Spokesperson Neili Texturizing Plant Name: Humphrey Cheng Address: 2 Yuan Dong Rd., Neili, Chungli, Title: Corporate Management President Taiwan, R.O.C Tel: 886-2-27338000 #8969 Tel: 886-3-4555136 Fax: 886-2-27367184 E-mail: [email protected] Hukou Mill Address: 30, Hexing Rd., Hukou, Hsinchu, Taiwan, R.O.C Deputy Spokesperson Tel: 886-3-5997135 Name: David Wang
Title: Chief Financial Officer Yilan Garment Factory Tel: 886-2-27338000 #8735 Address: No. 49, Sec. 6, Jiaosi Rd., Jiaosi, Fax: 886-2-27358175 Yilan, Taiwan R.O.C E-mail: [email protected] Tel: 886-3-9881411
Headquarters, Branches & Plants Common Share Transfer Agent and Registrar Headquarters Address: 36F, Taipei Metro Tower, 207, Oriental Securities Corporation Tun Hwa South Rd., Sec.2, Taipei, Taiwan, Address: 3F, 86, Chung Ching South Rd., R.O.C. Sec. 1, Taipei, Taiwan Tel: 886-2-27338000 Tel: 886-2-23618608
Website: http://www.osc.com.tw Plants Hsinpu Chemical Fiber Plant Address: 369, Yadong Sec., Wen Shan Rd., Auditors Hsinpu, Hsinchu, Taiwan R.O.C. Deloitte & Touche Tel: 886-3-5882511 Auditors: Cho Ming Hsing, CPA, Huang Shu Chieh, CPA Kuanyin Chemical Fiber Plant Address: 12F, Hung Tai Century Tower, 156 Address: 3, Jingjian 6th Rd., Kuanyin Min Sheng East Rd., Sec.3, Taipei, Taiwan Industrial Park, Kuanyin, Taoyuan, Taiwan Tel.: 886-2-25459988 R.O.C. Website: http://www.deloitte.com.tw Tel: 886-3-4832720 Overseas Securities Exchange Kuanyin Dyeing and Finishing Plant Luxembourg Stock Exchange Address: 1, Kuojiang 2nd Rd., Kuanyin, Disclosed information can be found at Hsulin, Taoyuan, Taiwan R.O.C. http://www.bourse.lu Tel: 886-3-2729055 Corporate Website http://www.fenc.com
The English version is the translation of the Chinese version and if there is any discrepancy between this English translation and the Chinese text of this document, the Chinese text shall prevail.
Far Eastern New Century
Annual Report 2013
Contents I. LETTER TO SHAREHOLDERS...... 1 II. COMPANY PROFILE...... 7 1. DATE OF INCORPORATION ...... 7 2. COMPANY HISTORY...... 7 III. CORPORATE GOVERNANCE REPORT ...... 9 1. ORGANIZATION...... 9 2. DIRECTORS, SUPERVISORS AND MANAGEMENT TEAM ...... 11 3. IMPLEMENTATION OF CORPORATE GOVERNANCE ...... 23 4. AUDIT FEES ...... 36 5. INFORMATION FOR CHANGE OF CPA ...... 36 6. THE COMPANY’S CHAIRMAN, PRESIDENTS AND MANAGERS RESPONSIBLE FOR FINANCE OR ACCOUNTING WHO HAVE HELD A POSITION IN THE CPA OFFICE OR ITS AFFILIATES WITHIN THE LATEST ONE YEAR ...... 36 7. SHAREHOLDING TRANSFERRED OR PLEDGED BY DIRECTORS, SUPERVISORS, MANAGEMENT, AND MAJOR SHAREHOLDERS WHO HOLDS 10% OF THE COMPANY SHARES OR MORE...... 37 8. TOP TEN SHAREHOLDERS BEING THE RELATED PARTY AS DEFINED IN STATEMENT OF FINANCIAL ACCOUNTING STANDARDS ...... 38 9. SHAREHOLDING PROPORTION OF FENC TO INVESTEES ...... 40 IV. CAPITAL OVERVIEW...... 41 1. CAPITAL AND SHARES ...... 41 2. CORPORATE BONDS ...... 46 3. PREFERRED SHARES...... 49 4. ISSUANCE OF OVERSEAS DEPOSITORY RECEIPTS ...... 49 5. EMPLOYEE STOCK OPTIONS ...... 49 6. EMPLOYEE RESTRICTED STOCK OPTIONS ...... 49 7. SHARE ISSUED FOR MERGER OR ACQUISITION ...... 49 8. FUND UTILIZATION PLANS AND STATUS ...... 49 V. OPERATIONAL HIGHLIGHTS ...... 50 1. BUSINESS ACTIVITIES ...... 50 2. OVERVIEW OF MARKET, PRODUCTION, AND SALES MARKET ANALYSIS ...... 57 3. INFORMATION ABOUT EMPLOYEES...... 62 4. EXPENSES ON ENVIRONMENTAL PROTECTION ...... 62
Letter to Shareholders
5. EMPLOYEE WELFARE ...... 63 6. IMPORTANT CONTRACTS AND AGREEMENTS...... 65 VI. FINANCIAL INFORMATION ...... 66 1. FIVE-YEAR FINANCIAL SUMMARY ...... 66 2. FINANCIAL RATIO ANALYSIS FOR THE PRECEDING FIVE YEARS ...... 70 3. SUPERVISORS’ REPORT...... 76 4. IMPACT OF THE FINANCIAL DISTRESS OCCURRED TO THE COMPANY AND AFFILIATES IN THE RECENT YEARS UNTIL THE ANNUAL REPORT BEING PUBLISHED...... 76 5. FINANCIAL CONSOLIDATED REPORT IN RECENT YEAR ...... 77 6. FINANCIAL REPORT IN RECENT YEAR...... 87 VII. REVIEW AND ANALYSIS OF THE FINANCIAL CONDITION, PERFORMANCE AND RISK MANAGEMENT ...... 96 1. REVIEW AND ANALYSIS OF FINANCIAL CONDITIONS...... 96 2. REVIEW AND ANALYSIS OF FINANCIAL PERFORMANCES...... 97 3. REVIEW AND ANALYSIS OF CASH FLOW ...... 97 4. MAJOR CAPITAL EXPENDITURES IN RECENT YEARS AND IMPACTS ON FINANCIAL AND OPERATIONAL SITUATIONS...... 98 5. INVESTMENT POLICIES IN RECENT YEARS...... 99 6. SOURCES OF RISKS AND EVALUATIONS ...... 99 7. OTHERS...... 101 VIII. SPECIAL DISCLOSURE...... 102 1. AFFILIATED COMPANIES ...... 102 2. PRIVATE PLACEMENT SECURITIES IN THE MOST RECENT YEARS ...... 119 3. THE COMPANY'S SHARES HELD OR DISPOSED BY SUBSIDIARIES IN RECENT YEARS UNTIL THE ANNUAL REPORT BEING PUBLISHED ...... 120 4. OTHER SUPPLEMENTARY INFORMATION ...... 120 5. PURSUANT TO THE ARTICLE 36-2-2 OF SECURITY EXCHANGE ACT, EVENT HAVING MATERIAL IMPACT ON SHAREHOLDERS' EQUITY OR SHARE PRICE IN THE MOST RECENT YEAR UNTIL THE ANNUAL REPORT BEING PUBLISHED...... 120
Far Eastern New Century
Annual Report 2013
I. Letter to Shareholders
Dear Shareholders, This past year has seen many fluctuations in the global economy. Political and economical concerns have hindered the global economy’s recovery while unprecedented weather conditions have caused further complications. Despite this, noticeable improvements throughout the US, Europe and Japan paint a much brighter picture for 2014. Although the dust has settled in Europe, questions still remain regarding the Eurozone’s ability to return to its previous strength. Moving forward, although many economists suggest that 2014 will be a better year, we remain cautious about the direction of the economy as the US tapers its quantitative easing (QE) policies. Political unrest and uncertainty have plagued the world for much of 2013. In Asia, territorial tensions over the disputed Diaoyutai Islands remain high, and North Korea continues with its military sabre-rattling. Meanwhile, political crises in Thailand and the Ukraine have caught the world by surprise. These geopolitical disputes have undoubtedly caused ripple effects throughout the world and may cause severe complications for the global economy. Moreover, adverse weather conditions have posed a threat. The severe snowstorms in North America and Japan, as well as Europe’s destructive drought, have caused billions of dollars in damages. In an effort to ensure sustainable development, nations are becoming increasingly motivated to adopt energy conservation measures and invest in renewable energy. The US has made several incremental improvements, including the technology development of shale gas, reductions in the unemployment rate, further stabilization of the housing market, revitalization in manufacturing, and inflows of capital to the US market due to QE tapering. However, there is still a long way to go before a complete economic recovery materializes, as the effects of ObamaCare and federal government budgeting changes have yet to be felt. Across the Atlantic Ocean, pressures stemming from the Eurozone debt crisis are finally alleviating, which has once again stimulated demand in the EU. Asian markets have seen marked improvements as well. Japan’s economy, fueled by Shinzo Abe’s Abenomics, has strengthened during recent years, but the increase in consumption tax may yet take a toll on the Japanese economy. China has also begun economic reforms under the leadership of Xi Jinping and Li Keqiang. During the Third Plenary Session in 2013, China’s blueprint revealed over 300 reforms across 60 clauses and 15 chapters focusing on land, state-owned enterprises and the financial sector. Furthermore, China is slowly transitioning toward a green economy for sustainable development, and also rolling out more free trade zones such as the China (Shanghai) Pilot Free Trade Zone. These changes will hopefully attract cross-border investments, as well as promote greater currency exchange flexibility and a more competitive tax system. However, obstacles such as capacity oversupply, pollution, energy waste, currency instability, economic slowdown, and labor shortage together with rising wages first need to be addressed in order for China to successfully shift from an investment and export-led growth model to a consumption-led growth model. Monetary policies in the US have triggered invariable fluctuations in the exchange rates of major currencies. To facilitate smoother trade, countries are now adopting a new economic growth model: regional economic cooperation. As a result, bordering economies are working together through organizations such as the Association of Southeast Asian Nations (ASEAN) and free-trade agreements such as the Regional Comprehensive Economic Partnership (RCEP), the Trans-Pacific Partnership (TPP), and the Cross-Strait Service Trade Agreement (CSSTA). These organizations aspire to enhance their competitive advantage through closer cooperation and less trade restrictions in order to further fuel economic growth. An economic revolution has begun, and Taiwan needs to be at the forefront of this movement to stay competitive. Over the last 60 years, Far Eastern New Century (FENC, the Company) has grown from a small textile company to one of the largest conglomerates in Taiwan. None of this would be possible without the support of the community through good and bad times. We have taken and are still taking the necessary steps to transform our businesses to thrive in this unpredictable environment. Through innovative business models and our expanding business, we will be able to achieve better results for our investors.
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Letter to Shareholders
Operating Results
FENC has diversified businesses ranging from petrochemical-polyester-textile production through property development to investments. Through continual transformation and innovation, the Company has been able to realize consistent organic growth. For 2013, the company’s consolidated revenue and net income reached NT$ 238.9 billion and NT$ 14.285 billion, respectively, a better performance than in 2012. The net income attributed to shareholders of the Company is NT$ 7.207 billion, translating into an EPS of NT$1.5. The Board of Directors have proposed a cash dividend of NT$1.3 per share and a stock dividend of NT$0.20 per share– for a total dividend of NT$1.5 per share. Operating results by business segment are outlined below:
Petrochemical-Polyester-Textile Production Business: Maximizing Core Competency
As one of the industry leaders in the polyester and textile businesses, we believe the foundation of a truly competitive enterprise lies in its supply chain. We have vertically integrated our businesses from petrochemical through polyester to textile to take advantage of synergies and economies of scale. Meanwhile, we have also centralized our production and distribution teams in our regional headquarters in Taiwan, Shanghai, Suzhou and Yangzhou to increase efficiency and effectiveness.