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ACER — AGM Information 2016
Jul 12, 2016
10414_rns_2016-07-12_42fe8120-e7ce-4c0d-b610-999fe87b3bc7.pdf
AGM Information
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MINUTES OF 2016 ANNUAL SHAREHOLDERS' MEETING
OF ACER INCORPORATED
(Translation)
The translation is intended for reference only and nothing else. The Chinese text of the Minutes of 2016 Annual Shareholders' Meeting shall govern any and all matters related to the interpretation of the subject matter stated herein.
Time and Date of Meeting: 9:00 a.m., June 24, 2016
Place of Meeting: 4F., No. 99, Sec. 1, Xintai 5th Rd. ,Xizhi Dist., New Taipei City
(Place of the Meeting: Farglory International Convention Center)
Total outstanding shares of ACER (excluding the shares without voting right as stipulated in Article 179 of the Company Law): 3,063,633,833 shares
Total shares represented by shareholders present in person or proxy: 1,601,701,674 shares
Percentage of shares held by shareholders present in person or proxy: 52.28%
The attendance list of the directors:
George Huang, Jason C.S. Chen, Philip Peng and F. C. Tseng
Chairman: George Huang
Recorder: Nancy Hu
The aggregate shareholding of the shareholders present in person or proxy constituted a quorum. The Chairman called the meeting to order.
Chairman's Address : (Omitted)
1. Proposed Resolutions (A)
Item 1
Proposal: To Approve Amendments to the Company's Articles of Incorporation. (Proposed by the Board of Directors)
Explanatory Notes:
(1) Due to the amendment of Article 235, 235-1 and 240 of Company Act made on May 20, 2015, instead of calculating by "profit after taxes" and distributed from retained earnings, a company shall, after deducting the cumulative losses (if any), calculate employee and Director remuneration from "profit before taxes" by applying the ratio prescribed in the Articles of Incorporation. Therefore, it is now proposed to modify employee and Director's remuneration ratio by amending Article 16-1, 20~ 22 of Article of Incorporation. Please refer to Attachment 1, pages 13 to 14, for the comparison table.
(2) Please discuss.
Voting Results: Shares present at the time of voting: 1,599,670,108 (votes casted electronically: 540,172,623 votes)
| Voting Results* | % of the total represented share present |
|
|---|---|---|
| Votes in favor: | 1,445,130,369 votes |
|
| (387,229,517 votes) |
90.34% | |
| Votes against : | 263,553 votes |
|
| (259,552 votes) |
0.02% | |
| Votes invalid or abstained: | 154,276,186 votes |
|
| (152,683,554 votes) |
9.64% |
*including votes casted electronically (number in brackets)
RESOLVED, that the above proposal be and hereby was approved as proposed.
2. Report Items
- (1) To Report the Business of 2015 Explanatory Notes: Please refer to Attachment 2, page 15.
- (2) To Report the Execution of Sound Business Plan Explanatory Notes:
- I. In accordance with the Certificated No. 1030039103 issued by Financial Supervisory Commission, R.O.C. (Taiwan) on October 21, 2014, hereby to report the execution status of sound business plan for cash injection of issuing a total number of 300,000 thousand shares. Please refer to the Attachment 3, page16.
- II. The application and purpose of the utilization plan aforesaid had been achieved as of December 31, 2015. .
- (3) Audit Committee's Review Report Explanatory Notes: Please refer to Attachment 4, page17.
- (4) To Report the Execution of 2015 Employees' Compensation and Board Directors' Remuneration Explanatory Notes: Please refer to Attachment 5, page 18.
Speech from shareholders: shareholder registered number 0519823 and 0776988 had questions about the schedule of company organizational change and the deadline of announcement for monthly revenue, the questions were responded by the Chairman and the assigned.
3.Proposed Resolutions (B)
Item 2
Proposal: To Accept 2015 Financial Statements and Business Report. (Proposed by the Board of Directors)
Explanatory Notes:
- (1) Acer's 2015 Financial Statements, including the Balance Sheets, Statements of Comprehensive Income, Statements of Changes in Equity and Statements of Cash Flow have been audited by independent auditors, Tzu-Chieh Tang and Wei-Ming Shih of KPMG.
- (2) The 2015 Business Report and the aforementioned financial statements are attached as Attachment 2, page 15 and Attachment 6, pages 19 to 32, which have been approved by the Audit Committee and resolved by the Board of Directors with resolution and are hereby submitted for acceptance.
- (3) Please discuss.
- Voting Results: Shares present at the time of voting: 1,601,101,275 (votes casted electronically: 540,172,623 votes)
| Voting Results* | % of the total represented share present |
|
|---|---|---|
| Votes in favor: | 1,433,966,500 votes |
|
| (376,520,326 votes) |
89.56% | |
| Votes against : | 277,383 votes |
0.02% |
| (264,867 votes) |
||
| Votes invalid or abstained: | 166,857,392 votes |
10.42% |
| (163,387,430 votes) |
*including votes casted electronically (number in brackets)
RESOLVED, that the above proposal be and hereby was approved as proposed.
Item 3
Proposal: To Approve the Proposal for Distribution of 2015 Retained Earnings. (Proposed by the Board of Directors)
Explanatory Notes:
(1) The beginning balance of the un-appropriated retained earnings of the Company is NT\$0 in 2015. After plus the net income after tax for 2015, NT\$603,680,268 and deduct retained earnings of NT\$83,445,509 which is caused by the retirement of treasury stock and the restatement of IFRS version update, the total accumulative retained earnings available for appropriation is NT\$520,234,759.
- (2) In compliance with the Company Law, to appropriate the annual retained earnings, it is required to set aside NT\$52,023,476 as legal reserve and NT\$468,211,283 as special reserve, the ending balance of the un-appropriated retained earnings is NT\$0.
- (3) It is proposed not to pay dividends.
- (4) Please discuss
Acer Incorporated 2015 Statement of Distribution of Retained Earnings Unit:NT\$
| Beginning Balance of Un-appropriated Retained Earnings | 0 |
|---|---|
| Plus:2015 Net Income after Tax | 603,680,268 |
| Deduct: retained earnings caused by the retirement of treasury | |
| stock and the restatement of IFRS version update | (83,445,509) |
| Accumulative Retained Earnings Available for Appropriation in | |
| 2015 | 520,234,759 |
| Items of appropriation: | |
| Deduct: Legal Reserve | (52,023,476) |
| Deduct: Special Reserve | (468,211,283) |
| Ending Balance of Un-appropriated Retained Earnings | 0 |
Voting Results: Shares present at the time of voting: 1,601,101,275 (votes casted electronically: 540,172,623 votes)
| Voting Results* | % of the total represented | |
|---|---|---|
| share present | ||
| Votes in favor: | 1,444,545,342 votes |
|
| (387,116,806 votes) |
90.22% | |
| Votes against : | 394,454 votes |
|
| (364,300 votes) |
0.03% | |
| Votes invalid or abstained: | 156,161,479 votes |
|
| (152,691,517 votes) |
9.75% | |
*including votes casted electronically (number in brackets)
RESOLVED, that the above proposal be and hereby was approved as proposed.
Item 4
Proposal: To Approve the Proposal of Cash Distribution from the Capital Surplus. (Proposed by the Board of Directors)
Explanatory Notes:
- (1) In accordance with Article 241 of the Company Act, it is proposed a cash distribution of 1,540,501,414 from the capital surplus derived from any common stock issued by the Company. The cash will be distributed to the shareholders whose names and respective shares are in the shareholders' register on the record date for ex-dividend, at a ratio of NT\$ 0.5 per share (Rounded down to full NT dollar and the fractional amounts will be aggregately recognized as the Company's other income).
- (2) Should the cash distribution be adjusted due to the amendment of laws or regulations, a request by competent authorities, or any change of the numbers of outstanding share, subject to the approved distribution, it is proposed the General Shareholders' Meeting to authorize the Board of Directors with full power to adjust the distribution ratio.
- (3) Subject to this cash distribution approved by the General Shareholders' Meeting, it is proposed the General Shareholders' Meeting to authorize the Board of Directors with full power to determine the record date for the cash distribution from capital surplus.
(4)Please discuss.
Voting Results: Shares present at the time of voting: 1,601,101,275 (votes casted electronically: 540,172,623 votes)
| Voting Results* | % of the total represented share present |
|
|---|---|---|
| Votes in favor: | 1,444,595,588 votes (387,185,414 votes) |
90.23% |
| Votes against : | 351,200 votes (332,684 votes) |
0.02% |
| Votes invalid or abstained: | 156,154,487 votes (152,654,525 votes) |
9.75% |
*including votes casted electronically (number in brackets)
RESOLVED, that the above proposal be and hereby was approved as proposed.
Item 5
Proposal: To Accept the Modification of the 2014 Utilization Plan of Funds Obtained Through the Sale of New Stocks. (Proposed by the Board of Directors)
Explanatory Notes:
(1) This 2014 capital increase had been approved by the Financial Supervisory Commission on October 21, 2014 (#1030039103). The original version of the utilization plan of funds and the estimated effects are shown in Appendix 2, page 39.
| Estimated | Utilization plan | |||||
|---|---|---|---|---|---|---|
| Purpose | Utilizatio | Required | Y2015 | |||
| n Date | Amount | Quarter 1 | Quarter 2 | Quarter 3 |
Quarter 4 | |
| Pay off bank loan |
Q4, 2014 | 3,600,000 | -- | 1,800,000 | -- | 1,800,000 |
| Redemption repayment from the put option executed by the ECB holders |
Q3, 2015 | 3,515,899 | -- | -- | 3,515,899 | -- |
| Summary | - | 7,115,899 | -- | 1,800,000 | 3,515,899 | 1,800,000 |
(2) The original version of the utilization plan is as follows:
In thousands of New Taiwan Dollars
(3) Reasons of modifications of the utilization plan:
Redemption repayment from the put option executed by the ECB holders in the original plan was implemented in Q2 2015. Due to the costs is lower than the redemption repayment from the put option, Acer had been continually purchasing back and cancelling the convertible bond from the market. The current amount of the convertible bond has been lessened from USD103,800,000 to USD13, 400,000. Therefore, as of the expiration date of the options (July 27, 2015), only NT \$ 459,815,000 of the convertible bonds had been sold back by the bondholders, and NT \$ 1,340,185,000 of the increased capital remain unspent. For the effective use of the funds, it is proposed to change the purpose of the funds from "redemption repayment from the put option executed by the ECB holders" to "strengthen operating capital", which will be able to effectively save interest of short-term bank financing expenditure and reduce financial burden.
- (4) Impact on shareholders' interest: As a response to changes in the financial planning, ACER reserves to maintain a stable banking facilities and working capital. The proposed modification will increase flexibility and scheduling the use of funds and to improve the financial structure in the long run, there is no significant negative impact on shareholders' interest.
-
(5) For the proposed utilization plan of funds and the estimated effects, please see Appendix 3, page 40.
-
(6) Other information regarding the modifications of the plan, please see Appendix 4, pages 41 to 42.
- (7) For the evaluation by the lead securities underwriter, please see Appendix 5, pages 43 to 44.
- (8) The modification not only shall be announced to the public in accordance with relevant regulations, but also has been approved by the Board of Directors on August 6, 2015.
- (9) Please discuss.
- Voting Results: Shares present at the time of voting: 1,601,101,275 (votes casted electronically: 540,172,623 votes)
| Voting Results* | % of the total represented | |
|---|---|---|
| share present | ||
| Votes in favor: | 1,444,278,236 votes |
|
| (386,839,445 votes) |
90.21% | |
| Votes against : | 526,863 votes |
|
| (526,863 votes) |
0.03% | |
| Votes invalid or abstained: | 156,296,176 votes |
|
| (152,806,315 votes) |
9.76% |
*including votes casted electronically (number in brackets)
RESOLVED, that the above proposal be and hereby was approved as proposed.
4.Extemporary Motion
Speech from shareholders: shareholder registered number 0776988, 0851799, 0866224 and 0038933 had questions and comments about the directions of company and business development, board directors' and managements' remuneration and financial statement, the questions were responded by the Chairman and the assigned.
5.Meeting Adjourned : 10:40 a.m.
Note: This document is extracted from the meeting; the details are subject to the audio and video recording.
Acer Incorporated Articles of Incorporation
(Before and After Revision Chart)
| Before Revision | After Revision | Rationale |
|---|---|---|
| Article 16-1 | Article 16-1 | Amendment |
| The Board of Directors is authorized to determine the compensation recommended by the Remu- neration Committee for the directors, taking into account the extent and value of the services provided for the management of the Corporation and the standards of the industry within the R.O.C. and overseas, no matter whether the Company has profit or suffered loss. |
The Board of Directors is authorized to determine the compensation recommended by the Remu- neration Committee for the directors, taking into account the extent and value of the services provided for the management of the Corporation and the standards of the industry within the R.O.C. and overseas, no matter whether the Company has profit or suffered loss. |
of Article 235. 235-1 and 240 of Company Act. |
| Where this Company has earnings, the remunera- tion of directors shall be distributed in accordance with Article 20 of these Articles of Incorporation. |
Where this Company has earnings, the remuneration of directors shall be distributed in accordance with Article 20 of these Articles of Incorporation. Where there is profit in each fiscal year, after covering the accumulated losses, not more than one percent (1%) of the profit shall be distributed as remuneration of directors; the standard for distribution of remuneration will be recommended by Remuneration Committee and determined by the Board of Directors. |
|
| (N/A) | Article 20 Where there is profit at the end of each fiscal year, after covering the accumulated losses, at least 5% of the profit shall be distributed as employees' compensation. The employees' compensation in the previous section shall be distributed, in the form of either cash or stock bonus, by resolution approved by a majority voting attended by two-thirds of the directors of the Company. Qualification requirements of the employees who are entitled to receive the employees' compensation may be specified by the Board of Directors. |
Amendment of Article 235. 235-1 and 240 of Company Act regarding employees' compensation. |
| r - Paul Mund Chauden Carlos Before Revision |
After Revision | Rationale |
|---|---|---|
| Article 20 | Article 2021 | Amendment of Article 235, |
| Where this Company has earnings at the end of the fiscal year, after paying all relevant taxes, mak- ing up losses of previous year, this Company shall first set aside ten percent (10%) of said earnings as legal reserve, except that such legal reserve amounts to the total authorized capital. There- after, this Company shall set aside or reverse a special reserve in accordance with the applicable laws and regulations. Any balance left over shall be distributed as follows: |
Where this Company has earnings at the end of the fiscal year, after paying all relevant taxes, mak- ing up losses of previous year, this Company shall first set aside ten percent (10%) of said earnings as legal reserve, except that such legal reserve amounts to the total authorized capital. There- after, this Company shall set aside or reverse a special reserve in accordance with the applicable laws and regulations. Any balance left over shall be distributed as follows: |
235-1 and 240 of Company Act. |
| 1 Over Five percent (5%) for bonuses to employ- ees. When the employee bonuses will be paid in the form of share bonuses, the employees entitled to such share bonuses may include employees of subsidiaries of this Company satisfying certain cri- teria. The criteria shall be formulated by the board of directors: |
1. Over Five percent (5%) for bonuses to employees. When the employee bonuses will be- paid in the form of share bonuses, the employees- entitled to such share bonuses may include employees of subsidiaries of this Company satisfying certain criteria. The criteria shall be- formulated by the board of directors; |
|
| 2. Not more than one percent (1%) for remuner- ation of directors, the standard for distribution of remuneration will be recommended by Remuner- ation Committee and determined by the Board of Directors: |
2. Not more than one percent (1%) for remuneration of directors, the standard for distribution of remuneration will be recommended by Remuneration Committee and determined by the Board of Directors: |
|
| The remainder together with previous year amount, after an amount is reserved for operation needs, shall be allocated to shareholders as bo- nuses. Except distribution of reserve in accordance with competent laws and regulations, the Compa- ny shall not pay dividends or bonuses when there is no profit. |
The remainder together with previous year amount, after an amount is reserved for operation needs, shall be allocated to shareholders as bo- nuses. Except distribution of reserve in accordance with competent laws and regulations, the Compa- ny shall not pay dividends or bonuses when there is no profit. |
|
| Above distribution ratio may be adjusted upon the consent of shareholders meeting. |
Above distribution ratio may be adjusted upon the- consent of shareholders meeting. |
|
| Article 21 | Article 2422 | Adjusting arti- cle numbering |
| The Company Law and related regulations shall govern any matter not provided in the Articles of Incorporation. |
The Company Law and related regulations shall govern any matter not provided in the Articles of Incorporation. |
|
| Article 22 (omitted) |
Article 2223 (omitted) The forty-third amendment was approved on June 24,2016 |
Adjusting arti- cle numbering and the date of approval of shareholder's meeting. |
Business Report to Shareholders
I am glad to share with you that even though the overall PC industry experienced strong headwinds and challenges over the past year, Acer has steered itself through turbulent waves by the sheer determination to focus on its strengths, and closed the 2015 chapter in profit.
We continued to transform ourselves through our optimized product mix strategies targeting different market segments, and reported 2015 consolidated revenues of NT\$263.78 billion (US\$7.98 billion) and earnings per share of NT\$0.20, reflecting the macro PC industry decline and economic issues encountered in our European and Russian markets.
Along with our ongoing pursuit for product innovation and quality, making high-margin products was also a key. The effectiveness of our well-defined product positioning and product mix strategy was proven with our gross margin each quarter staying at close to 10% (Q1 - 9.8%, Q2 - 10.5%, Q3 $-8.1\%$ , and Q4 - 9.4%).
For Acer's new value creation business development, our BYOC™ cloud services has formed alliances with a variety of partners from different fields of the Internet of Things (IoT). They include smart home, healthcare applications, connected vehicles, and smart classroom applications for Acer to integrate with hardware, software and services, to innovate in the IoT together. Acer will also instill the concept of Internet of Beings (IoB) into all of our products, paving the way for the tight integration of intelligence and devices in the future.
For the development of our new core business, we will combine innovative technology with a people-centric approach. to develop well-designed products with high profitability potential. We will place more resources into new value creation businesses to expand with an even more multi-faceted approach with a broader range of applications, gather more partners to jointly develop and accelerate the growth of the IoT/IoB domain, and mark Acer's place in this exciting and booming industry.
I wish to express my high appreciation to all our shareholders for your long-term support, which has always been one of our greatest encouragements. I am confident that as long as we stand united to transform our organization together through the determination to innovate and overcome challenges, we will successfully stabilize operations and achieve each milestone step by step. I hope that all our stakeholders will continue to uphold their confidence in Acer, and together move forward for a sustainable future!
George theavy
George Huang Acer Chairman
Execution of Sound Business Plan
Units: In Millions of NTD
| Executive Section Report Follows ಿ ಅಧ್ಯಕ್ಷರಾಗಿ ಸಂಪರ್ಕ ಾಸಗಳ |
Actual for 2015 | Proposal for 2015 | Hit Rate |
|---|---|---|---|
| 2015 Net Income (Loss) | 604 | 1.761 | 34% |
| 2014 Net Income (Loss) | 1.791 | 632 | 283% |
| Net Income (Loss) 2014-2015 |
2.395 | 2.393 | 100% |
Units: In Millions of NTD
| ltems. | Actual for 2015 | Proposal for 2015 | Hit Rate o, |
|---|---|---|---|
| Net Revenues | 263,775 | 352,656 | 75% |
| COGS | $-238,891$ | $-322,583$ | 74% |
| Gross Margin | 24,884 | 30,073 | 83% |
| S&M | $-17,702$ | $-20,248$ | 87% |
| G&A | $-4,431$ | $-4,907$ | 90% |
| R&D. | $-2,089$ | $-2,581$ | 81% |
| Operating Income | 939 | 2,337 | 40% |
| Non-operating Income and Gain | 1,006 | 370 | 272% |
| Non-operating Expense and Loss | $-1,098$ | $-472$ | 232% |
| 2015 Net Income (Loss) | 604 | 1,761 | 34% |
| Summary | Due to the Euro's sharp decline and China and other emerging markets' weak perfor- mance in 2015, the hit-rate of FY2015 net revenue accounts for merely 75%, 83% for Gross Margin, 40% for Operating Income, and 34% for Net Income. |
Audit Committee's Review Report
The Board of Directors has prepared the Company's 2015 Business Report, Financial Statements, and proposal for allocation of profits. The CPA Tzu-Chieh Tang and Wei- Ming Shih from KPMG were retained to audit Acer's Financial Statements and have issued an audit report relating to the Financial Statements. The said Business Report, Financial Statements, and profit allocation proposal have been reviewed and determined to be correct and accurate by the Audit Committee of Acer Incorporated in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, I hereby submit this Report.
Acer Incorporated Convener of the Audit Committee: F.C. Tseng
March 23, 2016
Execution of 2015 Employees' Compensation and Board Directors' Remuneration
The Board of Directors resolved the appropriation of compensation to employees and remuneration to directors on March 24, 2016. The details of the appropriation are stated below. The aforesaid appropriation will be distributed according to the related provisions and shall be reported to General Shareholders' Meeting.
Units: NTD
| 化三氯化二苯基苯 医马克氏病 医无线性神经 医单位的 经基本资本 经公司 经公司公司 化二乙酸 医白 $Item$ |
Amount of Appropriation Resolved by the Board of Directors |
|---|---|
| Compensation to Employees - Cash | 28.200.077 |
| Remuneration to Directors |
Note: Through resolution, the Board of Directors waived the right to director's remuneration; the NTD 5,640,000 difference from the recognized expense amounts will be governed by the Changes in Accounting Estimates and deemed as operating income (loss) of 2016.
Independent Auditors' Report
The Board of Directors Acer Incorporated:
We have audited the accompanying consolidated balance sheet of Acer Incorporated (the "Company") and subsidiaries as of December 31, 2015, and their restated consolidated balance sheet as of December 31, 2014, and the related consolidated statements of comprehensive income, restated changes in equity, and cash flows for the years ended December 31, 2015 and 2014. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with the "Regulations Governing Auditing and Certification of Financial Statements by Certified Public Accountants" and auditing standards generally accepted in the Republic of China. Those regulations and standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to in the first paragraph present fairly, in all material respects, the consolidated financial position of Acer Incorporated and subsidiaries as of December 31, 2015 and 2014, and the results of their consolidated financial performance and their consolidated cash flows for the years then ended, in conformity with the "Regulations Governing the Preparation of Financial Reports by Securities Issuers", and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations and SIC Interpretations endorsed by the Financial Supervisory Commission of the Republic of China.
As described in Note 3 of the consolidated financial statements, starting January 1, 2015, the Company and its subsidiaries prepared the consolidated financial statements in accordance with International Accounting Standards 19 "Employee Benefits" of 2013 Taiwan-IFRS version endorsed by the Financial Supervisory Commission.
Consequently, the consolidated financial statements as of and for the year ended December 31, 2014 have been restated retrospectively.
We have also audited the parent-company-only financial statements of Acer Incorporated as of and for the years ended December 31, 2015 and 2014, on which we have issued a modified unqualified opinion and an unqualified opinion, respectively.
Taipei, Taiwan (the Republic of China) March 24, 2016
This document is an English translation of a report originally issued in Chinese. In the event of a conflict between the English translation and the original Chinese version, the Chinese language auditor's report shall prevail.
Consolidated Balance Sheets
December 31, 2015 and 2014
(in thousands of New Taiwan dollars)
| Assets | 2014.12.31 | |
|---|---|---|
| 2015.12.31 | (Restated) | |
| Current assets: | ||
| Cash and cash equivalents | \$ 44,621,527 |
47,558,651 |
| Financial assets at fair value through profit or loss-current | 791,575 | 1,899,626 |
| Available-for-sale financial assets - current | 93,313 | 146,479 |
| Notes and accounts receivable, net | 48,173,027 | 59,167,731 |
| Accounts receivable from related parties | 52,749 | 23,837 |
| Other receivables | 1,309,972 | 1,261,631 |
| Other receivables from related parties | 276 | 9 |
| Current income tax assets | 818,938 | 1,244,873 |
| Inventories | 34,043,598 | 36,600,487 |
| Other current assets | 3,044,802 | 2,981,846 |
| Total current assets | 132,949,777 | 150,885,170 |
| Non-current assets: | ||
| Available-for-sale financial assets - non-current | 3,159,771 | 3,859,807 |
| Investments in associates | 155,992 | 142,461 |
| Property, plant and equipment | 4,827,412 | 5,484,061 |
| Investment property | 1,192,699 | 1,113,067 |
| Intangible assets | 26,609,427 | 26,727,547 |
| Deferred income tax assets | 838,146 | 1,018,564 |
| Other non-current assets | 1,065,370 | 701,834 |
| Other financial assets-non-current | 943,609 | 1,162,526 |
| Total non-current assets | 38,792,426 | 40,209,867 |
| Total assets | 171,742,203 \$ |
191,095,037 |
$\sim 6\%$
(Continued)
Consolidated Balance Sheets
December 31, 2015 and 2014
(in thousands of New Taiwan dollars)
| Liabilities and Equity | 2014.12.31 | |
|---|---|---|
| 2015.12.31 | (Restated) | |
| Current liabilities: | ||
| Short-term borrowings | \$ 2,584,377 |
317,000 |
| Financial liabilities at fair value through profit or loss-current | 318,934 | 624,227 |
| Notes and accounts payable | 42,736,897 | 54,824,412 |
| Accounts payables to related parties | 10,285 | 13,961 |
| Other payables | 38,793,970 | 42,165,243 |
| Other payables to related parties | 1,085 | 788 |
| Current income tax liabilities | 738,507 | 927,296 |
| Provisions-current | 6,979,705 | 8,972,446 |
| 5,966,431 | 3,634,818 | |
| Current portion of bonds payable Current portion of long-term debt |
1,800,000 | 3,600,000 |
| Other current liabilities | 2,645,901 | 2,675,700 |
| Total current liabilities | 102,576,092 | 117,755,891 |
| Non-current liabilities: | ||
| Bonds payable | 5,880,437 | |
| Long-term debt | 3,600,000 | |
| Provisions-non-current | 94,946 | 127,752 |
| Deferred income tax liabilities | 1,437,179 | 1,397,284 |
| Other non-current liabilities | 1,778,885 | 1,703,823 |
| Total non-current liabilities | 3,311,010 | 12,709,296 |
| Total liabilities | 105,887,102 | 130,465,187 |
| Equity: | ||
| Common stock | 30,854,428 | 27,965,678 |
| Capital surplus | 36,232,755 | 34,098,396 |
| Retained earnings: | ||
| Legal reserve | 93,166 | |
| Special reserve | 838,498 | |
| Unappropriated earnings | 520,235 | 903,649 |
| Other reserves | 228,505 | 845,908 |
| Treasury stock | (2,914,856) | (3,186,038) |
| Equity attributable to shareholders of the Company | 65,852,731 | 60,627,593 |
| Non-controlling interests | 2,370 | 2,257 |
| Total equity | 65,855,101 | 60,629,850 |
| Total liabilities and equity | 171,742,203 $S =$ |
191,095,037 |
Consolidated Statements of Comprehensive Income
For the years ended December 31, 2015 and 2014
(in thousands of New Taiwan dollars, except earnings per share data)
| 2015 | 2014 | |
|---|---|---|
| Revenue | \$ 263,775,202 |
329,684,271 |
| Cost of revenue | 238,891,080 | 300,742,087 |
| Gross profit | 24,884,122 | 28,942,184 |
| Operating expenses | ||
| Selling expenses | 17,701,583 | 19,143,432 |
| Administrative expenses | 4,431,082 | 4,899,465 |
| Research and development expenses | 2,089,306 | 2,524,381 |
| Total operating expenses | 24,221,971 | 26,567,278 |
| Other operating income and loss – net | 276,457 | 332,759 |
| Operating income | 938,608 | 2,707,665 |
| Non-operating income and loss: | ||
| Other income | 476,684 | 414,732 |
| Other gains and losses – net | (228, 810) | 17,599 |
| Finance costs | (340, 454) | (651, 206) |
| Share of profits of associates and joint venture | 529 | 125,629 |
| Total non-operating income and loss Income before taxes |
(92, 051) | (93, 246) |
| Income tax expenses | 846,557 | 2,614,419 |
| Net income | 242,762 603,795 |
823,835 1,790,584 |
| Other comprehensive income (loss): | ||
| Items that will not be reclassified subsequently to profit or loss: | ||
| Remeausrement of defined benefit plans | (104, 521) | (54, 382) |
| Income tax benefit (expense) related to items that will not be reclassified | ||
| subsequently to profit or loss | 12,130 | (2,607) |
| (92, 391) | (56,989) | |
| Items that may be reclassified subsequently to profit or loss: | ||
| Exchange differences on translation of foreign operations | 252,979 | 1,445,638 |
| Change in fair value of available-for-sale financial assets | (990, 360) | 1,049,440 |
| Income tax benefit related to items that may be reclassified | ||
| subsequently to profit or loss | 623 | 375 |
| (736, 758) | 2,495,453 | |
| Other comprehensive income (loss) for the year, net of taxes Total comprehensive income (loss) for the year |
\$ (829, 149) |
2,438,464 |
| Net income attributable to: | (225, 354) | 4,229,048 |
| Shareholders of the Company | \$ 603,680 |
1,790,690 |
| Non-controlling interests | 115 | (106) |
| \$ 603,795 |
1,790,584 | |
| Total comprehensive income (loss) attributable to: | ||
| Shareholders of the Company | \$ (225, 467) |
4,229,180 |
| Non-controlling interests | 113 | (132) |
| \$ (225, 354) |
4,229,048 | |
| Earnings per share (in New Taiwan dollars): | ||
| Basic earnings per share | \$ 0,20 |
0.66 |
| Diluted earnings per share | \$ 0.20 |
0.63 |
Consolidated Statements of Changes in Equity
For the year ended December 31, 2015 and 2014
(in thousands of New Taiwan dollars)
| Attributable to shareholders of the Commany | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Retained carnings | Other reserves | ||||||||||||||
| Common stock | surplus Capital |
Legal reserve | reserve Special |
Unappropriated earnings (accumulated deficit) |
Total | Foreign currency translation differences |
avallable-for-sale Unrealized gain financial assets (loss) from |
Remensurements of defined benefit plans |
cost arising from restricted shares of stock issued compensation to employees Unearned |
Total | Treasury stock | Total | controlling interests Non- |
Total equity | |
| Balance at January 1, 2014 | \$ 28,347,268 | 43,707,727 | 10,012,168 | 6,126,774 | (24,464,794) | (8,325,852) | (262.231) | (1,163,645) | (1,425,876) | (6.054.286) | 56,248.98 | 2,389 | 56,251,370 | ||
| Effects of retrospective restatements | 00.28 | $-0.85,004$ | R5.004 | 85,004 | |||||||||||
| Restated balance at January 1, 2014 | 28.347,268 | 43.707.727 | 10.012.168 | 6.126.774 | C4.540.798 | 0340.856 | [262.23] | 11163,645) | R5.004 | 1.340.872 | (6.054.286) | 56,248,981 | 2.389 | 56,251,370 | |
| Appropriation upproved by the stockholders: | |||||||||||||||
| Decrease in capital surplus to offset accumulated deficits |
1 | (8.325.852) | 8,325.852 | 8,325.852 | |||||||||||
| Decrease in legal reserve to offset accumulated deficits |
(10, 012, 168) | 10,012,168 | |||||||||||||
| Decrease in special reserve to offset accumulated deficits |
3,460,642) | 3,460,642 | |||||||||||||
| Reversal of special reserve | 2,666,132) | 2.666.132 | |||||||||||||
| Other changes in capital surplus: | |||||||||||||||
| Change in equity of investments in subsidiaries | 168 | 168 | 168 | ||||||||||||
| Compensation cost arising from issuance of new shares resorved for employee subscription |
90,000 | 90,000 | 90,000 | ||||||||||||
| Issuance of restricted shares of stock to employees | 174,600 | 136,374 | (310.974) | (310.974) | ï | ||||||||||
| Compensation cost arising from restricted shares of stock issued to employees |
59,264 | 59,264 | 59264 | 59264 | |||||||||||
| Retirement of treasury stock | (556.190) | (1,510,021) | (802,037) | (802,037) | 2,868.248 | ||||||||||
| Net income in 2014 | 1,790,690 | 1,790,590 | 1,790,690 | (106) | 1,790,584 | ||||||||||
| Other comprehensive income in 2014 | 46,039 | T049.440 | (56.989) | 2438,490 | 2.438,490 | $^{126}$ | 2,438,464 | ||||||||
| Total comprehensive income in 2014 | 1,790,690 | 1.790,690 | 1,446,039 | 1,049,440 | (56.989) | 2,438,490 | 4.229.180 | (132) | 4,229,048 | ||||||
| Restated Balance at December 31, 2014 | 27,965,678 | 34,098,396 | 903.649 | 913.649 | 1,183,808 | (114.205 | 28,015 | 251.710 | 845.90 | 3.186.038 | 60,627,593 | .2.257 | 60,629,850 | ||
| Appropriation approved by the stockholders: | |||||||||||||||
| Legal reserve | 93,166 | (93.166) | |||||||||||||
| Special reserve | 838,498 | (838, 498) | |||||||||||||
| Other changes in capital surplus: | |||||||||||||||
| Change in equity of investments in subsidiaries | (4,662) | (4.662) | (4,662) | ||||||||||||
| Issuance of new shares for eash | 3.000.000 | 2,400.000 | 5,400,000 | 5,400.000 | |||||||||||
| Retirement of treasury stock | (100,000) | (115,752) | (55, 430) | (55, 430) | 271,182 | ł | , | ||||||||
| Retirement of restricted shares of stock issued to employees |
(11,250) | 11,250 | |||||||||||||
| Compensation cost arising from restricted shares of stock issued to employees |
(156, 477) | 211.74 | 211.744 | 55.267 | 55267 | ||||||||||
| Net income in 2015 | 603,680 | 603,680 | ł | 603,680 | $\approx$ | 603,795 | |||||||||
| Other comprehensive income in 2015 | I | 253.604 | (990.360) | (92.391) | (829.147 | (829,147) | ą | (829, 149) | |||||||
| Total comprehensive income in 2015 | 603,680 | 603.680 | 253.604 | (990.360) | (92.391) | (829, 147) | ٠ | (225.467) | $\approx$ | (235.35) | |||||
| Balance at December 31, 2015 | $s = 30.854.428$ | 36,33,355 | $-23.166$ | 838,498 | S20.23 | GBTSFT | TRUST | CLIP1565 | ASS 376 | (39.966) | 228,505 | 0.214.856 | $-65,852,731$ | 1.320 | 65,855.101 |
$\mathcal{A}^{\mathcal{A}}$
Consolidated Statements of Cash Flows
For the years ended December 31, 2015 and 2014
(in thousands of New Taiwan dollars)
| 2015 | 2014 | |
|---|---|---|
| Cash flows from operating activities: | ||
| Income before taxes | \$ 846,557 |
2,614,419 |
| Adjustments for: | ||
| Depreciation | 684,885 | 791,209 |
| Amortization | 1,000,991 | 1,202,555 |
| Valuation loss (gain) on derivative financial assets and liabilities | 1,303,264 | (1,988,511) |
| Interest expense | 340,454 | 651,206 |
| Interest income | (227, 438) | (283, 592) |
| Dividend income | (249, 246) | (131, 140) |
| Share-based compensation cost | 131,912 | 350,285 |
| Effects of exchange rate changes on bonds payable | (103, 634) | 200,218 |
| Share of profits of associates and joint venture | (529) | (125, 629) |
| Loss (gain) on disposal of property, plant and equipment and | ||
| investment property, net | 12,045 | (65, 727) |
| Gain on disposal of intangible assets | (24, 107) | |
| Loss on disposal of subsidiaries | 13,291 | |
| Gain on disposal of investments in associates | (41, 495) | |
| Gain on repurchase of bonds payable | (446, 429) | |
| Other investment loss (gain) | (23, 613) | 7,131 |
| Intangible assets charged to cost of sale | 2,174,851 | |
| Total profit and loss | 2,398,555 | 2,754,652 |
| Changes in operating assets and liabilities: | ||
| Net changes in operating assets: | ||
| Notes and accounts receivable | 10,994,704 | 2,913,298 |
| Receivables from related parties | (28,912) | (1, 125) |
| Inventories | 2,535,275 | (1,087,115) |
| Other receivables and other current assets | (110, 650) | 533,462 |
| Non-current accounts receivable | 46,725 13,437,142 |
(45, 523) 2,312,997 |
| Net changes in operating assets Net changes in operating liabilities: |
||
| Notes and accounts payable | (12,087,515) | (392, 949) |
| Payables to related parties | (3,379) | 13,428 |
| Other payables and other current liabilities | (3,354,855) | 153,180 |
| Provisions | (2,025,547) | (1, 548, 319) |
| Other non-current liabilities | 75,062 | 103,911 |
| Net changes in operating liabilities | (17,396,234) | (1,670,749) |
| Total changes in operating assets and liabilities | (3,959,092) | 642,248 |
| Cash provided by (used in) operations | (713,980) | 6,011,319 |
| Interest received | 227,762 | 283,326 |
| Income taxes paid | (379, 349) | (671,046) |
| Net cash provided by (used in) operating activities | (865, 567) | 5,623,599 |
(Continued)
Consolidated Statements of Cash Flows
For the years ended December 31, 2015 and 2014
(in thousands of New Taiwan dollars)
| 2015 | 2014 | |
|---|---|---|
| Cash flows from investing activities: | ||
| Purchase of available-for-sale financial assets | (345,581) | (70,000) |
| Proceeds from disposal of available-for-sale financial assets | 52,261 | |
| Proceeds from capital return of available-for-sale investments | 114,104 | 80,109 |
| Additions to investments in associates | (30, 552) | (20, 462) |
| Proceeds from disposal of investments in associates | 41,195 | |
| Proceeds from capital return of investments in associates | 172,130 | |
| Additions to property, plant and equipment | (267, 654) | (228, 752) |
| Proceeds from disposal of property, plant and equipment and | ||
| investment property | 57,138 | 590,954 |
| Decrease (increase) in advances to related parties | (267) | |
| Additions to intangible assets | (62, 930) | (103, 873) |
| Proceeds from disposal of intangible assets | 44,643 | |
| Decrease in other non-current financial assets and other non-current | ||
| assets | 1,439 | 177,098 |
| Dividend received | 250,150 | 139,854 |
| Net cash provided by (used in) investing activities | (187, 249) | 778,261 |
| Cash flows from financing activities: | ||
| Increase (decrease) in short-term borrowings | 2,267,377 | (72,989) |
| Repayment of long-term debt | (5,400,000) | (1,800,000) |
| Issuance of new shares for cash | 5,400,000 | |
| Repurchase of bonds payable | (3,677,046) | |
| Interest paid | (194, 790) | (260, 250) |
| Net cash used in financing activities | (1,604,459) | (2, 133, 239) |
| Effects of foreign exchange rate changes | (279, 849) | 306,367 |
| Net (decrease) increase in cash and cash equivalents | (2,937,124) | 4,574,988 |
| Cash and cash equivalents at beginning of year | 47,558,651 | 42,983,663 |
| Cash and cash equivalents at end of year | 44.621.527 S |
47,558,651 |
$\label{eq:2.1} \frac{1}{2} \sum_{i=1}^n \frac{1}{2} \sum_{j=1}^n \frac{1}{2} \sum_{j=1}^n \frac{1}{2} \sum_{j=1}^n \frac{1}{2} \sum_{j=1}^n \frac{1}{2} \sum_{j=1}^n \frac{1}{2} \sum_{j=1}^n \frac{1}{2} \sum_{j=1}^n \frac{1}{2} \sum_{j=1}^n \frac{1}{2} \sum_{j=1}^n \frac{1}{2} \sum_{j=1}^n \frac{1}{2} \sum_{j=1}^n \frac{1}{2} \sum_{j=1}^n \frac{$
$\bar{L}$
Independent Auditors' Report
The Board of Directors Acer Incorporated:
We have audited the accompanying non-consolidated balance sheet of Acer Incorporated (the "Company") as of December 31, 2015, and the restated non-consolidated balance sheet as of December 31, 2014, and the related non-consolidated statements of comprehensive income, restated changes in equity and cash flows for the years ended December 31, 2015 and 2014. These non-consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these non-consolidated financial statements based on our audits.
We conducted our audits in accordance with the "Regulations Governing Auditing and Certification of Financial Statements by Certified Public Accountants" and auditing standards generally accepted in the Republic of China. Those regulations and standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the non-consolidated financial statements referred to above present fairly, in all material respects, the non-consolidated financial position of Acer Incorporated as of December 31, 2015 and 2014, and the results of its operations and its cash flows for the years then ended in conformity with the Guidelines Governing the Preparation of Financial Reports by Securities Issuers.
As described in Note 3 of the non-consolidated financial statements, starting January 1, 2015, the Company prepared the non-consolidated financial statements in accordance with International Accounting Standards 19 "Employee Benefits" of 2013 Taiwan-IFRS version endorsed by the Financial Supervisory Commission. Consequently, the non-consolidated financial statements as of and for the year ended December 31, 2014 have been restated retrospectively.
Taipei, Taiwan (the Republic of China) March 24, 2016
This document is an English translation of a report originally issued in Chinese. In the event of a conflict between the English translation and the original Chinese version, the Chinese language auditor's report shall prevail.
Balance Sheets
December 31, 2015 and 2014
(in thousands of New Taiwan dollars)
| Assets | 2015.12.31 | 2014.12.31 (Restated) |
|---|---|---|
| Current assets: | ||
| Cash and cash equivalents | \$ 23,536,375 |
25,624,848 |
| Financial assets at fair value through profit or loss-current | 517,062 | 698,713 |
| Available-for-sale financial assets - current | 51,755 | 95,479 |
| Notes and accounts receivable, net | 3,745,174 | 4,796,199 |
| Accounts receivables from related parties | 14,240,875 | 19,802,924 |
| Other receivables | 555,615 | 932,861 |
| Other receivables from related parties | 1,168,238 | 1,191,059 |
| Current income tax assets | 136,987 | 133,300 |
| Inventories | 9,077,380 | 10,703,379 |
| Other current assets | 376,664 | 513,832 |
| Total current assets | 53,406,125 | 64,492,594 |
| Non-current assets: | ||
| Available-for-sale financial assets - non-current | 2,053,437 | 2,919,472 |
| Investments accounted for using equity method | 74,254,478 | 74,278,673 |
| Property, plant and equipment | 1,470,937 | 1,679,960 |
| Investment property | 1,314,199 | 1,234,365 |
| Intangible assets | 552,978 | 666,744 |
| Deferred income tax assets | 15,900 | |
| Other non-current assets | 228,680 | 250,048 |
| Other financial assets - non-current | 174,350 | 238,837 |
| Total non-current assets | 80,064,959 | 81,268,099 |
| Total assets | \$ 133,471,084 |
145,760,693 |
(Continued)
$\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\bar{\$
Balance Sheets
December 31, 2015 and 2014
(in thousands of New Taiwan dollars)
| Liabilities and Equity | 2014.12.31 | ||
|---|---|---|---|
| 2015.12.31 | (Restated) | ||
| Current liabilities: | |||
| Short-term borrowings | $\mathbb{S}$ | 1,800,000 | |
| Financial liabilities at fair value through profit or loss - current | 175,138 | 593,322 | |
| Notes and accounts payable | 34,283,848 | 45,825,757 | |
| Accounts payables to related parties | 76,579 | 119,258 | |
| Other payables | 18,689,002 | 19,220,725 | |
| Other payables to related parties | 219,135 | 212,790 | |
| Provisions-current | 625,107 | 996,355 | |
| Current income tax liabilities | 195,970 | 195,970 | |
| Current portion of bonds payable | 5,966,431 | 3,634,818 | |
| Current portion of long-term debt | 1,800,000 | 3,600,000 | |
| Other current liabilities | 2,377,373 | 38,307 | |
| Total current liabilities | 66,208,583 | 74,437,302 | |
| Non-current liabilities: | |||
| Bonds payable | 5,880,437 | ||
| Long-term debt | 3,600,000 | ||
| Deferred income tax liabilities | 564,339 | 515,181 | |
| Other non-current liabilities | 845,431 | 700,180 | |
| Total non-current liabilities | 1,409,770 | 10,695,798 | |
| Total liabilities | 67,618,353 | 85,133,100 | |
| Equity: | |||
| Common stock | 30,854,428 | 27,965,678 | |
| Capital surplus | 36,232,755 | 34,098,396 | |
| Retained earnings: | |||
| Legal reserve | 93,166 | ||
| Special reserve | 838,498 | ||
| Unappropriated earnings | 520,235 | 903,649 | |
| Other reserves | 228,505 | 845,908 | |
| Treasury stock | (2,914,856) | (3,186,038) | |
| Total equity | 65,852,731 | 60,627,593 | |
| Total liabilities and equity | \$ | 133,471,084 | 145,760,693 |
Statements of Comprehensive Income
For the years ended December 31, 2015 and 2014
(in thousands of New Taiwan dollars, except earnings per share data)
| 2015 | 2014 | ||
|---|---|---|---|
| Revenue | \$ | 196,086,936 | 246,625,093 |
| Cost of revenue | 187,687,155 | 239,132,261 | |
| Gross profit | 8,399,781 | 7,492,832 | |
| Realized (unrealized) profit on intercompany sales | 56,619 | (30, 833) | |
| Realized gross Profit | 8,456,400 | 7,461,999 | |
| Operating expenses: | |||
| Selling expenses | 3,491,812 | 4,713,967 | |
| Administrative expenses | 895,457 | 997,501 | |
| Research and development expenses | 1,797,859 | 1,741,319 | |
| 6,185,128 | 7,452,787 | ||
| Other operating income and loss - net | 96,326 | 89,205 | |
| Operating income | 2,367,598 | 98,417 | |
| Non-operating income and loss: | |||
| Other income | 226,172 | 153,992 | |
| Other gains and losses - net | 193,673 | 124,420 | |
| Finance costs | (289, 169) | (500, 143) | |
| Share of profits (losses) of subsidiaries, associates and joint venture | (1,827,113) | 2,191,206 | |
| (1,696,437) | 1,969,475 | ||
| Income before taxes | 671,161 | 2,067,892 | |
| Income tax expense | 67,481 | 277,202 | |
| Net Income | 603,680 | 1,790,690 | |
| Other comprehensive income (loss): | |||
| Items that will not be reclassified subsequently to profit or loss: | |||
| Remeasurement of defined benefit plans Share of other comprehensive loss of subsidiaries and associates |
(75, 541) (29, 692) |
2,031 (58, 675) |
|
| Income tax benefit (expense) related to items that will not be | |||
| reclassified subsequently to profit or loss | 12,842 | (345) | |
| (92, 391) | (56,989) | ||
| Items that may be reclassified subsequently to profit or loss: | |||
| Exchange differences on translation of foreign operations | 252,981 | 1,445,664 | |
| Change in fair value of available-for-sale financial assets | (853, 678) | 845,730 | |
| Share of other comprehensive income (loss) of subsidiaries and | |||
| associates | (136,682) | 203,710 | |
| Income tax benefit related to items that may be reclassified | |||
| subsequently to profit or loss | 623 | 375 | |
| (736, 756) | 2,495,479 | ||
| Other comprehensive income (loss) for the year, net of tax | (829, 147) | 2,438,490 | |
| Total comprehensive income (loss) for the year | \$ | (225, 467) | 4,229,180 |
| Earnings per share (in New Taiwan dollars): | |||
| Basic earnings per share | \$ | 0.20 | 0.66 |
| Diluted earnings per share | ${\mathbb S}$ | 0.20 | 0.63 |
Statements of Changes in Equity
For the years ended December 31, 2015 and 2014
(in thousands of New Taiwan dollars)
$\sim$
| Retained carnings | Other reserves | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Capital | Legal | Unappropriated (accumulated Earnings |
translation currency Foreign |
available-for-sale Unrealized gain (loss) from |
of defined benefit Remeasurements |
of stock issued to cost arising from restricted shares compensation Uncarned |
|||||||
| Balance at January 1, 2014 | Common stock 28,347,268 49 |
43,707,727 surplus |
10,012,168 reserve |
Special reserve | deficit) | Total | differences | financial assets | plans | employees | Total | Treasury stock | Total equity |
| 6,126,774 | (24, 464, 794) | (8,325,852) | (262.231) | (1.163, 645) | $\ddot{\phantom{0}}$ | j | (1.425.876) | (6.054, 286) | 56,248,981 | ||||
| Effects of retrospective restatements | 4 | (85,004) | (85.004) | ᆟ | 85,004 | 85,004 | ı | ||||||
| Restated balance at January 1, 2014 | 28,347,268 | 43.707.72 | 10,012,168 | 6,126,774 | (24, 549, 798) | (8,410,856) | (262.231) | (1.163, 645) | 85,004 | (1,340,872) | (6.054, 286) | 56,248,981 | |
| Appropriation approved by the stockholders: | |||||||||||||
| Decrease in capital surplus to offset accumulated deficits | (8,325,852) | 8,325,852 | 8,325,852 | ||||||||||
| Decrease in legal reserve to offset accumulated deficits | (10.012, 168) | 10.012.168 | |||||||||||
| Decrease in special reserve to offset accumulated deficits | (3.460.642) | 3,460.642 | |||||||||||
| Reversal of special reserve | (2,666,132) | 2.666,132 | |||||||||||
| Other changes in capital surplus: | |||||||||||||
| Change in equity of investments in subsidiaries | 168 | 168 | |||||||||||
| Compensation cost arising from issuance of new shares reserved for employee subscription |
90.000 | 90,000 | |||||||||||
| issuance of restricted shares of stock to employees | 174,600 | 136,374 | (310,974) | (310.974) | |||||||||
| Compensation cost arising from restricted shares of stock issued to employees |
59,264 | 59,264 | 59,264 | ||||||||||
| Retirement of treasury stock | (556, 190) | (1,510,021) | (802.037) | (802,037) | 2,868,248 | , | |||||||
| Net income in 2014 | 1,790,690 | 1,790,690 | 1,790,690 | ||||||||||
| Other comprehensive income in 2014 | ï | ł | 1,446,039 | 1,049,440 | (56, 989) | 2,438,490 | $\bullet$ | 2,438,490 | |||||
| Total comprehensive income in 2014 | 1,790,690 | 1,790,690 | 1,446,039 | 1,049,440 | (56, 989) | 2,438,490 | 1229.180 | ||||||
| Restated Balance at December 31, 2014 | 27,965,678 | 34,098,396 | 903,649 | 903,649 | 1,183,808 | (114, 205) | 28,015 | (251, 710) | 845,908 | (3,186,038) | 60,627,593 | ||
| Appropriation approved by the stockholders: | |||||||||||||
| Legal reserve | 93,166 | (93, 166) | |||||||||||
| Special reserve | 838,498 | (838, 498) | |||||||||||
| Other changes in capital surplus: | |||||||||||||
| Change in equity of investments in subsidiaries | (4,662) | (4,662) | |||||||||||
| Issuance of new shares for eash | 3,000,000 | 2,400,000 | 5,400,000 | ||||||||||
| Retirement of treasury stock | (100.000) | (115,752) | (55, 430) | (55, 430) | 271,182 | ||||||||
| Retirement of restricted shares of stock issued to employees | (11,250) | 11,250 | |||||||||||
| Compensation cost arising from restricted shares of stock issued to employees |
(156, 477) | 211.744 | 211.744 | 55,267 | |||||||||
| Net income in 2015 | 603,680 | 603,680 | $\mathbf{I}$ | 603,680 | |||||||||
| Other comprehensive income in 2015 | ٠ | 253,604 | (990, 360) | (92,391) | (829, 147) | (829, 147) | |||||||
| Total comprehensive income in 2015 | 603,680 | 603,680 | 253,604 | (990,360) | (92,391) | (829, 147) | (225, 467) | ||||||
| Balance at December 31, 2015 | 30.854.428 | 36,232,755 | 93.166 | 838.498 | 520.235 | 1.451.899 | 1437.412 | $-0.104,565$ | (64.376) | (39,966) | 228,505 | (2.914.856) | 65,852,731 |
Statements of Cash Flows
For the years ended December 31, 2015 and 2014
(in thousands of New Taiwan dollars)
| 2015 | 2014 | |
|---|---|---|
| Cash flows from operating activities: | ||
| Income before taxes | \$ 671,161 |
2,067,892 |
| Adjustments for: | ||
| Depreciation | 169,256 | 207,863 |
| Amortization | 152,318 | 233,563 |
| Valuation loss (gain) on derivative financial assets and liabilities | 263,973 | (855, 130) |
| Interest expense | 289,169 | 500,143 |
| Interest income | (68, 212) | (56, 129) |
| Dividend income | (157,960) | (97, 863) |
| Share-based compensation cost | 55,267 | 149,264 |
| Effects of exchange rate changes on bonds payable | (103, 634) | 200,218 |
| Share of losses (profits) of subsidiaries, associates and joint ventures | 1,827,113 | (2,191,206) |
| Gain on disposal of property, plant and equipment and investment property, net |
(230) | (52, 527) |
| Gain on disposal of intangible assets | (24, 107) | |
| Other investment income | (75, 615) | |
| Unrealized (realized) profit on intercompany sales | (56, 619) | 30,833 |
| Gain on repurchase of bonds payable | (446, 429) | |
| Total non-cash profit and loss | 1,824,290 | (1,930,971) |
| Changes in operating assets and liabilities: | ||
| Net changes in operating assets: | ||
| Notes and accounts receivable | 1,051,025 | 162,436 |
| Receivables from related parties | 5,562,049 | (248, 620) |
| Inventories | 1,604,385 | 1,679,761 |
| Other receivables and other current assets | 514,141 | 450,309 |
| Net changes in operating assets | 8,731,600 | 2,043,886 |
| Net changes in operating liabilities: | ||
| Notes and accounts payable | (11, 541, 909) | 1,204,868 |
| Payables to related parties | (36, 334) | (37, 350) |
| Other payables and other current liabilities | 1,818,960 | 1,270,244 |
| Provisions | (371, 248) | (477, 813) |
| Other non-current liabilities | (10, 323) | 5,670 |
| Net changes in operating liabilities | (10, 140, 854) | 1,965,619 |
| Total changes in operating assets and liabilities | (1,409,254) | 4,009,505 |
| Cash provided by operations | 1,086,197 | 4,146,426 |
| Interest received | 68,485 | 55,614 |
| Income taxes paid | (24, 445) 1,130,237 |
(19, 562) 4,182,478 |
| Net cash provided by operating activities |
(Continued)
Statements of Cash Flows
For the years ended December 31, 2015 and 2014
(in thousands of New Taiwan dollars)
| 2015 | 2014 | ||
|---|---|---|---|
| Cash flows from investing activities: | |||
| Proceeds from disposal of available-for-sale financial assets | 48,146 | ||
| Proceeds from capital return of available-for-sale investment | 83,550 | 72,975 | |
| Additions to investments in subsidiaries and associates | (1,894,000) | (706, 400) | |
| Proceeds from capital return of investments in associates | 38,703 | 375,779 | |
| Additions to property, plant and equipment | (26,078) | (20, 342) | |
| Proceeds from disposal of property, plant and equipment and investment | |||
| property | 1,687 | 381,220 | |
| Decrease (Increase) in advances to related parties | 67,908 | (606, 820) | |
| Additions to intangible assets | (52, 920) | (93, 914) | |
| Proceeds from disposal of intangible assets | 44,643 | ||
| Decrease (increase) in other non-current financial assets and other | |||
| non-current assets | 26,668 | 116,565 | |
| Dividend received | 428,936 | 2,900,643 | |
| Net cash provided by (used in) investing activities | (1, 232, 757) | 2,419,706 | |
| Cash flows from financing activities: | |||
| Increase in short-term borrowings | 1,800,000 | ||
| Repurchase of bonds payable | (3,677,046) | ||
| Repayment of long-term debt | (5,400,000) | (1,800,000) | |
| Issuance of new shares for cash | 5,400,000 | ||
| Interest paid | (108,907) | (137, 811) | |
| Net cash used in financing activities | (1,985,953) | (1, 937, 811) | |
| Net increase (decrease) in cash and cash equivalents | (2,088,473) | 4,664,373 | |
| Cash and cash equivalents at beginning of year | 25,624,848 | 20,960,475 | |
| Cash and cash equivalents at end of year | S | 23,536,375 | 25,624,848 |
$\sim 10^{-10}$