CSBC CORPORATION, TAIWAN.

Transcription

1 Stock Code: 2208 CSBC CORPORATION, TAIWAN 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 and Chinese versions, the Chinese version shall prevail. Taiwan Stock Exchange Market Observation Post System: CSBC Annual Report is available at: Printed on 06 08, 2017

2 Spokesperson Name: Tseng, Kuo-Cheng Title: Vice President Tel: Headquarters and Plant Headquarters Address: No. 3, Jhonggang Rd. Siaogang Dist. Kaohsiung 81234, Taiwan (R.O.C.) Tel: Deputy Spokesperson Name: Lin, Foung-Tang Title: Vice President Tel: Stock Transfer Agent Fubon Securities Co., Ltd. Address:169 Section 4 Jen Ai Rd. Taipei Taiwan (R.O.C.) Tel: Website: http// Plant-1 Address: No. 3, Jhonggang Rd. Siaogang Dist. Kaohsiung 81234, Taiwan (R.O.C.) Tel: Plant-2 Address: No. 224, Ho-1 Rd. Ho-Ping Island. Keelung 20203, Taiwan (R.O.C.) Tel: Auditors PricewaterhouseCoopers Taiwan Auditors: Liu, Tzu-Meng, Lin, Tzu-shu Address: 22F, 95 Minzu 2nd Rd. Kaohsiung, Taiwan (R.O.C.) Tel.: Website: http// Corporate Website Csbcnet.com.tw

3 Contents I. Letter to Shareholders... 3 II. Company Profile 2.1 Date of Incorporation Company History... 7 III. Corporate Governance Report 3.1 Organization Directors, Supervisors and Management Team Implementation of Corporate Governance Information Regarding the Company s Audit Fee and Independence Changes in Shareholding of Directors, Supervisors, Managers and Major Shareholders Relationship among the Top Ten Shareholders Ownership of Shares in Affiliated Enterprises IV. Capital Overview 4.1 Capital and Shares Bonds Global Depository Receipts Employee Stock Options Status of New Shares Issuance in Connection with Mergers and Acquisitions Financing Plans and Implementation V. Operational Highlights 5.1 Business Activities Market and Sales Overview Human Resources Environmental Protection Expenditure Labor Relations Important Contracts VI. Financial Information 6.1 Five-Year Financial Summary Five-Year Financial Analysis Supervisors /Audit Committee s Report in the Most Recent Year Financial Statements for the Years Ended December 31, 2016 and Consolidated Financial Statements for the Years Ended December 31, 2016 and VII. Review of Financial Conditions, Operating Results, and Risk Management 7.1 Analysis of Financial Status Analysis of Operation Results Analysis of Cash Flow The impact of the recent major capital expenditure on the financial business Financial impact on the Company for the year: No significant effect Analysis of Risk Management

4 VIII. Special Disclosure 8.1 Summary of Affiliated Companies Private Placement Securities in the Most Recent Years The Shares in the Company Held or Disposed of by Subsidiaries in the Most Recent Years

5 I. Letter to Shareholders Dear Shareholders, First of all, I would like to thank you for your continuing support throughout the year. CSBC has responded to the changing business climate by adopting an aggressive stance in strengthening our competitiveness. Total consolidated revenue(thousands) for 2016 was NT$15,747,699 thousands, a 26.61% decrease compared with NT$21,457,696 thousands in Net loss increased to NT$1,286,809 thousands, compared with 2015 net income of NT$472,784 thousands. Similarly, diluted earnings per share was down to NT$-1.73, compared with NT$0.63 a year earlier. The results of our operating performance in 2016, business plan for 2017, corporate development strategy, external competitive environment, regulatory environment, and macroeconomic conditions, are illustrated as follows: Operating Performance in Consolidated financial results Unit: NT$ thousands Percent Change (%) Net sales 15,747, % 21,457, % % Gross profit(loss) (1,060,228) -6.73% 994, % % Operating income(loss) (1,565,030) -9.94% 436, % % Pre-tax income(loss) (1,535,402) -9.75% 579, % % Net income(loss) (1,286,809) -8.17% 472, % % R&D expenses 102, % 155, % % Interest income 1, % 5, % % Interest expenses 36, % 13, % % Net sales amounted to NT$15,747,699 thousands and gross loss came in at NT$1,060,228 thousands in Due to decreased operating performance and higher costs and operating expenses compared to the year before, net loss increased by more than % from Budget implementation According to the Company s 2016 annual financial plan, our business failed our targets in revenue and net income, respectively. 3

6 3. Profitability analysis Debt to asset ratio (%) Long-term capital to property, plant and equipment (%) Current ratio (%) Accounts receivable turnover (times) Inventory turnover (times) Return on assets (%) Return on shareholders equity (%) Basic after-tax EPS (NT$) Research and development status In 2016, CSBC invested a total of NT$102,196 thousands in R&D for the ship researches as well as the development of new products. Having successfully 18 developed projects in 2016, it goes into application for CSBC. CSBC is committed to investing in long-term growth by delivering continuous innovations. Business Plan for Business objectives Reinforce product innovation and R&D to maintain competitive advantage; Integrate resources, lower costs, raise productive efficiency; Diversify into higher-margin and higher-growth businesses. 2. Sales forecast and sales policy CLARKSONS RESEARCH predicts a approximate 50% decrease in orderbook of world shipyard monitor. CSBC has established full production capacity step by step in recent years, upgraded technology and earned product development certification. The sales policy is outlined as follows in accordance with the projected sales volume of 306,829 CGTs in 2017: Maintain and establish an excellent brand image for the benefit of the client. Reinforce sensitivity and flexibility to sales changes in order to respond to market trends. 4

7 Development Strategy The Company s future performance is still very much dependent on an improvement in global economic growth; however, we will leverage our product portfolio, financial strength, intellectual property, human capital, and customer relationships to improve our operational efficiency. We aim to strike a balance between mid-term to long-term strategy development and short-term market demands. Our plan is to focus resources on high-margin products, and to lower production and operating costs. Our strong portfolio of intellectual property can be leveraged to create a formidable barrier to entry for competitors. The 2017 operating strategies of CSBC is outlined as follows: Increase productivity. Cost down. Implement schedule control(ckp). Strive for business. Reform Keelung shipyard. Strengthen education training. Diversify business layout. The Impact of the External Competitive Environment, Regulatory Environment, Macroeconomic Conditions, and Vision 1. External competitive environment The shipbuilding is mature in Taiwan. Competition is intense. The diversity and homogeneity of products, controlled distribution channels, imitation of business models, pricing pressures, and quality requirements have all made the competition environment brutal. CSBC has responded to the severe competition with excellent R&D and management to fulfill consumers demands for variety and to differentiate ourselves from competitors through outstanding quality and a reputable brand image. We are able to negotiate with the owners of distribution channels by offering good quality and popular products; therefore, we will continue to innovate and develop products that are needed by consumers, and become the leading brand in the market. 2. Regulatory environment Governments around the world are constantly adopting new tax, environmental, investment and labor regulations. CSBC stays up-to-date with changes in laws and regulations in all of our invested areas so appropriate adjustments and allocations can be made to company resources in order to respond to these environmental and legal changes. 5

8 3. Macroeconomic conditions With respect to the general business environment, global economic growth remains slow. Consumer confidence continues to be fragile, dampening market demand. By continuing to develop comprehensive shipbuilding technology and deepening our relationships with our clients, CSBC hopes to mitigate the adverse effects of the slowdown on overall market demand. Finally, we will continue to establish more integrated relationships with consumers, clients, and society as a whole, with the aim of achieving higher returns for our shareholders. Sincerely yours, Chairman CHENG,WEN-LON President CHEN,LIE-LIN 6

9 II. Company Profile 2.1 Date of Incorporation: November 07, Company History Year Milestones 1973 In July, "China Shipbuilding Company" was established, in November to obtain approval to set up registration January, "China Shipbuilding Company" started construction in Kaohsiung, and in May 31, 1976 to complete the construction In July, the "China Shipbuilding Company" was changed to "state-owned". In December, it completed the construction of Taiwan's first 440,000 DWT super-large tanker, the Bo Ma Endeavor In January, "China Shipbuilding Corporation" and "Taiwan Shipbuilding Company" were merged and reorganized to operate as "China Shipbuilding Company" with Taipei Office, Kaohsiung Plant and Keelung Plant. In July, it completed the construction of Taiwan's second 445,000 DWT super-large tanker, the "Bo Ma Enterprise" In January, Taipei company officially moved to Kaohsiung, Kaohsiung factory office and Kaohsiung In line with the business development and the need for privatization, the Company and Kaohsiung General Plant from May 1 of the same year, staff and business mergers April 1, the Securities and Exchange Bureau approved the first time for the company to apply for public offering of shares declaration. July 30 to complete the application to the Stock Exchange listed delivery. December 22 The Company listed and completed the privatization January 14 by the Republic of China annual top ten enterprises Golden Torch Award On November 29, he was awarded the "2013 Taiwan Enterprise Sustainability Award" - "Taiwan Top50 Enterprise Sustainability Report Award" manufacturing excellence On October 30, he was awarded the "12th National Brand Yushan Award" - "Outstanding Enterprise" National Award; December 21 was awarded the "24th Taiwan Excellence Award." 2016.November 20, 2016 was awarded the "Taiwan Enterprise Sustainability Report Award" traditional manufacturing silver medal; December 23, 2016 was awarded the "Sustainable Governance Practice Award.".Achieved "2016 TIPS basic verification" and the 18th outstanding enterprise Jinfeng Award: Ten outstanding innovation research and development. 7

10 III. Corporate Governance Report 3.1 Organization Organizational Chart Shareholder's Meeting Remuneration Committee Audit Office Board of Director Chairman The Audit Committee Secretariat Office President Executive Vice President Executive Vice President Executive Vice President Executive Vice President Innovation and Research Center Department of Information Technology Department of Sales Department of Material Department of Design Submarine Development Center of CSBC Legal Affairs Department of Financial Analysis Machinery Works Department of Accounting Department of Human Resources and Administration Department of Occupational Safety and Health Department of Quality Assurance Keelung Yard Ship Repair Works Department Of Planning Hull Works Outfitting Works Department of Environmental Protection and Public Utilities Dock Master's Office Major Corporate Functions:Please refer to page 11 of the Chinese annual 8

11 Title Director Director Director 3.2 Directors, Supervisors and Management Team Directors and Supervisors The 15th Directors Nationality/ Country of Origin Republic of China Republic of China Republic of China Name gender LAI, SUN-QUAE (Ministryof Economic Affairs Representative) WU,FONG-SHENG (Ministry of Economic Affairs Representative) Su, Wei-Jin (Ministry of Economic Affairs Representative) male male male Date Elected 06 26, , , 2014 Term (Years) Date First Elected Shareholding when Elected Current Shareholding Spouse & Minor Shareholding Shareholding by Nominee Arrangement Experience(Education) Other Position Executives, Directors or Supervisors who are spouses or within two degrees of kinship Shares % Shares % Shares % Shares % Title Name Relation 07 04, ,612, % 249,612, % , ,612, % 249,612, % , ,612, % 249,612, % Director-General, Small and Medium Enterprise Administration, Ministry of Economic Affairs (DBA, National Taipei University).Chairman of Tang Eng Iron Works Co., Ltd..Counselor of the Ministry of Economic Affairs (Master, Graduate Institute of Sociology, National Taiwan University).Assistant Vice President, China Steel Corporation (Taipei Institute of Technology) Chairman of CSBC, Taiwan Deputy Commissioner and Chief Executive of State-owned Enterprise Commission, Ministry of Economic Affairs Chairman of CS ALUMINIUM CORPORATION

12 Director Director Director Director Republic of China Republic of China Republic of China Republic of China FANG, MING-CHUNG (Ministry of Economic Affairs Representative) CHEN, YUNG-TSUNG (Ministry of Economic Affairs Representative) HUANG, JIH-CHIN (Ministry of Economic Affairs Representative) LAN, SYU-CING (Ministry of Economic Affairs Representative) male male male male 06 26, , , , , ,612, % 249,612, % , ,612, % 249,612, % , ,612, % 249,612, % , ,612, % 249,612, % Vice Dean of Academic Affairs, National Cheng Kung University; Chairman and Dean of Department of Systems & Naval Mechatronic Engineering, National Cheng Kung University (Ph.D., Stevens Institute of Technology, USA).Executive Officer and Chief of State-owed Enterprise Commission, Ministry of Economic Affairs (Master, Graduate Institute of Chemical Engineering, National Central University).Supervisor, Director and Managing Director, CSBC Labor Union (Graduated from Sheet Metal Department, National Tainan Industrial High School).Senior Technician, Keelung Yard, CSBC (Department of Navigation, National Keelung Maritime Vocational High School) Director of Fishing Vessel and Marine Machinery Research Center, National Cheng Kung University Deputy Chief of Second Division,State-o wned Enterprise Commission, Ministry of Economic Affairs Chairman of Employees Welfare Committee, CSBC Chairman, CSBC Keelung Yard Labor Union

13 Director Director Director Director Director Republic of China Republic of China Republic of China Republic of China Republic of China LEE, SHAO-YI CPC (Corporation, Taiwan Representative) LIU, JIH-GANG (China Steel Representative) Yue-Li Investment Corporation HOU, DE-LONG (Kaohsiung City Representative of Industrial Labor Union of CSBC) HSIEH, KUO-JUNG Kaohsiung City Representative of Industrial Labor Union of CSBC male male male male male 06 26, , , , , , , , , , ,030, % 47,030, % ,414, % 18,414, % Deputy Division Chief, Executive Officer and Section Chief, State-owned Enterprise Commission, Ministry of Economic Affairs (EMBA, National Sun Yat-sen University).Assistant Vice President, China Steel Corporation (Taiwan University ) Director of Taiwan Water Corporation Vice President of China Steel Corporation ,246, % 5,246, % , % 813, % , % 813, % Chairman, Industrial Labor Union, CSBC; Chairman, Employees Welfare Committee, CSBC; Chairman, Kaohsiung City Confederation of Trade Union ( Department of Electric Engineering, Kaohsiung Municipal Kaohsiung Industrial High School ).Chairman of CSBC Corporation, Taiwan Staff Welfare Committee (Graduated from Department of Marine Engineering, Kaohsiung Institute of Marine Technology ) Technician of CSBC; Representative of Industrial Labor Union, CSBC Technician of CSBC; Representative of Industrial Labor Union, CSBC

14 Independent director Independent director Independent director Republic of China Republic of China Republic of China Independent Director KU, CHIA-HUNG Independent Director WANG, CHIA-NAN Independent Director LO, CHUNG-MIN male male male 06 26, , , , , , % % % % % % President, National Kaohsiung First University of Science and Technology (Ph.D. in Mechanical Engineering, University of Notre Dame, USA ).Assistant Manager, Taiwan Semiconductor Manufacturing Company Limited (Ph.D. in Industrial Engineering and Management, National Chiao Tung University).Assistant Professor, Department of Applied Economics, Yu Da University of Science and Technology (DBA, National Taipei University) President, China University of Technology Associate Professor, Department of Industrial Engineering and Management, National Kaohsiung University of Applied Sciences Associate Professor, Department of Business Administration, Yu Da University of Science and Technology Notes: (1)Starting from the 15th Board of Directors, there is no supervisor, and an audit committee consisting of all independent directors is set up instead. (2)The tenure of the 15th Board of Directors is from June 26, 2013 to June 22,

15 Title Director Director Director The 16th Directors Nationality/ Country of Origin Name gender Republic of China Republic of China CHENG, WEN-LON (Ministryof Economic Affairs Representative) CHEN, LIE-LIN (Ministry of Economic Affairs Representative) male male Republic of China Huang, Ying-Fang (Ministry of Economic Affairs Representative) male Date Elected 06 23, , , 2016 Term (Years) Date First Elected 11 30, , , 2016 Shareholding when Elected Current Shareholding Spouse & Minor Shareholding Shareholding by Nominee Arrangement Experience(Education) Other Position 02 08, 2017 Executives, Directors or Supervisors who are spouses or within two degrees of kinship Shares % Shares % Shares % Shares % Title Name Relation 249,612, % 249,612, % ,612, % 249,612, % ,612, % 249,612, % Deputy Mayor, Kaohsiung City Government.Chairman of CSBC, Taiwan (Ph.D., University of Washington, USA).Vice President of CSBC (Graduated from Department of Marine Engineering, National Taiwan Ocean University).Hechun Technical College President, Head of the Department of Industrial Engineering and Management, Kaohsiung University of Applied Science and Technology, Director of the School of Nestle, Kaohsiung University of Applied Science and Technology (University of Pearce, UK) Chairman of CSBC, Taiwan President of CSBC, Taiwan National Kaohsiung University of Applied Sciences Industrial Engineering and Management Full-time professor

16 Director Director Director Director Director Republic of China Republic of China Republic of China Republic of China Republic of China FANG, MING-CHUNG (Ministry of Economic Affairs Representative) CHEN, YUNG-TSUNG (Ministry of Economic Affairs Representative) HUANG, JIH-CHIN (Ministry of Economic Affairs Representative) LAN, SYU-CING (Ministry of Economic Affairs Representative) CPC Corporation, Taiwan male male male male , , , , , , , , , , ,612, % 249,612, % ,612, % 249,612, % ,612, % 249,612, % ,612, % 249,612, % Vice Dean of Academic Affairs, National Cheng Kung University; Chairman and Dean of Department of Systems & Naval Mechatronic Engineering, National Cheng Kung University (Ph.D., Stevens Institute of Technology, USA).Executive Officer and Chief of State-owed Enterprise Commission, Ministry of Economic Affairs (Master, Graduate Institute of Chemical Engineering, National Central University).Supervisor, Director and Managing Director, CSBC Labor Union (Graduated from Sheet Metal Department, National Tainan Industrial High School).Senior Technician, Keelung Yard, CSBC (Department of Navigation, National Keelung Maritime Vocational High School) Director of Fishing Vessel and Marine Machinery Research Center, National Cheng Kung University Deputy Chief of Second Division,Stateowned Enterprise Commission, Ministry of Economic Affairs Chairman of Employees Welfare Committee, CSBC Chairman, CSBC Keelung Yard Labor Union ,030, % 47,030, %

17 Director Director Director Director Republic of China Republic of China Republic of China Republic of China Lee Xin-Min (China Steel Representative) Yue-Li Investment Corporation HOU, DE-LONG (Kaohsiung City Representative of Industrial Labor Union of CSBC) HSIEH, KUO-JUNG Kaohsiung City Representative of Industrial Labor Union of CSBC male - male male 11 17, , , , , , , , ,414, % 18,414, % Assistant Deputy General Manager of China Steel Corporat.President of China Steel Global Trading Corporation (MBA of University of California) Vice President of China Steel Corporation ,246, % 5,246, % , % 813, % , % 813, % Chairman, Industrial Labor Union, CSBC; Chairman, Employees Welfare Committee, CSBC; Chairman, Kaohsiung City Confederation of Trade Union ( Department of Electric Engineering, Kaohsiung Municipal Kaohsiung Industrial High School ).Chairman of CSBC Corporation, Taiwan Staff Welfare Committee (Graduated from Department of Marine Engineering, Kaohsiung Institute of Marine Technology ) Technician of CSBC; Representative of Industrial Labor Union, CSBC Technician of CSBC; Representative of Industrial Labor Union, CSBC

18 Independent Director Independent Director Independent Director Republic of China Independent Director LIN, HUI-JENG male 06 23, , President of National Penghu University of Science and Technology (Ph.D,Shipbuilding Engineering Institute, National Taiwan University) Republic of China Republic of China Independent Director FU, HO-CHUNG Independent Director LIEU, DER-MING male male 06 23, , , , President of Metal Industries Research & Developent Centre (Ph.D. in Institute of Materials Science, National Sun Yat-sen University ).Securities and futures management committee of the Ministry of Finance (.Ph.D.in Institute of Economics, Ohio State University, USA) Notes 1: The tenure of the 16th Board of Directors is from June 23, 2016 to June 22, Notes 2:CPC Corporation, Taiwan Representative be elected as a Director legal representative at June 23, Professor of Department of Engineering Science and Ocean Engineering,Na tional Taiwan University.Chun Yu Works & Co.,Ltd. Chairman(seco nded) Professor, National Kaohsiung University of Applied Sciences Professor, National Sun Yat-sen University - - -

19 Major shareholders of the institutional shareholders Name of Institutional Stockholder CPC Corporation, Taiwan China Steel Corporation (Note) Yue-Li Investment Corporation 17 Major Stockholder Dec. 31, 2016 Ministry of Economic Affairs 100% Ministry of Economic Affairs (MOEA) 20.00% Employee s Stock Trust of China Steel Corporation 4.42% Transglory Investment Corporation 1.58% Cathay Life Insurance Co., Ltd 1.21% Vanguard Emerging Markets Stock Index Fund 1.21% Winning Investment Corporation 1.01% Public Service Pension Fund 0.97% Bureau of Labor Insurance 0.96% Vanguard Total International Stock Index Fund 0.87% GIC Asset Management Private Limited 0.80% U-Ming Marine Transport Corporation 68.18% U-Ming Marine Transport (Singapore) Private Limited 31.82% Note: China Steel Corporation compiled the list of major stockholders on the base date of August 1, Major shareholders of the Company s major institutional shareholders Name of Institutional Shareholders Transglory Investment Corporation Winning Investment Corporation Cathay Life Insurance Co., Ltd. U-Ming Marine Transport Corporation(NOTE) Major Stockholder Dec. 31, 2016 China Steel Express Corporation 49.89% Chung Hung Steel Corporation 40.91% China Steel Chemical Corporation 9.20% Gains Investment Corporation 49.00% Maruichi Investment Corporation 42.00% Transglory Investment Corporation 9.00% Cathay Financial Holdings Co., Ltd. 100% Asia Cement Corporation 39.25% Nan Shan Life Insurance Co., Ltd. 2.90% Cathay Life Insurance Co. Ltd 2.84% Management Board of the Public Service Pension Fund 2.13% Bureau of Labor Insurance Fund 1.81% Yuan Ding Investment Corp. 1.05%

20 U-MingMarine Transport (Singapore)Private Limited Yu-yuan Investment Corp. 0.94% Vanguard Emerging Markets Stock Index Fund, A Series Of Vanguard International Equity Index Funds 0.93% Asia Investment Corp. 0.92% Ya Li Transtort Corp. 0.75% U-Ming Marine Transport Corporation (99.99%) 99.99% Note : As of July 13,2016(the record date of ex-cash dividend), the major stockholder of the U-Ming and the shareholding. 18

21 Professional qualifications and independence analysis of directors and supervisors Name Criteria Ministryof Economic Affairs Representative: CHENG, WEN-LON Ministry of Economic Affairs Representative: CHEN, LIE-LIN Ministry of Economic Affairs Representative: FANG, MING-CHUNG Ministry of Economic Affairs Representative: CHEN, YUNG-TSUNG Ministry of Economic Affairs Representative: Huang, Ying-Fang Ministry of Economic Affairs Representative: HUANG, JIH-CHIN Meet One of the Following Professional Qualification Requirements, Together with at Least Five Years Work Experience 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 Independence Criteria(Note) , 2017 Number of Other Public Companies in Which the Individual is Concurrently Serving as an Independent Director V V V - - V V V V V V V V - - V V V V V V V - - V - V V - V V V V V V V V V - V V V V V V V - - V - V V - V V V V V V V V V V V V V V

22 Ministry of Economic Affairs Representative: LAN, SYU-CING V V V V V V V - - CPC Corporation, TaiwanI China Steel Representative Lee Xin-Min - - V V V V V - - V V V - - Yue-Li Investment Corporation Kaohsiung City Representative of Industrial Labor Union of CSBC HOU, DE-LONG Kaohsiung City Representative of Industrial Labor Union of CSBC HSIEH, KUO-JUNG Independent Director LIN, HUI-JENG Independent Director FU, HO-CHUNG Independent Director LIEU, DER-MING V V V V V V V V V V V V V V - - V V V V V V V V V V V V V - V - V V V V V V V V V V V - V - V V V V V V V V V V V 1 Note: Please tick the corresponding boxes that apply to the directors or supervisors 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. Not applicable 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. 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 who directly holds 5% or more of the total number of outstanding shares of the Company or who holds shares ranking in the top five holdings. 20

23 6. Not a director, supervisor, officer, or shareholder holding 5% or more of the shares, of a specified company or institution which has a financial or business relationship with the Company. 7. Not a professional individual who is 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. These restrictions do not apply to any member of the remuneration committee who exercises powers pursuant to Article 7 of the Regulations Governing the Establishment and Exercise of Powers of Remuneration Committees of Companies whose Stock is Listed on the TWSE or Traded on the TPEx. 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 Law. 10. Not a governmental, juridical person or its representative as defined in Article 27 of the Company Law. 21

24 3.2.2 Management Team 03,23,2017 Unit:Share Title Nationality/ Country of Origin Name gender Date Effective Shareholding Spouse & Minor Shareholding Shareholding by Nominee Arrangement Experience(Education) Other Position Managers who are Spouses or Within Two Degrees of Kinship Shares % Shares % Shares % Title Name Relat ion President R.O.C Executive Vice President Executive Vice President Executive Vice President Executive Vice President R.O.C R.O.C R.O.C R.O.C CHEN,LIE -LIN TSENG, KUO- CHENG CHANG, CHIEH-TE LIN,FOU NG- TANG WEI,CH ENG-TZU male 08/24/ , % male 06/01/ , % male 06/01/ , % male 03/23/ male 03/23/ Bachelor degree 2.Director of Department of Planning 3.Executive Vice President 4.Senior Vice President 1.Master degree 2.Director of Department of Design 3.Senior Vice President 1.Bachelor degree 2.General Manager of Hull Works 3.Senior Vice President 1.Doctor degree 2.Director of Department of Design 3.Chief Supervisor 1.College degree 2.General Manager of Outfitting Works None Director of Ship and Ocean Industries R&D Center committee of CR classification society committee of CR classification society None

25 Secretary General Audit Office Auditor General Hull Works General Manager Department of Sales Director Department of Design Director Department of Material Director Department of Planning Director R.O.C R.O.C R.O.C R.O.C R.O.C R.O.C R.O.C WANG, CHEN-FU LIU,CHU NG-HE YU,MAO -HUA TSAI,KU N-TSUNG CHOU-C HIH- MING WU,HUI -TSAI LEE,YEN -CHIANG male 12/01/ male 12/01/ male 01/01/ , % male 01/01/ male 01/01/ , % male 09/01/ male 03/23/ , % 5, % Bachelor degree 2.Deputy Director of Department of Quality Assurance 1.Bachelor degree 2.Deputy Director of Department of Human Resources and Administration 1.Master degree 2.Deputy General Manager of Hull Works 3.Director of Department of Planning 1.Master degree 2.Director of Department of Sales 3.Director of Department of Design 1.Master degree 2.Deputy Director of Department of Design 3.Director of Department of Sales 1.Master degree 2.Deputy Director of Department of Material 1.Master degree 2.Deputy Director of Department of Planning 3.Deputy Director of Department of Human Resources and Administration None None None None None None None - - -

26 Innovation and Research Center Chief Executive Officer Outfitting Works General Manager Ship Repair Works General Manager Machinery Works General Manager Dock Master's Office Dock Master Department of Information Technology Director Department of Quality Assurance Director R.O.C R.O.C R.O.C R.O.C R.O.C R.O.C R.O.C LIU,CH WAN- CHANG KAO, CHIEN-I LU,FENG -WEN YEN,CHI H-MING CHOU, CHIN-I WANG, FU-YING CHEN,H UI-SHAN male 01/01/ , % male 03/23/ male 11/11/ male 04/03/ male 01/01/ male 05/10/ male 01/01/ % Bachelor degree 2.Director of Department of Planning 3. General Manager of Hull Works 1.Bachelor degree 2.Deputy General Manager of Outfitting Works 1.College degree 2.Deputy General Manager of Ship Repair Works 1.Bachelor degree 2.Deputy General Manager of Machinery Works 1. Bachelor degree 2. Pilot 1.Bachelor degree 2.Deputy Director of Department of Planning 1.College degree 2.General Manager of Ship Repair Works None None None None None None Director of Society for Nondestructive Testing & Certification of Taiwan(SNTCT) - - -

27 Department of Human Resources and Administratio n Director Department of Financial Analysis Director Department of Accounting Director Department of Occupational Safety and Health Director Department of Environment al Protection and Public Utilities Director Keelung Yard General Manager R.O.C R.O.C R.O.C R.O.C R.O.C R.O.C CHIANG,CHIH- WEN HSIEH,LI NG-LING SU,CHEN -AN YEH,CHIA -JENG HOU,YA -WEN TANG, JUNG- KUEI male 03/23/ , % Female 12/01/ male 12/01/ male 08/10/ , % male 01/01/ , % male 08/10/ , % Bachelor degree 2.Deputy General Manager of Hull Works 3.Deputy Director of Department of Human Resources and Administration 1.Bachelor degree 2.President enterprise China Holding Company Chief Financial Officer 1.Bachelor degree 2.Section Manager of Department of Accounting 1.Bachelor degree 2.Deputy Director of Department of Occupational Safety and Health 1.Bachelor degree 2.Deputy General Manager of Hull Works 1. Bachelor degree 2. Project Manager None Supervisor of TANG ENG IRON WORKS CO., LTD None None None None - - -

28 3.2.3 Remuneration of Directors, President, and Vice President Remuneration of Directors Unit: NT$ thousands Title Name Chairman Ministry of Economic Affairs Represen tative LAI, SUN-QU AE Base Compensation (A) The company All companies in the consolid ated financial statements Remuneration Severance Pay (B) Bonus to Directors (C) The company All companies in the consolid ated financial statements The company All companies in the consolid ated financial statements Allowances (D) The company All companies in the consolid ated financial statements Ratio of Total Remuneration (A+B+C+D) to Net Income (%) The company All companies in the consolidated financial statements Relevant Remuneration Received by Directors Who are Also Employees Salary, Bonuses, and Allowances (E) The company All companies in the consolid ated financial statements Severance Pay (F) The company All companies in the consolid ated financial statements Profit Sharing- Employee Bonus (G) The company All companies in the consolidated financial statements Ratio of Total Compensation (A+B+C+D+E+F+G) to Net Income (%) 1,765 1,803 1,000 1, % % % % None Ca sh St oc k Ca sh St oc k The company All companies in the consolidated financial statements Compensation Paid to Directors from an Invested Company 26

29 Chairman Director Director Director Ministry of Economi c Affairs Represen tative CHENG, WEN-LO N Ministry of Economi c Affairs Represen tative WU,FON G-SHENG Ministry of Economi c Represen tative CHEN, YUNG-TS UNG Ministry of Economi c Affairs Represen tative CHEN, LIE-LIN 1,820 1, % % % % None % % % % None % % % % None % 0% 2,861 2, % % None 27

30 Director Director Director Director Director Ministry of Economi c Affairs Represen tative FANG, MING-C HUNG Ministry of Economi c Affairs Represen tative Su, Wei-Jin Ministry of Economi c Affairs Represen tative Huang, Ying-Fan g Ministry of Economi c Affairs Represen tative HUANG, JIH-CHIN Ministry of Economi c Affairs Represen tative LAN, SYU-CIN G % % % % None % % % % None % % % % None % 0% 1,107 1, % % None % 0% 1,164 1, % % None 28

31 Director Director Director Director Director CPC (Corporat ion, Taiwan Represen tative) LEE, SHAO-YI Yue-Li Investme nt Corporati on China Steel Represen tative LIU, JIH-GAN G China Steel Represen tative Lee Xin-Min Kaohsiun g City Represen tative of Industrial Labor Union of CSBC HOU, DE-LONG % % % % None % % % % None % % % % None % % % % None % % 1,109 1, % % None 29

32 Director Independ ent Director Independ ent Director Independ ent Director Independ ent Director Independ ent Director Independ ent Director Kaohsiun g City Represen tative of Industrial Labor Union of CSBC HSIEH, KUO-JUN G KU, CHIA-HU NG % % 1,148 1, % % None % % % % None WANG, CHIA-NA % % % % None N LO, CHUNG % % % % None MI LIEU, DER-MIN % % % % None G FU, HO-CHU % % % % None NG LIN, HUI-JEN % % % % None G Note:Please refer to page 29 of the Chinese annual report. 30

33 Remuneration of the President and Vice President Title Name The company Salary(A) Severance Pay (B) Bonuses and Allowances (C) Companies in the consolidate d financial statements The compan y Companies in the consolidat ed financial statements The compan y Companies in the consolidate d financial statements Unit: NT$ thousands Profit Sharing- Employee Bonus (D) Ratio of total compensation (A+B+C+D) to net income (%) Compensation Paid to The company Companies in the consolidated financial statements Cash Stock Cash Stock The company Companies in the consolidate d financial statements Directors from an Invested Company President CHEN,LIE-LIN 2,431 2, % % None Executive WANG,HAI-TAW 1,765 1, % % Vice President None Executive CHANG,CHIEH-TE 1,773 1, % % None Vice President Executive TSENG,KUO-CHENG 1,714 1, % % None Vice President Executive Vice President WU,RAY-DAN (2016/11/01 1,474 1,536 2,309 2, % % 5 retirement) Note:Please refer to page 30 of the Chinese annual report. 31

34 3.2.4 Comparison of Remuneration for Directors, Supervisors, Presidents and Vice Presidents in the Most Recent Two Fiscal Years and Remuneration Policy for Directors, Supervisors, Presidents and Vice Presidents A. The ratio of total remuneration paid by the Company and by all companies included in the consolidated financial statements for the two most recent fiscal years to directors, supervisors, presidents and vice presidents of the Company, to the net income. Ratio of total remuneration paid to directors, presidents and Executive vice presidents to net income (%) Year Companies in the consolidated The company financial statements % 5.65% % -1.97% B. The policies, standards, and portfolios for the payment of remuneration, the procedures for determining remuneration, and the correlation with business performance. The Remuneration Committee assists the Board in discharging its responsibilities relating to the Company s compensation and benefits policies, plans and programs, and the evaluation of the directors and executives compensation. The compensation to directors and other key management personnel were determined by the Remuneration Committee of the Company in accordance with the individual performance and the market trends. The compensation is measured based on the employee s personal achievements, contribution made to the business operation, and the market averages. It has a positive correlation with the performance of the Company's business. 32

35 3.3 Implementation of Corporate Governance Board of Directors A total of 6 (A) meetings of the Board of Directors were held in the previous period. The attendance of director and supervisor were as follows: Title Name Attendance in Person (B) By Proxy Attendance Rate (%) B/A Remarks Chairman Ministryof Economic Affairs Representative Lai,Sun-Quae CHENG, WEN-LON On 2016/6/23, the Ministry of Economic Affairs reappointed CHENG, WEN-LON as a director of the Company. Director Director Director Director Director Director Ministryof Economic Affairs Representative Ministryof Economic Affairs Representative Su, Wei-Jin CHEN, LIE-LIN Ministryof Economic Affairs Representative FANG, MING-CHUNG Ministryof Economic Affairs Representative CHEN, YUNG-TSUNG Ministryof Economic Affairs Representative HUANG, JIH-CHIN Ministryof Economic Affairs Representative LAN, SYU-CING Wu,Fong-Shen Huang, Ying-Fang To 2016/6/22 Term of office of the 15th Board of Directors 2016/6/23 The 16th Shareholders' General Meeting was elected as Director Wu,Fong-Shen resigned in 2016/7/21; the Ministry of Economic Affairs 2016/9/23 reappointed Director Representative Huang, Ying-Fang took over Director CPC Corporation, Taiwan Director China Steel Representative Liu Jih-Gang Lee Xin-Min Director Yue-Li Investment Corporation On 2016/11/17, China Steel Corporation (CSC) was re-appointed as Director Representative Lee Xin-Min Director Director Kaohsiung City Representative of Industrial Labor Union of CSBC HOU, DE-LONG Kaohsiung City Representative of Industrial Labor Union of CSBC HSIEH, KUO-JUNG

36 Independent director Independent director Independent director KU, CHIA-HUNG LIN, HUI-JENG WANG, CHIA-NAN FU, HO-CHUNG LO, CHUNG-MIN LIEU, DER-MING To 2016/6/22 Term of office of the 15th Board of Directors 2016/6/23 The 16th Shareholders' General Meeting was elected as an independent director To 2016/6/22 Term of office of the 15th Board of Directors 2016/6/23 The 16th Shareholders' General Meeting was elected as an independent director To 2016/6/22 Term of office of the 15th Board of Directors 2016/6/23 The 16th Shareholders' General Meeting was elected as an independent director Other mentionable items: 1. The operation of the board of directors shall, if any of the following circumstances, specify the date, period, the contents of the board of directors, the opinions of all independent directors and the handling of the opinions of the independent directors: (1) Section 14 of the Securities Exchange Act: None (2) Unless otherwise stated, other board of directors of the board of directors who opposes or retains the opinion and has a record or written statement: None 2. If there are directors avoidance of motions in conflict of interest, the directors names, contents of motion, causes for avoidance and voting should be specified: (1) 2016/5/10 The board of directors reviewed and approved the nomination of candidates for directors and independent directors,lai,sun-quae Chairman of the board CHEN, LIE-LIN general manager Wu,Fong-Shen director FANG, MING-CHUNG director CHEN, YUNG-TSUNG director HUANG, JIH-CHIN director LAN, SYU-CING director Liu Jih-Gang director HOU, DE-LONG director HSIEH, KUO-JUNG director,according to one by one to avoid. (2) 2016/8/9 The board of directors reviewed and approved CHENG, WEN-LON Chairman of the board holds the position of CSBC Coating Solutions Co., Ltd Director and Chairman of the Board, CHENG, WEN-LON chairman of the board in accordance with the law to avoid. (3) 2016/11/8 The board of directors proposed amendments to the Company "Regulations Governing the Payment of Remuneration to Chairman and General Manager",CHEN, LIE-LIN general manager in accordance with the law to avoid. (4) 2016/12/27 The board of (extraordinary) directors proposed amendments to the Company "Regulations Governing the Payment of Remuneration to Chairman and General Manager,CHENG, WEN-LON chairman of the board and CHEN, LIE-LIN general manager in accordance with the law to avoid. 3. Measures taken to strengthen the functionality of the board: The Board of Directors has established an Audit Committee and a Remuneration Committee to assist the board in carrying out its various duties. 34

37 3.3.2 Audit Committee (or Attendance of Supervisors at Board Meetings) A total of 5 (A) Audit Committee meetings were held in the previous period. The attendance of the independent directors was as follows: Title Independent director Independent director Independent director Independent director Independent director Independent director Name KU, CHIA-HUNG WANG, CHIA-NAN LO, CHUNG-MIN LIN, HUI-JENG FU, HO-CHUNG LIEU, DER-MING Attendanc e in Person (B) By Proxy Attendance Rate (%) B/A Remarks The 15th Session of the Audit Committee was closed at 2016/6/22. The 15th Session of the Audit Committee was closed at 2016/6/22. The 15th Session of the Audit Committee was closed at 2016/6/ /6/23 The 16th independent director of the Company is elected by the shareholders' meeting. 2016/6/23 The 16th independent director of the Company is elected by the shareholders' meeting. 2016/6/23 The 16th independent director of the Company is elected by the shareholders' meeting. Other mentionable items: 1. The operation of the Audit Committee shall, if any of the following circumstances, specify the date of the Board, the date, the contents of the motion, the results of the Audit Committee resolutions and the handling of the opinions of the Audit Committee (1) The matters listed in Article 14.5 of the Securities Exchange Act: None. (2) other than before, other unapproved by the Board of Auditors, and all the directors Two-thirds of the agreed matters: None. 2. If there are independent directors avoidance of motions in conflict of interest, the directors names, contents of motion, causes for avoidance and voting should be specified: 2016/8/9 The board of directors reviewed and approved The third remuneration committee, should be invited to LIN, HUI-JENG FU, HO-CHUNG LIEU, DER-MING three new independent directors, LIN, HUI-JENG Independent director FU, HO-CHUNG Independent director LIEU, DER-MING Independent director in accordance with the law to avoid. 3. Communications between the independent directors, the Company's chief internal auditor and CPAs (e.g. the items, methods and results of audits of corporate finance or operations, etc.) 35

38 Date Way Object Item Result Audit Committee meetings Audit Committee meetings Audit Committee meetings Audit Committee meetings Auditor General Visa accountant Auditor General Visa accountant Auditor General Visa accountant Auditor General Visa accountant annual financial report and consolidated financial report. 2.Statement of Internal Control System for Internal audit business report. 1.Review the consolidated financial statements for the first quarter of Internal audit business report. 1.Review the consolidated financial statements for the second quarter of Internal audit business report. 1.Review the consolidated financial statements for the third quarter of Internal audit business report. Agreed to submit a statement on the internal control system for 2015.( 同 36