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Altek Interim / Quarterly Report 2012

Mar 20, 2013

52290_rns_2013-03-20_acd41738-3750-4567-9593-830c55efe66f.pdf

Interim / Quarterly Report

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ALTEK CORPORATION

CONSOLIDATED FINANCIAL STATEMENTS AND

REPORT OF INDEPENDENT ACCOUNTANTS JUNE 30, 2012 AND 2011

---------------------------------------------------------------------------------------------------------------------- For the convenience of readers and for information purpose only, the auditors‟ report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. In the event of any discrepancy between the English version and the original Chinese version or any differences in the interpretation of the two versions, the Chinese-language auditors‟ report and financial statements shall prevail.

REPORT OF INDEPENDENT ACCOUNTANTS TRANSLATED FROM CHINESE

PWCR12000012

To the Board of Directors and Stockholders of Altek Corporation

We have audited the accompanying consolidated balance sheets of Altek Corporation and its subsidiaries as of June 30, 2012 and 2011, and the related consolidated statements of income, of changes in stockholders' equity and of cash flows for the six-month periods then ended. These consolidated financial statements are the responsibility of the Company‟s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

Except as discussed in the following paragraph, we conducted our audits in accordance with the “Rules Governing the Examination of Financial Statements by Certified Public Accountants” and generally accepted auditing standards in the Republic of China. Those rules and standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

As described in Note 1, the financial statements of major subsidiaries-Altek International Investment Co., Ltd. and its subsidiary-Altek (Kunshan) Co., Ltd., were consolidated based on their reviewed on major accounts of financial statements as of and for the six-month periods ended June 30, 2012 and 2011. Total assets of these subsidiaries amounted to $8,469,018 and $10,316,433, representing 44% and 50% of the consolidated total assets, as of June 30, 2012 and 2011, respectively. The financial statements of other subsidiaries were consolidated based on their unaudited or unreviewed financial statements as of and for the six-month periods ended June 30, 2012 and 2011. Total assets of these subsidiaries amounted to $2,607,285 and $2,287,427, representing 13% and 11% of the consolidated total assets, as of June 30, 2012 and 2011. Total net operating revenues of these subsidiaries for the six-month periods ended June 30, 2012 and 2011 representing less than 10% of the consolidated net operating revenues for the six-month periods then ended. In addition, as described in Note 4(6), the financial statements of long-term investments accounted for under the equity method were not audited by independent accountants. Long-term equity investments in these companies amounted to $383,986 and $339,385 as of June 30, 2012 and 2011, respectively, and the related investment loss amounted to $11,046 and $5,200 for the six-month periods then ended. These amounts were based solely on their unaudited or unreviewed financial statements.

1

In our opinion, except for the effect of such adjustments, if any, as might have been determined to be necessary had the financial statements of subsidiaries and investee companies been audited by independent accountants as described in the preceding paragraph, the consolidated financial statements referred to in the first paragraph present fairly, in all material respects, the financial position of Altek corporation and subsidiaries as of June 30, 2012 and 2011, and the results of their operations and their cash flows for the six-month periods then ended in conformity with the “Rules Governing the Preparation of Financial Statements by Securities Issuers” and generally accepted accounting principles in the Republic of China.

Altek Corporation expects to adopt International Financial Reporting Standards, International Accounting Standards, and Interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee (collectively referred herein as the IFRSs) as recognized by the former Financial Supervisory Commission, Executive Yuan, R.O.C (FSC) and the “Rules Governing the Preparation of Financial Statements by Securities Issuers” that will be applied in 2013 in the preparation of consolidated financial statements of Altek Corporation and its subsidiaries starting from January 1, 2013. Information relating to the adoption of IFRSs by Altek Corporation is disclosed in Note 13 in accordance with Jin-Guan-Zheng-Shen-Zi Order No.0990004943 of the FSC, dated February 2, 2010. The IFRSs may be subject to changes during the time of transition; therefore, the actual impact of IFRSs adoption on Altek Corporation and its subsidiaries may also change.

PricewaterhouseCoopers, Taiwan Hsinchu, Taiwan Republic of China August 17, 2012


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 the 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.

2

ALTEK CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS

(Expressed in thousands of NT dollars)




ASSETS
Current Assets
Cash and cash equivalents (Note 4 (1))

Financial assets at fair value through profit or loss - current
(Note 4 (2))
Notes receivable, net
Accounts receivable, net (Note 4 (3))
Other receivables
Inventories, net (Note 4 (4))
Prepaid expenses
Deferred income tax assets - current (Note 4 (16))
Other current assets


Funds and Investments

Financial assets carried at cost - non-current (Note 4 (5))
Long-term equity investments accounted for under the equity
method (Note 4 (6))


Property and Equipment
(Note 4 (7))
Cost
Buildings
Machinery and equipment
Test equipment
Transportation equipment
Furniture and fixtures
Leasehold improvements
Other equipment

Less: Accumulated depreciation
(
Construction in progress and prepayments for equipment


Intangible Asset
Other intangible assets

Other Assets
Assets leased to other (Note 4(8))
Deposits out
Deferred charges


TOTAL ASSETS
June 30, June 30, %
33
3
-
19
-
15
1
1

-
72
1

2

3
14
6
1
-
1
-

2
24
(
7 )

-
17

-
7
1

-

8
100

2012


%

30

3
-
21
-
11
1
2

-

68

1

2


3

16
9
1
-
1
-

1

28
(
9 ) (

1

20


1

8
-

-


8

100

2011
Amount
$ 5,912,005
518,824
-
4,005,740
23,308
2,158,366
291,493
321,897
14,767
13,246,400
236,077
383,986
620,063
3,004,392
1,674,778
193,093
25,478
175,146
47,264
250,531
5,370,682

1,651,323 )
129,347
3,848,706
105,247
1,477,047
42,672
14,494
1,534,213
$ 19,354,629
Amount
$ 6,877,517
594,642
13,209
3,978,664
18,384
3,040,612
128,708
115,418
32,652
14,799,806
256,855
339,385
596,240
2,857,752
1,287,566
153,277
20,571
139,571
37,664
396,374
4,892,775

1,400,228 )
100,492
3,593,039
101,211
1,488,341
45,261
20,879
1,554,481
$ 20,644,777

(Continued)

3

ALTEK CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (Continued)

(Expressed in thousands of NT dollars)




LIABILITIES AND STOCKHOLDERS‟EQUITY
Current Liabilities
Notes payable

Accounts payable
Accounts payable – related parties (Note 5)
Income tax payable (Note 4 (16))
Accrued expenses
Other payables (Note 4(9))
Provision for product warranty
Other current liabilities


Other Liabilities
Accrued pension liabilities (Note 4 (10))
Guarantee deposits received
Deferred income tax liabilities – non-current (Note 4 (16))


Total Liabilities

Stockholders‟Equity
Capital (Note 4 (11))
Common stock
Stock dividends distributable
Capital reserve (Note 4 (14))
Paid-in capital in excess of par value
Capital reserve from conversion of convertible bonds
Additional paid-in capital - treasury stock transactions
Long-term investment
Capital reserve from employee stock options (Note 4(12))
Retained earnings (Note 4 (15))
Legal reserve
Special reserve
Unappropriated earnings
Cumulative translation adjustments
Treasury stock (Note 4 (13))
(
Stockholders‟ equity of parent company

Total Stockholders‟Equity

Commitments and contingent liabilities (Note 7)
TOTAL LIABILITIES AND STOCKHOLDERS‟EQUITY
June 30, June 30, %
-
29
-
-
3
7
2

4
45
-
-

4

4
49
19
1
6
4
-
-
1
6
2
17
(
2 )
(
3
)
51
51
100

2012


%

-

27
-
-
4
5
2

4

42

-
-

5


5

47

20
-
7
5
-
-
1
7
-
17

-
(
(
4
)
(
53

53

100

2011
Amount
$ 674
5,259,090
613
53,201
753,129
936,992
356,992
823,846
8,184,537
2,624
22,530
821,833
846,987
9,031,524
3,961,013
-
1,371,589
894,836
6,841
13,187
100,398
1,291,466
-
3,385,631
12,846

714,702
)
10,323,105
10,323,105
$ 19,354,629
Amount
$ 8,810
5,937,444
27,346
32,015
534,625
1,519,432
316,802
811,791
9,188,265
1,288
22,530
822,613
846,431
10,034,696
3,889,361
132,144
1,281,564
894,836
19,575
13,187
135,104
1,272,282
488,347
3,580,972

506,501 )

590,790
)
10,610,081
10,610,081
$ 20,644,777

The accompanying notes are an integral part of these consolidated financial statements. See report of independent accountants dated August 17, 2012.

.

4

ALTEK CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(Expressed in thousands of NT dollars, except for earnings per share amount)




Operating revenues
Sales

Sales returns
(
Sales allowances
(
Net operating revenues

Operating costs (Notes 4 (4) and (18))
Cost of sales
(
Gross profit

Operating expenses (Note 4 (18))
Selling expenses
(
Administrative and general expenses
(
Research and development expenses
(
(
Operating income

Non-operating revenues and income
Interest income
Gain on disposal of property and equipment
Foreign currency exchange gain, net
Rent revenues
Gain on valuation of financial assets (Note 4 (2))
Other income


Non-operating expenses and losses
Investment loss accounted for under the equity
method (Note 4(6))
(
Other expenses
(
(
Income before income tax
Income tax expense (Note 4 (16))
(
Consolidated net income

Attributable to:
Equity holders of the Company

Minority interest


Basic and diluted earnings per share
(in NT dollars) (Note 4 (17))
Basic earnings per share
Net income

Diluted earnings per share
Net income
For the six-month periods ended June 30, For the six-month periods ended June 30,
2012
Amount

$ 13,422,449

1,219 )

63
)
13,421,167


12,465,333
)
955,834


62,613 )

145,860 )

633,222
)

841,695
)
114,139

64,656
384
16,338
16,418
1,856
5,154

104,806


11,046 )

73
)

11,119
)
207,826

35,018
)
$ 172,808

$ 172,808
-

$ 172,808

Before Tax
$ 0.44

$ 0.44

The accompanying notes are an integral part of these consolidated financial statements. See report of independent accountants dated August 17, 2012.

5

ALTEK CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS‟ EQUITY FOR THE SIX-MONTH PERIODS ENDED JUNE 30, 2012 AND 2011

FOR THE SIX-MONTH PERIODS ENDED JUNE 30, 2012 AND 2011 FOR THE SIX-MONTH PERIODS ENDED JUNE 30, 2012 AND 2011



Balance at January 1, 2011

Distribution of 2010 earnings (Note 1):
Legal reserve
Special reserve
Employees‟ bonus - stock
Cash dividends
Stock dividends
Employee stock options exercised
Share-based payment transactions - employee stock
options
Consolidated net income for the six-month period
ended June 30, 2011
Cumulative translation adjustments
Sale of treasury stock to employees
Purchase of treasury stock

Balance at June 30, 2011

Balance at January 1, 2012

Distribution of 2011 earnings (Note 2):
Legal reserve
Special reserve
Cash dividends
Employee stock options exercised
Share-based payment transactions - employee stock
options
Consolidated net income for the six-month period
ended June 30, 2012
Cumulative translation adjustments

Balance at June 30, 2012
(Expressed in thousands of NT dollars)
Capital
Retained earnings
Common
Stock dividends

stock
distributable
Capital reserve
Legal reserve
Special reserve

$ 3,888,721
$ -
$ 2,321,763
$ 1,139,515
$ -

-
-
-
132,767
-
(
-
-
-
-
488,347
(
-
94,679
-
-
-
-
-
-
-
-
(
-
37,465
-
-
-
(
640
-
905
-
-
-
-
29,410
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(
7,812 )
-
-

-

-

-

-

-

$ 3,889,361
$ 132,144
$ 2,344,266
$ 1,272,282
$ 488,347

$ 3,955,214
$ -
$ 2,367,802
$ 1,272,282
$ 488,347

-
-
-
19,184
-
(
-
-
-
-
(
488,347 )
-
-
-
-
-
(
5,799
-
7,953
-
-
-
-
11,096
-
-
-
-
-
-
-

-

-

-

-

-

$ 3,961,013
$ -
$ 2,386,851
$ 1,291,466
$ -
Unappropriated
earnings

$ 4,524,497


132,767 )

488,347 )
-

749,292 )

37,465 )
-
-
464,346
-

-
-

$ 3,580,972

$ 3,308,469


19,184 )
488,347

564,809 )
-
-
172,808
-

$ 3,385,631
Cumulative
translation
adjustments

( $ 488,347 )

-

-
-

-

-
-
-
-
(
18,154 )
-

-
($ 506,501
)
$ 143,987

-

-

-
-
-
-
(
131,141
)
$ 12,846
Treasury stock
Total
( $ 491,032 )
$ 10,895,117
-
-
-
-
-
94,679
-
(
749,292 )
-
-
-
1,545
-
29,410
-
464,346
-
(
18,154 )
55,241
47,429
(
154,999
)
(
154,999
)
($ 590,790
)
$ 10,610,081
( $ 714,702 )
$ 10,821,399
-
-
-
-
-
(
564,809 )
-
13,752
-
11,096
-
172,808


(
131,141
)
($ 714,702
)
$ 10,323,105

Common

stock

$ 3,888,721

-
-
-
-
-
640
-
-
-
-

-

$ 3,889,361

$ 3,955,214

-
-
-
5,799
-
-

-

$ 3,961,013


Special reserve

$ -

-
(
488,347
(
-
-
(
-
(
-
-
-
-
-
-

$ 488,347

$ 488,347

-
(

488,347 )
-
(
-
-
-
-

$ -

Note 1: Directors‟ and supervisors‟ remuneration amounting to $14,131 and employees‟ bonus amounting to $141,312 had been deducted from the Consolidated Statement of Income. Note 2: Directors‟ and supervisors‟ remuneration amounting to $13,220 and employees‟ bonus amounting to $99,151 had been deducted from the Consolidated Statement of Income.

The accompanying notes are an integral part of these consolidated financial statements. See report of independent accountants dated August 17, 2012.

6

ALTEK CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed in thousands of NT dollars)



Cash flows from operating activities:
Consolidated net income

Adjustments to reconcile consolidated net income to net cash (used in) provided
by operating activities:
Payroll expense - employee stock options
Depreciation (including depreciation of leased assets)
Amortization
Gain on valuation of financial assets
(
Provision for doubtful accounts
Provision for inventory obsolescence
Investment loss accounted for under the equity method
Cash dividends on long-term equity investments accounted for under the
equity method
Loss on disposal of property and equipment, net
(
Write-off of property and equipment
Deferred income tax
(
Changes in assets and liabilities:
(Increase) decrease in assets:
Financial assets at fair value through profit or loss - current
(
Notes receivable
Accounts receivable
(
Other receivables
(
Inventories
(
Prepaid expenses
Other current assets
Increase in liabilities:
Notes payable
(
Accounts payable
Accounts payable - related parties
(
Income tax payable
(
Accrued expenses
(
Other payables
Provision for product warranty
Other current liabilities
Accrued pension liabilities

Net cash (used in) provided by operating activities
(
Cash flows from investing activities:
Acquisition of financial assets carried at cost-non-current
Acquisition of property and equipment
(
Proceeds from disposal of property and equipment
Decrease in deposits out, net
Increase in deferred charges
(
Net cash used in investing activities
(
(Continued)
For the six-month periods ended June 30,
2012
2011
$ 172,808
$ 464,346
11,096
29,410
135,805
172,922
7,352
8,420

1,856 ) (
958 )
17,061
-
25,784
25,519
11,046
5,200
14,234
5,056

384 )
-
678
127

29,472 )
13,693

19,316 )
229,581
9 (
8,775 )

607,444 )
930,814

4,113 ) (
125 )

136,273 ) (
725,656 )
5,201
19,957
1,216
(
28,135 )

283 )
5,344
72,592
909,923

14,213 ) (
22,814 )

1,429 ) (
101,847 )

14,532 ) (
345,418 )
70,512
(
45,284 )
70,184
(
271,653 )
209,483
163,161
992

-

3,262
)
1,432,808
- (
5,337 )

307,256 ) (
519,276 )
7,073
-
334
14,837

2,936
) (
23,638
)

302,785
) (
533,414
)

7

ALTEK CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(Expressed in thousands of NT dollars)



Cash flows from financing activities:
Proceeds from sales of treasury stock to employees

Proceeds from employee stock options exercised
Purchase of treasury stock
Increase in guarantee deposits received

Net cash provided by (used in) financing activities

Effect of foreign exchange rate
(
Net (decrease) increase in cash and cash equivalents
(
Cash and cash equivalents at beginning of period

Cash and cash equivalents at end of period

Supplemental disclosures of cash flow information
Interest paid

Income tax paid

Investing activities partially paid by cash
Increase in property and equipment

Add: property and equipment and construction billings payable at beginning of
period
Less: property and equipment and construction billings payable at end of period (
Cash paid

Declared directors‟ and supervisors‟ remuneration

Declared employees‟ cash dividends
Declared cash dividends
Less: Other payables at end of period
(
Cash paid
For the six-month periods ended June 30, For the six-month periods ended June 30,

2012

$ -

13,752
- (
-

13,752
(

99,546
) (

391,841 )
6,303,846

$ 5,912,005

$ -

$ 65,919

$ 220,793

151,403

64,940
) (
$ 307,256

$ 13,220

103,348
564,809

681,377
) (
$ -

2011
$ 47,429
1,545

154,999 )
22,530

83,495
)

39,020
)

776,879
6,100,638
$ 6,877,517
$ -
$ 112,647
$ 812,612
159,053

452,389
)
$ 519,276
$ 14,131
46,633
749,292

810,056
)
$ -

The accompanying notes are an integral part of these consolidated financial statements. See report of independent accountants dated August 17, 2012.

8

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2012 AND 2011

ALTEK CORPORATION AND SUBSIDIARIES

(Expressed in thousands of NT dollars, unless stated otherwise)

1. HISTORY AND ORGANIZATION

Altek Corporation (the “Company”) was incorporated on December 24, 1996 under the provisions of the Company Law of the Republic of China (“R.O.C.”) and commenced its operations on April 1, 1999. The Company engages in the development, manufacturing and sale of digital image technology application, related export and import trade.

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

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying consolidated financial statements of the Company and its subsidiaries (collectively referred herein as the Group) are prepared in accordance with the “Rules Governing the Preparation of Financial Statements of Securities Issuers” and generally accepted accounting principles in the Republic of China. The Group‟s significant accounting policies are as follows:

(1) BASIS FOR PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS

  • A. Basis For Preparation Of Consolidated Financial Statements:

The income (loss) of the subsidiaries is included in the consolidated statement of income effective on the date the Company gains control over the subsidiaries. Consolidated financial statements are prepared quarterly since January 1, 2008. The income (loss) of the subsidiaries is excluded from the consolidated statement of income effective the date on which the Company loses control over the subsidiaries. Significant inter-company transactions and assets and liabilities arising from inter-company transactions are eliminated.

  • B. Names of consolidated subsidiaries, their main operating activities, the percentage owned by the Company and their changes in 2012 were as follows:
Name of the investor
Altek Corporation

"

"
Name of subsidiaries
Altek International
Investment Co., Ltd.

Altek Japan Corporation
Altek Investment Co.,
Ltd.
Main operating activities
Investments and general
business operations
Sales and design of digital
camera and its optical
instruments
Investments
Percentage of ownership
as of June 30,
2012
2011
100%
100%
100%
100%
100%
100%

9

Percentage of ownership as of June 30,

Name of the investor
Altek Corporation

Altek International
Investment Co., Ltd.

"

"

"

"

"

"

"

"

Leading Tech. Co., Ltd.
Toptek Investment
Cayman Co., Ltd.

Altek Imaging
Technology (Cayman)
Co., Ltd.

"

Altek Trading (Cayman)
Co., Ltd.

Altek Semiconductor
(Cayman) Co., Ltd.

Altek Trading
(Shanghai) Limited

Altek Optical
Technology (Cayman)
Co., Ltd.
Name of subsidiaries
Altek Autotronics
Corporation

Altek Lab. Inc.

Leading Tech. Co., Ltd.

Toptek Investment
Cayman Co., Ltd.
Altek Imaging
Technology (Cayman)
Co., Ltd.
RICH-ALTEK U.S.A.,
INC.

Altek Optical (Cayman)
Co., Ltd.

Altek Trading (Cayman)
Co., Ltd.
Altek Semiconductor
(Cayman) Co., Ltd.
Altek Optical Technology
(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 Semiconductor
Corporation

Beijing Altek Image
Communication
Technology Co., Ltd.

Altek Optical Technology
(Kunshan) Co., Ltd.
Main operating activities
Research design,
manufacture and sales of
car electronic components
Design and sales of
engineering and optical
components
Investment and general
business operations
"
"
Delivery and storage
Investments and general
business operations
"
"
"
Manufacture and sales of
digital still camera and its
accessories
SMT processing and related
engineering services
Manufacture and sales of
optical components
Design, manufacture and
sales of digital camera parts
Wholesale, import and
export of digital cameras,
digital video camera and
their associated accessories
Research design and sales
of ASIC
Sales of digital camera,
handheld device and their
related accessories
Manufacture and sales of
digital camera and its
accessories and optical
components
2012
2011
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
Note
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
Note

Note: Became a new subsidiary during the fourth quarter of 2011.

10

C. Unconsolidated subsidiaries: None.

  • D. Different accounting periods adopted by subsidiaries: None.

  • E. Special operating risks in foreign subsidiaries: None.

  • F. Significant restriction of funds for the subsidiaries‟ financial activities to the Company: None.

  • G. Contents of subsidiaries‟ securities issued by the parent company: None.

  • H. Information on convertible bonds and new common stock issued by subsidiaries:

No subsidiaries issued convertible bonds during the period. Altek Optical Technology (Cayman) Co., Ltd. and Altek Optical Technology (Kunshan) Co., Ltd. raised additional cash capital of US$9,000 thousand (9,000,000 shares) and US$9,000 thousand respectively by issuing new common stock in 2012. Altek Imaging Technology (Cayman) Co., Ltd., Altek Precision (Kunshan) Co., Ltd., Altek Optical Technology (Cayman) Co., Ltd. and Altek Optical Technology (Kunshan) Co., Ltd. raised additional cash capital of US$5,800 thousand (5,800,000 shares), US$5,800 thousand, US$3,000 thousand (3,000,000 shares) and US$3,000 thousand, respectively, by issuing new common stock in 2011.

(2) TRANSLATION OF FINANCIAL STATEMENTS OF SUBSIDIARIES

Assets and liabilities of foreign subsidiaries are translated into New Taiwan dollars using the exchange rates at the balance sheet date. Equity accounts are translated at historical rates except for beginning retained earnings, which are carried forward from prior year‟s balance. Dividends are translated at the rates prevailing at the date of declaration. Profit and loss accounts are translated at weighted-average rates of the year. The resulting translation differences are included in “cumulative translation adjustments” under stockholders‟ equity.

(3) FOREIGN CURRENCY TRANSACTIONS

  • A. Transactions denominated in foreign currencies are translated into functional currencies at the spot exchange rates prevailing at the transaction dates. Exchange gains or losses due to the difference between the exchange rate on the transaction date and the exchange rate on the date of actual receipt and payment are recognized in current year‟s profit or loss.

  • B. Receivables, other monetary assets and liabilities denominated in foreign currencies are translated at the spot exchange rates prevailing at the balance sheet date. Exchange gains or losses are recognized in profit or loss.

  • C. When a gain or loss on a non-monetary item is recognized directly in equity, any exchange component of that gain or loss shall be recognized directly in equity. Conversely, when a gain or loss on a non-monetary item is recognized in profit or loss, any exchange component of that gain or loss shall be recognized in profit or loss. However, non-monetary items that are measured on a historical cost basis are translated using the exchange rate at the date of the transaction.

11

(4) 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 realized or consumed, or are intended to be sold within the normal operating cycle;

  • b) Assets held mainly for trading purposes;

  • c) Assets that are expected to be realized 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 arising from operating activities 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.

(5) CASH EQUIVALENTS

  • A. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amount of cash and which are subject to insignificant risk of changes in value resulting from fluctuations in interest rates.

  • B. The Group‟s statement of cash flows is prepared on the basis of cash and cash equivalents.

(6) FINANCIAL ASSETS AND FINANCIAL LIABILITIES AT FAIR VALUE THROUGH PROFIT OR LOSS

  • A. Financial assets and financial liabilities at fair value through profit or loss are recognized and derecognized using settlement date accounting and are recognized initially at fair value.

  • B. These financial instruments are subsequently remeasured and stated at fair value, and the gain or loss is recognized in profit or loss. The fair value of open-end and balanced mutual funds is based on the net asset value at the balance sheet date.

12

(7) FINANCIAL ASSETS CARRIED AT COST

  • A. Investment in unquoted equity instruments is recognized or derecognized using trade date and is stated initially at its fair value plus transaction costs that are directly attributable to the acquisition of the financial asset.

  • B. If there is any objective evidence that the financial asset is impaired, the impairment loss is recognized in profit or loss. Such impairment loss shall not be reversed when the fair value of the asset subsequently increases.

(8) NOTES RECEIVABLE / ACCOUNTS RECEIVABLE / OTHER RECEIVABLES

Notes and accounts receivable are claims resulting from the sale of goods or services. Receivables arising from transactions other than the sale of goods or services are classified as other receivables. Notes, accounts and other receivables are recognized initially at fair value and subsequently measured at amortized cost using the effective interest method, less provision for impairment.

The Group assesses at each balance sheet date whether there is any objective evidence that a financial asset or a group of financial assets is impaired. If such evidence exists, a provision for impairment of financial asset is recognized. The amount of impairment loss is determined based on the difference between the asset‟s carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate. When the fair value of the asset subsequently increases and the increase can be objectively related to an event occurring after the impairment loss was recognized in profit or loss, the impairment loss shall be reversed to the extent of the loss previously recognized in profit or loss. Such recovery of impairment loss shall not result to the asset‟s carrying amount greater than its amortized cost where no impairment loss was recognized. Subsequent recoveries of amounts previously written off are recognized in profit or loss.

(9) INVENTORIES

The perpetual inventory system is adopted for inventory recognition. Inventories are stated at cost. The cost is determined using the weighted-average method. At the end of period, inventories are evaluated at the lower of aggregate cost or net realizable value, and the individual item approach is used in the comparison of cost and net realizable value. The calculation of net realizable value should be based on the estimated selling price in the normal course of business, net of estimated cost of completion and estimated selling expenses.

(10) LONG-TERM EQUITY INVESTMENTS ACCOUNTED FOR UNDER THE EQUITY METHOD

  • A. Long-term equity investments in which the Group holds more than 20% of the investee company‟s voting shares or has the ability to exercise significant influence on the investee‟s operational decisions are accounted for under the equity method. The excess of the initial investment cost over the acquired net asset value of the investee attributable to goodwill is no longer amortized, effective January 1, 2006. Retrospective adjustment of the amount of goodwill amortized in previous year(s) is not required.

13

  • B.Exchange differences arising from translation of the financial statements of overseas investee companies accounted for under the equity method are recorded as “cumulative translation adjustments” under stockholders‟ equity.

(11) PROPERTY AND EQUIPMENT

  • A. Property and equipment are stated at cost.

  • B. Depreciation is provided using the straight-line method over the assets' economic service lives. The estimated economic service lives of property, plant and equipment are 2~39 years.

  • C. Significant renewals and improvements are capitalized and depreciated accordingly. Maintenance and repairs are expensed as incurred.

  • D. When an asset is disposed or sold, its original cost and accumulated depreciation are written-off, and the related gain or loss on disposal of property and equipment is recorded as non-operating income or loss.

(12) INTANGIBLE AND DEFERRED CHARGES

Intangible and deferred charges consist of software costs and cost for land-use rights. The cost of software is amortized over 2-3 years using the straight-line method. The cost of land-use rights is amortized over 50 years (the lease period) using the straight-line method.

(13) IMPAIRMENT OF NON-FINANCIAL ASSETS

The Group recognizes impairment loss when there is indication that the recoverable amount of an asset is less than its carrying amount. The recoverable amount is the higher of the fair value less costs to sell and value in use. The fair value less costs to sell is the amount obtainable from the sale of the asset in an arm‟s length transaction after deducting any direct incremental disposal costs. The value in use is the present value of estimated future cash flows to be derived from continuing use of the asset and from its disposal at the end of its useful life. When the impairment no longer exists, the impairment loss recognized in prior years shall be recovered.

The recoverable amount of goodwill, intangible assets with indefinite useful lives and intangible assets which have not yet been available for use shall be evaluated periodically. Impairment loss will be recognized whenever there is indication that the recoverable amount of these assets is less than their respective carrying amount. Impairment loss of goodwill recognized in prior years is not recoverable in the following years.

(14) RESERVE FOR PRODUCT WARRANTY

Reserve for product warranty is provided based on the sales and an analysis of past warranty, etc.

14

(15) PENSION PLAN

Under the defined benefit pension plan, net periodic pension cost, which includes service cost, interest cost, expected return on plan assets, and amortization of unrecognized net transition obligation and gains or losses on plan assets, is recognized based on the actuarial valuation report. Unrecognized net transition obligation is amortized on a straight-line basis over 15 years.

Under the defined contribution pension plan, net periodic pension cost is recognized as incurred.

(16) TREASURY STOCK

  • A. When common stock is reacquired, a temporary account entitled Treasury Stock is debited for the cost of the shares. The Treasury Stock account is treated as contra-stockholders‟ equity account representing a temporary reduction in stockholders‟ equity.

  • B. Treasury stocks transferred to employees on or after January 1, 2009 are accounted for in accordance with R.O.C. SFAS No. 39, “Accounting for Share-Based Payment”.

  • C. When a company‟s treasury stock is retired, the treasury stock account should be credited, and the capital reserve- premium on stock account and capital stock account should be debited proportionately according to the share ratio. An excess of the carrying value of treasury stock over the sum of its par value and premium on stock should first be offset against capital reserve from the same class of treasury stock transactions, and the remainder, if any, debited to retained earnings. An excess of the sum of the par value and premium on stock of treasury stock over its carrying value should be credited to capital reserve from the same class of treasury stock transactions.

D. Treasury stock cost is determined using the weighted-average cost method.

(17) INCOME TAX

  • A. Provision for income tax includes deferred income tax resulting from temporary differences, investment tax credits and loss carryforward. Valuation allowance on deferred tax assets is provided to the extent that it is more likely than not that the tax benefit will not be realized. Over or under provision of prior years‟ income tax liabilities is included in current year‟s income tax.

  • B. Investment tax credits arising from expenditures incurred on acquisitions of equipment or technology, research and development, employees‟ training, and equity investments are recognized in the year the related expenditures are incurred.

  • C. 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.

15

  • D. When a change in the tax laws is enacted, the deferred tax liability or asset should be recomputed accordingly in the period of change. The difference between the new amount and the original amount, that is, the effect of changes in the deferred tax liability or asset, should be recognized as an adjustment to income tax expense (benefit) for income from continuing operations currently.

(18) SHARE-BASED PAYMENT – EMPLOYEE COMPENSATION PLAN

For the grant date of the share-based payment agreements set on or after January 1, 2008, the Company shall measure the services received during the vesting period by reference to the fair value of the equity instruments granted and account for those amounts as payroll expenses during that period.

(19) EMPLOYEES‟ BONUSES AND DIRECTORS‟ AND SUPERVISORS‟ REMUNERATION

Effective January 1, 2008, pursuant to EITF 96-052 of the Accounting Research and Development Foundation, R.O.C., dated March 16, 2007, “Accounting for Employees‟ Bonuses and Directors‟ and Supervisors‟ Remuneration”, the costs of employees‟ bonuses and directors‟ and supervisors‟ remuneration are accounted for as expenses and liabilities, provided that such recognition is required under legal or constructive obligation and the amounts can be estimated reasonably. However, if the accrued amounts for employees‟ bonuses and directors‟ and supervisors‟ remuneration are significantly different from the actual distributed amounts resolved by the stockholders at their annual stockholders‟ meeting subsequently, the differences shall be recognized as gain or loss in the following year. In addition, according to EITF 97-127 of the Accounting Research and Development Foundation, R.O.C., dated March 31, 2008, “Criteria for Listed Companies in Calculating the Number of Shares of Employees‟ Stock Bonus”, the Company calculates the number of shares of employees‟ stock bonus based on the closing price of the Company's common stock at the previous day of the stockholders‟ meeting held in the year following the financial reporting year, after taking into account the effects of ex-rights and ex-dividends.

(20) REVENUES,COSTS AND EXPENSES

Revenues are recognized when the earning process is substantially completed and are realized or realizable. Costs and expenses are recognized as incurred.

(21) USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those assumptions and estimates.

16

(22) SETTLEMENT DATE ACCOUNTING

If an entity recognizes financial assets using settlement date accounting, any change in the fair value of the asset to be received during the period between the trade date and the settlement date / balance sheet date is not recognized for assets carried at cost or amortized cost. For financial asset or financial liability classified as at fair value through profit or loss, the change in fair value is recognized in profit or loss. For available-for-sale financial asset, the change in fair value is recognized directly in equity.

(23) 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.

The Group discloses the segment information on the consolidated financial statements in accordance with R.O.C SFAS No. 41 “Operating Segments”.

3. CHANGES IN ACCOUNTING PRINCIPLES

(1) NOTES RECEIVABLE / ACCOUNTS RECEIVABLE / OTHER RECEIVABLES

Effective January 1, 2011, the Group adopted the amended R.O.C. SFAS No. 34, “Financial Instruments:Recognition and Measurement”. This change in accounting principle had no effect on the Group‟s consolidated net income and earnings per share for the six-month period ended June 30, 2011.

(2) OPERATING SEGMENTS

Effective January 1, 2011, the Group adopted R.O.C. SFAS No. 41, “Operating Segments” in place of R.O.C. SFAS No. 20, “Segment Reporting”. Segment information for prior years shall be restated when the Group applies this standard for the first time. This change in accounting principle had no effect on the Group‟s consolidated net income and earnings per share for the six-month period ended June 30, 2011.

17

4. DETAILS OF SIGNIFICANT ACCOUNTS

(1) CASH AND CASH EQUIVALENTS

CASH AND CASH EQUIVALENTS


Cash:
Petty cash

Savings accounts
Checking accounts
Time deposits

June 30,

2012

$ 1,151

988,141
162
4,922,551

$ 5,912,005

2011
$ 1,170
524,198
759
6,351,390
$ 6,877,517

(2) FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS

FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS PROFIT OR LOSS


Current items:
Financial assets held for trading

Adjustment of financial assets held for trading

June 30,

2012

$ 514,594

4,230

$ 518,824

2011
$ 591,575
3,067
$ 594,642

The Group recognized net gain on valuation of financial assets of $1,856 and $958 for the six-month periods ended June 30, 2012 and 2011, respectively.

(3) ACCOUNTS RECEIVABLE, NET

ACCOUNTS RECEIVABLE, NET


Accounts receivable

Less: Allowance for doubtful accounts
(
June 30,
2012
2011
$ 4,658,415
$ 3,987,323
652,675
) (
8,659
)
$ 4,005,740
$ 3,978,664

2012

$ 4,658,415

652,675
) (
$ 4,005,740

(4) INVENTORIES

NVENTORIES


Raw materials

Work in process
Finished goods

Total
June 30, 2012 Net Book Value

Cost
$ 1,306,856

418,567

619,875

$ 2,345,298

Allowance

( $ 78,129 )

(
50,372 )
(
58,431
)

($ 186,932
)
$ 1,228,727
368,195
561,444
$ 2,158,366

18



Raw materials

Work in process
Finished goods

Total
June 30, 2011 Net Book Value
$ 1,346,588
556,908

1,137,116
$ 3,040,612

Cost
$ 1,400,526
(
585,881
(
1,219,579
(
$ 3,205,986
(

Allowance

$ 53,938 )


28,973 )

82,463
)

$ 165,374
)

Cost and losses incurred related to inventories:

Cost and losses incurred related to inventories:


Cost of inventories sold

Loss for market price decline and obsolescence
of inventories
Others

For the six-month periods ended June 30,
2012
2011
$ 12,439,496
$ 11,773,829
25,784
25,519
53

604
$ 12,465,333
$ 11,799,952

2012

$ 12,439,496

25,784
53

$ 12,465,333

(5) FINANCIAL ASSETS CARRIED AT COST

FINANCIAL ASSETS CARRIED AT COST


Non-current items:
Unlisted stocks

Less: Accumulated impairment loss
(
June 30, 2011
$ 321,638

64,783
)
$ 256,855

2012

$ 300,860


64,783
) (
$ 236,077

The investments were measured at cost since their fair value cannot be measured reliably.

(6) LONG-TERM EQUITY INVESTMENTS ACCOUNTED FOR UNDER THE EQUITY METHOD

A. Details of long-term equity investments accounted for under the equity method are set forth below:

set forth below:

Investee company

JinJing Optical Technology Co., Ltd.
Phoenix Optical (Shanghai) Co., Ltd.
Less: Accumulated impairment loss

June 30, 2012

Percentage
of ownership

23.33%
40%

June 30, 2011
Percentage
of ownership

Amount


$ 52,700

354,873

407,573
(
23,587
)
$ 383,986

Amount


$ 58,745

304,227
362,972
(
23,587
)
$ 339,385

23.33%
40%

19

  • B. Investment gain or loss accounted for under the equity method for the six-month periods ended June 30, 2012 and 2011 were based on the investees‟ unaudited financial statements as set forth below:
For the six-month periods the six-month periods the six-month periods the six-month periods ended June 30, ended June 30,
2012 2011
JinJing Optical Technology Co., Ltd. ( $ 3,349 ) ( $ 5,820 )
Phoenix Optical (Shanghai) Co., Ltd. ( 7,697
)
620
( $ 11,046
) ($
5,200
)
PROPERTY AND EQUIPMENT
June 30, 2012
Accumulated
Cost Depreciation Net Book Value
Buildings
$ 3,004,392 ( $ 223,866 ) $ 2,780,526
Machinery and equipment 1,674,778 ( 1,035,007 ) 639,771
Test equipment 193,093 ( 106,948 ) 86,145
Transportation equipment 25,478 ( 17,181 ) 8,297
Furniture and fixtures 175,146 ( 104,834 ) 70,312
Leasehold improvements 47,264 ( 28,476 ) 18,788
Other equipment 250,531 ( 135,011 ) 115,520
Construction in progress and
prepayments for equipment
129,347 - 129,347
$ 5,500,029 ($ 1,651,323
) $ 3,848,706
June 30, 2011
Accumulated
Cost Depreciation Net Book Value
Buildings
$ 2,857,752 ( $ 137,806 ) $ 2,719,946
Machinery and equipment 1,287,566 ( 851,058 ) 436,508
Test equipment 153,277 ( 80,369 ) 72,908
Transportation equipment 20,571 ( 13,157 ) 7,414
Furniture and fixtures 139,571 ( 76,224 ) 63,347
Leasehold improvements 37,664 ( 14,917 ) 22,747
Other equipment 396,374 ( 226,697 ) 169,677
Construction in progress and
prepayments for equipment
100,492 - 100,492
$ 4,993,267 ($ 1,400,228
) $ 3,593,039

(7) PROPERTY AND EQUIPMENT

No interest expense was capitalized for the six-month periods ended June 30, 2012 and 2011.

20

(8) ASSETS LEASED TO OTHER

ASSETS LEASED TO OTHER


Buildings (including leased land)



Buildings (including leased land)
June 30, 2012 Net Book Value

Cost
$ 1,493,989


Allowance

($ 16,942
)

June 30, 2011
$ 1,477,047
Net Book Value

Cost
$ 1,493,989


Allowance

($ 5,648
)
$ 1,488,341

The Company acquired the Taipei building for operating use at the end of 2010. However, since this building is still under a certain unexpired lease agreement, the Company continuously leases the building to the lessee until the lease agreement is expired, and is currently recognized as “Assets leased to other”.

(9) OTHER PAYABLES

OTHER PAYABLES


Accrued dividends, employees‟ bonuses and
remuneration to directors and supervisors

Payables on equipment and construction
Others

June 30,

2012

$ 713,331

64,940
158,721

$ 936,992

2011
$ 967,687
452,389
99,356
$ 1,519,432

(10) PENSION PLAN

  • A.The Company has set up a defined benefit pension plan in accordance with the Labor Standards Law, which applies to all regular employees before the enforcement of the Labor Pension Act (the “Act”) on July 1, 2005 and the employees who elect to be covered under the pension scheme of the Labor Standards Law after the enforcement of the Act. Under the defined benefit plan, two units are accrued for each year of service for the first 15 years and one unit is accrued for each additional year of service thereafter, subject to a maximum of 45 units. Pensions paid upon retirement are based on the number of units accrued and the average monthly salaries and wages of the last current month 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 under the name of the independent retirement fund committee. The pension costs under defined benefit pension plan for the six-month periods ended June 30, 2012 and 2011 were $995 and $0, respectively. The fund balance with Bank of Taiwan was $45,961 and $45,554 as of June 30, 2012 and 2011, respectively.

  • B. In accordance with the Labor Pension Act (the “Act”), since July 1, 2005, the Company has in place a defined contribution pension plan, applicable to all employees who are Taiwan nationals. For employees who have chosen to join the Act pension scheme, the Company makes a monthly pension contribution of not less than 6% of salary to the employee‟s special personal accounts with the Bureau of Labor Insurance. Upon retirement, employees may choose to receive their employee personal retirement account and accumulated earnings, in one lump-sum payment or in monthly payments. As of June 30, 2012 and 2011, the Company had

21

recognized pension costs of $19,020 and $18,116, respectively, under the above pension scheme.

  • C. The subsidiaries provided defined contribution for its employees. Pursuant to local regulations, participants and the subsidiaries each make contributions based on a certain percentage based of the salaries and wages to the pension funds. The subsidiaries have recognized pension costs of $40,596 and $34,291 for the six-month periods ended June 30, 2012 and 2011, respectively.

(11) COMMON STOCK

  • A. As of June 30, 2012, the Company‟s authorized capital was $5,000,000 shares at $10 (in NT dollars) par value per share. As of June 30, 2012, the total issued and outstanding capital was $3,961,013.

  • B. The stockholders at their meeting on June 15, 2011 adopted a resolution to capitalize retained earnings of $37,465 and employees‟ bonus of $94,679 by issuing 6,237,361 shares of new common stocks (including 2,490,900 shares for employees‟ stock bonus). In accordance with the resolution adopted by the Board of Directors on August 31, 2011, the Company set November 6, 2011 as the base date for this capital increase. The registration of this capital increase had been completed.

  • C. As of June 30, 2012, the Company‟s employees had exercised 7,642 units of employee stock options in accordance with the Option Plan, representing 7,642,000 shares of common stock. The exercise price was $10~$29.5 (in NT dollars) per share. The registration of this capital increase had been completed.

(12) SHARE-BASED PAYMENT-EMPLOYEE COMPENSATION PLAN

  • A. As of June 30, 2012, the Company‟s share-based payment transactions are set forth below:

Quantity granted Actual resignation Type of (in thousand Contract Vesting rate in the current Estimated future arrangement Grant date shares) period conditions period resignation rate Employee stock June 13, 2008 18,000 8.8years~ Note - 10 20% options October 31, 2008 9.6years March 23, 2009 October 28, 2011 and March 21, 2012 Treasury stock March 15,2011 and 2,264 - Vest - - transferred to September 9, 2011 immediately employees

Note: 2 years‟ service vest 40%, 3 years‟ service vest 70%, 4 years‟ service vest 100%.

22

B. Details of the employee stock options are set forth below:





Outstanding at the
beginning of the period
Options granted
Distribution of stock dividends
or adjustments for number of
options
Options waived
Options exercised
(
Options forfieted

Outstanding at the end
of the period

Exercisable options at
the end of the period

Approved and not yet
issued options at the end of
the period
For the six-month period
ended June 30, 2012


In thousands of
shares
Weighted average
exercise price
(in NT dollars)


13,788
$ 25.8
3,000
27.85
-
-
-
- (

580 )
23.7 (
-

-
16,208
26.3

9,062

-
For the six-month period
ended June 30, 2011
In thousands of
shares
Weighted average
exercise price
(in NT dollars)
11,530
$ 27.5

-
-
-
-

150 )
-

64 )
24.1
-
-
11,316
27.5
6,636
-

In thousands of
shares



13,788

3,000
-
-

580 )
-

16,208
9,062
-

In thousands of
shares



11,530


-
-

150 )

64 )
-
11,316
6,636
-
  • C.The weighted-average stock price of stock options at exercise date of the six-month period ended June 30, 2012 was $ 24.16 (in dollars).

  • D. The exercise price and weighted-average remaining vesting period of the employee stock options outstanding as of June 30, 2012 and 2011 are set forth below:

Employee stock option June 30, 2012 June 30, 2012 June 30, 2011 June 30, 2011

Weighted-average
remaining vesting
period
6.61 years

Weighted-average
remaining vesting
period
6.51 years
  • E. For the stock options granted of the six-month period ended June 30, 2012 with the compensation cost accounted for using the fair value method, their fair value on the grant date is estimated using the Black-Scholes option-pricing model. The parameters used in the estimation of the fair value are as follows:

Exercise price Expected Expected Expected Risk-free Fair value Type of Stock price (in NT dollars) price vesting dividend interest per unit arrangement Grant date (in NT dollars) (Note) volatility period yield rate rate (in NT dollars) Employee March 21, 2012 $ 27.85 $ 27.85 33.54% 4.9 years 1.4% 1.08% $ 7.35 stock options

  • Note: The exercise price of stock options was adjusted based on the cash dividends and stock dividends per share distributed.

23

F. Liabilities arising from share-based payment transactions are shown below:




Equity - settled

Cash - settled

For the six-month periods
ended June 30,
2012
2011
$ 11,096
$ 29,410
-

-
$ 11,096
$ 29,410

2012

$ 11,096

-

$ 11,096

(13) TREASURY STOCK

A.

.

Reason of reacquiring

Transfer to employees

Reason of reacquiring

Transfer to employees
For the six-month period ended June 30, 2012 (in thousands of shares)

Beginning shares
Additions
Disposals
Ending shares
19,086

-

-

19,086
For the six-month period ended June 30, 2011 (in thousands of shares)

Ending shares


19,086

Beginning shares

12,460

Additions

3,140
(

Disposals


1,334
)

Ending shares


14,266

As of June 30, 2012, the shares bought back as treasury stock amounted to $714,702.

  • B. Pursuant to the R.O.C. Securities and Exchange Law, the number of shares bought back as treasury stock 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 realized capital reserve.

  • C. Pursuant to the R.O.C. Securities and Exchange Law, treasury stock should not be pledged as collateral and is not entitled to dividends before it is reissued to the employees.

  • D. The transfer price of treasury stock to employees was initially set at $45.8 (in NT dollars), $28.51 (in NT dollars) and $41.61 (in NT dollars) in 2010, 2008 and 2007, respectively, and the transfer price was adjusted to $25.4 (in NT dollars) and $33.4 (in NT dollars) per share in accordance with the earnings distribution for the fiscal years of 2008 and 2007, respectively.

24

(14) CAPITAL RESERVE

  • A. Pursuant to the R.O.C. Company Law, capital reserve 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 reserve to be capitalized mentioned above should not exceed 10% of the paid-in capital each year. Capital reserve should not be used to cover accumulated deficit unless the legal reserve is insufficient.

  • B. Please see Note 4 (12) for details of capital reserve from employee stock options.

(15) 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 remaining amount shall be distributed in the following order:

  • (a) allocating 10% to 20% as employees‟ bonus;

  • (b) allocating 2% as directors‟ and supervisors‟ remuneration; and

  • (c) 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. 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.

  • C. In accordance with relevant laws or regulations of the Securities and Futures Bureau, the Company shall set aside special reserve at the same amount as the reduction in stockholders‟ equity, and is not entitled to dividends.

  • D. 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.

  • E. The appropriation of 2011 earnings had been resolved at the stockholders‟ meeting on June 13, 2012 and the appropriation of 2010 earnings had been resolved at the stockholders‟ meeting on June 15, 2011. Details are summarized below:

25

Legal reserve

Special reserve

Stock dividends
Cash dividends

2011 earnings
Amount
Dividends per share
(in NT dollars)
$ 19,184
-


488,347 )
-
-
-
564,809
Around $1.5

$ 95,646
2010 earnings
Amount
Dividends per share
(in NT dollars)
$ 132,767
-
488,347
-
37,465 Around $ 0.1
749,292
Around $ 2.0
$ 1,407,871


Amount
$ 19,184

488,347 )
-
564,809
$ 95,646


Amount
$ 132,767
488,347
37,465
749,292

$ 1,407,871

(



The appropriation of 2011 earnings was the same as that approved by the Board of Directors on March 21, 2012; the 2011 directors‟ and supervisors‟ remuneration and employees‟ cash bonus as appropriated during the stockholders‟ meeting on June 13, 2012 were $13,220 and $99,151, respectively. The 2010 directors‟ and supervisors‟ remuneration, employees‟ stock bonus and cash bonus as appropriated during the stockholders‟ meeting on June 15, 2011 were $14,131, $94,679 and $46,633, respectively.

  • F. The estimated amounts of employees‟ bonus were $23,329 and $83,582 and the estimated amounts of directors‟ and supervisors‟ remuneration were $3,111 and $8,358 for the six-month periods ended June 30, 2012 and 2011, respectively, and were recognized as operating costs or operating expenses for 2012 and 2011, respectively. While, if the estimated amounts are different from the amounts approved by the stockholders subsequently, the difference is recognized as gain or loss in the next year. Information on the appropriation of the Company‟s earnings as resolved by the Board of Directors and approved by the stockholders will be posted in the “Market Observation Post System” at the website of the Taiwan Stock Exchange.

(16) INCOME TAX

A. Income tax expense and payable are reconciled as follows:



Tax on pretax income at statutory tax rate

Permanent differences

Temporary differences
Estimated 10% corporate income tax on
unappropriated earnings
Increase in investment tax credit

Tax effect of valuation allowance

Adjustment of income tax expense in prior years

Income tax expense
Income tax payable in prior years
Adjustment of income tax expense in prior years

Net effect of deferred income tax assets
Prepaid income tax

Income tax payable
For the six-month periods ended June 30,
2012
2011
$ 61,855 $ 137,746
(
5,077 ) (
322 )
4,105 (
110,005 )
11,820
-
(
23,087 ) (
2,429 )
(
29,472 )
13,693

14,874
(
14,190
)
35,018
24,493
15,963
11,885
(
14,874 )
14,190
29,472 (
13,693 )
(
12,378
) (
4,860
)
$ 53,201
$ 32,015
For the six-month periods ended June 30,
2012
2011
$ 61,855 $ 137,746
(
5,077 ) (
322 )
4,105 (
110,005 )
11,820
-
(
23,087 ) (
2,429 )
(
29,472 )
13,693

14,874
(
14,190
)
35,018
24,493
15,963
11,885
(
14,874 )
14,190
29,472 (
13,693 )
(
12,378
) (
4,860
)
$ 53,201
$ 32,015


(
(
(

(
(

2012

$ 61,855

5,077 ) (
4,105 (
11,820

23,087 ) (

29,472 )
14,874
(
35,018
15,963

14,874 )
29,472 (
12,378
) (
$ 53,201

26

  • B. As of June 30, 2012 and 2011, the balance of deferred income tax assets and liabilities were as follows:
iabilities were as follows:


Deferred income tax assets - current

Deferred income tax liabilities - current
Valuation allowance


Deferred income tax assets – non current
Deferred income tax liabilities – non current
(
Valuation allowance

(
(
June 30,
2011
$ 146,419
-
31,001
)
115,418
177,705

921,670 )
78,648
)
822,613
)
$ 707,195
)

2012

$ 321,897

-
-
(
321,897

46,333

868,166 ) (
-
(
821,833
) (
$ 499,936
) (
  • C. As of June 30, 2012 and 2011, the tax effects of temporary differences and investment tax credits resulting in deferred income tax assets and liabilities were as follows:
June 30
2012

Current items:
Temporary differences
Provision for product warranty
$ 46,803

Estimation of expenses and losses on obsolescence
of inventories, etc.
204,240
Investment tax credits
70,854
Valuation allowance

-
(

321,897

Non-current items:
Temporary differences
Investment gain under the equity method
(
865,535 ) (
Cumulative translation adjustments
(
2,631 )
Others
46,333
Investment tax credits
-
Valuation allowance

-
(
(
821,833
) (
($ 499,936
) (
June 30 ,
2011
$ 22,748
123,671
-
31,001
)
115,418

921,670 )
-
78,648
99,057
78,648
)
822,613
)
$ 707,195
)
  • D. As of June 30, 2012, the Company‟s income tax returns through 2009 have been assessed and approved by the Tax Authority.

  • E. The Company is eligible for investment tax credits under the Statute for Upgrading Industry. Details as of June 30, 2012 are as follows:

Qualifying item

Research and development
Total tax credits


$ 298,875
Unused
tax credits

$ 70,854
Final year tax
credits are due
2013

27

  • F. The Taiwan imputation tax system requires that any undistributed current earnings, on tax basis, of a company derived on or after January 1, 1998 be subject to an additional 10% corporate income tax if the earnings are not distributed in the following year. This 10% additional tax on undistributed earnings paid by the company may be used as tax credit by stockholders, including foreign stockholders, against the withholding tax on dividends. In addition, the domestic stockholders can claim a proportionate share in the company‟s corporate income tax credit against its individual income tax liability effective 1998. The Company‟s related information was as follows:
was as follows:


Imputation credit account (ICA)



Estimated creditable ratio for the appropriation of earnings


Unappropriated earnings

In and after 1998
June 30,
2012
2011
$ 264,114
$ 376,978
For the years ended December 31,

2012
2011
7.80%

6.96%
June 30,

2011
6.96%

2012

$ 3,385,631

2011
$ 3,580,972
  • G. Altek (Kunshan) Co., Ltd. and Toptek Electronics (Kunshan) Co., Ltd. pursuant to the tax laws in the People‟s Republic of China, will be levied corporate income taxes at a tax rate of 24% and 25% for the years 2011 and 2012, respectively.

(17) EARNINGS PER SHARE




Consolidated net income

Basic earnings per share:
Net income attributable to
common stockholders of
parent company

Effects of potential diluted
earnings per share:
Employee stock options
Employee bonus

Diluted earnings per share:
Net income attributable to
common stockholders of
parent company plus effect
of dilutive share equivalent
For the six-month period ended June 30, 2012
Weighted-average
outstanding
Amount
common shares
Earnings per share (in NT dollars)
Before tax
Before tax
(Note)
Before tax
After tax
$ 207,826
$ 172,808
$ 166,204
$ 172,808
376,743
$ 0.44
$ 0.46
-
-
171
-

-

1,228
$ 166,204
$ 172,808

378,142
$ 0.44
$ 0.46
For the six-month period ended June 30, 2012
Weighted-average
outstanding
Amount
common shares
Earnings per share (in NT dollars)
Before tax
Before tax
(Note)
Before tax
After tax
$ 207,826
$ 172,808
$ 166,204
$ 172,808
376,743
$ 0.44
$ 0.46
-
-
171
-

-

1,228
$ 166,204
$ 172,808

378,142
$ 0.44
$ 0.46
For the six-month period ended June 30, 2012
Weighted-average
outstanding
Amount
common shares
Earnings per share (in NT dollars)
Before tax
Before tax
(Note)
Before tax
After tax
$ 207,826
$ 172,808
$ 166,204
$ 172,808
376,743
$ 0.44
$ 0.46
-
-
171
-

-

1,228
$ 166,204
$ 172,808

378,142
$ 0.44
$ 0.46
For the six-month period ended June 30, 2012
Weighted-average
outstanding
Amount
common shares
Earnings per share (in NT dollars)
Before tax
Before tax
(Note)
Before tax
After tax
$ 207,826
$ 172,808
$ 166,204
$ 172,808
376,743
$ 0.44
$ 0.46
-
-
171
-

-

1,228
$ 166,204
$ 172,808

378,142
$ 0.44
$ 0.46

Amount
Before tax
Before tax
$ 207,826
$ 172,808
$ 166,204
$ 172,808
-
-
-

-
$ 166,204
$ 172,808

Weighted-average
outstanding
common shares

(Note)

376,743

171

1,228

378,142
Before tax

$ 207,826

$ 166,204

-
-

$ 166,204

Before tax

$ 0.44

$ 0.44

After tax
$ 0.46
$ 0.46


28




Consolidated net income

Basic earnings per share:
Net income attributable to
common stockholders of
parent company

Effects of potential diluted
earnings per share:
Employee stock options
Treasury stocks transferred to
employees
Employee bonus

Diluted earnings per share:
Net income attributable to
common stockholders of
parent company plus effect
of dilutive share equivalent
For the six-month period ended June 30, 2011
Weighted-average
outstanding
Amount
common shares
Earnings per share (in NT dollars)
Before tax
After tax
(Note)
Before tax
After tax
$ 488,839
$ 464,346
$ 466,855
$ 464,346
378,195
$ 1.23
$ 1.23
-
-
3,934
-
-
873

-

-

4,282
$ 466,855
$ 464,346

387,284
$ 1.21
$ 1.20
For the six-month period ended June 30, 2011
Weighted-average
outstanding
Amount
common shares
Earnings per share (in NT dollars)
Before tax
After tax
(Note)
Before tax
After tax
$ 488,839
$ 464,346
$ 466,855
$ 464,346
378,195
$ 1.23
$ 1.23
-
-
3,934
-
-
873

-

-

4,282
$ 466,855
$ 464,346

387,284
$ 1.21
$ 1.20
For the six-month period ended June 30, 2011
Weighted-average
outstanding
Amount
common shares
Earnings per share (in NT dollars)
Before tax
After tax
(Note)
Before tax
After tax
$ 488,839
$ 464,346
$ 466,855
$ 464,346
378,195
$ 1.23
$ 1.23
-
-
3,934
-
-
873

-

-

4,282
$ 466,855
$ 464,346

387,284
$ 1.21
$ 1.20
For the six-month period ended June 30, 2011
Weighted-average
outstanding
Amount
common shares
Earnings per share (in NT dollars)
Before tax
After tax
(Note)
Before tax
After tax
$ 488,839
$ 464,346
$ 466,855
$ 464,346
378,195
$ 1.23
$ 1.23
-
-
3,934
-
-
873

-

-

4,282
$ 466,855
$ 464,346

387,284
$ 1.21
$ 1.20

Amount
Before tax
After tax
$ 488,839
$ 464,346
$ 466,855
$ 464,346
-
-
-
-

-

-
$ 466,855
$ 464,346

Weighted-average
outstanding
common shares
(Note)

378,195

3,934
873

4,282

387,284
Before tax

$ 488,839

$ 466,855

-
-

-

$ 466,855

Before tax

$ 1.23

$ 1.21

After tax
$ 1.23
$ 1.20


Note: In thousands of shares.

(18) PERSONNEL EXPENSES, DEPRECIATION AND AMORTIZATION

The personnel expenses, depreciation and amortization for the six-month periods ended June 30, 2012 and 2011 are as follows:

For the six-month periods ended June 30 For the six-month periods ended June 30 For the six-month periods ended June 30 For the six-month periods ended June 30
2012 2011
Cost of sales Operating
expenses
Total Cost of sales Operating
expenses
Total
Personnel expenses $ 569,390 $ 579,060 $1,148,450 $ 541,601 $ 549,912 $1,091,513
Salary 477,007 514,447 991,454 469,898 491,867 961,765
Insurance 16,201 34,252 50,453 14,879 30,522 45,401
Pension 39,308 21,303 60,611 33,912 18,495 52,407
Others 36,874 9,058 45,932 22,912 9,028 31,940
Depreciation 104,962 25,195 130,157 144,095 23,180 167,275
Amortization 1,357 5,995 7,352 897 7,523 8,420

5. RELATED PARTY TRANSACTIONS

(1) Names of the related parties and their relationship with the Company

Names of related parties Relationship with the Company JinJing Optical Technology Co., Ltd. An investee company accounted for under the equity method by the Company‟s subsidiary Gianta Co., Ltd. A corporate director of Gianta Co., Ltd. Pac-link Opportunity Fund Co., Ltd. A corporate supervisor of Pac-link Opportunity Fund Co., Ltd. Phoenix Optical (Shanghai) Co., Ltd. An investee company accounted for under the equity method by the Company‟s subsidiary

29

(2) Significant related party transactions and balances

A. Purchases

For the six-month periods ended June 30, 2012 and 2011, the net purchases from the related parties were $12,097 and $91,016, respectively, which were less than 10% of the total amount of net purchases.

Purchase prices and payment terms from related parties are comparable with those from other suppliers. The payment term was approximately net 30~120 days.

B. Accounts payable

As of June 30, 2012 and 2011, the total accounts payable from related parties were $613 and $27,346, respectively, which were less than 10% of the total amount of accounts payable.

6. ASSETS PLEDGED AS COLLATERAL

None.

7. COMMITMENTS AND CONTINGENT LIABILITIES

Kodak US has filed a civil lawsuit against the Company in the New York District Court on January 12, 2012 (herein referred to as the “Lawsuit”) due to a dispute in the calculation of royalty payment. The Lawsuit is not a patent infringement litigation. The Company is currently trying to negotiate with Kodak US to settle the Lawsuit out-of-court. The financial effect to the Company cannot be reasonably determined as of the report signing date of the report of independent accountants as the court proceeding is still under the initial process without any specific damage claim.

8. SIGNIFICANT CASUALTY LOSS

None.

9. SIGNIFICANT SUBSEQUENT EVENTS

None.

30

10. OTHERS

(1) FAIR VALUE OF FINANCIAL INSTRUMENTS



Non-derivative financial instruments
Assets
Financial assets with fair value equal
to book value

Financial assets at fair value through
profit or loss
Financial assets carried at cost
Liabilities
Financial liabilities with fair value
equal to book value
Derivative financial instruments
: None.
June 30, 2012

Fair value
Book value
Quotations
in an active
market
Estimated
using a
valuation
technique

$ 9,941,053 $ - $ 9,941,053
518,824
518,824
-
236,077
-
-
7,307,490
-
7,307,490
June 30, 2012

Fair value
Book value
Quotations
in an active
market
Estimated
using a
valuation
technique

$ 9,941,053 $ - $ 9,941,053
518,824
518,824
-
236,077
-
-
7,307,490
-
7,307,490
June 30, 2011
Fair value
Quotations
in an active
market
Estimated
using a
valuation
technique
$ - $ 10,887,774

594,642
-

-
-

-
8,344,459
30, 2011
Fair value
Quotations
in an active
market
Estimated
using a
valuation
technique
$ - $ 10,887,774

594,642
-

-
-

-
8,344,459


Book value



$ 9,941,053
518,824
236,077
7,307,490


Book value



$ 10,887,774

594,642

256,855

8,344,459
Quotations
in an active
market




$ -

518,824

-

-
Quotations
in an active
market




$ -

594,642

-

-

$ 10,887,774

-

-

8,344,459

The methods and assumptions used to estimate the fair values of the above financial instruments are summarized below:

For short-term instruments, the fair values were determined based on their carrying values because of the short maturities of the instruments. This method was applied to cash and cash equivalents, notes receivable, accounts receivable, short-term loans, notes payable and accounts payable.

(2) INFORMATION ON INTEREST RATE RISK POSITIONS

  • A. As of June 30, 2012 and 2011, the financial assets with fair value risk due to the change of interest amounted to $4,922,551 and $6,351,390, respectively. There were no financial liabilities with fair value risk; the financial assets with cash flow risk due to the change of interest amounted to $988,141 and $524,198, respectively. There were no financial liabilities with cash flow risk due to the change of interest as of June 30, 2012 and 2011.

  • B. For the six-month periods ended June 30, 2012 and 2011, the interest income on financial assets or financial liabilities that are not at fair value through profit or loss amounted to $64,656 and $77,624, respectively, and there were no interest expense.

(3) PROCEDURES OF FINANCIAL RISK CONTROL AND HEDGE

The Group‟s activities expose the Group to a variety of financial risks: market risk, credit risk, liquidity risk and cash flow interest rate risk. The Group‟s overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Group‟s financial performance. The Group uses derivative financial instruments to hedge certain risk exposures.

Risk management is carried out by a central treasury department (Group Treasury) in accordance with the policies approved by the Board of Directors. Group Treasury identifies, evaluates and hedges financial risks in close cooperation with the Group‟s

31

operating units. The Board provides written principles for overall risk management, as well as written policies covering specific areas, such as foreign exchange risk, interest rate risk, credit risk, use of derivative financial instruments and non-derivative financial instruments, and the investment of excess liquidity.

(4) INFORMATION OF MATERIAL FINANCIAL RISK

A. Market risk

(A) Foreign exchange risk

The Group adopts the forward contract to hedge the currency exchange risk. As the amounts and period of the Group‟s foreign currency exposure and forward contracts are similar, the Group estimates no material risk would arise.

The foreign exchange risk largely arises from the Group‟s business that are not denominated in the functional currency (the Company‟s and some subsidiaries‟ functional currency is NTD, some subsidiaries‟ functional currency is RMB). Financial assets and financial liabilities relevant to foreign exchange risk were as follows:

as follows:
Financial Assets
Monetary item
USD:NTD
USD:RMB
Long-term equity
investment accounted for
under the equity method
USD:NTD
Financial Liabiltiies
Monetary item
USD:NTD
USD:RMB
For the six-month periods ended June 30,
2012
Exchange
rate
1:29.88
1:6.3249
1:29.88
1:29.88
1:6.3249

2011
Foreign
currency
(in thousands)
USD 159,792
USD 108,069
USD 12,851
USD 7,440
USD 157,258
Foreign
currency
(in thousands)
USD 144,768
USD 105,217
USD 11,815
USD 7,658
USD 193,189
Exchange
rate
1:28.725
1:6.4716
1:28.725
1:28.725
1:6.4716

  • (B) Price risk

The Group is exposed to equity securities price risk because of investments held by the Group. The Group sets limits to control the transaction volume and stop-loss amount to reduce its market risk.

B. Credit risk

The Group has lower significant concentrations of credit risk. It has policies in place to ensure that wholesale sales of products are made to customers with an appropriate credit history. The maximum loss to the Group is the book value of accounts receivable.

32

  • C. Liquidity risk

The Group invests in financial assets which are traded in active market and can be readily converted into certain amount of cash approximate to their fair values. The liquidity risk exposure is low.

  • D. Interest risk: None.

33

11.ADDITIONAL DISCLOSURES REQUIRED BY THE SECURITIES AND FUTURES BUREAU

(1)RELATED INFORMATION OF SIGNIFICANT TRANSACTIONS

The related information of investee companies are as follows: Except for the major subsidiaries – Altek International Investment Co., Ltd. and Altek (Kunshan) Co., Ltd. which are based on the reviewed on major accounts of financial statements, others are based on the financial statements of the investee companies that were unaudited or unreviewd by independent auditors. Significant intercompany transactions between the Company and the consolidated subsidiaries are eliminated when preparing consolidated financial statements.

The details are as follows:

  • A. Loans granted to others: None.

  • B. Endorsements and guarantees for others: None.

  • C. Details of marketable securities as of June 30, 2012:

(Expressed in thousands of NT dollars, thousands of US dollars and thousands of RMB dollars)

Name of the company
Altek Corporation

















Altek International Investment Co.,
Ltd.














Type and name of marketable securities
Money Market Fund
Altek International Investment Co., Ltd. –
Common stock
Altek Japan Corporation – Common stock
Altek Investment Co., Ltd. – Common stock
Altek Autotronics Corporation – Common stock
Gianta Co., Ltd. – Common stock
Pac-line Opportunity Fund – Common stock
Yung Li Investments Inc. – Common stock
Hua-chuang Automobile Information Technical
Center Co., Ltd. – Common stock
Altek Lab Inc. – Common stock and
preferred stock
Leading Tech. Co., Ltd. – Common stock
Toptek Investment Cayman Co., Ltd. – Common
stock
Altek Imaging Technology (Cayman) Co., Ltd.
– Common stock
RICH-ALTEK U.S.A., INC. – Common stock
Altek Trading (Cayman) Co., Ltd. – Common
stock
JinJing Optical Technology Co., Ltd. – Common
stock
Altek Optical (Cayman) Co., Ltd. – Common
Stock
Relationship of the investee
with the Company
None
Subsidiary accounted for
under the equity method



Director

Supervisor
None

Subsidiary accounted for
under the equity method






General ledger account
Financial assets at fair
value through profit or
loss-current
Long-term equity
investments accounted for
under the equity method



Financial assets carried at
cost-non-current



Long-term equity
investments accounted for
under the equity method






June 30, 2012 June 30, 2012
Number of shares
15,639,851
94,333,839

1,000
5,000,000
5,000,000
317,865
15,488,000
30
10,000,000
11,311,875
(Note)

45,000,000

1,400,000

16,700,000

500,000

8,500,000

3,500,000

8,864,432
Book value
$ 224,174
10,442,657
6,874
23,103
99,048
10,311
102,693
23,954
93,450
US$ 1,656
US$ 125,739
US$ 28,344
US$ 12,354
( US$ 15,469 )
US$ 10,210
US$ 974
US$ 11,942
Ownership
Percentage
N/A
100%
100%
100%
100%
14.98%
7.06%
4.84%
2%
100%

100%

100%

100%

100%

100%

23.33%

100%
Market value
$ 225,023
10,442,657
6,874
23,103
99,048
10,311
102,693
23,954
93,450
US$ 1,656
US$ 125,739
US$ 28,344
US$ 12,354
( US$ 15,469 )
US$ 10,210
US$ 974
US$ 11,942

34

Name of the company
Altek International Investment Co.,
Ltd.



Leading Tech Co., Ltd.

Toptek Investment Cayman Co., Ltd.

Altek Imaging Technology (Cayman)
Co., Ltd.

Altek Imaging Technology (Cayman)
Co., Ltd.

Altek Trading (Cayman) Co., Ltd.

Altek Optical (Cayman) Co., Ltd.

Altek Semiconductor (Cayman) Co.,
Ltd.

Altek Optical Technology (Cayman)
Co., Ltd.

Altek (Kunshan) Co., Ltd.

Altek Trading (Shanghai) Co., Ltd.

Altek Investment Co., Ltd.

Altek Autotronics Corporation

Altek Semiconductor Corporation
Type and name of marketable securities
Altek Semiconductor (Cayman) Co., Ltd. –
Common stock
Altek Optical Technology (Cayman)
Co., Ltd. – Common stock
Altek (Kunshan) Co., Ltd.
Toptek Electronics (Kunshan) Co., Ltd.
Altek Imaging Technology (Shanghai) Limited
Altek Precision (Kunshan) Co., Ltd
Altek Trading (Shanghai) Co., Ltd.
Phoenix Optical (Shanghai) Co., Ltd.
Altek Semiconductor Corporation
Altek Optical Technology (Kunshan) Co., Ltd.
Guangdong Kingding Optical Machine Co., Ltd.
Beijing Altek Image Communication
Technology Co., Ltd.
Market Fund
Market Fund
Market Fund
Relationship of the investee
with the Company

Subsidiary accounted for
under the equity method








None

Subsidiary accounted for
under the equity method
None

General ledger account

Long-term equity
investments accounted for
under the equity method








Financial assets carried at
cost-non-current
Long-term equity
investments accounted for
under the equity method
Financial assets at fair
value through profit or
loss-current

June 30, 2012 June 30, 2012
Number of shares
6,147,226
12,000,000
N/A





N/A





20,000,000

N/A

N/A

N/A

1,478,740

5,822,547

8,321,580
Book value
US$ 6,766
US$ 11,424
US$ 125,739
US$ 26,153
US$ 1,661
US$ 10,693
US$ 10,210
US$ 11,877
US$ 6,766
US$ 11,424
US$ 190
( US$ 96 )
$ 23,077
$ 70,519
$ 200,206
Ownership
Percentage
100%

100%

100%

100%

100%

100%

100%

40%

100%

100%

N/A

100%

N/A




Market value
US$ 6,766
US$ 11,424
US$ 125,739
US$ 26,153
US$ 1,661
US$ 10,693
US$ 10,210
US$ 11,877
US$ 6,766
US$ 11,424
US$ 190
( US$ 96 )
$ 23,077
$ 70,519
$ 200,206

Note Including common stock of 9,311,875 shares and preferred stock of 2,000,000 shares.

D. Acquisition or sale of the same security with the accumulated cost exceeding $100 million or 20% of the Company‟s paid-in capital during the six-month period ended June 30, 2012:

Name of the
Company
Type and name of
marketable securities

General ledger
account
Name of the
counterparty
Relationship of
the investee with
the Company
Beginningbalance Beginningbalance Additio ns (Expressed
Disposals
(Expressed
Disposals
in thousands o f NT dollars and thousands of US dollars)
Endingbalance
Number of shares
Amount
Note
Number of
shares
Amount Number of shares Amount Number of
shares
Selling price Book Value Disposalgain
Altek
International
Investment
Co., Ltd.
Altek Optical
Technology
(Cayman)
Co., Ltd.
Altek Optical
Technology
(Cayman) Co., Ltd.
Altek Optical
Technology
(Kunshan) Co., Ltd.
Subsidiary
accounted for
under the equity
method
Note 1
Note 1

3,000,000
N/A
US$ 2,969
US$ 2,969
9,000,000
N/A
US$ 9,000
US$ 9,000
$ -
$ -
$ -
$ -
$ -
$ -

12,000,000
US$ 11,424
Note 2

N/A
US$ 11,424
Note 2

Note 1 : Proceeds from new issuance.

Note 2 : The ending balance amount includes cumulative translation adjustment and investment gain (loss) accounted for under the equity method.

E. Acquisition of real estate properties exceeding $100 million or 20% of the Company‟s paid -in capital during the six-month period ended June 30, 2012: None.

F. Disposal of real estate properties exceeding $100 million or 20% of the Company‟s paid-in capital during the six-month period ended June 30, 2012: None.

35

G. Purchases and sales transactions with related parties for the six-month period ended June 30, 2012 over $100 million or 20% of the Company‟s capital stock:

Company
Altek Corporation
Altek International
Investment Co.,
Ltd.
Altek International
Investment Co.,
Ltd.
Altek (Kunshan) Co.,
Ltd.
Counterparty
Altek International
Investment Co., Ltd.
Altek Corporation
Altek (Kunshan) Co., Ltd.
Altek International
Investment Co., Ltd.
Relationship with the counterparty
Affiliated enterprise
Parent company
Affiliated enterprise
Parent company
Tran sactions Term
Net 75 days


Difference in transaction t
compared with general tran
erms
sactions
Accounts (payable) receivable Accounts (payable) receivable
Purchases
(sales)
Amount
Purchases $ 11,145,531
Sales
(
11,145,531 )
Purchases
11,541,744
Sales
(
11,541,744 )
Percentages of
purchases (sales)
98%
92%
100%
100%

Unit price

Term

Amount
( $ 5,319,743 )
5,319,743
(
1,356,085 )
1,356,085

Percentage of
accounts (payable)
receivable

Approximately the same price
with third parties


Note



95%
100%

100%
98%

Note :The payment term with third parties was net 30~120 days, the collection term with third parties was net 30~90 days.

H. Receivables from related parties exceeding $100 million or 20% of the Company‟s paid-in capital stock as of June 30, 2012:

Companyas a creditor Name of the counterparty Relationship with the
counterparty
Balance of receivable
from relatedparty
Turnover rate Ove rdue receivable Subsequent collection
$ 3,528,088
Balance of allowance for
bad debts
Amount Action adopted for overdue
accounts
Altek International
Investment Co., Ltd.
Altek Corporation
Parent company $ 5,319,743 7.16 $ - N/A $ -

I. Derivative financial instrument transactions: None.

36

(2) INFORMATION OF INVESTEE COMPANIES:

Investor
Altek Corporation



Altek International
Investment Co.,
Ltd.









Leading Tech Co.,
Ltd.
Toptek Investment
Cayman Co., Ltd.
Investee Company
Altek International
Investment Co.,
Ltd.
Altek Japan
Corporation
Altek Investment Co.,
Ltd.
Altek Autotronics
Corporation
Altek Lab Inc.
Leading Tech Co.,
Ltd.
Toptek Investment
Cayman Co., Ltd.
Altek Imaging
Technology
(Cayman) Co., Ltd.
RICH-ALTEK
U.S.A., INC.
Altek Trading
(Cayman) Co., Ltd.
JinJing Optical
Technology Co.,
Ltd.
Altek Optical
(Cayman) Co., Ltd.
Altek Semiconductor
(Cayman) Co., Ltd.
Altek Optical
Technology
(Cayman) Co., Ltd.
Altek (Kunshan) Co.,
Ltd.
Toptek Electronics
(Kunshan) Co., Ltd.
Location
British Virgin
Islands
Japan
Republic of
China
Republic of
China
U.S.A.
Cayman Islands
Cayman Islands
Cayman Islands
U.S.A.
Cayman Islands
Samoa
Cayman Islands
Cayman Islands
Cayman Islands

Mainland China

Mainland China

Main business scope

Investment and general business
operations

Sale and design of digital
cameras and its optical
instruments
Investment
Research design, manufacture
and sales of car electronic
components
Design and sale of engineering
and optical components

Investment and general business
operations

Investment and general business
operations

Investment and general business
operations

Delivery and storage

Investment and general business
Operations

Investment and general business
operations

Investment and general business
operations

Investment and general business
operations

Investment and general business
operations

Manufacture and sale of digital
cameras and its accessories.

SMT processing and related
engineering services
Original amo unt

January 1,
2012

$ 3,086,363
2,869
50,000
50,000
US$ 3,680
US$ 45,000
US$ 9,083
US$ 16,700
US$ 500
US$ 8,500
US$ 3,500
US$ 8,864
US$ 6,147
US$ 3,000
US$ 45,000
US$ 8,983
Shares held by the Company Shares held by the Company (Expressed in



Book value
$ 10,442,657

6,874
23,103
99,048
US$ 1,656

US$ 125,739

US$ 28,344

US$ 12,354

(US$ 15,469 )
US$ 10,210

US$ 974

US$ 11,942

US$ 6,766

US$ 11,424

US$ 125,739

US$ 26,153
thousand of NT dollars a
Net income (loss)
of the investee
Company


$ 43,131

1,165
28
25,731
US$ 61

US$ 128

US$ 2,344

( US$ 1,163 )
( US$ 592 )
( US$ 80 )
( US$ 472 )
( US$ 259 )
US$ 18

( US$ 513 )
US$ 128

US$ 2,344
nd thousands of US dollars)
Investment income (loss)
recorded by the Company
Note
$ 44,810
Note 1
1,165
28
25,731
US$ 61
Note 2
Note 4
US$ 128
Note 4
US$ 2,344
Note 1
Note 4
( US$ 1,163 )
Note 4
( US$ 592 )
Note 4
( US$ 80 )
Note 4
( US$ 113 )
Note 4
( US$ 259 )
Note 4
US$ 18
Note 4
( US$ 513 )
Note 4
US$ 128
Note 4
US$ 2,344
Note 3
Note 4

June 30,
2012

$ 3,086,363
2,869
50,000
50,000
US$ 3,680

US$ 45,000

US$ 9,083

US$ 16,700

US$ 500

US$ 8,500

US$ 3,500

US$ 8,864

US$ 6,147

US$ 12,000

US$ 45,000

US$ 8,983

Shares

94,333,839
1,000
5,000,000
5,000,000
11,311,875
45,000,000
1,400,000
16,700,000
500,000
8,500,000
3,500,000
8,864,432
6,147,226
12,000,000
N/A

Percentage
100%
100%
100%
100%

100%
100%
100%

100%
100%
100%
23.33%
100%
100%

100%
100%
100%

37

Investor
Altek Imaging
Technology
(Cayman) Co., Ltd.

Altek Trading
(Cayman) Co. Ltd.
Altek Optical
(Cayman) Co., Ltd.
JinJing Optical
Technology Co.,
Ltd.
Altek Semiconductor
(Cayman) Co., Ltd.
Altek Trading
(Shanghai) Limited
Altek Optical
Technology
(Cayman) Co., Ltd.
Investee Company
Altek Imaging
Technology
(Shanghai) Limited
Altek Precision
(Kunshan) Co., Ltd.
Altek Trading
(Shanghai) Limited
Phoenix Optical
(Shanghai) Co., Ltd.
Kinko Optical
(Suzhou) Co., Ltd.
Altek Semiconductor
Corporation
Beijing Altek Image
Communication
Technology Co.,
Ltd.
Altek Optical
Technology
(Kunshan) Co., Ltd.
Location
Mainland China
Mainland China
Mainland China

Mainland China
Mainland China
Republic of
China
Mainland China
Mainland China

Main business scope

Manufacture and sale of digital
still cameras or related optical
components

Design, manufacture and sales of
digital camera parts

Wholesale, import and export of
digital cameras, digital video
cameras and their associated
accessories

Manufacturing and marketing of
digital cameras and its key
components photo sensor and
optoelectronic equipment

Manufacture and sale of optical
components

Research design and sales of
ASIC

Sales of digital camera, cell
phone and related accessories
and supporting products

Manufacturing and sales of
digital camera and its
accessories and optical
components
Original amo unt

January 1,
2012

US$ 2,900
US$ 13,800
US$ 8,500
US$ 8,864
US$ 15,000
US$ 6,147
US$ 1,025
US$ 3,000
Shares held by the Company Shares held by the Company


Book value
US$ 1,661

US$ 10,693

US$ 10,210

US$ 11,877

US$ 11,190

US$ 6,766

( US$ 96 )
US$ 11,424
Net income (loss)
of the investee
Company


US$ 8
( US$ 1,172 )
( US$ 80 )
( US$ 649)

( US$ 530 )
US$ 18
( US$ 39 )
( US$ 513 )
Investment income (loss)
recorded by the Company
Note
US$ 8
Note 4
( US$ 1,172 )
Note 4
( US$ 80 )
Note 4
( US$ 259)
Note 4
( US$ 530 )
Note 4
US$ 18
Note 4
( US$ 39 )
Note 4
( US$ 513 )
Note 4

June 30,
2012

US$ 2,900

US$ 13,800

US$ 8,500

US$ 8,864

US$ 15,000

US$ 6,147

US$ 1,025

US$ 12,000

Shares

N/A




20,000,000
N/A

Percentage
100%
100%
100%
40%
100%
100%
100%
100%

Note 1: The Company received the remittance of cash dividends of $3,895 (US$ 117 thousand). The difference is the adjustment of unrealized gain or loss from the upstream inter-company transactions between subsidiaries.

Note 2: Common stock of 9,311,875 shares and preferred stock of 2,000,000 shares. Note 3: The Company received the remittance of cash dividends of US$217 thousand. Note 4: In thousands of dollars.

38

(3) RELEVANT INFORMATION REGARDING INVESTMENT IN MAINLAND CHINA:

A. The related information of investments in Mainland China are as follows:

(Expressed in thousands of NT dollars and thousands of US dollars)

Name of investee
in Mainland China
Altek (Kunshan)
Co., Ltd.
(Note 1)
Toptek Electronics
(Kunshan) Co.,
Ltd. (Note 2)
Altek Imaging
Technology
(Shanghai)
Limited
Altek Trading
(Shanghai)
Limited
Kinko Optical
(Suzhou) Co.,
Ltd.
Phoenix Optical
(Shanghai) Co.,
Ltd.
Beijing Altek
Image
Communication
Technology Co.,
Ltd.
Altek Precision
(Kunshan) Co.,
Ltd.
Altek Optical
Technology
(Kunshan) Co.,
Ltd.

Main activities of
investee
Capital
$ 1,482,048

149,400
86,652
253,980
448,200
472,971
30,627
412,344
358,560
Method of
investment
Indirect
investment in
PRC through
existing
companies
located in the
third area.








Beginning
balance of
remittance in
2012
Amount of r
out in
emittance
2012
Remittance
in
$ -

-
-
-
-
-
-
-
-
Ending balance of
remittance from
Taiwan on June 30,
2012
$ 1,344,600
271,400
86,652
253,980
104,580
264,856
-
412,344
358,560
Shares held by
the Company
(direct and
indirect)
100%

100%
100%
100%

23.33%

40%

100%

100%

100%
Profit/loss
recognized during
theperiod
$ 3,797
69,539
237
(
2,373 )
( 3,668 )
( 7,697 )
(
1,157 )
(
34,769 )
(
15,219 )
Ending balance of
book value on June
30, 2012
$ 3,757,081


781,452

49,631

305,075

56,671

354,873
(
2,868 )

319,507

341,349
Ending balance of
profit remitted into
Taiwan
Remittance
out
$ -


-

-

-

-

-

-

-

268,920
Manufacture and
sale of digital still
cameras and its
accessories
SMT processing
and related
engineering services
Manufacture and
sale of optical
components
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
Sales of digital
camera, cell phone
and related
accessories and
supporting products
Design,
manufacture and
sales of digital
camera parts
Manufacture and
sales of digital
camera and its
accessories and
optical components
$ 1,344,600
271,400
86,652
253,980
104,580
264,856
-
412,344
89,640
$ -
3,895
-
-
-
-
-
-
-

Note 1: Including retained earnings capitalized of US$4,600.

Note 2: Including retained earnings capitalized of US$3,600.

39

Name of the company
Accumulated investment balance from Taiwan to China
Approved investment amount by Ministry of Economic Affairs R.O.C.
Ceiling amount of investment in Mainland China by Ministry of Economic Affairs R.O.C.
Altek Corporation $ 3,096,972 $ 4,271,466 Note

Note: According to “REGULATIONS GOVERNING THE APPROVAL OF INVESTMENT OR TECHNICAL COOPERATION IN MAINLAND CHINA” on August 29, 2008, Altek Corporation obtained the demonstration offered by the Industrial Development Bureau of Ministry of Economics Affairs issue to Headquarters, so there is no need to compute the ceiling amount of the Company .

40

  • B. Significant transactions with the direct and indirect investments in Mainland China (the amounts are the figures prior to eliminating the purchase and sales transactions between the Company and the investee companies in China through its subsidiaries (the middlemen) in other countries).

(a) Purchases:

  • (i) The Company‟s net purchases from Altek International Investment Co., Ltd. (“AII”), which indirectly invested in a Mainland China company.



Altek International
Investment Co.,
Ltd.
For the six-month periods ended June 30, For the six-month periods ended June 30,
2012


Percentage of
net purchases

98%

2011
Amount


$ 11,653,089
Amount


$ 11,126,098
Percentage of
net purchases

99%
  • (ii) AII‟s net purchases from Altek (Kunshan) Co., Ltd., which was AII‟s indirect investee in Mainland China.



Altek (Kunshan)
Co., Ltd.
For the six-month periods ended June 30, For the six-month periods ended June 30,
2012


Percentage of
net purchases

95%

2011
Amount


$ 11,523,569
Amount


$ 11,200,245
Percentage of
net purchases

95%
  • (b) Accounts payable:

  • (i) The Company‟s accounts payable to AII (Note)




Altek International
Investment Co.,
Ltd.
June 30, Percentage of
accounts payable

2012



Percentage of
accounts payable

95%
2011
Amount


$ 5,137,122
Amount


$ 4,273,203

95%
  • (ii) AII‟s accounts payable to Altek (Kunshan) Co., Ltd. (Note)



Altek (Kunshan)
Co., Ltd.
June 30, Percentage of
accounts payable
-

2012



Percentage of
accounts payable

99%
2011
Amount


$ 41,566
Amount


$ -

41

(c) Sales:

  • (i) The Company‟s net sales to the consolidated subsidiaries in third countries

For the six-month periods ended June 30, 2012 and 2011, the net sales to the consolidated subsidiaries in third countries were $556,095 and $604,621, respectively, which were less than 10% of the total amount of net sales.

  • (ii) The consolidated subsidiaries in third countries‟ net sales to investee in Mainland China

For the six-month periods ended June 30, 2012 and 2011, the consolidated subsidiaries in third countries‟ net sales to investee in Mainland China were $556,095 and $604,621, respectively, which were less than 10% of the total amount of net sales.

  • (d) Accounts receivable: (Note)

As of June 30, 2012 and 2011, the consolidated subsidiaries in third countries‟ accounts receivable from investee in Mainland China were $0 and $22,359, respectively, which were less than 10% of the total amount of accounts receivable.

Note: The balance was offset by accounts receivable or accounts payable.

42

(4) THE RELATIONSHIP AND SIGNIFICANT TRANSACTIONS BETWEEN THE COMPANY AND ITS SUBSIDIARIES

For the six-month period ended June 30, 2012:

Company Counterparty Relationship with the
Company (Note 1)
General transactions General transactions
General ledger account Amount Terms Percentage of revenue
or assets (Note 2)
Altek Corporation


Altek International
Investment Co., Ltd.




Altek (Kunshan) Co., Ltd.
Altek International
Investment Co., Ltd.

Altek Corporation

Altek (Kunshan) Co., Ltd.
Altek International
Investment Co., Ltd.
(1)
(1)
(2)
(2)

(3)
(3)
Purchases
Accounts Payable
Sales
Accounts Receivable
Purchases
Sales
$ 11,145,531
5,319,743
11,145,531
5,319,743
11,541,744
11,541,744
Net 75 days




83%
27%
83%
27%
86%
86%

For the six-month period ended June 30, 2011:

Company Counterparty Relationship with the
Company (Note 1)
General transactions General transactions
General ledger account Amount Terms Percentage of revenue
or assets (Note 2)
Altek Corporation


Altek International
Investment Co., Ltd.




Altek (Kunshan) Co., Ltd.
Altek International
Investment Co., Ltd.

Altek Corporation

Altek (Kunshan) Co., Ltd.
Altek International
Investment Co., Ltd.
(1)
(1)
(2)
(2)

(3)
(3)
Purchases
Accounts Payable
Sales
Accounts Receivable
Purchases
Sales
$ 10,614,583
4,351,795
10,614,583
4,351,795
11,208,530
11,208,530
Net 75 days




82%
21%
82%
21%
87%
87%

Note 1: The relationship with the transaction parties are as follows:

(1) The Company to the consolidated subsidiary.

(2) The consolidated subsidiary to the Company.

  • (3) The consolidated subsidiary to the consolidated subsidiary.

Note 2: Ratio of asset/liability accounts is divided by consolidated total assets, and ratio of profit/loss accounts is divided by consolidated sales revenue.

43

12. OPERATING SEGMENTS

(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 generally accepted accounting principles in the Republic of China.

13. DISCLOSURES RELATING TO THE ADOPTION OF IFRSs

Pursuant to the regulations of the former Financial Supervisory Commission, Executive Yuan, R.O.C., effective January 1, 2013, a public company whose stock is listed on the Taiwan Stock Exchange Corporation or traded in the GreTai Securities Market should prepare financial statements in accordance with the International Financial Reporting Standards (“IFRSs”), International Accounting Standards (“IASs”), and relevant interpretations and interpretative bulletins that are ratified by the Financial Supervisory Commission.

The Group discloses the following information in advance prior to the adoption of IFRSs under the requirements of Jin-Guan-Zheng-Shen-Zi Order No. 0990004943 of the Financial Supervisory Commission, dated February 2, 2010:

Major contents and status of execution of the Company‟s plan for IFRSs adoption:

  • A. The Company has formed an IFRSs group headed by the group leader, which is responsible for setting up a plan relative to the Company‟s transition to IFRSs. The major contents and status of execution of this plan are outlined below:
major contents and status of execution of thisplan are outlined below:
Working Items for IFRSs Adoption Status of
Execution
a. Formation of an IFRSs group Completed
b. Setting up a plan relative to the Company‟s transition to IFRSs Completed
c. Identification of the differences between current accounting policies
and IFRSs
Completed
d. Identification of consolidated entities under the IFRSs framework Completed
e. Evaluation of the impact of each exemption and option on the
Company under IFRS 1 – First-time Adoption of International
Financial Reporting Standards
Completed
f. Evaluation of needed information system adjustments Completed
g. Evaluation of needed internal control adjustments Completed

44

Working Items for IFRSs Adoption Status of
Execution
h. Establish IFRSs accounting policies Completed
i. Selection of exemptions and options available under IFRS 1 –
First-time Adoption of International Financial Reporting Standards
Completed
j. Preparation of statement of financial position on the date of
transition to IFRSs
Completed
k. Preparation of IFRSs comparative financial information for 2012 In process
l. Completion of relevant internal control (including financial reporting
process and relevant information system) adjustments
In process
  • B. Material differences that may arise between current accounting policies used in the preparation of financial statements and IFRSs and “Rules Governing the Preparation of Financial Statements by Securities Issuers” that will be used in the preparation of financial statements in the future:

The Group uses the IFRSs already ratified currently by the Financial Supervisory Commission and the “Rules Governing the Preparation of Financial Statements by Securities Issuers” that will be applied in 2013 as the basis for evaluation of material differences in accounting policies as mentioned above. However, the Group‟s current evaluation results may be different from the actual differences that may arise when new issuances of or amendments to IFRSs are subsequently ratified by the Financial Supervisory Commission or relevant interpretations or amendments to the “Rules Governing the Preparation of Financial Statements by Securities Issuers” come in the future.

Material differences identified by the Group that may arise between current accounting policies used in the preparation of financial statements and IFRSs and “Rules Governing the Preparation of Financial Statements by Securities Issuers” that will be used in the preparation of financial statements in the future. The Group has also elected to use certain exemption under rules in IFRS 1, “First-time Adoption of International Financial Reporting Standards”, please refer to Note 13(c). The effects are outlined below:

  1. Material differences of adjustments on assets and liabilities on January 1, 2012.
R.O.C. SFAS Adjustments IFRSs Explanation
Deferred income tax
assets-current
$ 235,716 ( $ 235,716 ) $ -
(i)
Deferred income tax
assets-non-current
47,125 325,742 372,867
(i)
Others 18,715,707
-
18,715,707
Total assets $ 18,998,548 $ 90,026 $ 19,088,574
Accrued pension
liabilities
$ 1,632 $ 14,718 $ 16,350
(ii)
Deferred income tax
liabilities-non-current
839,109 90,026 929,135
(i)
Others 7,336,408
-
7,336,408

45

R.O.C. SFAS Adjustments IFRSs Explanation
Total liabilities $ 8,177,149 $ 104,744 $ 8,281,893
Capital
reserve-long-term
investments
$ 13,187 ( $ 13,187 ) $ - (iii)
Retained earnings 5,069,098
142,456
5,211,554 ( v )
Cumulated translation
adjustments
143,987 (
143,987 )
- (iv)
Others 5,595,127
-
5,595,127
Total stockholders‟
equity
$ 10,821,399 ( $ 14,718 ) $ 10,806,681

Explanation for adjustments:

  • (i) In accordance with current accounting standards in the R.O.C., a deferred tax asset or liability should, according to the classification of its related asset or liability, be classified as current or noncurrent. However, a deferred tax asset or liability that is not related to an asset or liability for financial reporting should be classified as current or noncurrent according to the expected time period to realize or settle a deferred tax asset or liability. However, under IAS 1, “Presentation of Financial Statements”, an entity should not classify a deferred tax asset or liability as current. Accordingly, the Company should reclassify the account “deferred income tax assets” from current to non-current on transition date.

  • (ii) The discount rate used to calculate pensions shall be determined with reference to the factors specified in R.O.C. SFAS 18, paragraph 23. However, IAS 19, “Employee Benefits”, requires an entity to determine the rate used to discount employee benefits with reference to market yields on high quality corporate bonds that match the currency at the end day of the reporting period and duration of its pension plan; when there is no deep market in corporate bonds, an entity is required to use market yields on government bonds (at the end day of the reporting period) instead. Besides, in accordance with current accounting standards in the R.O.C., the unrecognized transitional net benefit obligation should be amortized on a straight-line basis over the average remaining service period of employees still in service and expected to receive benefits. However, in accordance with IAS 19, “Employee Benefits”, the unrecognized transitional net benefit obligation should be recognized as an expense immediately at the date of adoption. Due to the above differences and in order to eliminate the difference in employee benefits upon adoption of IFRS, the Company increased the accrued pension liabilities by $14,718 and simultaneously reduced retained earnings by $14,718 on transition date.

  • (iii) In accordance with current accounting standards in the R.O.C., if an investee company issues new shares and original shareholders do not purchase or acquire new shares proportionately, but the investor company does not lose its significant influence over the investee company, the investment percentage, and therefore the equity in net assets for the investment that an investor company has invested, will be changed. Such difference shall be used to adjust the „Additional paid-in capital‟ and the „Long-term equity investments‟ accounts. However, in accordance with IAS 28, “Investments in Associates”, increases in investment percentage is accounted for as an acquisition of investment; conversely, decreases in investment percentage is accounted for as a disposal of investment and any related disposal gain or loss is recognized.

46

Accordingly, the Company reduced the additional paid-in capital from investee under equity method by $13,187 and simultaneously increased the retained earnings by $13,187 on transition date.

  • (iv) The Group elected to use the exemption of the cumulative translation differences relating to the investment in a foreign operation. The subsequent changes in foreign exchange rate are treated in accordance with IAS 21, “Effects of Changes in Foreign Exchange Rates”. Therefore, the Group decreased the cumulative translation differences and increased retained earnings by $143,987, respectively.

  • (v) In accordance with Jin-Guan-Zheng-Fa-Zi Order No. 1010012865 of the FSC, dated April 6, 2012, the Group shall set aside special reserve by $142,456 for the net increases of retained earnings upon adoption of IFRS.

  • Material differences of adjustments on assets and liabilities on June 30, 2012.

R.O.C. SFAS Adjustments IFRSs Explanation
Deferred income tax
assets-current
$ 321,897 ( $ 321,897) $ - (i)
Deferred income tax
assets-non-current
46,333 321,897 368,230 (i)
Others 19,032,733 - 19,032,733
Total assets $ 19,400,963 $ - $ 19,400,963
Accrued pension
liabilities
$ 2,624 $ 14,718 $ 17,342 (ii)
Deferred income tax
liabilities-non-current
868,166 - 868,166
Others 8,207,068 - 8,207,068
Total liabilities $ 9,077,858 $ 14,718 $ 9,092,576
Capital
reserve-long-term
investments
$ 13,187 ( $ 13,187) $ - (iii)
Retained earnings 4,677,097 142,456 4,819,553 ( v )
Cumulated translation
adjustments
12,846 (
143,987)
(
131,141)
(iv)
Others 5,619,975 - 5,619,975
Total stockholders‟
equity
$ 10,323,105 ( $ 14,718) $ 10,308,387

Explanation for adjustments:

  • (i) In accordance with current accounting standards in the R.O.C., a deferred tax asset or liability should, according to the classification of its related asset or liability, be classified as current or noncurrent. However, a deferred tax asset or liability that is not related to an asset or liability for financial reporting should be classified as current or noncurrent according to the expected time period to realize or settle a deferred tax asset or liability. However, under IAS 1, “Presentation of Financial Statements”, an entity should not classify a deferred tax asset or liability as current. Accordingly, the Company should reclassify the account “deferred income tax assets” from current to non-current on transition date.

  • (ii) The discount rate used to calculate pensions shall be determined with reference to the factors specified in R.O.C. SFAS 18, paragraph 23. However, IAS 19, “Employee Benefits”, requires an entity to determine the rate used to discount

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employee benefits with reference to market yields on high quality corporate bonds that match the currency at the end day of the reporting period and duration of its pension plan; when there is no deep market in corporate bonds, an entity is required to use market yields on government bonds (at the end day of the reporting period) instead. Besides, in accordance with current accounting standards in the R.O.C., the unrecognized transitional net benefit obligation should be amortized on a straight-line basis over the average remaining service period of employees still in service and expected to receive benefits. However, in accordance with IAS 19, “Employee Benefits”, the unrecognized transitional net benefit obligation should be recognized as an expense immediately at the date of adoption. Due to the above differences and in order to eliminate the difference in employee benefits upon adoption of IFRS, the Company increased the accrued pension liabilities by $14,718 and simultaneously reduced retained earnings by $14,718 on transition date.

  • (iii) In accordance with current accounting standards in the R.O.C., if an investee company issues new shares and original shareholders do not purchase or acquire new shares proportionately, but the investor company does not lose its significant influence over the investee company, the investment percentage, and therefore the equity in net assets for the investment that an investor company has invested, will be changed. Such difference shall be used to adjust the „Additional paid-in capital‟ and the „Long-term equity investments‟ accounts. However, in accordance with IAS 28, “Investments in Associates”, increases in investment percentage is accounted for as an acquisition of investment; conversely, decreases in investment percentage is accounted for as a disposal of investment and any related disposal gain or loss is recognized. Accordingly, the Company reduced the additional paid-in capital from investee under equity method by $13,187 and simultaneously increased the retained earnings by $13,187 on transition date.

  • (iv) The Group elected to use the exemption of the cumulative translation differences relating to the investment in a foreign operation. The subsequent changes in foreign exchange rate are treated in accordance with IAS 21, “Effects of Changes in Foreign Exchange Rates”. Therefore, the Group decreased the cumulative translation differences and increased retained earnings by $143,987, respectively.

  • (v) In accordance with Jin-Guan-Zheng-Fa-Zi Order No. 1010012865 of the FSC, dated April 6, 2012, the Group shall set aside special reserve by $142,456 for the net increases of retained earnings upon adoption of IFRS.

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  1. Material differences of adjustments on profit and loss for the six-month period ended June 30, 2012.
ended June 30, 2012.
R.O.C. SFAS Adjustments IFRSs Explanation
Operatingrevenues $ 13,421,167 $ - $ 13,421,167
Operatingcosts (
12,465,333)
- (
12,465,333)
Grossprofit 955,834 - 955,834
Operatingexpenses (
841,695)
- (
841,695)
Operatingincome 114,139 - 114,139
Non-operating revenues
and income
104,806 - 104,806
Non-operating
expenses and loss
(
11,119)
- (
11,119)
Income before
income tax
207,826 - 207,826
Income tax expense (
35,018)
- (
35,018)
Consolidated net
income
$ 172,808 $ - $ 172,808

Explanation for adjustments: No significant differences.

  • C. The Group elected to use the following exemptions in accordance with IFRS 1 “First-time adoption of International Financial Reporting Standards” and “Rules Governing the Preparation of Financial Statements by Securities Issuers” effective in 2013.

  • Business Combinations

For business combinations before the date of transition to IFRSs (transition date), the Group elects not to apply IFRS 3 “Business Combinations” retrospectively.

  1. Share-based payment transactions

For the vested equity instruments of share-based payment transactions before the transition date, the Group elects not to apply IFRS 2 “Share-base Payment” retrospectively.

  1. Employee benefits

The Group elects to recognize all actuarial gains or losses up to the transition date into retained earnings.

  1. Cumulated translation differences

The Group elects to use the exemption of the cumulative translation differences relating to the investment in a foreign operation. The subsequent changes in foreign exchange rate are treated in accordance with IAS 21, “Effects of Changes in Foreign Exchange Rates”.

  1. Compound financial instruments

For compound financial instruments which were not outstanding at the transition date, the Group elects the exemptions and does not have to split into separate liability and equity components.

Some of the above differences may not have a material effect on the Group in transition to IFRSs due to the exemption rules in IFRS 1, “First-time Adoption of International Financial Reporting Standards”, adopted by the Group.

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