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Altek Annual Report 2016

Jul 26, 2017

52290_rns_2017-07-26_31596d78-094b-4cdf-a07e-6e6fb1234973.pdf

Annual Report

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Stock Code: 3059

==> picture [85 x 40] intentionally omitted <==

Altek Corporation

2016

Annual Report

Notice to readers

This English-version annual report is a summary translation of the Chinese version and is not an official document of the shareholders’ meeting. If there is any discrepancy between the English and Chinese versions, the Chinese version shall prevail.

Taiwan Stock Exchange Market Observation Post System: http://mops.twse.com.tw 2016 Annual Report is available at: http://www.altek.com.tw Printed on May 5, 2017

Spokesperson Name: Belle Liang Title: Vice President & CFO. Tel: 886-3-578-4567 E-mail: [email protected]

Deputy Spokesperson Name: Eva Liang Title: Manager Tel: 886-3-578-4567 E-mail: [email protected]

Headquarters Address: No.12, Li-Hsin Rd., Hsinchu, Taiwan, R.O.C. Tel: 886-3-578-4567

Stock Transfer Agent Sino Pac Securities Corporation, Stock Transfer Agent Dept. Tel: 886-2-2381-6288 Website: http://www.sinotrade.com.tw

Auditors PricewaterhouseCoopers Accounting Firm Auditors: Mr. Dian-Yi Li and Mrs. Yu-Kuan Lin Address: 5F, No.2, Gong-Ye E. 3rd Rd., Hsinchu, Taiwan, R.O.C. Tel.: 886-3-578-0205 Website: http://www.pwc.com.tw

Overseas Securities Exchange: N.A.

Corporate Website http://www. altek.com.tw

Contents

I. Letter to Shareholders ............................................................................... 1 II. Company Profile ....................................................................................... 3 2.1 Date of Incorporation ................................................................................................................. 3 2.2 Company History ........................................................................................................................ 3 III. Corporate Governance Report ................................................................. 4 3.1 Organization ............................................................................................................................... 4 3.2 Directors, Supervisors and Management Team ......................................................................... 5 3.3 Implementation of Corporate Governance .............................................................................. 19 3.4 Audit Fee ................................................................................................................................... 45 3.5 Replacement of CPA. ................................................................................................................ 45 3.6 Audit Independence ................................................................................................................. 45 3.7 Equity Transfer and Changes in Equity Pledge of Directors, Supervisors, Managers and Shareholders Holding More than 10% of the Shares ................................................................ 46 3.8 Relationship among the Top Ten Shareholders........................................................................ 47 3.9 Ownership of Shares in Affiliated Enterprises .......................................................................... 48 IV. Capital Overview .................................................................................... 49 4.1 Capital and Shares .................................................................................................................... 49 4.2 Bonds. ....................................................................................................................................... 53 4.3 Preferred Stock ......................................................................................................................... 53 4.4 Global Depository Receipts. ..................................................................................................... 53 4.5 Employee Stock Options ........................................................................................................... 54 4.6 Issuance of New Restricted Employee Shares .......................................................................... 56 4.7 Status of New Shares Issuance in Connection with Mergers and Acquisitions ........................ 57 4.8 Financing Plans and Implementation ....................................................................................... 57 V. Operational Highlights ............................................................................ 58 5.1 Business Activities ..................................................................................................................... 58 5.2 Market and Sales Overview ...................................................................................................... 63 5.3 Human Resources ..................................................................................................................... 69 5.4 Environmental Protection Expenditure .................................................................................... 69 5.5 Labor Relations ......................................................................................................................... 70 5.6 Important Contracts ................................................................................................................. 75

VI. Financial Information ............................................................................. 76 6.1 Five-Year Financial Summary .................................................................................................... 76 6.2 Five-Year Financial Analysis ...................................................................................................... 83 6.3 Supervisors’ Report for the Most Recent Year ......................................................................... 89 6.4 Consolidated Financial Statements for the Years Ended December 31, 2016 and 2015 ......... 90 6.5 Separate Financial Statements for the Years Ended December 31, 2016 and 2015 .............. 164 6.6 Difficulty in Financial Turnover of the Company and its Affiliated Companies ...................... 165 VII. Review of Financial Conditions, Financial Performance, and Risk Management ....................................................................................... 166 7.1 Analysis of Financial Status ..................................................................................................... 166 7.2 Analysis of Financial Performance .......................................................................................... 167 7.3 Analysis of Cash Flow .............................................................................................................. 168 7.4 Major Capital Expenditure Items and Impact on Finance and Business. ............................... 168 7.5 Investment Policy in the Last Year, Main Causes for Profits or Losses, Improvement Plans and Investment Plans for the Coming Year ............................................................................. 169 7.6 Analysis of Risk Management ................................................................................................. 169 7.7 Other Important Items. .......................................................................................................... 174 VIII. Special Disclosure ............................................................................... 175 8.1 Profile of Affiliated Companies ............................................................................................... 175 8.2 Private Placement of Securities in the Most Recent Years ..................................................... 182 8.3 Shares in the Company Held or Disposed of by Subsidiaries in the Most Recent Years. ....... 182 8.4 Other Mentionable Items ....................................................................................................... 182 8.5 Any Event Having a Material Impact on Shareholders' Rights and Interests or Securities Prices stipulated in Subparagraph 2, Paragraph 3, Article 36 of the Securities and Exchange Act ............................................................................................................................................ 182

I. Letter to Shareholders

The 2016 Business Report and the summary of the 2017 Business Plan are reported below:

1. 2016 Business Report

With the support of all shareholders and colleagues, the Company has been actively transformed into a digital imaging solution provider. In the year of 2016, the solutions including digital image processing chip, dual lens camera module, and image processing technology licensing continued penetrating several international smart phone supply chain successfully; also, new wearable image products continued to appear in market. However, due to the shortage of key components as a result of the earthquake in Japan and the delay of launching new products by the customers, the Company’s consolidated revenue amounted to NT$11.58 billion in 2016, representing a decrease of approximately 7.3% from the previous year; furthermore, the consolidated gross profit rate was 13%, the net income was NT$53.8 million, and the earnings per share was NT$0.2.

  1. Summary of 2017 Business Plan, Effects of External Competition, Laws, and Overall

  2. Business Environment, and Business Objectives

  3. (1)Summary of 2017 Business Plan, Business, Operating Strategy, and Major Production/ Sales Plicy

  4. Business: Due to the broad application of the digital image, the Company has applied the digital image technology that was developed through years of efforts to provide customers with image chips, camera modules, image processing technology licensing, wearable image products, and other digital imaging solutions. Since the mobile phone with dual camera design has become one of the trends, more mid- and high-end mobile phones are expected to be adopted that is expected to help increase the market penetration rate of the dual-camera mobile phone. If there is no significant change in the market, the growth of the wearable image product can also be expected.

  5. R&D: The use of image technology in the fields of 3D sensing, virtual reality, depth learning, artificial intelligence, and driverless car…etc., will become more vigorous and play the key roles. To grasp the opportunities of Industry 4.0 and IoT, the Company will continue to adjust operating strategies and resources, recruit outstanding talents in research and development, and improve the capacity for technological innovation, so as to strengthen the efficacy of digital imaging solutions and chips and accelerate the product launches.

  6. Management: The Company will continue to strengthen the production/sales, supply chain management, and manufacturing quality and efficiency, in the hope of reducing costs and maintaining a flexible customized production model, while improving systems and procedures for better operational efficiency.

  7. (2)Effects of External Competition, Laws, and Overall Business Environment, and Business Objectives

In the prospect of this year, while facing the rapid changes in new technologies, new materials, and new technologies, all Altek colleagues still need to overcome the possible challenges in the business environments, continue to deepen the core

1

technology of digital image, enhance product added value, provide customers with total solutions and services, and continuously improve the market share and influence in the field of digital image, as well as continuing to strengthen the aspects of system, procedure, and production in order to enhance the overall competitiveness, growth, and profitability. The Company’s management team and employees will continue to dedicate to pursuing the best interests of all shareholders with the business philosophy of precision, promptness, innovation, quality, cost, flexibility and efficiency. We would like to thank our shareholders for your continuing supports and encouragement to the Company.

Sincerely yours,

Chairman & CEO Alex Hsia

2

II. Company Profile

2.1 Date of Incorporation

December 24, 1996.

2.2 Company History

1996 Founded as “Asia Imagination corporation” to engage in the design,
production and sales of digital cameras.
1997 Renamed as “Altek Corporation” and established its first corporate
headquarters located in 3F, No. 10 Li-Hsin Road, Science-Based
Industrial Park, Hsinchu City, Taiwan.
1998 Introduced Taiwan’s first 1.0 million pixels autofocus digital still camera.
2002 Listed on the Taiwan Stock Exchange.
2003 Issued convertible bonds of US$60,000 thousand and listed on
Luxembourg Stock Exchange.
2006 Published domestic convertible bonds of NT$1,500,000 thousand and
listed on Taiwan Stock Exchange.
2007 Monthly DSC shipment achieved two million units, ranked No.1 in the
digital camera ODM market with the market share of 10%.
2008 Introduced the world's first GPS digital camera.
2010 The first smartphone/camera featuring communication, triple zooming
lens and 12.2 million pixels received CommunicAsia’s Award of Ten Best
Products in Singapore Telecom Show.
Established the new headquarters at No.12, Li-Hsin Road,
Science-Based Industrial Park, Hsinchu City, Taiwan.
2013 Transformating itself to an image solution provider with focuses on
smartphone camera and consumer imageproducts.
2014 Image signal processor and dual-camera solutions were applied to
flagship smartphones of global manufacturers.
Copmleted the capital decrease of NT$1,182,475 thousand.
2015 More customers in China and India launched more smart phones with
Altek imagingsolutions.
2016 Altek in-depth computing chips were applied to dual-camera
smartphones and tablets of global manufacturers.

3

III. Corporate Governance Report

3.1 Organization

3.1.1 Organizational Chart

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----- Start of picture text -----

Shareholders’ Meeting
Supervisor
Board of Directors
Audit office
Chairman
Chief Executive Officer
CEO office
Business Division Development Research & Management Project Product Planning Division Finance Division Human Resources Division
Division Division
----- End of picture text -----

3.1.2 Major Corporate Functions

Department Functions
Audit Office Carry out the audit operation for the implementation of the internal
control system and also for the performance evaluation and decision
makingof management.
CEO Office 1. Assist CEO in planning, integrating, and coordinating medium and
long-term business and operational strategies.
2. Engage in legal affairs related to contracts and intellectural property
rights.
3. Handle corporate relationships andpublic relations.
Business Division Engage in sales of products and services, business development, and
formulation and execution of sales strategies.
Research & Development
Division
Design and develop competitive technologies and products.
Product Management
Division
1. Engage in quality enhancement, safety regulations and product
testing.
2. Engage inproject management andproductprocurement.
Product Planning Division Analyze market trends and plan product strategies.
Finance Division Plan, organize, and apply financial resources and management
information system in line with business and operationalgoals.
Human Resources Division Handle human resources planning.

4

3.2 Directors, Supervisors and Management Team

3.2.1 Directors and Supervisors

Profile of Directors and Supervisors

April 18,2017 April 18,2017 April 18,2017
Title Nationality/
Country of
Origin
Name Gender Date
Elected
Term
(Years)
Date
First
Elected
Shareholding
when Elected
Current
Shareholding
Current
Shareholding of
Spouse or Minor
Children
Shareholding
by Nominee
Arrangement
Experience
(Education)
Other
Position
Executives, Directors or
Supervisors Who Are Spouses or
within Two Degrees of Kinship
Shares %
(Note 1)

Shares
%
(Note 1)
Shares %
(Note 1)
Shares % (Note
1)
Title Name Relation
Chairman R.O.C Alex Hsia Male 2014.06.19 3 years 1996.12.20 1,782,764 0.45
757,934
0.28
943,051

0.34

0
0.00 (Note 2) Executive
Director of
Altek System
(Kunshan) Co.,
Ltd.
Supervisor Amy
Chien
Spouse
Director R.O.C Yitsang International Co.,
Ltd.
2014.06.19 3 years 2014. 06.19 19,923,000 5.06 13,946,100 5.09
-

-

-
- - - - - -
R.O.C Representative:
David Lin
Male 2016. 03.19 3 years 2016. 03.19 520,790 0.13
520,790
0.19
0
0.00 0 0.00 (Note 3) Director,
Altek
Autotronics
None None None
Director R.O.C Yitsang International Co.,
Ltd.
2014.06.19 3 years 2014. 06.19 19,923,000
5.06
13,946,100 5.09
-

-

-
- - - - - -
Macau Representative:
Simon
Law
Male 2014. 06.19 3 years 2014. 06.19 200,000 0.05
140,000
0.05
0
0.00 0 0.00 (Note 4) None None None None
Director R.O.C Stan Hung Male 2014. 06.19 3 years 2014. 06.19 0 0.00
0
0.00
0
0.00 0 0.00 (Note 5) (Note 5) None None None
Director R.O.C Jason Lin Male 2014. 06.19 3 years 2014. 06.19 862,055 0.22
552,438
0.20
0
0.00 0 0.00 (Note 6) Director, Altek
Semicondu-ctor
None None None
Independent
Director
R.O.C Wen-Hsieh Lai Male 2016. 06.17 3 years 2016. 06.17 0 0.00
-
-
-
- - - (Note 7) (Note 7) None None None
Independent
Director
R.O.C Jaime Tang Female 2014. 06.19 3 years 2002.05.27 0 0.00
0
0.00 0 0.00 0 0.00 (Note 8) (Note 8) None None None

5

Title Nationality/
Country of
Origin
Name Gender Date
Elected
Term
(Years)
Date
First
Elected
Shareholding
when Elected
Shareholding
when Elected
Current
Shareholding
Current
Shareholding
Current
Shareholding of
Spouse or Minor
Children
Current
Shareholding of
Spouse or Minor
Children
Shareholding
by Nominee
Arrangement
Shareholding
by Nominee
Arrangement
Experience
(Education)
Other
Position
Executives, Directors or
Supervisors Who Are Spouses or
within Two Degrees of Kinship
Executives, Directors or
Supervisors Who Are Spouses or
within Two Degrees of Kinship
Executives, Directors or
Supervisors Who Are Spouses or
within Two Degrees of Kinship
Shares %
(Note 1)

Shares
%
(Note 1)
Shares %
(Note 1)
Shares % (Note
1)
Title Name Relation
Supervisor R.O.C Tim Liou Male 2014. 06.19 3 years 2000.06.01 0 0.00 0 0.00 0 0.00 0 0.00 (Note 9) (Note 9) None None None
Supervisor R.O.C Amy Chien Female 2014. 06.19 3 years 2014. 06.19
547,532
0.14
873,272
0.32 827,713 0.30
0
0.00 (Note 10) None Chairman Alex
Hsia
Spouse
Supervisor R.O.C Alex Liou Male 2014. 06.19 3 years 2014. 06.19
1,203
0.00
350,142
0.13 7,000 0.00 0 0.00 (Note 11) None None None None
  • Note 1: Shareholding when elected is calculated based on 394,158,321 shares issued on June 19, 2014. Due to the capital decrease of 30% by cash on October 7, 2014, current shareholding is calculated based on 273,908,825 shares issued after capital decrease.

Note 2: Alex Hsia: M.A. of Electronics Engineering, UCS; Vice Presiednt of Microtek Co.

Note 3: David Lin: Bachelor of Business Administration, Tam Kang University; Vice Presiednt of Microtek.

Note 4: Simon Law: M.S. of UC Berkeley; Design Manager of Xerox.

  • Note 5: Stan Hung: B.A. of TamKang University; Chairman of UMC. Other postion: Chairman and Chief Strategy Officer of UMC; Direcotr of EPISTAR Corporation, UMC Capital, and Top Taiwna Venture Capital; Chairman of UMC Investment.

  • Note 6: Jason Lin: M.A. of U. of California - Santa Barbara; President of IC Media Technology Corp.; General Manager of Philips Semiconductor.

  • Note 7: Wen-Hsieh Lai took up a post of an independent director on June 17, 2016. Experience (Education): China University of Technology; Chairman of Chieh-Cheng Engineering Co., Ltd. Other postion: Member of Remuneration Committee, Chairman of Chieh-Cheng Engineering Co., Ltd.

  • Note 8: Jaime Tang: M.A. of Indiana University; General Auditor, CFO, and Human Resources Director of Walsin Lihwa. Other position: Special Assistant of Chairman's Office, Walsin Lihwa Corp.; Convener of Remuneration Committee.

  • Note 9: Tim Liou: M.S. of UCS; Senior Engineer of IBM; Senior Engineering Advisor of Xerox. Other position: Chairman of Eastern Technologies Holding Limited, Co. and Eastech Electronics.

Note 10: Amy Chien: B.A. of TamKang Unversity; Research Assistant of University of Texas Health Science Center.

Note 11: Alex Liou: Chairman of Anchihsin Technology; Superintendent of Rongai Hospital.

  • Note 12: Sharehodling when elected includes shares in trust with the right to use.

6

Major shareholders of the institutional shareholders

April 18, 2017
Name of Institutional Shareholders Major Shareholders
Yitsang International Co., Ltd. Jingcai International Investment Co., Ltd. (64.1%) and Baiying Co., Ltd.
(35.6%)

Major shareholders of the Company’s Major Institutional Shareholders

Major shareholders of the Company’s Major Institutional Shareholders Major shareholders of the Company’s Major Institutional Shareholders
April 18,2017
Name of Institutional Shareholders Major Shareholders
Jingcai International Investment Co., Ltd. Yun-Hsing Lin and other shareholders (100%)
Baiying Co., Ltd. Jade Star Investment Co., Ltd (100%)

7

Professional Qualifications and Independence Analysis of Directors and Supervisors

April 18,2017 April 18,2017 April 18,2017 April 18,2017 April 18,2017 April 18,2017 April 18,2017 April 18,2017 April 18,2017 April 18,2017 April 18,2017 April 18,2017 April 18,2017 April 18,2017
Criteria
Name
Meet One of the Following Professional Qualification Requirements, Together with at Least Five Years
Work Experience
Independence Criteria (Note 1) Number of
Other Public
Companies in
Which the
Individual is
Concurrently
Serving as an
Independent
Director
An Instructor or Higher
Position in a Department of
Commerce, Law, Finance, Accounting,
or Other Academic Department
Related to the Business Needs of the
Company in a Public or Private Junior
College, College or
University
A Judge, Public Prosecutor, Attorney,
Certified Public Accountant, or Other
Professional or Technical
Specialist Who Has Passed a National
Examination and Been
Awarded a Certificate in a Profession
Necessary for the Business of the
Company
Have Work Experience
in the Areas of
Commerce, Law,
Finance, or Accounting,
or Otherwise Necessary
for the Business of the
Company
1 2 3 4 5 6 7 8 9 10
Chairman
Alex Hsia
0
Director
David Lin
0
Director
Simon Law
0
Director
Stan Hung
0
Director
Jason Lin
0
Independent Director
Wen- Hsieh Lai
0
Independent Director
Jaime Tang
0
Supervisor
Tim Liou
0
Supervisor
Amy Chien
0
Supervisor
Alex Liou
0

Note: Please tick the corresponding boxes that apply to the directors or supervisors during the two years prior to being elected or during the term of office.

8

  1. Not an employee of the Company or any of its affiliates.

  2. Not a director or supervisor of the Company or any of its affiliates. Not applicable in cases where the person is an independent director of the Company, its parent company, or any subsidiary in which the Company holds, directly or indirectly, more than 50% of the voting shares.

  3. Not a natural-person shareholder who holds shares, together with those held by the person’s spouse, minor children, or held by the person under others’ names, in an aggregate amount of 1% or more of the total number of outstanding shares of the Company or ranking in the top 10 in holdings.

  4. Not a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of any of the persons in the preceding three subparagraphs.

  5. Not a director, supervisor, or employee of a corporate shareholder who directly holds 5% or more of the total number of outstanding shares of the Company or who holds shares ranking in the top five holdings.

  6. Not a director, supervisor, officer, or shareholder holding 5% or more of the shares, of a specified company or institution which has a financial or business relationship with the Company.

  7. Not a professional individual who is an owner, partner, director, supervisor, or officer of a sole proprietorship, partnership, company, or institution that provides commercial, legal, financial, accounting services or consultation to the Company or to any affiliate of the Company, or a spouse thereof. These restrictions do not apply to any member of the Remuneration Committee who exercises powers pursuant to Article 7 of the “Regulations Governing the Establishment and Exercise of Powers of Remuneration Committees of Companies whose Stock is Listed on the TWSE or Traded on the TPEx”.

  8. Not having a marital relationship, or a relative within the second degree of kinship to any other director of the Company.

  9. Not been a person of any conditions defined in Article 30 of the Company Act.

  10. Not a governmental, juridical person or its representative as defined in Article 27 of the Company Act.

9

3.2.2 Management Team

3.2.2 Management Team 3.2.2 Management Team 3.2.2 Management Team 3.2.2 Management Team 3.2.2 Management Team
April 18,2017
Title Nationality/C
ountry of
Origin
Name Gender Date
Effective
Shareholding Spouse & Minor
Shareholding
Shareholding
by Nominee
Arrangement
Education/Experience Other Position Managers who are Spouses or
within Two Degrees of Kinship
Shares % Shares % Shares % Title Name Relation
CEO R.O.C. Alex Hsia Male 1996.12.28 757,934 0.28
943,051
0.34
0
0.00
M.A. of Electronics Engineering, UCLA;
V.P. of Microtek Co.
Executive
Director of
Altek System
(Kunshan) Co.,
Ltd.
None None None
VP R.O.C. Rick
Han
Male 2010.04.13 234,747 0.09
0
0.00
0
0.00
B.S. of National Taiwan University of
Science and Technology;
V.P. of Ulead Co.
None None None None
VP R.O.C. Vincent
Kao
Male 2014.11.10 1,747 0.00
707
0.00
0
0.00
B.A. of National Taiwan University;
Deputy of A.V.P., of Teco Image
System
Director of
Altek Japan
None None None
VP R.O.C. Kenny
Li
Male 2014.11.10 0 0.00
0
0.00
0
0.00
M.S. of National Chiao Tung University;
Special Assistant of Quanta Computer
None None None None
VP R.O.C. Morgan
Chiu
Male 2014.11.10 133,017 0.05
0
0.00
0
0.00
M.B.A. of National Central University;
A.V.P. of Lite-on IT Corporation
None None None None
VP R.O.C. Belle Liang Female 2017.01.25 20,000 0.00
0
0.00
0
0.00
Finance, National Taiwan University;
Special Assistant for Chairman of THSR
Corporation
Independent
Director of
eGalax_eMPIA
Technology
Inc.
None None None
Accounting
Manager
R.O.C. Seiko Chen Female 2017.03.27 0 0.00
0
0.00
0
0.00 B.A. of TamKang University;
Senior Manager of Coretronic Corp.
None None None None

10

3.2.3 Remuneration of Directors, Supervisors, President, and Vice President

Remuneration of Directors

Unit: NT$ thousand; Dec. 31, 2016

Remuneration of Directors Remuneration of Directors Remuneration of Directors Remuneration of Directors Remuneration of Directors Remuneration of Directors Remuneration of Directors Remuneration of Directors (%) (%)
Base Compensation (A) Severance Pay (B) Bonus to
Directors (C) (Note 3)
Allowances (D)
Title Name All
Comanies
All
Comanies in
All
Comanies in
All
Comanies in
All Companies in
The Company p
in the
Consolidated
Financial
Statements
The
Company
p
the
Consolidated
Financial
Statements
The Company p
the
Consolidated
Financial
Statements
The Company p
the
Consolidated
Financial
Statements
The Company the
Consolidated
Financial
Statements
Chairman Alex Hsia 0 0 0 0 793 793 410 410 2.24 2.24
Representative
Director
Steve Shyr
(Note 1)
Representative
Director
David Lin
(Note1)
Representative
Director
Simon Law
Director Stan Hung
Director Jason Lin
Independent
Director
Jaime Tang
Independent
Director
Wen-Hsieh Lai
(Note 2)
Director Yitsang International
Co., Ltd.(Note 6)
0 0 0 0 397 397 0 0 0.74 0.74

11

Title Name Relevant Remuneration Received by Directors Who are Relevant Remuneration Received by Directors Who are Relevant Remuneration Received by Directors Who are Relevant Remuneration Received by Directors Who are Also Employees Also Employees Also Employees Also Employees Ratio of Total Remuneration
(A+B+C+D) to Net Income (%)
Ratio of Total Remuneration
(A+B+C+D) to Net Income (%)
Salary, Bonuses and Allowances
(E) (Note 4)
Severance Pay (F) Profit Sharing-Employee Bonus
(G) (Note 3)
The Company All Companies
in the
Consolidated
Financial
Statements
The Company All Companies
in the
Consolidated
Financial
Statements
The Company All Companies
in the
Consolidated
Financial
Statements
The Company All Companies
in the
Consolidated
Financial
Statements
Cash Stock Cash Stock
Chairman Alex Hsia 10,504 21,356 131 323 0 0 0 0 22.00 42.53
Representative
Director
Steve Shyr
(Note 1)
Representative
Director
David Lin
(Note1)
Representative
Director
Simon Law
Director Stan Hung
Director Jason Lin
Independent
Director
Jaime Tang
Independent
Director
Wen-Hsieh Lai
(Note 2)
Director Yitsang International
Co., Ltd.(Note 6)
0 0 0 0 0 0 0 0 0.74 0.74

Note 1: Yitsang International Co., Ltd. reappointed David Lin as Director on March 19, 2016.

Note 2: Took up the post of an independent director on June 17, 2016.

Note 3: The earnings distribution of Year 2016 is subject to approval of the shareholders’ meeting to be held on June 16, 2017.

Note 4: Salary, bonuses and allowances include employee stock option certificates and restricted stock award shares recognized by share-based payment in accordance with IFRS2.

Note 5: No Remuneration is from invested companies except for those companies in the consolidated financial statements.

Note6: Yitsang International Co., Ltd that has had an average ratio of share pledging in excess of 50 percent in any 3 months in 2016 shall disclose the remuneration.

12

Range of Remuneration

Range of Remuneration Name of Directors Name of Directors Name of Directors Name of Directors
Total of (A+B+C+D) Total of (A+B+C+D+E+F+G)
The Company Companies in the
Consolidated Financial
Statements
The Company Companies in the
Consolidated Financial
Statements
Under NT$ 2,000,000 Alex Hsia, Steve Shyr,
Yitsang International Co., Ltd.,
David Lin, Simon Law, Stan Hung,
Jason Lin, Jaime Tang, and
Wen-Hsieh Lai
Alex Hsia, Steve Shyr,
Yitsang International Co., Ltd.,
David Lin, Simon Law, Stan
Hung, Jason Lin, Jaime Tang,
and Wen-Hsieh Lai
Steve Shyr,
Yitsang International Co., Ltd.,
David Lin, Simon Law, Stan Hung,
Jason Lin, Jaime Tang, and
Wen-Hsieh Lai
Steve Shyr,
Yitsang International Co., Ltd.,
Simon Law, Stan Hung, Jaime
Tang, and Wen-Hsieh Lai
NT$2,000,001 ~ NT$5,000,000 David Lin
NT$5,000,001 ~ NT$10,000,000 Alex Hsia Alex Hsia and Jason Lin
Over NT$10,000,000
Total 9 9 9 9

13

Remuneration of Supervisors

Unit: NT$ thousand; Dec. 31, 2016

Title Name Remuneration Remuneration Ratio of Total Remuneration
(A+B+C) to Net Income (%)
Ratio of Total Remuneration
(A+B+C) to Net Income (%)
Base Compensation (A) Bonus to Supervisors (B) (Note 1) Allowances (C)
The
Company
Companies in the
Consolidated
FinancialStatements
The
Company
Companies in the
Consolidated
FinancialStatements
The
Company
Companies in the
Consolidated
FinancialStatements
The
Company
Companies in the
Consolidated
FinancialStatements
Supervisor Tim Liou 0 0 198 198 40 40 0.44 0.44
Supervisor Amy Chien 0 0 198 198 40 40 0.44 0.44
Supervisor Alex Liou 0 0 198 198 40 40 0.44 0.44

Note 1: The earnings distribution of Year 2016 is subject to approval of the shareholders’ meeting to be held on June 16, 2017.

Note 2: No Remuneration is from invested companies except for those companies in the consolidated financial statements.

Range of Remuneration Range of Remuneration
Range of Remuneration Name of Supervisors
Total of(A+B+C)
The Company Companies in the Consolidated Financial Statements
Under NT$2,000,000 Tim Liou,AmyChien,and Alex Liou Tim Liou,AmyChien,and Alex Liou
NT$2,000,001 ~ NT$5,000,000
NT$5,000,001 ~ NT$10,000,000
Over NT$10,000,000
Total 3 3

14

Remuneration of the President and Vice President

Unit: NT$thousand;Dec. 31,2016 Unit: NT$thousand;Dec. 31,2016 Unit: NT$thousand;Dec. 31,2016 Unit: NT$thousand;Dec. 31,2016 Unit: NT$thousand;Dec. 31,2016 Unit: NT$thousand;Dec. 31,2016
Title Name Salary (A) (Note 1) Severance Pay (B) Bonuses and
Allowances (C)
Profit Sharing-Employee Bonus
(D) (Note 2)
Ratio of Total
Compensation
(A+B+C+D) to Net
Income(%)
The
Company
Companies
in the
Consolidate
d
Financial
Statements
The
Company
Companies in
the
Consolidated
Financial
Statements
The
Company
Compani
es in the
Consolid
ated
Financial
Stateme
nts
The Company Companies in
the
Consolidated
Financial
Statements
The
Company
Compani
es in the
Consolid
ated
Financial
Stateme
nts
Cash Stock Cash Stock
CEO Alex Hsia 23,765 31,685 566 749 2,587 4,715 0 0 0 0 50.03 69.05
SVP Jason Lin
SVP Steve Shyr(Note 3)
SVP David Lin(Note 4)
SVP DougFranz(Note 5)
VP Jack Lee(Note 6)
VP Rick Han
VP Vincent
Kao
VP Morgan
Chiu
VP KennyLi
VP AmyYang

Note 1: Salary includes employee stock option certificates and restricted stock award shares recognized by share-based payment in accordance with IFRS2.

Note 2: The earnings distribution of Year 2016 is subject to approval of the shareholders’ meeting to be held on June 16, 2017. Note 3: Steve Shyr discharged on March 19, 2016. The information disclosed above is as of his last day as SVP Note 4: David Li discharged on February 20, 2016. The information disclosed above is as of his last day as SVP. Note 5: Doug Franz discharged on April 15, 2016. The information disclosed above is as of his last day as SVP. Note 6: Jack Lee discharged on April 15, 2016. The information disclosed above is as of his last day as VP. Note 7: No Remuneration is from invested companies except for those companies in the consolidated financial statements.

15

Range of Remuneration

Range of Remuneration Name of President and Vice President Name of President and Vice President
The Company Companies in the Consolidated
Financial Statements
Under NT$ 2,000,000 David Lin, Steve Shyr, Jack Lee, Doug Franz, Shu-Chen Yang,
and Jason Lin

David Lin, Steve Shyr, Jack Lee, Doug Franz, and Shu-Chen Yang
NT$2,000,001 ~ NT$5,000,000 Rick Han,Vincent Kao,Morgan Chiu,and KennyLi Rick Han,Vincent Kao,Morgan Chiu,and KennyLi
NT$5,000,001 ~ NT$10,000,000 Alex Hsia Alex Hsia and Jason Lin
Over NT$10,000,001 ~ NT$15,000,000
Total 11 11

Profit Sharing-Employee Bonus

Profit Sharing-Employee Bonus Profit Sharing-Employee Bonus Profit Sharing-Employee Bonus
Unit: NT$thousand;Dec. 31,2016
Title Name Employee Bonus in Stock Employee Bonus in Cash Total Ratio of Total Amount to
Net Income(%)
CEO Alex Hsia 0 0 0 0
VP Rick Han
VP Vincent Kao
VP Morgan Chiu
VP Kenny Li

Note: The earning distribution of Year 2016 is subject to approval of the shareholders’ meeting to be held on June 16, 2017.

16

3.2.4 Comparison of Remuneration for Directors, Supervisors, Presidents and Vice Presidents in the Most Recent Two Fiscal Years and Remuneration Policy for Directors, Supervisors, Presidents and Vice Presidents

A.The ratio of total remuneration paid by the Company and by all companies included in the consolidated financial statements for the two most recent fiscal years to directors, supervisors, presidents and vice presidents of the Company, to the net income

Title 2015 2015 2016 (Note 1) 2016 (Note 1)
The Company Companies in the Consolidated
Financial Statements
The Company Companies in the Consolidated
Financial Statements
Directors 13.94% 22.06% 55.60% 80.41%
Supervisors
Presidents and
Vice Presidents

Note 1: The earnings distribution of Year 2016 is subject to approval of the shareholders’ meeting to be held on June 16, 2017.

Explanation: The ratio of total remuneration paid to directors, supervisors, presidents and vice presidents of the Company, to the net income in 2016 is higher than that in 2015 due to a lower profit in 2016.

17

B. The policies, standards, and portfolios for the payment of remuneration, the procedures for determining remuneration, and the correlation with business performance

business performance business performance business performance
Directors and Supervisors Payment Policy for Presidents and Vice
Presidents
Compensation Policy for Directors and
Supervisors
Remuneration Policy for Directors and
Supervisors
Allowance Policy for Directors and
Supervisors
According to the Articles of Incorporation, if
the Company has earnings after the annual
final accounts, after paying profit-seeking
income tax as well as making up losses of
the previous years, the Company shall first
set aside ten percent (10%) of said earnings
as legal reserve. Thereafter, the Company
shall set aside or reverse a special reserve in
accordance with the Securities and
Exchange Act. 2% of balance of the earnings
shall be distributed as compensation to the
Directors and
Supervisors.
The remuneration is paid for the services
Directors and Supervisors provided to the
Company subject to Article 21 of the
Articles of Incorporation. The
remuneration is measured based on the
personal achievements, contribution and
participation made to the business
operation with reference to the normal
standard of the industry.
The Company may pay the
allowance with reference to the
normal standard of the industry
and subject to the attendance rate.
(1) The Company has set up the
Remuneration Committee in 2011 to
evaluate the individual performance and
enact the policies, standards and portfolios
for the payments.
(2) The payment portfolios include salary,
bonus and compensation. The payment will
be distributed according to the individual
experience, contribution and performance
as well as the liability burdened with
reference to the normal standard of the
industry.

18

3.3 Implementation of Corporate Governance

3.3.1 Board of Directors

A total of 5 meetings of the Board of Directors were held in 2016.

The attendance of director and supervisor were as follows:

Title Name Attendance in
Person
By Proxy Attendance Rate (%)
Chairman Alex Hsia 5 0 100%
Director Yitsang International Co., Ltd.
Representative: Steve Shyr(Note 1)
1 0 100%
Director Yitsang International Co., Ltd.
Representative: David Lin(Note 1)
4 0 100%
Director Yitsang International Co., Ltd.
Representative: Simon Law
5 0 100%
Director Jason Lin 4 0 80%
Director Stan Hung 0 5 0%
Independent
Director
Wen-Hsieh Lai (Note 2) 2 0 67%
Independent
Director
Jaime Tang 3 0 60%
Other mentionable items:
1. If there are circumstances referred to in Article 14-3 of the Securities and Exchange Act (details as below)
and resolutions of the directors’ meetings objected to by independent directors or subject to qualified opinion
and recorded or declared in writing, the dates of the meetings, sessions, contents of motion, all independent
directors’ opinions and the company’s response should be specified: None.
2. If there are directors’ avoidance of motions in conflict of interest, the directors’ names, contents of motion,
causes for avoidance and voting should be specified: None.
3. Measures taken to strengthen the functionality of the board: The Board of Directors has established a
Remuneration Committee to assist the board in carryingout its various duties.

Note 1:Yitsang International Limited Company reappointed David Lin as Director on March 19, 2016. Note 2: Wen-Hsieh Lai took up a post of the independent director on June 17, 2016.

Circumstances referred to in Article 14-3 of the Securities and Exchange Act:

BOD Date BOD Resolutions The processing when Independent directors
hold the dissenting opinion or the reservation,
and the corporate handling the Independent
director’s opinion
2016.03.18 Approval of the issuance of
Restricted Employee Shares and the granted
employees’ list.
None
2016.03.18 Approval of amendments to the Procedures
for Acquisition or Disposal of Assets.
None
2016.03.18 Approval of issuance of new common shares
in private placement and/or issuance of
domestic or overseas convertible bonds in
private placement.
None
2016.05.05 Approval of the issuance of
Restricted Employee Shares and the granted
employees’ list.
None
2016.06.17 Approval of appointment of VP Amy Yang as
the head of accountingand finance.
None
2016.08.12 Approval of appointment of Manager Eva
Liangas the head of internal audit.
None

19

  • 3.3.2 Audit Committee: The Audit Committee will be established according to regulations after the shareholders’ meeting to be held in 2017.

  • 3.3.3 Attendance of Supervisors at Board Meetings

A total of 5 meetings of the Board of Directors were held in 2016. The attendance of supervisors was as follows:

Title Name Attendance in Person Attendance Rate (%)
Supervisor Tim Liou 4 80%
Supervisor Amy Chien 4 80%
Supervisor Alex Liou 4 80%
Other mentionable items:
1. Composition and responsibilities of supervisors:
(1) Communications between supervisors and the Company's employees and shareholders (e.g.
communication channels and methods, etc.): The supervisors may directly communicate with
employees and shareholders if needed.
(2) Communications between supervisors and the Company's chief internal auditor and CPA (e.g. items,
methods and results of the audits of corporate finance or operations, etc.):
A. Communications with the chief internal auditor: The company chief internal auditor summits the audit
reports to supervisors every month. The supervisors have no opposite opinions on the reports.
B. The chief internal auditor attends the board meeting to brief the audit findings. The supervisors have
no opposite opinions on the reports.
C. Communications with the CPA: CPAs communicate with Directors and Supervisors before submission of
financial statements.
2. If a supervisor expresses an opinion during a meeting of the Board of Directors, the dates of the meetings,
sessions, contents of motion, resolutions of the directors’ meetings and the company’s response to the
supervisor’s opinion should be specified: None.

20

3.3.4 Corporate Governance Implementation Status and Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies”

Assessment Item Status of Operation Deviations from “the
Corporate Governance
Best-Practice Principles
for TWSE/TPEx Listed
Companies” and
Reasons
Yes No Summary
1. Does Company follow
“Taiwan Corporate
Governance
Implementation” to
establish and disclose its
corporate governance
practices?
V 1. The Board of Directors
has established theCode
of Best Practice. All
operations are performance
in accordance with the
Code. Up to now, there is no
significant difference.
None.
2. Shareholding Structure &
Shareholders’ Rights
(1) Does Company have
Internal Operation
Procedures for handling
shareholders’ suggestions,
concerns, disputes and
litigation matters. If yes,
has these procedures
been implemented
accordingly?
(2) Does Company possess a
list of major shareholders
and beneficial owners of
these major
shareholders?
(3) Has the Company built and
executed a risk
management system and
“firewall” between the
Company and its
affiliates?
V
V
V
(1) The Company has set up
the spokesperson and
deputy spokesperson to
handle shareholders’
suggestions or concerns.
The Company has
entrusted the Stock
Transfer Agent and has
set up the website to
handle shareholders’
suggestions or disputes.
(2) The Company reported the
changes in the data in
accordance with related
laws.
(3) The Company and its
affiliates perform the
operations and financial
affairs independently. The
Company has set up the
written regulations to
control financial and
operational information.
None.
None.
None.

21

Assessment Item Status of Operation Deviations from “the
Corporate Governance
Best-Practice Principles
for TWSE/TPEx Listed
Companies” and
Reasons
Yes No Summary
(4) Has the Company
established internal rules
prohibiting insider trading
on undisclosed
information?
V (4) The Company has set up
the procedures for
handling material Inside
Information to avoid the
improper leakage of
information and to
establish proper
information handling and
disclosure mechanisms, so
as to ensure the
consistence and
correctness of publication.
The regulations are
disclosed on the
Company’s website.
None.
3. Composition and
Responsibilities of the Board
of Directors
(1) Has the Company
established a diversification
policy for the composition
of its Board of Directors and
has it been implemented
accordingly?
V (1) The Company’s Board of
Directors consists of
experts that are
well-experienced,
equipped with
knowledge, skills, and
literacy in diverse fields,
and able to provide
professional opinions
from different
perspectives. The
Company has established
the Corporate Social
Responsibility (CSR) Code
of Practice and
considered the
Company’s operations,
operating model, and
development in respect
of the composition of the
None.

22

Assessment Item Status of Operation Status of Operation Status of Operation Deviations from “the
Corporate Governance
Best-Practice Principles
for TWSE/TPEx Listed
Companies” and
Reasons
Yes No Summary
Board of Directors.
Currently, among 7
directors, one is female.
Directors have diverse
backgrounds, from
marketing, R&D,
management in the
electronics industry, to
accounting, internal
audit, and business
administration in other
industries, fully reflecting
the diversification policy
for the composition of
the Board of Directors.
(2) Other than the
Compensation Committee
and the Audit Committee
which are required by law,
does the Company plan to
set up other Board
committees?
(3) Has the Company
established methodology
for evaluating the
performance of its Board
of Directors, on an annual
basis?
(4) Does the Company
regularly evaluate its
external auditors’
independence?
V V
V
(2) The Company has
established the
Compensation Committee
and will establish the
Audit Committee in 2017.
Other board committees
will be set up based on
the scale of operations
and business needs.
(3) The Board of Directors
performs its duties in
accordance with related
laws and regulations. In
the future, the Company
will set up the regulations
governing the evaluation
of the board performance
based on the actual
needs.
(4) The Company evaluates
the independence of its
CPAs annually and reports
to the Board of Directors
Same as explanation.
Same as explanation.
None.

23

Assessment Item Status of Operation Status of Operation Status of Operation Deviations from “the
Corporate Governance
Best-Practice Principles
for TWSE/TPEx Listed
Companies” and
Reasons
Yes No Summary
based on the Integrity,
Objectivity, and
Independence of the Code
of Ethics Professional
Accountants Bulletin
No.10 promulgated by
Taiwan CPA.
4. Does the Company
established a full- (or part-)
time corporate governance
unit or personnel to be in
charge of corporate
governance affairs
(including but not limited to
furnish information
required for business
execution by directors,
handle matters relating to
board meetings and
shareholders’ meetings
according to laws, handle
corporate registration and
amendment registration,
produce (or record?)
minutes of board meetings
and shareholders meetings,
etc.
V The Company has appointed
Finance Division as the
full-time corporate
governance unit to be in
charge of corporate
governance affairs.
None.
5. Has the Company
established a means of
communicating with its
Stakeholders (including but
not limited to shareholders,
employees, customers,
suppliers, etc.) or created a
Stakeholders Section on its
Company website? Does
the Company respond to
stakeholders’ questions on
corporate responsibilities?
V Depending on different
situations, the Company
appoints the spokesperson,
deputy spokesperson, or
stock transfer unit to
communicate with
stakeholders. The contact
information of the
spokesperson, deputy
spokesperson, and related
business units is disclosed on
the Company’s website.
None.

24

Assessment Item Status of Operation Status of Operation Status of Operation Deviations from “the
Corporate Governance
Best-Practice Principles
for TWSE/TPEx Listed
Companies” and
Reasons
Yes No Summary
6. Has the Company
appointed a professional
registrar for its
Shareholders’ Meetings?
V The Company has appointed a
Stock Transfer Agent to
handle related affairs based
on actual needs.
None.
7. Information Disclosure
(1) Has the Company
established a corporate
website to disclose
information regarding its
financials, business and
corporate governance
status?
(2) Does the Company use
other information
disclosure channels (e.g.
maintaining an
English-language website,
designating staff to
handle information
collection and disclosure,
appointing
spokespersons,
webcasting investor
conference etc.)?
V
V
(1) The Company has
established a corporate
website
(http://www.altek.com.tw)
to disclose information
regarding its financials,
business and corporate
governance status.
(2) The Company maintains a
multi-language website
(Traditional Chinese,
Simplified Chinese and
English), designates the
staff to handle
information collection
and disclosure, and
appoints the
spokesperson. The
Company also sets up its
news contact and IC
contact information on
the website to provide
the latest news and
channels of
communication. After the
investor conference is
held, the audio/video
information will be
disclosed on the website.
None.
None.
8. Has the Company disclosed
other information to
facilitate a better
understandingof its
V For more information on
employee rights, employee
wellness, investor relations,
supplier relations,rights of
None.

25

Assessment Item Status of Operation Deviations from “the
Corporate Governance
Best-Practice Principles
for TWSE/TPEx Listed
Companies” and
Reasons
Yes No Summary
corporate governance
practices (e.g. including but
not limited to employee
rights, employee wellness,
investor relations, supplier
relations, rights of
stakeholders, directors’
training records, the
implementation of risk
management policies and
risk evaluation measures,
the implementation of
customer relations policies,
and purchasing insurance
for directors)?
stakeholders, directors’
training records, and
purchasing insurance for
directors, please refer to Page
42.
9.The improvement status for
the result of Corporate
Governance Evaluation
announced by Taiwan Stock
Exchange
V 1.The Company has
reinforced the contents of
the corporate website to
increase information
transparency.
2.Improvements have been
made based on the
requirements of the
competent authority.
None.

26

3.3.5 Composition, Responsibilities and Operations of the Remuneration

Committee

A. Professional Qualifications and Independence Analysis of Remuneration Committee Members

Title Criteria
Name
Meet One of the Following Professional Qualification Requirements,
Together with at Least Five Years’ Work Experience
Meet One of the Following Professional Qualification Requirements,
Together with at Least Five Years’ Work Experience
Meet One of the Following Professional Qualification Requirements,
Together with at Least Five Years’ Work Experience
Independence Criteria (Note 1) Independence Criteria (Note 1) Independence Criteria (Note 1) Independence Criteria (Note 1) Independence Criteria (Note 1) Independence Criteria (Note 1) Independence Criteria (Note 1) Independence Criteria (Note 1) Number of
Other Public
Companies in
Which the
Individual is
Concurrently
Serving as a
Remuneration
Committee
Member
An Instructor or Higher
Position in a
Department of
Commerce, Law,
Finance,Accounting, or
Other Academic
Department
Related to the Business
Needs of the Company
in a Public or Private
Junior College, College
or University
A Judge,
Public Prosecutor,
Attorney,
Certified Public
Accountant, or Other
Professional or Technical
Specialist Who Has
Passed a National
Examination and Been
Awarded a Certificate in
a Profession Necessary
for the Business of the
Company

Have Work Experience
in the Areas of
Commerce, Law,
Finance, or Accounting,
or Otherwise Necessary
for the Business of the
Company
1 2 3 4 5 6 7 8
Independent
Director
Jaime Tang 0
Independent
Director
Wen-Hsieh Lai 0
Committee
Member
Sophia Chen 0

Note 1: Please tick the corresponding boxes that apply to a member during the two years prior to being elected or during the term(s) of office.

  • (1) Not an employee of the Company or any of its affiliates.

  • (2) Not a director or supervisor of affiliated companies. Not applicable in cases where the person is an independent director of the parent company, or any subsidiary set up in accordance with the act or local laws.

  • (3) Not a natural-person shareholder who holds shares, together with those held by the person’s spouse, minor children, or held by the person under others’ names, in an aggregate amount of 1% or more of the total number of outstanding shares of the Company, or ranking in the top 10 in holdings.

  • (4) Not a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of any of the persons in the preceding three sub-paragraphs.

  • (5) Not a director, supervisor, or employee of a corporate shareholder who directly holds 5% or more of the total number of outstanding shares of the Company, or who

27

holds shares ranking in the top five holdings.

  • (6) Not a director, supervisor, officer, or shareholder holding 5% or more of the shares of a specified company or institution which has a financial or business relationship with the Company.

  • (7) Not a professional individual, who is an owner, partner, director, supervisor, or officer of a sole proprietorship, partnership, company, or institution that provides commercial, legal, financial, accounting services or consultation to the Company or to any affiliate of the Company, or a spouse thereof.

  • (8) Not a person of any conditions defined in Article 30 of the Company Act.

B. Attendance of Members at Remuneration Committee Meetings

There are 3 members in the Remuneration Committee with term from June 19[th] , 2014 to June 18[th] , 2017. A total of 2 meetings of the Remuneration Committee were held in 2016. The attendance record of the Remuneration Committee members was as follows:

Title Name Attendance in
Person
By Proxy Attendance Rate (%)
Convener Jaime Tang 2 0 100%
Committee Member Sophia Chen 2 0 100%
Committee Member James Huang (Note 1) 1 0 100%
Committee Member Wen-Hsieh Lai(Note 1) 1 0 100%
Other mentionable items:
1. If the Board of Directors declines to adopt or modifies a recommendation of the Remuneration Committee, it should specify the date of the meeting, session, content of
the motion, resolution by the Board of Directors, and the Company’s response to the Remuneration Committee’s opinion (eg., the remuneration passed by the Board of
Directors exceeds the recommendation of the Remuneration Committee, the circumstances and cause for the difference shall be specified): None.
2. Resolutions of the Remuneration Committee objected to by members or subject to a qualified opinion and recorded or declared in writing, the date of the meeting,
session,content of the motion,all members’ opinions and the response to members’ opinion should be specified: None.

Note 1: James Huang resigned on June 17, 2016 and Independent Director Wen-Hsieh Lai was appointed by the Board of Directors to be a member of the Remuneration Committee on the same day.

28

3.3.6 Social Responsibility Implementation Status as Required by the Taiwan Financial Supervisory Commission

Supervisory Commission
Assessment Item Implementation Status Deviations from “the
Corporate Social
Responsibility
Best-Practice Principles for
TWSE/TPEx Listed
Companies” and Reasons
Yes No Summary
1. Implementation of Corporate
Governance
(1) Does the Company have a corporate
social responsibility policy and
evaluate its implementation?
(2) Does the Company hold regular CSR
training?
(3) Does the Company have a dedicated
(or ad-hoc) CSR organization with
Board of Directors authorization for
senior management, which reports to
the Board of Directors?
(4) Does the Company set a reasonable
compensation policy, integrate
employee appraisal with CSR policy,
and set clear and effective incentive
and disciplinary policies?
V
V
V
V
(1) The Company has established
the Corporate Social
Responsibility (CSR) Code of
Practice and pays close
attention to the
development and changes of
international CSR systems.
(2) The Company holds CSR
training from time to time.
(3) The CEO Office is the
dedicated CSR unit
responsible to propose and
execute the CSR policies or
systems.
(4) The Company refers to the
professional salary surveys,
integrates employee
appraisal with CSR policy,
and implements the
performance evaluation
systems and incentive and
disciplinary policies on a
regular basis.

None.
None.
None.
None.
2. Environmentally Sustainable
Development
(1) Is the Company committed to
improving resource efficiency and to
the use of renewable materials with
low environmental impact?
(2) Has the Company set an
Environmental management system
designed from its industry
V
V
(1) The Group adopts the ERP
system and electronic
approval system to reduce
printed mails and official
letters. The messages and
policies are announced via
E-mail to reduce paper
consumption.
(2) The Company mainly
provides customers with
imagingsolutions,which
None.
None.

29

Assessment Item Implementation Status Deviations from “the
Corporate Social
Responsibility
Best-Practice Principles for
TWSE/TPEx Listed
Companies” and Reasons
Yes No Summary
characteristics? cause no waste or pollution.
All products are
manufactured and sold in
accordance with
environmental laws and
regulations. In addition to
obtaining ISO certification,
the Company is the green
partner of its customers.
(3) Does the Company track the impact
of climate change on operations,
carry out greenhouse gas inventories,
and set energy conservation and
greenhouse gas reduction strategy
V (3) The Company implements
energy-saving policies and
green procurement
voluntarily and continuously
pays close attention to its
impact on environmental
changes and sets up
strategies for
environmental protection.
None.
3. Promotion of Social Welfare
(1) Does the Company set policies and
procedures in compliance with
regulations and internationally
recognized human rights principles?
(2) Has the Company established
appropriately managed employee
appeal procedures?
(3) Does the Company provide
employees with a safe and healthy
working environment, with regular
safety and health training?
V
V
V
(1) The
Company promotes
policies,
communicates
with
employees
openly,
and abides by labor-related
laws and regulations to
protect employees’ rights
and interests.
(2)The employee mailbox is set
up as a channel of
communication
([email protected])
between the Company and
employees.
(3)The Company holds the
employee health check,
occupational safety and
health seminars, and fire
management training
annually to improve the
safety and health
performance. The Company
also organizes various
training programs to
improve employees’
None.
None.
None.

30

Assessment Item Implementation Status Deviations from “the
Corporate Social
Responsibility
Best-Practice Principles for
TWSE/TPEx Listed
Companies” and Reasons
Yes No Summary
response to emergency and
awareness of occupational
safety.
(4) Has the Company established a
mechanism for regular
communication with employees and
use reasonable measures to notify
employees of operational changes
which may cause significant impact
to employees?
(5) Has the Company established
effective career development
training plans?
(6) Has the Company set polices and
consumer appeal procedures in its
R&D, purchasing, production,
operations, and service processes?
(7) Does the Company follow regulations
and international standards in the
marketing and labelling of its
products and services?
V
V
V
V
(4)The Company has
established the Working
Rules based on the Labor
Standards Act and reported
to the Science Park Bureau.
The Company also holds
employee communication
meetings from time to time
to facilitate communication.
Subsidiaries in mainland
China have established
mechanisms for
communication with
employees based on local
laws and labor contracts.
(5)The Company has set up the
complete career
development training
system, such as the annual
training plan that contains
the development priorities
and the organization’s
focuses, to maximize the
effect of training for
individuals, business
operations, and the
organization.
(6)The Customer Service
Department has been
established to provide
immediate services for
customers.
(7)As the Company’s
customers are international
manufacturers, the
Company provides products
and services in accordance
with related international
regulations and standards.
None.
None.
None.
None.

31

Assessment Item Implementation Status Implementation Status Implementation Status Deviations from “the
Corporate Social
Responsibility
Best-Practice Principles for
TWSE/TPEx Listed
Companies” and Reasons
Yes No Summary
(8) Does the company evaluate
environmental and social track
records before engaging with
potential suppliers?
(9) Does the Company’s contracts with
major suppliers include termination
clauses if they violate CSR policy and
cause significant environmental and
social impact?
V
V
(8)Under the same conditions
of the transactions, the
Company selects suppliers
fulfilling environmental
protection and social
responsibilities.
(9)According to the Supplier
Management Procedures
and the Regulations
Governing Management of
Environmental Substances,
the Company requests its
partners to abide by related
international laws and
regulations, the
requirements of the world’s
top manufacturers (RoHS,
REACH, and GP), and the
commitment to corporate
social responsibility, so as to
facilitate environmental
protection, labor rights and
ethics, health and safety,
risk management, and the
code of ethics.
None.
None.
4. Enhanced Information Disclosure
Does the Company disclose relevant
and reliable CSR information on its
website and the Taiwan Stock
Exchange website?
V The Company has disclosed
information on business and
financial affairs and
corporate activities on its
website from time to time.
None.
5. If the company has established its corporate social responsibility code of practice according to “Listed
Companies Corporate Social Responsibility Code of Practice,” please describe the operational status and
differences.
The Company has established the Corporate Social Responsibility (CSR) Code of Practice and has disclosed the
Code on the website. We will implement the corporate social responsibility gradually to promote economic,
social, and environmental balance and development.
6. Other important information to facilitate better understanding of the company’s implementation of corporate
social responsibility:
Corporate social responsibility (CSR) is the combination of economic, legal, and ethical responsibilities.
Upholding the business philosophy of integrity, the Company values human rights and employees’ rights,
improves financial disclosure and transparency, enhances communication with stakeholders, protects
consumers’ rights, maintains fair competition, and strengthen anti-bribery and anti-corruption practice. The
Company also establishes the Altek Charity Fund to care for the socially disadvantaged.
  1. Other important information to facilitate better understanding of the company’s implementation of corporate social responsibility:

  2. Corporate social responsibility (CSR) is the combination of economic, legal, and ethical responsibilities. Upholding the business philosophy of integrity, the Company values human rights and employees’ rights, improves financial disclosure and transparency, enhances communication with stakeholders, protects consumers’ rights, maintains fair competition, and strengthen anti-bribery and anti-corruption practice. The Company also establishes the Altek Charity Fund to care for the socially disadvantaged.

32

Deviations from “the Corporate Social Implementation Status Responsibility Assessment Item Best-Practice Principles for TWSE/TPEx Listed Yes No Summary Companies” and Reasons

  1. Other information regarding “Corporate Responsibility Report ” which is verified by certifying bodies: The Company has obtained the following certification:  ISO9001  ISO14001  ISO13485  OHSAS1800  ISO/TS16949  Sony Green Partner Certification

33

  • A. Developing the Sustainable Environment

  • (1) The environmental safety and health unit is responsible to promote the Company’s environmental protection and the safety and health management.

  • (2) Taking measures for environmental and health management, the Company aims to maintain a comfortable, healthy, and safe workplace in accordance with related safety and health policies.

  • (3) The Company reviews the legal compliance regularly in accordance with waste management regulations.

  • (4) The Company implements energy-saving and carbon reduction measures to reduce GHG emissions.

  • (5) The Company, grows plants, takes utility-saving measures throughout the office, and implements waste recycling and environmentally-friendly tableware to fulfill its social responsibility.

responsibility.
Item Number of
Dedicated
Employees
Content of Work
Environment,
safety and
health
management
2 1. Maintain the office environment (cleaning, disinfection,
and pest control).
2. Carry out the inspection of the office environment to
maintain a healthy and safe workplace; report the
workplace monitoring plan and result based on the
requirements of the central competent authorities.
Waste
management
2 1. Entrust qualified waste handling companies to handle
general waste through incineration.
2. Entrust qualified waste handling institutions to remove
and handle hazardous business waste.
3. Periodically report general and hazardous business
waste online (output, removal, disposal, and temporary
storage)based on the regulations.
Energy-saving
and carbon
reduction
management
1. Promote utility saving, waste reduction, and recycling to
fulfill environmental protection and energy-saving and
carbon reduction policies.
2. Promote electronic documents and LED lighting to meet
the functional needs and the energy-saving policy.
3. Encourage employees to take public transportation to
save energy.
4. Adopt green land and grow plants to respond to
environmentalprotection.
  • (6) Request suppliers to set up the environment, safety and health management systems and audit their implementation and effectiveness from time to time.

  • (7) As a member of the R&D industry, the Company produces products without air pollution or wastewater emissions. Electronic components, plastic chassis, and waste circuit boards generated in few assembling tests are handled in accordance with waste handling principles and related environmental regulations.

34

CO2 or GHG Emission over the Past Two Years

Carbon Emission Unit: KG(K) 1,154 1,171 2015 2016

  • (8) To reduce carbon emissions and to provide a comfortable workplace, the Company grows plants in the office building, takes energy-saving and carbon reduction measures, saves water resources, implements waste recycling, and promotes environmentally-friendly tableware.

  • (9) Workplace and occupational safety and health promotion

  • a. The employee health check is carried out every year.

  • b. Physicians hold health seminars and provide consultancy every month.

  • c. The Company maintains a safe workplace in accordance with related fire regulations and holds fire training and fire drills on a regular basis.

  • d. The Company has set up the emergency response team and the first-aid team, which are responsible to facilitate administrative support and obtain first-aid resources of the science park, to respond to major disasters and reduce losses.

  • e. The Company carries out the inspection on a regular basis to maintain office and workplace safety.

  • f. The Company has set up the Environment, and Safety and Health Code of Practice to prevent occupational disasters, safeguard employees’ safety and health, and maintain the normal operation of the workplace, and further achieve corporate sustainability.

  • g. The Company carries out the facility check periodically based on the Occupational Safety and Health Act and the Safety and Health Code of Practice, such as electrical equipment, passenger and cargo lifts, air conditioning, drinking fountains, official vehicles, and fire systems.

  • h. The security, access control and monitoring system are available at the factory for 24 hours.

  • i. The Company has set up the fire protection plan and the emergency response plan, specifying the responsibilities of employees and units at all levels, to carry out the fire protection training at least twice every year as well as the CPR training.

  • j. The Company implements cleaning, disinfection, and garbage classification to avoid the growth of mosquitos and bacteria.

  • k. The Company carries out the disinfection once every quarter at the garbage storage, pantry, and kitchen; filters of drinking fountains are replaced once every month and the quality test is performed quarterly.

35

  • l. The Company has set up the contractor management regulations, which specify that contractors are required to participate in related training programs or seminars, receive the notification of any hazardous factors at workplaces before construction, and sign the Construction Safety and Health Declaration and Commitment.

B. Altek Charity Fund

Upholding the spirit of contributing to the society, the Company has established the Altek Charity Fund to promote children and youth welfare, elderly welfare, welfare for the disabled, women’s welfare, social relief, community development, social work, volunteers, and club development.

Since its establishment, the Altek Charity Fund has donated NT$3 million and hundreds of cameras to 80 institutions and thousands of beneficiaries.

  • (1) Art and Social Education

  • a. Art activities

In the Little Photographers event, Altek employees volunteered to teach children how to use the camera and keep the memory through digital imaging technology. The Altek Charity Fund sponsored Old Five Old Foundation to hold the smartphone photographer contest, “Silver Lining”, and the one-day imaging camp, which facilitated the interaction between the elderly and families.

  • b. Social education activities

Striving for the information education in rural schools, the Altek Charity Fund donated cameras to Belize Information Education Volunteer Club and Tanzania Volunteer Club of National Tsing Hua University.

  • (2) Human Care (Charity Donation)

  • a. The Altek Charity Fund donated cameras and smartphones to Child Welfare League Foundation, Taiwan Fund for Children and Families, and Chinese Chidrenhome & Shelter Association.

  • b. The Altek Charity Fund has sponsored the year-end charity activity held by cnYes for a long time. cnYes collects materials and donations and visits beneficiary institutions to deliver love.

  • c. The Altek Charity Fund made donations to the Mustard Seed Mission and St. Anne’s Home to care for the disadvantaged groups.

  • d. Emergency relief: The Altek Charity Fund made a donation to Social Affairs Bureau, Tainan City Government in response to 2016 Tainan Earthquake.

  • (3) Sports activities

The Altek Charity Fund donated camera-embedded smartphones to the ACE National Tennis Tournament-Youth Class A.

  • (4) Environmental protection

The Altek Charity Fund implemented recycling and adopted green land in Hsinchu Science Park.

36

3.3.7 Corporate Conduct and Ethics Implementation as Required by the Taiwan Financial Supervisory Commission

Supervisory Commission
Assessment Item Implementation Status Deviations from “the
Corporate Social
Responsibility
Best-Practice Principles for
TWSE/TPEx Listed
Companies” and Reasons
Yes No Summary
1. Establishment of Corporate Conduct
and Ethics Policy and
Implementation Measures
(1) Does the company have bylaws
and publicly available documents
addressing its corporate conduct and
ethics policy and measures, and the
commitment regarding
implementation of such policy from
the Board of Directors and the
management team?
(2) Does the company establish
relevant policies which are duly
enforced to prevent unethical
conduct and provide implementation
procedures, guidelines, consequence
of violation and complaint
procedures in such policies?
V
V
(1) The Board of Directors and
management perform their
duties in good faith based
on integrity and honesty.
The related policy or
system will be established
depending on business
needs or laws or
regulations.
(2) Upholding integrity,
transparency, and
accountability, the
Company has established
good mechanisms for
corporate governance and
risk management for the
purpose of creating a
sustainable business
environment. Departments
and employees perform
business activities in an
ethical, fair and transparent
way and in accordance with
the Company Act, Securities
and Exchange Act, Business
Entity Accounting Act, and
related internal control
regulations or other laws
related to business
activities, reflecting their
awareness of ethical
corporate management.
None.

None.

37

Assessment Item Implementation Status Implementation Status Implementation Status Deviations from “the
Corporate Social
Responsibility
Best-Practice Principles for
TWSE/TPEx Listed
Companies” and Reasons
Yes No Summary
(3) Does the company establish
appropriate compliance measures for
the business activities prescribed in
paragraph 2, article 7 of the Ethical
Corporate Management Best Practice
Principles for TWSE/GTSM Listed
Companies and any other such
activities associated with high risk of
unethical conduct?
V (3)The Company has
established the Procedures
for Acquisition or Disposal
of Assets and the
Procedures for Lending
Funds to Other Parties and
Endorsement & Guarantee
against activities associated
with high risks of unethical
conduct. The accounting
and internal control
systems have also been
established for internal
auditors to check the
compliance and prevent
unethical conduct.
None.
2. Ethic Management Practice
(1) Does the company assess the
ethics records of whom it has
business relationship with and
include business conduct and
ethics related clauses in the
business contracts?
(2) Does the company set up a unit
which is dedicated to or tasked
with promoting the company’s
ethical standards and reports
directly to the Board of Directors
with periodical updates on relevant
matters?
(3) Does the company establish
policies to prevent conflict of
interests, provide appropriate
communication and complaint
channels and implement such
policies properly?
V
V
V
(1) The Company performs
such operations in
accordance with related
laws and regulations.
(2) The CEO Office is the unit
which is dedicated to or
tasked with promoting the
company’s ethical
standards and reports
directly to the Board of
Directors with periodical
updates on relevant
matters.
(3) The Company’s
departments perform such
operations based on their
responsibilities and report
to the head of the
department through
e-mail.
None.
None.

None.

38

Assessment Item Implementation Status Implementation Status Deviations from “the
Corporate Social
Responsibility
Best-Practice Principles for
TWSE/TPEx Listed
Companies” and Reasons
Yes No Summary
(4) To implement relevant policies on
ethical conducts, does the
company establish effective
accounting and internal control
systems that are audited by
internal auditors or CPA
periodically?
(5) Does the company provide
internal and external ethical
conduct training programs on a
regular basis?
V
V
(4) The Company has
established effective
accounting and internal
control systems that are
audited by internal
auditors or CPA
periodically. The internal
audit results will be
reported to the Board of
Directors.
(5) The Company provides
training programs on its
operating principles from
time to time.
None.
None.
3. Implementation of Complaint
Procedures
(1) Does the company establish
specific complaint and reward
procedures, set up conveniently
accessible complaint channels, and
designate responsible individuals
to handle the complaint received?
(2)Does the company establish
standard operation procedures for
investigating the complaints
received and ensuring such
complaints are handled in a
confidential manner?
(3)Does the company adopt proper
measures to prevent a complainant
from retaliation for his/her filinga
V
V
V
(1) Employees may report to
the head of unit or CEO
directly via e-mail.
(2)The Company has set up a
reporting mailbox and
holds related documents
and data confidential. If
employees find any
violation of ethical
corporate management,
they may report to
supervisors and Audit
Office. If the violation is
verified to be true,
violators will be punished
in accordance with related
internal polices or laws.
(3)The Company holds the
entire reporting
procedures confidential to
None.
None.
None.

39

Assessment Item Implementation Status Implementation Status Implementation Status Deviations from “the
Corporate Social
Responsibility
Best-Practice Principles for
TWSE/TPEx Listed
Companies” and Reasons
Yes No Summary
complaint? prevent a complainant
from retaliation for
his/her filinga complaint.
4. Information Disclosure
Does the company disclose its
guidelines on business ethics as well
as information about
implementation of such guidelines
on its website and Market
Observation Post System
(“MOPS”)?
V The Company will disclose its
guidelines on business ethics
as well as information about
implementation of such
guidelines based on the
business needs.
Disclose based on business
needs.
5. If the company has established corporate governance policies based on TSE Corporate Conduct and Ethics
Best Practice Principles, please describe any discrepancy between the policies and their implementation:
The Company operates in good faith at all times. The Company will establish the code of best practice based
on business needs.
6. Other important information to facilitate better understanding of the company’s corporate conduct and
ethics compliance practices: As disclosed above.

40

3.3.8 Corporate Governance Guidelines and Regulations

Major Internal Policies Disclosed at
Article of Incorporation
Rules and Procedures of Shareholders’ Meeting
Rules for Election of Directors
Rules and Procedures of Board of Director Meetings
Procedures for Acquisition or Disposal of Assets
Procedures for Lending Funds to Other Parties and
Endorsement & Guarantee
Procedures for Handling Material Inside Information
Compensation Committee Charter
Code of Best Practice
Corporate Social Responsibility (CSR) Code of Practice
Regulation of the Scope and Responsibilities of
Independent Directors
Market Observation Post System/Corporate
Governance:
http://mops.twse.com.tw/mops/web/index
The Company’s Website/Investors:
http://www.altek.com.tw/zh-tw/home

3.3.9 Other Important Information Regarding Corporate Governance

The major stakeholders are listed based on the operational attributes: Employees, customers, suppliers, investors, and the media.

  • A. Employees’ rights and care

  • Based on the people-oriented management, the Company fully respects and cares for employees through providing employees’ benefits, training programs, and a better working environment; the pension system is implemented based on the Labor Pension Act and the Labor Standards Act to protect employees’ rights. The group insurance policies for employees and their family members are also planned. The employee health check is held on a regular basis.

  • B. Investor relation

The investor relation unit is set up and its contact information is disclosed on the Company’s website. The investor relation unit is responsible to handle shareholders’ suggestions and respond to investors’ questions.

  • C. Supplier relation

The Company maintains a good relationship with suppliers and take measures to reduce carbon emissions. According to the Supplier Management Procedures and the Regulations Governing Management of Environmental Substances, the Company requests its partners to abide by related international laws and regulations, the requirements of the world’s top manufacturers (RoHS, REACH, and GP), and the commitment to corporate social responsibility, so as to facilitate environmental protection, labor rights and ethics, health and safety, risk management, and the code of ethics.

41

D. Stakeholders’ rights

The Company seeks to maintain a good relationship with stakeholders as well as protects their rights through a sound communication channel. The internal major information is managed by the responsible unit and person in charge. Stakeholders may express their opinions through the spokesperson mailbox set up by the Company to safeguard their rights.

  • E. Training record of directors and supervisors in 2016: None.

  • F. Liability Insurance for directors and supervisors

Insured Insurance Company Insured
Amount
Period
All directors and
supervisors
Insurance Company
of North America
US$8 million April 30, 2017~April 30, 2018

G. Managers’ participation in training courses on corporate governance in 2016: None.

42

3.3.10 Internal Control Systems

A. Internal Control Declaration

Altek Corporation Internal Control Declaration

Date: March 27, 2017

The declaration of the internal control system from January 1, 2016 to December 31, 2016 is made below based on the result of self-inspection.

  1. The Company acknowledges that establishing, implementing, and maintain the internal control system is the responsibility of the Company’s Board of Directors and management. The Company has established the internal control system for the purpose of properly assuring the achievements of operational efficacy and efficiency (including profits, performance, and guarantee of asset safety) and reporting that reflect reliability, timeliness, and transparency as well as compliance.

  2. The internal control system has its congenital limitations; the effective internal control system, regardless how perfectly it is designed, may only provide proper assurance for the achievements of the above three goals; in addition, due to changes in the environment and the situation, the effectiveness of the internal control system may change as well. The Company’s internal control system is designed with a self-monitoring mechanism. Once a flaw is identified, the Company will take corrective actions immediately.

  3. The Company determines whether the design and implementation of the internal control system are effective based on the items stipulated in the Regulations Governing Establishment of Internal Control Systems by Public Companies (the Regulations). Items adopted by the Regulations are five components of the internal control system based on the control process: 1. Control environment; 2. Risk assessment; 3. Control operation; 4. Information and communication; and 5. Monitoring operation. Each component contains several items. For more information on the foregoing items, please refer to the Regulations.

  4. The Company has adopted the abovementioned items that determine the effectiveness of the design and implementation of the internal control system.

  5. Based on the result of evaluation mentioned above, the design and implementation of the internal control system (including supervision and management of the Company’s subsidiaries) as of December 31, 2016, such as the level of achievement of operational efficacy and efficiency and reporting that reflect reliability, timeliness, and transparency as well as compliance, are considered effective and properly assure the achievement of the above goals.

  6. The Declaration will constitute the major content of the Company’s annual report and prospectus and be disclosed. Any falseness or concealment of the abovementioned content will involve legal responsibilities stipulated in Articles 20, 32, 171, and 174 of the Securities and Exchange Act.

  7. The Declaration has been approved by the Board of Directors on March 27, 2017. All attended directors agreed on the contents of the Declaration.

Altek Corporation

Chairman & CEO: Alex Hsia

B. CPA’s Audit Report on the Company’s Internal Contorl System to be disclosed: N/A.

43

3.3.11 Punishments, Major Defects, and Improvements of Violation of the Company’s Internal Control System: None.

3.3.12 Major Resolutions of Shareholders’ Meeting and Board Meetings

A.Resolutions of 2016 general shareholders’ meeting:

Item Major Resolutions Implementation
1 Approval of the 2015 business report
and financial statements.

Performed in accordance with relevant laws and
regulations.
2 Approval of the distribution of retained
earnings and capital reserve bycash.
Completed on October 21, 2016.
3 Approval of amendments to the
Procedures for the Acquisition and
Disposal of Assets.

Performed in accordance with the amended
regulations.
4 Approval of private placement of common
stock and domestic or foreign convertible
bonds.



The Company did not perform the private placement,
which will expire on June 16, 2017; the Board of Director
resolved on May 5, 2017 that no private placement of
securities will be performed in the remaining period.
5 Approval of Altek Semiconductor (Cayman)
Co., Ltd.’s capital increase by cash.

Performed in accordance with relevant laws and
regulations.
6 Ajustment in Altek Biotechnology’s
investment structure and capital increase by
cash.


Performed in accordance with relevant laws and
regulations.
7 Election of the 7~~th~~term of independent
directors.
Wen-Hsieh Lai was elected as an independent director.

B.Resolutions of 2016 board meeting:

Date Major Resolutions
2016.06.17 1. Approval of appointment of Independent Director Wen-Hsieh Lai as a member of the 2nd
Remuneration Committee.
2. Approval of appointment of VP Amy Yang as the head of accounting and finance.
2016.08.12 Approval of appointment of Manager Eva Liang as the head of internal audit.
2016.11.08 Approval of Altek Semiconductor (Cayman) Co., Ltd.’s capital increase by cash.
2017.03.27 1.Approval of appointment of VP Belle Liang as the head of finance and Senior Manager Seiko
Chen as the head of accounting.
2.Approval of amendments to the Article of Incorporation.
3.Approval of amendments to the Procedures for Acquisition or Disposal of Assets.
4.Approval of amendments to the Procedures for Lending Funds to Other Parties and
Endorsement & Guarantee.
5.Approval of amendments to the Rules for Election of Directors.
6.Approval of the election of directors for the the 8thterm.
7.Approval of amendments to the Rules and Procedures of Board of Director Meetings.
8.Approval of amendments to the Audit Committee Charter.
9.Approval of the 2016 business report and financial statements.
10.Approval of 2016 distribution of retained earnings.
11.11. Approval of assemblyof the 2017general shareholders’ meeting.
2017.05.05 1. Approval of Ying-Chih Hsieh, Ching-Chien Hu, and MORI SHOREI as candidates for
independent directors of the 8thterm.
2. Approval of the short-form merger between the Company and its 100% owned Altek
Autotronics.
3. Approval of termination of the private placement of common stock and domestic or foreign
convertible bonds resolved in the 2016general shareholders’ meeting.

44

  • 3.3.13 Major Issues of Record or Written Statements Made by Any Director or Supervisor Dissenting to Important Resolutions Passed by the Board of Directors: None.

  • 3.3.14 Resignation or Dismissal of the Company’s Key Individuals, Including the Chairman, CEO, and Heads of Accounting, Finance, Internal Audit and R&D

Title Name Date
Effective
Date of
Resignation/Dismissal

Reason for
Resignation/Dismissal
Head of Accounting and
Finance
Steve Shyr 2002.10.02 2016.06.17 Job adjustment
Head of Accounting and
Finance
Amy Yang 2016.06.17 2017.1.25 Resignation
Head of Internal Audit Steven Su 2006.03.14 2016.8.12 Job adjustment

3.4 Audit Fee

Accounting Firm Accounting Firm Name of CPA Name of CPA Name of CPA Period Covered by
CPA’s Audit
Period Covered by
CPA’s Audit
Note Note
PricewaterhouseCoopers Dian-Yi
Li
Yun-Kuan
Lin
2016.01.012016.12.31 none
Range item Audit Fee Non-audit Fee Total
1 Under NT$ 2,000,000
2 NT$2,000,00 ~ NT$3,999,999
3 NT$4,000,00 ~ NT$5,999,999 5,880 3,864 9,744
4 NT$6,000,00 ~ NT$7,999,999
5 NT$8,000,00 ~ NT$9,999,999
6 NT$10,000,000 ~

Unit: NT$ thousand

Unit: NT$ thousand

Accounting Firm Name
of CPA
Audit Fee Non-audit Fee Non-audit Fee Non-audit Fee Non-audit Fee Non-audit Fee Period
Covered by
CPA’s Audit
System of
Design
Company
Registration
Human
Resources
Others
(Note)
Subtotal
Pricewaterhous
eCoopers
Dian-Yi
Li
5,880 0 250 0 3,614 3,864 2016.01.01~
2016.12.31
Yun-Kuan
Lin

Note: Consulting fee.

3.5 Replacement of CPA: N/A.

3.6 Audit Independence

The Company’s Chairman, President, Chief Financial Officer, or managers in charge of its finance and accounting operations did not hold any position in the Company’s independent auditing firm or its affiliates in 2016.

45

  • 3.7 Equity Transfer and Changes in Equity Pledge of Directors, Supervisors, Managers and Shareholders Holding More than 10% of the Shares

3.7.1 Changes in shareholdings of directors, supervisors, managers and major shareholders

Title Name 2016 2016 2016.01.01~2017.04.18 2016.01.01~2017.04.18
Holding
Increase
(Decrease)
Pledged
Holding
Increase
(Decrease)
Holding
Increase
(Decrease)
Pledged
Holding
Increase
(D e c r e a s e)
Chairman &
CEO
Alex Hsia 0 0 0 0
Director & SVP
(Note1)
Yitsang International
Co.,Ltd.
0 13,000,000 0 (6,500,000)
Representative:
SteveShyr
0 0 0 0
Representative:
David Lin
0 0 0 0
Director Yitsang International
Co.,Ltd.
0 13,000,000 0 (6,500,000)
Representative:
Simon Law
0 0 0 0
Director Stan Hung 0 0 0 0
Director &
SVP
Jason Lin 0 0 0 0
Independent
Director
Jaime Tang 0 0 0 0
Independent
Director
Wen-Hsieh Lai 0 0 0 0
Supervisor Tin Liou 0 0 0 0
Supervisor Amy Chien 0 0 0 0
Supervisor Alex Liou 0 0 0 0
SVP (Note 2) Doug Franz 0 0 0 0
VP Rick Han 0 0 0 0
VP (Note 3) Jack Lee 0 0 0 0
VP Vincent Kao 0 0 0 0
VP Morgan Chiua (10,000) 0 0 0
VP Kenny Li 0 0 0 0

Note 1: Yitsang International Co., Ltd. reappointed David Lin as Director on March 19, 2016. Note 2: Discharged on April 15, 2016.

Note 3: Discharged on April 15, 2016.

3.7.2 Shares Trading with Related Parties: None

3.7.3 Shares Pledge with Related Parties: None

46

3.8 Relationship among the Top Ten Shareholders

April 18, 2017 April 18, 2017 April 18, 2017
Name Current Shareholding Spouse’s/Minor’s
Shareholding
Shareholding
by Nominee
Arrangement
Name and
Relationship between
the Company’s Top
Ten Shareholders, or
Spouses or Relatives
within Two Degrees
Remark
Shares % Shares % Shares % Name Relationship
Tung-Hsin
Investment
Corp.
Representative:
Tong-Yi Chang
14,107,000 5.15 0 0.00 0 0.00 None None
0 0.00 0 0.00 0 0.00 None None
Yitsang
International Co.,
Ltd.
Representative:
Yun-HsingLin
13,946,100 5.09 0 0.00 0 0.00 None None
1,634 0.00 0 0.00 0 0.00 None None
Hsiang-Wei
Investment
Corp.
Representative:
Kai-Tai Yen
11,966,090 4.37 0 0.00 0 0.00 None None
0 0.00 0 0.00 0 0.00 None None
Taiwan Life
Insurance Co., Ltd.
Representative:
Ssu-Kuo Huang
5,840,000 2.13 0 0.00 0 0.00 None None
0 0.00 0 0.00 0 0.00 None None
KGI 3,836,758 1.40 0 0.00 0 0.00 None None
Altek Employees’
RSA Trust
Account
3,655,000 1.33 0 0.00 0 0.00 None None
Unique Technology
Co., Ltd.
Representative
Yu LungChang
3,097,304 1.13 0 0.00 0 0.00 None None
20,723 0.01 0 0.00 0 0.00 None None
CTBC Bank
Representative:
Chao-Chin Tong
2,560,000 0.93 0 0.00 0 0.00 None None
0 0.00 0 0.00 0 0.00 None None
Vanguard Total
International
Stock Index Fund a
series
of Vanguard Star
Funds
2,489,353 0.91 0 0.00 0 0.00 None None
Jin Joen
International
Investment
Corporation
Representative:
Hsu-Chih Huang
1,800,000 0.66 0 0.00 0 0.00 None None
0 0.00 0 0.00 0 0.00 None None

47

3.9 Ownership of Shares in Affiliated Enterprises

December 31,2016 December 31,2016 December 31,2016 December 31,2016 December 31,2016 December 31,2016
Affiliated Enterprises Ownership by the
Company
Direct or Indirect
Ownership by
Directors,
Supervisors,
Managers
Total Ownership
Shares % Shares % Shares %
Altek International Investment Co., Ltd. 92,726,249
100.00

0

0.00
92,726,249
100.00
Altek Lab Inc. 0
0.00

(Note 1)
100.00 (Note 1)
100.00
Altek Imaging Technology (Cayman) Co., Ltd. 0
0.00

15,092,410

100.00
15,092,410
100.00
Altek (Kunshan) Precision Co., Ltd. 0
0.00

(Note 2)

100.00

(Note 2)

100.00
Leading Tech. Co., Ltd. 0
0.00

45,000,000

100.00
45,000,000
100.00
Altek (Kunshan) Co., Ltd. 0
0.00

(Note 2)

100.00

(Note 2)

100.00
Toptek Investment Cayman Co., Ltd. 0
0.00

1,400,000

100.00

1,400,000

100.00
Toptek Electronics (Kunshan) Co., Ltd. 0
0.00

(Note 2)

100.00

(Note 2)

100.00
Altek Trading (Cayman) Co., Ltd. 0
0.00

8,500,000

100.00

8,500,000

100.00
Altek Trading(Shanghai) Co., Ltd. 0
0.00

(Note 2)

100.00

(Note 2)

100.00
Altek Semiconductor (Cayman) Co., Ltd. 0
0.00

20,000,000

71.43
20,000,000
71.43
Altek Semiconductor Corp. 0
0.00

20,000,000

71.43
20,000,000
71.43
Altek Optical (Cayman) Co., Ltd. 0
0.00

8,864,432

100.00

8,864,432

100.00
Altek Optical Technology (Cayman) Co., Ltd. 0
0.00

15,000,000

100.00
15,000,000
100.00
Altek (Kunshan) Optical Co., Ltd. 0
0.00

(Note 2)

100.00

(Note 2)

100.00
Altek Japan Corporation 1,000
100.00

0

0.00

1,000

100.00
Altek Investment Co., Ltd. 5,000,000
100.00

0

0.00

5,000,000

100.00
Altek Autotronics Corp. 21,775,200
90.73

2,224,800

9.27
24,000,000
100.00
Altek International Holding Co., Ltd. 12,865,921
100.00

0

0.00

12,865,921

100.00
Altek Biotechnology (Cayman) Co., Ltd. 0
0.00

12,865,921

100.00

12,865,921

100.00
Altek Biotechnology Corp. 0
0.00

40,100,000

100.00
40,100,000
100.00

Note 1: 9,311,875 common shares and 2,000,000 preferred stocks.

Note 2: No share was issued.

48

IV. Capital Overview

4.1 Capital and Shares

4.1.1 Source of Capital

A. Issued Shares

Unit: Share; NT$ thousand

Unit: Share;NT$thousand Unit: Share;NT$thousand Unit: Share;NT$thousand
Month/
Year
Par
Value
Authorized Capital Paid-in Capital Remark
Shares Amount Shares Amount Source of Capital Capital
Increased by
Assets Other
than Cash
Other
2014.02 10 500,000,000 5,000,000 385,265,321 3,852,653 Cancellation of
TreasuryStock
None -
2014.08 10 500,000,000 5,000,000 394,158,321 3,941,583 Execution of ESOP None -
2014.10 10 500,000,000 5,000,000 275,910,825 2,759,108 Cash Capital
Reduction
None -
2014.10 10 500,000,000 5,000,000 270,135,825 2,701,358 Cancellation of
Treasury Stock
None -
2015.05 10 500,000,000 5,000,000 270,253,825 2,702,538 Execution of ESOP None -
2015.12 10 500,000,000 5,000,000 272,693,825 2,726,938 Issuance of RSA None -
2016.03 10 500,000,000 5,000,000 273,883,825 2,738,838 Issuance of RSA None -
2016.05 10 500,000,000 5,000,000 274,253,825 2,742,538 Issuance of RSA None
2016.08 10 500,000,000 5,000,000 274,063,825 2,740,638 Cancellation of Issued
RSA
None
106.04
2017.04
10 500,000,000 5,000,000 273,908,825 2,739,088 Cancellation of Issued
RSA
None

April 18, 2017; unit: Share

April 18, 2017; unit: Share
Type of Share Authorized Capital Remark
Issued Shares Un-issued
Shares
Total Shares
Common shares 273,908,825 226,091,175 500,000,000 Listed stock

Information for Shelf Registration: N/A.

49

4.1.2 Status of Shareholders

April 18,2017 April 18,2017 April 18,2017 April 18,2017 April 18,2017
Item Government
Agencies
Financial
Institutions
Other
Juridical
Persons
Domestic
Natural
Persons
Foreign
nstitutions &
Natural Persons
Total
Number of
Shareholders
1
6

88

41,477

115

41,687
Shareholding
(shares)
34
8,505,700

55,901,829

181,708,540

27,792,722

273,908,825
Percentage 0.00
3.10

20.41

66.34

10.15

100.00

4.1.3 Shareholding Distribution Status

A. Common Shares

April 18, 2017

A. Common Shares April 18,2017
Class of Shareholding Number of
Shareholders
Shareholding
(Shares)
Percentage
1
999
18,928
4,104,508

1.50%
1,000
5,000
16,257
37,059,670

13.53%
5,001
10,000
3,370
26,443,766

9.65%
10,001
15,000
1028
13,085,846

4.78%
15,001
20,000
614
11,377,082

4.15%
20,001
30,000
520
13,212,197

4.82%
30,001
50,000
431
17,281,900

6.31%
50,001100,000 301
21,755,806

7.94%
100,001200,000 143
20,068,050

7.33%
200,001400,000 49
13,916,918

5.08%
400,001600,000 19
9,242,665

3.37%
600,001800,000 4
2,725,522

1.00%
800,0011,000,000 2
1,845,272

0.67%
1,000,001 or above 21
81,789,623

29.86%
Total 41,687 273,908,825 100.00

B. Preferred Shares: None.

50

4.1.4 List of Major Shareholders

April 18,2017 April 18,2017 April 18,2017
Shareholder's Name Shareholding (Shares) Percentage
Tung-Hsin Investment Corp. 14,107,000 5.15
Yitsang International Co., Ltd. 13,946,100 5.09
Hsiang-Wei Investment Corp. 11,966,090 4.37
Taiwan Life Insurance Co., Ltd. 5,840,000 2.13
KGI 3,836,758 1.4
Altek Employees’ RSA Trust Account 3,655,000 1.33
Unique Technology Co.Ltd. 3,097,304 1.13
CTBC Bank 2,560,000 0.93
Vanguard Total International Stock Index Fund a
series of Vanguard Star Funds
2,489,353 0.91
Jin Joen International Investment Corporation 1,800,000 0.66

4.1.5 Market Price, Net Worth, Earnings, and Dividends per Share

Unit: NT$

Unit: NT$
Item Year
2015
2016 2017
(as of March 31)
Market Price
per Share
Highest Market Price 40.60 31.1 27.3
Lowest Market Price 17.75 19.05 22.1
Average Market Price 30.20 23.41 24.49
Net Worth
per Share
Before Distribution 34.93 32.52 31.16
After Distribution 33.94 (Note 1) (Note 1)
Earnings per
Share
Weighted Average Shares
(thousand shares)
269,237 265,840 265,840
Earnings Per Share 1.02 0.20 0.12
Dividends
per Share
Cash Dividends 0.9952 (Note 1)
Stock
Dividends
Earnings
Capital Reserve
Accumulated Undistributed
Dividends
Return on
Investment
Price/Earnings Ratio
(Note 2)
30.27 29.26
Price/Dividend Ratio
(Note 3)
30.35 (Note 1)
Cash Dividend Yield Rate (Note
4)

3.30
(Note 1)

Note 1: The earnings distribution of Year 2016 is subject to approval of the shareholders’ meeting to be held on June 16, 2017.

Note 2: Price / Earnings Ratio = Average Market Price / Earnings per Share.

Note 3: Price / Dividend Ratio = Average Market Price / Cash Dividends per Share.

Note 4: Cash Dividend Yield Rate = Cash Dividends per Share / Average Market Price.

51

  • 4.1.6 Dividend Policy and Implementation Status

  • A. Dividend Policy

Based on the Article of Incorporation, the Company shall have ten percent (10%) to twenty percent (20%) of profit of the current year distributable as employees' compensation and not more than two (2%) of profit of the current year distributable as directors’ remuneration. However, the company's accumulated losses shall have been covered. The Company may have the profit distributable as employees' compensation in the form of shares or in cash. The employees to distribute the compensation include the staffs in the affiliate companies which the Company owns more than fifty percent (50%) of the shares.

Profit of the current year mentioned in the first paragraph shall be profit before tax and employees’ compensation and directors’ remuneration. The Company may, by a resolution adopted by a majority vote at a meeting of board of directors attended by two-thirds of the total number of directors, have the profit distributable as employees' compensation and directors’ remuneration; and in addition thereto a report of such distribution shall be submitted to the shareholders' meeting.

The amount of dividend distributed shall consider the surplus earnings of the year, the accumulated surplus earnings of the previous years and the capital structure as well as the future operation demand. The policy of dividend distribution will take funding demand and dilution of surplus earnings per share into account, and both the stock dividend as well as the cash dividend will be distributed together. The ratio of cash dividend distributed will not be lower than twenty percent (20%) of the total dividend distributed of the year. However, the actual amount of distribution will be determined by shareholders in the shareholders’’ meeting.

B. Proposed Distribution of Dividend

Unit: NT$ Unit: NT$ Unit: NT$
Year Date for Board of
Directors to Approve
Distribution of
Dividend
Shareholders’ Meeting
Cash Dividend Capital Surplus
(in Cash)
Share Dividend
2016 2017.03.27 NT$215,595,882
(NT$0.8 per share)
(NT$0 per share) (NT$0 per share)

Note: The ratio of distribution per share is calculated based on the outstanding stock on March 27[th] , 2017. It is 269,494,852 shares in total, and the 4,413,973 treasury stock has already been deducted. The distribution will be implemented subject to relevant rules after the resolution of the general shareholders’ meeting on June 16th, 2017.

  • C. Major Change in the Dividend Policy: None.

  • 4.1.7 Impact of Stock Dividend on Business Performance and Earnings per Share: N/A.

4.1.8 Employee Bonus and Directors' and Supervisors' Remuneration

  • A. Information Relating to Employee Bonus and Directors’ and Supervisors’ Remuneration in the Articles of Incorporation

  • (1) 10 %~20% as a bonus for employees.

  • (2) Not exceeding 2 % as compensation for directors and supervisors.

52

B. The Estimated Basis for Calculating the Employee Bonus and Directors’ and Supervisors’ Remuneration: None.

C. Profit Distribution for Employee Bonus and Directors’ and Supervisors’

Remuneration for 2016 Approved in Board of Directors Meeting

(1) The proposal of retained earnings distribution has been approved by the Board of Directors on March 27th, 2017, and the compensation for the employees is NT$13,383,318 and the compensation for the directors and supervisors is NT$1,784,442. It’s proposed to distribute the compensation by cash after the approval of the general shareholders’ meeting. The proposed amount of the compensation for the employees, directors and supervisors is the same as the estimated amount of recognition fees of the year.

(2) The Ratio of Employees’ Remuneration by Stock to Net Income after Tax and Employees’ Remuneration in Individual Financial Statements: N/A.

D. Information of 2015 Earnings Set Aside for Employee Bonus and Directors’ and Supervisors’ Remuneration: None.

4.1.9 Buyback of Treasury Stock

There are no buying back treasury shares in 2016. Until the date of the Company annual report, the Company bought back total treasury shares 4,413,973 shares, and also it accumulates 1.61% of the Company outstanding shares.

4.2 Bonds: None.

4.3 Preferred Stock: None.

4.4 Global Depository Receipts: None.

53

4.5 Employee Stock Options

4.5.1 Issuance of Employee Stock Options

April 18, 2017; unit: NT$ April 18, 2017; unit: NT$ April 18, 2017; unit: NT$ April 18, 2017; unit: NT$ April 18, 2017; unit: NT$ April 18, 2017; unit: NT$
Type of Stock Option 2ndTranche 3rdTranche
Approval Date 2008.04.28 2011.06.08
Issue Date 2008.06.13 2008.10.31 2009.03.23
2011.10.28
2012.03.21
Units Issued
(Thousand Shares)
8,000
1,000

3,000

3,000

3,000
Shares of Stock Options to Be
Issued as a Percentage of
OutstandingShares(Note 1)
2.06%
0.26%

0.77%

0.77%

0.76%
Duration 2008.06.13~
2017.12.31
2008.10.31~
2017.12.31
2009.03.23~
2017.12.31
2011.10.28~
2020.12.31
2012.03.21~
2020.12.31
Conversion Measures Issuing new
shares
Issuing new
shares
Issuing new
shares
Issuing new
shares
Issuing new
shares
Conditional Conversion
Periods and Percentages
2 years after issued: could exercise 40% of total outstanding shares;
3 years after issued: could exercise 70% of total outstanding shares;
4years after issued: could exercise 100% of total outstandingshares;
Converted Shares
(Thousand Shares)
5,933
684

2,272

280

1,054
Exercised Amount
(NT$Thousand)
139,099
15,288

43,360

6,748

26,441
Number of Shares Yet to Be
Converted(Thousand Shares)
1,400
30

0

2,320

1,405
Adjusted Exercise Price for Those
who Have Yet to Exercise Their
Rights(NT$)
30.6
25.6

24.2

31.7

31.5
Unexercised Shares as a
Percentage of Total Issued Shares
(Note 2)
0.51%
0.01%

0.00%

0.85%

0.51%
Impact on Shareholders’ Equity Attract and retain professionals, improve employees’ coherence and
sense of belonging, and create the interests of the Company and
shareholders.

Note 1: Calculated according to issued shares on date of issuing the ESOP.

Note 2: Calculated according to issued shares on April 18, 2017 (273,908,825 shares).

54

4.5.2 List of Executives Receiving Employee Stock Options and the Top Ten Employees with Stock Options

April 18, 2017; unit: thousand shares; NT$ thousand

Title Title Name Number
of
Stock
Options
Stock Options
as a
Percentage
of
Shares Issued
(Note 1)

Exercised

Exercised

Exercised

Exercised
Unexercised Unexercised Unexercised Unexercised

Number
of Shares
Converte
d
Strike Price
(NT$)
(Note 3)
Amount
(NT$ Thousand)
Converted
Shares as a
Percentage of
Shares Issued
(Note 1)
Number of
Shares
Converted
Strike Price
(NT$)
(Note 4)
Amount
(NT$Thousand)
Converted
Shares as a
Percentage of
Shares Issued
(Note 1)
Management CEO Alex Hsia 3,749
1.37 785 21.2~29.5 19,170 0.29
2,964

24.2~31.7

92,598

1.08
SVP Jason Lin
SVP Steve Shyr
SVP David Lin
SVP Doug Franz
(resigned)
VP Rick Han
VP Jack Lee
(resigned)
VP Vincent
Kao
VP Morgan
Chiu
VP Kenny Li
Other Employee (Note 2) 1,952
0.71
1,277
21.2~26.9

30,511

0.47

596

24.2~31.5

18,602

0.22

Note 1: Calculated according to issued shares on April 18, 2017 (273,908,825 shares). (Issued shares are based on those listed in the registration change.)

Note 2: Top ten employees with stock options are: Yong-Fei Chien, Hung-Long Chou, Kuo-Chang Chen, Shui-Lin Chen, Chun-Yen Chen, Chin-Cheng Chang, Yo-Pang Fu (resigned), Chia-Ming Hsueh , Chin-Kuo Lee, and Cheng-Tao Yang, (Arrange in last name’s alphabetical order)

Note 3: The subscription price upon execution shall be disclosed.

Note 4: The subscription price adjusted based on the issue regulations shall be disclosed.

55

4.6 Issuance of New Restricted Employee Shares

April 18, 2017; unit: NT$

April 18, 2017; unit: NT$ April 18, 2017; unit: NT$ April 18, 2017; unit: NT$ April 18, 2017; unit: NT$
Type of New Restricted Employee
Shares
The first Tranche of 2015
Date of Effective Registration 2015.06.22
Issue Date 2015.12.08 2016.03.21 2016.05.05
Number of New Restricted Employee
Shares Issued(Thousand Shares)
2,440 1,190 370
Issued Price (NT$) 0 0 0
New Restricted Employee Shares as a
Percentage of Shares Issued(Note 1)
0.89% 0.43% 0.14%
Vesting Conditions of New Restricted
Employee Shares
If the employees are still on duty and the personal performance
of the year are at least B plus or more than B plus as well as the
employee has followed the relevant working rules of the
Company, the ratio for the employees to acquire new restricted
employee shares is as follows:
One year after issuance: 0% of acquired shares;
Two years after issuance: 50% of acquired shares;
Threeyears after issuance: 100% of acquired shares.
Restricted Rights of New Restricted
Employee Shares
1. If the employees have acquired new restricted employee shares before
the fulfillment of the conditions, new restricted employee shares are not
able to sell, pledge, transfer, offer as a gift, set the mortgage or dispose in
some other ways.
2. The attendance of shareholders’ meeting, voting rights and some other
rights of shareholders will be managed bythe trust custodian institution.
Custody Status of New Restricted
Employee Shares
Trust custodian institution will take care of the shares before the
fulfillment of duration mentioned above.
Measures to be TakenWhen Vesting
Conditions Are Not Met
Except the trust custodian limitation mentioned above, the rights of the
new restricted employee shares are all the same as the issued common
shares of the Company.
Number of New Restricted Employee
Shares that Have Been Redeemed or
Bought Back(Thousand Shares)
345
0

0
Number of Released New Restricted
Employee Shares(Thousand Shares)
0
0

0
Number of Unreleased New
Restricted Shares(Thousand Shares)
2,095
1,190

370
Ratio of Unreleased New Restricted
Shares to Total Issued Shares (%)
(Note 1)
0.76%
0.43%

0.14%
Impact on Possible Dilution of
Shareholdings
If new restricted
employee shares
have been fully
issued, it’s estimated
to enhance 0.89% of
the capital stock
base on the current
outstanding stock.
Since the conditions
are fulfilled
separately, the
effect of dilution is
verylimited.

If new restricted employee
shares have been fully
issued, it’s estimated to
enhance 0.43% of the
capital stock base on the
current outstanding stock.
Since the conditions are
fulfilled separately, the
effect of dilution is very
limited.
If new restricted
employee shares have
been fully issued, it’s
estimated to enhance
0.14% of the capital
stock base on the
current outstanding
stock. Since the
conditions are fulfilled
separately, the effect of
dilution is very limited.

Note 1: Calculated according to issued shares on April 18, 2017 (273,908,825 shares).

56

List of Executives Receiving New Restricted Employee Shares and the Top Ten Employees with New Restricted Employee Shares

April 18,2017;unit: Thousand shares;NT$thousand April 18,2017;unit: Thousand shares;NT$thousand April 18,2017;unit: Thousand shares;NT$thousand April 18,2017;unit: Thousand shares;NT$thousand April 18,2017;unit: Thousand shares;NT$thousand April 18,2017;unit: Thousand shares;NT$thousand April 18,2017;unit: Thousand shares;NT$thousand April 18,2017;unit: Thousand shares;NT$thousand
Title Name Number of
New
Restricted
Shares
New
Restricted
Shares as a
Percentage
of Shares
Issued
(Note 1)
Released Unreleased
Number of
Shares
Issed Price
(NT$)

Amount
(NT$ Thousands)
Released
Restricted
Shares as a
Percentage
of Shares Issued
(Note 1)
Number of
Shares
Issed
Price
(NT$)
Amount
(NT$ Thousan
ds)
Unreleased
Restricted
Shares as a
Percentage
of Shares Issued
(Note 1)
Management
(Note 2)
CEO Alex Hsia 1,130
0.41%

0

0

0

0

1,130

0

0

0.41%
SVP Jason Lin
SVP David Lin
VP Rick Han
VP Vincent
Kao
VP Morgan
Chiu
VP Kenny Li
Other Employee (Note 3) 770
0.28%

0

0

0

0

770

0

0

0.28%

Note 1: Calculated according to issued shares on April 18, 2017 (273,908,825 shares). (Issued shares are based on those listed in the registration change.) Note 2: The management with new restricted employee shares are listed above.

Note 3: Top ten employees with new restricted employee shares are:, Hung-Long Chou, Kuo-Chang Chen, Shui-Lin Chen, Shih-Chang Chia, Yong-Fei Chien, Kuo-Chun Hung, Chia-Ming Hsueh, Chin-Kuo Lee, Cheng-Tao Yang, and Yung-Neng Yu.(Arrange in last name’s alphabetical order)

4.7 Status of New Shares Issuance in Connection with Mergers and Acquisitions: None.

4.8 Financing Plans and Implementation: None

57

V. Operational Highlights

5.1 Business Activities

5.1.1 Business Scope

A. Main Areas of Business Operations

The Company’s main businesses are research, development, manufacturing and sale of digital imaging-related applications, as well as import and export associated with above-mentioned businesses.

Due to the significant decrease in the overall market demand for digital cameras caused by the emergence of smartphones, the Company has actively transformed itself into a digital imaging solution provider. With advanced technology in digital image processing, optical and image chip design, the Company provides customers with products and services including ISP (Image Signal Processor), software, IP licensing, camera modules, and so on. In addition to being a supply chain of global smartphone manufacturers, the Company has applied digital imaging technologies to medical and automotive markets.

B. Revenue Distribution

. Revenue Distribution . Revenue Distribution . Revenue Distribution
Unit: NT$ thousand
Major Divisions Total Sales in Year 2016 (%) of Sales
Digital Imaging-related Applications 11,577,046 100.00%

Note: Consolidated base with IFRS.

C. New Product Development

  • (1) Dual-camera module and computing software (fusion, zooming…)

  • (2) ISP (in-depth computing, 3D-sensing chips…)

  • (3) Digital imaging products (360-degree camera, AR/VR camera, surveillance camera…)

  • (4) Diabetes care products (glucose meter, insulin delivery system..)

  • (5) Advanced driving assistance system (dual-camera module and computing software)

5.1.2 Industry Overview

The Company’s main products are the smartphone imaging solution (including digital image processing chip, dual-camera module and software) and the digital imaging system products. The industry overview is described below.

  • A. Current Status and Development

  • (1) Smartphone

Since Apple Inc. launched the first-generation iPhone in 2007, the development of smartphones has prospered and became the indispensable consumer electronics products for most of consumers. In addition to communication, a variety of other applications and functions are also promoted. More types of imaging requirements are needed by consumers, such as audio/video streaming, social networks, dual-camera photography, and augmented reality (AR). According to the statistics conducted by Strategy Analytics, the number of smartphones delivered worldwide in

58

2015 was 1.4 billion and is expected to reach 1.9 billion in 2020.

  • (2) Digital imaging system

Due to the growth of smartphones, the sales of traditional digital cameras continued to decline. Benefiting from its higher telephoto rate and larger photosensitive components, the traditional digital camera still attracts some users in need of high imaging quality. It is estimated that the demands in the next few years may still maintain the bottom line. On the other hand, other models of camera, such as sports camera and driving recorder, are expected to grow. With the ongoing development of IoT, Big Data, or human-machine interface, the demand for visual aids and machine vision will increase; with the popularity of the social media, consumers share photos and videos via social media, leading to the new demand for camera applications, such as 360-degree panoramic view and webcast. This new type of application will continue to create a new demand in the camera market.

  • B. Relevance of Upstream, Midstream, and Downstream

The Company has transformed itself from the digital camera ODM to a digital imaging solution provider. The following statement will explain that relevance of upstream, midstream, and downstream in the field of digital camera with smartphone, digital imaging chips.

(1) Smartphone

phone
Upstream Midstream Downstream
Sensor, lens, and flex board
ICISPMemoryUSB
LCD, chassis, passive
components, connectors,
electroacoustic products,
Camera module
factory and
computing
software
developer
Smartphone
system
manufacturer
batteries, antennas

The Company’s products cover digital imaging chips (upstream) and camera modules and computing software (midstream). Digital imaging chips are within the scope of the IC industry, which can be divided into IC designer (upstream), IC foundry (midstream), and IC packaging and testing provider (downstream). The IC industry mainly adopts the business model of division of work. After IC designers complete the design, IC foundry will produce IC. The drawing designed by IC designers will be converted into a mask and then etched in a wafer. After the wafer is produced, it will be transported to the IC packaging provider to be cut into chips and packaged. Each wafer may produce hundreds or thousands of chips and each chip will be tested to ensure its completeness. After the chips are tested and verified to be complete, then they are sold in the market.

==> picture [394 x 74] intentionally omitted <==

----- Start of picture text -----

Upstream Midstream Downstream
I P design/IC IC
IC/wafer IC IC
design IC design Packaging
Foundry IP manufacturing & testing Module channel
----- End of picture text -----

59

(2) Digital imaging system

Digital imaging system
Upstream
Optical lens
Image sensor
Digital imaging
processing chip
LED screen
Memory
Midstream
Digital imaging
system setup
Downstream
Brand operator
Channel operator
Consumer

C. Product Development Trend

  • (1) Smartphone

To meet customers’ needs, the specifications and functions of smartphones continue to advance, such as CPU computing capacity, and a variety of multi-media functions are promoted, such as enlarged screen, increased screen resolution and camera pixel, and fast focus. In addition to Wi-Fi, GPS, and Bluetooth, wireless communication functions also contain NFC and wireless charge. Apple Inc. launched a dual-camera smartphone, featuring image quality comparable to the single-lens reflex camera, for the first time in 2016, driving the growth of dual-camera smartphones. It is expected that Apple Inc. will continue to promote the dual-lens and 3D sensing functions that can be applied to face recognition and augmented reality (AR) in 2017, and will attract other manufacturers to follow. Except for the photo and social network sharing in the future, smartphones will become very close to our life.

  • (2) Digital imaging system

As most cameras of smartphones have fixed focuses, the basic need of digital cameras featuring high optical zooms and anti-shake will be maintained in the next few years. The waterproof and anti-shake digital camera has special functions that cannot be replaced by smartphones, so the demands will last for a while. In addition to traditional digital cameras, various derived products become more popular among consumers, such as smartphone-linked camera, sports camera, and camera featuring 360-degree panorama or webcast. Such type of new products may expand the applications of digital imaging and create another potential market for digital camera suppliers.

D. Industrial Competition

  • (1) Smartphone

The Company provides smartphone consumers with the comprehensive digital imaging solution, including image processor, imaging software, IP authorization, and camera module, and the flexible imaging technology, with considerable uniqueness and an entry barrier in the market position.

In terms of digital processors, the major competitors are American and Japanese manufacturers. However, featuring the best price–performance ratio and perfect customized services, the Company’s digital processors are still competitive. In terms of camera modules, despite competition in Taiwan and mainland China, the imaging software technology and IP authorization, in addition to module hardware, offer better quality and differentiated functions (such as dual-camera module).

60

  • (2) Digital camera

  • According to the TSR’s report, the world’s top three consumer digital camera brands are Canon, Nikon, and Sony, followed by Samsung and Fujifilm. Domestic manufacturers operate based on the business model of ODM/OEM and major suppliers are Altek Corporation and Canon.

  • E. Overall Economy and Countermeasures

As the life cycle of consumer electronics products becomes shorter with more intense industrial competition, only with excellent R&D technologies, product strategies responding to mainstream, and effectively executive management are the way to deal with those challenges.

5.1.3 Research and Development

  • A. Research and Development Expenses
Unit: NT$thousand Unit: NT$thousand Unit: NT$thousand
Item 2016 2017 (as of March 31)
Total Expense 1,033,082 244,044
% to Revenue 9% 9%

Note: Consolidated base with IFRS.

  • B. Technologies or Products Developed

  • (1) Dual-camera module and computing software (fast focus, refocus, bokeh, fusion…)

  • (2) ISP (in-depth computing)

  • (3) Glucose meter

  • (4) Advanced driving assistance system and camera lens

  • (5) Wearable camera (10-times autofocus applied to smartphones)

  • C. Ongoing Research and Development Projects and Expenses

In addition to developing extended products, the Company will continue to pay attention to the industrial trend and invest in technologies and applications with potential for development. The research and development expense is expected to grow steadily, and if there is no significant change, the annual consolidated R&D expense accounts for 8% of the consolidated revenue. In terms of the smartphone imaging solution, the Company mainly develops cost-effective digital imaging processing chips, dual-camera modules featuring high pixel and special functions, and computing software.

In terms of the autotronic imaging solution, the Company mainly develops driver aids and safety monitoring systems, such as automotive dual-camera module.

In terms of the medical imaging solution, the Company develops blood glucose diagnosis and care and diagnostic imaging equipment.

In terms of cameras, the Company develops 360-degree cameras, AR/VR cameras, and safety control cameras. The future R&D plan and progress are described below:

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Unit: NT$ thousand

Ongoing Projects Completed
%
Expense to
be Invested
Mass Production
Date
Key Success Factors
Smartphone Image
Solution
30%~100% 400,000
600,000
2017 Q2~
2017 Q4
Customers’ product
launch date
Advanced Driving
Assistance System
70% 20,000
50,000
2017 Q4 Image identification,
automotive supply
chain, and customer
verification
Insulin Delivery
System
80% 120,000
200,000
2017 Q4 Software,
Mechanism, and
WIFI
Digital Camera,
360-degree Camera,
AR/VR Camera,
SafetyContro Camera
60% 100,000~
200,000
2017 Q3 Customers’ product
launch date

5.1.4 Long-term and Short-term Development

A. Short-term Business Development Plan

Transforming itself from a digital camera provider into a digital imaging solution provider, the Company provides customers with chips, software, IP, and module integration by taking advantage of existing digital imaging processors, optical and digital processors, and customized products. The focus of the short-term business development plan is to increase the market share of the following fields:

(1) Dual-camera module and computing for smartphones.

(2) Imaging processors of smartphones and digital imaging products.

(3) Digital cameras and extended products, such as 360-degree cameras, AR/VR cameras, and safety control cameras.

(4) Other applications, including medical imaging solutions (such as glucose meter and insulin delivery system) and autotronic imaging solutions.

B. Mid and Long-term Business Development Plan

The Company will continue to strengthen digital imaging core technologies, control key components, increase customers, and develop related digital imaging markets; in addition, the Company will expand its scope of business and exert the synergy to improve the overall competitiveness, growth, and profitability.

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5.2 Market and Sales Overview

5.2.1 Market Analysis

  • A. Major Sales Region

The Company’s products are mainly shipped to customers in Asia, the US and Europe and sold by these customers in the global market.

B. Market Share

The Company is Taiwan’s second largest ODM provider for global digital camera manufacturers. The Company provides comprehensive digital imaging solutions, so no related data can be used to estimate the market share. As consumers have higher demand for imaging, the market share of the Company’s imaging solutions is expected to growth year by year. The Company is also the world’s first dual-camera module supplier that goes into mass production with comprehensive software and hardware solutions.

  • C. Market Supply/Demand and Growth in the Future

The competition in the smartphone market becomes more and more intense. Smartphone manufacturers invest many resources in imaging enhancement and differentiation. In mainland China, local manufacturers specializing in key components such as chips, software, and camera modules compete intensely. In the future, in addition to strengthening product specifications and technologies, the Company has to be more competitive in terms of technological services and cost control. Benefiting by its existing digital imaging processors and optical and imaging processors, the Company provides customers with chips, software, IP, and modules that are quality and competitive. Dual-camera modules and imaging processors still have considerable potential for growth in the future.

Regardless of the gradual decline in the digital camera market, the basic demand remains unchanged. Due to high technological requirements, other digital imaging products, such as safety control cameras, 360-degree cameras, and webcast cameras, continue to account for a certain degree of market share. The market share is expected to grow if there is no significant change.

  • D. Competitive Niche

  • (1) Digital imaging processing

  • a. Computing and deduction.

  • b. Imaging color development.

  • c. Chips and digital imaging integration that optimize quality and performance.

  • (2) Imaging chips

  • a. Respond to customers’ needs instantly and directly.

  • b. Grasp the opportunity for product launch.

  • c. Develop new functions and applications instantly.

  • d. Budget leverage.

  • e. Customized products.

  • (3) Optical processing

  • a. Alignment and calibration.

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  • E. Advantages, Disadvantages and Countermeasures for Prospects

  • (1) Advantages

  • a. With years of experience and technological strength in the digital camera market, the Company has been widely recognized and supported by the world’s top manufacturers. As consumers have higher requirements for photography, quality, and functions, the Company has competitive advantages in the digital imaging market.

  • b. Solid technological development and integration

  • As a digital imaging company that develops its own system integration chips, the Company leads the industry in terms of technological strength. Its innovative R&D resources and capacity for digital imaging technologies and product development have been highly recognized by the world’s top manufacturers.

  • (2) Disadvantages

  • a. Short life cycle and decline in price

  • The price of consumer electronic products continues to decline and the requirements for specifications and functions increase gradually, making the product’s life cycle shorter and shorter. Countermeasures:

More than 50% of the Company’s employees engage in research and development of new technologies and products to improve the Company’s competitiveness. In addition, the Company has strived for the development of key components and imaging applications. With independent technological capacities and better vertical integration, the Company aims to improve its competitiveness by mass production.

  • b. Dependent key components

The Company relies on its key component suppliers heavily, especially imaging sensors and high-end optical zooms. It is crucial to maintain the stable supply of key components.

Countermeasures:

Key components of digital imaging solutions include imaging sensors, high-end lens, and IC foundries. In addition to maintaining a good relationship with suppliers, the Company has actively developed other suppliers to decentralize the procurement risk. Key components are also designed by the Company or companies invested by the Company to control the sources of key components and reduce the cost of purchase and development schedule.

  • 5.2.2 Purpose and Production Process of Major Products

Currently, the Company’s major products are digital imaging chips, camera modules and digital cameras. The purposes and production processes of these products are described as follows:

A. Digital Imaging Chip

  • (1) Major purpose

Featuring face detection/tracking, face recognition, anti-shack, and lens compensation, digital imaging chips are applied to general consumer products, smartphone images, autotronic products, and medical imaging products and suitable for basic and high-end portfolios.

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(2) Production process

The production process of each chip, from design to finish, is described below:

==> picture [423 x 123] intentionally omitted <==

----- Start of picture text -----

Lead frame
Wafer
or substrate
CAD Wafer Wafer Packaging
Design Mask Packaging
CAE manufac testing & testing
turing
----- End of picture text -----

a. Design procedure

Based on the product specifications, the design engineers convert the circuits into drawings for mass production using CAD and deliver drawings to wafer foundries.

==> picture [348 x 40] intentionally omitted <==

----- Start of picture text -----

Computer
Circuit Circuit Layout CAD
data/tape
design simulation
----- End of picture text -----

b. Mask procedure

Circuits completed by IC designers are saved in tapes through database and delivered to the mask manufacturers. The production process includes four stages: Glass Process, Cr Film Coating, Resist Coating and Shipping. Completed masks will be delivered to wafer foundries for production.

c. Wafer production procedure

Wafers are manufactured by foundries. Wafers are processed through etching, photo, thin film, and diffusion in the module with masks. Completed wafers will be tested and qualified wafers will then be delivered.

  • d. Wafer testing procedure

Completed wafers should be tested to examine their functions. Wafers of good quality or of poor quality will be marked respectively.

  • e. Packaging procedure

Wafers of good quality will be sent for IC packaging. The packaging procedure is as follows:

==> picture [377 x 80] intentionally omitted <==

----- Start of picture text -----

Label Cut Mount Wire Plastic
closures
Stamp
Electroplating Dam-bar/desmear Packaging Deliver
/tin
----- End of picture text -----

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B. Dual-camera Module

(1) Major purpose

Dual-camera modules are applied to smartphones and tablets.

  • (2) Production process

==> picture [457 x 98] intentionally omitted <==

----- Start of picture text -----

Software /
Camera module Dispense integration firmware Focusing Calibration Quality testing Packaging/Deliver
----- End of picture text -----

C. Digital Imaging Solution

  • (1) Major purpose

Digital imaging solutions include imaging database, photo shooting, image recording, image duplication, transmission, and storage.

(2) Production process

==> picture [377 x 271] intentionally omitted <==

----- Start of picture text -----

Specification and functional testing Deliver
Packaging
Production tool integration
Module integration Environmental reliability test
Assembly Digital imaging processing
Software/firmware integration Institutional & electronic reliability
integration
----- End of picture text -----

5.2.3 Major Suppliers

The Company has maintained a good relationship with major suppliers to control sources of materials, shorten deliver, improve material quality, and reduce risks. By doing this, the Company can control production schedule, logistics, and costs independently. The Company also reaches an agreement with major suppliers to establish safe inventory for the optimization of quality, delivery, and costs.

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5.2.4 Major Customers

A. Major Suppliers in the Last Two Calendar Years

Unit: NT$ thousand

Unit: NT$thousand Unit: NT$thousand Unit: NT$thousand
2015 2016 2017 (as of March 31)
Name Amount Percentage (%) Relation
with
Issuer
Name Amount Percentage (%) Relation
with
Issuer
Name Amount Percentage (%) Relation
with
Issuer
a 1,406,584
14.66

None
Other 9,566,118
100.00

None
Other 8,189,981
85.34

None
Other 1,932,888
100.00

None
Total 9,566,118
100.00

Total 9,596,564
100.00

Total 1,932,888
100.00

B. Major Customers in the Last Two Calendar Years

Unit: NT$ thousand

Unit: NT$thousand Unit: NT$thousand Unit: NT$thousand Unit: NT$thousand
2015 2016 2017 (as of March 31)
Name Amount Percentage (%) Relation
with
Issuer
Name Amount Percentage
(%)
Relation
with
Issuer
Name Amount Percentage
(%)
Relation
with
Issuer
E 3,571,054
28.59

None
E 2,326,399
20.09

None
E 663,545
24.93
None
F 1,305,799
10.45

None
F 1,989,676
17.19

None
F 480,462
18.05
None
O 1,671,863
14.44

None
None
Other 7,615,176
60.96

None
Other 5,589,108
48.28

None
Other 1,517,100
57.02
None
Total 12,492,029
100.00

Total 11,577,046
100.00

Total 2,661,107
100.00

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5.2.5 Production in the Last Two Years

Unit: Thousand; NT$ thousand

Unit: Thousand; NT$ thousand Unit: Thousand; NT$ thousand Unit: Thousand; NT$ thousand
Year 2015 2016
Output
Major Products

Capacity
Quantity Value Capacity Quantity Value
Digital Imaging-related Applications Note Note

Note: Such information is the Company’s business secret. To protect shareholder’s benefits, it’s not able to disclose herein.

5.2.6 Shipments and Sales in the Last Two Years

Unit: Thousand; NT$ thousand Unit: Thousand; NT$ thousand Unit: Thousand; NT$ thousand Unit: Thousand; NT$ thousand Unit: Thousand; NT$ thousand Unit: Thousand; NT$ thousand Unit: Thousand; NT$ thousand Unit: Thousand; NT$ thousand
Year 2015(Note 1) 2016(Note 1)
Shipments
& Sales
Major Products
Local Export Local Export
Quantity Amount Quantity Amount Quantity Amount Quantity Amount
Digital Imaging-related
Applications
Note 2 2,035,606 Note 2 10,456,423 Note 2 439,930 Note 2 11,137,116

Note 1: Consolidated base with IFRS.

Note 2: Such information is the Company’s business secret. To protect shareholder’s benefits, it’s not able to disclose herein.

5.2.7 Operating Department

The Company is approved by the Industrial Development Bureau, Ministry of Economic Affairs as the headquarters of the Group to have internal management reports made consistently by decision makers in the Company and its subsidiaries. The major decision makers are responsible to allocate resources to business departments and evaluate their performance.

A. General information

The decision makers are responsible to allocate resources and evaluate the overall performance of the Group.

B. Measurement of department information

The decision makers evaluate the performance of business departments based on the consolidated financial statements compiled in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), and Interpretations developed by the International Financial Reporting Interpretations Committee (IFRIC) or the former Standing Interpretations Committee (SIC), as endorsed by the FSC.

  • C. Department information and information on assets and liabilities The Company and subsidiaries are single reporting departments, with revenue from external customers, profit and loss, and assets consistent with consolidated operating revenue, consolidated profit and loss, and consolidated assets.

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D. Types of products and services

The revenue from external customers is mainly generated by digital imaging products sold and related import/export business.

E. Types of regions

The types of regions in 2015 and 2016 are as follows:

Unit: NT$thousand Unit: NT$thousand Unit: NT$thousand Unit: NT$thousand
Region 2015 2016
Revenue Non-current
Liability
Revenue Non-current Liability
Asia 9,235,699 3,085,704 9,950,667 2,577,653
Europe 1,191,005 1,118,838
America 29,719 67,611
Taiwan 2,035,606 2,219,152 439,930 2,173,112
Total 12,492,029 5,304,856 11,577,046 4,750,765

5.3 Human Resources

an Resources an Resources
Year 2014 2016 March 31, 2017
Number of
Employees
Direct and Indirect 493 245 241
Management 16 8 7
Total 509 253 248
Average Age 38.98 41.59 41.64
Average Years of Service 5.09 7.4 8.05
Education (%) Ph.D. 2.36 0.7 0.8
Master 49.71 48.8 43.2
Bachelor’s Degree 44.20 45.8 50.4
Senior High School 2.55 4.0 4.0
Below Senior High
School
1.18 0.7 1.6

Note: Such information is the Company’s business secret. To protect shareholder’s benefits, it’s not able to disclose herein.

5.4 Environmental Protection Expenditure

5.4.1 Total Losses and Penalties

The loss or penalty caused by environmental pollution during the latest year and up to the printing date of this annual report: None.

5.4.2 Countermeasures and Possible Expenditure

The Company is a high-tech company located in Hsinchu Science Park, consuming very limited pollution. The Company strictly obeys environmental protection regulations. No environmental protection and safety penalty occurred from the Company and its subsidiaries.

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5.5 Labor Relations

  • 5.5.1 Implementation and Maintenance of Employee Benefits, Training, and Pension System and Labor Agreements

A. Employee benefits

Since its establishment, the Company has implemented the people-oriented management by valuing and caring for employees and continuously providing comprehensive benefits based on the Labor Pension Act and the Labor Standards Act.

Altek employees enjoy a comprehensive benefits package and annual, sick and maternity leave terms and flexible vacation rights that are significantly above the standard set in the Labor Law. Employees enjoy coverage under national Labor and Health Insurance schemes as well as group insurance coverage – well above Labor Law requirements.

Employees work flexible hours that fit in with their priorities and needs. Altek schedules regular employee health check and provides special monetary disbursements for weddings, births, hospitalization and funerals. Altek employees are also entitled to join in annually organized company outings, sports events and athletic competitions.

Special gifts or ‘red envelopes’ find their way to every employee to help celebrate his or her birthday. Special birthday discounts and awards are also provided by specially designated retailers.

B. Employee Training

Talent is the most important asset of the Company. Thus, developing employees’ knowledge and skills through properly planned resources and improving their productivity is the crucial task for the Company. Altek arranges annual training plans to address the professional needs of its employees, the professional skills training targets of management and the overall strategic objectives of the organization. Training for individuals, jobs and the organization strikes an optimal balance that gives every employee a tailored training schedule that is solid, well-rounded and targeted on enhancing and expanding skill sets. To provide better training quality, a feedback survey is conducted for the reference to subsequent training planning. Meanwhile, the Company also encourages employees to participate in external training programs, such as seminars, professional courses, and advanced study, by providing subsidies, so as to expand employees’ self-development and work potential.

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The number of training programs held in 2016 totaled 3,006 hours, with 1,067 trainees and at the cost of NT$447,000. The results of training programs are shown below:

Unit: NT$

Unit: NT$
Item Number of
Trainees
Hours Expense
Professional Training 851 2,222 447,000
Employee Safety and Health
Training
47 141
QualityTraining 84 166
Generic Training 25 75
New Employee Orientation 44 264
External Training 16 138
Total 1,067 3,006

Training programs are divided into:

  • (1) Professional Training

Professional training courses are held to improve employee’s’ professional skills, productivity, and performance.

  • (2) Employee Safety and Health Training

Employee safety and health training courses are held in accordance with national industrial safety and health regulations to safeguard employees’ health and safety at workplaces.

(3) Quality Training

The quality training courses are held to improve all employees’ awareness of quality and promote the provision of products of the best quality that meets customers’ needs.

(4) Generic Training

The generic training courses are held to improve employees’ language and computer skills and develop their potential for the purpose of achieving the Company’s overall business objectives.

  • (5) New Employee Orientation

The new employee orientation is held by Human Resource Division to help new recruits adapt to the Company’s systems, environment, and information security.

C. Pension System

The pension system is implemented in accordance with the Labor Pension Act and the Labor Standards Act. The labor retirement reserve is appropriated monthly. The pension systems of subsidiaries are implemented according to related local laws and regulations.

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Pension System Old System New System
Applicable Law Labor Standards Act Labor Pension Act
Method of Appropriation 2% of the monthly salary is
appropriated and deposited
in the Bank of Taiwan in the
name of the Supervisory
Committee of Business
Entities’ Labor Retirement
Reserve.
At least 6% of the monthly
salary is appropriated to
the employee’s personal
account in Bureau of Labor
Insurance, Ministry of
Labor.
Amount of Appropriation The balance of the labor
retirement reserve is
NT$48,985 thousand.
The pension recognized in
2016 was NT$15,510
thousand.

D. Labor Agreement

The Company and its subsidiaries have established mechanisms and channels of regular communication with employees and hold employee communication meetings from time to time to ensure smooth communication. No labor-related dispute occurs.

The Company has established the Working Rules based on the Labor Standards Act and the Working Rules have been approved by the Hsinchu Science Park Bureau.

E. Code of Conduct or Code of Ethics

(1)Employees shall work in accordance with the Company’s policies and regulations, abide by supervisors’ proper guidance, and have strong willingness to work and deliver good quality; supervisors shall provide guidance for employees in a cordial manner. Employees shall report their duties to their superiors.

(2)Employees shall hold an active, gregarious, and enterprising attitude toward work with a proactive point of view. Employees shall perform their duties reliably without any delay or procrastination. During working hours, employees are not allowed to leave their posts without permission.

(3)Employees shall take self-esteem, self-respect, and self-discipline seriously, act honestly, thriftily, and politely, and show respect to others.

(4)Employees are not allowed to browse documents, letters, technologies, and business that are not under their management without permission.

(5)Employees shall not disclose, tell, deliver, or transfer, or publish or release trade secrets known or held by themselves at their posts; without the Company’s written consent, employees are not allowed to operate or participate in business of their own or any third party that is related or similar to the Company’s business. Rights and liabilities of employment and confidentiality are governed by the Company’s Employment Contract and Confidentiality Contract separately.

(6)Employees shall not accept rebate or other illegal benefits due to convenience of duties or take advantage of their duties to make profit for themselves or others.

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(7)Employees shall not disclose confidential information on personal salaries on purpose or inquire about salaries of others.

(8)Employees shall not bring ammunition, swords, and guns, dangerous goods, contraband or objects irrelevant to the public goods of production to the workplaces or carry away any public goods from the Company without permission.

(9)Employees shall keep the workplace and the surroundings safe and clean in accordance with the occupational safety and health laws and regulations and the Company’s policies and prevent burglary, fire, or other natural disasters from happening.

F. Procedures for Handling Material Inside Information

The Company has established the Procedures for Handling Material Inside Information and includes the Procedures in the internal control system. To reduce the risk of insider trading, the responsible units notify related employees and supervisors from time to time to report any material information to be disclosed. Employees or supervisors may refer to related internal regulations from the responsible units or the corporate website.

All directors, supervisors, managers and employees or other parties receiving material information due to their position, profession, or relationship of control shall exercise the due care of a good administrator, perform their duties based on a self-discipline and prudent attitude and a principle of good faith, and strictly abide by the following regulations in respect of handling, disclosure, and confidentiality of material information set up by related competent authority.

  • Article 1 These Procedures are specially adopted to establish sound mechanisms for the handling and disclosure of material inside information by the Company, in order to prevent improper information disclosures and to ensure the consistency and accuracy of information released by the Company to the public.

  • Article 2 The Company shall implement its handling and disclosure of material inside information in accordance with applicable laws and regulations, the rules and regulations of the Taiwan Stock Exchange Corporation or the GreTai Securities Market, and these Procedures.

  • Article 3 These Procedures shall apply to all directors, supervisors, managerial officers, and employees of the Company.

  • The Company shall ensure that any other person who acquires knowledge

  • Article 4 of the Company's material inside information due to their position, profession, or relationship of control shall comply with the applicable provisions of these Procedures.

  • Article 5 For the purposes of these Procedures, the term "material inside information" refers to the news that involves the Company’s finance, business or the supply/demand and public acquisition of securities and have a major impact on the Company’s stock price or the legitimate investors’ decision making; the “news” mentioned above refers to Article 2 and Article 3 of the Regulations Governing the Scope of Material Information and the Means of its Public Disclosure Under Article 157-1,

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Paragraph 4 of the Securities and Exchange Act.

Article 6 The method to announce the news mentioned in Article 4 shall be governed by the Securities and Exchange Act.

Article 7 The time of establishment of the news mentioned in Article 5 shall be governed by the Securities and Exchange Act.

  • Article 8 The spokesperson or the person appointed by him/her is responsible for handling material inside information with the following functions and authorities:

  • Responsibility for formulating the drafts of these Procedures and any amendments to them.

  • Responsibility for announcing material inside information according to laws and regulations.

  • Responsibility for receiving reports on unauthorized disclosures of material inside information and formulation of corresponding measures.

  • Other activities related to these Procedures.

  • Article 9 The Company's directors, supervisors, managerial officers, and employees shall exercise the due care and fiduciary duty of a good administrator and act in good faith when performing their duties, and shall sign confidentiality agreements.

No director, supervisor, managerial officer, or employee with knowledge of material inside information of the Company may divulge the information to others.

No director, supervisor, managerial officer, or employee of the Company may inquire about or collect any non-public material inside information of the Company not related to their individual duties from a person with knowledge of such information, nor may they disclose to others any non-public material inside information of the Company of which they become aware for reasons other than the performance of their duties.

Any organization or person outside of the Company that is involved in any corporate action of the Company relating to a merger or acquisition, major memorandum of understanding, strategic alliance, other business partnership plans, or the signing of a major contract shall be required to sign a confidentiality agreement, and may not disclose to another party any material inside information of the Company's thus acquired.

  • Article 10 The Company shall keep records in respect of any disclosure of information to outside parties.

Article 11 These Procedures, and any amendments to them, shall be implemented upon approval by the board of directors.

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  • G. Safeguard for the Workplace and Employees’ Safety

  • (1) Environmental improvement and maintenance of environmental conditions

The maintenance of the facilities and equipment at the workplace will be designed from time to time to create a comfortable and safe working environment.

(2) Safety training

The training course on fire and emergency drills will be carried out annually to minimize the loss of property in case of emergency.

(3) Health management

Cleaning, disinfection, and garbage recycling are carried out at the workplace to avoid the growth of mosquitos and bacteria.

5.5.2 Loss Caused by Labor-related Disputes, Estimations and Countermeasures: None.

5.6 Important Contracts

Agreement Counterparty Period Major Contents Restrictions
ODM Note Note Design and manufacturing of medical
products
Non-disclosure
ODM Note Note Design and manufacturing of DSC Non-disclosure
Technology
Authorization
Note Note Authorization of digital imaging
technologies
Non-disclosure

Note: Such information is business secret. To protect shareholder’s benefit, it’s unable to disclose herein.

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VI. Financial Information

6.1 Five-Year Financial Summary

6.1.1 Condensed Balance Sheet

A. Consolidated Condensed Balance Sheet – Based on IFRS

Unit: NT$ thousand

Year
Item
Year
Item

2012
2013 2014 2015 2016 March 31, 2017
(Note 2)
Current Assets 10,012,033 9,078,856 9,643,055 9,649,516 10,051,522 9,007,681
Property, Plant and
Equipment
5,297,892 5,656,784 5,603,692 5,211,143 4,657,848 4,493,134
Intangible Assets 73,079 110,413 103,447 93,713 92,917 86,296
Other Assets 1,034,715 872,407 502,017 445,806 424,845 473,350
Total Assets 16,417,719 15,718,460 15,852,211 15,400,178 15,227,132 14,060,461
Current
Liabilities
Before
Distribution
5,311,445 4,923,728 5,447,625 5,117,961 5,613,869 4,891,368
After
Distribution
5,684,446 4,923,728 5,717,879 5,386,241 Note 3 Note 3
Non-current Liabilities 953,879 894,824 724,458 653,365 580,270 518,458
Total
Liabilities
Before
Distribution
6,265,324 5,818,552 6,172,083 5,771,326 6,194,139 5,409,826
After
Distribution
6,638,325 5,818,552 6,442,337 6,039,606 Note 3 Note 3
Share Capital(Note 4) 3,961,013 3,902,653 2,701,358 2,726,938 2,739,788 2,739,088
Capital
Reserve
Before
Distribution
2,377,444 2,028,690 2,063,551 1,975,772 1,862,914 1,861,738
After
Distribution
2,041,743 2,028,690 1,928,424 1,841,632 Note 3 Note 3
Retained
~~E~~arnings
Before
Distribution
4,912,768 4,374,704 4,426,902 4,536,749 4,462,922 4,494,059
Distribution 4,875,468 4,374,704 4,291,775 4,402,609 Note 3 Note 3
Other EquityInterest (340,799) 27,904 481,868 414,647 (25,521) (430,312)
TreasuryStock (768,094) (440,573) (129,393) (129,393) (129,393)
Equity
Attributable
to Owners
of
the Parent

Before
Distribution
10,142,332 9,893,378 9,673,679 9,524,713 8,910,710 8,535,180
After
Distribution
9,769,331 9,893,378 9,403,425 9,256,433 Note 3 Note 3
Non-controllingInterests 10,063 6,530 6,449 104,139 122,283 115,455
~~T~~otal Equity
Before
Distribution
10,152,395 9,899,908 9,680,128 9,628,852 9,032,993 8,650,635

After
Distribution
9,779,394 9,899,908 9,409,874 9,360,572 Note 3 Note 3

Note 1: IFRSs have been adopted since 2013 (the disclosure of the 2012 financial data is required in the 2013 financial statements).

Note 2: The annual financial statements have been audited by CPAs; financial statements as of March 31, 2017 have been reviewed by CPAs.

Note 3: The earnings distribution of Year 2016 is subject to approval of the shareholders’ meeting to be held on June 16, 2017.

Note 4: Mainly the capital decrease by cash at the amount of NT$1,182,475 thousand in 2014.

76

B. Consolidated Condensed Balance Sheet – Based on ROC GAAP

Unit: NT$ thousand

Unit: NT$thousand
Item Year
2012
Current Assets 10,289,931
Funds & Investments 587,372
Fixed Assets 3,826,492
Intangible Assets 111,536
Other Assets 1,558,127
Total Assets 16,373,458
Current Liabilities Before Distribution 5,453,899
After Distribution 5,826,900
Long-term Liabilities
Other Liabilities 749,962
Total Liabilities Before Distribution 6,203,861
After Distribution 6,576,862
Share Capital 3,961,013
Capital Reserve Before Distribution 2,387,988
After Distribution 2,052,287
Retained Earnings Before Distribution 4,775,439
After Distribution 4,738,139
Unrealized Gain or Loss on Financial Instruments
Cumulative Translation Adjustments (196,812)
Net Loss Unrecognized as Pension Cost
Treasury Stock (768,094)
Minority Interests 10,063
Total Shareholders’ Equity Before Distribution 10,169,597
After Distribution 9,796,596

Note: The above financial data have been audited by CPAs.

77

C. Individual Condensed Balance Sheet – Based on IFRS

Unit: NT$ thousand

Year
Item
Year
Item

2012
2013 2014 2015 2016
Current Assets 4,527,075 2,773,391 3,560,652 3,342,969 2,172,741
Property, Plant and Equipment 2,306,706 2,252,204 2,195,459 2,151,402 2,132,812
Intangible Assets 4,434 7,135 3,892 3,866 2,172
Other Assets 11,019,966 11,083,223 10,308,292 10,217,278 10,022,195
Total Assets 17,858,181 16,115,953 16,068,295 15,715,515 14,329,920
Current
Liabilities
Before
Distribution

6,788,749
5,327,751 5,670,171 5,544,812 4,871,861
After
Distribution

7,161,750
5,327,751 5,940,425 5,813,092 Note 3
Non-current
Liabilities
927,100 894,824 724,445 645,990 547,349
~~T~~otal Liabilities Before
Distribution

7,715,849
6,222,575 6,394,616 6,190,802 5,419,210
After
Distribution

8,088,850
6,222,575 6,664,870 6,459,082 Note 3
Share Capital (Note 4) 3,961,013 3,902,653 2,701,358 2,726,938 2,739,788
~~C~~apital Reserve Before
Distribution

2,377,444
2,028,690 2,063,551 1,975,772 1,862,914
After
Distribution

2,041,743
2,028,690 1,928,424 1,841,632 Note 3
Retained
Earnings
Before
Distribution

4,912,768
4,374,704 4,426,902 4,536,749 4,462,922
After
Distribution

4,875,468
4,374,704 4,291,775 4,402,609 Note 3
Other Equity Interest (340,799) 27,904 481,868 414,647 (25,521)
Treasury Stock (768,094) (440,573) (129,393) (129,393)
Total
shareholders’
Equity

Before
Distribution
10,142,332 9,893,378 9,673,679 9,524,713 8,910,710
After
Distribution

9,769,331
9,893,378 9,403,425 9,256,433 Note 3

Note 1: IFRSs have been adopted since 2013 (the disclosure of the 2012 financial data is required in the 2013 financial statements).

Note 2: The financial data have been audited by CPAs.

Note 3: The earnings distribution of Year 2016 is subject to approval of the shareholders’ meeting to be held on June 16, 2017.

Note 4: Mainly the capital decrease by cash at the amount of NT$1,182,475 thousand in 2014.

78

D. Individual Condensed Balance Sheet – Based on ROC GAAP

Unit: NT$ thousand

Unit: NT$ thousand
Item Year
2012
Current Assets 4,801,680
Funds & Investments 10,672,229
Fixed Assets 835,306
Intangible Assets 4,434
Other Assets 1,500,296
Total Assets 17,813,945
~~C~~urrent Liabilities Before Distribution 6,904,449
After Distribution 7,277,450
Long-term Liabilities
Other Liabilities 749,962
~~T~~otal Liabilities Before Distribution 7,654,411
After Distribution 8,027,412
Share Capital 3,961,013
~~C~~apital Reserve Before Distribution 2,387,988
After Distribution 2,052,287
~~R~~etained Earnings Before Distribution 4,775,439
After Distribution 4,738,139
Unrealized Gain or Loss on Financial Instruments
Cumulative Translation Adjustments (196,812)
Net Loss Unrecognized as Pension Cost
Treasury Stock (768,094)
~~T~~otal Shareholders’ Equity Before Distribution 10,159,534
After Distribution 9,786,533

Note: The above financial data have been audited by CPAs.

79

6.1.2 Condensed Statement of Comprehensive Income/Condensed Statement of Income

A. Consolidated Condensed Statement of Comprehensive Income–Based on IFRS

Unit: NT$thousand Unit: NT$thousand Unit: NT$thousand Unit: NT$thousand Unit: NT$thousand
Year
Item

2012
2013 2014 2015 2016 March 31,
2017
Operating Revenue 24,575,459 19,165,825 15,431,081 12,492,029 11,577,046 2,661,107
Gross Profit from
Operations
1,766,651 1,158,836 1,560,966 1,568,786 1,555,744 401,266
Net Operating Income
(Loss)
183,551 (63,840) 301,251 226,351 45,759 47,326
Non-operating Income
and Expense
145,809 (303,661) 9,631 56,160 144,816 (15,830)
Income (Loss) before Tax 329,360 (367,501) 310,882 282,511 190,575 31,496
Income
(Loss)
for
Continued Operations
280,103 (330,515) 276,175 274,380 100,108 25,130
Income (Loss) from
Discontinued
Operations
Net Income (Loss) 280,103 (330,515) 276,175 274,380 100,108 25,130
Other Comprehensive
Income(Income after Tax)
(343,283) 368,703 458,362 (11,764) (438,440) (416,793)
Total Comprehensive
Income
(63,180) 38,188 734,537 262,616 (338,332) (391,663)
Net Income Attributable
to Owners of the Parent
280,103 (332,012) 275,335 273,643 53,800 31,137
Net Income Attributable
to
Non-controllingInterests
1,497 840 737 46,308 (6,007)
Comprehensive Income
Attributable to
Owners of the Parent
(63,180) 36,691 733,697 265,898 (382,446) (384,835)
Comprehensive Income
Attributable to
Non-controllingInterests
1,497 840 (3,282) 44,114 (6,828)
Earnings (Loss) per Share
(NT$)
0.75 (0.88) 0.80 1.02
0.20
0.12

Note 1: IFRSs have been adopted since 2013 (the disclosure of the 2012 financial data is required in the 2013 financial statements).

  • Note 2: The annual financial statements have been audited by CPAs; financial statements as of March 31, 2017 have been reviewed by CPAs.

  • Note 3: The earnings distribution of Year 2016 is subject to approval of the shareholders’ meeting to be held on June 16, 2017.

80

B. Consolidated Condensed Statement of Income – Based on ROC GAAP

Unit: NT$ thousand

Unit: NT$thousand
Year
Item

2012
Operating Revenue 24,575,459
Gross Profit from Operations 1,766,651
Income from Operations 183,551
Non-operating Income 183,463
Non-operating Expenses (37,654)
Income from Operations of Continued Segments-before Tax 329,360
Income from Operations of Continued Segments-after Tax 280,103
Income from Discontinued Operations
Extraordinary Gain or Loss
Cumulative Effect of Accounting Principle Changes
Net Income 280,103
Earnings per Share (NT$) 0.75

Note: The above financial data have been audited by CPAs.

C. Individual Condensed Statement of Comprehensive Income–Based on IFRS

Unit: NT$ thousand

Year
Item
2012 2013 2014 2015 2016
Operating Revenue 22,154,630
10,164,641

11,710,474
9,153,080 3,860,298
Gross Profit from Operations 1,451,506
1,079,436

1,249,827
1,011,509
650,252
Net Operating Income (Loss) 131,815
148,278

354,250

177,508

22,497
Non-operating
Income
and
Expense
106,587
(532,313)

(106,917)

72,180

51,557
Income (Loss) before Tax 238,402
(384,035)

247,333

249,688

74,054
Income (Loss) for Continued
Operations
280,103
(332,012)

275,335

273,643

53,800
Income (Loss) from Discontinued
Operations
Net Income (Loss) 280,103
(332,012)

275,335

273,643

53,800
Other Comprehensive Income
(Income after Tax)
(343,283)
368,703

458,362

(7,745)

(436,246)
Total Comprehensive Income (63,180)
36,691

733,697

265,898

(382,446)
Earnings (Loss) per Share (NT$) 0.75
(0.88)

0.80

1.02

0.20

Note 1: IFRSs have been adopted since 2013 (the disclosure of the 2012 financial data is required in the 2013 financial statements).

Note 2: The financial data have been audited by CPAs.

81

D. Individual Condensed Statement of Income – Based on ROC GAAP

Unit: NT$ thousand

Unit: NT$thousand
Year
Item
2012
Operating Revenue 22,154,630
Gross Profit from Operations (Note 2) 1,451,506
Income from Operations 131,815
Non-operating Income 108,349
Non-operating Expenses (1,762)
Income from Operations of Continued
Segments-before Tax
238,402
Income from Operations of Continued
Segments-after Tax
280,103
Income from Discontinued Operations
Extraordinary Gain or Loss
Cumulative Effect of Accounting Principle
Changes
Net Income 280,103
Earnings per Share (NT$) 0.75

Note 1: The above financial data have been audited by CPAs. Note 2: Include realized (unrealized) interests among affiliated companies.

6.1.3 Auditors’ Opinions from 2012 to 2016

Year CPA Accounting Firm Audit Opinion
2012 Guo-Hua Zeng and Wei-Chen Wang PricewaterhouseCoopers Unqualified opinion
2013 Guo-Hua Zeng and Wei-Chen Wang PricewaterhouseCoopers Unqualified opinion
2014 Yu-Kuan Lin and Fang-Yu Wun
(Note)
PricewaterhouseCoopers Unqualified opinion
2015 Yu-Kuan Lin and Dian-Yi Li (Note) PricewaterhouseCoopers Unqualified opinion
2016 Dian-Yi Li and Yu-Kuan Lin (Note) PricewaterhouseCoopers Unqualified opinion

Note: Since 2014 Q1, CPAs have been changed based on the job rotation of PricewaterhouseCoopers.

82

6.2 Five-Year Financial Analysis

A. Consolidated Financial Analysis – Based on IFRS

Item Year Year 2012 2013 2014 2015 2016 March 31,
2017
Financial
Structure (%)
Debt Ratio 38.16
37.02

38.94

37.48

40.68

38.48
Ratio of Long-term Capital to
Property,Plant and Equipment
209.64
190.83

185.67

197.19

206.39

204.07
Solvency (%) Current Ratio (%) 188.50
184.39

177.01

188.30

179.05

184.15
Quick Ratio (%) 151.89
153.51

151.85

165.33

149.10

153.89
Interest Earned Ratio (Times) 187.92
19.00
14.88

8.39

5.54
Operating
Performance
Accounts Receivable Turnover
(Times)
7.07
5.80

5.60

5.30

4.57

4.56
Average Collection Period 51.62
62.93

65.17

68.86

79.86

80.04
Inventory Turnover (Times) 10.62
10.55

9.98

8.36

6.88

6.12
Accounts Payable Turnover
(Times)
5.46
6.37

5.10

4.08

4.14

4.44
Average Days in Sales 34.36
34.59

36.57

43.66

53.05

59.64
Property, Plant and Equipment
Turnover(Times)
4.64
3.50

2.74

2.31

2.35

0.58
Total Assets Turnover (Times) 1.38
1.19

0.98

0.80

0.76

0.18
Profitability Return on Total Assets (%) 1.59
(2.00)

1.84

1.86

0.80

0.21
Return on Stockholders'
Equity(%)
2.67
(3.30)

2.82

2.84

1.07

0.28
Pre-tax Income to Paid-in
Capital(%)
8.32
(9.42)

11.51

10.36

6.96

1.15
Profit Ratio (%) 1.14
(1.72)

1.79

2.20

0.86

0.94
Earnings per
Share (NT$)
Before
Adjustment
0.75
(0.88)

0.80

1.02

0.20

0.12
After Adjustment 0.75
(0.88)

0.80

1.02
Note 3
Note 3
Cash Flow Cash Flow Ratio (%) 21.2
6.16

9.08
Cash Flow Adequacy Ratio(%) 108.16
95.69

42.36

62.43

25.18
Cash Reinvestment Ratio (%) 9.33
0.36

3.95
Leverage Operating Leverage 16.72
8.39
10.88

44.05

10.24
Financial Leverage 1.01
0.85

1.06

1.10

2.33

1.17

Note 1: IFRSs have been adopted since 2013 (the disclosure of the 2012 financial data is required in the 2013 financial statements). Note 2: Calculated based on the weighted average number of shares after adjustment. The earnings distribution of Year 2016 is subject to approval of the shareholders’ meeting to be held on June 16, 2017.

Reason for Changes in Financial Ratios in the Last Two Years:

Due to the lower revenue and profitability of digital imaging-related applications, the financial structure, solvency, operating performance and profitability in 2016 were lower than those in 2015.

83

B. Consolidated Financial Analysis – Based on ROC GAAP


Item
Year Year 2012
Financial
Structure (%)
Debt Ratio 37.89
Ratio of Long-term Capital to Fixed Assets 191.96
Solvency (%) Current Ratio (%) 188.67
Quick Ratio (%) 147.34
Interest Earned Ratio (Times) 187.92
Operating
Performance
nover (Times) 6.48
Average Collection Period 56.34
Inventory Turnover (Times) 10.62
Accounts Payable Turnover (Times) 5.46
Average Days in Sales 34.36
Fixed Assets Turnover (Times) 4.64
Total Assets Turnover (Times) 1.39
Profitability Return on Total Assets (%) 1.59
Return on Stockholders' Equity (%) 2.67
Ratio of Operating Income to Issued Capital (%) 4.63
Ratio of Pre-tax Income to Issued Capital (%) 8.32
Profit Ratio (%) 1.14
Earnings per Share (NT$) Before Adjustment 0.75
After Adjustment 0.75
Cash Flow Cash Flow Ratio (%)
Cash Flow Adequacy Ratio (%) 103.11
Cash Reinvestment Ratio (%)
Leverage Operating Leverage 16.72
Financial Leverage 1.01

Note: Calculated based on the weighted average number of shares after adjustment.

Reason for Changes in Financial Ratios in the Last Two Years: N/A.

84

C. Individual Financial Analysis – Based on IFRS

Item Year Year 2012 2013 2014 2015 2016
Financial
Structure (%)
Debt Ratio 43.21
38.61

39.80

39.39

37.82
Ratio of Long-term Capital to Property, Plant
and Equipment
479.88
479.01

473.62

472.75

443.45
Solvency (%) Current Ratio(%) 66.68
52.06

62.80

60.29

44.60
Quick Ratio(%) 64.43
51.44

61.98

60.12

44.42
Interest Earned Ratio (Times) 136.30
18.44
13.27

3.88
Operating
Performance
Accounts Receivable Turnover (Times) 6.87
3.84

5.80

5.30

3.39
Average Collection Period 53.10
95.02

62.93

68.86

107.67
InventoryTurnover(Times) 119.29
125.22

566.87

413.87

459.62
Accounts Payable Turnover(Times) 3.54
2.10

2.99

2.36

1.20
Average Days in Sales 3.06
2.91

0.64

0.88

0.79
Property, Plant and Equipment Turnover
(Times)
9.50
4.46

5.27

4.21

1.80
Total Assets Turnover (Times) 1.18
0.60

0.73

0.58

0.26
Profitability Return on Total Assets(%) 1.50
(1.90)
1.78
1.83

0.50
Return on Stockholders' Equity (%) 2.67
(3.31)
2.81
2.85

0.58
Pre-tax Income to Paid-in Capital(%) 6.02
(9.84)
9.16
9.16

2.70
Profit Ratio(%) 1.26
(3.27)
2.35
2.99

1.39
Earnings per
Share (NT$)
Before Adjustment 0.75
(0.88)
0.80
1.02

0.20
After Adjustment 0.75
(0.88)
0.80
1.02

Note 3
Cash Flow Cash Flow Ratio (%) 12.24
7.04

Cash Flow AdequacyRatio(%)
Cash Reinvestment Ratio(%) 6.55 1.15
Leverage OperatingLeverage 9.02 5.95 3.20 5.23 21.11
Financial Leverage 1.01 1.08 1.04 1.13

Note 1: IFRSs have been adopted since 2013 (the disclosure of the 2012 financial data is required in the 2013 financial statements).

Note 2: Calculated based on the weighted average number of shares after adjustment.

Note 3: The earnings distribution of Year 2016 is subject to approval of the shareholders’ meeting to be held on June 16, 2017.

Reason for Changes in Financial Ratios in the Last Two Years:

Due to the lower revenue and profitability of digital imaging-related applications, the financial structure, solvency, operating performance and profitability in 2016 were lower than those in 2015.

85

D. Individual Financial Analysis – Based on ROC GAAP

Item Year Year 2012
Financial
Structure (%)
Debt Ratio 42.97
Ratio of Long-term Capital to Fixed
Assets
1,216.26
Solvency (%) Current Ratio (%) 69.54
Quick Ratio (%) 63.30
Interest Earned Ratio (Times) 136.30
Operating
Performance
Accounts Receivable Turnover (Times) 6.72
Average Collection Period 54.33
Inventory Turnover (Times) 145.88
nover (Times) 3.54
Average Days in Sales 2.50
Fixed Assets Turnover (Times) 25.88
Total Assets Turnover (Times) 1.19
Profitability Return on Total Assets (%) 1.51
Return on Stockholders' Equity (%) 2.67
Ratio of Operating Income to Issued
Capital(%)
3.33
Ratio of Pre-tax Income to
(%)
Issued Capital 6.02
Profit Ratio (%) 1.26
Earnings per Share (NT$) Before
Adjustment
0.75
After
Adjustment
0.75
Cash Flow Cash Flow Ratio (%)
Cash Flow Adequacy Ratio (%) 112.14
Cash Reinvestment Ratio (%)
Leverage Operating Leverage 9.02
Financial Leverage 1.01

Note: Calculated based on the weighted average number of shares after adjustment.

Reason for Changes in Financial Ratios in the Last Two Years: N/A.

86

International Financial Reporting Standards (IFRS)

Formula for Financial Ratios:

  1. Financial Structure

  2. (1) Debt Ratio Total Liabilities Total Assets.

  3. (2) Ratio of Long-term Capital to Property, Plant and Equipment (Total Shareholders’ Equity Non-current Liabilities) Net Property, Plant and Equipment.

  4. Solvency

  5. (1) Current Ratio Current Assets Current Liabilities.

  6. (2) Quick Ratio (Current Assets Inventory Prepaid Expenses) Current Liabilities.

  7. (3) Interest Earned Ratio Net Profit before Income Tax and Interest Expenses Current Interest Expenses.

  8. Operating Performance

  9. (1) Accounts Receivable Turnover (including Accounts Receivable and Notes Receivable arising from Business) Net Sales Average Accounts Receivable Balance (including Accounts Receivable and Notes Receivable arising from Business) in Each Period.

  10. (2) Average Collection Period 365 Accounts Receivable Turnover.

  11. (3) Inventory Turnover Cost of Sales Average Inventory.

  12. (4) Accounts Payable Turnover (including Accounts Payable and Notes Payable arising from Business) Cost of Sales Average Accounts Payable Balance (including Accounts Payable and Notes Payable arising from Business) in Each Period.

  13. (5) Average Days in Sales 365 Inventory Turnover.

  14. (6) Property, Plant and Equipment Turnover Net Sales Net Average Property, Plant and Equipment.

  15. (7) Total Assets Turnover Net Sales Average Total Assets.

  16. Profitability

  17. (1) Return on Total Assets =〔 Net Income Interest Expenses×(1 Tax Rate) 〕/ Average Total Assets.

  18. (2) Return on Stockholders' Equity Net Income Average Total Shareholders’ Equity.

  19. (3) Profit Ratio Net Income Net Sales.

  20. (4) Earnings per Share (Profits and Losses Attributable to the Owners of the Parent Company Preferred Dividend) Weighted Average Number of Shares Issued.

  21. Cash Flow

  22. (1) Cash Flow Ratio Net Cash Flow from Operating Activities Current Liabilities.

  23. (2) Cash Flow Adequacy Ratio Net Cash Flow from Operating Activities over the Last Five Years (Capital Expenditures Increase in Inventory Cash Dividend) over the Last Five Years.

  24. (3) Cash Reinvestment Ratio (Net Cash Flow from Operating Activities Cash Dividends) (Gross Property, Plant and Equipment Long-term Investment Other Non-current Assets Working Capital).

  25. Leverage

  26. = -

  27. (1) Operating Leverage (Net Operating Income Variable Operating Costs and Expenses) Operating Income.

  28. = -

  29. (2) Financial Leverage Operating Income (Operating Income Interest Expenses).

87

ROC Generally Accepted Accounting Principles (GAAP)

Formula for Financial Ratios:

  1. Financial Structure

  2. (1) Debt Ratio Total Liabilities Total Assets. (2) Ratio of Long-term Capital to Fixed Assets (Net Shareholders’ Equity Long-term Liabilities) Net Fixed Assets. 2. Solvency (1) Current Ratio Current Assets Current Liabilities.

  3. (2) Quick Ratio (Current Assets Inventory Prepaid Expenses) Current Liabilities.

  4. (3) Interest Earned Ratio Net Profit before Income Tax and Interest Expenses Current Interest Expenses. 3. Operating Performance (1) Accounts Receivable Turnover (including Accounts Receivable and Notes Receivable arising from Business) Net Sales Average Accounts Receivable Balance (including Accounts Receivable and Notes Receivable arising from Business) in Each Period.

(2) Average Collection Period 365 Accounts Receivable Turnover.

  • (3) Inventory Turnover Cost of Sales Average Inventory. (4) Accounts Payable Turnover (including Accounts Payable and Notes Payable arising from Business) Cost of Sales Average Accounts Payable Balance (including Accounts Payable and Notes Payable arising from Business) in Each Period.

  • (5) Average Days in Sales 365 Inventory Turnover.

  • (6) Fixed Assets Turnover Net Sales Average Net Fixed Assets. (7) Total Assets Turnover Net Sales Average Total Assets.

  • Profitability

  • (1) Return on Total Assets =〔 Net Income Interest Expenses×(1 Tax Rate) 〕/ Average Total Assets. (2) Return on Stockholders' Equity Net Income AverageNet shareholders' Equity.

  • (3) Profit Ratio Net Income Net Sales.

  • = -

  • (4) Earnings per Share (Net Income Preferred Dividend) Weighted Average Number of Shares Issued. 5. Cash Flow

  • (1) Cash Flow Ratio Net Cash Flow from Operating Activities Current Liabilities.

  • (2) Cash Flow Adequacy Ratio Net Cash Flow from Operating Activities over the Last Five Years (Capital Expenditures Increase in Inventory Cash Dividend) over the Last Five Years.

  • (3) Cash Reinvestment Ratio (Net Cash Flow from Operating Activities Cash Dividends) (Gross Fixed Assets Long-term Investment Other Assets Working Capital).

  • Leverage

= - (1) Operating Leverage (Net Operating Income Variable Operating Costs and Expenses) Operating Income.

= - (2) Financial Leverage Operating Income (Operating Income Interest Expenses).

88

6.3 Supervisors’ Report for the Most Recent Year

Supervisor’s Report

The Company’s 2016 financial statements (including the consolidated financial statements) were audited by CPA Dian-Yi Lee and CPA Yu-Kuan Lin of PricewaterhouseCoopers Taiwan that were presented fairly, in all material respects, regarding the Company’s financial position, and the results of

operations and cash flows. We have reviewed the said business report, financial statements, and proposal for surplus earnings distribution that were prepared by the Board of Directors without finding any nonconformity. We submit this

Supervisors’ report in accordance with Article 219 of the Company Law.

To: The 2017 General Shareholders’ Meeting of Altek Corporation

Supervisor: Tim Liou

Supervisor: Amy Chien

Supervisor: Alex Liou

March 27, 2017

89

6.4 Consolidated Financial Statements for the Years Ended December 31, 2016 and 2015

ALTEK CORPORATION AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS AND

REPORT OF INDEPENDENT ACCOUNTANTS

DECEMBER 31, 2016 AND 2015

90

==> picture [166 x 121] intentionally omitted <==

REPORT OF INDEPENDENT ACCOUNTANTS TRANSLATED FROM CHINESE

PWCR 16000168

(In Thousands of New Taiwan Dollars) To the Board of Directors and Shareholders of Altek Corporation

Opinion

We have audited the accompanying consolidated balance sheets of Altek Corporation and its subsidiaries (the “Group”) as at December 31, 2016 and 2015, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and 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 at 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 Preparations of Financial Reports by Securities Issuers” and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission.

Basis for opinion

We conducted our audits in accordance with the “Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants” and generally accepted auditing standards in the Republic of China (ROC GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the Code of Professional Ethics for Certified Public Accountants in the Republic of China (the “Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. 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 of the current period. These matters were addressed in the

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context of our audit of the consolidated financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.

Allowance for inventory valuation losses

Description

Please refer to Note 4(11) for description of accounting policy on inventory valuation. Please refer to Note 5(2) for accounting estimates and assumption uncertainty in relation to inventory valuation. Please refer to Note 6(4) for description of allowance for inventory valuation losses.

The Group is primarily engaged in manufacturing and sales of digital image application products. As the Group is in a rapidly changing industry and the short life cycle of electronic products and the highly competitive nature of the market, there is a higher risk of incurring inventory valuation losses or having obsolete inventory. The Group measuring inventories sold at the lower of cost and net realisable value. For inventory that is over certain age and individually identified obsolete or ruined inventory, recognising losses at net realisable value. Aforementioned allowance for inventory valuation losses mainly arising from individually identified obsolete or ruined inventory, since the value of inventories is significant, inventory kinds is various, and the individual identification of inventory usually involves human judgment which belongs to the area that needs to be judged in the audit process. Thus, we identified valuation of allowance for inventory losses as one of key audit matters.

How our audit addressed the matter

We performed the following audit procedures on the above key audit matter:

  • A. Understanding and assessing the provision policy on inventory valuation losses.

  • B. Obtaining the statement of individually identified obsolete inventory prepared by management and checking the accuracy of stock age analysis report and relevant information.

  • C. Checking the reasonableness of net realisable value of inventory to assess the consistency between valuation of market value decline and its provision policy, and assessing the reasonableness of allowance for valuation losses determined by the Group.

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Timing of sales revenue recognition

Description

Please refer to Note 4(25) for accounting policies of revenue recognition. The Company and its subsidiaries’ revenue mainly arises from export and the cash amounts are material. As the sales terms vary from customers who located around Mainland China, Europe and America, the terms in customer orders and contracts are essential to be judged. As it involves judgement and identification of ownership transfer timing of risk and compensation, we consider the timing of revenue recognition a key audit matter.

How our audit addressed the matter

We performed the following audit procedures on the above key audit matter:

  • A. Assessing the appropriation of policies on sales revenue recognition.

  • B. Assessing and testing the design of internal controls that are relevant to sales revenue recognition and the effectiveness of execution.

  • C. Performing cutoff test on sales revenue in specific period around balance sheet date.

  • D. Performing confirmation and substantive test on the balance of accounts receivable at the end of period to confirm accounts receivable and relevant sales revenue have been recorded in accurate period.

Other matter – Parent company only financial reports

We have audited and expressed an unqualified opinion on the parent company only financial statements of Altek Corporation as at and for the years ended December 31, 2016 and 2015.

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 Preparations of Financial Reports by Securities Issuers” and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission, 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.

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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 the supervisors, are responsible for overseeing the Group’s financial reporting process.

Auditor’s 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 auditor’s 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 ROC GAAS 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 ROC GAAS, 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.

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

  2. 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 auditor’s 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 auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.

  3. 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.

  4. Obtain sufficient appropriate audit evidence regarding the financial information of the 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.

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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 of the current period and are therefore the key audit matters. We describe these matters in our auditor’s 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.

PricewaterhouseCoopers, Taiwan Hsinchu, Taiwan Republic of China March 27, 2017


The accompanying consolidated financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying consolidated financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.

As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.

~6~

96

ALTEK CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31

(Expressed in thousands of New Taiwan dollars)

Assets Notes
6(1)
6(2)
6(3)
6(4)
6(5)
6(6)
6(7)
6(8)
6(24)
6(9)
2016 %
32
5
-
18
-
-
10
1
-
66
1
1
31
1
-
-
34
100
2015
AMOUNT
$
4,849,989
693,709
349
2,783,145
19,943
3,628
1,470,971
210,016
19,772
10,051,522
147,834
126,757
4,657,848
92,917
69,782
80,472
5,175,610
$
15,227,132
AMOUNT
$
5,741,973
427,531
17,264
2,251,748
21,199
2,061
1,061,419
115,452
10,869
9,649,516
143,995
138,206
5,211,143
93,713
71,834
91,771
5,750,662
$
15,400,178
%
Current assets
1100
Cash and cash equivalents
1110
Current financial assets at fair
value through profit or loss
1150
Notes receivable, net
1170
Accounts receivable, net
1200
Other receivables
1220
Current income tax assets
130X
Inventories, net
1410
Prepayments
1470
Other current assets
11XX
Current Assets
Non-current assets
1543
Non-current financial assets at
cost
1550
Investments accounted for using
equity method
1600
Property, plant and equipment,
net
1780
Intangible assets, net
1840
Deferred income tax assets
1900
Other non-current assets
15XX
Non-current assets
1XXX
Total assets
37
3
-
15
-
-
7
1
-
63
1
1
34
1
-
-
37
100

(Continued)

~7~

97

ALTEK CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31

(Expressed in thousands of New Taiwan dollars)

Liabilities and Equity 2016
2015
Notes
AMOUNT
%
AMOUNT
%
6(10)
$
2,415,000
16 $
1,730,000
11
2,417,239
16
2,422,069
16
445,206
3
510,923
3
79,253
1
62,273
1
6(13)
52,247
-
36,998
-
204,924
1
355,698
2
5,613,869
37
5,117,961
33
6(13)
121,819
1
98,880
1
6(24)
442,112
3
528,141
3
6(11)
16,339
-
26,344
-
580,270
4
653,365
4
6,194,139
41
5,771,326
37
6(14)
2,739,788
18
2,726,938
18
6(15)
1,862,914
12
1,975,772
13
6(16)
1,374,374
9
1,347,010
9
142,456
1
142,456
1
2,946,092
19
3,047,283
20
6(17)
(
25,521 )
-
414,647
2
6(14)
(
129,393 ) (
1 ) (
129,393) (
1)
8,910,710
58
9,524,713
62
122,283
1
104,139
1
9,032,993
59
9,628,852
63
9
$
15,227,132
100 $
15,400,178
100
Current liabilities
2100
Short-term borrowings
2170
Accounts payable
2200
Other payables
2230
Current income tax liabilities
2250
Provisions for liabilities - current
2300
Other current liabilities
21XX
Current Liabilities
Non-current liabilities
2550
Provisions for liabilities -
noncurrent
2570
Deferred income tax liabilities
2600
Other non-current liabilities
25XX
Non-current liabilities
2XXX
Total Liabilities
Equity attributable to owners of
parent
Share capital
3110
Common stock
Capital surplus
3200
Capital surplus
Retained earnings
3310
Legal reserve
3320
Special reserve
3350
Unappropriated retained earnings
Other equity interest
3400
Other equity interest
3500
Treasury stocks
31XX
Equity attributable to owners
of the parent
36XX
Non-controlling interest
3XXX
Total equity
Significant contingent liabilities
and unrecognised contract
commitments
3X2X
Total liabilities and equity

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

~8~

98

ALTEK CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31

(Expressed in thousands of New Taiwan dollars, except earnings per share amounts)

Items 2016
2015
Notes
AMOUNT
%
AMOUNT
%
6(18) and 7
$ 11,577,046
100
$ 12,492,029
100
6(22)(23)
(
10,021,302)(
87)(
10,923,243)(
87)
1,555,744
13
1,568,786
13
6(22)(23)
(
93,892)(
1)(
65,012)(
1)
(
383,011)(
3)(
230,592)(
2)
(
1,033,082)(
9)(
1,046,831)(
8)
(
1,509,985)(
13)(
1,342,435)(
11)
45,759
-
226,351
2
6(19)
98,970
1
90,192
-
6(20)
71,965
1
1,602
-
6(21)
(
26,119)
- (
20,459)
-
6(6)
-
- (
15,175)
-
144,816
2
56,160
-
190,575
2
282,511
2
6(24)
(
90,467)(
1)(
8,131)
-
$ 100,108
1
$ 274,380
2
4000
Sales revenue
5000
Operating costs
5900
Net operating margin
Operating expenses
6100
Selling expenses
6200
General & administrative
expenses
6300
Research and development
expenses
6000
Total operating expenses
6900
Operating profit
Non-operating income and
expenses
7010
Other income
7020
Other gains and losses
7050
Finance costs
7060
Share of loss of associates
and joint ventures accounted
for under equity method
7000
Total non-operating
income and expenses
7900
Profit before income tax
7950
Income tax expense
8200
Profit for the year

(Continued)

~9~

99

ALTEK CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31

(Expressed in thousands of New Taiwan dollars, except earnings per share amounts)

Items 2016
2015
Notes
AMOUNT
%
AMOUNT
$
7,847
- ($
4,392)
(
1,334 )
-
747
6(11)
6,513
- (
3,645)
(
524,091 ) (
5) (
846)
(
11,547 )
- (
8,112)
6(24)
90,685
1
839
(
444,953 ) (
4) (
8,119)
($
438,440 ) (
4) ($
11,764)
($
338,332 ) (
3) $
262,616
$
53,800
1
$
273,643
46,308
-
737
$
100,108
1
$
274,380
($
382,446 ) (
3) $
265,898
44,114
- (
3,282)
($
338,332 ) (
3) $
262,616
6(25)
$
0.20
$
6(25)
$
0.20
$
2015
%
Other comprehensive income
8311
Other comprehensive
income, before tax, actuarial
gains (losses) on defined
benefit plans
8349
Income tax related to
components of other
comprehensive income that
will not be reclassified to
profit or loss
8310
Components of other
comprehensive income
(loss) that will not be
reclassified to profit or
loss
8361
Currency translation
differences of foreign
operations
8370
Share of other
comprehensive loss of
associates and joint ventures
accounted for under equity
method
8399
Income tax relating to the
components of other
comprehensive income
8360
Components of other
comprehensive loss that
will be reclassified to
profit or loss
8300
Total other comprehensive
loss for the year
8500
Total comprehensive (loss)
income for the year
Profit,attributable to:
8610
Owners of the parent
8620
Non-controlling interest
Profit (loss) for the year
Comprehensive (loss)
income attributable to:
8710
Owners of the parent
8720
Non-controlling interest
Total comprehensive income
(loss) for the year
9750
Basic earnings per share
9850
Diluted earnings per share

-
-

-

-

-
-

-

-
2
2
-
2
2

-
2
1.02
$ 1.01

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

~10~

100

ALTEK CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

FOR THE YEARS ENDED DECEMBER 31

(Expressed in thousands of New Taiwan dollars)

2015
Balance at January 1, 2015
Appropriation of 2014
earnings
Legal reserve
Cash dividends and capital
surplus used to issue cash
to shareholders
Share-based payment
transactions
Restricted stock
Purchase of treasury shares
Changes in ownership interests
in subsidiaries
Difference between
consideration and carrying
amount of subsidiaries
acquired
Profit for the year
Other comprehensive loss for
the year
Non-controlling interests
Balance at December 31, 2015
Notes Equity att ributable to owners of the parent the parent Non-controlling
interest
Total equity
Common stock Capital surplus RetainedEarnings Otherequityinterest Treasurystocks Total
Legal reserve Special reserve Unappropriated
retained earnings
Currency
translation
differences of
foreign
operations
Other equity -
others
6(16)
6(15)(16)
6(12)(15)(17)
6(12)(15)(17)
6(28)
6(17)


$ 2,701,358
-
-
1,180
24,400
-
-
-
-
-
-
$ 2,726,938
$ 2,063,551
-
(
135,127 )
5,733
40,992
-
-
623
-
-
-
$ 1,975,772
$ 1,319,477
27,533
-
-
-
-
-
-
-
-
-
$ 1,347,010
$
142,456
-
-
-
-
-
-
-
-
-
-
$
142,456
$
2,964,969
(
27,533 )
(
135,127 )
-
-
-
(
25,024 )
-
273,643
(
3,645 )
-
$
3,047,283
$
481,868
-
-
-
-
-
-
-
-
(
4,100 )
-
$
477,768
$
-
-
-
2,271
(
65,392 )
-
-
-
-
-
-
($
63,121 )
$
-
-
-
-
-
(
129,393 )
-
-
-
-
-
($
129,393 )
$ 9,673,679
-
(
270,254 )
9,184
-
(
129,393 )
(
25,024 )
623
273,643
(
7,745 )
-
$ 9,524,713
$
6,449
-
-
-
-
-
25,024
(
623 )
737
(
4,019 )
76,571
$
104,139
$
9,680,128
-
(
270,254 )
9,184
-
(
129,393 )
-
-
274,380
(
11,764 )
76,571
$
9,628,852

(Continued)

~11~

101

ALTEK CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

FOR THE YEARS ENDED DECEMBER 31

(Expressed in thousands of New Taiwan dollars)

2016
Balance at January 1, 2016
Appropriation of 2015
earnings
Legal reserve
Cash dividends and capital
surplus used to issue cash
to shareholders
Share-based payment
transactions
Restricted stock
Retirement of employee
restricted shares
Difference between
consideration and carrying
amount of subsidiaries
acquired
Profit for the year
Other comprehensive loss for
the year
Non-controlling interest
Balance at December 31,2016
Notes Equity att ributable to owners of the parent the parent Non-controlling
interest
Total equity
Common stock Capital surplus RetainedEarnings Otherequityinterest Treasurystocks Total
Legal reserve Special reserve Unappropriated
retained earnings
Currency
translation
differences of
foreign
operations
Other equity -
others
6(16)
6(15)(16)
6(12)(15)(17)
6(12)(15)(17)
6(28)
6(17)
$ 2,726,938
-
-

-
15,600
(
2,750 )
-
-
-
-
$ 2,739,788
$ 1,975,772
-
(
134,140 )
236
25,713
(
4,620 )
(
47 )
-
-
-
$ 1,862,914
$ 1,347,010
27,364
-
-
-
-
-
-
-
-
$ 1,374,374
$
142,456
-
-
-
-
-
-
-
-
-
$
142,456
$
3,047,283
(
27,364 )
(
134,140 )
-
-
-
-
53,800
6,513
-
$
2,946,092
$
477,768
-
-
-
-
-
-
-
(
442,759 )
-
$
35,009
($
63,121 )
-
-
36,534
(
41,313 )
7,370
-
-
-
-
($
60,530 )
($
129,393 )
-
-
-
-
-
-
-
-
-
($
129,393 )
$ 9,524,713
-
(
268,280 )
36,770
-
-
(
47 )
53,800
(
436,246 )
-
$ 8,910,710
$
104,139
-
-
-
-
-
47
46,308
(
2,194 )
(
26,017 )
$
122,283
$
9,628,852
-
(
268,280 )
36,770
-
-
-
100,108
(
438,440 )
(
26,017 )
$
9,032,993

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

~12~

102

ALTEK CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax
Adjustments
Adjustments to reconcile profit (loss)
Depreciation

Amortisation

Provision for doubtful accounts

Net gain on financial assets at fair value through profit or loss

Impairment loss on financial assets for using equity method

Proceeds from disposal of financial assets at cost

Interest expense

Interest income

Cash dividends income

Share-based payment compensation cost

Share of loss of associates and joint ventures accounted for under
equity method
Gain on disposal of property, plant and equipment

Changes in operating assets and liabilities
Changes in operating assets
Financial assets at fair value through profit or loss - current
Notes receivable
Accounts receivable
Other receivables
Inventories
Prepayments
Other current assets
Changes in operating liabilities
Accounts payable
Other payables
Provisions for liabilities
Other current liabilities
Other non-current liabilities
Cash (outflow) inflow generated from operations
Interest received
Cash dividends received
Interest paid
Income tax paid
Net cash flows (used in) from operating activities
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of financial assets at cost
Proceeds from liquidation of financial assets at cost
Proceeds from capital reduction of financial assets at cost
Acquisition of property, plant and equipment

Proceeds from disposal of property, plant and equipment
Increase in intangible assets

Decrease (increase) in deposits received
Net cash flows used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in short-term borrowings
Increase (decrease) in deposits-in
Employee stock options exercised
Payment to acquire treasury stocks

Cash dividends from capital surplus
Changes in non-controlling interest

Net cash flows from (used in) financing activities
Effect of exchange rate
Net (decrease) increase in cash and cash equivalents
Cash and cash equivalents at beginning of year

Cash and cash equivalents at end of year
Notes
2016
2015
$
190,575 $
282,511
6(7)(22)
340,366
426,624
6(8)(22)
14,911
15,529
6(3)
9,093
502
6(2)(20)
(
761 ) (
2,005 )
6(20)
-
20,442
6(5)(20)
- (
10,833 )
6(21)
26,119
20,459
6(19)
(
52,135 ) (
50,299 )
6(19)
(
7,509 ) (
267 )
6(12)
36,770
5,113
-
15,175
6(20)
(
2,405 ) (
1,974 )
(
265,417 ) (
63,124 )
16,962
55,710
(
614,037 )
106,201
(
4,800 )
814
(
509,643 )
93,137
(
102,393 )
76,547
(
189 ) (
6,875 )
175,121 (
452,745 )
(
8,234 ) (
61,409 )
38,188 (
48,626 )
(
149,947 ) (
76,208 )
(
5,676 )
422
(
875,041 )
344,821
57,071
48,383
7,509
267
(
25,839 ) (
20,364 )
(
69,180 ) (
57,103 )
(
905,480 )
316,004
(
14,583 ) (
20,389 )
-
32,480
7,998
5,806
6(27)
(
99,656 ) (
53,096 )
22,248
1,974
6(27)
(
6,348 ) (
8,839 )
7,376 (
7,274 )
(
82,965 ) (
49,338 )
685,000
320,000
4,230 (
6,103 )
-
4,071
6(14)
- (
129,393 )
(
268,280 ) (
270,254 )
6(28)
(
26,017 )
76,571
394,933 (
5,108 )
(
298,472 )
38,565
(
891,984 )
300,123
6(1)
5,741,973
5,441,850
6(1)
$
4,849,989 $
5,741,973

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

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ALTEK CORPORATION AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2016 AND 2015

(Expressed in thousands of New Taiwan dollars, unless stated otherwise)

1. HISTORY AND ORGANIZATION

Altek Corporation (the “Company”) was incorporated as a company limited by shares under the provisions of the Company Law of the Republic of China (R.O.C.). The Company and its subsidiaries (collectively referred herein as the “Group”) are primarily engaged in the development, manufacturing and sale of digital image technology application, and related export and import trade.

The Company was listed in the Taiwan Stock Exchange on December 24, 2002, as approved by the TaiTz (91) Letter No. 024976 of the former Securities and Futures Commission, Ministry of Finance, R.O.C., dated September 27, 2002.

2. THE DATE OF AUTHORIZATION FOR ISSUANCE OF THE CONSOLIDATED FINANCIAL

STATEMENTS AND PROCEDURES FOR AUTHORIZATION

These consolidated financial statements were authorized for issuance by the Board of Directors on March 27, 2017.

3. APPLICATION OF NEW STANDARDS, AMENDMENTS AND INTERPRETATIONS

  • (1) Effect of the adoption of new issuances of or amendments to International Financial Reporting Standards (“IFRSs”) as endorsed by the Financial Supervisory Commission (“FSC”) None.
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(2) Effect of new issuances of or amendments to IFRSs as endorsed by the FSC but not yet adopted by

the Group

New standards, interpretations and amendments endorsed by the FSC effective from 2017 are as follows:

follows:
New Standards,Interpretations and Amendments Effective date by
International Accounting
Standards Board
Investment entities: applying the consolidation exception (amendments
to IFRS 10, IFRS 12 and IAS 28)
Accounting for acquisition of interests in joint operations
(amendments to IFRS 11)
IFRS 14, ‘Regulatory deferral accounts’
Disclosure initiative (amendments to IAS 1)
Clarification of acceptable methods of depreciation and amortisation
(amendments to IAS 16 and IAS 38)
Agriculture: bearer plants (amendments to IAS 16 and IAS 41)
Defined benefit plans: employee contributions (amendments to IAS 19)
Equity method in separate financial statements (amendments to IAS 27)
Recoverable amount disclosures for non-financial assets (amendments
to IAS 36)
Novation of derivatives and continuation of hedge accounting
(amendments to IAS 39)
IFRIC 21, ‘Levies’
Improvements to IFRSs 2010-2012
Improvements to IFRSs 2011-2013
Improvements to IFRSs 2012-2014
January 1, 2016
January 1, 2016
January 1, 2016
January 1, 2016
January 1, 2016
January 1, 2016
July 1, 2014
January 1, 2016
January 1, 2014
January 1, 2014
January 1, 2014
July 1, 2014
July 1, 2014
January 1, 2016

Except for the following, the above standards and interpretations have no significant impact to the Group’s financial condition and operating result based on the Group’s assessment. Amendments to IAS 36, ‘Recoverable amount disclosures for non-financial assets’

The amendments remove the requirement to disclose recoverable amount when a cash generating unit (CGU) contains goodwill but there has been no impairment. When a material impairment loss has been recognised or reversed for an individual asset, including goodwill, or a CGU, it is required to disclose the recoverable amount of the asset or CGU. If the recoverable amount is fair value less costs of disposal, it is required to disclose the level of the fair value hierarchy, the valuation techniques(s) used and key assumptions.

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(3) IFRSs issued by IASB but not yet endorsed by the FSC

New standards, interpretations and amendments issued by IASB but not yet included in the IFRSs endorsed by the FSC effective from 2017 are as follows:

endorsed by the FSC effective from 2017 are as follows:
New Standards,Interpretations and Amendments Effective date by
International Accounting
Standards Board
Classification and measurement of share-based payment transactions
(amendments to IFRS 2)
Applying IFRS 9 ‘Financial instruments’ with IFRS 4 ‘Insurance
contracts’ (amendments to IFRS 4)
IFRS 9, ‘Financial instruments’
Sale or contribution of assets between an investor and its associate or
joint venture (amendments to IFRS 10 and IAS 28)
IFRS 15, ‘Revenue from contracts with customers’
Clarifications to IFRS 15, ‘Revenue from contracts with customers’
(amendments to IFRS 15)
IFRS 16, ‘Leases’
Disclosure initiative (amendments to IAS 7)
Recognition of deferred tax assets for unrealised losses (amendments to
IAS 12)
Transfers of investment property (amendments to IAS 40)
IFRIC 22, ‘Foreign currency transactions and advance consideration’
Annual improvements to IFRSs 2014-2016 cycle- Amendments to IFRS
1, ‘First-time adoption of international financial reporting standards’
Annual improvements to IFRSs 2014-2016 cycle- Amendments to IFRS
12, ‘Disclosure of interests in other entities’
Annual improvements to IFRSs 2014-2016 cycle- Amendments to IAS
28, ‘Investments in associates and joint ventures’
January 1, 2018
January 1, 2018
January 1, 2018
To be determined by
International Accounting
Standards Board
January 1, 2018
January 1, 2018
January 1, 2019
January 1, 2017
January 1, 2017
January 1, 2018
January 1, 2018
January 1, 2018
January 1, 2017
January 1, 2018

Except for the following, the above standards and interpretations have no significant impact to the Group’s financial condition and operating result based on the Group’s assessment. The quantitative impact will be discloed when the assessment is complete.

  • A. Amendments to IFRS 2, ‘Classification and measurement of share-based payment transactions’

The amendment clarifies that the fair value of a cash-settled award is determined on a basis consistent with that used for equity-settled awards. The amendment also clarifies the accounting for modifications that change an award from cash-settled to equity-settled. Besides, the amendment introduces an exception that will require an award to be treated as if it was wholly equity-settled, where an employer is obliged to withhold an amount for the employee’s tax obligation associated with a share-based payment and pay that amount to the tax authority.

  • B. Amendments to IFRS 4, ‘Applying IFRS 9 Financial instruments with IFRS 4 Insurance contracts’ To address the concerns about the different effective dates of IFRS 9, ‘Financial instruments’, and the forthcoming new standard IFRS 4, ‘Insurance contract’, which may result in different bases
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for measuring assets and liabilities, this amendment allows insurers who meet specific requirements as set out in IFRS 4, ‘Insurance contract’ to adopt temporary exemption from IFRS 9, ‘Financial instruments’, or to use overlay approach under IFRS 9, ‘Financial instruments’ alternatively.

  • C. IFRS 9, ‘Financial instruments’

  • (a) Classification of debt instruments is driven by the entity’s business model and the contractual cash flow characteristics of the financial assets, which would be classified as financial asset at fair value through profit or loss, financial asset measured at fair value through other comprehensive income or financial asset measured at amortised cost. Equity instruments would be classified as financial asset at fair value through profit or loss, unless an entity makes an irrevocable election at inception to present in other comprehensive income subsequent changes in the fair value of an investment in an equity instrument that is not held for trading.

  • (b) The impairment losses of debt instruments are assessed using an ‘expected credit loss’ approach. An entity assesses at each balance sheet date whether there has been a significant increase in credit risk on that instrument since initial recognition to recognise 12-month expected credit losse or lifetime expected credit losses (interest revenue would be calculated on the gross carrying amount of the asset before impairment losses occurred); or if the instrument that has objective evidence of impairment, interest revenue after the impairment would be calculated on the book value of net carrying amount (i.e. net of credit allowance). The Company shall always measure the loss allowance at an amount equal to lifetime expected credit losses for trade receivables that do not contain a significant financing component.

  • D. IFRS 15, ‘Revenue from contracts with customers’

  • IFRS 15, ‘Revenue from contracts with customers’ replaces IAS 11 ‘Construction contracts’, IAS 18 ‘Revenue’ and relevant interpretations. According to IFRS 15, revenue is recognised when a customer obtains control of promised goods or services. A customer obtains control of goods or services when a customer has the ability to direct the use of, and obtain substantially all of the remaining benefits from, the asset.

  • The core principle of IFRS 15 is that an entity recognises revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. An entity recognises revenue in accordance with that core principle by applying the following steps:

  • Step 1: Identify contracts with customer.

  • Step 2: Identify separate performance obligations in the contract(s).

  • Step 3: Determine the transaction price.

  • Step 4: Allocate the transaction price.

  • Step 5: Recognise revenue when the performance obligation is satisfied.

Further, IFRS 15 includes a set of comprehensive disclosure requirements that requires an entity

to disclose sufficient information to enable users of financial statements to understand the nature,

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amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. Under IFRS 15, depending on the nature of licences, they are either (1) a promise to provide a right to access to an entity’s intellectual property as it exists throughout the licence period, or (2) a promise to provide a right to use an entity’s intellectual property as it exists at the point in time when the licence is granted.

Licences that meet all of the following criteria provide access to an entity’s intellectual property, and revenue is recognised based on the performance obligation's progress towards completion:

  1. the contract requires, or the customer reasonably expects, that the entity will undertake activities that significantly affect the intellectual property to which the customer has rights;

  2. the rights granted by the licence directly expose the customer to any positive or negative effects of the entity’s activities identified above; and

  3. those activities do not result in the transfer of a good or service to the customer as those activities occur.

If licences cannot meet all criteria listed above, the entity provides a right to use the entity's intellectual property. Revenue shall be recognised at the point in time at which the licence is granted to the customer.

  • E. Amendments to IFRS 15, ‘ Clarifications to IFRS 15 Revenue from Contracts with Customers’ The amendments clarify how to identify a performance obligation (the promise to transfer a good or a service to a customer) in a contract; determine whether a company is a principal (the provider of a good or service) or an agent (responsible for arranging for the good or service to be provided); and determine whether the revenue from granting a licence should be recognised at a point in time or over time. In addition to the clarifications, the amendments include two additional reliefs to reduce cost and complexity for a company when it first applies the new Standard.

  • F. IFRS 16, ‘Leases’

  • IFRS 16, ‘Leases’, replaces IAS 17, ‘Leases’ and related interpretations and SICs. The standard requires lessees to recognise a 'right-of-use asset' and a lease liability (except for those leases with terms of 12 months or less and leases of low-value assets). The accounting stays the same for lessors, which is to classify their leases as either finance leases or operating leases and account for those two types of leases differently. IFRS 16 only requires enhanced disclosures to be provided by lessors.

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4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.

(1) Compliance statement

The consolidated financial statements of the Group have been prepared in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers”, International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the FSC (collectively referred herein as the “IFRSs”).

(2) Basis of preparation

  • A. Except for the following items, the consolidated financial statements have been prepared under the historical cost convention:

  • a) Financial assets and financial liabilities (including derivative instruments) at fair value through profit or loss.

  • b) Defined benefit liabilities recognised based on the net amount of pension fund assets less present value of defined benefit obligation.

  • B. The preparation of financial statements in conformity with IFRSs requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 5.

(3) Basis of consolidation

  • A. Basis for preparation of consolidated financial statements:

  • a) All subsidiaries are included in the Group’s consolidated financial statements. Subsidiaries are all entities (including structured entities) controlled by the Group. The Group controls and entity when the Group is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Consolidation of subsidiaries begins from the date the Group obtains control of the subsidiaries and ceases when the Group loses control of the subsidiaries.

  • b) Inter-company transactions, balances and unrealised gains or losses on transactions between companies within the Group are eliminated. Accounting policies of subsidiaries have been adjusted where necessary to ensure consistency with the policies adopted by the Group.

  • c) Profit or loss and each component of other comprehensive income are attributed to the owners of the parent and to the non-controlling interests. Total comprehensive income is attributed to the owners of the parent and to the non-controlling interests even if this results in the noncontrolling interests having a deficit balance.

  • d) Changes in a parent’s ownership interest in a subsidiary that do not result in the parent losing control of the subsidiary (transactions with non-controlling interests) are accounted for as

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equity transactions, i.e. transactions with owners in their capacity as owners. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity.

  • e) When the Group loses control of a subsidiary, the Group remeasures any investment retained in the former subsidiary at its fair value. That fair value is regarded as the fair value on initial recognition of a financial asset or the cost on initial recognition of the associate or joint venture. Any difference between fair value and carrying amount is recognised in profit or loss. All amounts previously recognised in other comprehensive income in relation to the subsidiary are reclassified to profit or loss, on the same basis as would be required if the related assets or liabilities were disposed of. That is, when the Group loses control of a subsidiary, all gains or losses previously recognised in other comprehensive income in relation to the subsidiary should be reclassified from equity to profit or loss, if such gains or losses would be reclassified to profit or loss when the related assets or liabilities are disposed of.

(Blank below)

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110

B. Subsidiaries included in the consolidated financial statements:

Name of Investor Name ofSubsidiaries Main Business Activities Ownership (%) Ownership (%) Note
December31,2016 December31,2015
Altek Corporation
"
"
"
"
"
Altek International Investment Co., Ltd.
"
"
Note 2
Note 2
Note 3
Note 2
Note 2
Note 3
Altek Semiconductor (Cayman) Co., Ltd.
Note 2
Altek International Investment Co., Ltd.
Altek Japan Corporation
Altek Investment Co., Ltd.
Altek Autotronics Corporation
Altek Biotechnology Corporation
Altek International Holding (BVI) Co.,Ltd.
Altek Lab Inc.
Altek Optical (Cayman) Co., Ltd.
Altek Semiconductor (Cayman) Co., Ltd.
Altek (Kunshan) Co., Ltd.
Altek EMS (Kunshan) Co., Ltd.
Altek Imaging Technology (Shanghai) Limited
Altek Precision (Kunshan) Co., Ltd.
Altek Trading (Shanghai) Limited
Altek Biotechnology Corporation
Altek Semiconductor Corporation
Altek Optical Technology (Kunshan) Co., Ltd.
Investments and general business operations
Sales and design of optical instruments
Investments
Research design, manufacture and sales of car electronic
components
Research and development, manufacture and sales of
biotechnology
Investments and general business operations
Design service
Investments and general business operations
Investments and general business operations
Manufacture and sales of digital still camera and its
accessories
Manufacture and sales of related engineering services
Manufacture and sales of optical components
Manufacture and sales of digital camera parts
Wholesale, import and export of related electronic and
their associated accessories
Research and development, manufacture and sales of
biotechnology
Research design and sales of ASIC
Manufacture and sales of related electronic services and
its accessories and optical components
100%
100%
100%
100%
-
100%
100%
100%
71.43%
100%
100%
-
100%
100%
100%
100%
100%
100%
100%
100%
99.59%
100%
-
100%
100%
71.43%
100%
100%
-
100%
100%
-
100%
100%
Note 1
Note 4
Note 4
Note 4

Note 1: Ownership increased due to subsidiary’s continuing repurchase of shares of Altek Autotronics Corporation. Note 2: Invested by Leading Tech. Co., Ltd., Toptek Investment Cayman Co., Ltd., Altek Imaging Technology (Cayman) Co., Ltd., Altek Trading (Cayman) Co., Ltd., Altek Optical Technology (Cayman) Co., Ltd. , which are wholly owned by Altek International Investment Co., Ltd. Note 3: Invested by Altek Biotechnology Holding (Cayman) Co., Ltd., which is wholly owned by Altek International Holding (BVI) Co., Ltd. Note 5: Altek Imaging Technology (Shanghai) Limited and Beijing Altek Image Communication Technology Co., Ltd. have completed the liquidation in the fourth quarter of 2015. Note 4: In June 2016, the Group’s investment structure transfer the share holding of Altek Biotechnology Corporation to be owned by Altek Biotechnology Holding (Cayman) Co., Ltd. , which is a subsidiary of Altek International Holding (BVI) Co., Ltd.

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  • C. Subsidiaries not included in the consolidated financial statements: None.

  • D. Adjustments for subsidiaries with different balance sheet dates: None.

  • E. Significant restrictions: None.

  • F. Subsidiaries that have non-controlling interests that are material to the Group: None.

  • (4) Foreign currency translation

Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The consolidated financial statements are presented in New Taiwan dollars, which is the Company’s functional and the Group’s presentation currency.

  • A. Foreign currency transactions and balances

  • a) Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are remeasured. Foreign exchange gains and losses resulting from the settlement of such transactions are recognised in profit or loss in the period in which they arise.

  • b) Monetary assets and liabilities denominated in foreign currencies at the period end are retranslated at the exchange rates prevailing at the balance sheet date. Exchange differences arising upon re-translation at the balance sheet date are recognised in profit or loss.

  • c) Non-monetary assets and liabilities denominated in foreign currencies held at fair value through profit or loss are re-translated at the exchange rates prevailing at the balance sheet date; their translation differences are recognised in profit or loss as part of the fair value gain or loss. Non-monetary assets and liabilities denominated in foreign currencies held at fair value through other comprehensive income are re-translated at the exchange rates prevailing at the balance sheet date; their translation differences are recognised in other comprehensive income. However, non-monetary assets and liabilities denominated in foreign currencies that are not measured at fair value are translated using the historical exchange rates at the dates of the initial transactions.

  • d) All other foreign exchange gains and losses based on the nature of those transactions are presented in the statement of comprehensive income within ‘other gains and losses’.

  • B. Translation of foreign operations

  • a) The operating results and financial position of all the group entities that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

  • i. Assets and liabilities for each balance sheet presented are translated at the closing exchange rate at the date of that balance sheet;

  • ii. Income and expenses for each statement of comprehensive income are translated at average exchange rates of that period; and

iii. All resulting exchange differences are recognised in other comprehensive income.

  • b) When the foreign operation partially disposed of or sold is an associate or joint arrangements,
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112

exchange differences that were recorded in other comprehensive income are proportionately reclassified to profit or loss as part of the gain or loss on sale. In addition, even the Group still retains partial interest in the former foreign associate or joint arrangements after losing significant influence over the former foreign associate, or losing joint control of the former joint arrangements, such transactions should be accounted for as disposal of all interest in these foreign operations.

  • c) When a foreign operation is partially disposed of or sold, exchange differences that were recorded in other comprehensive income are proportionately reclassified to profit or loss as part of the gain or loss on sale.

  • d) Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing exchange rates at the balance sheet date.

(5) Classification of current and non-current items

  • A. Assets that meet one of the following criteria are classified as current assets; otherwise they are classified as non-current assets:

  • a) Assets arising from operating activities that are expected to be realised, or are intended to be sold or consumed within the normal operating cycle;

  • b) Assets held mainly for trading purposes;

  • c) Assets that are expected to be realised within twelve months from the balance sheet date;

  • d) Cash and cash equivalents, excluding restricted cash and cash equivalents and those that are to be exchanged or used to pay off liabilities more than twelve months after the balance sheet date.

  • B. Liabilities that meet one of the following criteria are classified as current liabilities; otherwise they are classified as non-current liabilities:

  • a) Liabilities that are expected to be paid off within the normal operating cycle;

  • b) Liabilities arising mainly from trading activities;

  • c) Liabilities that are to be paid off within twelve months from the balance sheet date;

  • d) Liabilities for which the repayment date cannot be extended unconditionally to more than twelve months after the balance sheet date. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.

(6) Cash equivalents

  • Cash equivalents refer to short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Time deposits that meet the definition above and are held for the purpose of meeting short-term cash commitments in operations are classified as cash equivalents.

(7) Financial assets at fair value through profit or loss

  • A. Financial assets at fair value through profit or loss are financial assets held for trading or financial
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assets designated as at fair value through profit or loss on initial recognition. Financial assets are classified in this category of held for trading if acquired principally for the purpose of selling in the short-term. Derivatives are also categorized as financial assets held for trading unless they are designated as hedges. Financial assets that meet one of the following criteria are designated as at fair value through profit or loss on initial recognition:

  • a) Hybrid contracts; or

  • b) They eliminate or significantly reduce a measurement or recognition inconsistency; or

  • c) They are managed and their performance is evaluated on a fair value basis, in accordance with a documented risk management or investment strategy.

  • B. On a regular way purchase or sale basis, financial assets held for trading are recognised and derecognised using trade date accounting.

  • C. Financial assets at fair value through profit or loss are initially recognised at fair value. Related transaction costs are expensed in profit or loss. These financial assets are subsequently remeasured and stated at fair value, and any changes in the fair value of these financial assets are recognised in profit or loss.

(8) Accounts receivable

Accounts receivable are loans and receivables originated by the entity. They are created by the entity by selling goods or providing services to customers in the ordinary course of business. Accounts receivable are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment. However, short-term accounts receivable without bearing interest are subsequently measured at initial invoice amount as the effect of discounting is immaterial.

(9) Impairment of financial assets

  • A. The Group assesses at each balance sheet date whether there is objective evidence that a financial asset or a group of financial assets is impaired as a result of one or more events that occurred after the initial recognition of the asset (a ‘loss event’) and that loss event (or events) has an impact on the estimated future cash flows of the financial asset or group of financial assets that can be reliably estimated.

  • B. The criteria that the Group uses to determine whether there is objective evidence of an impairment loss is as follows:

  • a) Significant financial difficulty of the issuer or debtor;

  • b) A breach of contract, such as a default or delinquency in interest or principal payments;

  • c) The Group, for economic or legal reasons relating to the borrower’s financial difficulty, granted the borrower a concession that a lender would not otherwise consider;

  • d) It becomes probable that the borrower will enter bankruptcy or other financial reorganisation;

  • e) The disappearance of an active market for that financial asset because of financial difficulties;

  • f) Observable data indicating that there is a measurable decrease in the estimated future cash flows from a group of financial assets since the initial recognition of those assets, although the decrease cannot yet be identified with the individual financial asset in the group, including

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114

adverse changes in the payment status of borrowers in the group or national or local economic conditions that correlate with defaults on the assets in the group;

  • g) Information about significant changes with an adverse effect that have taken place in the technology, market, economic or legal environment in which the issuer operates, and indicates that the cost of the investment in the equity instrument may not be recovered;

  • h) A significant or prolonged decline in the fair value of an investment in an equity instrument below its cost.

  • C. When the Group assesses that there has been objective evidence of impairment and an impairment loss has occurred, accounting for impairment is made as follows according to the category of financial assets:

  • a) Financial assets measured at amortised cost

The amount of the impairment loss is measured as 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, and is recognised in profit or loss. 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 loss was recognised, the previously recognised impairment loss is reversed through profit or loss to the extent that the carrying amount of the asset does not exceed its amortised cost that would have been at the date of reversal had the impairment loss not been recognised previously. Impairment loss is recognised and reversed by adjusting the carrying amount of the asset through the use of an impairment allowance account.

  • b) Financial assets measured at cost

The amount of the impairment loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows discounted at current market return rate of similar financial asset, and is recognised in profit or loss. Impairment loss recognised for this category shall not be reversed subsequently. Impairment loss is recognised by adjusting the carrying amount of the asset through the use of an impairment allowance account.

(10) Derecognition of financial assets

The Group derecognises a financial asset when one of the following conditions is met:

  • A.The contractual rights to receive cash flows from the financial asset expire.

  • B.The contractual rights to receive cash flows from the financial asset have been transferred and the Group has transferred substantially all risks and rewards of ownership of the financial asset.

  • C.The Group neither retains nor transfers substantially all risks and rewards of ownership of the financial asset; however, it has not retained control of the financial asset.

(11) Inventories

Inventories are stated at the lower of cost and net realisable value. Cost is determined using the weighted average method. The cost of finished goods and work in progress comprises raw materials,

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115

direct labor, other direct costs and related production overheads which are allocated based on normal operating capacity. It excludes borrowing costs. The item by item approach is used in applying the lower of cost and net realisable value. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated cost of completion and applicable variable selling expenses.

(12) Investments accounted for under the equity method / associates

  • A. Associates are all entities over which the Group has significant influence but not control. In general, it is presumed that the investor has significant influence, if an investor holds, directly or indirectly 20 percent or more of the voting power of the investee. Investments in associates are accounted for using the equity method and are initially recognised at cost. The Group’s investments in associates include goodwill identified on acquisition, net of any accumulated impairment loss arising through subsequent assessments.

  • B. The Group’s share of its associates’ post-acquisition profits or losses is recognised in profit or loss, and its share of post-acquisition movements in other comprehensive income is recognised in other comprehensive income. When the Group’s share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured receivables, the Group does not recognise further losses, unless it has incurred statutory/constructive obligations or made payments on behalf of the associate.

  • C. When changes in an associate’s equity that are not recognised in profit or loss or other comprehensive income of the associate and such changes not affecting the Group’s ownership percentage of the associate, the Group recognises the Group’s share of change in equity of the associate in ‘capital surplus’ in proportion to its ownership.

  • D. Unrealised gains on transactions between the Group and its associates are eliminated to the extent of the Group’s interest in the associates. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates have been adjusted where necessary to ensure consistency with the policies adopted by the Group.

  • E. In the case that an associate issues new shares and the Group does not subscribe or acquire new shares proportionately, which results in a change in the Group’s ownership percentage of the associate but maintains significant influence on the associate, then ‘capital surplus’ and ‘investments accounted for under the equity method’ shall be adjusted for the increase or decrease of its share of equity interest. If the above condition causes a decrease in the Group’s ownership percentage of the associate, in addition to the above adjustment, the amounts previously recognised in other comprehensive income in relation to the associate are reclassified to profit or loss proportionately on the same basis as would be required if the relevant assets or liabilities were disposed of.

  • F. Upon loss of significant influence over an associate, the Group remeasures any investment retained in the former associate at its fair value. Any difference between fair value and carrying amount is recognised in profit or loss.

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  • G. When the Group disposes its investment in an associate, if it loses significant influence over this associate, the amounts previously recognised in other comprehensive income in relation to the associate, are reclassified to profit or loss, on the same basis as would be required if the relevant assets or liabilities were disposed of. If it still retains significant influence over this associate, then the amounts previously recognised in other comprehensive income in relation to the associate are reclassified to profit or loss proportionately in accordance with the aforementioned approach.

  • H. When the Group disposes its investment in an associate, if it loses significant influence over this associate, the amounts previously recognised as capital surplus in relation to the associate are transferred to profit or loss. If it still retains significant influence over this associate, then the amounts previously recognised as capital surplus in relation to the associate are transferred to profit or loss proportionately.

  • (13) Property, plant and equipment

  • A. Property, plant and equipment are initially recorded at cost. Borrowing costs incurred during the construction period are capitalised.

  • B. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to profit or loss during the financial period in which they are incurred.

  • C. Land is not depreciated. Other property, plant and equipment apply cost model and are depreciated using the straight-line method to allocate their cost over their estimated useful lives.

  • D. The assets’ residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each balance sheet date. If expectations for the assets’ residual values and useful lives differ from previous estimates or the patterns of consumption of the assets’ future economic benefits embodied in the assets have changed significantly, any change is accounted for as a change in estimate under IAS 8, ‘Accounting Policies, Changes in Accounting Estimates and Errors’, from the date of the change.

The estimated useful lives of property, plant and equipment are as follows:

Buildings and structures 3 years ~ 40 years
Machinery 3 years ~ 10 years
Test equipment 3 years ~06 years
Other equipment 1 year0~ 11 years

(14) Operating leases (lessee)

Lease income from an operation lease (net of any incentives given to the lessor) is recognised in profit or loss on straight-line basis over the lease term.

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117

(15) Intangible assets

  • Intangible assets consist of software costs and are amortized on a straight-line basis over its estimated useful life of 1 to 5 years.

(16) Impairment of non-financial assets

The Group assesses at each balance sheet date the recoverable amounts of those assets where there is an indication that they are impaired. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell or value in use. Except for goodwill, when the circumstances or reasons for recognizing impairment loss for an asset in prior years no longer exist or diminish, the impairment loss is reversed. The increased carrying amount due to reversal should not be more than what the depreciated or amortised historical cost would have been if the impairment had not been recognised.

(17) Borrowings

  • A. Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in profit or loss over the period of the borrowings using the effective interest method.

  • B. Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a pre-payment for liquidity services and amortised over the period of the facility to which it relates.

(18) Accounts payable

Accounts payable are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. They are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method. However, short-term accounts payable without bearing interest are subsequently measured at initial invoice amount as the effect of discounting is immaterial.

(19) Provisions for other liabilities

  • Provisions (including warranties) are recognised when the Group has a present legal or constructive obligation as a result of past events, and it is probable that an outflow of economic resources will be required to settle the obligation and the amount of the obligation can be reliably estimated. Provisions are measured at the present value of the expenditures expected to be required to settle the obligation on the balance sheet date, which is discounted using a pre-tax discount rate that reflects the current market assessments of the time value of money and the risks specific to the obligation. When discounting is used, the increase in the provision due to passage of time is recognised as interest expense. Provisions are not recognised for future operating losses.
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(20) Employee benefits

A. Short-term employee benefits

Short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in respect of service rendered by employees in a period and should be recognised as expenses in that period when the employees render service.

  • B. Pensions

  • (a) Defined contribution plans

For defined contribution plans, the contributions are recognised as pension expenses when they are due on an accrual basis. Prepaid contributions are recognised as an asset to the extent of a cash refund or a reduction in the future payments.

  • (b) Defined benefit plans

    • i. Net obligation under a defined benefit plan is defined as the present value of an amount of pension benefits that employees will receive on retirement for their services with the Group in current period or prior periods. The liability recognised in the balance sheet in respect of defined benefit pension plans is the present value of the defined benefit obligation at the balance sheet date less the fair value of plan assets. The defined benefit net obligation is calculated annually by independent actuaries using the projected unit credit method. The rate used to discount is determined by using interest rates of high-quality corporate bonds that are denominated in the currency in which the benefits will be paid, and that have terms to maturity approximating to the terms of the related pension liability; when there is no deep market in high-quality corporate bonds, the Group uses interest rates of government bonds (at the balance sheet date) instead.

    • ii. Remeasurement arising on defined benefit plans are recognised in other comprehensive income in the period in which they arise and are recorded as retained earnings.

    • iii. Past-service costs are recognised immediately in profit or loss.

  • C. Termination benefits

  • Termination benefits are employee benefits provided in exchange for the termination of employment as a result from either the Group’s decision to terminate an employee’s employment before the normal retirement date, or an employee’s decision to accept an offer of redundancy benefits in exchange for the termination of employment. The Group recognises expense as it can no longer withdraw an offer of termination benefits or it recognized relating restructuring costs, whichever is earlier. Benefits that are expected to be due more than 12 months after balance sheet date shall be discounted to their present value.

  • D. Employees’ compensation and directors’ and supervisors’ remuneration

  • Employees’ compensation and directors’ and supervisors’ remuneration are recognised as expenses and liabilities, provided that such recognition is required under legal or constructive obligation and those amounts can be reliably estimated. The Company calculates the number of shares of employees’ stock bonus based on the fair value per share at the previous day of the

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119

stockholders’ meeting held in the year following the financial reporting year, and after taking into account the effects of ex-rights and ex-dividends.

- (21) Employee share based payment

  • A. For the equity-settled share-based payment arrangements, the employee services received are measured at the fair value of the equity instruments granted at the grant date, and are recognised as compensation cost over the vesting period, with a corresponding adjustment to equity. The fair value of the equity instruments granted shall reflect the impact of market vesting conditions and non-market vesting conditions. Compensation cost is subject to adjustment based on the service conditions that are expected to be satisfied and the estimates of the number of equity instruments that are expected to vest under the non-market vesting conditions at each balance sheet date. And ultimately, the amount of compensation cost recognised is based on the number of equity instruments that eventually vest.

  • B. Restricted stocks:

  • (a) Restricted stocks issued to employees are measured at the fair value of the equity instruments granted at the grant date, and are recognized as compensation cost over the vesting period.

  • (b) For restricted stocks where those stocks do not restrict distribution of dividends to employees and employees are not required to return the dividends received if they resign during the vesting period, the Group recognized the fair value of the dividends received by the employees who are expected to resign during the vesting period as compensation cost at the date of dividends declared.

  • (c) For restricted stocks where employees do not need to pay to acquire those stocks, if the Group will pay the employees who resign during the vesting period to repurchase the stocks, the Group estimates such payment that will be made and recognizes such amounts as compensation cost and liability at the grant date in accordance with the terms of restricted stocks.

(22) Income tax

  • A. The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or items recognised directly in equity, in which cases the tax is recognised in other comprehensive income or equity.

  • B. The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the Company and its subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in accordance with applicable tax regulations. It establishes provisions where appropriate based on the amounts expected to be paid to the tax authorities. An additional 10% tax is levied on the unappropriated retained earnings and is recorded as income tax expense in the year the stockholders resolve to retain the earnings.

  • C. Deferred income tax is recognised, using the balance sheet liability method, on temporary

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120

differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, the deferred income tax is not accounted for if it arises from initial recognition of goodwill or of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit (loss). Deferred income tax is provided on temporary differences arising on investments in subsidiaries and associates, except where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred income tax is determined using tax rates and laws that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.

  • D. Deferred income tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised. At each balance sheet date, unrecognised and recognised deferred income tax assets are reassessed.

  • E. Current income tax assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously. Deferred income tax assets and liabilities are offset on the balance sheet when the entity has the legally enforceable right to offset current tax assets against current tax liabilities and they are levied by the same taxation authority on either the same entity or different entities that intend to settle on a net basis or realise the asset and settle the liability simultaneously.

  • F. A deferred tax asset shall be recognized for the carryforward of unused tax credits resulting from acquisitions of equipment or technology, research and development expenditures and equity investments to the extent that it is possible that future taxable profit will be available against which the unused tax credits can be utilised.

(23) Share capital

  • A. Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or stock options are shown in equity as a deduction, net of tax, from the proceeds.

  • B. Where the Company repurchases the Company’s equity share capital that has been issued, the consideration paid, including any directly attributable incremental costs (net of income taxes) is deducted from equity attributable to the Company’s equity holders. Where such shares are subsequently reissued, the difference between their book value and any consideration received, net of any directly attributable incremental transaction costs and the related income tax effects, is included in equity attributable to the Company’s equity holders.

(24) Dividends

Dividends are recorded in the Company’s financial statements in the period in which they are resolved by the Company’s shareholders. Cash dividends are recorded as liabilities.

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121

(25) Revenue recognition

  • A. Sales of goods

The Group manufactures and sells digital image technology application products. Revenue is measured at the fair value of the consideration received or receivable taking into account of value-added tax, returns, rebates and discounts for the sale of goods to external customers in the ordinary course of the Group’s activities. Revenue arising from the sales of goods should be recognised when the Group has delivered the goods to the customer, the amount of sales revenue can be measured reliably and it is probable that the future economic benefits associated with the transaction will flow to the entity. The delivery of goods is completed when the significant risks and rewards of ownership have been transferred to the customer, the Group retains either continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold, and the customer has accepted the goods based on the sales contract or there is objective evidence showing that all acceptance provisions have been satisfied.

  • B. Technical service revenue and royalty income

The Group provides and charges for technical service and royalty income. Revenue is recognised in accordance with the stage of completion of the transaction, and cost is recognised when incurred in the current period.The Group recognised losses immediately if any loss is expected to be incurred in the transaction. Revenue is recognised when the following conditions are met: (a)The amount of revenue can be measured reliably;

  • (b) It is probable that the economic benefits associated with the transaction will flow to the entity;

  • (c)The costs incurred or to be incurred in respect of the transaction can be measured reliably; and

  • (d) The stage of completion of the transaction at the end of the reporting period can be measured reliably.

(26) Operating segments

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker is responsible for allocating resources and assessing performance of the operating segments.

5. CRITICAL ACCOUNTING JUDGEMENTS, ESTIMATES AND KEY SOURCES OF

ASSUMPTION UNCERTAINTY

The preparation of these consolidated financial statements requires management to make critical judgements in applying the Group’s accounting policies and make critical assumptions and estimates concerning future events. Assumptions and estimates may differ from the actual results and are continually evaluated and adjusted based on historical experience and other factors. Such assumptions and estimates have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year; and the related information is addressed below:

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122

(1) Critical judgements in applying the Group’s accounting policies: None.

(2) Critical accounting estimates and assumptions:

  • Evaluation of inventories

As inventories are stated at the lower of cost and net realisable value, the Group must determine the net realisable value of inventories on balance sheet date using judgements and estimates. Due to the rapid technology innovation, the Group evaluates the amounts of obsolete inventories on balance sheet date, and writes down the cost of inventories to the net realisable value. Such an evaluation of inventories is principally based on the demand for the products within the specified period in the future. Therefore, there might be material changes to the evaluation.

As of December 31, 2016, the carrying amount of inventories was $1,470,971.

6. DETAILS OF SIGNIFICANT ACCOUNTS

(1) Cash and cash equivalents

TAILS OF SIGNIFICANT ACCOUNTS
Cash and cash equivalents
Cash on hand
Checking accounts and demand deposits
Time deposits
Total
December 31,2016
1,319
$ 123,931
4,724,739
4,849,989
$
December 31,2015
1,139
$ 282,049
5,458,785
5,741,973
$
  • A. The Group transacts with a variety of financial institutions all with high credit quality to disperse credit risk, so it expects that the probability of counterparty default is remote.

  • B. The Group has no cash and cash equivalents pledged to others.

(2) Financial assets at fair value through profit or loss

Items
Current items:
Financial assets held for
trading
Valuation adjustment
Total
December 31,2016
690,449
$ 3,260
693,709
$
December 31,2015
425,032
$ 2,499
427,531
$

The Group recognized net gain (loss) of $2,325 and ($11,190) for the years ended December 31, 2016 and 2015, respectively.

(3) Accounts receivable

and 2015, respectively.
Accounts receivable
December 31,2016 December 31,2015
Accounts receivable $ 2,792,622
$ 2,252,282
Less: allowance for bad debts ( 9,477) ( 534)
$ 2,783,145 $ 2,251,748
  • A. The credit quality of accounts receivable that were neither past due nor impaired was in the following categories based on the Group’s Credit Quality Control Policy:
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123

Group 1
Group 2
December 31,2016
2,734,047
$ 36,239
2,770,286
$
December 31,2015
2,156,195
$ 91,433
2,247,628
$

Note:

Group 1: Including domestic and foreign listed companies and their affiliated companies. Group 2: Others.

B.The ageing analysis of accounts receivable that were past due but not impaired is as follows:

Up to 30 days
31 to 90 days
91 to 180 days
Over 181 days
December 31,2016
1,647
$ 6,291
-
4,921
12,859
$
December 31,2015
565
$ 3,312
243
-
4,120
$

The above ageing analysis was based on past due date.

C.Movements in the provision for impairment of accounts receivable are as follows:

Individualprovision
Group provision
Total
At January 1
-
$ 534
$ 534
$ Provision for impairment
9,627
534)
(
9,093
Effects of foreign exchange
150)
(
-
150)
(
At December 31
9,477
$ -
$ 9,477
$ 2016
Individualprovision
Group provision
Total
At January 1
-
$ 37
$ 37
$ Provision for impairment
-
502
502
Effects of foreign exchange
-
5)
(
5)
(
At December 31
-
$ 534
$ 534
$ 2015
2016
Total
9,477
$
Individualprovision
Group provision
Total
-
$ 37
$ 37
$ -
502
502
-
5)
(
5)
(
-
$ 534
$ 534
$
Total
534
$

D.The Group does not hold any collateral as security.

(4) Inventories

nventories
Raw materials
Work-in-process
Finished goods
Total
December 31,2016
Allowance for
Cost
valuation loss
828,083
$ 59,076)
($ 203,734
24,153)
(
559,346
36,963)
(
1,591,163
$ 120,192)
($
Book value
769,007
$ 179,581
522,383
1,470,971
$
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124

December 31, 2015

December 31,2015
Raw materials
Work-in-process
Finished goods
Total
Allowance for
Cost
valuation loss
586,514
$ 125,289)
($ 145,078
25,569)
(
591,776
111,091)
(
1,323,368
$ 261,949)
($
Book value
461,225
$ 119,509
480,685
1,061,419
$

The cost of inventories recognised as expense for the periods:

Cost of goods sold
Loss on decline in market value
Total
For th year ended
December 31,2016
For th year ended
December 31,2015
9,957,845
$ 63,457
10,021,302
$
10,819,363
$ 103,880
10,923,243
$

(5) Financial assets measured at cost

Financial assets measured at cost
Items December 31,2016 December 31,2015
Non-current items:
Unlisted stocks $ 160,430
$ 156,591
Less: Accumulated impairment ( 12,596) ( 12,596)
Total $ 147,834 $ 143,995
  • A. As the Group’s investment in unlisted stocks are not traded in an active market, and no sufficient industry information of companies similar to these stocks financial information can be obtained, the fair value of the investment in unlisted stocks cannot be measured reliably. The Group classified those stocks as ‘financial assets measured at cost’.

  • B. Financial assets measured at cost – Pac-line Opportunity Fund has completed the liquidation on December 23, 2015. The Company recognised disposal of financial assets at Pac-line Opportunity Fund’s carrying amount of $21,647. The actual amount recovered was $32,480 and gain on disposal of investments of $10,833 was recognised.

  • C. No impairment loss was recognized for the financial assets measured at cost for the years ended December 31, 2016 and 2015.

  • D. As of December 31, 2016 and 2015, no financial assets measured at cost held by the Group were pledged to others.

(6) Investments accounted for under the equity method

December 31,2016 December 31,2015
JinJing Optical Technology Co., Ltd. $ 44,028
$ 44,028
Phoenix Optical (Shanghai) Co., Ltd. 139,971 151,420
183,999 195,448
Less: accumulated impairment loss ( 57,242) ( 57,242)
$ 126,757 $ 138,206
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125

The carrying amount of the Group’s interests in all individually immaterial associates and the Group’s

share of the operating results are summarized below:

As of December 31, 2016 and 2015, the carrying amount of the Group’s individually immaterial associates amounted to $126,757 and $138,206, respectively.

For the year ended For the year ended
December 31,2016 December 31,2015
Loss for the period from continuing operations ($ 118,000)
($ 79,237)
Other comprehensive loss-net of tax ( 5,056) ( 12,930)
Total comprehensive loss ($ 123,056) ($ 92,167)

(Blank below)

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126

(7) Property, plant and equipment

At January 1, 2016
Cost
Accumulated depreciation
2016
Land
1,042,216
$ -
1,042,216
$ 1,042,216
$ -
-
-
-
-
1,042,216
$ 1,042,216
$ -
1,042,216
$
Buildings and
structures
Machinery
Test equipment
3,717,659
$ 1,868,136
$ 201,217
$ 584,318)
(
1,063,689)
(
177,229)
(
3,133,341
$ 804,447
$ 23,988
$ 3,133,341
$ 804,447
$ 23,988
$ 131
375
12,173
-
15,929)
(
2,142)
(
-
-
3,006
92,360)
(
127,213)
(
14,833)
(
162,015)
(
58,378)
(
1,243)
(
2,879,097
$ 603,302
$ 20,949
$ 3,522,603
$ 1,443,305
$ 199,899
$ 643,506)
(
840,003)
(
178,950)
(
2,879,097
$ 603,302
$ 20,949
$
Opening net book amount
Additions
Disposals
Reclassifications
Depreciation charge
Net exchange differences
Closing net book amount
At December 31, 2016
Cost
Accumulated depreciation
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127

At January 1, 2015
Cost
Accumulated depreciation
2015
Land
1,042,216
$ -
1,042,216
$ 1,042,216
$ -
-
-
-
-
1,042,216
$ 1,042,216
$ -
1,042,216
$
Buildings and
structures
Machinery
Test equipment
3,774,021
$ 1,914,467
$ 221,421
$ 496,859)
(
920,394)
(
178,466)
(
3,277,162
$ 994,073
$ 42,955
$ 3,277,162
$ 994,073
$ 42,955
$ 98
1,334
3,512
-
-
-
-
240
-
95,578)
(
172,772)
(
21,861)
(
48,341)
(
18,428)
(
618)
(
3,133,341
$ 804,447
$ 23,988
$ 3,717,659
$ 1,868,136
$ 201,217
$ 584,318)
(
1,063,689)
(
177,229)
(
3,133,341
$ 804,447
$ 23,988
$
Opening net book amount
Additions
Disposals
Reclassifications
Depreciation charge
Net exchange differences
Closing net book amount
At December 31, 2015
Cost
Accumulated depreciation

For the years ended December 31, 2016 and 2015, there was no capitalisation of borrowing interests attributable to the property, plant and equipment and the Group did not pledge any fixed asset as collateral.

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128

(8) Intangible assets

2016 2015
At January 1
Cost $ 130,369
$ 138,662
Accumulated amortisation ( 36,656) ( 35,215)
$ 93,713 $ 103,447
For the years ended December 31
Opening net book amount $ 93,713
$ 103,447
Additions 15,415 2,676
Amortisation charge ( 13,926)
( 14,497)
Net exchange differences ( 2,285) 2,087
Closing net book amount $ 92,917 $ 93,713
At December 31
Cost $ 129,020
$ 130,369
Accumulated amortisation ( 36,103) ( 36,656)
$ 92,917 $ 93,713
A. Details of amortisation on intangible assets are as follows:
For the year ended For the year ended
December 31,2016 December 31,2015
Operating costs $ 5,861
$ 7,685
Operating expense 8,065 6,812
$ 13,926 $ 14,497

B.The Group has no intangible assets pledged to others.

(9) Long-term prepaid rents ( shown as ‘Other non-current assets’)

Land-use right December31,2016
34,929
$
December31,2015
39,003
$

The Group recognized amortisation expenses for the years ended December 31, 2016 and 2015 amounting to $985 and $1,032, respectively.

(10) Short-term borrowings

Short-term borrowings
Type of borrowings
Bank borrowings
Unsecured borrowings
Type of borrowings
Bank borrowings
Unsecured borrowings
December31,2016
2,415,000
$ December31,2015
1,730,000
$
Interest rate range
1.1%~1.2%
Interest rate range
1.14%~1.3%
Collateral
None
Collateral
None
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129

(11) Pensions

  • A. (a) The Company and its domestic subsidiaries have a defined benefit pension plan in accordance with the Labor Standards Law, covering all regular employees’ service years prior to the enforcement of the Labor Pension Act on July 1, 2005 and service years thereafter of employees who chose to continue to be subject to the pension mechanism under the Law. Under the defined benefit pension plan, two units are accrued for each year of service for the first 15 years and one unit for each additional year thereafter, subject to a maximum of 45 units. Pension benefits are based on the number of units accrued and the average monthly salaries and wages of the last 6 months prior to retirement. The Company contributes monthly an amount equal to 2% of the employees’ monthly salaries and wages to the retirement fund deposited with Bank of Taiwan, the trustee, under the name of the independent retirement fund committee.

(b) The amounts recognised in the balance sheet are as follows:

December 31,2016 December 31,2015
Present value of defined benefit ($ 54,809)
($ 68,753)
obligations
Fair value of plan assets 48,564 48,985
Net defined benefit liability ($ 6,245) ($ 19,768)
  • (c) Movements in net defined benefit liabilities are as follows:
Year ended December 31, 2016
Balance at January 1
Current service cost
Previous service cost
Interest (expense) income
Remeasurements:
Return on plan assets
(excluding amounts included in
interest income or expense)
Change in financial assumptions
Experience adjustments
Pension fund contribution
Pension payments
Balance at December 31
Present value of
defined benefit
obligations
Fair value of
plan
assets
Net defined
benefit liability
68,753)
($ 56)
(
6,056
1,169)
(
63,922)
(
-
1,866)
(
10,084
8,218
-
895
54,809)
($
48,985
$ -
-
833
49,818
371)
(
-
-
371)
(
12
895)
(
48,564
$
19,768)
($ 56)
(
6,056
336)
(
14,104)
(
371)
(
1,866)
(
10,084
7,847
12
-
6,245)
($
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130

Year ended December 31, 2015
Balance at January 1
Current service cost
Interest (expense) income
Remeasurements:
Return on plan assets
(excluding amounts included in
interest income or expense)
Change in financial assumptions
Experience adjustments
Pension fund contribution
Balance at December 31
Present value of
defined benefit
obligations
Fair value of
plan
assets
Net defined
benefit liability
62,721)
($ 52)
(
1,255)
(
64,028)
(
-
2,284)
(
2,441)
(
4,725)
(
-
68,753)
($
47,686
$ -
954
48,640
333
-
-
333
12
48,985
$
15,035)
($ 52)
(
301)
(
15,388)
(
333
2,284)
(
2,441)
(
4,392)
(
12
19,768)
($
  • (d) The Bank of Taiwan was commissioned to manage the Fund of the Company’s and domestic subsidiaries’ defined benefit pension plan in accordance with the Fund’s annual investment and utilisation plan and the “Regulations for Revenues, Expenditures, Safeguard and Utilisation of the Labor Retirement Fund” (Article 6: The scope of utilisation for the Fund includes deposit in domestic or foreign financial institutions, investment in domestic or foreign listed, over-the-counter, or private placement equity securities, investment in domestic or foreign real estate securitization products, etc.). With regard to the utilisation of the Fund, its minimum earnings in the annual distributions on the final financial statements shall be no less than the earnings attainable from the amounts accrued from two-year time deposits with the interest rates offered by local banks. If the earning is less than aforementioned rates, government shall make payment for the deficit after authorized by the Regulator. The Company has no right to participate in managing and operating that fund and hence the Company is unable to disclose the classification of plan asset fair value in accordance with IAS 19 paragraph 142. The composition of fair value of plan assets as of December 31, 2016 and 2015 is given in the Annual Labor Retirement Fund Utilisation Report announced by the government.
~41~

131

(e) The principal actuarial assumptions used were as follows:

The principal actuarial assumptions used were as follows:
Discount rate
Future salary increases
For the year ended
December31,2016
1.40%
3.00%
For the year ended
December31,2015
1.70%
3.00%

Assumptions regarding future mortality experience are set based on actuarial advice in accordance with published statistics and experience in each territory. Note: Using the age range as an assessment of classification.

Because the main actuarial assumption changed, the present value of defined benefit obligation is affected. The analysis was as follows:

Discount rate Discount rate Future salaryincreases Future salaryincreases Future salaryincreases
. Increase 0.25% Decrease 0.25% Increase 0.25% Decrease 0.25%
December 31, 2016
Effect on present value of
defined benefit obligations ($ 1,561) $ 1,624 $ 1,458 ($ 1,411)
Discount rate Future salaryincreases
. Increase 0.25% Decrease 0.25% Increase 0.25% Decrease 0.25%
December 31, 2015
Effect on present value of
defined benefit obligations ($ 1,804) $ 2,112 $ 1,876 ($ 1,648)

The sensitivity analysis above is based on other conditions that are unchanged but only one assumption is changed. In practice, more than one assumption may change all at once. The method of analysing sensitivity and the method of calculating net pension liability in the balance sheet are the same.

The method and assumptions of analysing sensitivity are the same with the previous for the period.

  • (f) Expected contributions to the defined benefit pension plans of the Group for the year ending December 31, 2017 amounts to $12.

  • B. (a) Effective July 1, 2005, the Company and its domestic subsidiaries have established a defined contribution pension plan (the “New Plan”) under the Labor Pension Act (the “Act”), covering all regular employees with R.O.C. nationality. Under the New Plan, the Company and its domestic subsidiaries contribute monthly and amount based on 6% of the employees’ monthly salaries and wages to the employees’ individual pension accounts at the Bureau of Labor Insurance. The benefits accrued are paid monthly or in lump sum upon termination of employment. For the years ended December 31, 2016 and 2015, the Group had recognized pension costs of $36,056 and $35,926, respectively, under the above pension scheme.

~42~

132

  • (b) The subsidiaries provided defined contribution plans for its employees. Pursuant to local regulations, such employees and the subsidiaries each make contributions based on a certain percentage based of the salaries and wages to the pension funds. The subsidiaries had recognized pension costs of $33,303 and $49,915 for the years ended December 31, 2016 and 2015, respectively.

(12) Share-based payment

  • A.As of December 31, 2016 and 2015, the Company’s share-based payment arrangements were as follows:
follows:
Type of arrangement Grant date Quantity
granted
Contract
period
Vesting
conditions
Employee stock options
"
"
"
First time issuance of restricted
shares to employees
"
"
June 13, 2008
October 31, 2008
October 28, 2011
March 21, 2012
November 13,
2015
March 18, 2016
May 5, 2016
8,000
1,000
3,000
3,000
2,440
1,190
370
9.6 years
9.2 years
9.2 years
8.9 yesrs
3 years
3 years
3 years
Note 1
Note 1
Note 1
Note 1
Note 2Note 3
Note 2Note 3
Note 2Note 3
  • Note 1: 2 years’ service vest 40%, 3 years’ service vest 70%, 4 years’ service vest 100%.

  • Note 2: The restricted shares were issued at no consideration to the Company’s existing employees whose service years have reached 2 years and 3 years and who achieved the performance requirement. The vested ratio is 50% and 50%, respectively. If employees who are entitled to receive restricted stocks do not meet the vesting conditions, the Company will redeem at no consideration and retire those shares.

  • Note 3: The stocks and dividends distributed to employees during the vesting period shall be given by the Company at no consideration. Employees are not required to return the stocks and dividends if they resign during the vesting period.

  • B.Details of the share-based payment arrangements are as follows:

  • a) For the years ended December 31, 2016 and 2015, the information on the share options and the weighted number of average exercise price of compensation plan employee stock options are as follows:

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133

Options outstanding at
beginning of the year
Optical expired
Options exercised
Options outstanding at end
of the year
Options exercisable at end
of the year
Approved and not yet issued
options at the end of the
year
For the year ended
December 31,2016
For the year ended
December 31,2016
For the year ended
December 31,2015
For the year ended
December 31,2015
No. of options Weighted-average
exercise price
(in dollars)(Note)
No. of options Weighted-average
exercise price
(in dollars)(Note)
5,155
-
-
5,155
5,155
-
32.80
$ -
-
31.30
31.30
6,561
1,288)
(
118)
(
5,155
4,417
-
33.60
$ -
34.50
32.80
32.70
  • Note: The exercise price of stock options was adjusted based on the cash dividends, stock dividends and cash capital reduction per share distributed.

  • b) No stock options were exercised during the year ended December 31, 2016. The weightedaverage stock price of stock options at exercise dates for the year ended December 31, 2015 amounted to $37.48 (in dollars).

  • c) The expiry date and exercise price of stock options outstanding at balance sheet date are as follows:

follows:
Issue date
approved
Expirydate December 31,2016 December 31,2015
No. of shares
(in thousands)
1,400
30
2,320
1,405
Exercise price
(in dollars)
(Note)
$ 30.60
25.60
31.70
31.50
No. of shares
(in thousands)
1,400
30
2,320
1,405
Exercise price
(in dollars)
(Note)
June 13, 2008
October 31, 2008
October 28, 2011
March 21, 2012
December 31, 2017
December 31, 2017
December 31, 2020
December 31, 2020
$ 32.00
26.80
33.20
33.00
  • Note: The exercise price of stock options was adjusted based on the cash dividends, stock dividends and cash capital reduction per share distributed.
~44~

134

  • d) The fair value of stock options granted is measured using the Black-Scholes option-pricing model. Relevant information is as follows:
Type of
arrangement
Grant date Stock
price
(in dollars)
Exercise
price
(Note)
(in dollars)
Expected
price
volatility
Expected
option
life
Expected
dividends
Risk-
free
interest
rate
Fair value
per unit
(in dollars)
Employee stock
options
"
"
"
June 13, 2008
October 31, 2008
October 28, 2011
March 21, 2012
$ 45.50
32.60
30.65
27.85
$ 30.60
25.60
31.70
31.50
24.45%
22.11%
30.27%
33.54%
6 years
6 years
5 years
4.9 years
1.5%
1.5%
1.4%
1.4%
2.40%
1.88%
1.18%
1.08%
10.56
6.54
7.42
7.35

Note : The exercise price of stock options was adjusted based on the cash dividends, stock dividends and cash capital reduction per share distributed.

C.Restricted shares to employees:

  • (1)The information on restricted shares to employees is as follows:
ote : The exercise price of stock options was adjusted based on the
dividends and cash capital reduction per share distributed.
stricted shares to employees:
The information on restricted shares to employees is as follows:
cash dividends, stock
For the year ended
December 31, 2016
(share in thousands)
Outstanding beginning balance
2,440
Shares granted
1,560
Restricted shares forfeited-retired
190)
(
Restricted shares forfeited-not retired
85)
(
Outstanding ending balance
3,725
For the year ended
December 31, 2015
(share in thousands)
-
2,440
-
-
2,440

(2) As of December 31, 2016, the Company collected 275 thousand shares of restricted shares because certain employees did not meet the vesting condition. Among those collected back shares, 190 thousand shares were used for capital reduction. The capital reduction effective

date was on August 12, 2016 as resolved by the Board of Directors, and the change of registration has been completed.

D.Expenses incurred on share-based payment transactions are shown below:

(13) Provisions
Equity-settled
At January 1, 2016
Additional provisions
Used (reversed) during the period
At December 31, 2016
For the year ended
For the year ended
December 31,2016
December 31,2015
36,770
$ 5,113
$ Warranty
135,878
$ 63,302
25,114)
(
174,066
$
~45~

135

Current
Non-current
December 31,2016
52,247
$ 121,819
$
December 31,2015
36,998
$
98,880
$

The Group gives warranties on digital image technology application products sold. Provision for warranty is estimated based on historical warranty data of digital image technology application products.

(14) Share capital

As of December 31, 2016, the Company’s authorized capital was $5,000,000, consisting of 500,000 thousand shares of ordinary stock, and the paid-in capital was $2,740,638 (Including redeemed but not yet retired amounted to $850) with a par value of $10 (in dollars) per share.

  • A. Movements in the number of the Company’s ordinary shares outstanding are as follows:

(Expressed in thousands of shares)

2016 2015
At January 1 268,280 270,136
Employee stock options exercised - 118
Issuance of restricted stocks 1,560 2,440
Retired restricted shares to employees that
did not meet the vesting conditions ( 190)
-
Redeemed restricted shares to employees that
did not meet the vesting conditions ( 85)
-
Purchase of treasury shares - ( 4,414)
At December 31 269,565 268,280
  • B. Treasury shares

a) Reason for share reacquisition and movements in the number of the Company’s treasury shares are as follows:

are as follows:
Shares held by Reason for reacquisition
Repurchase shares under
the R.O.C. Company Law
section 186 and the
Enterprises Mergers and
Acquisitions Act section 12
To be reissued to employees
(in thousands of shares)
December 31, 2016
Number
of shares
981
3,433
4,414
Book value
Altek Corporation
Altek Corporation
33,255
$ 96,138
129,393
$
~46~

136

December 31, 2015

December 31, 2015 December 31, 2015
Shares held by Reason for reacquisition
Repurchase shares under
the R.O.C. Company Law
section 186 and the
Enterprises Mergers and
Acquisitions Act section 12
To be reissued to employees
(in thousands of shares)
Number
of shares
981
3,433
4,414
Book value
Altek Corporation
Altek Corporation
33,255
$ 96,138
129,393
$
  • b) Pursuant to the R.O.C. Securities and Exchange Law, the number of shares bought back as treasury share should not exceed 10% of the number of the Company’s issued and outstanding shares and the amount bought back should not exceed the sum of retained earnings, paid-in capital in excess of par value and realised capital surplus.

  • c) Pursuant to the R.O.C. Securities and Exchange Law, treasury shares should not be pledged as collateral and is not entitled to dividends before it is reissued.

  • d) Pursuant to the R.O.C. Securities and Exchange Law, treasury shares should be reissued to the employees within three years from the reacquisition date and shares not reissued within the three-year period are to be retired. Treasury shares to enhance the Company’s credit rating and the stockholders’ equity should be retired within six months of acquisition.

  • C. For the year ended December 31, 2015, the Company issued 118 thousand shares for employee stock options exercised and the registration for issuance had been completed.

  • D. Under the Enterprise Merger and Acquisition Act, in consideration of business strategies and division of services to increase competitiveness and operational performance, the Company decided to spin-off its medical electronics segment amounting to $400,000 to swap for common shares of Altek Biotechnology Corporation at $10 per share and obtained 40 million shares. The split was resolved by the shareholders on June 2, 2015. On September 8, 2015, the Board of Directors resolved to set the spin-off date as January 4, 2016. Below are assets of the segment spun off.

spun off.
Asset
Cash
Other prepaid expenses
Property, plant and equipment
January4,2016
399,272
$ 501
227
400,000
$
~47~

137

  • E. The Board of Directors’ meeting on April 20, 2015 and the stockholders’ meeting on June 2, 2015 adopted a resolution to issue employee restricted ordinary shares amounting to 4,000 thousands shares to be issued once or by installments within one year from the receiving date of the effectiveness notification from the authorities. The shares are subscribed at no cost to employees. The employee restricted ordinary shares issued are subject to certain transfer restrictions before their vesting conditions are met. Other than these restrictions, the rights and obligations of these shares issued are the same as other issued ordinary shares.

  • (15) Capital surplus

Pursuant to the R.O.C. Company Law, capital surplus arising from paid-in capital in excess of par value on issuance of common stocks and donations can be used to cover accumulated deficit or to issue new stocks or cash to shareholders in proportion to their share ownership, provided that the Company has no accumulated deficit. Further, the R.O.C. Securities and Exchange Law requires that the amount of capital surplus to be capitalised mentioned above should not exceed 10% of the paid-in capital each year. Capital surplus should not be used to cover accumulated deficit unless the legal reserve is insufficient.

legal reserve is insufficient.
At January 1, 2016
Employee stock options expense
Cash dividends from capital surplus
Issuance of restricted shares
to employees
Retirement of employee restricted
shares
Acquisition of ownership interests
in subsidiaries
At December 31, 2016
Share
premium
Employee
stock
options
Difference
between
proceeds from
disposal of
subsidiary and
book value
Restricted
shares to
employees
Total
40,992
$ 1,975,772
$ -
236
-
134,140)
(
25,713
25,713
4,620)
(
4,620)
(
-
47)
(
62,085
$ 1,862,914
$
1,880,706
$ -
134,140)
(
-
-
-
1,746,566
$
52,493
$ 236
-
-
-
-
52,729
$
1,581
$ -
-
-
-
47)
(
1,534
$
~48~

138

At January 1, 2015
Employee stock options expense
Employee stock options exercised
Cash dividends from capital surplus
Issuance of restricted shares
to employees
Acquisition of ownership interests
in subsidiaries
At December 31, 2015
Share
premium
Employee
stock
options
Difference
between
proceeds from
disposal of
subsidiary and
book value
Restricted
shares to
employees
Total
-
$ 2,063,551
$ -
2,842
-
2,891
-
135,127)
(
40,992
40,992
-
623
40,992
$ 1,975,772
$
Total
2,012,075
$ -
3,758
135,127)
(
-
-
1,880,706
$
50,518
$ 2,842
867)
(
-
-
-
52,493
$
958
$ -
-
-
-
623
1,581
$
1,975,772
$

(16) Retained earnings

  • A. According to the Company’s Articles of Incorporation, the annual earnings, if any, shall first be used to pay all taxes and offset prior years’ operating losses and then 10% of the remaining amount shall be set aside as legal reserve. Special reserve shall be set aside in accordance with the rules set forth in the Securities and Exchange Law, and distributing the remaining amount as common stockholders’ dividends in accordance with the resolution adopted by the Board of Directors and approved at the stockholders’ meeting.

  • B. The amount of dividends appropriated is based on the Company’s current year’s net income and prior years’ retained earnings, taking into account the Company’s financial structure and future operating plans. The distribution ratio of cash dividends to stock dividends is based on the Company’s funding status, diluted earnings per share and other factors. According to the dividend policy adopted by the Board of Directors, cash dividends shall account for at least 20% of the total dividends distributed. Dividends appropriation shall be resolved by the stockholders at the stockholders’ meeting.

  • C. Except for covering accumulated deficit or issuing new stocks or cash to shareholders in proportion to their share ownership, the legal reserve shall not be used for any other purpose. The use of legal reserve for the issuance of stocks or cash to shareholders in proportion to their share ownership is permitted, provided that the balance of the reserve exceeds 25% of the Company’s paid-in capital.

  • D. a) In accordance with the regulations, the Company shall set aside special reserve from the debit balance on other equity items at the balance sheet date before distributing earnings. When debit balance on other equity items is reversed subsequently, the reversed amount could be included in the distributable earnings.

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139

  • b) The amounts previously set aside by the Company as special reserve on initial application of IFRSs in accordance with Jin-Guan-Zheng-Fa-Zi Letter No. 1010012865, dated April 6, 2012, shall be reversed proportionately when the relevant assets are used, disposed of or reclassified subsequently. Such amounts are reversed upon disposal or reclassified if the assets are investment property of land, and reversed over the use period if the assets are investment property other than land.

  • E. The appropriation of 2015 and 2014 earnings had been resolved at the stockholders’ meeting on June 17, 2016 and June 2, 2015, respectively. Details are summarized below:

Legal reserve
Cash dividends
Dividends per share
Amount
(in NT dollars)
27,364
$ 134,140
0.5
$ 161,504
$ 2015
2014 2014
Amount
27,364
$ 134,140
161,504
$
Amount
27,533
$ 135,127
162,660
$
Dividends per share
(in NT dollars)
0.5
$

The additional paid-in capital was returned to stockholders as resolved at the stockholders’ meeting on June 17, 2016 and on June 2, 2015, the shareholders resolved to return capital surplus amounting to $134,140 (approximately $0.5 per share) and $135,127 (approximately $0.5 per share) to shareholders in the nature of a capital contribution. The appropriation of 2015 and 2014 earnings were the same as that approved by the Board of Directors on March 18, 2016 and April 20, 2015 respectively.

  • F. The appropriation of 2016 earnings had been resolved at the Board of Directors meeting on March 27, 2017. Details are summarized below:
27, 2017. Details are summarized below:
Legal reserve
Cash dividends
2016
Amount
5,380
$ 215,596
220,976
$
Dividends per share
(in NT dollars)
0.8
$

Above-mentioned appropriation of 2016 earnings is yet to be resolved by the shareholders.

  • G. For the information relating to employees’ compensation and directors’ and supervisors’ remuneration, please refer to Note 6(23).
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140

(17) Other equity items

Other equity items
Foreign currency Unearned
translation adjustment compensation Total
At January 1, 2016 $ 477,768
($ 63,121)
$ 414,647
Currency translation differences:
Group ( 433,174)
- ( 433,174)
Associates ( 9,585)
- ( 9,585)
Issuance of restricted shares - ( 41,313)
( 41,313)
to employees
Retirement of restricted shares - 7,370 7,370
to employees
Share-based payment transactions - 36,534 36,534
At December 31, 2016 $ 35,009 ($ 60,530) ($ 25,521)
Foreign currency Unearned
translation adjustment compensation Total
At January 1, 2015 $ 481,868
$ -
$ 481,868
Currency translation differences:
Group 2,633 - 2,633
Associates ( 6,733)
- ( 6,733)
Issuance of restricted shares - ( 65,392)
( 65,392)
to employees
Share-based payment transactions - 2,271 2,271
At December 31, 2015 $ 477,768 ($ 63,121) $ 414,647

(18) Operating Revenue

Operating Revenue
Sales Revenue
Service Revenue
Other Revenue
Total
For the year ended
December 31,2016
10,995,263
$ 451,148
130,635
11,577,046
$
For the year ended
December 31,2015
12,334,184
$ 47,415
110,430
12,492,029
$
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141

(19) Other income

(19) Other income
(20) Other gains and losses
Rental revenue
Dividend income
Interest income:
Interest income from bank deposits
Others
Other income - others
Total
For the year ended
December 31,2016
-
$ 7,509
52,076
59
39,326
98,970
$
For the year ended
December 31,2015
5,822
$ 267
50,233
66
33,804
90,192
$
(20) Other gains and losses
(21)
(22)
Finance costs
Expenses by nature
For the year ended
For the year ended
December 31,2016
December 31,2015
Net gain (losses) on financial assets at
fair value through profit or loss
2,325
$ 11,190)
($ Net currency exchange gains
67,791
21,297
Gain on disposal of property, plant and
equipment
2,405
1,974
Gain on disposal of financial assets at
amortised cost
-
10,833
Impairment loss
-
20,442)
(
Other expenses
556)
(
870)
(
Total
71,965
$ 1,602
$ For the year ended
For the year ended
December 31,2016
December 31,2015
Interest expense:
Bank borrowings
26,119
$ 20,459
$ For the year ended
For the year ended
December 31,2016
December 31,2015
Employee benefit expenses
1,470,077
$ 1,634,084
$ Depreciation charges on property,
plant and equipment
340,366
426,624
Amortisation charges on intangible
assets
13,926
14,497
Total
1,824,369
$ 2,075,205
$
For the year ended
December 31,2015
1,602
$
For the year ended
December 31,2015
20,459
$
For the year ended
December 31,2015
1,634,084
$ 426,624
14,497
2,075,205
$
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142

(23) Employee benefit expenses

Employee benefit expenses
Wages and salaries
Employee stock options
Labor and health insurance fees
Pension costs
Other personnel expenses
Total
For the year ended
December 31,2016
1,245,514
$ 36,770
72,001
63,695
52,097
1,470,077
$
For the year ended
December 31,2015
1,404,206
$ 5,113
80,852
86,194
57,719
1,634,084
$
  • A. According to the Articles of Incorporation of the Company, when distributing earnings, the Company shall distribute compensation to the employees and pay remuneration to the directors and supervisors that account for 10% to 20% and no higher than 2%, respectively, of distributable profit of the current period. If a company has accumulated deficit, earnings should be channeled to cover losses. Employees’ compensation can be distributed in the form of shares or in cash. Employees of subsidiaries that the Company holds more than 50% shareholding are entitled to receive aforementioned stock or cash.

  • Abovementioned distributable profit of the current period refers to the pre-tax profit before deduction of employees’ compensation and directors’ and supervisors’ remuneration. A company may, by a resolution adopted by a majority vote at a meeting of Board of Directors attended by two-thirds of the total number of directors, have the profit distributed as employees’ compensation and directors’ and supervisors’ remuneration; and in addition thereto a report of such distribution shall be submitted to the shareholders’ meeting.

  • B. For the years ended December 31, 2016 and 2015, employees’ compensation was accrued at $13,383 and $45,124, respectively; directors’ and supervisors’ remuneration was accrued at $1,784 and $6,017, respectively. The aforementioned amounts were recognized in salary expenses.

Employees’ compensation and directors’ and supervisors’ remuneration of 2015 as resolved by the meeting of Board of Directors were in agreement with those amounts recognised in the 2015 financial statements.

Information about the appropriation of employees’ bonus and directors’ and supervisors’ remuneration by the Company as proposed by the Board of Directors and resolved by the stockholders will be posted in the Market Observation Post System at the website of the Taiwan Stock Exchange.

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143

(24) Income tax

A. Income tax expense

a) Components of income tax expense:

For the year ended For the year ended
December 31,2016 December 31,2015
Current tax:
Current tax on profits for the year $ 101,118
$ 55,823
Adjustments in respect of prior
years ( 16,025) ( 7,338)
Total current tax 85,093 48,485
Deferred tax:
Origination and reversal of
temporary differences 5,374 ( 40,354)
Total deferred tax 5,374 ( 40,354)
Income tax expense $ 90,467 $ 8,131
The income tax charged to equity during the period is as follows:
For the year ended For the year ended
December 31,2016 December 31,2015
Remeasurement of defined benefit
obligations $ 1,334
($ 747)
Translation differences of foreign
operations ( 90,685) ( 839)
($ 89,351) ($ 1,586)

b) The income tax charged to equity during the period is as follows:

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144

B. Reconciliation between income tax expense and accounting profit:

For the year ended For the year ended
December 31,2016 December 31,2015
Tax calculated based on profit before
tax and statutory tax rate $ 57,996
$ 74,552
Expense disallowed by tax regulation 11,400 ( 2,447)
Estimated 10% corporate income tax
on unappropriated earnings 10,849 15,451
Changes in reassessment of deferred
tax assets 21,277 ( 54,841)
Effect from tax credit of investment ( 7,955)
( 17,246)
Adjustment of income tax expense in
prior years ( 16,025)
( 7,338)
Tax paid outside of the territory of
the Republic of China
22,975 -
Tax exempted income by
tax regulation
( 17,723)
-
Effect from alternative minimum tax 7,673 -
Income tax expense $ 90,467 $ 8,131

C. Amounts of deferred tax assets or liabilities as a result of temporary difference, tax losses and investment tax credit are as follows:

nvestment tax credit are as follows:
Recognised
in other
Recognised in comprehensive
January1
profit or loss
income
December 31
Temporary differences:
-Deferred tax assets:
Cost of after-sales service and
other estimated expenses
62,442
$ 8,771)
($ 354)
($ 53,317
$ Tax losses
-
280
-
280
Tax credit of investment
9,392
6,793
-
16,185
Subtotal
71,834
$ 1,698)
($ 354)
($ 69,782
$ -Deferred tax liabilities:
Gain on foreign investment under
the equity method
399,995)
($ 4,474)
($ -
$ 404,469)
($ Estimated warranty costs
-
-
980)
(
980)
(
Currency translation differences
127,347)
(
-
90,685
36,662)
(
Others
799)
(
798
-
1)
(
Subtotal
528,141)
($ 3,676)
($ 89,705
$ 442,112)
($ Total
456,307)
($ 5,374)
($ 89,351
$ 372,330)
($ For theyear ended December 31,2016
For theyear ended December 31, 2016
December 31
53,317
$ 280
16,185
69,782
$
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145

For theyear ended December 31,2015 For theyear ended December 31,2015 For theyear ended December 31,2015 For theyear ended December 31,2015 For theyear ended December 31,2015 For theyear ended December 31,2015 For theyear ended December 31,2015
Recognised
in other
Recognised in comprehensive
January1 profit or loss income December 31
Temporary differences:
-Deferred tax assets:
Cost of after-sales service and
other estimated expenses $ 67,911
($ 6,216)
$ 747
$ 62,442
Tax losses 17,007 ( 17,007)
- -
Tax credit of investment - 9,392 - 9,392
Subtotal $ 84,918 ($ 13,831) $ 747 $ 71,834
-Deferred tax liabilities:
Gain on foreign investment under
the equity method ($ 454,966)
$ 54,971
$ -
($ 399,995)
Currency translation differences ( 128,186)
- 839 ( 127,347)
Others ( 13) ( 786) - ( 799)
Subtotal ($ 583,165) $ 54,185 $ 839 ($ 528,141)
Total ($ 498,247) $ 40,354 $ 1,586 ($ 456,307)
  • D. According to the Act for Industrial Innovation, details of the amount the Group is entitled as investment tax credit and unrecognised deferred tax assets amount are as follows:
Qualifyingitems December 31,2016
Unused tax credits Unrecognised
deferred tax assets
Investment usable
until
Research and development
Research and development
Qualifyingitems
8,230
$ 7,955
16,185
$
-
$ -
-
$ December 31,2015
2017
2018
Unused tax credits Unrecognised
deferred tax assets
Investment usable
until
Research and development 9,392
$
-
$
2017
  • E. Expiration dates of unused tax losses and amounts of unrecognised deferred tax assets are as follows:
follows: ollows:
December 31, 2015: None.
Amount
Year incurred
filed / assessed
2016
1,650
$
December 31,2016
Unused amount
1,650
$
Unrecognised
deferred tax assets
Usable untilyear
-
$ 2026
2026
~56~

146

  • F. The amounts of deductible temporary difference that are not recognized as deferred tax assets None.

  • G. As of December 31, 2016, the Company’s income tax returns through 2014 have been assessed and approved by the Tax Authority.

  • H. Unappropriated retained earnings:

December 31, 2016 December 31, 2015 Earnings generated in and after 1998 $ 2,946,092 $ 3,047,283

  • I. As of December 31, 2016 and 2015, the balance of the imputation tax credit account was $279,388 and $260,906, respectively. The creditable tax rate is estimated to be 9.48% for the year ended December 31, 2016 and was 9.04% for the year ended December 31, 2015.

  • (25) Earnings per share

Earnings per share
Basic earnings per share
Profit attributable to ordinary
shareholders of the parent
Diluted earnings per share
Profit attributable to ordinary
shareholders of the parent
Restricted shares to employees
Employees' bonus
Profit attributable to ordinary
shareholders of the parent
plus assumed conversion of
all dilutive potential ordinary
shares
For theyear ended December 31,2016
Amount after tax
53,800
$ 53,800
$ 53,800
$
Weighted average number of
ordinary shares outstanding
(share in thousands)
265,840
1,019
958
267,817
Earnings per share
(in dollars)
0.20
$
0.20
$
~57~

147

Basic earnings per share
Profit attributable to ordinary
shareholders of the parent
Diluted earnings per share
Profit attributable to ordinary
shareholders of the parent
Restricted shares to employees
Assumed conversion of all
dilutive potential ordinary
shares
Employees’ bonus
Profit attributable to ordinary
shareholders of the parent
plus assumed conversion of
all dilutive potential ordinary
shares
For theyear ended December 31,2015 theyear ended December 31,2015
Amount after tax
273,643
$ 273,643
$ 273,643
$
Weighted average number of
ordinary shares outstanding
(share in thousands)
269,237
7
3
795
270,042
Earnings per share
(in dollars)
1.02
$
1.01
$

(26) Operating leases

The Group leases office buildings for operational needs under non-cancellable operating lease agreements. These lease terms are between 2016 and 2027. Most of the lease agreements are renewable at the market price at the end of the lease period. The future aggregate minimum lease payments receivable under non-cancellable operating leases are as follows:

Not more than 1 year
More than 1 year but
not more than 5 years
Over 5 years
December 31,2016
7,289
$ 14,785
22,178
44,252
$
December 31,2015
16,963
$ 22,285
25,874
65,122
$
~58~

148

(27) Supplemental cash flow information

Investing activities with partial cash payments

For the year ended For the year ended
December 31,2016 December 31,2015
Acquisitions of property, plant, and
equipment $ 45,477
$ 105,791
Add:property and equipment and
construction billings payable at
beginning of year 61,027 8,332
Less: property and equipment and
construction billings payable at end
of year ( 6,848) ( 61,027)
Cash paid $ 99,656 $ 53,096
For the year ended For the year ended
December 31,2016 December 31,2015
Acquisitions of intangible assets $ 15,415
$ 2,676
Add: Payable at beginning of year - 6,163
Less: Payable at end of year ( 9,067) -
Cash paid $ 6,348 $ 8,839

(28) Transactions with non-controlling interest

  • A. Acquisition of additional equity interest in a subsidiary

For the years ended December 31, 2016 and 2015, the Group acquired an additional 0.41% and 1.57%, respectively, of shares of its subsidiary –Altek Autotronics Corporation for a total cash consideration of $1,483 and $5,097, respectively. This transaction resulted in a decrease in the non-controlling interest by $1,436 and $5,720 and a decrease in the equity attributable to owners of the parent by $47 and increase by $623, respectively. The effect of the change in ownership interests in Altek Autotronics Corporation on the equity attributable to owners of the parent for the years ended December 31, 2016 and 2015 is shown below:

For the year ended For the year ended
December 31,2016 December 31,2015
Carrying amount of non-controlling
interest acquired $ 1,436
$ 5,720
Consideration paid to non-controlling interest ( 1,483) ( 5,097)
Capital surplus
-Difference between proceeds on
acquisition of or disposal of equity
interest in a subsidiary and its carrying
amount ($ 47) $ 623
~59~

149

  • B. The Group did not acquire share increase raised by a subsidiary proportionally to its interest to the second-tier subsidiary.

Grandson Altek Semiconductor (Cayman) Co., Ltd., a second-tier subsidiary of the Group, increased capital by issuing new shares on December 30, 2015. The Group did not acquire shares proportionally to its interest. As a result, the Group decreased its share interest to 28.57%. The transaction increased non-controlling interest by $89,367 and decreased the equity attributable to owners of parent by $11,261. The effect of changes in interests in Altek Semiconductor (Cayman) Co., Ltd. on the equity attributable to owners of the parent for the year ended December 31, 2015 is shown below:

year ended December 31, 2015 is shown below:
Cash
Decrease in the carrying amount of non-controlling interst
Exchange differences on translation of foreign financial
statements
Retained earnings
-recognition of changes in ownership interest in subsidiaries
2015
81,668
$ 102,673)
(
4,019)
(
25,024)
($
  • -recognition of changes in ownership interest in subsidiaries

7. RELATED PARTY TRANSACTIONS

(1) Significant transactions and balances with related parties:

No significant related party transactions.

(2) Key management compensation

No significant related party transactions.
Key management compensation
Salaries and other short-term employee
benefits
Post-employment benefits
Share-based payments
Total
For the year ended
December 31,2016
32,845
$ 647
9,067
42,559
$
For the year ended
December 31,2015
60,609
$ 864
-
61,473
$

8. PLEDGED ASSETS

None.

9. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNISED CONTRACT

COMMITMENTS

Contingencies

a) The GUC (General Unsecured Creditor Trustee) of Eastman Kodak Company (hereunder ‘Kodak’) filed a lawsuit against the Company in the United States Bankruptcy Court for the Southern District of New York, asserting certain payments in 49.2 million transactions prior to Kodak’s bankruptcy were out of ordinary course of business. After discussion, the GUC agreed to withdraw its claim on August 24, 2016, so the suit was dismissed. The Company neither needs to refund nor to make any

~60~

150

payment to the GUC.

  • b) On December 22, 2015, the Company filed a civil complaint against HTC Corporation with the Taiwan Taipei District Court, alleging HTC Corporation’s default in relation to the agreed upon Manufacturing and Supply Agreement and claiming damage of USD 11,126 thousand against HTC Corporation. As of March 27, 2017, the case is still under trial.

10. SIGNIFICANT DISASTER LOSS

  • None.

11. SIGNIFICANT EVENT AFTER THE BALANCE SHEET DATE

  • None.

12. OTHERS

(1) Capital risk management

The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide returns for shareholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends, return capital or issue new shares to achieve the optimal capital structure.

(2) Financial instruments

  • A. Fair value information of financial instruments

  • The carrying amounts of financial instruments (including cash and cash equivalents, notes receivable, accounts receivable, other receivables, refundable deposits (shown as non-current assets), short-term borrowings, accounts payable, other payables, and guarantee deposits received (shown as non-current liabilities)) are approximate to their fair value. The fair value information of financial instruments measured at fair value is provided in Note 12(3).

  • B. Financial risk management policies

  • a) The Group’s activities expose it to a variety of financial risks: market risk (including foreign exchange risk, interest rate risk and price risk), credit risk and liquidity risk. The Group’s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group’s financial position and financial performance.

  • b) Risk management is carried out by a central treasury department (Group treasury) under policies approved by the Board of Directors. Group treasury identifies, evaluates and hedges financial risks in close co-operation with the Group’s operating units, as well as provides written principles for overall risk management and policies covering specific areas and matters, such as foreign exchange risk, interest rate risk, credit risk, use of derivative financial instruments and non-derivative financial instruments, and investment of excess liquidity.

~61~

151

  • C. Significant financial risks and degrees of financial risks

  • a) Market risk

Foreign exchange risk

  • i. The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the USD. Foreign exchange risk arises from future commercial transactions, recognised assets and liabilities and net investments in foreign operations.

  • ii. Management has set up a policy to require that group companies hedge their entire foreign exchange risk exposure with Group treasury. Foreign exchange risk arises when future commercial transactions or recognised assets or liabilities are denominated in a currency that is not the entity’s functional currency.

  • iii. The Group has certain investments in foreign operations, whose net assets are exposed to foreign currency translation risk. Currency exposure arising from the net assets of the Group’s foreign operations is managed primarily through transactions denominated in the relevant foreign currencies.

  • iv. The information on assets and liabilities denominated in foreign currencies whose values would be materially affected by the exchange rate fluctuations is as follows:

December 31, 2016

(Foreign currency:
functional currency)
Financial assets
Monetary items
USD:NTD
USD:RMB
Non-monetary items
USD:NTD
Financial liabilities
Monetary items
USD:NTD
USD:RMB
Foreign Currency
Amount
(In thousands)
Exchange
Rate
Book Value
(NTD)
SensitivityAnalysis SensitivityAnalysis SensitivityAnalysis
Extent of
Variation
Effect on
Profit or
(Loss)
Effect on
Other
Comprehensive
Income(Loss)
USD 102,320
USD 75,336
USD 3,930
USD 94,101
USD 61,696
32.25
6.937
32.25
32.25
6.937
3,299,820
$ 2,429,586
126,757
$ 3,034,757
$ 1,989,696
1%
1%
1%
1%
1%
32,998
$ 24,296
-
$ 30,348)
($ 19,897)
(
-
$ -
1,268
$ -
$ -


~62~

152

December 31, 2015

(Foreign currency:
functional currency)
Financial assets
Monetary items
USD:NTD
USD:RMB
Non-monetary items
USD:NTD
Financial liabilities
Monetary items
USD:NTD
USD:RMB
Foreign Currency
Amount
(In thousands)
Exchange
Rate
Book Value
(NTD)
SensitivityAnalysis SensitivityAnalysis SensitivityAnalysis
Extent of
Variation
Effect on
Profit or
(Loss)
Effect on
Other
Comprehensive
Income(Loss)
USD 100,781
USD 80,924
USD 4,210
USD 92,778
USD 67,843
32.825
6.4936

32.825
32.825
6.4936
3,308,136
$ 2,656,330
138,206
$ 3,045,438
$ 2,226,946
1%
1%
1%
1%
1%
33,081
$ 26,563
-
$ 30,454)
($ 22,269)
(
-
$ -
1,382
$ -
$ -


  • v.Total exchange gain, including realized and unrealized arising from significant foreign exchange variation on the monetary items held by the Group for the years ended December 31, 2016 and 2015 amounted to $67,791 and $21,297, respectively.

Interest rate risk

Interest risk arises from the changes of market interest rate causing fluctuation in financial instruments’ fair value or cash received and paid in the future.

The Group raised short-term borrowings at fixed rates during the years ended December 31, 2016 and 2015, and thus had no significant cash flow interest rate risk.

Price risk

The Group is exposed to price risk because of investments held by the Group. The Group sets limits to control the transaction volume and stop-loss amount to reduce it’s market risk.

b) Credit risk

  • i. Credit risk refers to the risk of financial loss to the Group arising from default by the clients or counterparties of financial instruments on the contract obligations. According to the Group’s credit policy, each local entity in the Group is responsible for managing and analyzing the credit risk for each of their new clients before standard payment and delivery terms and conditions are offered. Internal risk control assesses the credit quality of the customers, taking into account their financial position, past experience and other factors. Individual risk limits are set based on internal or external ratings, the utilization of credit limits is regularly monitored. Credit risk arises from cash and cash equivalents and deposits with banks and financial institutions, as well as credit exposures to customers,
~63~

153

including outstanding receivables and committed transactions.

  • ii. No credit limits were exceeded during the reporting periods, and management does not expect any significant losses from non-performance by these counterparties for the years ended December 31, 2016 and 2015.

  • iii. The individual analysis of financial assets that had been impaired is provided in the statement for each type of financial asset in Note 6.

  • iv. The credit quality information of financial assets that are neither past due nor impaired or past due and not impaired is provided in the statement in Note 6(3).

  • c) Liquidity risk

  • i. Cash flow forecasting is performed in the operating entities of the Group and aggregated by Group treasury. Group treasury monitors rolling forecasts of the Group’s liquidity requirements to ensure it has sufficient cash to meet operational needs while maintaining sufficient headroom on its undrawn committed borrowing facilities. Such forecasting takes into consideration the Group’s debt financing plans, and compliance with internal balance sheet ratio targets.

  • ii. Surplus cash held by the operating entities over and above the balance required for working capital management are transferred to the Group treasury. Group treasury invests surplus cash in interest bearing current accounts, time deposits and marketable securities, choosing instruments with appropriate maturities or sufficient liquidity to provide sufficient head-room as determined by the above-mentioned forecasts.

  • iii. The table below analyses the Group’s non-derivative financial liabilities into relevant maturity groupings based on the remaining period at the balance sheet date to the contractual maturity date for non-derivative financial liabilities. The amounts disclosed in the table are the contractual undiscounted cash flows.

Non-derivative financial liabilities:

Non-derivative financial liabilities:
December 31, 2016
Short-term borrowings
Accounts payable
Other payables
Guarantee deposits recevied
Less than 1year
2,415,000
$ 2,417,239
445,206
-
Over 1year
-
$ -
-
10,094

Non-derivative financial liabilities:

Non-derivative financial liabilities:
December 31, 2015
Short-term borrowings
Accounts payable
Other payables
Guarantee deposits received
Less than 1year
1,730,000
$ 2,422,069
510,923
-
Over 1year
-
$ -
-
6,576
~64~

154

(3) Fair value estimation

  • A. The different levels that the inputs to valuation techniques are used to measure fair value of financial and non-financial instruments have been defined as follows:

  • Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date. A market is regarded as active where a market in which transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis. The fair value of the Group’s investment in listed beneficiary certificates, on-the-run derivative instruments with quoted market prices is included in Level 1.

  • Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

  • Level 3: Unobservable inputs for the asset or liability. The fair value of the Group’s investment in equity investment without active market is included in Level 3.

  • B. The related information of financial and non-financial instruments measured at fair value by level on the basis of the nature, characteristics and risks of the assets and liabilities at December 31, 2016 and 2015 is as follows:

016 and 2015 is as follows:
December 31, 2016
Assets
Recurring fair value
measurements
Financial assets at fair
value though profit or loss
Beneficiary certificate
December 31, 2015
Assets
Recurring fair value
measurements
Financial assets at fair
value though profit or loss
Beneficiary certificate
Level 1
693,709
$ Level 1
427,531
$
Level 2
-
$ Level 2
-
$
Level 3
-
$ Level 3
-
$
Total
693,709
$
Total
427,531
$
  • C. The methods and assumptions the Group used to measure fair value are as follows:

The instruments the Group used market quoted prices as their fair values (that is, Level 1) are listed below by characteristics:

Open-end fund Market quoted price Net asset value

~65~

155

13. SUPPLEMENTARY DISCLOSURES

(1) Significant transactions information

  • A. Loans to others: None.

  • B. Provision of endorsements and guarantees to others: None.

  • C. Holding of marketable securities at the end of the period (not including subsidiaries, associates and joint ventures) : Please refer to table 1.

  • D. Acquisition or sale of the same security with the accumulated cost exceeding NT$300 million or 20% of the Company’s paid-in capital: None.

  • E. Acquisition of real estate reaching NT$300 million or 20% of paid-in capital or more: None.

  • F. Disposal of real estate reaching NT$300 million or 20% of paid-in capital or more: None.

  • G. Purchases or sales of goods from or to related parties reaching NT$100 million or 20% of paid-in capital or more: Please refer to table 2.

  • H. Receivables from related parties reaching NT$100 million or 20% of paid-in capital or more: Please refer to table 3.

  • I. Trading in derivative financial instruments undertaken during the reporting periods: None.

  • J. Significant inter-company transactions during the reporting periods: Please refer to table 4.

(2) Information on investees

Names, locations and other information of investee companies (not including investees in Mainland China ): Please refer to table 5.

(3) Information on investments in Mainland China

  • A. The related information of investments in Mainland China: Please refer to table 6.

  • B. Significant transactions, either directly or indirectly throught a third area, with investee companies in the Mainland Area:

For the significant purchases, sales, accounts payable and accounts receivable transactions between the Company and the investee companies in Mainland China through its subsidiaries, please refer to tables 2 and 4.

14. SEGMENT INFORMATION

(1) General information

The Group mainly operates in one segment. The chief operating decision-maker reviews the Group’s reporting to assess performance and allocate resources. The Group mainly has a single reportable segment.

(2) Measurement of segment information

The chief operating decision-maker assesses the segment performance through the consolidated financial statements which are prepared in accordance with the “Rules Governing the Preparation of Financial Statements by Securities Issuers” and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by

~66~

156

the FSC.

(3) Information about segment profit or loss, assets and liabilities

The Group has a single reportable segment. The revenue from external customers, the related gain

or loss, and the assets correspond with the consolidated revenue, consolidated operating income, and consolidated assets.

(4) Reconciliation for segment income (loss), assets and liabilities None.

(5) Information on product and service

Revenues from external customers are derived from the sale of digital image technology application and related export and import trade.

(6) Geographical information

Geographical information for the years ended December 31, 2016 and 2015 is as follows:

For the years ended December 31,

Asia
Europe
America
Taiwan
Total
Revenue
Non-current assets
9,950,667
$ 2,577,653
$ 1,118,838
-
67,611
-
439,930
2,173,112
11,577,046
$ 4,750,765
$ 2016
2015 2015
Revenue
9,950,667
$ 1,118,838
67,611
439,930
11,577,046
$
Revenue
9,235,699
$ 1,191,005
29,719
2,035,606
12,492,029
$
Non-current assets
3,085,704
$ -
-
2,219,152
5,304,856
$

(7) For the years ended December 31, 2016 and 2015, $5,987,938 and $4,876,853 out of the Group's total revenue was from sales of digital image technology application and others to certain customers, respectively.

(Blank below)

~67~

157

Altek Corporation and subsidiaries

Holding of marketable securities at the end of the period (not including subsidiaries, associates and joint ventures)

December 31, 2016

Table 1

Expressed in thousands of NTD (Except as otherwise indicated)

Securities held by Marketable securities Relationship with the
securities issuer
General
ledger account
As of December31,2016 As of December31,2016
Number of shares Bookvalue Ownership (%) Fairvalue
Altek Corporation
"
"
Altek (Kunshan) Co., Ltd.
"
Altek Investment Co., Ltd.
Altek Autotronics Corporation
Altek Semiconductor
Corporation
Altek Biotechnology
Corporation
Gianta Co., Ltd. - Common stock
Yung Li Investments Inc. - Common
stock
Hua-chuang Automobile Information
Technical Center Co., Ltd. - Common
stock
Guangdong Kingding Optical Technology
Co., Ltd.
CPEC Huachuang Private Equity
(Kunshan) Enterprise (Limited
Partnership)
Money Market Fund
Money Market Fund
Money Market Fund
Money Market Fund
Director
None
None
None
None
None
None
None
None
Financial assets carried
at cost -non-current
"
"
"
"
Financial assets at fair value
through profit or
loss-current
"
"
"
762,876
1,999,613
10,000,000
1,200,000
N/A
987,466
15,440,615
2,401,418
20,580,254
10,312
$ 5,950
93,450
5,579
32,543
15,782
202,008
44,317
431,602
14.55%
4.84%
2.00%
6.45%
(Note)
N/A
N/A
N/A
N/A
10,312
$ 5,950
93,450
5,579
32,543
15,782
202,008
44,317
431,602

Note : 1% of CPEC Huachuang Private Equity (Kunshan) Enterprise (Limited Partnership)’s capital contribution.

Table 1, Page 1

158

Altek Corporation and subsidiaries

Purchases or sales of goods from or to related parties reaching NT$100 million or 20% of paid-in capital or more

For the year ended December 31, 2016

For the year ended December 31, 2016 the year ended December 31, 2016
Table 2
Purchaser/seller
Counterparty Relationship with the
counterparty
Transaction Differences in transaction terms
compared to third party
transactions
Notes/accounts
receivable (payable)
Expressed in thousands of NTD
(Except as otherwise indicated)
Purchases
(sales)
Amount Percentage of
total purchases
(sales)
Credit term Unit price Credit term Balance Percentage of
total notes/accounts
receivable (payable)
Altek Corporation
"
Altek International
Investment Co.,
Ltd.
Altek Autotronics
Corporation
Altek Semiconductor
Corporation
Altek Biotechnology
Corporation
Altek (Kunshan) Co., Ltd.
Altek Trading (Shanghai)
Limited
"
Altek International
Investment Co., Ltd.
Altek Semiconductor
Corporation
Altek (Kunshan) Co., Ltd.
Altek International
Investment Co.,
Ltd.
"
"
"
Altek (Kunshan) Co., Ltd.
Altek Autotronics
Corporation
Parent and affiliated
company
"
"
The same ultimate
parent company
Parent and affiliated
company
The same ultimate
parent company
Parent and affiliated
company
The same ultimate
parent company
"
Purchases
Purchases
Purchases
Purchases
Purchases
Purchases
Purchases
Purchases
Purchases
2,949,019
$ 251,758
4,428,756
333,318
393,380
685,573
217,766
1,037,567
131,908
92%
8%
100%
98%
21%
94%
3%
89%
11%
Net 120 days
Net 75 days
"
"
"
"
"
"
"
Approximately
the same price
with third
parties
"
"
"
"
"
"
"
"
Note
"
"
"
"
"
"
"
"
1,990,972)
($ 78,824)
(
1,354,238)
(
90,870)
(
245,329)
(
177,066)
(
-
151,175)
(
64,017)
(
96%
4%
96%
100%
41%
79%
0%
70%
30%

Note: The payment term with third parties was net 60~120 days.

Table 2, Page 1

159

Altek Corporation and subsidiaries

Receivables from related parties reaching NT$100 million or 20% of paid-in capital or more

December 31, 2016

Table 3
Creditor
Counterparty Relationship
withthe counterparty
Balance as atDecember31,2016 Turnover rate Overduereceivables Overduereceivables Amount collected
subsequent to the
balance sheet date
Allowance for
doubtfulaccounts
Expressed in thousands of NTD
(Except as otherwise indicated)
Amount collected
subsequent to the
balance sheet date
Allowance for
doubtfulaccounts
Expressed in thousands of NTD
(Except as otherwise indicated)
Amount Actiontaken
Altek International
Investment Co., Ltd.
"
"
Altek (Kunshan) Co., Ltd.
"
Altek Corporation
Altek Semiconductor
Corporation
Altek Biotechnology
Corporation
Alteck International Investment
Co., Ltd.
Altek Trading (Shanghai)
Limited
Parent company
Parent company
The same ultimate
parent company
Parent company
The same ultimate
parent company
1,990,972
$ 245,329
177,066
1,354,238
151,175
1.33
3.26
3.25
5.10
8.88
-
$ -
-
-
-
N/A
N/A
N/A
N/A
N/A
836,221
$ 188,010
58,736
1,073,911
151,175
-
$ -
-
-
-

Table 3, Page 1

160

Altek Corporation and subsidiaries

Significant inter-company transactions during the reporting periods

For the year ended December 31, 2016

Table 4

Expressed in thousands of NTD

(Except as otherwise indicated)

Companyname Counterparty Relationship
(Note 1)
Transaction
General ledger account Amount Transaction terms Percentage of consolidated total operating
revenues or total assets(Note 2)
Altek Corporation
"
"
"
Altek International Investment Co., Ltd.
"
Altek Autotronics Corporation
"
Altek Semiconductor Corporation
"
Altek Biotechnology Corporation
"
Altek (Kunshan) Co., Ltd.
"
Altek Trading (Shanghai) Limited
"
"
"
Altek International Investment Co., Ltd.
"
Altek Semiconductor Corporation
"
Altek (Kunshan) Co., Ltd.
"
Altek International Investment Co., Ltd.
"
"
"
"
"
"
"
Altek (Kunshan) Co., Ltd.
"
Altek Autotronics Corporation
"
(1)
(1)
(1)
(1)
(3)
(3)
(3)
(3)
(3)
(3)
(3)
(3)
(3)
(3)
(3)
(3)
(3)
(3)
Purchases
Accounts payable
Purchases
Accounts payable
Purchases
Accounts payable
Purchases
Accounts payable
Purchases
Accounts payable
Purchases
Accounts payable
Purchases
Accounts payable
Purchases
Accounts payable
Purchases
Accounts payable
2,949,019
$ 1,990,972
251,758
78,824
4,428,756
1,354,238
333,318
90,870
393,380
245,329
685,573
177,066
217,766
-
1,037,567
151,175
131,908
64,017
Net 120 days
"
Net 75 days
"
"
"
"
"
"
"
"
"
"
"
"
"
"
"
25%
13%
2%
1%
38%
9%
3%
1%
3%
2%
6%
1%
2%
0%
9%
1%
1%
0%

Note 1: Relationship between transaction and counterparty is classified into the following categories:

(1) Parent company to subsidiary.

  • (2) Subsidiary to parent company.

  • (3) Subsidiary to subsidiary.

Note 2: Regarding percentage of transaction amount to consolidated total operating revenues or total assets, it is computed based on period-end balance of transaction to consolidated total assets for balance sheet accounts and based on accumulated transaction amount for the period to consolidated total operating revenues for income statement accounts.

Note 3: The Company may decide to disclose or not to disclose transaction details in this table based on the Materiality Principle.

Table 4, Page 1

161

Altek Corporation and subsidiaries

Information on investees

Table 5

For the year ended December 31, 2016

Expressed in thousands of NTD (Except as otherwise indicated)

Investor Investee Location Main business activities Initial invest ment amount Shares he ld as at December 31,2016 Net profit (loss) of
the investee for the
year ended
December 31,2016
Investment income(loss)
recognised by the Company
for the year ended
December 31,2016
Footnote
Balance
as at December 31,
2016
Balance
as at December 31,
2015
Number of shares Ownership (%) Book value
Altek Corporation
"
"
"
"
"
Altek International
Investment Co., Ltd.
"
Altek Semiconductor
(Cayman) Co., Ltd.
Altek Biotechnology
Holding (Cayman)
Co., Ltd.
Altek International
Investment Co., Ltd.
Altek Japan Corporation
Altek Investment Co.,
Ltd.
Altek Autotronics
Corporation
Altek Biotechnology
Corporation
Altek International
Holding (BVI) Co, Ltd.
Altek Lab Inc.
JinJing Optical
Technology Co., ltd.
Altek Semiconductor
Corporation
Altek Biotechnology
Corporation
British Virgin
Islands
Japan
Republic of China
Republic of China
Republic of China
British Virgin
Islands
U.S.A.
Samoa
Republic of China
Republic of China
Investment and general
business operations
Sale and design of optical
instruments
Investment
Research design,
manufacture and sales of
car electronic
components
Research and
development,
manufacture
and sales of
biotechnology
Investment and general
business operations
Design service
Investment and general
business operations
Research design and sales
of ASIC
Research and
development,
manufacture
and sales of
biotechnology
3,033,618
$ 2,869
50,000
184,080
-
415,376
118,671
112,875
200,000
415,376
3,033,618
$ 2,869
50,000
182,597
1,000
-
118,671
112,875
200,000
-
92,726,249
1,000
5,000,000
21,775,200
-
12,865,921
11,311,875
3,500,000
20,000,000
40,100,000
100%
100%
100%
100%
-
100%
100%
23.33%
100%
100%
9,124,874
$ 11,820
35,143
241,318
-
433,348
63,035
-
377,737
433,348
10,903
$ 17)
(
8,868
306)
(
32,393
2,657
1,112
116,809)
(
169,369
32,393
10,903
$ 17)
(
75)
(
276)
(
29,736
2,657
1,908
-
120,980
2,657
Note 1
Note 3
Note 3
Note 2
Note 3

Note 1: Ownership (%) on Altek Autotronics Corporation held by Altek Corporation and Altek Investment Co., Ltd. are 90.73% and 9.27%, respectively.

Note 2: Common stock of 9,311,875 shares and preferred stock of 2,000,000 shares.

Note 3: In June 2016, The share holding of Altek Biotechnology Corporation was changed to be owned by Altek Biotechnology Holding (Cayman) Co., Ltd. , which is a subsidiary of Altek International Holding (BVI) Co., Ltd.

Table 5, Page 1

162

Information on investments in Mainland China For the year ended December 31, 2016

Table 6

Altek Corporation and subsidiaries

Expressed in thousands of NTD

(Except as otherwise indicated)

Investee in Mainland
China
Main business
activities
Paid-incapital Investment
method
Note1
Accumulated amount
of remittance from
Taiwan to Mainland
China as of
January1,2016
Amount remitted
Mainland Ch
remitted back
the yearendedD
from Taiwan to
ina/Amount
to Taiwan for
ecember31,2016
Accumulated amount
of remittance from
Taiwan toMainland
China as of
December31,2016
Net profit (loss) of
investee for the year
ended December 31,
2016
Ownership
held by
the
Company
(direct or
indirect)
Investment income
(loss) recognised
by the Company
for the year ended
December31,2016
Book value of
investments in
Mainland China
as of
December 31,
2016
Accumulated
amount
of investment
income
remitted back to
Taiwan as of
December31,2016
Remitted to
Mainland China
Remitted back to
Taiwan
Altek (Kunshan) Co.,
Ltd. (Note 2)
Altek EMS (Kunshan)
Co., Ltd. (Note 3)
Altek Trading
(Shanghai) Limited
Kinko Optical (Suzhou)
Co., Ltd.
Phoenix Optical
(Shanghai) Co., Ltd.
Altek Precision
(Kunshan) Co., Ltd.
Altek Optical
Technology
(Kunshan)
Co., Ltd.
Manufacture and sale of
digital still cameras
and its accessories
Manufacture and sale of
related engineering
services
Wholesale, import and
export of digital
cameras, digital video
cameras and their
associated accessories
Manufacture and sale of
optical components
Manufacturing and
marketing of digital
cameras and its key
components, photo
sensor and
optoelectronic
equipment
Design, manufacture
and sales of digital
camera parts
Manufacture and sales
of digital camera and
its accessories and
optical components
1,599,600
$ 161,250
274,125
483,750
510,292
445,050
483,750
2
2
2
2
2
2
2
1,451,250
$ 292,927
274,125
112,875
285,878
445,050
483,750
-
$ -
-
-
-
-
-
-
$ -
-
-
-
-
-
1,451,250
$ 292,927
274,125
112,875
285,878
445,050
483,750
3,403)
($ 22,792
( 14,828)
( 113,246)
( 1,191)
( 95)
993
100%
100%
100%
23.33%
40%
100%
100%
3,403)
($ 22,792
( 14,828)
-
-
( 95)
993
3,861,055
$ 776,216
279,889
-
126,757
156,659
140,762
-
$ -
-
-
-
-
-

Note 1: Investment methods are classified into the following three categories; fill in the number of category each case belongs to:

(1)Directly invest in a company in Mainland China.

(2)Through investing in an existing company in the third area,which then investeed in the investee in Mainland China.

(3)Others.

Note 2: Including retained earnings capitalized of US$4,600 (In thousand of US dollars).

Note 3: Including retained earnings capitalized of US$3,600 (In thousand of US dollars).

Companyname Accumulated amount of remittance from Taiwan to
Mainland China as of December31,2016
Investment amount approved by the Investment
CommissionoftheMinistry of EconomicAffairs (MOEA)
Ceiling on investments in Mainland China imposed
by theInvestment Commissionof MOEA
Altek Corporation 3,387,535
$
4,610,267
$
-
$

Note:According to “REGULATIONS COVERNING THE APPROVAL OF INVESTMENT OR TECHNICAL IN MAINLAND CHINA”on August 29, 2008, Altek Corporation obtained the approval from the Industrial Development Bureau of Ministry of Economics Affairs issued to Headquarters, so there is no need to compute the ceiling amount of the Company.

Table 6, Page 1

163

  • 6.5 Separate Financial Statements for the Years Ended December 31, 2016 and 2015

Please refer to page 133~189 of the 2016 Chinese Annual Report.

164

6.6 Difficulty in Financial Turnover of the Company and its Affiliated Companies: None

165

VII. Review of Financial Conditions, Financial Performance, and Risk Management

7.1 Analysis of Financial Status IFRS & Consolidated Base

Unit: NT$ thousand

Unit: NT$ thousand Unit: NT$ thousand
Year
Item

December 31, 2015
December 31, 2016 Difference
Amount %
Current Assets 9,649,516 10,051,522 402,006 4.17
Property, Plant and
Equipment
5,211,143 4,657,848 (553,295)
(10.62)
Intangible Assets 93,713 92,917 (796)
(0.85)
Other Assets 445,806 424,845 (20,961)
(4.70)
Total Assets 15,400,178 15,227,132 (173,046)
(1.12)
Current Liabilities 5,117,961 5,613,869 495,908 9.69
Non-current Liabilities 653,365 580,270 (73,095)
(11.19)
Total Liabilities 5,771,326 6,194,139 422,813 7.33
Share Capital 2,726,938 2,739,788 12,850 0.47
Capital Reserve 1,975,772 1,862,914 (112,858)
(5.71)
Retained Earnings 4,536,749 4,462,922 (73,827)
(1.63)
Other Equity Interest 414,647 (25,521)
(440,168)

(106.15)
Treasury Stock (129,393)
(129,393)

-
-
Non-controlling
Interests
104,139 122,283 18,144 17.42
Total Shareholders’ Equity
9,628,852
9,032,993 (595,859)
(6.19)

7.1.1 Analysis of the percentage of change exceeding 20%

Other Interests: The change in other interests was due to the exchange rate of translation of financial statements of foreign operations.

7.1.2 Effect of changes on the Company’s financial condition: No significant effect.

7.1.3 Future response actions: N/A.

166

7.2 Analysis of Financial Performance IFRS & Consolidated Base

Analysis of Financial Performance
IFRS & Consolidated Base
Analysis of Financial Performance
IFRS & Consolidated Base
Analysis of Financial Performance
IFRS & Consolidated Base
Analysis of Financial Performance
IFRS & Consolidated Base
Analysis of Financial Performance
IFRS & Consolidated Base
Unit: NT$thousand
Year
Item

2015
2016 Amount of
Increase
(Decrease)
Percentage of
Change (%)
OperatingRevenue 12,492,029 11,577,046 (914,983) (7.32)
Cost of Sales 10,923,243 10,021,302 (901,941) (8.26)
Gross Profit from Operations 1,568,786 1,555,744 (13,042) (0.83)
OperatingExpenses 1,342,435 1,509,985 167,550 12.48
Net OperatingIncome(Loss) 226,351 45,759 (180,592) (79.78)
Non-operatingIncome and Expenses 56,160 144,816 88,656 157.86
Income before Tax 282,511 190,575 (91,936) (32.54)
Income Tax Expense 8,131 90,467 82,336 1,012.62
Income after Tax 274,380 100,108 (174,272)
(63.51)
  • 7.2.1 Analysis of the percentage of change exceeding 20%

  • A. Net operating income, net income before tax, and net income after tax decreased The revenue and profits of digital imaging products decreased in 2016; manufacturers in mainland China transformed themselves from OEM to operation and reclassified management/sales expenses under the overall production cost as operating expenses, leading to the decrease in net operating income, net income before tax, and net income after tax.

  • B. Non-operating income and expenses increased

Non-operating income and expenses increased due to the decrease in investment loss recognized via the equity method and the increase in net foreign exchange gains.

  • C. Income tax expenses increased

Income tax expenses increased due to the recognition of temporary difference income tax and deferred tax.

7.2.2 Effect of changes on the company’s future business

  • Due to maturity of the digital camera industry with a M-shaped trend, the Company will strengthen its production of key components and reduce costs, in addition to integrating resources, improving expense control and improving procedures and production/sales management. The Company will also strengthen the digital imaging core technologies, develop other digital imaging products, and enter the supply chain of the mobile communication industry.

The smartphone imaging solutions include design, chips, software, and camera lens and modules. Benefiting by its strength in the field of imaging processors, the Company has actively negotiated with customers specializing in smartphones and driving recorders. The smartphone solutions, including chips, software, IP, and modules, can be customized and thus are highly recognized by global smartphone customers. Currently, the Company has transformed itself into a digital imaging solution provider to improve its mid and long-term competitiveness, growth and profitability.

167

  • 7.2.3 Analysis of changes in gross profit from operations IFRS & Consolidated Base

Unit: NT$ thousand

Unit: NT$thousand Unit: NT$thousand Unit: NT$thousand Unit: NT$thousand
Item Change Reasons for Change- Favorable (Unfavorable)
Difference in
Price
Difference between
Cost and Price

Difference in
Sales Portfolio
Difference in
Quality
Gross Profit from
Operations
(13,042) 742,088 (680,309) 132,757 (207,578)

Explanation for reasons for change:

  • A. Price difference: Mainly caused by changes in the unit price of digital cameras and other product portfolios.

  • B. Cost price difference: Mainly caused by changes in the cost of digital cameras and other product portfolios.

  • C. Sales portfolio difference: Mainly caused by changes in other product portfolios.

  • D. Quantity difference: Mainly caused by the decrease in sales of digital cameras and changes in the quantity of other product portfolios.

7.3 Analysis of Cash Flow

IFRS & Consolidated Base

Analysis of Cash Flow
IFRS & Consolidated Base
Analysis of Cash Flow
IFRS & Consolidated Base
Analysis of Cash Flow
IFRS & Consolidated Base
Analysis of Cash Flow
IFRS & Consolidated Base
Unit: NT$thousand
Cash and Cash Equivalents,
Beginning of Year
(a)
Net Cash Flow from
Operating Activities
(b)
Cash
Inflows
(c)
Cash Surplus
(Deficit)
(a)+(b)+(c)
Leverage of Cash Deficit
Investment
Plan
Financing Plan
5,741,973
(905,480)
13,496 4,849,989

7.3.1 Analysis of changes in cash flow

  • A. Operating activities: Net cash outflows from the business cycle.

  • B. Investment activities: Net cash outflows from the purchase of equipment.

  • C. Financing activities: Net cash inflows from the increase in short-term loans and payment of cash dividends.

7.3.2 Remedy for cash deficit and liquidity analysis

  • No cash deficit occurs. The financing activities will be organized based on the business needs.

  • 7.3.3 Analysis of cash flow for the coming year: N/A.

7.4 Major Capital Expenditure Items and Impact on Finance and Business: None.

168

  • 7.5 Investment Policy in the Last Year, Main Causes for Profits or Losses, Improvement Plans and Investment Plans for the Coming Year

The Company’s main investment policy is to enhance vertical integration of imaging processing, optical technologies and key components. The main investment companies are Altek International Investment Co., Ltd., Altek (Kunshan) Co., Ltd. In 2016, the Company recognized investment gain of NT$42,928 thousand, mainly from Altek Semiconductor Corp. and Altek Biotechnology Corp.

Benefiting by its existing digital imaging processors and optical and imaging processors and customized products, the Company provides customers with chips, software, IP, and module integration and has transformed itself into a digital imaging solution provider. Currently, the Company enters the supply chain of several smartphone customers and actively applies digital imaging technologies to other fields. In the future, the Company will continue to invest in related technologies and products to improve its mid and long-term competitiveness, growth, and profitability.

  • 7.6 Analysis of Risk Management

  • 7.6.1 Organizational Structure and Policy of Risk Management

For possible operational risks, the Company clearly sets up each department’s responsibility for risk management. The Company controls and ensures customers’ needs through weekly management meetings and maintains a good relationship with customers to make profit and achieve a win-win satiation.

  • A. Organizational Structure of Risk Management

To respond to possible risks that the Company may face in the future, the Company clearly sets up each department’s responsibility for risk management.

(1) Audit Office

Audit Office is responsible to carry out audit operations for the better implementation of the internal control system and as the reference to the management’s performance evaluation and decision making, so as to control possible risks.

  • (2) CEO Office

CEO Office is responsible to respond to possible legal actions, disputes over patent rights, contractual risks, and mid and long-term business and operational strategies.

  • (3)Business Division

The division is focusing on the risk of products when the Company faces the product’s trends changes and the competition of the product’s price and will make the strategy in order to control the risks.

  • (4)Project Management Division

a. The division is focusing on the risks of the Product’s safety, the protection of environment, and Mass- Production Management so as to make the responding strategy.

b. The division is focusing on the risks of material’s price and the stability of the supply chain so as to make the strategy.

169

  • (5) Finance Division

Facing possible risks with regard to interest rates and exchange rates, Finance Division is responsible to engage in hedging transactions based on the related laws and regulations and the Procedures for Acquisition or Disposal of Assets. Finance Division is also responsible to control risks arising from transmission of information.

(6) Human Resource Division

Human Resource Division is responsible to draft the mid and long-term strategies for possible risks and control such risks.

B. Risk Management Policy

Risk Management is performed by Finance Division based on the policies approved by the Board of Directors. Finance Division works closely with business units and is responsible to identify, assess, and hedge financial risks. Finance Division sets up written policies for the specific scope and matters, such as foreign exchange risk, interest risk, credit risk, use of derivative and non-derivative financial instruments, and investment of remaining liquidity.

(1) Market Risk

a. Foreign Exchange Risk

The Company is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the USD. The fair value changes with the fluctuations in foreign exchange rates. Management has set up a policy to require that the companies hedge their entire foreign exchange risk exposure with group treasury. As such, no significant market risk is anticipated.

b. Interest Rate Risk

Interest rate risk arises from the changes of market interest rate causing fluctuation in financial instruments’ fair value or cash received and paid in the future. The Company raised short-term borrowings at fixed rates during the years ended December 31, 2016 and 2015, and thus had no significant cash flow interest rate risk.

c. Price Risk

The Company is exposed to price risk because of investments in beneficiary certificates made by the Company. The Company has set limits to control the transaction volume and stop-loss amount to reduce its market risk. As such, no significant price risk is anticipated.

  • (2) Credit Risk

According to the Company’s credit policy, each local entity in the Company is responsible for managing and analyzing the credit risk for each of their new clients before standard payment and delivery terms and conditions are offered. The counterparties’ credit has been evaluated and no default is expected. As a result, the possibility of credit risk is relatively low. The largest credit risk is the book value. As the Group’s accounts receivable debtors have good credit records, no material losses resulting from counter-party defaults

170

are anticipated.

(3) Liquidity Risk

Cash flow forecasting is performed in the operating entities of the Company to ensure they have sufficient cash to meet operational needs.

Surplus cash held by the operating entities over and above the balance required for working capital management are transferred to the Company treasury. Company treasury invests surplus cash in interest bearing current accounts, time deposits and marketable securities, choosing instruments with appropriate maturities or sufficient liquidity to provide sufficient head-room as determined by the above-mentioned forecasts. Financial assets invested by the Company have active markets, which allow quick sales of financial assets at a price close to the fair value. As such, no significant demand for additional cash is anticipated.

7.6.2 Effects of Changes in Interest Rates, Foreign Exchange Rates and Inflation on Corporate Finance, and Future Response Measures

Unit: NT$ thousand

Unit: NT$thousand Unit: NT$thousand Unit: NT$thousand
Item 2015 2016
Amount Percentage
to Revenue
(%)
Percentage to
Profit (Loss)
before Tax(%)
Amount Percentage
to Revenue
(%)
Percentage to
Profit (Loss)
before Tax(%)
Interest
Expense
20,459 0.16 7.24 26,119 0.23 13.71
Exchange
Gains
21,297 0.17 7.54 67,791 0.59 35.57

Note: Consolidated base with IFRS.

Based on the conservatism principle, the short-term investments of the Company are mainly Money Market Fund.

Interest expenses of Year 2016 increased NT$5,660 thousand compared with Year 2015, with an interest rate between 1.1% and 1.2%. Finance Division evaluates the bank loan rate and obtains the average market rate and works closely with the bank to obtain the best lending rate.

Exchange gains of Year 2016 increased NT$46,494 thousand compared with Year 2015 mainly due to the fluctuation of foreign exchange rate. The purchase/sales is performed at US dollars. The fair market price changes with the fluctuation of foreign exchange rate, resulting in dynamic natural hedging. In addition, the Company has properly controlled the net position of foreign currencies to reduce the risk of changes in the foreign exchange rate. Thus, no significant market risk is anticipated.

According to the procedures for acquisition or disposal of derivatives stipulated in the Procedures for Acquisition or Disposal of Assets, the Company collects information on interest rates and foreign exchange rates on a daily basis and refers to the opinions of experts in foreign exchange to reduce the effect of changes in foreign exchange rates on profit.

The Company pays close attention to inflation at any time and properly adjusts the product quotations and purchase contracts to reduce the effect of inflation on the Group.

171

  • 7.6.3 Policies, Main Causes of Gain or Loss and Future Response Measures with Respect to High-risk, High-leveraged Investments, Lending or Endorsement Guarantees, and Derivatives Transactions

The Company did not engage in any high-risk or high-leveraged investments or any lending or endorsement to others. The Company has established the Procedures for Lending Funds to Other Parties and Endorsement & Guarantee and the Procedures for Acquisition or Disposal of Assets (including regulations for derivative transactions).

  • 7.6.4 Future Research & Development Projects and Corresponding Budget

Please refer to page 62 “Ongoing Research and Development Projects and Expenses”

  • 7.6.5 Effects of and Response to Changes in Major Policies and Laws Relating to Corporate Finance and Sales

The Company consistently pays close attention to any changes in local and foreign policies and makes appropriate amendments to our systems when necessary. Changes in related laws have not had a significant impact on our operations.

  • 7.6.6 Effects of and Response to Changes in Technology and the Industry Relating to Corporate Finance and Sales

The digital image applications have been widely used nowadays including mobile devices, medical devices and autotronic devices, regardless of the correction of DSC market. As the digital image applications and needs continue to grow, the Company will enhance the market share and influence in the digital image area to improve the overall competitiveness, growth and profitability.

  • 7.6.7 The Impact of Changes in Corporate Image on Corporate Risk Management, and the Company’s Response Measures

The Company has consistently maintained a professional and ethical business philosophy, emphasized the corporate image and risk management, and fulfilled its social responsibilities. With years of experience and transforming itself into a digital camera solution provider, the Company has also organized numerous public welfare activities, including establishing Altek Charity Fund, to fulfill the social responsibilities.

  • 7.6.8 Expected Benefits from, Risks Relating to and Response to Merger and Acquisition Plans

According to the resolution passed in the 17th meeting of the 7th Board of Directors on May 5, 2017, the short-form merger between the Company and its subsidiary Altek Autotronics Corp., with June 30, 2017 as the base date, will benefit the resource integration across the Group. As this merger is within the scope of the Group, which is considered reorganization, it has no impact on shareholders’ equity and generates no risk.

  • 7.6.9 Expected Benefits from, Risks Relating to and Response to Factory Expansion Plans

  • As of the date of this Annual Report, the Company has no ongoing factory expansion activities.

  • 7.6.10 Risks Relating to and Response to Excessive Concentration of Purchasing Sources and Excessive Customer Concentration

172

  • A. Purchase

  • In addition to maintaining a good relationship with major suppliers, the Company has consistently worked to diversify its supplier base in order to reduce the concentration of purchase.

B. Sales

In addition to traditional digital cameras, the Company also sells sports cameras and wearable cameras. The smartphone imaging solutions, including chips, software, IP, and modules, can be customized and thus are highly recognized by global smartphone customers without excessive customer concentration. In the future, the Company will continue to strengthen the digital imaging core technologies and develop other related fields, in addition to reinforcing the relationship with existing customers, in order to increase both customers and the market share.

  • 7.6.11 Effects of, Risks Relating to and Response to Large Share Transfers or Changes in Shareholdings by Directors, Supervisors, or Shareholders with Shareholdings of over 10%

As of the date of this Annual Report, there have been no major transfers of shares.

  • 7.6.12 Effects of, Risks Relating to and Response to the Changes in Management Rights There was no change in management rights.

173

7.6.13 Litigation or Non-litigation Matters

Case Fact in Dispute Amount of Subject Start of
Litigation
Major Litigant Current Progress
Dispute over the
transactions prior to
Eastman Kodak
Company’s(“Kodak”)
bankruptcy being out of
ordinary course of
business
Dispute over the
transactions prior to
Eastman Kodak
Company’s(“Kodak”)
bankruptcy being out
of ordinary course of
business
The GUC of Kodak
filed a lawsuit against
the Company in the
United States
Bankruptcy Court for
the Southern District
of New York, asserting
certain payments in
US$49.2 million
transactions prior to
Kodak’s bankruptcy
were out of ordinary
course of business.
June 17,
2014
General
Unsecured
Creditor Trustee
(entrusted by the
creditor)
The GUC has
agreed to drop the
lawsuit, which
took effect when
served on the
court at 3am on
August 24, 2016,
the Eastern Time
Zone.
Civil complaint against
HTC
Corporation
HTC Corporation’s
default in the agreed
upon Manufacturing
and Supply
Agreement
US$11,126 thousand
against HTC
Corporation
December
22, 2015
HTC Corporation The case is still
under trial at the
Taiwan Taipei
District Court.

7.6.14 Other Major Risks: None.

7.7 Other Important Items: None.

174

VIII. Special Disclosure

8.1 Profile of Affiliated Companies

8.1.1 Organizational Structure of Affiliated Companies

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December 31, 2016
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Altek Corporation
100% 100% 100% 90.73% 100%
Altek
Altek International Altek Investment
Altek Japan Corp. Investment Co. Ltd. Co., Ltd. 9.27% Altek Autotronics Corp. International Holding Co., Ltd.
100% 100% 100% 100% 100% 100% 71.43% 100% 100%
Altek Lab Inc. Altek Imaging Technology Leading Tech Toptek Investment Altek Trading Technology (Cayman) Altek Optical Altek Semiconductor Altek Optical Altek Biotechnology
Co., Ltd. Cayman Co., Ltd. (Cayman) Co. Ltd. (Cayman) Co., Ltd. (Cayman) Co., Ltd. (Cayman) Co., Ltd.
(Cayman) Co., Ltd. Co., Ltd.
100% 100% 100% 100% 100% 100% 100%
Altek (Kunshan) Altek (Kunshan) Co., Toptek Electronics Altek Trading Altek (Kunshan) Altek Semiconductor Altek Biotechnology
Precision Co., Ltd. Ltd. (Kunshan) Co., Ltd. (Shanghai) Co., Ltd. Optical Co., Ltd. Corp. Corp.
----- End of picture text -----

8.1.2 Scope of Business Engaged by Affiliated Companies

The scope of business engaged by affiliated companies is research, development, manufacturing and sale of digital imaging-related applications. With over 20 years of experience in digital imaging technologies including digital imaging processing, optical and imaging chip design, the Company and its affiliated companies provides customers with chips, software, IP, and module integration and has transformed itself into a digital imaging solution provider. In addition to successfully entering the supply chain of smartphone customers, the Company also applies digital imaging technologies to the medical and automotive fields.

175

8.1.3 Profile of Affiliated Companies

Unit: NT$ (foreign currency) thousand; December 31, 2016

Name of Company Date of Establishment Address Paid-in Capital Paid-in Capital Main Business or Production Division of Work
Altek Japan Corporation July 5, 2005 Japan JPY 10,000 Design of optical components Development and design of
camera optics components
Altek International
Investment Co., Ltd.
February 2, 2000 British Virgin
Islands
USD 92,726 Business operation and investment Business operation and
investment
Altek Lab Inc. July 15, 2000 U.S.A. USD 1,005 Design services R&D and sales of key
components of digital cameras
Altek Imaging
Technology (Cayman)
Co., Ltd.
April 19, 2005 Cayman
Islands
USD 15,092 Business operation and investment Holding company indirectly
investing in mainland China
Altek (Kunshan)
Precision Co., Ltd.
October 27, 2010 Kunshan,
China
USD 13,800 Production/sales of plastic and
metal parts
Component supplier
Leading Tech. Co., Ltd. May 15, 2002 Cayman
Islands
USD 45,000 Business operation and investment Holding company indirectly
investing in mainland China
Altek (Kunshan) Co., Ltd. July 23, 2001 Kunshan,
China
USD 49,600 Manufacturing and sales of digital
cameras and related components
Manufacturing and sales of
digital cameras
Toptek Investment
Cayman Co., Ltd.
March 3, 2004 Cayman
Islands
USD 1,400 Business operation and investment Holding company indirectly
investing in mainland China
Toptek Electronics
(Kunshan) Co., Ltd.
March 3, 2004 Kunshan,
China
USD 5,000 Production/sales of electronic
product components
Component supplier
Altek Trading (Cayman)
Co., Ltd.
June 7, 2005 Cayman
Islands
USD 8,500 Business operation and investment Holding company indirectly
investing in mainland China
Altek Trading(Shanghai)
Co., Ltd.
December 7, 2005 Shanghai,
China
USD 8,500 Wholesale and import/export of
electronic products and accessories
andpackageproducts
Import/export of electronic
products
Altek Semiconductor
(Cayman) Co., Ltd.
November 26, 2009 Cayman
Islands
USD 70 Business operation and investment Holding company indirectly
investing in subsidiaries in
Taiwan

176

Name of Company Date of Establishment Address Paid-in Capital Paid-in Capital Main Business or Production Division of Work
Altek Semiconductor
Corp.
November 26, 2009 Hsinchu City,
Taiwan
NTD 200,000 R&D and sales of integrated circuits
with special applications
Development and design of
integrated circuits with special
applications
Altek Optical (Cayman)
Co., Ltd.
May 19, 2006 Cayman
Islands
USD 8,864 Business operation and investment Holding company indirectly
investing in mainland China
Altek Optical
Technology (Cayman)
Co., Ltd.
November 21, 2011 Cayman
Islands
USD 15,000 Business operation and investment Holding company indirectly
investing in mainland China
Altek (Kunshan) Optical
Co., Ltd.
November 21, 2011 Kunshan,
China
USD 15,000 Production/sales of electronic
product components
Production/sales of electronic
product components
Altek Investment Co.,
Ltd.
July 20, 2004 Taipei City,
Taiwan
NTD 50,000 General investment Investment company
Altek Autotronics Corp. December 3, 2009 Hsinchu City,
Taiwan
NTD 240,000 R&D, manufacturing, and sales of
automotive electronics
components
R&D and sales of automotive
electronics components
Altek International
Holding Co., Ltd.
May 17, 2016 British Virgin
Islands
USD 12,866 Business operation and investment Holding company indirectly
investing in subsidiaries in
Taiwan
Altek Biotechnology
(Cayman) Co., Ltd.
May 23, 2016 Cayman
Islands
USD 12,866 Business operation and investment Holding company indirectly
investing in subsidiaries in
Taiwan
Altek Biotechnology
Corp. (Note)
December 11, 2014 Hsinchu City,
Taiwan
NTD 401,000 R&D, manufacturing, and sales of
biotechnological and medical
electronic equipment
R&D of biotechnological and
medical electronic equipment

Note: The 2016 shareholders’ meeting (held on June 17, 2016) resolved to pass the adjustment of Altek Biotechnology Corp.’s investment structure; instead of direct holding, Altek Biotechnology Corp. is 100% owned by Altek Biotechnology Holding (Cayman) Co., Ltd., which is invested by 100%-owned Altek International Holding (BVI) Co., Ltd.

8.1.4 The Same Shareholders of Companies Controlled by or Subordinate to the Company: None.

177

8.1.5 Directors, Supervisors and Presidents of Affiliated Companies

December 31, 2016

December 31, December 31,
Name of Company Title Name or Representative Shareholding
Name Corporate Representative Number of Shares Shareholding
Ratio
Altek Japan Corporation Chairman
Director
Director
Supervisor
Altek Corporation Alex Hsia
David Lin
Vincent Kao
Steve Shyr
1,000 100.00%
Altek International Investment Co., Ltd. Director Altek Corporation Alex Hsia 92,726,249 100.00%
Altek Lab Inc. Director Altek International
Investment Co., Ltd.
Alex Hsia (Common stock)
9,311,875
(Preferred stock)
2,000,000
100.00%
Altek Imaging Technology (Cayman) Co.,
Ltd.
Director Altek International
Investment Co., Ltd.
Alex Hsia 15,092,410 100.00%
Altek (Kunshan) Precision Co., Ltd. Executive Director
Director
Altek Imaging Technology
(Cayman) Co., Ltd.
Alex Hsia
Steven Su
N/A 100.00%
Leading Tech. Co., Ltd. Director Altek International
Investment Co., Ltd.
Alex Hsia 45,000,000 100.00%
Altek (Kunshan) Co., Ltd. Executive Director
Director
Leading Tech. Co., Ltd. Alex Hsia
Steve Chou
N/A 100.00%
Toptek Investment Cayman Co., Ltd. Director Altek International
Investment Co., Ltd.
Alex Hsia 1,400,000 100.00%
Toptek Electronics (Kunshan) Co., Ltd. Executive Director
Director
Toptek Investment Cayman
Co., Ltd.
Alex Hsia
Steve Shyr
N/A 100.00%
Altek Trading (Cayman) Co., Ltd. Director Altek International
Investment Co., Ltd.
Alex Hsia 8,500,000 100.00%
Altek Trading(Shanghai) Co., Ltd. Executive Director
Supervisor
Altek Trading (Cayman) Co.,
Ltd.
Alex Hsia
Steven Su
N/A 100.00%
Altek Semiconductor (Cayman) Co., Ltd. Chairman
Director
Director
Altek International
Investment Co., Ltd.
Alex Hsia
Jye-Sheng Lin
Tat On Lo
20,000,000 71.43%

178

Name of Company Title Name or Representative Name or Representative Shareholding Shareholding
Name Corporate Representative Number of Shares Shareholding
Ratio
Altek Semiconductor Corp. Chairman
Director
Director
Supervisor
Altek Semiconductor
(Cayman) Co., Ltd.
Alex Hsia
Jason Lin
Simon Law
Steven Su
20,000,000 100.00%
Altek Optical (Cayman) Co., Ltd. Director Altek International
Investment Co.,Ltd.
Alex Hsia 8,864,432 100.00%
Altek Optical Technology (Cayman) Co.,
Ltd.
Director Altek International
Investment Co.,Ltd.
Alex Hsia 15,000,000 100.00%
Altek (Kunshan) Optical Co., Ltd. Executive Director
Director
Altek Optical Technology
(Cayman)Co.,Ltd.
Alex Hsia
Steve Shyr
N/A 100.00%
Altek Investment Co., Ltd. Chairman
Director
Director
Supervisor
Altek Corporation Alex Hsia
Jason Lin
David Lin
Steve Shyr
5,000,000 100.00%
Altek Autotronics Corp. Chairman
Director
Director
Supervisor
Altek Corporation Alex Hsia
Jason Lin
David Lin
Steven Su
21,775,200 90.73%
(Note 1)
Altek International Holding Co., Ltd. Director Altek Corporation Alex Hsia 12,865,921 100.00%
Altek Biotechnology (Cayman) Co., Ltd. Director Altek International Holding
Co.,Ltd.
Alex Hsia 12,865,921 100.00%
Altek Biotechnology Corp. (Note 2) Chairman
Director
Director
Supervisor
Altek Biotechnology
(Cayman) Co., Ltd.
Alex Hsia
Steve Shyr
Jason Lin
Steven Su
40,100,000 100.00%

Note 1: Altek Investment Co., Ltd. holds 9.27% of Altek Autotronics Corp.’ shares.

Note 2: The 2016 shareholders’ meeting (held on June 17, 2016) resolved to pass the adjustment of Altek Biotechnology Corp.’s investment structure; instead of direct holding, Altek Biotechnology Corp. is 100% owned by Altek Biotechnology Holding (Cayman) Co., Ltd., which is invested by 100%-owned Altek International Holding (BVI) Co., Ltd.

179

8.1.6 Operation of Affiliated Companies

Unit: NT$ (foreign currency) thousand; December 31, 2016

Name of Company Capital Capital Total Assets Total Assets Total Liabilities Total Liabilities Net Value Net Value
Altek International Investment Co., Ltd. USD 92,726 USD 329,406 USD 46,312 USD 283,094
Altek Lab Inc. USD 1,005 USD 1,986 USD 31 USD 1,955
Altek Imaging Technology (Cayman) Co., Ltd. USD 15,092 USD 4,858 USD 0 USD 4,858
Altek(Kunshan)Precision Co.,Ltd. USD 13,800 USD 4,858 USD 0 USD 4,858
Leading Tech. Co., Ltd. USD 45,000 USD 119,723 USD 0 USD 119,723
Altek (Kunshan) Co., Ltd. USD 49,600 USD 193,173 USD 73,450 USD 119,723
Toptek Investment Cayman Co., Ltd. USD 1,400 USD 24,070 USD 0 USD 24,070
Toptek Electronics (Kunshan) Co., Ltd. USD 5,000 USD 24,074 USD 5 USD 24,069
Altek Trading (Cayman) Co., Ltd. USD 8,500 USD 8,679 USD 0 USD 8,679
Altek Trading(Shanghai) Co., Ltd. USD 8,500 USD 15,408 USD 6,729 USD 8,679
Altek Semiconductor (Cayman) Co., Ltd. USD 70 USD 13,274 USD 2 USD 13,272
Altek Semiconductor Corp. NTD 200,000 NTD 1,130,838 NTD 753,101 NTD 377,737
Altek Optical (Cayman) Co., Ltd. USD 8,864 USD 3,930 USD 0 USD 3,930
Altek Japan Corporation JPY 10,000 JPY 94,362 JPY 51,474 JPY 42,888
Altek Investment Co., Ltd. NTD 50,000 NTD 35,143 NTD 0 NTD 35,143
Altek Autotronics Corp. NTD 240,000 NTD 389,194 NTD 128,516 NTD 260,678
Altek Optical Technology (Cayman)Co.,Ltd. USD 15,000 USD 4,365 USD 0 USD 4,365
Altek (Kunshan) Optical Co., Ltd. USD 15,000 USD 4,401 USD 36 USD 4,365
Altek International Holding (BVI) Co., Ltd. USD 12,866 USD 13,437 USD 0 USD 13,437
Altek Biotechnology Holding (Cayman) Co., Ltd. USD 12,866 USD 13,437 USD 0 USD 13,437
Altek Biotechnology Corp. NTD 401,000 NTD 791,216 NTD 357,867 NTD 433,349

Note 1: The Company is the headquarters of the Group. Operating revenue and operating income of subsidiaries are trade secrets. To protect shareholders’ equity, such information will not be disclosed. The current investment gain and loss has been disclosed in the notes of the financial statements.

180

8.1.7 Declaration of Consolidated Financial Statements of Affiliated Companies

Altek Corporation

Declaration of Consolidated Financial Statements of Affiliated Companies

In 2016 (January 1, 2016 to December 31, 2016), companies that shall be included in the consolidated financial statements of affiliated companies in accordance with the Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises are the same companies that shall be included in the consolidated financial statements of the parent company and subsidiaries in accordance with IFRS 10. In addition, the related information that shall be disclosed in the consolidated financial statements of affiliated companies has been disclosed in the abovementioned consolidated financial statements of the parent company and subsidiaries. Accordingly, the consolidated financial statements of affiliated companies are not compiled separately.

Sincerely,

Altek Corporation

Chairman: Alex Hsia March 27, 2017

8.1.8 Affiliation Report

The Company is not the affiliated company of other companies as stipulated in “Chapter VI-I Affiliated Enterprises” of the Company Act, so no affiliation report is compiled.

  • 8.1.9 Endorsement/Guarantee, Lending Funds to Others, and Derivatives Transactions of Affiliated Companies: None.

181

  • 8.2 Private Placement of Securities in the Most Recent Years

  • 8.2.1 The general shareholders’ meeting held on June 17, 2016 resolved to pass the private placement of common stock and domestic or overseas convertible corporate bonds within 70 million shares. The private placement may be carried out at a time or in installments within one year of the date of the resolution. The Board of Directors is authorized to adjust, set up and carry out the private placement.

  • 8.2.2 The abovementioned private placement will expire on June 16, 2017. Due to its oncoming expiration, the Board of Director resolved on May 5, 2017 that no private placement of securities will be performed in the remaining period.

  • 8.3 Shares in the Company Held or Disposed of by Subsidiaries in the Most Recent Years: None.

  • 8.4 Other Mentionable Items: None.

  • 8.5 Any Event Having a Material Impact on Shareholders' Rights and Interests or Securities Prices stipulated in Subparagraph 2, Paragraph 3, Article 36 of the Securities and Exchange Act: None

182