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Advantech Annual Report 2016

Nov 2, 2016

52053_rns_2016-11-02_a3f2eae1-e731-4580-b3fd-d76cfaa6922c.pdf

Annual Report

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Advantech Co., Ltd. and Subsidiaries

Consolidated Financial Statements for the Years Ended December 31, 2016 and 2015 and Independent Auditors’ Report

DECLARATION OF CONSOLIDATION OF FINANCIAL STATEMENTS OF AFFILIATES

The companies required to be included in the consolidated financial statements of affiliates in accordance with the “Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises” for the year ended December 31, 2016 are all the same as the companies required to be included in the consolidated financial statements of parent and subsidiary companies as provided in International Financial Reporting Standard 10. Relevant information that should be disclosed in the consolidated financial statements of affiliates has all been disclosed in the consolidated financial statements of parent and subsidiary companies. Hence, we have not prepared a separate set of consolidated financial statements of affiliates.

Very truly yours,

ADVANTECH CO., LTD.

By:

K. C. LIU Chairman March 6, 2017

  • 1 -

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders Advantech Co., Ltd.

Opinion

We have audited the accompanying consolidated financial statements of Advantech Co., Ltd. (the “Company”) and its subsidiaries (collectively referred to as the “Group”), which comprise the consolidated balance sheets as of December 31, 2016 and 2015, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2016 and 2015, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2016. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matters on the consolidated financial statements for the year ended December 31, 2016 were as follows:

Business acquisitions

Due to the operation plan of 2016, the Group acquired 100% of the shares of B+B SmartWorx, Inc. (B+B) for NT$3,296,048 thousand on January 4, 2016.

  • 2 -

The evaluation on fair value of the assets, liabilities, and the amount of goodwill as of the date of acquisition of B+B was based on a specialists’ Purchase Price Allocation Report that involved several financial assumptions and inputs. The judgment of related accounting estimates will affect the presentation of accounts on the financial statements. Since the acquisition is considered to be a significant event and was transacted during the period of the financial statements and should have a material impact on the financial statements, the accuracy of the acquisition transaction of B+B conducted by the Group was deemed to be a key audit matter.

Our key audit procedures performed in respect of the above area included the following:

  1. Tested the acquisition balance sheet prepared by management in accordance with the requirements of IFRS 3 Business Combinations by:

  2. a. Checking that the record matched against the fair value of the assets and liabilities as of the date of acquisition.

  3. b. Recalculating the value of goodwill recognized on the acquisition balance sheet.

  4. Evaluated and tested the management’s judgments, through the engagement of valuation experts by:

  5. a. Testing the completeness of the identification, recognition, and valuation of the potential intangible assets of B+B and the fixed assets of its subsidiaries.

  6. b. Testing the valuation methodologies and assumptions used to value each identified intangible asset, fixed asset, and goodwill.

B+B obtained the specialists’ Purchase Price Allocation Report in December 2016. Through the above performed procedures, B+B recognized goodwill at NT$1,768,139 thousand and intangible assets, including client relationships, core techniques, trademarks and software, at NT$1,294,933 thousand in total.

Impairment loss recognized on goodwill

If an asset has an indefinite useful life or there is any indication that an asset is impaired, the management should assess if the carrying amount of the assets is impaired. We have expressed our concerns on the related risks since the impairment assessment of goodwill is based on the management’s significant judgment that involves assumptions of the future profitability and costs of equity and debts; the impairment of goodwill is hence recognized as a critical accounting estimate in Note 5 to the consolidated financial statements.

The consolidated balance of goodwill amounted to NT$2,845,831 thousand as of December 31, 2016. We are mainly concerned about the addition of cash-generating units from the acquisition of B+B, from which the goodwill from the cash-generating units amounted to NT$1,768,139 thousand. Since the actual operations condition of B+B was not to the level as was evaluated as of the date of acquisition, which might cause an impairment of goodwill, the assessment of impairment of goodwill was deemed to be a key audit matter.

Our key audit procedures performed in respect of the above area included the following:

When evaluating the impairment assessment, we tested management’s assumptions and inputs used for testing the impairment for goodwill, including cash flow projections and discount rates.

Other Matter

We have also audited the parent company only financial statements of Advantech Co., Ltd as of and for the years ended December 31, 2016 and 2015 on which we have issued an unmodified opinion.

  • 3 -

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Those charged with governance, including supervisors, are responsible for overseeing the Group’s financial reporting process.

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  1. Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.

  3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.

  5. 4 -

  6. Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  7. Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2016 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in this independent auditors’ report are Meng-Chieh Chiu and Chin-Hsiang Chen.

Deloitte & Touche Taipei, Taiwan Republic of China

March 6, 2017

Notice to Readers

The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally applied in the Republic of China.

For the convenience of readers, the independent auditors’ report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and consolidated financial statements shall prevail.

  • 5 -

ADVANTECH CO., LTD. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2016 AND 2015 (In Thousands of New Taiwan Dollars)

ASSETS
CURRENT ASSETS
Cash and cash equivalents (Notes 4 and 6)

Financial assets at fair value through profit or loss - current (Notes 4, 7 and 30)
Available-for-sale financial assets - current (Notes 4, 8 and 30)
Debt investments with no active market - current (Notes 4 and 9)
Notes receivable (Notes 4, 10 and 31)
Trade receivables (Notes 4 and 10)
Trade receivables from related parties (Note 31)
Other receivables
Inventories (Notes 4 and 11)
Other current assets (Note 17)

Total current assets

NONCURRENT ASSETS
Available-for-sale financial assets - noncurrent (Notes 4, 8 and 30)
Investments accounted for using the equity method (Notes 4 and 13)
Property, plant and equipment (Notes 4 and 14)

Goodwill (Notes 4, 5 and 15)
Other intangible assets (Notes 4, 5 and 16)
Deferred tax assets (Notes 4 and 23)
Prepayments for business facilities
Prepayments for investments (Note 26)
Long-term prepayments for leases (Note 17)
Other noncurrent assets (Note 28)

Total noncurrent assets

TOTAL

LIABILITIES AND EQUITY

CURRENT LIABILITIES

Short-term borrowings (Notes 18 and 30)

Financial liabilities at fair value through profit or loss - current (Notes 4, 7 and 30)

Trade payables (Note 31)

Other payables (Notes 19 and 22)

Current tax liabilities (Notes 4 and 23)

Short-term warranty provisions (Note 4)

Other current liabilities


Total current liabilities


NONCURRENT LIABILITIES

Deferred tax liabilities (Notes 4 and 23)

Net defined benefit liabilities (Notes 4 and 20)

Other noncurrent liabilities


Total noncurrent liabilities


Total liabilities


EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY

Share capital

Ordinary shares

Advance receipts for share capital

Total share capital

Capital surplus

Retained earnings

Legal reserve

Unappropriated earnings

Total retained earnings

Other equity

Exchange differences on translation of foreign financial statements

Unrealized gains on available-for-sale financial assets

Total other equity


Total equity attributable to owners of the Company


NON-CONTROLLING INTERESTS


Total equity


TOTAL
2016
Amount
%
$ 4,637,577
12
113,028
-
2,956,586
8
10,007
-
965,081
3
6,384,834
17
13,957
-
13,775
-
5,597,236
15

489,630

1

21,181,711
56

1,712,578
4
598,454
2
10,089,836
26
2,845,831
7
1,317,440
3
369,156
1
47,578
-
-
-
325,224
1

51,145

-

17,357,242
44

$ 38,538,953
100

$ 483,750
1

10,231
-

4,983,381
13

3,902,499
10

1,229,400
3

167,122
-

659,228

2


11,435,611
29



1,362,687
4

212,360
1

141,398

-



1,716,445

5


13,152,056
34



6,330,741
16

100

-


6,330,841
16


6,058,884
16


4,473,276
12

8,435,785
22

12,909,061
34


(197,633)
-

112,429

-


(85,204)

-


25,213,582
66


173,315

-


25,386,897
66


$ 38,538,953
100
2015


































































































Amount
%
$ 4,358,259
13

176,389
1

1,755,843
5

3,171
-

970,722
3

5,428,574
16

26,775
-

40,811
-

4,868,860
14

456,342

1
18,085,746
53

1,747,598
5

477,984
2

9,576,879
28

1,139,559
3

227,686
1

217,989
1

65,753
-

2,279,881
7

100,875
-

59,183

-
15,893,387
47
$ 33,979,133
100
$ 880,625
3

6,352
-

3,226,069
9

3,380,317
10

1,057,226
3

145,646
-

546,295

2

9,242,530
27

938,491
3

183,540
1

160,795

-

1,282,826

4
10,525,356
31

6,318,531
19

-

-

6,318,531
19

5,587,555
16

3,962,842
12

7,098,449
21
11,061,291
33

271,859
1

68,265

-

340,124

1
23,307,501
69

146,276

-
23,453,777
69
$ 33,979,133
100

The accompanying notes are an integral part of the consolidated financial statements.

(With Deloitte & Touche audit report dated March 6, 2017)

  • 6 -

ADVANTECH CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUE (Note 31)
Sales

Other operating revenue

Total operating revenue
OPERATING COSTS (Notes 11, 22 and 31)

GROSS PROFIT

OPERATING EXPENSES (Notes 22 and 31)
Selling and marketing expenses
General and administrative expenses
Research and development expenses

Total operating expenses

OPERATING PROFIT

NONOPERATING INCOME
Share of the profit of associates accounted for using
the equity method (Notes 4 and 13)
Interest income
Gains (losses) on disposal of property, plant and
equipment (Note 4)
Gains (losses) on disposal of investments (Note 4)
Foreign exchange gains (losses), net (Notes 4, 22
and 33)
Gains on financial instruments at fair value through
profit or loss (Note 4)
Dividend income
Other income (Note 8)
Finance costs (Note 22)
Losses on financial instruments at fair value through
profit or loss (Note 4)
Other losses

Total nonoperating income

PROFIT BEFORE INCOME TAX
INCOME TAX EXPENSE (Notes 4 and 23)

NET PROFIT FOR THE YEAR
2016
Amount
%
$ 40,839,800 97

1,162,398

3

42,002,198 100

24,884,649
59


17,117,549
41

4,260,554 10
2,576,210
6

3,649,292

9


10,486,056
25


6,631,493
16

65,562
-
15,989
-
289,633
1
(4,873)
-
(205,812)
-
150,982
-
132,472
-
78,855
-
(11,556)
-
(43,324)
-

(2,056)

-


465,872

1

7,097,365 17

1,408,411

3


5,688,954
14
2015


































Amount
%
$ 36,978,961 97

1,021,621

3

38,000,582 100

22,655,592
59

15,344,990
41

3,889,856 10

1,982,879
5

3,543,748
10

9,416,483
25

5,928,507
16

110,226
-

40,613
-

(5,410)
-

202,458
1

(186,889)
-

83,798
-

139,725
-

121,329
-

(10,041)
-

(130,409)
-

(4,372)

-

361,028

1

6,289,535 17

1,162,560

3

5,126,975
14

(Continued)

  • 7 -

ADVANTECH CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OTHER COMPREHENSIVE INCOME (LOSS)
Items that will not be reclassified subsequently to
profit or loss (Notes 20, 21 and 23):
Remeasurement of defined benefit plans

Share of the other comprehensive income (loss) of
associates accounted for using the equity
method
Income tax related to items that will not be
reclassified
Items that may be reclassified subsequently to profit
or loss (Notes 4, 21 and 23):
Exchange differences on translating foreign
operations
Unrealized gains (losses) on available-for-sale
financial assets
Share of the other comprehensive income of
associates
Income tax related to items that may be
reclassified subsequently to profit or loss

Other comprehensive income (loss) for the year,
net of income tax

TOTAL COMPREHENSIVE INCOME FOR THE
YEAR

NET PROFIT ATTRIBUTABLE TO:
Owners of the Company

Non-controlling interests


TOTAL COMPREHENSIVE INCOME
ATTRIBUTABLE TO:
Owners of the Company

Non-controlling interests

2016
Amount
%
$ (31,247)
-
1,574
-
5,312
-
(576,926) (1)
44,164
-
(4,135)
-

96,161

-


(465,097)
(1)

$ 5,223,857
12

$ 5,666,862 13

22,092

-

$ 5,688,954
14

$ 5,217,251 12

6,606

-

$ 5,223,857
12
2015























Amount
%
$ (19,303)
-

(2,424)
-

3,281
-

(101,490)
-

(495,012) (2)

2,449
-

13,620

-

(598,879)
(2)
$ 4,528,096
12
$ 5,104,346 13

22,629

-
$ 5,126,975
13
$ 4,524,603 12

3,493

-
$ 4,528,096
12
(Continued)
  • 8 -

ADVANTECH CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

EARNINGS PER SHARE (NEW TAIWAN
DOLLARS; Note 24)
Basic
Diluted
2016
Amount
%
$ 8.96
$ 8.90
2015
Amount
%
$ 8.08
$ 8.05

The accompanying notes are an integral part of the consolidated financial statements. (With Deloitte & Touche audit report dated March 6, 2017) (Concluded)

  • 9 -

ADVANTECH CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015 (In Thousands of New Taiwan Dollars)

BALANCE AT JANUARY 1, 2015
Appropriation of the 2014 earrings
Legal reserve
Cash dividends on ordinary shares
Recognition of employee share options by the Company
Compensation cost recognized for employee share options
Change in capital surplus from investments in associates accounted for using the
equity method
Difference between consideration paid and carrying amount of subsidiaries acquired
Changes in percentage of ownership interest in subsidiaries
Net profit for the year ended December 31, 2015
Other comprehensive loss for the year ended December 31, 2015, net of income tax
Total comprehensive income for the year ended December 31, 2015
BALANCE AT DECEMBER 31, 2015
Appropriation of the 2015 earrings
Legal reserve
Cash dividends on ordinary shares
Recognition of employee share options by the Company
Compensation cost recognized for employee share options
Change in capital surplus from investments in associates accounted for using the
equity method
Difference between consideration paid and carrying amount of subsidiaries acquired
Net profit for the year ended December 31, 2016
Other comprehensive income for year ended December 31, 2016, net of income tax
Total comprehensive income for the year ended December 31, 2016
BALANCE AT DECEMBER 31, 2016
Equity Attributable to Owners of the Company Equity Attributable to Owners of the Company Equity Attributable to Owners of the Company Non-controlling
Interests
Total
(Notes 21 and 27)
$ 22,346,019
$ 187,000

-
-
(3,787,255 )
-
30,878
-
261,877
-
2,172
-
(74,360 )
(44,217 )
3,567
-
5,104,346
22,629

(579,743)

(19,136)


4,524,603

3,493

23,307,501
146,276
-
-
(3,791,118 )
-
117,068
-
338,194
-
10,533
-
14,153
20,433
5,666,862
22,092

(449,611)

(15,486)


5,217,251

6,606

$ 25,213,582
$ 173,315
Total Equity
$ 22,533,019
-
(3,787,255 )
30,878
261,877
2,172
(118,577 )
3,567
5,126,975

(598,879)

4,528,096
23,453,777
-
(3,791,118 )
117,068
338,194
10,533
34,586
5,688,954

(465,097)

5,223,857
$ 25,386,897
Issued Capital(Notes 21 and 25) Capital Surplus
(Notes 21, 25
Total
and 27)
$ 6,312,091
$ 5,306,958
-
-
-
-
6,440
24,438
-
261,877
-
2,172
-
(11,457 )
-
3,567
-
-

-

-

-

-
6,318,531
5,587,555
-
-
-
-
12,310
104,758
-
338,194
-
10,533
-
17,844
-
-

-

-

-

-
$ 6,330,841
$ 6,058,884
Retained Earnings (Notes 21and 27)
Unappropriated
Legal Reserve
Earnings
Total

$ 3,472,064
$ 6,353,273
$ 9,825,337
490,778
(490,778 )
-
-
(3,787,255 )
(3,787,255 )
-
-
-
-
-
-
-
-
-
-
(62,903 )
(62,903 )
-
-
-
-
5,104,346
5,104,346

-

(18,234)

(18,234)

-

5,086,112

5,086,112
3,962,842
7,098,449
11,061,291
510,434
(510,434 )
-
-
(3,791,118 )
(3,791,118 )
-
-
-
-
-
-
-
-
-
-
(3,691 )
(3,691 )
-
5,666,862
5,666,862

-

(24,283)

(24,283)

-

5,642,579

5,642,579
$ 4,473,276
$ 8,435,785
$ 12,909,061
Other Equity (Note 21)
Exchange
Unrealized Gain
Differences on
(Loss) on
Translating
Available-for-sale
Foreign Operations
Financial Assets
$ 338,356
$ 563,277

-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-

(66,497)

(495,012)


(66,497)

(495,012)

271,859
68,265
-
-
-
-
-
-
-
-
-
-
-
-
-
-

(469,492)

44,164


(469,492)

44,164

$ (197,633)
$ 112,429
Exchange
U
Differences on
Translating
A
Foreign Operations
F
$ 338,356

-
-
-
-
-
-
-
-

(66,497)


(66,497)

271,859
-
-
-
-
-
-
-

(469,492)


(469,492)

$ (197,633)





A
Share Capital
$ 6,301,031

-
-
17,500
-
-
-
-
-

-


-

6,318,531
-
-
12,210
-
-
-
-

-


-

$ 6,330,741
dvance Receipts
for Ordinary
Shares
$ 11,060

-
-
(11,060 )
-
-
-
-
-

-


-

-
-
-
100
-
-
-
-

-


-

$ 100





Unappropriated
Legal Reserve
Earnings
$ 3,472,064
$ 6,353,273

490,778
(490,778 )
-
(3,787,255 )
-
-
-
-
-
-
-
(62,903 )
-
-
-
5,104,346

-

(18,234)


-

5,086,112

3,962,842
7,098,449
510,434
(510,434 )
-
(3,791,118 )
-
-
-
-
-
-
-
(3,691 )
-
5,666,862

-

(24,283)


-

5,642,579

$ 4,473,276
$ 8,435,785

The accompanying notes are an integral part of the consolidated financial statements.

(With Deloitte & Touche audit report dated March 6, 2017)

  • 10 -

ADVANTECH CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax

Adjustments for:
Depreciation expenses
Amortization expenses
Amortization expenses for prepayments of lease obligations
Impairment loss recognized (reversal of impairment loss) on trade
receivables
Net loss (gain) on financial assets or liabilities at fair value through
profit or loss
Compensation cost of employee share options
Finance costs
Interest income
Dividend income
Share of profit of associates
Loss (gain) on disposal of property, plant and equipment
Loss (gain) on disposal of investments
Changes in operating assets and liabilities
Financial assets held for trading
Notes receivable
Trade receivables
Trade receivables from related parties
Other receivables
Inventories
Other current assets
Other financial assets
Trade payables
Net defined benefit liabilities
Other payables
Short-term warranty provisions
Other current liabilities
Other noncurrent liabilities

Cash generated from operations
Interest received
Dividends received
Interest paid
Income tax paid

Net cash generated from operating activities

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of available-for-sale financial assets
Proceeds from sale of available-for-sale financial assets
Acquisition of investments with no active market
Acquisition of investments accounted for using the equity method
2016
$ 7,097,365
582,040
238,048
6,606
(24,032)
(107,658)
338,194
11,556
(15,989)
(132,472)
(65,562)
(289,633)
4,873
174,898
5,641
(738,014)
12,807
31,402
(446,618)
(8,478)
-
1,569,097
(2,427)
600,572
21,476
112,933

(17,857)

8,958,768
15,989
132,472
(6,285)

(1,086,369)


8,014,575

(6,491,968)
5,364,552
(6,945)
(135,000)
2015
$ 6,289,535

568,241

97,953

2,577

23,360

46,611

261,877

10,041

(40,613)

(139,725)

(110,226)

5,410

(202,458)

(59,944)

(20,861)

(495,148)

(21,375)

(1,724)

(87,310)

57,051

18,650

59,874

(1,191)

147,567

4,292

47,395

36,812

6,496,671

38,076

139,725

(1,467)

(850,763)

5,822,242

(9,713,717)

11,766,699

1,805

-
(Continued)
  • 11 -

ADVANTECH CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015 (In Thousands of New Taiwan Dollars)

Increase in prepayments for investments

Net cash flow on the acquisition of subsidiaries
Dividends received from associates
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Decrease (increase) in refundable deposits
Acquisition of intangible assets
Increase in prepayments for business facilities
Net cash used from investing activities

CASH FLOWS FROM FINANCING ACTIVITIES
Increase (decrease) in short-term loans
Decrease in guarantee deposits received
Payment of cash dividends
Exercise of employee share options
Increase (decrease) in non-controlling interests

Net cash used in financing activities

EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE
OF CASH HELD IN FOREIGN CURRENCIES

NET INCREASE IN CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE
YEAR

CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR
2016
$ -
(1,369,432)
88,313
(1,448,423)
587,468
8,038
(73,435)
46,599

(3,430,233)

(396,875)
(1,540)
(3,791,118)
117,068

34,586


(4,037,879)


(267,145)

279,318

4,358,259

$ 4,637,577
2015
$ (2,279,881)

-

81,917

(1,333,481)

22,867

(16,567)

(73,145)

(18,015)

(1,561,518)

877,545

(602)

(3,787,255)

30,878

(118,577)

(2,998,011)

(26,461)

1,236,252

3,122,007
$ 4,358,259

The accompanying notes are an integral part of the consolidated financial statements.

(With Deloitte & Touche audit report dated March 6, 2017)

(Concluded)

  • 12 -

ADVANTECH CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

1. GENERAL INFORMATION

Advantech Co., Ltd. (the “Company”) is a listed company that was established in September 1981. It manufactures and sells embedded computing boards, industrial automation products, and applied and industrial computers.

The Company’s shares have been listed on the Taiwan Stock Exchange since December 1999.

To improve the entire operating efficiency of Advantech Co., Ltd. (the “Company”) and its subsidiaries (collectively referred to as the “Group”), the Company’s board of directors resolved on June 30, 2009 to have a short-form merger with Advantech Investment and Management Service (AIMS). The effective merger date was July 30, 2009. As the surviving entity, the Company assumed all assets and liabilities of AIMS. On June 26, 2014, the Company’s board of directors resolved to have a whale-minnow merger with Netstar Technology Co., Ltd. (Netstar), an indirect 95.51% - owned subsidiary through a wholly-owned subsidiary, Advantech Corporate Investment. The effective merger date was July 27, 2014. As the surviving entity, the Company assumed all assets and liabilities of Netstar.

The functional currency of the Company is the New Taiwan dollar.

2. APPROVAL OF FINANCIAL STATEMENTS

The consolidated financial statements were approved by the board of directors on March 6, 2017.

3. APPLICATION OF NEW, AMENDED AND REVISED STANDARDS AND INTERPRETATIONS

  • a. Amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), Interpretations of IFRS (IFRIC), and Interpretations of IAS (SIC) endorsed by the FSC for application starting from 2017.

New, Amended or Revised Standards and Interpretations Effective Date (the “New IFRSs”) Announced by IASB (Note 1) Annual Improvements to IFRSs 2010-2012 Cycle July 1, 2014 (Note 2) Annual Improvements to IFRSs 2011-2013 Cycle July 1, 2014 Annual Improvements to IFRSs 2012-2014 Cycle January 1, 2016 (Note 3) Amendments to IFRS 10, IFRS 12 and IAS 28 “Investment Entities: January 1, 2016 Applying the Consolidation Exception” Amendment to IFRS 11 “Accounting for Acquisitions of Interests in January 1, 2016 Joint Operations” IFRS 14 “Regulatory Deferral Accounts” January 1, 2016 Amendment to IAS 1 “Disclosure Initiative” January 1, 2016 Amendments to IAS 16 and IAS 38 “Clarification of Acceptable January 1, 2016 Methods of Depreciation and Amortization”

(Continued)

  • 13 -
New, Amended or Revised Standards and Interpretations
(the“New IFRSs”)
Amendments to IAS 16 and IAS 41 “Agriculture: Bearer Plants”

Amendment to IAS 19 “Defined Benefit Plans: Employee
Contributions”

Amendment to IAS 27 “Equity Method in Separate Financial
Statements”

Amendment to IAS 36 “Impairment of Assets: Recoverable Amount
Disclosures for Non-financial Assets”

Amendment to IAS 39 “Novation of Derivatives and Continuation of
Hedge Accounting”

IFRIC 21 “Levies”
Effective Date
Announced by IASB (Note 1)
January 1, 2016
July 1, 2014
January 1, 2016
January 1, 2014
January 1, 2014
January 1, 2014
(Concluded)
  • Note 1: Unless stated otherwise, the above New or amended IFRSs are effective for annual periods beginning on or after their respective effective dates.

  • Note 2: The amendment to IFRS 2 applies to share-based payment transactions with grant date on or after July 1, 2014; the amendment to IFRS 3 applies to business combinations with acquisition date on or after July 1, 2014; the amendment to IFRS 13 is effective immediately; the remaining amendments are effective for annual periods beginning on or after July 1, 2014.

  • Note 3: The amendment to IFRS 5 is applied prospectively to changes in a method of disposal that occur in annual periods beginning on or after January 1, 2016; the remaining amendments are effective for annual periods beginning on or after January 1, 2016.

The initial application in 2017 of the above IFRSs and related amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers would not have any material impact on the Group’s accounting policies, except for the following:

1) Amendment to IAS 36 “Recoverable Amount Disclosures for Non-financial Assets”

The amendment clarifies that the recoverable amount of an asset or a cash-generating unit is disclosed only when an impairment loss on the asset has been recognized or reversed during the period. Furthermore, if the recoverable amount of an item of property, plant and equipment for which impairment loss has been recognized or reversed is fair value less costs of disposal, the Group is required to disclose the fair value hierarchy. If the fair value measurements are categorized within [Level 2/Level 3], the valuation technique and key assumptions used to measure the fair value are disclosed. The discount rate used is disclosed if such fair value less costs of disposal is measured by using present value technique. The amendment will be applied retrospectively.

2) IFRIC 21 “Levies”

IFRIC 21 provides guidance on when to recognize a liability for a levy imposed by a government. It addresses the accounting for a liability whose timing and amount is certain and the accounting for a provision whose timing or amount is not certain. The Group accrues related liability when the transaction or activity that triggers the payment of the levy occurs. Therefore, if the obligating event occurs over a period of time (such as generation of revenue over a period of time), the liability is recognized progressively. If an obligation to pay a levy is triggered upon reaching a minimum threshold (such as a minimum amount of revenue or sales generated), the liability is recognized when that minimum threshold is reached.

  • 14 -

  • 3) Annual Improvements to IFRSs: 2010-2012 Cycle

Several standards, including IFRS 2 “Share-based Payment”, IFRS 3 “Business Combinations” and IFRS 8 “Operating Segments” were amended in this annual improvement.

The amended IFRS 2 changes the definitions of “vesting condition” and “market condition” and adds definitions for “performance condition” and “service condition”. The amendment clarifies that a performance target can be based on the operations (i.e. a non-market condition) of the Group or another entity in the same group or the market price of the equity instruments of the Group or another entity in the same group (i.e. a market condition); that a performance target can relate either to the performance of the Group as a whole or to some part of it (e.g. a division); and that the period for achieving a performance condition must not extend beyond the end of the related service period. In addition, a share market index target is not a performance condition because it not only reflects the performance of the Group, but also of other entities outside the Group. The share-based payment arrangements with market conditions, non-market conditions or non-vesting conditions will be accounted for differently, and the aforementioned amendment will be applied prospectively to those share-based payments granted on or after January 1, 2017.

IFRS 3 was amended to clarify that contingent consideration should be measured at fair value, irrespective of whether the contingent consideration is a financial instrument within the scope of IFRS 9 or IAS 39. Changes in fair value should be recognized in profit or loss. The amendment will be applied prospectively to business combinations with acquisition date on or after January 1, 2017.

The amended IFRS 8 requires the Group to disclose the judgments made by management in applying the aggregation criteria to operating segments, including a description of the operating segments aggregated and the economic indicators assessed in determining whether the operating segments have “similar economic characteristics”. The amendment also clarifies that a reconciliation of the total of the reportable segments’ assets to the entity’s assets should only be provided if the segments’ assets are regularly provided to the chief operating decision-maker. The judgments made in applying aggregation criteria should be disclosed retrospectively upon initial application of the amendment in 2017.

When the amended IFRS 13 becomes effective in 2017, the short-term receivables and payables with no stated interest rate will be measured at their invoice amounts without discounting, if the effect of not discounting is immaterial.

IAS 24 was amended to clarify that a management entity providing key management personnel services to the Group is a related party of the Group. Consequently, the Group is required to disclose as related party transactions the amounts incurred for the service paid or payable to the management entity for the provision of key management personnel services. However, disclosure of the components of such compensation is not required.

  • 4) Annual Improvements to IFRSs: 2011-2013 Cycle

Several standards, including IFRS 3 and IFRS 13, were amended in this annual improvement.

IFRS 3 was amended to clarify that IFRS 3 does not apply to the accounting for the formation of all types of joint arrangements in the financial statements of the joint arrangement itself. The amendment will be applied prospectively starting from January 1, 2017.

The scope in IFRS 13 of the portfolio exception for measuring the fair value of a group of financial assets and financial liabilities on a net basis was amended to clarify that it includes all contracts that are within the scope of, and accounted for in accordance with, IAS 39 or IFRS 9, even those contracts do not meet the definitions of financial assets or financial liabilities within IAS 32.

  • 15 -

  • 5) Amendments to IAS 16 and IAS 38 “Clarification of Acceptable Methods of Depreciation and Amortization”

The entity should use appropriate depreciation and amortization method to reflect the pattern in which the future economic benefits of the property, plant and equipment and intangible asset are expected to be consumed by the entity.

The amended IAS 16 “Property, Plant and Equipment” stipulates that a depreciation method that is based on revenue that is generated by an activity that includes the use of an asset is not appropriate. The amended standard does not provide any exception from this requirement.

The amended IAS 38 “Intangible Assets” clarifies that there is a rebuttable presumption that an amortization method that is based on revenue that is generated by an activity that includes the use of an intangible asset is not appropriate. This presumption can be overcome only in the following limited circumstances:

  • a) In which the intangible asset is expressed as a measure of revenue (for example, the contract that specifies the entity’s use of the intangible asset will expire upon achievement of a revenue threshold); or

  • b) When it can be demonstrated that revenue and the consumption of the economic benefits of the intangible asset are highly correlated.

  • 6) Amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers

The amendments include additions of several accounting items and requirements for disclosures of impairment of non-financial assets as a consequence of the IFRSs endorsed by the FSC for application starting from 2017. In addition, as a result of the post implementation review of IFRSs in Taiwan, the amendments also include emphasis on certain recognition and measurement considerations and add requirements for disclosures of related party transactions and goodwill.

The amendments stipulate that other companies or institutions of which the chairman of the board of directors or president serves as the chairman of the board of directors or the president, or is the spouse or second immediate family of the chairman of the board of directors or president of the Group are deemed to have a substantive related party relationship, unless it can be demonstrated that no control, joint control, or significant influence exists. Furthermore, the amendments require the disclosure of the names of the related parties and the relationship with whom the Group has significant transaction. If the transaction or balance with a specific related party is 10% or more of the Group’s respective total transaction or balance, such transaction should be separately disclosed by the name of each related party.

The amendments also require additional disclosure if there is a significant difference between the actual operation after business combination and the expected benefit on acquisition date.

The disclosures of related party transactions and impairment of goodwill will be enhanced when the above amendments are retrospectively applied in 2017.

As of the date the consolidated financial statements were authorized for issue, the Group continues assessing other possible impacts that application of the aforementioned amendments and the related amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers will have on the Group’s financial position and financial performance, and will disclose these other impacts when the assessment is completed.

  • 16 -

  • b. New IFRSs in issue but not yet endorsed by the FSC

The Group has not applied the following IFRSs issued by IASB but not yet endorsed by the FSC.

The FSC announced that IFRS 9 and IFRS 15 will take effect starting January 1, 2018. As of the date the consolidated financial statements were authorized for issue, the FSC has not announced the effective dates of other new IFRSs.

New IFRSs
Annual Improvements to IFRSs 2014-2016 Cycle

Amendment to IFRS 2 “Classification and Measurement of
Share-based Payment Transactions”

Amendments to IFRS 4 “Applying IFRS 9 Financial Instruments with
IFRS 4 Insurance Contracts”

IFRS 9 “Financial Instruments”

Amendments to IFRS 9 and IFRS 7 “Mandatory Effective Date of
IFRS 9 and Transition Disclosures”

Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets
between an Investor and its Associate or Joint Venture”

IFRS 15 “Revenue from Contracts with Customers”

Amendments to IFRS 15 “Clarifications to IFRS 15 Revenue from
Contracts with Customers”

IFRS 16 “Leases”

Amendment to IAS 7 “Disclosure Initiative”

Amendments to IAS 12 “Recognition of Deferred Tax Assets for
Unrealized Losses”

Amendments to IAS 40 “Transfers of Investment Property”

IFRIC 22 “Foreign Currency Transactions and Advance
Consideration”
Effective Date
Announced by IASB (Note 1)
Note 2
January 1, 2018
January 1, 2018
January 1, 2018
January 1, 2018
To be determined by IASB
January 1, 2018
January 1, 2018
January 1, 2019
January 1, 2017
January 1, 2017
January 1, 2018
January 1, 2018
  • Note 1: Unless stated otherwise, the above New IFRSs are effective for annual periods beginning on or after their respective effective dates.

  • Note 2: The amendment to IFRS 12 is retrospectively applied for annual periods beginning on or after January 1, 2017; the amendment to IAS 28 is retrospectively applied for annual periods beginning on or after January 1, 2018.

1) IFRS 9 “Financial Instruments”

Recognition and measurement of financial assets

With regards to financial assets, all recognized financial assets that are within the scope of IAS 39 “Financial Instruments: Recognition and Measurement” are subsequently measured at amortized cost or fair value. Under IFRS 9, the requirement for the classification of financial assets is stated below.

For the Group’s debt instruments that have contractual cash flows that are solely payments of principal and interest on the principal amount outstanding, their classification and measurement are as follows:

  • a) For debt instruments, if they are held within a business model whose objective is to collect the contractual cash flows, the financial assets are measured at amortized cost and are assessed for impairment continuously with impairment loss recognized in profit or loss, if any. Interest revenue is recognized in profit or loss by using the effective interest method;

  • 17 -

  • b) For debt instruments, if they are held within a business model whose objective is achieved by both the collecting of contractual cash flows and the selling of financial assets, the financial assets are measured at fair value through other comprehensive income (FVTOCI) and are assessed for impairment. Interest revenue is recognized in profit or loss by using the effective interest method, and other gain or loss shall be recognized in other comprehensive income, except for impairment gains or losses and foreign exchange gains and losses. When the debt instruments are derecognized or reclassified, the cumulative gain or loss previously recognized in other comprehensive income is reclassified from equity to profit or loss.

Except for the above, all other financial assets are measured at fair value through profit or loss. However, the Group may make an irrevocable election to present subsequent changes in the fair value of an equity investment (that is not held for trading) in other comprehensive income, with only dividend income generally recognized in profit or loss. No subsequent impairment assessment is required, and the cumulative gain or loss previously recognized in other comprehensive income cannot be reclassified from equity to profit or loss.

Impairment of financial assets

IFRS 9 requires impairment loss on financial assets to be recognized by using the “Expected Credit Losses Model”. The credit loss allowance is required for financial assets measured at amortized cost, financial assets mandatorily measured at FVTOCI, lease receivables, contract assets arising from IFRS 15 “Revenue from Contracts with Customers”, certain written loan commitments and financial guarantee contracts. A loss allowance for the 12-month expected credit losses is required for a financial asset if its credit risk has not increased significantly since initial recognition. A loss allowance for full lifetime expected credit losses is required for a financial asset if its credit risk has increased significantly since initial recognition and is not low. However, a loss allowance for full lifetime expected credit losses is required for trade receivables that do not constitute a financing transaction.

For purchased or originated credit-impaired financial assets, the Group takes into account the expected credit losses on initial recognition in calculating the credit-adjusted effective interest rate. Subsequently, any changes in expected losses are recognized as a loss allowance with a corresponding gain or loss recognized in profit or loss

Transition

Financial instruments that have been derecognized prior to the effective date of IFRS 9 cannot be reversed to apply IFRS 9 when it becomes effective. Under IFRS 9, the requirements for classification, measurement and impairment of financial assets are applied retrospectively with the difference between the previous carrying amount and the carrying amount at the date of initial application recognized in the current period and restatement of prior periods is not required. The requirements for general hedge accounting shall be applied prospectively and the accounting for hedging options shall be applied retrospectively.

  • 2) IFRS 15 “Revenue from Contracts with Customers” and related amendment

IFRS 15 establishes principles for recognizing revenue that apply to all contracts with customers, and will supersede IAS 18 “Revenue”, IAS 11 “Construction Contracts” and a number of revenue-related interpretations from January 1, 2018.

When applying IFRS 15, an entity shall recognize revenue by applying the following steps:

  • Identify the contract with the customer;

  • Identify the performance obligations in the contract;

  • Determine the transaction price;

  • 18 -

  • Allocate the transaction price to the performance obligations in the contract; and

  • Recognize revenue when the entity satisfies a performance obligation.

In identifying performance obligations, IFRS 15 and related amendment require that a good or service is distinct if it is capable of being distinct (for example, the Group regularly sells it separately) and the promise to transfer it is distinct within the context of the contract (i.e. the nature of the promise in the contract is to transfer each of those goods or services individually rather than to transfer combined items).

When IFRS 15 and related amendment are effective, an entity may elect to apply this Standard either retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying this Standard recognized at the date of initial application.

  • 3) Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets between an Investor and its Associate or Joint Venture”

The amendments stipulated that, when an entity sells or contributes assets that constitute a business (as defined in IFRS 3) to an associate, the gain or loss resulting from the transaction is recognized in full. Also, when an entity loses control of a subsidiary that contains a business but retains significant influence or joint control, the gain or loss resulting from the transaction is recognized in full.

Conversely, when an entity sells or contributes assets that do not constitute a business to an associate, the gain or loss resulting from the transaction is recognized only to the extent of the unrelated investors’ interest in the associate, i.e. the entity’s share of the gain or loss is eliminated. Also, when an entity loses control of a subsidiary that does not contain a business but retains significant influence in an associate, the gain or loss resulting from the transaction is recognized only to the extent of the unrelated investors’ interest in the associate, i.e. the entity’s share of the gain or loss is eliminated.

4) IFRS 16 “Leases”

IFRS 16 sets out the accounting standards for leases that will supersede IAS 17 and a number of related interpretations.

Under IFRS 16, if the Group is a lessee, it shall recognize right-of-use assets and lease liabilities for all leases on the consolidated balance sheets except for low-value and short-term leases. The Group may elect to apply the accounting method similar to the accounting for operating lease under IAS 17 to the low-value and short-term leases. On the consolidated statements of comprehensive income, the Group should present the depreciation expense charged on the right-of-use asset separately from interest expense accrued on the lease liability; interest is computed by using effective interest method. On the consolidated statements of cash flows, cash payments for the principal portion of the lease liability are classified within financing activities; cash payments for interest portion are classified within operating activities.

The application of IFRS 16 is not expected to have a material impact on the accounting of the Group as lessor.

When IFRS 16 becomes effective, the Group may elect to apply this Standard either retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of the initial application of this Standard recognized at the date of initial application.

  • 19 -

  • 5) Amendments to IAS 12 “Recognition of Deferred Tax Assets for Unrealized Losses”

In determining whether to recognize a deferred tax asset, the Group should assess a deductible temporary difference in combination with all of its other deductible temporary differences, unless the tax law restricts the utilization of losses as deduction against income of a specific type, in which case, a deductible temporary difference is assessed in combination only with other deductible temporary differences of the appropriate type. The amendment also stipulates that, when determining whether to recognize a deferred tax asset, the estimate of probable future taxable profit may include some of the Group’s assets for more than their carrying amount if there is sufficient evidence that it is probable that the Group will achieve the higher amount, and that the estimate for future taxable profit should exclude tax deductions resulting from the reversal of deductible temporary differences.

  • 6) Annual Improvements to IFRSs 2014-2016 Cycle

Several standards, including IFRS 12 “Disclosure of Interests in Other Entities” and IAS 28 “Investments in Associates and Joint Ventures,” were amended in this annual improvement.

The amendment to IAS 28 clarified that when the Group (non-investment entity) applies the equity method to account for investment in an associate that is an investment entity, the Group may elect to retain the fair value of the investment in subsidiaries of the investment entity associate. The election should be made separately for each investment entity associate, at the later of the date (a) the investment entity associate is initially recognized, (b) the associate becomes an investment entity, or (c) the investment entity associate first becomes a parent.

  • 7) IFRIC 22 “Foreign Currency Transactions and Advance Consideration”

IAS 21 stipulated that a foreign currency transaction shall be recorded on initial recognition in the functional currency by applying to the foreign currency amount the spot exchange rate between the functional currency and the foreign currency at the date of the transaction. IFRIC 22 further explains that the date of the transaction is the date on which an entity recognizes a non-monetary asset or non-monetary liability from payment or receipt of advance consideration. If there are multiple payments or receipts in advance, the entity shall determine the date of the transaction for each payment or receipt of advance consideration.

The Group shall apply IFRIC 22 either retrospectively or prospectively to all assets, expenses and income in the scope of the Interpretation initially recognized on or after (a) the beginning of the reporting period in which the entity first applies IFRIC 22, or (b) the beginning of a prior reporting period presented as comparative information in the financial statements of the reporting period in which the entity first applies IFRIC 22.

Except for the above impact, as of the date the consolidated financial statements were authorized for issue, the Group is continuously assessing the possible impact that the application of other standards and interpretations will have on the Group’s financial position and financial performance, and will disclose the relevant impact when the assessment is completed.

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  • a. Statement of compliance

The consolidated financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRSs as endorsed and issued into effect by the FSC.

  • 20 -

  • b. Basis of preparation

The consolidated financial statements have been prepared on the historical cost basis except for financial instruments which are measured at fair value.

The fair value measurements, which are grouped into Levels 1 to 3 based on the degree to which the fair value measurement inputs are observable and the significance of the inputs to the fair value measurement in its entirety, are described as follows:

  • 1) Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities;

  • 2) Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

  • 3) Level 3 inputs are unobservable inputs for the asset or liability.

  • c. Classification of current and non-current assets and liabilities

Current assets include:

  • 1) Assets held primarily for the purpose of trading;

  • 2) Assets expected to be realized within twelve months after the reporting period; and

  • 3) Cash and cash equivalents unless the asset is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.

Current liabilities include:

  • 1) Liabilities held primarily for the purpose of trading;

  • 2) Liabilities due to be settled within twelve months after the reporting period, even if an agreement to refinance, or to reschedule payments, on a long-term basis is completed after the reporting period and before the consolidated financial statements are authorized for issue; and

  • 3) Liabilities for which the Group does not have an unconditional right to defer settlement for at least twelve months after the reporting period.

Assets and liabilities that are not classified as current are classified as non-current.

d. Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company and the entities controlled by the Company (i.e. its subsidiaries, including structured entities). Income and expenses of subsidiaries acquired or disposed of during the period are included in the consolidated statement of profit or loss and other comprehensive income from the effective date of acquisition up to the effective date of disposal, as appropriate. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the Company. All intra-group transactions, balances, income and expenses are eliminated in full upon consolidation. Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.

  • 21 -

Changes in the Group’s ownership interests in subsidiaries that do not result in the Group losing control over the subsidiaries are accounted for as equity transactions. The carrying amounts of the Group’s interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity and attributed to the owners of the Company.

See Note 12 and Table 8 for the detailed information of subsidiaries (including the percentage of ownership and main business).

e. Business combinations

Acquisitions of businesses are accounted for using the acquisition method. Acquisition-related costs are generally recognized in profit or loss as they are incurred.

Goodwill is measured as the excess of the sum of the consideration transferred and the fair value of the acquirer’s previously held equity interest in the acquiree over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed.

Non-controlling interests that are present ownership interests and entitle their holders to a proportionate share of the entity’s net assets in the event of liquidation may be initially measured either at fair value or at the non-controlling interests’ proportionate share of the recognized amounts of the acquiree’s identifiable net assets. The choice of the measurement basis is made on a transaction-by-transaction basis. Other types of non-controlling interests are measured at fair value.

  • f. Foreign currencies

In preparing the financial statements of each individual group entity, transactions in currencies other than the entity’s functional currency (foreign currencies) are recognized at the rates of exchange prevailing at the dates of the transactions.

At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Exchange differences on monetary items arising from settlement or translation are recognized in profit or loss in the period in which they arise.

Non-monetary items measured at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Exchange differences arising from the retranslation of non-monetary items are included in profit or loss for the period except for exchange differences arising from the retranslation of non-monetary items in respect of which gains and losses are recognized directly in other comprehensive income, in which cases, the exchange differences are also recognized directly in other comprehensive income.

Non-monetary items that are measured at historical cost in a foreign currency are not retranslated.

For the purpose of presenting consolidated financial statements, the functional currencies of the Company and the Group entities (including subsidiaries and associates in other countries that use currency different from the currency of the Company) are translated into the presentation currency – the New Taiwan dollars as follows: Assets and liabilities are translated at the exchange rates prevailing at the end of the reporting period; income and expense items are translated at the average exchange rates for the period. The resulting currency translation differences are recognized in other comprehensive income (attributed to the owners of the Company and non-controlling interests as appropriate).

Goodwill and fair value adjustments on identifiable assets and liabilities acquired arising from the acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and translated at the rate of exchange prevailing at the end of each reporting period. Exchange differences arising are recognized in other comprehensive income.

  • 22 -

g. Inventories

Inventories consist of raw materials, supplies, finished goods and work-in-process and are stated at the lower of cost or net realizable value. Inventory write-downs are made by item, except where it may be appropriate to group similar or related items. Net realizable value is the estimated selling price of inventories less all estimated costs of completion and costs necessary to make the sale. Inventories are recorded at the weighted-average cost.

h. Investments in associates

An associate is an entity over which the Group has significant influence and that is neither a subsidiary nor an interest in a joint venture.

The Group uses the equity method to account for its investments in associates.

Under the equity method, investments in an associate are initially recognized at cost and adjusted thereafter to recognize the Group’s share of the profit or loss and other comprehensive income of the associate. The Group also recognizes the changes in the Group’s share of the equity of associates attributable to the Group.

Any excess of the cost of acquisition over the Group’s share of the net fair value of the identifiable assets and liabilities of an associate at the date of acquisition is recognized as goodwill, which is included within the carrying amount of the investment and is not amortized. Any excess of the Group’s share of the net fair value of the identifiable assets and liabilities over the cost of acquisition, after reassessment, is recognized immediately in profit or loss.

When the Group subscribes for additional new shares of the associate at a percentage different from its existing ownership percentage, the resulting carrying amount of the investment differs from the amount of the Group’s proportionate interest in the associate. The Group records such a difference as an adjustment to investments with the corresponding amount charged or credited to capital surplus - changes in the Group’s share of equity of associates. If the Group’s ownership interest is reduced due to the additional subscription of the new shares of associate, the proportionate amount of the gains or losses previously recognized in other comprehensive income in relation to that associate is reclassified to profit or loss on the same basis as would be required if the investee had directly disposed of the related assets or liabilities. When the adjustment should be debited to capital surplus, but the capital surplus recognized from investments accounted for by the equity method is insufficient, the shortage is debited to retained earnings.

When the Group’s share of losses of an associate equals or exceeds its interest in that associate (which includes any carrying amount of the investment accounted for by the equity method and long-term interests that, in substance, form part of the Group’s net investment in the associate), the Group discontinues recognizing its share of further losses. Additional losses and liabilities are recognized only to the extent that the Group has incurred legal obligations, or constructive obligations, or made payments on behalf of that associate.

The entire carrying amount of the investment (including goodwill) is tested for impairment as a single asset by comparing its recoverable amount with its carrying amount. Any impairment loss recognized forms part of the carrying amount of the investment. Any reversal of that impairment loss is recognized to the extent that the recoverable amount of the investment subsequently increases.

  • 23 -

The Group discontinues the use of the equity method from the date on which its investment ceases to be an associate. Any retained investment is measured at fair value at that date and the fair value is regarded as its fair value on initial recognition as a financial asset. The difference between the previous carrying amount of the associate attributable to the retained interest and its fair value is included in the determination of the gain or loss on disposal of the associate. The Group accounts for all amounts previously recognized in other comprehensive income in relation to that associate on the same basis as would be required if that associate had directly disposed of the related assets or liabilities.

When a group entity transacts with its associate, profits and losses resulting from the transactions with the associate are recognized in the Group’ consolidated financial statements only to the extent that interests in the associate that are not related to the Group.

i. Property, plant and equipment

Property, plant and equipment are stated at cost, less accumulated depreciation and accumulated impairment loss.

Property, plant and equipment in the course of construction are carried at cost, less any recognized impairment loss. Cost includes professional fees and borrowing costs eligible for capitalization. Such assets are depreciated and classified to the appropriate categories of property, plant and equipment when completed and ready for intended use.

Depreciation on property, plant and equipment is recognized using the straight-line method. Each significant part is depreciated separately. The estimated useful lives, residual values and depreciation methods are reviewed at the end of each reporting period, with the effects of any changes in estimates accounted for on a prospective basis.

On derecognition of an item of property, plant and equipment, the difference between the sales proceeds and the carrying amount of the asset is recognized in profit or loss.

j. Goodwill

Goodwill arising from the acquisition of a business is carried at cost as established at the date of acquisition of the business less accumulated impairment loss.

For the purposes of impairment testing, goodwill is allocated to each of the Group’s cash-generating units or groups of cash-generating units (referred to as cash-generating units) that is expected to benefit from the synergies of the combination.

A cash-generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently when there is an indication that the unit may be impaired, by comparing its carrying amount, including the attributed goodwill, with its recoverable amount. However, if the goodwill allocated to a cash-generating unit was acquired in a business combination during the current annual period, that unit shall be tested for impairment before the end of the current annual period. If the recoverable amount of the cash-generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata based on the carrying amount of each asset in the unit. Any impairment loss is recognized directly in profit or loss. An impairment loss recognized for goodwill is not reversed in subsequent periods.

If goodwill has been allocated to a cash-generating unit and the entity disposes of an operation within that unit, the goodwill associated with the operation disposed of is included in the carrying amount of the operation when determining the gain or loss on disposal.

  • 24 -

  • k. Intangible assets

  • 1) Intangible assets acquired separately

Intangible assets with finite useful lives that are acquired separately are initially measured at cost and subsequently measured at cost less accumulated amortization and accumulated impairment loss. Amortization is recognized on a straight-line basis. The estimated useful life, residual value, and amortization method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis. Intangible assets with indefinite useful lives that are acquired separately are measured at cost less accumulated impairment loss.

  • 2) Intangible assets acquired in a business combination

Intangible assets acquired in a business combination and recognized separately from goodwill are initially recognized at their fair value at the acquisition date. Subsequent to initial recognition, they are measured on the same basis as intangible assets that are acquired separately.

  • 3) Derecognition of intangible assets

On derecognition of an intangible asset, the difference between the net disposal proceeds and the carrying amount of the asset is recognized in profit or loss.

  • l. Impairment of tangible and intangible assets other than goodwill

At the end of each reporting period, the Group reviews the carrying amounts of its tangible and intangible assets, excluding goodwill, to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. When it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. Corporate assets are allocated to the individual cash-generating units on a reasonable and consistent basis of allocation.

Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment at lease annually and whenever there is an indication that the asset may be impaired.

The recoverable amount is the higher of fair value less costs to sell and value in use. If the recoverable amount of an asset or cash-generating unit is estimated to be less than its carrying amount, the carrying amount of the asset or cash-generating unit is reduced to its recoverable amount, with the resulting impairment loss recognized in profit or loss.

When an impairment loss is subsequently reversed, the carrying amount of the asset or cash-generating unit is increased to the revised estimate of its recoverable amount, but only to the extent of the carrying amount that would have been determined had no impairment loss been recognized for the asset or cash-generating unit in prior years. A reversal of an impairment loss is recognized in profit or loss.

  • m. Financial instruments

Financial assets and financial liabilities are recognized when a group entity becomes a party to the contractual provisions of the instruments.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognized immediately in profit or loss.

  • 25 -

1) Financial assets

All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis.

  • a) Measurement category

Financial assets are classified into the following categories: Financial assets at fair value through profit or loss, available-for-sale financial assets, and loans and receivables.

  • i. Financial assets at fair value through profit or loss

Financial assets are classified as at fair value through profit or loss when the financial asset is either held for trading or it is designated as at fair value through profit or loss.

Financial assets at fair value through profit or loss are stated at fair value, with any gains or losses arising on remeasurement recognized in profit or loss. The net gain or loss recognized in profit or loss incorporates any dividends or interest earned on the financial asset. Fair value is determined in the manner described in Note 30.

  • ii. Available-for-sale financial assets

Available-for-sale financial assets are non-derivatives that are either designated as available-for-sale or are not classified as loans and receivables, held-to-maturity investments or financial assets at fair value through profit or loss.

Available-for-sale financial assets are measured at fair value. Changes in the carrying amounts of available-for-sale monetary financial assets relating to changes in foreign currency exchange rates, interest income calculated using the effective interest method and dividends on available-for-sale equity investments are recognized in profit or loss. Other changes in the carrying amount of available-for-sale financial assets are recognized in other comprehensive income and will be reclassified to profit or loss when the investment is disposed of or is determined to be impaired.

Dividends on available-for-sale equity instruments are recognized in profit or loss when the Group’s right to receive the dividends is established.

iii. Loans and receivables

Loans and receivables (including trade receivables, cash and cash equivalent, and debt investments with no active market), are measured at amortized cost using the effective interest method, less any impairment, except for short-term receivables when the effect of discounting is immaterial.

Cash equivalent includes time deposits with original maturities within three months from the date of acquisition, highly liquid, readily convertible to a known amount of cash and be subject to an insignificant risk of changes in value. These cash equivalents are held for the purpose of meeting short-term cash commitments.

  • 26 -

  • b) Impairment of financial assets

Financial assets, other than those at fair value through profit or loss, are assessed for indicators of impairment at the end of each reporting period. Financial assets are considered to be impaired when there is objective evidence, as a result of one or more events that occurred after the initial recognition of the financial asset, that the estimated future cash flows of the investment have been affected.

For financial assets carried at amortized cost, such as trade receivables, such assets are assessed for impairment on a collective basis even if they were assessed not to be impaired individually. Objective evidence of impairment for a portfolio of receivables could include the Group’s past experience of collecting payments, an increase in the number of delayed payments in the portfolio past the average credit period of 90 days, as well as observable changes in national or local economic conditions that correlate with default on receivables.

For financial assets carried at amortized cost, the amount of the impairment loss recognized is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.

For financial assets measured at amortized cost, if, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognized, the previously recognized impairment loss is reversed through profit or loss to the extent that the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortized cost would have been had the impairment not been recognized.

For available-for-sale equity investments, a significant or prolonged decline in the fair value of the security below its cost is considered to be objective evidence of impairment.

For all other financial assets, objective evidence of impairment could include significant financial difficulty of the issuer or counterparty, breach of contract, such as a default or delinquency in interest or principal payments, it becoming probable that the borrower will enter bankruptcy or financial re-organization, or the disappearance of an active market for that financial asset because of financial difficulties.

When an available-for-sale financial asset is considered to be impaired, cumulative gains or losses previously recognized in other comprehensive income are reclassified to profit or loss in the period.

In respect of available-for-sale equity securities, impairment loss previously recognized in profit or loss are not reversed through profit or loss. Any increase in fair value subsequent to an impairment loss is recognized in other comprehensive income. In respect of available-for-sale debt securities, the impairment loss is subsequently reversed through profit or loss if an increase in the fair value of the investment can be objectively related to an event occurring after the recognition of the impairment loss.

The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with the exception of trade receivables where the carrying amount is reduced through the use of an allowance account. When trade receivables are considered uncollectible, they are written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against the allowance account. Changes in the carrying amount of the allowance account are recognized in profit or loss except for uncollectible trade receivables that are written off against the allowance account.

  • 27 -

  • c) Derecognition of financial assets

The Group derecognizes a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party.

On derecognition of a financial asset in its entirety, the difference between the asset’s carrying amount and the sum of the consideration received and receivable and the cumulative gain or loss that had been recognized in other comprehensive income is recognized in profit or loss.

  • 2) Equity instruments

Debt and equity instruments issued by a group entity are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

Equity instruments issued by a group entity are recognized at the proceeds received, net of direct issue costs.

Repurchase of the Company’s own equity instruments is recognized in and deducted directly from equity. No gain or loss is recognized in profit or loss on the purchase, sale, issue or cancellation of the Company’s own equity instruments.

  • 3) Financial liabilities

  • a) Subsequent measurement

Except the following situation, all the financial liabilities are measured at amortized cost using the effective interest method:

Financial liabilities at fair value through profit or loss

Financial liabilities are classified as at fair value through profit or loss when the financial liability is either held for trading or is designated as at fair value through profit or loss. Fair value is determined in the manner described in Note 30.

  • b) Derecognition of financial liabilities

The difference between the carrying amount of the financial liability derecognized and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss.

  • 4) Derivative financial instruments

The Group enters into a variety of derivative financial instruments to manage its exposure to interest rate and foreign exchange rate risks, including foreign exchange forward contracts.

Derivatives are initially recognized at fair value at the date the derivative contracts are entered into and are subsequently remeasured to their fair value at the end of each reporting period. The resulting gain or loss is recognized in profit or loss immediately unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in profit or loss depends on the nature of the hedge relationship. When the fair value of derivative financial instruments is positive, the derivative is recognized as a financial asset; when the fair value of derivative financial instruments is negative, the derivative is recognized as a financial liability.

  • 28 -

n. Provisions

Provisions are measured at the best estimate of the discounted cash flows of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation.

Provisions for the expected cost of warranty obligations are recognized at the date of sale of the relevant products at the best estimate by the management of the Group of the expenditure required to settle the Group’s obligation.

o. Revenue recognition

Revenue is measured at the fair value of the consideration received or receivable. Revenue is reduced for estimated customer returns, rebates and other similar allowances. Allowance for sales returns and liability for returns are recognized at the time of sale based on the seller’s reliable estimate of future returns and based on past experience and other relevant factors.

  • 1) Sale of goods

Revenue from the sale of goods is recognized when all the following conditions are satisfied:

  • a) The Group has transferred to the buyer the significant risks and rewards of ownership of the goods;

  • b) The Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

  • c) The amount of revenue can be measured reliably;

  • d) It is probable that the economic benefits associated with the transaction will flow to the Group; and

  • e) The costs incurred or to be incurred in respect of the transaction can be measured reliably.

The Group does not recognize sales revenue on materials delivered to subcontractors because this delivery does not involve a transfer of risks and rewards of materials ownership.

2) Rendering of services

Service income is recognized when services are provided.

Revenue from a contract to provide services is recognized by reference to the stage of completion of the contract.

  • 3) Dividend and interest income

Dividend income from investments is recognized when the shareholder’s right to receive payment has been established provided that it is probable that the economic benefits will flow to the Group and the amount of income can be measured reliably.

Interest income from a financial asset is recognized when it is probable that the economic benefits will flow to the Group and the amount of income can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding and at the applicable effective interest rate.

  • 29 -

p. Leasing

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

1) The Group as lessor

Rental income from operating leases is recognized on a straight-line basis over the term of the relevant lease.

  • 2) The Group as lessee

Operating lease payments are recognized as an expense on a straight-line basis over the lease term.

q. Employee benefits

  • 1) Short-term employee benefits

Liabilities recognized in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for the related service.

2) Retirement benefits

Payments to defined contribution retirement benefit plans are recognized as an expense when employees have rendered service entitling them to the contributions.

Defined benefit costs (including service cost, net interest and remeasurement) under defined benefit retirement benefit plans are determined using the projected unit credit method. Service cost (including current and past service cost) and net interest on the net defined benefit liability are recognized as employee benefits expense in the period they occur. Remeasurement, comprising actuarial gains and losses, the effect of the changes to the asset ceiling, and the return on plan assets (excluding interest), is recognized in other comprehensive income in the period in which it occurs. Remeasurement recognized in other comprehensive income is reflected immediately in retained earnings and will not be reclassified to profit or loss.

Net defined benefit liability (asset) represents the actual deficit (surplus) in the Group’s defined benefit plan. Any surplus resulting from this calculation is limited to the present value of any refunds from the plans or reductions in future contributions to the plans.

  • r. Employee share options

Employee share options granted to employee and others providing similar services.

The fair value at the grant date of the employee share options is expensed on a straight-line basis over the vesting period, based on the Group’s best estimates of the number of shares or options that are expected to ultimately vest, with a corresponding increase in capital surplus - employee share options. It is recognized as an expense in full at the grant date if vesting immediately.

At the end of each reporting period, the Group revises its estimate of the number of employee share options expected to vest. The impact of the revision of the original estimates is recognized in profit or loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to the capital surplus - employee share options.

  • 30 -

s. Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

1) Current tax

According to the Income Tax Law, an additional tax at 10% of unappropriated earnings is provided for as income tax in the year the shareholders approve to retain the earnings.

Adjustments of prior years’ tax liabilities are added to or deducted from the current year’s tax provision.

2) Deferred tax

Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities and the corresponding tax bases used in the computation of taxable profit. If a temporary difference arises from the initial recognition (other than in a business combination) of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit, the resulting deferred tax asset or liability is not recognized. In addition, a deferred tax liability is not recognized on taxable temporary differences arising from the initial recognition of goodwill.

Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are generally recognized for all deductible temporary differences, unused loss carry forward and unused tax credits for purchases of machinery, equipment and technology, research and development expenditures, and personnel training expenditures to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized.

Deferred tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries and associates, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognized to the extent that it is probable that there will be sufficient taxable profits against which to utilize the benefits of the temporary differences and they are expected to reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. A previously unrecognized deferred tax asset is also reviewed at the end of each reporting period and recognized to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.

Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realized, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

3) Current and deferred tax for the year

Current and deferred tax are recognized in profit or loss, except when they relate to items that are recognized in other comprehensive income or directly in equity, in which case, the current and deferred taxes are also recognized in other comprehensive income or directly in equity respectively.

  • 31 -

5. CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In the application of the Group’s accounting policies, management is required to make judgments, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

a. Fair value measurements of intangible assets

Intangible assets acquired from any business combination were recognized at their fair values as of the date of acquisition. When measuring fair values of intangible assets, the Group discounted cash flows to a present value by adopting the income approach to reflect the expectation of the current market with the future cash flows.

The Group’s management used the estimated future cash flows of intangible assets with the estimated growth rates of sales and determined suitable discount rates to measure the fair values of intangible assets.

  • b. Impairment of goodwill

Determining whether goodwill is impaired requires an estimation of the value in use of the cash-generating units to which goodwill has been allocated. The calculation of the value in use requires management to estimate the future cash flows expected to arise from the cash-generating unit and a suitable discount rate in order to calculate present value. Where the actual future cash flows are less than expected, a material impairment loss may arise.

6. CASH AND CASH EQUIVALENTS

Cash on hand

Checking accounts and demand deposits
Cash equivalents (time deposits with original maturities less than
three months)

December 31 December 31


2016
$ 61,640

4,350,538
225,399

$ 4,637,577
2015
$ 65,144
4,144,007

149,108
$ 4,358,259

The market rate intervals of cash in bank, at the end of the reporting period were as follows:

Demand deposits

Time deposits with original maturities of less than three months
December 31
2016
2015
0.0001%-14.02% 0.001%-13.26%
1.35%-2.30%
1.60%-5.00%
  • 32 -

7. FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS

Financial assets held for trading-current
Derivative financial assets
Forward exchange contracts

Non-derivative financial assets
Domestic quoted shares
Foreign quoted shares


Financial liabilities held for trading-current
Derivative financial liabilities
Forward exchange contracts
December 31 December 31



2016
$ 34,348

78,680
-

$ 113,028

$ 10,231
2015
$ 7,391
67,554

101,444
$ 176,389
$ 6,352

At the end of the reporting period, outstanding forward exchange contracts not under hedge accounting were as follows:

Notional Amount
Currency Maturity Date (In Thousands)
December 31, 2016
Sell EUR/NTD 2017.01-2017.05 EUR5,500/NTD192,863
EUR/USD 2017.01-2017.05 EUR8,500/USD9,451
USD/NTD 2017.01-2017.04 USD11,414/NTD362,143
JPY/NTD 2017.01-2017.06 JPY430,000/NTD128,601
RMB/NTD 2017.01-2017.03 RMB83,000/NTD380,318
December 31, 2015
Sell EUR/NTD 2016.01-2016.04 EUR5,000/NTD179,073
EUR/USD 2016.01-2016.04 EUR6,500/USD7,102
USD/NTD 2016.01-2016.02 USD1,499/NTD49,190
JPY/NTD 2016.01-2016.05 JPY200,000/NTD53,236
JPY/USD 2016.01-2016.05 JPY70,000/USD582
RMB/NTD 2016.01-2016.03 RMB64,000/NTD321,201
RMB/USD 2016.01-2016.02 RMB15,000/USD2,323

The Group entered into forward exchange contracts during the years ended December 31, 2016 and 2015 to manage exposures due to exchange rate fluctuations of foreign-currency denominated assets and liabilities. The Group’s financial hedging strategy is to minimize risks due to market price fluctuations and cash flows; however, because these contracts did not meet the criteria for hedge effectiveness, they were not subject to hedge accounting.

  • 33 -

8. AVAILABLE-FOR-SALE FINANCIAL ASSETS

Current
Domestic investments
Mutual funds

Quoted shares


Noncurrent
Domestic investments
Quoted shares

Unlisted shares
Foreign investments
Unlisted foreign shares

December 31 December 31





2016
$ 2,450,232

506,354

$ 2,956,586

$ 1,703,203

9,375
-

$ 1,712,578
2015
$ 1,271,302

484,541
$ 1,755,843
$ 1,704,966
9,375

33,257
$ 1,747,598

For its securities borrowing and lending transactions, the Group placed some of its quoted domestic shares, recorded under available-for-sale assets - noncurrent, in a trust at Chinatrust Commercial Bank. As of December 31, 2016 and 2015, the shares held in trust amounted to $1,257,600 thousand and $1,276,400 thousand, respectively. Refer to Table 3 for more information. On the transactions, the Group recognized gains of $53 thousand and $235 thousand in the years ended December 31, 2016 and 2015, respectively. These gains were recorded under other nonoperating income.

9. DEBT INVESTMENTS WITH NO ACTIVE MARKET

Time deposits with original maturities more than three months **December ** **31 **
2016
$ 10,007
2015
$ 3,171

The market interest rates of the time deposits with original maturity more than three months were 1.00%-2.50% and 1.00%-2.55% per annum respectively as of December 31, 2016 and 2015.

10. NOTES AND TRADE RECEIVABLE

Notes receivable (include related parties)

Trade receivable

Less: Allowance for impairment loss

**December 31 ** **December 31 **



2016
$ 965,081

$ 6,486,188

(101,354)

$ 6,384,834
2015
$ 970,722
$ 5,577,733

(149,159)
$ 5,428,574
  • 34 -

Trade Receivable

The average credit period of sales of goods was from 30 to 90 days. In determining the recoverability of a trade receivable, the Group considered any change in the credit quality of the trade receivable since the date credit was initially granted to the end of the reporting period. The Group recognized an allowance for impairment loss of 100% against all receivables over 1 year because historical experience had been that receivables that are past due beyond 1 year were not recoverable. Allowance for impairment loss were recognized against trade receivables between 90 days and 1 year based on estimated irrecoverable amounts determined by reference to past default experience of the counterparties and an analysis of their current financial position.

For the trade receivables balances that were past due at the end of the reporting period, the Group did not recognize an allowance for impairment loss, because there was not a significant change in credit quality and the amounts were still considered recoverable. The Group did not hold any collateral or other credit enhancements for these balances.

The aging of receivables was as follows:

Not overdue

Overdue
1 to 90 days
91 to 360 days
Over 360 days

**December 31 ** **December 31 **


2016
$ 5,524,036

839,609
63,558
58,985

$ 6,486,188
2015
$ 4,457,975
909,380
131,727

78,651
$ 5,577,733

The above aging schedule was based on the past due days from end of credit term.

The aging of receivables that were past due but not impaired were as follows:

1 to 30 days

31 to 60 days
61 to 90 days

**December 31 ** **December 31 **


2016
$ 693,983

93,924
51,702

$ 839,609
2015
$ 714,634
127,378

55,384
$ 897,396

The above aging schedule was based on the past due days from end of credit term.

  • 35 -

The movements of the allowance of doubtful trade receivables were as follows:

Individually
Assessed for
Impairment
Collectively
Assessed for
Impairment
Balance at January 1, 2015
$ 19,802
$ 130,200

Plus (less): Impairment losses recognized
(reversed) on receivables
(2,203)
25,563
Less: Amounts written off during the period as
uncollectible
(30)
(20,586)
Foreign exchange translation losses

-

(3,587)

Balance at December 31, 2015
$ 17,569
$ 131,590

Balance at January 1, 2016
$ 17,569
$ 131,590

Plus (less): Impairment losses recognized
(reversed) on receivables
96
(24,128)
Less: Amounts written off during the period as
uncollectible
(3,979)
(26,336)
Business combinations
-
11,918
Foreign exchange translation losses

-

(5,376)

Balance at December 31, 2016
$ 13,686
$ 87,668
Total
$ 150,002
23,360
(20,616)

(3,587)
$ 149,159
$ 149,159
(24,032)
(30,315)
11,918

(5,376)
$ 101,354

The Group recognized impairment losses on trade receivables amounting to $1,432 thousand as of both December 31, 2016 and 2015. These amounts mainly related to customers that were in liquidation or in severe financial difficulties. The Group did not hold any collateral over these balances.

11. INVENTORIES

Raw materials

Work in process
Finished goods
Inventories in transit

December 31 December 31


2016
$ 1,991,477

1,033,831
1,922,816
649,112

$ 5,597,236
2015
$ 1,489,432
974,373
1,875,649

529,406
$ 4,868,860

The costs of inventories recognized as costs of goods sold for the years ended December 31, 2016 and 2015 were $24,517,651 thousand and $22,221,007 thousand, respectively.

The costs of inventories were decreased by $538,855 thousand and $443,926 thousand as of December 31, 2016 and 2015, respectively, when stated at the lower of cost or net realizable values.

  • 36 -

12. SUBSIDIARIES

Subsidiaries included in the consolidated financial statements.

The entities included in the consolidated statements are listed below.

Investor
Investee
Nature of Activities
The Company
AAC (BVI)
Investment and management service
ATC
Sale of industrial automation products
Advanixs Corporation (formerly
Advansus Corp.)
Production and sale of industrial
automation products
Advantech Corporate Investment Investment holding company
AEUH
Investment and management service
ASG
Sale of industrial automation products
AAU
Sale of industrial automation products
AJP
Sale of industrial automation products
AMY
Sale of industrial automation products
AKR
Sale of industrial automation products
ABR
Sale of industrial automation products
ACA
Production and sale of portable industrial
automation products
AIN
Sale of industrial automation products
AdvanPOS
Production and sale of POS system
ALNC
Production and sale of machines with
computerized numerical control
AMX
Sale of industrial automation products
Advantech Innovative Design Co.,
Ltd.
Product design
Advantech iFactory Co., Ltd.
Cybernation equipment manufacturing
BEMC
Sale of industrial network communications
systems
AiST
Design, develop and sale of intelligent
service
Advantech
Corporate
AiST
Design, develop and sale of intelligent
service
Investment
Cermate
Manufacturing of electronic parts,
computer, and peripheral devices
ATC
ATC (HK)
Investment and management service
ATC (HK)
AKMC
Production and sale of components of
industrial automation products
Advanixs Kun Shan Corp.
(formerly Yeh-Chiang
Technology Kun Shan Co.,
Ltd.)
Production and sale of industrial
automation products
AAC (BVI)
ANA
Sale and fabrication of industrial
automation products
AAC (HK)
Investment and management service
ANA
BEMC
Sale of industrial network communications
systems
AAC (HK)
ACN
Sale of industrial automation products
AiSC
Production and sale of industrial
automation products
AXA
Development and production of software
products
ACN
Hangzhou Advantofine
Automation Tech. Co., Ltd.
Processing and sale of industrial
automation products
AEUH
AEU
Sale of industrial automation products
APL
Sale of industrial automation products
AEU
A-DLoG
Design, R&D and sale of industrial
automation vehicles and related
products
ASG
ATH
Production of computers
AID
Sale of industrial automation products
Cermate
Land Mark
General investment
Land Mark
Cermate (Shanghai)
Sale of industrial electronic equipment
Cermate (Shenzhen)
Production of LCD touch panel, USB
cable, and industrial computer
AdvanPOS
Bright Mind Ltd.
General investment
% ofOwnership
December 31
2016
2015
Remark
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
80.00
80.00
-
100.00
i.
99.99
99.99
a.
100.00
100.00
81.17
89.93
b.
100.00
100.00
a.
100.00
100.00
a.
-
100.00
c.
60.00
-
d.
100.00
-
h.
-
100.00
h.
55.00
55.00
100.00
100.00
100.00
100.00
100.00
-
f.
100.00
100.00
100.00
100.00
40.00
-
d.
100.00
100.00
100.00
100.00
100.00
100.00
100.00
60.00
e.
100.00
100.00
100.00
100.00
100.00
100.00
51.00
51.00
100.00
100.00
100.00
100.00
100.00
100.00
90.00
90.00
-
100.00
g.
(Continued)
  • 37 -
Investor
Investee
Nature of Activities
Bright Mind Ltd. AdvanPOS Shanghai
Production and sale of POS system
ALNC
Better Auto
General investment
Better Auto
Famous Now Limited
General investment
Famous Now
Limited
Dongguan Pou Yuen Digital
Technology Co., Ltd.
Production and sale of industrial
automation products
BEMC
Avtek
General investment
Avtek
B+B
General investment
B+B
BBI
Sale of industrial network communications
systems
Quatech
Sale of industrial network communications
systems
IMC
Sale of industrial network communications
systems
BBI
B&B Electronics
Sale of industrial network communications
systems
B+B (CZ) (formerly Conel)
Manufacturing of cellular and automation
solution
Conel Automation (formerly
Softcon)
Sale of industrial network communications
systems
B&B DMCC
Sale of industrial network communications
systems
B&B Electronics B+B (CZ)
Manufacturing of cellular and automation
solution
B+B (CZ)
Conel Automation
Sale of industrial network communications
systems
% ofOwnership
December 31
2016
2015
Remark
-
100.00
g.
100.00
100.00
100.00
100.00
100.00
100.00
100.00
-
d.
100.00
-
d.
100.00
-
d.
100.00
-
d.
100.00
-
d.
100.00
-
d.
99.99
-
d.
1.00
-
d.
100.00
-
d.
0.01
-
d.
99.00
-
d.

(Concluded)

  • Remark a: Non-significant subsidiaries and their financial statements were not audited. Management of the Group believes that there would not be material impacts had the financial statements of these subsidiaries been audited.

  • Remark b: In the first and third quarter of 2016, the Company acquired 0.07% and sold 8.83% equity in ALNC, respectively, decreasing the Company’s equity interest from 89.93% to 81.17%.

  • Remark c: In the fourth quarter of 2016, Advantech iFactory Co., Ltd. was in the process of liquidation, which was not included in the 2016 consolidated financial statements.

  • Remark d: In the first quarter of 2016, the Group acquired 100% share equity of BEMC with an acquisition of 60% and 40% of BEMC’s share equity by the Company and ANA, respectively.

  • Remark e: In the first quarter of 2016, ACN acquired 40% equity of Hangzhou Advantofine Automation Tech. Co., Ltd., which led ACN’s equity investment in the above subsidiary increased from 60% to 100%.

  • Remark f: In the second quarter of 2016, ATC, in an issuance of ordinary shares for cash to ATC (HK), acquired 100% equity of Advanixs Kun Shan Corp.

  • Remark g: In the second quarter of 2016, Bright Mind Ltd. and AdvanPOS Shanghai were in the process of liquidation, which were not included in the 2016 consolidated financial statements.

  • Remark h: In 2016, the Group has adjusted its investment structure and the Company directly acquired 100% share equity of AiST.

  • Remark i: In the third quarter of 2016, ACA was merged by AdvanPOS and ACA ceased to exist.

  • 38 -

13. INVESTMENTS ACCOUNTED FOR USING EQUITY METHOD

Investments in Associates

Associates that are not individually material
Listed companies
Axiomtek Co., Ltd. (Axiomtek)

Unlisted companies
AIMobile Co., Ltd. (AIMobile)
Deneng Scientific Research Co., Ltd. (Deneng)
Jan Hsiang Electronics Co., Ltd. (Jan Hsiang)

**December 31 ** **December 31 **


2016
$ 464,155

109,241
16,154
8,904

$ 598,454
2015
$ 450,246
-
18,228

9,510
$ 477,984

In the second quarter 2016, the Group paid cash at $135,000 thousand toward the establishment of “AIMobile Co., Ltd.” by a joint investment with Inventec Corporation. The Group and Inventec Corporation held equity interests of 45% and 55%, respectively. The Group had significant influence over AIMobile.

Aggregate Information on the Associates

The Group’s share of
Profit from continuing operations

Other comprehensive income

Total comprehensive income for the year
December 31 December 31


2016
$ 65,562

(2,561)

$ 63,001
2015
$ 110,226

25
$ 110,251

The investments accounted for by the equity method and the share of profit or loss and other comprehensive income of those investments for the years ended December 31, 2016 and 2015 was based on the associates’ financial statements audited by the auditors for the same years.

14. PROPERTY, PLANT AND EQUIPMENT


Cost
Balance at January 1, 2015

Additions
Disposals
Reclassifications
Effect of foreign currency exchange
differences

Balance at December 31, 2015

Accumulated depreciation and
impairment
Balance at January 1, 2015

Disposals
Depreciation expense
Reclassifications
Effect of foreign currency exchange
differences

Balance at December 31, 2015

Carrying amounts at December 31, 2015
Freehold Land
$ 3,065,315

-
-
-

2,949

$ 3,068,264

$ -

-
-
-

-

$ -

$ 3,068,264
Buildings
$ 5,320,186

82,554
-
(5,438 )

(48,312)

$ 5,348,990

$ 899,536

-
159,248
(857 )

(11,866)

$ 1,046,061

$ 4,302,929
Equipment
$ 1,554,609

63,060
(112,157 )

40,501

(12,373)

$ 1,533,640

$ 1,044,178

(108,408 )
134,207

29

(6,978)

$ 1,063,028

$ 470,612
Office
Equipment

$ 757,649

53,497

(30,856 )
(875 )

(9,120)

$ 770,295

$ 490,419


(28,122 )
94,943
(4,715 )

(6,758)

$ 545,767

$ 224,528
Other Facilities

$ 1,364,432

198,133

(49,361 )

33,588

(13,754)

$ 1,533,038

$ 792,338


(27,567 )
179,843

2,408

(9,402)

$ 937,620

$ 595,418
Construction in
Progress
Total
$ 40,886
$ 12,103,077
947,502
1,344,746

-
(192,374 )
(73,138 )
(5,362 )

(122)

(80,732)
$ 915,128
$ 13,169,355
$ -
$ 3,226,471

-
(164,097 )
-
568,241
-
(3,135 )

-

(35,004)
$ -
$ 3,592,476
$ 915,128
$ 9,576,879
(Continued)
  • 39 -

Cost
Balance at January 1, 2016

Additions
Disposals
Acquisitions through business
combinations
Reclassifications
Effect of foreign currency exchange
differences

Balance at December 31, 2016

Accumulated depreciation and
impairment
Balance at January 1, 2016

Depreciation expense
Disposals
Acquisitions through business
combinations
Reclassifications
Effect of foreign currency exchange
differences

Balance at December 31, 2016

Carrying amounts at December 31, 2016
Freehold Land
$ 3,068,264

64,688
(187,992 )
12,644
-

(9,024)

$ 2,948,580

$ -

-
-
-
-

-

$ -

$ 2,948,580
Buildings
$ 5,348,990

181,539

(101,971 )
308,798
1,561,057

(217,424)

$ 7,080,989

$ 1,046,061

169,334
(19,099 )
88,296
488

(56,407)

$ 1,228,673

$ 5,852,316
Equipment
$ 1,533,640

78,609

(68,301 )
84,400
50,897

(47,507)

$ 1,631,738

$ 1,063,028

124,565

(61,429 )
61,837
(3,692 )

(28,640)

$ 1,155,669

$ 476,069
Office
Equipment

$ 770,295

69,265

(45,139 )
89,771
9,934

(31,717)

$ 862,409

$ 545,767

100,139

(40,515 )
82,180

(19,369 )

(23,767)

$ 644,435

$ 217,974
Other Facilities

$ 1,533,038

154,789

(73,966 )
25,390
27,200

(61,221)

$ 1,605,230

$ 937,620

188,002

(58,491 )
4,771

18,998

(37,278)

$ 1,053,622

$ 551,608
Construction in
Progress
Total
$ 915,128
$ 13,169,355
815,342
1,364,232

-
(477,369 )
-
521,003
(1,686,836 )
(37,748 )

(345)

(367,238)
$ 43,289
$ 14,172,235
$ -
$ 3,592,476
-
582,040

-
(179,534 )
-
237,084
-
(3,575 )

-

(146,092)
$ -
$ 4,082,399
$ 43,289
$ 10,089,836
(Concluded)

The above items of property, plant and equipment were depreciated on a straight-line basis over the estimated useful lives as follows:

Buildings Main buildings 20-60 years Electronic equipment 5 years Engineering systems 5 years Equipment 2-8 years Office equipment 2-8 years Other facilities 2-10 years

15. GOODWILL



Cost

Balance at January 1

Additional amounts recognized from business combinations
occurring during the year (Note 26)
Adjustments for goodwill after acquisition
Effect of exchange differences

Balance at December 31
**For the Year Ended December 31 ** **For the Year Ended December 31 ** **For the Year Ended December 31 **




2016
$ 1,139,559

2,311,181
(543,042)
(61,867)

$ 2,845,831
2015
$ 1,168,727
-

-

(29,168)
$ 1,139,559

In the fourth quarter of 2016, the Group obtained an evaluation report which stated that the total fair value of the cash and cash equivalents, trade receivables, inventories, other current financial assets, other current assets, intangible assets, deferred tax assets, trade payables, other payables, other liabilities, and deferred tax liabilities was $1,394,876 thousand as of the date of acquisition. Thus, the Group made adjustments on the accounting treatment and the fair value of assets as of the date of acquisition and re-presented the comparative information.

  • 40 -

Adjusted items on the balance sheet of B+B were as follows:

Acquisition
Date Acquisition
(Provisional Date (Fair
Amount) Value)
Goodwill adjustment $ 2,311,181
$ 1,768,139
Cash and cash equivalents - 71,336
Trade receivables 211,332 188,827
Inventories 301,938 281,758
Other current financial assets 33,010 -
Other current assets 30,446 17,935
Intangible assets 416,365 1,294,933
Deferred tax assets 35,125 153,651
Trade payables and other payable (135,526)
(188,215)
Other liabilities (10,730)
-
Deferred tax liabilities (30,126)
(425,349)

16. OTHER INTANGIBLE ASSETS

Cost
Balance at January 1, 2015

Additions
Disposals
Effect of foreign currency exchange
differences

Balance at December 31, 2015

Accumulated amortization and impairment
Balance at January 1, 2015

Amortization expense
Disposals
Effect of foreign currency exchange
differences

Balance at December 31, 2015

Carrying amounts at December 31, 2016

Cost
Balance at January 1, 2016

Additions
Disposals
Acquisitions through business combinations
Effect of foreign currency exchange
differences

Balance at December 31, 2016
Trademark
$ 84,637
-
-

(5,698)

$ 78,939

$ -
-
-

-

$ -

$ 78,939

$ 78,939
-
-

461,704

(14,987)

$ 525,656
Client
relationship
$ 128,513

-

-

(8,653)

$ 119,860

$ 54,288

6,702

-

(3,533)

$ 57,457

$ 62,403

$ 119,860

-

-

419,005

(16,261)

$ 522,604
Technology
license
$ 116,884

-

-

(7,868)

$ 109,016

$ 64,780

21,680

-

(9,245)

$ 77,215

$ 31,801

$ 109,016

-

-

340,309

(13,852)

$ 435,473
Others
Total
$ 522,936 $ 852,970

73,175
73,175

(76,262)
(76,262)

(25,966)

(48,185)
$ 493,883
$ 801,698
$ 447,590 $ 566,658

69,571
97,953

(76,232)
(76,232)

(1,589)

(14,367)
$ 439,340
$ 574,012
$ 54,543
$ 227,686
$ 493,883 $ 801,698

79,243
79,243

(1,750)
(1,750)

73,915 1,294,933

(27,324)

(72,424)
$ 617,967
$ 2,101,700
(Continued)
  • 41 -
Accumulated amortization and impairment
Balance at January 1, 2016

Additions
Disposals
Effect of foreign currency exchange
differences

Balance at December 31, 2016

Carrying amounts at December 31, 2016
Trademark
$ -
-
-

-

$ -

$ 525,656
Client
relationship
$ 57,457

43,426

-

(3,995)

$ 96,888

$ 425,716
Technology
license
$ 77,215

93,797

-

(4,832)

$ 166,180

$ 269,293
Others
Total
$ 439,340 $ 574,012

100,825
238,048

(1,691)
(1,691)

(17,282)

(26,109)
$ 521,192
$ 784,260
$ 96,775
$ 1,317,440
(Concluded)

17. PREPAYMENTS FOR LEASE OBLIGATIONS

Current assets (included in other current assets)

Noncurrent assets

December 31 December 31


2016
$ 8,955

325,224

$ 334,179
2015
$ 2,557

100,875
$ 103,432

Lease prepayments are for the Group’s land-use right in Mainland China.

18. BORROWINGS

Short-term Borrowings

Unsecured borrowings
Line of credit borrowings
December 31 December 31
2016
$ 483,750
2015
$ 880,625

The range of weighted average effective interest rates on bank loans were 1.324% and 1.28%-1.84% per annum as of December 31, 2016 and 2015, respectively.

19. OTHER LIABILITIES

Other payables
Payable for salaries or bonuses

Payable for employee benefits
Payable for royalties
Others (Note)

December 31 December 31


2016
$ 2,248,870

151,115
179,207
1,323,307

$ 3,902,499
2015
$ 2,167,475
138,206
105,186

969,450
$ 3,380,317

Note: Including construction payables, accruals of litigation, marketing expenses, and freight expenses.

  • 42 -

20. RETIREMENT BENEFIT PLANS

a. Defined contribution plans

The Company and its domestic subsidiaries of the Group adopted a pension plan under the Labor Pension Act (the “LPA”), which is a state-managed defined contribution plan. Under the LPA, an entity makes monthly contributions to employees’ individual pension accounts at 6% of monthly salaries and wages.

For certain subsidiaries with a few or no employees, they have not established a set of policies for employee retirement and therefore not recognized related retirement expenses.

Except for those aforementioned subsidiaries, the rest of overseas subsidiaries recognized retirement expenses when making contribution to the retirement plan in accordance with local laws.

b. Defined benefit plans

The defined benefit plan adopted by the Company and Cermate of the Group in accordance with the Labor Standards Law, is operated by the government. Pension benefits are calculated on the basis of the length of service and average monthly salaries of the six months before retirement. The Company and Cermate Technologies Inc. each contribute amounts equal to 2% of total monthly salaries and wages to a pension fund administered by pension fund monitoring committees. Pension contributions are deposited in the Bank of Taiwan in the committees’ name. Before the end of each year, the Group assesses the balance in the pension fund. If the amount of the balance in the pension fund is inadequate to pay retirement benefits for employees who conform to retirement requirements in the next year, the Group is required to fund the difference in one appropriation that should be made before the end of March of the next year. The pension fund is managed by the Bureau of Labor Funds, Ministry of Labor (“the Bureau”); the Group has no right to influence the investment policy and strategy.

The amounts included in the consolidated balance sheets in respect of the Group’s defined benefit plans were as follows:

Present value of defined benefit obligation

Fair value of plan assets

Deficit

Net defined benefit liability
December 31 December 31



2016
$ 347,702

(135,342)

212,360

$ 212,360
2015
$ 332,269
(148,729)

183,540
$ 183,540

Movements in net defined benefit liability were as follows:

Present Value
of the Defined Net Defined
Benefit Fair Value of Benefit
Obligation the Plan Assets
Liability (Asset)
Balance at January 1, 2015 $ 312,216
$ (146,788)
$ 165,428
Service cost
Current service cost 2,344 - 2,344
Past service cost 1,340 - 1,340
Net interest expense (income)
5,859

(2,830)

3,029
Recognized in profit or loss
9,543

(2,830)

6,713
(Continued)
  • 43 -
Present Value Present Value
of the Defined Net Defined
Benefit Fair Value of Benefit
Obligation the Plan Assets
Liability (Asset)
Remeasurement
Return on plan assets (excluding amounts
included in net interest)
$
-
$
(1,032)
$
(1,032)
Actuarial (gain) loss - changes in
demographic assumptions 12,407 - 12,407
Actuarial (gain) loss - changes in financial
assumptions 10,070 - 10,070
Actuarial (gain) loss - experience
adjustments
(2,142)
-
(2,142)
Recognized in other comprehensive income
20,335
(1,032)
19,303
Contributions from the employer - (7,904) (7,904)
Benefits paid
(9,825)
9,825
-
Balance at December 31, 2015 332,269
(148,729) 183,540
Service cost
Current service cost 2,645 - 2,645
Net interest expense (income)
5,405
(2,486)
2,919
Recognized in profit or loss
8,050
(2,486)
5,564
Remeasurement
Return on plan assets (excluding amounts
included in net interest) - 1,436 1,436
Actuarial (gain) loss - changes in
demographic assumptions 8,543 - 8,543
Actuarial (gain) loss - changes in financial
assumptions 10,671 - 10,671
Actuarial (gain) loss - experience
adjustments
10,597
-
10,597
Recognized in other comprehensive income
29,811
1,436
31,247
Contributions from the employer - (7,991) (7,991)
Benefits paid
(22,428)
22,428
-
Balance at December 31, 2016
$ 347,702
$ (135,342)
$ 212,360

(Concluded)

An analysis by function of the amounts recognized in profit or loss in respect of the defined benefit plans is as follows:


Operating costs
Selling and marketing expenses
General and administrative expenses
Research and development expenses
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2016
$ 1,238
868
1,497

1,961
$ 5,564
2015
$ 1,083
838
2,823

1,969
$ 6,713
  • 44 -

Through the defined benefit plans under the Labor Standards Law, the Group is exposed to the following risks:

  • 1) Investment risk: The plan assets are invested in domestic/and foreign/equity and debt securities, bank deposits, etc. The investment is conducted at the discretion of the Bureau or under the mandated management. However, in accordance with relevant regulations, the return generated by plan assets should not be below the interest rate for a 2-year time deposit with local banks.

  • 2) Interest risk: A decrease in the bond interest rate will increase the present value of the defined benefit obligation; however, this will be partially offset by an increase in the return on the plan’s debt investments.

  • 3) Salary risk: The present value of the defined benefit obligation is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the present value of the defined benefit obligation.

The actuarial valuations of the present value of the defined benefit obligation were carried out by qualified actuaries. The significant assumptions used for the purposes of the actuarial valuations were as follows:

Discount rate(s)

Expected rate(s) of salary increase
December 31
2016
2015
1.375%-1.500% 1.625%-1.750%
3.000%-3.250% 3.000%-3.250%

If possible reasonable change in each of the significant actuarial assumptions will occur and all other assumptions will remain constant, the present value of the defined benefit obligation would increase (decrease) as follows:

Discount rate(s)
0.25% increase
0.25% decrease
Expected rate(s) of salary increase
0.25% increase
0.25% decrease
**December ** **31 **



2016
$ (10,878)

$ 11,353

$ 10,963

$ (10,564)
2015
$ (10,434)
$ 10,894
$ 10,544
$ (10,156)

The sensitivity analysis presented above may not be representative of the actual change in the present value of the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.

The expected contributions to the plan for the next year
The average duration of the defined benefit obligation
**December ** **31 **
2016
2015
$ 8,035
$ 7,977
12.7-16.2 years 12.8-16.8 years
  • 45 -

21. EQUITY

  • a. Share capital

Ordinary shares

Number of shares authorized (in thousands)

Amount of shares authorized

Number of shares issued and fully paid (in thousands)

Amount of shares issued and fully paid
**December 31 ** **December 31 **



2016
800,000

$ 8,000,000

633,084

$ 6,330,841
2015

800,000
$ 8,000,000

631,853
$ 6,318,531

Fully paid ordinary shares, which have a par value of NT$10, carry one vote per share and carry a right to dividends.

For the year ended December 31, 2016, the changes in shares are due to employees’ exercise of their employee share options.

b. Capital surplus

May be used to offset a deficit, distributed as cash dividends, or
transferred to share capital (1)
Arising from issuance of ordinary shares

Arising from conversion of bonds
Arising from the difference between consideration received or
paid and the carrying amount of the subsidiaries’ net assets
during actual disposal or acquisition
May be used to offset a deficit only
Arising from changes in percentage of ownership interest in
subsidiaries (2)
Arising from employee share options
Arising from distribution of share dividends
May not be used for any purpose
Arising from share of changes in capital surplus of associates
Arising from employee share options

December 31 December 31


2016
$ 3,396,888

931,849
17,844
4,246
1,077,084
78,614
23,231
529,128

$ 6,058,884
2015
$ 3,396,888
931,849
-
4,246
792,341
78,614
12,698

370,919
$ 5,587,555
  • 1) Such capital surplus may be used to offset a deficit; in addition, when the Company has no deficit, such capital surplus may be distributed as cash dividends or transferred to share capital (limited to a certain percentage of the Company’s capital surplus and once a year).

  • 2) Such capital surplus arises from the effect of changes in ownership interest in a subsidiary resulted from equity transactions other than actual disposal or acquisition, or from changes in capital surplus of subsidiaries accounted for by using equity method.

  • 46 -

  • c. Retained earnings and dividends policy

In accordance with the amendments to the Company Act in May 2015, the recipients of dividends and bonuses are limited to shareholders and do not include employees. The shareholders held their regular meeting on May 25, 2016 and, in that meeting, had resolved amendments to the Company’s Articles of Incorporation (the “Articles”), particularly the amendment to the policy on dividend distribution and the addition of the policy on distribution of employees’ compensation.

Under the dividends policy as set forth in the amended Articles, where the Company made profit in a fiscal year, the profit shall be first utilized for paying taxes, offsetting losses of previous years, setting aside as legal reserve 10% of the remaining profit, setting aside or reversing special reserve in accordance with the laws and regulations, and then any remaining profit together with any undistributed retained earnings shall be used by the Company’s board of directors as the basis for proposing a distribution plan, which should be resolved in the shareholders’ meeting for distribution of dividends and bonus to shareholders. For the policies on distribution of employees’ compensation and remuneration of directors and supervisors before and after amendment, refer to c Employee benefits expense in Note 22.

The Company operates in an industry related to computers, and its business related to network servers is new but with significant potential for growth. Thus, in formulating its dividends policy, the Company takes into account the overall business and industry conditions and trends, its objective of enhancing the shareholders’ long-term interests, and the sustainability of the Company’s growth. The policy also requires that share dividends be less than 75% of total dividends to retain internally generated cash within the Company to finance future capital expenditures and working capital requirements.

Any appropriations from earnings should be recorded in the year of shareholders’ approval, following the year the earnings were generated.

Appropriation of earnings to legal reserve should be made until the legal reserve equals the Company’s paid-in capital. The legal reserve may be used to offset deficit. If the Company has no deficit and the legal reserve has exceeded 25% of the Company’s paid-in capital, the excess may be transferred to capital or distributed in cash.

Items referred to under Rule No. 1010012865 and Rule No. 1010047490 issued by the FSC and the directive titled “Questions and Answers for Special Reserves Appropriated Following Adoption of IFRSs” should be appropriated to or reversed from a special reserve by the Company.

Except for non-ROC resident shareholders, all shareholders receiving the dividends are allowed a tax credit equal to their proportionate share of the income tax paid by the Company.

The appropriation of earnings for 2015 and 2014 have been approved in the shareholders’ meetings on May 25, 2016 and May 28, 2015, respectively, were as follows:

Legal reserve

Cash dividends
Appropriation of Earnings
For the Year Ended
December 31
2015
2014
$ 510,434
$ 490,778

3,791,118
3,787,255
Dividends Per Share
(NT$)
For the Year Ended
December 31
2015
2014
$ -
$ -
6.0
6.0
  • 47 -

The appropriations of earnings for 2016 had been proposed by the Company’s board of directors on March 6, 2017. The appropriations and dividends per share were as follows:

Appropriation Appropriation Dividends Per Dividends Per
of Earnings Share (NT$)
Legal reserve $ 566,686 $ -
Special reserve 85,204 -
Cash dividends 3,988,367 6.3
Share dividends 633,074 1.0

The appropriations of earnings for 2016 are subject to the resolution of the shareholders’ meeting to be held on May 26, 2017.

d. Other equity items

  • 1) Exchange differences on translating the financial statements of foreign operations

Balance at January 1

Exchange differences arising on translating the financial
statements of foreign operations

Related income tax
Share of exchange difference of associates accounted for
using the equity method

Balance at December 31
**For the Year Ended ** **For the Year Ended ** **December 31 **



2016
$ 271,859

(561,518)
96,161
(4,135)

$ (197,633)
2015
$ 338,356
(82,566)
13,620

2,449
$ 271,859
  • 2) Unrealized gain or loss from available-for-sale financial assets

Balance at January 1

Unrealized gain (loss) arising on revaluation of
available-for-sale financial assets
Cumulative gain (loss) reclassified to profit or loss on sale of
available-for-sale financial assets

Balance at December 31
For the Year Ended For the Year Ended December 31


2016
$ 68,265

39,048

5,116

$ 112,429
2015
$ 563,277
(292,554)
(202,458)
$ 68,265
  • e. Non-controlling interests


Balance at January 1

Attributable to non-controlling interests:
Share of profit for the year
Exchange difference arising on translation of foreign entities
For the Year Ended December 31
2016
2015

$ 146,276
$ 187,000
22,092
22,629
(15,408)
(18,924)
(Continued)
  • 48 -


Remeasurement on defined benefit plans

Related income tax
Non-controlling interests arising from acquisition or disposal of
subsidiaries (Note 27)

Balance at December 31
**For the Year Ended ** **For the Year Ended ** **December 31 **



2016
$ (94)

16
20,433

$ 173,315
2015
$ (255)
43

(44,217)
$ 146,276
(Concluded)

22. NET PROFIT FROM CONTINUING OPERATIONS

a. Finance costs


Interest on bank loans
Others
b. Depreciation and amortization

Property, plant and equipment

Intangible assets


An analysis of depreciation by function
Operating costs

Operating expenses


An analysis of amortization by function
Operating costs

Selling and marketing expense
General and administrative expense
Research and development expense

For the Year Ended For the Year Ended December 31
2016
$ 5,531

6,025
$ 11,556
**For the Year Ended **
2015
$ 1,285

8,756
$ 10,041
**December 31 **








2016
$ 582,040

238,048

$ 820,088

$ 137,801

444,239

$ 582,040

$ 285

139
208,345
29,279

$ 238,048
2015
$ 568,241

97,953
$ 666,194
$ 130,104

438,137
$ 568,241
$ 319
298
71,090

26,246
$ 97,953
  • 49 -

c. Employee benefit expense


Short-term benefits

Post-employment benefits
Defined contribution plans
Defined benefit plans (Note 20)

Share-based payments
Equity-settled
Other employee benefits

Total employee benefit expense

An analysis of employee benefits expense by function
Operating costs

Operating expenses

For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31






2016
$ 7,723,656

276,942
5,564

282,506
338,194
518,091

$ 8,862,447

$ 1,907,784

6,954,663

$ 8,862,447
2015
$ 6,906,701
270,504

6,713
277,217
261,877

492,356
$ 7,938,151
$ 1,783,857

6,154,294
$ 7,938,151

1) Employees’ compensation and remuneration of directors and supervisors for 2016 and 2015

In compliance with the Company Act as amended in May 2015 and the amended Articles of Incorporation of the Company approved by the shareholders in their meeting on May 25, 2016, the Company accrued employees’ compensation at the rates no less than 1% and no higher than 20%, and remuneration of directors and supervisors at the rates no higher than 1%, of net profit before income tax, employees’ compensation, and remuneration of directors and supervisors. The employees’ compensation and remuneration of directors and supervisors for the years ended December 31, 2016 and 2015 which have been approved by the Company’s board of directors on March 6, 2017 and March 4, 2016, respectively, were as follows:

2016 2015
Employees’ compensation
$ 243,000
$ 200,000
Remuneration of directors and supervisors 12,300 12,000

If there is a change in the amounts after the annual consolidated financial statements were authorized for issue, the differences are recorded as a change in the accounting estimate.

There was no difference between the actual amounts of employees’ compensation and remuneration of directors and supervisors paid and the amounts recognized in the consolidated financial statements for the year ended December 31, 2015.

Information on the employees’ compensation and remuneration of directors and supervisors resolved by the Company’s board of directors in 2017 and 2016 is available at the Market Observation Post System website of the Taiwan Stock Exchange.

  • 50 -

  • 2) Bonus to employees and remuneration of directors and supervisors for 2014

The bonus to employees and remuneration of directors and supervisors for 2014 which have been approved in the shareholders’ meeting on May 28, 2015 were as follows:

For the Year
Ended
December 31,
2014

Bonus to employees

$ 126,000
Remuneration of directors and supervisors

12,000

There was no difference between the amounts of the bonus to employees and the remuneration of directors and supervisors approved in the shareholders’ meeting on May 28, 2015 and the amounts recognized in the consolidated financial statements for the year ended December 31, 2014.

Information on the bonus to employees and remuneration of directors and supervisors resolved by the shareholders in their meeting in 2015 is available at the Market Observation Post System website of the Taiwan Stock Exchange.

  • d. Gain or loss on foreign currency exchange

Foreign exchange gains

Foreign exchange losses

Net loss
**For the Year Ended December 31 ** **For the Year Ended December 31 ** **For the Year Ended December 31 **


2016
$ 860,893

(1,066,705)

$ (205,812)
2015
$ 1,113,263
(1,300,152)
$ (186,889)

23. INCOME TAX

  • a. Major components of tax expense recognized in profit or loss


Current tax
In respect of the current year

Income tax expense for unappropriated earnings
Adjustments for prior year

Deferred tax
In respect of the current year
Adjustments for prior year


Income tax expense recognized in profit or loss
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31





2016
$ 1,227,483

72,178
(1,702)

1,297,959
110,452
-

110,452

$ 1,408,411
2015
$ 1,098,440
62,909

480
1,161,829
1,872

(1,141)

731
$ 1,162,560
  • 51 -

A reconciliation of accounting profit and income tax expenses is as follows:


Profit before tax from continuing operations

Income tax expense calculated at the statutory rate

Nondeductible expenses in determining taxable income
Tax-exempt income
Income tax on unappropriated earnings
Land value increment tax
Investment credits in the current year
Loss carryforwards in the current year
Unrecognized deductible temporary differences
Adjustments for prior years’ tax
Others

Income tax expense recognized in profit or loss
**For the Year Ended December 31 ** **For the Year Ended December 31 ** **For the Year Ended December 31 **



2016
$ 7,097,365

$ 1,630,913

686
(196,715)
72,178
7,833
(88,558)
(16,594)
119
(1,702)
251

$ 1,408,411
2015
$ 6,289,535
$ 1,393,286
3,755

(219,899)
62,909
-

(57,000)

(229)
(20,742)

480

-
$ 1,162,560

The applicable tax rate used above is the corporate tax rate of 17% payable by the Group in ROC, while the applicable tax rate used by subsidiaries in China is 25%, except for subsidiaries qualified for 15% preferential tax rate for Hi-Tech Industries. Tax rates used by other group entities operating in other jurisdictions are based on the tax laws in those jurisdictions.

As the status of 2017 appropriations of earnings is uncertain, the potential income tax consequences of 10% income tax rate of 2016 unappropriated earnings are not reliably determinable.

b. Income tax recognized in other comprehensive income


Deferred tax
In respect of the current year
Translation of foreign operations

Remeasurement on defined benefit plan

**For the Year Ended ** **For the Year Ended ** **December 31 **


2016
$ 96,161

5,312

$ 101,473
2015
$ 13,620

3,281
$ 16,901

c. Current tax liabilities

Current tax liabilities
Income tax payable
**December 31 ** **December 31 **
2016
$ 1,229,400
2015
$ 1,057,226
  • 52 -

d. Deferred tax assets and liabilities

The movements of deferred tax assets and deferred tax liabilities were as follows:

For the year ended December 31, 2016


Deferred tax assets


Temporary differences

Unrealized gross profit

Unrealized loss on inventory
write-down
Exchange difference on foreign
operations
Loss carryforwards
Defined benefit obligation
Unrealized exchange losses (gains)
Unrealized warranty liabilities
Remeasurement of defined benefit
plans
Allowance for impaired receivables
Others


Deferred tax liabilities
Temporary differences
Undistributed earnings of subsidiaries
Exchange difference on foreign
operations
Remeasurement of defined benefit
plans
Unrealized exchange gains
Property, plant and equipment
Intangible assets and goodwill
Others

Opening
Balance
Recognized in
Profit or Loss
Recognized in
Other
Compre-
hensive
Income
Business
Combination
$ 56,143 $ (11,147) $ - $ -
49,486
2,084
-
22,482
-
4,636
40,479
-
-
(32,726)
-
121,207
16,915
(391)
-
-
8,501
(6,886)
-
-
26,019
(5,401)
-
-
6,232
-
5,312
-
2,982
(3,568)
-
1,022

51,711

(2,524)

-

16,588

$ 217,989
$ (55,923)
$ 45,791
$ 161,299

$ 875,958 $ 114,613 $ - $ -
55,682
-
(55,682)
-
3,646
-
-
-
823
2,004
-
-
-
(1,593)
-
11,376
-
(50,833)
-
406,249

2,382

(9,662)

-

7,724

$ 938,491
$ 54,529
$ (55,682)
$ 425,349
Closing
Balance
$ 44,996

74,052

45,115

88,481

16,524

1,615

20,618

11,544

436

65,775
$ 369,156
$ 990,571

-

3,646

2,827

9,783

355,416

444
$ 1,362,687

For the year ended December 31, 2015

Recognized in Recognized in
Other
Compre-
Opening Recognized in hensive Closing
Balance Profit or Loss Income Balance

Deferred tax assets

Temporary differences
Unrealized gross profit
$ 40,938 $ 15,205
$
-
$
56,143
Unrealized loss on inventory
write-down 46,167 3,319 - 49,486
Defined benefit obligation 16,680 235 - 16,915
(Continued)
  • 53 -

Unrealized warranty
liabilities

Remeasurement of defined
benefit plans
Unrealized exchange losses
Allowance for impaired
receivables
Others


Deferred tax liabilities
Temporary differences
Undistributed earnings of
subsidiaries

Exchange difference on
foreign operations
Remeasurement of defined
benefit plans
Unrealized exchange gains
(losses)
Others

Opening
Balance
Recognized in
Profit or Loss
Recognized in
Other
Compre-
hensive
Income
$ 23,540
$ 2,479
$ -

2,951
-
3,281
64
8,437
-
2,839
143
-

28,089

23,622

-

$ 161,268
$ 53,440
$ 3,281

$ 812,609
$ 63,349
$ -

69,302
-
(13,620)
3,646
-
-
11,091
(10,268)
-

1,292

1,090

-

$ 897,940
$ 54,171
$ (13,620)
Closing
Balance
$ 26,019
6,232
8,501
2,982

51,711
$ 217,989
$ 875,958

55,682
3,646
823

2,382
$ 938,491
(Concluded)

e. Unused loss carryforwards for which no deferred tax assets have been recognized in the consolidated balance sheets

Loss carryforwards
2017

2018
2019
2021
2022
2024
2025

December 31 December 31


2016
$ 18,360

-
-
-
2,295
18,359
9,424

$ 48,438
2015
$ 23,013
37,282
29,410
16,487
13,126
-

-
$ 119,318
  • 54 -

f. Integrated income tax

Unappropriated earnings
Unappropriated earnings generated on and after January 1,
1998

Shareholder-imputation credit account




Creditable ratio for distribution of earning
December 31
2016
2015
$ 8,435,785
$ 7,098,449
$ 777,620
$ 608,917
For the Year Ended December 31
2016 (Expected)
2015


18.69%
13.86%

g. Income tax assessments

The Company’s tax returns through 2011 have been assessed by the tax authorities. The Company disagreed with the tax authorities’ assessment of its 2008 tax returns and applied for reexamination. Nevertheless, to be conservative, the Company provided for the income tax assessed by the tax authorities.

23. EARNINGS PER SHARE

EARNINGS PER SHARE

Basic earnings per share
Diluted earnings per share
Unit: NT$ Per Share
For the Year Ended December 31
2016
$ 8.96
$ 8.90
2015
$ 8.08
$ 8.05

The earnings and weighted average number of ordinary shares outstanding in the computation of earnings per share were as follows:

Net Profit for the Year


Earnings used in the computation of basic earnings per share

Earnings used in the computation of diluted earnings per share
**For the Year Ended December 31 ** **For the Year Ended December 31 ** **For the Year Ended December 31 **

2016
$ 5,666,862

$ 5,666,862
2015
$ 5,104,346
$ 5,104,346

Weighted Average Number of Ordinary Shares Outstanding (In Thousand Shares)


Weighted average number of ordinary shares in computation of basic
earnings per share
Effect of potentially dilutive ordinary shares:
Employee share option
Employees’ compensation
Weighted average number of ordinary shares used in the
computation of diluted earnings per share
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2016
632,148

3,492

1,168

636,808
2015
631,633
1,372

1,202
634,207
  • 55 -

If the Group offered to settle compensation paid to employees in cash or shares, the Group assumed the entire amount of the compensation would be settled in shares and the resulting potential shares were included in the weighted average number of shares outstanding used in the computation of diluted earnings per share, as the effect is dilutive. Such dilutive effect of the potential shares is included in the computation of diluted earnings per share until the number of shares to be distributed to employees is resolved in the following year.

25. SHARE-BASED PAYMENT ARRANGEMENTS

Qualified employees of the Company and its subsidiaries were granted 6,500 options in 2016, 5,000 options in 2014, and 3,000 options in 2010. Each option entitles the holder to subscribe for one thousand common shares of the Company. The holders of these shares include employees whom meet certain criteria set by the Company, from both domestic and overseas subsidiaries in which the Company directly or indirectly invests over 50%. Options issued in 2016, 2014, and 2010 are valid for six, six and five years, respectively. All are exercisable at certain percentages after the second anniversary year from the grant date. Options granted in 2010 had an exercise prices equal to the closing price of the Company’s common shares listed on the grant date, and the exercise price of those granted in 2016 and 2014 was both NT$100 per share. For any subsequent changes in the Company’s paid-in capital, the exercise price and the number of options will be adjusted accordingly.

Information on employee share options was as follows:

Balance at January 1
Options granted
Options exercised

Balance at December 31

Options exercisable, end of the year
Weighted-average fair value of
options granted (NT$)
**For the Year Ended December 31 ** **For the Year Ended December 31 **
2016
Number of
Options (In
Thousands)
Weighted-
average
Exercise
Price (NT$)
5,000
$ 100.00
6,500
100.00

(1,231)
95.10


10,269
-


3,769
95.10


95.10
2015
Number of
Options (In
Thousands)
Weighted-
average
Exercise
Price (NT$)
5,644
$ 94.10
-
-

(644)
47.95

5,000
100.00

-
-

-

The weighted-average share price at the date of exercise of share options for the years ended December 31, 2016 and 2015 were from NT$204 to NT$269 and from NT$210 to NT$254, respectively.

Information about outstanding options as of December 31, 2016 and 2015 was as follows:

Issuance in 2016

Issuance in 2014
For the Year Ended December 31 For the Year Ended December 31
2016
Exercise Price
(NT$)
Weighted-
average
Remaining
Contractual
Life (Years)
$ 100.00
5.45

95.10
3.63
2015

Exercise Price
(NT$)
Weighted-
average
Remaining
Contractual
Life (Years)
$ -
-
100.00
4.63
  • 56 -

Options granted were priced using the Black-Scholes model, and the inputs to the model were as follows:

2016 2014 2010
Grant-date share price (NT$) $235
$239.5

$67.4
Exercise price (NT$) $100
$100

$67.4
Expected volatility 31.42%-32.48% 28.28%-29.19% 34.11%-35.15%
Expected life (years) 4-5.5 years
4-5.5 years

3.5-4.5 years
Expected dividends yield 0%
0%

0%
Risk-free interest rate 0.52%-0.65%
1.07%-1.30%

0.92%-1.10%

Expected volatility was based on the historical share price volatility over the past five years.

Compensation cost recognized was $338,194 thousand and $261,877 thousand for the years ended December 31, 2016 and 2015, respectively.

Qualified employees of AdvanPOS, a subsidiary of the Company, were granted 800 options in December 2010. Each option entitles the holder to subscribe for one thousand common shares of AdvanPOS. These option were valid for two years. All were exercisable at certain percentages after the first anniversary year from the grant date. For the exercise of options, AdvanPOS issued new shares to the employees at NT$10 per share.

Information on employee share options was as follows:

Balance at January 1
Options exercised
Options expired
Options forfeited
Balance at December 31
Options exercisable, end of the year
For the Year Ended
December 31, 2015
Number of
Options
(In Thousands)
Weighted-
average
Exercise
Price (NT$)
446
$10.00
(423)
10.00
(23)
-

-
-

-
-

-
-

Information about outstanding options as of December 31, 2015 was as follows:

Issuance in 2010 For the Year Ended
December 31, 2015
Exercise Price
(NT$)
Weighted-
average
Remaining
Contractual
Life (Years)
$ 10.00
-
  • 57 -

Options granted by AdvanPOS were priced using the Black-Scholes model, and the inputs to the model were as follows:


2010
Grant-date share price (NT$) $12.39
Exercise price (NT$) $10
Expected volatility 30.43%
Expected life (years) 2 years
Expected dividends yield 0%
Risk-free interest rate 1.345%

26. BUSINESS COMBINATION

  • a. Subsidiary acquired
Proportion of
Voting Equity
Date of Interests Consideration
Principal Activity Acquisition Acquired (%)
Transferred
B+B SmartWorx, Inc. Sale of industrial January 4, 2016
100
$ 3,296,048
(Note) network
communications
Advanixs Kun Shan Production and sale of May 27, 2016 100
$ 459,648
Corp. (formerly industrial automation
Yeh-Chiang products
Technology Kun
Shan Co., Ltd.)

Note: For more information of BEMC, Avtek and B+B and its subsidiaries IMC, Quatech, BBI, B&B Electronics, B&B DMCC, B+B (CZ) (formerly Conel) and Conel Automation (formerly Softcon), refer to Note 12, Table 8 and Table 10.

To expand the Group’s global brand market in industrial network communications, the Company made arrangements to acquire 100% equity in B+B SmartWorx Inc. (B+B) from Graham Partners. The Group will expand its Industrial Connectivity product portfolio and increase its global market share by leveraging B+B SmartWorx’ branding and sales channels in the U.S., Europe, and the Middle East.

The Group acquired 100% share equity of Advanixs Kun Shan Corp. (Advanixs Kun Shan, formerly Yeh-Chiang Technology Kun Shan Co., Ltd.) from Yeh-Chiang Technology (Cayman), the purpose of this acquisition was to arrange future product line, establish a machinery plant, and expand operations in China.

  • b. Considerations transferred
Advanixs Kun
B+B Shan
Cash $ 3,296,048
$ 459,648
(US$ 99,850
(RMB 92,758
thousand) thousand)
  • 58 -

On January 4, 2016, the Group acquired 100% share equity of B+B and its subsidiaries from Graham Partners. The Company and ANA obtained share equity of B+B mutually.

On May 27, 2016, ATC acquired 100% share equity of Advanixs Kun Shan from Yeh-Chiang Technology (Cayman) Corp. The cash of acquisition was provided by capital increase from ATC.

Acquisition-related costs amounting to $34,209 thousand were excluded from the consideration transferred and were recognized as current expenses under administrative expenses in the consolidated statement of comprehensive income.

c. Assets acquired and liabilities assumed at the date of acquisition

Current assets
Cash and cash equivalents

Trade receivables
Inventories
Other receivables
Other current assets
Non-current assets
Plant and equipment
Intangible assets
Deferred tax assets
Long-term prepayments for leases
Current liabilities
Trade and other payables
Non-current liabilities
Deferred tax liabilities


Goodwill recognized on acquisition
Consideration transferred
Less: Fair value of identifiable net assets acquired
Goodwill recognized on acquisition
B+B
Advanixs Kun
Shan
$ 71,336
$ 35,047
188,827
-
281,758
-
-
4,366
17,935
19
133,033
150,886
1,294,933
-
153,651
7,648
-
262,212
(188,215)
(530)
(425,349)

-
$ 1,527,909
$ 459,648
B+B
$ 3,296,048
(1,527,909)
$ 1,768,139

d. Goodwill recognized on acquisition

The goodwill recognized in the acquisition of B+B mainly represents the control premium included in the cost of the combination. In addition, the consideration paid for the combination effectively included amounts attributed to the benefits of expected synergies, revenue growth, future market development and the assembled workforce of B+B. These benefits are not recognized separately from goodwill because they do not meet the recognition criteria for identifiable intangible assets.

  • 59 -

  • e. Net cash outflow on acquisition of subsidiaries

Consideration paid in cash

Less: Prepayments for investments

Less: Cash and cash equivalent balance acquired

B+B
Advanixs Kun
Shan
$ 3,296,048
$ 459,648
(2,279,881)
-
(71,336)

(35,047)
$ 944,831
$ 424,601
  • f. Impact of acquisitions on the results of the Group

The results of the acquirees since the acquisition date included in the consolidated statements of comprehensive income were as follows:

Revenue

Profit
B+B
Advanixs Kun
Shan
$ 1,614,067
$ 222,271
$ 53,173
$ 29,532

27. EQUITY TRANSACTIONS WITH NON-CONTROLLING INTERESTS

  • a. In 2015, the Group subscribed for an additional 6,533 thousand shares of AdvanPOS, increasing the Group’s equity interest from 84.01% to 100.00%.

  • b. In the first and third quarter of 2016, the Group acquired 0.07% and sold 8.83% equity in ALNC, respectively, decreasing the Group’s equity interest from 89.93% to 81.17%.

  • c. In the first quarter of 2016, the Group acquired 40% equity in Hangzhou Advantofine Automation Tech. Co., Ltd., increasing the Group’s equity interest from 60% to 100%.

The above transactions were accounted for as equity transactions, since the Group did not cease to have control over these subsidiaries.


Cash consideration received (paid)
The proportionate share of the carrying
amount of the net assets of the subsidiary
transferred to (from) non-controlling
interests
Differences recognized from equity
transaction
For the Year Ended December 31, 2016 For the Year Ended December 31, 2016 For the Year Ended December 31, 2016
Hangzhou
Advantofine
Automation
Tech. Co., Ltd.

$ (12,749)


9,195

$ (3,554)
ALNC
$ 47,335

(29,628)

$ 17,707
Total
$ 34,586
(20,433)
$ 14,153
(Continued)
  • 60 -

For the Year Ended December 31, 2016

Hangzhou
Advantofine
Automation
Tech. Co., Ltd.
ALNC
Line items adjusted for equity transaction
Capital surplus - difference between
consideration received or paid and carrying
amounts of the subsidiaries’ net assets
during actual disposal or acquisition
$ -
$ 17,844
Retained earnings

(3,554)

(137)
$ (3,554)
$ 17,707

Cash consideration paid

The proportionate share of the carrying amount of the net assets of the subsidiary
transferred to non-controlling interests

Differences recognized from equity transaction

Line items adjusted for equity transaction
Capital surplus - difference between consideration received or paid and carrying
amounts of the subsidiaries’ net assets during actual disposal or acquisition

Retained earnings


Capital surplus - changes in percentage of ownership interest in subsidiaries
Total
$ 17,844

(3,691)
$ 14,153
(Concluded)
2015
AdvanPOS

$ (118,577)

44,217
$ (74,360)
$ (11,457)

(62,903)
$ (74,360)
$ 3,567

28. OPERATING LEASE ARRANGEMENTS

The Group as Lessee

Lease arrangements

The Group leased offices in the U.S.A., Europe and Japan from third parties; the lease contracts, which will end between 2012 and 2017, are renewable upon expiry.

As of December 31, 2016 and 2015, refundable deposits (recognized as other noncurrent assets) for the operating leases were $20,030 thousand and $23,612 thousand, respectively.

Recognized as expenses


Rental expenses
**For the Year Ended ** **For the Year Ended ** **December 31 **
2016
$ 186,253
2015
$ 192,248
  • 61 -

29. CAPITAL MANAGEMENT

The Group manages its capital to ensure that entities in the Group will be able to continue as going concerns while maximizing the return to stakeholders through the optimization of the debt and equity balance. The Group’s overall strategy remains unchanged in both 2015 and 2016.

The capital structure of the Group consists of net debt (borrowings offset by cash and cash equivalents) and equity of the Group (comprising issued capital, reserves, retained earnings, and other equity).

The Group is not subject to any externally imposed capital requirements.

Key management personnel of the Group review the capital structure on a quarterly basis. As part of this review, the key management personnel consider the cost of capital and the risks associated with each class of capital. Based on recommendations of the key management personnel, in order to balance the overall capital structure, the Group may adjust the amount of dividends paid to shareholders, the number of new shares issued, and the amount of new debt issued.

30. FINANCIAL INSTRUMENTS

  • a. Fair value of financial instruments that are measured at fair value on a recurring basis

  • 1) Fair value hierarchy

December 31, 2016
Financial assets at FVTPL
Derivative financial assets

Non-derivative financial asset
held for trading


Available-for-sale financial
assets
Securities listed in ROC
Equity securities

Unlisted securities - ROC
Equity securities
Mutual funds


Financial liabilities at FVTPL
Derivative financial liabilities
Level 1
$ -

78,680

$ 78,680

$ 2,209,557
-

2,450,232

$ 4,659,789

$ -
Level 2
$ 34,348

-

$ 34,348

$ -

-

-

$ -

$ 10,231
Level 3
$ -

-

$ -

$ -

9,375

-

$ 9,375

$ -
Total
$ 34,348

78,680
$ 113,028
$ 2,209,557

9,375

2,450,232
$ 4,669,164
$ 10,231
  • 62 -

December 31, 2015

Financial assets at FVTPL
Derivative financial assets

Non-derivative financial asset
held for trading


Available-for-sale financial
assets
Securities listed in ROC
Equity securities

Unlisted securities - ROC
Equity securities
Unlisted securities - other
countries
Equity securities
Mutual funds


Financial liabilities at FVTPL
Derivative financial liabilities
Level 1
$ -

168,998

$ 168,998

$ 2,189,507
-
-

1,271,302

$ 3,460,809

$ -
Level 2
$ 7,391

-

$ 7,391

$ -

-

-

-

$ -

$ 6,352
Level 3
$ -

-

$ -

$ -

9,375

33,257

-

$ 42,632

$ -
Total
$ 7,391

168,998
$ 176,389
$ 2,189,507

9,375

33,257

1,271,302
$ 3,503,441
$ 6,352

As of December 31, 2016 and 2015, there were no transfers between Levels 1 and 2.

2) Reconciliation of Level 3 fair value measurements of financial instruments

For the year ended December 31, 2016

Financial assets
Balance at January 1, 2016
Disposal
Balance at December 31, 2016
Available-for-sale
Assets
Financial
Equity
Instruments
$ 42,632
(33,257)
$ 9,375
Total
$ 42,632
(33,257)
$ 9,375
  • 63 -

For the year ended December 31, 2015

Financial assets
Balance at January 1, 2015

Purchases
Disposal
Effect of foreign exchange

Balance at December 31, 2015
Available-for-sale Financial
Assets
Equity
Instruments
Investment
Products
$ 42,632
$ 947,116

-
3,629,130
-
(4,565,265)

-

(10,981)

$ 42,632
$ -
Total
$ 989,748
3,629,130
(4,565,265)

(10,981)
$ 42,632


Equity
Instruments
$ 42,632

-
-


-

$ 42,632
  • 3) Valuation techniques and inputs applied for the purpose of measuring Level 2 fair value measurement

Derivatives held by the Group were foreign currency forward contracts, whose fair values were calculated using discounted cash flow. Future cash flows are estimated based on observable forward exchange rates at the end of the reporting period and contract forward rates, discounted at a rate that reflects the credit risk of various counterparties.

  • 4) Valuation techniques and inputs applied for the purpose of measuring Level 3 fair value measurement

The fair values of investment products denominated in RMB were using income approach. In this approach, the discounted cash flow method was used to capture the present value of the expected future economic benefits to be derived from the ownership of these investees. Had the inputs to the valuation model been changed to reflect reasonably possible alternative assumptions and had all the other variables been held constant, the fair value of the shares would have increased/decreased.

  • b. Categories of financial instruments
Financial assets
Fair value through profit or loss (FVTPL)
Held for trading (Note 1)

Loans and receivables (Note 2)
Available-for-sale financial assets
Financial liabilities
Fair value through profit or loss (FVTPL)
Held for trading
Measured at amortized cost (Note 3)
**December 31 **
2016
2015
$ 113,028 $ 176,389
12,025,231
10,828,312
4,669,164
3,503,441
10,231
6,352
9,369,630
7,487,011

Note 1: The balance included the carrying amount of held-for-trading financial assets measured at cost.

  • 64 -

  • Note 2: The balances included loans and receivables measured at amortized cost, which comprise cash and cash equivalents, debt investments with no active market - current, notes receivable, trade receivable, trade receivables from related parties, and other receivables.

  • Note 3: The balances included financial liabilities measured at amortized cost, which comprise short-term borrowings and trade and other payables.

  • c. Financial risk management objectives and policies

The Group’s major financial instruments included equity investments, trade receivables, trade payables, and borrowings. The Group’s Corporate Treasury function provides services to the business, coordinates access to domestic and international financial markets, monitors and manages the financial risks relating to the operations of the Group through internal risk reports which analyze exposures by degree and magnitude of risks. These risks include market risk (including currency risk, interest rate risk and other price risk), credit risk, and liquidity risk.

The Group sought to minimize the effects of these risks by using derivative financial instruments to hedge risk exposures. The use of financial derivatives was governed by the Group’s policies approved by the board of directors, which provided written principles on foreign exchange risk, interest rate risk, credit risk, the use of financial derivatives and non-derivative financial instruments, and the investment of excess liquidity. Compliance with policies and exposure limits was reviewed by the internal auditors on a continuous basis. The Group did not enter into or trade financial instrument, including derivative financial instruments, for speculative purposes.

The Corporate Treasury function reports quarterly to the board of directors on the Group’s current derivative instrument management.

1) Market risk

The Group’s activities exposed it primarily to financial risks of changes in foreign currency exchange rates (see (a) below) and interest rates (see (b) below). The Group entered into a variety of derivative financial instruments to manage its exposure to foreign currency risk and interest rate risk.

There had been no change to the Group’s exposure to market risks or the manner in which these risks were managed and measured.

a) Foreign currency risk

The Group undertook operating activities and investment of foreign operations denominated in foreign currencies, which exposed it to foreign currency risk. The Group manages the risk that fluctuations in foreign currency could have on foreign-currency denominated assets and future cash flow by entering into a variety of derivative financial instruments, which allow the Group to mitigate but not fully eliminate the effect.

The maturities of the Company’s forward contracts were less than six months. These forward exchange contracts did not meet the criteria for hedge accounting.

The carrying amounts of the Group’s foreign currency denominated monetary assets and monetary liabilities (including those eliminated on consolidation) are set out in Note 33. As for the carrying amounts of derivatives exposing to foreign currency risk at the end of the reporting period, refer to Note 7.

  • 65 -

Sensitivity analysis

The Group was mainly exposed to the U.S. dollar, Euro and Renminbi.

The following table details the Group’s sensitivity to a 5% increase in New Taiwan dollars (the functional currency) against the relevant foreign currencies. The 5% sensitivity rate is used when reporting foreign currency risk internally to key management personnel and represents management’s assessment of the reasonably possible change in foreign exchange rates. The sensitivity analysis included only outstanding foreign currency denominated monetary items and foreign currency forward contracts designated as cash flow hedges, and adjusts their translation at the end of the reporting period is adjusted for a 5% change in exchange rates. A positive number below indicates an increase in pre-tax profit and associated with New Taiwan dollar strengthen 5% against the relevant currency. For a 5% weakening of the New Taiwan dollar against the relevant currency, there would be an equal and opposite impact on pre-tax profit, and the balances below would be negative.

Profit or loss
U.S. Dollar Impact
For the Year Ended
December 31
2016
2015
$ 41,430
(Note 1)
$ 40,853
(Note 1)
Euro Impact
For the Year Ended
December 31
2016
2015
$ 56,716
(Note 2)
$ 41,829
(Note 2)
Renminbi Impact
For the Year Ended
December 31
2016
2015
$ 39,920
(Note 3)
$ 79,712
(Note 3)
  • Note 1: This was mainly attributable to the exposure outstanding on U.S. dollars denominated cash, trade receivables, and trade payables, which were not hedged at the end of the reporting period.

  • Note 2: This was mainly attributable to the exposure outstanding on Euro denominated cash, trade receivables, and trade payables, which were not hedged at the end of the reporting period.

  • Note 3: This was mainly attributable to the exposure outstanding on Renminbi denominated cash, trade receivables and trade payables, which were not hedged at the end of the reporting period.

  • b) Interest rate risk

The Group’s floating-rate bank savings are exposed to risk of changes in interest rates. The Group does not operate hedging instruments for interest rates. The Group’s management monitors fluctuations in market interest rates regularly. If it is needed, the management might perform necessary procedures for significant interest rate risks to control the risks from fluctuations in market interest rates.

The Group’s fixed-term bank deposits are exposed to fair value interest rate risk; however, this expected risk is insignificant.

  • 66 -

The carrying amount of the Group’s financial assets and financial liabilities with exposure to interest rates at the end of the reporting period were as follows:

Fair value interest rate risk
Financial assets

Financial liabilities
Cash flow interest rate risk
Financial assets
Financial liabilities
December 31
2016
2015
$ 235,400
$ 152,279
-
60,000
3,923,166
2,817,236
483,750
820,625

Sensitivity analysis

The sensitivity analyses below were determined based on the Group’s exposure to interest rates for non-derivative instruments at the end of the reporting period. For floating rate liabilities, the analysis was prepared assuming the amount of the liability outstanding at the end of the reporting period was outstanding for the whole year. A 50 basis point increase or decrease was used when reporting interest rate risk internally to key management personnel and represents management’s assessment of the reasonably possible change in interest rates.

If interest rates had been 50 basis points higher and all other variables were held constant, the Group’s pre-tax profit for the years ended December 31, 2016 and 2015 would increase by $17,197 thousand and $9,983 thousand, respectively. Had interest rates been 50 basis points lower, the effects on the Group’s pre-tax profit would have been of the same amounts but negative. The source of the negative effects would have been mainly the floating-interest rates on bank savings.

c) Other price risk

The Group was exposed to equity price risk through its investments in listed equity securities and open-end mutual funds. The Group manages this exposure by maintaining a portfolio of investments with different risks. The Group’s equity price risk was mainly concentrated on open-end mutual funds and equity instruments trading in the Taiwan Stock Exchange.

Sensitivity analysis

The sensitivity analyses below were determined based on the exposure to equity price risks at the end of the reporting period.

If equity prices had been 1% higher, pre-tax profits for the years ended December 31, 2016 and 2015 would have increased by $787 thousand and $1,690 thousand as a result of changes in fair value of held-for-trading investments, respectively, and the pre-tax other comprehensive income for the years ended December 31, 2016 and 2015 would have increased by $46,598 thousand and $34,608 thousand, respectively, as a result of changes in fair value of available-for-sale investments. Had equity prices been 1% lower, the effects on pre-tax other comprehensive gains would have been of the same amounts but negative.

2) Credit risk

Credit risk refers to the risk that counterparty will default on its contractual obligations resulting in financial loss to the Group. As at the end of the reporting period, the Group’s maximum exposure to credit risk which will cause a financial loss to the Group due to failure of counterparties to discharge an obligation provided by the Group could arise from the carrying amount of the respective recognized financial assets as stated in the balance sheets.

  • 67 -

In order to minimize credit risk, the management of the Group has delegated a team responsible for determining credit limits, credit approvals and other monitoring procedures to ensure that follow-up action is taken to recover overdue debts. In addition, the Group reviews the recoverable amount of each individual trade debt at the end of the reporting period to ensure that adequate allowance are made for irrecoverable amounts. In this regard, the management believes the Group’s credit risk as significantly reduced.

Trade receivables consisted of a large number of customers, spread across diverse industries and geographical areas and, thus, no concentration of credit risk was observed.

  • 3) Liquidity risk

The Group manages liquidity risk by monitoring and maintaining a level of cash and cash equivalents deemed adequate to finance the Group’s operations and mitigate the effects of fluctuations in cash flows. In addition, management monitors the utilization of bank borrowings and ensures compliance with loan covenants.

The Group relies on bank borrowings as a significant source of liquidity. As of December 31, 2016 and 2015, the Group had available unutilized short-term bank loan facilities set out in (3) below.

Ultimate responsibility for liquidity risk management rests with the board of directors, which has built an appropriate liquidity risk management framework for the Group’s short, medium and long-term funding and liquidity management requirements. The Group manages liquidity risk by maintaining adequate reserves and continuously monitoring forecast and actual cash flows as well as matching the maturity profiles of financial assets and liabilities.

  • a) Liquidity and interest risk rate tables for non-derivative financial liabilities

The following table details the Group’s remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods. The tables had been drawn up based on the undiscounted cash flows of financial liabilities from the earliest date on which the Group can be required to pay. The tables included both interest and principal cash flows. Specifically, bank loans with a repayment on demand clause were included in the earliest time band regardless of the probability of the banks choosing to exercise their rights. The maturity dates for other non-derivative financial liabilities were based on agreed repayment dates.

To the extent that interest flows are at floating rate, the undiscounted amounts were derived from the interest rate curve at the end of the reporting period.

December 31, 2016

On Demand or
Less than
1 Month
Non-derivative
financial liabilities
Non-interest bearing
$ 7,013,061
Variable interest rate
liabilities

534

$ 7,013,595
1-3 Months
$ 855,392

1,067

$ 856,459
Over 3
Months to
1 Year
Over 1 Year-
5 Years
$ 1,017,427 $ -

488,554

-
$ 1,505,981
$ -
  • 68 -

December 31, 2015

On Demand or
Less than
1 Month
Non-derivative
financial liabilities
Non-interest bearing
$ 3,891,231
Variable interest rate
liabilities
1,258
Fixed interest rate
liabilities

64

$ 3,892,553
1-3 Months
$ 1,687,755

2,516

60,070

$ 1,750,341
Over 3
Months to
1 Year
Over 1 Year-
5 Years
$ 1,027,400 $ -

831,583
-

-

-
$ 1,858,983
$ -

The amounts included above for variable interest rate instruments for non-derivative financial liabilities was subject to change if changes in variable interest rates differ from those estimates of interest rates determined at the end of the reporting period.

b) Liquidity and interest risk rate tables for derivative financial liabilities

The following tables detailed the Group’s liquidity analysis for its derivative financial instruments. The tables were based on the undiscounted gross cash inflows and outflows on those derivative instruments that require gross settlement.

December 31, 2016

On Demand or
Less than
1 Month
Gross settled
Foreign exchange
forward contracts
Inflows
$ 325,858
Outflows

316,886

$ 8,972

December 31, 2015
On Demand or
Less than
1 Month
Gross settled
Foreign exchange
forward contracts
Inflows
$ 314,246
Outflows

310,013

$ 4,233
1-3 Months
Over 3 Months
to 1 Year
$ 753,831 $ 289,030

743,308

284,408

$ 10,523
$ 4,622

1-3 Months
Over 3 Months
to 1 Year
$ 523,146 $ 93,795

526,535

93,600

$ (3,389)
$ 195
Total
$ 1,368,719

1,344,602
$ 24,117
Total
$ 931,187

930,148
$ 1,039
  • 69 -

c) Financing facilities

Unsecured overdraft loan facility, reviewed annually and
payable at call
Amount used

Amount unused

December 31 December 31


2016
$ 483,750

3,757,750

$ 4,241,500
2015
$ 880,625

2,268,275
$ 3,148,900

31. TRANSACTIONS WITH RELATED PARTIES

Balances and transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on consolidation and are not disclosed in this note. Details of transactions between the Group and other related parties are disclosed below.

  • a. Sales of goods

Related Party Categories
Associates
b. Purchases of goods

Related Party Categories
Associates
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2016
2015
$ 51,709
$ 69,760
For the Year Ended December 31
2016
$ 51,320
2015
$ 22,241
  • c. Receivables from related parties (excluding loans to related parties)
Related Party
Line Items
Categories
Trade receivable from related parties
Associates
Notes receivable
Associates
December 31

2016
$ 13,957

$ -
2015
$ 26,775
$ 183

The outstanding trade receivables from related parties are unsecured. For the years ended December 31, 2016 and 2015, no impairment loss was recognized for trade receivables from related parties.

  • d. Payables to related parties (excluding loans from related parties)
Related Party
Line Items
Categories
Trade payables
Associates
December 31
2016
$ 29,453
2015
$ 1,171

The outstanding trade payables to related parties are unsecured.

  • 70 -

e. Other transactions with related parties


Rental income
Other related parties
Other
Other related parties
Associates
Other Income Other Income Other Income
**For the Year Ended December 31 **



2016
$ 60

$ 2,702


-

$ 2,702
2015
$ 50
$ 2,712

787
$ 3,499

Lease contracts formed between the Group and its associates were based on market rental prices and had normal payment terms. Revenue contracts for technical services formed between the Company and its associates were based on market prices and had payment terms on the contracts. For the rest of transactions with related parties, since normal payment terms with related parties were not stipulated, the payment terms were based on mutual agreement.

f. Compensation of key management personnel


Short-term employee benefits
Post-employment benefits
Share-based payments
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2016
$ 34,349

113

20,114

$ 54,576
2015
$ 36,643
116

26,188
$ 62,947

The remuneration of directors and key executives was determined by the remuneration committee based on the performance of individuals and market trends.

32. SIGNIFICANT COMMITMENTS

In addition to those disclosed in other notes, significant commitments and contingencies of the Group as of December 31, 2016 were as follows.

Significant Commitments

As of December 31, 2015, the Company had a construction contract amounting to $1,627,500 thousand for a newly constructed science park located in Linkou in Taoyuan City. The remaining payables were $701,927 thousand.

  • 71 -

33. SIGNIFICANT ASSETS AND LIABILITIES DENOMINATED IN FOREIGN CURRENCIES

The Group entities’ significant financial assets and liabilities denominated in foreign currencies aggregated by the foreign currencies other than functional currencies and the related exchange rates between foreign currencies and respective functional currencies were as follows:

December 31, 2016

Unit: In Thousands of New Taiwan Dollars and Unit: In Thousands of New Taiwan Dollars and Unit: In Thousands of New Taiwan Dollars and Unit: In Thousands of New Taiwan Dollars and Unit: In Thousands of New Taiwan Dollars and
Foreign Currencies, Except for Exchange Rate
Foreign Carrying
Currencies Exchange Rate Amount
Financial assets
Monetary items
USD $
198,736
32.250 (USD:NTD) $ 6,409,236
RMB 349,617 4.6170 (RMB:NTD)
1,614,182
EUR 23,502 33.900 (EUR:NTD)
796,718
USD 9,734 6.9851 (USD:RMB) 313,924
$ 9,134,060
Financial liabilities
Monetary items
USD 140,430 32.250 (USD:NTD) $ 4,528,868
USD 30,933 6.9851 (USD:RMB)
997,591
RMB 200,658 4.6170 (RMB:NTD) 926,438
$ 6,452,897

December 31, 2015

Unit: In Thousands of New Taiwan Dollars and Unit: In Thousands of New Taiwan Dollars and Unit: In Thousands of New Taiwan Dollars and Unit: In Thousands of New Taiwan Dollars and Unit: In Thousands of New Taiwan Dollars and
Foreign Currencies, Except for Exchange Rate
Foreign Carrying
Currencies Exchange Rate Amount
Financial assets
Monetary items
USD $
146,799
32.825 (USD:NTD) $ 4,818,677
RMB 328,441 4.9950 (RMB:NTD) 1,640,563
RMB 213,731 0.1522 (RMB:USD) 1,067,567
EUR 24,409 35.880 (EUR:NTD) 875,795
USD 5,064 6.5716 (USD:RMB) 166,224

$ 8,568,826
Nonmonetary items
USD 3,763 32.825 (USD:NTD) $
123,296
(Continued)
  • 72 -
Foreign
Currencies
Exchange Rate
Financial liabilities


Monetary items

USD
$ 100,579
32.825 (USD:NTD)
RMB

207,665
4.9950 (RMB:NTD)
USD

25,988
6.5716 (USD:RMB)
RMB

62,341
0.1522 (RMB:USD)


Carrying
Amount
$ 3,301,506

1,037,287

853,056

311,378
$ 5,503,227
(Concluded)

For the years ended December 31, 2016 and 2015, realized and unrealized net foreign exchange losses were $205,812 thousand and $186,889 thousand, respectively. It is impractical to disclose net foreign exchange gains (losses) by each significant foreign currency due to the variety of the foreign currency transactions and functional currencies of the group entities.

34. SEPARATELY DISCLOSED ITEMS

  • a. Information on significant transactions and b. information on investees:

  • 1) Financing provided to others. (Table 1)

  • 2) Endorsement/guarantee provided. (Table 2)

  • 3) Marketable securities held. (Table 3)

  • 4) Marketable securities acquired and disposed at costs or prices at least NT$300 million or 20% of the paid-in capital. (Table 4)

  • 5) Acquisition of individual real estate at costs of at least NT$300 million or 20% of the paid-in capital. (Table 6)

  • 6) Disposal of individual real estate at prices of at least NT$300 million or 20% of the paid-in capital. (None)

  • 7) Total purchases from or sales to related parties amounting to at least NT$100 million or 20% of the paid-in capital. (Table 5)

  • 8) Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital. (Table 7)

  • 9) Transactions of financial instruments. (Notes 7 and 30)

  • 10) Significant transactions between the Company and subsidiaries. (Table 11)

  • 11) Name, locations, and other information of investees. (Table 8)

  • 12) Organization chart. (Table 10)

  • 73 -

  • c. Information on investments in mainland China

  • 1) Information on any investee company in mainland China, showing the name, principal business activities, paid-in capital, method of investment, inward and outward remittance of funds, shareholding ratio, investment gains or losses, carrying amount of the investment at the end of the period, repatriated investment gains, and limit on the amount of investment in the mainland China area. (Table 9)

  • 2) Any of the following significant transactions with investee companies in mainland China, either directly or indirectly through a third area, their prices, and payment terms, and unrealized gains or losses. (Tables 1, 6 and 7)

35. SEGMENT INFORMATION

Segment information is provided to the Group’s chief operating decision maker for allocating resources to the segments and assessing their performance. The information focuses on every type of products sold or services provided. The Groups segment information disclosed is as follows:

  • Industrial internet of thing services: Focus on industry-driven services;

  • Embedded board and design-in services: provides Services involving embedded boards, systems and peripheral hardware and software and customizes designs and services to meet customers’ demands;

  • Smart city solution services: Referring to integrated intelligent applications that can be used in various areas;

  • Global customer services: Global repair, technical support and warranty services.

  • a. Segment revenues and results

The following was an analysis of the Group’s revenues and results by reportable segment:

Industrial
Internet of
Thing Services
For the year ended
December 31, 2016
Revenues from external
customers
$ 13,606,469
Inter-segment revenues

-

Segment revenues
$ 13,606,469

Eliminations
-
Consolidated revenues

-

Segment income
$ 2,901,863

Other revenues
Central administration
costs and directors’
salaries
Other income and expense
Finance costs
Share of profits of
associates accounted
for using the equity
method
Profit before tax
(continuing operations)
Embedded
Boards and
Design-in
Services
$ 15,817,033

-

$ 15,817,033


-

-

$ 2,950,064
Smart City
Solution
Services
$ 7,368,095

-

$ 7,368,095


-

-

$ 865,132
Global
Customer
Services
$ 4,925,786

-

$ 4,925,786


-

-

$ 583,025
Others
Total
$ 284,815 $ 42,002,198

-

-
$ 284,815
42,002,198

-
-

-

42,002,198
$ (13,524)
7,286,560
227,316
(655,067 )
184,550
(11,556 )

65,562
$ 7,097,365
(Continued)
  • 74 -
Industrial
Internet of
Thing Services
For the year ended
December 31, 2015
Revenues from external
customers
$ 11,338,475
Inter-segment revenues

-

Segment revenues
$ 11,338,475

Eliminations
-
Consolidated revenues

-

Segment income
$ 2,579,111

Other revenues
Central administration
costs and directors’
salaries
Other income
Finance costs
Share of profits of
associates accounted
for using the equity
method
Profit before tax
(continuing operations)
Embedded
Boards and
Design-in
Services
$ 15,197,230

-

$ 15,197,230


-

-

$ 2,547,943
Smart City
Solution
Services
$ 6,903,032

-

$ 6,903,032


-

-

$ 765,703
Global
Customer
Services
$ 4,556,156

-

$ 4,556,156


-

-

$ 537,244
Others
Total
$ 5,689 $ 38,000,582

-

-
$ 5,689
38,000,582

-
-

-

38,000,582
$ (7,332)
6,422,669
301,667
(494,162 )
(40,824 )
(10,041 )

110,226
$ 6,289,535
(Concluded)

Segment profit represented the profit before tax earned by each segment without allocation of central administration costs and directors’ salaries, share of profits of associates, gain recognized on the disposal of interest in former associates, rental revenue, interest income, gain or loss on disposal of property, plant and equipment, gain or loss on disposal of financial instruments, exchange gain or loss, valuation gain or loss on financial instruments, finance costs and income tax expense. This was the measure reported to the chief operating decision maker for the purpose of resource allocation and assessment of segment performance.

b. Revenue from major products and services

The following is an analysis of the Group’s revenue from continuing operations from its major products and services.


Embedded boards and Chassis

Industrial computer
Industrial control
Industry-applied computer
After-sales service and others

For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2016
$ 16,733,624
9,666,898
5,377,597
5,014,219

5,209,860

$ 42,002,198
2015
$ 15,474,001

8,762,095

5,619,222

3,696,050

4,449,214
$ 38,000,582
  • 75 -

c. Geographical information

The Group’s revenues from external customers by location of operations and information about its non-current assets by location of assets are detailed below.


Taiwan

Asia
USA
Europe
Others

Revenue from
External Customers
For the Year Ended December 31
2016
2015
$ 3,467,452 $ 3,394,536
16,781,831
15,442,152
13,337,334
10,973,966
6,526,905
6,454,993

1,888,676

1,734,935

$ 42,002,198
$ 38,000,582
Revenue from
External Customers
For the Year Ended December 31
2016
2015
$ 3,467,452 $ 3,394,536
16,781,831
15,442,152
13,337,334
10,973,966
6,526,905
6,454,993

1,888,676

1,734,935

$ 42,002,198
$ 38,000,582
Non-current Assets Non-current Assets Non-current Assets
For the Year Ended December 31


2016
$ 3,467,452
16,781,831
13,337,334
6,526,905

1,888,676

$ 42,002,198





2016
$ 7,924,905

2,821,073

3,371,055

555,878

4,143

$ 14,677,054
2015
$ 7,462,380

2,702,187

419,584

584,908

876
$ 11,169,935

Non-current assets exclude financial instruments and deferred tax assets.

d. Information about major customers

No customers contributed 10% or more to the Group’s revenue for both 2016 and 2015.

  • 76 -

TABLE 1

ADVANTECH CO., LTD. AND SUBSIDIARIES

FINANCING PROVIDED TO OTHERS FOR THE YEAR ENDED DECEMBER 31, 2016 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

No.
(Note A)
Lender Borrower Financial Statement
Account
Related
Parties
Credit Line(Note D) Credit Line(Note D) Actual Borrowing Interest
Rate (%)
Nature of
Financing
Business
Transaction
Amounts
Reasons for
Short-term
Financing
Allowance for
Impairment Loss
Collateral Collateral Financing Limit for
Each Borrower
Aggregate
Financing Limits
Highest Balance for
**the Year **

Ending Balance
Ending Balance Item Value
1 Better Auto Dongguan Pou Yuen Digital
Technology Co., Ltd.
Dongguan Pou Yuen Digital
Technology Co., Ltd.
Trade receivables - related
parties
Trade receivables - related
parties
Yes
Yes
$ 22,980
( RMB
4,520
thousand )
16,725
( US$ 500
thousand )
$ 20,869
(RMB
4,520
thousand )
16,125
( US$ 500
thousand )
$ 20,869
( RMB
4,520
thousand )
12,900
( US$ 400
thousand )
-
-
Short-term
financing
Short-term
financing
$ -
-
Financing need
Financing need
$ -
-
None
None
None
None
$ 2,521,358
(Note C)
2,521,358
(Note C)
$ 5,042,716
(Note C)
5,042,716
(Note C)
2 ANA B+B Trade receivables - related
parties
Yes 66,900
( US$ 2,000
thousand )
64,500
( US$ 2,000
thousand )
24,188
( US$ 750
thousand )
2 Short-term
financing
- Financing need - None None 2,521,358
(Note C)
5,042,716
(Note C)
3 B+B B+B (CZ) (formerly Conel) Trade receivables - related
parties
Yes 133,408
( CZK
31,756
thousand )
39,949
(CZK
31,756
thousand )
4,382
(CZK
3,483
thousand )
2 Short-term
financing
- Financing need - None None 2,521,358
(Note C)
5,042,716
(Note C)
4 B+B (CZ) (formerly Conel) Conel Automation (formerly
Softcon)
Trade receivables - related
parties
Yes 16,111
(CZK
12,000
thousand )
15,096
( CZK
12,000
thousand )
15,096
( CZK
12,000
thousand )
1 Short-term
financing
- Financing need - None None 2,521,358
(Note C)
5,042,716
(Note C)
5 Cermate Technologies
(Shanghai) Inc.
Shenzhen Cermate
Technologies Inc.
Prepayments of inventories Yes 15,252
( RMB
3,000
thousand )
13,851
( RMB
3,000
thousand )
- - Short-term
financing
- Financing need - None None 2,521,358
(Note C)
5,042,716
(Note C)
6 ALNC Dongguan Pou Yuen Digital
Technology Co., Ltd.
Prepayments of inventories Yes 150,000 150,000 93,532 - Short-term
financing
- Financing need - None None 2,521,358
(Note C)
5,042,716
(Note C)
7 Advanix Corp. The Company Trade receivables - related
parties
Yes 200,000 200,000 - 1 Short-term
financing
- Financing need - None None 2,521,358
(Note C)
5,042,716
(Note C)
8 Advantech Corporate
Investment
The Company Trade receivables - related
parties
Yes 500,000 - - 1 Short-term
financing
- Financing need - None None 2,521,358
(Note C)
5,042,716
(Note C)
9 AdvanPOS The Company Trade receivables - related
parties
Yes 100,000 - - 1 Short-term
financing
- Financing need - None None 2,521,358
(Note C)
5,042,716
(Note C)

Note A: Investee companies are numbered sequentially from 1.

Note B: The exchange rates as of December 31, 2016 were US$1=NT$32.25, RMB1=NT$4.617 and CZK1=NT$1.258.

Note C: The financing limit for each borrower and for the aggregate financing were 10% and 20%, respectively, of the Company’s net asset values.

Note D: The maximum balance for the year and ending balance are approved by the board of directors of financiers.

Note E: All intercompany financing has been eliminated from consolidation.

  • 77 -

TABLE 2

ADVANTECH CO., LTD. AND SUBSIDIARIES

ENDORSEMENT/GUARANTEE PROVIDED FOR THE YEAR ENDED DECEMBER 31, 2016 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

No. Endorser/
Guarantor
Endorsee/Guarantee Endorsee/Guarantee Limits on
Endorsement/
Guarantee
Given on Behalf
of Each Party
(Note A)

Maximum
Amount
Endorsed/
Guaranteed
During the
Year
Outstanding
Endorsement/
Guarantee at
the End of the
Year
Actual
Borrowing
Amount
Amount
Endorsed/
Guaranteed by
Collaterals
Ratio of
Accumulated
Endorsement/
Guarantee to
Net Equity in
Latest Financial
Statements
(%)

Maximum
Collateral/
Guarantee
Amounts
Allowable
(Note B)
Endorsement/
Guarantee
Given by
Parent on
Behalf of
Subsidiaries

Endorsement/
Guarantee
Given by
Subsidiaries
on Behalf of
Parent

Endorsement/
Guarantee
Given on
Behalf of
Companies in
Mainland
China
Name Relationship
0 The Company Advanixs Corp. (formerly
Advansus Corp.)
AdvanPos
ANA
B+B
AKMC
ALNC
Advanixs Corp. (formerly
Advansus Corp.)
Cermate
AiST
AdvanPOS
A-DLoG
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
$ 2,521,358
2,521,358
2,521,358
2,521,358
2,521,358
2,521,358
2,521,358
2,521,358
2,521,358
2,521,358
2,521,358
$ 64,500
(US$ 2,000
thousand)

64,500
(US$ 2,000
thousand)

978,450
(US$ 30,000
thousand)

326,150
(US$ 10,000
thousand)

195,690
(US$ 6,000
thousand)

114,153
(US$ 3,500
thousand)

52,184
(US$ 1,600
thousand)

50,553
(US$ 1,550
thousand)

4,892
(US$ 150
thousand)

32,615
(US$ 1,000
thousand)

36,300
(EUR
1,000
thousand)
$ 64,500
(US$ 2,000
thousand)
64,500
(US$ 2,000
thousand)
967,500
(US$ 30,000
thousand)
322,500
(US$ 10,000
thousand)
193,500
(US$ 6,000
thousand)
112,875
(US$ 3,500
thousand)
51,600
(US$ 1,600
thousand)
49,988
(US$ 1,550
thousand)
4,838
(US$ 150
thousand)
32,250
(US$ 1,000
thousand)
33,900
(EUR
1,000
thousand)
$ -
-
483,750
(US$ 15,000
thousand)
-
-
-
-
-
-
-
-
$ -

-
-

-

-

-

-

-

-

-

-
0.27
0.27
4.07
1.36
0.81
0.47
0.22
0.21
0.02
0.14
0.14
$ 7,564,074
7,564,074
7,564,074
7,564,074
7,564,074
7,564,074
7,564,074
7,564,074
7,564,074
7,564,074
7,564,074
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
Y
N
N
N
N
N
N
N
N
N
N
N
N
N
N
N
Y
N
N
N
N
N
N

(Continued)

  • 78 -
No. Endorser/
Guarantor
Endorsee/Guarantee Endorsee/Guarantee Limits on
Endorsement/
Guarantee
Given on Behalf
of Each Party
(Note A)

Maximum
Amount
Endorsed/
Guaranteed
During the
Year
Outstanding
Endorsement/
Guarantee at
the End of the
Year
Actual
Borrowing
Amount
Amount
Endorsed/
Guaranteed by
Collaterals
Ratio of
Accumulated
Endorsement/
Guarantee to
Net Equity in
Latest Financial
Statements
(%)

Maximum
Collateral/
Guarantee
Amounts
Allowable
(Note B)
Endorsement/
Guarantee
Given by
Parent on
Behalf of
Subsidiaries

Endorsement/
Guarantee
Given by
Subsidiaries
on Behalf of
Parent

Endorsement/
Guarantee
Given on
Behalf of
Companies in
Mainland
China
Name Relationship
ABR
AAU
AKR
Subsidiary
Subsidiary
Subsidiary
$ 2,521,358
2,521,358
2,521,358
$ 48,923
(US$ 1,500
thousand)
6,523
(US$ 200
thousand)
1,631
(US$ 50
thousand)
$ 48,375
(US$ 1,500
thousand)
6,450
(US$ 200
thousand)
1,613
(US$ 50
thousand)
$ -
-
-
$ -

-

-
0.20
0.03
0.01
$ 7,564,074
7,564,074
7,564,074
Y
Y
Y
N
N
N
N
N
N

Note A: 10% of the Company’s net asset value.

Note B: 30% of the Company’s net asset value.

Note C: The exchange rates as of December 31, 2016 were US$1=NT$32.25 and EUR1=NT$33.90.

Note D: The latest net equity is from the financial statements on ended September 30, 2016.

(Concluded)

  • 79 -

TABLE 3

ADVANTECH CO., LTD. AND SUBSIDIARIES

MARKETABLE SECURITIES HELD FOR THE YEAR ENDED DECEMBER 31, 2016 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Holding Company Name Type and Name of Marketable Securities
Relationship
with the Holding
Company

Financial Statement Account
December 31, 2016 December 31, 2016 Note
Shares Carrying
Amount
Percentage of
Ownership
Fair Value
The Company
Advantech Corporate Investment
Advanixs Corp. (formerly Advansus Corp.)
AiST
Stock
ASUSTek Computer Inc.
Pegatron Corp.
Allied Circuit Co., Ltd.
Fund
Capital Money Market
Mega Diamond Money Market
FSITC Money Market
Stock
Allied Circuit Co., Ltd.
BroadTec System Inc.
BiosenseTek Corp.
Jaguar Technology
Allied Circuit Co., Ltd.
Phison Electronics Corporation
Radiant Opto-Electronics Corporation
Lelon Electronics Corporation
Fund
Mega Diamond Money Market
FSITC Money Market
Taishin 1699 Money Market
Fund
Jih Sun Money Market
CTBC Hwa-win Money Market Fund
Mega Diamond Money Market
Fund
Jill Sun Money Market
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Available for sale financial assets - noncurrent


Available for sale financial assets - current


Financial assets at fair value through profit or
loss - current
Available for sale financial assets - noncurrent



Available for sale financial assets - current


Available for sale financial assets - current





5,239,461
3,540,570
1,200,000
6,257,979
24,168,482
1,698,386
2,800,000

150,000
37,500
500,000
299,000
1,500,000
500,000
2,436,000
23,861,961
2,038,341
14,932,171
38,021,440
2,290,363
2,416,413
1,226,167
$ 1,388,457
272,624
33,720
100,016
300,131
300,122
78,680
1,500
375
7,500
8,402
383,250
28,100
95,004
296,325
360,195
200,073
557,763
25,000
30,008
17,987
0.71
0.14
2.41
-
-
-
5.63
6.16
1.79
16.67
0.60
0.76
0.11
1.86
-
-
-
-
-
-
-
$ 1,388,457
272,624
33,720
100,016
300,131
300,122
78,680
1,500
375
7,500
8,402
383,250
28,100
95,004
296,325
360,195
200,073
557,763
25,000
30,008
17,987
Note A and C
Note A and D
Note A
Note B
Note B
Note B
Note A
-
-
-
Note A
Note A
Note A
Note A
Note B
Note B
Note B
Note B
Note B
Note B
Note B

(Continued)

  • 80 -
Holding Company Name Type and Name of Marketable Securities
Relationship
with the Holding
Company

Financial Statement Account
December 31, 2016 December 31, 2016 Note
Shares Carrying
Amount
Percentage of
Ownership
Fair Value
ALTC
AdvanPOS
Advantech Innovative Design Co., Ltd.
Cermate
Fund
Mega Diamond Money Market
Capital Money Market
Fund
Mega Diamond Money Market
Fund
Capital Money Market
Fund
Mega Diamond Money Market
-
-
-
-
-




5,677,549
2,132,508
11,231,810
281,756
1,130,641
$ 70,506
34,082
139,480
4,503
14,041
-
-
-
-
-
$ 70,506
34,082
139,480
4,503
14,041
Note B
Note B
Note B
Note B
Note B

Note A: Market value was based on the closing price on December 31, 2016.

Note B: Market value was based on the net asset values of the open-ended mutual funds on December 31, 2016.

Note C: The amount included $1,099,750 thousand, the carrying value of 4,150,000 shares held in trust with CTBC Bank. Refer to Note 8 of the financial statements for more information.

Note D: The amount included $157,850 thousand, the carrying value of 2,050,000 shares held in trust with CTBC Bank. Refer to Note 8 of the financial statements for more information.

(Concluded)

  • 81 -

TABLE 4

ADVANTECH CO., LTD. AND SUBSIDIARIES

MARKETABLE SECURITIES ACQUIRED AND DISPOSED AT COSTS OR PRICES OF AT LEAST NT$300 MILLION OR 20% OF THE PAID-IN CAPITAL FOR THE YEAR ENDED DECEMBER 31, 2016

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Company Name Type and Name of
Marketable Securities
Financial Statement
Account
Counterparty Relationship Beginning Balance Beginning Balance Acquisition (Note) Acquisition (Note) Disposal Disposal Ending Balance (Note) Ending Balance (Note)
Shares Amount (Cost) Shares Amount Shares Amount Carrying
Amount
Gain (Loss) on
Disposal
Shares Amount (Cost)
The Company
Advantech Corporate
Investment
Advanixs Corp.
(formerly Advansus
Corp.)
AdvanPOS
ANA
ATC (HK)
Fund
Capital Money Market
Mega Diamond Money
Market
FSITC Money Market
Stock
B+B
Fund
FSITC Money Market
Fund
Jih Sun Money Market
Fund
Mega Diamond Money
Market
Fund
B+B
Stock
Advanixs Kunshan Corp.
Available for sale financial
assets - current
Available for sale financial
assets - current
Available for sale financial
assets - current
Investments accounted for
using the equity method
Available for sale financial
assets - current
Available for sale financial
assets - current
Available for sale financial
assets - current
Investments accounted for
using the equity method
Investments accounted for
using the equity method
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
19,537,275
242,411
-
-
$ -

-

-

-

-

285,055

3,000

-

-
77,706,012
126,440,929
6,174,911
230,467
2,038,341
50,635,993
35,288,731
153,644
-
$ 1,240,000

1,568,000

1,090,000

1,968,044
(US$ 59,910)

360,000

742,004

437,021

1,328,004
(US$ 39,940)

459,648
(RMB 92,758)
71,448,034
102,272,448
4,476,525
-
-
32,151,828
24,299,332
-
-
$ 1,140,484

1,268,601

790,207

-

-

471,000

301,358

-

-
$ 1,140,000

1,267,979

790,000

-

-

469,941

300,824

-

-
$ 484

622

207

-

-

1,059

534

-

-
6,257,978
24,168,481
1,698,386
230,467
2,038,341
38,021,440
11,231,810
153,644
-
$ 100,000

300,021

300,000

1,968,044

360,000

557,118

139,197

1,328,004

459,648
  • 82 -

TABLE 5

ADVANTECH CO., LTD. AND SUBSIDIARIES

TOTAL PURCHASES FROM OR SALES TO RELATED PARTIES AMOUNTING TO AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL FOR THE YEAR ENDED DECEMBER 31, 2016

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Buyer Related Party Relationship Transaction Transaction Details Abnormal Transaction Abnormal Transaction Notes/Trade
Receivable (Payable)
Notes/Trade
Receivable (Payable)
Note
Purchase/
Sale
Amount % to
Total
Payment Terms Unit Price Payment Terms Ending
Balance
% to
Total
The Company
ACA
AKMC
AAU
ACN
AEU
AiSC
AJP
AKMC
AKR
ANA
ASG
Advanixs Corp.
A-DLoG
AMY
ACA
AKMC
Advanixs Corp.
AdvanPOS
The Company
The Company
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Parent company
Parent company
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Purchase
Purchase
Purchase
Purchase
Sale
Sale
$ (228,239)
(5,414,546)
(3,835,119)
(495,184)
(811,326)
(1,493,414)
(799,440)
(8,315,279)
(223,551)
(559,010)
(174,205)
(145,199)
1,903,339
9,739,690
2,343,971
566,683
(1,903,339)
(9,739,690)
0.75
17.75
12.57
1.62
2.66
4.90
2.62
27.26
0.73
1.83
0.57
0.48
8.81
45.08
10.85
2.62
100.00
92.60
60-90 days
45 days after month-end
30 days after month-end
45 days after month-end
60-90 days
45 days after month-end
60 days after invoice date
45 days after month-end
60-90 days
60-90 days
30 days after invoice date
45 days after month-end
Usual trade terms
Usual trade terms
Usual trade terms
Usual trade terms
Usual trade terms
Usual trade terms
Contract price
Contract price
Contract price
Contract price
Contract price
Contract price
Contract price
Contract price
Contract price
Contract price
Contract price
Contract price
Contract price
Contract price
Contract price
Contract price
Contract price
Contract price
No significant difference in
terms for related parties
No significant difference in
terms for related parties
No significant difference in
terms for related parties
No significant difference in
terms for related parties
No significant difference in
terms for related parties
No significant difference in
terms for related parties
No significant difference in
terms for related parties
No significant difference in
terms for related parties
No significant difference in
terms for related parties
No significant difference in
terms for related parties
No significant difference in
terms for related parties
No significant difference in
terms for related parties
No significant difference in
terms for related parties
No significant difference in
terms for related parties
No significant difference in
terms for related parties
No significant difference in
terms for related parties
No significant difference in
terms for related parties
No significant difference in
terms for related parties
$ 74,609
821,752
946,905
116,622
212,728
227,740
97,049
1,114,946
53,059
119,452
9,774
52,188
-
(1,212,521)
(626,010)
(349,650)
-
1,212,521
1.35
14.84
17.10
2.11
3.84
4.11
1.75
20.14
0.96
2.16
0.18
0.94
-
29.14
15.04
8.40
-
90.85

Note A

Note B

Note C









(Continued)

  • 83 -
Buyer Related Party Relationship Transaction Transaction Details Abnormal Transaction Abnormal Transaction Notes/Trade
Receivable (Payable)
Notes/Trade
Receivable (Payable)
Note
Purchase/
Sale
Amount % to
**Total **
Payment Terms Unit Price Payment Terms Ending
Balance
% to
**Total **
Advanixs Corp.
AdvanPOS
AAU
ACN
AEU
AiSC
AJP
AKMC
AKR
ANA
ASG
Advanixs Corp.
A-DLoG
AMY
AiSC
AKMC
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
AKMC
ACN
AiSC
Parent company
Parent company
Parent company
Parent company
Parent company
Parent company
Parent company
Parent company
Parent company
Parent company
Parent company
Parent company
Parent company
Parent company
Related enterprise
Related enterprise
Related enterprise
Sale
Sale
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Sale
Sale
Sale
$ (2,343,971)
(566,683)
228,239
5,414,546
3,835,119
495,184
811,326
1,493,414
799,440
8,315,279
223,551
559,010
174,205
145,199
(123,469)
(509,668)
(185,452)
37.52
48.24
84.80
72.60
83.12
49.27
97.66
15.63
66.35
89.02
71.28
10.05
18.58
86.05
11.03
4.85
1.76
Usual trade terms
Usual trade terms
60-90 days
45 days after month-end
30 days after month-end
45 days after month-end
60-90 days
45 days after month-end
60 days after invoice date
45 days after month-end
60-90 days
60-90 days
30 days after invoice date
45 days after month-end
Usual trade terms
Usual trade terms
Usual trade terms
Contract price
Contract price
Contract price
Contract price
Contract price
Contract price
Contract price
Contract price
Contract price
Contract price
Contract price
Contract price
Contract price
Contract price
Contract price
Contract price
Contract price
No significant difference in
terms for related parties
No significant difference in
terms for related parties
No significant difference in
terms for related parties
No significant difference in
terms for related parties
No significant difference in
terms for related parties
No significant difference in
terms for related parties
No significant difference in
terms for related parties
No significant difference in
terms for related parties
No significant difference in
terms for related parties
No significant difference in
terms for related parties
No significant difference in
terms for related parties
No significant difference in
terms for related parties
No significant difference in
terms for related parties
No significant difference in
terms for related parties
No significant difference in
terms for related parties
No significant difference in
terms for related parties
No significant difference in
terms for related parties
$ 626,010
349,650
(74,609)
(821,752)
(946,905)
(116,622)
(212,728)
(227,740)
(97,049)
(1,114,946)
(53,059)
(119,452)
(9,774)
(52,188)
1,185
88,163
28,687
45.72
57.55
86.01
67.59
94.96
62.28
98.63
10.70
60.47
94.36
86.20
8.16
16.93
100.00
0.51
6.61
2.15
















(Continued)

  • 84 -
Buyer Related Party Relationship Transaction Transaction Details Abnormal Transaction Abnormal Transaction Notes/Trade
Receivable (Payable)
Notes/Trade
Receivable (Payable)
Note
Purchase/
Sale
Amount % to
Total
Payment Terms Unit Price Payment Terms Ending
Balance
% to
Total
Advanixs Corp.
ALNC
ACN
ANA
Advanixs Kun Shan Corp.
AKMC
ACN
AiSC
AKMC
Dongguan Pou Yuen Digital
Technology Co., Ltd.
AiSC
AdvanPOS
AKMC
AKMC
Dongguan Pou Yuen Digital
Technology Co., Ltd.
AiSC
AdvanPOS
AKMC
AiSC
AKMC
AKMC
Advanixs Corp.
ALNC
ACN
ANA
Advanixs Kun Shan Corp.
Related enterprise
Subsidiary
Related enterprise
Related enterprise
Related enterprise
Related enterprise
Related enterprise
Related enterprise
Related enterprise
Parent company
Related enterprise
Related enterprise
Related enterprise
Sale
Sale
Sale
Sale
Sale
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
$ (2,900,081)
(205,457)
(127,420)
(126,312)
(222,271)
123,469
509,671
185,452
2,900,081
205,457
127,420
126,312
222,271
46.42
42.70
1.48
1.04
100.00
1.29
6.83
18.45
30.35
80.96
12.68
11.65
2.33
Usual trade terms
Usual trade terms
Usual trade terms
Usual trade terms
Usual trade terms
Usual trade terms
Usual trade terms
Usual trade terms
Usual trade terms
Usual trade terms
Usual trade terms
Usual trade terms
Usual trade terms
Contract price
Contract price
Contract price
Contract price
Contract price
Contract price
Contract price
Contract price
Contract price
Contract price
Contract price
Contract price
Contract price
No significant difference in
terms for related parties
No significant difference in
terms for related parties
No significant difference in
terms for related parties
No significant difference in
terms for related parties
No significant difference in
terms for related parties
No significant difference in
terms for related parties
No significant difference in
terms for related parties
No significant difference in
terms for related parties
No significant difference in
terms for related parties
No significant difference in
terms for related parties
No significant difference in
terms for related parties
No significant difference in
terms for related parties
No significant difference in
terms for related parties
$ 637,941
92,766
31,012
85,622
144,232
(1,185)
(88,163)
(28,687)
(637,941)
(92,766)
(31,012)
(85,622)
(144,232)
46.59
84.22
1.53
5.46
100.00
0.06
7.46
15.75
30.83
72.36
17.03
17.49
6.97












Note A: Unrealized gain for the year was $9,702 thousand.

Note B: Realized gain for the year was $816 thousand.

Note C: Realized gain for the year was $5,429 thousand.

Note D: All intercompany gains and losses from investment have been eliminated from consolidation.

(Concluded)

  • 85 -

TABLE 6

ADVANTECH CO., LTD. AND SUBSIDIARIES

ACQUISITION OF INDIVIDUAL REAL ESTATE AT COSTS OF AT LEAST NT$300 MILLION OR 20% OF THE PAID-IN CAPITAL FOR THE YEAR ENDED DECEMBER 31, 2016

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Buyer Property Event Date Transaction
Amount
Payment Status Counterparty Relationship Information on Previous Title Transfer
If Counterparty Is A Related Party
Information on Previous Title Transfer
If Counterparty Is A Related Party
Information on Previous Title Transfer
If Counterparty Is A Related Party
Information on Previous Title Transfer
If Counterparty Is A Related Party
Pricing
Reference
Purpose of
Acquisition
Other
Terms
Property
Owner
Relationship Transaction
Date
Amount
The Company Real estate 2014.4.15 $ 1,627,500 Under the contract, based on
percentage of construction
completed; accumulated
payments of $1,627,500
thousand were made as of
December 31, 2016 and
$93,113 thousand were made
in the fourth quarter of 2016.
Chung-Lin General
Contractors, Ltd.
None - - - $ - Contract price For the
Company’s
expansion
None
  • 86 -

TABLE 7

ADVANTECH CO., LTD. AND SUBSIDIARIES

RECEIVABLES FROM RELATED PARTIES AMOUNTING TO AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL FOR THE YEAR ENDED DECEMBER 31, 2016

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Company Name Related Party Relationship Ending Balance Turnover Rate Overdue Amounts
Received in
Subsequent
Period
Allowance for
Impairment Loss
Amount Actions Taken
The Company
AKMC
Advanixs Corp.
AdvanPOS
ACN
AEU
AiSC
AJP
AKMC
ANA
Advanixs Corp.
The Company
AKMC
The Company
The Company
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Parent company
Related enterprise
Parent company
Parent company
$ 821,752
951,281
116,622
214,660
227,749
1,117,501
119,511
1,212,521
637,941
626,010
349,650
5.30
3.96
4.60
5.21
7.54
7.61
6.37
7.45
5.34
2.79
3.21
$ -
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$ 249,318
155,587
34,166
38,854
189,659
751,425
63,848
983,962
280,810
301,471
156,987
$ -
-
-
-
-
-
-
-
-
-
-

Note: All intercompany gains and losses from investment have been eliminated from consolidation.

  • 87 -

TABLE 8

ADVANTECH CO., LTD. AND SUBSIDIARIES

NAMES, LOCATIONS, AND OTHER INFORMATION OF INVESTEES FOR THE YEAR ENDED DECEMBER 31, 2016 (In Thousands of New Taiwan Dollars/Foreign Currency, Unless Stated Otherwise)

Investor Company Investee Company Location Main Businesses and Products Investment Amount Investment Amount Balance as of December 31, 2016 as of December 31, 2016 Net Income
(Loss) of the
Investee
Investment
Gain (Loss)
(Note A)
Note
December 31,
2016
December 31,
2015
Shares Percentage of
Ownership
Carrying
Value
The Company
Advantech Corporate Investment
ATC
AAC (BVI)
ANA
AEUH
AEU
ASG
AAC (BVI)
ATC
Advanixs Corporate (formerly
Advansus Corp.)
Advantech Corporate Investment
Axiomtek
AdvanPOS
ALNC
Jan Hsiang
AMX
AEUH
ASG
AAU
AJP
AMY
AKR
ABR
ACA
Advantech Innovative Design
Co., Ltd.
Advantech iFactory Co., Ltd.
AiST
BEMC
AIN
AIMobile Co., Ltd.
AiST
Cermate
Deneng
ATC (HK)
ANA
AAC (HK)
BEMC
AEU
APL
A-DLoG
ATH
AID
BVI
BVI
Taipei, Taiwan
Taipei, Taiwan
Taipei, Taiwan
Taipei, Taiwan
Taichung, Taiwan
Taipei, Taiwan
Mexico
Helmond, The Netherlands
Techplace, Singapore
Sydney, Australia
Tokyo, Japan
Malaysia
Seoul, Korea
Sao Paulo, Brazil
Taipei, Taiwan
Taipei, Taiwan
Taipei, Taiwan
Taipei, Taiwan
Delaware, USA
India
Taipei, Taiwan
Taipei, Taiwan
Taipei, Taiwan
Taichung, Taiwan
Hong Kong
Sunnyvale, USA
Hong Kong
Delaware, USA
Eindhoven, The Netherlands
Warsaw, Poland
Munich, Germany
Thailand
Indonesia
Investment and management service
Sale of industrial automation products
Production and sale of industrial automation products
Investment holding company
Production and sale of industrial automation products
Production and sale of POS system
Production and sale of machines with computerized
numerical control
Electronic parts and components manufacturing
Sale of industrial automation products
Investment and management service
Sale of industrial automation products
Sale of industrial automation products
Sale of industrial automation products
Sale of industrial automation products
Sale of industrial automation products
Sale of industrial automation products
Production and sale of portable industrial automation
products
Product design
Cybernation equipment manufacturing
Design, develop and sale of intelligent services
Sale of industrial network communications systems
Sale of industrial automation products
Design and manufacture of industrial mobile systems
Design, develop and sale of intelligent services
Manufacturing of electronic parts, computer, and
peripheral devices
Installment and sale of electronic components and
software
Investment and management service
Sale and fabrication of industrial automation products
Investment and management service
Sale of industrial network communications
Sale of industrial automation products
Sale of industrial automation products
Design, R&D and sale of industrial automation
vehicles and related products
Production of computers
Sale of industrial automation products
$ 1,000,207
998,788

486,000
1,400,000

249,059
460,572
431,634
3,719
4,922
1,219,124
27,134
40,600
15,472
35,140
73,355
43,216
-
10,000
-
157,915
1,968,044
5,567

135,000
-
71,500
18,095
1,212,730

504,179
539,146
1,328,004
431,963
14,176
553,536
7,537
4,797
$ 1,000,207

1,231,118

486,000

1,400,000

249,059

460,572

478,825

3,719

4,922

1,219,124

27,134

40,600

15,472

35,140

73,355

43,216

146,440

10,000

60,000

-

-

5,567

-

142,063

71,500

18,095

1,212,730

504,179

539,146

-

431,963

14,176

553,536

7,537

4,797
29,623,834
33,850,000
36,000,000
150,000,000
20,537,984
20,438,000
24,350,000

655,500

-
12,572,024

1,450,000

500,204

1,200

2,000,000

600,000

1,794,996

-

1,000,000

-
10,000,000

230,467

999,999
13,500,000

-

5,500,000

658,000
41,650,001
10,952,606
15,230,001

153,644
11,314,280

6,350

1

51,000

300,000
100.00
100.00
100.00
100.00
25.99
100.00
81.17
28.50
100.00
100.00
100.00
100.00
100.00
100.00
100.00
80.00
-
100.00
100.00
100.00
60.00
99.99
45.00
-
55.00
39.69
100.00
100.00
100.00
40.00
100.00
100.00
100.00
51.00
100.00
$ 4,021,994
3,243,871
979,563
1,639,126
464,155
577,260
493,481
8,904
594
864,191
72,186
34,737
218,331
45,752
228,407
75,531
-
9,633
-
160,414
1,959,805
1,663
109,241
-
117,913
16,154
3,135,926
2,296,976
1,873,641
1,306,537
874,511
22,127
485,607
18,044
2,380
$ 429,541

104,114

486,566

34,108

360,023

224,493

11,514

(1,322)

(771)

17,978

5,100

5,704

45,585

19,416

63,563

24,253

59,906

1,054

201

(23,860)

53,173

(11,974)

(57,243)

(23,860)

27,681

(4,606)

251,893

236,063

194,940

53,173

17,819

801

(34,598)

4,696

(1,883)
$ 427,865

96,661

462,195

33,632

93,560

218,495

10,606

(411)

(771)

17,702

5,100

5,704

45,585

19,416

63,563

19,403

65,577

1,054

201

2,511

31,903

(11,974)

(25,759)

(26,371)

14,844

(1,828)

244,440

235,733

193,595

21,270

17,542

801

(45,520)

2,395

(1,883)
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Equity-method investee
Subsidiary
Subsidiary
Equity-method investee
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary (Note D)
Subsidiary
Subsidiary
Subsidiary (Note E)
Subsidiary (Note C)
Subsidiary
Equity-method investee
Subsidiary (Note E)
Subsidiary
Equity-method investee
Subsidiary
Subsidiary
Subsidiary
Subsidiary (Note C)
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary

(Continued)

  • 88 -
Investor Company Investee Company Location Main Businesses and Products Investment Amount Investment Amount Balance as of December 31, 2016 as of December 31, 2016 Net Income
(Loss) of the
Investee
Investment
Gain (Loss)
(Note A)
Note
December 31,
2016
December 31,
2015
Shares Percentage of
Ownership
Carrying
Value
Cermate
ALNC
Better Auto
AdvanPOS
BEMC
Avtek
B+B
BBI
B&B Electronics
B+B (CZ) (formerly Conel)
LandMark
Better Auto
Famous Now
Bright Mind Limited
Avtek
B+B
BBI
Quatech
IMC
B&B Electronics
B+B (CZ) (formerly Conel)
Conel Automation (formerly
Softcon)
B&B DMCC
B+B (CZ) (formerly Conel)
Conel Automation (formerly
Softcon)
BVI
BVI
BVI
Samoa
Delaware, USA
Delaware, USA
Ireland
Delaware, USA
Delaware, USA
Delaware, USA
Czech Republic
Czech Republic
Dubai
Czech Republic
Czech Republic
General investment
General investment
General investment
General investment
General investment
General investment
Sale of industrial network communications systems
Sale of industrial network communications systems
Sale of industrial network communications systems
Sale of industrial network communications systems
Sale of industrial network communications systems
Sale of industrial network communications systems
Sale of industrial network communications systems
Sale of industrial network communications systems
Sale of industrial network communications systems
$ 28,200
264,445
US$ 4,000
-
US$ 99,850
US$ 99,850
US$ 39,481
-
-
US$ 1,314
-
-
-
-
-
$ 28,200

264,445
US$ 4,000
US$ 200

-

-

-

-

-

-

-

-

-

-

-

972,284

8,556,096

1

-

-

-

-

-

-

-

-

-

-

-

-
100.00
100.00
100.00
-
100.00
100.00
100.00
100.00
100.00
100.00
99.99
1.00
100.00
0.01
99.00
$ 75,241
79,770
51,779
-
3,266,342
3,266,342
128,294
-
-
-
141,999
112
-
-
11,111
$ 15,296

(12,359)

(11,654)

-

53,173

53,173

(18,762)

-

-

-

49,588

5,717

-

-

5,717
$ 15,296

(12,307)

(11,654)

-

53,173

53,173

(18,762)

-

-

-

49,588

57

-

-

5,660
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary

Note A: The financial statements used as basis of net asset values had not been audited by independent CPAs, except those of AIN, AMX and Advantech Innovative Design Co., Ltd.

Note B: Refer to Table 9 for investments in mainland China.

Note C: In the first quarter of 2016, the Group made arrangements to acquire 100% equity in BEMC for US$99,850 thousand.

Note D: In the third quarter of 2016, ACA and AdvanPOS merged and ACA ceased to exist.

Note E: In the third quarter of 2016, the Group has adjusted its investment structure and the Company directly acquired 100% share equity of AiST.

Note F: All intercompany gains and losses from investment have been eliminated from consolidation.

(Concluded)

  • 89 -

TABLE 9

ADVANTECH CO., LTD. AND SUBSIDIARIES

INVESTMENTS IN MAINLAND CHINA FOR THE YEAR ENDED DECEMBER 31, 2016 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Investee Company Name Main Businesses and
Products
Main Businesses and
Products
Total Amount
of Paid-in
Capital
Investment
Type (e.g.,
Direct or
Indirect)
Investment
Type (e.g.,
Direct or
Indirect)
Accumulated
Outflow of
Investment
from Taiwan
as of
January 1, 2016
Investment Flows Investment Flows Accumulated
Outflow of
Investment
from Taiwan
as of
December 31,
2016
Net Income
(Loss) of the
Investee
%
Ownership of
Direct or
Indirect
Investment

Investment
Gain (Loss)
(Note A)
Carrying
Value as of
December 31,
2016
Accumulated
Inward
Remittance of
Earnings as of
December 31,
2016

Outflow
Inflow
Advantech Technology
(China) Company Ltd.
(AKMC)
Beijing Yan Hua Xing Ye
Electronic Science &
Technology Co., Ltd. (ACN)
Shanghai Advantech
Intelligent Services Co., Ltd.
(AiSC)
Xi’an Advantech Software Ltd.
(AXA)
Hangzhou Advantofine
Automation Tech. Co., Ltd.
Advanixs Kun Shan Corp.
Production and sale of
components of
industrial automation
products

Sale of industrial
automation products

Production and sale of
industrial automation
products

Development and
production of
software products
Processing and sale of
industrial automation
products
Production and sale of
industrial automation
products

US$ 43,750
thousand
(Note F)
US$ 4,230
thousand

US$ 8,000
thousand
US$ 1,000
thousand

RMB
3,000
thousand

RMB 99,515
thousand
Indirect
Indirect
Indirect
Indirect
Indirect
Indirect
$ 1,202,925
(US$ 37,300
thousand)
171,957
(US$ 5,332
thousand)
258,000
(US$ 8,000
thousand)
(Note C)
(Note D)
(Note G)
$ -
-
-

-

-

-
$ -

-

-

-

-

-
$ 1,202,925
(US$ 37,300
thousand)

171,957
(US$ 5,332
thousand)

258,000
(US$ 8,000
thousand)

(Note C)

(Note D)

(Note G)
$ 235,499
199,635
28,343

(33,654)

(6,478)

29,532
100
100
100
100
100
100
$ 227,951
199,052
27,581
(33,654)
(6,478)
16,394
$ 2,691,960

1,123,813

739,662

7,771

14,954

443,870
$ -

362,232
(US$ 11,232
thousand)

-

-

-

-
Accumulated Investment i n Investment Amounts Authorized
Mainland China as of
December 31, 2016
by Investment Commission,
MOEA
Allowable Limit on Investment
$1,639,332
(US$50,832 thousand)
(Note E)
$2,760,600
(US$85,600 thousand)
$15,232,138
(Note I)

(Continued)

  • 90 -

Note A: The financial statements used as basis of asset values had been audited.

  • Note B: The significant events, prices, payment terms and unrealized gains or losses generated on trading between the Company and its investees in Mainland China are described in Tables 5.

Note C: Remittance by AAC (H.K.) Limited.

Note D: Remittance by ACN.

  • Note E: Included is the outflow of US$200 thousand on the investment in Yan Hua (Guang Zhou Bao Shui Qu) Co., Ltd. located in a free trade zone in Guang Zhou. When this investee was liquidated in September 2005, the outward investment remittance ceased upon the approval of the Ministry of Economic Affairs (MOEA). For each future capital return, the Company will apply to the MOEA for the approval of the return as well as reduce the accumulated investment amount by the return amount

  • Note F: For AKMC, there was a capital increase of US$6,450 thousand out of earnings.

  • Note G: ATC, parent company of ATC (HK), increased the share capital of ATC (HK) and ATC (HK) acquired 100% share equity of Advanixs Kun Shan Corp. from Yeh-Chiang Technology (Cayman).

  • Note H: The exchange rate was US$1=NT$32.25.

  • Note I: The maximum allowable limit on investment was at 60% of the consolidated net asset value of the Company.

  • Note J: All intercompany gains and losses from investment have been eliminated from consolidation.

(Concluded)

  • 91 -

TABLE 10

ADVANTECH CO., LTD. AND SUBSIDIARIES

ORGANIZATION CHART DECEMBER 31, 2016 AND 2015

Intercompany relationships and percentages of ownership as of December 31, 2016 are shown below:

==> picture [492 x 548] intentionally omitted <==

----- Start of picture text -----

100% 100% Advantech Technology Co., Ltd. 100% Advantech Technology (China)
Advantech Technology Co., Ltd. (ATC) ATC (HK) Company Ltd. (AKMC)
80% Advantech Brasil Ltd (ABR) Avtek Corporation (Avtek) 100% Advanixs Kun Shan Corp.
60% BEMC Holdings Corporation (BEMC) 100% B+B SmartWorx Inc. (B+B) 100% 1% Technology Kun Shan Co., Ltd.) Conel Automation s.r.o. (formerly Yeh-Chiang
100% B&B IMC. LLC (IMC) CZ (Conel Automation)
40% 100% 99.99% 99%
Quatech, LLC (Quatech) Advantech B+B SmartWorx s.r.o.
CZ (B+B (CZ))
100%
B+B SmartWorx Limited (BBI) 100% 0.01%
100% B&B Electronics Holdings LLC
Advantech Automation Corp. (BVI) 100% Advantech Corp. (ANA) (B&B Electronics)
(AAC (BVI)) 100%
B&B SmartWorx DMCC (B&B
100% 100% Beijing Yan Hua Xing Ye Electronic 100% DMCC)
Advantech Automation Corp. (HK) Science & Technology Co., Ltd. (ACN) Hangzhou Advantofine
Limited (AAC (HK)) 100% Automation Tech. Co., Ltd.
Shanghai Advantech Intelligent Services
Co., Ltd. (AiSC)
100% Xi’an Advantech Software Ltd. (AXA)
Advantech 100% Advantech Electronics, S. De R.L. De C.V.
Co., Ltd. (AMX) 100% Advantech Europe B.V. (AEU) 100% DLOG Gesellschaft für
(the 100% elektronische Datentechnik mbH
Company) Advantech Europe Holding B.V. (AEUH) (A-DLoG)
100% 100% Advantech Poland Sp z o.o. (APL)
Advantech Innovative Design Co., Ltd.
100%
Advantech Intelligent Service (AiST)
100% 55% Cermate Technologies Inc. (Cermate) Landmark Co., Ltd. (Landmark)
Advantech Corporate Investment 100%
100% 90%
Advantech KR Co., Ltd. (AKR) 51% Advantech Corporation (Thailand) Shenzhen Cermate
100% Co., Ltd. (ATH) Technologies Inc.
Advantech Co., Singapore Pte, Ltd. (ASG) (Cermate (Shenzhen))
100% 100%
Advantech International, PT. (AID) Cermate Technologies
100% (Shanghai) Inc.
Advantech Japan Co., Ltd. (AJP)
(Cermate (Shanghai))
100%
Advantech Australia Pty Ltd. (AAU)
100% Advanixs Corp.
100%
Advantech Co. Malaysia Sdn. Bhd (AMY)
99.99%
Advantech Industrial Computing India
Private Limited (AIN)
100%
AdvanPOS Technology Co., Ltd.
(AdvanPOS)
81.17% 100% 100%
Advantech-LNC Technology Co., Ltd. Better Auto Holdings Limited Famous Now Limited
(ALNC) (Better Auto) (Famous Now)
100%
Dongguan Pou Yuen Digital
Technology Co., Ltd.
----- End of picture text -----

(Continued)

  • 92 -

Intercompany relationships and percentages of ownership as of December 31, 2015 are shown below:

Advantech Electronics, S. De R.L. De C.V.
(AMX)
100%
100%
Advantech Technology Co., Ltd. (ATC)
80%
Advantech Brasil Ltd (ABR)
Advantech Automation Corp. (HK)
Limited (AAC (HK))
100%
100%
100%
Advantech Europe Holding B.V. (AEUH)
100%
Advantech KR Co., Ltd. (AKR)
100%
Advantech Co., Singapore Pte, Ltd. (ASG)
Advantech Automation Corp. (BVI)
(AAC (BVI))
100%
Advantech Corporate Investment
100%
Advantech Japan Co., Ltd. (AJP)
100%
Advantech Australia Pty Ltd. (AAU)

89.93%
100%
100%
Advansus Corp.
100%
Advantech Co. Malaysia Sdn. Bhd (AMY)
Advantech-LNC Technology Co., Ltd.
(ALNC)
AdvanPOS Technology Co., Ltd.
(AdvanPOS)
100%
ACA Digital Corporation (ACA)
Advantech Industrial Computing India
Private Limited (AIN)
99.99%
Advantech Innovative Design Co., Ltd.
100%
100%
Advantech iFactory Co., Ltd.
Advantech Technology Co., Ltd. (ATC) 100%
100%
100%
100%
100%
60%
100%
Hangzhou Advantofine
Automation Tech. Co., Ltd.
Advantech Europe B.V. (AEU)
DLOG Gesellschaft für
elektronische Datentechnik
mbH (A-DLoG)
Advantech Poland Sp z o.o. (APL)
100%
100%
100%
Advantech Technology Co., Ltd.
ATC (HK)
Advantech Corp. (ANA)
Advantech Technology (China)
Company Ltd. (AKMC)
Beijing Yan Hua Xing Ye Electronic
Science & Technology Co., Ltd. (ACN)
Shanghai Advantech Intelligent Services
Co., Ltd. (AiSC)
Xi’an Advantech Software Ltd. (AXA)
100%
Advantech Intelligent Service (AiST)
55%
Cermate Technologies Inc. (Cermate)
LandmarkCo., Ltd.(Landmark)
100%
100%
100%
100%
Bright Mind Limited
Better Auto Holdings Limited
(Better Auto)
AdvanPOS Technology Shanghai
Co., Ltd. (AdvanPOS Shanghai)
100%
100%
Famous Now Limited
Dongguan Pou Yuen Digital
Technology Co., Ltd.
51%
Advantech Corporation (Thailand)
Co., Ltd. (ATH)
Advantech International, PT. (AID)
100%
Cermate Technologies
(Shanghai) Inc.
(Cermate (Shanghai))
Shenzhen Cermate
Technologies Inc.
(Cermate (Shenzhen))
100%
90%
Advantech
Co., Ltd.
(the
Company)
Advantech iFactory Co., Ltd.

(Concluded)

  • 93 -

TABLE 11

ADVANTECH CO., LTD. AND SUBSIDIARIES

SIGNIFICANT TRANSACTIONS BETWEEN ADVANTECH CO., LTD. AND SUBSIDIARIES FOR THE YEAR ENDED DECEMBER 31, 2016 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Number
(Note A)
Company Name Counterparty Flow of
Transaction
(Notes B and D)
**Transaction ** Details
Financial Statement Account Amount Payment Terms % to Consolidated
Assets/Revenue
(Note C)
0 The Company AAC (HK)
AAC (HK)
AAU
AAU
AAU
AAU
ABR
ABR
ABR
ABR
ACN
ACN
A-DLoG
A-DLoG
A-DLoG
A-DLoG
AEU
AEU
AEU
AEU
AID
AID
AID
AID
AIN
AIN
AIN
AIN
AiSC
AiSC
AJP
AJP
AJP
AJP
AKMC
AKMC
AKMC
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
Sales revenue
Other receivables from related parties
Other revenue
Other receivables from related parties
Receivables from related parties
Sales revenue
Other revenue
Other receivables from related parties
Receivables from related parties
Sales revenue
Receivables from related parties
Sales revenue
Other revenue
Other receivables from related parties
Receivables from related parties
Sales revenue
Sales revenue
Other revenue
Other receivables from related parties
Receivables from related parties
Other receivables from related parties
Receivables from related parties
Other revenue
Sales revenue
Sales revenue
Other receivables from related parties
Receivables from related parties
Other revenue
Receivables from related parties
Sales revenue
Other revenue
Other receivables from related parties
Receivables from related parties
Sales revenue
Receivables from related parties
Other receivables from related parties
Sales revenue
$ 16
38
3,053
1,424
74,609
228,239
3,165
710
13,377
99,256
821,752
5,414,546
4,397
674
9,774
174,205
3,835,119
21,706
4,376
946,905
3
8,202
337
14,491
8,406
3,319
18,368
3,204
116,622
495,184
4,395
1,932
212,728
811,326
227,740
9
1,493,414
Normal
45 days EOM
Normal
60-90 days
60-90 days
Normal
Normal
90 days EOM
90 days EOM
Normal
45 days EOM
Normal
Normal
30 days after invoice date
30 days after invoice date
Normal
Normal
Normal
30 days EOM
30 days EOM
45 days after invoice date
45 days after invoice date
Normal
Normal
Normal
60 days EOM
60 days EOM
Normal
45 days EOM
Normal
Normal
60-90 days
60-90 days
Normal
45 days EOM
45 days EOM
Normal
-
-
-
-
-
1
-
-
-
-
2
13
-
-
-
-
9
-
-
2
-
-
-
-
-
-
-
-
-
1
-
-
1
2
1
-
4

(Continued)

  • 94 -
Number
(Note A)
Company Name Counterparty Flow of
Transaction
(Notes B and D)
Transaction Details Transaction Details Transaction Details Transaction Details
Financial Statement Account Amount Payment Terms % to Consolidated
Assets/Revenue
(Note C)
AKR
AKR
AKR
AKR
AMY
AMY
AMY
AMY
ANA
ANA
ANA
ANA
APL
APL
APL
ASG
ASG
ASG
ASG
ATH
ATH
ATH
ATH
B+B
B+B
Cermate
ACA
Advantech Corporate Investment
Advantech Innovative Design Co., Ltd.
AiST
AiST
AiST
AiST
Advanixs Corporate
Advanixs Corporate
Advanixs Corporate
Advanixs Corporate
ALNC
ALNC
ALNC
ALNC
AdvanPOS
AdvanPOS
AdvanPOS
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
Other revenue
Other receivables from related parties
Receivables from related parties
Sales revenue
Other revenue
Other receivables from related parties
Receivables from related parties
Sales revenue
Other revenue
Other receivables from related parties
Receivables from related parties
Sales revenue
Receivables from related parties
Other receivables from related parties
Sales revenue
Other revenue
Other receivables from related parties
Receivables from related parties
Sales revenue
Other revenue
Other receivables from related parties
Receivables from related parties
Sales revenue
Receivables from related parties
Sales revenue
Other revenue
Other revenue
Rental revenue
Other receivables from related parties
Receivables from related parties
Sales revenue
Other receivables from related parties
Other revenue
Rental revenue
Other receivables from related parties
Receivables from related parties
Sales revenue
Other revenue
Sales revenue
Other receivables from related parties
Receivables from related parties
Sales revenue
Other revenue
Other receivables from related parties
$ 6,238
617
97,049
799,440
2,900
881
52,188
145,199
25,885
2,555
1,114,946
8,315,279
2,313
43
18,386
1,930
805
53,059
223,551
2,887
289
5,332
59,515
5,059
44,692
1,200
2,520
36
1
6,375
46,574
3
1,000
4,800
59
119,452
559,010
1,200
2,419
381
392
30,826
2,520
883
Normal
60 days after invoice date
60 days after invoice date
Normal
Normal
45 days EOM
45 days EOM
Normal
Normal
45 days EOM
45 days EOM
Normal
45 days EOM
45 days EOM
Normal
Normal
60-90 days
60-90 days
Normal
Normal
30 days after invoice date
30 days after invoice date
Normal
60 days EOM
Normal
Normal
Normal
Normal
60 days EOM
30 days EOM
Normal
30 days EOM
Normal
Normal
60-90 days
60-90 days
Normal
Normal
Normal
60-90 days EOM
60-90 days EOM
Normal
Normal
60 days EOM
-
-
-
2
-
-
-
-
-
-
3
20
-
-
-
-
-
-
1
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1
-
-
-
-
-
-
-

(Continued)

  • 95 -
Number
(Note A)
Company Name Counterparty Flow of
Transaction
(Notes B and D)
**Transaction ** Details
Financial Statement Account Amount Payment Terms % to Consolidated
Assets/Revenue
(Note C)
1 ACN The Company
The Company
AAU
AEU
AiSC
AiSC
AiSC
AKMC
AKMC
AKR
ANA
AXA
Advanixs Kun Shan Corp.
Advanixs Kun Shan Corp.
Hangzhou Advantofine Automatin Tech. Co., Ltd.
Hangzhou Advantofine Automatin Tech. Co., Ltd.
2
2
3
3
3
3
3
3
3
3
3
3
3
3
3
3
Receivables from related parties
Sales revenue
Sales revenue
Sales revenue
Sales revenue
Receivables from related parties
Other receivables from related parties
Receivables from related parties
Sales revenue
Sales revenue
Sales revenue
Other receivables from related parties
Receivables from related parties
Sales revenue
Sales revenue
Receivables from related parties
$ 185
717
77
591
127,420
31,012
52
7,939
32,896
85
398
30,095
4,014
3,603
3,687
749
30 days EOM
Normal
Normal
Normal
Normal
Immediate payment
60 days EOM
60-90 days
Normal
Normal
Normal
60 days EOM
Normal
Normal
Normal
60 days after invoice date
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2 AAU The Company
The Company
The Company
ANA
2
2
2
3
Receivables from related parties
Sales revenue
Other revenue
Sales revenue
374
50
3,791
10
60-90 days
Normal
Normal
Normal
-
-
-
-
3 ABR The Company
The Company
2
2
Other revenue
Receivables from related parties
2,010
270
Normal
30 days after invoice date
-
-
4 ACA The Company
ACN
AKMC
Advanixs Corporate
Advanixs Corporate
2
3
3
3
3
Sales revenue
Sales revenue
Other receivables from related parties
Sales revenue
Receivables from related parties
1,903,339
1,249
4
4,264
826
Normal
Normal
45 days EOM
Normal
45 days EOM
5
-
-
-
-
5 AEU The Company
The Company
The Company
AAU
AAU
ACN
A-DLoG
A-DLoG
AKMC
AKMC
AKR
ANA
ANA
ANA
2
2
2
3
3
3
3
3
3
3
3
3
3
3
Receivables from related parties
Sales revenue
Other revenue
Sales revenue
Receivables from related parties
Receivables from related parties
Receivables from related parties
Sales revenue
Receivables from related parties
Sales revenue
Sales revenue
Royalty revenue
Receivables from related parties
Sales revenue
1,644
10,373
6,425
37
35
269
213
20,522
322
9
141
933
187
16,518
30 days EOM
Normal
Normal
Normal
30 days EOM
30 days after invoice date
30 days upon delivery
Normal
30 days EOM
Normal
Normal
Normal
30 days after invoice date
Normal
-
-
-
-
-
-
-
-
-
-
-
-
-
-

(Continued)

  • 96 -
Number
(Note A)
Company Name Counterparty Flow of
Transaction
(Notes B and D)
**Transaction ** Details
Financial Statement Account Amount Payment Terms % to Consolidated
Assets/Revenue
(Note C)
APL
B+B
BBI
3
3
3
Sales revenue
Receivables from related parties
Sales revenue
$ 3,224
219
1,121
Normal
30 days after invoice date
Normal
-
-
-
6 Better Auto Dongguan Pou Yuen Digital Technology Co., Ltd.
Dongguan Pou Yuen Digital Technology Co., Ltd.
3
3
Receivables from related parties
Interest revenue
34,421
351
Financing
Financing
-
-
7 ALNC The Company
The Company
The Company
AKMC
Better Auto
Dongguan Pou Yuen Digital Technology Co., Ltd.
Dongguan Pou Yuen Digital Technology Co., Ltd.
2
2
2
3
3
3
3
Receivables from related parties
Rental revenue
Sales revenue
Sales revenue
Royalty revenue
Sales revenue
Receivables from related parties
1,855
1,518
7,949
430
92
205,457
92,766
60 days EOM
Normal
Normal
Normal
Normal
Normal
90 days EOM
-
-
-
-
-
-
-
8 AiSC The Company
The Company
AAC (HK)
ACN
ACN
ACN
ACN
AEU
AEU
AKMC
AKMC
ANA
2
2
3
3
3
3
3
3
3
3
3
3
Receivables from related parties
Sales revenue
Other receivables from related parties
Sales revenue
Other receivables from related parties
Receivables from related parties
Rental revenue
Sales revenue
Receivables from related parties
Sales revenue
Receivables from related parties
Sales revenue
496
2,032
4,633
22,541
62,676
1,441
5,842
119
113
123,469
1,185
209
45 days EOM
Normal
90 days
Normal
Immediate payment
Immediate payment
Normal
Normal
Immediate payment
Normal
30 days EOM
Normal
-
-
-
-
-
-
-
-
-
-
-
-
9 AJP The Company
The Company
ACN
ACN
AKMC
AKMC
ASG
2
2
3
3
3
3
3
Receivables from related parties
Sales revenue
Receivables from related parties
Sales revenue
Other receivables from related parties
Other revenue
Sales revenue
361
63
12
13
47
51
9
60-90 days
Normal
45 days EOM
Normal
45 days EOM
Normal
Normal
-
-
-
-
-
-
-
10 AKMC The Company
The Company
ACN
ACN
ACN
ACN
AEU
AEU
AiSC
AiSC
2
2
3
3
3
3
3
3
3
3
Sales revenue
Receivables from related parties
Rental revenue
Sales revenue
Other receivables from related parties
Receivables from related parties
Sales revenue
Receivables from related parties
Sales revenue
Receivables from related parties
9,739,690
1,212,521
4,212
509,671
723
88,163
3,392
1,093
185,453
28,687
Normal
60 days EOM
Normal
Normal
60-90 days
60-90 days
Normal
30 days after invoice date
Normal
Immediate payment
23
3
-
1
-
-
-
-
-
-

(Continued)

  • 97 -
Number
(Note A)
Company Name Counterparty Flow of
Transaction
(Notes B and D)
**Transaction ** Details
Financial Statement Account Amount Payment Terms % to Consolidated
Assets/Revenue
(Note C)
ANA
ANA
Hangzhou Advantofine Automatin Tech. Co., Ltd.
Hangzhou Advantofine Automatin Tech. Co., Ltd.
Advanixs Corporate
Advanixs Corporate
ALNC
AdvanPOS
AdvanPOS
3
3
3
3
3
3
3
3
3
Sales revenue
Receivables from related parties
Sales revenue
Receivables from related parties
Receivables from related parties
Sales revenue
Sales revenue
Sales revenue
Receivables from related parties
$ 8,451
292
21
15
413
3,453
6
5,558
1,075
Normal
60-90 days
Normal
60 days EOM
Immediate payment
Normal
Normal
Normal
30 days EOM
-
-
-
-
-
-
-
-
-
11 AKR The Company
The Company
ANA
ASG
AdvanPOS
AdvanPOS
2
2
3
3
3
3
Receivables from related parties
Sales revenue
Sales revenue
Sales revenue
Receivables from related parties
Sales revenue
115
14
49
447
227
371
90 days EOM
Normal
Normal
Normal
30 days EOM
Normal
-
-
-
-
-
-
12 AMY The Company
AID
ASG
ATH
ATH
ATH
2
3
3
3
3
3
Receivables from related parties
Other receivables from related parties
Other revenue
Other revenue
Sales revenue
Other receivables from related parties
37
20
97
279
144
58
45 days EOM
30 days EOM
Normal
Normal
Normal
30 days EOM
-
-
-
-
-
-
13 ANA The Company
The Company
AAU
AAU
ABR
ABR
ACN
A-DLoG
A-DLoG
AEU
AEU
AJP
AKMC
AKMC
AKR
AMY
ASG
B+B
B+B
B+B
B+B
ACA
2
2
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
Receivables from related parties
Sales revenue
Receivables from related parties
Sales revenue
Sales revenue
Receivables from related parties
Sales revenue
Sales revenue
Receivables from related parties
Sales revenue
Receivables from related parties
Sales revenue
Receivables from related parties
Sales revenue
Sales revenue
Sales revenue
Sales revenue
Other receivables from related parties
Sales revenue
Rental revenue
Interest revenue
Sales revenue
18,860
34,433
10
10
1,470
1,433
161
113
4,099
66,489
5,178
441
8,625
34,789
169
3
396
24,345
2,631
826
999
14,229
45 days EOM
Normal
60 days after invoice date
Normal
30 days after invoice date
30 days after invoice date
Normal
30 days after invoice date
60 days after invoice date
Normal
60-90 days
Normal
30 days EOM
Normal
Normal
Normal
Normal
Normal
Normal
60-90 days
Normal
Normal
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-

(Continued)

  • 98 -
Number
(Note A)
Company Name Counterparty Flow of
Transaction
(Notes B and D)
**Transaction ** Details
Financial Statement Account Amount Payment Terms % to Consolidated
Assets/Revenue
(Note C)
Advanixs Corporate
Advanixs Corporate
AdvanPOS
AdvanPOS
3
3
3
3
Sales revenue
Receivables from related parties
Receivables from related parties
Sales revenue
$ 994
994
85,622
126,312
Normal
90 days after invoice date
30 days after invoice date
Normal
-
-
-
-
14 APL The Company
The Company
AEU
AEU
AEU
AJP
ANA
2
2
3
3
3
3
3
Receivables from related parties
Sales revenue
Receivables from related parties
Sales revenue
Commission revenue
Receivables from related parties
Receivables from related parties
312
38
7,829
57,763
12,029
27
33
30 days after invoice date
Normal
30 days after invoice date
Normal
Normal
60 days EOM
30 days after invoice date
-
-
-
-
-
-
-
15 ASG The Company
The Company
AID
AKR
AMY
AMY
AMY
ATH
ATH
ATH
2
2
3
3
3
3
3
3
3
3
Sales revenue
Other revenue
Sales revenue
Sales revenue
Receivables from related parties
Sales revenue
Other receivables from related parties
Sales revenue
Other receivables from related parties
Receivables from related parties
460
891
4
898
550
7,125
5
2,505
206
887
Normal
Normal
Normal
Normal
30 days EOM
Normal
30 days EOM
Normal
30 days EOM
30 days EOM
-
-
-
-
-
-
-
-
-
-
16 ATC The Company 2 Receivables from related parties 93,590 60 days EOM -
17 ATH The Company
AKR
2
3
Receivables from related parties
Sales revenue
173
11
30 days after invoice date
Normal
-
-
18 AXA ACN
ACN
3
3
Other receivables from related parties
Other revenue
392
40,732
30 days EOM
Normal
-
-
19 A-DLoG The Company
The Company
AEU
AEU
AEU
AEU
AKMC
ANA
2
2
3
3
3
3
3
3
Receivables from related parties
Sales revenue
Sales revenue
Receivables from related parties
Other revenue
Receivables from related parties
Receivables from related parties
Receivables from related parties
5,406
87,724
1,061
131
187
1,104
44
96
30 days after invoice date
Normal
Normal
30 days EOM
Normal
30 days after invoice date
60 days after invoice date
30 days EOM
-
-
-
-
-
-
-
-
20 Cermate (Shenzhen) ACN
ACN
AKMC
AKMC
3
3
3
3
Receivables from related parties
Sales revenue
Receivables from related parties
Sales revenue
878
803
6,868
32,160
Immediate payment
Normal
40 days EOM
Normal
-
-
-
-
(Continued)
  • 99 -
Number
(Note A)
Company Name Counterparty Flow of
Transaction
(Notes B and D)
**Transaction ** Details
Financial Statement Account Amount Payment Terms % to Consolidated
Assets/Revenue
(Note C)
Cermate (Shanghai)
Cermate
Cermate
3
3
3
Sales revenue
Sales revenue
Receivables from related parties
$ 26,272
20,048
2,876
Normal
Normal
30 days EOM
-
-
-
21 Cermate (Shanghai) Cermate (Shenzhen) 3 Sales revenue 535 Normal -
22 Advanixs Corporate The Company
The Company
The Company
AKMC
AKMC
Cermate
2
2
2
3
3
3
Receivables from related parties
Sales revenue
Interest revenue
Receivables from related parties
Sales revenue
Sales revenue
626,010
2,343,971
603
637,941
2,900,081
1,541
60-90 days
Normal
Normal
60-90 days
Normal
Normal
2
6
-
2
7
-
23 AAC (HK) The Company
The Company
2
2
Receivables from related parties
Other revenue
1,419
7,447
45 days EOM
Normal
-
-
24 Advantech Corporate Investment The Company
The Company
2
2
Interest revenue
Other receivables from related parties
3,268
355
Normal
90 days EOM
-
-
25 AIN The Company
The Company
The Company
2
2
2
Receivables from related parties
Other revenue
Sales revenue
123
3,220
10
60 days EOM
Normal
Normal
-
-
-
26 AID The Company
ASG
ASG
AiST
2
3
3
3
Receivables from related parties
Other revenue
Other receivables from related parties
Other revenue
69
2,094
1,301
29
60 days EOM
Normal
30 days EOM
Normal
-
-
-
-
27 AiST The Company
The Company
2
2
Receivables from related parties
Sales revenue
10,368
283
60 days EOM
Normal
-
-
28 AMX The Company 2 Other revenue 3,558 Normal -
29 AdvanPOS The Company
The Company
Advanixs Corporate
2
2
3
Receivables from related parties
Sales revenue
Sales revenue
349,650
566,683
622
60 days EOM
Normal
Normal
1
1
-
30 Dongguan Pou Yuen Digital Technology Co., Ltd. ACN
ACN
ALNC
ALNC
3
3
3
3
Sales revenue
Receivables from related parties
Sales revenue
Receivables from related parties
9,025
893
2,887
2,107
Normal
90 days EOM
Normal
90 days EOM
-
-
-
-
31 Advantech Innovative Design Co., Ltd. The Company 2 Receivables from related parties 5,329 30 days EOM -
(Continued)
  • 100 -
Number
(Note A)
Company Name Counterparty Flow of
Transaction
(Notes B and D)
**Transaction ** Details
Financial Statement Account Amount Payment Terms % to Consolidated
Assets/Revenue
(Note C)
32 B+B The Company
The Company
ANA
ANA
B+B (CZ)
B+B (CZ)
B+B (CZ)
B+B (CZ)
BBI
2
2
3
3
3
3
3
3
3
Receivables from related parties
Sales revenue
Receivables from related parties
Sales revenue
Receivables from related parties
Interest revenue
Other revenue
Other receivables from related parties
Receivables from related parties
$ 4,528
6,492
1,847
5,668
800
840
3,778
42
23,498
90 days EOM
Normal
45 days EOM
Normal
45 days EOM
Normal
Normal
45 days EOM
45 days EOM
-
-
-
-
-
-
-
-
-
33 Cermate The Company
The Company
Cermate (Shenzhen)
Cermate (Shenzhen)
2
2
3
3
Receivables from related parties
Sales revenue
Sales revenue
Receivables from related parties
4,673
4,005
85,779
26,681
30-60 days
Normal
Normal
30 days EOM
-
-
-
-
34 BBI AEU
AEU
Conel Automation
3
3
3
Receivables from related parties
Sales revenue
Sales revenue
65
87
19
45 days EOM
45 days EOM
45 days EOM
-
-
-
35 B+B (CZ) B+B
BBI
BBI
BBI
Conel Automation
Conel Automation
Conel Automation
Conel Automation
3
3
3
3
3
3
3
3
Sales revenue
Receivables from related parties
Sales revenue
Other revenue
Receivables from related parties
Other receivables from related parties
Other revenue
Sales revenue
16,617
263
1,581
608
452
1,429
2,975
1,800
Normal
45 days EOM
Normal
45 days EOM
45 days EOM
45 days EOM
45 days EOM
Normal
-
-
-
-
-
-
-
-
36 Conel Automation B+B (CZ) 3 Interest revenue 186 Normal -
37 Hangzhou Advantofine Automatin Tech. Co., Ltd. ACN 3 Other receivables from related parties 505 30 days after invoice date -
38 Advanixs Kun Shan Corp. AKMC
AKMC
3
3
Receivables from related parties
Sales revenue
144,232
222,271
30 days EOM
Normal
-
1

Note A: The parent company and its subsidiaries are numbered as follows:

  1. Advantech Co., Ltd. is numbered “0”.

  2. Subsidiaries are numbered from “1” onward.

(Continued)

  • 101 -

(Concluded)

Note B: The flow of related-party transactions is as follows:

  1. From the parent company to its subsidiary.

  2. From the subsidiary to its parent company.

  3. Between subsidiaries.

Note C: For assets and liabilities, amounts are shown as a percentage to consolidated total assets as of December 31, 2016, while revenues, costs and expenses are shown as a percentage to consolidated total operating revenues for the year ended December 31, 2016.

Note D: All intercompany transactions have been eliminated from consolidation.

  • 102 -