOURCES
Indonesia Nickle mining 9,371 - - 75% (7,844) (19,141) (17,304)
Prepaid subscriptions - PT.
GENBA INDORESOURCES
Indonesia Nickle mining - 9,371 - - - - -
LIAN SO(H.K)CO.,
LIMITED
PT. YIEH
FERROINDONESIA
Indonesia Metal manufacturing
industry
13,392
(USD 450)
14,112
(USD 450)
450 90% 9,563
(USD321)
(3,203)
(USD 105)
(2,883)
(USD95)
Subscription Prepaid
PT. E-UNITED
FERROINDONESIA
Indonesia Metal manufacturing
industry
266,352
(USD 8,950)
- - - - - -

Note 1: Due to cross ownership and the adoption of equity method between the Company and Yieh United Steel Corporation, investment gain/loss is accounted for using the treasury stock approach. Thus, the income/loss of investee for the period excludes gain/loss accounted for using equity method by Yieh United Steel Corporation in relation to the Company.

271

Name of
Investor
Name of Investee Location Main
Activities
Original Investment
Amount
Original Investment
Amount
Balance-ending Balance-ending Balance-ending Net
Income
(Losses)
of Investee
Investment
Gain (Loss)
Recognized
in Current
Period
Note
End of
Currenct
Period
End of the
Prior Year
Shares
(thousand
shares)
% Carrying
Amount
PT. E-UNITED
FERRO INDONESIA
Prepaid subscriptions -
PT.GENBA MULTI
MINERAL
Indonesia Nickle mining 231,367
(USD
7,886)

-
- - 231,367
(USD
7,886)
- -
Prepaid Dividends - PT.
GENBA INDO
RESOURCES
Indonesia Nickle mining 17,143
(USD
580)

-
- - 17,143
(USD
580)
- -
Yieh Hsing Enterprise
Co., Ltd.
Great Emperor Hotel CO.,
LTD.

Kaohsiung
City
Hotel industry 2,100,000 2,100,000 210,000 100% -(Note 2) (14,102) (24,519) (Not
e 3)
Kingsgarden International
CO., LTD.
Kaohsiung
City
Leasing, sales, and
development of
residential and
commercial buildings,
department stores
2,150,000 2,150,000 215,000 100% -(Note 2) (26,652) (35,609) (Not
e 3)
UNITED WINNER
METALSL.P
Virginia,
US
Scrap steel recycling 108,752
109,371
- 33.75% 82,304 11,740 3,962
Cheng Shin Security Co.,
Ltd.
Kaohsiung
City
Security 4,000
4,000
400 10% 4,244 (839) (84)
Cheng Hsin Building
Managemt and
Maintanance Co., Ltd.
( the former Cheng Hsin
House Management Co.)
Kaohsiung
City
Maintenance and
management of
utilities, air condition
and parking space in
buildings.
750
750
75 7.50% 460 (158) (12)
Eliter International Corp. Kaohsiung
City
Construction of
buildings
639,772
639,772
64,043 7.42% 624,569 (183,166) (13,585)
E-Da Development Corp. Kaohsiung
City
Leisure development 390,380
390,380
39,038 5.94% 237,951 (248,116) (14,743)
Yieh United Steel
Corporation
Kaohsiung
City
Steel products related
business
20,204
20,204
2,542 0.10% 16,649 696,226 548 Note
1
E-Da Health
Biotechnology Co.,Ltd.
Kaohsiung
City
Manufacturer of food
additives
3,800
-
380 19% 3,729 (375) (71)

272

Kingsgarden
International CO.,
LTD.
Yi Hua International Co.,
Ltd
Kaohsiung
City
Leasing, selling and
development of
residential and
commercialbuildings
4,200
4,200
420 70% 1,177 (1,982) (1,387)

Note 1: Due to cross ownership and the adoption of equity method between the Company and Yieh United Steel Corporation, investment gain/loss is accounted for using the treasury stock

approach. Thus, the income/loss of investee for the period excludes gain/loss accounted for using equity method by Yieh United Steel Corporation in relation to the Company. Note 2: The Group sold land lot no. 16, 17 and 18 at Long Dong Section, Gushan District, Kaohsiung City to subsidiaries, Great Emperor Hotel CO., LTD. and Kingsgarden International CO., LTD., in December 2012. The unrealized gain from the sale of land was about NT$ 4,968,461 thousand. After deducting the investments accounted for using equity method, the credit balance of investment of NT$ 1,008,213 thousand was reclassified to “other non-current liabilities – others”.

Note 3: The internal gains under the consolidation basis are eliminated. Note 4: Transactions between the aforesaid subsidiaries and the parent company are eliminated.

273

Table 11

Yieh Phui Enterprise Co., Ltd. and Its Subsidiaries Information on Investment in Mainland China January 1, 2017 ~ December 31, 2017

Unit: Thousands of NT Dollar/ Foreign Currency Unit: Thousands of NT Dollar/ Foreign Currency Unit: Thousands of NT Dollar/ Foreign Currency Unit: Thousands of NT Dollar/ Foreign Currency Unit: Thousands of NT Dollar/ Foreign Currency Unit: Thousands of NT Dollar/ Foreign Currency Unit: Thousands of NT Dollar/ Foreign Currency Unit: Thousands of NT Dollar/ Foreign Currency Unit: Thousands of NT Dollar/ Foreign Currency Unit: Thousands of NT Dollar/ Foreign Currency
Name of
Investor
Investee in
Mainland China
Main
Activities
Paid-in Capital Means of
investment
(Note 1)
Accumulated
investment balance -
beginning of current
period
Wire-in or wire-out
amount investment
amount
Accumulated
investment
balance-end of
current period
Net Income
(Losses) of
the Investee
Direct and
indirect
percentage
of
ownership

Investment
gain or loss
recognized
in the
current
period
(Note 2)
Carrying
amount at
the
Book Value
Accumula
ted
investmen
t income
received
by the end
ofperiod
Remitted Received
Yieh Phui
Enterprise
Co., Ltd.
Yieh Phui
(China)
Technomaterial
Co., Ltd.
Manufacturing
and marketing of
pickled, cold
rolled,
galvanized and
pre-painted steel
coils
7,029,312
(USD 236,200)
(Note 6)
(II) 1 6,948,960
(USD 233,500)
6,948,960
(USD 233,500)
307,780 100% 307,780
(2). 2
9,954,300
Changshou
ChangHuei
TradingCo.
Trading of steel
products
45,729
(RMB 10,000)
(II) 1
(Note 4)
391 100% 391
(2). 2
47,066
Tianjin Lianfa
Precision Steel
Corporation
Manufacturing
and marketing of
special high
grade alloy
401,760
(USD 13,500)
(II) 1
(Note 5)
(59,637) 100% (59,637)
(2). 2
(46,312)
AWID Asia
Co., Ltd.
AWID Sanghai
Co., Ltd.
Telecommunicati
ons equipment
wholesaling
20,832
(USD 700)
(I) 20,832
(USD 700)
20,832
(USD 700)
(373) 100% (373)
(2). 2
4,235
AWID
Changshou Co.,
Ltd.
Telecommunicati
ons equipment
wholesaling
8,928
(USD 300)
(I) 8,928
(USD 300)
8,928
(USD 300)
(1,891) 100% (1,891)
(2). 2
6,325
Ceiling on investment in Mainland
China imposed by the Investment
Commission of the Ministry of
EconomicAffairs
16,705,015
80,000
80,000
Investor Investee in Mainland China Accumulated remitted investment
balance - end of current period
Approval through Investment
Committee of the Ministry of
Economic Affairs
Ceiling on investment in Mainland
China imposed by the Investment
Commission of the Ministry of
EconomicAffairs
Yieh Phui Enterprise Co., Ltd. Yieh Phui (China) Technomaterial
Co.,Ltd.
6,948,960 (USD 233,500) 7,029,312 (USD 236,200) 16,705,015
AWID Asia Co., Ltd. AWID Sanghai Co.,Ltd. 20,832(USD 700) 20,832(USD 700) 80,000
AWID Changshou Co.,Ltd. 8,928(USD 300) 8,928(USD 300) 80,000

274

Note 1: Investment is handled in one of the three methods below, please specify the chosen investment method:

  • (I) Engaged in direct investment in Mainland China.

  • (II) Reinvested in China through a third area (please specify the investment companies in the third area).

  • Yieh Phui (Hong Kong) Holdings Limited

(III) Others

  • Note 2: Investment gain or loss recognized in the current period:

    • (I) Please specify if it is in the preparation stage without any investment profit or loss generated.

    • (II) Recognition basis of investment profit or loss is categorized into three types, which shall be identified.

      1. Financial statements audited and certified by the international CPA firms that cooperates with ROC CPA firms.

      2. Financial statements reviewed, or audited and certified by the CPA firm of the parent company in Taiwan.

      3. Others

  • Note 3: The figures in the Table shall be expressed in New Taiwan Dollars. Carrying amount at the end of the period is converted using the exchange rate on the reporting date (USD: NTD 1:29.76; RMB: NTD 1:4.5729). Investment gain or loss recognized in the current period is converted using the average exchange rate in from January 1 to December 31, 2017 (USD: NTD 1:30.4492; RMB: NTD 1:4.5121 ).

  • Note 4: Yieh Phui (China) Technomaterial Co., Ltd. invests in Changshou ChangHuei Trading Co. with equity funds of RMB 10 million. As of December 31, 2017, accumulated investment amounted to RMB 10 million.

  • Note 5: The Company originally holds 100% of Tianjin Lianfa Precision Steel Corporation Beneficiary (paid-in capital equals USD 13,500 thousand) through its holding in Hsing Jui Investments Limited. It transfered its ownership to Yieh Phui (China) Technomaterial Co., Ltd.at RMB 20,000 thousand in July 2015. The said proceed, net of tax, of RMB 19,990 thousand (equivalent to USD 3,213 thousand) has been transferred back to the Company’s account in Taiwan.

  • Note 6. Yieh Phui (China) Technomaterial Co., Ltd. recapitalized its retained earnings of USD 2,700 thousand in April, 2017.

  • Note 7: Investment in Changshu Chief Leading Edge Construction Materials Co., Ltd. was completely sold in February, 2013. Investment amount and earnings were received. Investment in Jiangsu J & Y Engineering Co., Ltd. was liquidated in 2012. Thus:

    • (1) Accumulated investment in China investees that were disposed: NT$ 498,539 thousand.

    • (2) Investment gains received from China investees that were disposed: NT$ 69,518 thousand.

  • (II) Significant transactions between the Company and investees in Mainland China during January 1 and December 31, 2017 directly or indirectly through the third area are as follows:

  • Significant transactions between the Company and investees in China: Note 13, Table 7 ~ Table 8.

  • Financing between the Company and investees in China: Note 13, Table 1.

  • Endorsement and guarantee provided by the Company for investees in China: Note 13, Table 2.

275

XIV. Segment Information

(I) General Information:

  • For the purpose of management, the Group’s operational decision makers divided the business group into the following operational units, or reporting segments shown as follows:

  • A. Yieh Phui segment: Mainly engages in the production and sales of coated steel, and the production and installation of overhead cranes.

  • B. Yieh Hsing Segment: Mainly engages in the production and sales of wire rods.

  • C. Yieh Phui (China, including Yieh Phui Hong Kong) segment: Mainly engages in the production and sales of coated

  • D. Other segments: Mainly engage in the production and sales of steel-related products, army supplies, wholesale of telecommunication appliances, and investment activities.

  • (II) Preparation Basis

The decision maker of the consolidated entities monitors the operation results of the operation units and make decisions on resource allocation and performance evaluation. The segment's performance is evaluated by its operation income (loss) and measured in consistent with the principles used in preparing consolidated financial statements. The Group does not include assets and liabilities in management report, so the measurement amounts for segment assets and liabilities are zero. The accounting policy of segment reporting is the same as that described in Note 2 of the consolidated financial statements

(III)Segment Financial Information:

2017:

2017:
Item Yieh Phui
Segment:
Yieh Hsing
Segment
Yieh Phui
(China)
$7,904,601
$30,554,389
88,406
1,281,795
D. Other
Segments:
Adjustment and
Elimination
Total
Revenue
Revenue from
external customers
Revenue from
inter-segment sales
Total revenue
Segment income
(loss)
Non-operating
income and
Income before tax
Income tax expense
(gains)
Net income after
tax
Total assets:
Total liabilities
2016
Item
$28,089,554
1,089,664
$5,047,355
154,565
($437,237)
(2,614,430)
$71,158,662
-
$29,179,218 $7,993,007
$31,836,184
$5,201,920 ($3,051,667) $71,158,662
$1,461,328 $12,929
$857,775
($158,863) $38,205 $2,211,374
(406,009)
Yieh Phui
Segment:
Yieh Hsing
Segment
Yieh Phui
(China)
$7,172,643
$19,027,254
99,869
848,513
D. Other
Segments:
Adjustment and
Elimination
$1,805,365
460,055
$1,345,310
$87,228,348
$57,592,487
Total
Revenue
Revenue from
external customers
Revenue from
inter-segment sales
Total revenue
Segment income
(loss)
Non-operating
income and
Income before tax
Income tax expense
(gains)
Net income after
tax
Total assets:
Total liabilities
$23,544,241
323,424
$3,916,462
76,634
($813,190)
(1,348,440)
$52,847,410
-
$23,867,665 $7,272,512
$19,875,767
$3,993,096 ($2,161,630) $52,847,410
$2,064,727 ($37,278)
$1,766,217
$16,548 $33,823 $3,844,037
(471,965)
276
$3,372,072
993,527
$2,378,545
$82,036,490
$51,792,511

276

(IV) Information on Product and Service:

Revenue derived from main goods and services provided by the Company’s continuing operations are classified by business segment. Please refer to disclosure of revenue by business segment.

(V) Geographical Information:

  1. Revenue from external customers (Revenue was categorized based on countries where customers are located.)
Region
Taiwan
Americas
Asia
Europe
Other regions
Total
2017
2016
$18,273,613
$17,993,200
11,298,368
7,267,810
36,058,080
24,302,802
4,940,907
2,137,112
587,694
1,146,486
$71,158,662
$52,847,410

2. Non-current assets:

Region
Taiwan
Mainland China
Other regions
Total
December 31, 2017:
December 31, 2016:
$41,630,823
$40,360,055
15,999,749
15,735,071
358,247
50,117
$57,988,819
$56,145,243

(VI) Major customers: No customer has reached the disclosure standards.

277

V. Individual Financial Statement for Last Fiscal Year:

278

==> picture [172 x 30] intentionally omitted <==

Crowe Horwath (TW) CPAs Crowe Horwath (TW) CPAs

Member Crowe Horwath International

27F. No.6, Siwei 3rd Rd., Lingya Dist., Kaohsiung, TaiwanR.O.C. Tel:(07)3312133 Main line Fax:(07)3331710

Independent Auditors’ Report

To Yieh Phui Enterprise Co., Ltd.

Auditors’ Opinions

We have audited the Standalone Balance Sheet of Yieh Phui Enterprise Co., Ltd. as of 31 December 2017 and 2016, the Standalone Statements of Comprehensive Income, Standalone Statements of Changes in Equity, Standalone Statements of Cash Flows, and Notes to Standalone Financial Statements (including Summary of Significant Accounting Policies) for the periods from January 1 to December 31, 2017 and 2016.

In our opinion, based on our audits and other auditors’ reports (please refer to other paragraphs), the afore-mentioned Standalone Financial Statements present fairly, in all material respects, the standalone financial position of Yieh Phui Enterprise Co., Ltd. as of December 31, 2017 and 2016, and its standalone financial performance and standalone cash flows for the periods from January 1 to December 31, 2017 and 2016 in conformity with Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

We planned and conducted our audits in accordance with Rules Governing the Auditing and Attestation of Financial Statements by Certified Public Accountants and Generally Accepted Auditing Standards in the Republic of China. Our responsibility under the above mentioned regulations will be further explained in the section titled "Accountant's Responsibility in Auditing the Standalone Financial Statements". We have stayed independent from Yieh Phui Enterprise Co., Ltd. as required by The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled other responsibilities as stipulated by the norm. Based on our audits and other auditors’ reports, we believe we have obtained sufficient and appropriate audit evidence to serve as a basis for our opinion.

Key Audit Matters

Key Audit Matters refer to most vital matters in the process of auditing of 2017 Standalone

279

Financial Statement of Yieh Phui Enterprise Co., Ltd. based on our professional judgment. Such matters have been dealt with in the course of of auditing and compiling the Standalone Financial Statements and in the preparation of our audit opinion. As such, we do not respond to each key matter individually. Key Audit Matters for the Standalone Financial Statements of Yieh Phui Enterprise Co., Ltd. for the year ended December 31, 2017 are stated as follows: Timing of Sales Revenue Recognition

Please see Note 4(25) of the Standalone Financial Statements for accounting policies regarding revenue recognition; please see note 5(2)1 of the Standalone Financial Statements for critical accounting estimates and assumptions regarding revenue recognition; please see note 6(26) of the Standalone Financial Statement for details regarding revenue recognition.

280

Description of key audit matters:

The timing of sales revenue recognition has to do with confirming the time of transfer of ownership and risk to the customer. Since the sales conditions for each major customer may differ, Yieh Phui Enterprise Co., Ltd. determines whether to transfer the ownership and risk of goods sold to the customer according to the trading conditions of each order. As the timing of recognizing the sales revenue may have a major impact on the financial performance of Yieh Phui Enterprise Co., Ltd., we have thus included it as one of the key audit matters. Audit Process Adopted:

Our audit process included understanding and testing the effectiveness of the design and execution of internal control over the timing of sales revenue recognition; sampling and testing the trading terms between the Company and its major customers, and performing cut off test to determine the appropriateness of revenue recognition timing.

II. Inventory Valuation

Please refer to Note 4(12) of the Standalone Financial Statements for accounting policies regarding inventory valuation; please refer to Note 5(2)5. of the Standalone Financial Statements for critical accounting estimates and assumptions regarding inventory valuation and Note 6(7) of the Standalone Financial Statements for details of inventory valuation. Description of key audit matters:

Inventory of Yieh Phui Enterprise Co., Ltd. amounted to NT$ 4,145,137 thousand (net of NT$ 4,146,681 thousand of total inventory costs less NT$ 1,544 thousand of allowance for inventory valuation losses) as of 31 December 2017, which accounted for 8.14% of total assets. The inventory valuation is measured at the lower of the value of inventory cost and net realizable value. Given that the valuation of net realizable value of inventory has a significant impact on critical judgments and estimates and since inventory valuation is dependent on the influence of frequently volatile fluctuations of international metal price, we have thus included this item in the key audit matters.

Audit Process Adopted:

Our major audit process included obtaining management’s assessment information which determines the lower of the value of inventory cost and net realizable value of inventory, sampling estimated selling prices to the most recent sales records, and assessing the appropriateness of management's basis for estimating the net realizable value.

Other Matters

We do not audit the financial statements of some associates that have been included in the afore-mentioned Standalone Financial Statements. They were audited by other auditors.

281

Therefore, any value of such financial statements we have used to form our opinion for the afore-mentioned Standalone Financial Statements are based on other auditors’ reports. The value of investments in the afore-mentioned associates recognized under the equity method as of December 31, 2017 and 2016 were NT$ 5,248,378 thousand and NT$ 4,422,752 thousand respectively, accounting for 10.30% and 9.17% of total assets. The share of profit (loss) of associates and joint ventures recognized under equity method in 2017 and 2016 were NT$ 86,232 thousand and NT$ 123,277 thousand respectively, accounting for 5.16% and 4.09% of income before tax.

Responsibility of the management and the governing body for the Standalone Financial Statements

It is the management’s responsibility to fairly present the Standalone Financial Statements in conformity with Regulations Governing the Preparation of Financial Reports by Securities Issuers, and to sustain internal controls respecting preparation of the Standalone Financial Statements so as to avoid material misstatements due to fraud or errors therein.

282

In preparing the Standalone Financial Statements, the responsibility of management includes assessing the ability of Yieh Phui Enterprise Co., Ltd. to continue as a going concern, disclosing going concern matters, as well as adopting going concern accounting, unless the management intends to liquidate Yieh Phui Enterprise Co., Ltd. or terminate the business, or no practicable measure other than liquidation or termination of the business can be taken.

The governing bodies of Yieh Phui Enterprise Co., Ltd. (including the Audit Committee) have the responsibility to oversee the financial reporting process.

The Accountants’ Responsibility in Auditing the Standalone Financial Statements

The purpose of our audit is to provide reasonable assurance that the Standalone Financial Statements as a whole contains no material misstatements, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. "Reasonable assurance" refers to a high level of assurance. Nevertheless, our audit, which was carried out according to GAAS, does not guarantee that a material misstatement(s) will be detected in the Standalone Financial Statements. There may still be material misstatements due to fraud or errors. If it could have been reasonably anticipated that misstated amounts, individually or in aggregate, could have influenced the economic decisions made by the users of the Standalone Financial Statements, it would be deemed as material.

We have exercised professional judgment and maintained professional skepticism while abiding by GAAS in our audit. The following tasks have also been performed:

  1. Identified and evaluated the risk of a material misstatement(s) due to fraud or errors in the Standalone Financial Statements; designed and carried out appropriate countermeasures for the assessed risks; and obtained sufficient and appropriate evidence as the basis for the audit report. As fraud may involve collusion, forgery, deliberate omissions, false statements, or violations of internal controls, the risk of an undetected material misstatement due to fraud is greater than that due to errors.

  2. Acquired necessary understanding of internal controls pertaining to the audit so as to provide appropriate audit procedures under such circumstances. Nevertheless, the purpose of such an understanding is not to provide any opinion on the effectiveness of the internal controls of Yieh Phui Enterprise Co., Ltd.

  3. Evaluated the appropriateness of the accounting policies adopted by management and the rationality of the accounting estimates and the relevant disclosures.

  4. Concluded on the appropriateness of the management’s use of going concern basis of accounting, and determined whether there existed events or circumstances that might cast

283

significant uncertainty over the ability of Yieh Phui Enterprise Co., Ltd. to continue as a going concern. If we believe there may be factors causing significant uncertainties, we are required to remind the users of the Standalone Financial Statements in our audit report of the relevant disclosures therein, or to amend our report if inappropriate disclosure was made. Our conclusion is based on the audit evidence obtained as of the date of the audit report. However, future events or circumstances may cause Yieh Phui Enterprise Co., Ltd. to cease to continue as a going concern.

  1. Evaluated the overall presentation, structure and content of the Standalone Financial Statements (including the related notes), and determined whether the Standalone Financial Statements present related transactions and events fairly.

  2. Obtained adequate and appropriate audit evidence regarding financial information of entities within the Company so as to express opinions for the Standalone Financial Statements. We are responsible for the direction, supervision and execution of auditing Yieh Phui Enterprise Co., Ltd., and for formation of an audit opinion.

Communications between us and the Company’s governing body take account of the scope and timing of the planned audit and significant audit findings, including any significant deficiencies in the internal controls during the audit process.

284

We have also provided the governing body with our statement of independence in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and communicated with the governing body all relationships and other matters that may be deemed to have an influence on our independence (including safeguard measures).

From the matters communicated with the governing body, we determined the key audit matters for Standalone Financial Statements of Yieh Phui Enterprise Co., Ltd. for the year ended in December 31, 2017. Such matters have been explicitly stated in our audit report, unless laws or regulations prevent their disclosures, or, in extremely rare cases, we decide not to communicate such matters in our audit report in consideration that the reasonably anticipated adverse impacts of such communication would be greater than the public interest it would promote.

Crowe Horwath (TW) CPAs CPA: Huang Ling-Wen

CPA: Hsieh, Jen-Yao

No. of the official approval: FSC No. 10200032833 March 21, 2018

285

Yieh Phui Enterprise Co., Ltd. Balance Sheets December 31, 2017, and December 31, 2016

Unit: In Thousands of New Taiwan Dollars

Code
Notes
Assets
December 31, 20 17 December 31, 2016: Code
Notes
Liabilities and Equity
December 31, 2017 December 31, 2016:
Amount
1100
Cash and Cash Equivalents
6(1)
1110
6(2)
1150
6(3)
1170
6(4)
1180
7
1190
6(5)
1195
6(5)7
1200
6(6)
1210
Other receivable - related party
7
1220
Current income tax assets
130X
6(7)
1410
6(8)
1476
8
11XX
1510
6(2)
1523
6(10)
1543
6(11)
1546
6(12)
1550
6(9)
1600
6(13)
1760
6(14)
1840
6(31)
1920
1980
8
1985
Long-term prepaid rent
6(15)
15XX Total non-current assets
1XXX Total asset
Current assets
Financial assets at fair value through profit or loss -
current
Notes receivable - net
Accounts receivable- Net
Accounts receivable - related parties, net
Construction contract receivable
Construction contract receivables – related parties
Other receivables
Inventories
Prepayments
Other financial assets - current
Total current assets
Non-current assets
Financial assets at fair value through profit or loss - non-
current
Available-for-sale financial assets - non-current
Financial assets carried at cost - non-current
Bond investments with no active market - non-current
Investments accounted for using equity method
Property, plant and equipment
Investment property, net
Deferred income tax assets
Refundable deposits
Other financial assets - non-current
Chairperson: Lin, I-Shou
----------------
----------------
================
$1,469,705
33,634
20,494
1,253,935
328,289
175,452
194,461
171,214
966,250
6,508
4,145,137
308,860
180,149
----------------
9,254,088
----------------
9,999
44,910
549,321
433,401
30,713,470
8,106,718
1,332,100
366,936
43,932
857
86,503
41,688,147
$50,942,235
3
-
-
2
1
-
-
-
2
-
9
1
-
----
18
----
-
-
1
1
60
16
3
1
-
-
-
----
82
----
100
====

286

Yieh Phui Enterprise Co., Ltd. Statements of Comprehensive Income January 1, 2017 ~ December 31, 2017

Unit: In Thousands of New Taiwan Dollars

Code
Note
4000
6(26)
5000
6(7)
5900
6100
6200
6000
6900
7010
6(27)
7020
6(28)
7050
6(30)
7070
7000
7900
7950
Income tax expense (gains)
6(31)
8200
8311
8330
8349
8362
8380
8399
8300
6(32)
8500
==
9750
6(33)
==
Item
Operating revenue
Operating costs
Gross profit (loss)
Operating expenses
Selling expense
Administrative expense
Total operating expenses
Operating income (loss)
Non-operating income and expenses
Other income
Other gains and losses
Finance costs
Share of loss (profit) of subsidiaries, associates
and joint ventures accounted for using equity
method
Total non-operating income and expenses
Net income (loss) before tax
Net income (loss)
Other comprehensive income (loss), net
Items that are not reclassified subsequently to profit or loss:
Remeasurement of defined benefit plans
Share of other comprehensive income of
subsidiaries, associates and joint ventures
accounted for using equity method
income tax expenses (gains) related to items that
are not reclassified subsequently to profit or
loss:
Items that may be reclassified subsequently to profit or loss:
Unrealized valuation gain (loss) on available-
for-sale financial assets
Share of other comprehensive income of
subsidiaries, associates and joint ventures
recognized under equity method
Income tax expense (gains) relating to items that
may be reclassified to profit or loss.
Other comprehensive income (loss), net
Total comprehensive income (loss)
Basic earnings per share (NTD)
Basic earnings per share
2017
100
87
----
13
7
1
----
8
----
5
----
1
-
-1
1
----
1
----
6
1
----
5
----
-
-
-
-
-2
-
----
-2
----
3
======
===
2016
$29,179,218
25,389,583
-----------------
3,789,635
-----------------
-----------------
-----------------
-----------------
-----------------
-----------------
-----------------
-----------------
-----------------
===============
===============
Amount
1,944,199
384,107
2,328,306
1,461,329
210,426
-121,104
-396,624
515,734
208,432
1,669,761
302,356
1,367,405
9,353
-34,051
-5,558
-1,665
-552,889
-85,250
-488,444
$878,961
$0.75

$23,867,665
100
84
-----------------
----
16
5
2
-----------------
----
7
-----------------
----
9
-----------------
----
-
-
-1
5
-----------------
----
4
-----------------
----
13
2
-----------------
----
11
-----------------
----
-
-
-
-
-3
-1
-----------------
----
-4
-----------------
----
7
==============
====
==============
Amount
20,009,747
3,857,918
1,396,827
396,364
1,793,191
2,064,727
113,804
-20,049
-355,796
1,210,065
948,024
3,012,751
510,746
2,502,005
-51,013
-37,215
-11,383
-5,850
-949,026
-142,336
-889,385
$1,612,620
$1.37

(Please refer to Notes to Standalone Financial Statements)

Chairperson: Lin, I-Shou

Manager: Wu Lin-Mao Accounting Manager:

287

Yieh Phui Enterprise Co., Ltd. Statements of Changes in Equity January 1, 2017 ~ December 31, 2017 January 1, 2016 ~ December 31, 2016

Unit: In Thousands of New Taiwan Dollars

Yieh Phui Enterprise Co., Ltd.
Statements of Changes in Equity
January 1, 2017 ~ December 31, 2017
January 1, 2016 ~ December 31, 2016
Unit: In Thousands of New Taiwan Dollars
Item Capital
Capital of comm Capital surplus
Legal reserve
Special reserve
Undistributed ear
Retained earnings
n
Total Equity
Exchange
differences on
translation of
foreign financial
statements
Unrealized gain or
loss for available-
for-sale financial
assets
~~The effective~~
portion of gains
and losses of
financial
instruments
designated as cash
~~flow hed~~ges
====
Difference between the price received from acquisition
or disposal of interest in subsidiaries and book value
Changes in ownership interests in subsidiaries
Balance, December 31, 2017
Balance, January 1, 2016
Net income (loss)
Earnings allocation and distribution:
Legal reserve
Cash dividends for common stocks
Stock dividends for common stocks
Total
Other comprehensive income (loss)
Total comprehensive income (loss)
Net income (loss)
Other comprehensive income (loss)
Total comprehensive income (loss)
Changes in associates and joint ventures accounted for
using equity method
Changes in associates and joint ventures accounted for
using equity method
Difference between the price received from acquisition
or disposal of interest in subsidiaries and book value
Changes in ownership interests in subsidiaries
Balance, December 31, 2016
$17,180,905
$4,673,787
$2,448,261
$327,757
$608,642
$583,467
$54,642
$7,080
$25,884,541
-
-
-
-
2,502,005
-
-
-
2,502,005
-
-
-
-
-76,845
-809,765
-7,080
4,305
-889,385
----------------
----------------
----------------
----------------
----------------
----------------
----------------
----------------
----------------
-
-
-
-
2,425,160
-809,765
-7,080
4,305
1,612,620
----------------
----------------
----------------
----------------
----------------
----------------
----------------
----------------
----------------
-
9,543
-
-
-11,648
-
-
-
-2,105
-
45,136
-
-
-
-
-
-
45,136
-
8,665
-
-
-11,206
-
-
-
-2,541
----------------
----------------
----------------
----------------
----------------
----------------
----------------
----------------
----------------
17,180,905
4,737,131
2,448,261
327,757
3,010,948
-226,298
47,562
11,385
27,537,651
-
-
250,201
-
-250,201
-
-
-
-
-
-
-
-687,236
-
-
-
-687,236
1,030,855
-
-
-
-1,030,855
-
-
-
-
----------------
----------------
----------------
----------------
----------------
----------------
----------------
----------------
----------------
1,030,855
-
250,201
-
-1,968,292
-
-
-
-687,236
----------------
----------------
----------------
----------------
----------------
----------------
----------------
----------------
----------------
-
-
-
-
1,367,405
-
-
-
1,367,405
-
-
-
-
-19,140
-471,480
7,171
-4,995
-488,444
----------------
----------------
----------------
----------------
----------------
----------------
----------------
----------------
----------------
-
-
-
-
1,348,265
-471,480
7,171
-4,995
878,961
----------------
----------------
----------------
----------------
----------------
----------------
----------------
----------------
----------------
-
5,404
-
-
-1,328
-
-
-
4,076
-
131,235
-
-
-
-
-
-
131,235
-
-
-
-
-22,996
-
-
-
-22,996
----------------
----------------
----------------
----------------
----------------
----------------
----------------
----------------
----------------
$18,211,760
$4,873,770
$327,757
$2,366,597
$-697,778
$54,733
$6,390
$27,841,691
============ ================================================================================================= =============

Chairperson: Lin, I-Shou

Manager: Wu Lin-Mao

Accounting Manager: LIN,CHIEN-HUNG

288

Yieh Phui Enterprise Co., Ltd. Statements of Cash Flows January 1, 2017 ~ December 31, 2017 January 1, 2016 ~ December 31, 2016

Unit: In Thousands of New Taiwan Dollars

Item 2017 2016
Cash flows from operating activities
Net income (loss) before tax $1,669,761 $3,012,751
Adjustments:
Income and expense item:
Depreciation 555,656 528,387
Net loss (gain) from financial assets and liabilities at fair value through profit
or loss 912 2,118
Interest expense 396,624 355,796
Interest income -31,238 -3,696
Dividend income -73,652 -7,906
Share of loss (gains) of subsidiaries, associates and joint ventures accounted
for using equity method -515,734 -1,210,065
Loss (gain) on disposal and retirement of property, plant and equipment 27,786 18,408
Reclassification of property, plant and equipment to expense 8,539 15,848
Gain (loss) on disposal of investment -15 -150
Impairment loss on financial assets 1,060
Impairment loss on non-financial assets 2,564
Others 19,995 52,192
----------------- -----------------
Total income and expense items 389,933 -246,504
----------------- -----------------
Changes in operating assets and liabilities:
Net changes in operating assets
(Increase) decrease in held-for-trading financial assets 58,988 6,206
(Increase) decrease in notes receivable -19,714 47,801
(Increase) decrease in accounts receivable -7,385 -296,416
(Increase) decrease in accounts receivable - related parties -146,545 268,590
(Increase) decrease in construction contract receivables 277,083 -198,384
(Increase) decrease in other receivables -37,716 -62,151
(Increase) decrease in inventories -495,122 -1,460,500
(Increase) decrease in prepayments -24,559 -77,572
----------------- -----------------
Total net changes in operating assets -394,970 -1,772,426
----------------- -----------------
Net changes in operating liabilities
Increase (decrease) in notes payable -6,365 37,215
Increase (decrease) in accounts payable -170,702 184,523
Increase (decrease) in construction contract payable -15,068 -1,467
Increase (decrease) in other payables -42,864 110,841
Increase (decrease) in provision 27,619 -35,580
Increase (decrease) in advance receipts -232,972 1,150,161
Increase (decrease) in defined benefit liability, net -48,044 -22,657
----------------- -----------------
Total net changes in operating liabilities -488,396 1,423,036
----------------- -----------------
Total net changes in operating assets and liabilities -883,366 -349,390
----------------- -----------------
Total adjustments -493,433 -595,894
----------------- -----------------
Cash inflow (outflow) from operations 1,176,328 2,416,857
Interest received 29,540 3,298
Dividend received 179,047 25,606
Interest paid -401,853 -354,151
Income tax refunded (paid) -445,746 -87,723
----------------- -----------------
Net cash provided by (used in) operating activities 537,316 2,003,887
----------------- -------

289

Cash flows from investing activities:
Acquisition of Bond investments with no active market -262,747 -170,654
Acquisition of financial assets measured at cost -68,397 -21,913
Disposal of financial assets carried at cost 15 150
Acquisition of investment accounted for using equity method -1,751,426 -976,981
Acquisition of property, plant and equipment -178,732 -181,034
Disposal of property, plant and equipment - 76
Increase in refundable deposits -40,088 -
Decrease in refundable deposits - 1,871
Increase in other receivable - related party -640,000 -310,000
Acquisition of investment property -16,263 -
Increase in other financial assets -46,332 -32,186
Increase in other non-current assets - -6,709
Decrease in other non-current assets 2,906 -
----------------- -----------------
Net cash provided by (used in) investing activities -3,001,064 -1,697,380
----------------- -----------------
Cash flows from financing activities:
Increase in short-term loans 1,994,908 -
Decrease in short-term loans - -1,723,197
Increase in short-term bills payables 310,000 -
Decrease in short-term bills payables - -100,000
Increase in long-term loan 4,600,000 1,600,000
Repayment of long-term loan -3,830,140 -291,200
Cash dividends distributed -687,236 -
----------------- -----------------
Net cash provided by (used in) financing activities 2,387,532 -514,397
----------------- -----------------
Net increase (decrease) in cash and cash equivalents -76,216 -207,890
Cash and cash equivalents, beginning of the period 1,545,921 1,753,811
----------------- -----------------
Cash and cash equivalents, end of the period $1,469,705 $1,545,921
============== =================

(Please refer to Notes to Standalone Financial Statements)

Chairperson: Lin, I-Shou

Accounting Manager: LIN,CHIEN-HUNG

290

Yieh Phui Enterprise Co., Ltd. Notes to Standalone Financial Statements

January 1 to December 31, 2017 and 2016

(Amount in Thousand NTD, Unless Otherwise Stated)

I. Company History

  1. Yieh Phui Enterprise Co., Ltd. (hereinafter referred to as the Company) was established in April 1978, currently a listed company in Taiwan Stock Exchange (hereafter referred to as TWSE). The Company engages mainly in the processing, manufacturing marketing and import/export trading of rolled steel coils, refined steel, molded steel, steel / iron wires, galvanized / pre-painted / surface-treated metals.

  2. The Company’s Board of Directors resolved on May 23, 2005 to merge (simplified merger) with Lien Kang Heavy Industrial Co., Ltd, with the Company as the surviving company. The record date of the merger was set on August 30 2005 3. Every 2.5 common shares of Lien Kang Heavy Industrial Co., Ltd. were converted into 1 common share of the Company. The Company issued additional 4,859 thousand common shares for this merger. Rights and obligations of holders of the newly issued shares were the same as those of the Company’s original shareholders.

  3. Lien Kang Heavy Industrial Co., Ltd., incorporated on November 23, 1989, mainly engages in manufacturing, processing and trading of the various mechanical spare parts, as well as pipe installation and engineering design / manufacture / installation.

  4. The Company's steel pipe department, due to its business expansion, was separated from the Company, and was named as Shin Yang Steel Co. Ltd.. Relevant investment on this was approved by the Board of Directors on January 18th, 2011,and a total of 191 employees were transferred to Shin Yang Steel Co., Ltd.

  5. New Taiwan Dollars (NTD) shall be the functional currency of the Company, and the presentation currency of the Company’s financial statements.

  6. II. Approval Date and Procedure of Financial Statements

  7. The Standalone Financial Statements were released on March 21, 2018 after being approved by the Board of

  8. III. Application of New and Amended Standards and Interpretations

  9. (I) Effects of adopting newly-announced and revised IFRSs standards endorsed by Financial Supervisory Commission (“FSC”) and the amended Regulations Governing the Preparation of Financial Reports by Securities Issuers: The Company assessed the effects of adopting the aforementioned standards and interpretations and found no significant effects on the Company’s financial position and operating results, except those stated below:

  10. 1.Amendment to IAS 36 “Recoverable Amount Disclosures for Non-financial Assets”

  11. Disclosure of the recoverable amount is not required when a cash-generating unit includes goodwill or intangible assets with indefinite useful lives that are not impaired; disclosure of the recoverable amount is required if the impaired value of an individual asset (including goodwill) or a cash-generating unit is significant in recognition or reversal, and, if such recoverable amount is based on fair value less cost of disposal, disclosure of its fair value hierarchy and the valuation technique(s) and key assumptions used to measure the fair value is also required.After assessment, the amendment will expand the disclosure scope of the impairment recognition or reversal of Company’s non-financial assets.

  12. 2.Amendments to Regulations Governing the Preparation of Financial Reports by Securities Issuers: In accordance with the IFRSs endorsed and issued by FSC, the amendment adds disclosure requirements on various accounting items, impairment of non-financial assets, related party transactions, goodwill, as well as emphasizing certain requirements on recognition and measurement.According to the amendment, where the board chairman or president of another company or institution is the same person as the board chairman or president of the Company, or is the spouse or a relative within the second degree or closer of the board chairman or president of the issuer, a party, unless it can be established that no control or significant influence exists, shall be deemed to Furthermore, where the transaction amount or balance of any single related party reaches 10% of the Company's transaction amount or balance of that type of transaction, the Company shall present individually the names and relationships of each such related party.Besides, where the acquired company has significant differences between the expected benefits and the actual benefits after the acquisition, the information shall be disclosed.

When applying the aforementioned amendment retrospectively in 2017, disclosure is required on related party transaction. Please refer to Note 7.

291

  • (II) Effects of not yet applying the newly-announced and revised IFRSs endorsed by the FSC:

The following table summarizes the new, revised, amended standards and interpretations of IFRSs endorsed by

New, revised, amended standards and interpretations Effective Date Issued by
IASB(Note 1)
Amendment to IFRS2 “Classification and Measurement of Share-based Payment January 1, 2018
Amendment to IFRS4 “Applying IFRS 9 'Financial Instruments' With IFRS 4 Insurance January 1, 2018
IFRS9 “Financial Instruments” January 1, 2018
Amendments to IFRS 9 and IFRS 7 in "Mandatory Effective Date and Transition January 1, 2018
IFRS 15 "Revenue from Contracts with Customers" January 1, 2018
Amendments to IFRS 15 ‘Clarifications of IFRS 15’ January 1, 2018
Amendments to IAS 7 in "Disclosure Initiative" January 1, 2017
Amendments to IAS12 “Recognition of Deferred Tax Assets for Unrealized Losses” January 1, 2017
Amendments to IAS 40 “Transfers of Investment Property” January 1, 2018
Amendments to IFRIC22 “Foreign Currency Transactions and Advanced Consideration” January 1, 2018
"Annual Improvements to IFRSs 2014-2016 Cycle" (Note 2)

Note 1: The aforementioned new, revised or amended standards or interpretations are effective for annual periods beginning on or after the effective dates, unless stated otherwise.

Note 2: The amendment to IFRS 12 is applied retrospectively to annual periods beginning on or after January 1, 2017; the amendment to IAS 28 is applied retrospectively to annual periods beginning on or after January 1, 2018.

Except for the following, the application of the aforementioned new, amended, and revised standards and interpretations 1.IFRS9 “Financial Instruments” and related amendments

  • (1) Recognition and measurement of financial assets

Financial assets, originally were within the scope of IAS 39 "Financial Instruments: Recognition and Measurement", are subsequently measured at amortized cost or at fair value.

IFRS 9 Requirements on Classification of Financial Assets Are Stated Below:

The Company's debt instruments, if of which the contractual cash flows come solely as payments on principles and as interests on the principle amount outstanding, are classified and measured as follows:

A. For financial assets, if they are held within a business model whose objective is to collect the contractual cash flows, they would be measured at amortized cost. Such financial assets are assessed for impairment continuously with impairment loss recognized in profit or loss, if any. Interest revenue is recognized in profit or loss by using the effective interest method;

B. For financial assets held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets, the financial assets are measured at fair value through other comprehensive income. Interest revenue of such financial assets is recognized in profit or loss by using the effective rate method. Impairment of such financial assets is continuously assessed, and the gains or losses of impairment, or gains or losses of exchange, shall be recognized in profit or loss, while changes in fair value are recognized in other comprehensive income. Upon derecognition or reclassification of this kind of financial assets, the accumulated fair value gains and losses originally recognized in other comprehensive income shall be reclassified from equity to profit or loss. The Company's financial assets not belong to the above classifications are measured at fair value; any changes in fair values are to be recognized in profit or loss.However, the Company may choose to designate an equity investment that is not held for trading to be measured at fair value through other comprehensive income upon initial recognition.Gains or losses of such financial assets, except for dividend income which is recognized in profit or loss, are recognized in other comprehensive income. No subsequent assessment for impairment is required, and the cumulative gain or loss in fair value previously recognized in other comprehensive income cannot be reclassified from equity to profit

292

The Company and associates assessed both their financial assets held as of December 31, 2017 and the facts and circumstances on which date, and concluded that the categorization and measurement of the following financial assets would change after their application to IFRS 9:

(a) Investment on listed stocks, emerging stocks, and unquoted equity classified as available-for-sale financial assets are designated as per IFRS 9 to be measured at fair value through profit or loss, and any changes in fair value are recognized in profit or loss.

In addition, unquoted equity measured at cost is required by IFRS 9 to be measured at fair value.

(b) With regard to bond investments that are measured at amortized cost and classified as debt instrument investment with no active market, if their contractual cash flows upon initial recognition come solely from payments of principal and interest on the principal amount outstanding, and their business model objectives are fulfilled by both collecting the contractual cash flows and selling financial assets, they are designated as per IFRS 9 to be measured at fair value through other comprehensive income (FVTOCI).

(2) Impairments of financial assets

IFRS 9 requires that impairment loss on financial assets is recognized by using the “Expected Credit Losses Model”. A loss allowance is required for financial assets measured at amortized cost, bond investments measured at FVTOCI, lease receivables, contract assets arising from IFRS 15 "Revenue from Contracts with Customer", written loan commitments and financial guarantee contracts. A loss allowance for the 12-month expected credit losses is required for a financial asset if its credit risk has not increased significantly since initial recognition. A loss allowance for full lifetime expected credit losses is required for a financial asset, provided its credit risk has increased significantly since initial recognition. However, a loss allowance for full lifetime expected credit losses is required for accounts receivable consisting no material financial component. Besides, for original credit-impaired financial assets, the Company takes into account the expected credit losses on initial recognition in calculating the credit-adjusted effective interest rate. The subsequent loss allowance is measured upon the cumulative expected credit loss. After assessment, the Company thinks the simplified approach is applicable to accounts receivable, contract assets, and lease receivables, of which the loss allowance is measured at an amount equal to full lifetime expected credit losses. Before electing between the 12-month expected credit losses and full lifetime expected credit losses to measure the loss allowance of a debt instrument and a financial guarantee contract, the Company performs an assessment to determine whether the credit risks of such assets have increased significant since initial recognition. The Company expects that application to Expected Credit Losses Model of IFRS 9 will result in an earlier recognition of loss allowance for financial assets. The Company does not restate the comparison information to 2017 when electing to apply IFRS 9 requirements respecting classification, measurement and impairment of financial assets. Cumulative effects of changes of first-time adoption is recognized on first-time adoption date. Any information regarding category changes and reconciliation as a result of application to IFRS 9 will also be disclosed.

293

Retrospective application of IFRS 9 requirements respecting classification, measurement and impairment of financial assets does have some effects over assets, liabilities, and equity as of January 1, 2018, which are stated as follows:

as follows:
Effects on Assets,
Liabilities and Equity
Financial assets at fair
value through profit or loss
- current
Financial assets at fair
value through other
comprehensive income -
non-current
Financial assets at fair
value through profit or loss
- non-current
Available-for-sale financial
assets - non-current
Financial Assets Carried at
Cost - Non-current
Bond investments with no
active market - non-current
Investments accounted for
using equity method
Effects on Assets
Effects on Liabilities
Undistributed earnings
Effects on Other Equity
Effects on Equity
December 31, 2017:
CarryingAmount
$33,634
-
9,999
44,910
549,321
433,401
30,713,470
$31,784,735
$-
$2,366,597
(636,655)
$1,729,942
January 1, 2018
Adjustment toFirst-timeAdopCarryingAmountafter Adju
$ -
$33,634
657,798
657,798
457,780
467,779
(44,910)
-
(549,321)
-
(433,401)
-
(17,231)
30,696,239
$70,715
$31,855,450
$-
$-
$51,159
2,417,756
19,556
(617,099)
$70,715
$1,800,657
$33,634
657,798
467,779
-
-
-
30,696,239
$31,855,450
$-
2,417,756
(617,099)
$1,800,657

2.IFRS 15 "Revenue from Contracts with Customers"

IFRS 15, which sets up principles for recognizing revenue that apply to all contracts with customers, will supersede IAS 18 "Revenue" and IAS 11 "Construction Contracts" and other interpretations.

When applying IFRS 15, the Company recognizes revenue by applying the following steps:

(1) Identify the contract with the customer;

(2) Identify the performance obligations in the contract;

  • (3) Determine the transaction price;

(4) Allocate the transaction price to the performance obligations in contracts; and

  • (5) Recognize revenue upon satisfaction of performance obligations.

Because of application of related requirements of IFRS 15, the Company modifies the presentation of certain accounting items in the balance sheet as follows:

294

(1) A company’s obligation to transfer to customers the goods of which the consideration have been paid was presented as advance receipt on the balance sheet in the past reporting periods; however, IFRS 15 requires such obligation to be recognized as a contract liability.

(2) Construction retainage withheld by customers in accordance with terms and conditions of a contract aims to assure that contractors satisfy their obligations. Such retainage has no significant financing component as determined by IFRS 15, and is recognized as a contract asset prior to satisfaction of contract obligations. Prior to application of IFRS15, construction retainage receivables were recognized as accounts receivable under IAS 39.

(3) Where there exists an onerous contract with customers, the Company as required will recognize either inventory impairment or provision for onerous contract. Prior to application of IFRS 15, expected losses of construction contracts were measured and adjusted to construction contract receivable (payable).

The effects of applying IFRS 15 retrospectively on assets, liabilities, and equity as of January 1, 2018 are stated as follows:

as follows:
December 31, 2017 January 1, 2018, After
Adjustment
Carrying Amount Adjustment to First-time
Adoption
Carrying Amount
Accounts receivable $1,582,224 ($31,404) $1,550,820
Construction Contract
Receivable
369,913 (365,675) 4,238
Contract Assets - Current - 402,949 402,949
Effects on Assets $1,952,137 $5,870 $1,958,007
Construction contract
payable
$14,397 ($14,397) -
Provision for Onerous
Contract
- 8,345 8,345
Provision - Current - 1,287,264 1,287,264
Advance receipt 1,275,342 (1,275,342) -
Effects on Liabilities $1,289,739 $5,870 $1,295,609
Effects on Equity $ - $ - $ -

Aside from the aforesaid effects, as of the issuance date of the Standalone Financial StatementS, the Company continuously assesses the effects of the amendments to other standards and interpretations. The result shall be disclosed when the assessment is completed.

295

(III) Effects of IFRSs issued by IASB but not yet endorsed by the FSC:

(III) Effects of IFRSs issued by IASB but not yet endorsed by the FSC:
New, revised, amended standards and interpretations Effective Date Issued by
IASB(Note 1)
Amendments to IFRS 9, "Prepayment Features with Negative Compensation" January 1, 2019 (Note 2)
Amendment to IFRS10 and IAS 28 “Sales or Contributions of Assets between Its
Associate/Joint Venture” Not yet decided
IFRS 16 "Leases" January 1, 2019 (Note 3)
IFRS17 “Insurance Contracts” January 1, 2021
Long-term Interests in Associates and Joint Ventures (Amendments to IAS 28)' January 1, 2019
IFRIC 23 "Uncertainty over Income Tax Treatments" January 1, 2019
Annual Improvements to IFRSs 2015 - 2017 Cycle January 1, 2019

Note 1: The aforementioned new, revised or amended standards or interpretations are effective for annual periods beginning on or after the effective dates, unless stated otherwise.

Note 2: FSC permits companies to elect to an earlier application of such amendment beginning on or after January 1, 2018.

Note 3: FSC promises to declare on December 19, 2017 that all enterprises within the territory of R.O.C. are applying IFRS 16 beginning on or after January 1, 2019.

Except for the following, the application of the aforementioned new, amended, and revised standards and interpretations should not have any material impact on the Company’s accounting policies:

1.IFRS 16 "Leases"

IFRS 16, which governs the accounting standards for leases, will supersede IAS 17 "Leases" and other relevant interpretations.When IFRS 16 is applicable and the Company as lessee, the Company shall recognize in the standalone balance sheets the right-of -use assets and lease liabilities for all leases, except for low-value and shortterm leases which shall be subject to accounting standards similar to "operating leases" in IAS 17.The standalone statements of comprehensive income shall state clearly and respectively the depreciation expense of the right-ofuse assets, the interest expense accrued on the lease liability. The interest should be calculated using the effective rate method.In the standalone statement of cash flows, cash payments for principle of lease liabilities shall be classified in financing activities, whereas cash payments for interest of lease liabilities shall be classified in operating activities.IFRS 16 is not expected to have any material impact on the accounting of the Company as lessor.

Upon the effectiveness of IFRS 15, the Company may elect to apply the Standard either retrospectively to each prior reporting period presented or retrospectively recognize the cumulative effect of initial application to this Standard at the date of "initial application".

2.IFRIC 23 "Uncertainty over Income Tax Treatments"

Per IFRIC23 interpretation, when there is an uncertainty over income tax treatment, the Company shall assume that the taxation authorities shall examine all the relevant data acquired. If the Company concludes that it is probable that its tax treatment will be accepted by the taxation authorities, the Company has to determine taxable profit (tax loss), tax bases, unused tax losses, unused tax credits or tax rates consistently with the tax treatment included in its income tax filings.If it’s not probable that its income tax accounting treatment will be accepted by the taxation authorities, the Company shall use the most likely amount, or expected value to determine taxable profit (tax loss), tax bases, unused tax losses, unused tax credits or tax rates. Provided, however, that the decision should be based on which method provides better predictions of the resolution of the uncertainty.Whenever changes in facts or situation occur, the Company shall again access its judgment and estimates.The Company may elect to apply retrospectively IFRIC 23 without using hindsight, or to recognize the cumulative effects of applying IFRIC 23 retrospectively at the initial application date.Aside from the aforesaid effects, as of the issuance date of the Standalone Financial StatementS, the Company continuously assesses the effects of the amendments to other standards and interpretations. The result shall be disclosed when the assessment is completed.

296

IV. Summary of Significant Accounting Policies

Accounting policies applied in preparing the standalone financial statements are listed below.Unless otherwise stated, the policies shall be applicable to all reporting periods presented.

  • (I) Statement of Compliance

The standalone financial statement has been prepared in accordance with Regulations Governing the Preparation of Financial Reports by Securities Issuers

  • (II) Preparation Basis

  • Except for the following significant items, the standalone financial statements have been prepared under the historical cost convention:

  • (1) Financial assets and liabilities measured at fair value through profit or loss (including derivatives).

  • (2) Available-for-sale financial assets measured at fair value.

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

  • (4) Defined benefit liability is derived from retirement plan assets less the present value of net defined benefit obligation.

  • Critical accounting estimates are required when preparing financial statements based on the IFRSs endorsed by FSC. When the Company adopts the accounting policies, the management is required to exercise judgments on highly judgmental or complex items or significant assumptions and estimates with regards to the standalone financial statements. Please refer to Note 5 for details. 3. In preparing the standalone financial statement, subsidiaries, associates and joint ventures are accounted for using equity method. To assure consistency between the standalone financial statement and the consolidated financial statement on the current profit or loss, other comprehensive income, and equity , any accounting differences arising from the standalone preparation basis and the conolidated preparation basis are to be adjusted by adusting “Investments Accounted for Using Equity Method”, “Share of Profit (Loss) of Subsidiaries, Associates and Joint Ventures Accounted for Using Equity Method ”, “Share of Other Comprehensive Income of Subsidiaries, Associates and Joint Ventures Accounted for Using Equity Method” and other equity items.

  • (III) Foreign Currency Translation

  • Foreign Currency Transaction and Balance

(1) Foreign currency transaction is translated to the functional currency by using the spot exchange rate on the trade date or measurement date. Any translation differences incurred are to be recognized in the current profit or loss.

(2) Balances of monetary assets and liabilities denominated in foreign currencies are adjusted at the spot exchange rates prevailing at the balance sheet date. Exchange gains or losses arsing from such adjustments are recognized in profit or loss

(3) Non-monetary items measured at fair value that are denominated in foreign currencies are translated at the rates prevailing at the date when the fair value was determined and exchange differences arising are included in profit or loss for the year. However, where the changes in fair value are recognized in other comprehensive income, any exchange component of that gain or loss is recognized in other comprehensive income. Nonmonetary items measured at historical cost that are denominated in foreign currencies are recognized using the exchange rates as at the transaction date and are not retranslated.

  1. Translation from Foreign Operations

  2. (1) The operating results and financial position of all subsidiaries and associates that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

  3. A. Assets and liabilities for each balance sheet presented are translated at the closing exchange rate at the end of the financial reporting period;

  4. B. Income and expenses for each statement of comprehensive income are translated at average exchange rates of that period; and

C. All resulting exchange differences are recognized in other comprehensive income.

(2) When the foreign operation partially disposed of or sold is an associate, exchange differences that were recorded in other comprehensive income are proportionately reclassified to profit or loss as part of the gain or loss on sale.In addition, if the Company still retains partial interests in the former foreign associate after losing significant influence over the former foreign associate, such transactions should be accounted for as disposal of all interest in these foreign operations.

(3) When the foreign operation partially disposed of or sold is a subsidiary, cumulative exchange differences that were recorded in other comprehensive income are proportionately transferred to the non-controlling interest in this foreign operation. In addition, if the Company still retains partial interests in the former foreign subsidiary after losing control of the former foreign subsidiary, such transactions should be accounted for as disposal of all interest in these foreign operations.297

  • (IV) Classification of Current and Non-current Assets and Liabilities

  • 1.Rolled Steel (Product) Department

  • (1) Assets that meet one of the following criteria are classified as current assets:

    • A. Assets that are expected to be realized, or are intended to be sold or consumed within the normal operating cycle;

    • B. Assets held primarily for trading purposes;

    • C. Assets that are expected to be realized within 12 months after the balance sheet date;

    • D. Cash and cash equivalents, excluding those that are restricted, or to be exchanged or used to settle liabilities at least twelve months after the balance sheet date.

Otherwise they are classified as non-current assets.

  • (2) Liabilities that meet one of the following criteria are classified as current liabilities:

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

  • B. Assets held primarily for trading purposes;

  • C. Liabilities that are expected to be settled within 12 months after the balance sheet date;

D. Liabilities for which the repayment date cannot be extended unconditionally to more than 12 months after balance sheet date. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.

Otherwise they are classified as non-current liabilities

  • 2.Heavy Industry Department

The business cycle of the majority of our construction contracts is longer than12 months. As a result, assets and liabilities related to the construction contracts are classified as current or non-current assets and liabilities according to the business cycle.

  • (V) Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, bank deposits and shortterm, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value (including time deposits with terms equal to or less than three months).

  • (VI) Financial Instruments

Financial assets and financial liabilities are recognized when the Company becomes a party to the contractual provisions of the instrument.Financial assets and financial liabilities are recognized initially at fair value.Upon initial recognition, transaction costs that are directly attributable to the acquisition or issuance of the financial assets and financial liabilities (except for financial assets and financial liabilities at fair value through profit or loss) should be added to, or subtracted from the fair value of such financial assets and financial liabilities.Transaction costs that are directly attributable to financial assets at FVTPL or financial liabilities at FVTPL are recognized immediately in profit or loss.

(VII) Available-for-sale financial assets measured at fair value.

  1. Financial assets at FVTPL refer to financial assets held for trading or financial assets designated upon initial recognition at fair value through profit or loss.Financial assets are classified in this category of held for trading if acquired principally for the purpose of selling in the short-term.Derivatives are also categorized as financial assets held for trading unless they are designated as hedging instruments pursuant to hedge accounting. Financial assets that meet one of the following criteria are designated as at FVTPL on initial recognition:

(1) Hybrid (combined) contracts; or

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

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

298

  1. On a regular way purchase or sale basis, financial assets at FVTPL are recognized and derecognized using trade date accounting by the Company.

  2. Financial assets at FVTPL are initially recognized at fair value. Related transaction costs are recognized in profit or loss. Such financial assets are subsequently remeasured and stated at fair value, and any changes in the fair value of such financial assets are recognized in profit or loss. For equity instrument investments that do not have quoted prices in an active market or derivatives linked to those investments that do not have quoted prices in an active market and must be settled by delivery of such unquoted equity instruments, when their fair value cannot be reliably measured, the Company would classify them as "financial assets measured at cost ".

(VIII) Loans and Receivables

  1. Accounts receivable- Net

Accounts receivables refer to trade receivables generated from goods sold or services rendered in the normal course of business. They are recognized at fair value upon initial recognition and subsequently measured at amortized cost using the effective interest method, less any impairment, except for short-term receivables on which the effect of discounting is immaterial.

  1. Bond investments with no active market

(1) This refers to bond investments that do not have quoted prices in an active market but have fixed or determinable payments and meet the following criteria:

  • A. Not classified as at FVTPL.

B. Not designated as available-for-sale.

C. Not for which the holder may not recover substantially all of its initial investment, other than because of credit deterioration.

(2) On a regular way purchase or sale basis, bond investments with no active market are recognized using trade date accounting.

(3) Bond investments with no active market are recognized at fair value as of the transaction date plus transaction cost upon initial recognition. They are subsequently measured at amortized cost using the effective interest method, less any impairment. Amortization of discounts or premium under the effective interest method is recognized in profit or loss.

  • (IX) Available-for-sale Financial Assets

  • Available-for-sale financial assets are non-derivatives that are either designated in this category or not classified in any of the other categories

  • On a regular way purchase or sale basis, available-for-sale financial assets are recognized and derecognized using trade date accounting.

  • Available-for-sale financial assets are initially recognized at fair value plus transaction costs. These financial assets are subsequently remeasured and stated at fair value, and any changes in the fair value of these financial assets are recognized in other comprehensive income. For equity instrument investments that do not have quoted prices in an active market or derivatives linked to those investments that do not have quoted prices in an active market and must be settled by delivery of such unquoted equity instruments, when their fair value cannot be reliably measured, the Company would classify them as "financial assets measured at cost ".

299

(X) Impairments of Financial Assets

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

  2. The criteria that the Company uses to determine whether there is objective evidence of an impairment loss is as (1) Significant financial difficulty of the issuer or debtor;

  3. (2) A breach of contract, such as a default or delinquency in interest or principal payments;

  4. (3) The Company granted the borrower a concession that a lender would not otherwise consider for economic or legal reasons relating to the borrower’s financial difficulty;

  5. (4) It becomes probable that the borrower will enter bankruptcy or other financial reorganization;

(5) The disappearance of an active market for that financial asset because of financial difficulties; or (6) Observable data indicating that there is a measurable decrease in the estimated future cash flows from a group of financial assets since the initial recognition of those assets, although the decrease cannot yet be identified with the individual financial asset in the group, including adverse changes in the payment status of borrowers in the group or national or local unfavorable economic conditions that correlate with defaults on the assets in the group;

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

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

  • When the Company assesses that there has been objective evidence of impairment and an impairment loss has occurred, accounting for impairment is made as follows in accordance with the category of financial assets:

  • (1) Loans and Receivables

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

  • (2) Financial Assets Carried at Cost

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

  • (3) Available-for-sale Financial Assets

The amount of the impairment loss is measured as the difference between the asset’s acquisition cost (less any principal repayment and amortisation) and current fair value, less any impairment loss on that financial asset previously recognized in profit or loss, and is reclassified from “other comprehensive income” to “profit or loss”.If, in a subsequent period, the fair value of an investment in a debt instrument increases, and the increase can be related objectively to an event occurring after the impairment loss was recognized, such impairment loss is then reversed through profit or loss. Impairment loss of an investment in an equity instrument recognized in profit or loss shall not be reversed through profit or loss.

300

(XI) Derecognition of Financial Assets

The Company derecognizes a financial asset when one of the following conditions is met:

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

  2. The contractual rights to receive cash flows from the financial asset have been transferred and the Company has transferred substantially all risks and rewards of ownership of the financial asset.

  3. To transfer the contractual rights to receive cash flows of ownership of the financial asset but the Company has not retained the control of financial asset. On derecognition of a financial asset in its entirety, the difference between the asset's carrying amount and the sum of the consideration received or receivable and the cumulative gain or loss that had been recognized in “other equity – unrealized gain/loss of available-for-sale financial assets” under other comprehensive income is recognized in profit or loss.

(XII) Inventory

Inventories are stated at the lower of cost and net realizable value under the perpetual inventory system. Cost is determined using the weighted-average method. The costs of work in progress and finished goods include cost of raw materials, direct labor, other direct cost and a proportion of manufacturing overheads (based on normal operating capacity), excluding borrowing cost. The item by item approach is employed when evaluating the lower of costs and net realizable value. Net realizable value is the balance of estimated selling price in normal operating course less the estimated cost of completion and applicable variable selling expenses.

(XIII) Construction Contracts

  1. A construction contract is defined as a contract specifically negotiated for the construction of an asset in IAS 11 "Construction contracts". When the outcome of a construction contract can be estimated reliably and it is probable that the contract is profitable, revenue is recognized based on the proportion of work completed using the percentage of completion method during the duration of the contract. Contract costs are recognized as an expense when incurred. The stage of completion is determined based on the proportion that contract costs incurred for work performed to the end of reporting date bear to the estimated total contract costs. When it is probable that total contract costs will exceed total contract revenues, the expected loss shall be recognized as an expense immediately. If the outcome of a construction contract cannot be estimated reliably, revenue shall be recognized only to the extent of incurred contract costs that is probable to be recovered.

  2. Contract revenue shall comprise variations in contract work, claims and incentive payments to the extent that they are agreed on by the customer and are capable of being reliably measured. The Company should present the gross amount due from customers for contract work, i.e. when costs incurred plus recognized profits (less recognized losses) exceeds the progress billings, as an asset and recognize it as constrction contract receivables. If the progress billings exceed the sum of costs incurred plus recognized profits (less recognized losses), the amount is presented as a liability and recognize it as construction contract receivables.

301

  • (XIV) Investments Accounted for under the Equity Method - Subsidiaries /Associates

  • Subsidiaries refer to entities (including structured entities) controlled by the Company. Control is achieved when the Company is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.

  • Unrealized gains or losses aring from the transactions between the Company and its subsidiaries have been eliminated.Accounting policies of subsidiaries are adjusted, when necessary, to remain consistent with those of the Company.

  • After acquisition, the Company’s share of its subsidiary’s profits or losses is recognized in profit or loss, and its share of other comprehensive income is recognized in other comprehensive income. When the Company's share of losses in an subsidiary equals or exceeds its interest in the subsidiary, the Company shall continue to recognize losses in proportion to its shareholding percentage in such subsidiary.

  • A change in the ownership interest of a subsidiary without a lose of control (transactions with non-controlling interests) is accounted for as an equity transaction, i.e. transactions with owners in their capacity as owners.Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity.

  • When the Company loses control of a subsidiary, any investment retained in the former subsidiary should be remeasured at fair value and be regarded as the fair value on initial recognition of a financial asset or, when appropriate, as the cost on initial recognition of an investment in an associate or a joint venture. difference between fair value and carrying amount should be recognized in profit or loss.All amounts recognized in other comprehensive income in relation to that subsidiary should be accounted for on the same basis as would be required if the Company had directly disposed of the related assets or liabilities. Therefore, if a gain or loss previously recognized in other comprehensive income would be reclassified to profit or loss on the disposal of the related assets or liabilities, the Company reclassifies the gain or loss from equity to profit or loss when it loses 6. Associates are all entities over which the Company has significant influence but not control. In general, it is presumed that the investor has significant influence, if an investor holds, directly or indirectly 20% or more of the voting power of the investee.Investments in associates are accounted for using the equity method and are initially

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

  • Unrealized gains on transactions between the Company and its associates are eliminated to the extent of the Company’s interest in the associates. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.Accounting policies of associates are adjusted, when necessary, to remain consistent with those of the Company.

  • If the Company does not subscript to new shares issued by an associate in proportion to its shareholding percentage in the associate and results in a change in its investment percentage (while still maintains significant influence), the changes in net equity would be adjusted through “capital surplus” and “investments accounted for under the equity method”.If the Company's investment percentage in the associate is reduced, in addition to the above adjustments, the Company should also reclassify to profit or loss the proportion of the gain or loss which is previously recognized in other comprehensive income and relative to that reduction in ownership interest when such gain or loss would be reclassified to profit or loss on the disposal of the related assets or liabilities. 10. When the Company disposes its investment in an associate and loses significant influence over this associate, the accounting treatment for amounts previously recognized in other comprehensive income in relation to the associate are the same as the one required if the relevant assets or liabilities were directly disposed of. That is, if gain/loss previously recognized in other comprehensive income will be reclassified to profit or loss upon disposal of relevant assets or liabilities, such gain/loss will be reclassified from equity to profit or loss when the Company loses significant influence over the associate.If it still retains significant influence over this associate, then the amounts previously recognized in other comprehensive income in relation to the associate are reclassified to profit or loss proportionately in accordance with the aforementioned approach. 11. Pursuant to the Regulations Governing the Preparation of Financial Reports by Securities Issuers, the profit or loss for the period and other comprehensive income presented in parent company only financial reports shall be the same as the allocations of profit or loss for the period and of other comprehensive income attributable to owners of the parent presented in the financial reports prepared on a consolidated basis, and the owners' equity presented in the parent company only financial reports shall be the same as the equity attributable to owners of the parent presented in the financial reports prepared on a consolidated basis.

302

(XV) Property, Plant and Equipment

  1. Property, plant and equipment are initially recorded at cost. Borrowing costs incurred during the construction period are capitalized.

  2. Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably.The carrying amount of the replaced part is derecognized.All other repairs and maintenance are recognized in profit or loss when incurred.

  3. Land is not depreciated.Other property, plant and equipment apply cost model and are depreciated using the straight-line method to allocate their cost over their estimated useful lives.The Company reviews each assets' residual values, useful lives and depreciation methods at the end of each financial year. If expectations for the assets' residual values and useful lives differ from previous estimates or the patterns of consumption of the assets' future economic benefits embodied in the assets have changed significantly, any change is accounted for as a change in estimate under IAS 8 “Accounting Policies, Changes in Accounting Estimates and Errors” from the date of the change. The estimated useful lives of property, plant and equipment are as follows:

Buildings
Main building for plants
The Office Main
Buildings
Building ancillary
40 ~ 55 years
40 ~ 60 years
8 ~ 35 years
Machinery and equipment 2 ~ 35 years
Other equipment 3 ~ 27 years
  1. Property, plant and equipment is derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset is the difference between proceeds from disposal and carrying amount of the asset, and is recognized in profit or loss.

  2. (XVI) Leased Assets / Lessee

  3. Based on the conditions of the contract, a lease that transfers substantially all the risks and rewards incidental to ownership of an asset to the Company is classified as a finance lease.

(1) At the commencement of the lease term, a lease should be recognized as assets and liabilities at the lower of the fair value of the leased property or the present value of the minimum lease payments.

(2) In subsequent measurement, minimum lease payments is apportioned between the finance cost and the reduction of the outstanding liability. The finance cost is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability.

(3) Property, plant and equipment acquired through a finance lease is depreciated over its useful life.If there is no reasonable certainty that the Company will obtain ownership by the end of the lease term, the asset shall be depreciated over the shorter of the lease term and its useful life.

  1. Operating leases are leases other than finance leases.

For operating leases, lease payments (excluding incentives from the lessor) are recognized as an expense on a straight-line basis during the lease term.

(XVII) Investment Property

Investment property is property held to earn rentals or for capital appreciation or both (including property under construction for such purpose).It also includes land held for a currently undetermined future use.An investment property is measured initially at its cost (including transaction cost) and subsequently measured at cost less accumulated depreciation and impairment loss.The Company applies the straight-line method for depreciation.Investment property under construction is recognized at cost less accumulated impairment loss. Costs include professional service fee and borrowing costs that meet the conditions for

capitalization.Depreciation on those assets begins when they reach their estimated useful conditions.Gain or loss arising from the derecognition of an investment property, i.e. the difference between proceeds from disposal and the carrying amount of the asset, is recognized in profit or loss for the year.

303

(XVIII) Impairments of Non-Financial Assets

The Company assesses at each balance sheet date the recoverable amounts of those assets where there is an indication that they are impaired. An impairment loss is recognized when the asset's carrying amount exceeds its recoverable amount.The recoverable amount is the higher of an asset's fair value less costs to sell or value in use.When the circumstances or reasons for recognizing impairment loss for an asset in prior years no longer exist, the impairment loss shall be reversed to the extent of the loss previously recognized in profit or loss.

  • (XIX) Provision

Provisions (including estimates on short-term employee benefits and sales returns and allowances)are recognized when the Company has a present legal or constructive obligation as a result of past events, and it is probable that an outflow of economic resources will be required to settle the obligation and the amount of the obligation can be reliably estimated.Provisions are measured at the best estimate of the expenditure required to settle the present obligation at the balance sheet date. The discount rate used is a pre-tax discount rate which reflects current market assessments of the time value of money and the risks specific to the liability. The discounted amortization amount is recognized as interest expense.Provisions are not recognized for future operating losses.

  • (XX) Employee Benefits

1. Short-term employee benefits

Short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid and should be recognized as expenses in the period when the employees render service.

  1. Pensions

  2. (1) Defined contribution plan

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

  • (2) Defined benefit plans

A. Net obligation under a defined benefit plan is defined as the present value of pension benefits that employees will receive on retirement for their services with the Company in current period or prior periods. The amount recognized is the present value of the defined benefit obligation at the balance sheet date less the fair value of plan assets.The defined benefit net obligation is calculated annually by independent actuaries using the projected unit credit method.The discount rate employed is the market yieds on government bonds (at the balance sheet date) of a currency and term consistent with the currency

B. The remeasurement amount of defined benefit plans is recognized in other comprehensive income as it arises and presented in retained earnings.

  • C. Expenses associated with past service costs are recognized immediately in profit or loss.

  • Compensation to employees and remuneration to directors and supervisors

Compensation to employees and remuneration to directors and supervisors are recognized as expenses and liabilities, provided that such recognition is required under legal or constructive obligations and those amounts can be reliably estimated.If the accrued amounts are different from the actual distributed amounts resolved by the shareholders subsequently, the differences should be accounted for as changes in accounting estimates.

  1. Termination benefits

Termination benefits are employee benefits provided in exchange for the termination of employment as a result from either the Company’s decision to terminate an employee's employment before the normal retirement date, or an employee's decision to accept an offer of redundancy benefits in exchange for the termination of employment.The Company recognizes expenses at the earlier of when it can no longer withdraw the termination contracts or when it recognizes relevant restructuring costs.Benefits due more than 12 months after balance sheet date are discounted to their present value.

304

(XXI) Financial Liabilities and Equity Instruments

  1. Classification of financial liabilities and equity instruments

  2. The Company classifies its issuance of debts and financial instruments as financial liabilities or equity in accordance with the definition of financial liabilities and equity instruments, as well as the contractual substance

2. Equity instruments

Equity instruments refer to any contracts containing an entity’s residual interest after subtracting liabilities from assets.Equity instruments issued by the Company is recognized as the net of proceeds less direct issuance costs.

3. Financial Liabilities

Financial liabilities that are not held for trading and are not designated as at FVTPL are accounted for at amortized costs at the end of subsequent accounting periods.

4. Derecognition of financial liabilities

The Company will derecognize a financial liability only when the obligation under the obligation is discharged, cancelled or expired.When a financial liability is derecognized, the difference between the carrying value of financial liability derecognized and the consideration paid or payable (including any non-cash asset transferred or liability assumed) should be recorded into profits or losses of the current period.

(XXII) Capital

Common shares are classified as equity.Incremental cost that can be attributed directly to the issuance of new shares or warrants is recognized as a deduction to proceeds under equity.

(XXIII) Share-based payment

  1. For the equity-settled share-based payment arrangements, the employee services received are measured at the fair value of the equity instruments granted at the grant date, and are recognized as compensation cost over the vesting period, with a corresponding adjustment to equity.The fair value of the equity instruments granted shall reflect the impact of market vesting conditions and non-market vesting conditions.Compensation cost is subject to adjustment based on the service conditions that are expected to be satisfied and the estimates of the number of equity instruments that are expected to vest under the non-market vesting conditions at each balance sheet date. Ultimately, the amount of compensation cost recognized is based on the number of equity instruments that eventually vest.

  2. For the cash-settled share-based payment arrangements, the fair value of liabilities assumed are recognized as compensation cost and liabilities over the vesting period and measured as the fair value of equity instruments granted on each balance sheet and settlement dates. Changes are recognized in profit or loss.

  3. (XXIV) Income tax

  4. Income tax expense includes current income tax and deferred income tax.Tax is recognized in profit or loss, except to the extent that it relates to items recognized in other comprehensive income or items recognized directly in equity, in which cases the tax is recognized in other comprehensive income or equity.

2.The current income tax expense is calculated by using the Company’s taxab le income from operation and the tax rates enacted or substantively enacted at the balance sheet date.Management periodically evaluates positions taken in tax returns in accordance with applicable tax regulations. It establishes provisions where appropriate based on the amounts expected to be paid to the tax authorities. Undistributed earnings. According to Income Tax Act, any undistributed surplus earnings should bear an additional 10% income tax, which is recognized as “income tax expense on undistributed earnings” in accordance with the actual undistributed amount in the year in which the shareholders meeting approves the earnings distribution proposal.

  1. Deferred income tax adopts the balance sheet approach. It is recognized as a temporary difference between the tax bases of assets and liabilities and their carrying amounts in the standalone balance sheet at the reporting date.However, the deferred income tax is not accounted for if it arises from initial recognition of goodwill or of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss.Deferred income tax is provided on temporary differences arising on investments in subsidiaries, except where the timing of the reversal of the temporary difference is controlled by the Company and it is probable that the temporary difference will not reverse in the foreseeable future.Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is

305

  1. Deferred income tax assets are recognized only to the extent that it is probable that future taxable profit will be available against which the temporary differences, unused tax losses and unused income tax credits can be utilized. At each balance sheet date, unrecognized and recognized deferred income tax assets are reassessed. 5. Current income tax assets and liabilities are offset when there is a legally enforceable right to offset the recognized amounts and there is an intention to settle on a net basis or realize the asset and settle the liability simultaneously. Deferred income tax assets and liabilities are offset when the entity has the legally enforceable right to offset current tax assets against current tax liabilities and they are levied by the same taxation authority on either the same entity or different entities that intend to settle on a net basis or realize the asset and settle the liability simultaneously.

  2. Tax incentives from acquisitions of equipment or technology, research and development expenditures, employees' training costs and equity investments are recognized in the form of tax credits.

  3. (XXV) Revenue Recognition

  4. Sales of goods

(1) The Company engages mainly in the processing, manufacturing of galvanized / pre-painted / surfacetreated rolled steel coils.Revenue is measured at the fair value of the consideration received or receivable, taking into account sales returns, rebates and discounts, for the sale of goods to external customers in the ordinary course of the Company’s activities. Revenue is recognized when the following conditions are met:

  • (A) Significant risks and rewards related to the ownership of goods are transferred to the customers. (B) The Company no longer participates in management of the product nor maintains effective control. (C) Revenue amount can be reliably measured.

  • (D) Future economic benefits related to the transaction are highly possible to be obtained by the Company.

(E) The occurred or to be occurring transaction costs can be reliably measured. When supplying material for processing, the significant risks and rewards of ownership of the processed goods have not transferred. Thus, it is not treated as sales of goods.

  • (2) The Company offers customers volume discounts and right of return for defective products. The Company estimates such discounts and returns based on historical experience. Provisions for such liabilities are recorded when the sales are recognized.

  • Revenue from services, technical services, leases, dividends and interests

  • (1) The sales of service occurs from services rendered in accordance with contracts and is recognized as revenue by reference to the stage of completion of the contract activity. If a specific task is far more important than the rest, the recognition of revenue should be delayed until that specific task is completed. (2) Revenue of technical service rendered is recognized in accordance with contracts when it is probable that the economic benefits associated with the transaction will flow to the Company and the amount of revenue can be measured reliably.

(3) The rental revenue shall be recognized as revenue in the duration of the lease based on straight-line (4) Dividend revenue from investments is recognized when the rights of shareholders to receive payment are established, provided that the economic profits arising from such transaction are highly probable to flow to the Company and the amount of such benefits can be reliably measured.

(5) Interest revenue is recognized based on outstanding principal and applicable effective interest according to passage of time on an accrual basis.

  1. Construction Contracts

Please refer to Note 4 (13) for details on the recognition of revenue from construction contracts.

  • (XXVI) Borrowing Costs

Borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset are capitalized as part of the cost of the respective assets until the asset is ready for its intended use or sale.Income earned on the temporary investment of the borrowing specifically for the capital expenditure of a qualifying asset is deducted from borrowing cost that meets the capitalization condition.Except for the above, other borrowing costs are recognized as an expense.

306

  • V. The Primary Sources of Uncertainties in Major Accounting Judgments, Estimates, and Assumptions

  • Major accounting judgments, estimates, and assumptions adopted in applying the Company’s accounting policies for the preparation of this standalone financial statement are as follows:

  • (I) Major judgments

  • Financial assets - impairment of equity investments Pursuant to IAS 39, major judgements from the Company are required in determining whether a financial asset - equity investment is impaired.The Company evaluates, among other factors, the duration and extent to which the fair value of an equity investment is less than its cost and the financial health of and short-term business outlook for the investee, including factors such as industry and sector performance, changes in technology and operational and financing cash flow.

  • Financial Assets Carried at Cost

Equity instruments held by the Company with no public quotes from active markets, when recently accessible information is not sufficient to determine their fair value and thus their value cannot be reliably measured, are classified as "financial assets measured at cost"

  1. Revenue Recognition

  2. The determination of whether the Company is acting as principal or agent in a transaction is based on an evaluation of the Company’s exposure to the significant risks and rewards associated with the sale of goods in accordance with the business model and substance of the transaction. When the Company is exposed to significant risks and rewards associated with sale of products or provision of services, it is acting as a principal and the revenue is recognized as the gross amount of economic benefit receivable or received. If the Company is acting as an agent, revenue recognized equals to the net amount of transaction. The Company engages mainly in the processing, manufacturing of galvanized / pre-painted / surface-treated rolled steel coils. As it meets the following criteria, gross amounts are recognized as revenue.

  3. (1) The Company is primarily responsible for providing of goods or services

  4. (2) The Company assumes inventory risk.

  5. (3) The Company assumes customer credit risk.

  6. (II) Critical accounting estimates and assumptions

  7. Revenue Recognition

Revenue from sales of goods is principally recognized when the profits are already collected.Provisions for relevant returns and allowances are estimated based on historical experience and other known factors and recognized as a deduction item to revenue in the period when goods are sold. The Company regularly review the reasonability of such estimates. As of December 31, 2017, provisions for sales return and allowance were NT$ 20,655 thousand.

  1. Impairment assessment of tangible and intangible assets

  2. The Company assesses impairment based on its subjective judgement and determines the separate cash flows of a specific group of assets, useful lives of assets and the future possible income and expenses arising from the assets depending on how assets are utilized and industrial characteristics. Any changes in economic circumstances or in the estimates due to the Company’s strategy might cause material impairment on assets in the future. For the year ended December 31, 2017, the Company recognized impairment loss of NT$ 0 thousand.

  3. Impairment assessment of investments accounted for using equity method

When there is an indication that an investment accounted for using equity method may be impaired and its carrying amount cannot be recovered, the Company would immediately conduct impairment assessment on the asset. The Company evaluates recoverable amount based on the discounted expected future cash flows or cash dividends from the investees and the discounted future cash flows from disposal of the investment. It also analyses the reasonability of relevant assumptions. For the year ended December 31, 2017, the Company recognized impairment loss of NT$ 0 thousand.

  1. Realizability of deferred income tax assets

Deferred income tax assets are recognized only to the extent that it is probable that future taxable income will be available against which the deductible temporary differences can be utilized. Assessment of the realizability of deferred income tax assets involves critical accounting judgements and estimates of the management, including the assumptions of expected future sales revenue growth rate and profit rate, tax exempt duration, available tax credits, tax planning, etc. Any changes in global economic environment, industrial environment, and laws and regulations might cause material adjustments to deferred income tax assets. As of December 31, 2017, the Company recognized deferred income tax assets of NT$ 366,936 thousand.

307

  1. Evaluation of inventories

As inventories are stated at the lower of cost and net realizable value, the Company must determine the net realizable value of inventories on balance sheet date using judgement and estimates. The Company evaluates the amounts of normal inventory consumption, obsolete inventories or inventories without market selling value on balance sheet date, and writes down the cost of inventories to the net realizable value. As of December 31, 2017, the carrying amount of the Company’s inventory was NT$ 4,145,137 thousand. (less NT$ 1,544 thousand of allowance for inventory valuation and obsolescence loss)

  1. Calculation of net defined benefit liabilities

In calculating the present value of defined benefit obligations, the Company must exercise judgements and estimates in determining relevant actuarial assumptions, including the discount rate and future growth rate for salary, on the balance sheet date. Any hanges in the actuarial assumptions may have caused material impacts on the Company’s defined benefit obligations. As of December 31, 2017, the carrying amount of the Company’s net defined benefit liabilities was NT$ 647,450 thousand.

  1. Financial assets – fair value assessment on unlisted stocks with no active markets

Unlisted stocks with no active markets held by the Company are carried at cost net of impairment losses as at the balance sheet date. As the range of reasonable estimates on fair value is significant and various probabilities cannot be reasonably assessed, management of the Company deems the fair value cannot be measured reliably. VI. Descriptions for Major Accounting Subjects

  • (I) Cash and Cash Equivalents
VI. Descriptions for Major Accounting Subjects
(I) Cash and Cash Equivalents
Item
Cash
Checking deposits
Demand deposits
Cash equivalents
Time deposits within three months
Total
December 31,2017:
$1,940
233,957
1,204,048
29,760
$1,469,705
December 31,2016:
$1,890
240,190
1,239,341
64,500
$1,545,921

No cash or its equivalent was pledged as collateral by the Company.

  • (II) Financial Assets and Liabilities measured at fair value through profit or loss
Item
Assets:
Non-derivative financial assets - current
Bond funds
Non-derivative financial assets – non-current
Financial bonds
Liabilities:
Derivative financial liabilities – current
Cross currency swap contracts
December 31,2017:
$33,634
$9,999
$1,751
December 31,2016:
$91,783
$9,999
$-
  1. The Company’s net income (loss) recognized for 2017 and 2016 were NT$ (912) thousand and NT$ (2,367) thousand, respectively.

  2. No financial asset at fair value through profit or loss was pledged by the Company as collateral.

  3. The Company enters cross currency swaps contracts with banks to hedge exchange rate risk of assets denominated in foreign currencies. However, as the Company does not plan on adopting hedge accounting, those contracts are accounted for as financial instruments at fair value through profit or loss upon initial recognition. Outstanding contracts are as follows:

December 31, 2017

Amount (Thousands of
NTD)
USD 6,000
December 31, 2016: None
Due Date
107. 3.26
Swap Rate
Collected/Paid Interest
Rate
USD/NTD 29.98
2.69464%/1.17%

308

(III) Notes receivable - net
Item
Notes receivables
Less: Changes in allowance for doubtful accounts:
Notes receivable - net
December 31,2017:
December 31,2016:
$20,583
$869
(89)
(4)
$20,494
$865

1.As of December 31, 2017 and 2016, no notes receivable was pledged as collateral by the Company.

2.Please refer to Note 7 (3) 3 for related party transactions.

(IV) Accounts receivable- Net
Item
Accounts receivable
Less: Changes in allowance for doubtful accounts:
Accounts receivable- Net
December 31,2017:
$1,259,389
(5,454)
$1,253,935
December 31,2016:
$1,252,004
(5,955)
$1,246,049
  1. The Company’s accounts receivables that are not overdue nor impaired all meet the credit standards stipulated based on the counterparties' industrial characteristics, operation scale and profitability. The average collection period for Carbon Steel Department and is 30 to 60 days. The collection period for Engineering Department is based on contracts.

  2. The Company does not have significant overdue accounts receivables or notes receivables that are not impaired.

  3. Changes in allowance for doubtful accounts: (Including notes receivables, accounts receivables and accounts receivables - related parties)

Item
Beginning balance
Provision of impairment
loss
Reversal of impairment
loss
Write-off of uncollectible
accounts
Ending balance
Item
Beginning balance
Provision of impairment
loss
Reversal of impairment
loss
Write-off of uncollectible
accounts
Ending balance
2017
Impairment loss by
individual assessment
$ -
4,659
-
-
$4,659
Impairment loss by group
assessment
$6,557
(4,659)
-
-
$1,898
2016
Total
$6,557
-
-
-
$6,557
Impairment loss by
individual assessment
$ -
-
-
-
$-
Impairment loss by group
assessment
$6,557
-
-
-
$6,557
Total
$6,557
-
-
-
$6,557

309

As of December 31, 2017 and 2016, the recognized bad debt allowance in determined impaired accounts receivable Aging analysis of impaired accounts receivable is stated as follows:

Not past due
0~30 days past due
31~180 days past due
181~365 days past due
Over 1 year past due
Total
December31,2017:
$ -
-
-
4,659
$4,659
December31,2016:
$ -
-
-
-
$-
  1. As of December 31, 2017 and 2016, no accounts receivable was pledged as collateral by the Company.

(V) Construction contract receivable (payable)

(V) Construction contract receivable (payable)
Less: Changes in allowance for doubtful accounts:
Item
Total costs incurred and profits recognized
Less: Allowance for price decline
Less: Construction progress payment
Net assets and liabilities of undergoing contracts listed as:
Construction contract receivables – non-related parties
Construction contract receivables – related parties
Construction contract payables – non-related parties
Construction contract payables – related parties
(VI) Other receivables
Item
Business tax refundable
Purchase allowance receivable
Insurance claims receivables
Interest receivable
Others
Total
Net
December 31,2017:
$3,378,225
(8,345)
(3,014,364)
$355,516
$175,452
194,461
(14,330)
(67)
$355,516
December 31,2017:
$136,500
29,146
4,965
264
339
$171,214
-
$171,214
December 31,2016:
$2,567,715
(3,752)
(1,946,432)
$617,531
$301,108
345,888
(29,402)
(63)
$617,531
December 31,2016:
$78,000
47,999
8,018
192
41
$134,250
-
$134,250

Insurance claims receivables are amounts to be claimed from the insurance company for the estimated loss of typhoon

(VII) Inventory and Cost of Sales

Item
Rolled Steel (Product) Department
Raw materials
Supplies
Work in progress
Finished goods
By-products and scraps
Subtotal
Less: allowance for inventory valuation and
Net
Total
Net
Heavy Industry Departments
Raw materials
Supplies
Subtotal
Less: allowance for inventory valuation and
December 31,2017:
December 31,2016:
$1,014,337
$857,320
15,541
14,575
743,493
610,016
2,173,086
1,953,614
67,082
55,372
$4,013,539
$3,490,897
(1,250)
(1,016)
$4,012,289
$3,489,881
$129,738
$158,000
3,404
3,456
$133,142
$161,456
(294)
(1,322)
$132,848
$160,134
$4,145,137
$3,650,015

310

  1. Inventory gains (losses) in 2017 and 2016 recognized as cost of sales are as follows:
Unabsorbed manufacturing overheads
Item
Cost of inventories sold
Engineering costs
Processing costs
Inventory valuation losses and obsolescence loss (recover
gain)
Insurance claims
Total operating expenses
2017
$24,177,362
1,028,647
116,747
63,028
3,799
-
$25,389,583
2016
$18,316,892
1,594,832
109,853
18,796
(27,958)
(2,668)
$20,009,747
  1. The Company recognized inventory valuation loss (recovery gain) of NT$ 3,799 thousand and NT$ (27,958) thousand for 2017 and 2016, respectively. The amounts recognized are results either of the recovery of net realizable value because the Company raised prices for certain products due to market stabilization, or of the write-down of inventory to net realizable value.

  2. There is no inventory pledged as collateral by the Company.

(VIII) Prepayments

(VIII) Prepayments
Item
Prepaid material purchase
Sea freight prepaid
Insurance claims
Prepaid rental
Prepaid royalty
Other prepayments
Total
E-Da Development Corp.
Associates without significance
Subtotal
Total
Subtotal
Associates
Associates with significance:
Yieh United Steel Corporation
Eliter International Corp.
Tangeng Iron Works Co., Ltd.
Yieh Phui (Hong Kong) Holdings Limited
CHAMPION LOGISTIC INC.
Yieh Hsing Enterprise Co., Ltd.
Kuo Chang Enterprise Co., Ltd.
United Brightening Development Corp.
Others
(IX) Investments accounted for using equity method
Investee
Subsidiaries:
December 31,2017:
$195,718
57,145
27,083
4,365
2,906
21,643
$308,860
December 31,2017:
$9,952,223
1,709,343
1,481,220
1,263,133
1,869,190
2,774,518
$19,049,627
$4,229,446
2,764,614
1,374,311
1,130,773
2,164,699
$11,663,843
$30,713,470
December 31,2016:
$170,362
57,342
28,228
5,494
2,906
19,969
$284,301
December 31,2016:
$9,818,285
1,697,847
1,596,329
690,453
1,532,379
2,148,251
$17,483,544
$3,969,169
2,826,191
1,357,233
1,201,890
2,208,298
$11,562,781
$29,046,325

311

  1. Subsidiaries:

  2. (1) For information of the Company’s subsidiaries , please refer to Note 4 (3) of the 2017 consolidated financial statements.

  3. (2) Investments accounted for using equity method and the Company’s share of profit or loss and share of other comprehensive income in them are calculated based on financial statements audited by a certified public accountant, except for HSING JUI INVESTMENTS LIMITED in 2017 and HSING JUI INVESTMENTS LIMITED 、 LIAN SO(H.K.)CO., LIMITED and WORTHING HONOR HOLDINGS LTD. in 2016. However, management of the Company does not think there would be a material adjustment if financial statements of the afore-mentioned subsidiaries had been audited by a certified public accountant.

  4. Associates:

  5. (1) Major associates of the Company are as follows:

Company Name
Yieh United Steel Corporation
Eliter International Corp.
Tangeng Iron Works Co., Ltd.
E-Da Development Corp.
ShareholdingPercentage
December31,2017
December31,2016:
24.63%
24.39%
32.84%
32.84%
11.30%
11.30%
28.44%
28.44%

Please refer to Table 9 and Table 10 in Note 13 for the nature of business, main operation location and countries of registration of the associates listed above.

(2)The summarized financial information in respect of the Company’s major associates is as follows: A. Balance Sheets

A. Balance Sheets
Equity
Share of net assets of associates
Unrealized gain/loss from transactions with associates
Carrying amount of associate
Carrying amount of associate
Current assets
Non-current Assets
Current Liabilities
Non-current liabilities
Non-current Assets
Current Liabilities
Non-current liabilities
Equity
Share of net assets of associates
Unrealized gain/loss from transactions with associates
Current assets
Yieh United Steel Corporation
December 31,2017
December 31,2016:
$9,805,569
$7,877,307
37,983,895
38,915,187
17,603,463
20,599,883
12,879,418
9,917,563
$17,306,583
$16,275,048
$4,262,878
$3,969,169
(33,432)
-
$4,229,446
$3,969,169
Eliter International Corp.
December 31,2016:
$7,877,307
38,915,187
20,599,883
9,917,563
$16,275,048
$3,969,169
-
$3,969,169
December 31,2017
$7,093,106
4,696,365
1,712,810
1,514,299
$8,562,362
$2,812,179
(47,565)
$2,764,614
December 31,2016:
$7,081,451
4,445,457
1,921,210
855,778
$8,749,920
$2,873,779
(47,588)
$2,826,191

312

Tangeng Iron Works Co., Ltd.

December 31, 2017 December 31, 2016:
Current assets $4,680,015 $4,408,426
Non-current Assets 24,263,252 24,133,403
Current Liabilities 4,501,392 4,188,691
Non-current liabilities 9,948,594 10,010,973
Equity $14,493,281 $14,342,165
Share of net assets of associates $1,374,311 $1,357,233
Unrealized gain/loss from transactions with associates - -
Carrying amount of associate $1,374,311 $1,357,233
E-Da Development Corp.
December 31, 2017 December 31, 2016:
Current assets $459,792 $315,078
Non-current Assets 8,732,673 9,076,611
Current Liabilities 2,134,251 1,641,262
Non-current liabilities 3,053,558 3,495,049
Equity $4,004,656 $4,255,378
Share of net assets of associates $1,139,014 $1,210,325
Unrealized gain/loss from transactions with associates (8,241) (8,435)
Carrying amount of associate $1,130,773 $1,201,890

B. Statements of Comprehensive Income

Yieh United Steel Corporation

Operating revenue
Net income
Other comprehensive income (net after tax)
Total comprehensive income (loss)
Dividends received from associates
2017
$43,054,406
$696,226
(546,672)
$149,554
-
$
2016
$41,713,114
$163,352
(361,465)
($198,113)
-
$

313

Eliter International Corp.

Operating revenue
Net income
Other comprehensive income (net after tax)
Total comprehensive income (loss)
Dividends received from associates
2017
$228,227
($186,166)
(4,392)
($190,558)
-
$
2016
$310,954
($126,830)
-
($126,830)
-
$

Tangeng Iron Works Co., Ltd.

Operating revenue
Net income
Other comprehensive income (net after tax)
Total comprehensive income (loss)
Dividends received from associates
2017
$18,918,149
$243,225
(87,386)
$155,839
-
$
2016
$13,021,328
$503,350
(24,441)
$478,909
-
$

E-Da Development Corp.

Operating revenue
Net income
Other comprehensive income (net after tax)
Total comprehensive income (loss)
Dividends received from associates
2017
$915,341
($248,116)
(2,606)
($250,722)
-
$
2016
$1,005,719
($249,488)
(3,048)
($252,536)
-
$

(3) Shares of individually insignificant associates of the Company are summarized as follows:

2017 2016
Share of:
Net income $116,728 $176,574
Other comprehensive income (net after tax) (58,613) (19,787)
Total comprehensive income (loss) $58,115 $156,787

314

(4) Associates of the Company with quoted prices in active market (Level 1 fair value inputs) are as follow:

Yieh United Steel Corporation (Note)
Tangeng Iron Works Co., Ltd.
Total
December 31, 2017
December 31, 2016:
$3,107,203
$3,014,333
1,858,991
1,853,058
$4,966,194
$4,867,391

(Note): The fair value information above does not include shares acquired in private placement during the period and are not allowed to be transferred freely in open markets.

(5) For Skylark Hot Spring & Resort Corp., E-Da Cultural Creative Industries Co., Ltd., E-Da Tour Bus Corporation, E-Da Bus Transportation Co., Ltd., E-Da Entertainment Co. and E-Da Health Biotech Co., Ltd, the Company has significant influence either as a result of holding more than 20% of their respective shares with its subsidairies, or being a director in such entities. Consequently, those entities are accounted for using equity method.

(6) The Company participated in the private placement of Yieh United Steel Corporation in February, 2017, and December, 2015, and subscribed at NT$ 7 per share, with the total subscription amount of NT$ 204,876 thousand and NT$ 1,100,400 thousand, respectively. Pursuant to the Securities and Exchange Act, securities from private placement can only be traded freely in the open markets when they are held for three years from the delivery date and the issuer has completed the supplementary procedures of public offering.

(7) Due to cross ownership and the adoption of equity method between the Company and Yieh United Steel Corporation, an investee accounted for using equity method, investment gain/loss is recognized using the treasury stock approach.

(8) Except for E United Japan Co., Ltd., investments accounted for using equity method and the Company’s share of profit or loss and other comprehensive income are calculated based on audited financial statements of those investees. However, management of the management does not think unaudited financial statements of above investees would have a significant impact on the Company.

(9) As of December 31, 2017 and 2016, no investments under equity method were pledged as collateral by the Company.

(X)Available-for-sale financial assets - non-current

ial assets - non-current
Item December 31, 2017 December 31, 2016:
Listed stocks: $44,910 $46,575

As of December 31, 2017 and 2016, no available-for-sale financial asset was pledged as collateral.

315

Item
Domestic stocks not traded in TWSE or TPEX
Foreign stocks not traded in stock market
Total
December 31, 2017
December 31, 2016:
$547,319
$479,982
2,002
2,002
$549,321
$481,984

1.The investments above were classified by the Company as financial assets held at cost because no reasonable and reliable assessments were available to determine their fair values for lacking of quoted price from active market and insufficient information about other similar industries and the investee’s financial information. These investments are measured at cost minus accumulated impairment loss as of the balance sheet date.

  1. For 2017 and 2016, the Company recognized impairment loss of NT$ 1,060 thousand and NT$ 0 thousand, respectively.

  2. As of December 31, 2017 and 2016, no financial assets carried at cost were pledged as collateral.

(XII) Bond investments with no active market - non-current

Item December 31, 2017 December 31, 2016:
Preferred stock
E-Da Development Corp. $170,654 $170,654
Eliter International Corp. 262,747 -
Subtotal $433,401 $170,654
Less: Accumulated impairment - -
Net $433,401 $170,654

1.The Company acquired preferred shares on E-Da Development Corp. (with annual yield rates of 2.5%, three years of issuance period, cumulative and non-participating, cash settled at one time upon maturity). E-Da Development Corp. engages in business of department stores and amusement parks.

2.The Company acquired preferred shares on Eliter International Corp. (with annual yield rates of 3%, three years of issuance period, cumulative and non-participating, cash settled at one time upon maturity). Eliter International Corp. mainly engages in business of development, construction, leasing, and selling of real estates.

  1. For the years ended December 31, 2017 and 2016, the recognized impairment losses were the same amount at NT$ 0 .

  2. As of December 31, 2017 and 2016, no bond investments with no active market were pledged as collateral by the Company.

316

(XIII) Property, Plant and Equipment

(XIII) Property, Plant and Equipment
Item December 31,2017 December 31,2016:
Total
Machinery and equipment
Other equipment
Equipment to be inspected and
Total cost
Less: Accumulated depreciation
Accumulated impairment
Land
Buildings
$1,506,714
3,679,410
13,497,416
1,174,019
262,042
$1,506,714
3,679,482
13,527,047
1,264,348
305,546
$20,119,601
(11,787,681)
(225,202)
$20,283,137
(11,493,088)
(230,495)
$8,106,718 $8,559,554
Cost Land Buildings Machinery and
equipment
Other
Equipment
Equipment to be
inspected and
construction in
progress
$305,546
88,855
-
(94,294)
(29,526)
(8,539)
Total
$1,506,714
-
-
-
-
-
$3,679,482
1,617
(4,573)
2,884
-
-
$13,527,047
59,389
(109,721)
20,701
-
-
$1,264,348
16,061
(177,099)
70,709
-
-
$20,283,137
165,922
(291,393)
-
(29,526)
(8,539)
Balance, January
1, 2017
Addition
Disposal
Reclassification
Transferred to
Investment
property
Transferred to
expenses
Balance,
December 31,
2017
Accumulated
depreciation and
impairment
$1,506,714 $3,679,410 $13,497,416 $1,174,019 $262,042 $20,119,601
$ -
-
-
-
$1,845,431
110,742
(3,750)
(1,902)
$8,668,745
365,888
(84,413)
-
$986,291
78,179
(175,444)
-
$223,116
-
-
-
$11,723,583
554,809
(263,607)
(1,902)
Balance, January
1, 2017
Depreciation
Disposal
Repair expenses
offset against
accumulated
impairment
Balance,
December 31,
2017
$ - $1,950,521 $8,950,220 $889,026 $223,116 $12,012,883

317

Cost Land Buildings Machinery and
equipment
Other
Equipment
Equipment to be
inspected and
construction in
progress
$964,279
144,582
-
(788,636)
1,169
(15,848)
Total
$1,506,714
-
-
-
-
-
$3,679,337
523
(8,270)
7,537
355
-
$12,797,887
30,222
(65,764)
764,702
-
-
$1,303,735
12,937
(68,721)
16,397
-
-
$20,251,952
188,264
(142,755)
-
1,524
(15,848)
Balance, January
1, 2016
Addition
Disposal
Reclassification
Inventory
transferred in
Transferred to
expenses
Balance,
December 31,
2016
Accumulated
depreciation and
impairment
$1,506,714 $3,679,482 $13,527,047 $1,264,348 $305,546 $20,283,137
-
$ -
-
-
-
$1,738,430
109,858
(6,135)
3,596
(318)
$8,377,523
337,552
(50,431)
4,318
(217)
$973,867
80,129
(67,705)
-
-
$223,116
-
-
-
-
$11,312,936
527,539
(124,271)
7,914
(535)
Balance, January
1, 2016
Depreciation
Disposal
Impairment loss
Repair expenses
offset against
accumulated
impairment
Balance, December
-
$
$1,845,431 $8,668,745 $986,291 $223,116 $11,723,583
1. Acquisitions during the period and adjustments for cash flows related to 1. Acquisitions during the period and adjustments for cash flows related to acquisitions of property, plant and equipment:
Item 2017 2016
Increase in property, plant and equipment $165,922 $188,264
Repair payment on wind disasters 1,902 535
Increase/decrease in payables for purchase of 10,908 (7,765)
Cash amount paid for procurement of property, plants
and equipment
$178,732 $181,034
  1. Please refer to Note 6 (30) for details on the amount of capitalized borrowing costs.

  2. Impairment losses for property, plant and equipment recognized for 2017 and 2016 were NT$ 0 thousand and NT$ 7,914 thousand, respectively.

  3. Impairment losses for property, plant and equipment recognized for July and September, 2016, were NT$ 7,914 thousand, among which NT$ 5,350 was claimed from the insurance company. Please refer to Note 12 (7)

  4. The accumulated impairment losses , which were provided for painting equipment and other equipment in Pingnan plant due to the termination of expansion of such plant, were NT$ 223,116 thousand as of December 31, 2017 and 2016.

  5. For the information about property, plant and equipment pledged as collateral, please see Note 8 for details

  6. The Company’s land amounting to NT$ 8,516 thousand as of December 31 2017 and 2016 is unable to be registered under the name of the Company due to regulation restriction. Accordingly, the ownership was registered under the name of an individual with a mortgage registration as safeguard measures.

318

(XIV) Investment property net value

Cost
Balance, January 1, 2017
Addition
Property, Plant and
Equipment transferred in
Balance, December 31,
2017
Accumulated
depreciation and
~~impairment~~
Balance, January 1, 2017
Depreciation
Recogned (Reversed)
Impairment loss
Balance, December 31,
2017
Cost
Balance, January 1, 2016
Addition
Disposal
Balance, December 31,
2016
Accumulated
depreciation and
~~impairment~~
Balance, January 1, 2016
Depreciation
Recogned (Reversed)
Impairment loss
Balance, December 31,
2016
Item
Land
Buildings
Construction in
progress
Total cost
Less: Accumulated
depreciation
Net
Land
$1,269,017
-
-
$1,269,017
-
$ -
-
-
$ Land
$1,269,017
-
-
$1,269,017
-
$ -
-
-
$
December 31,2017
$1,269,017
26,604
45,789
$1,341,410
(9,310)
$1,332,100
Buildings
$26,604
-
-
$26,604
$8,463
847
-
$9,310
Buildings
$26,604
-
-
$26,604
$7,615
848
-
$8,463
December 31,2016:
$1,269,017
26,604
-
$1,295,621
(8,463)
$1,287,158
Construction in
progress
-
$ 16,263
29,526
$45,789
-
$ -
-
-
$ Total
$1,295,621
-
-
$1,295,621
$7,615
848
-
$8,463
Total
$1,295,621
16,263
29,526
$1,341,410
$8,463
847
-
$9,310

319

  1. Rental revenue and direct operating expenses of investment property:
Item
Rental revenue from investment property:
Direct operating expenses incurred by investment property
generating rental revenue in current period
Direct operating expenses incurred by investment property
not generating rental revenue in current period
2017
$11,796
$1,749
$15,651
2016
$11,796
$1,749
$18,073
  1. As of December 31, 2017 and 2016, the fair values of investment property held by the Company were NT$ 2,874,627 thousand and NT$ 2,584,556 thousand respectively, which were based on evaluation appraised by independent appraisers as of December 31, 2017 and 2015. Such evaluation adopted the comparative approach by reference to the market evidence similar to the real estate transaction prices. Those are Level 3 fair value inputs. Please refer to Note 12(4). The Company believes that there would not be any material fluctuation in the fair value of such investment properties after their appraisal. Appraisal will be taken place every two years on the investment properties.

(XV) ) Long-term prepaid rents

Item December 31, 2017 December 31, 2016:
Long-term prepaid rent $89,409 $92,315
Less: Transfer within 12 months (2,906) (2,906)
Total $86,503 $89,409

For long-term prepaid rent with subsidiaries, please refer to Note 7 (3) 11.

(XVI) Short-term borrowing

g
Type of Loan
Credit for material purchases
Total
Credit loans
December 31, 2017
Amount
Interest Rate
$4,174,216
1.54%-2.88%
4,006,560
1.07%-2.70%
$8,180,776
Type of Loan
Credit for material purchases
Credit loans
Total
December 31, 2016
Amount
Interest Rate
$3,195,868
1.53%-2.25%
2,990,000
1.39%-2.25%
$6,185,868

Short-term loans are pledged as loan collaterals for some of financial assets, the property, plant, and equipment. Please refer to Note 8 for details.

320

(XVII) Short-term Bills Payable

(XVII) Short-term Bills Payable
Item
(XVIII) Other Payables
Item
Commercial paper payable
Less: Unamortized discount
Net
Interest Rate Range
Compensations payable
Export and transportation expenses payable
Utility expenses payable
Equipment expenses payable
Cash dividends payable - from previous period
Interest payable
Repairing charges payable
Consumables payable
Employee compensation payable and Directors’
remuneration payable
Pensions payables - under Labor Pension Act
Others
Total
December 31, 2017
$650,000
(384)
$649,616
1.63%-1.80%
December 31, 2017
December 31, 2016:
$340,000
(223)
$339,777
1.637%-1.738%
December 31, 2016:
$252,675
68,402
35,525
25,526
22,639
18,009
16,735
6,654
5,025
7,764
55,358
$514,312
$327,734
26,767
36,675
36,434
22,781
17,682
19,086
7,447
9,066
7,885
56,200
$567,757

Please refer to Note 7 (3) 4 for related party transactions.

(XIX) Provision - current
Item
Employee benefits
Total
Sales return, discounts and allowances
December 31, 2017
December 31, 2016:
$47,235
$37,672
20,655
2,599
$67,890
$40,271

321

Item
January 1, 2017
Recognized in current
period
Written down in current
period
December 31, 2017
Item
January 1, 2016
Recognized in current
period
Written down in current
period
December 31, 2016:
Employee benefits
$37,672
47,235
(37,672)
$47,235
Employee benefits
$35,819
37,672
(35,819)
$37,672
Sales return, discounts and
allowances
$2,599
20,655
(2,599)
$20,655
Sales return, discounts and
allowances
$40,032
2,599
(40,032)
$2,599
Total
$40,271
67,890
(40,271)
$67,890
Total
$75,851
40,271
(75,851)
$40,271
  1. Provision for employee benefits is an estimate of the short-term service leave vested to employees. 2 Provision for sales return & discount is estimated based on historical experience, judgement from the management, and other known reasons for possible return or discount on steel coils and steel tubes, to be deducted from the sale revenue stated in the current period when the goods are sold.

(XX) Long-term Loans and Current Portion of Long-term Liabilities

Item
Bank syndicated loan:
Secured loans from banks
Unsecured loans from banks
Total
Less: Unamortized discount
Less: Current portion
Long-term loans
Interest Rate Range
December 31,2017:
$7,825,000
2,509,660
40,000
$10,374,660
(19,835)
(671,777)
$9,683,048
1.79%-2.325%
December 31,2016:
$6,880,000
2,624,800
100,000
$9,604,800
(14,440)
(787,147)
$8,803,213
1.72%-2.325%
  1. Please refer to Note 8 for the collateral of the above bank loans

  2. According to syndicated loan agreements with banks, the Company needs to maintain several financial ratios, including current ratio, liability ratio and interest coverage ratio, at a certain level, calculated based on the annual consolidated financial statements certified by a CPA and the semi-annual consolidated financial statements reviewed by a CPA for the duration of the contracts. The Company do meet the ratio stipulated in the loan agreements in 2017 in all respects except for liability ratio. Therefore, the Company needs to pay a penalty at 0.15% of the loan balance within time agreed to the managing bank. However, this is not seen as a breach of

(XXI) Pensions

1. Defined contribution plan

(1) The pension system based on the Labor Pension Act which is applicable to the Company’s domestic entities is a defined contribution plan managed by government. Companies would make monthly contribution equal to 6% of each employee's monthly salary to the employees' individual pension accounts at the Bureau of Labor (2) Contributions based on the percentage stipulated in the defined contribution pension plans of the Company and recognized as expenses in the consolidated statement of comprehensive income were NT$ 48,821 thousand and NT$ 45,072 thousand for the years ended December 31, 2017 and 2016, respectively.

322

  1. Defined benefit plans

  2. (1) The pension plan under the Labor Standards Law, which is applicable to the Company’s domestic entities, is a defined benefit pension plan managed by the government. Under the defined benefit pension plan, pension benefits are based on the average monthly salaries and wages of the last 6 months prior to retirement and the duration of employment. Those companies contributes monthly an amount equal to 10% of the employees' monthly salaries and wages to the retirement fund deposited with Bank of Taiwan, under the name of the independent retirement fund committee. Before the end of year, if the balance at the retirement fund is not sufficient to cover all employees retiring next year, a lump-sum deposit should be made before March-end of the following year to cover the difference. The retirement fund is managed by the Bureau of Labor Funds, Ministry of Labor. The Company does not have rights to influence its investment management strategy.

  3. (2) The amounts recognized in the consolidated balance sheet for obligations from defined benefit plans are as

Item
December 31,2017
$1,358,578
(711,128)
$647,450
Item
Present value of defined
benefit obligations
Fair value of planned
assets
Balance as of January 1
$1,392,240
($687,393)
Cost of service
Current service cost
8,647
-
Interest expense
(income)
17,049
(8,488)
Recogniz d in profit and
loss
$25,696
($8,488)
Remeasurement
Return on planned assets
( not including amounts
included in net interest )
$ -
$1,703
Actuarial (gain) loss -
Changes in the
demographic
assumptions
394
-
Changes in financial
assumptions
35,058
-
Experience adjustment
(46,508)
-
Recognized in other
comprehensive income
($11,056)
$1,703
Contribution from
employer
-
(65,251)
Benefits paid
(48,302)
48,301
Balance as of December 31
$1,358,578
($711,128)
2017
Present value of defined benefit obligations
Fair value of planned assets
Net defined benefit liabilities
(3) Changes in net defined benefit liabilities are as follows:
Item
December 31,2017
$1,358,578
(711,128)
$647,450
Item
Present value of defined
benefit obligations
Fair value of planned
assets
Balance as of January 1
$1,392,240
($687,393)
Cost of service
Current service cost
8,647
-
Interest expense
(income)
17,049
(8,488)
Recogniz d in profit and
loss
$25,696
($8,488)
Remeasurement
Return on planned assets
( not including amounts
included in net interest )
$ -
$1,703
Actuarial (gain) loss -
Changes in the
demographic
assumptions
394
-
Changes in financial
assumptions
35,058
-
Experience adjustment
(46,508)
-
Recognized in other
comprehensive income
($11,056)
$1,703
Contribution from
employer
-
(65,251)
Benefits paid
(48,302)
48,301
Balance as of December 31
$1,358,578
($711,128)
2017
Present value of defined benefit obligations
Fair value of planned assets
Net defined benefit liabilities
(3) Changes in net defined benefit liabilities are as follows:
Item
December 31,2017
$1,358,578
(711,128)
$647,450
Item
Present value of defined
benefit obligations
Fair value of planned
assets
Balance as of January 1
$1,392,240
($687,393)
Cost of service
Current service cost
8,647
-
Interest expense
(income)
17,049
(8,488)
Recogniz d in profit and
loss
$25,696
($8,488)
Remeasurement
Return on planned assets
( not including amounts
included in net interest )
$ -
$1,703
Actuarial (gain) loss -
Changes in the
demographic
assumptions
394
-
Changes in financial
assumptions
35,058
-
Experience adjustment
(46,508)
-
Recognized in other
comprehensive income
($11,056)
$1,703
Contribution from
employer
-
(65,251)
Benefits paid
(48,302)
48,301
Balance as of December 31
$1,358,578
($711,128)
2017
Present value of defined benefit obligations
Fair value of planned assets
Net defined benefit liabilities
(3) Changes in net defined benefit liabilities are as follows:
December 31,2016:
$1,392,240
(687,393)
$704,847
Present value of defined
benefit obligations
$1,392,240
8,647
17,049
$25,696
$ -
394
35,058
(46,508)
($11,056)
-
(48,302)
$1,358,578
Fair value of planned
assets
($687,393)
-
(8,488)
($8,488)
$1,703
-
-
-
$1,703
(65,251)
48,301
($711,128)
Net defined benefit
liabilities
$704,847
8,647
8,561
$17,208
$1,703
394
35,058
(46,508)
($9,353)
(65,251)
(1)
$647,450

323

Item
Balance as of January 1
Cost of service
Current service cost
Interest expense (income)
Recognized in profit and
loss
Remeasurement
Return on planned assets (
not including amounts
included in net interest )
Actuarial (gain) loss-
Changes in the
demographic assumptions
Changes in financial
assumptions
Experience adjustment
Recognized in other
comprehensive income
Contribution from
employer
Benefits paid
Balance as of December 31
2016
Present value of defined
benefit obligations
$1,366,450
9,941
16,922
$26,863
$ -
4,525
(77,371)
120,019
$47,173
-
(48,246)
$1,392,240
Fair value of planned
assets
($689,959)
-
(8,695)
($8,695)
$3,840
-
-
-
$3,840
(40,825)
48,246
($687,393)
Net defined benefit
liabilities
$676,491
9,941
8,227
$18,168
$3,840
4,525
(77,371)
120,019
$51,013
(40,825)
-
$704,847
  • (4) Through the pension plan under the Labor Standards Law, the Company is exposed to the following risks: A. Investment risk

The pension funds are invested in equity and debt securities, bank deposits, etc. The investment is conducted at the discretion of the government's designated authorities or under the mandated management by Bureau of Labor Funds, Ministry of Labor. However, the rate of return on the Company’ s planned assets shall not be less than the average interest rate on a two-year time deposit published by the local banks.

  • B. Interest rate risk

A decrease in the government bond interest rate will increase the present value of the defined benefit obligation, however, the return on the debt investments of the plan assets will also increase. Those two will partially offset each other.

  • C. Salary risk

The present value of the defined benefit obligation is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the present value of the defined benefit obligation.

(5) The actuarial valuations of the present value of the defined benefit obligation were carried out by qualified actuaries.The principal assumptions adopted on the valuation date were as follows:

Item
Future salary increase rate
Average maturity period of defined benefit obligations
Discount rate
Measurement date
December 31,2017
1.00%
2.00%
10years
December 31,2016:
1.25%
2.00%
10years

A. Future mortality rate is estimated based on the 2012 Taiwan Standard Ordinary Experience Mortality B. If a reasonable change in one of the principal assumptions for actuarial valuation occurred and all other assumptions were held constant, the increase (decrease) in the present value of defined benefit obligation would be as follows:

324

Item December 31, 2017 December 31, 2016:
Discount rate
Increase by 0.25% (35,074) (37,133)
Decrease by 0.25% 36,416 38,611
Expected growth rate of salaries
Increase by 0.25% 35,962 38,226
Decrease by 0.25% (34,821) (36,955)

The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated. (6) The Company expects to make contributions of NT$ 63,670 thousand to the pension plans in the year ended December 31, 2018.

(XXII) Capital of Common Shares

  1. Quantities and values of the Company’s outstanding common shares at the beginning and ending of periods were as follows:
were as follows:
January 1
Issuance of common stocks
Capitalization of earnings
December 31
January 1
Issuance of common stocks
Capitalization of earnings
December 31
Item
Item
2017
Shares (thousand shares)
1,718,090
-
103,086
1,821,176
2016
Amount
$17,180,905
-
1,030,855
$18,211,760
Shares (thousand shares)
1,718,090
-
-
1,718,090
Amount
$17,180,905
-
-
$17,180,905
  1. As of December 31, 2017 and 2016, the Company had an authorized capital of NT$20,000,000 thousand with 2,000,000 thousand shares.

  2. The Company's shareholders' meeting held on June 22, 2017 had resolved to capitalize earnings of NT$ 1,030,855 thousand. The plan was approved by FSC on July 25, 2017 and 103,086 thousand shares of common share at the par value of NT$ 10 were issued. The base date for share capital increase is set on September 1, 2017.

325

Changes in associates and joint ventures recognized under
equity method
Total
Item
(XXIII) Capital Surplus
Share premium
Treasury stock transaction
Difference between the price received from acquisition or
disposal of a subsidiary and its book value
Change in ownership interests in subsidiaries accounted
for using equity method
December 31,2017
$4,060,366
557,739
212,546
8,665
34,454
$4,873,770
December 31,2016:
$4,060,366
557,739
81,311
8,665
29,050
$4,737,131

Under the Company Act, capital surplus arising from shares issued at premium or from donation may be used for offsetting deficit. Furthermore, if the Company has no accumulated loss, capital surplus may be used for issuing new shares or distributing cash in proportion to shareholders' original holdings. In accordance with regulations in the Securities and Exchange Act, when the above-mentioned capital surplus is used for capitalization, the total amount every year shall not exceed 10% of the paid-in capital. The Company may use capital surplus to offset loss only when the amount of earnings and reserves are insufficient to offset the loss. The capital surplus generated from investment under equity method shall not be used for any purposes.

(XXIV) Appropriation of Earnings

  1. A residual dividend distribution policy is adopted in accordance with the Company’s business expansion and profitability after considering the the fact that the Company is currently in its growing phase. The annual net income, if any, should be used to pay off all the taxes and duties, as well as to compensate prior deficits. The remaining amount, if any, should be appropriated in the following order of presentation: (1) 10% as legal reserve; (2) set aside or reverse a certain amount as or of special reserve according to operating needs or laws or regulations; (3) the remaining net income plus unappropriated earnings from prior years may be used as dividends or bonus for shareholders after proposed by the Board of Directors and resolved by the shareholders meeting. In principle, earnings shall be distributed in the form of stock dividends in accordance with the Company’s capital requirement for business expansion and profitability. Cash dividends are distributed at between 20% to 100% of total dividends distributed in accordance with the actual profitability while stock dividends are distributed at between 0% to 80% of the total dividends distributed.

  2. Legal reserves may only be used for offsetting deficits and issuing new shares or distributing cash in proportion to shareholders’ original holdings. However, when new shares are issued or cash is distributed, the amount shall be limited to 25% of the reserves in excess of the paid-in capital. 3. Special reserve

3. Special reserve
Total
Provision for debit balance of other equity
Provision upon initial application of IAS
Item
December31,2017
$ -
327,757
$327,757
December31,2016:
$ -
327,757
$327,757

(1) The Company may allocate earnings only after providing special reserve for debt balance in other equity on the date of balance sheet, and the reversal of debit balance in other equity, if any, may be stated into allocable earnings.

(2) Upon first-time adoption of IFRSs, the special reserve provided pursuant to the official letter under JinGuan-Jheng-Fa-Zih No. 1010012865 dated April 6, 2012 may be reversed to allocable retained earnings in proportion to the special reserve as provided originally, if the Company uses, disposes of or reclassifies the

326

  1. Shareholders meeting held on June 22, 2016 resolved on proposals to offset the 2015 deficits. No bonus for sharehoders were distributed as a result of the 2015 deficit. The shareholders' meetings held on June 22nd, 2017 passed the earnings distribution and dividends per share for 2016 as follows:
Legal reserve
Cash dividends for common stocks
Stock dividends for common stocks
Total
2016
Earnings appropriation
proposal
Dividends per share (NTD)
$250,201
687,236
0.4
1,030,855
0.6
$1,968,292
  1. As of March 21, 2018, neither dividends nor the earnings appropriation proposal was approved by the Board of Directors of the Company.

  2. Information about earnings distribution approved by the Board of Directors and resolved by the shareholders meeting is available at the Taiwan Stock Exchange Market Observation Post System website.

327

(XXV) Other Equity Items

(XXV) Other Equity Items
Item
Exchange
differences on
translation of foreign
financial statements
Balance, January 1, 2017
($226,298)
Unrealized gains or
losses for available-for-
sale financial assets
-
Share of subsidiaries,
associates and joint
ventures accounted for
using equity method
(471,480)
Balance, December 31, 2017
($697,778)
Item
Exchange
differences on
translation of foreign
financial statements
Balance, January 1, 2016
$583,467
Unrealized gains or
losses for available-for-
sale financial assets
-
Share of subsidiaries,
associates and joint
ventures accounted for
using equity method
(809,765)
Balance, December 31, 2016
($226,298)
Unrealized valuation
gains (losses) of
available-for-sale
financial assets
$47,562
(1,665)
8,836
$54,733
Unrealized valuation
gains (losses) of
available-for-sale
financial assets
$54,642
(5,850)
(1,230)
$47,562
The effective portion
of gains and losses
of financial
instruments
designated as cash
flow hedges
$11,385
-
(4,995)
$6,390
The effective portion
of gains and losses
of financial
instruments
designated as cash
flow hedges
$7,080
-
4,305
$11,385
Total
($167,351)
(1,665)
(467,639)
($636,655)
Total
$645,189
(5,850)
(806,690)
($167,351)

(XXVI) Operating Revenues

s
Processing revenue
Realized (unrealized) profits from
sales
Total sales revenues
Less: Sales return
Sales discount
Net operating revenue
Item
Sales revenue
Construction revenue
2017
$28,111,635
1,078,743
130,132
(19,995)
$29,300,515
-
(121,297)
$29,179,218
2016
$22,448,350
1,652,434
127,928
(52,192)
$24,176,520
(316)
(308,539)
$23,867,665

328

(XXVII) Other Revenues

(XXVII) Other Revenues
Item 2017 2016
Interest income
Interest from bank deposits $5,203 $2,517
Limit of 16,339 807
Other interest income 9,696 372
Subtotal $31,238 $3,696
Rent revenue $14,104 $13,432
Dividend income 73,652 7,906
Other revenue
Income from sales of scrap material 33,676 34,417
Guaranteed fee income 30,722 31,831
Others 27,034 22,522
Total $210,426 $113,804
(XXVIII) Other gains and losses
Item 2017 2016
Foreign exchange gain (loss) - net ($73,939) $23,039
Reversal of gain from (impairment loss on) property, plant
and equipment
- (2,564)
Gain (loss) from disposal of property, plant and equipment (27,786) (18,408)
Valuation Gain (loss) of financial assets at FVTPL 5,614 (295)
Gains from disposal of financial assets at fair value
through profit or loss
(6,526) (1,823)
Gain (loss) on disposal of investments 15 150
Impairment loss of financial assets carried at cost (1,060) -
Other Expenses (17,422) (20,148)
Total ($121,104) ($20,049)

329

(XIX) Personnel, depreciation, depletion and amortization expenses

2017

2017
Nature
Employee benefits
Salary and Wages
Labor and health
insurance premiums
Pension cost (Note 1)
Other employee benefits
Depreciation (Note 2)
Total
Nature
Employee benefits
Salary and Wages
Labor and health
insurance premiums
Pension cost (Note 3)
Other employee benefits
Depreciation (Note 4)
Total
Operating Cost
$704,887
72,175
45,661
125,939
525,481
$1,474,143
2016
OperatingExpense
$361,178
31,279
20,200
35,342
29,328
$477,327
Total
$1,066,065
103,454
65,861
161,281
554,809
$1,951,470
Operating Cost
$733,375
64,655
43,447
135,909
511,042
$1,488,428
OperatingExpense
$381,005
28,178
19,282
36,512
16,497
$481,474
Total
$1,114,380
92,833
62,729
172,421
527,539
$1,969,902

(Notet 1) Excluding pension of NT$ 168 thousand listed as equipment prepayments. (Note 2) Excluding depreciation of NT$ 847 thousand listed as other gains and losses. (Notet 3) Excluding pension of NT$ 511 thousand listed as equipment prepayments.

(Note 4) Excluding depreciation of NT$ 848 thousand listed as other gains and losses.

  1. Numbers of employees were 1,370 and 1,380 persons for the years ended December 31, 2017 and 2016,

  2. According to Articles of Incorporation, compensation to employees and remuneration to directors shall neither be less than 0.2 % nor greater than 0.1% of the net income before tax before which the compensation to employees and remuneration to directors are deducted from. Compensation to employees and remuneration to directors for 2017 and 2016 were distributed at 0.2% and 0.1% of the net income before tax. Any changes in the amounts, if any, after the issuance date of the annual financial statement shall be accounted for using changes in accounting estimates, and should be enterred the next year.

3.. Compensation to employees and remuneration to directors for the years of 2017 and 2016 has been resolved and approved by the Board of Directors on March 21, 2018 and 2017. Relevant amounts recognized in the financial statement are as follows:

2017 2016

2017 2016 2017 2016
Resolved distributed
amount
Recognized amount in the
annual financial report
disposed
Amounts of difference
Employee Compensation /
Directors’ Remuneration
Employee Compensation /
Directors’ Remuneration
$3,350 / $837
$6,044 / $1,511
3,350 / 1,675
6,044 / 3,022
$ - ($838)
$ - ($1,511)
$ - ($1,511)

(1) The above-mentioned employee compensation was distributed in cash.

(2) The differences between the amount resolved for 2017 and 2016 and the amount recognized in financial statements are mainly estimate difference and has been adjusted in profit or loss for 2018 and 2017.

  1. Information about employee compensation and remuneration to directors approved by the Board of Directors is available at the Taiwan Stock Exchange Market Observation Post System website.

330

(XXX) Financial Cost

Item
Interest expense
Less: Amount qualified for capitalization
Finance costs
2017
2016
$397,988
$369,018
(1,364)
(13,222)
$396,624
$355,796

(XXXI) Income Tax

  1. Income tax expense

  2. (1) Components of income tax expense

2017
$112,422
138,903
45,687
5,344
$302,356
2017
($85,250)
(7,148)
1,590
($90,808)
Item
Current income tax expense
Deferred taxes related to temporary difference and loss
deduction
10% tax on retained earnings
Adjustment to prior income taxes
Income tax expense recognized in profit or loss
(2) Income tax expense (gain) associates with other comprehensive income
Share of other comprehensive income of subsidiaries,
associates and joint ventures accounted for using equity
method
Exchange differences on translation of foreign financial
statements
Remeasurement of defined benefit plans
Remeasurement of defined benefit plans
Total
Item
2016
$319,409
140,680
-
50,657
$510,746
2016
($142,336)
(2,711)
(8,672)
($153,719)

331

  1. A reconciliation of income before income tax and income tax expense recognized in profit or loss is as follows:
Item
Other adjustments
Income before tax
Income tax expense at the statutory rate
Tax effect of adjusting items:
Effect of items not included in the calculation of taxable
income
Loss (gain) on investments accounted for using equity
method
Timing difference of revenue recognition
Book-tax difference for depreciation
Temporary differences
Income tax expenses recognized in profit or loss
Realized (unrealized) investment losses
Adjustment to prior income taxes
10% tax on retained earnings
Net changes of deferred income tax
Difference in depreciation period
Loss (gain) on investments accounted for using equity
method
2017
$1,669,761
$283,859
(87,675)
(21,838)
2,722
(59,053)
(5,593)
5,344
45,687
(2,722)
124,194
17,431
$302,356
2016
$3,012,751
$512,168
(205,711)
19,569
1,671
-
(8,288)
50,657
-
(1,671)
154,031
(11,680)
$510,746

A tax rate of 17% is applicable to the Company.

The Income Tax Act was modified in January 2018 by the government of R.O.C., which raised profit-seeking enterprise income tax from 17% to 20% (to be implemented from 2018 onwards), and which on the other hand lowered the tax rate on retained earnings from 10% to 5%.

332

  1. Deferred income tax assets or liabilities from temporary difference, loss carry forwards and investment credits:
Deferred income tax assets
Temporary differences
Exchange differences on
translation of foreign financial
statements
Provision for inventory valuation
loss
Loss of investments under the
cost approach
Impairment losses from property,
plant and equipment
Provision for sales return &
discount
Book-tax difference for
depreciation
Compensation to unused annual
leave
Net defined benefit liabilities
Remeasurement of defined
benefit plans
Timing differences in recognition
of cost and sales revenue
Unrealized exchange losses
Others
Subtotal
Deferred income tax liabilities
Temporary differences
Unrealized exchange gains
Exchange differences on
translation of foreign financial
statements
Gains (losses) of investments
accounted for using equity
method
Subtotal
Total
2017
Beginning
balance
$48,883
1,035
773
38,366
442
10,716
6,404
119,824
4,385
48,478
-
17,450
$296,756
($2,953)
(2,966)
(102,951)
($108,870)
$187,886
Recognized in
profit or loss
$ -
646
(773)
(58)
3,069
2,722
1,626
(8,167)
-
(21,838)
1,844
3,267
($17,662)
$2,953
-
(124,194)
($121,241)
($138,903)
Recognized in
other
comprehensive
income
$82,284
-
-
-
-
-
-
(1,590)
7,148
-
-
-
$87,842
$ -
2,966
-
$2,966
$90,808
Effect of
Exchange
Rate Changes
Ending
balance
$ -
$131,167
-
1,681
-
-
-
38,308
-
3,511
-
13,438
-
8,030
-
110,067
-
11,533
-
26,640
-
1,844
-
20,717
$ -
$366,936
$ -
$ -
-
-
-
(227,145)
$ -
($227,145)
$ -
$139,791

333

2016

Beginning
balance
Recognized in
profit or loss
Deferred income tax assets
Temporary differences
Gains (losses) of investments
accounted for using equity
method
$53,801
($53,801)
Exchange differences on
translation of foreign financial
statements
-
-
Provision for inventory valuation
loss
5,788
(4,753)
Loss of investments under the
cost approach
1,283
(510)
Impairment losses from property,
plant and equipment
37,930
436
Provision for sales return &
discount
6,805
(6,363)
Book-tax difference for
depreciation
9,045
1,671
Compensation to unused annual
leave
6,089
315
Net defined benefit liabilities
115,004
(3,852)
Remeasurement of defined
benefit plans
1,674
-
Timing differences in recognition
of cost and sales revenue
28,909
19,569
Others
9,183
8,267
Subtotal
$275,511
($39,021)
Deferred income tax liabilities
Temporary differences
Unrealized exchange gains
($1,524)
($1,429)
Exchange differences on
translation of foreign financial
statements
(96,419)
-
Gains (losses) of investments
accounted for using equity
method
(2,721)
(100,230)
Subtotal
($100,664)
($101,659)
Total
$174,847
($140,680)
Item
Loss from investment accounted
for using equity method
Loss of investments under the
cost approach
Others
4. Items not recognized as deferred income tax assets:
41,224
18,448
December 31,2017
$404,645
Recognized in
other
comprehensive
income
Effect of
Exchange
Rate Changes
$ -
$ -
48,883
-
-
-
-
-
-
-
-
-
-
-
-
-
8,672
-
2,711
-
-
-
-
-
$60,266
$-
$ -
$ -
93,453
-
-
-
$93,453
$-
$153,719
$-
40,451
10,413
December 31,2016:
$403,430
Ending
balance
$ -
48,883
1,035
773
38,366
442
10,716
6,404
119,824
4,385
48,478
17,450
$296,756
($2,953)
(2,966)
(102,951)
($108,870)
$187,886

334

  1. Information regarding the integrated income tax is as follows:
Item
Item
Balance of shareholders' imputation credit accounts
Unappropriated earnings generated before 1997
Unappropriated earnings generated after 1998
Tax creditable ratio for distribution of earnings
December 31, 2017
December 31,
2016:
(Note)
$534,140
(Note)
-
(Note)
3,010,948
2017
2016
(Note)
22.00%
(Actual)

Note: The integrated income tax system and relevant regulations were abolished by the amendments to Income Tax Act which was announced and effected in February 2018.

6. The profit-seeking enterprise income tax of the Company is approved by the taxation authority till 2015.

(XXXII) Other Comprehensive Income

2017
Item Before tax Income tax expense
(gain)
Net value after
tax
Items that are not reclassified subsequently to profit or
loss:
Remeasurement of defined benefit plans $9,353 ($1,590) $7,763
Share of subsidiaries, associates and joint ventures
accounted for using equity method
(34,051) 7,148 (26,903)
Subtotal ($24,698) $5,558 ($19,140)
Items that may be reclassified subsequently to profit or
loss:
Unrealized valuation gain (loss) on available-for-sale
financial assets
($1,665) $ - ($1,665)
Share of subsidiaries, associates and joint ventures
accounted for using equity method
Exchange differences on translation of foreign
financial statements
(556,730) 85,250 (471,480)
Unrealized valuation gain (loss) on available-for-
sale financial assets
8,836 - 8,836
The effective portion of gains (losses) on financial
instruments designated as cash flow hedges
(4,995) - (4,995)
Subtotal ($552,889) $85,250 ($469,304)
Recognized in other comprehensive income ($577,587) $90,808 ($488,444)

335

2016
Item Before tax Income tax expense
(gain)
Net value after
tax
Items that are not reclassified subsequently to profit or
loss:
Remeasurement of defined benefit plans ($51,013) $8,672 ($42,341)
Share of subsidiaries, associates and joint ventures
accounted for using equity method
(37,215) 2,711 (34,504)
Net
Subtotal ($88,228) $11,383 ($76,845)
Items that may be reclassified subsequently to profit or
loss:
Unrealized valuation gain (loss) on available-for-sale
financial assets
($5,850) $ - ($5,850)
Share of subsidiaries, associates and joint ventures
accounted for using equity method
Exchange differences on translation of foreign
financial statements
(952,101) 142,336 (809,765)
Unrealized valuation gain (loss) on available-for-
sale financial assets
(1,230) - (1,230)
The effective portion of gains (losses) on financial
instruments designated as cash flow hedges
4,305 - 4,305
Subtotal ($949,026) $142,336 ($812,540)
Recognized in other comprehensive income ($1,037,254) $153,719 ($889,385)

(XXXIII) Earning Per Common Share

Weighted average number of shares outstanding after
retrospective adjustment (shares in thousands) (B)
Item
Basic earnings per share (after tax) (NT$)(A)/(B)
Net income
Less: Dividends for preferred shares
Net income attributable to shareholders of common
stocks (A)
Weighted average number of outstanding shares
(thousand shares)
2017
2016
$1,367,405
$2,502,005
-
-
$1,367,405
$2,502,005
1,821,176
1,718,090
1,821,176
1,821,176
$0.75
$1.37

The Company's shareholders' meeting held on June 22, 2017 had resolved to capitalize earnings and issue 103,086 thousand new shares . The base date for share capital increase was set on September 1, 2017. After retrospective adjustment for 2017 and 2016, the number of such shares were 1,821,176 thousand shares.

VII. Related-Party Transactions

  • (I) The parent company and ultimate controller:

The Company is the ultimate controller of the Group.

336

(II). The names and relations of related parties Name of related party Relationship with the Company Shin Yang Steel Co., Ltd. Subsidiaries Shin Phui Steel Corporation Subsidiaries Yieh Hsing Enterprise Co., Ltd. Subsidiaries Great Emperor Hotel CO., LTD. Subsidiaries Kingsgarden International CO., LTD. Subsidiaries Yieh Phui (Hong Kong) Holdings Limited Subsidiaries Yieh Phui (China) Technomaterial Co., Ltd. Subsidiaries Tianjin Lianfa Precision Steel Corporation Subsidiaries Kuo Chang Enterprise Co., Ltd. Subsidiaries United Brightening Development Corp. Subsidiaries Gen-Wan Technology Corp. Subsidiaries Hong Yuh Assets Management Co.,Ltd. Subsidiaries LIAN SO(H.K)CO., LIMITED Subsidiaries EMMT Systems Corporation Subsidiaries APPLIED WIRELESS IDENTIFICATIONS GROUP,INC. Subsidiaries Golden Developments Holdings Ltd. Subsidiaries Yieh United Steel Corporation Associate Yieh Mau Corporation Associate Synn Industrial Co., Ltd. Associate ASIAZONE CO., LTD. Associate Cheng Shin Security Co., Ltd. Associate Eliter International Corp. Associate E-Da Development Co., Ltd Associate E United Japan Co., Ltd. Associate E-Da Bus Co., Ltd. Associate E-DA Tour Bus Co., Ltd. Associate Eda Entertainment CO., LTD Associate E-Da Cultural Creative Industry Co., Ltd. Associate E-Da Visual Effects Company Limited. Associate E-Da Health Biotechnology Co., Ltd. Associate Yieh Hong Enterprise Co., Ltd. Other related parties YIEH CORPORATION LIMITED Other related parties Pacific Harbor Stevedoring Corporation Other related parties New Spring Construction Corp. Other related parties UniPattern Corporation Other related parties Skylark International Hotel Co., Ltd. Other related parties LI-SIN Business Co., Ltd. Other related parties YI-GAO Biotech Co., Ltd Other related parties E-Da Earl Apartment Building Management and Other related parties Maintenance Co., Ltd Royal Palace Hong Kong Style Restaurant Co., Ltd. Other related parties E-Da Royal Hotel Company Ltd. Other related parties E-Da Hospital Other related parties E-Da Health Management Consulting Co., Ltd. Other related parties E-Da Professional Baseball Enterprise Co., Ltd Other related parties I-Shou University Other related parties I-Shou University Internship Center Other related parties Muzee Corporation Other related parties Long Hua Travel Services Co., Ltd. Other related parties CHEN,YUNG-HSIEN Other related parties CHANG,WEI-KUNG Other related parties

337

(III) Significant Transactions between Related Parties

The Company's transactions with related parties are disclosed as follows:

1. Operating revenue

Accounting subject Type of related party /
~~Name~~
2017 2016
Sales revenue Subsidiaries $1,085,498 $319,416
Associates 1,474,759 1,702,018
Other related party 773,806 238,651
Total $3,334,063 $2,260,085
Construction revenue Subsidiaries $1,870 $4,007
Associates 611 272
Other related party 544,423 820,412
Total $546,904 $824,691

(A) Selling price to the Company's related parties, including hot rolled coil, galvanized coils, scrap (bar), etc. and trading terms are the same with those to other customers. Payment period was within one to two months.

(B) Selling price of carbon steel and steel scraps to related parties are set with reference to the purchase price of a non-related party as a trading counterpart. Payment term is monthly, and closes in 15 days.

(C) The construction contracts between the Company and above-mentioned related parties were established at prices negotiated by both parties. Contract proceeds were collected according to the collection clauses stated in these contracts. Unless agreed on by both parties, payments cannot be delayed.

2. Purchases

Type of related party/Name
Subsidiaries
Associates
Other related party
Yieh Hong Enterprise Co., Ltd.
Others
Total
2017
2016
$40,167
$1,119
55,147
108,892
2,512,976
1,602,814
9,162
98
$2,617,452
$1,712,923

Items purchased by the Group from above related parties were mainly stainless billets and carbon steel billets. The purchase prices are similar to that offered to other suppliers. Payment term is LC at sight or T/T before shipment (not significantly different than terms to other suppliers).

338

3. Accounts receivable - related parties (excluding loans to related parties)

3. Accounts receivable - related parties (excluding loans to related parties)
Accountingsubject
Type of related party /
~~Name~~
December 31,2017
Notes receivable
Other related party
$798
Less: Changes in
allowance for doubtful
accounts:
-
Net
$798
Accounts receivable
Subsidiaries
$95,341
Associates
ASIAZONE CO., LTD.
213,953
Others
20,009
Other related party
-
Total
$329,303
Less: Changes in
allowance for doubtful
accounts:
(1,014)
Net
$328,289
Construction contract
receivable
Subsidiaries
$2,261
Associates
-
Other related party
New Spring Construction
Corp.
190,033
Others
2,167
Total
$194,461
Less: Changes in
allowance for doubtful
accounts:
-
Net
$194,461
Other receivables
Subsidiaries
$11,834
Associates
2,604
Other related party
1,812
Total
$16,250
Less: Changes in
allowance for doubtful
accounts:
-
Net
$16,250
Accountingsubject
Type of related party /
~~Name~~
December 31,2017
Notes payable
Subsidiaries
$5
Associates
-
Other related party
786
Total
$791
Accounts payable
Subsidiaries
$128
Associates
322
Other related party
9,620
Total
$10,070
Construction contract
payable
Subsidiaries
$67
Other related party
-
Total
$67
Other payables
Subsidiaries
$1,340
Associates
2,259
Other related party
32,282
Total
$35,881

4. Accounts payble - related party (excluding loans from related parties)
December 31,2016:
$218
-
$218
$57,007
103,422
20,326
2,003
$182,758
(598)
$182,160
$1,473
301
344,114
-
$345,888
-
$345,888
$10,360
3,163
277
$13,800
-
$13,800
December 31,2016:
$ -
2,174
1,538
$3,712
$ -
-
-
$-
$63
-
$63
$1,095
890
2,179
$4,164

339

s

5. Prepayments

Type of related party December 31, 2017 December 31, 2016: / Name Other related party $69,890 $70,444

  • 6.Asset transactions

  • (1) Property, plant and equipment acquired:

2017:

Type of related party Transaction target Transaction amount / Name Transportation Subsidiaries $356 equipment Construction of transportation Other related party 765 equipment and monitoring system

The above-mentioned transaction price was agreed on by both parties upon negotiation with reference to appraisal reports or market prices. As of December 31, 2017, the amount outstanding equaled NT$ 0 thousand.

2016

Type of related party Transaction target Transaction amount / Name Computer equipment, Other related party $600 etc.

The above-mentioned transaction price was agreed on by both parties upon negotiation with reference to appraisal reports or market prices. As of December 31, 2016, the transaction price was fully paid.

  • (2) Disposal of property, plant, and equipment:

2017: None.

2016
Type of related party
/ Name
Other related party
Transaction target
Transportation
equipment
Transaction amount
Gains or loss from
disposal
$76
$38

The above-mentioned transaction price was agreed on by both parties upon negotiation. As of December 31, 2015, all the transaction amount was fully paid.

  • (3) Acquisition of investment property: None.

  • (4) Disposal of investment property: None.

  • (5) Acquisition of financial assets: None:

  • (6) Disposal of financial assets: None:

340

(7) Acquisition of other assets:

2017:
Type of related party /
~~Name~~
Associates
Yieh United Steel
Corporation
Yieh United Steel
Corporation
Transaction amount
$479,467
275,217
Transaction target
42,925 thousand shares of Kuo Chang Enterprise Co., Ltd.
21,843 thousand shares of United Brightening
Development Corp.

The above-mentioned transaction price of shares was agreed on by both parties upon negotiation with reference to the net worth per share of the investees. As of December 31, 2017, transactions were fully paid.

2016
Type of related party /
~~Name~~
Subsidiaries
Shin Yang Steel Co., Ltd.
Associate
Yieh United Steel
Corporation
Transaction amount
$128,000
279,335
Transaction target
23,000 thousand shares of United Brightening
Development Corp.
16,000 thousand shares of Hong Yuh Assets Management
Co.,Ltd.

The above-mentioned transaction price of shares was agreed on by both parties upon negotiation with reference to the net worth per share of the investees. As of December 31, 2016, transactions were fully paid.

(8) Disposal of other assets: None:

7. Loan to related parties:

(1) Other receivables

7. Loan to related parties:
(1) Other receivables
Great Emperor Hotel CO., LTD.
Type of relatedparty/ Name
Total
Subsidiaries
Subsidiaries
Type of relatedparty/ Name
(2) Interest income
Kingsgarden International CO., LTD.
Subsidiaries
Great Emperor Hotel CO., LTD.
Kingsgarden International CO., LTD.
Total
Interest Rate Range
Type of relatedparty/ Name
Great Emperor Hotel CO., LTD.
Kingsgarden International CO., LTD.
Total
2017
Endingbalance
$380,000
570,000
$950,000
2016
The highest balance
$520,000
670,000
$1,190,000
Endingbalance
$110,000
200,000
$310,000
2017
$6,684
9,655
$16,339
2.50%
The highest balance
$110,000
200,000
$310,000
2016
$256
551
$807
2.50%

341

  1. Loan from related parties: None.

9. Endorsements and Guarantees

The Company borrowed for related parties from banks and details of endorsement are as follows:

Unit: In Thousands of

NTD

Unit: In Thousands of
NTD
Type of relatedparty
Subsidiaries
Type of relatedparty
Subsidiaries
December 31,2017
Currency
Amount
USD
142,000
CNY
1,345,000
NTD
1,786,000
December 31,2016:
Currency
Amount
USD
132,000
CNY
1,405,000
NTD
2,016,000

(2) Land provided by subsidiaries as collateral for bank loans amounted to the same amount at NT$ 1,529,510 as of December 31, 2017 and 2016.

10. Others

(1) Miscellaneous income

of December 31, 2017 and 2016.
10. Others
(1) Miscellaneous income
Yieh Phui (Hong Kong) Holdings Limited
Subsidiaries
Shin Yang Steel Co., Ltd.
Yieh Phui (China) Technomaterial Co., Ltd.
Others
Type of relatedparty/ Name
Associates
Yieh United Steel Corporation
Others
Other related party
Total
2017
$13,885
10,507
15,149
2,878
19,485
3,198
3,325
$68,427
2016
$11,624
8,287
16,167
5,424
16,453
2,314
2,117
$62,386

These are mainly guarantee fee, technical service income, and a few rent income. The rent price is determined by contract and received monthly or quarterly.

  • (2) Miscellaneous expenses
penses
Type of related party /
Name
Subsidiaries
Associates
Other related party
Total
2017
$10,538
38,363
108,827
$157,728
2016
$8,559
37,711
110,025
$156,295

These are mainly service charges, guarantee fee, export expenses, and a few rent expenses. The rent price is determined by contract and paid monthly or quarterly.

342

  • (3) Construction contracts

  • (a) Unfinished construction contracts with related parties as of December 31, 2017 were as follows:

Type of related party /
Name
Name of construction
Subsidiaries
Installation of overhead
cranes, etc.
Other related party
New Spring Construction
Corp.
Construction of
commercial buildings, etc.
Others
LED screen construction
Type of related party /
Name
Name of construction
Subsidiaries
Installation of overhead
cranes, etc.
Associates
Cantilever crane service
Other related party
New Spring Construction
Corp.
Above-ground structures
construction for E-Da Asia
Commercial Plaza, etc.

(b) Unfinished construction contracts with related
Construction contract
receivable
Total contract price
Construction contract
payable
$3,100
$2,261
67
1,965,123
190,033
-
3,300
2,167
-
Total contract price
Construction contract
receivable/Construction
contract payable
$3,875
$1,473
63
770
301
1,820,723
344,114

parties as of December 31, 2016 were as follows:
  1. To expand the plants, The Company signed a contract with Shin Phui Steel Corporation and acquired right of use on the lands. Contract content is as follows:

  2. (1) Leased object: Land No. 163, Sinping section, Pingtung City.

  3. (2) Contracted period: 50 years from June 15, 2001 to June 14, 2051.

  4. (3) Rental and payment: monthly rental of NT$ 500 thousand closing at the beginning of each month.

  5. (4) Royalty payment method: A lump-sum payment of NT$120,000 thousand, amortized over 50 years.

  6. (5) Until December 31, 2017, a total of NT$ 39,700 thousand has been amortized.

(6) As of December 31, 2017 and 2016, the current portion of lease payments prepaid to Shin Phui Steel Corporation for the Pingtung factory site totaled NT$ 2,400 thousand for both respective years and were recognized in prepayments; Lease payments for periods beyond 12 months totaled NT$ 77,900 thousand and NT$ 80,300 thousand, respectively and were included in long-term rental prepayments.

(7). For the years ended December 31, 2017 and 2016, the recognized rent expenses were the same amount at NT$ 8,400 thousand.

  1. Shin Yang Steel Co., Ltd. entered into an agreement with the Company to obtain the right to use the Company

  2. ’s steel pipe plant for plant expansion. Details of the agreement were as follows:

  3. (1) Leased object: Lands located at Yuliao Rd., Qiaotou Dist and Ding-Yen-Tien Section in Kaohsiung City, with a total area of 13,849 Pings.

  4. (2) Contract period: 10 years from April 1, 2015 to April 30, 2025

(3) Rental and payment: monthly rental of NT$ 983 thousand collected at the beginning of each month.

(4) For the years ended December 31, 2017 and 2016, the recognized rental revenue were the same amount at NT$ 11,796 thousand.

343

  1. The Company s participation in the cash offering of related parties with an increase in investment are as follows: 2017:
2017:
Investee
Subsidiary/LIAN SO (H.K.)
LIMITED
Subsidiary/ United
Brightening Development
Corp.
Subsidiary/Hong Yuh
Assets Management
Co
Ltd
Associate/Yieh United
Steel Corporation
Associate/Eliter
International Corp.
Associate/E-Da Health
Biotech Co., Ltd
Other related
party/Skylark
International Hotel Co.,
Ltd.
Investment Amount
$295,344
19,112
430,000
204,876
262,747
3,800
68,397
Increment
ShareholdingPercentage
Shares (thousand
shares)
9,680
1,911
43,000
29,268
26,275
380
6,840
Before Offering
After Offering
80.00%
80.00%
95.56%
95.56%
67.27%
80.00%
24.39%
24.39%
(Note)
(Note)
-
19.00%
13.68%
13.68%
2016
Investee
~~Subsidiary/Hong Yuh~~
Assets Management
Co
Ltd
Subsidiary/Kuo Chang
Enterprise Co., Ltd.
Subsidiary/EMMT Systems
Corporation
Subsidiary/ United
Brightening Development
Corp.
Associate/Eliter
International Corp.
Associate/E-Da
Development Corp.
Investment Amount
$150,000
21,616
13,995
58,759
218,928
170,654
Increment
ShareholdingPercentage
Shares (thousand
shares)
15,000
2,162
1,400
5,876
21,893
17,065
Before Offering
After Offering
15.00%
38.18%
54.04%
54.04%
85.29%
77.54%
61.38%
62.59%
32.57%
32.84%
(Note)
(Note)

(Note) Subscription to associates' preferred stock, listed as “debt instrument investments for which no active market exists":

344

(III) Information about remunerations to the major management:

Item
Salary and other short-term employee benefits
Benefits after retirement
Other long-term employee benefits
Termination benefits
Share-based payments
Total
2017
2016
$30,947
$35,241
471
616
-
-
-
-
-
-
$31,418
$35,857

VIII. Pledged Assets

The Company provided certain assets as collateral mainly for bank loans and performance guarantee:

Item
Pledged demand deposits
Pledged time deposits
Sub-total of other financial assets - current
Pledged time deposits
Sub-total of other financial assets - non-current
Property, plant and equipment (net)
Investment property
Total
December 31,2017
$55,157
124,992
$180,149
$857
$857
$7,606,915
1,286,311
$9,074,232
December 31,2016:
$55,117
38,700
$93,817
$40,857
$40,857
$8,004,351
1,287,158
$9,426,183

IX. Important Contingent Liabilities and Unrecognized Contractual Commitments

(I) Guarantee notes issued to banks for loans, purchases, contract performance, and warranty totaled NT$ 25,859,252 thousand and NT$ 25,043,617 thousand as at December 31, 2017 and 2016 respectively.

(II) The Company’s guarantee notes received for contract performance bond and purchase promise totaled NT$ 331,719 thousand and NT$ 375,382 thousand on December 31, 2017 and 2016 respectively.

(III) Unused letters of credits as of December 31, 2017 and 2016 , were as follows:

Unit: In Thousands of

, Unit: In Thousands of
,
December 31,2017 SecurityDeposit
-
-
-
-
-
NTD
December 31,2016:
L/C amount
NTD 441,313
USD 5,259
JPY 508
AUD 13
EUR 120
L/C amount
SecurityDeposit
NTD 467,644
-
USD 13,052
-
JPY 7,979
-

(IV) For the Company s endorsement for others as of the years ended December 31, 2017 and 2016, please refer to Note 7 (3) 9

(V) As of December 31, 2017 and 2016, guarantee provided by banks for performance and warranty of the Company amounted to NT$ 12,930 thousand, and NT$ 194,543 thousand respectively.

345

(VI) Establishment of important construction contracts

  1. As of December 31, 2017, estimated total contract costs, contract costs paid, and expected completion dates for contracts of an amount over NT$150,000 thousand signed but not completed are summarized below:
Type of construction Contract price
Total estimated
construction cost
Construction cost paid
Completion %
Expected year of
completion
Accumulated profit or loss
recognized
Above-ground structures
construction for E-Da Asia
Commercial Plaza
1,820,539
1,739,116
1,525,281
87.70%
2018
71,411
~~Construction of~~
international multi-purpose
business building with
Hwa Xung Kee Ta (Note
~~1)~~
216,736
218,372
213,626
97.83%
2018
(1,636)
Construction and
installation of 40T42M
tracked overhead container
crane pier 40T
42M
tracked overhead crane for
containers Construction
202,300
208,106
112,670
54.14%
2018
(5,806)
~~Construction of plant No. 3~~
for Taiwan YKK Co., Ltd.
in Jhongli District by
Chung-Lu Construction
~~Co. Ltd.(Note 2)~~
258,773
255,515
246,942
96.64%
2018
3,148
~~, ~~
~~Main structure of th~~
commercial building at
Banciao by Sun Pao Tsun
Construction Co., Ltd.
~~(Note 3)~~
154,930
162,395
160,166
98.63%
2018
(7,465)

~~6 40T-gantry cranes for~~
containers at No. 120
Wharf of Kaohsiung Port
~~(Note 4)~~
311,100
277,668
257,168
92.62%
2018
30,964

Construction of BOX steel
pillars for Tianhui
Precision Plant of Jiang
Chen Industrial Co., Ltd.
220,806
224,596
53,543
23.84%
2019
(3,790)
~~(Note 1): Contract amount increased by NT$ 2,958 thousand and total cost increased by NT$ 1,772 thousand during the~~
period.
(Note 2): Contract amount increased by NT$ 5,000 thousand and total cost increased by NT$ 2,913 thousand during the
period.
(Note 3): Contract amount increased by NT$ 461 thousand and total cost decreased by NT$ 6,706 thousand during the
period.

(Note 4): Construction cost decreased by NT$ 25,903 thousand during the period.

346

  1. As of December 31, 2016, estimated total contract costs, contract costs paid, and expected completion dates for contracts of an amount over NT$150,000 thousand signed but not completed are summarized below:
Type of construction Contract price
Total estimated
construction cost
Construction cost paid
Completion %
Expected year of
completion
Accumulated profit or loss
recognized
Above-ground structures
construction for E-Da Asia
Commercial Plaza
1,820,539
1,739,116
1,107,599
63.69%
2018
51,856
Construction of
Condominium with Tunwei
Chin Pin
159,348
171,286
168,679
98.48%
2017
(11,938)
~~Construction of~~
international multi-purpose
business building with
Hwa Xung Kee Ta (Note
~~2)~~
213,778
216,600
207,855
95.96%
2017
(2,822)
~~Construction of plant No. 3~~
for Taiwan YKK Co., Ltd.
in Jhongli District by
Chung-Lu Construction
~~Co. Ltd.~~
253,773
252,602
210,083
83.17%
2017
974
~~,~~
~~Main structure of th~~
commercial building at
Banciao by Sun Pao Tsun
Construction Co., Ltd.
~~(Note 3)~~
154,469
169,101
158,101
93.50%
2017
(14,632)

6 40T-gantry cranes for
containers at No. 120
Wharf of Kaohsiung Port
(Note 4)
311,100
303,571
230,071
75.79%
2017
5,706

(Note 1): Contract amount increased by NT$ 1,133 thousand and total cost increased by NT$ 3,072 thousand during the period.

(Note 2): Contract amount increased by NT$ 20,808 thousand and total cost increased by NT$ 23,867 thousand during the period.

(Note 3): Contract amount increased by NT$ 8,184 thousand and total cost increased by NT$ 6,381 thousand during the period.

(Note 4): Construction cost decreased by NT$ 12,839 thousand during the period.

(VIII)Operating lease contracts:

The Company as lessee:

The Company has leased assets including Yulin Section (Qiaotou plant) under an operation lease agreement with a term from 1996 to 2050. The Company has the right to renew the lease upon expiration. Lease expense amounted to NT$ 31,708 thousand and NT$ 33,724 thousand were recognized for 2017 and 2016 respectively. Moreover, total future minimum lease payment payable due to irrevocable contracts is as follows:

No more than 1 year
More than 1 year but no more
More than 5 years
Total
Item
than 5 years
December 31,2017
$18,377
80,176
305,137
$403,690
December 31,2016:
$24,587
81,490
320,985
$427,062

347

(IX) Great Emperor Hotel CO., LTD. ( the former E-Da Royal Skylark Hotel Co., Ltd.) and Kingsgarden International CO., LTD. ( the former Kaohsiung E-Da Metropolis Co., Ltd.), two subsidiaries, entered syndicated loan agreements with Land Bank of Taiwan and First Commercial Bank in August 2014. According to the contract, the Company and its related parties shall jointly hold more than 50% of Kingsgarden International CO., LTD. and Great Emperor Hotel CO., LTD.’s issued shares and gain the majority of directors' seats at all times. Yieh Hsing Enterprise Co., Ltd., a subsidiary, held 100% of Kingsgarden International CO., LTD.and Great Emperor Hotel CO., LTD., and acquire all

  • X. Significant Disaster Losses: None.

XI. Significant Subsequent Events: None.

XII. Others

  • (I) Capital risk management

As the Company needs to maintain sufficient capital to meet the needs for expansion and plant and equipment improvement, capital management of the Company focuses on ensuring there are sufficient financial resources and operating plans to meet the demands for operating capital, capital expenditure, research and development expense, loan repayment and dividend distribution in the next 12 months.

  • (II) Financial instruments

  • Fair value information of financial instruments

  • (1) Financial instruments not measured at fair value

Management of the Group thinks that the carrying amount of financial instruments not measured at fair value, including cash and cash equivalents, accounts receivables, other financial assets, refundable deposits, shortterm loans, short-term bills payable, accounts payable, long-term loans (including current portion), deposits received and longterm payables, approximate their fair value or their fair value cannot be reliably measured (financial assets carried at cost and investment in debt instrument with no active markets).

  • (2) Financial instruments measured at fair value: please refer to Note 12 (4).

348

( III.) Financial risk management policies:

The Company’s daily operations are affected by various financial risks, e.g. market risk (including exchange rate, interest rate and price risks), credit risk and liquidity risk. The Company is devoted to identify, assess and avoid market uncertainties in order to eliminate the potential adverse effects of market changes on the financial performance. Before engaging in significant transactions, due approval process by the Board of Directors must be carried out based on related protocols and internal control procedures. While the financial plan is underway, the Company shall comply with relevant financial operation procedures on the overall financial risk management and segregation of duties at all times.

  1. The nature and degree of significant financial risks

  2. (1) Market risk

A. Foreign exchange rate risk

The Company is exposed to exchange rate risk arising from the sales, purchases and borrowings in currencies other than the Company’s functional currency. The functional currency for entities within the Company is mainly New Taiwan Dollars. Such transactions are denominated mainly in USD. To avoid a decrease in the value of assets dominated in foreign currency and volatility in future cash flows due to changes in exchange rates, the Company hedges the exchange rate risk with foreign-currency borrowings and derivative financial instruments . Those derivative financial instruments can diminish but not completely eliminate the impacts of changes in exchange rate. As net investments in foreign operations

B. Exchange rate exposure and sensitivity analysis:

Foreign
currency
Financial assets
Monetaryitems
USD:NTD
72,329
Long-term
investment
accounted for using
USD:NTD
430,964
Financial liabilities
Monetaryitems
USD:NTD
8,915
Foreign
currency
(Foreign currency:
Functional currency)
Financial assets
Monetaryitems
USD:NTD
47,634
USD:NTD
382,730
Financial liabilities
Monetaryitems
USD:NTD
2,149
(Foreign currency: Fun~~ctional~~
currency)
Long-term investment accounted for
using equity method
Exchange
rates
29.76
29.76
29.76
Exchange
rates
32.25
32.25
32.25
December 31,2017 December 31,2017
Carrying Amount
(New Taiwan
Dollars)
2,152,511
12,825,500
265,298
(New Taiwan
Dollars)
1,536,188
12,343,034
69,306
SensitivityAnalysis
Range of
change
Up 1%
Up 1%
Up 1%
Range of
change
Up 1%
Up 1%
Up 1%
Effects on
gain or loss
Effects on
Equity
21,525
-
-
128,255
(2,653)
-
Effects on
gain or loss
Effects on
Equity
15,362
-
-
123,430
(693)
-

349

If NTD appreciated against the above-mentioned currencies, held all other variables constant, the impact generated as of December 31, 2017 and 2016 would stay the same with reverse result.

(C) The monetary items of the Company are deemed to be significant due to the fluctuation of exchange rates. Exchange gains and losses (including realized and unrealized) amounted to NT$ (73,939) thousand and NT$ 23,039 thousand for 2017 and 2016 respectively.

B. Price risk

The Company’s investment was classified in the standalone balance sheets as available-for-sale financial assets, or financial assets measured at fair value through profit or loss. Therefore, the Company was exposed to price risks from equity instruments, bond fund, and financial bonds. The Company primarily invests in domestic listed equity instruments and mutual funds, of which the prices are prone to impacts from the uncertain future prices of their investment targets. For the years ended December 31, 2017 and 2016, if the prices of those financial instruments went up or down by 1%, held all other variables constant, net income after tax from would increase or decrease by NT$ 436 thousand and NT$ 1,018 thousand respective as a result of the incurred gains and losses on financial instruments at FVTPL ; and share holders’ equity would increase or decrease by NT$ 449 thousand and NT$ 466 thousand due to the incurred gains and losses on available-for-sale equity instruments.

350

C. Interest rate risk

Interest rates of interest-bearing financial instruments held by the Company as of the reporting date are summa

Item
Fixed-rate instruments:
Financial assets
Financial liabilities
Net
Floating-rate instruments:
Financial assets
Financial liabilities
Net
CarryingAmount
December 31,2017
$1,539,010
(649,616)
$889,394
$1,269,204
(18,535,601)
($17,266,397)
December 31,2016:
$624,711
(339,777)
$284,934
$1,304,457
(15,776,228)
($14,471,771)
  • (A) Sensitivity analysis of fixed-interest instruments:

The Company possessed no material fixed-interest assets or liabilities at fair value through profit and loss or available for sale. No derivative instruments (interest swap) qualifying as hedging tools under hedge accounting, was engaged to hedge fair value. Therefore, the fluctuation in interest rate on reporting date will not affect the income and other comprehensive income.

  • (B) Sensitivity analysis of interest-fluctuate instruments:

The interest-fluctuate instruments possessed by the Company were floating-interest assets (liabilities). Therefore, every 1% increase (decrease) in the market interest rate would result in Every one percent increase (decrease) in the interest will increase (reduce) the net profit by (172,664) thousand and (144,718) thousand, respectively for 2017 and 2016.

(2) Credit risk

Credit risk refers to the risk of financial loss to the Company arising from default by counterparties of financial instruments on the contract obligations. Credit risk of the Company mainly comes from receivables under operating activities and bank deposits and other financial instruments under investing activities. Credit risks related to operation and finance risks are managed separately.

A. Credit risk related to operations:

To maintain the quality of accounts receivable, the Company has established the procedures for credit risk management with regards to its operations.

351

Risk assessment on individual customer includes factors that could affect the customer's ability to pay, such as the customer's financial status, the Company’s internal credit ratings, historical transactions and current economic conditions. As of December 31, 2017 and 2016, the top ten clients accounted for 74.41% and 69.41% respectively of the Company’s accounts receivable. No significant credit concentration risk was shown from the remaining accounts receivables.

  • B. Financial credit risk

The credit risks of bank deposits and other Financial instruments are measured and monitored by the Company’s financial departments. The Company does not expect significant credit risk because the counter-parties are creditworthy and investment-graded financial institutions, companies and government agencies without any significant default concerns.

  • C. The Company uses collaterals and other credit enhancement to avoid credit risks from financial assets:

The following table shows the maximum exposure to credit risk regarding financial assets recognized in the standalone balance sheet, pledged collaterals, master netting arrangements and other credit enhancement held by the Company :

December 31, 2017:
Receivables (including
related parties)
December 31, 2016:
Receivables (including
related parties)
Decreased amount of maximum exposure to credit risks Decreased amount of maximum exposure to credit risks Decreased amount of maximum exposure to credit risks Decreased amount of maximum exposure to credit risks
Collateral
Master Netting
Arrangements
Other Credit
Enhancement
Total
$ -
$ -
$1,098,861
$1,098,861
Decreased amount of maximum exposure to credit risks
Total
$1,098,861
Collateral
$ -
Master Netting
Arrangements
$ -
Other Credit
Enhancement
$952,532
Total
$952,532
  • (3) Liquidity risk

  • A. Liquidity risk management

The Company’s objective in managing liquidity risk is to maintain a sufficient level of cash and cash equivalents, highly-liquid marketable securities and credit lines with banks for daily operations in order to ensure the financial flexibility of the Company.

352

B. The table below shows an analysis of the financial liabilities held by the Company with defined repayment terms based on maturity dates and undiscounted payment at maturity:

Non-derivative
financial
liabilities
Short-term loan
Short-term bills
payable
Notes payable
Accounts
payable
Other payables
Long-term loans
(including
current portion)
Deposits
received
Total
Derivative
financial
liabilities
Cross currency
swap contracts
Non-derivative
financial
liabilities
Short-term loan
Short-term bills
payable
Notes payable
Accounts
payable
Other payables
Long-term loans
(including
current portion)
Deposits
received
Total
December 31,2017 December 31,2017 December 31,2017
Less than 6
months
7-12 months 1-2 years 2-5 years Over 5 years Contractual
cash flows
Carrying
Amount
$7,402,776
650,000
635,683
529,357
509,287
312,570
-
$778,000
-
-
-
5,025
360,070
-
$ -
-
-
-
-
1,372,640
-
$ -
-
-
-
-
7,930,040
-
$ -
-
-
-
-
399,340
2,000
$8,180,776
650,000
635,683
529,357
514,312
10,374,660
2,000
$8,180,776
649,616
635,683
529,357
514,312
10,354,825
2,000
$10,039,673 $1,143,095 $1,372,640 $7,930,040 $401,340 $20,886,788 $20,866,569
$1,751 -
$
-
$
-
$
-
$
$1,751 $1,751
Less than 6
months
7-12 months 1-2 years 2-5 years Over 5 years Contractual
cash flows
Carrying
Amount
$5,555,868
340,000
642,048
700,059
558,691
306,570
-
$630,000
-
-
-
9,066
481,570
-
$ -
-
-
-
-
1,179,640
-
$ -
-
-
-
-
6,907,920
-
$ -
-
-
-
-
729,100
2,000
6,185,868
340,000
642,048
700,059
567,757
9,604,800
2,000
$6,185,868
339,777
642,048
700,059
567,757
9,590,360
2,000
$8,103,236 $1,120,636 $1,179,640 $6,907,920 $731,100 $18,042,532 $18,027,869

The Company does not expect a maturity analysis of which the cash flows timing would be significantly earlier, or the actual amount would be significantly different.

(IV) Fair Value Information:

  1. For information on fair value of financial assets and financial liabilities not measured at fair value, please refer to Note 12. (2). 1.

For fair value of investment property measured at cost, please refer to Note 6 (14). For fair value of investments in associates with quoted prices in an open market, please refer to Note 6(9)

  1. Definition of the three levels in fair value:

  2. Level 1:

Level 1 inputs are quoted prices in active markets for identical instruments.

An active market is a market that meets all of the conditions set below: the items traded in the market are homogeneous, willing buyers and sellers can normally be found at any time and prices are available to the public.The fair value of the Company’s investments in listed stocks, beneficiary certificates, on the-run Taiwan ~~government bonds and derivatives with quoted prices in an active market are all level 1 inputs.~~ 353

Level 2:

Level 2 Inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectlyThe fair value of the Company’s investments in off the-run government bonds, corporate bonds, bank debentures, convertible corporate bones and the majority of derivative instruments are all Level 3:

Level 3 inputs refer to inputs used in the fair value measurement that are not observable or accessible from the market.Some derivative instruments and equity instruments with no active market held by the Company are all level 3 assets

  1. Fair value hierarchy:

The fair value hierarchy of financial instrument measured at fair value on a recurring basis is disclosed as follows:Information about The Company’s fair value hierarchy is as follows:

Derivative financial instruments
Item
Assets:
Recurring fair value
Financial assets at fair value through profit
and loss
Non-derivative financial assets held for
trading
Available-for-sale financial assets
Total
Liabilities:
Recurring fair value
Financial liabilities at fair value through
profit and loss
Equity securities
Total
Item
Assets:
Recurring fair value
Financial assets at fair value through profit
and loss
Non-derivative financial assets held for
trading
Available-for-sale financial assets
Equity securities
December 31,2017
Level 1:
$33,634
44,910
$78,544
-
$
Level 2:
$9,999
-
$9,999
$1,751
December
Level 3:
$ -
-
$-
$-
31,2016
Total
$43,633
44,910
$88,543
$1,751
Level 1:
$91,783
46,575
$138,358
Level 2:
$9,999
-
$9,999
Level 3:
$ -
-
$-
Total
$101,782
46,575
$148,357

354

  1. Fair value valuation technique for instruments measured at fair value:

(1) The fair value of financial instruments with quoted prices in active markets is the quoted market prices. Market prices published by major trading centers and exchanges for on-the-run government bonds are the basis for the fair value of listed equity instruments and debt instruments with quoted prices in active markets. A market is regarded as active if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service or regulatory agency, and those prices represent actual and regularly occurring market transactions on an arm's length basis. If one of the conditions fails, the market is not deemed active.In general, indications of an inactive market include a wide bid-ask spread, a significant increase in the bid-ask spread and low level of trading volume. The fair value of financial instruments with active markets held by the Company are stated by their types and natures as follows:

  • a. Listed stocks: closing prices

  • b. Open-end funds: net worth

(2) When evaluating financial instruments that are non-standard and with lower complexity, e.g. debt instruments with no active markets, interest rate swaps, foreign exchange swaps and options, the Company adopts valuation techniques that are commonly used by market participants. The parameters used in the valuation models for those financial instruments are normally observable data in the market.

(3) Valuation of derivative financial instruments adopts valuation models that are commonly used by market participants, e.g. discounted cash flows method and option pricing model.

(4) Outputs from the valuation models are estimates and valuation techniques may not be able to reflect all relevant factors of the financial and non-financial instruments held by the Company. Therefore, when needed, estimates from the valuation model would be adjusted based on additional parameters, e.g. model risk or liquidity risk. According to the Company’s policies of fair value valuation management and relevant control procedures, the Company’s management considers that valuation adjustments are necessary and appropriate for a fair and just presentation of financial and non-financial instruments on the consolidated balance sheet. Every price data and parameters used in the valuation is reviewed thoroughly and adjusted for current market conditions.

(5) The Company incorporates the adjustment of credit risk assessment into the fair value calculation of financial and non-financial instruments to reflect the credit risk of counterparty and the credit quality of the Company.

  1. Transfers between Level 1 and Level 2 fair value hierarchy: None

  2. Statement of changes in Level 3 fair value hierarchy: None.

  3. Quantitative information about the significant unobservable inputs (level 3) used in the fair value measurement : None.

  4. Valuation process for Level 3 fair value measurement: Not applicable.

  5. For measurement of Level 3 fair value, the sensitivity analysis of reasonably possible alternative assumptions on fair value: Not applicable.

(V) Transfer of financial assets: None.

(VI) Offsetting financial assets and financial liabilities: None.

355

(VII) Losses from disasters

Due to strikes from Typhoon Nepartak and Typhoon Meranti, part of the production equipment and inventories were immersed in water. Estimates on incurred losses are as follows:

Item
Estimated amount of loss
Estimated amount of claim
Amount of deductible by
the Company
Inventories
$5,252
(2,668)
$2,584
Impairment losses from
property, plant and
equipment
Total
$7,914
$13,166
(5,350)
(8,018)
$2,564
$5,148
  1. The flood impaired inventory of NT$ 5,252 thousand was sold at a lower price because of its irrepairable condition (recognized under other receivables). Insurance claims receivables at the amount of NT$ 2,668 thousand were expected from the insurance company (recognized under other receivables).

  2. The flood impaired property, plant and equipment of NT$ 7,914 thousand is recognized under property, plant and equipment - accumulated impairment. The Company had to assume the minimum deductible of NT$ 2,564 thousand (recognized in other gains and losses for 2016). The rest of NT$ 5,350 thousand was claimable from the insurance company (recognized under other receivables). The Group repaired the various equipment in an active manner after the flood. For the current period, repairment expense of NT$ 2,437 thousand had been written down to accumulated impairment as of December 31, 2017.

XIII. Additional Disclosures

  • (I) Information about significant transactions:

  • Loans to others: TABLE 1

  • Endorsements and Guarantees:TABLE 2.

  • Marketable securities held at the end of the period: TABLE 3.

  • Aggregate trading value on the same securities (including purchase and sales) reaching NT$300 million or 20 percent of the paid-in capital or more: Appendix TABLE 4.

  • Property acquired reaching NT$300 million or 20% of the paid-in capital or more: TABLE 5.

  • Disposal of Property Amounting to At Least NT$ 300 Million or Exceeding 20% of Paid-in Capital: TABLE 6.

  • Purchases from and Sales to Related Parties Amounting to At Least NT$ 100 Million or Exceeding 20% of Paidin Capital: TABLE 7.

  • Receivables from Related Parties Amounting to At Least NT$ 100 Million or Exceeding 20% of Paid-in Capital: TABLE 8.

  • Trading activities in financial derivatives: Please refer to Note 6 (2) for details.

  • (II) Reinvestment Information: TABLE 9.

  • (III) Investments in Mainland China: TABLE 10.

356

Table 1

Yieh Phui Enterprise Co., Ltd. Loans to Others December 31, 2017

Table 1
Yieh Phui Enterprise Co., Ltd.
Loans to Others
December 31, 2017
Table 1
Yieh Phui Enterprise Co., Ltd.
Loans to Others
December 31, 2017
Table 1
Yieh Phui Enterprise Co., Ltd.
Loans to Others
December 31, 2017
Table 1
Yieh Phui Enterprise Co., Ltd.
Loans to Others
December 31, 2017
Table 1
Yieh Phui Enterprise Co., Ltd.
Loans to Others
December 31, 2017
Table 1
Yieh Phui Enterprise Co., Ltd.
Loans to Others
December 31, 2017
Table 1
Yieh Phui Enterprise Co., Ltd.
Loans to Others
December 31, 2017
Table 1
Yieh Phui Enterprise Co., Ltd.
Loans to Others
December 31, 2017
Table 1
Yieh Phui Enterprise Co., Ltd.
Loans to Others
December 31, 2017
Table 1
Yieh Phui Enterprise Co., Ltd.
Loans to Others
December 31, 2017
Table 1
Yieh Phui Enterprise Co., Ltd.
Loans to Others
December 31, 2017
Table 1
Yieh Phui Enterprise Co., Ltd.
Loans to Others
December 31, 2017
Table 1
Yieh Phui Enterprise Co., Ltd.
Loans to Others
December 31, 2017
Table 1
Yieh Phui Enterprise Co., Ltd.
Loans to Others
December 31, 2017
Table 1
Yieh Phui Enterprise Co., Ltd.
Loans to Others
December 31, 2017
Table 1
Yieh Phui Enterprise Co., Ltd.
Loans to Others
December 31, 2017
Table 1
Yieh Phui Enterprise Co., Ltd.
Loans to Others
December 31, 2017
Unit: Thousands of NT Dollar/ Foreign Currency
No.
Name of Creditor
Name of Borrower
Financial
Statement Account
Whether
a Related
Party
Highest
Balance for
the Current
Period
Ending
Balance
Actual Amount
Borrowed
Interest
Rate
Range
Nature
of Loan
Amount
Arising
from
Ordinary
Course of
Business
Reason for
Short-Term
Financing
Allowance
for Doubtful
Accounts
Collateral
Limit on
Loans Granted
to a Single
Party
Limit of Total
Loans
Type Value
0
Yieh Phui Enterprise Co.,
Ltd.
Great Emperor Hotel
CO.,LTD.
Other receivable
- relatedparty
Y
1,050,000
700,000
380,000
2.50%
2

Operating
capital



11,136,676
(Note 2)
11,136,676
(Note 1)
0
Yieh Phui Enterprise Co.,
Ltd.
Kingsgarden
International CO.,
LTD.
Other receivable
- related party
Y
1,300,000
900,000
570,000
2.50%
2

Operating
capital



11,136,676
(Note 2)
11,136,676
(Note 1)
1
EMMT Systems
Corporation
AWID Asia Co., Ltd. Other receivables
Y
8,000
2,000
2,000
2.955%
2

Operating
capital



136,775
(Note 2)
136,775
(Note 1)
2
1. Yieh Phui (Hong Kong)
Holdings Limited
Yieh Phui (China)
Technomaterial Co.,
Ltd.
Long-term
receivable -
related party
Y
3,736,096
(RMB
42,000)
(USD
117,500)
3,606,381
(RMB
38,850)
(USD
115,213)
3,606,381
(RMB 38,850)
(USD 115,213)
4.08178
%
-9.7265%
2

Operating
capital



11,136,676
(Note 3)
11,136,676
(Note 3)
3
Golden Developments
Holdings Ltd.
1. Yieh Phui (Hong
Kong) Holdings
Limited
Other receivable
- related party
Y
241,748
(RMB
52,000)


5.85%
2

Operating
capital



11,136,676
(Note 3)
11,136,676
(Note 3)
4
GOOD HONOR
HOLDINGS LTD.
1. Yieh Phui (Hong
Kong) Holdings
Limited
Long-term
liabilities - current
portion
Y
145,125
(USD 4,500)
133,920
(USD 4,500)
133,920
(USD 4,500)
2.52%
-3.05%
2

Operating
capital



11,136,676
(Note 3)
11,136,676
(Note 3)
5
Yieh Phui (China)
Technomaterial Co., Ltd.
Tianjin Lianfa
Precision Steel
Corporation
Long-term
receivable -
relatedparty
Y
204,556
(RMB
44,000)
150,906
(RMB
33,000)
150,906
(RMB 33,000)
4.00%
2

Operating
capital



11,136,676
(Note 3)
11,136,676
(Note 3)
6
Shin Phui Steel
Corporation
EMMT Systems
Corporation
Other receivable
- relatedparty
Y
15,000


2.25%
2

Operating
capital



15,866
(Note 4)
126,925
(Note 4)
7
Shin Yang Steel Co., Ltd.
EMMT Systems
Corporation
Other receivable
- relatedparty
Y
80,000


-
2

Operating
capital



165,144
(Note 4)
330,287
(Note 4)
No. Name of Creditor Name of Borrower Financial
Statement Account
Whether
a Related
Party
Highest
Balance for
the Current
Period
Ending
Balance
Actual Amount
Borrowed
Interest
Rate
Range
Nature
of Loan
Amount
Arising
from
Ordinary
Course of
Business
Reason for
Short-Term
Financing
Allowance
for Doubtful
Accounts
Collateral Limit on
Loans Granted
to a Single
Party
Limit of Total
Loans

Type
Value
0 Yieh Phui Enterprise Co.,
Ltd.
Great Emperor Hotel
CO.,LTD.

Other receivable
- relatedparty
Y 1,050,000 700,000 380,000
2.50%
2 Operating
capital
11,136,676
(Note 2)

11,136,676
(Note 1)
0 Yieh Phui Enterprise Co.,
Ltd.
Kingsgarden
International CO.,
LTD.
Other receivable
- related party
Y 1,300,000 900,000 570,000
2.50%
2 Operating
capital
11,136,676
(Note 2)

11,136,676
(Note 1)
1 EMMT Systems
Corporation
AWID Asia Co., Ltd. Other receivables Y 8,000 2,000 2,000
2.955%
2 Operating
capital
136,775
(Note 2)

136,775
(Note 1)
2 1. Yieh Phui (Hong Kong)
Holdings Limited
Yieh Phui (China)
Technomaterial Co.,
Ltd.
Long-term
receivable -
related party
Y 3,736,096
(RMB
42,000)
(USD
117,500)


3,606,381
(RMB
38,850)
(USD
115,213)


3,606,381
(RMB 38,850)
(USD 115,213)



4.08178
%
-9.7265%
2 Operating
capital
11,136,676
(Note 3)

11,136,676
(Note 3)
3 Golden Developments
Holdings Ltd.
1. Yieh Phui (Hong
Kong) Holdings
Limited
Other receivable
- related party
Y 241,748
(RMB
52,000)

5.85% 2 Operating
capital
11,136,676
(Note 3)

11,136,676
(Note 3)
4 GOOD HONOR
HOLDINGS LTD.
1. Yieh Phui (Hong
Kong) Holdings
Limited
Long-term
liabilities - current
portion
Y 145,125
(USD 4,500)
133,920
(USD 4,500)
133,920
(USD 4,500)


2.52%
-3.05%
2 Operating
capital
11,136,676
(Note 3)

11,136,676
(Note 3)
5 Yieh Phui (China)
Technomaterial Co., Ltd.
Tianjin Lianfa
Precision Steel
Corporation
Long-term
receivable -
relatedparty
Y 204,556
(RMB
44,000)

150,906
(RMB
33,000)

150,906
(RMB 33,000)


4.00%
2 Operating
capital
11,136,676
(Note 3)

11,136,676
(Note 3)
6 Shin Phui Steel
Corporation
EMMT Systems
Corporation
Other receivable
- relatedparty
Y 15,000 2.25% 2 Operating
capital
15,866
(Note 4)

126,925
(Note 4)
7 Shin Yang Steel Co., Ltd. EMMT Systems
Corporation
Other receivable
- relatedparty
Y 80,000 - 2 Operating
capital
165,144
(Note 4)

330,287
(Note 4)

(Note 1) The maximum amount of total loans to others shall not exceed 40% of the creditor's net worth.

(Note 2) The maximum amount of loans granted to a single entity shall not exceed 40% of the creditor's net worth.

(Note 3) Total loans granted by foreign companies that are 100% owned directly or indirectly by the Company shall not exceed 40% of the Company’s net worth and loans to a single entity shall not exceed 40% of the Company’s net worth.

(Note 4) The maximum amount of loans granted to a party by an entity in need of short-term financing shall not exceed 40% of such entity’s own net worth, and limit of loans granted to a single party by such entity, except for Shin Yang Steel Co., Ltd. which is capped at 20% of its net worth, shall not exceed 5% of such entity’s net worth.

(Note 5) Nature of loan is classified as follows: Entities having business relations with the Company - 1; entities in need of short-term financing - 2.

357

Table 2

Yieh Phui Enterprise Co., Ltd. Endorsements and Guarantees December 31, 2017

Unit: Thousands of NT Dollar/ Foreign Currency

No. Name of the Company Providing
Guarantee
Parties Being Guaranteed Parties Being Guaranteed Limits on
Endorsement/Gu
arantee Amount
Provided to a
Single Party
Maximum
Guarantee
Amount for
the Current
Period
Outstanding
Guarantee Amount -
Ending
Actual Amount
Borrowed
Guarantee
Amount with
Collateral Placed
Ratio of accumulated
guarantee amount to
latest net worth of the
Company
Limits of
guarantee and
endorsement
Endorsements/
guarantees
provided by
parent company
to subsidiaries
Endorsements/guara
ntees provided by
subsidiaries to
parent company
Endorsements/
Guarantees Issued to
Entities in Mainland
China
Company Name Relationship
0 Yieh Phui Enterprise Co., Ltd.
(Note 1)

Yieh Phui (China)
Technomaterial Co., Ltd.
Investee of the
Company’s
Sub-subsidiary
27,841,691 6,252,905
(RMB
1,345,000)

6,150,551
(RMB 1,345,000)
5,093,644
(RMB 1,113,876)


22.09% 27,841,691 Y Y
EMMT Systems
Corporation
Subsidiary of the
Company
27,841,691 130,000 27,841,691 Y
Shin Yang Steel Co., Ltd. Subsidiary of the
Company
27,841,691 1,886,000 1,786,000 1,134,032
336,000
6.41% 27,841,691 Y
1. Yieh Phui (Hong
Kong) Holdings Limited
Subsidiary of the
Company
27,841,691 5,495,490
(USD
182,000)

4,225,920
(USD 142,000)
3,863,156
(USD 123,841)
(RMB 38,850)


15.18% 27,841,691 Y
Golden Developments
Holdings Ltd.
Subsidiary of the
Company
27,841,691 278,940
(RMB 60,000)
27,841,691 Y
1 Shin Phui Steel Corporation (Note
2)
Yieh Phui Enterprise
Co.,Ltd.
Parent company of
the company
1,586,556 629,510 629,510 345,438
629,510
198.39% 1,586,556 Y
2 Kingsgarden International CO.,
LTD. (Note 3)

Great Emperor Hotel
CO., LTD.
(Note 8) 14,529,364 7,186,000 7,186,000 3,831,000
7,186,000
346.21% 14,529,364
3 Great Emperor Hotel CO., LTD.
(Note 4)

Kingsgarden
International CO., LTD.
(Note 8) 14,290,337 7,413,000 7,413,000 4,295,000
7,413,000
363.12% 14,290,337
4 Yieh Phui (China) Technomaterial
Co., Ltd. (Note 5)

Tianjin Lianfa Precision
Steel Corporation
Subsidiary of the
Company
9,954,300 79,033
(RMB 17,000)
77,739
(RMB 17,000)
77,739
(RMB 17,000)


0.78% 9,954,300 Y Y
5 Shin Yang Steel Co., Ltd. (Note 6) Yieh
Phui
Enterprise
Co., Ltd.

Parent company of
the company
2,477,154 900,000 900,000 700,000
900,000
109.00% 2,477,154 Y

(Note 1): The maximum amount of endorsement/guarantee provided by the Company shall not exceed the Company’s net worth. The same limit applies to endorsement/guarantee provided by the Company to a single subsidiary.

(Note 2): The maximum amount of endorsement/guarantee provided by Shin Phui shall not exceed 5 times of Shin Phui’s net worth. The same limit applies to endorsement/guarantee provided by Shin Phui to a single entity.

(Note 3): The maximum amount of endorsement/guarantee provided by Kingsgarden International CO., LTD. shall not exceed 7 times of Kingsgarden’s net worth. The same limit applies to endorsement/guarantee provided by Kingsgarden International CO., LTD. to a single entity.

(Note 4): The maximum amount of endorsement/guarantee provided by Great Emperor Hotel CO., LTD. shall not exceed 7 times of Great Emperor Hotel’s net worth. The same limit applies to endorsement/guarantee provided by Great Emperor Hotel CO., LTD. to a single entity.

(Note 5): The maximum amount of endorsement/guarantee provided by Yieh Phui (China) Technomaterial Co., Ltd. shall not exceed the net worth of Yieh Phui (China) Technomaterial Co., Ltd.. The same limit applies to endorsement/guarantee provided Yieh Phui (China) Technomaterial Co., Ltd. to a single subsidiary.

(Note 6): The maximum amount of endorsement/guarantee provided by Shin Yang shall not exceed 3 times of Shin Yang’s net worth. The same limit applies to endorsement/guarantee provided by Shin Yang to a single entity. (Note 7): The net worth referred to above is based on the latest financial statements audited or reviewed by independent auditors.

(Note 8): Mutually guaranteed companies based on the need of construction contract.

358

Table 3

Yieh Phui Enterprise Co., Ltd.

Marketable Securities Held (excluding associates, and joint ventures)

December 31, 2017

Unit: Thousands of NT Dollar/ Foreign Currency

Holder
Company
Type and Name of Marketable Securities Relationship with
the Security Issuer
Financial Statement Account Ending Ending Ending Note
Shares or
Units (in
Thousands)
Carrying
Amount
Share Holding
%

Fair Value
Yieh
Phui
Enterprise
Co., Ltd.

Beneficiary certificates / Paradigm Global Oil Resources Fund
None Financial assets at fair value through profit or loss -
current
516 3,128 3,128
Beneficiary certificates / SinoPac RMB Bond Fund TWD Acc None Financial assets at fair value through profit or loss -
current
300 2,838 2,838
Beneficiary certificates/Paradigm 3-Year Maturity RMB Emerging Market
Bond Fund
None Financial assets at fair value through profit or loss -
current
900 9,156 9,156
Beneficiary certificates/First Financial Holding Global Utility/Infrastructure
Income Fund
None Financial assets at fair value through profit or loss -
current
500 4,925 4,925
Beneficiary certificates/Fidelity Funds - Asian High Yield Fund None Financial assets at fair value through profit or loss -
current
500 4,985 4,985
Beneficiary certificates/Yuanta iSTOXX MUTB Asia/Pacific Quality
Dividend 100 Index Fund
None Financial assets at fair value through profit or loss -
current
554 5,605 5,605
Beneficiary certificates/CTBC Global iSport Fund None Financial assets at fair value through profit or loss -
current
300 2,997 2,997
Total 33,634 33,634

359

Holder
Company
Type and Name of Marketable Securities Relationship with
the
Security Issuer
Financial Statement Account Ending Ending Ending Ending Note
Shares
(Thousand of
Shares)

Carrying
Amount
Share Holding
%

Fair Value
Financial bonds / Bank of Panhsin Sinsing Branch – 2014 First term
subordinated financial bonds
None Financial Assets at Fair Value through Profit or Loss -
Non-current
10,000 9,999 9,999
Stock/ TaiwanVes-Power Co., Ltd. Related party in
substance
Financial Assets Carried at Cost - Non-current 1,800 55,899 3.60% Note
Stock/ New Spring Construction Corp. Related party in
substance
Financial Assets Carried at Cost - Non-current 8,549 41,833 15.49% Note:
Stock/ Ascentke Venture Capital Corp. None Financial Assets Carried at Cost - Non-current 2,352 23,520 6.42% Note:
Stock/ Taiwan Implant Technology Company, Ltd. None Financial Assets Carried at Cost - Non-current 1,891 18,913 4.20% Note:
Stock/ Sunny Bank None Financial Assets Carried at Cost - Non-current 3,923 35,482 0.18% Note:
Stock/ Universal Venture Capital Investment Co., Ltd. None Financial Assets Carried at Cost - Non-current 1,100 9,130 0.91% Note:
Stock/Yieh Corporation Limited Related party in
substance
Financial Assets Carried at Cost - Non-current 200 2,002 5.48% Note:
Stock/Pacific Harbor Stevedoring Corporation Director of the
entity is the
Company’s director
Financial Assets Carried at Cost - Non-current 150 1,650 3.00% Note:
Stock/ ImageDJ Software Co., Ltd. None Financial Assets Carried at Cost - Non-current 24 535 0.96% Note:
Stock/ Chao-Feng Venture Capital Co., Ltd. None Financial Assets Carried at Cost - Non-current 1,000 10,000 0.79% Note:
Stock/ Skylark International Hotel Co.,Ltd. Related party in
substance
Financial Assets Carried at Cost - Non-current 20,528 350,357 13.68% Note:
Total 549,321
Stock/ Asia Pacific Telecom Co., Ltd. None Available-for-sale financial assets - non-current 4,500 44,910 44,910
Preferred stock/E-Da Development Corp. An investee
accounted for using
equitymethod
Bond investments with no active market - non-current 17,065 170,654 Note:
Preferred stock/Eliter International Corp. An investee
accounted for using
equitymethod
Bond investments with no active market - non-current 26,275 262,747 Note:
Total 433,401

Note: Financial assets carried at cost and bond investments with no active market are those of which no quotes in an active market exist and the fair value can not be reliably measured.

360

Holder Company Type and Name of Marketable Securities Relationship with
the Security Issuer
Financial Statement Account Ending Ending Ending Note
Shares
(Thousand
of Shares)
Carrying Amount Share Holding
%
Market Value
WORTHING HONOR
HOLDINGS LTD
Stock/ SEE Corporation None Financial assets at fair value through profit or loss - current 1
EMMT Systems
Corporation
Stock/ Rodan (Taiwan) Ltd. None Financial Assets Carried at Cost - Non-current 86 491 0.73% Note:
Kuo Chang Enterprise Co.,
Ltd.
Preferred stock/Eliter International Corp. An investee of the
Parent Company
under equity
method.
Bond investments with no active market - non-current 1,997 19,974
Note:
United Brightening
Development Corp.
Preferred stock/Eliter International Corp. An investee of the
Parent Company
under equity
method.
Bond investments with no active market - non-current 639 6,392
Note:
Yieh Hsing Enterprise Co.,
Ltd.
Fund/Allianz Glb Inv All Seasons Ret FOBF None Financial assets at fair value through profit or loss - current 195 2,994 2,994
Fund/CTBC Global iSport Fund None Financial assets at fair value throughprofit or loss - current 300 2,997 2,997
Fund/First
Financial
Holding
Global
Utility/Infrastructure Income Fund

None
Financial assets at fair value through profit or loss - current 300 2,955 2,955
Total 8,946 8,946
Pacific Harbor Stevedoring Corporation Director of the
entity is the
Company’s
chairman
Financial Assets Carried at Cost - Non-current 150 1,650 3.00% Note:
Chateau Bridgetop Inc. None Financial Assets Carried at Cost - Non-current 2,500 5.00% Note:
Total 1,650
Preferred stock/E-Da Development Corp. An investee
accounted for
using equity
method
Bond investments with no active market - non-current 3,565 35,651 Note:
Preferred stock/Eliter International Corp. An investee
accounted for
using equity
method
Bond investments with no active market - non-current 5,934 59,337 Note:
Total 94,988
Kingsgarden International
CO., LTD.
Fund/First Financial Holding Global
Utility/Infrastructure Income Fund
None Financial assets at fair value through profit or loss - current 200 1,970 1,970
Fund/FidelityFunds - Asian High Yield Fund None Financial assets at fair value throughprofit or loss - current 500 4,984 4,984
Total 6,954 6,954

Note: Financial assets carried at cost and bond investments with no active market are those of which no quotes in an active market exist and the fair value can not be reliably measured.

361

Table 4

Yieh Phui Enterprise Co., Ltd.

Aggregate trading value on the same securities (including purchase and sales) reaching NT$300 million or 20 percent of the paid-in capital or more December 31, 2017

Unit: Thousands of NT Dollars

Purchaser/S
eller
Type and Name of
Marketable
Securities
Financial Statement
Account
Counter-party Relationshi
p
BeginningBalance BeginningBalance Acquisition Acquisition Disposal EndingBalance EndingBalance
Shares Amount Shares Amount Shares Selling
Price
Carrying Cost Gain (Loss) on
Disposal
Shares Amount
Yieh Phui
Enterprise
Co., Ltd.
Hong Yuh Assets
Management
Co.,Ltd.

Investments
accounted for using
equity method

Capital Increase
by Cash
Subsidiary
of the
Company
37,000 253,910 43,000 231,436
(Note 1)
80,000
485,346
Kuo
Chang
Enterprise
Co.,
Ltd.


Investments
accounted for using
equity method

Yieh United
Steel
Corporation
An investee
accounted
for using
equity
method
51,548 690,453 45,191
(Note 3)
572,680
(Note 2)
96,739
1,263,133

(Note 1): Including capital increase by cash of NT$ 430,000 thousand, share of profit/loss and other comprehensive income of investees accounted for using equity method of NT$ (175,568) thousand and accumulated earning/loss of NT$ ( 22,996 ) thousand incurred due to the failure to subscribe new shares in proportion to its shareholding percentage.

(Note 2): : Including acquisition of NT$ 479,467 thousand, share of profit/loss and other comprehensive income of investees accounted for using equity method of NT$ (3,420) thousand, accumulated earning/loss recognized in proportion to the Company’s shareholding percentage of NT$ (24) thousand, capital surplus of NT$ 1,334 thousand and capital surplus of NT$ 95,323 thousand recognized due to transactions with non-controlling interests.

(Note 3): Including 2,266 thousand shares resulting from capitalization of earnings.

362

Table 5

Yieh Phui Enterprise Co., Ltd.

Acquisition of Property Amounting to At Least NT$ 300 Million or Exceeding 20% of Paid-in Capital

January 1, 2017 ~ December 31, 2017

Unit: Thousands of NT Dollars

Company that
Acquired the
Property
Name of
Property
Transaction Date Transaction
Amount
Payment Status Counter-party Nature of
Relationshi
ps
Prior Transaction of Prior Transaction of Related Counter-party Related Counter-party Price Reference Purpose of
Acquisition and
Status in Use
Other
Agreement
Terms
Owner Relationships
with the issuer
Transfer Date Amount
Kingsgarden
International
CO., LTD.
Construction
of commercial
building
at
E-da
Asia
Plaza




January 28,
2014~ October 2,
2017
4,533,752 2,368,135 New
Spring
Construction Corp.,
Taiwan
Cement
Corporation, Yieh
Hsing
Enterprise
Co., Ltd. and Yieh
Phui
Enterprise
Co., Ltd., etc.







Related
party in
substance,
Parent
company,
Ultimate
parent
company
Determined at prices
agreed on by both
parties
upon
negotiation or through
price competition with
reference to appraisal
reports
issued
by
professional appraisal
institutions





To build a boutique
shopping mall

None

Great Emperor
Hotel
CO.,
LTD.
3,674,396 1,826,815

For
development
of an international
hotel

363

Table 6

Yieh Phui Enterprise Co., Ltd.

Property Disposed of Reaching NT$300 Million or 20% of the Paid-in capital or More January 1, 2017 ~ December 31, 2017

Unit: Thousands of NT Dollars/Foreign Currency

Name of
Company Being
Name of Transaction
Date/Date of
Original
Aiiti
Bk Vl Transaction Proceeds Collected Gain (Loss) Counter-party Relationship with Purpose of Price Reference Other
At
Disposed of Property Occurrence of the
Event
cquson
Date
oo aue Amount on Disposal the Company Disposal greemen
Terms
GUANG LIAN
STEEL
(VIETNAM)
CO., LTD.
Operating
assets
(Including
buildings and
equipment)
February 13, 2017 July 3, 2007-
December 31,
2016

(Note 1)
345,524
(VND
255,290,917)
345,524
(VND
255,290,917)
345,524
(Note 2)
Hoa Phat Steel in
Rong-guo
Industrial Park
To terminate the
investment in
Vietnam
Mutual
negotiation
None

(Note 1): Including buildings, undergoing constructions, and equipment of NT$ 794,839 thousand, which were all recognized as accumulated impairment, resulting in the book value of NT$ 0. (Note 2): Since the disposal target was recognized as impairment and the book value was NT$ 0, the gain arising from the disposal price was NT$ 345,524 thousand.

364

Table 7

Yieh Phui Enterprise Co., Ltd.

Purchases from and Sales to Related Parties Amounting to At Least NT$ 100 Million or Exceeding 20% of Paid-in Capital January 1, 2017 ~ December 31, 2017

Unit: Thousands of NT Dollar/ Foreign Currency

Purchaser/ Seller
Counter- party
Nature of
Relationships
Transaction Status Transaction Status Transaction Status Reasons for and status of
differences in transaction terms
compared to arms-length
transaction
Reasons for and status of
differences in transaction terms
compared to arms-length
transaction
Notes or accounts receivable
(payable)
Notes or accounts receivable
(payable)
Note

Purchases
(sales)
Amount Percentage
of total
purchases
(sales)
Payment Terms Unit price Payment Terms Balance Percentage
of
total notes and
accounts
receivable
(payable)
Yieh
Phui
Enterprise
Co.,
Ltd.


Yieh Hong Enterprise Co., Ltd.
Related
party
in
substance

Purchases
2,512,976 11.09% T/T or Sight L/C
before goods
acceptance.
Yieh Mau Corp. Related
party
in
substance

Sales
773,806 2.65% 1-2 months
ASIAZONE CO., LIMITED An investee accounted
for
using
equity
method


Sales
1,246,218 4.27% 1-2 months 213,953 15.21%
Accounts
receivable
New Spring Construction Corp. Related
party
in
substance

Sales
542,255 1.86% Pursuant to the
agreement
798 0.06%
Accounts
receivable
Shin Phui Steel Corporation Subsidiary
of
the
Company

Sales
294,061 1.01% 1-2 months 50,329 3.58%
Accounts
receivable
Shin Yang Steel Co., Ltd. Subsidiary
of
the
Company

Sales
783,475 2.69% 1-2 months 45,012 3.20%
Accounts
receivable
Yieh United Steel Corporation An investee accounted
for
using
equity
method


Sales
228,328 0.78% 1-2 month for galvanized
steel coils, monthly
closing at 15 days for
carbon steel and scraps
of steel.
20,010 1.42%
Accounts
receivable
Shin Yang Steel
Co., Ltd.
Yieh Hong Enterprise Co., Ltd. Related
party
in
substance

Purchases
154,040 6.50% T/T or Sight L/C
before goods
acceptance.

365

Purchaser/ Seller
Counter- party
Nature of
Relationships
Transaction Status Transaction Status Transaction Status Reasons for and status of
differences in transaction terms
compared to arms-length
transaction
Reasons for and status of
differences in transaction terms
compared to arms-length
transaction
Notes or accounts receivable
(payable)
Notes or accounts receivable
(payable)
Note

Purchases
(sales)
Amount Percentage
of total
purchases
(sales)
Payment Terms Unit price Payment Terms Balance Percentage
of
total notes and
accounts
receivable
(payable)
1. Yieh Phui
(Hong Kong)
Holdings
Limited
Yieh United Steel Corporation An investee of the
Parent Company under
equity method.


Sales
1,373,131
(USD 45,096)
77.70% 3 months 173,105
(USD 5,817)

35.72%

Accounts
receivable
Fujian Lian Wei Logistics Co.,
Ltd.

Related
party
in
substance

Sales
394,077
(USD 12,942)
22.30% 3 months 311,465
(USD 10,466)
64.28%
Accounts
receivable
Angang
Lianzhong
(Guangzhou) Stainless Steel
Corporation


Related
Party
in
Substance

Purchases
660,644
(RMB 21,697)
100% T/T in advance
Yieh Phui
(China)
Technomaterial
Co., Ltd.
Tianjin Lianfa Precision Steel
Corporation

Parent company
Sales 1,281,795
(RMB 284,120)
4.32% 1-2 months 237,175
(RMB 51,865)
10.34%
Accounts
receivable
ASIAZONE CO., LIMITED An investee of the
Parent Company under
equitymethod.


Sales
349,086
(USD 11,522)
1.18% 1-2 months 27,909
(USD 978)
1.22%
Accounts
receivable
Yieh
Hsing
Enterprise
Co.,
Ltd.


Yieh United Steel Corporation
An investee accounted
for
using
equity
method


Purchases
5,392,366 75.52% T/T
or
Sight
L/C
before
goods
acceptance.


Tianjin
Lianfa
Precision
Steel
Corporation


Angang
Hanyang
(Guangzhou) Stainless Steel
Corporation


Related
Party
in
Substance

Purchases
232,040
(RMB 51,434)
15.31% T/T in advance 1,337
(RMB 292)
Accounts
payable
Angang
Lianzhong
(Guangzhou) Stainless Steel
Corporation


Related
Party
in
Substance

Purchases
130,089
(RMB 28,835)
8.58% T/T in advance

366

Table 8

Yieh Phui Enterprise Co., Ltd.

Receivables from Related Parties Amounting to At Least NT$ 100 Million or Exceeding 20% of Paid-in Capital December 31, 2017

Unit: Thousands of NT Dollar/ Foreign Currency

Company Name Counter- party Relationship Ending balance
- related party
Turnover
Days
Overdue Overdue Allowance
Amount Amounts Received
in Subsequent
Period (Note 2)
for
Doubtful
Accounts
Action Taken
Yieh Phui Enterprise Co., Ltd. ASIAZONE CO., LIMITED An investee accounted for using
equitymethod
213,953 7.85 162,813
Great Emperor Hotel CO.,LTD. Parent company 380,000 (Note 1)
Kingsgarden International CO.,LTD. Parent company 570,000 (Note 1)
1. Yieh Phui (Hong Kong) Holdings
Limited

Yieh Phui (China) Technomaterial Co.,
Ltd.

Parent company
3,606,381
(RMB 38,850)
(USD 115,213)
(Note 1)
Yieh United Steel Corporation An investee of the Parent Company
under equity method.
173,105
(USD 5,817)
3.04 USD 5,817
Fujian Lian Wei Logistics Co., Ltd. Related party in substance 311,465
(USD 10,466)
2.47 USD 3,050
GOOD HONOR HOLDINGS LTD. 1. Yieh Phui (Hong Kong) Holdings
Limited

Same ultimate parent company as the
Company

133,920
(USD 4,500)
(Note 1)
Yieh Phui (China) Technomaterial
Co., Ltd.

Tianjin
Lianfa
Precision
Steel
Corporation

Parent company
150,906
(RMB 33,000)
(Note 1)
237,175
(RMB 51,865)
8.48 RMB 39,000

(Note 1):These are accounts receivable financing, on which the calculation of turnover doesn't apply.

(Note 2): Amounts received as of March 21, 2018.

367

Table 9

Yieh Phui Enterprise Co., Ltd.

Reinvestment Information

December 31, 2017

Unit: Thousands of NT Dollar/ Foreign Currency

Name of
Investor
Name of Investee Location Primary Business
Activities
Original Investment Amount Original Investment Amount Balance-ending Balance-ending Balance-ending Net Income
(Losses)
of Investee
Investment Gain
(Loss)
Recognized in
Current Period


Note
End of Currenct
Period

End of the
Prior Year
Shares
(thousand
shares)
% Carrying
Amount
Yieh
Phui
Enterprise
Co., Ltd.

1. Yieh Phui (Hong Kong) Holdings
Limited
Hong Kong Investment 7,455,887
7,455,887

233,500

100%
9,952,223 290,986 290,986
CHAMPION LOGISTIC INC. Samoa Investment 1,913,111
1,913,111

57,000

97.44%
1,709,343 148,478 144,671
Eliter International Corp. Kaohsiung City Construction
of
buildings

2,833,595

2,833,595

283,584
32.84% 2,764,614 (183,166) (60,158)
Yieh HsingEnterprise Co.,Ltd. KaohsiungCity Wire rods trading 2,238,883 2,237,751
299,458
56.43% 1,481,220 (184,153) (90,277)
TangengIron Works Co.,Ltd. KaohsiungCity Steel trading 1,453,572
1,453,572

39,553

11.30%
1,374,311 243,225 27,487
E-Da Development Corp. KaohsiungCity Leisure development 1,868,658
1,868,658

186,866

28.44%
1,130,773 (248,116) (70,570)
United
Brightening
Development
Corp.

Kaohsiung City
Technical
consultation for steel
products
manufacturing

1,836,383
1,561,166
144,860
95.56% 1,869,190 33,105 31,105
Shin Yang Steel Co., Ltd. Kaohsiung City Steel products related
businesses

870,000

870,000

87,000

100%
825,718 62,641 62,641
Synn Industrial Co., Ltd. Kaohsiung City Steel products related
businesses

294,000

294,000

45,975

30%
571,760 177,982 53,395
Yieh Mau Corp. Kaohsiung City Trading
&
manufacturing

422,605

422,605

45,075
23% 560,722 171,882 39,524
Kuo Chang Enterprise Co., Ltd. Kaohsiung City Wholesaling
of
hardware

1,256,726

777,259

96,739

99.04%
1,263,133 13,391 13,424
ASIAZONE CO.,LIMITED HongKong Steel trading 595,424 595,424
15,090
32.80% 610,037 101,421 33,270
Shin Phui Steel Corporation Kaohsiung City Trading
of
steel
products

295,736

295,736

31,246
100% 318,954 2,012 1,224
Sin Bang Investment & Development
Co.,Ltd.
Kaohsiung City Investment 295,809
295,809

22,313

100%
283,898 4,939 4,939
TYCOONS STEEL INTERNATIONAL CO.,
LTD.
Cayman Island Investment 427,629
427,629

14,700

28.27%
109,745 325,662 92,062
HSING JUI INVESTMENTS LIMITED Samoa Investment 4,603
4,603

5

100%
1,917 4 4
EMMT Systems Corporation Taichung City Manufacturing
and
marketing of military
specification printed
circuit boards



306,158

306,158

28,651

77.54%
265,137 (17,423) (13,509)

368

Name of
Investor
Name of Investee Location Primary Business
Activities
Original Investment Amount Original Investment Amount Balance-ending Balance-ending Balance-ending Net Income
(Losses) of
Investee
Investment Gain
(Loss)
Recognized in
Current Period

Note
End of
Currenct
Period
End of the Prior
Year

Shares
(thousand
shares)
% Carrying Amount
Yieh Phui
Enterprise
Co., Ltd.
GOOD HONOR HOLDINGS LTD. British
Virgin
Islands

Investment
14,723
14,723

46

100%
151,205 3,538 3,538
Gen-Wan TechnologyCorp. KaohsiungCity Telecommunication 148,609
148,609

2,447

86.99%
23,348 (1,432) (1,246)
ChengShin SecurityCo.,Ltd. KaohsiungCity Security 14,000
14,000

1,400

35%
14,853 (839) (294)
Da Yao Engineering & Consulting Co.,
Ltd.

Kaohsiung City
Management service 9,800
9,800

980

49%
10,954 269 132
E-Da Bus Transportation Co.,Ltd. KaohsiungCity Bus transportation 36,086
36,086

3,609

17.09%
11,552 (32,509) (5,555)
E-DA Tour Bus Co.,Ltd. KaohsiungCity Bus transportation 9,500
9,500

950

19%
3,420 (6,590) (1,252)
Golden Developments Holdings Ltd. Hong Kong Investment 2,928
2,928

100

100%
7,266 331 331
E-Da Cultural Creative Industry
Co.,Ltd.
Kaohsiung City Cultural creativity 38,000
38,000

3,800

19%
15,535 (417) (79)
WORTHING HONOR HOLDINGS LTD British
Virgin
Islands

Investment
6,672
6,672

100

100%
2,722 5 5
Cheng Hsin Building Managemt and
Maintanance Co., Ltd. ( the former
Cheng Hsin House Management Co.)


Kaohsiung City
Maintenance
and
management
of
utilities,
air
condition and parking
space in buildings.




3,915

3,915

320

32%
1,962 (158) (50)
E United Japan Co.,Ltd. Japan Steel trading 8,027
8,027

47% 4,419 2,196 1,032
Skylark Hot Spring& Resort Corp. KaohsiungCity Hotel industry 11,700
11,700

1,170

14.63%
165 (1,655) (242)
Eda Entertainment CO., LTD Kaohsiung City Entertainment
industry
74,100 74,100
7,410
19% 47,448 (4,306) (818)
Li Hui Development CO.,LTD KaohsiungCity Investment 321,216 321,216
61,001
44.56% 312,373 (3,466) (1,544) Note 1
Ji ChangEnterprise CO.,LTD KaohsiungCity Investment 5,050 5,050
1,009
45% 4,917 359 (61) Note 1
Yieh United Steel Corporation Kaohsiung City Steel
products
related businesses

4,826,777
4,579,423
645,435
24.63% 4,229,446 696,226 139,798 Note 1
HongYuh Assets Management Co.,Ltd. KaohsiungCity Management service 768,000 338,000
80,000
80% 485,346 (206,048) (164,134)
E-Da Visual Effects Company
Limited.
Kaohsiung City Entertainment
industry
10,393 10,393
1,470
49% 1,807 (1,075) (527)
LIAN SO(H.K)CO.,LIMITED HongKong Investment 311,110 15,766
10,160
80% 288,308 (16,809) (13,447)
E-Da Health Biotechnology Co., Ltd. Kaohsiung City Manufacturer of food
additives

3,800
380 19% 3,729 (375) (71)
Total 30,993,185 29,260,871
30,713,470 1,370,115 515,734

Note 1: Due to cross ownership and the adoption of equity method between the Company and Yieh United Steel Corporation and its subsidiaries, Li Hui Development Co., Ltd. and Ji Chang Enterprise Co., Ltd., investment gain/loss is accounted for using the treasury stock approach. Thus, the income/loss of investee for the period excludes gain/loss accounted for using equity method by Yieh United Steel Corporation in relation to the Company.

369

Name of Investor Name of Investee Location Primary Business
Activities
Original Investment Amount Original Investment Amount Balance-ending Balance-ending Balance-ending Net Income
(Losses)
of Investee
Investment Gain
(Loss)
Recognized in
Current Period


Note
End of Currenct
Period
End of the Prior
Year

Shares
(thousand
shares)
% Carrying Amount
Shin
Phui
Steel
Corporation

Companyco Technology
Taichung
City
RADIO 37,492 37,492 3,830 42.53% 4,478 326 139
Yieh United Steel Corporation Kaohsiung
City
Steel
products
related businesses

24,562
24,562 3,178 0.12% 20,807 696,226 685 Note 2
Gen-Wan Technology Corp. EMMT Systems Corporation Taichung
City
Manufacturing and
marketing
of
military
specification
printed
circuit
boards



27,630
27,376 2,763 7.48% 25,573 (17,423) (1,304)
EMMT Systems Corporation Companyco Technology Taichung
City
RADIO 45,000 45,000 4,500 49.97% 5,261 326 163
APPLIED WIRELESS
IDENTIFICATIONS Company,INC.

San
Francisco,
US

RFID
242,545 242,545 40,488 91.47% 123,317 24,015 21,967
UniPattern Corporation Taipei City Manufacture
of
computer
and
peripherals


54,960
39,960 5,200 43.33% 50,682 (18,167) (7,623)
APPLIED
WIRELESS
IDENTIFICATIONS
Company,INC.

AWID Asia Co., Ltd.
Kaohsiung
City
Telecommunication
s
equipment
wholesaling

74,668
(USD 2,509)
80,915
(USD 2,509)
3,030 100% 18,488
(USD 612)
(345)
(USD 11)
(345)
(USD 11)

CHAMPION LOGISTIC INC. TYCOONS STEEL INTERNATIONAL
CO.,LTD.
Cayman
Island
Investment 699,360
(USD 23,500)
645,000
(USD 20,000)
34,000 65.38% 253,831
(USD 8,529)
325,662
(USD 10,695)
124,369
(USD 4,084)
TYCOONS STEEL
INTERNATIONAL CO., LTD.
GUANG LIAN STEEL (VIETNAM)
CO., LTD.VIETNAM
Vietnam Steel
products
related businesses

-
1,415,775
(USD 43,900)
- - - 350,958
(USD 11,526)
350,958
(USD 11,526)

Shin Yang Steel Co., Ltd. Yieh United Steel Corporation Kaohsiung
City
Steel
products
related businesses

17,385
17,385 2,195 0.08% 14,373 696,226 473 Note 1
Sin Bang Investment &
Development Co., Ltd.

Tangeng Iron Works Co., Ltd.
Kaohsiung
City
Steel trading 265,482 265,482 7,224 2.06% 251,006 243,225 5,020
Kuo Chang Enterprise Co.,
Ltd.

Yieh United Steel Corporation
Kaohsiung
City
Steel
products
related businesses

439,197
439,197 56,817 2.17% 372,220 696,226 12,300 Note 1
Eliter International Corp. Kaohsiung
City
Construction
of
buildings

219,977
219,977 21,558 2.50% 210,214 (183,166) (4,573)
Tangeng Iron Works Co., Ltd. Kaohsiung
City
Steel trading 786,714 786,714 21,328 6.09% 1,039,434 243,225 14,821

Note 1 : Due to cross ownership and the adoption of equity method between the Company and Yieh United Steel Corporation , investment gain/loss is accounted for using the treasury stock approach. Thus, the income/loss of investee for the period excludes gain/loss accounted for using equity method by Yieh United Steel Corporation in relation to the Company.

370

Name of Investor Name of Investee Location Primary Business
Activities
Original Investment Amount Original Investment Amount Balance-ending Balance-ending Balance-ending Net Income
(Losses)
of Investee
Investment
Gain (Loss)
Recognized in
Current
Period

Note
End of
Currenct
Period
End of the
Prior Year
Shares
(thousand
shares)
% Carrying
Amount
United Brightening
Development Corp.
Chao Ying Investment
Development Co.,,Ltd.
Kaohsiung
City
Investment 341,992
341,992
30,400 100% 311,378 5,817 5,817
Yieh United Steel Corporation Kaohsiung
City
Steel products related
businesses

449,508

449,508
58,151 2.22% 380,792 696,226 12,528 Note 1
CHAMPION LOGISTIC INC. Samoa Investment 49,376
49,376
1,500 2.56% 44,983 148,478 3,807
Da Yao Engineering & Consulting
Co.,Ltd.

Kaohsiung
City
Management service 199
199
20 1.00% 222 269 3
Tangeng Iron Works Co., Ltd. Kaohsiung
City
Steel trading 1,177,838
1,177,838
32,050 9.16% 1,541,896 243,225 22,272
TYCOONS STEEL INTERNATIONAL
CO., LTD.
Cayman Island Investment 9,374
9,374
300 0.58% 2,240 325,662 1,879
Eliter International Corp. Kaohsiung
City
Construction of buildings 70,393
70,393
6,898 0.8% 67,276 (183,166) (1,463)
Chao
Ying
Investment
Development Co.,,Ltd.

Tangeng Iron Works Co., Ltd.
Kaohsiung
City
Steel trading 336,957
336,957
8,898 2.55% 309,170 243,225 6,184
Hong Yuh Assets Management
Co.,Ltd.

PT.YIEH FERRO ORIENTAL
Indonesia Tradingbusiness 9,265
9,265
400 40% 3,605 25 10
PT. E-UNITED FERROINDONESIA Indonesia Metal
manufacturing
industry

93,462

93,462
250 100% 45,735 (12,136) (12,136)
Prepaid subscriptions - PT.
E-UNITED FERRO INDONESIA
Indonesia Metal
manufacturing
industry

184,257

-
- - - - -
PT.YIEH FERROINDONESIA Indonesia Metal
manufacturing
industry

1,633

1,633
50 10% 1,063 (3,203) (320)
PT.GENBA MULTI MINERAL Indonesia Nickle mining 295,632
273,875
9,765 49% 268,309 (15,555) (26,772)
PT. GENBA INDO RESOURCES Indonesia Nickle mining 9,371
-
- 75% (7,844) (19,141) (17,304)
Prepaid subscriptions - PT.
GENBA INDO RESOURCES

Indonesia
Nickle mining - 9,371 - - - - -
LIAN SO(H.K)CO., LIMITED PT. YIEH FERROINDONESIA Indonesia Metal
manufacturing
industry

13,392
(USD 450)

14,112
(USD 450)
450 90% 9,563
(USD 321)
(3,203)
(USD 105)
(2,883)
(USD 95)
Subscription Prepaid
PT. E-UNITED FERROINDONESIA
Indonesia Metal
manufacturing
industry

266,352
(USD 8,950)

-
- - - - -

Note 1 : Due to cross ownership and the adoption of equity method between the Company and Yieh United Steel Corporation , investment gain/loss is accounted for using the treasury stock approach. Thus, the income/loss of investee for the period excludes gain/loss accounted for using equity method by Yieh United Steel Corporation in relation to the Company.

371

Name of Investor Name of Investee Location Primary Business
Activities
Original Investment Amount Original Investment Amount Balance-ending Balance-ending Balance-ending Net Income
(Losses)
of Investee
Investment
Gain (Loss)
Recognized in
Current
Period

Note
End of
Currenct
Period
End of the
Prior Year
Shares
(thousand
shares)
% Carrying
Amount
PT. E-UNITED FERRO
INDONESIA
Prepaid
subscriptions
-
PT.GENBA MULTI MINERAL
Indonesia Nickle mining 231,367
(USD 7,886)

-
- - 231,367
(USD 7,886)
- -
Prepaid Dividends - PT. GENBA
INDO RESOURCES

Indonesia
Nickle mining 17,143
(USD 580)

-
- - 17,143
(USD 580)
- -
Yieh Hsing Enterprise
Co., Ltd.

Great Emperor Hotel CO., LTD.
Kaohsiung
City
Hotel industry 2,100,000
2,100,000
210,000 100% - (Note 2) (14,102) (24,519) Note
3
Kingsgarden International CO.,
LTD.

Kaohsiung
City
Leasing,
sales,
and
development of residential
and commercial buildings,
department stores



2,150,000

2,150,000
215,000 100% - (Note 2) (26,652) (35,609) Note
3
UNITED WINNER METALS L.P Virginia,US Scrapsteel recycling 108,752
109,371
- 33.75% 82,304 11,740 3,962
Cheng Shin Security Co., Ltd. Kaohsiung
City
Security 4,000
4,000
400 10% 4,244 (839) (84)
Cheng Hsin Building Managemt
and Maintanance Co., Ltd. ( the
former Cheng Hsin House
Management Co.)

Kaohsiung
City
Maintenance and management
of utilities, air condition
and parking space in
buildings.


750

750
75 7.50% 460 (158) (12)
Eliter International Corp. Kaohsiung
City
Construction of buildings 639,772
639,772
64,043 7.42% 624,569 (183,166) (13,585)
E-Da Development Corp. Kaohsiung
City
Leisure development 390,380
390,380
39,038 5.94% 237,951 (248,116) (14,743)
Yieh United Steel Corporation Kaohsiung
City
Steel
products
related
business

20,204

20,204
2,542 0.10% 16,649 696,226 548 Note
1
E-Da Health Biotechnology Co.,
Ltd.

Kaohsiung
City
Manufacturer
of
food
additives

3,800

-
380 19% 3,729 (375) (71)
Kingsgarden
International CO., LTD.
Yi Hua International Co., Ltd Kaohsiung
City
Leasing,
selling
and
development of residential
and commercial buildings


4,200

4,200
420 70% 1,177 (1,982) (1,387)

Note 1 : Due to cross ownership and the adoption of equity method between the Company and Yieh United Steel Corporation , investment gain/loss is accounted for using the treasury stock approach. Thus, the income/loss of investee for the period excludes gain/loss accounted for using equity method by Yieh United Steel Corporation in relation to the Company. Note 2: The Company sold land lot no. 16, 17 and 18 at Long Dong Section, Gushan District, Kaohsiung City to subsidiaries,Great Emperor Hotel CO., LTD. and Kingsgarden International CO., LTD., in December 2012. The unrealized gain from the sale of land was about NT$ 4,968,461 thousand. After deducting the investments accounted for using equity method, the credit balance of investment of NT$ 1,008,213 thousand was reclassified to “other non-current liabilities – others".

Note 3: The internal gains under the consolidation basis are eliminated.

372

Table 10

Yieh Phui Enterprise Co., Ltd.

Information on Investment in Mainland China

January 1, 2017 ~ December 31, 2017

Information on
January 1,
Information on
January 1,
Information on
January 1,
Information on
January 1,
Information on
January 1,
Information on
January 1,
Information on
January 1,
Information on
January 1,
Investment in Mainland China
2017 ~ December 31, 2017
Investment in Mainland China
2017 ~ December 31, 2017
Investment in Mainland China
2017 ~ December 31, 2017
Investment in Mainland China
2017 ~ December 31, 2017
Investment in Mainland China
2017 ~ December 31, 2017
Investment in Mainland China
2017 ~ December 31, 2017
Investment in Mainland China
2017 ~ December 31, 2017
Investment in Mainland China
2017 ~ December 31, 2017
Investment in Mainland China
2017 ~ December 31, 2017
Investment in Mainland China
2017 ~ December 31, 2017
Unit: Thousands of NT Dollar/ Foreign Currency
Name of
Investor
Investee in
Mainland China
Primary
Business
Activities
Paid-in Capital Means of
Investment
(Note 1)
Accumulated
investment balance -
beginning of current
period
Wire-in or wire-out amount Accumulated
investment
balance-end of
current period
Income
(Losses) of
the Investee
Direct and
indirect
percentage
of
ownership
Investment
gain or loss
recognized in
the current
period (Note
2)

Carrying
amount of the
investment by
the end of the
period



Accumulate
d
investment
income
received by
the end of
period

Remitted
Received
Yieh
Phui
Enterprise
Co., Ltd.

Yieh Phui (China)
Technomaterial
Co., Ltd.

Manufacturing
and marketing
of
pickled,
cold
rolled,
galvanized and
pre-painted
steel coils




7,029,312
(USD 236,200)
(Note 6)
(II) 1 6,948,960
(USD 233,500)
6,948,960
(USD 233,500)
307,780 100% 307,780
(II).2
9,954,300
Changshou
ChangHuei Trading
Co.

Trading
of
steel products


45,729
(RMB 10,000)
(II) 1
(Note 4)
391 100% 391
(II).2
47,066
Tianjin
Lianfa
Precision
Steel
Corporation


Manufacturing
and marketing
of special high
grade alloy


401,760
(USD 13,500)
(II) 1
(Note 5)
(59,637) 100% (59,637)
(II).2
(46,312)
AWID
Asia
Co., Ltd.

AWID Sanghai Co.,
Ltd.

Telecommunicat
ions equipment
wholesaling

20,832
(USD 700)
(I) 20,832
(USD 700)
20,832
(USD 700)
(373) 100% (373)
(II).2
4,235
AWID Changshou Co.,
Ltd.

Telecommunicat
ions equipment
wholesaling

8,928
(USD 300)
(I) 8,928
(USD 300)
8,928
(USD 300)
(1,891) 100% (1,891)
(II).2
6,325
Investee in Mainland China
Accumulated remitted investment
balance - end of current period
Approval through Investment
Committee of the Ministry of Economic
Affairs
Ceiling on investment in Mainland China
imposed by the Investment Commission of
the Ministry of Economic Affairs
Yieh Phui (China) Technomaterial Co.,
Ltd.
6,948,960 (USD 233,500)
7,029,312 (USD 236,200)
16,705,015
AWID Sanghai Co., Ltd.
20,832 (USD 700)
20,832 (USD 700)
80,000
AWID Changshou Co., Ltd.
8,928 (USD 300)
8,928 (USD 300)
80,000
Investor Investee in Mainland China Accumulated remitted investment
balance - end of current period
Approval through Investment
Committee of the Ministry of Economic
Affairs
Ceiling on investment in Mainland China
imposed by the Investment Commission of
the Ministry of Economic Affairs
Yieh Phui Enterprise Co., Ltd. Yieh Phui (China) Technomaterial Co.,
Ltd.
6,948,960 (USD 233,500) 7,029,312 (USD 236,200) 16,705,015
AWID Asia Co., Ltd. AWID Sanghai Co., Ltd. 20,832 (USD 700) 20,832 (USD 700) 80,000
AWID Changshou Co., Ltd. 8,928 (USD 300) 8,928 (USD 300) 80,000

373

  - Note 1: Investment is handled in one of the three means below, please specify the chosen investment means as:

     - (I) Engaged in direct investment in Mainland China.

     - (II) Reinvested in China through a third area (please specify the investment companies in the third area).

        2. Yieh Phui (Hong Kong) Holdings Limited

     - (III) Other means.

  - Note 2: Investment gain or loss recognized in the current period:

        - (I) Please specify if it is in the preparation stage without any investment gains or losses generated.

        - (II) Recognition basis of investment profit or loss is categorized into three types, which shall be identified.

        1. Financial statements audited and certified by the international CPA firms that cooperates with ROC CPA firms.

        2. Financial statements reviewed, or audited and certified by the CPA firm of the parent company in Taiwan. 3. Others.

  - Note 3: The figures in the Table shall be expressed in New Taiwan Dollars. Carrying amount at the end of the period is converted using the exchange rate on the reporting date (USD:NTD 1:29.76; RMB:NTD 1:4.5729). Investment gain or loss recognized in the current period is converted using the average exchange rate in from January 1 to December 31, 2017 (USD:NTD 1:30.4492 ; RMB:NTD 1:4.5121 ).

  - Note 4: Yieh Phui (China) Technomaterial Co., Ltd. invests in Changshou ChangHuei Trading Co. with equity funds of RMB 10 million. As of December 31, 2017, accumulated investment amounted to RMB 10 million.

  - Note 5: The Company originally holds 100% of Tianjin Lianfa Precision Steel Corporation Beneficiary (paid-in capital equals USD 13,500 thousand) through its holding in Hsing Jui Investments Limited. It transfered its ownership to Yieh Phui (China) Technomaterial Co., Ltd.at RMB 20,000 thousand in July 2015. The said proceed, net of tax, of RMB 19,990 thousand (equivalent to USD 3,213 thousand) has been transferred back to the Company's account in Taiwan.

  - Note 6. Yieh Phui (China) Technomaterial Co., Ltd. recapitalized its retained earnings of USD 2,700 thousand in April, 2017.

  - Note 7: Investment in Changshu Chief Leading Edge Construction Materials Co., Ltd. was completely sold in February, 2013. Investment amount and earnings were received. Investment in Jiangsu J & Y Engineering Co., Ltd. was liquidated in 2012. Thus:

     - (1) Accumulated investment in China investees that were disposed: NT$ 498,539 thousand.

     - (2) Investment gains received from China investees that were disposed: NT$ 69,518 thousand.
  • (2) Significant transactions between the Company and investees in Mainland China during January 1 and December 31, 2017 directly or indirectly through the third area are as follows:

  • Significant transactions between the Company and investees in China: Note 13, Table 7 ~ Table 8.

  • Financing between the Company and investees in China: Note 13, Table 1.

  • Endorsement and guarantee provided by the Company for investees in China: Note 13, Table 2.

374

XIV. Segment Information

Information regarding business segments has been disclosed in the consolidated financial statements. Therefore, the Company does not disclose such information in the standalone financial statements.

375

Descriptions of Major Accounting Subjects

Table of Contents

Item Page/Index
Assets, Liabilities and Equities
Cash and Cash Equivalents 94
Financial Asset Measured at Fair Value Through Profit or Loss
- Current
95
Notes Receivables 96
Accounts Receivables 97
Accounts Receivables - Related Party 98
Construction Contract Receivables 99
Construction Contract Receivables - Related Party 100
Other Receivables 101
Other Receivables - Related Party 102
Inventory 103
Prepayment 104
Other Financial Assets - current 105
Financial Assets at Fair Value through Profit or Loss -
Non-current
106
Changes in Available-for-sale Financial Assets - Non-current 107
Changes in Financial Assets Carried at Cost - Non-current 108
Changes in Bond Investment with No Active Markets -
Non-current
109
Changes in Investment under Equity Method 110
Changes in Property, Plant and Equipmet Note 6 (13)
Changes in Accumulated Depreciation of Property, Plant and
Eqiupment
Note 6 (13)
Changes in Accumulated Impairment Loss of Property, Plant
and Eqiupment
Note 6 (13)
Changes in Investment Property Note 6 (14)
Changes in Accumulated Depreciation of Investment Property Note 6 (14)
Changes in Accumulated Impairment Loss of Investment
Property
Note 6 (14)
Deffered Income Tax Assets Note 6 (31)
Refundable Deposits 113

376

Other Financial Assets - Non-current 114
Short-term Loans 115~116
Short-term Bills Payables 117
Financial Liabilities Measured at Fair Value Through Profit or
Loss - Current
Note 6 (2)
Notes Payables 118
Accounts Payable 119
Construction Contract Payable 120
Other Payable Note 6 (18)
Provision - current Note 6 (19)
Advance Receipts 121
Long-term Loans and the Current Portion of Long-term
Liabilities
122~124
Deferred Income Tax Liabilities Note 6 (31)
Deposits Recieved 125
Items under Profit or Loss
Operating Revenue 126
Operating Cost 127~128
Manufacturing Overheads 129
Selling Expenses 130
General & Administrative Expenses 131
Financial Costs Note 6 (30)
Summary Table of Personnel, Depreciation, Depletion and
Amortization Expenses for the Period
Note 6 (29)

377

Yieh Phui Enterprise Co., Ltd.

Cash and Cash Equivalents

December 31, 2017

Unit: Thousands of NT Dollar/ Foreign Currency

Item
Petty cash
Subtotal of petty cash
Bank deposits
Subtotal of bank deposits
Cash equivalents
Subtotal of cash equivalent
Total
Description
Petty cash
Checking deposits
Demand deposits - NTD
Demand deposits - foreign
currencies
Time deposits to be
matured within three
months
Amount
Note
$1,940
$1,940
$233,957
11,260
1,192,788
USD 40,080
$1,438,005
$29,760
USD 1,000
$29,760
$1,469,705

Exchange rate as of December 31, 2017: USD:NTD 1:29.76

378

Yieh Phui Enterprise Co., Ltd.

Financial Asset Measured at Fair Value Through Profit or Loss - Current December 31, 2017

Unit: Thousands of NT Dollars Fair Value

Name of Financial Instruments Description Shares or Units Acquisition
Cost
Unit Price
(NT$)
Total Note
Paradigm Global Oil Resources Fund Mutual Funds 516 $5,030 6.06 $3,128
SinoPac RMB Bond Fund - Accumulated Mutual Funds 300 3,000 9.46 2,838
Paradigm 3-Year Maturity RMB Emerging Market
Bond Fund
Mutual Funds 900 9,045 10.17 9,156
First Financial Holding Global
Utility/Infrastructure Income Fund
Mutual Funds 500 5,031 9.85 4,925
Fidelity Funds - Asian High Yield Fund Mutual Funds 500 5,032 9.97 4,985
Yuanta iSTOXX MUTB Asia/Pacific Quality
Dividend 100 Index Fund
Mutual Funds 554 5,500 10.11 5,605
CTBC Global iSport Fund Mutual Funds 300 3,006 9.99 2,997
Total $35,644 $33,634

379

Yieh Phui Enterprise Co., Ltd.

Notes Receivables

December 31, 2017

Unit: Thousands of NT Dollars

Item
Greaten Construction Co., Ltd.
Tungwei Constrution Co., Ltd.
Others
Subtotal
Less: Changes in allowance for
doubtful accounts:
Total
Description
Notes receivable for
construction
Notes receivable for
construction
(5% and under)
Amount
Note
$11,372
8,413
798
$20,583
(89)
$20,494

380

Yieh Phui Enterprise Co., Ltd.

Accounts Receivables

December 31, 2017

Unit: Thousands of NT Dollar/ Foreign Currency

Parties
METAL ONE
Shang Shing Steel Industrial Co.,
Ltd.
HON HAI PRECISION
STEMCOR LONDDN
Others
Subtotal
Less: Changes in allowance for
doubtful accounts:
Total
Description
Trades receivable
Trades receivable
Trades receivable
Trades receivable
(5% and under)
Amount
Note
$318,032
USD 10,687
189,656
106,204
USD 3,569
93,496
USD 3,142
552,001
$1,259,389
(5,454)
$1,253,935

Exchange rate as of December 31, 2017: USD:NTD 1:29.76

381

Yieh Phui Enterprise Co., Ltd.

Accounts Receivables - Related Party

December 31, 2017

Unit: Thousands of NT Dollar/ Foreign Currency

Parties
ASIAZONE CO., LIMITED
Shin Phui Steel Corporation
Shin Yang Steel Co., Ltd.
Yieh United Steel Corporation
Others
Subtotal
Less: Bad debt allowance -
related party
Total
Description
Trades receivable
Trades receivable
Trades receivable
Trades receivable
(5% and under)
Amount
Note
$213,953
USD 7,189
50,329
45,012
20,009
-
$329,303
(1,014)
$328,289

Exchange rate as of December 31, 2017: USD:NTD 1:29.76

382

Yieh Phui Enterprise Co., Ltd.

Construction Contract Receivables

December 31, 2017

Unit: Thousands of NT Dollars

Item
China Container Terminal
Corp.
Greaten Construction Co., Ltd.
Chung-Lu Construction Co.,
Ltd.
Taiwan Kumagai Co., Ltd
Hontai Life Insurance and
CoCoon Construction
Others
Total
Description
Construction contract
receivable
Construction contract
receivable
Construction contract
receivable
Construction contract
receivable
Construction contract
receivable
(5% and under)
Amount
Note
$66,404
38,924
19,580
17,021
11,344
22,179
$175,452

383

Yieh Phui Enterprise Co., Ltd.

Construction Contract Receivables - Related Party

December 31, 2017

Unit: Thousands of NT Dollars

Item
New Spring Construction
Corp.
Others
Total
Description
Construction contract
receivable
(5% and under)
Amount
Note
$190,033
4,428
$194,461

384

Yieh Phui Enterprise Co., Ltd.

Other Receivables

December 31, 2017

Unit: Thousands of NT Dollars

Item
Business tax refundable
Purchase allowance
receivable
Insurance claims receivables
Interest receivable
Other receivables
Total
Description
Business tax refund -
November and December
Purchase allowance receivable
Insurance claims receivables
Interest receivable
Road administrative fee
receivable, etc.
Amount
Note
$136,500
29,146
4,965
264
339
$171,214

385

Yieh Phui Enterprise Co., Ltd.

Other Receivables - Related Party

December 31, 2017

Unit: Thousands of NT Dollars

Item
Loans receivable
Service fee receivable -
guarantee
Interest receivable
Revenues from sale of scrap
iron, etc.
Purchase allowance
receivable
Other receivables
Total
Description
Loans receivable
Service fee receivable -
guarantee
Interest receivable
Revenues from sale of scrap
iron, etc.
Purchase allowance receivable
Receivables - human capital
support, etc
Amount
Note
$950,000
7,737
2,017
1,878
1,195
3,423
$966,250

386

Yieh Phui Enterprise Co., Ltd.

Inventory

December 31, 2017

Unit: Thousands of Taiwan Dollars

Item
Rolled Steel (Product)
Department
Raw materials
Supplies
Work in progress
Finished goods
By-products and scraps
Subtotal
Less: allowance for
inventory valuation and
obsolescence loss
Net
Heavy Industry
Departments
Raw materials
Supplies
Subtotal
Less: allowance for
inventory valuation and
obsolescence loss
Net
Total
Description
Steel coil
LPG, LNG, resin acid,
thinner
Cold rolled, galvanized and
pre-painted steel coil, etc.
Acid pickling, cold rolling,
galvanized and pre-painted
steel coil, etc.
By-products and scraps
Angle steel, molded steel
Bolt, shear concrete stud
Description
Steel coil
LPG, LNG, resin acid,
thinner
Cold rolled, galvanized and
pre-painted steel coil, etc.
Acid pickling, cold rolling,
galvanized and pre-painted
steel coil, etc.
By-products and scraps
Angle steel, molded steel
Bolt, shear concrete stud
Cost
$1,014,337
15,541
743,493
2,173,086
67,082
$4,013,539
(1,250)
$4,012,289
$129,738
3,404
$133,142
(294)
$132,848
$4,145,137

387

Yieh Phui Enterprise Co., Ltd.

Prepayment

December 31, 2017

Unit: Thousands of NT Dollars

Item
Prepaid material purchase
Prepaid expense
Prepaid expense
Prepaid expense
Prepaid expense
Others
Total
Description
Prepaid material purchase
Sea freight prepaid
Insurance claims
Prepaid rental
Prepaid royalty
Other prepayments
Amount
Note
$195,718
57,145
27,083
4,365
2,906
21,643
$308,860

388

Yieh Phui Enterprise Co., Ltd.

Other Financial Assets - current

December 31, 2017

Item
Land Bank - Kangshan
Mega International
Commercial Bank -
(Kaohsiung Metropolitan
Branch)
Total
Description
Pledged demand deposits
Pledged time deposits
Unit: Thousands of NT Dollar/ Foreign Currency
Amount
Note
$55,157
124,992
USD 4,200
$180,149

Exchange rate as of December 31, 2017: USD:NTD 1:29.76

389

Yieh Phui Enterprise Co., Ltd.

Financial Assets at Fair Value through Profit or Loss - Non-current

December 31, 2017

Fair Value
Name of Financial Instruments Description Shares or Units Acquisition Cost Unit Price (NT$) Total Note
Bank of Panhsin Sinsing Branch – 2014 First term
subordinated financial bonds
Financial bonds 10,000 $10,000 0.9999 $9,999
Total $10,000 $9,999

390

Yieh Phui Enterprise Co., Ltd.

Changes in Available-for-sale Financial Assets - Non-current

January 1 - December 31, 2017

Name
Asia Pacific
Telecom
Total
Shares
Fair Value
4,500
$46,575
$46,575
Beginning balance
Shares
Amount
-
$ -
$ -
Increase
Shares
Amount
-
$1,665
$1,665
Decrease
Shares
Fair Value
4,500
$44,910
$44,910
Ending balance
Collateral or Pledge
Note
None
Shares
4,500
Shares
-
Shares
-
Shares
4,500

Note: The decrease amount of NT$ 1,665 thousand is due to unrealized valuation loss of financial assets.

391

Yieh Phui Enterprise Co., Ltd.

Changes in Financial Assets Carried at Cost - Non-current January 1 - December 31, 2017

Name Beginningbalance Beginningbalance Increase Increase Decrease Decrease Ending Unit: Thousands of NT Dollars
Carrying
Amount
Note
$55,899
None
41,833
None
23,520
None
18,913
None
35,482
None
9,130
None
2,002
None
1,650
None
-
None
535
None
10,000
None
350,357
None
-
None
-
None
-
None
-
None
-
None
$549,321
Balance
Colleteral or
Pledge
Shares Carrying
Amount
Shares Amount Shares Amount Shares Carrying
Amount
TaiwanVes-Power Co., Ltd.
New Spring Construction Corp.
Ascentke Venture Capital Corp.
Taiwan Implant Technology
Company, Ltd.
Sunny Bank
Universal Venture Capital
Investment Co., Ltd.
YIEH CORPORATION LIMITED
Pacific Harbor Stevedoring
Corporation
NEOFLEX TECHNOLOGY CO.,
LTD
ImageDJ Software Co., Ltd.
Chao-Feng Venture Capital Co., Ltd.
Skylark International Hotel Co., Ltd.
Shuo Huang Enterprise Co., Ltd.
Chateau Bridgetop Inc.
Grand Fortune Special Steel Co.,
LTD.
HUNG-TAI Management and
Consulting Co. Ltd
Windance Co., Ltd.
Total
1,800
7,640
2,352
1,891
3,736
1,100
200
150
104
24
1,000
13,688
980
5,000
3,558
100
18,469
$55,899
41,833
23,520
18,913
35,482
9,130
2,002
1,650
1,060
535
10,000
281,960
-
-
-
-
-
-
909
-
-
187
-
-
-
-
-
-
6,840
-
-
-
-
-
$ -
-
-
-
-
-
-
-
-
-
-
68,397
-
-
-
-
-
-
-
-
-
-
-
-
-
104
-
-
-
-
-
-
-
-
$ -
-
-
-
-
-
-
-
1,060
-
-
-
-
-
-
-
-
1,800
8,549
2,352
1,891
3,923
1,100
200
150
-
24
1,000
20,528
980
5,000
3,558
100
18,469
$55,899
41,833
23,520
18,913
35,482
9,130
2,002
1,650
-
535
10,000
350,357
-
-
-
-
-
$481,984 $68,397 $1,060 $549,321

Note: 1. The increase of NT$ 68,397 thousand is the result of subscriptions to cash offering.

  1. The decrease of NT$ 1,060 thousand is recognized as Impairment loss.

392

Yieh Phui Enterprise Co., Ltd.

Bond investments with no active market - non-current

January 1 - December 31, 2017

Company Name
Preferred stock:
E-Da Development
Corp.
Eliter International
Corp.
Subtotal
Less: Accumulated
impairment
Total
Shares
Carrying Amount
17,065
$170,654
-
-
$170,654
-
$170,654
Beginning Balance
Shares
Amount
-
-
$ 26,275
262,747
$262,747
-
$262,747
Increase
Shares
Amount
-
$ -
-
-
$ -
-
$ -
Decrease
Shares
Carrying Amount
17,065
$170,654
26,275
262,747
$433,401
-
$433,401
Ending Balance
Shares
-
26,275
Shares
-
-

Note: The increase of NT$ 170,654 thousand is a result of increase in investment.

393

Yieh Phui Enterprise Co., Ltd. Changes in Investment under Equity Method January 1 - December 31, 2017

Unit:
Name Beginning balance Increase Decrease Ending Balance Unit Price
Total
42.62
$9,952,223
29.99
1,709,343
9.92
2,812,179
5.30
1,586,683
34.75
1,374,311
6.10
1,139,015
12.82
1,857,101
9.49
825,718
12.44
571,760
12.44
560,722
13.19
1,275,662
40.43
610,037
10.16
317,311
12.72
283,898
7.47
109,745
383.40
1,917
9.25
265,137
3,287.07
151,205
9.54
23,348
10.61
14,853
11.18
10,954
3.20
11,552
3.60
3,420
72.66
7,266
4.09
15,535
27.22
2,722
6.13
1,962
-
4,419
0.14
165
6.40
47,448
5.12
312,373
4.87
4,917
6.60
4,262,787
6.07
485,346
1.23
1,807
28.38
288,308
9.81
3,729
$30,906,878
Market Value/ Net Equity
Shares Amount Shares Amount Shares Amount Shares Share Amount Unit Price
Yieh Phui (Hong Kong) Holdings Limited
CHAMPION LOGISTIC INC.
Eliter International Corp.
Yieh Hsing Enterprise Co., Ltd.
Tangeng Iron Works Co., Ltd.
E-Da Development Corp.
United Brightening Development Corp.
Shin Yang Steel Co., Ltd.
Synn Industrial Co., Ltd.
Yieh Mau Corp.
Kuo Chang Enterprise Co., Ltd.
ASIAZONE CO., LTD.
Shin Phui Steel Corporation
Sin Bang Investment & Development Co.,
TYCOONS STEEL
INTERNATIONAL CO., LTD.
HSING JUI INVESTMENTS LTD
EMMT Systems Corporation
GOOD HONOR HOLDINGS LTD.
Gen-Wan Technology Corp.
Cheng Shin Security Co., Ltd.
Da Yao Engineering & Consulting Co.,
E-Da Bus Transportation Co., Ltd.
E-DA Tour Bus Co., Ltd.
GOLDEN DEVELOPMENTS
HOLDINGS LTD.
E-Da Cultural Creative Industry Co.,
WORTHING HONOR
HOLDINGS LTD.
Cheng Shin Apartment Building Management
and Maintenance Co., Ltd
E United Japan Co., Ltd.
Skylark Hot Spring & Resort Corp.
Eda Entertainment CO., LTD
Li Hui Development CO., LTD
Ji Chang Enterprise CO., LTD
Yieh United Steel Corporation
Hong Yuh Assets Management Co.,Ltd.
E-Da Visual Effects Company Limited.
LIAN SO(H.K)CO., LIMITED
E-Da Health Biotechnology Co., Ltd.
Total
233,500
57,000
283,584
355,647
39,553
186,866
108,111
87,000
45,975
40,977
51,548
15,090
30,968
22,313
14,700
5
28,651
46
2,392
1,400
980
3,609
950
100
3,800
100
320
-
1,170
7,410
56,468
946
609,803
37,000
1,470
480
-
$9,818,285
1,697,847
2,826,191
1,596,329
1,357,233
1,201,890
1,532,379
763,632
615,566
535,129
690,453
625,840
318,370
280,860
21,423
2,074
287,237
160,109
25,312
15,147
10,822
17,107
4,672
7,046
15,615
2,944
2,014
3,560
407
51,989
313,941
4,977
3,969,169
253,910
2,334
14,512
-
-
-
-
243
-
-
36,749
-
-
4,098
45,191
-
278
-
-
-
-
-
55
-
-
-
-
-
-
-
-
-
-
-
4,533
63
35,632
43,000
-
9,680
380
290,986
145,844
23
15,365
27,666
194
362,695
62,755
53,395
41,666
590,831
33,270
2,178
4,972
92,062
4
76
3,538
5
-
132
-
-
331
-
5
-
1,032
-
-
-
-
401,448
430,000
-
295,344
3,800

-
-
-
56,432
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
157,048
134,348
61,600
130,474
10,588
71,311
25,884
669
97,201
16,073
18,151
49,073
1,594
1,934
3,740
161
22,176
12,442
1,969
294
-
5,555
1,252
111
80
227
52
173
242
4,541
1,568
60
141,171
198,564
527
21,548
71
233,500
57,000
283,584
299,458
39,553
186,866
144,860
87,000
45,975
45,075
96,739
15,090
31,246
22,313
14,700
5
28,651
46
2,447
1,400
980
3,609
950
100
3,800
100
320
-
1,170
7,410
61,001
1,009
645,435
80,000
1,470
10,160
380
100.00
97.44
32.84
56.43
11.30
28.44
95.56
100.00
30.00
23.00
99.04
32.80
100.00
100.00
28.27
100.00
77.54
100.00
86.99
35.00
49.00
17.09
19.00
100.00
19.00
100.00
32.00
47.00
14.63
19.00
44.56
45.00
24.63
80.00
49.00
80.00
19.00
$9,952,223
1,709,343
2,764,614
1,481,220
1,374,311
1,130,773
1,869,190
825,718
571,760
560,722
1,263,133
610,037
318,954
283,898
109,745
1,917
265,137
151,205
23,348
14,853
10,954
11,552
3,420
7,266
15,535
2,722
1,962
4,419
165
47,448
312,373
4,917
4,229,446
485,346
1,807
288,308
3,729
42.62
29.99
9.92
5.30
34.75
6.10
12.82
9.49
12.44
12.44
13.19
40.43
10.16
12.72
7.47
383.40
9.25
3,287.07
9.54
10.61
11.18
3.20
3.60
72.66
4.09
27.22
6.13
-
0.14
6.40
5.12
4.87
6.60
6.07
1.23
28.38
9.81
$29,046,325 $2,859,617 $1,192,472 ###########

394

  1. Details of the increase of NT$ 2,859,617 thousand are stated below:

  2. Details of the decrease of NT$ 1,192,472 thousand are stated below:

1. Details of the increase of NT$ 2,859,617 thousand are stated below: 1. Details of the decrease of NT$ 1,192,472 thousand are stated below:
Investment Increment
Accounted for using equity method
Cumulative gain or loss
Cash flow hedge
Capital surplus
Realized gain/loss on investment (downstream)
Total
unrealized gain/loss from financial instruments
$1,751,426
Cash Dividend
955,047
Accounted for using equity method
33
Exchange differences on translation of foreign financial statements
15,008
867
Cash flow hedge
136,639
Actuarial gain/loss from defined benefit plan
597
Cumulative gain or loss
Realized gain/loss on investment (downstream)
$2,859,617
Total
Adjustment recognized according to shareholding percentage - unrealized gain/loss from financial instrume
105,395
439,313
556,730
6,172
5,862
34,051
24,357
20,592
$1,192,472
  1. As of December 31, 2017, acquisition costs and carrying amounts using equity method for long-term equity investments are as follows:
Investee Acquisition Cost Valuation under Equity Method Cumulative Translation
Adjustment
Others (Note) Total
$9,952,223
1,709,343
2,764,614
1,481,220
1,374,311
1,130,773
1,869,190
825,718
571,760
560,722
1,263,133
610,037
318,954
283,898
109,745
1,917
265,137
151,205
23,348
14,853
10,954
11,552
3,420
7,266
15,535
2,722
1,962
4,419
165
47,448
Da Yao Engineering & Consulting Co., Ltd.
E-Da Bus Transportation Co., Ltd.
EMMT Systems Corporation
GOOD HONOR HOLDINGS LTD.
United Brightening Development Corp.
Shin Yang Steel Co., Ltd.
Synn Industrial Co., Ltd.
Yieh Mau Corp.
Tangeng Iron Works Co., Ltd.
E-Da Development Corp.
Skylark Hot Spring & Resort Corp.
Eda Entertainment CO., LTD
Gen-Wan Technology Corp.
Cheng Shin Security Co., Ltd.
Yieh Phui (Hong Kong) Holdings Limited
CHAMPION LOGISTIC INC.
Eliter International Corp.
Yieh Hsing Enterprise Co., Ltd.
Kuo Chang Enterprise Co., Ltd.
ASIAZONE CO., LIMITED
Shin Phui Steel Corporation
Sin Bang Investment & Development Co., Ltd.
TYCOONS STEEL INTERNATIONAL CO., LTD.
HSING JUI INVESTMENTS LIMITED
E-DA Tour Bus Co., Ltd.
Golden Developments Holdings Ltd.
Cheng Shin Apartment Building Management and Maintenance Co., Ltd
WORTHING HONOR HOLDINGS LTD
Cheng Hsin House Management Co.
E United Japan Co., Ltd.
$7,455,887
1,913,111
2,833,595
2,238,883
1,453,572
1,868,658
1,836,383
870,000
294,000
422,605
1,256,726
595,424
295,736
295,809
427,629
4,603
306,158
14,723
148,609
14,000
9,800
36,086
9,500
2,928
38,000
6,672
3,915
8,027
11,700
74,100
395
$3,165,869
(233,193)
(82,494)
(1,347,288)
(48,484)
(738,016)
182,619
(70,379)
277,760
122,648
69,069
48,847
30,084
(6,290)
(371,199)
(94,985)
(27,445)
28,696
(127,001)
853
1,154
(24,534)
(6,080)
4,617
(22,465)
(3,889)
(1,461)
(3,194)
(14,076)
(22,929)
($518,636)
49,243
-
(1,539)
-
-
(18,443)
(699)
-
(2,103)
(15,177)
(31,625)
(1,012)
-
(1,214)
(58,597)
(3,406)
(5,596)
(308)
-
-
-
-
(279)
-
(47)
-
(414)
-
-
($150,897)
(19,818)
13,513
591,164
(30,777)
131
(131,369)
26,796
-
17,572
(47,485)
(2,609)
(5,854)
(5,621)
54,529
150,896
(10,170)
113,382
2,048
-
-
-
-
-
-
(14)
(492)
-
2,541
(3,723)
E-Da Health Biotechnology Co., Ltd.
Total
Li Hui Development CO., LTD
Ji Chang Enterprise CO., LTD
Yieh United Steel Corporation
Hong Yuh Assets Management Co.,Ltd.
E-Da Visual Effects Company Limited.
LIAN SO(H.K)CO., LIMITED
321,216
5,050
4,826,777
768,000
10,393
311,110
3,800
(8,775)
(133)
(800,577)
(214,037)
(8,586)
(14,573)
(71)
-
-
(199,822)
(11,041)
-
(8,229)
-
(68)
-
403,068
(57,576)
-
-
-
312,373
4,917
4,229,446
485,346
1,807
288,308
3,729
$30,993,185 ($359,938) ($828,944) $909,167 $30,713,470

Notes: Including capital surplus of long-term investment, unrealized profit or loss from financial instruments, cumulative gain or loss and unrealized downstream transactions.

(4) Net equity value of investees under equity method, except for that of HSING JUI INVESTMENTS LIMITED and E United Japan Co., Ltd., was calculated based on the financial states for the period that were certified by a certified public accountant.

396

Yieh Phui Enterprise Co., Ltd.

Refundable Deposits

December 31, 2017

Unit: Thousands of NT Dollars

Item
Refundable deposits
Total
Description
Construction contract
performance deposits
Lease deposits
Others
Amount
Note
$40,460
3,456
16
$43,932

397

Yieh Phui Enterprise Co., Ltd.

Other Financial Assets - Non-current

December 31, 2017

Unit: Thousands of NT Dollars

Item
Mega International
Commercial Bank -
Kaohsiung
Total
Description
Pledged time deposits
Amount
Note
$857
$857

398

Yieh Phui Enterprise Co., Ltd. Short-term Loans December 31, 2017

Creditor
Shin Kong Bank - CiSian
Chinatrust Commercial Bank - Mintsu
Bank of China - Taipei
First Commercial Bank - Hsin Hsing
Hua Nan Bank - Kangshan
Bangkok Bank - Kaohsiung
Mega International Commercial Bank -
Kaohsiung Metropolitan
Taiwan Business Bank - Kaohsiung
Shanghai Commercial & Savings Bank
- Chien Chin
Shanghai Commercial & Savings Bank
- Chien Chin
Land Bank of Taiwan - Kangshan
Bank of Taiwan - Kangshan
Mega International Commercial Bank -
Kaohsiung
Chang Hwa Commercial Bank -
Kaohsiung
KGI Bank - Kaohsiung
Taiwan Cooperative Bank - Kaohsiung
JihSun International Commercial Bank
- Kaohsiung (foreign currency)
Subtotal of loans for material purchase
Chinatrust Commercial Bank - Mintsu
Shin Kong Bank - CiSian
Bank of China - Taipei
Far Eastern International Bank -
Kaohsiung
Description
Ending
balance
$99,758
79,862
293,895
186,808
119,491
318,024
489,922
378,388
144,532
79,314
442,966
339,262
372,474
447,331
125,206
171,523
85,460
########
$150,000
100,000
295,000
300,000
Contract Duration

Credit Limit (Note
3)
Collateral
or Pledge
Unit: Thousands of NT
Dollar/ Foreign
Currency
Note
USD
~~Loans for material~~
purchase
Loans for material
purchase
Loans for material
purchase
Loans for material
purchase
Loans for material
purchase
Loans for material
purchase
Loans for material
purchase
Loans for material
purchase
Loans for material
purchase
Loans for material
purchase
Loans for material
purchase
Loans for material
purchase
Loans for material
purchase
Loans for material
purchase
Loans for material
purchase
Loans for material
purchase
Loans for material
purchase
Credit loan
Credit loan
Credit loan
Credit loan
~~December 21, 2017 - April 27,~~
2018
October 19, 2017-April 24, 2018
September 28, 2017-April 3,
2018
September 28, 2017-April 25,
2018
October 5, 2017-March 9, 2018
August 21, 2017-June 26, 2018
November 10, 2017-June 20,
2018
September 14, 2017-May 9, 2018
November 9, 2017-March 14,
2018
September 14, 2017-March 13,
2018
August 21, 2017-May 22, 2018
August 21, 2017-June 12, 2018
September 11, 2017 - June 23,
2018
September 7, 2017-May 29, 2018
December 28, 2017-June 11,
2018
August 10, 2017-March 13, 2018
October 27, 2017-May 21, 2018
October 13, 2017-April 13, 2018
September 20, 2017 - March 20,
2018
December 1, 2017-April 13,
2018
November 6, 2017-January 5,
2018
200,000
230,000
612,000
400,000
120,000
600,300
614,200
460,800
150,475
230,000
550,000
750,000
600,000
700,000
400,000
550,000
300,000
230,000
200,000
612,000
300,000
Note 1:
Note 1:
Note 1:
Note 1:
Note 1:
Note 1:
Note 1:
Note 1:
Note 1:
Note 1:
Note 1:
Note 1:
Note 1:
Note 1:
Note 1:
Note 1:
Note 1:
None
None
None
None
2,872

399

Creditor
KGI Bank - Kaohsiung
Bangkok Bank - Kaohsiung
Sunny Bank - Liwun
Taiwan Cooperative Bank -
Kaohsiung
Mega International Commercial
Bank - Kaohsiung
Land Bank of Taiwan - Kangshan
Bank of Taiwan - Kangshan
First Commercial Bank - Hsin
Hsing
Chang Hwa Commercial Bank -
Kaohsiung
JihSun International
Commercial Bank - Kaohsiung
Shanghai Commercial & Savings
Bank - Chien Chin
Yuanta Bank - Kaohsiung
Taihsin Bank - Linya
Entie Commercial Bank -
Kaohsiung
Bank of Singapore - Taipei
Subtotal of credit loans
The Export-Import Bank of the
ROC - Kaohsiung
Bank of Singapore - Taipei
Subtotal of export loans
Total
Interest Rate Range by the end of
Description Ending balance
150,000
150,000
100,000
378,000
180,000
100,000
100,000
100,000
100,000
200,000
150,000
300,000
250,000
285,000
240,000
$3,628,000
$200,000
178,560
$378,560
$8,180,776
1.07%-2.88%
Contract Duration
December 22, 2017-June 20, 2018
December 25, 2017 - June 23, 2018
November 7, 2017 - November 7, 2018
November 14, 2017 - December 29, 2018
December 25, 2017 - June 25, 2018
December 11, 2017-February 9, 2018
December 29, 2017-June 27, 2018
December 15, 2017 - January 12, 2018
September 15, 2017-September 15, 2018
December 21, 2017 - March 21, 2018
December 14, 2017-March 14, 2018
May 23, 2017 - May 23, 2018
December 20, 2017 - January 25, 2018
November 27, 2017-February 28, 2018
November 9, 2017-May 9, 2018
July 28, 2017-July 28, 2018
December 26, 2017-March 26, 2018
Credit Limit
(Note 3)
400,000
600,300
100,000
550,000
600,000
550,000
750,000
400,000
700,000
300,000
230,000
500,000
250,000
400,000
450,000
200,000
450,000
Collateral or
Pledge
USD
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
None
6,000
Credit loan
Credit loan
Credit loan
Credit loan
Credit loan
Credit loan
Credit loan
Credit loan
Credit loan
Credit loan
Credit loan
Credit loan
Credit loan
Credit loan
Credit loan
Export Loans
Export Loans
the period

Note 1: Please refer to Note 8 for the collaterals of the above short-term loans Note 2: Exchange rate as of December 31, 2017: USD:NTD 1:29.76 Note 3: Credit lines shown above are the combined limits from each banks

400

Yieh Phui Enterprise Co., Ltd.

Short-term Bills Payables December 31, 2017

Unit: Thousands of NT Dollars

Amount

Amount
Item Guarantee or Accepting
Institution
Contract Duration
Issuing Amount Discounts Carrying Amount Note
Commercial paper (CP2) Mega Bills Finance Corp.
November 14, 2017 - January 16, 201
$100,000 $65 $99,935
Commercial paper (CP2) International Bills Finance C
November 24, 2017-January 3, 2018
200,000 23 199,977
Commercial paper (CP2) Da Chung Bills Finance Cor
December 13, 2017-January 17, 201
100,000 60 99,940
Commercial paper (CP2) Taiwan Cooperative Bills Fi
December 20, 2017 - January 18, 201
150,000 100 149,900
Commercial paper (CP2) Taiwan Finance Corporation
November 1, 2017- January 30, 2018
100,000 136 99,864
Total $650,000 $384 $649,616
Interest Rate Range 1.63%-1.80%

401

Yieh Phui Enterprise Co., Ltd.

Notes Payables

December 31, 2017

Unit: Thousands of NT
Dollars
Item Description Amount Note
Mega International
Commercial Bank (Note)
Notes payable for purchase $330,506
Others (5% and under) 305,177
Total $635,683

Note: This is notes payable to China Steel Corporation, which transferred all rights to Mega International Commercial Bank.

402

Yieh Phui Enterprise Co., Ltd.

Accounts Payable

December 31, 2017

Unit: Thousands of NT Dollars

Parties Description Amount Note
Yung Chi Paint & Varnish
Mfg. Co.,Ltd.
Trade payable $144,800
China Steel Corporation Trade payable 143,372
Shang Cheng Steel Co., Ltd. Trade payable 91,504
Nan Jehn Natural Gas Co.,
Ltd.
Trade payable 30,793
Others (5% and under) 118,888
Total $529,357

403

Yieh Phui Enterprise Co., Ltd.

Construction Contract Payable

December 31, 2017

Unit: Thousands of NT Dollars

Item
Central Freight Terminal Co.,
Ltd.
Wei Yi Construction Co., Ltd.
Sun Pao Tsun Construction
Co., Ltd
Hong-Chang Construction
Corp.
Hong Sheng Construction Co.,
Ltd.
Others
Total
Description
Construction contract
payable
Construction contract
payable
Construction contract
payable
Construction contract
payable
Construction contract
payable
(5% and under)
Amount
Note
$3,378
3,263
2,204
1,926
1,600
2,026
$14,397

404

Yieh Phui Enterprise Co., Ltd.

Advance Receipts

December 31, 2017

Item
METAL ONE AMERICE,INC.
CLM ENTERPRISES INC.
MITSUI & CO.(USA) INC.
Others
Total
Description
Unearned sales revenue
Unearned sales revenue
Unearned sales revenue
(5% and under)
Unit: Thousands of NT
Dollars
Amount
Note
$379,857
376,175
286,047
233,263
$1,275,342

405

Yieh Phui Enterprise Co., Ltd. Long-term Loans and the Current Portion of Long-term Liabilities December 31, 2017

Creditor
(1) Syndicated loan with Mega
International Commercial Bank
Mega International Commercial
Bank - Kaohsiung Metropolitan
Chang Hwa Commercial Bank -
Kaohsiung
Agricultural Bank of Taiwan -
Operating Department
Taiwan Cooperative Bank -
Bank of Taiwan - Kangshan
First Bank
Hua Nan Bank - Kangshan
Taiwan Business Bank - Kaohsiung
Land Bank of Taiwan - Kangshan
Mega International Commercial
Bank - Kaohsiung Metropolitan
Chang Hwa Commercial Bank -
Kaohsiung
Agricultural Bank of Taiwan -
Operating Department
Taiwan Cooperative Bank -
Bank of Taiwan - Kangshan
First Bank
Hua Nan Bank - Kangshan
Taiwan Business Bank - Kaohsiung
Land Bank of Taiwan - Kangshan
Subtotal
Description
Mortgage loan
Mortgage loan
Mortgage loan
Mortgage loan
Mortgage loan
Mortgage loan
Mortgage loan
Mortgage loan
Mortgage loan
Credit loan
Credit loan
Credit loan
Credit loan
Credit loan
Credit loan
Credit loan
Credit loan
Credit loan
Borrowing Amount
$318,000
318,000
274,000
274,000
274,000
244,000
181,000
181,000
136,000
332,000
332,000
286,000
286,000
286,000
256,000
189,000
189,000
144,000
$4,500,000
Contract Duration
December 5, 2017-December 5,
2022
December 5, 2017-December 5,
2022
December 5, 2017-December 5,
2022
December 5, 2017-December 5,
December 5, 2017-December 5,
December 5, 2017-December 5,
December 5, 2017-December 5,
December 5, 2017-December 5,
December 5, 2017-December 5,
December 5, 2017-December 5,
2022
December 5, 2017-December 5,
2022
December 5, 2017-December 5,
2022
December 5, 2017-December 5,
December 5, 2017-December 5,
December 5, 2017-December 5,
December 5, 2017-December 5,
December 5, 2017-December 5,
December 5, 2017-December 5,
Unit: Thousands of NT Dollars
Collateral or Pledge
Note
Land, plant, machinery and equipment
Land, plant, machinery and equipment
Land, plant, machinery and equipment
Land, plant, machinery and equipment
Land, plant, machinery and equipment
Land, plant, machinery and equipment
Land, plant, machinery and equipment
Land, plant, machinery and equipment
Land, plant, machinery and equipment
None
None
None
None
None
None
None
None
None

406

Creditor
(2) Syndicated loan with Taiwan Cooperative
Bank
Taiwan Cooperative Bank - Kaohsiung
Hua Nan Bank - Kangshan
Land Bank of Taiwan - Kangshan
Mega International Commercial Bank -
Kaohsiung Metropolitan
First Commercial Bank - Hsin Hsing
Agricultural Bank of Taiwan - Operating
Department
Chinatrust Commercial Bank - Mintsu
Shanghai Commercial & Savings Bank -
Chien Chin
Taihsin Bank - Linya
Chang Hwa Commercial Bank - Kaohsiung
Taiwan Cooperative Bank - Kaohsiung
Hua Nan Bank - Kangshan
Land Bank of Taiwan - Kangshan
Mega International Commercial Bank -
Kaohsiung Metropolitan
First Commercial Bank - Hsin Hsing
Agricultural Bank of Taiwan - Operating
Department
Chinatrust Commercial Bank - Mintsu
Shanghai Commercial & Savings Bank -
Chien Chin
Taihsin Bank - Linya
Chang Hwa Commercial Bank - Kaohsiung
Subtotal
Description
Mortgage loan
Mortgage loan
Mortgage loan
Mortgage loan
Mortgage loan
Mortgage loan
Mortgage loan
Mortgage loan
Mortgage loan
Mortgage loan
Credit loan
Credit loan
Credit loan
Credit loan
Credit loan
Credit loan
Credit loan
Credit loan
Credit loan
Credit loan
BorrowingAmount
$309,700
257,450
257,450
206,150
206,150
154,850
123,500
103,550
103,550
82,650
260,300
217,550
217,550
173,850
173,850
130,150
104,500
86,450
86,450
69,350
$3,325,000
Contract Duration
Collateral or Pledge
September 22, 2015 - September 22, 2020
Land, plant, machinery and equipment
September 22, 2015 - September 22, 2020
Land, plant, machinery and equipment
September 22, 2015 - September 22, 2020
Land, plant, machinery and equipment
September 22, 2015 - September 22, 2020
Land, plant, machinery and equipment
September 22, 2015 - September 22, 2020
Land, plant, machinery and equipment
September 22, 2015 - September 22, 2020
Land, plant, machinery and equipment
September 22, 2015 - September 22, 2020
Land, plant, machinery and equipment
September 22, 2015 - September 22, 2020
Land, plant, machinery and equipment
September 22, 2015 - September 22, 2020
Land, plant, machinery and equipment
September 22, 2015 - September 22, 2020
Land, plant, machinery and equipment
September 22, 2015 - September 22, 2020
None
September 22, 2015 - September 22, 2020
None
September 22, 2015 - September 22, 2020
None
September 22, 2015 - September 22, 2020
None
September 22, 2015 - September 22, 2020
None
September 22, 2015 - September 22, 2020
None
September 22, 2015 - September 22, 2020
None
September 22, 2015 - September 22, 2020
None
September 22, 2015 - September 22, 2020
None
September 22, 2015 - September 22, 2020
None

407

Creditor
Taiwan Business Bank - Kaohsiung
Mega International Commercial Bank -
Kaohsiung Metropolitan
Mega International Commercial Bank -
Kaohsiung Metropolitan
Mega International Commercial Bank -
Kaohsiung Metropolitan
Bank of Taiwan - Kangshan
First Commercial Bank - Hsin Hsing
First Commercial Bank - Hsin Hsing
Taiwan Cooperative Bank - Kaohsiung
Sub-total of mortgage loan
O Bank - Kaohsiung
Subtotal of credit loans
Total
Less: unamortized syndicated loan
arrangement fee
Less: current portion
Balance of long-term loans
Interest rate range by the end of the period
Description
Mortgage loan
Mortgage loan
Mortgage loan
Mortgage loan
Mortgage loan
Mortgage loan
Mortgage loan
Mortgage loan
Credit loan
BorrowingAmount
$138,420
440,000
800,000
700,000
100,000
84,600
86,640
160,000
$2,509,660
$40,000
$40,000
$10,374,660
(19,835)
(671,777)
$9,683,048
1.79%~ 2.325%
Contract Duration
January 21, 2015 - January 21, 2022
October 16, 2014 - October 16, 2021
August 12, 2016 - August 12, 2021
August 12, 2016 - August 12, 2021
May 16, 2017-May 16, 2021
July 29, 2013 - July 29, 2028
August 3, 2016 - July 15, 2030
October 9, 2014 - October 9, 2021
May 15, 2016 - May 15, 2018
Collateral or Pledge
Land, buildings
Land, buildings
Land, buildings
Land, buildings
Land, plants
Buildings
Buildings
Land
None

408

Yieh Phui Enterprise Co., Ltd.

Deposits Recieved

December 31, 2017

Item
Deposits received
Description
Sales deposits from customers
Unit: Thousands of NT Dollars
Amount
Note
$2,000

409

Yieh Phui Enterprise Co., Ltd. Operating Revenue

January 1 - December 31, 2017

Unit: Thousands of NT Dollars

Item
Quantity (tons)
Rolled Steel (Product) Department
Hot rolled steel coil
67,182
Steel plates
880
Sub-total of revenue from raw materials
Pickled steel coil
172
Rolled steel coil
3,384
Galvanized steel coil
770,081
Coated steel coil
255,253
Sub-total of revenue from finished goods
Steel plate OEM
26,910
Head & tail plates
19,888
Zinc dross
1,863
Iron oxide
4,693
Shearing materials
11,421
Cutting plates
7,316
Scrap iron
2,915
Revenue from by-products and scraps
Total of Steel Product Department
Heavy Industry Departments
Construction revenue
Total
Realized (unrealized) gross profit from sales of goods
Less: Sales return
Sales discount
Net operating revenue
Amount
Note
$1,086,700
21,007
$1,107,707
$1,732
41,995
17,856,304
8,642,130
$26,542,161
$130,132
$157,592
By-products
123,558
By-products
6,716
By-products
96,408
scraps
54,046
scraps
23,447
scraps
$461,767
$28,241,767
$1,078,743
$29,320,510
(19,995)
-
(121,297)
$29,179,218

410

Yieh Phui Enterprise Co., Ltd. Operating Cost

January 1 - December 31, 2017

Yieh Phui Enterprise Co., Ltd.
Operating Cost
January 1 - December 31, 2017
Unit: In
Item
Rolled Steel (Product) Department
Raw materials - beginning
Purchase
Other additions: shipment expense for purchase
Raw materials - ending
Other subtractions: requisition transferred to
expenses
Sale of raw materials
Raw materials consumed
Supplies - beginning
Purchase
SuppliesSupplies - ending
Supplies consumed
Direct labor
Manufacturing Overhead
Manufacturing Costs
Work in process - beginning
Other additions: finished goods transferred in
Work in process - ending
Production of scraps and by-products
Cost of finished goods
Finished goods - beginning
Finished goods - ending
Cost of processing transferred out
Other subtractions: requisition transferred to
expenses
Other deductions: transferred to work in process
Cost of finished goods sold
Other deductions: requisition transferred to expenses
Other additions - Under-allocated fixed manufacturing overheads
Thousands of Taiwan Dollars
2017
$857,320
21,798,044
90,043
(1,014,337)
(27,481)
(1,096,561)
$20,607,028
$14,575
763,562
(15,541)
(762,596)
$-
$258,607
2,942,572
$23,808,207
610,016
92,301
(743,493)
(438,337)
$23,328,694
$1,953,614
(2,173,086)
(116,747)
(185,876)
(92,301)
$22,714,298

411

2017

Item
Adjustments to costs
Loss on inventory value decline (gain on recovery)
Unallocated fixed manufacturing overheads
Other changes - purchase allowance, etc.
Subtotal of cost for Rolled Steel (Product) Department
Cost of raw materials sold
Cost of by-products sold
Processing costs
Total cost for Rolled Steel (Product) Department
Heavy Industry Department:
Construction costs
Loss on inventory value decline (gain on recovery)
Subtotal of cost for Heavy Industry Department
Total operating expenses
2017
(794)
63,028
(60,125)
$22,716,407
$1,096,561
426,628
116,747
$24,356,343
$1,028,647
4,593
$1,033,240
$25,389,583

412

Yieh Phui Enterprise Co., Ltd. Manufacturing Overheads January 1 - December 31, 2017

Unit: Thousands of NT Dollars

Item
Indirect labor
Rental expense
Stationary
Traveling expense
Freight expense
Postage
Repairs
Packing expense
Utilities expense
Insurance expense
Processing fee
Taxes
Depreciation
Meals expense
Employee benefits/welfare
Miscellaneous purchases
Indirect material
Training expense
R&D expense
Consumables
Pension
Transportation expense
Overtime allowance expense
Professional service fees
Other expenses
Constructions in progress -
outsourced
Unallocated fixed
manufacturing overheads
Total
Rolled Steel (Product)
Department
$434,617
16,196
2,397
1,672
64,902
351
183,868
276,477
427,961
88,744
23,215
4,487
496,330
14,132
19,940
5,439
762,557
978
2,521
45,871
28,117
2,451
37,845
674
63,858
-
(63,028)
$2,942,572
Heavy Industry
Departments
Total
$82,663
$517,280
3,656
19,852
647
3,044
77
1,749
13,999
78,901
518
869
8,509
192,377
-
276,477
14,294
442,255
12,263
101,007
48
23,263
3,769
8,256
29,151
525,481
2,902
17,034
4,301
24,241
442
5,881
76,929
839,486
110
1,088
206
2,727
1,772
47,643
4,480
32,597
735
3,186
4,805
42,650
60
734
12,581
76,439
420,649
420,649
-
(63,028)
$699,566
$3,642,138

413

Yieh Phui Enterprise Co., Ltd. Selling Expenses January 1, 2017 ~ December 31, 2017

Unit: Thousands of New Taiwan Dollars

Item 2017
Payroll expense $158,200
Rental expense 5,639
Stationary 650
Traveling expense 6,560
Freight expense 5,137
Postage 839
Repairs 2,875
Advertising expense 1,341
Utilities expense 275
Insurance expense 17,701
Entertainment expense 14,881
Donation 36
Taxes 847
Depreciation 7,585
Meals expense 4,663
Employee benefits/welfare 6,922
R&D expense 95
Training expense 86
Professional service fees 4,192
Pension 9,405
Miscellaneous purchases 573
Overtime allowance expense 5,454
Transportation expense 1,655
Export expense 1,679,226
Books and magazines 528
Other expenses 8,834
-----------------
Total $1,944,199
=================

414

Yieh Phui Enterprise Co., Ltd. General & Administrative Expenses January 1, 2017 ~ December 31, 2017

Yieh Phui Enterprise Co., Ltd.
General & Administrative Expenses
January 1, 2017 ~ December 31, 2017 Unit: Thousands of New
Taiwan Dollars
Item 2017
Payroll expense $202,978
Rental expense 4,413
Stationary 1,798
Traveling expense 1,795
Freight expense 23
Postage 2,649
Repairs 7,621
Advertising expense 2,848
Utilities expense 6,067
Insurance expense 20,545
Entertainment expense 19,894
Donation 2,570
Taxes 2,844
Depreciation 21,743
Meals expense 5,248
Employee benefits/welfare 7,823
Training expense 475
Professional service fees 21,184
Pension 10,795
Miscellaneous purchases 4,296
Overtime allowance expense 5,232
Transportation expense 3,260
Books and magazines 234
Other expenses 27,772
-----------------
Total $384,107
=================

VI. Impact on the Company's Financial Status due to Financial Difficulties Experienced by the Company and Its Related Companies during the Last Fiscal Year up to the Publication Date of This Report: None

415

Chapter 7 Review, Analysis, and Risks of Financial Status and Performance

I. Financial Status:

Comparative Analysis of Financial Conditions

Unit: in NT$ thousands

Year
Item

2017
2016 Difference Difference
Amount %
Current assets 27,335,270 24,414,242 2,921,028 11.96%
Non-current assets 59,893,078 57,622,248 2,270,830 3.94%
Totalassets 87,228,348 82,036,490 5,191,858 6.33%
Currentliabilities 27,092,385 23,911,787 3,180,598 13.30%
Non-currentliabilities 30,500,102 27,880,724 2,619,378 9.39%
Total liabilities 57,592,487 51,792,511 5,799,976 11.20%
Total equity attributable to
shareholders of the parent
company
27,841,691 27,537,651 304,040 1.10%
Non-controllinginterests 1,794,170 2,706,328 -912,158 -33.70%
Totalequity 29,635,861 30,243,979 -608,118 2.01%
Total liabilities and equity 87,228,348 82,036,490 5,191,858 6.33%
Analysis of percentage of change:
1. Decrease in non-controlling interests: Mainly due to purchase from associates the subsidiaries
shares, including Kuo Chang Enterprise Co., Ltd, United Brightening Development Corp., and
TYCOONS STEEL INTERNATION CO., LTD.
  1. Decrease in non-controlling interests: Mainly due to purchase from associates the subsidiaries shares, including Kuo Chang Enterprise Co., Ltd, United Brightening Development Corp., and TYCOONS STEEL INTERNATION CO., LTD.

416

II. Financial Performance

1. Comparative analysis of financial performance

Unit: in NT$ thousands

Year
Item

2017
2016 Increases
(decreases)
Change
ratio%
Netoperatingrevenue 71,158,662 52,847,410 18,311,252
34.65%
Operating costs 64,859,279 45,641,051 19,218,228 42.11%
Gross profit(loss) 6,299,383 7,206,359 -906,976 -12.59%
Operating expenses 4,088,009 3,362,322 725,687 21.58%
Operatingincome (loss) 2,211,374 3,844,037 -1,632,663 -42.47%
Non-operating income and
expenses
-406,009 -471,965 65,965 13.97%
Net income (loss) before
tax
1,805,365 3,372,072 -1,566,707 -46.46%
Incometaxexpense (gains) 460,055 993,527 -533,472
-53.69%
Net income (loss) 1,345,310 2,378,545 -1,033,235 -43.44%
Other comprehensive
income (loss),net
-504,626 -904,716 400,070 44.22%
Total comprehensive
income (loss)
840,684 1,473,829 -633,145 -42.96%
Analysis of change in ratios:
1. Increase in operating revenue and operating costs: Benefited from China’s noticeable
supply-side reforms, the price of steel becomes stable, prompting a growth in sales
volumes and sales price. Added by new production lines launched by Yieh Phui (China)
Technomaterial Co., Ltd., the operating performance sees a brilliant improvement.
Therefore, both operating revenue and operating costs increase.
2. Increase in operating expense: The anti-dumping duty for galvanized steel products
selling from Taiwan to U.S. is 3.77%, which later be raised to 10.34% by the end of July
2016, pushing up the costs to export, thereby bringing up the operating expenses.
3. Decrease in income before tax and net operating profit: China’s de-capacity policy
provides a support for the steel price across the straights, and price for raw materials
soars as compared to a year before. The rise in costs can not be offset on time by
adjusting the selling price, reducing the size of the gross income. In addition, the U.S.
inflicts anti-dumping measures, which further increases the cost to export and
suppresses the room for profits. Therefore, income before tax and net operating income
decrease as compared to the same period a year before.
4. Increase in income tax expense: Mainly due to the decrease in the current profits.
5. Increase in other comprehensive income (loss) - net: Mainly due to increase in foreign
exchange rate, which puts up the exchange differences arising from translation of
foreign financial statements of entities accounted for under equity method.
  1. Increase in operating revenue and operating costs: Benefited from China’s noticeable supply-side reforms, the price of steel becomes stable, prompting a growth in sales volumes and sales price. Added by new production lines launched by Yieh Phui (China) Technomaterial Co., Ltd., the operating performance sees a brilliant improvement. Therefore, both operating revenue and operating costs increase.

  2. Increase in operating expense: The anti-dumping duty for galvanized steel products selling from Taiwan to U.S. is 3.77%, which later be raised to 10.34% by the end of July 2016, pushing up the costs to export, thereby bringing up the operating expenses.

  3. Decrease in income before tax and net operating profit: China’s de-capacity policy provides a support for the steel price across the straights, and price for raw materials soars as compared to a year before. The rise in costs can not be offset on time by adjusting the selling price, reducing the size of the gross income. In addition, the U.S. inflicts anti-dumping measures, which further increases the cost to export and suppresses the room for profits. Therefore, income before tax and net operating income decrease as compared to the same period a year before.

  4. Increase in other comprehensive income (loss) - net: Mainly due to increase in foreign exchange rate, which puts up the exchange differences arising from translation of foreign financial statements of entities accounted for under equity method.

  5. Explanation of significant changes in gross margin of main product type or department type in

417

the last two years

(1) Changes in gross margin percentage of the last two years

Unit: in NT$ thousands

Year
2016

2016

2016
2017 2017 2017
Product
Category
Operating
revenue
Gross Profit Gross
Margin
Percentage
Operating
revenue
Gross Profit Gross
Margin
Percentage
Change
Galvanized
steelcoil
23,734,000.56
3,305,754.05

13.93%
29,927,132.04
2,956,310.39

9.88%
-29.08%
Coated steel
coil
15,522,696.26
3,165,130.79

20.39%
15,704,883.64
2,311,962.36

14.72%
-27.80%
Steel pipe 1,936,405.96
170,037.49

8.78%
2,922,071.06
287,737.95

9.85%
12.14%
Wire 7,372,381.00
58,362.00

0.79%
8,081,415.00
178,101.00

2.20%
178.39%
Others 4,281,926.22
507,074.67

11.84%
14,523,159.27
565,270.30

3.89%
-67.13%
Total 52,847,410.00
7,206,359.00

13.64%
71,158,661.00
6,299,382.00

8.85%
-35.08%

Details of main products with 20% change in gross margin between 2016 and 2017:

Unit: NT$ thousand /ton

Year
2016
2017
Item
Galvanized steel coil Unit Cost 17.021
20.813
UnitPrice 19.775 23.095
Sales Volume 1,200,204
1,295,836
Coated steel coil Unit Cost 21.385 25.417
UnitPrice 26.862
29.805
Sales Volume 577,859
526,921
Wire Unit Cost 22.260 20.034
UnitPrice 22.437 20.485
Sales Volume 328,575
394,502
Others Unit Cost 11.863 15.232
UnitPrice 13.456 15.849
Sales Volume 318,211
916,363

Unit: in NT$ thousands

Main Products Analysis Items 2016-2017
Galvanized steel coil 1. Variance analysis of
operating revenue
(Q’-Q)×P 1,891,111
(P’-P)×Q 3,984,535
(P’-P)×(Q’-Q) 317,485
P’Q’-PQ 6,193,131
2. Variance analysis of
operating cost
(Q’-Q)×P 1,627,711

418

(P’-P)×Q 4,552,151
(P’-P)×(Q’-Q) 362,713
P’Q’-PQ 6,542,575
3. Gross profit change (349,444)
Coated steel coil 1. Variance analysis of
operating revenue
(Q’-Q)×P (1,368,326)
(P’-P)×Q 1,700,404
(P’-P)×(Q’-Q) (149,891)
P’Q’-PQ 182,187
2. Variance analysis of
operating cost
(Q’-Q)×P (1,089,319)
(P’-P)×Q 2,330,071
(P’-P)×(Q’-Q) (205,396)
P’Q’-PQ 1,035,356
3. Gross profit change (853,168)
Wire 1. Variance analysis of
operatingrevenue
(Q’-Q)×P 1,479,232
(P’-P)×Q (641,487)
(P’-P)×(Q’-Q) (128,711)
P’Q’-PQ 709,034
2. Variance analysis of
operating cost
(Q’-Q)×P 1,467,522
(P’-P)×Q (731,462)
(P’-P)×(Q’-Q) (146,764)
P’Q’-PQ 589,295
3. Gross profit change 119,739
Others 1. Variance analysis of
operatingrevenue
(Q’-Q)×P 8,048,901
(P’-P)×Q 761,296
(P’-P)×(Q’-Q) 1,431,037
P’Q’-PQ 10,241,233
2. Variance analysis of
operating cost
(Q’-Q)×P 7,095,733
(P’-P)×Q 1,072,078
(P’-P)×(Q’-Q) 2,015,226
P’Q’-PQ 10,183,037
3. Gross profit change 58,196

Note: P’Q’ : Recent years' unit price, quantity P Q: Previous year's unit price, quantity

419

Reasons for difference in price and volume:

  • I. Galvanized steel coil:

2017's unit price of galvanized steel coil products increases compared to 2016, generating favorable sales price variance of NT$ 3,984,535 thousand. Unit cost in 2017 increases, generating an unfavorable cost differentials of NT$ 4,552,151 thousand. Since increase in unit cost is greater than increase in unit price, along with increase in sales volume, the 2017 gross operating margin for galvanized steel coils decreases by NT$ 349,444 thousand as compared to a year before.

  • II. Coated steel coil:

2017's unit price of coated steel coil products increases compared to 2016, generating favorable sales price variance of NT$ 1,700,404 thousand. Unit cost in 2017 increases, generating an unfavorable cost differentials of NT$ 2,330,071 thousand. Since increase in unit cost is greater than increase in unit price, along with increase in sales volume, the 2017 gross operating profit for coated steel coils decreases by NT$ 853,168 thousand as compared to a year before.

III. Wire:

2017 wire products' unit selling price drops compared to 2016, generating unfavorable sales price variance of NT$ 641,487 thousand. Unit cost in 2017 decreases, generating a favorable cost differentials of NT$ 731,462 thousand. Since decrease in unit cost is greater than decrease in unit price, the 2017 gross operating profit for wires increases by NT$ 119,739 thousand as compared to a year before.

IV. Others:

2017's unit price of other products increases compared to 2016, generating favorable sales price variance of NT$ 761,296 thousand. Unit cost in 2017 increases, generating an unfavorable cost differentials of NT$ 1,072,078 thousand. Since increase in unit cost is greater than increase in unit price, along with increase in sales volume, the 2017 gross operating profits for other products increase by NT$ 58,196 thousand as compared to a year before.

  1. Expected sales volume and basis 2018 Expected Sales Volume
2018 Expected Sales Volume
Main Products Quantity (tons)
Rolled steel coil 571,980
Galvanized steel coil 1,296,307
Coated steel coil 564,448
Steel structure engineering 36,000
Bridge crane (number) 48
Wire 305,700
Stainless steel 81,300
Steel pipe 158,500
Others 192,414

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With the 2018 production capacity planning by the sales departments of each company in assessing production volume and product sales, the projected 2018 sales volume by main product types are as follows:

Pickled steel coil: Majority of the pickled steel coil manufactured is put into the production line. Rolled steel coil: Majority of the rolled steel coil manufactured is put into the production line. Besides 571,980 tons estimated for sales, majority of the remaining steel coil is put into production line. Galvanized steel coil: Due to the increase in international iron and steel price and increase in steel demand, the estimated sales volume is approximately 1,296,307 tons.

Coated steel coil Due to the increase in international iron and steel price and increase in steel demand, the estimated sales volume is approximately 564,448 tons.

Wire: Due to the increase in international iron and steel price and increase in steel demand, the estimated sales volume is approximately 305,700 tons.

Steel Pipes: Due to the increase in international iron and steel price and increase in steel demand, the estimated sales volume is approximately 158,500 tons.

Others: Mainly include steel structure, steel plate, stainless steel, scrap and by-products.

III.Cash Flow:

Analysis of changes in cash flow for the past year, improvement plans for liquidity shortage, and cash liquidity analysis for the next year

  1. Analysis of changes in cash flow for the past year, improvement plans for liquidity shortage in 2017
Year
Item

2017
2016 Percentage of
change
Cash flow ratio 0% 14.14% -100.00%
Cash flow adequacyratio 32.72% 44.44% -26.37%
Cash re-investment ratio 0% 4.14% -100.00%
Mainly due to decrease in annual profits, the three indicators, namely, cash flow ratio,
cash flow adequacy ratio, and cash flow reinvestment ratio, also
decease correspondingly
As compared to thepreviousperiod.

2017 Unit : in NT$ thousands

Beginning cash
balance
Balance
Net operating
cash flow for the
year
Annual Cash
Inflow/Outflo
w
Cash surplus
(Inadequacy
)
Remedial measures
forcash inadequacy
Remedial measures
forcash inadequacy
Investmen
tplans
Financial
plans
8,133,181 (1,462,060) 1,033,304 7,704,425

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  1. Analysis of current year's cash flow change:

    • (1) Operating activities: Due to decrease in income before tax by NT$ 1,566,707 thousand as compared to the previous period, increase in inventory by NT$ 1,744,327 thousand, increase in prepayments by NT$ 860,320 thousand, a net operating cash outflow occurs.

    • (2) Investment activities: Net cash outflow of NT$ 4,271,137 thousand, mainly due to equity investment increase of NT$ 585,976 thousand and purchase of property, plant and equipment of NT$ 3,428,503 thousand, increase of other financial assets of NT$ 191,567 thousand, resulting in current investment activities generating net cash outflow.

    • (3) Financing activities: The net cash inflow of NT$5,384,206 thousand is a result of increase in short-term loans of NT$ 5,311,016 thousand.

  2. Remedial measures for cash inadequacy: None.

  3. Cash liquidity analysis for the following year

Cash liquidity analysis for the following year Cash liquidity analysis for the following year Cash liquidity analysis for the following year Cash liquidity analysis for the following year Cash liquidity analysis for the following year Cash liquidity analysis for the following year
Unit: In Thousands of New Taiwan Dollars
Beginning cash
balance (1)
Expected net
operating cash flow
for the year (2).
Net investment
and financing cash
flows (3)
Expected cash
surplus
(inadequacy)
(1)+(2)-(3)
Remedial measures
for expected cash
inadequacy
Invest
ment
plans
Financing
plans
7,704,425
3,351,418
(4,310,466)
6,745,377
-
-
Beginning cash
balance (1)
Expected net
operating cash flow
for the year (2).

Net investment
and financing cash
flows (3)

Expected cash
surplus
(inadequacy)
(1)+(2)-(3)
Remedial measures
for expected cash
inadequacy
Invest
ment
plans
Financing
plans
7,704,425 3,351,418 (4,310,466) 6,745,377 - -
  • (1) Analysis of next year's cash flow changes:

  • Operating activities: As global iron and steel industry continue to see a stable operating growth,

current period's operating activities is expected to generate a net cash inflow.

  • Investment activities: Net cash outflows mainly due to extension and engagement in new constructions

  • Financing activities: Net cash inflows due to distribution of cash dividends and increase in bank loans.

  • (2) Remedial measures for expected cash inadequacy: None

IV.Major Capital Expenditures in the Last Fiscal Year and Their Impact on the Company's Financial Affairs: None

V. Investment Policies for the Last Fiscal Year, the Main Reasons for the Profits or Losses Generated thereby, Improvement Plans, and Investment Plans for the Coming Year.

  1. Investment policies for last year:

  2. For long-term business development considerations, besides maintaining our market advantage in our core business, carbon steel, and maintain profitability, we also branch into stainless steel domain,

422

increasing diversified income by adopting a diversified investment strategy.

  1. Main reasons for profit or loss in investments, and its improvement plans:

  2. (1) TYCOONS STEEL INTERNATIONAL CO., LTD 及 CHAMPION LOGISTIC INC : Main reasons for 2017 profit:

The Group entered into a factoring contract regarding operating assets of its subsidiary, Guang Lian Steel (Vietnam) Co., Ltd., with Hoa Phat Steel in the Rong-guo Industrial Park. The total amount of such contract was VND 255,290,917 thousand (NT$ 345,524 thousand). As the aforesaid property, plant and equipment were fully recognized as impairment loss, the book values of which were NT$ 0. As a result, the gain from disposal was NT$ 345,524 thousand.

  • (2) Tangeng Iron Works Co., Ltd.

Main reasons for 2017 profit:

The stainless-steel industry in 2017 experienced oversupply, and a volatile and competitive environment. Especially during the second half the year, when soaring material prices pushed up production costs and selling prices were late to respond, the net income for the year saw a shrink. Nonetheless, in exercising the Company’s strategies and raising the productivity by employees, sales volume and revenue posed a growth as compared to last year, which further improved the inventory turnover ratio and equipment utilization rate, thereby lowering the production costs and gaining profits for two consecutive years.

  • (3) Yieh United Co., Ltd.

Main reasons for 2017 profit:

China’s de-capacity policy in its steel industry gradually eliminated excessive capacity. Last year, nickel price increased by US$ 800 per ton as compared to the previous year. Unit price of steel products also averaged higher than its previous period. Along with the fact that annual exchange gains performed better than previous period, revenue and profits soared, consolidating a basis for profits. In addition, its implementation of policy respecting 6 dimension, namely, “Better the better, create benefits”, “Optimization of process, loss prevention, quickest and best, innovation, teamwork”, had formed several optimization projects as the profit center for management. Efficiency at the departmental level was achieved, and the overall value of the company was created, turning profits for two years in a row.

  • (4) Yieh Hsing Enterprise Co., Ltd.

Main reasons for 2017 loss:

Affected by the supply side environment, the stainless steel market and commodity market saw a rise in the 2 half of 2017. In the first half, the downstream industry and the market had no intention to fill their stocks but to de-stock, plunging the prices and filling the inventory of steel mills. In the second half of 2017, when the inventory was at a lower point, demands for filling stocks rose, bringing about a growth both in terms of price and in volume. Despite the price

423

recovery of nickel is likely to attract procurement demands, the changes in the price is rather volatile, and the demands for nickel are rather de-linked with industrial demands. Fueled by the fierce appreciation of NT dollars, it’s rather difficult to win orders. Yieh Hsing is taking serious consideration as how to expand its market to lower costs, and to achieve a surplus. Improvement plans:

  1. Continue to reduce carbon steel raw material cost and expand steel billet's source of material.

  2. Actively expand stainless steel wire coil channel and expand market share.

  3. Continue to enhance product research and development and sales.

  4. Energy saving, carries out cost reduction program. Our company will continue to conduct new product research and development. Besides developing high value-added products, it also branches into different industries, by investing in E-DA Asia Plaza development project, achieving the highest profitability by using the company's asset, creating new opportunities for transformation.

  5. Investment plans for next year:

In line with the Company’s diversification management policy, the Company will keep investing in the stainless-steel industry, whereas Yieh Hsing Enterprise Co., Ltd., the subsidiary, will be investing in tourism, recreation, and relevant industries.

VI.Risk Analysis and Review:

  • (I) Impact on the company's consolidated profit and loss due to changes in interest rate, exchange rates, and inflation, as well as the future countermeasures:

  • Impact of 2017 interest income and exchange rate changes on the Company:

Unit: NT$ thousand

Unit: NT$ thousand
Item Account 2017 Amount/
Percentage of
Impact
Future response measures
Interest
Rate
Interest
income
(expense)
(1,120,195) Fed raised its policy rate by 0.25% at the end of 2016 and
hiked its policy rare for 3 times in 2017. Although
Taiwan’s central bank did not peg to the U.S. rate hike,
the correlation between USD and RMB puts up the
annual interest expenses of the Company, which still lies
within 2% of total revenue. Looking forward to changes
in domestic and overseas' main funding currency interest
rate levels in 2017, the Company shall pay close attention
to the movement of capital market's interest rate, and
maintain strict monitoring of interest expense.
Percentage of
Revenue (%)

1.574%
Exchange
rate
Exchange
gain(loss)
28,795 Besides adopting natural hedging and swap transaction,
the Company will also make adjustment by selling when
foreign currency exchange rate increases.
Percentage of
Revenue (%)

0.04%
Operating
revenue
71,158,662

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  1. Our Company's products are widely used as intermediate materials for plants, residential door plank and home appliances. In the future, it will expand to automobile steel plate, and will be affected by the economy. Hence, it will add service elements in its existing management activities to promote YPS (Yieh Phui Production Services System) activities, in the aim to increase work quality, continue zero-waste operations, and reduce cost, to reduce the impact to the Company due to inflation.

(II) The policies to engage in high-risk, high-leverage investments, lending funds to others, endorsements and guarantees, and the transactions of derivative products, the main reasons for profits and losses, and the future countermeasures:

The Company does not invest in high risk and highly leveraged investments. Endorsements and guarantees shall be carried out in accordance with the Company's Operating Procedures for Loaning of Funds and Making of Endorsements and Guarantees. Derivative product transactions shall comprise mainly of exchange rate and interest hedging products. Hence, there is no material gain or loss. In the future, the Company will continue to carry out prudent assessment, and avoid investments and transactions with excessive risks.

(III)Future research and development plans and projected R&D investment amount:

With the rise in health awareness, consumers not only expect steel materials to comply with environmental protection requirements. In 2008, Yieh Phui invested in the R&D of reducing the contact between human and bacteria, thereby improving the anti-bacterial steel for healthy environment, which were well received by consumers. At present, Yieh Phui Enterprise's Anti-bacteria, healthy eco-friendly steel plate is fully used on the air-conditioning and duct system of National Cheng Kung University's Yun-Suan Sun Green Building Research Center (also known as The Magic School of Green Technologies). The university is the first in the world to have a 100% green building, and is also Taiwan's first zero-carbon emission building. This innovative building with the characteristics of green energy, was awarded EEWH's highest Diamond Grade Building Label by the Ministry of the Interior in April 2011. In May the same year, it was again awarded U.S. Green Building Council LEED's highest Platinum Grade Building Label. As at 2015 Q1, Yieh Phui once again developed a nano-grade environmental friendly, fingerprint resistant steel plate that passed the certification by the Industrial Development Bureau, Ministry of Economic Affairs, and was awarded Nano Label, setting a new milestone in innovative research and development.

Pertaining to the above, Yieh Phui has continued its current successful research and development model, and cooperates with suppliers of surface treatment and coating materials to develop new products, and integrates with the supply chain's sales system such as dealers or molding plants, to maximize the products' benefits. In 2014, the Company plans to once again cooperate with hot-rolling and cold-rolling suppliers to develop high forming and high tensile strength steel for structural building materials and steel plate for automotive molding. Also, it will develop low cost processing products that conform to Australia's G450 and Japan's STK 700 specifications, and rose metallic paint, wood grain and marble grain coated steel plate, to be used on home appliances or indoor purposes, creating greater added value for the Company. Also, in response to the concept of global village, EU has implemented directives, RoHS and WEEE, in 2006, which emphasize that electronic and electrical appliances are to comply with

425

the requirements of product, environmentally friendly processing and recycle and reuse. It has also received response and attention from governments and industries throughout the world. At that time, as Yieh Phui has completed the research and development of eco-friendly products and processes, it received large amount and long-term orders from home appliance brands. In June 2007, the Company obtained the IECQ QC080000 certification to ensure safer and more efficient product quality assurance and management, and to boost customers confidence in the value of our products.

In the past two years, E.U. launch another two directives in 2 phases, in which building materials such as plated and coated products are required to be surface treated without using any chromium or hexavalent chromium, while maintaining their product characteristics; the Company successfully developed its outdoor environmental friendly plated and coated products as early as May 2017, which allowed itself to switch its building material products seamlessly to environmental friendly products, and once again produced outstanding performance in promotion and sales.

This year's research and development projects are expected to be completed by Q4 2018, with an estimated investment amount of around NT$ 95,200 thousand. Upon successful research and development, it will provide more complete product portfolio of environmentally friendly home appliances and building materials. Also, with the promotion and production of high quality and usage products, it would be able to generate higher profit.

  • (IV)The impact of changes of important domestic and foreign policies and laws on the Company’s finance and business, and the countermeasures: None

(V) The impact of changes in technologies and industries on the Company’s finance and business, and the countermeasures:

Our Company's products are traditional iron and steel products. With more than 50 years of technological development, our technologies are considerably stable, and we do not see major changes. Hence, technology and industry changes do not have significant impact on the Company's products.

(VI)The impacts of changes of corporate image on the company's crisis management and the countermeasures:

In line with the vision of Becoming world's best iron and steel manufacturing and service enterprise by 2018, the Company set annual targets to be participated and executed by all staffs in a top-down approach. Trainings and counseling are also improved to enhance corporate image.

(VII) Anticipated benefits of mergers and possible risks: None

(VIII) Anticipated benefits and possible risks of plant expansion:

Our Company's China subsidiary, Yieh Phui (China) Technomaterial Co., Ltd., is expanding its plant in Changshu Economic Development Zone, to achieve an annual capacity of 620,000 tons of galvanized steel roll, and 420,000 tons of color coated steel roll. It is estimated that with the mass production in the future, besides increasing the sale of steel plate for motor cars, it can also provide more comprehensive color steel roll products, thereby increasing revenue. However, there is still a potential threat of demand reduction of iron and steel from the world and China due to economic slowdown.

(IX)Risks due to concentrated procurement and sales, and the countermeasures:

Besides choosing suppliers that we have long-term cooperation and good relationship with to be our raw materials supplier, we also maintain good relationship with potential suppliers, so as to ensure stable supply of materials, high production yield, and higher advantage over competitors in terms of

426

long-term cost.

Our products are sold to countries all over the world, and we choose the largest local dealers and customers, with the strongest sales capabilities, establishing high market diversification. Also, our Company carries products with all dimensions, which gives the Company excellent market transfer capability in response to the constantly changing sales market.

(X) The impact on the Company, and risks arising from major exchange or transfer of shares by directors, supervisors or major shareholders with over 10% of shareholdings, and the countermeasures:

The Company's directors, supervisor and major shareholders with more than 10% shareholding, due to their high shareholding and low movement, pose no risk of significant equity transfer or change.

  • (XI) The impact on the Company, and risk due to changes in managerial authority, and the countermeasures: None

  • (XII) For any litigious or non-litigious matters, the company and company's directors, supervisors, general managers, person with actual responsibility in the company, and major shareholders holding more than 10% of the company's shares, shall be disclosed. If there has been any substantial impact upon shareholders' equity or prices for the company's securities as a result of any litigation, non-litigious proceeding, or administrative dispute involving the company that was finalized or remained pending during the most recent 2 fiscal years or during the current fiscal year up to the printing date of the annual report, the report shall disclose the facts in dispute, amount in dispute, commencement date, main parties involved, and current status of the case as at the date of printing of the report: None.

  • (XIII) Other material risks and countermeasures: None

VII.Other Important Issues: None

427

Chapter 8 Special Items

I. Affiliation Information:

  1. Related companies:

  2. (I) Consolidated Operating Report of Affiliates

    • (1) Organization chart of related companies: December 31, 2017

==> picture [1060 x 537] intentionally omitted <==

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

Yieh Phui Enterprise Co., Ltd.
100% 100% 100% 100% 100% 86.99% 77.54% 100% 56.43% 100% 97.44% 95.56% 49% 28.27% 99.04% 80% 100% 80%
HSING JUI Sin Bang Yieh Phui GOOD Gen-Wan EMMT Shin Phui Steel Yieh Hsing Enterprise WORTHING HONOR United Brightening 1% Da Yao Engineering & Kuo Chang Enterprise Hong Yuh Assets Shin Yang Steel Co., LIAN SO (H.K) CO.,
INVESTMEN Investment & (Hong Kong) HONOR Technology Systems Corporatio Co., Ltd. HOLDINGS Development Consulting Co., Ltd. Management Ltd. LIMITED
TS LIMITED Development Holdings HOLDINGS Corp. Corporation n LTD Corp. Co., Ltd. Co., Ltd
Co., Ltd. Limited LTD.
2.56%
42.53%
100% 7.48% 10% 90%
CHAMPION 0.58% TYCOONS STEEL
PT. YIEH FERRO
91.47% LOGISTIC INTERNATIONAL CO.,
49.97 INC. LTD. INDONESIA
GOLDEN Yieh Phui (China) APPLIED WIRELESS (YFI)
Groupco 100
DEVELOPMENTS Technomaterial IDENTIFICATIONS
Technology
INGS LTD. Co., Ltd. GROUP INC. 100%
Chao Ying 100% PT. E-UNITED FERRO
Investment
INDONESIA
100% Development Co.,
Ltd. (EFI)
Guang Lian Steel (Viet
100% 100% AWID Asia Co., Ltd. 100% 100% Nam) Co., Ltd
75%
Tianjin Lianfa Changshou ChangHuei Kingsgarden International Great Emperor Hotel CO., 65.38% PT. GENBA INDO
Precision Trading CO., LTD. LTD. RESOURCES
Steel Co. 100% 100%
(GIR)
Corporatio
n AWID Sanghai AWID
Co., Ltd. Changshou Co.,
Ltd.
70%
Yi Hua
International
Co., Ltd
----- End of picture text -----

428

(2) Basic information of each affiliated company

Data date: December 31, 2017; Unit: NT$ 1000 (exchange rate for US$:29.76) (exchange rate for RMB: 4.5729) (exchange rate for IDR: 0.0022)

Company Name Date of
Incorporation
Address Paid-in Capital Main
businesses
Yieh Phui Enterprise Co., Ltd. 1978/04/14 No. 369, Yuliao Road, Qiaotou District, Kaohsiung
City
NT$17,180,906 Galvanized,
coated steelcoil
WORTHING HONOR HOLDINGS LTD 1995/07/24 Tropic Isle Building P.O.BOX 438, Road Town,
TortolaB.V.I.
US$ 100 Investment
GOOD HONOR HOLDINGS LTD. 1995/12/04 Tropic Isle Building P.O.BOX 438, Road Town,
Tortola B.V.I.
US$ 46 Investment
Shin Phui Steel Co., Ltd.: 1990/06/25 1st Floor, No.25, Lane 175, Daren Road, Taishang
Village, Gangshan District,Kaohsiung City
NT$ 312,464 Trading of steel
products
Yieh Phui (Hong Kong) Holdings Limited 2010/06/10 20th Floor, Tesbury Centre, 28 Queen's Road, Hong
Kong
US$ 233,500 Investment
Yieh Phui (China) Technomaterial Co., Ltd. 2002/01/28 No.1, Yehui Road, Riverside Industrial Park,
Changshu City, JiangsuProvince, China
RMB$1,689,322 Galvanized,
coated steelcoil
Gen-Wan Technology Corp 2000/05/01 No. 366, Zhongcheng Street, Gangshan Village,
GangshangDistrict,Kaohsiung City
NT$ 28,133 Telecommunica
tion
EMMT Systems Corporation 1988/10/04 No. 16-1, South 2nd Road, Taichung Export
Processing Zone, Tanzi District, Taichung City
NT$ 369,497 Manufacture of
military
standard printed
circuit
boards
and
module
boards
Groupco Technology Inc. 2006/09/05 1st Floor, No. 100, Shengli 3rd Street, Ganzhe Village,
Tanzi Village, Taichung City
NT$ 90,050 Wholesale
of
telecommunicat
ions equipment
and
electronic
materials
APPLIED WIRELESS INDENTIFICATION
GROUP,INC.

1997/07/09
Gorporation Trust Center, 1209 Orange Street,
Wilmington, Delaware, USA
US$ 441 RFID
technology
product
AWID Asia Co.,Ltd. 2008/07/15 3rd Floor,No.9,Section 1,XuechengRoad,Dashu NT$ 30,300 Wholesale
of

429

Company Name Date of
Incorporation
Address Paid-in Capital Main
businesses
District, Kaohsiung City telecommunicat
ions equipment
and
electronic
materials
AWID Sanghai Co., Ltd. 2011/01/26 Room 706, Rongke Building, No.443, Dapu Road,
Luwan District, Shanghai City
RMB$ 4,47
2
Wholesale
of
telecommunicat
ions equipment
and
electronic
materials
AWID Changshou Co., Ltd. 2016/6/28 No.1, Yehui Road, Riverside Industrial Park,
Changshu City, Jiangsu Province, China
US$ 300 Wholesale
of
telecommunicat
ions equipment
and
electronic
materials
Yieh Hsing Enterprise Co., Ltd. 1978/07/18 No. 369, Baomi Road, Baimi Village, Gangshan
District, Kaohsiung City
NT$ 5,306,516 Production and
sales of steel
pipe, steel coil
products, wire
Great Emperor Hotel CO., LTD. 2011/11/24 2nd Floor, No.111, Minghua 1st Road, Zuoying
District,Kaohsiung City
NT$ 2,100,000 Hotel Industry,
etc.
Kingsgarden International Co., Ltd. 2011/11/24 2nd Floor, No.111, Minghua 1st Road, Zuoying
District, Kaohsiung City
NT$ 2,150,000 Departmental
stores,
supermarkets,
etc.
Shin Yang Steel Co., Ltd. 2011/02/15 No.297, Yuliao Road, Qiaotou District, Kaohsiung
City
NT$ 870,000 Black
steel
pipe,
galvanized steel
pipe, EMT steel
pipe,
rectangular
tube,
API
casing,
pipeline, etc.

430

Company Name Date of
Incorporation
Address Paid-in Capital Main
businesses
GOLDEN DEVELOPMENTS HOLDINGS
LTD.
2012/05/02 Kingston Chambers,P.O.Box 217,Road
Town,Tortola,British Virgin Islands
RMB$ 62
9
Investment
CHAMPION LOGISTIC INC. 2002/02/08 Offshore Chambers,P.O.Box 217,Apia,Samoa US$ 58,500 Investment
TYCOONS STEEL INTERNATIONAL
CO.,LTD.
2006/01/04 Scotia Centre,4Th Floor,P.O.Box 2804,George
Town,Grand Cayman,Cayman Islands.
US$ 52,000 Investment
GUANG LIAN STEEL (VIET NAM) CO.,
LTD
2006/09/08 Dung Quat Economic Zone,Quang Ngai,Vietnam US$ 44,000 Manufacture
and sale of iron
and
steel
products
and
by-products
HSING JUI INVESTMENT LIMITED 2003/01/06 Offshore Chambers,P.O.Box 217,Apia,Samoa. US$ 5 Investment
Tianjin Lianfa Precision Steel Corporation 2006/07/20 No.125, Zhongnan 6th Street, West Zone, Tianjin
Economic-Technological Development Area,
RMB$ 143,43
8
Steel
manufacturing,
processing,
sale, etc.
Changshou ChangHuei Trading Co. 2014/08/15 No.1, Yehui Road, Riverside Industrial Park,
Changshu City, Jiangsu Province, China
(RMB 10,000) Wholesale and
import
and
export, etc. of
various
fabricated metal
products
Sin Bang Investment & Development Co.,
Ltd.
2001/05/10 2nd Floor, No.9, Section 1, Xuecheng Road, Dashu
District,Kaohsiung City
NT$ 223,125 Investment
Hong Yuh Assets Management Co.,Ltd. 2007/01/10 2nd Floor, No.9, Section 1, Xuecheng Road, Dashu
District, Kaohsiung City
NT$ 1,000,000 Wholesale and
real
estate
related
management
consultancy
United Brightening Development Corp. 2002/10/01 2nd Floor, No.9, Section 1, Xuecheng Road, Dashu
District, Kaohsiung City
NT$ 1,515,868 Technical
consultation for
steel
products
manufacturing
Kuo Chang Enterprise Co., Ltd. 2003/07/01 1st Floor, No.62-1, Renai Road, Luzhu District,
Kaohsiung City
NT$ 976,771 Wholesaling of
hardware

431

Company Name Date of
Incorporation
Address Paid-in Capital Main
businesses
Chao Ying Investment Development Co.,
Ltd.
2001/05/11 2nd Floor, No.9, Section 1, Xuecheng Road, Dashu
District,Kaohsiung City
NT$ 304,000 Investment
Da Yao Engineering Consultation Co., Ltd. 2008/01/23 2nd Floor, No.9, Section 1, Xuecheng Road, Dashu
District,Kaohsiung City
NT$ 20,000 Management
service
PT. E-UNITED FERRO INDONESIA 2014/09/18 Perwata Tower, Lt. 2 Suite DEF Jl. Pluit Selatan Raya,
Kav. 1, Kel. Penjaringan, Kec. Penjaringan, Jakarta
Utara 14440
US$ 2,500 Metal
manufacturing
industry
PT. E-UNITED FERRO INDONESIA 2016/3/17 Perwata Tower, Lt. 2 Suite DEF Jl. Pluit Selatan Raya,
Kav. 1, Kel. Penjaringan, Kec. Penjaringan, Jakarta
Utara 14440
US$ 500 Metal
manufacturing
industry
LIAN SO(H.K)CO., LIMITED 2015/01/16 20th Floor, Tesbury Centre, 28 Queen's Road, Hong
Kong
US$ 12,700 Investment
I-Hwa International Co., Ltd. 2015/10/05 3rd Floor, No.5, Section 1, Xuecheng Road, Dashu
District, Kaohsiung City
NT$ 6,000 Leasing, selling
and
development of
residential and
commercial
buildings
PT. GENBA INDO RESOURCES 2006/03/13 RUKO ELANG LAUT BOULEVARD BLOK B2 No.
19 Pantai Indah Kapuk RT/RW, 003/003 Kel. KAMAL
MUARA Kec. PENJARINGAN KOTA JAKARTA
UTARA

IDR$5,075,000
Nickle mining

Note: 1. All affiliated companies, regardless of its scale, shall be disclosed.

Note: 2. If the affiliated company has plant, and the sales value of the plant's products exceeds 10% of the controlling company's operating revenue, the plant's name, date of incorporation, address and the main product items manufactured by the plant shall be stated.

Note: 3. If the affiliated company is a foreign company, the company name and address shall be stated in English, the date of incorporation indicated in Gregorian format, and paid-up capital indicated in foreign currency (the exchange rate on the date of report shall be stated).

(3) Companies presumed to have a relationship of control and subordination according to Article 369-3 of the Company Act: None

432

  • (4) The industries that are covered by the affiliated companies, and their distribution of work if the businesses of affiliate companies are interconnected with others:

  • A 、 The main operating businesses of all affiliated companies are plated steel products manufacturing, steel products trading, steel products cutting and slitting, manufacture of black steel pipe, galvanized steel pipe, EMT steel pipe, rectangular tube, API casing and pipeline, etc., investment, hotel industry and departmental stores, supermarkets, nickel iron manufacturing, etc.

  • (Base Date: December 31, 2017)

Industry Name of affiliated company Business relationship with other affiliated
companies
Investment holding
company
Yieh Phui(HongKong)Holdings Limited Holding company of Yieh Phui (China)
TYCOONS STEEL INTERNATIONAL CO.,
LTD.
Holding company of Guang Lian
Sin Bang Investment & Development Co.,
Ltd.
Invested enterprise of Yieh Phui
HSING JUI INVESTMENT LIMITED Invested enterprise of Yieh Phui
Chao Ying Investment Development Co., Ltd. Investment of United Brightening
Development Corp.
HongYuh Assets Management Co.,Ltd. Invested enterprise of Yieh Phui
United BrighteningDevelopment Corp. Holding company ofChaoYing
LIAN SO(H.K)CO.,LIMITED Invested enterprise of Yieh Phui
Overseas investee WORTHING HONOR HOLDINGS LTD Invested enterprise of Yieh Phui
CHAMPION LOGISTIC INC. Invested enterprise of Yieh Phui
Golden Developments Holdings Ltd. Invested enterprise of Yieh Phui
GOOD HONOR HOLDINGS LTD. Invested enterprise of Yieh Phui
Iron and steel
industry
Yieh Phui(China)Technomaterial Co.,Ltd. Investment of Yieh Phui(HongKong)
Shin Phui Steel Co.,Ltd.: Sale of someproducts of Yieh Phui
Yieh HsingEnterprise Co.,Ltd. Invested enterprise of Yieh Phui
Shin YangSteel Co.,Ltd. Invested enterprise of Yieh Phui
GUANG LIAN STEEL (VIET NAM) CO.,
LTD
Investment of Tycoons
Tianjin Lianfa Precision Steel Corporation Investment of Yieh Phui(China)
Electronics
industry
Gen-Wan Technology Corp Invested enterprise of Yieh Phui
EMMT Systems Corporation Investment of Gen-Wan Technology
GroupcoTechnologyInc. Investment of EMMTSystems Corporation
APPLIED WIRELESS INDENTIFICATION
GROUP,INC.
Investment of EMMT Systems Corporation
AWID Asia Co., Ltd. Investment of Applied Wireless
Identifications Group, Inc.
AWIDSanghaiCo.,Ltd. Investment of AWID
AWIDChangshou Co.,Ltd. Investment of AWID
Hotel industry Great Emperor Hotel CO.,LTD. Investment of Yieh Hsing

433

Industry Name of affiliated company Business relationship with other affiliated
companies
Departmental
stores,
supermarkets, etc.
Kingsgarden International Co., Ltd. Investment of Yieh Hsing
I-Hwa International Co., Ltd. Investment of Kingsgarden
Management
consulting
Da Yao Engineering Consultation Co., Ltd. Investment of United Brightening
Development Corp.
Trade industry Changshou ChangHuei TradingCo. Investment of Yieh Phui(China)
Kuo ChangEnterprise Co.,Ltd. Invested enterprise of Yieh Phui
Metal
manufacturing
industry
PT. E-UNITED FERRO INDONESIA Investment of HongYuh
PT. E-UNITED FERRO INDONESIA Investment of Lian So (H.K)
Nickle mining PT. GENBA INDO RESOURCES Investment of Hong Yuh
  • (5) The names of the directors, supervisors, and presidents of each affiliated enterprises, and the number of shares they hold or the amount of capital they contributed:

Information of affiliated company's directors, supervisors and presidents as at 31 December 2017

Unit: Shares;% Unit: Shares;%
Company Name Title Name or representative Shareholding (Note2)(Note 3)
Note (1) Shares Share
Holding %
Yieh Phui Enterprise
Co., Ltd.
Chairman Kuo Chiao Investment &
Development Co., Ltd.
Representative:I. S.Lin
58,890,774 3.23%
Director Kuo Chiao Investment &
Development Co., Ltd.
Representative: Ping-Yong Liang
58,890,774 3.23%
Director Kuo Chiao Investment &
Development Co., Ltd.
Representative:Lin-Maw Wu
58,890,774 3.23%
Director Kuo Chiao Investment &
Development Co., Ltd.
Representative: Ching-TsungHuang
58,890,774 3.23%
Independent
Director
Chin-Shu Sun
Independent
Director
Wen-I Chang
Independent
Director
Te-Yuan Yang
Manager Lin-Maw Wu
GOOD HONOR
HOLDINGSLTD.
Chairman Yieh Phui Enterprise Co., Ltd.
Representative:Pi-Hsian Li
46,400
100.00%
WORTHING HONOR
HOLDINGSLTD
Chairman Yieh Phui Enterprise Co., Ltd.
Representative:Pi-Hsian Li
100,000
100.00%
Yieh Phui (Hong Kong)
Holdings Limited
Chairman Yieh Phui Enterprise Co., Ltd.
Representative: Pi-Hsian Li
233,500,000 100.00%

434

Company Name Title Name or representative Shareholding (Note 2)(Note 3) Shareholding (Note 2)(Note 3)
Note (1) Shares Share
Holding %
Shin Phui Steel Co.,
Ltd.:
Chairman Yieh Phui Enterprise Co., Ltd.
Representative: Yung-Hsien Chen
31,246,434
100.00%
Director Yieh Phui Enterprise Co., Ltd.
Representative:I. S.Lin
31,246,434
100.00%
Director Yieh Phui Enterprise Co., Ltd.
Representative:Lin-Maw Wu
31,246,434
100.00%
Supervisor Yieh Phui Enterprise Co., Ltd.
Representative: He-Hsing Lai
31,246,434
100.00%
Shin Yang Steel Co.,
Ltd.
Chairman Yieh Phui Enterprise Co., Ltd.
Representative: Lin-Maw Wu
87,000,000 100.00%
Director Yieh Phui Enterprise Co., Ltd.
Representative: I. S. Lin
87,000,000 100.00%
Director Yieh Phui Enterprise Co., Ltd.
Representative:Yung-HsienChen
87,000,000 100.00%
Supervisor Yieh Phui Enterprise Co., Ltd.
Representative: Ching-TsungHuang
87,000,000 100.00%
Manager Lin-Maw Wu
Hong Yuh Assets
Management Co.,Ltd.
Chairman Yieh United Steel Corporation
Representative:Lin-Maw Wu
80,000,000 80.00%
Director Yieh United Steel Corporation
Representative:Huang-Tsai Ye
13,667,000 13.67%
Director Yieh Phui Enterprise Co., Ltd.
Representative:Yung-HsienChen
80,000,000 80.00%
Supervisor Yieh Mau Corporation
Representative:Tien-ChiChang
6,333,000 6.33%
Supervisor Yieh Mau Corporation
Representative:Hung-Chi, Chang
6,333,000 6.33%
PT. E-UNITED FERRO
INDONESIA
Chairman Pi-Hsian Li
Director Yung-Hsien Chen
Director Tien-Chi Chang
Director Huang-Tsai Ye
Supervisor Chia-ChengLin
Sin Bang Investment &
Development Co., Ltd.
Chairman Yieh Phui Enterprise Co., Ltd.
Representative:Yung-HsienChen
22,312,500 100.00%
Director Yieh Phui Enterprise Co., Ltd.
Representative:I. S.Lin
22,312,500 100.00%
Director Yieh Phui Enterprise Co., Ltd.
Representative:Ping-YongLiang
22,312,500 100.00%
Supervisor Yieh Phui Enterprise Co., Ltd.
Representative: Tien-Chi Chang
22,312,500 100.00%
Golden Developments
Holdings Ltd.
Chairman Yieh Phui Enterprise Co., Ltd.
Representative: Pi-Hsian Li
100,000 100.00%
Yieh Phui (China)
Technomaterial Co.,
Ltd.
Chairman Yieh Phui (Hong Kong) Holdings
Limited
Representative:Lin-Maw Wu
Director Yieh Phui (Hong Kong) Holdings
Limited
Representative: Tien-Chi Chang

435

Company Name Title Name or representative Shareholding (Note 2)(Note 3) Shareholding (Note 2)(Note 3)
Note (1) Shares Share
Holding %
Director Yieh Phui (Hong Kong) Holdings
Limited
Representative:Yung-Fang Chang
Director Yieh Phui (Hong Kong) Holdings
Limited
Representative: Sen-Long Chen
Director Yieh Phui (Hong Kong) Holdings
Limited
Representative:Yung-HsienChen
Supervisor Yieh Phui (Hong Kong) Holdings
Limited
Representative: Ching-Tsung Huang
Manager Yung-Fang Chang
Changshou ChangHuei
Trading Co.
Chairman Yieh Phui (China) Technomaterial Co.,
Ltd.
Representative:Yung-Fang Chang
Director Yieh Phui (China) Technomaterial Co.,
Ltd.
Representative:Lin-Maw Wu
Director Yieh Phui (China) Technomaterial Co.,
Ltd.
Representative:Yung-HsienChen
Supervisor Yieh Phui (China) Technomaterial Co.,
Ltd.
Representative: Ching-Tsung Huang
HSING JUI
INVESTMENTS
LIMITED
Chairman Yieh Phui Enterprise Co., Ltd.
Representative: Lin-Maw Wu
5,000 100.00%
Director Yieh Phui Enterprise Co., Ltd.
Representative: Tien-Chi Chang
5,000 100.00%
Director Yieh Phui Enterprise Co., Ltd.
Representative:Yung-HsienChen
5,000 100.00%
Tianjin Lianfa Precision
Steel Corporation
Chairman Yieh Phui (China) Technomaterial Co.,
Ltd.
Representative:Yung-Fang Chang
Director Yieh Phui (China) Technomaterial Co.,
Ltd.
Representative:Lin-Maw Wu
Director Representative of Yieh Phui (China)
Technomaterial Co., Ltd. Yung-Hsien
Chen
Supervisor Yieh Phui (China) Technomaterial Co.,
Ltd.
Representative: Ching-TsungHuang
Gen-Wan Technology
Corp
Chairman Yieh Phui Enterprise Co., Ltd.
Representative:Yung-HsienChen
2,447,241 86.99%
Director Yieh Phui Enterprise Co., Ltd.
Representative: Lin-Maw Wu
2,447,241 86.99%

436

Company Name Title Name or representative Shareholding (Note 2)(Note 3) Shareholding (Note 2)(Note 3)
Note (1) Shares Share
Holding %
Director Yieh Phui Enterprise Co., Ltd.
Representative: Tien-Chi Chang
2,447,241 86.99%
Supervisor Weiqiao Investment Development
Co., Ltd
Representative:He-HsingLai,
17,289 0.61%
EMMT Systems
Corporation
Chairman Yieh Phui Enterprise Co., Ltd.
Representative:Lin-Maw Wu
28,650,599 77.54%
Director Yieh Phui Enterprise Co., Ltd.
Representative: Ching-TsungHuang
28,650,599 77.54%
Director Yieh Phui Enterprise Co., Ltd.
Representative:Yung-HsienChen
28,650,599 77.54%
Supervisor Gen-Wan Technology Corp
Representative:Tien-ChiChang
2,737,769 7.41%
Groupco Technology
Inc.
Chairman EMMT Systems Corporation
Representative:Lin-Maw Wu
4,500,000 49.97%
Director EMMT Systems Corporation
Representative: Ching-TsungHuang
4,500,000 49.97%
Director EMMT Systems Corporation
Representative:Yung-HsienChen
4,500,000 49.97%
Director Ko-ChinChen 530,000 5.89%
Director EMMT Systems Corporation
Representative:Tien-ChiChang
4,500,000 49.97%
Supervisor Shin Phui Steel Co., Ltd.:
Representative: Ching-ShengYu
3,830,000 42.53%
Supervisor Shin Phui Steel Co., Ltd.:
Representative:He-HsingLai,
3,830,000 42.53%
APPLIED WIRELESS
INDENTIFICATION
GROUP,INC.
Chairman EMMT Systems Corporation
Representative:Lin-Maw Wu
Director EMMT Systems Corporation
Representative:Yung-HsienChen
Director EMMT Systems Corporation
Representative: Ching-TsungHuang
40,488,461 91.47%
Director EMMT Systems Corporation
Representative: Shih-IChou
Director You-ShengHuang
AWID Asia Co., Ltd. Chairman Applied Wireless Identifications
Group, Inc.
Representative:Lin-Maw Wu
3,030,000 100.00%
Director Applied Wireless Identifications
Group, Inc.
Representative: Ching-TsungHuang
3,030,000 100.00%
Director Applied Wireless Identifications
Group, Inc.
Representative:Yung-HsienChen
3,030,000 100.00%
Supervisor Applied Wireless Identifications
Group, Inc.
Representative: Tien-Chi Chang
3,030,000 100.00%

437

Company Name Title Name or representative Shareholding (Note 2)(Note 3) Shareholding (Note 2)(Note 3)
Note (1) Shares Share
Holding %
AWID Sanghai Co.,
Ltd.
Chairman AWID Asia Co., Ltd.
Representative: Lin-Maw Wu
Director AWID Asia Co., Ltd.
Representative: Ching-TsungHuang
Director AWID Asia Co., Ltd.
Representative:Yung-HsienChen
Supervisor AWID Asia Co., Ltd.
Representative:Tien-ChiChang
CHAMPION
LOGISTIC INC.
Chairman Yieh Phui Enterprise Co., Ltd.
Representative:Pi-Hsian Li
57,000,000 97.44%
Director I. S.Lin
Director Yieh Phui Enterprise Co., Ltd.
Representative:Lin-Maw Wu
57,000,000 97.44%
Director Yieh Phui Enterprise Co., Ltd.
Representative:Yung-HsienChen
57,000,000 97.44%
Yieh Hsing Enterprise
Co., Ltd.
Chairman Yieh Phui Enterprise Co., Ltd.
Representative:Lin-Maw Wu
299,458,386 56.43%
Director Yieh Phui Enterprise Co., Ltd.
Representative: Sen-Long Chen
299,458,386 56.43%
Director Yieh Phui Enterprise Co., Ltd.
Representative:I. S.Lin
299,458,386 56.43%
Director Yieh Phui Enterprise Co., Ltd.
Representative:Yung-HsienChen
299,458,386 56.43%
Director Yieh Phui Enterprise Co., Ltd.
Representative:Tien-ChiChang
299,458,386 56.43%
Independent
Director
Chin-Shu Sun
Independent
Director
Wen-I Chang
Supervisor Hsing Lung Investment &
Development Co., Ltd
Representative: Ching-Tsung Huang
2,788,385 0.53%
Supervisor Hsing Lung Investment &
Development Co., Ltd
Representative:He-HsingLai,
2,788,385 0.53%
Manager Sen-Long Chen
Great Emperor Hotel
CO., LTD.
Chairman Yieh Hsing Enterprise Co., Ltd.
Representative:Lin-Maw Wu
210,000,000 100.00%
Vice
Chairman
Yieh Hsing Enterprise Co., Ltd.
Representative: Chun-TienWang
210,000,000 100.00%
Director Yieh Hsing Enterprise Co., Ltd.
Representative:I. S.Lin
210,000,000 100.00%
Director Yieh Hsing Enterprise Co., Ltd.
Representative:Tien-ChiChang
210,000,000 100.00%
Director Yieh Hsing Enterprise Co., Ltd.
Representative:Yung-HsienChen
210,000,000 100.00%
Supervisor Yieh Hsing Enterprise Co., Ltd.
Representative: Hong-Chi Chang
210,000,000 100.00%

438

Company Name Title Name or representative Shareholding (Note 2)(Note 3) Shareholding (Note 2)(Note 3)
Note (1) Shares Share
Holding %
Kingsgarden
International Co., Ltd.
Chairman Yieh Hsing Enterprise Co., Ltd.
Representative: Lin-Maw Wu
215,000,000 100.00%
Director Yieh Hsing Enterprise Co., Ltd.
Representative:I. S.Lin
215,000,000 100.00%
Director Yieh Hsing Enterprise Co., Ltd.
Representative:Tien-ChiChang
215,000,000 100.00%
Supervisor Yieh Hsing Enterprise Co., Ltd.
Representative:Hong-ChiChang
215,000,000 100.00%
I-Hwa International
Co., Ltd.
Chairman Kingsgarden International Co., Ltd.
Representative: Chun-ShengLin
420,000 70.00%
Director Kingsgarden International Co., Ltd.
Representative:You Jing-Sheng
420,000 70.00%
Director Jinghua Commercial Asset
Management Limited
Representative: Wang Chun-Wan
180,000 30.00%
Supervisor Yung-HsienChen
TYCOONS STEEL
INTERNATIONAL
CO.,LTD.
Chairman Yieh United Steel Corporation
Representative:Huang-Tsai Ye
14,000,000 26.92%
Director Yieh United Steel Corporation
Representative:Pi-Hsian Li
14,000,000 26.92%
Director Yieh Phui Enterprise Co., Ltd.
Representative:Lin-Maw Wu
14,700,000 28.27%
Director Yieh Phui Enterprise Co., Ltd.
Representative:I. S.Lin
14,700,000 28.27%
Director Yieh Phui Enterprise Co., Ltd.
Representative:Yung-HsienChen
14,700,000 28.27%
Director United Brightening Development
Corp.
Representative: Ping-Yong Liang
300,000 0.58%
Director United Brightening Development
Corp.
Representative:Tien-ChiChang
300,000 0.58%
GUANG LIAN STEEL
(VIETNAM) CO.,LTD.
Chairman Pi-Hsian Li
Kuo Chang Enterprise
Co., Ltd.
Chairman Yieh Phui Enterprise Co., Ltd.
Representative:Yung-HsienChen
96,739,408 99.04%
Director Yieh Phui Enterprise Co., Ltd.
Representative:I. S.Lin
96,739,408 99.04%
Director Yieh Phui Enterprise Co., Ltd.
Representative:Lin-Maw Wu
96,739,408 99.04%
Supervisor Jiayuan Investment Development
Co., Ltd
Representative:Hung-Chi, Chang
937,700 0.96%
United Brightening
Development Corp.
Chairman Yieh Phui Enterprise Co., Ltd.
Representative: Yung-Hsien Chen
144,859,883 95.56%
Director Yieh Phui Enterprise Co., Ltd.
Representative: I. S. Lin
144,859,883 95.56%

439

Company Name Title Name or representative Shareholding (Note 2)(Note 3) Shareholding (Note 2)(Note 3)
Note (1) Shares Share
Holding %
Director Yieh Phui Enterprise Co., Ltd.
Representative: Lin-Maw Wu
144,859,883 95.56%
Supervisor Xinyang Investment Development
Co., Ltd
Representative:Hung-Chi, Chang
6,726,917 4.44%
Chao Ying Investment
Development Co., Ltd.
Chairman United Brightening Development
Corp.
Representative:Huang-Tsai Ye
30,400,000 100.00%
Director United Brightening Development
Corp.
Representative:Tien-ChiChang
30,400,000 100.00%
Director United Brightening Development
Corp.
Representative:Lin-Maw Wu
30,400,000 100.00%
Supervisor United Brightening Development
Corp.
Representative: Ching-TsungHuang
30,400,000 100.00%
Da Yao Engineering
Consultation Co., Ltd.
Chairman Yieh Phui Enterprise Co., Ltd.
Representative:Tien-ChiChang
980,000 49.00%
Director Yieh United Steel Corporation
Representative:Huang-Tsai Ye
800,000 40.00%
Director United Brightening Development
Corp.
Representative: Ching-TsungHuang
19,900 1.00%
Supervisor Yung-HsienChen
LIAN SO(H.K)CO.,
LIMITED
Chairman Pi-Hsian Li
Director Yieh Phui Enterprise Co., Ltd.
Representative:Lin-Maw Wu
10,160,000 80.00%
Director Yieh United Steel Corporation
Representative:Huang-Tsai Ye
1,270,000 10.00%
Supervisor Yieh Mau Corporation
Representative:Tien-ChiChang
1,270,000 10.00%
AWID Changshou Co.,
Ltd.
Chairman AWID Asia Co., Ltd.
Representative:Lin-Maw Wu
Director AWID Asia Co., Ltd.
Representative: Ching-TsungHuang
Director AWID Asia Co., Ltd.
Representative:Yung-HsienChen
Supervisor AWID Asia Co., Ltd.
Representative: Tien-Chi Chang
PT. E-UNITED FERRO
INDONESIA
Chairman Pi-Hsian Li
Director I. S.Lin
Director Lin-Maw Wu
Director Chong-Chi Kuo
Director Ping-YongLiang
Director Chia-ChengLin
Director Yung-Hsien Chen
Supervisor Tien-Chi Chang

440

Company Name Title Name or representative Shareholding (Note 2)(Note 3) Shareholding (Note 2)(Note 3)
Note (1) Shares Share
Holding %
Supervisor Huang-Tsai Ye
Supervisor Ching-TsungHuang
Supervisor AchmadKurniadi
PT. GENBA INDO
RESOURCES
Chairman Lin-Maw Wu
Director Chong-Chi Kuo
Director Chia-ChengLin
Director Adi Wijoyo
Supervisor Yung-Hsien Chen

Note 1: If the affiliated company is a foreign company, list the personnel holding key positions. Note 2: If the invested company is a company limited by shares, fill in the number of shares and proportion of shareholding. For others, fill in the investment amount and indicate the proportion of contribution.

Note 3: If the director or supervisor is a legal person, the related information of the representatives shall be disclosed.

441

(6) Operational overview of related companies:

Data date: December 31, 2017; Unit: in NT$ thousands Data date: December 31, 2017; Unit: in NT$ thousands Data date: December 31, 2017; Unit: in NT$ thousands Data date: December 31, 2017; Unit: in NT$ thousands Data date: December 31, 2017; Unit: in NT$ thousands Data date: December 31, 2017; Unit: in NT$ thousands Data date: December 31, 2017; Unit: in NT$ thousands Data date: December 31, 2017; Unit: in NT$ thousands
Company name Capital Total assets Total
liabilities
Net value Operating
revenue
Operating
income
Current
profit and
loss (after
tax)
Earnings per
share (NT$)
(after tax)
Yieh Phui Enterprise Co.,Ltd. 18,211,760 50,942,235 23,100,544 27,841,691 29,179,218 1,461,328 1,367,404
0.75
WORTHINGHONOR HOLDINGSLTD 2,976 2,722
2,722
5
GOOD HONOR HOLDINGSLTD. 1,381 151,205 151,205 (224) 3,538 2.50
Shin PhuiSteelCo.,Ltd.: 312,464
452,294

134,983
317,311
306,952

7,420
2,012
0.07
Gen-Wan Technology Corp 28,133 26,909 69 26,840 (140) (1,432) (0.51)
Yieh Phui (China) Technomaterial Co.,
Ltd.
7,725,102 27,497,194 17,542,902
9,954,292
29,689,232
890,050

307,824

Changshou ChangHuei Trading Co. 45,729 47,123 57 47,066 (141) 391
EMMTSystems Corporation 369,497 409,684
67,746
341,938 288,229 (28,381) (17,423) (0.47)
GroupcoTechnologyInc. 90,050 12,478 1,950 10,528 19,564
268
326 0.04
APPLIED WIRELESS
INDENTIFICATION GROUP,INC.
13,135
176,338

35,096

141,242

237,335

23,867

24,015

AWID AsiaCo.,Ltd. 30,300 22,413 4,193 18,220 16,026 2,073 (345) (0.11)
AWIDSanghaiCo.,Ltd. 20,452
4,479
244
4,235
563 (384) (373)
AWIDChangshou Co.,Ltd. 9,122
8,223
1,898 6,325 3,824
(1,828)
(1,891)
Yieh HsingEnterprise Co.,Ltd. 5,306,516 9,833,762
6,614,199
3,219,564
8,081,415
54,826 (184,153) (0.35)
Great Emperor HotelCO.,LTD. 2,100,000 6,326,999 4,285,522
2,041,477
(14,695) (14,102) (0.07)
Kingsgarden InternationalCo.,Ltd. 2,150,000 7,045,993 4,970,369 2,075,623 (26,124) (26,652) (0.12)
I-Hwa InternationalCo.,Ltd. 6,000 3,522
1,840
1,681
8,013
(1,985) (1,982) (3.30)
Shin Yang SteelCo.,Ltd. 870,000 2,459,696 1,633,977 825,718 2,922,071
89,090
62,641
0.72
HongYuh AssetsManagementCo.,Ltd. 1,000,000 629,760 23,077 606,683 (148,740) (206,048) (2.38)
Sin Bang Investment & Development Co.,
Ltd.
223,125
283,968

70

283,898

(164) 4,939
0.22
HSING JUI INVESTMENT LIMITED 149 1,917 1,917 4
Tianjin LianfaPrecisionSteelCorporation 655,930 588,960 630,858 (41,898) 1,668,057 (38,908) (59,637)

442

Company name Capital Total assets Total
liabilities
Net value Operating
revenue
Operating
income
Current
profit and
loss (after
tax)
Earnings per
share (NT$)
(after tax)
Yieh Phui(HongKong)HoldingsLimited 6,948,960 14,092,714
4,140,491

9,952,223
1,767,208 6,896 290,986
Golden DevelopmentsHoldingsLtd. 2,878 7,266 7,266 (211) 331
CHAMPIONLOGISTICINC. 1,740,960 1,754,400 74
1,754,326
(139) 148,478
UnitedBrighteningDevelopmentCorp. 1,515,868 1,930,102
415,047
1,515,055 (310) 33,105 0.22
Chao Ying Investment Development Co.,
Ltd.
304,000
311,444

66

311,378

(370) 5,817
0.19
Da Yao Engineering Consultation Co.,
Ltd.
20,000
22,904

549

22,355

2,500

503

269

0.13
Kuo ChangEnterprise Co.,Ltd. 976,771
1,350,460
360,803 989,658 (412) 13,391
0.14
LIAN SO(H.K)CO.,LIMITED 377,952
362,682

2,298
360,384
(14,091) (16,809)
PT.E-UNITED FERROINDONESIA 62,722
494,346
2,665 491,682
(30,414) (12,136)
PT.E-UNITED FERROINDONESIA 14,486 10,779 154
10,625
(3,226) (3,203)
PT. GENBA INDORESOURCES 11,165 5 10,465 (10,459) (19,133) (19,141)
TYCOONS STEEL INTERNATIONAL
CO.,LTD.
1,547,520
389,637

1,425

388,212

(3,146) 325,662
GUANG LIAN STEEL (VIETNAM) CO.,
LTD.

(II) Consolidated financial statements of affiliated companies: refer to page 155 for details.

(III) Affiliation report: None

443

II. Private Placement of Securities: None

III. Holding or Disposal of the Company's Shares by Subsidiaries: None IV. Other Required Disclosures: None

444

Chapter 9 Any Event which has a Material Impact on Shareholders' Rights and Interests or the Company’s Securities as Prescribed in Article 36, Paragraph 3, Subparagraph 2 of the Securities and Exchange Act that have Occurred from Last Year to the Printing Date of This Report: None

445

Company seal Yieh Phui Enterprise Co., Ltd.

Company representative: I.S. Lin

446