Microsoft Word - .docASIA CEMENT CORPORATION
2009 Annual Report
Notice to readers This English version annual report is a summary translation of the Chinese version and is not an official document of the shareholders’ meeting. If there is any discrepancy between the English version and Chinese version, the Chinese version shall prevail.
Printed on April 30, 2010
Stock Code:1102 http://newmops.twse.com.tw http://www.acc.com.tw
Taipei City 100, Taiwan
Address: 12F, No.156, Sec. 3,
Minsheng E. Rd., Zhongshan Dist.,
Taipei City 104, Taiwan
Singapore Exchange
Corporate Website
Dunhua S. Rd., Da’an Dist., Taipei City
106, Taiwan
Tel: 886-2-27338000
Hsinchu Plant
Rd., Hengshan Township, Hsinchu
3.2.1 Directors and Supervisors........................................................................................11
3.2.2 Major Shareholders of the Institutional Shareholders .............................................13
3.2.3 Major Shareholders of the Major Shareholders That Are Juridical Persons ...........14
3.2.4 Professional Qualifications and Independence Analysis of Directors and
Supervisors ..............................................................................................................16
3.3 Implementation of Corporate Governance .......................................................................24
3.3.1 Board of Directors ...................................................................................................24
3.3.3 Corporate Governance Execution Status and Deviations from “Corporate
Governance Best-Practice Principles for TWSE/GTSM Listed Companies” .........26
3.3.4 The Execution Status of Internal Control System ...................................................29
3.3.5 Major Resolutions of Shareholders’ Meeting and Board Meetings.........................30
3.4 Information of CPA Service Fee.......................................................................................32
3.5 Changes in Shareholding of Directors, Supervisors, Managers and Major
Shareholders .....................................................................................................................33
3.6 Information Disclosing the Relationship between any of the Company’s Top 10
Shareholders .....................................................................................................................35
IV. Capital Formation..................................................................................................................40
4.1.3 Shareholder Structure ..............................................................................................40
4.1.4 Shareholding Distribution Status.............................................................................41
4.1.5 List of Major Shareholders ......................................................................................41
4.1.6 Market Price, Net Value, Earnings and Dividends per Share (2008~2010/4/30) ....42
4.1.7 Dividend Policy & Implementation Status ..............................................................42
4.1.8 The Impact of Dividend Distribution to be Resolved by 2010 Shareholders’
Meeting on Operating Performance ........................................................................43
4.2 Summary of Corporate Bonds ..........................................................................................45
4.2.1 Issued Corporate Bonds...........................................................................................45
4.4 Status on Execution of Capital Utilization Plans..............................................................50
4.4.1 Issue of the First Overseas Unsecured Exchangeable Bonds By 2008 ...................50
V. Overview of Business Operation ............................................................................................52
5.1 Business Introduction .......................................................................................................52
5.1.1 Business Scope ........................................................................................................52
5.1.2 Industry Overview ...................................................................................................52
5.1.4 Short-term Business Plan.........................................................................................54
5.1.5 Long-term Business Plan.........................................................................................54
5.2.1. Markets Analysis ....................................................................................................54
5.2.4 Major Suppliers Information for the Last Two Calendar Years...............................57
5.2.5 Major Clients Information for the Last Two Calendar Years ..................................57
5.2.6 Output of Main Products 2008-2009 .......................................................................58
5.2.7 Sales of Main Products 2008-2009..........................................................................58
5.3 Human Resources .............................................................................................................59
5.4.2 Air Pollution Prevention ..........................................................................................60
5.4.4 Major Environmental Protection Work in the Future ..............................................61
5.4.5 Fulfill Social Responsibilities..................................................................................61
6.1.1 Balance Sheets .........................................................................................................67
6.2 Financial Analysis (2005~2010/3/31)...............................................................................69
6.4 Independent Auditors¡¦ Report..........................................................................................71
7.1 Analysis of Financial Status..............................................................................................81
7.3 Analysis of Cash Flow......................................................................................................83
7.4 Impacts of Major Capital Expenditures on Finance and Operation .................................84
7.4.1 Major Capital Expenditures and Funding Sources ..................................................84
7.4.2 Expected Benefit to Finance and Operation from the Major Capital
Expenditure..............................................................................................................84
7.5 Investment Strategies in the Most Recent Year, the Major Reasons for its Gain or
Loss and Improvement Plan and Investment Plans for Next Year ...................................84
7.6 Analysis and Evaluation of Risk Management.................................................................84
7.6.1 The Impact from Fluctuation of Foreign Exchange and Interest Rates, and
Inflation on the Company’s Profit and Loss and Its Countermeasures ...................84
7.6.2 The Impact of Highly Risky/Leveraged Transaction, Loaning to Others,
Endorsement and Guarantee for Others, and Derivatives .......................................85
VIII. Special Disclosure ..............................................................................................................87
8.1.1 Organizational Chart of Affiliated Companies ........................................................87
8.2 Basic Information of Affiliates .........................................................................................88
8.3 The Main Business of Affiliates .......................................................................................91
8.4 Information of the Directors, Supervisors, and Presidents of ACC Affiliates..................91
8.5 Affiliates' Operating Condition.........................................................................................103
1.1 Preface Global financial tsunami triggered by subprime mortgage crisis brought global economy into
the worst recession in 2009 since the World War II. Except some emerging economies, like China
and India, most industrialized countries faced this worst recession in the first half of 2009.
Fortunately, economic revitalization programs and loose monetary policies succeeded and
supported the growth of market demands. Global economy resumed to growth in the second half
of 2009.
Meanwhile, Taiwan's export-oriented economy which electronic products take the major
share was not isolated in this downturn. Taiwan economic growth rate was -1.87%, the worst
record since 1951. However, this performance is still better than most forecasts and many
developed countries, such as the economic growth rates -2.4%, -4.1%, and -5.0% in the US, EU,
and Japan. In Four Asian Tigers, the economic growth rates in Hong Kong, Singapore, and South
Korea are -2.5%, -2.0%, and 0.2%. Only South Korea outperformed Taiwan.
For the cement industry, domestic demands in emerging markets, such as China, Africa, and
India remains strong and are able to maintain growth in cement consumption. However, the EU,
US, Russia, Japan, and Australia's cement demand showed a two-digit decline. The cement
demand in the US showed 26% decline, the largest decline among these countries. In Taiwan,
according to a statistics conducted by the Taiwan Cement Manufacturers’ Association, total
cement and clinker sales by the domestic firms was 15.93 million MT in 2009, sliding 7.05%
from previous year. Domestic sales amounted to 7.76 million MT, a descent of 18.14% from 2008.
Export sales increased 6.66% to 8.17 million MT, compared to 2008. In 2009, Taiwan’s cement
consumption amounted to 10.37 million MT, averaging out to 449 kg per capita, decreasing
12.3% from 512kg in 2008.
In 2009, the construction industry in Taiwan experienced a downturn. Oversupply of cement
coupled with cheap imported cement from China has made the profit performance among Taiwan
cement industry far behind satisfaction. Meanwhile, with the concerted efforts of all staffs in Asia
Cement Corporation, the Company still enjoys superior performance to all rivals. The 2009 sales
of the Company was NT$ 9.962152 billion, decreased 5.26% from 2008. The operating income
reduced 12.50% from 2008 to NT$ 900.633 million. Due to the outstanding performance of Far
Eastern New Century Corp., U-Ming Marine Transport Corp., and the Company’s affiliates in
China, the Company recognized NT$ 7.694554 billion investment income from equity method.
The total net profit after tax reached NT$ 7.885009 billion. The net profit rate after tax was 79%.
The 8th meeting of the 23rd Board Meeting resolved to distribute cash dividend NT$ 1.80 and
stock dividend of NT$ 0.30 per share.
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1. Production:
Key Performance Indicator: Actual aggregate cement output amounted to 4,373,504MT. Compared to
estimated output 4,848,000 MT, the achievement rate is 90.21%. Actual aggregate clinker output
amounted to 4,597,640 MT. Compared to estimated output 5,047,000 MT, the achievement rate is
91.10%.
2009
Volume &
Value
Cement & Clinker 2,587,581 6,029,587 2,320,961 3,239,428 -132,309 -2.62 -411,936 -4.26
slag powder 505,900 654,484 3,032 5,428 -119,877 -19.06 -168,993 -20.39
Total 3,093,481 6,684,071 2,323,993 3,244,856 -252,186 -4.44 -580,929 -5.52
Key Performance Indicator: Actual aggregate sales of cement and clinker amounted to 4,908,542 MT.
Compared to the estimated sales 5350,000 MT, achievement rate is 91.75%.
1.3 Business and Operating Results of ACC in China
Fourteen years ago, Asia Cement Corporation pioneered all domestic rivals to invest in cement business in China after Taiwan Government permitted domestic firms to invest in China.
On May 20, 2008, Asia Cement (China) Holdings Corporation, the subsidiary of the Company, was listed on the Main Board of Hong Kong Exchanges and Clearing Limited. Currently, the Company’s investing activities in China are mainly based in Jiangxi, Sichuan, Hubei, Yangzhou and Shanghai areas. The overall operating strategies are deployed through Jiangxi Yadong Cement Co., Sichuan Yadong Cement Co., Hubei Yadong Cement Co., and Yangzhou Yadong Cement Co. as core production bases in the Southeast China, Southwest China, Middle China, and East Coast respectively. Besides, in collaboration with Huanggang Yadong Cement Co., three grinding factories, six cement products companies, four transportation companies, five terminals, and eight sale offices, these constitute an efficient and solid network for production, transportation and sales.
In 2010, the acquisition of the Wuhan XinLingYun Engineering Co, Ltd is a remarkable milestone of Asia Cement (China) Holdings Corporation which enables the continuous growth in China. In the future, Asia Cement (China) Holdings Corporation will continue expand capacity
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Report to Shareholders
through self-built of new production line or merger & acquisition. This double-track approach can expand the influence of Asia Cement (China) Holdings Corporation in different market segments.
In light of the continuing growth of China’s economic development, the cement consumption in China reached 1.63 billion MT in 2009, increasing 17% compared to 1.388 billion MT in 2008. The subsidiaries of ACC in China show the following achievements. The aggregate output of clinker in 2009 amounted to 9.92 million MT, increasing 47% compared to 2008. The aggregate sales of cement, clinker, and slag powder in 2009 amounted to 14.44 million MT, increasing 41% compared to 2008. The 2009 net income after tax of the Company’s business in China reached NT$ 3.012789 billion for which the Company and its subsidiaries recognized NT$ 2.177945 billion investment income.
1.4 Overview of ACC’s Investment in China
1. Jiangxi Yadong Cement Co., Ltd The company planed four-stage construction of four kilns, each with annual clinker capacity of 1.65 million MT. The four stage construction projects have been completed and begun to operate in July 2000, September 2003, July 2007, and May 2010 respectively. Currently, the annual output of clinker reaches 6.6 million MT which can produce 8 million MT cement. In addition, the waste heat recycling generators of the No.1, 2, and 3 kilns can produce 145 million KWH electricity annually. This substantially reduces electricity costs and minimizes the dependence on external power supply.
With the full support of the Jiangxi Province Government, the company plan to build 5th and 6th production line for cement and clinker. Upon the completion of each production line, each kiln can increase 2.35 million MT of clinker capacity, which can produce 2.85 million MT cement.
2. Sichuan Yadong Cement Co., Ltd The company planed three-stage construction of three kilns with annual clinker capacity of 1.65 million MT respectively. The three stage construction projects have been completed and begun to operate in September 2006, December 2008, and March 2010. Currently, the annual output of clinker reaches 4.95 million MT which can produce 6 million MT cement. The three-stage construction and production goal has been achieved to serve the demand from Chengdu areas and the earthquake recovery plan. In addition, the waste heat recycling generators of the No.1, 2, and 3 kilns can produce 145 million KWH electricity annually. This substantially reduces electricity costs and minimizes the dependence on external power supply.
3. Hubei Yadong Cement Co., Ltd The company has two-stage construction plan of two kilns with annual clinker capacity of 1.65 million MT respectively. The first stage construction has been completed in March 2009. The annual output of clinker is amounted to 1.65 million MT which can produce 2 million MT cement. The second stage construction is expected to be completed in November 2010. The annual output of clinker will reach 3.3 million MT which can produce 4 million MT cement.
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4. Huanggang Yadong Cement Co., Ltd
The company planed to construct one kiln. The construction has been completed and begun to
operate in May 2010. The annual output of clinker amounts to 1.65 million MT which can
produce 2 million MT cement.
5. Yangzhou Yadong Cement Co., Ltd
The grinding factory can produce 2.1 million MT cement annually. With a new roller-press
starting to operate in June 2010, total capacity can reach 2.8 million MT cement annually.
Besides, the mixer station can produce ready-mixed concrete for the market.
6. Wuhan Yadong Cement Co., Ltd
The company can produce 1.6 million MT cement and 0.6 million MT slag powder annually to
supply the market in Wuhan area.
7. Nanchang Yadong Cement Co., Ltd
The company can produce 0.6 million MT slag powder and 1.2 million MT slag cement
annually to supply the market in Nanchang area.
8. Chengdu Yaxin Slag Powder Co., Ltd
The second production line of the company has been completed in March 2010. Currently, the
company can produce 0.5 million MT slag powder annually.
9. Wuhan Yaxin Cement Co., Ltd
To enhance the market position and market share of the “Skyscraper” cement in Wuhan and to
supply the market around Jiangnan areas, Hubei Yadong Cement Co., Ltd acquired 70% shares
of the Wuhan XinLingYun Engineering Co, Ltd which is a profitable cement factory with
annual cement capacity of 1.5 million MT. After the acquisition, the company changed its
name to “Wuhan Yaxin Cement Co., Ltd.” The company will market its products with the
brand of “Skyscraper” and “LingYun” to the market around Jiangnan and Xianning areas in
Wuhan.
1.5 Business goal for 2010
To fully sell out the estimated production volume has been the Company’s persistent
principle. Even the intense cement industries competition across Taiwan Strait, the Company still
exerts all strength to reach this goal. The Company has set the following goals for 2010: the
Hsinchu Plant is expected to produce 530,000 MT cement and 500,000 MT clinker; the Hualien
Plant is expected to produce 4,010,000 MT cement and 4,333,000 MT clinker. The total
production volume of the Hsinchu and Hualien plant will achieve 4,540,000 MT cement and
4,833,000 MT clinker. The estimated sales of cement and clinker are 5,140,000 MT. The total
production volume of the Company’s affiliates in China will achieve 14.08 million MT clinker
and 19.46 million MT cement. The estimated sale of cement is 19.07 million MT.
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1.6 Business Prospects for 2010
In the past two years since Mr. Ma Ying-jeou was elected as the President of the Republic of China, the relationship across Taiwan Strait has been substantially improved. Meanwhile, Taiwan people deeply concern the ratification of the three cross-strait financial supervision memorandums of agreement and the negotiation of the Economic Cooperation Framework Agreement (ECFA) between Taiwan and China. Although the actual impact is still unknown, one thing can be confirmed: since ECFA is expected to be ratified in the first half of 2010, it will definitely affect Taiwan's economy greatly in 2010.
According to the latest World Bank report, the 2010 Global Investment Environment Improving Rating, Taiwan has top-five improvement among all countries. Besides, Taiwan's rating in the World Competitiveness Yearbook compiled by IMD Business School (Switzerland) surged from No. 23 to No. 8, the best record received so far. In addition to enhancing private sector competitiveness, the rating of economic performance, government efficiency, infrastructure and business efficiency in the public sector also improved significantly. This rating jump indicated that the effects of the Government’s economic policies in recent years have gradually shown up.
For the economic outlook of 2010, the U.S. capital market has gradually recovered, though it still requires continuous observation. Japan and EU's economy also entered into a slow recovery. The China's economy shows no sign of slowdown; its economic growth rate is estimated to be more than 10%. China will continue to serve as the momentum of global economic growth. Other emerging economies will remain robust economic growth. Although with the risks of high unemployment rates, soaring sovereign debts, and the economic bubbles in developed countries, most people still optimistically believe that the global economic growth in 2010 will be better than in 2009. Domestic and foreign institutions and foreign securities firms predict that Taiwan's economic growth rate will range from 4.65% to 6.5%.
Since Taiwan cement manufacturers can not easily equilibrate the surplus production via exporting and also be threatened by the cheap imported cement from China, Taiwan cement industry still faces difficulties and stress in 2010. However, to response to the global financial tsunami, the governments across the Taiwan Strait adopted the strategy of expanding domestic demand to boost the economy. The Council for Economic Planning and Development in Taiwan proposed an economic revitalization policy – “Project to Expand Investment in Public Works”, a four-year NT$ 500 billion investment project. The main construction items include Taiwan Taoyuan International Airport Access MRT System, West Coast Expressway Construction Project, Taichung Railway Grade-Separation Project, Kaohsiung Railway Underground Project, Widening Project of Wugu-Yangmei section of National Freeway No.1, Fengyuan-Takeng Section, National Expressway No.4 and Taichung Metropolis Road No.4, expanding the construction of wastewater sewers, rebuilding of old and damaged bridges, and strengthening and rebuilding of old school buildings. All these construction projects together with special budget for flood control projects will benefit the domestic cement industry. Furthermore, the China Government adopted a RMB $4 million million revitalization policy aiming to expand public works, especially on water infrastructures and transportation projects. These efforts accompanied with the economic-stimulating
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measures of its local governments will contribute to more cement consumptions. Asia Cement (China) Holdings Corporation currently has nine production lines in China and is expected to have one more production line in November 2010. With the timely release of production capacity, the significant growth of the business performance of Asia Cement (China) Holdings Corporation is highly expected.
1.7 The Operating Performance in the First Quarter of 2010
The operating Income of the Company in the first quarter of 2010 is NT$ 29.844 million, decreasing 93.28% compared to the first quarter of 2009. The main factors which caused operating margin to decline are dropping cement price and raising price of raw materials. Meanwhile, as result of the fantastic performance of the affiliate companies, the Company recognized investment income NT$ 1.614305 billion from equity method, which is higher than NT$ 1.591863 billion in the first quarter of 2009.
References: “Economic Outlook Bimonthly” published by Chung-Hua Institution for conomic Research, “International Economy Bi-weekly”, “Taiwan Cement Industry Review”, and related currency exchange rate reports.
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Authorized Capital: TWD $29,857,354,830.
Scope of Business: 01. C901030 Cement manufacturing 02. C901040 Ready-mixed concrete
manufacturing 03. B601010 Quarrying 04. C901050 Cement and ready-mixed
concrete products 05. C901990 Non-metallic mineral products 06. F111090 Whole sale of building materials 07. F211010 Retail sale of building materials 08. F401010 International trade 09. IZ06010 Tally and packing 10. A201010 Afforestation business
11. H701010 Developing, leasing, and selling residential and business buildings
12. H701020 Developing, leasing, and selling industrial factories
13. H703100 Real estate rental & leasing 14. H703090 Real estate sale & purchase 15. JE01010 Rental and leasing 16. G202010 Parking-lot business 17. G801010 Warehousing 18. I103060 Business management consultation
services 19. J101040 Waste treatment
In addition to permitted scope of business, the Company can broaden its business not prohibited or restricted by laws.
2.2 Company History The Company was founded by Mr. Y.Z. Hsu and approved for registration and incorporation on March 21, 1957. The Major events in recent 5 years are shown as the following table:
Year Major events Oct. 2005 The Hualien Plant was awarded “Excellent Company for Adopting National
Standards” by the Bureau of Standards, Metrology and Inspection, M.O.E.A. Nov. 2005 The Hualien Plant was awarded “Excellent Working Environment for Smoking
Prevention” by the Bureau of Health Promotion, Department of Health. Nov. 2005 The Hualien Plant was awarded “2005 Industrial Excellence” by Industrial
Development Bureau, Ministry of Economic Affairs. Dec. 2005 The Company was awarded “Excellent Company for Hiring Aborigines ” by the
Executive Yuan. Mar. 2006 The waste heat recycling generators of no.1 and no.2 kilns of Jiangxi Yadong
Cement Co., Ltd began operation. Sep. 2006 The no. 1 kiln of Sichuan Yadong Cement Co., Ltd began operation. Mar. 2007 The Hualien Plant was awarded for the excellent performance in the project of
“promoting green communities” by Environmental Protection Administration, Executive Yuan.
Jun. 2007 The waste heat recycling generators of No.1 kiln of Sichuan Yadong Cement Co., Ltd began operation.
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Year Major events Jul. 2007 The No. 1 cement mill of Hubei Yadong Cement Co., Ltd began operation. Jul. 2007 The no. 3 kiln of Jiangxi Yadong Cement Co., Ltd began operation.
Aug. 2007 The waste heat recycling generators of no.3 kiln of Jiangxi Yadong Cement Co., Ltd began operation.
May. 2008 The Jiangxi Yadong Cement Co., Ltd passed OHSMS 18000 Occupational Health and Safety Management System.
May. 2008 Asia Cement (China) Holdings Corporation was listed on the Main Board of The Stock Exchange of Hong Kong Limited.
Jul. 2008 The grinding factory of YangZhou Yadong Cement Co., Ltd. began operation. Dec. 2008 The no.2 kiln of Sichuan Yadong Cement Co., Ltd. began operation. Dec. 2008 The Hualien Plant was awarded “First National ISO 14064 Greenhouse Gas
Assessment” by the Bureau of Standards, Metrology and Inspection, M.O.E.A. Feb. 2009 Sichuan Yadong Cement Co., Ltd completed a 12.58 kilometer-long belt conveyor
and began operation. Feb. 2009 The waste heat recycling generators of no.2 kiln of Sichuan Yadong Cement Co.,
Ltd. began operation. Feb. 2009 The Hualien Plant was the first plant awarded “TOSHMS: 2007 Taiwan
Occupational Safety and Health Management Systems” in cement industry. Mar. 2009 The no.1 kiln of Hubei Yadong Cement Co., Ltd. began operation. Jul. 2009 The Hualien Plant was awarded “ISO 9001: 2008 International Quality
Management System Standard” by the Bureau of Standards, Metrology and Inspection, M.O.E.A.
Nov. 2009 The Hualien Plant was awarded “2009 Excellent Company for Voluntary Reduction of Greenhouse Gas Emissions” by the Industrial Development Bureau, MOEA.
Dec. 2009 The Hualien Plant was the first plant awarded “ISO 27001: 2005 Information security management systems” in building material industry.
Mar. 2010 The no.3 kiln of Sichuan Yadong Cement Co., Ltd. began operation. Apr. 2010 The waste heat recycling generators of no.3 kiln of Sichuan Yadong Cement Co.,
Ltd began operation. May. 2010 The no.1 kiln of Huanggang Yadong Cement Co., Ltd. began operation. May. 2010 The no.4 kiln of Jiangxi Yadong Cement Co., Ltd. began operation.
During the most recent fiscal year and the current fiscal year up to the date of printing of the annual report, there are no important events listed below impacting on the shareholders’ equity of the Company:
1. Mergers and acquisitions. 2. To restructure affiliate companies. 3. Large volume shares transferred or changed by directors, supervisors, or major shareholders
who own more than 10% shareholding. 4. Changes in the Company’s management. 5. Significant changes in business modes or business scope.
C orporate G
overnance R eport
Assistant Vice President
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Department Primary Functions
Auditing Dept. Directly report to the Board of Directors. Plan and revise internal control system, evaluating each department’s operation and procedures in order to work out risk-management orientated annual auditing plan.
President Office Assist ACC President to deal with daily affairs, plan operation strategies, and review the middle-term and long-term investment to reduce the risks resulting from improper decisions.
Secretarial Dept. Handle the affairs of general services, secretary, legal affairs, public relations, etc. Reinforce legal sense of employees to decrease the risks of violating law.
HR Dept. Plan and implement human resource policies to reduce relevant risks.
Occupational Safety Office
Responsible for occupational safety and health management, formulating policies and supervising related affairs to ensure safety of workers and reduce the risk and loss of occupational hazards.
Accounting Dept.
Handle all accounting matters including the costs, accounts, taxation to ensure management efficiency of the Company’s operation, the reliability of financial report, and the adherence of related accounting regulations to reduce company operation risks.
Finance Dept.
Responsible for financial operation strategy, investment strategy, financial management, and dividend strategy, as well as investor relationship in order to minimize financial exposure, uphold financial opportunity and maximize shareholders’ best interest.
IT Dept.
Cope with all affairs relating to information operation system, office automation, internal and external website applications and information security to the needs of operation, management and strategy to prevent the risk of information security and its efficiency.
Domestic Sales Dept.
Plan and implement domestic marketing strategy, credit customers, and identify market trends to achieve business goals and reduce relevant risks.
Export Sales Dept.
Plan and implement oversea marketing strategy, credit customers, and identify market trends to achieve business goals and reduce relevant risks.
Purchasing Dept.
Handle all purchasing and contract issuing matters, setting up hedging mechanism to cope with changes in raw materials prices and shortage of raw materials supply.
Hsinchu Plant Take charge of R&D, production technology, quality control, planning production policies in collaboration with sales strategies to reduce production risks.
Hualien Plant Take charge of R&D, production technology, quality control, planning production policies in collaboration with sales strategies to reduce production risks.
Credit Committee
Execute “Regulations for Managing Client’s Credit” enacted by the Company and take charge of risk control of account receivable.
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3.2 Directors, Supervisors and Management Team 3.2.1 Directors and Supervisors
April 30, 2010
Shareholding Experience
Executives, Directors or Supervisors who are spouses or within two
degrees of kinship Title Name Date
Elected Term
Chairman Douglas Tong Hsu 2008.06.17 3 1975.04.28 18,283,568 0.67% 20,676,499 0.69%7,216,270 0.24%
Master, Columbia University
Director Director
*657,751,161 0.01%
*24.05% 408,010
*666,632,716 0.01%
CEO, Asia Cement(China) Holdings Corp.
- - -
*657,751,161 0.02%
*24.05% 713,912
*666,632,716 0.02%
- - -
*10,758,611 0.32%
*0.39% 9,511,915
*11,746,250 0.32%
Chairman, X.Z. Ying-Chai Memorial Foundation
- - -
*657,751,161 0.01%
*24.05% 300,605
*666,632,716 0.01%
Managing Partner, Lee and Li Attorneys-At-Law
- - -
Director Peter Hsu 2008.06.17 3 2002.06.07 6,808,409 0.25% 8,619,660 0.29%2,202,198 0.07% Master, Stanford University & UCLA
Executive Vice President, Far Eastern New Century Corp.
Chairman Director
Connie Hsu
Sibling Sibling
Director K.T. Li 2008.06.17 3 1978.04.21 523,060 0.02% 571,076 0.02% 0 0Master, New York University
Chief Counselor, Lee and Li Attorneys-At-Law
- - -
0.42% *0.14%
12,670,355 *4,296,754
Chairman Director
Sibling Sibling
*657,751,161 0
*24.05% 0
*666,632,716 0
Chairman, THSRC - - -
0 *1,224,865
0 *0.04%
0 *1,337,306
0 *0.04%
Chairman, Grand Hotel - - -
Director Kao Chao Lee 2008.06.17 3 2005.06.09 0 0 0 0 0 0 Master, Vandenberg University
Consultant, CEPD
Shareholding Experience
Executives, Directors or Supervisors who are spouses or within two
degrees of kinship Title Name Date
Elected Term
Director K.Y. Lee 2008.06.17 3 2005.06.09 1,166,519 *599,331
0.04% *0.02%
2,097,605 *1,683,318
0.07% *0.06%
0 0
President, Asia Cement Corp.; Director, U-Ming Marine Transport Corp.
- - -
*144,828,925 0.00%
*5.30% 137,534
*161,272,929 0.00%
- - -
*3,131,722 0
*0.11% 0
*3,419,213 0
- - -
*10,420,333 0
*0.38% 0
*15,626,918 0
- - -
Supervisor T.Y. Tung 2008.06.17 3 2002.06.07 3,265,484 0.12% 3,565,255 0.12% 0 0Ph.D., Stanford University
Vice Chairman, Elite Material Co., Ltd
- - -
Supervisor Eli C.Wang 2008.06.17 3 2002.06.07 0 0 0 0 0 0 Master, University of Illinois
Director, Yuan Ze University - - -
Note 1: Information on Directors and Supervisors that are Representatives of Institutional Investors: Representatives of Far Eastern New Century Corp.: Director T.H. Chang, Director Johnny Shih , Director C.V. Chen, Director Chin-Der Ou; Representative of X.Z. Ying-Chai Memorial Foundation: Director H.S. Ying; Representative of U-Ming Corp.: Director Ta-Chou Huang; Representative of Yue Ding Industry Co., Ltd.: Director K.Y. Lee; Representative of Huey Kang Investment Corp.: Director Connie Hsu; Representative of Far Eastern Medical Foundation: Supervisor S.Y. Wang; Representative of Bai-Yang Investment Holdings Corp.: Supervisor Champion Lee; Representative of Kai-Yuan International Investment Holdings Corp.: Supervisor L.T. Chang.
Note 2: “*” indicates the number of shares held by Institutional Investors respectively represented by directors and supervisors listed above.. Note 3: There is no ACC director or supervisor holding shares in the name of other person.
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Name of Institutional Shareholder Major Shareholder of the Institutional
Shareholders %
Yuan-Ze University 2.74
Stanley Investment Management Limited
as external fund manager
Yu Yuan Investment Co., Ltd 0.90
Connie Hsu 50.58
H.M.Yang 24.71
Fu Da Transportation Co.,Ltd. 26.95
An Ho Garment Co.,Ltd. 26.50
Yue-Tung Investment Corp. 25.36
Ta Chu Chemical Fiber Co.,Ltd. 3.89
Ya Li Precast Prestressed Concrete
Industries Corp. 3.89
Yue Ding Industry Co.,Ltd.
Bai Yang Investment Corp. Far Eastern Department Stores Co.,Ltd. 100.00
Kai Yuan International Investment
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3.2.3 Major Shareholders of the Major Shareholders That Are Juridical Persons
Name of Juridical Persons Major Shareholder of the Juridical Persons %
Far Eastern New Century Corporation 22.33 Far Eastern Medical Foundation 5.40 Yu Yuan Investment Co., Ltd 5.32 Management Board of the Public Service Pension Fund
1.86
Far Eastern Department Stores Co., Ltd. 1.82 Bai Ding Investment Co., Ltd. 1.61 Yuan-Ze University 1.41 Labor Pension Fund Committee of Far Eastern New Century Corporation
1.13
Asia Cement Corporation
0.92
Der Ching Investment Corp. Asia Cement Corporation 99.99 Asia Cement Corporation 36.42 Yuan Ding Co.,Ltd. 25.02 Yuan Ding Investment Company 19.05 U-Ming Marine Transport Corp. 17.66
Yu Yuan Investment Co., Ltd
Yue-Tung Investment Corp. 1.84 Far Eastern New Century Corporation 16.80 Asia Cement Corporation 5.56 Yuan-Ze University 4.68 Yu Yuan Investment Co., Ltd 2.02 The committee of Employee Pension Fund of Far Eastern Department Stores Co., Ltd.
1.86
HSBC as Trustee For The China Fund Inc. 1.57 Guardian Baillie Gifford Emerging Markets Fund 1.24 Schroder International Selection Fund Emerging Asia 1.17 Labor Pension Fund Committee of Far Eastern New Century Corporation
1.12
Far Eastern Department Stores Co.,Ltd.
Bai Ding Investment Co., Ltd. 1.10 Fu Ming Transportation Co.,Ltd. 99.90 Johnny Shih 0.03 K.Y. Lee 0.03
Fu Da Transportation Co.,Ltd.
T.C. Liu 0.03 An Ho Garment Co.,Ltd. Far Eastern New Century Corporation 100.00
U-Ming Marine Transport Corp. 73.54 Yue-Tung Investment Corp.
U-Ming Marine Transport (Singapore) Private LTD. 26.46 Ton Fu Investment Corp. Oriental Union Chemical Corp. 100.00
Yuan Ding Investment Company 41.86 Yue Ding Industry Co.,Ltd. 38.76Ta Chu Chemical Fiber Co.,Ltd. Yue-Lee Investment Company 19.38
15
Name of Juridical Persons Major Shareholder of the Juridical Persons %
Asia Cement Corporation 83.81 Far-Eastern Construction Engineering Co.,Ltd. 16.03 Douglas Tong Hsu 0.01 T.H. Chang 0.03 K.Y. Lee 0.03 H.S. Hsu 0.01 R.H. Shao 0.03 C.F. Cheng 0.01 H.M. Yang 0.01
Ya Li Precast Prestressed Concrete Industries Corp.
H.G. Yang 0.02 Bai Ding Investment Co., Ltd 47.00 Yuan Ding Investment Company 45.50 Yue Ding Industry Co.,Ltd. 5.00 Yuan Ding Co.,Ltd. 1.00 Ding & Ding Management Consultants Co., Ltd 1.00
Yu Ming Co.,Ltd.
Yuan Ding Leasing Corp. 0.50 Far Eastern New Century Corporation 37.13 Asia Cement Corporation 35.50 Der Ching Investment Corp. 14.50 Yuan Ding Investment Company 12.86 Yu Ming Co.,Ltd. 0.003 Far Eastern Department Stores Co.,Ltd. 0.001 Douglas Tong Hsu 0.001
Yuan Ding Co.,Ltd.
Ding Yuan International Investment Corp.
Far Eastern New Century Corporation 100.00
Asia Cement Corporation 22.31 Oriental Institute of Technology 4.81 Far Eastern Medical Foundation 3.59 Far Eastern Memory Foundation 2.99 Yuan-Ze University 2.74 Der Ching Investment Corp. 1.59 China trust Commercial Bank Trust Account – Asia Cement Corporation
1.46
Saudi Arabian Monetary Agency Morgan Stanley Investment Management Limited as external fund manager
1.44
Yu Yuan Investment Co., Ltd 0.90
- 16 - 16
Meet One of the Following Professional Qualification Requirements, Together with at Least Five Years Work Experience Independence Criteria(Note)
Criteria Name
An Instructor or Higher Position in a Department of Commerce, Law, Finance, Accounting, or Other Academic Department Related to the Business Needs of the Company in a Public or Private Junior College, College or University
A Judge, Public Prosecutor, Attorney, Certified Public Accountant, or Other Professional or Technical Specialist Who has Passed a National Examination and been Awarded a Certificate in a Profession Necessary for the Business of the Company
Have Work Experience in the Areas of Commerce, Law, Finance, or Accounting, or Otherwise Necessary for the Business of the Company
1 2 3 4 5 6 7 8 9 10
Number of Other Public Companies in
Which the Individual is Concurrently Serving as an Independent
Director
Douglas Tong Hsu 0 T.H. Chang 0 Johnny Shih 0 H.S. Ying 0 C.V. Chen 0 Peter Hsu 0 K.T. Li 0 Connie Hsu 0 Chin-Der Ou 0 Ta-Chou Huang 0 Kao Chao Lee 0 K.Y. Lee 0 S.Y. Wang 0 Champion Lee 0 L.T. Chang 0 T.Y. Tung 0 Eli C.Wang 1 Note: Please tick the corresponding boxes if directors or supervisors have been any of the following during the two years prior to being elected or during the term of
office. 1. Not an employee of the Company or any of its affiliates. 2. Not a director or supervisor of the Company or any of its affiliates. The same does not apply, however, in cases where the person is an independent director
of the Company, its parent company, or any subsidiary in which the Company holds, directly or indirectly, more than 50% of the voting shares. 3. Not a natural-person shareholder who holds shares, together with those held by the person’s spouse, minor children, or held by the person under others’
names, in an aggregate amount of 1% or more of the total number of outstanding shares of the Company or ranking in the top 10 in holdings.
- 17 - 17
C orporate G
overnance R eport
4. Not a spouse, relative within the second degree of kinship, or lineal relative within the fifth 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. Not a director, supervisor, officer, or shareholder holding 5% or more of the share, of a specified company or institution that has a financial or business relationship with the Company.
7. Not a professional individual who, or an owner, partner, director, supervisor, or officer of a sole proprietorship, partnership, company, or institution that, provides commercial, legal, financial, accounting services or consultation to the Company or to any affiliate of the Company, or a spouse thereof.
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. 10. Not a governmental, juridical person or its representative as defined in Article 27 of the Company Act.
* There is no director elected as independent director in the 23rd Board of Directors.
3.2.5 Management Team
Shareholding Spouse & Minor
ExperienceEducation Other Title
President K.Y. Lee 2000.08.01 2,097,605 0.0703 0 0 Chairman of Ya Tung Ready-Mixed Concrete Co., LTD
Director, U-Ming Marine Transport Corp.
Chief Executive Vice President
Y.F. Chang 2000.08.01 724 0.0000 0 0 Bachelor degree in Chemical, Tunghai University
Director, China Hi-Ment Corporation
Executive Vice President
R.H. Shao 2000.08.01 68,051 0.0023 2,172 0.0001 Bachelor degree in Accounting, Soochow University
Supervisor, U-Ming Marine Transport Corp.
Chief Auditor Y.M. Shih 2007.07.25 0 0 2,102 0.0001 Bachelor degree in Accounting, Soochow University
Supervisor, Ya Li Transportation Co. Ltd.
Vice President Doris Wu 2007.07.25 0 0 0 0 Bachelor degree in Accounting, California State University
Director, Yu Yuan Investment Co., Ltd
Vice President C.M. Chen 2007.07.01 35,354 0.0012 60,931 0.0020 Bachelor degree in International Trade, Tamkang University
Chairman, Yu Yuan Investment Co., Ltd
- 18 - 18
ExperienceEducation Other Title
Vice President W.K. Chou 2007.07.01 4,410 0.0001 0 0 Bachelor degree in Law, Soochow University
Supervisor, Pan Asia Corporation
General Plant Manager
Z.P. Chang 2009.07.01 30,201 0.0010 47,600 0.0016 Bachelor degree in Electrical Engineering, National Taiwan University
Supervisor, U-Ming Marine Transport Corp
Manager of the Hsinchu Plant
Z.F. Lin 2003.05.01 8,786 0.0003 0 0
Bachelor degree in Mechanical Engineering, National Taipei Institute of Technology
Director, Nan Hwa Cement Corp.
Assistant Vice President
C.P. Sue 2008.11.01 12,146 0.0004 0 0 Bachelor degree in Marine Engineering, National Taiwan Ocean University
Director, Asia Cement (Singapore) Pte. Ltd.
Assistant Vice President
T.L. Yu 2009.09.01 35 0.0000 91 0 Bachelor degree in Business Administration, University of the Philippines
Director, Yu Yuan Investment Co., Ltd
Manager of IT Dept. T.W. Huang Fu 2004.09.01 18,235 0.0006 0 0 Bachelor degree in Accounting, Chinese Culture University
Director, Yu Yuan Investment Co., Ltd
Manager of Accounting Dept.
W.H. Yeh 2007.07.25 0 0 0 0 Bachelor degree in Accounting, Soochow University
Supervisor, Nan Hwa Cement Corp.
Manager of Secretarial Dept.
Manfred Wang 2008.09.01 0 0 0 0 Bachelor degree in Law, Soochow University
Director, Fu Shan Mineral Stone Co., Ltd
Manager of Domestic Sales
Director, Ya Li Transport Corp.
There is no manager holding shares in the name of another person. Managers are spouse or within second- degree of consanguinity to each other: None.
- 19 - 19
1. Remuneration of Directors UNIT: NT
Remuneration of Directors Remuneration paid as the status of employee
Remuneration(A) severance pay(B) Directors Remuneration
from Distributable Earnings(C)
Income Salary, Reward, and
Expense etc.(E) Severance pay(F)
Total Amount (A+B+C+D+E
+F+G)/ Net Income (%)
Chairman Douglas Tong Hsu
Director Director Director Director
Far Eastern New Century Corp. Representatives: T.H. Chang Johnny Shih C.V. Chen Chin-Der Ou
Director
Director
Director
Director
Director
Director K.T. Li Director Peter Hsu Director Kao Chao Lee
14,684,661 17,727,107 0 0 155,739,815 157,169,490 1,056,000 5,050,407 2.175% 2.282% 10,171,604 11,114,004 216,000 216,000 4,988,151 4,988,151 2.370% 2.489% Yes
All Companies listed in Consolidated Operational Report. Distribution of stock bonus from ACC and all companies listed in consolidated operational report: None. T.H. Chang, director of the Company, is allocated for one official car. The monthly rental is NT$ 30,800,
and the annual remuneration of driver is about NT$ 700,000. K.Y. Lee, the president and director of the Company, is allocated for one official car. The monthly rental is NT$ 46,620,
and the annual remuneration of driver is about NT$ 700,000. Pensions funded according to applicable law.
- 20 - 20
A+B+C+D (Please refer to listed information above )
A+B+C+D+E+F+G (Please refer to listed information above )
Classification of Remuneration Paid to ACC Directors
ACC All Companies listed in
Consolidated Operational Report
Consolidated Operational Report
Under NT$2,000,000
C.V. Chen, H.S. Ying, K.T. Li, Chin-Der Ou, Kao Chao Lee, Ta-Chou Huang, Connie Hsu
C.V. Chen, H.S. Ying, K.T. Li, Chin-Der Ou, Kao Chao Lee, Ta-Chou Huang, Connie Hsu
C.V. Chen, H.S. Ying, K.T. Li, Chin-Der Ou, Kao Chao Lee, Ta-Chou Huang, Connie Hsu
C.V. Chen, H.S. Ying, K.T. Li, Chin-Der Ou, Kao Chao Lee, Ta-Chou Huang, Connie Hsu
NT$2,000,000NT$5,000,000
NT$5,000,000NT$10,000,000 Peter Hsu Peter Hsu Peter Hsu Peter Hsu
NT$10,000,000NT$15,000,000 Johnny Shih, K.Y. Lee
Johnny Shih, K.Y. Lee Johnny Shih Johnny Shih
NT$15,000,000NT$30,000,000 Douglas Tong Hsu, T.H. Chang
Douglas Tong Hsu, T.H. Chang
Douglas Tong Hsu, T.H. Chang, K.Y. Lee
Douglas Tong Hsu, K.Y. Lee
NT$30,000,000NT$50,000,000 T.H. Chang
Total 12 12 12 12
Employee stock option of ACC and all companies listed in consolidated operational report: None. Within recent two fiscal years, all ACC directors’ remuneration accounted for 2.546%(for 2008) and 2.370%(for 2009) of ACC net
income; total directors’ remuneration paid by all companies listed in consolidated operational report accounted for2.644%(for 2008) and 2.489% (for 2009)of net income complied by those companies.
The remuneration of ACC directors is paid in consideration of the Company’s operating performance and individual contribution. This principle has been recognized by all directors.
- 21 - 21
Remuneration of Supervisors
Remuneration(A) Severance pay(B)
Supervisors Remuneration from
Income(%) Title Name
Supervisor T.Y. Tung
Supervisor Eli C.Wang
0 0 0 0 46,519,685 46,519,685 408,000 484,042 0.595 0.596 yes
All Companies listed in Consolidated Operational Report.
Name of Supervisors
A+B+C+D (Please refer to listed information above ) Classification of Remuneration Paid to ACC Supervisors
ACC All Companies listed in Consolidated Operational Report
Under NT$2,000,000 S.Y. Wang, L.T. Chang, Champion Lee, Eli C.Wang S.Y. Wang, L.T. Chang, Champion Lee, Eli C.Wang
NT$2,000,000NT$5,000,000
NT$10,000,000NT$15,000,000
NT$15,000,000NT$30,000,000
NT$30,000,000NT$50,000,000
NT$50,000,000NT$100,000,000
Over NT$100,000,000
Total 5 5
There is no ACC supervisor receiving salary and other services paid by ACC and all companies listed in consolidated operational report.
Within recent two fiscal years, all ACC supervisors’ remuneration, of which the main are transportation allowance and remuneration from distributable earnings, accounted for 0.610%(for 2008) and 0.595%
(for 2009) of ACC net income; total supervisors’ remuneration paid by all companies listed in consolidated operational report accounted for 0.622% (for 2008)and 0.596% (for 2009)of net income complied
by those companies.
The remuneration of ACC supervisors is paid in consideration of the Company’s operating performance and individual contribution. This principle has been recognized by all supervisors.
- 22 - 22
Salary(A) Severance pay(B) Reward and Expense etc.
(C) Employees bonus from
Income(%)
ACC All
Executive Vice President R.H. Shao
Chief Auditor Y.M. Shih
Vice President Doris Wu
Vice President C.M. Chen
Vice President W.K. Chou
21,058,740 22,138,740 756,000 756,000 9,486,230 15,302,375 13,855,366 13,855,366 0.573% 0.660% yes
* All Companies listed in Consolidated Operational Report. * Distribution of stock bonus from ACC and all companies listed in consolidated operational report: None. * Pensions funded according to applicable law.
Name of President and Vice Presidents Classification of Remuneration Paid to ACC President and Vice Presidents
ACC All Companies listed in Consolidated Operational Report
Under NT$2,000,000
NT$2,000,000NT$5,000,000 W.K. Chou W.K. Chou
NT$5,000,000NT$10,000,000 K.Y. Lee , Y.F. Chang, R.H. Shao, Y.M. Shih, Doris Wu,
C.M. Chen, Z.P. Chang K.Y. Lee , Y.F. Chang, R.H. Shao, Y.M. Shih, Doris Wu,
C.M. Chen, Z.P. Chang NT$10,000,000NT$15,000,000 NT$15,000,000NT$30,000,000 NT$30,000,000NT$50,000,000
NT$50,000,000NT$100,000,000
Over NT$100,000,000
Total 8 8
Employee stock option of ACC and all companies listed in consolidated operational report: None. Within recent two fiscal years, all ACC President and Vice Presidents’ remuneration accounted for 0.884% (for 2008)and 0.573% (for 2009) of ACC net income; total amount of President and Vice
Presidents’ remuneration paid by all companies listed in consolidated operational report accounted for 0.983% (for 2008) and 0.660% (for 2009) of net income compiled by those companies. The remuneration of ACC President and Vice Presidents is divided into two parts:
1. Monthly salary based on fixed salary rank. 2. Based on ACC’s bonus system, bonus and compensation are distributed mainly in consideration of the Company’s operating performance and individual annual performance.
The chief executive vice president of the Company, Y.F. Chang, is allocated for one official car. The monthly rental is NT25,500.
- 23 - 23
4. Employees Bonus of Management Team UNIT: NT
Title Name Stock Bonus Cash Bonus Total Amount Total Amount/Net Income President K.Y. Lee Chief Executive Vice President Y.F. Chang Executive Vice President R.H. Shao Chief Auditor Y.M. Shih Vice President Doris Wu Vice President C.M. Chen Vice President W.K. Chou General Plant Manager Z.P. Chang Manager of the Hsinchu Plant Z.F. Lin Assistant Vice President C.P. Sue Assistant Vice President T.L. Yu Manager of IT Dept. T.W. Huang Fu Manager of Accounting Dept. W.H. Yeh Manager, President Office H.T. Peng Manager of Secretarial Dept. Manfred Wang
Executive Officers
0 22,875,218 22,875,218 0.290%
Name and Title of the Top 10 Employees Who Were Distributed Employees Bonus UNIT: NT
Rank Title Name Stock Bonus Cash Bonus Total Amount
1 President K.Y. Lee
3 Executive Vice President R.H. Shao
4 Chief Auditor Y. M. Shih
5 Vice President C.M. Chen
6 Vice President Doris Wu
7 General Plant Manager Z.P. Chang
8 Vice President W.K. Chou
9 Manager of the Hsinchu Plant Z.F. Lin
10 Assistant Vice President C.P. Sue
0 16,588,554 16,588,554
3.3.1 Board of Directors
Total of 5 meetings of the board of directors were held in the period from Jan. 1, 2009 to April 30, 2010. Directors’ attendance condition was as follows:
Title Name Attendance in Person By Proxy Attendance rate
(%) Notes
Chairman Douglas Tong Hsu 5 0 100% Reappointment Jun.17, 2008
Director T.H. Chang 4 1 80% Reappointment Jun.17, 2008
Director Johnny Shih 4 1 80% Reappointment Jun.17, 2008
Director C.V. Chen 3 2 60% Reappointment Jun.17, 2008
Director Chin-Der Ou 4 1 80% Reappointment Jun.17, 2008
Director H.S. Ying 5 0 100% Reappointment Jun.17, 2008
Director Ta-Chou Huang 5 0 100% Reappointment Jun.17, 2008
Director K.Y. Lee 5 0 100% Reappointment Jun.17, 2008
Director Peter Hsu 4 1 80% Reappointment Jun.17, 2008
Director K.T. Li 5 0 100% Reappointment Jun.17, 2008
Director Connie Hsu 4 0 80% Reappointment Jun.17, 2008
Director Kao Chao Lee 4 1 80% Reappointment Jun.17, 2008
Other mentionable items: 1. There is no independent director in the Company. 2. If there is Directors’ avoidance of motions in conflict of interest, the Directors’ names, contents of motions, causes
for avoidance and voting should be specified: Director Douglas Tong Hsu, Peter Hsu, Connie Hsu, and K.T. Li, who are the directors of the Far Eastern Y.Z. Hsu Science and Technology Memorial Foundation, avoided the motion in conflict of interest about the donation to the said Memorial Foundation in the 7th meeting of 23rd Board. The donation has obtained the unanimous approval from all other directors.
3. Measures taken to strengthen the functionality of the Board: Goals: To deepen the understanding of the Board of Directors about the investment activities in China. Implementation Status: A. The CEO and CFO of Asia Cement (China) Holdings Corp. will make reports about the investments, productions,
and financial activities in China. B. The Company will post any material information on MOPS on behalf of Asia Cement (China) Holdings Corp.
and inform all Directors and Supervisors. Any investment which needs the approval from the Investment Commission, MOEA will be recognized by the Board of Directors.
C. The Company will irregularly invite its Directors and Supervisors to visit its investments in China. Assessment: The above measures are made pursuant to laws, government regulations, or corporate government principals. These will strengthen the understanding of the Directors and Supervisors about the investment activities in China.
4. The training for Directors and Supervisors: Directors and Supervisors participate in corporate governance practice workshops to strengthen the functions of directors and supervisors. Please refer to page 28 for detail information.
5. No audit committee established.
25
3.3.2 Attendance of Supervisors for Board Meeting
Total of 5 meetings of the board of directors were held in the period from Jan. 1, 2009 to April 30, 2010. Supervisors’ Attendance Condition was as follows:
Title Name Attendance in
Supervisor S.Y. Wang 5 100% Reappointment Jun.17, 2008
Supervisor Champion Lee 5 100% Reappointment Jun.17, 2008
Supervisor L.T. Chang 2 40% Reappointment Jun.17, 2008
Supervisor T.Y. Tung 4 80% Reappointment Jun.17, 2008
Supervisor Eli C.Wang 5 100% Reappointment Jun.17, 2008
Other mentionable items: 1.Organization and Responsibilities of Supervisors:
A. Communications with company employees and shareholders: In ACC, the labor relation is harmonious, information is open, and communication channels among different functions and levels are unblocked. Therefore, there is no affair with which company employees and shareholders should communicate.
B. Communications with internal audit manager and CPA: (1) Internal audit manager seasonally report audit business to Supervisors:
a. The progress of meeting resolutions. b. The execution of audit works of current quarter. c. The plans of audit works of next quarter.
(2) CPA and accounting manager report financial and operation business to supervisors every half year.
(3) All supervisors attend meetings in person, except Supervisor, L.T. Chang, in Shanghai by video conference.
2. If supervisors make any statement in BOD meetings, the following information should be disclosed- the date of BOD, the term of BOD, the contents and resolutions of motions, and the follow-up of supervisors’ statements: In the recent fiscal year, Supervisors attended BOD meeting and occasionally participated in discussion. No opposition has been made by Supervisors to any motions and company policies.
26
Best-Practice Principles for TWSE/GTSM Listed Companies”
Item Implementation Status
1.Shareholding Structure & Shareholders’ Rights
(1)Method of handling shareholder suggestions or complaints
The Company has appointed spokesman or his deputy as well as its affiliated stock agency, Oriental Security Corporation, to handle these issues.
No Discrepancies.
(2)The Company’s possession of a list of major shareholders and a list of ultimate owners of these major shareholders
The Company keeps tracking the list of shareholders and follows the Article 3 of Market Information Post Regulation Reporting by Listed Companies to post related information within one month after the end of annual shareholders’ meetings of ACC’s major shareholders.
No Discrepancies.
(3)Risk management mechanism and “firewall” between the Company and its affiliates
In addition to enacting “Regulations for Monitoring Subsidiaries” as the risk management mechanism for its subsidiaries, the Company has also enacted “Regulations for Managing Client’s Credit” and assigned the specific Credit Committee to be responsible for risk control of accounts receivable. Meanwhile, to establish risk management and firewall, we have signed up with affiliates for “Procedures of Assets Acquisition and Disposal”, “Procedures for Loaning of funds to Others”, “Procedures for Endorsement and Guarantee,” and “Rules on the Management of Related Party Transaction.”
No Discrepancies.
(1)Independent Directors
The Company has no independent directors.
The independent directors will be set up upon the requirement of law. The directors and supervisors elected by the Company are the trust worthy persons. Their excellent backgrounds and experiences of independent directors and supervisors enable them to fulfill the mission of supervising the Company’s operation.
(2)Regular evaluation of CPAs’ independence
To regularly make sure the independence of Certified Public Account (CPA), the Company requires CPA to attend meetings of BOD and make the auditing report.
No Discrepancies.
3.Communication channel with stakeholders
All proposals or inquiries from interest-conflicting parties shall be well conducted by spokesman of the Company or his deputy as well as its affiliated stock agency, Oriental Security Corporation.
No Discrepancies.
4.Information Disclosure (1)Establishment of a corporate
website to disclose information regarding the Company’s financials, business and corporate governance status
(2)Other information disclosure channels (e.g., maintaining an English-language website, appointing responsible people to handle information collection and disclosure, appointing spokespersons, webcasting investors conference)
Please refer the Company’s website at: http://www.acc.com.tw The Company has spokesperson, deputy spokesperson and appoints specific person regularly disclose relevant information as required. The Company will convene the institutional investors’ conference upon request and post relevant information on MOPS and ACC website.
No Discrepancies. No Discrepancies.
5.Operations of the Company’s Nomination Committee, Compensation Committee, or other committees of the Board of Directors
The Company has not yet set up such committees. Such committees will be set up upon the requirement of law.
6. If the Company has established corporate governance principles based on “Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies”, please describe any discrepancy between the principles and their implementation: The Company has no specific chapter stipulating corporate governance principles based on “Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies”. Relevant regulations have been applied explicitly in the context of the Company’s rules and bylaws.
7. Other important information to facilitate better understanding of the Company’s corporate governance practices (e.g., employee rights, employee wellness, investor relations, supplier relations, rights of stakeholders, directors’ and supervisors’ training records, the implementation of risk management policies and risk evaluation measures, the implementation of customer relations policies, and purchasing insurance for directors and supervisors): (1) Status of employee rights and employee wellness:
Please refer to the “Labor Relation” section on page 61-64 of this Annual Report. (2) Investor Relations:
ACC shareholders can access to present operation and future development of the Company by regular Shareholders’ meeting, and get important information through company website and Market Observation Post System. If shareholders have questions, the answers will be offered through spokesman system and the agent for stock affair, Oriental Securities Corporation. For many years, the excellent performance of the Company can meet investors’ expectation.
28
Deviations from “Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies” and reasons
(3) Supplier relations: The Company regards our suppliers as partners. Except requiring good service, high quality, and reasonable prices to our suppliers, the Company also brings our construction contractors into PDCA Cycle in the safety management system, and set up safety regulations for contractors, such as access control and issuing construction permission, and holds training courses to help contractors fulfill safety requirements.
(4) The training for directors and supervisors: All of our directors and supervisors proactively participate in training courses. On 2009/7/2, the training center of Far Eastern New Century Corp. of the Far Eastern Group has arranged ACC directors and supervisors to attend ‘Practice of Board of Directors” and “Study of Corporate Governance” (3 hours) held by Taiwan Academy of Banking and Finance.
(5) Responsibility insurance purchase for directors and supervisors: None. 8. If the Company has implemented a self corporate governance evaluation or has authorized any other
professional organization to conduct such an evaluation, the evaluation results, major deficiencies or suggestions, and improvements are stated as follows: None
Corporate social responsibility: ACC’s achievement to environment protection, neighbor communities, social welfare, human rights, and other social activities:
Please refer to page 59-61, “Expenditures on Environmental Protection” for detail information about: 1. ISO-14001 environment management system. 2. Air pollution prevention. 3. Greening & Beautification for quarry restoration. 4. Major items of future environmental protection work. 5. Fulfill social responsibilities.
Consumers’ rights:
To protect consumers’ rights, the Company sets up consumer services to manage consumers’ complaints from domestic and oversea clients. The Hsinchu and Hualien plants will manage our product quality to meet out customer’s need.
A ccess to Corporate Governance Best-Practice Principles and relevant regulations: None.
Any other important information to facilitate better understanding of the Company’s corporate governance practices: None.
During the most recent fiscal year and the current fiscal year up to the date of printing of this annual report, any punishment occurred for the Company and its employees violating laws, and any punishment, fault and improvement occurred for the Company’s employees against the regulations of Internal Audit System: None.
To appoint certified accountants to audit internal audit system: None.
The training for managers: All managers are required to participate in training courses held by the Company and relevant institutions. All ACC managers attended “The Study of Corporate Governance” held by Taiwan Academy of Banking and Finance for three hours on July 2, 2009.
29
Date: March 22, 2010 Asia Cement Corporation(ACC) has conducted a self-inspection of internal control system
during 2009. The results are as follows: ACC acknowledges that the implementation and maintenance of internal control system is
the responsibility of Board of Directors and managerial level, and ACC has established such system. It is aimed to reasonably ensure that the goals such as effective and efficient operations (including profitability, performance, and safeguard of assets), the reliability of financial reports, and the compliance with applicable laws and regulations are achieved.
The internal control system has its inherent limitations; whatever a perfect design is, an internal control system can provide only reasonable assurance that the above-mentioned goals will be achieved; besides, owing to the change of environment and circumstances, the effectiveness of internal control system will be changed accordingly. However, the internal control system of ACC is equipped with self-monitoring mechanisms and ACC will take corrective action once defect is identified.
According to the criteria for the internal control system as specified in “Guidelines for Implementation of Establishing Internal Control System by Public Listed Companies”(hereinafter referred to as “Guidelines,”) ACC evaluates the effectiveness of its internal control system. The said Guidelines divide internal control system into five components: (1) Control Environment, (2) Risk Assessment and Responses, (3) Control Operations, (4) Information and Communication, and (5) Monitoring. Each component includes certain items. For the foregoing items, please refer to “Guidelines”.
ACC has adopted the aforesaid criteria for internal control system to evaluate the effectiveness of design and implementation of internal control system.
Based on the findings of the evaluation mentioned in the preceding paragraph, ACC believes that as at December 31, 2009 its internal control system (including its supervision of subsidiaries), encompassing internal controls for knowledge of the degree of achievement of operational effectiveness and efficiency objectives, reliability of financial reporting, and compliance with applicable laws and regulations, was effectively designed and operating, and reasonably assured the achievement of the above-stated objectives.
This statement comprises the entire annual report and public brochure, and will be publicly disclosed. If the aforesaid statement has any unlawful attempt such as pretence and concealment, ACC will assume the legal responsibilities according to Article 20, 32, 171 and 174 of Securities and Exchange Law.
This statement has been approved by ACC Board of Directors at the meeting of March 22, 2010 with 12 directors in presence and none disagreement with the content of this statement.
Asia Cement Corporation
3.3.5 Major Resolutions of Shareholders’ Meeting and Board Meetings
1. Major resolution of 2009 Regular Shareholders’ Meeting Date Major resolutions
2009/06/09
1. Acceptance of 2008 financial statements. 2. Acceptance of the proposal for distribution of 2008 profits. 3. Acceptance for a new share issue through capitalization of earnings. 4. Amendment to the Procedures for Loaning of Fund to Others. 5. Amendment to the Procedures for Endorsement & Guarantee.
Execution Status
1. Major resolutions of the Shareholders’ meeting have been fully implemented. 2. The record date for distribution of 2008 profits was August 30, 2009. Cash
dividends have been distributed on September 29, 2009. 3. The new share issue through capitalization of earnings has been proved by the
Financial Supervisory Commission on July 14, 2009. 4. Amendment to the Procedures for Loaning of Fund to Others and the
Procedures for Endorsement & Guarantee has been post on the Market Observation Post System.
2. Major Resolutions of the Board of Directors
Directors and Supervisors have no opposition to major resolutions in the year of 2009 and up to April 30, 2010.
Item Date Major resolutions
4th Meeting of 23rd
2009/03/25
1. Acceptance of 2008 financial report. 2. Acceptance of 2008 consolidated financial report. 3. Acceptance of the distribution of 2008 profits. 4. Acceptance of new share issue through capitalization of 2008
earnings. 5. Acceptance of 2009 CPA service fee of Deloitte & Touche. 6. Acceptance of the date and relevant issues of 2009 Regular
Shareholders’ Meeting. 7. Acceptance of the amendment to the Procedures for Loaning of Fund
to Others and the Procedures for Endorsement & Guarantee. 8. Acceptance to issue 2008 Statement of Internal Control System.
5th Meeting of 23rd
2009/07/29
1. To decide the ex-dividend date for distribution of cash dividends, the ex-right date for capital increase, and the closing date for stock transference.
2. Amendment to the Rules to Authorize Duties.
6th Meeting of 23rd
2009/08/28
1. Acceptance of the 2009 semi-annual financial statements. 2. Acceptance of the 2009 consolidated semi-annual financial
statements. 3. Acceptance of Cross Currency Swap Deal (US$80 million) with Far
Eastern International Bank. 4. Amendment to “Internal Control System” and “Internal Auditing
System & Relevant Rules.” 5. Acceptance of the donation of NT$12 million to the Morak post-disaster
reconstruction.
31
2009/12/21
1. Acceptance of 2010 business budget. 2. Acceptance of 2010 capital expenditure budget. 3. Acceptance of 2010 audit plan. 4. Acceptance to issue unsecured ordinary corporate bond in once or
separately, the total amount not exceeding NT$5 billion. 5. Acceptance of “the Procedure Dealing with Internal Material
Information.” 6. Amendment to “Internal Control System” and “Internal Auditing
System & Relevant Rules.” 7. Acceptance of authorizing the Finance Vice President to review the
assessment reports about the derivative deal of Cross Currency Swap (US$ 80 million) with Far Eastern International Bank in compliance with government regulations.
8. Acceptance of the donation of NT$ 90,000,000 to Far Eastern Y.Z. Hsu Science and Technology Memorial Foundation.
8th Meeting of 23rd
2010/03/22
1. Acceptance of 2009 financial statements. 2. Acceptance of 2009 consolidated financial statements. 3. Acceptance of the proposal for distribution of 2009 profits. 4. Acceptance of the proposal for a new share issue through
capitalization of earnings. 5. Acceptance of 2010 CPA service fee of Deloitte & Touche. 6. Acceptance to increase capital expenditure budget for installation of
packing facilities in Keelung Station. 7. Acceptance of the date and relevant issues of 2010 Regular
Shareholders’ Meeting. 8. Acceptance to apply unsecured commercial paper for five-year,
amounted NTD$ 1 billion, to Mega Bills Finance Co., LTD to strengthen middle and long term working capitals and financial structure.
9. Acceptance to issue 2009 Statement of Internal Control System. 10. Acceptance of the amendment to the Procedures for Loaning of
Fund to Others and the Procedures for Endorsement & Guarantee.
In the most recent fiscal year or during the current fiscal year up to the printing date of the annual report, there are no persons with responsibility of financial statements (including chairman, president, accounting supervisor, and audit supervisor, etc.) taking resignation or being laid off.
The Board of Director approved “the Procedure Dealing with Internal Material Information
of Asia Cement Corporation” on December 21, 2009. This Procedure has been posted on the Company’s electronic bulletin board.
32
Name of Accounting Firm Name of Accountant Auditing period
Note
Unit: NT$
Item Bracket
Under NT$2,000 thousands V 176,000 NT$2,000 thousands4,000 thousands
NT$4,000 thousands6,000 thousands
NT$8,000 thousands10,000 thousands
Over NT$10,000 thousands
2. Change of CPA in recent two fiscal years and subsequent periods:
The Company originally commissioned Accountant Hsin Wei Tai and Li Wen Kuo of
Deloitte & Touche- Taiwan to audit the financial statements. Due to function adjustments in
Deloitte & Touche- Taiwan, since the first half of 2008 the audit has been commissioned to
Accountant Hsin Wei Tai and You Wei Fan.
3. The ACC Chairman, President, and managers who are responsible for finance and accounting
do not have any position at CPA Firm or its affiliated companies in the most recent fiscal year.
4. Relevant licenses and certificates obtained about transparent financial information:
Department Name Title Licenses and Certificates
Finance Doris Wu Vice President CPA, Taiwan and United States
Finance Yu Ling Yang Project Manager CPA, Taiwan
Accounting Jian Wei Chiou Accounting Personnel CPA, Taiwan
Accounting Tsung Min Sung Accounting Personnel Certified Internal Auditor
Auditing Chi Wen Lu Superintendent Certified Internal Auditor
C orporate G
overnance R eport
3.5 Changes in Shareholding of Directors, Supervisors, Managers and Major Shareholders Shareholdings Held as of
Jan. 1, 2009 Net change in Shareholding
Shareholdings Held as of Dec. 31, 2009
Net change in Shareholding
Shares Held
Shares Pledged
Shares Held
Shares Held
% Shares Pledged
Holding shares
Increase (Decrease)
Pledged shares
Increase (Decrease)
Shares Held
% Shares Pledged
Holding shares
Increase (Decrease)
Pledged shares
Increase (Decrease)
Shares Held
% Shares Pledged
Chairman Douglas Tong Hsu 20,074,271 0.69% 0 602,228 0 20,676,499 0.69% 0 0 0 20,676,499 0.69% 0 Far Eastern New Century Corp.
697,216,230 24.05% 22,288,000 (30,583,514) 0 666,632,716 22.33% 22,288,000 0 0 666,632,716 22.33% 22,288,000
Representative: Johnny Shih 693,119 0.02% 0 20,793 0 713,912 0.02% 0 0 0 713,912 0.02% 0 Representative: T.H. Chang 396,127 0.01% 0 11,883 0 408,010 0.01% 0 0 0 408,010 0.01% 0 Representative: C.V. Chen 291,850 0.01% 0 8,755 0 300,605 0.01% 0 0 0 300,605 0.01% 0
Director
Representative: Jin-Der Ou 0 0.00% 0 0 0 0 0.00% 0 0 0 0 0.00% 0 U-Ming Corp. 1,298,356 0.04% 0 38,950 0 1,337,306 0.04% 0 0 0 1,337,306 0.04% 0
Director Representative: Ta-Chou Huang
0 0.00% 0 0 0 0 0.00% 0 0 0 0 0.00% 0
X.Z. Ying-Chai Memorial Foundation
11,404,127 0.39% 0 342,123 0 11,746,250 0.39% 0 0 0 11,746,250 0.39% 0 Director
Representative: H.S. Ying 9,234,869 0.32% 0 277,046 0 9,511,915 0.32% 0 0 0 9,511,915 0.32% 0
Director Far Eastern Y.Z. Hsu Science and Technology Memorial Foundation
2,885,416 0.10% 0 644,822 0 3,530,238 0.12% 0 0 0 3,530,238 0.12% 0
Yue Ding Industry Co., Ltd. 635,290 0.02% 0 1,048,028 0 1,683,318 0.06% 0 0 0 1,683,318 0.06% 0 Director
Representative: K.Y. Lee 2,036,510 0.07% 0 61,095 0 2,097,605 0.07% 0 0 0 2,097,605 0.07% 0 Director Peter Hsu 7,910,602 0.27% 0 709,058 0 8,619,660 0.29% 0 0 0 8,619,660 0.29% 0
Huey Kang Investment Corp.
4,171,606 0.14% 0 125,148 0 4,296,754 0.14% 0 0 0 4,296,754 0.14% 0 Director
Representative: Connie Hsu 12,301,316 0.42% 0 369,039 0 12,670,355 0.42% 0 0 0 12,670,355 0.42% 0 Director K.T. Li 554,443 0.02% 0 16,633 0 571,076 0.02% 0 0 0 571,076 0.02% 0 Director Kao Chao Lee 0 0.00% 0 0 0 0 0.00% 0 0 0 0 0.00% 0
Bai-Yang Investment Holdings Corp.
3,319,625 0.11% 0 99,588 0 3,419,213 0.11% 0 0 0 3,419,213 0.11% 0 Supervisor
Representative: Champion Lee
0 0.00% 0 0 0 0 0.00% 0 0 0 0 0.00% 0
Far Eastern Medical Foundation
156,575,660 5.40% 24,500,000 4,697,269 0 161,272,929 5.40% 24,500,000 0 0 161,272,929 5.40% 24,500,000 Supervisor
Representative: S.Y. Wang 133,529 0.00% 0 4,005 0 137,534 0.00% 0 0 0 137,534 0.00% 0 Kai-Yuan International Investment Holdings Corp.
11,045,552 0.38% 0 331,366 0 11,376,918 0.38% 0 4,250,000 0 15,626,918 0.52% 0 Supervisor
Representative: L.T. Chang 0 0.00% 0 0 0 0 0.00% 0 0 0 0 0.00% 0 Supervisor T.Y. Tung 3,461,413 0.12% 3,320,000 103,842 0 3,565,255 0.12% 3,320,000 0 0 3,565,255 0.12% 3,320,000 Supervisor Eli C. Wang 0 0.00% 0 0 0 0 0.00% 0 0 0 0 0.00% 0 President K.Y. Lee 2,036,510 0.07% 0 61,095 0 2,097,605 0.07% 0 0 0 2,097,605 0.07% 0
- 34 - 34
Net change in Shareholding
Net change in Shareholding
Shares Held
Shares Pledged
Shares Held
Shares Held
% Shares Pledged
Holding shares
Increase (Decrease)
Pledged shares
Increase (Decrease)
Shares Held
% Shares Pledged
Holding shares
Increase (Decrease)
Pledged shares
Increase (Decrease)
Shares Held
% Shares Pledged
Chief Executive
Vice President
Y.F. Chang 703 0.00% 0 21 0 724 0.00% 0 0 0 724 0.00% 0
Executive Vice
President R.H. Shao 66,069 0.00% 0 1,982 0 68,051 0.00% 0 0 0 68,051 0.00% 0
Chief Auditor
Y.M. Shih 0 0.00% 0 0 0 0 0.00% 0 0 0 0 0.00% 0
Vice President
Doris Wu 0 0.00% 0 0 0 0 0.00% 0 0 0 0 0.00% 0
Vice President
C.M. Chen 34,325 0.00% 0 1,029 0 35,354 0.00% 0 0 0 35,354 0.00% 0
Vice President
W.K. Chou 4,282 0.00% 0 128 0 4,410 0.00% 0 0 0 4,410 0.00% 0
General Plant
Manager Z.P. Chang 29,322 0.00% 0 879 0 30,201 0.00% 0 0 0 30,201 0.00% 0
Manager of the Hsinchu
Plant Z.F. Lin 8,531 0.00% 0 255 0 8,786 0.00% 0 0 0 8,786 0.00% 0
Assistant Vice
President C.P. Su 11,793 0.00% 0 353 0 12,146 0.00% 0 0 0 12,146 0.00% 0
Assistant Vice
President T.L. Yu 34 0.00% 0 1 0 35 0.00% 0 0 0 35 0.00% 0
Manager W.H. Yeh 0 0.00% 0 0 0 0 0.00% 0 0 0 0 0.00% 0 Manager T.W. Huang Fu 17,704 0.00% 0 531 0 18,235 0.00% 0 0 0 18,235 0.00% 0 Manager H.T. Peng 0 0.00% 0 0 0 0 0.00% 0 0 0 0 0.00% 0 Manager Manfred Wang 0 0.00% 0 0 0 0 0.00% 0 0 0 0 0.00% 0 Manager M.C. Chen 0 0.00% 0 0 0 0 0.00% 0 0 0 0 0.00% 0
Major shareholder
697,216,230 24.05% 22,288,000 (30,583,514) 0 666,632,716 22.33% 22,288,000 0 0 666,632,716 22.33% 22,288,000
Capital in the beginning of 2009: 2,898,772,314 shares. Capital in the end of 2009: 2,985,735,483 shares.
C orporate G
overnance R eport
- 35 - 35
3.6 Information Disclosing the Relationship between any of the Company’s Top 10 Shareholders
Shares Held Shares of Spouse &
Minor
of Others
The name and relation of top10 shareholders who mutually have relations that meet the definition of the “affiliate” in Financial
Accounting Principle Article No.6 Name
Shares % Shares % Shares % Name Relation 0 0% 0 0% Far Eastern Medical Foundation The Same Chairman 0 0% 0 0% Yu Yuan Investment Co., Ltd Non-related party
0 0% 0 0% Management Board of the Public Service Pension Fund Non-related party
0 0% 0 0% Far Eastern Department Stores Co., Ltd. The Same Chairman 0 0% 0 0% Bai Ding Investment Co., Ltd. The Same Chairman 0 0% 0 0% Yuan-Ze University The Same Chairman
0 0% 0 0% Labor Pension Fund Committee of Far Eastern New Century Corporation Non-related party
0 0% 0 0% Yu Chang Investment Co., Ltd. Non-related party
Far Eastern New Century Corp. 666,632,716 22.33%
0 0% 0 0% Labor Pension Fund Supervisory Committee of Asia Cement Corporation Non-related party
0 0% 0 0% Far Eastern New Century Corporation The Same Chairman 0 0% 0 0% Yu Yuan Investment Co., Ltd Non-related party
0 0% 0 0% Management Board of the Public Service Pension Fund Non-related party
0 0% 0 0% Far Eastern Department Stores Co., Ltd. The Same Chairman 0 0% 0 0% Bai Ding Investment Co., Ltd. The Same Chairman 0 0% 0 0% Yuan-Ze University The Same Chairman
0 0% 0 0% Labor Pension Fund Committee of Far Eastern New Century Corporation Non-related party
0 0% 0 0% Yu Chang Investment Co., Ltd. Non-related party
Far Eastern Medical Foundation
161,272,929 5.40%
0 0% 0 0% Labor Pension Fund Supervisory Committee of Asia Cement Corporation Non-related party
0 0% 0 0% Far Eastern New Century Corporation Non-related party 0 0% 0 0% Far Eastern Medical Foundation Non-related party
0 0% 0 0% Management Board of the Public Service Pension Fund Non-related party
0 0% 0 0% Far Eastern Department Stores Co., Ltd. Non-related party 0 0% 0 0% Bai Ding Investment Co., Ltd. Non-related party 0 0% 0 0% Yuan-Ze University Non-related party
0 0% 0 0% Labor Pension Fund Committee of Far Eastern New Century Corporation Non-related party
0 0% 0 0% Yu Chang Investment Co., Ltd. Non-related party
Yu Yuan Investment Co., Ltd 158,708,305 5.32%
0 0% 0 0% Labor Pension Fund Supervisory Committee of Asia Cement Corporation Non-related party
- 36 - 36
Minor
of Others
The name and relation of top10 shareholders who mutually have relations that meet the definition of the “affiliate” in Financial
Accounting Principle Article No.6 Name
Shares % Shares % Shares % Name Relation 0 0% 0 0% Far Eastern New Century Corporation Non-related party 0 0% 0 0% Far Eastern Medical Foundation Non-related party 0 0% 0 0% Yu Yuan Investment Co., Ltd Non-related party 0 0% 0 0% Far Eastern Department Stores Co., Ltd. Non-related party 0 0% 0 0% Bai Ding Investment Co., Ltd. Non-related party 0 0% 0 0% Yuan-Ze University Non-related party
0 0% 0 0% Labor Pension Fund Committee of Far Eastern New Century Corporation Non-related party
0 0% 0 0% Yu Chang Investment Co., Ltd. Non-related party
Management Board of the Public Service Pension Fund
55,572,366 1.86%
0 0% 0 0% Labor Pension Fund Supervisory Committee of Asia Cement Corporation Non-related party
0 0% 0 0% Far Eastern New Century Corporation The Same Chairman 0 0% 0 0% Far Eastern Medical Foundation The Same Chairman
0 0% 0 0% Yu Yuan Investment Co., Ltd Non-related party
0 0% 0 0% Management Board of the Public Service Pension Fund
Non-related party
0 0% 0 0% Bai Ding Investment Co., Ltd. The Same Chairman 0 0% 0 0% Yuan-Ze University The Same Chairman
0 0% 0 0% Labor Pension Fund Committee of Far Eastern New Century Corporation
Non-related party
0 0% 0 0% Yu Chang Investment Co., Ltd. Non-related party
Far Eastern Department Stores Co., Ltd. 54,376,594 1.82%
0 0% 0 0% Labor Pension Fund Supervisory Committee of Asia Cement Corporation
Non-related party
0 0% 0 0% Far Eastern New Century Corporation The Same Chairman 0 0% 0 0% Far Eastern Medical Foundation The Same Chairman 0 0% 0 0% Yu Yuan Investment Co., Ltd Non-related party
0 0% 0 0% Management Board of the Public Service Pension Fund
Non-related party
0 0% 0 0% Far Eastern Department Stores Co., Ltd. The Same Chairman 0 0% 0 0% Yuan-Ze University The Same Chairman
0 0% 0 0% Labor Pension Fund Committee of Far Eastern New Century Corporation
Non-related party
0 0% 0 0% Yu Chang Investment Co., Ltd. Non-related party
Bai Ding Investment Co., Ltd 48,089,052 1.61%
0 0% 0 0% Labor Pension Fund Supervisory Committee of Asia Cement Corporation
Non-related party
Minor
of Others
The name and relation of top10 shareholders who mutually have relations that meet the definition of the “affiliate” in Financial
Accounting Principle Article No.6 Name
Shares % Shares % Shares % Name Relation 0 0% 0 0% Far Eastern New Century Corporation The Same Chairman 0 0% 0 0% Far Eastern Medical Foundation The Same Chairman 0 0% 0 0% Yu Yuan Investment Co., Ltd Non-related party
0 0% 0 0% Management Board of the Public Service Pension Fund
Non-related party
0 0% 0 0% Far Eastern Department Stores Co., Ltd. The Same Chairman 0 0% 0 0% Bai Ding Investment Co., Ltd. The Same Chairman
0 0% 0 0% Labor Pension Fund Committee of Far Eastern New Century Corporation
Non-related party
0 0% 0 0% Yu Chang Investment Co., Ltd. Non-related party
Yuan-Ze University 42,190,502 1.41%
0 0% 0 0% Labor Pension Fund Supervisory Committee of Asia Cement Corporation
Non-related party
0 0% 0 0% Far Eastern New Century Corporation Non-related party 0 0% 0 0% Far Eastern Medical Foundation Non-related party 0 0% 0 0% Yu Yuan Investment Co., Ltd Non-related party
0 0% 0 0% Management Board of the Public Service Pension Fund
Non-related party
0 0% 0 0% Far Eastern Department Stores Co., Ltd. Non-related party 0 0% 0 0% Bai Ding Investment Co., Ltd. Non-related party 0 0% 0 0% Yuan-Ze University Non-related party 0 0% 0 0% Yu Chang Investment Co., Ltd. Non-related party
Labor Pension Fund Committee of Far Eastern New Century Corp.
33,608,167 1.13%
0 0% 0 0% Labor Pension Fund Supervisory Committee of Asia Cement Corporation
Non-related party
0 0% 0 0% Far Eastern New Century Corporation Non-related party 0 0% 0 0% Far Eastern Medical Foundation Non-related party 0 0% 0 0% Yu Yuan Investment Co., Ltd Non-related party
0 0% 0 0% Management Board of the Public Service Pension Fund
Non-related party
0 0% 0 0% Far Eastern Department Stores Co., Ltd. Non-related party 0 0% 0 0% Bai Ding Investment Co., Ltd. Non-related party 0 0% 0 0% Yuan-Ze University Non-related party
0 0% 0 0% Labor Pension Fund Committee of Far Eastern New Century Corporation
Non-related party
Yu Chang Investment Co., Ltd. 31,172,894 1.04%
0 0% 0 0% Labor Pension Fund Supervisory Committee of Asia Cement Corporation
Non-related party
- 38 - 38
Minor
of Others
The name and relation of top10 shareholders who mutually have relations that meet the definition of the “affiliate” in Financial
Accounting Principle Article No.6 Name
Shares % Shares % Shares % Name Relation 0 0% 0 0% Far Eastern New Century Corporation Non-related party 0 0% 0 0% Far Eastern Medical Foundation Non-related party 0 0% 0 0% Yu Yuan Investment Co., Ltd Non-related party