Board press release

The 13th Meeting of The 11th Boards of Directors of The Company

Jun.17

2004

The important resolutions made by the 13th meeting of the 11th board of directors of the Company (March 19, 2004) ：

  • 1. Approving the date, venue, and the reporting and discussing matters of the 2004 Annual General Meeting of Shareholders
    • (1) Date of the Annual General Meeting of Shareholders (AGM): 2004/06/17
    • (2) Venue: The Auditorium in CSC (1 Chung Kang Road, Hsiao Kang District, Kaohsiung ,Taiwan, R.O.C)
    • (3) Subjects for convening the AGM :
      To report
      • a. Report on the operations of 2003.
      • b. Report on supervisor's review of the finalized financial statements of 2003.
      • c. To report the status of guarantee provided by CSC as of the end of 2003.
      To discuss and acknowledge
      • a. To acknowledge 2003 Business Report and Financial Statements
      • b.To acknowledge the proposal for earnings appropriation of 2003
      • c.To discuss the issuance of new shares through the conversion of earnings to increased capital
      • d.To discuss Amendments to the Articles of Incorporation
      • e.To discuss Amendments to the Rules Governing the Conduct of Shareholders Meeting
      • f.To discuss Amendments to the Company's Rules for the Election of Directors and Supervisors.
      • g.To discuss Amendments to the Procedures for acquisition or Disposal of Assets
      • h.To elect the Company's directors and supervisors.
    • (4) Period of suspension of shares registration: 2004/04/19~2004/06/17
  • 2. Approving the proposal of the earnings appropriation of 2003
    Type and monetary amount of dividend appropriation:
    • (1) Preferred Stock
      Cash dividends: NT$ 3 per share Stock dividends: NT$ 0.35 per share Total: NT$ 160,002,700
    • (2) Common Stock
      Cash dividends: NT$ 3 per share Stock dividends: NT$ 0.35 per share Total: NT$ 31,665,164,006
    Matters that need to be specified:
    • (1) Bonus to Employees：NT$985,262,660；Compensation to Directors & Supervisors: NT$98,526,260.
    • (2) Number of shares as bonus to employees: 98,526,266，equivalent 22.9% to the issuance of new shares through the conversion of earnings to increased capital
    • (3) Recalculated Earnings Per Share after appropriating the bonus to employees and compensation to directors & supervisors: NT$ 3.70.
  • 3. Approving the proposal of the issuance of new shares through the conversion of earnings to increased capital
    • (1) Source of capital increase funds: profits of year 2003
    • (2) Number of shares issued: 431,028,007 shares (including bonus to employees)
    • (3) Par value per share: NT$10
    • (4) Total monetary amount of the issue: NT$4,310,280,070
    • (5) Number of shares appropriated to employees: 98,526,266 shares
    • (6) Ratio of shares appropriated as stock dividends to existing shareholders: stock dividend of 35 shares for each 1,000 shares
    • (7) Rights and obligations of the newly issued shares: the same as existing shares
    • (8) Utilization of the funds from the capital increase: Increase in working capital
  • 4. Approving the financial statements for the year 2003
    For the year 2003,revenues, net income and EPS were NT$129,702,797 thousand, NT$36,979,214 thousand and NT$3.94, respectively.
The 12th Meeting of The 11th Boards of Directors of The Company

Dec.19

2003

The important resolutions made by the 12th meeting of the 11th board of directors of the Company (Dec 19, 2003) ：

  • 1. The board of directors has approved to invest in preferred shares of TaiGen Biotechnology Corporation .The investment period is 6 years, and its annual dividend rate is 8% based on par value. Total transaction price is up to NT$300,000,000 for total units 20,000,000 and per unit price NT$15.0.
  • 2.The board of directors has approved the Company's financial forecast for year 2004

    Balance Sheet:
    (in thousands of NT$)
    assets
    current assets
    58,038,053
    long–term investments
    42,865,168
    fixed assets (net)
    105,674,237
    other assets
    3,954,156
    Assets
    210,531,614
    Liabilities
    current liabilities
    24,620,733
    long-term liabilities
    12,183,000
    other liabilities
    9,067,096
    Liabilities
    45,870,829
    -
    capital stock
    98,828,127
    capital surplus
    865,806
    retained earnings
    66,685,404
    unrealized valuation
    losses on long–term
    equity investment
    -525,595
    cumulative translation
    adjustments
    94,416
    net loss not recognized
    as pension cost
    -15,647
    treasury stock
    -1,271,726
    Stockholders' equity
    164,660,785

    Income Statement:
    (in thousands of NT$, except per share amounts)
    revenues
    128,871,529
    costs of revenues
    84,855,263
    gross profit
    44,016,266
    operating expenses
    5,180,313
    operating income
    38,835,953
    non-operating income
    4,835,525
    non-operating expenses
    1,646,478
    income before income tax
    42,025,000
    income tax
    9,147,437
    net income
    32,877,563
    earnings per share
    3.37

The 11th Meeting of The 11th Boards of Directors of The Company

Aug.27

2003

The important resolutions made by the 11th meeting of the 11th board of directors of the Company ( Aug 27, 2003) ：

  • 1. The board of directors has approved the participation by China Steel Corporation in a global offering whereby the Ministry of Economic Affairs of Republic of China, a shareholder of the Company, shall sell depositary receipts representing certain of the common shares of the Company held by it.
    • (1) The MOEA intends to sell, pursuant to the “Measures on the Offering of DRs Representing Common Stock” of the Company, DRs representing up to 1,203,197,000 shares of Common Stock held by it in the Offering. The actual number of DRs to be sold in the Offering shall be set forth in the DR purchase agreement and the DR depositary agreement to be entered into in connection with the Offering.
    • (2) The Company proposes that the Board authorizes the Chairman or any person designated by the Chairman to make any amendment to the actual plan, terms and condition, and other relevant details of the Offering that such person may deem necessary in accordance with the instructions of the regulatory body or in view of then current market conditions.
    • (3) The Company proposes that the Board authorizes the Chairman or any person designated by the Chairman to negotiate, approve and execute, on behalf of the Company, all agreements and documents and to deal with all necessary matters relating to the Company's participation in the Offering.
    • (4) It is contemplated that all expenses incurred in and resulted from the Company's participation in the Offering (including but not limited to fees and charges incurred by underwriters, legal advisors, accountants and financial advisors and any other relevant expenses) will be borne by the MOEA.
  • 2.The board of directors has approved the financial statements for six months ended June 30, 2003.
    • Revenue: NT$ 62,541,406,000
      Net income after tax: NT$ 18,210,852,000
      EPS after tax: 1.98
The 10th Meeting of The 11th Boards of Directors of The Company

Jun.18

2003

The important resolutions made by the 10th meeting of the 11th board of directors of the Company (June 18, 2003) ：

  • 1.Approving the agenda to participate East Asia United Steel Corporation Investment Project
    CSC, Sumitomo Metal Industries (SMI) and Sumitomo Corporation (SC) will establish a joint venture company named East Asia United Steel Corporation (EAU) in Japan. CSC will invest 10 billion JPY in total and hold 33% of EAU Steel's shares.
  • 2. Approving the revamping and modification of No.4 & 5 slab continuous casters of steel making plant and total investment is estimated to be NT$2,101,910,000
  • 3. Approving the secondary ladle furnace installation at BOF plant I
    And total investment is estimated to be NT$604,143,000
  • 4. Approving the revamping project of existing cold-heading steel wire plant and total investment is estimated to be NT$267,960,000
  • 5. Approving the Conversion Sale Program for CSC common shareholders to sell shares via GDR
The 9th Meeting of The 11th Board of Directors of The Company

Mar.20

2003

The important resolutions made by the 9th meeting of the 11th board of directors of the Company (March 20, 2003) ：

  • 1.Approving the date, location, and the reporting and discussing matters of the 2003 General Shareholders' Meeting
    • (1) Date for convening the shareholders' meeting: 2003/06/18
    • (2) Location for convening the shareholders' meeting: The Auditorium in CSC
    • (3) Chung Kang Road, Hsiao Kang District, Kaohsiung ,Taiwan,R.O.C
    • (4) Cause or subjects for convening the meeting:
      To report:
      • *To report the status of guarantee provided by CSC as of the end of 2002
        To discuss and approve:
        *To approve 2002 Business Report and Financial Statements
        *To approve the proposal for distribution of 2002 profits
        *To approve the capitalization of 2002 dividends sharing
        *To approve the revisions to the Articles of Incorporation
        *To approve the revisions to the Procedures for acquisition or Disposal of Assets
        *To approve the revisions to the Procedures for Endorsement and Guarantee
        *To remove the prohibition against the holdings of positions in similar companies by directors of the Company.
    • (5) Starting and ending dates of suspension of share transfer: 2003/04/20~2003/06/18
  • 2. Approving the investment in convertible preferred shares of Taiwan High
    Speed Rail Corp.
    The Company will invest NT$1,000 million to acquire convertible preferred shares of Taiwan High Speed Rail Corp.
  • 3. Approving the proposal of the distribution of 2002 profits
    • (1) Type and monetary amount of dividend distribution:
      * Preferred Stock
      • Cash dividends: NT$ 1.4 per share
        Stock dividends: NT$ 0.15 per share
        Total: NT$ 74,031,100
      * Common Stock
      • Cash dividends: NT$ 1.4 per share
        Stock dividends: NT$ 0.15 per share
        Total: NT$14,365,342,546.1
    • (2)Any other matters that need to be specified:
      *Employee's Profit Sharing：NT$445,889,560；Compensation to Directors &
      Supervisors: NT$44,588,950.
      *Number of shares for employee profit sharing:44,588,956，equivalent 24.19% to total capital increase from 2002 profit.
      * Recalculated Earnings Per Share after distributions of employee profit
      sharing and compensation to Directors & Supervisors:NT$1.80.
  • 4. Approving the proposal of new shares for capital increase
    • (1) Source of capital increase funds: profit of year 2002
    • (2) Number of shares issued: 184,324,830 shares (including employee profit sharing)
    • (3) Par value per share: NT$10
    • (4) Total monetary amount of the issue: NT$1,843,248,300
    • (5) Number of shares allotted to employees: 44,588,956 shares
    • (6) Ratio of shares allotted as stock dividends to existing shareholders: stock dividend of 15 shares for each 1,000 shares
    • (7) Rights and obligations of the newly issued shares: same as existing shares
    • (8) Utilization of the funds from the capital increase: Increase in working capital
  • 5. Approving the Equipment Revamping project for 1st and 2nd Sinter Plant
    • (1) Content of the investment plan: Steel structure extension Electric and machine equipment revamping, Sinter machine in store intensified shifting feeder and Sinter pallet expansion.
    • (2) Period of project: 37 months.
    • (3) Total investment：excepted to be NT$803,840,000
    • (4) Anticipated date of execution of the investment: 2003/04/01~2006/04/30
    • (5) Source of funds: 27.5% from long-term debts, others from CSC's own capital
    • (6) Concrete purpose/objective:
      • a. Recover origin function
      • b. Improve permeability
      • c. In large suction area
  • 6. Approving the Cold-Rolled Coil H2 Annealing Furnace Revamping Project
    • (1) Period of project: 23 months.
    • (2) Total investment is excepted to be NT$424,140,000
    • (3) Anticipated date of execution of the investment: 2003/04~2005/02
    • (4) Source of funds: 27.5% from long-term debts, others from CSC's own capital
    • (5) Concrete purpose/objective:
      • a. Quality Improvement
      • b. Increase production
      • c. Equipment revamping
  • 7. Approving the financial statements for the year 2002
    For the year 2002,revenues, net income and EPS were NT$99,939,846,000,NT$16,839,080,000 and NT$1.86, respectively.
  • 8. Approving the Equipment Revamping Project for 2nd Blast Furnace
    • (1) This revamping project will rebuild the shell of blast furnace with cooling stave, top charging system, gas cleaning system, electrical, instrument and process computer equipment, and repair cast house, stock house and hot stove etc.
    • (2) Period of project: three years and two month.
    • (3) Total investment: excepted to be NT$3,030,160,000
    • (4) Anticipated date of execution of the investment: 2003/04/01~2006/06/30
    • (5) Source of funds: 27.5% from long-term debts, others from CSC's own capital
    • (6) Concrete purpose/objective: This revamping project will renew and improve the function of original equipment, adopt new technology of equipment and modify the facility of preventable pollution to increase the quality of environment.


The 8th Meeting of The 11th Board of Directors of The Company

Dec.27

2002

Important resolutions made by the 8th meeting of the 11th board of directors of the Company(December 17, 2002). ：

  • 1. Approving the forecasted financial statements for year 2003 as follows:

    BALANCE SHEETS
    （(In thousands of New Taiwan Dollars)）
    ASSETS
    Current Assets
    59,327,329
    Long-term Investments
    42,003,594
    Fixed Assets
    103,835,931
    Other Assets 
    4,673,791
    Total Assets
    209,840,645
    LIABILITIES 
    Current Liabilities
    27,742,896
    Bonds Payable
    20,000,000
    Long-term Debts
    294,260
    Reserve for Land Value Increment
    3,370,813
    Tax
    3,370,813
    Other Liabilities
    5,460,962
    Total Liabilities
    56,868,931
    -
    Shareholders'Equity
    152,971,714
    Total Liabilities and Shareholders'Equity
    209,840,645

    INCOME STATEMENT
    (In Thousand New Taiwan Dollars,Except Earnings Per Share)
    Revenues
    113,365,588
    Cost of Revenues
    73,000,152
    Gross Profit
    40,365,436
    Operating Expenses
    4,832,049
    Income from Operations
    35,533,387
    Non-operating Income
    3,290,927
    Non-operating Expenses
    2,284,314
    Income before Income Tax
    36,540,000
    Income Tax Expense
    7,364,000
    Net Income 
    29,176,000
    Earnings per share(after tax)
    3.10

  • 2. The board of directors approves "New Coke Dry Quenching Plant for Phase 4 Coke Oven Plant Project"(1)One complete facilites of coke dry quenching for phase 4 coke oven plant(2)The improvement of existing dedusting facilities for phase 4 coke conveying system.Total investment is excepted to be NT$1,837,279,000.
  • 3. The board of directors approves the planning to implement a integrate sizing press in NO.1 Hot Strip Mill in CSC.Total investment is excepted to be NT$1,080,590,000
The 7th Meeting of The 11th Board of Directors of The Company

Aug.28

2002

The important resolutions made by the 7th meeting of the 11th board of directors of the Company (August 28, 2002)：

  • 1.Approving the re-updated forecasted financial statements for year 2002 as follows:
  • 2.Approving the financial statements for the first half of year 2002, ended June 2002. The operating income is NT$46,258 million, the income after tax is NT$4,083 million, and the earning's per share is NT$0.46.

    BALANCE SHEETS (In thousands of New Taiwan Dollars) Re-updated forecast Updated forecast
    Current assets
    45,941,713
    45,631,167
    Long-term investments
    37,265,930
    36,937,910
    Net properties
    108,292,340
    108,292,340
    Other assets
    4,892,260
    4,892,260
    Total assets
    196,392,243
    195,753,677
    Current liabilities
    28,986,176
    28,190,363
    Bonds payable
    25,000,000
    30,000,000
    Long-term debts
    50,000
    50,000
    Reserve for land value increment tax
    3,370,813
    3,370,813
    Other liabilities
    4,948,212
    4,948,212
    Total liabilities
    62,355,201
    66,559,388
    Stockholders' equity
    134,037,042
    129,194,289
    Total liabilities and stockholders' equity
    196,392,243
    195,753,677

    STATEMENTS OF INCOME (In thousands of New Taiwan Dollars, except earnings per common share.) Re-updated forecast Updated forecast
    Revenues
    97,840,171
    89,914,152
    Cost of revenues
    74,775,365
    71,701,937
    Gross profit
    23,064,806
    18,212,215
    Income from operations
    18,486,442
    13,633,851
    Income before income tax
    18,500,000
    13,000,000
    Income tax expense
    2,482,760
    1,890,526
    Net income
    16,017,240
    11,109,474
    Earnings per common share (NT$)
    1.77
    1.22

  • 3. Approving the Project to renovate the reheating oven of Bar Mill Ⅰto the amount of NT$ 571,117,000.
  • 4. Approving the agenda to purchase all the land and buildings of HIMAG Magnetic Corporation to the amount not over NT$ 203,000,000.
The 5th Meeting of The 11th Board of Directors of The Company

Mar.22

2002

  • 1. Approving the date, location, and the reporting and discussing matters of the 2003 General Shareholders' Meeting
    • (1) Date for convening the shareholders' meeting: 2003/06/18
    • (2) Location for convening the shareholders' meeting: The Auditorium in CSC
    • (3) Chung Kang Road, Hsiao Kang District, Kaohsiung ,Taiwan,R.O.C)
    • (4) Cause or subjects for convening the meeting:
      To report:
      *To report the status of guarantee provided by CSC as of the end of 2002
      To discuss and approve:
      *To approve 2002 Business Report and Financial Statements
      *To approve the proposal for distribution of 2002 profits
      *To approve the capitalization of 2002 dividends sharing
      *To approve the revisions to the Articles of Incorporation
      *To approve the revisions to the Procedures for acquisition or Disposal of Assets
      *To approve the revisions to the Procedures for Endorsement and Guarantee
      *To remove the prohibition against the holdings of positions in similar companies by directors of the Company.
    • 5. Starting and ending dates of suspension of share transfer: 2003/04/20~2003/06/18
      Approving the investment in convertible preferred shares of Taiwan High
      Speed Rail Corp.
      The Company will invest NT$1,000 million to acquire convertible preferred shares of Taiwan High Speed Rail Corp.
    • 2. Approving the proposal of the distribution of 2002 profits
      • (1) Type and monetary amount of dividend distribution:
        * Preferred Stock
        Cash dividends: NT$ 1.4 per share
        Stock dividends: NT$ 0.15 per share
        Total: NT$ 74,031,100 * Common Stock
        Cash dividends: NT$ 1.4 per share
        Stock dividends: NT$ 0.15 per share
        Total: NT$14,365,342,546.1
      • (2) Any other matters that need to be specified:
        *Employee's Profit Sharing：NT$445,889,560；
        Compensation to Directors & Supervisors: NT$44,588,950.
        *Number of shares for employee profit sharing:44,588,956，
        equivalent 24.19% to total capital increase from 2002 profit.
        * Recalculated Earnings Per Share after distributions of employee profit
        sharing and compensation to Directors & Supervisors:NT$1.80.
    • 3. Approving the proposal of new shares for capital increase
      • (1) Source of capital increase funds: profit of year 2002
      • (2) Number of shares issued: 184,324,830 shares (including employee profit sharing)
      • (3) Par value per share: NT$10
      • (4) Total monetary amount of the issue: NT$1,843,248,300
      • (5) Number of shares allotted to employees: 44,588,956 shares
      • (6) Ratio of shares allotted as stock dividends to existing shareholders: stock dividend of 15 shares for each 1,000 shares
      • (7) Rights and obligations of the newly issued shares: same as existing shares
      • (8) Utilization of the funds from the capital increase: Increase in working capital
    • 4. Approving the Equipment Revamping project for 1st and 2nd Sinter Plant
      • (1) Content of the investment plan: Steel structure extension Electric and machine equipment revamping, Sinter machine in store intensified shifting feeder and Sinter pallet expansion.
      • (2) Period of project: 37 months.
      • (3) Total investment：excepted to be NT$803,840,000
      • (4) Anticipated date of execution of the investment: 2003/04/01~2006/04/30
      • (5) Source of funds: 27.5% from long-term debts, others from CSC's own capital
      • (6) Concrete purpose/objective:
        • a. Recover origin function
        • b. Improve permeability
        • c. In large suction area
    • 5. Approving the Cold-Rolled Coil H2 Annealing Furnace Revamping Project
      • (1) Period of project: 23 months.
      • (2) Total investment is excepted to be NT$424,140,000
      • (3) Anticipated date of execution of the investment: 2003/04~2005/02
      • (4) Source of funds: 27.5% from long-term debts, others from CSC's own capital
      • (5) Concrete purpose/objective:
        • a. Quality improvement
        • b. Increase production
        • c. Equipment revamping
    • 6. Approving the financial statements for the year 2002
      For the year 2002,revenues, net income and EPS were NT$99,939,846,000,NT$16,839,080,000 and NT$1.86, respectively.
    • 7. Approving the Equipment Revamping Project for 2nd Blast Furnace
      • (1) This revamping project will rebuild the shell of blast furnace with cooling stave, top charging system, gas cleaning system, electrical, instrument and process computer equipment, and repair cast house, stock house and hot stove etc.
      • (2) Period of project: three years and two month.
      • (3) Total investment: excepted to be NT$3,030,160,000
      • (4) Anticipated date of execution of the investment: 2003/04/01~2006/06/30
      • (5) Source of funds: 27.5% from long-term debts, others from CSC's own capital
      • (6) Concrete purpose/objective: This revamping project will renew and improve the function of original equipment, adopt new technology of equipment and modify the facility of preventable pollution to increase the quality of environment.