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Pou Chen Corporation Stock Code: 9904 POU CHEN CORPORATION 2015 ANNUAL REPORT Printed on: May 13, 2016 Annual Report is available at: http://www.pouchen.com/ http://mops.twse.com.tw/ 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. WorldReginfo - 0ca4b06e-9194-46c6-8bb3-b648e0a17bde 1. Name, title, telephone number and e-mail address of Chang Hwa, Taiwan spokesperson and acting spokesperson: Telephone number: (04) 7695101 Name of spokesperson: Ho, Ming-Kun Title of spokesperson: Executive Senior Manager Telephone number of spokesperson: (04) 24615678 PYM Business Unit: No. 2, Fu-Kong Rd., Fu Hsin Hsian, E-mail address: [email protected] Chang Hwa, Taiwan Telephone number: (04) 7695032 Name of acting spokesperson: Chang, Yea-Fen Title of acting spokesperson: Manager 3. Name, address, e-mail address and website of the stock agency: Telephone number: (04) 24615678 Name: Grand Fortune Securities Co., Ltd. E-mail address: [email protected] Address: 6F., No. 6, Sec. 1, Zhongxiao W. Rd., Zhongzheng Dist., Taipei City 2. Address and telephone number of the head office, branch and Website: http://www.gfortune.com.tw factory: Telephone number: (02) 23711658 Address of the head office: No. 2, Fu-Kong Rd., Fu Hsin Hsian, Chang Hwa, Taiwan 4. Name of certified public accountant (“CPA”) who audited the Telephone number: (04) 7695147 (main) most recent annual financial report and name, address, website Fax: (04) 7680577 and telephone number of CPA Firm: Name of CPA: Wu, Ker-Chang and Yu, Hung-Bin Name of CPA Firm: Deloitte & Touche Head office: No. 600, Sec. 4, Taiwan Blvd., Xitun Dist., Address: 12F., No. 156, Sec. 3, Minsheng E. Rd., Songshan Dist., Taichung City Taipei City Telephone number: (04) 24615678 Website: http://www.deloitte.com.tw Fax: (04) 24606668 Telephone number: (02)25459988 5. Name of the overseas stock exchange where the Company’s Global Supply Chain Management Department: No. 2, Fu- overseas securities are transacted and inquiry method for Kong Rd., Fu Hsin Hsian, Chang Hwa, Taiwan information regarding such overseas securities: N/A. Telephone number: (04) 7695101 6. Website of the Company: http://www.pouchen.com Apparel Business Department: No. 2, Fu-Kong Rd., Fu Hsin Hsian, Chang Hwa, Taiwan Telephone number: (04) 7685660 Footwear Joint Venture Business Department: No. 2, Fu-Kong Rd., Fu Hsin Hsian, Chang Hwa, Taiwan Telephone number: (04) 7695032 PCN Business Unit: No. 2, Fu-Kong Rd., Fu Hsin Hsian, Chang Hwa, Taiwan Telephone number: (04) 7695171 PGT Business Unit: No. 190, Sec. 4, Fu 3rd Rd., Fu Hsin Hsian, Chang Hwa, Taiwan Telephone number: (04) 7754111 PCaG Business Unit: No. 2, Fu-Kong Rd., Fu Hsin Hsian, Chang Hwa, Taiwan Telephone number: (04) 7695101 PCS Business Unit: No. 2, Fu-Kong Rd., Fu Hsin Hsian, WorldReginfo - 0ca4b06e-9194-46c6-8bb3-b648e0a17bde Table of Contents I. LETTER TO SHAREHOLDERS………………………………………………….. 1 II. COMPANY PROFILE……………………………………………………………... 5 III. CORPORATE GOVERNANCE REPORT 3.1 Organization…………………………………………………………………….. 10 3.2 Information of Directors, Supervisors, President, Vice President, and Senior Managers, and Managers of each department and subsidiaries branches…………………………………………………………….................... 12 3.3 The remuneration paid to Directors, Supervisors, President and Vice President in the prior year……………………………………………................. 19 3.4 Implementation of Corporate Governance…………………………………........ 25 3.5 Information Regarding the Company’s Audit Fees…………………………....... 57 3.6 Information Regarding the change of Certified Public Accountant Firm…......... 57 3.7 The Company’s Chairman, President, Officer in charge of Financial or Accounting Affairs having served in the Firm where the Certified Public Accountant Firm serves or Its Affiliated Enterprise in the prior year………………………………………………………………………………. 57 3.8 Transfer of Equity Interests and/or Pledge of or Changes in Equity Interests by Directors, Supervisors, Managers or Major Shareholders with a Stake of More than 10 Percent………………………………………………….. 58 3.9 Relationship among the Top Ten Shareholders………………………………..... 59 3.10 The number of Shares of an Enterprise held by the Company, the Company’s Directors, Supervisors and officers and the Enterprises Controlled by the Company Directly or Indirectly, and the Consolidated Shareholding Percentage………………………………………………………. 60 IV. CAPITAL OVERVIEW 4.1 Capital and Shares……………………………………………………………..... 61 4.2 Issuance of Corporate Bonds………………………………………………….... 79 4.3 Issuance of Preferred Shares…………………...………………………..……… 79 4.4 Issuance of Overseas Depository Receipts…………………………………....... 79 4.5 Issuance of Employee Share Options………….……………………………….. 80 4.6 Issuance of New Restricted of Employee Shares………………………………. 83 4.7 Status of Mergers and Acquisitions (including Mergers, Acquisitions and Spin-offs)………………………………………………………………………. 83 4.8 Implementation of Capital Utilization Plan…………………………………...... 83 V. BUSINESS HIGHLIGHTS 5.1 Business Activities……………………………………………………………… 84 5.2 Market Profile and Production and Sales……………………………………..... 91 5.3 Human Resource………………………………………………………………... 98 WorldReginfo - 0ca4b06e-9194-46c6-8bb3-b648e0a17bde 寶成工業 POU CHEN 5.4 Environmental Costs……………………………………………………………. 98 5.5 Employee Relations…………………………………………………………….. 99 5.6 Material Contracts…………………………………………………………......... 105 VI. FINANCIAL INFORMATION 6.1 Financial Summary within Five Years………………………………………..... 107 6.2 Financial Analysis within Five Years………………………………………....... 115 6.3 Supervisors’ Review Report on the 2015 Financial Statements……………...... 123 6.4 Financial Statements for the Most Recent Fiscal Year…………………………. 125 6.5 Separate Financial Statements Audited by Independent Auditors for the Recent Fiscal Year………………………………………………………………. 212 6.6 If the Company or Its Affiliates Have Experienced Financial Difficulties in the Most Recent Fiscal Year or during the Current Fiscal Year up to the Date of Printing of the Annual Report, the Annual Report Shall Explain How The Difficulties Affected the Company’s Financial Situation……………………...... 268 VII. REVIEW AND ANALYSIS OF FINANCIAL CONDITIONS, FINANCIAL PERFORMANCE AND RISK FACTORS 7.1 Financial Conditions……………………………………………………………. 269 7.2 Financial Performance………………………………………………………….. 270 7.3 Cash Flow………………………………………………………………………. 271 7.4 Impact of Significant Capital Expenditures on the Financial Operations of the Company over the Last Fiscal Year………………………………………… 272 7.5 Reinvestment Policy of the Last Fiscal Year, Reasons for Profit (Loss), Improvement Plan and Investment Plan for the Year Ahead…………………… 272 7.6 Analysis and Evaluation of Risk Factors……………………………………….. 272 7.7 Other Material Items……………………………………………………………. 275 VIII. SPECIAL DISCLOSURE 8.1 Affiliated Enterprises.……….………………………………………………...... 276 8.2 Any Private Placement of Securities within the Latest Fiscal Year and as of the Date of the Annual Report……………………………………………………… 288 8.3 Summary of Shared Ownership and Disposal of Shares of the Company by Subsidiaries within the Latest Fiscal Year and as of the Date of the Annual Report…………………………………………………………………………… 288 8.4 Additional Information Required to be Disclosed……………………………… 288 8.5 Other Disclosures…………...…………………………………………………... 288 WorldReginfo - 0ca4b06e-9194-46c6-8bb3-b648e0a17bde I. LETTER TO SHAREHOLDERS 1.1 Operational Review The annual revenue of the Company in 2015 was NT$12.7 billion, and it’s consolidated revenue was NT$269.1 billion an increase of 10.29% over NT$244 billion in 2014; the consolidated operating income was NT$12.4 billion, an increase of 55.96% compare to NT$7.9 billion of operating income from the previous year; the net income attributed to owners of the Company was NT$9.5 billion, up by 10.63% compare to the NT$8.6 billion in 2014, earnings per share increase by NT$0.31, from NT$2.93 to NT$3.24 in 2015. (Please refer to Schedule 1 and Schedule 1-1) (1) Operating revenue In 2015, the Company’s consolidated revenue increased by NT$25.1 billion, which could be attributed to steady growth in the manufacturing business, improved operating efficiency and network expansion of retail business. Our Consolidated revenue come from two major businesses, footwear and apparel manufacturing, and retailing of sporting goods and brand licensing business, contributing to 73% and 27% respectively to the revenue in 2015. (Please refer to Schedule 2) (2) Profit from operations In 2014, the board of Directors of our subsidiary, Yue Yuen Industrial (Holdings) Limited, adopted a resolution to increase the provision of social insurance and housing provident funds for employees at our China factories after reviewing the employee benefits policy in China. However, no additional provision was made in 2015, which was the main factor resulting in the increase of the consolidated operating income by NT$4.4 billion, a 1.34% growth from the previous year. (3) Net income and Earnings Per Share The 2015 net income attributable to owners of the Company increased by NT$0.9 billion while the earnings per share was up by NT$0.31. Schedule 1: Consolidated Financial Statements (in NT$ thousands) Year 2015 2014 +(-)% Item Amount Ratio Amount Ratio Operating revenue 269,081,173 100% 243,976,298 100% 10.29% Gross profit 64,505,418 24% 55,268,748 23% 16.71% Profit from operations 12,353,394 4% 7,920,621 3% 55.96% Income before income tax 20,240,274 7% 15,874,379 7% 27.50%
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