Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

ANDERSON Annual Report 2016

Jul 26, 2017

51851_rns_2017-07-26_5249993b-e01b-400d-a91a-783c260f76ac.pdf

Annual Report

Open in viewer

Opens in your device viewer

Table of Contents

ONE. Report to Shareholders .......................................................................................................... 1 ONE. Report to Shareholders .......................................................................................................... 1
TWO. Company Profile .................................................................................................................. 5
I. Date of Incorporation ................................................................................................... 5
II. Company history.......................................................................................................... 5
THREE. Corporate Governance Report ......................................................................................... 11
I. Company Organization .............................................................................................. 11
II. Profiles of the Directors, Supervisors, General Manager, Vice Presidents, Asst
Vice Presidents, and the heads of the departments and branches ................................. 13
III. The pursuit of corporate governance .......................................................................... 27
IV. Information on service charge for the CPAs ............................................................... 57
V. Information on replacement of external auditors ........................................................ 58
VI. The Chairman, General Manager, Vice President or managers in accounting
affairs have been employed by the CPA firm retained for auditing or certification
service or by its affiliates in the most recent year ....................................................... 58
VII. Transfer of shares or pledge of shares under lien by Directors, Supervisors,
managers, and shareholders holding more than 10% of the Company shares .............. 58
VIII. Shareholders among the top 10 by shareholding, and information of the relation
among these shareholders .......................................................................................... 60
IX. The holding of shares by a particular investee in enterprises directly or indirectly
controlled by the Company, the Directors, Supervisors, Managers of the Company,
and the holding in total .............................................................................................. 62
FOUR. Status of capital ................................................................................................................ 63
I. Capital and shares ...................................................................................................... 63
II. The issuance of corporate bonds ................................................................................ 73
III. The issuance of preferred shares ................................................................................ 73
IV. The issuance of overseas depository receipts .............................................................. 73
V. The issuance of ESO .................................................................................................. 73
VI. The issuance of RS for employees.............................................................................. 74
VII. Merger and Acquisition or acceptance of new shares from the assignment by other
companies .................................................................................................................. 74
VIII. Capital utilization ...................................................................................................... 74
FIVE. Operating Outlook .............................................................................................................. 75
I. Content of Business ................................................................................................... 75
II. Market, sale and production ....................................................................................... 88
III. Employees ............................................................................................................... 102
IV. Information of spending on environmental protection .............................................. 103
V. Labor-management relation ..................................................................................... 103
VI. Essential Contracts................................................................................................... 104
SIX. Financial Position ............................................................................................................... 106
I. Condensed balance sheet and comprehensive income statement covering the last 5
years ........................................................................................................................ 106
II. Financial analysis covering the last 5 years .............................................................. 118
III. Supervisors’ Review Report ..................................................................................... 127
IV. Financial statements covering the most recent period ............................................... 128
V. Audited consolidated financial statements of the parent and the subsidiaries
covering the last 5 years.……………………………….…………….……...……….188
VI. Insolvency in the Company and its subsidiaries in the most recent year to the
date this report was printed, and the effect on the financial position of the
Company: no………………………………………………………………………… 252
SEVEN. Review and analysis of financial position and performance and related risks ................ 253
I. Financial Position .................................................................................................... 253
II. Financial Performance ............................................................................................. 254
III. Cash Flow ................................................................................................................ 256
IV. Significant capital spending in the most recent year and its effect on financial
position and operation: no ........................................................................................ 256
V. Direct investment policy in the most recent year and main cause of profit or loss
from investments, the plan for corrective action, and investment plan for the year
ahead: ...................................................................................................................... 257
VI. Assessment and analysis of risks .............................................................................. 258
VII.
Other information: no .............................................................................................. 260
EIGHT. Special Notes ................................................................................................................. 261
I. Profiles of the Affiliates ........................................................................................... 261
II. Private placement of securities in the most recent year to the date this report was
printed. .................................................................................................................... 270
III. The holding or disposition of Company shares by subsidiaries in the most recent
year to the date this report was printed: no ............................................................... 270
IV. Supplementary disclosures: no ................................................................................. 270
NINE. Matters that affected shareholders’ equity or stock price at significant level ..................... 270

ONE. Report to Shareholders

I. 2016 Operation in review

In 2016, the Company had revenues of NTD3,697,479 thousand, an increase of NTD560,792 thousand from the same period of 2015 or at a growth rate of 18%. Gross profit in 2016 amounted to NTD1,234,498 thousand, an increase of NTD327,367 thousand from the same period of 2015 or at a growth rate of 36%.

The main cause of the increase in operating expenses was the holding of the newly acquired subsidiaries in the whole period, which resulted in an operating expense of NTD1,088,010 thousand, an increase of NTD113,936 thousand from the same period of 2015. For this reason, the operating income for 2016 amounted to NTD146,488 thousand or an increase of approximately NTD 213,431 thousand from the same period of 2015. Also, the exchange rate widely fluctuated in 2016, which resulted in the recognition of foreign exchange loss that trimmed off non-operating income. Earnings before taxation of the Company in 2016 amounted to NTD140,047 thousand, which indicated an increase from the level in the same period of 2015.

1. Business Results

Consolidated financial statements of the Company Unit: NTD1,000

Consolidated financial s tatements of theCom tatements of theCom pany Unit: NTD1,000 Unit: NTD1,000
2016 2015 Change
Amount Amount Amount
Net sales 3,697,479 100 3,136,687 100 560,792 18
Gross margin 1,234,498 33 907,131 29 327,367 36
Operating expenses 1,088,010 29 974,074 31 113,936 12
Operating income
(loss)
146,488 4 (66,943) (2) 213,431 319
Non-operating
income(loss)– net
(6,441) 0 23,805 1 (30,246) (127)
Earnings (loss)
before taxation
140,047 4 (43,138) (1) 183,185 425
Corporate earnings
(loss) in current
period
97,025 3 (42,090) (1) 139,115 331
Attributable to
shareholders of the
parent company
98,616 3 (41,201) (1) 139,817 339

-1-

2. Analysis of Financial Structure and Profitability

Unit: NTD 1,000
Item 2016 2015
Financial structure Net sales 146,488 (66,943)
Non-operating income
(loss)- net
(6,441) 23,805
Earnings before
taxation
140,047 (43,138)
Corporate earnings in
currentperiod
97,025 (42,090)
Profitability ROA% 2.55 (0.49)
ROE% 4.21 (1.95)
In
proportion
to paid-in
capital
Operating
income
8.14 (3.72)
Earnings
before
taxation
7.78 (2.40)
Netprofit rate% 2.62 (1.34)
Earnings per
share/NTD
0.56 (0.24)

3. R&D findings

R&D projects accomplished in 2016 are shown below:

  • (1). Development of shuttle light duty processing machine

  • (2). Development of PTP3012 drilling machine

  • (3). Development of G448 machine

  • (4). Development of SpectraPlus core winder

  • (5). Development of Multiple-layer aluminum cutter

  • (6). Development of KS4600 welting machine

  • (7). Development of HSK63FDC principal axis

  • (8). Development of HSK40EDC principal axis

  • (9). Development of HSK50EAC principal axis

  • (10). Development of the new version of SoCJetting main board

II. Production and sale policy and business objectives in 2017

1. Precision machinery

The enhancement of the precision for the five-axis linkage machinery in 2017 and the change in product design for getting closer to market needs allowed for the smooth launch of the technology onto application markets such as aeronautics, defense, yachting, composite materials, and wood works. A professional team will be assigned to this area in 2017 for further development of the five-axis product in depth and wider scope of application.

-2-

In the aspect of channeling, the augmentation of the furniture market in Mainland China is echoed with the ceaseless development of new industries, that contributed incrementally to the formation of a board market. The Company will assign a sales and service team to selected locations for quick response to market needs and is seeking regional distributors in good standing for development of the product lines in the next year. Likewise, the production of products that fit the market needs in the market of China will be relocated from Houlong to Zhongde. In the Australian market, product differentiation will be the gravity of work with the addition of new functions to existing product lines and making operation of the products more convenient, complete, and integral for the users. In addition, new products will be developed to satisfy market needs. In the USA, further effort will be made to reinforce and expandin the markets of word and composite materials with the setup of a service team and distributors. The specifications of products will also be adjusted to aim at stable quality in production, short delivery lead-time, and quick response in service.

In 2016, 627 units of CNC precision processing centers were sold. It is expected that 724 units of this item will be sold in 2017 or at the growth rate of 15%.

  1. Electronic Machine Plant (Sogotec)

The prime operation objective of the Company in 2017 is the development of a wider array of products and markets. Further to maintaining the market share of drilling/forming machines, the Company also plans to extend to the automation of conventional industries. In responding to the hot topic of industry 4.0, the Company will take automation of conventional industries as the driving force to provide a solution for customers in dealing with the problem of high cost and labor shortage.

The development of products featuring new applications of laser technology will include the continued promotion of UV soft panel laser drilling machines and also different applications of laser technology in automation. In addition, the Company also seeks to develop multiple-function laser cutters for horizontal development of a whole laser product line.

Another integral part of its production and sales policy is cross-industry alliance and ODM outsourcing, which will remain a vital task in 2017. Further to the manufacturing of high precision professional machinery platforms in other countries, the Company will seek to work with big international firms for OEM orders.

In 2016, 226 units of electronic machines were sold. It is expected that 310 units will be sold in 2017 or at the growth rate of 37%.

  1. Inkjet Printing Machine Plant

The Company will continue the success of the latest KonicaMinolta jet nozzle introduced last year to the product line with in-depth product differentiation and segmentation. The low cost high quality models for small scale operation will be advanced to high price-performance ratio models for intermediate production capacity. This will be the main product line in the two years ahead. Likewise, the models used in high-speed mass production of big enterprises will be matched with and linked to automation of production which pushes the performance of the high-speed mass production models to its entirety in production capacity.

-3-

For sales in Mainland China, the objective will be the engagement in a joint venture with the biggest marketing channels of China in wood working equipment, “Homag China Golden Field Limited” in 2017. In so doing, the application technology and equipment which has been deeply cultivated by the Company will be integrated with the business locations, channels and exhibition centers of Homag and target full-range cooperation for developing the big market of work furniture in China.

While developing the matching of high-speed models and automation equipment, the Company also will explore the specifications of the SinglePass application machinery for the wood industry in the future. The primary goal will be panel sealing digital inkjet printing, which is based on the success of the Hybrid model used by customers in glass inkjet printing for replication to other related customers. In addition, the shoe making industry in Taiwan will not be neglected (most of the firms are in Taiwan). The Hybrid model on inventory will be digested by appropriate industries.

In 2016, 30 units of inkjet printing machines were sold. It is expected that 88 units will be sold in 2017 or at the growth rate of 193%.

III. The effect of an external competitive environment, legal environment, and operation environment.

  1. 2017 will still be clouded by the uncertainties carried forward from 2016, which include Brexit, the new government in the USA and in Taiwan. These will increase the operation risk of the Company.

  2. The economic cycle changed very quickly and purchase orders tended to be big with very short delivery lead-time. This will be a challenge to the supply chain management capacity and production adjustment capacity of the firms. Accordingly, inventory management becomes more difficult.

  3. Due to the competitive nature and business practice for some products, it usually takes time to settle the accounts. In turn, the pressure of funds appropriation will be intensified.

IV. Development strategy in the future

  1. Improvement of existing models for quality upgrades.

  2. Development of human resources for international marketing and technical service teams for development of channels in the newly emerging markets.

  3. Searching for strategic partners to intensify the vertical and horizontal integration of products.

  4. Increase the proportion of self-manufactured key parts and components to reduce cost so as to upgrade the competitive power of products.

  5. Development of new markets for bringing in more revenue.

Chairman: Liao Wen-Chia

Person in charge: Chief Accounting Officer: Lin Chi-Chuan Huang Yi-Hsien

-4-

TWO. Company Profile

I. Date of Incorporation

July 21, 1972

II. Company history

Founded in July 1972, the Company was previously known as Anderson Industrial Corp. with engagement in the principal business of the design, manufacturing, processing, sales, and import and export of CNC machines, construction and decoration materials, and metal parts. The business objective of the Company is the development of high precision machinery for advanced technologies, and was conceived with the corporate philosophy of

“Technology-Based for Global Pursuit”. In September 2000, the Company was renamed “Anderson Group”.

Milestones:

  • 1976 Licensed as an agent of KANEFUSA products of Japan, and imported the first piece high quality woodworking tungsten saw blades.

  • 1977 Business locations were established in Taichung and Kaohsiung, kicked off marketing and services across the province.

  • 1978 Licensed as an agent of MANUNAKA products in Japan and launched into the market of woodworking machinery.

  • 1980 Organized a circular exhibition of imported woodworking machinery from Japan across the province and triggered a new mode of marketing in the industry.

  • Licensed by HOMAG of Germany, the number one brand of the world in woodworking machinery, as an agent for distribution of HOMAG edging machines, drilling machines, and two-end, and engaged in technology joint ventures.

  • 1985 Successful design of the computer-controlled NC ROUTERS and started to develop its own brands.

  • 1986 The NC ROUTERS won the Special Product Award of TAMI. 1987 CNC machinery carrying Anderson brands is exported to the market of EU and America.

  • 1988 The CNC ROUTERS won the Branding Award from TAITRA. 1989 ANDI CNC routers won the “National Excellent Product Award”. 1992 CNC ROUTERS and CNC MACHINE CENTER were launched CNC PROFILE GRINDING MACHINE won the “Taiwan Excellence Awards” of MOEA.

  • Corporate reorganization as a joint stock limited liability company.

-5-

  • 1993 Establishment of subsidiaries in Hong Kong, Germany, and the USA. Consolidation of (An De, Zhong De)through merger and integrated the operation with paid-in capital amounting to NTD 121,000 thousand.

  • 1994 Raised capital by offering new shares with paid-in capital increased to NTD 170,470 thousand.

  • 1995 Accredited with the ISO-9002 quality system by TUV of Germany. Successful development of the first PC-Based Controller woodworking CNC Router in Taiwan.

  • Raised capital by offering new shares with paid-in capital increased to NTD 187,260 thousand.

  • 1996 Established an Anderson Group company in Singapore. Raised capital by offering new shares with paid-in capital increased to NTD 266,500 thousand.

  • Successful development of the first CNC 5-axis woodworking machine in Taiwan under a subsidy of Industrial Development Bureau of MOEA on new product, and also won the Excellent Design Award of TWMA.

  • 1997 Accredited with the CE Directive of machinery safety from the EU. Capitalization of retained earnings and additional paid-in capital into new shares, with paid-in capital increased to NTD310,000 thousand.

  • Successful development of CNC drilling machines for PCB.

  • 1998 CNC 5-axis machine won the Silver Medal of the 6th National Product Image Award.

  • Accredited with the ISO-9001 quality system by TUV of Germany.

  • Successful development of a PCB tester.

  • Successful development of a light-weight and aerospace CNC 5-axis machine.

  • Raised capital, capitalization of retained earnings and additional paid-in capital into new shares with paid-in capital increased to NTD 475,000 thousand.

  • 1999 Successful launch of the project of the new premium item, the “P-BGA Inspection Machine”.

  • Successful development of Ultra High Speed PCB drilling inspection machines.

  • Capitalization of retained earnings and additional paid-in capital into new shares with paid-in capital increased to NTD 549,000 thousand.

  • 2000

  • Successful introduction of linear motor PCB drilling technology.

  • Raised capital by offering new shares in 1999, with paid-in capital increased to NTD 619,000 thousand.

  • Raised capital by offering new shares in with paid-in capital increased to NTD 719,000 thousand.

-6-

  • 2001 Introduction of ERP and PDM system to upgrade the utilization of corporate resources and R&D efficiency.

  • Capitalization of retained earnings and additional paid-in capital into new shares with paid-in capital increased to NTD 800,000 thousand.

2002

  • The R&D building of Houlong Plant opened to service.

  • Merger with Anderson Europe GmbH and Anderson Electronic Machinery in Germany.

  • Capitalization of additional paid-in capital into new shares with paid-in capital increased to NTD820,000 thousand.

  • 2003 Decreased of capital by cancellation of treasury shares with paid-in capital reduced to NTD 742,000 thousand.

  • Issued overseas depository receipts amounting to USD 9.9 million.

2004

  • Assignment of 4,000,000 treasury shares to employees.

  • Redemption of overseas convertible bonds amounting to USD1.5 million with outstanding overseas convertible bonds amounting to USD 8.4 million.

  • 2005 Passed the “IT ApplicationPromotion Project, ITAP” of the Department of Technology, MOEA.

  • Capitalization of retained earnings and additional paid-in capital into new shares with paid-in capital increased to NTD 762,000 thousand.

  • Redemption of overseas convertible bonds amounting to USD 4.9 million and conversion of USD 1.75 million into common shares, with outstanding overseas convertible bonds amounting to USD 1.75million.

2006

  • De-capitalization of Anderson Gmbhin Germany with paid-in capital decreased to EUR 2,025 thousand.

  • Conversion of overseas convertible bonds into common shares amounting to USD 1.75 million, with outstanding overseas convertible bonds down to USD 0.

  • Registration of the conversion of overseas convertible bonds into common shares, with paid-in capital amounting to NTD 894,923,480.

  • Capitalization of retained earnings and additional paid-in capital into new shares, with paid-in capital increased to NTD 960,000 thousand.

  • Founding of Sheng Deh Investment Co., Ltd. with paid-in capital amounting to NTD150,000 thousand.

-7-

  • 2007 Raising capital for Sheng Deh Investment Co., Ltd. with paid-in capital increased to NTD 200,000 thousand.

  • Investment in SOGOTEC via Sheng Deh Investment Co., Ltd. with NTD 139,922 thousand.

  • Initial offering of domestic unsecured convertible bonds amounting to NTD 300,000 thousand.

  • Raising capital of NTD 200,000 thousand by offering new shares and capitalization of retained earnings of NTD40,000 thousand into new shares, with paid-in capital increased to NTD 1,200,000 thousand.

  • 2008 Raising capital for Sheng Deh Investment Co., Ltd. with paid-in capital increased to NTD 220,000 thousand.

  • Registration of the conversion of the initial issuance of domestic unsecured convertible bonds into common shares, with paid-in capital amounting to NTD 1,209,682,060.

  • Capitalization of retained earnings amounting to NTD 61,000 thousand into new shares, with paid-in capital increased to NTD 1,270,682,060.

  • Decreased capital by cancellation of treasury shares amounting to NTD 120,000 thousand, with paid-in capital decreased to NTD 1,150,682,060.

  • 2009 Capitalization of additional paid-in capital amounting to NTD 25,000 thousand, with paid-in capital increased to NTD 1,175,682,060.

  • Redemption of the initial issue of domestic unsecured convertible bonds under the conversion regulation amounting to NTD 26,100,000 of which NTD 22,500,000 were paid in cash and NTD 3,6000,000 were converted into common shares. Registration of the change resulted in paid-in capital of NTD 1,178,114,480.

  • 2010 Offering of the 2nd issue of domestic unsecured convertible bonds amounting to NTD 300,000 thousand.

  • Capitalization of additional paid-in capital amounting to NTD 23,062,290 with paid-in capital increased to NTD 1,201,176,770.

  • 2011 Registration of the conversion of the 2nd issue of domestic unsecured convertible bonds into common shares and capitalization of additional paid-in capital amounting to NTD 30,000 thousand into new shares, with paid-in capital increased to NTD 1,426,944,980.

  • Capitalization of additional paid-in capital amounting to NTD 23,062,290 with paid-in capital increased to NTD 1,201,176,770.

  • Investment of USD 2,425,000 for acquiring the equity shares of Shanghai Marunaka Machinery and renamed the company as You Deh Machinery (Shanghai) Co., Ltd..

-8-

2012

  • Decreased capital by cancellation of treasury shares amounting to NTD 30,220 thousand, with paid-in capital decreased to NTD 1,396,724,980.

  • Registration of the conversion of the 2nd issue of domestic unsecured convertible bonds into common shares.

  • Redemption of the 2nd issue of domestic unsecured convertible bonds under the conversion regulation amounting to NTD 6,300,000 of which NTD 1,400,000 were paid in cash and NTD 4,900,000 were converted into common shares. Registration of the change resulted in paid-in capital of NTD 1,409,187,540.

    • Capitalization of retained earnings amounting to NTD 60,812,460 into new shares, with paid-in capital increased to NTD 1,470,000,000.
  • 2013 The Company is positioned as a professional machinery firm, and invested NTD 50 million in May 2013 to establish You Deh Industrial Co., Ltd. for taking over the operation of the Board Business Division. This company will concentrate on board materials and started its operation since August 2013.

  • 2014 Former Chairman Hsieh Chi-Jen resigned from office on January 15, 2014 with Pai Deh Investment Co., Ltd. elected as Chairman to fill the vacancy. Mr. Johnny Liao was appointed as the representative and Former Chairman Hsieh Chi-Jen was promoted to Honorary Chairman.

  • The Company acquired 100% of the stakes of Giben do Brasil Maquinas e Equipamentors Ltda & Giben America, Inc., a subsidiary of the Giben Group of Italy in Brazil, on April 25, 2014, and related trademarks and technical drawings.

2015

  • Raised capital of NTD 363,000 thousand by offering new shares, with paid-in capital increased to NTD 1,800,000,000.

  • Zhongde Industrial (Shanghai) Co., Ltd. made investment with its capital amounting to CNY 5,360 thousand to engage in an equity joint venture with Sichuan Ruifeng Ecological Technology Co., Ltd. to establish Chengdu Zhongde CNC Machinery Co., Ltd. and held 67% of the shares to expand in the China market.

  • The Company acquired Monforts Werkzeugmaschinen GmbH & Co. KG for EUR 3.5 million for broadening the product line and diversification of the market.

  • In October 2015, the Company disposed of the Electronic Machinery Division with its business and related assets to SOGOTEC, an indirect wholly-owned subsidiary, for the integration of group resources.

-9-

  • 2016 The Company invested NTD 16,781 thousand to establish SOGOTEC Shanghai on January 1, 2016.

  • In consideration of the vertical and horizontal integration of the group and for diversification of operations, the Company invested USD11,045,000 on April 1 2016 to engage in an equity joint venture with PILOT ELECTRONICS CORPORATION in making investments in CAL QUALITY ELECTRONICS of USA for 47% of its shares to expand the scale of operations and upgrade the profits of the group for sustainability.

  • Under an overall assessment of the financial position, state of indebtedness, and the possible capital needs of the subsidiaries, and potential investment programs on June 22, 2016, the Board resolved to sell all the equity in holding to PILOT ELECTRONICS CORPORATION. The transaction procedure was completed on June 30, 2016.

  • 2017 For broadening the product lines and diversification in market, as well as bolstering the synergy in overall operation, the Board of the Company resolved on March 28, 2017 to acquire the property of Matec Machinenbau GmbH of Germany for EUR 3,900 thousand. At the same time, the Company also established MATEC GmbH in Germany with an investment of EUR3,100 thousand. MATEC GmbH acquired other fixed assets, inventory, patents and related assets and be responsible for running the product lines and services of Matec Machinenbau GmbH.

-10-

THREE. Corporate Governance Report

I. Company Organization

  • (I) Organizational Chart

  • Organizational Structure

==> picture [429 x 297] intentionally omitted <==

-11-

2. Functions of Major Departments

Major
Departments
Assigned Duties
Auditing Office Administer the design, institution, and examination of the internal
control system of the Company.
Human
Resources
Department
Administer personnel management and training of the Company.
Information
Department
Administer the integration, design, and execution of the information
system of the Company.
Legal Affairs
Office
Administer the legal affairs of the Company.
Accounting
Department
Administer the accounting and taxation matters of the Company.
Finance
Department
Administer the financial operation and share registration and
transaction of the Company.
Main Axis Plant Responsible for the manufacturingand sale of the main axis.
Research,
Development and
Design
Responsible for the research, development and design of products.
Manufactory Responsible for logistics management, the control of incoming
materials, quality of machine production, and processing of parts and
components of self-manufactured machines.
Precision
Machinery
CNC Processing center, cutting blade grinding machine, and laser
machine sale.
Inkjet printing
machine
Inkjet printing machine sale .
Electronic
Machinery
PCB drilling machine and forming machine sale.
Procurement
Department
Administer the procurement of materials and merchandise at home
and abroad.
Machinery
Department
Sales of self-manufactured precision machines and distribution of
imported machines.
General Affairs
Department
Administer the general affairs of the Company.

-12-

II. Profiles of the Directors, Supervisors, General Manager, Vice Presidents, Asst Vice Presidents, and the heads of the departments and

branches

1. Profile of the Directors and Supervisors (I)

==> picture [762 x 426] intentionally omitted <==

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

April 21, 2017; Unit: share; %
Other executives,
Quantity of Directors or
Quantity of shareholding Quantity of shareholding
Initial at the time of election to Quantity of shareholding shareholding by under the name of a third Supervisors who are
Title Nationality or place of Name Sex Date of elected Term of election date of office at present spouse, underage children. party Experience (education) Other position in the Company Positions in other companies spouses or relatives within the 2nd tier
registration (office) office to office under the Civil Code.
Quantity
Quantity Shareholding Quantity Shareholding of Shareholding Quantity Shareholding Title Name Relation
of shares Ratio of shares Ratio Ratio of shares Ratio
shares
Chairman, Anderson Group
Chairman and General
Manager, Pilot Electronics
Corporation
Parpro Holdings Co., Ltd.
Representative of Institutional
Director
Representative of AP Parpro,
Inc., Institutional Director
Representative of,Shi Deh
Technology Co., Ltd.
Institutional Director
Chairman of Pai Deh
Investment Co., Ltd.
Master of eCommerce, Boston Chairman of Chieh Shih
University, USA Investment Co., Ltd.
Republic
Chairman of Johnny Liao Male 2014.6.6 3 2013.6.25 2,000,000 1.36% 2,000,000 1.11% - - 27,500,000 15.28% Sales Manager, XAVi Chairman of Yun Yung No
China Technologies Investment Co., Ltd.
Sales Manager, Pilot Electronics Representative of
Corporation Parpro(Nevada) Inc. ,
Institutional Director
Representative of Pilot(Las
Vegas) Inc. , Institutional
Director
Representative of Parpro
Technologies Inc., Institutional
Director
Representative of Parpro
Quality Inc., Institutional
Director
Chairman, SOGOTEC
Chairman, Powertech Industrial
Co., Ltd.
Chairman, Willis Co., Ltd.
Director Republic of China Steve Sheng Male 2014.6.6 3 2008.6.19 331,494 0.23% 451,494 0.25% 344,953 0.19% - - [Dept of Accounting, National ] Chengchi University Director, Anderson Group No
----- End of picture text -----

-13-

Title Nationality
or place of
registration

Name
Sex Date of
elected
(office)
Term
of
office
Initial
date of
election
to office
Quantity of shareholding
at the time of election to
office
Quantity of shareholding
at the time of election to
office
Quantity of shareholding
at present
Quantity of shareholding
at present
Quantity of
shareholding by
spouse, underage
children.
Quantity of
shareholding by
spouse, underage
children.
Quantity of shareholding
under the name of a third
party
Quantity of shareholding
under the name of a third
party
Experience (education)
Other position in the Company
Positions in other companies
Other executives,
Directors or
Supervisors who are
spouses or relatives
within the 2nd tier
under the Civil Code.
Other executives,
Directors or
Supervisors who are
spouses or relatives
within the 2nd tier
under the Civil Code.
Other executives,
Directors or
Supervisors who are
spouses or relatives
within the 2nd tier
under the Civil Code.
Quantity
of shares
Shareholding
Ratio

Quantity
of shares
Shareholding
Ratio

Quantity
of
shares

Shareholding
Ratio

Quantity
of shares
Shareholding
Ratio
Title Name Relation
Auditing Manager, KPMG
Taiwan
Director, Anderson HK
Director, SOGOTEC Shanghai.
Director Republic
of China
Lee
Chang-Feng
Male 2014.6.6 3 100.6.24 4,263 - 6,263 0.00% - - - - Chih Yung Senior High School Director, Anderson Group No
Director Republic
of China
Hsu Shan-Ko Male 2014.6.6 3 2014.6.6 - - - - - - - - MBA, Graduate Institute of
Business Administration,
National Chengchi University
Deputy CEO, General
Management, Yulon Group
Chairman, Altek Corporation
Chairman, Taiwan Mask
Corporation
Chairman, Myson Century Inc.
Vice Chairman, Taiwan Venture
Capital Association
Vice President, Taiwan Private
Equity Association
Director, Institute of Information
Industry
Chairman, Advagene Biopharma
Co., Ltd.

Director, Anderson Group
Director, Pilot Electronics
Corporation
Independent Director, Nuvoton
Technology Corporation
Director, Innodisk
Chairman, Hestia Power Inc.
Independent Director, Winbond
Electronics Corporation
Director, Acme Electronics
Corporation
Independent Director, ANZ
Bank (Taiwan) Limited.
Chairman, AccelStor, Inc.
Yizhong Technology Inc.,
Chairman
No
Director Republic
of China
Yun Yung
Investment
Co., Ltd.
2014.6.6 3 2014.6.6 20,000,000 13.61% 20,000,000 11.11% - - - - Not applicable No No
Republic
of China
Representative:
Simon Lin

Male
- - - - - 794,410 0.44% 11,902 0.01% - - EMBA, National Chengchi
University
Representative of Anderson
Group, Institutional Director
Director, SOGOTEC
Director, Anderson USA
Director, Anderson Germany
Director, Anderson HK
Representative of SOGOTEC,
Institutional Director
Representative of Yu De
Industrial Co.,Ltd., Institutional
Director
Director,Giben America Inc.
No
Director Republic
of China
Ko Chang-Chu Female 2014.6.6 3 2014.6.6 8,422 0.01% 9,934 0.01% - - - - Dept of Horticulture, University
of Chinese Culture
Chief of Corporate Staff, Office
of the President, Compal
Electronics Inc., President of
Branch in the Netherlands,
Divisional Manager, Corporate
Director, Anderson Group No

-14-

Title Nationality
or place of
registration


Name
Sex Date of
elected
(office)
Term
of
office
Initial
date of
election
to office
Quantity of
at the time
of
shareholding
of election to
fice
Quantity of shareholding
at present
Quantity of shareholding
at present
Quantity of
shareholding by
spouse, underage
children.
Quantity of
shareholding by
spouse, underage
children.
Quantity of shareholding
under the name of a third
party
Quantity of shareholding
under the name of a third
party
Experience (education)
Other position in the Company
Positions in other companies
Other executives,
Directors or
Supervisors who are
spouses or relatives
within the 2nd tier
under the Civil Code.
Other executives,
Directors or
Supervisors who are
spouses or relatives
within the 2nd tier
under the Civil Code.
Other executives,
Directors or
Supervisors who are
spouses or relatives
within the 2nd tier
under the Civil Code.
Quantity
of shares
Shareholding
Ratio

Quantity
of shares
Shareholding
Ratio

Quantity
of
shares

Shareholding
Ratio

Quantity
of shares
Shareholding
Ratio
Title Name Relation
Management Office
Manager, Trade Department,
Kinpo Electronics
Director Republic
of China
Wang
Chan-Hsiung
Male 2014.6.6 3 2014.6.6 - - - - - - - - 1987, 80th Session, NDMC
School of Medicine
Military Medical Officer,
Tri-Service General Hospital
Military Medical Officer,
Medical Center, Logistics
Command Headquarters
Manager, Pu Hsin Technology
Co., Ltd.
Manager, Tzer Ming Investment
Co., Ltd.
CEO, Tzer Ming Education
Foundatin
Director, Anderson Group
Supervisor, Tzer Ming
Investment Co., Ltd.,
No
Supervisor Republic
of China
Chu Yung-Ta Male 2014.6.6 3 2005.6.23 - - 786,000 0.44% - - - - Takming University of Science
and Technology
Real Estate Attorney, Yung
Kuan Land Registration Service
Office
Praticing Real Estate Attorney,
Yung Kuan Land Registration
Service Office
Supervisor, Anderson Group
Supervisor, SOGOTEC
Supervisor,ShengDeh Co.,Ltd.
No.
Supervisor Republic
of China
Lee Huei-Chin Male 2014.6.6 3 2014.6.6 - - 565,000 0.31% - - - - EMBA, National Taiwan
University (2002)
Vice President, Cheng Hua,
Communication Co., Ltd.
Department of Physics, Tung
Hai University (1976)
Chief Technology Officer and
Director, Chan Ta
Communication Co., Ltd.
Supervisor, Anderson Group
Supervisor, SOGOTEC
No

-15-

Table 1: Dominant Shareholders of Institutional Shareholders

April 21, 2017

Names of Institutional Shareholders Dominant Shareholders of Institutional Shareholders Yun Yung Investment Co., Ltd. Johnny Liao (92%), Chen Shi-Ching (8%)

Table 2: Dominant Shareholders of Institutional Shareholders in Table 1

Names of Institutional Shareholders Names of Institutional Shareholders Names of Institutional Shareholders
Dominant Shareholders of Institutional Shareholders

Dominant Shareholders of Institutional Shareholders

Dominant Shareholders of Institutional Shareholders

Dominant Shareholders of Institutional Shareholders

Dominant Shareholders of Institutional Shareholders

Dominant Shareholders of Institutional Shareholders

Dominant Shareholders of Institutional Shareholders

Dominant Shareholders of Institutional Shareholders

Dominant Shareholders of Institutional Shareholders

Dominant Shareholders of Institutional Shareholders

Dominant Shareholders of Institutional Shareholders

Dominant Shareholders of Institutional Shareholders
Not applicable Not applicable
Profile of the Directors andSupervisors(II)

Condition
Name
More than 5 years of work experience
And the following professional
qualification
Conformity to the status of independence (note) Indep
enden
t
Direct
ors of
other
public
comp
anies
Lecturer of
public and
private
universities
in
commerce,
law, finance
and banking,
accounting,
or other
related
disciplines
required by
the Company
in business
operation or
higher
position.

Professional and
technical
personnel
passing the
national
examination
with a license in
court judge,
public
prosecutor,
accountant, and
other areas of
specialization
required by the
Company in
business
operation.
Necessary
work
experience
in
commerce,
legal
affairs,
finance and
banking,
accounting
of other
areas
required by
the
Company
in business
operation.



1
2 3 4 5 6 7 8 9 10
JohnnyLiao No
SteveSheng No
Lee Chang-Feng No
Hsu Shan-Ko 3
Yun Yung
Investment Co.,
Ltd.
Representative:
Simon Lin
No
Ko Chang-Chu No
WangChan-Hsiung No
Chu Yung-Ta No
Lee Huei-Chin No
Hsieh Fei-Ru No

Note: Put a “V” sign in the following boxes of conditions if the Directors and Supervisors meet the following conditions two years prior to assumption of office and during the term of office 

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

  • (2) Not a Director or Supervisor of the Company or its affiliates (except the independent directors of subsidiaries established by the Company or its parent company, under this law or other applicable laws in the host countries).

  • (3) Not a shareholder of more than 1% of the outstanding shares of the Company by self, spouse, underage children, or in the name of a third party, or a natural person shareholder among the Top 10 shareholders.

  • (4) Not a spouse, kindred within the 2nd tier under the Civil Code, or kindred within the 5th tier of direct blood line under the Civil Code of the parties mentioned in (1) to (3).

  • (5) Not a Director, Supervisor, or employee of an institutional shareholder directly holding more than 5% of the outstanding shares of the Company, or a Director, Supervisor, or employee of the Top 5 institutional shareholders.

  • (6) Not a Director, Supervisor, manager or shareholder holding more than 5% of the stakes of a particular company or entity with financial or business relations with the Company.

  • (7) Not a proprietor, partner, Director, Supervisor, manager and spouse of the professional firm, sole

-16-

proprietorship, partnership, company or business entity providing commercial, legal, financial, and accounting services or consultation to the Company or affiliates. This provision could be waived for members of the remuneration committee who exercise their authority in performance of assigned duties pursuant to Article 7 of the Regulations Governing the Appointment and Exercise of Powers by the Remuneration Committee of a Company Whose Stock is Listed on the Stock Exchange or Traded Over the Counter.

  • (8) Not the spouse or relative within the 2nd tier under the Civil Code with another Director.

  • (9) Article 30 of the Company Act is not applicable.

  • (10) Not elected to office from the government, institutions or their representatives pursuant to Article 27 of the Company Act.

-17-

2. Profile of the General Manager, Vice President, Asst Vice President, heads of the departments and branches.

April 21, 2017; unit: share;%

April 21, 2017;unit: share;% 2017;unit: share;% 2017;unit: share;%
Title Natio
nality
Name Sex Date of office Quantity of shareholding Shareholding by
spouse, underage
children
Quantity of
shareholding
Shareholding in the
name of a third party
Quantity of shareholding
Work experience (education) Positions with other companies Spouse or kindred
within the 2nd tier
under the Civil Code
Manager
Quantity of Shareholding
Ratio
Quantity of Sharehold
ing
Ratio
Quantity of Shareholdi
ng
Ratio
Title Name Relati
on
General
Manager
Repub
lic of
China
Simon Lin Male 2015.01.01 794,410 0.44% 11,902 0.01% - - EMBA, National Chengchi University Representative of Anderson Group, Institutional
Director
Director, SOGOTEC
Director, Anderson USA
Director, Anderson Germany
Director, Anderson HK
Representative of SOGOTEC, Institutional
Director
Representative of Yu De Industrial Co.,Ltd.,
Institutional Director
Director,Giben America Inc.
No
Greater
China
General
Manager in
Sale
Repub
lic of
China
Speed Lin Male 2015.01.01 - - - - - - National Tung-Shih Senior High School Director, SOGOTEC Shanghai
Director, Zhongde Industrial (Shanghai) Co.,
Ltd.
Director, You Deh Machinery (Shanghai) Co.,
Ltd.
No
Vice
President
Repub
lic of
China
Tommy
Lee
Male 2015.01.01 135,404 0.08% - - - - Master Program, Department of Mechanical
Engineering, National Chung Hsing
University
Representative of SOGOTEC, Institutional
Director
Director, Giben America Inc.
No
CFO and
Accountant
in Charge
Repub
lic of
China
Daphne
Huang
Femal
e
2014.10.01 116,000 0.06% - - - - EMBA, Accounting and Management
Decision, National Taiwan University
CFO, Swissray Global Healthcare Taiwan
Vice President, Auditing Dept, PwC Taiwan

Supervisor, SOGOTEC Shanghai
Director, SOGOTEC
Director, Zhongde Industrial (Shanghai) Co.,
Ltd.
Director, You Deh Machinery (Shanghai) Co.,
Ltd.
Supervisor, Yu De Industrial Co.,Ltd.
Director, Anderson Germany
Representative, Sheng Deh Co., Ltd.,
Institutional Director
Director, Giben America Inc.
No
Europe and
America
CFO
Repub
lic of
China
Angela
Wang
Femal
e
2014.07.01 32,604 0.02% - - - - Azusa Pacific University MBA
Asst Vice President, Yungshin Pharm ind.
Co. Ltd Business Development Department
Vice President, Investment Banking
Department, Daiwa-Cathay Capital Markets
Co., Ltd.
Asst Vice President, Capital Market
Division, Yuanta Securities
Vice President, Chung Ching Venture
Capital
Senior Manager, Corporate Wealth
Management Department,CLSA Asia
No No

-18-

Pacific Markets
Asst Vice
President
Repub
lic of
China
Jim Liu Male 2014.01.01 37,262 0.02% - - - - Department of Automation Control, Feng
Chia University
No No
Asst Vice
President
Repub
lic of
China
David Lai Male 2015.07.01 - - - - - - Department of Information Engineering,
Feng Chia University
Divisional Manager, Pilot Electronics
Corporation
Vice President,Lantek Electronics
No No

-19-

3. Remuneration to the Directors, Supervisors, General Manager, and Vice President

  • (1) Remuneration to the Directors (including Independent Directors) (with disclosure of name and bracket of payment)

Unit: NTD 1,000 December 31, 2016

December December 31,2016
Title Name Remuneration to Directors The sum of A + B +
C + D in proportion
to corporate
earnings (Note 10)
Salaries paid as employees The sum of A + B +
C + D + E + F +G
to corporate
earnings (Note 10)
Any
remunera
tion from
investees
beyond
the
subsidiari
es (Note
11)
Remuneration (A)
(Note 1)
Severance pay and
pension (B)
Remuneration to
Directors (C)
(Note 2)
Professional
practice fees (D)
(Note 3)
Salary, bonus, and
special expense
account(E) (note 4)
Severance pay and
pension (F)
Remuneration to employees (G)(Note 5)
The
Company
All
companie
s included
in
financial
statements
of the
Company
(Note 7)


The
Company
All
compani
es
included
in
financial
statemen
ts of the
Compan
y
(Note 7)


The
Company
All
companie
s
included
in
financial
statement
s of the
Company
(Note 7)
The
Company
All
companie
s
included
in
financial
statement
s of the
Company
(Note 7)
The
Company
All
companie
s
included
in
financial
statement
s of the
Company
(Note 7)
The
Company
All
companie
s
included
in
financial
statement
s of the
Company
(Note 7)
The
Company
All
companie
s
included
in
financial
statement
s of the
Company
(Note 7)
The Company All companies included
in financial statements of
the Company (Note 7)
The
Company
All
companie
s
included
in
financial
statement
s of the
Company
(Note 7)
Amount in
cash
Amount in
stock
Amount in
cash
Amount in
stock
Chairman JohnnyLiao 7,047 8,878 - - 955 955 2,280 2,280 10.43% 12.28% 6,065 6,174 5,775 5,775 1,227 - 1,227 - 23.68% 25.64% -
Director Steve Sheng
Director Lee Chang-Feng
Director Hsu Shan-Ko
Director Ko Chang-Chu
Director Wang
Chan-Hsiung
Director Yun Yung
Investment Co.,
Ltd.
(Representative:
Simon Lin

-20-

Salary Scale Table

Salary Scale Table
Bracket of remuneration to the Directors of the
Company
Names of Directors
Total of(A+B+C+D) Total of(A+B+C+D+E+F+G)
(Note 8) All companies included
in the consolidated
financial statements of
theCompany (Note9)I
(Note 8) All companies included in
the consolidated financial
statements of the Company
(Note9) J
Less than NTD 2,000,000 Steve Sheng, Simon Lin,
Hsu Shan-Ko, Ko
Chang-Chu, Wang
Chan-Hsiung, Lee
Chang-Feng.
Same as the left column Hsu Shan-Ko, Ko
Chang-Chu, Wang
Chan-Hsiung, Lee
Chang-Feng
Same as the left column
NTD 2,000,000(inclusive)NTD 5,000,000(exclusive) Simon Lin Same as the left column
NTD 5,000,000(inclusive)NTD 10,000,000(exclusive) JohnnyLiao Same as the left column JohnnyLiao, SteveSheng Same as the left column
NTD 10,000,000(inclusive)NTD 15,000,000(exclusive)
NTD 15,000,000(inclusive)NTD 30,000,000(exclusive)
NTD 30,000,000(inclusive)NTD 50,000,000(exclusive)
NTD 50,000,000(inclusive)NTD 100,000,000(exclusive)
More than NTD 100,000,000
Total
  • Note 1: The remuneration to the Directors in 2016 (including salaries, job subsidy, severance pay, bonus, and incentives for the Directors)

  • Note 2: The remuneration actually paid to the Directors at the resolution of the Board in 2016.

  • Note 3: The professional service fee for the Directors in 2016 (including traveling expense, special expense account, subsidies, lodging, and company cars and other supplies)

  • Note 4: The salaries, job subsidy, severance pay, bonus, incentives, traveling expense, special expense account, subsidies, lodging, company cars and other supplies in 2016 when Directors also performed duties as employees (in the capacities as General Manager, Vice President, managers and employees) The recognition of salaries under IFRSs- “share-based payments” is not applicable to the Directors of the Company.

-21-

  • Note 5: The remuneration (including stock and cash) to the Directors for performing their duties as employees in 2016 (in the capacities as General Manager, Vice President, managers and employees). The amount disclosed is the amount approved by the Board in 2016 as remuneration to employees.

  • Note 6: The quantity of shares entitled for subscription under ESO acquired by the Directors (including the portion of rights being exercised) by Directors in the capacity as employees (in the capacities as General Manager, Vice President, managers and employees) to the date this report was printed.

  • Note 7: The total amount paid to the Company from all companies (including The Company) included in the consolidated financial statements as remuneration to the Directors of the Company should be disclosed.

  • Note 8: The total amount of remuneration to each Director with disclosure of names in relevant brackets.

  • Note 9: The total amount paid to each Directors of the Company by all companies (including The Company) included in the consolidated financial statements as remuneration to each Director and their names in relevant brackets of payment shall be disclosed.

  • Note 10: Corporate earnings shall refer to the earnings net of applicable taxes as stated in the separate financial statements of 2016.

  • Note 11: The Directors of the Company did not receive any amount of remuneration from investees other than the subsidiaries.

  • The content of remuneration disclosed in this table is not relevant to the concept of income under the Tax Code, the purpose of which is for disclosure only but not for taxation purposes.

-22-

(2) Remuneration to the Supervisors (disclose the names and the means of remuneration)

Unit: NTD 1,000

December 31, 2016

Title Name Remuneration to Supervisor Remuneration to Supervisor The sum of A + B + C in
proportion to corporate
earnings
(Note 5)
The sum of A + B + C in
proportion to corporate
earnings
(Note 5)
Any
remunera
tion from
investees
beyond
the
subsidiari
es
(Note 6)
Remuneration (A)
(Note 1)
Remuneration (B)
(Note 2)
Professional service
Fee (C)
(Note3)
The
Company
All
companies
included in
the financial
statements of
the
Company
(Note 4)
The
Company
All companies
included in the
financial
statements of
the Company
(Note 4)
The
Company
All companies
included in the
financial
statements of
the Company
(Note 4)
The
Company
All
companies
included in
the financial
statements
of the
Company
(Note 4)
Supervi
sor
Chu Yung-Ta - - 136 164 138 147 0.28% 0.32
%
-
Supervi
sor
Lee Huei-Chin - - 136 164 120 126 0.26% 0.29
%
-
Supervi
sor
Hsieh Fei Ru
(Note 7)
- - - - 81 81 0.08% 0.08
%
-
  • Note 1: The remuneration to the Directors in 2016 (including salaries, job subsidy, severance pay, bonus, and incentives for the Supervisors).

  • Note 2: The remuneration actually paid to the Supervisors at the resolution of the Board in 2016.

  • Note 3: The professional service fee for the Supervisors in 2016 (including traveling expenses, special expense accounts, subsidies, lodging, and company cars and other supplies).

  • Note 4: The total amount paid to the Company from all companies (including The Company) included in the consolidated financial statements as remuneration to the Supervisors of the Company should be disclosed.

  • Note 5: Corporate earnings shall refer to the earnings net of applicable taxes as stated in the separate financial statements of 2016.

  • Note 6: The Supervisors of the Company did not receive any amount of remuneration from investees other than the subsidiaries. Note7: assumed office on August 4, 2016.

  • The content of remuneration disclosed in this table is not relevant with the concept of income under the Tax Code and the purpose of which is for disclosure only but not for taxation purpose.

-23-

(3) Remuneration to the General Manager and Vice President (with disclosure of name and bracket of payment)

Unit: NTD 1,000

December31,2016 December31,2016 December31,2016
Title Name Salaries(A)
(Note 2)
Severance pay
and pension (B)
Bonus and
Special expense
account(C)
(Note 3)
Amount of remuneration as
employees(D)
(Note 4)
The sum of A +
B + C + D in
proportion to
corporate
earnings (%)
(Note 8)
Any
remuneration
from
investees
beyond the
subsidiaries
(Note 9)
The
Company
All
companies
included
in
financial
statements
of the
Company
(Note 5)
The
Company
All
companies
included
in
financial
statements
of the
Company
(Note 5)
The
Company
All
companies
included
in
financial
statements
of the
Company
(Note 5)
The Company All companies
included in financial
statements of the
Company
(Note 5)
The
Company
All
companies
included
in
financial
statements
of the
Company
(Note 5)
Cash
Amount
Stock
Amount

Cash
Amount
Stock
Amount
General
Manager
Simon
Lin
10,293

10,360 5,775 5,775 6,029 6,072 - - - - 22.41% 22.52% -
Vice
President
Tommy
Lee
General
Manager
of Greater
China
Speed
Lin
Chief
Strategic
Officer
Steve
Sheng
(Note 10)
Chief
Financial
Officer
Daphne
Huang
Europe
and
America
Chief
Financial
Officer
Angela
Wang
  • Positions equivalent to General Manager, Vice President (such as: president, CEO, Director and so forth) should be disclosed notwithstanding the name of the occupational title.

-24-

Salary scale table

Salaryscale table
Brackets for salary payment for the General Manager
and Vice President.
Names of theGeneral Manager and Vice President of theCompany
(Note 6) All companies included in financial statements
of theCompany (Note 7)
Less than NTD 2,000,000
NTD 2,000,000 (inclusive)NTD
5,000,000(exclusive)
Simon Lin, Tommy Lee, Speed Lin, Steve
Sheng,Daphne Huang,Angela Wang.
Same as the left column
NTD 5,000,000 (inclusive)NTD
10,000,000(exclusive)
NTD 10,000,000 (inclusive)NTD 15,000,000
(exclusive)
NTD 15,000,000 (inclusive)NTD 30,000,000
(exclusive)
NTD 30,000,000 (inclusive)NTD 50,000,000
(exclusive)
NTD 50,000,000 (inclusive)NTD 100,000,000
(exclusive)
More than NTD 100,000,000
Total
  • Note 1: Disclosure in this table is relevant to the duties of presidents and vice presidents in the industry.

  • Note 2: The salaries, job subsidies, and severance pay for the General Manager and Vice President in 2016.

  • Note 3: The bonus, incentives, traveling expense, special expense account, subsidies, lodging, company cars and other supplies in 2016 to the General Manager and Vice President The recognition of salaries under IFRS 2- “share-based payments” is not applicable to the General Manager and Vice President of the Company.

  • Note 4: The remuneration actually paid to the General Manager and Vice President at the resolution of the Board in 2016.

  • Note 5: The total amount paid to the Company from all companies (including The Company) included in the consolidated financial statements as remuneration to the General Manager and Vice President of the Company should be disclosed.

  • Note 6: The total amount of remuneration to each General Manager and Vice President with disclosure of the names in the relevant brackets.

  • Note 7: The total amount paid to each Director of the Company by all companies (including The Company) included in the consolidated financial statements as remuneration to each General Manager and Vice President and their names in relevant brackets of payment shall be disclosed.

  • Note 8: Corporate earnings shall refer to the earnings net of applicable taxes as stated in the separate financial statements of 2016.

  • Note 9: The General Manager and Vice President of the Company did not receive any amount of remuneration from investees other than the subsidiaries. Note 10: Retired on June 30, 2016.

  • The content of remuneration disclosed in this table is not relevant to the concept of income under the Tax Code, the purpose of which is for disclosure only but not for taxation purposes.

-25-

(4) Names of the managers with remuneration as employees and the allocation

Unit: NTD 1,000

Unit: NTD 1,000 Unit: NTD 1,000
December 31,2016
Total
The total in
proportion
to corporate
earnings
(%)
1,227
1.24%
Title
(Note 1)
Name
(Note 1)
Amount in
stock
Amount
in cash
Total The total in
proportion
to corporate
earnings
(%)
Manager General
Manager
Simon Lin - 1,227 1,227 1.24%
General
Manager,
Greater China
Speed Lin
Chief Strategic
Officer
Steve Sheng
Chief Financial
Officer
Daphne
Huang
Chief Financial
Office in
Europe and
America
Angela
Wang
Vice President TommyLee
Asst Vice
President
David Lai
Asst Vice
President
Jim Liu
  - Note 1: Disclosure of the names and titles, and the distribution of earnings in aggregates.

  - Note 2: Amount paid to the General Manager and Vice President as remuneration as approved by the Board in 2016 (including stock and cash). If projection is impossible, estimate in proportion to the amount paid in the previous year as the estimate for distribution in this year. Corporate earnings shall refer to the earnings net of applicable taxes as stated in the separate financial statement of 2016.

  - Note 3: Scope of application to managers is specified in FSC Letter Tai-Cai-Zheng- (III)-Zi No. 0920001301 dated March 27 2003 and is specified below:

     - (1) General Manager and equivalent ranks.

     - (2) Vice President and equivalent ranks.

     - (3) Asst Vice President and equivalent ranks.

     - (4) Chief of financial department

     - (5) Chief of accounting department

     - (6) Others charged with administrative affairs of the Company or authorized to affix signatures for the Company.

  - Note 4: This table is required if the Directors, General Manager and Vice Presidents received payment as employees (including stock and cash) further to Appendix I-II.
  1. Explain with comparison the total amount of remuneration from the Company and all companies included in the consolidated financial statements in the last 2 years to the Directors, Supervisors, General Manager, and Vice President in proportion to the corporate earnings, and the policy, standard of remuneration as well as the procedure for setting the components and determination of remuneration in association with operation performance.

  2. (1) Ratio of total remuneration to corporate earnings.

-26-

Title The Company The Company All companies included in the
consolidated financial
statements of the Company.
All companies included in the
consolidated financial
statements of the Company.
2015 2016 2015 2016
Directors (37.17%) 23.68% (37.55%) 26.06%
Supervisors (0.87%) 0.62% (1.04%) 0.70%
General Manager
and Vice President
(33.47%) 22.41%
(33.47%) 22.89%

(2) Remuneration policy of the Company

Remuneration to the Directors and Supervisors include traveling expense, and distribution of earnings. Traveling expenses will be determined by the Board. Those who do not perform regular duties of the Company receive only traveling expense. Distribution of earnings to Directors and Supervisors as remuneration is based on Article 17 and Article 20 of the Articles of Incorporation of the Company. The remuneration to the Directors and Supervisors shall be determined by the Board under authorization and shall be commensurate with the degree of participation and contribution value to the Company by respective Directors and Supervisors with reference to industry standard at home and abroad. The Company shall appropriate 1%~10% of the earnings before taxation and before remuneration to employees and Directors and Supervisors as remuneration to employees at the resolution of the Board payable in stock or in cash. The recipients of such payment shall include the employees of subsidiaries meeting specific conditions. The Company shall appropriate no more than 3% of the aforementioned earnings as remuneration to the Directors and Supervisors in cash only at the resolution of the Board. The proposal for remuneration to employees and Directors and Supervisors shall be reported to the General Meeting of Shareholders. The Company shall appropriate for the write-off of carry-forward loss, if applicable.

III. The pursuit of corporate governance

1. The function of the Board

The Board convened in 9 sessions in 2016 (A). The attendance of the Directors and Supervisors is shown below

Title Name Attendance
(attend as
observer) B
Attended
by proxy
Attendance
(attend as
observer) rate
(B/A)
Remark
Chairma
n
Johnny Liao 9 - 100%
Director Yun Yung
Investment Co.,
Ltd.
Representative:
Simon Lin
9 - 100%
Director Hsu Shan-Ko 7 2 78%

-27-

Director Ko Chang-Chu 5 4 56%
Director Lee Chang-Feng 8 1 89%
Director WangChan-Hsiung 8 1 89%
Director Steve Sheng 7 2 78%
Supervis
or
Chu Yung-Ta 9 - 100%
Supervis
or
Lee Huei-Chin 3 4 33% Taking
leave
twice
Supervis
or
Hsieh Fei-Ru 6 - 100% Resigned
on
August 4,2016
Important notes:
I.
If any of the following is applicable to the operation of the Board, specify the date,
the session, the content of motions of the Board, the opinions of the Independent
Directors, and responses to these opinions.
(I)
Issues specified in Article 14 -3 of the Securities and Exchange Act: No.
(II) In addition to the aforementioned issues, the adverse opinions from the
Independent Directors or qualified opinions on record or in written declaration
on the resolutions of the Board: No.
II.
The practice of the avoidance of conflict of interests on motions related to the interest
of specific Directors, and the names of the Directors concerned, the content of the
motions,the reasons for avoidance,and the voting.
Date
Motion
Names
of
Directors
excused,and voting
Reasons
for
beingexcused.
2016.03.18
Motion No. 2:
Endorsement/Guarantee
in favor of Yu De
Industrial
Motion No. 3:
Endorsement/Guarantee
in favor of Monforts
CNC
Werkzeugmaschinentec
hnik GmbH
Motion No. 6: Bonus
and year-end bonus for
the managers of the
Company
Director Johnny Liao
and Director Simon Lin
are the Chairman and
Director, they are
excused from the
motion to avoid conflict
of interest. The motion
was passed by all other
Directors in session in
common consent.
Director Simon Lin is a
Director, and excused
from the motion to
avoid conflict of
interest. The motion
was passed by all other
Directors in session in
common consent.
Director Simon Lin
receives the
aforementioned
remuneration, and is
excused from the
motion to avoid conflict
of interest. The motion
was passed by all other
Directors in session in
common consent.
Director Johnny Liao
and Director Simon Lin
are the Chairman and
Director, they are
excused from the
motion to avoid
conflict of interest.
Director Simon Lin is a
Director, and excused
from the motion to
avoid conflict of
interest.
Director Simon Lin
receives the
aforementioned
remuneration, and
excused from the
motion to avoid
conflict of interest.
2016.06.22
Motion No. 1:
Disposition of the
equity of Parpro Quality
Inc. in whole
Chairman Johnny Liao
and Director Hsu
Shan-Ko are Directors
of Pilot Electronics
Corporation, and Simon
Lin is the
Chairman Johnny Liao
and Director Hsu
Shan-Ko are Directors
of Pilot Electronics
Corporation, and
Simon Lin is the

-28-

Representative and they
are excused from the
motion because Johnny
Liao is the deputy agent
of Yun Yung
Investment Co., Ltd. to
avoid conflict of
interest. The motion
was passed by all other
Directors in session in
common consent.
Representative and they
are excused from the
motion because Johnny
Liao is the deputy agent
of Yun Yung
Investment Co., Ltd. to
avoid conflict of
interest.
2016.08.15 Motion No. 1: Donation
to Anderson Education
Foundation
Director Simon Lin and
Director Wang
Chan-Hsiung is a
Director and CEO of the
foundation, and were
excused from the
motion to avoid conflict
of interest. The motion
was passed by all other
Directors in session in
common consent.
Director Simon Lin and
Director Wang
Chan-Hsiung is a
Director and CEO of
the foundation, and
were excused from the
motion to avoid
conflict of interest.
  1. The function of the Auditing Committee: Not applicable, as the Company has not yet established the Auditing Committee.

  2. Status of corporate governance, and variation from the Corporate Governance Best

Practice Principle For TWSE/GTSM-listed Companies, and the reasons.

Items for evaluation State of implementation State of implementation State of implementation variation from the
Corporate Governance
Best Practice Principle
For TWSE/
GTSM-listed
Companies, and the
reasons.
Yes No Summary
I.
Has the Company
established the “Corporate
Governance Best Practice
Principle” and disclose
information on this
regulation?
V At the resolution of the Board,
the Company has established the
“Corporate Governance Best
Practice Principle” with
disclosure at MOPS and the
official website of the Company.
No difference.
II.
Equity structure and
shareholders’ equity of
the Company

-29-

Items for evaluation State of implementation State of implementation State of implementation variation from the
Corporate Governance
Best Practice Principle
For TWSE/
GTSM-listed
Companies, and the
reasons.
Yes No Summary
(I)
Has the Company
established internal
procedure for handling
suggestions, queries,
disputes and legal actions
of the shareholders, and
proceeded in accordance
with the procedure?
(II)
Is the Company in
control of the list of
dominant shareholders
and the ultimate parties in
control of the dominant
shareholders?
(III)
Has the Company set up
and execute risk control
and a firewall between
itself and the
subsidiaries?
(IV)
Has the Company
established internal code
to prohibit insiders to use
information not yet
disclosed in market for
the trading of securities?



V
V
V
V
(I)
The Company has
appointed designated
personnel to handle
related matters. If there
are specific issues
involving legal problems,
refer to the legal affairs
department for action.
(II)
The Company
commissioned a
professional share
registration and transfer
agent to declare and
disclose the list of
ultimate parties in control
of the major shareholders
at regular intervals. The
Company is also on good
terms with the major
shareholders and is in
control at any time.
(III)
The Company has
instituted regulations for
tracking the operation of
the subsidiaries and acts
in accordance with the
regulation.
(IV)
The Board of the
Company has established
the “Procedure for
Handling Materiality and
Prevention of Insider
Trade” to regulate the
conduct of insiders in
securities trade.
No difference.
No difference.
No difference.
No difference.
III.
The organization and

-30-

Items for evaluation State of implementation State of implementation State of implementation variation from the
Corporate Governance
Best Practice Principle
For TWSE/
GTSM-listed
Companies, and the
reasons.
Yes No Summary
function of the Board
(I)
Has the Board designed a
wide array of policies on
the basis of the
composition of its
members and properly
pursued the policies?
(II)
Further to the
establishment of a
Remuneration Committee
and Auditing Committee
under law, has the
Company established
other functional
committees voluntarily?
(III)
Has the Company
established regulations
governing the evaluation
of Board performance
and the methods of
evaluation, and
conducted evaluation on
the performance of the
Board annually?
(IV)
Has the Company
evaluated the status of
independence of the
certified public
accountants retained by
the Company at regular
intervals?

V
V
V
V


(I)
The members of the
Board of the Company
are experts from different
disciplines for the proper
pursuit of the diversity of
Company policies.
(II)
At present, the Company
does not voluntarily
establish other functional
committees.
(III)
The Company has
established the regulation
governing the evaluation
of Board performance
and conducts evaluation
annually.
(IV)
The Company conducts
self-assessment on the
professional standing and
state of independence of
the certified public
accountants retained for
external audits once a
year. As evaluated by
the Accounting
Department of the
Company
Fan You-Wei and Tai
Hsin-Wei, CPAs from
Deloitte Taiwan, meet the
standard of the Company
in the evaluation of


No difference.
Establish related
functional committees
in the near future to
meet the needs of
performing necessary
function.
No difference.
No difference.

-31-

Items for evaluation State of implementation State of implementation State of implementation variation from the
Corporate Governance
Best Practice Principle
For TWSE/
GTSM-listed
Companies, and the
reasons.
Yes No Summary
independence (Note 1)
and are competent in
performing audit and
certification for the
Company with the
issuance of declaration
statement by their office
(Note 2).
IV. Have TWSE/GTSM-lised
companies established
full-time (part-time)
positions or appointed
full-time (part-time)
personnel for handling
corporate governance
affairs (including but not
limited to providing
information necessary for
the Directors and
Supervisor to perform their
duties, administering the
convention of the Board and
General Meeting of
Shareholders and related
matters, handling company
registration and registration
for change, keeping minutes
of meetings for the Board
and the General Meeting of
Shareholders on record)?


V
The Company has appointed
designated personnel to perform
such duties.
No difference.
V. Has the Company
established channels for
communication with the
stakeholders (including but
not limited to shareholders,
employees, customers, and
suppliers) and established a
special zone for
stakeholders at its official
website forproper response
V The Company has established
channels for communication with
the stakeholders at its official
website, and has properly
responded to the stakeholders on
issues of concern in corporate
social responsibility.

No difference.

-32-

Items for evaluation State of implementation State of implementation State of implementation variation from the
Corporate Governance
Best Practice Principle
For TWSE/
GTSM-listed
Companies, and the
reasons.
Yes No Summary
to the stakeholders on issues
of concern in corporate
social responsibility?
VI. Has the Company
commissioned professional
share registration and
transfer agent for
organizing the General
Meetings of Shareholders.
V The Company has commissioned
the Registry and Transfer
Services Department of KGI
Securities to handle matters
related to General Meetings of
Shareholders
No difference.
VII.
Disclosure
(I)
Has the Company
installed its official
website for disclosure of
financial position,
operations and corporate
governance?
(II)
Has the Company adopted
other means of disclosure
(such as the installation
of a website in English,
appointment of
designated personnel for
the gathering and
disclosure of Company
information, proper
implementation of the
spokesman system and
placing the footage for
recording institutional
investors conferences)?

V
V
(I)
The Company has
disclosed the required
materials at MOPS and
also its official website.
(II)
The Company has
appointed designated
personnel for the
gathering and disclosure
of information, and also
established the
spokesman system for the
release of information on
financial position and
operations of the
Company.

No difference.
VIII. Is there any other vital
information that helps to
understand the pursuit of
corporate governance by the
Company (including but not
limited to employee rights,
employee care, investor
relations, supplier relations,
stakeholder rights,
continuingeducation for the



V
(I)
Employee Rights and
Employee Care:
As always, the Company
treasures
labor-management
relations and is conceived
with the concept that
people are the assets of
the Company. Likewise,
the Companycares for
No difference.

-33-

Items for evaluation State of implementation State of implementation State of implementation variation from the
Corporate Governance
Best Practice Principle
For TWSE/
GTSM-listed
Companies, and the
reasons.
Yes No Summary
Directors and Supervisors,
risk management policy and
the standards for the
assessment and
measurement of risk, the
pursuit of customer policy,
the protection of Directors
and Supervisors with
professional liability
insurance)?
the welfare of the
employees in full effort,
and protects the rights of
the employees in
accordance with the
Labor Standard Act by
setting up the Employee
Welfare Committee with
the practice of the
pension fund system and
also established a labor,
health and safety
management body under
the law. The Company
encourages the employees
to participate in different
training programs and
studies on related
technologies, take group
insurance for the
protection of the
employees, and organizes
regular physical
examinations for the
employees.
(II)
Investor Relations :
The Company has
appointed designated
personnel to handle
investor relations and has
provided information for
the investors at its official
website so that investors
can keep abreast of the
operations of the
Company.
(III)
Supplier Relations:
As always, the Company
is on good terms with the
suppliers.
(IV)
Stakeholders’ Rights:
Stakeholders mayengage

-34-

Items for evaluation State of implementation State of implementation State of implementation variation from the
Corporate Governance
Best Practice Principle
For TWSE/
GTSM-listed
Companies, and the
reasons.
Yes No Summary
in communication, give
suggestion to the
Company to maintain the
rights under law.
(V)
Continuing eduction of
the Directors and
Supervisors
The Directors and
Supervisors of the
Company will take
necessary training and
eduction such as
corporate governance and
internal control, corporate
social responsibility and
sustainable development
and investment forum,
investor relation, The
function and rights of the
Board and Supervisors,
IFRSs, XBRL, and other
practice in legal issues
related to the accuountant
in charge, legal rules
governing insider trade,
and compliance. The
status of continuing
education will be posted
at MOPS.
(VI)
Risk management policy
and risk assessment
standard in action:
Conduct assessment on
product market, external
economic situation, and
cash flow timely to
reduce possible risks to
the Company.
(VII) The pursuit of customer
policy:
The Company installted
the system for the

-35-

Items for evaluation State of implementation State of implementation State of implementation variation from the
Corporate Governance
Best Practice Principle
For TWSE/
GTSM-listed
Companies, and the
reasons.
Yes No Summary
management of customer
orders and services so as
to provide quick and
convenient services to the
customers. In addition,
the Company also takes
liability insurance on the
products to protect the
rights of the customers.
(VIII) The status of protection of
the Directors and
Supervisors by taking
liability insurance: The
Company has taken
liability insurance for the
protection of the
Directors and the
Supervisors in 2016.
(IX) Specify the result of the evaluation conducted by Taiwan Stock Exchange Corporation on
corporate governance covering the most recent period as announced, and the status of correction
action, and the priority for commitment of further efforts on matters with no corrective action
taken.
1. The Company has established the seats for Independent Directors for reinforcing the structure of
the Board as stated in the Articles of Incorporation. The nomination system is applied to the
election of Independent Directors. In the election of the new Board of Directors and Supervisors
held in the recent regular session of the General Meeting of Shareholders (2017), the
nomination system is used with 2 candicates elected as Independent Directors.
2. For giving fair treatment to the shareholders, the Company provided the notice of regular
session of the General Meeting, the parliarmentary handbook for the shareholders, and the
annual reports in English version for this year (2017). The annual report has been uploaded to
the MOPS 7 days in advance, and the notice of meeting and the parliarmentary handbook were
released to MOPS simultaneously with the Chinese version.
3. For vitalization the operation of the Board, the Company intensified its communication with the
Chief Internal Auditor and the external auditors after the Independent Directors were elected by
the General Meeting of Shareholders in the regular session in 2017 and assumed office, and
disclosed the details of communication at the official website of the Company.
4. For enhancing the transparency of information, the Company elected to disclose its interim
report in English and planned to prepare web pages in English including the supply of
information on financial position, operation, and corporate governance.

-36-

Note 1: Standard for the assessment of the independence of external auditors.

Article 47 of the Certified Public Accountants Act and Ethical Code of Conduct for Certified Public Accountants No.

10 have been consuslted for establishment:

10have been consuslted for establishment:
Items Result
1, There is no incident that the Company did not make
replacement for the last 7 years to the date of the last
certification .
■Yes □ No
2. No significant financial interestwith the the client. ■Yes□ No
3. Avoid anyunjustified relationwith the client. ■Yes□ No
4. The certified public accounants shall assure their staff and
asssitants to observe the code of honesty, fairness, and
independence.
■Yes □ No
5. No audit on the financial statements of the institution
which was the employer in the last 2 years before assuming
the duties as certifiedpublic accountant
■Yes □ No
6. Do not permit a third party to use your title of certified
public accountants.
■Yes □ No
7. No holding of the shares issued by the Company and its
affiliates.
■Yes □ No
8. No lender-borrower relation with the Company and its
affiliates.
■Yes □ No
9. No joint investment or shareing benefits with the
Companyor its affiliates.
■Yes □ No
10. No engagement in routine duties with payment of
regular salary with theCompanyor its affiliates.
■Yes □ No
11. No involvement in the function of decision-making with
theCompanyor its affiliates
■Yes □ No
12. No engagement in any other business that may hamper
the status of independence.
■Yes □ No
13. Not a spouse, next of kin, kindred through marriage or
within the 2nd tier of theCivilCode.
■Yes □ No
14. No acceptance of commission related to business. ■Yes□ No
15. No penalty or incident that affected the principle of
independence for the time being.
■Yes □ No
Assessment result:the findings from the aforementioned assessment indicated that the certified public accountants
meet the standard of independence and objectivity.

Note 2: Declaration of Deloitte Taiwan

  1. The establishment of Remuneration Committee by the Company, its organization, function,

-37-

and operation:

(1) Profile of the members of the Remuneration Committee

Identity Condition
Name
More than 5 years of work
experience
And the following professional
qualifications
More than 5 years of work
experience
And the following professional
qualifications
More than 5 years of work
experience
And the following professional
qualifications
Conformity to the status of independence (note) Conformity to the status of independence (note) Conformity to the status of independence (note) Conformity to the status of independence (note) Conformity to the status of independence (note) Conformity to the status of independence (note) Conformity to the status of independence (note) Conformity to the status of independence (note) Indepen
dent
Director
s of
other
public
compan
ies
Remar
ks

Lecturer
of public
and
private
universitie
s in
commerce
, law,
finance
and
banking,
accountin
g, or other
related
discipline
s required
by the
Company
in
business
operations
or higher
positions.


Professional
and technical
personnel
passing
national
examinations
with license
as court
judge, public
prosecutor,
accountant or
other areas of
specialization
required by
the Company
in business
operations.
Necessa
ry work
experien
ce in
commer
ce, legal
affairs,
finance
and
banking,
accounti
ng of
other
areas
required
by the
Compan
y in its
business
operatio
ns.


1
2 3 4 5 6 7 8
Others Wu
Ching-Su
ng
V V V V V V V V V 0 -
Others Liang
Yi-Hung
V V V V V V V V V 0 -
Others Kao
Chi-Chien

V
V V V V V V V V 3 -

Note: The members meet the following conditions two years prior to their assumption of office and during their term of office

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

  • (2) Not a Director or Supervisor of the Company or its affiliates except independent director of established a company by the Company or its parent company, subsidiary under this law or other applicable laws in the host countries.

  • (3) Not a shareholder of more than 1% of the outstanding shares of the Company by himself, spouse, underage children or under the name of a third party, or a natural person shareholder among the Top 10 shareholders.

  • (4) Not a spouse, relative within the 2nd tier under the Civil Code, or relative within the 3th tier of direct blood line under the Civil Code of the parties mentioned in the preceding 3 paragraphs.

  • (5) Not a Director, Supervisor, or employee of an institutional shareholding company directly holding more than 5% of the outstanding shares of the Company or a Director, Supervisor or employee of the Top 5 institutional shareholders.

  • (6) Not a Director, Supervisor, manager or shareholder holding more than 5% of the stakes in a particular company or entity with financial or business relationship with the Company.

  • (7) Not a proprietor, partner, Director, Supervisor, manager or spouse of the professional firm, sole proprietorship, partnership, company or business entity providing commercial, legal, financial or accounting services or consultation to the Company or its affiliates.

  • (8) Article 30 of the Company Act is not applicable.

-38-

  • (2) Information on the function of the Remuneration Committee

  • I. The Remuneration Committee of the Company consists of 3 members.

  • II. Tenure of the members for current term: 2017.6.19 ~ 2020.6.18

The Remuneration Committee has convened twice in the most recent period (A). The qualifications of the members and their attendance to the meetings of the committee is

shown below:

Title Name Attendance
in person (B)
Attended by
proxy
Attendance rate
(B/A)
Remark
Convener Wu
Ching-Sung
2 - 100%
Member Liang
Yi-Hung
2 - 100%
Members Kao
Chi-Chien
2 - 100%
Important notes:
I.
There is no recommendations from the Remuneration Committee being rejected
or revised by the Board of the Company.
II.
If there is any adverse opinion or qualified opinions on record or in a written
declaration on the resolutions of the Remuneration Committee, specify the date of
the meeting, the session, the content of the motions, the opinions of all members
and the responses to the opinions of the members: No.

-39-

Practice of corporate social responsibility

Items for evaluation State of implementation State of implementation State of implementation Variations from the
Corporate Social
Responsibility Best
Practice Principle for
TWSE/GTSM-listed
Companies and the
reasons
Yes No Summary
I.
Pursuit of
Corporate
Governance
(I)
Has the Company
instituted the policy
or system of
corporate social
responsibility with
a review on the
effectiveness of the
policy or system?
(II)
Has the Company
organized training
on corporate social
responsibility at
regular intervals?
(III)
Has the Company
established a
designated body on
a full-time
(part-time)basis for
the advocacy of
corporate social
responsibility
headed by a senior
officer with the
empowerment of
the Board and
accountable to the
Board on the
performance of its
duties?
(IV)If the remuneration

V
V
V
V
(I)
The Company has not yet
established the principles or
guidelines for corporate
social responsibility.
However, the Company will
continue to perform its
corporate social
responsibility.
(II) The Company has not yet
organized training in
corporate social
responsibility at regular
intervals. However, the
Company will continue to
perform its corporate social
responsibility.
(III) The Company has not yet
established a related
functional unit. However,
the Company will continue
to perform its corporate
social responsibility.
(IV)The remunerationpolicyof


(I) The Company will
establish such
functional unit as
needed.

-40-

Items for evaluation State of implementation State of implementation State of implementation Variations from the
Corporate Social
Responsibility Best
Practice Principle for
TWSE/GTSM-listed
Companies and the
reasons
Yes No Summary
policy of the
Company
reasonably made in
combination of the
employee
performance
evaluation system
and corporate
social
responsibility
policy, and a
system of clear-cut
rewards and
punishments in
place?
the Company has not yet
been combined with its
corporate social
responsibility policy.
However, the Company will
continue to perform its
corporate social
responsibility.
II.
Sustainability of the
environment
(I)
Has the Company
committed its
efforts in
improving the
efficient use of all
materials and used
recycled materials
to mitigate impact
on the
environment?
(II)
Has the Company
established an
environmental
management
system relevant to
the characteristics
of the industry?
(III)
Has the Company
paid attention to
the effects of
climate change on
its operation,and

V
V
V
(I) The Company has
commissioned a licensed
institution for the cleanup
of wastes to recycle and
refuse dumps.
(II) The Company has compiled
its labor safety and health
handbook and has made an
effort in the protection of
the work environment and
the natural environment
under the law.
(III) The Company has compiled
its labor safety and health
handbook and has made
efforts in the protection of
the workingenvironment


No difference.
No difference.
No difference.

-41-

Items for evaluation State of implementation State of implementation State of implementation Variations from the
Corporate Social
Responsibility Best
Practice Principle for
TWSE/GTSM-listed
Companies and the
reasons
Yes No Summary
conducted
inspections on the
emission of
greenhouse gas,
mapped out its
strategy of carbon
reduction and
reduced emission
of greenhouse
gases?
and the natural environment
under the law.
III. Social charity
(I)
Has the Company
established related
management
policies and
procedures in
accordance with
applicable laws and
the International
Convention on
Human Rights?
(II)
Has the Company
established the
mechanism and
channels for the
employees in filing
complaints and
proper handling
complaints from
the employees?
(III)
Has the Company
provided a safe and
healthy work
environment for the
employees, and
provided education
for the employees
on labor safety and
health at regular
intervals?



V
V
V
(I) The Company has
consulted applicable laws
and the International
Convention on Human
Right and has established
related policies and
procedures accordingly.
(II) The Company has
established the channels for
employees in filing
complaints and properly
responded to such
complaints.
(III) The Company has compiled
the labor safety and health
handbook and set up a
functional unit in charge of
labor safety and health. In
addition, education on labor
safety and health has been
arranged at regular
intervals.


No difference.
No difference.
No difference.

-42-

Items for evaluation State of implementation State of implementation State of implementation Variations from the
Corporate Social
Responsibility Best
Practice Principle for
TWSE/GTSM-listed
Companies and the
reasons
Yes No Summary
(IV)
Has the Company
developed the
function for routine
communication
with the
employees, and
notified the
employees of any
change in the
operation that may
cause significant
influence on the
employees?
(V)
Has the Company
established
programs for the
career development
and training of the
employees?
(VI)
Has the Company
established the
policies and
procedures for the
protection of the
rights of consumers
in the domains of
research and
development,
procurement,
production,
operation, and
service process?
(VII) Has the Company
complied with
applicable laws and
international
standards in the
marketing and
labeling of
products and




V
V
V
V
(IV) The Company has
organized routine
announcement to advocate
essential policies of the
Company and spared no
effort in hearing the voices
of the employees and
satisfying their needs at
workplace.
(V) The Company has
established programs for
the employees in career
development and training.
(VI) The Company has
established the policies and
procedures for the
protection of the rights of
consumers in the domains
of research and
development, procurement,
production, operation, and
service process.
(VII) The Company has
complied with applicable
laws and international
standards in the marketing
and labeling of products
and services.
No difference.
No difference.
No difference.
No difference.

-43-

Items for evaluation State of implementation State of implementation State of implementation Variations from the
Corporate Social
Responsibility Best
Practice Principle for
TWSE/GTSM-listed
Companies and the
reasons
Yes No Summary
services?
(VIII) Before engaging in
business
transactions with
suppliers, did the
Company evaluate
the suppliers on
any record of
impact on the
environment and
the society?
(IX)
Did the contracts
binding the
Company and
suppliers contain
clauses on the
discharge of
agreements at any
times if the
suppliers were
founded in defiance
of corporate social
responsibility
policy and has
significant impact
on the environment
and the society?

V
V
(VIII) Before engaging in
business transactions with
suppliers, the Company
evaluated the suppliers on
any record of impact on the
environment and the
society.
(IX) The contracts binding the
Company and major
suppliers contain clauses on
the discharge of agreements
at any times if the suppliers
were founded in defiance of
corporate social
responsibility policy and
has significant impact on
the environment and the
society.
No difference.
No difference.
IV.
Improvement of
disclosure
(I)
Has the Company
disclosed relevant
and reliable
information on
corporate social
responsibility at its
official website and
MOPS?
V (I) The Company has not yet
disclosed any information
on corporate social
responsibility.
The Company will
disclose such
information as needed.
V. If the Company has established the corporate social responsibility best practice principle in
accordance with the “Corporate Social Responsibility Best Practice Principle for
TWSE/GTSM-listed Companies”,specifythe status of implementation and the variation

V. If the Company has established the corporate social responsibility best practice principle in accordance with the “Corporate Social Responsibility Best Practice Principle for TWSE/GTSM-listed Companies”, specify the status of implementation and the variation

-44-

Items for evaluation State of implementation State of implementation State of implementation Variations from the
Corporate Social
Responsibility Best
Practice Principle for
TWSE/GTSM-listed
Companies and the
reasons
Yes No Summary
with theprinciple: No.
VI. Any other important information that may help to understand the performance of corporate
social responsibility.
(I) The Company has commissioned a designated institution for the cleanup of dumps,
containers, and recycling, and spared no effort in companywide environmental
protection.
(II) The Company makes regular donations to the local town office and the fire service and
police as feedback to society. The Company has also established the Anderson
Education Foundation for making regulate donations to help the social vulnerable
groups, organized perpetual events for education purpose so as to create a natural and
free living environment for the handicapped with a blue sky and green land and a life
of dignity. This is the manifestation of our corporate social responsibility.
(III) The Foundation has organized rehabilitation programs through horticulture to help
people alleviate the barrier internal to them through the power of nature and plants.
(IV) The Foundation has organized a course for traditional drumming, and invited the Blue
Star Boy Scouts Group to practice and drill at the Lin Kou Farm of the Foundation.
(V) The Foundation has organized events at Blue Star Sports Park for helping people in
managing interpersonal relations and adaptation to the society, development of
personal potentials and confidence, and upgrade sports skills and recreation.
(VI) The Company has taken group insurance for the protection of the employees, and has
compiled a labor safety and health handbook, established a designated body for the
management of labor, health and safety with routine educational programs on safety
and health.
(VII) The Company has organized the “ 2017 Hou Long Cup Road Running for Charity”
event on April 30 2017. This aimed at the promotion of sports and tourism. In addition,
the Company appropriated 10% of the registration fee for the schools in Hou Long for
the development of sports and as saving for the schools to help the students of social
vulnerable groups in schooling. This made road running more meaningful and
embracing.
VII. If the corporate social responsibility report of the Company has been accredited by
concerned institutions, specify the details:
The Company has been accredited with ISO-9001 and AMTRI, safety directive of CE for
machineryimported to EU.
  • VI. Any other important information that may help to understand the performance of corporate social responsibility.

  • (I) The Company has commissioned a designated institution for the cleanup of dumps, containers, and recycling, and spared no effort in companywide environmental protection.

  • (II) The Company makes regular donations to the local town office and the fire service and police as feedback to society. The Company has also established the Anderson Education Foundation for making regulate donations to help the social vulnerable groups, organized perpetual events for education purpose so as to create a natural and free living environment for the handicapped with a blue sky and green land and a life of dignity. This is the manifestation of our corporate social responsibility.

  • (III) The Foundation has organized rehabilitation programs through horticulture to help people alleviate the barrier internal to them through the power of nature and plants.

  • (IV) The Foundation has organized a course for traditional drumming, and invited the Blue Star Boy Scouts Group to practice and drill at the Lin Kou Farm of the Foundation.

  • (V) The Foundation has organized events at Blue Star Sports Park for helping people in managing interpersonal relations and adaptation to the society, development of personal potentials and confidence, and upgrade sports skills and recreation.

  • (VI) The Company has taken group insurance for the protection of the employees, and has compiled a labor safety and health handbook, established a designated body for the management of labor, health and safety with routine educational programs on safety and health.

  • (VII) The Company has organized the “ 2017 Hou Long Cup Road Running for Charity” event on April 30 2017. This aimed at the promotion of sports and tourism. In addition, the Company appropriated 10% of the registration fee for the schools in Hou Long for the development of sports and as saving for the schools to help the students of social vulnerable groups in schooling. This made road running more meaningful and embracing.

VII. If the corporate social responsibility report of the Company has been accredited by concerned institutions, specify the details: The Company has been accredited with ISO-9001 and AMTRI, safety directive of CE for machinery imported to EU.

-45-

6. Pursuit of ethical corporate management.

Items for evaluation Pursuit Pursuit Pursuit Variations with the
Ethical Corporate
Management Best
Practice Principle
for TWSE/
GTSM-listed
Companies, and the
reason
Yes No Summary
I.
The establishment of ethical
corporate management policy and
procedures
(I)
Has the Company explicitly stated
its ethical corporate management
policy and practices in its internal
code and external documents, and
the Board and the management of
the Company has made positive
effort for fulfilling the commitment
to ethical corporate management?
(II)
Has the Company mapped out the
policy for the prevention of
unethical practices with the
specification of the operating
procedure, code of conduct,
punishment and complaint systems
in the policy with the proper
pursuit of the policy?
(III)
Has the Company taken
precautions to govern business
activities under the high risk of
unethical practices as stated in
Article 7, Paragraph 2 of the
“Ethical Corporate Management
Best Practice Principle for
TWSE/GTSM-listed Companies”
or within its scope of operation?

V
V
V
(I)
The Board of the
Company has resolved
to establish the “Ethical
Corporate Management
Best Practice Principle”
whereby Directors,
managers, and
employees shall duly
observe applicable
laws. This regulation
has been posted at
MOPS and the official
website of the
Company.
(II)
The Board of the
Company resolved to
establish the “Ethical
Corporate Management
Best Practice Principle”
and the “Code of
Conduct”, which have
been posted at MOPS
and the official website
of the Company.
(III)
The Company has
taken pre-cautions to
govern business
activities under high
risk of unethical
practices as stated in
Article 7, Paragraph 2
of the “Ethical
Corporate Management



No difference.
No difference.
No difference.

-46-

Items for evaluation Pursuit Pursuit Pursuit Variations with the
Ethical Corporate
Management Best
Practice Principle
for TWSE/
GTSM-listed
Companies, and the
reason
Yes No Summary
Best Practice Principle
for
TWSE/GTSM-listed
Companies” or within
its scope of operations
through the
establishment of the
“Ethical Corporate
Management Best
Practice Principle” and
code of conduct.
II.
Implementation of ethical corporate
management
(I)
Has the Company evaluated the
business partners on their record of
business integrity, and has
explicitly stated the clause of
ethical corporate management in
the agreements binding the
Company and its business
partners?
(II)
Has the Company established a
full-time (part-time) designated
body under the Board for the
advocacy of ethical corporate
management with routine report to
the Board of the status of
implementation?
(III)
Has the Company mapped out the
policy for the avoidance of conflict
of interest and established the
channels for expression and
properly implemented such
systems?

V
V
V
(I)
The Company has
evaluated the business
partners on their record
of business integrity,
and has explicitly stated
the clause of ethical
corporate management
in the agreements
binding the Company
and its business
partners.
(II)
HR Department of the
Company is the
designated part-time
body under the Board
for the advocacy of
ethical corporate
management.
(III)
The Board of the
Company resolved to
establish the “Ethical
Corporate Management
Best Practice Principle”
for the avoidance of


No difference.
No difference.
No difference.

-47-

Items for evaluation Pursuit Pursuit Pursuit Variations with the
Ethical Corporate
Management Best
Practice Principle
for TWSE/
GTSM-listed
Companies, and the
reason
Yes No Summary
(IV)
Has the Company established an
effective accounting system and
internal control system for the
proper performance of ethical
corporate management with
routinize examinations by internal
auditors or external auditors from
CPA firms?
(V)
Has the Company organized
internal and/or external training on
ethical corporate management at
regular intervals?
V V conflict of interest and
established the
channels for
expression, and
properly implemented
such systems.
(IV)
The Board of the
Company resolved to
establish the “Ethical
Corporate Management
Best Practice Principle”
and effective
accounting system and
internal control system
for the proper
performance of ethical
corporate management
with routinize
examination by internal
auditors and external
auditors from CPA
firms.
(V)
The Company has not
yet organized internal
and/or external training
on ethical corporate
management at regular
intervals.

No difference.
The Company will
establish such
functions as
needed.
III.
The reporting of unethical practice
in the Company
(I)
Has the Company established the
system for reporting of unethical
practices with reward, and
channels for the convenience of
reporting, and has appointed
designated personnel for the
investigation of the persons being
reported?
V (I)
The Board of the
Company has resolved
to establish the “Ethical
Corporate Management
Best Practice Principle”
and established the
system for reporting of
unethicalpractices with



No difference.

-48-

Items for evaluation Pursuit Pursuit Pursuit Variations with the
Ethical Corporate
Management Best
Practice Principle
for TWSE/
GTSM-listed
Companies, and the
reason
Yes No Summary
(II)
Has the Company established the
standard operating procedure for
processing reports and related
confidentiality in the operations?
(III)
Has the Company taken any
measures for the protection of the
informants from improper
treatment?
V
V
reward, and channels
for the convenience of
reporting, and has
appointed designated
personnel for the
investigation of the
persons being reported.
(II)
The Board of the
Company resolved to
establish the “Ethical
Corporate Management
Best Practice Principle”
and established the
standard operating
procedure for
processing reports and
related to
confidentiality in the
operations.
(III)
The Board of the
Company has resolved
to establish the “Ethical
Corporate Management
Best Practice Principle”
and taken measures for
the protection of the
informants from
improper treatment.



No difference.
No difference
IV.
Improvement of disclosure
(I)
Has the Company disclosed the
contents of its ethical corporate
management practices and the
effects of its implementation at its
official website and MOPS?
V (I)
The Company has
disclosed the content of
its ethical corporate
management practice
and but not yet on the
effect of
implementation at its
official website and
MOPS.
The Company will
disclose the effects
of implementation
as needed.

-49-

Items for evaluation Pursuit Pursuit Pursuit Variations with the
Ethical Corporate
Management Best
Practice Principle
for TWSE/
GTSM-listed
Companies, and the
reason
Yes No Summary
V.
If the Company has established its Ethical Corporate Management Best Practice Principle in
accordance with the “Ethical Corporate Management Best Practice Principle for
TWSE/GTSM-listed Companies”, specify the state of pursuit and variations from the principle: no
difference.
VI.
Any other essential information that helps to understand the performance of ethical corporate
management: (such as the routine review and revision of the Ethical Corporate Management Best
Practice Principle).
(I)
The Company duly observes the Company Act, Securities and Exchange Act, Business
Entities Accounting Act, other applicable laws governing TWSE/GTSM-listed companies as
the foundation for the performance of ethical corporate management.
(II) The Company has established the system for the avoidance of the conflict of interest for the
Directors in the “Parliamentary Procedure of the Board”. If specific motion is related to the
interest of specific director, such director shall be excused from the motions for the avoidance
of the conflict of interest.
  • The Company duly observes the Company Act, Securities and Exchange Act, Business Entities Accounting Act, other applicable laws governing TWSE/GTSM-listed companies as the foundation for the performance of ethical corporate management.

  • (II) The Company has established the system for the avoidance of the conflict of interest for the Directors in the “Parliamentary Procedure of the Board”. If specific motion is related to the interest of specific director, such director shall be excused from the motions for the avoidance of the conflict of interest.

  • The inquiry of the Ethical Corporate Management Best Practice Principle and related rules and regulations: the Company has established the Ethical Corporate Management Best Practice Principle containing 48 articles and accessible through the following path of the website specified below: Home pageInvestors and corporate social responsibility Articles of Incorporation and operating procedures Ethical Corporate Management Best Practice Principle at http://www.anderson.com.tw/responsibility.asp for the reference of shareholders.

  • other essential information that helps to understand the performance of ethical corporate management: No.

-50-

  1. The pursuit of internal control system

  2. (1) Declaration of Internal Control

-51-

Anderson Group Declaration of Internal Control System Date: March 31 2017

We have conducted internal audits in accordance with its Internal Control Regulation covering the period from January 1 to December 31 2016, and hereby declares as follows.

I. The company acknowledges and understands that, the establishment, enforcement and preservation of internal control system is the responsibility of the Board and the managers, and that the company has already established such system. The purpose it to reasonably ensure the effectivity and efficiency of operation (including profitability, performance and security of assets), the reliability of financial reporting and the compliance with relevant legal rules.

II. There is limitation inherent to internal control system, no matter how perfect the design. As such, an effective internal control system may only reasonably ensure the achievement of the aforementioned goals. Further, the operating environment and situation may vary and hence the effectiveness of the internal controls system. The internal control system of the company features the self-monitoring mechanism. Once identified, any shortcoming will be corrected immediately.

III. The company judges the effectiveness of the internal control system in design and enforcement in accordance with the “Criteria for the Establishment of Internal Control System of Public Offering Companies” (hereinafter referred to as “the Criteria”). The Criteria is instituted for judging the effectiveness of the design and enforcement of internal control system. There are five components of effective internal control as specified in the Criteria with which the procedure for effective internal control are composed by five elements, namely, 1.control environment, 2. Risk Evaluation, 3. Control Operation, 4. Information and Communication, and 5. Monitoring. Each of the elements in turn contains certain audit items, and shall be referred to the Criteria for detail.

IV. The company has adopted the aforementioned internal control system for internal audit on the effectiveness of the design and enforcement of the internal control system.

V. Basing on the aforementioned audit findings, the company holds that it has reasonably preserved the achievement of the aforementioned goals within the aforementioned period of internal control and as of December 31 2016 (including the monitoring over the subsidiaries), including the effectiveness and efficiency in operation, reliability in financial reporting and compliance with relevant legal rules, and that the design and enforcement of internal control are effective.

VI. This statement of declaration shall form an integral part of the annual report and prospectus on the company and will be announced. If there is any fraud, concealment or unlawful practice discovered in the contents of the aforementioned information, the company shall be liable for legal consequences under Article 20, Article 32, Article 171 and Article 174 of the Securities and Exchanges Act.

VII. This statement of declaration has been approved by the Board on March 31 2017 with the presence of 6 directors of whom none holds an adverse opinion and expressed common consent on the contents of this statement.

Anderson Group Chairman: Johnny Liao (sd) General Manager: Simon Lin

-52-

(2) Disclose the Auditor’s Report if a certified public accountant is retained to conduct internal audit: no.

  1. The Company and its personnel punished by law, the penalty of Company and its personnel for acting in defiance of the internal control system, major defects and state of corrective action in the most recent year (2016) to the date this report was printed: No.

  2. Major resolutions of the General Meeting of Shareholders and the Board in the most recent year (2016) to the date this report was printed.

(1) General Meeting of Shareholders

Date of
meeting
Summary of major motions. Resolutions State of implementation
2016.06.06 1. Ratification of the
Operation Highlight and
financial statements in
2015.
2. Appropriation for
write-off carryforward
losses.
3. Amendment to the
“Articles of
Incorporation” in part.
4. Proposal for
appropriation of
additional paid-in capital
for payment of cash
dividends.
Passed by all
shareholders in session
in common consent.
Passed as proposed by
all shareholders in
session in common
consent
Passed as proposed by
all shareholders in
session in common
consent
Passed as proposed by
all shareholders in
session in common
consent
Acted in accordance with
the resolved operating
procedures.
Acted in accordance with
the resolved operating
procedures.
Acted in accordance with
the resolved operating
procedures.
The dividend day is set on
July 3 2016 with cash
dividends paid in July.

(2) The Board

Date of
meeting
Summary of major motions Resolutions
2016.05.10 1. The motion on the institution of “Regulation
Governing
Financial
Transaction
Among
the
Affiliates”.
2. The motion of endorsement/guarantee of indirect
subsidiary
of
Monforts
CNC
Werkzeugmaschinentechnik GmbH.
3. The motion on the liquidation of subsidiary Digital
Photonics.
4. The motion on the liquidation of subsidiary Anderson
Industrial(HongKong)Ltd.
Passed
as
proposed by all
Directors
in
session in common
consent.
2016.06.06 1. Determination of the dividend day paid in cash from
additionalpaid-in capital and the dayof release.
Passed
as
proposed byall

-53-

Date of
meeting
Summary of major motions Resolutions
2. The purchase of land and plant in the USA.
3. Changes in the acting spokesman of the Company.
4. Changes in the Chief Internal Auditor of the Company.
5. Cancellation of Guarantee/Endorsement in favor of
indirect subsidiary Monforts CNC
Werkzeugmaschinentechnik GmbH.
6. Financing to indirect subsidiary Monforts CNC
WerkzeugmaschinentechnikGmbH
Directors
in
session in common
consent.
The
motion was passed
as proposed by all
shareholders
in
session in common
consent.
2016.06.22 1. Disposition of the equity shares of Parpro Quality Inc.
in whole.
Chairman Johnny
Liao and Director
Hsu Shan-Ko are
Directors of Pilot
Electronics, while
Johnny Liao is the
deputy agent of
Yun
Yung
Investment. They
are excused from
participation in the
motion
for
the
avoidance
of
a
conflict of interest.
The motion was
passed as proposed
by all shareholders
in
session
in
common consent.
2016.08.15 1. Donation to Anderson Education Foundation
2. Reshuffle of the managers in the Company and the
appointment of consultants.
3. The institution of internal control system for the
Company – “Other Operation Control”, “Procedure for
Implementation of Internal Audit”, “Procedure for
Self-Assessment of Internal Control”, “Regulation
Governing Liability Commitment and Contingency”,
and
“Regulation
Governing
Financial
and
Non-Financial Information”.
4. The amendment to the “Corporate Social Responsibility
Best Practice Principle” of the Company.
Motion
No.
1:
Simon Lin is a
Director
of
the
Foundation. Wang
Chan-Hsiung
is
the CEO of the
Foundation. They
are excused from
the participation in
the motion for the
avoidance of the
conflict of interest.
The motion was
passed as proposed
byall shareholders

-54-

Date of
meeting
Summary of major motions Resolutions
in
session
in
common consent.
2016.11.11 1. Amendment to the “Ethical Corporate Management
Best Practice Principle” of the Company.
2. Amendment to the “Regulation Governing Financial
and Business Transactions Among Affiliates” of the
Company.
3. Revision of the internal control system and the
regulation governing the operation.
4. Internal Audit Plan for 2017.
Passed
as
proposed by all
Directors
in
session in common
consent.
2016.12.08 1. Operation Plan for 2017 Passed
as
proposed by all
Directors
in
session in common
consent.
2017.02.10 1. The remuneration and year-end bonus to the managers
and employees of the Company.
2. Amendment to the “Articles of Incorporation” of the
Company in part.
3. Amendment to the “Parliamentary Procedure of
General Meeting of Shareholders” in part.
4. Amendment to the “Procedure for Loaning of Funds”
of the Company in part.
5. Amendment to the “Regulation Governing Specimen
Seal”
and
“Regulation
Governing
Financial
Instruments”.
6. Acquisition of the assets from Matec Machinenbau
GmbH of Germany.
Motion
No.
1:
Director
Simon
Lin is a recipient
of
the
aforementioned
remuneration and
was excused from
participation in the
motion to avoid a
conflict of interest.
The motion was
passed as proposed
by all shareholders
in
session
in
common consent.
2017.03.28 1. Appropriation of Remuneration to employees and
Directors and Supervisor in 2016.
2. Ratification of the separate financial statements in
2016.
3. Ratification of the consolidated financial statements
and operation highlight of 2016.
4. Distribution of earnings in 2016.
5. Distribution of additional paid-in capital as cash
Motion No. 18:
Director
Wang
Chan-Hsiung
is
the CEO of the
Foundation
and
was excused from
the participation in
the
motion
to
avoid the conflict
of
interest.
The

-55-

Date of
meeting
Summary of major motions Resolutions
dividend.
6. Self-Assessment in internal audit of 2016.
7. Amendment to the “Regulation Governing Salary
Payment to Directors and Supervisors” in part.
8. Calling for the General Meeting of Shareholders in
2017.
9. Election of Directors, Independent Directors, and
Supervisors.
10. Removal of non-competition requirements for the
newly elected Directors (including Independent
Directors) and their representatives.
11. Financing to subsidiary SOGOTEC.
12. Amendment to the motion for the acquisition of
assets from Matec Machinenbau GmbH of
Germany and related use of funds.
13. Financing to subsidiary Anderson Europe GmbH
14. Guarantee/endorsement
in
favor
of
indirect
subsidiary MATEC GmbH.
15. Amendment to the “Procedure for Acquisition and
Disposition of Assets” in part.
16. The amount of year-end bonus actually released to
the managers in 2016.
17. Remuneration to the managers of subsidiary
SOGOTEC.
18. Donation to Anderson Education Foundation.
motion was passed
as proposed by all
shareholders
in
session in common
consent.
2017.03.31 1. Appropriation of remuneration to the employees and
Directors and Supervisors in 2016.
2. Ratification of separate financial statements in 2016.
3. Ratification of the consolidated financial statements
and operation highlight of 2016.
4. Distribution of earnings in 2016.
5. Distribution of additional paid-in capital as cash
dividend.
6. Self-Assessment in internal audit of 2016.
7. Institution of the “Regulation Governing the Criteria
and Procedure for the Nomination of Independent
Directors” of the Company.
8. Supplementary notes to the nomination of Independent
Directors of the Company.
Passed
as
proposed by all
Directors
in
session in common
consent.
2017.04.07 1. Financingto indirect subsidiaryMATEC GmbH. Passed
as

-56-

Date of
meeting
Summary of major motions Resolutions
proposed by all
Directors
in
session in common
consent.
  1. Adverse opinions of the Directors or Supervisors on major resolutions of the Board on record or in written declaration in the most recent year (2016) to the date this report was printed and the summary of the opinion: No.

  2. Resignation or relief of Chairman, General Manager, chief accounting officer, chief financial officer, chief internal auditor and chief R&D officer of the Company in the most recent year (2016) to the date this report was printed:

2017.04.21
Title Name Date of office Date of relief
from office
Reason of resignation or relief
Chief
Strategic
Officer
Steve Sheng 19920803 20160630 Retired
Asst Vice
President
Liu Chia-Hsun 20140901 20170217 Resigned for personal career
planning

IV. Information on service charge for the CPAs

Unit: NTD1,000

Name
of CPA
firm

CPA
Name
Auditin
g fee
Non-auditing fee Non-auditing fee Non-auditing fee Examinatio
n period
Remark
Syste
m
design
Business
registratio
n
Human
Resource
s
Other
s
Subtota
l
Deloitt
e
Taiwan
Fan
You-Wei
, Tai
Hsin-We
i
NTD
3,800
- - - NTD
50
NTD
50
20160101~
20161231
The
others
are
written
opinion
s on the
stock
price
and the
advance
.
  1. If the payment for service charge to the CPAs and CPA firms retained for financial auditing and certification for non-auditing service accounted for more than one-quarter of the service

-57-

charge for auditing service: the service charge for non-auditing service of the Company accounted for 36.57% of the service charge for auditing service.

  1. If the payment to the CPA firm for auditing service is less after the replacement of a CPA firm, explain the amount of payment before and after replacement, and the reason for the change: not applicable.

  2. The service charge for auditing service is less than the previous year by more than 15%: not applicable.

V. Information on replacement of external auditors

Not applicable.

VI. The Chairman, General Manager, Vice President or managers in accounting affairs have been employed by the CPA firm retained for auditing or certification service or by its affiliates in the most recent year: No.

VII. Transfer of shares or pledge of shares under lien by Directors, Supervisors, managers,

and shareholders holding more than 10% of the Company shares

  1. Transfer of shares by Directors, Supervisors, managers, and major shareholders
title Name 2016 2016 2017 to April 21 2017 to April 21
Quantity of
shareholding
Change
Quantity of
shares under
lien
Change
Quantity of
shareholding
Change
Quantity of shares
under lien
Change
Chairman JohnnyLiao - - - -
Director Yun Yung
Investment Co., Ltd.
Representative:
Simon Lin
- - - -
Director Hsu Shan-Ko - - - -
Director Ko Chang-Chu - - - -
Director and
Chief Strategic
Officer
Steve Sheng - - 120,000 -
Director Lee Chang-Feng - - - -
Director WangChan-Hsiung - - - -
Supervisor Chu Yung-Ta 6,000 - 186,000 -
Supervisor Lee Huei-Chin - - - -
General Manager Simon Lin - - - -
General Manager
in Greater China
Speed Lin - - - -
Vice President TommyLee - - - -
Chief Financial
Officer
Daphne Huang - - - -
Chief Financial
Officer in
Europe and
America
Angela Wang - - - -
Asst Vice
President
Jim Liu - - - -
Asst Vice
President
Herman Tsui - - - -
Shareholders Pilot Electronics - - - -

-58-

holding more
than 10% of the
stakes
Corporation
  1. The counterparty of share transfer is a related party: No.

  2. The lien holder of shares pledged is a related party: No.

-59-

VIII. Shareholders among the top 10 by shareholding, and information of the relation among these shareholders

2017.04.21

2017.04.21
Name
(Note 1)
Self
Quantity of shareholdings
Spouse and underage
children
Quantity of shareholdings
Shareholdings under the
name of a third party in
totality
Quantity of shareholding
The top 10 shareholders are
related to one another as a
related party, spouse, relative
within the 2nd tier under the
Civil, the names and relation.
(Note 3)
Remarks
Quantity of
shares
Proportion of
shareholdings

Quantity
of shares
Proportion of
shareholdings

Quantity
of shares
Proportion of
shareholdings

Title ( or
name)
Relation
Pilot Electronics
Corporation
Representative: Johnny
Liao
24,000,000
13.33%

-

-

-

-

Johnny Liao
Deputy agent
Yun Yung Investment
Co., Ltd.
Representative: Johnny
Liao
20,000,000 11.11% - - - - Johnny Liao Deputy agent
Tzer Ming Investment
Co., Ltd.
Representative: Hsieh
Chi-Jen
8,758,454 4.87% - - - - No No
Huang Yuan 8,070,536 4.48% - - - - Wang
Ying-Chia
Mother and
daughter
Wang
Hsuan-Fu
Mother and
son
Wang
Wei-Lung
Mother and
son
Huang Yu-Yun 4,250,590 2.36% - - - -
No
No
Yang Yue-Hua 3,516,481 1.95% - - - - No No
Anderson Group
Representative: Johnny
Liao
3,669,000 2.04% - - - - Johnny Liao Deputy agent Note 4
Wang Ying-Chia 2,314,183 1.29% - - - - Huang Yuan Mother and
daughter
Wang
Hsuan-Fu
Brother and
sister
Wang
Wei-Lung
Brother and
sister
Pai Deh Investment Co.,
Ltd.
Representative: Johnny
Liao
2,350,000 1.31% - - - - Johnny Liao Deputy agent
Wang Hsuan-Fu 2,254,582 1.25% - - - - Huang Yuan Mother and

-60-

son
Wang
Ying-Chia
Brother and
sister
Wang
Wei-Lung
Brothers
Wang Wei-Lung 2,149,098 1.19% - - - - Huang Yuan Mother and
son
Wang
Ying-Chia
Brother and
sister
Wang
Hsuan-Fu
Brothers

Note 1: List out the top 10 shareholders. For institutional shareholders, provide the institutional name and the name of the representative separately.

Note 2: The calculation of the proportion of shareholders shall include the holding by the person himself, the spouse, underage children and under the name of the third party in total .

Note 3: the aforementioned shareholders for disclosure shall include institutional shareholders and natural persons. The relationships of these shareholders shall be disclosed in accordance with the Criteria for Compilation of Financial Statements by Securities Issuers.

Note 4: Shares of the Company re-purchased under the law are planned for assignment to employees in the future.

-61-

IX. The holding of shares by a particular investee in enterprises directly or indirectly controlled by the Company, the Directors, Supervisors, Managers of the Company, and the holding in total

2017.04.21
Unit: 1,000 shares
Investees (Note 1) Invested by the Company Direct or indirect investments of the
Directors, Supervisors or directly
or indirectlycontrolled by
Overall investments
Quantity of
shares
Proportion of
shareholdings
Quantity of
shares
Proportion of
shareholdings
Quantity of
shares
Proportion of
shareholdings
Anderson HongKong 300 100% - - 300 100%
AndersonGermany Note 2 100% - - Note 2 100%
Anderson America Corporation 1 100% - - 1 100%
ZhongDeh Industrial Co.,Ltd. Note 2 100% - - Note 2 100%
You Deh Machinery Note 2 100% - - Note 2 100%
ShengDeh Investment 22,000 100% - - 22,000 100%
SOGOTEC 10,595 70.63% 4,292 28.62% 14,887 99.25%
Anderson Merchandise
Corporation
5,000 100% - - 5,000 100%
Vertie Corporation Note 2 - Note 2 50% Note 2 50%
Giben Holdings Co.Ltd.(BVI) 10 100% - - 10 100%
Giben Holdings Co. Ltd.(SAMOA) 10 100% - - 10 100%
Giben America, Inc. - - Note 2 100% Note 2 100%
Giben do Brasil Maquinas e
Equipamentos Ltd.
- - Note 2 100% Note 2 100%
Chengdu Zhongde - - Note 2 67% Note 2 67%
A. Monforts Werkzeugmaschinen
GmbH & Co. KG(Monforts GmbH)
Note 2 - Note 2 100% Note 2 100%
SOGOTEC Shanghai Note 2 - Note 2 100% Note 2 100%
MATEC GmbH Note 2 - Note 2 100% Note 2 100%

Note 1: Investments of the Company accounted for under the equity method. Note 2: limited liability company

-62-

FOUR. Status of capital

I. Capital and shares

1. Source of capital

(1) Outstanding shares

Unit: NTD; share

YYY
Y
MM
Offering
Price
(face
value)
Authorized capital Authorized capital Paid-in capital Paid-in capital Remark Remark

Quantity of
shares
Amount Quantity of
shares
Amount Source of capital Investme
nts in
considerat
ion of
other
properties
in lieu of
cash
Others
1993.
12
10 12,100,000 121,000,000 12,100,000 121,000,000 Capital raised in
combination of
NTD 53,000,000
into new shares
- -
1994.
03
10 14,047,000 140,470,000 14,047,000 140,470,000 Raising capital of
NTD 19,470,000
by offering new
shares
- -
1994.
09
10 17,047,000 170,470,000 17,047,000 170,470,000 Raising capital of
NTD 30,000,000
by offering new
shares
- -
1995.
06
10 18,726,000 187,260,000 18,726,000 187,260,000 Raising capital of
NTD16,790,000
by offering new
shares
- -
1996.
03
10 19,650,000 196,500,000 19,650,000 196,500,000 Raising capital of
NTD9,240,000 by
offering new
shares
- -
1996.
06
10 26,650,000 266,500,000 26,650,000 266,500,000 Raising capital of
NTD70,000,000
by offering new
shares
- -
1997.
07
10 35,000,000 350,000,000 31,000,000 310,000,000 Capitalization of
retained earnings
of
NTD35,505,000
into new shares
Capitalization of
additional paid-in
capital of
NTD7,995,000
into new shares
- -

-63-

YYY
Y
MM
Offering
Price
(face
value)
Authorized capital Authorized capital Paid-in capital Paid-in capital Remark Remark

Quantity of
shares
Amount Quantity of
shares
Amount Source of capital Investme
nts in
considerat
ion of
other
properties
in lieu of
cash
Others
1998.
07
10 70,000,000 700,000,000 47,500,000 475,000,000 Capitalization of
retained earnings
of
NTD34,000,000
into new shares
Capitalization of
additional paid-in
capital of
NTD31,000,000
into new shares
Raising capital of
NTD 100,000,000
by offering new
shares

-
Note 1
1999.
09
10 70,000,000 700,000,000 54,900,000 549,000,000 Capitalization of
retained earnings
of
NTD17,000,000
and Capitalization
of additional
paid-in capital of
NTD57,000,000
into new shares

-
Note 2
1999.
12
10 70,000,000 700,000,000 61,900,000 619,000,000 Raising capital of
NTD70,000,000
by offering new
shares
70,000,000
- Note 3
2000.
12
10 71,900,000 719,000,000 71,900,000 719,000,000 Capitalization of
retained earnings
of
NTD44,290,000
into new shares
Capitalization of
additional paid-in
capital of
NTD55,710,000
into new shares
- Note 4
2001.
08
10 120,000,000 1,200,000,000 80,000,000 800,000,000 Capitalization of
retained earnings
of
NTD16,290,000
into new shares
Capitalization of
additional paid-in
capital of
NTD64,710,000
into new shares
- Note 5
2002.
11
10 120,000,000 1,200,000,000 82,000,000 820,000,000 Capitalization of
additional paid-in
capital of NTD
20,000,000 into
new shares
- Note 6

-64-

YYY
Y
MM
Offering
Price
(face
value)
Authorized capital Authorized capital Paid-in capital Paid-in capital Remark Remark

Quantity of
shares
Amount Quantity of
shares
Amount Source of capital Investme
nts in
considerat
ion of
other
properties
in lieu of
cash
Others
2003.
04
10 120,000,000 1,200,000,000 78,000,000 780,000,000 Cancellation of
treasury shares
amounting to
NTD40,000,000
- Note 7
2003.
08
10 120,000,000 1,200,000,000 74,200,000 742,000,000 Cancellation of
treasury shares
amounting to
NTD38,000,000
- Note 8
2004.
06
10 160,000,000 1,600,000,000 74,200,000 742,000,000 Addition of
authorized capital
of
NTD400,000,000
- Note 9
2005.
06
10 120,000,000 1,200,000,000 74,200,000 742,000,000 Reduced
authorized capital
of
NTD400,000,000
- Note 10
2005.
08
10 120,000,000 1,200,000,000 76,200,000 762,000,000 Capitalization of
retained earnings
of NTD
12,580,000 into
new shares
Capitalization of
additional paid-in
capital of
NTD7,420,000
into new shares
- Note 11
2006.
01
2006.
04
10 120,000,000 1,200,000,000 89,492,348 894,923,480 Addition of
NTD132,923,480
from conversion
of overseas
convertible bond
- Note 12
2006.
10
10 150,000,000 1,500,000,000 96,000,000 960,000,000 Capitalization of
retained earnings
of
NTD48,967,890
into new shares
Capitalization of
additional paid-in
capital of
NTD16,108,630
into new shares
- Note 13
2007.
09
10 150,000,000 1,500,000,000 120,000,000 1,200,000,000 Capitalization of
retained earnings
of
NTD40,000,000
into new shares
Raising capital of
NTD 200,000,000
by offering new
shares

-
Note 14

-65-

YYY
Y
MM
Offering
Price
(face
value)
Authorized capital Authorized capital Paid-in capital Paid-in capital Remark Remark

Quantity of
shares
Amount Quantity of
shares
Amount Source of capital Investme
nts in
considerat
ion of
other
properties
in lieu of
cash
Others
2008.
01
~
2008.
07
10 150,000,000 1,500,000,000 120,968,206 1,209,682,060 Addition of
NTD9,682,060
from conversion
of domestic
convertible bond

-
Note 15
2008.
09
10 200,000,000 2,000,000,000 127,068,206 1,270,682,060 Capitalization of
retained earnings
of
NTD61,000,000
into new shares
- Note 16
2008.
10
10 200,000,000 2,000,000,000 115,068,206 1,150,682,060 Cancellation of
treasury shares
amounting to
NTD120,000,000
- Note 17
2009.
09
10 200,000,000 2,000,000,000 117,568,206 1,175,682,060 Capitalization of
additional paid-in
capital of
NTD25,000,000
into new shares
- Note 18
2010.
01
10 200,000,000 2,000,000,000 117,811,448 1,178,114,480 Addition of
NTD2,432,420
from conversion
of domestic
convertible bond
- Note 19
2010.
09
10 200,000,000 2,000,000,000 120,117,677 1,201,176,770 Capitalization of
additional paid-in
capital of
NTD23,062,290
into new shares
- Note 20
2011.0
1
~
2011.0
7
10 200,000,000 2,000,000,000 134,082,897 1,340,828,970 Addition of
NTD139,652,200
from conversion
of domestic
convertible bond
- Note 21
2011.0
9
10 200,000,000 2,000,000,000 137,082,897 1,370,828,970 Capitalization of
additional paid-in
capital of
NTD30,000,000
into new shares
- Note 22
2011.1
0
10 200,000,000 2,000,000,000 142,694,498 1,426,944,980 Addition of
NTD56,116,010
from conversion
of domestic
convertible bond
- Note 23

-66-

YYY
Y
MM
Offering
Price
(face
value)
Authorized capital Authorized capital Paid-in capital Paid-in capital Remark Remark

Quantity of
shares
Amount Quantity of
shares
Amount Source of capital Investme
nts in
considerat
ion of
other
properties
in lieu of
cash
Others
2012.0
1
10 200,000,000 2,000,000,000 140,918,754 1,409,187,540 Cancellation of
treasury shares
amounting to
NTD30,220,000
Addition of
NTD12,462,560
from conversion
of domestic
convertible bond
- Note 24
2012.1
0
10 200,000,000 2,000,000,000 147,000,000 1,470,000,000 Capitalization of
retained earnings
of
NTD60,812,460
into new shares
- Note 25
2015.4
10
200,000000 2,000,000,000 180,000,000 1,800,000,000 Raising capital by
issuing new shares
330,000,000

-
Note 26

-67-

  • Note 1: The capitalization of retained earnings of NTD34,000,000, capitalization of additional paid-in capital of NTD31,000,000 and raising capital of NTD100,000,000 by offering new shares for this instance were made at the recognition of Securities and Futures Commission of Ministry of Finance under (1998)Tai-Cai-Zheng (I) No.56582 dated June 30 1998 and Letter(1998)Tai-Cai-Zheng (I) No.56582 dated August 5 1998.

  • Note 2: The capitalization of retained earnings of NTD17,000,000 and capitalization of additional paid-in capital of NTD57,000,000 for this instance were made at the recognition of Securities and Futures Commission of Ministry of Finance under Letter (1999)Tai-Cai-Zheng (I) No. 61630-1 dated July 6 1999.

  • Note 3: The raising of capital of NTD70,000,000 by offering new shares for this instance was made at the recognition of Securities and Futures Commission of Ministry of Finance under Letter (1999)Tai-Cai-Zheng (I) No. 107181 dated December 22 1999.

  • Note 4: The capitalization of retained earnings of NTD44,290,000, and capitalization of additional paid-in capital of NTD55,710,000 for this instance were made at the recognition of Securities and Futures Commission of Ministry of Finance under Letter (2000)Tai-Cai-Zheng (I) No. 86817 dated October 20 2000.

  • Note 5: The capitalization of retained earnings of NTD16,290,000, and capitalization of additional paid-in capital of NTD64,710,000 for this instance were made at the recognition of Securities and Futures Commission of Ministry of Finance under Letter (2001)Tai-Cai-Zheng (I) No. 132762 dated May 25 2001.

  • Note 6: The capitalization of additional paid-in capital of NTD20,000,000 for this instance was made at the recognition of Securities and Futures Commission of Ministry of Finance under Letter 0910142555 dated July 31 2002.

  • Note 7: The cancellation of treasury shares amounting to NTD40,000,000 for this instance was made at the recognition of Securities and Futures Commission of Ministry of Finance under Letter Tai-Cai-Zheng- (III) No. 09200100185 dated January 9 2003, and Letter Tai-Cai-Zheng- (III) No. 0920108577 dated March 12 2003.

  • Note 8: The cancellation of treasury shares amounting to NTD38,000,000 for this instance was made at the recognition of Securities and Futures Commission of Ministry of Finance under Letter Tai-Cai-Zheng- (III) No. 0920130631 dated July 15 2003.

  • Note 9: The increase of authorized capital of NTD400,000,000 for this instance was done to meet the needs of the expansion of the scale of operation and passed by the General Meeting of Shareholders in a session dated June 25 2004.

  • Note 10: The reduction of authorized capital of NTD400,000,000 for this instance was due to the intent of raising capital for the upward adjustment of the total capital without actually raising the capital in 2004. The General Meeting of Shareholders resolved in a session dated June 23 2005 to reduce the authorized capital for this purpose.

  • Note 11: The capitalization of retained earnings of NTD12,580,000, and capitalization of additional paid-in capital of NTD7,420,000 for this instance were made at the recognition of the Executive Yuan Financial Supervisory Commission under Letter Jin-Guan-Zheng-(I)-Zi No. 0940129400 dated July 20 2005.

  • Note 12: The conversion of overseas convertible bond for an increase of capital amounted to NTD132,923,480 for this instance was made at the recognition of Securities and Futures Commission of Ministry of Finance under Letter Tai-Cai-Zheng- (I) No. 0910168636 dated February 11 2003.

  • Note 13: The capitalization of retained earnings of NTD48,967,890 and capitalization of additional paid-in capital of NTD16,108,630 for this instance were made at the recognition of Executive Yuan Financial Supervisory Commission under Letter Jin-Guan-Zheng-(I)-Zi No. 0950131960 dated July 21 2006.

  • Note 14: The capitalization of retained earnings of NTD40,000,000 or this instance was made at the recognition of Executive Yuan Financial Supervisory Commission under Letter Jin-Guan-Zheng-(I)-Zi No. 0960033806 dated July 3 2007. Raising capital to NTD200,000,000 by offering new shares was made at the recognition of Executive Yuan Financial Supervisory Commission under Letter Jin-Guan-Zheng-(I)-Zi No. 0960026070 dated May 29 2007.

  • Note 15: The conversion of domestic convertible bond for an increase of capital amounted to NTD9,682,060 for this instance was made at the recognition of Securities and Futures Commission of Ministry of Finance under Letter Jin-Guan-Zheng- (I) No. 09600260701 dated May 29 2007, Taiwan Stock Exchange Corporation Letter Tai-Zheng-Shang-Zi No. 097002021731 dated January 23 2008, No. 09700091271 dated April 15 2008, and No. 09700203971 dated July 18 2008 for consent.

  • Note 16: The capitalization of retained earnings of NTD61,000,000 or this instance was made at the recognition of Executive Yuan Financial Supervisory Commission under Letter Jin-Guan-Zheng-(I)-Zi No. 0970036651 dated July 21 2008.

  • Note 17: The cancellation of treasury shares amounting to NTD120,000,000 for this instance was made at the recognition of Executive Yuan Financial Supervisory Commission under Letter Jin-Guan-Zheng- (III) No. 0970038240 dated July 21 2008 and Letter Jin-Guan-Zheng- (III) No. 0970054535 dated October 17 2008.

  • Note 18: The capitalization of additional paid-in capital of NTD25,000,000 for this instance was made at the recognition of Executive Yuan Financial Supervisory Commission under Letter Jin-Guan-Zheng- Fa-Zi

-68-

No. 0980036431 dated July 21 2009.

  • Note 19: The conversion of overseas convertible bond for an increase of capital amounted to NTD2,432,420 for this instance was made at the recognition of Securities and Futures Commission of Ministry of Finance under Letter Jin-Guan-Zheng- (I) No. 09600260701 dated May 29 2007, Taiwan Stock Exchange Corporation Letter Tai-Zheng-Shang-Zi No. 09900017011 dated January 28 2010 for consent.

  • Note 20: The capitalization of additional paid-in capital of NTD23,062,290 for this instance was made at the recognition of Executive Yuan Financial Supervisory Commission under Letter Jin-Guan-ZhengFa-Zi No. 0990037233 dated July 16 2010.

  • Note 21: The conversion of domestic convertible bonds for an increase of capital amounted to NTD139,652,200 for this instance was made at the recognition of Securities and Futures Commission of Ministry of Finance under Letter Jin-Guan-Zheng- Fa-Zi No. 0990030840 dated June 23 2010, Taiwan Stock Exchange Corporation Letter Tai-Zheng-Shang-Zi No. 1000002315 dated January 20 2011, Letter Tai-Zheng-Shang-Zi No. 10000111411 dated April 12 2011, and Letter Tai-Zheng-Shang-Zi No. 10000240901 dated July 19 2011 for consent.

  • Note 22: The capitalization of additional paid-in capital of NTD30,000,000 for this instance was made at the recognition of Executive Yuan Financial Supervisory Commission under Letter Jin-Guan-Zheng- Fa-Zi No. 1000033493 dated July 19 2011.

  • Note 23: The conversion of domestic convertible bond for an increase of capital amounted to NTD56,116,010 for this instance was made at the recognition of the Securities and Futures Commission of the Ministry of Finance under Letter Jin-Guan-Zheng- Fa-Zi No. 0990030840 dated June 23 2010, Taiwan Stock Exchange Corporation Letter Tai-Zheng-Shang-(I) No. 10000338991 dated October 21 2011 for consent.

  • Note 24: The cancellation of treasury shares amounting to NTD30,220,000 for this instance was made at the recognition of the Executive Yuan Financial Supervisory Commission under Letter Jin-Guan-Zheng- (III) No. 0970065537 dated November 28 2008 and Letter Jin-Guan-Jiao-Zi No. 1000052519 dated October 28 2011.

  • The conversion of domestic convertible bonds for an increase of capital amounting to NTD12,462,560 for this instance was made at the recognition of Securities and Futures Commission of Ministry of Finance under Letter Jin-Guan-Zheng- Fa-Zi No. 0990030840 dated June 23 2010, Taiwan Stock Exchange Corporation Letter Tai-Zheng-Shang-(I) No. 10100009271 dated January 12 2012 for consent.

  • Note 25: The capitalization of retained earnings of NTD60,812,460 or this instance was made at the recognition of Executive Yuan Financial Supervisory Commission under Letter Jin-Guan-Zheng-(Fa)-Zi No. 1010032982 dated July 24 2012.

  • Note 26: Raising capital of NTD330,000,000 by offering new shares was made at the recognition of Financial Supervisory Commission under Letter Jin-Guan-Zheng-Fa-Zi No. 1040001410 dated January 29 2015.

2. Types of shares

2017.04.21

2017.04.21
Type of
shares
Authorized capital Remark
Outstanding shares
(share)
Unissued shares
(share)
Total
Common
shares
180,000,000 20,000,000 200,000,000 The outstanding shares are
shares of the Company listed
in TWSE

3. Information related to the declaration system: No.

(II) Shareholder Structure

2017.04.21

2017.04.21
Shareholder
Structure
Government
Institutions

Financial
Institutions

Other
Institutions

Foreign
institutions
and
Foreign
nationals
Natural
persons
Treasury
shares
Total
Number of
people
1 0 63 20 22,474 1 22,559
Quantity of
shareholdings

4
0 60,427,198 484,652 115,419,146 3,669,000 180,000,000

-69-

Proportion of
shareholdings


0.00%
0.00%
33.57%
0.27% 64.12% 2.04% 100%

(III) Diversification of equity

  1. Common shares

2017.04.21

2017.04.21
Shareholding ranking Number of
shareholders
Quantity of
shareholdings(share)
Proportion of
shareholdings
1 to 999 16,448 694,878 0.39%
1,000 to 5,000 3,793 7,851,773 4.36%
5,001 to 10,000 871 6,589,735 3.66%
10,001 to 15,000 405 4,977,776 2.77%
15,001 to 20,000 230 4,208,391 2.34%
20,001 to 30,000 255 6,449,179 3.58%
30,001 to 50,000 213 8,462,517 4.7%
50,001 to 100,000 181 12,544,231 6.97%
100,001 to 200,000 82 11,648,535 6.47%
200,001 to 400,000 43 11,795,937 6.55%
400,001 to 600,000 8 3,681,329 2.05%
600,001 to 800,000 6 4,432,762 2.46%
800,001 to 1,000,000 5 4,509,830 2.51%
More than
1,000,001
19 92,153,127 51.19%
Total 22,559 180,000,000 100.00%
  1. Preferred shares: the Company did not issue any preferred shares.

  2. (IV) List of major shareholders

Major shareholders holding more than 5% or among the top 10 by proportion of shareholdings

2017.04.21

2017.04.21
Code Name of major shareholders Quantity of shareholdings
(share)
Proportion of
shareholdings
1 Pilot Electronics Corporation 24,000,000 13.33%
2 Yun YungInvestment Co., Ltd. 20,000,000 11.11%
3 Tzer Ming Investment Co., Ltd. 8,758,454 4.87%
4 Huang Yuan 8,070,536 4.48%
5 HuangYu-Yun 4,250,590 2.36%
6 Anderson Group(Note) 3,669,000 2.04%
7 Yang Yue-Hua 3,516,481 1.95%
8 Pai Deh Investment Co., Ltd. 2,350,000 1.31%
9 WangYing-Chia 2,314,183 1.29%
10 WangHsuan-Fu 2,254,582 1.25%

-70-

11 Wang Wei-Lung 2,149,098 1.19%

Note: Re-purchased the shares of the Company under law with planning for assignment to employees.

(V) Market price, net value, earnings, dividend per share in the last 2 years and related information

Unit: NTD

Unit: NTD
Year
Item
2015 2016 2017
To March 31
Per share
Market
price
(Note 1)

High
11.80 12.15 11.20
Low 7.22 7.76 9.96
Average 9.82 9.94 10.47
Per share
Net value

Cum-dividends
13.50 13.16 12.82

Ex-dividends
- - -
Per share
Earnings
Weighted average quantity
of shares(1,000 shares)
169,060 176,388 176,331

Earnings
per share
(Note 3)
Before
adjustment
(0.24) 0.56 (0.09)
After adjustment - 0.56 -
Per share
Dividend
s
Cash dividends - (Note 2) -
Stock
dividends
From
capitalization of
retained earnings
- (Note 2) -
From
capitalization of
additional
paid-in capital
17,633,100 (Note 2) -
Accumulated unpaid
dividends
- - -
Analysis
of return
on
investme
nts
(Note 4)
P/E ratio (40.92) 17.75 -
Ratio of dividends/price to
dividend ratio
- (Note 2) -
Cash dividend yield rate (%) - (Note 2) -

Note 1: Data source is the official website of TWSE

Note 2: The distribution for 2016 shall be subject to the ratification of the General Meeting of shareholders in 2017.

Note 3: Adjustment of stock dividends in retro-active calculations.

Note 4: P/E ratio = average closing price per share in current year/earnings per share; Ratio of dividend/price to dividend ratio = average closing price per share in the current year/cash dividend per share; Cash dividend yield rate = cash dividend per share/average closing price per share in the current year.

(VI) Dividend policy and implementation

1. Dividend policy

According to the Articles of Incorporation of the Company, the Company shall appropriate 1%~10% of the earnings before taxes before the deduction of remuneration

-71-

to employees and Directors and Supervisors as remuneration to employees at the resolution of the Board and paid in cash or stocks. The recipients shall include the employees of subsidiaries meeting specific conditions. The amount of the aforementioned profit shall be subject to appropriation for remuneration to Directors and Supervisors at no more than 3%, and paid in cash. The proposal of remuneration to employees and Directors and Supervisors shall be presented to the General Meeting of Shareholders for ratification. The Company shall appropriate an amount for write-off carryforward loss, if applicable.

The Company takes a number of factors into consideration when making its dividend policy, including the unpredictable competitive environment of the industry, the position of the enterprise at the stage of stable growth in the life cycle, capital requirement in the future, and long-term financial planning. The Company shall appropriate for the payment of corporate income tax and write-off of carryforward loss from its earnings, if applicable. It will be followed by the appropriation of legal reserve and recognition or reversal of the special reserve under law. If there is still a balance, it will be pooled with undistributed earnings at the beginning of the period for distribution at the proposal by the Board and the final approval of the General Meeting of Shareholders.

Earnings distributable to shareholders may be paid in cash dividends or stock dividends. Cash dividends will not be released if it falls below NTD0.1/share. Cash dividends shall account for 30%~100% of the total dividends while stock dividends shall account for 0%~70% of the total dividends. The aforementioned ratio for the distribution of earnings shall be subject to change depending on the actual profit status and availability of funds and the resolution by the General Meeting of Shareholders.

  1. Resolution by the General Meeting of Shareholders for the distribution of dividends in the current period:

The Board of the Company resolved to distribute earnings in 2016 in a session dated March 28 2017 specified as follows. This proposal will be presented to the General Meeting of Shareholders scheduled to be held on June 19 2017 for finalization.

Cash dividends for
common shares
At NTD0.2/share NTD35,266,200
Cash dividends paid from
additionalpaid-in capital
At NTD0.3/share NTD52,899,300
  1. Any anticipation of significant changes in the dividends policy: No.

  2. (VII) The effect of stock dividends discussed in the General Meeting of Shareholders for this

-72-

instance on the operating performance and earnings per share of the Company: No.

  • (VIII) Remuneration to employees, Directors and Supervisors.

  • The percentage or scope of remuneration to employees, Directors and Supervisors: refer to (VI)

  • The accounting of the basis for the estimation of remuneration to employees, Directors and Supervisors, and the difference between the estimated remuneration to employees, Directors and Supervisors and the actual remuneration to employees, Directors and Supervisors: According to the Articles of Incorporation of the Company, remuneration to employees, Directors and Supervisors will be estimated under the account titles of cost of operations or operating expenses in accounting. If there is a difference between the estimation and the actual payment, it will be recognized as income in the current period.

  • The Board passed the proposal of remuneration specified below:

    • (1) The amount of remuneration to employees, Directors and Supervisors in cash or stocks: The Board passed the proposal of remuneration to employees, Directors and Supervisors for 2016 in a session dated March 28 2017. The payment shall amount to NTD1,227,335 to the employees and to the Directors and Supervisors, respectively.

    • (2) The ratio of stocks paid to employees as remuneration to corporate earnings as stated in the separate financial statements in the current period and to the total remuneration to the employees: Not applicable.

      • Ratio of the total : not applicable
  • The actual amount of remuneration to the employees, Directors and Supervisors in the previous period (2015) (including the quantity of shares, amount and stocks price): the Company suffered a loss before taxation in 2015 and there is no estimation of remuneration to employees, Directors and Supervisors.

(IX) Re-purchase of shares issued by the Company: No

II. The issuance of corporate bonds No

III. The issuance of preferred shares

No

IV. The issuance of overseas depository receipts

No

V. The issuance of ESO

No

-73-

VI. The issuance of RS for employees

No

VII. Merger and Acquisition or acceptance of new shares from the assignment by other companies

No

VIII. Capital utilization

No

-74-

FIVE. Operating Outlook

  • I. Content of Business

  • scope of operations

    • (1) summary content of operations

    • i. Trading on various types of machines and metal equipment

    • ii. Trading on parts and tools of machines.

    • iii. Manufacturing, processing and trading of cutter grinding machines and

    • semi-finished cutter grinding machines.

    • iv. The design, manufacturing, processing and trading of machine tools, chemical engineering machines, mining machinery, hydraulic machinery and other machines.

    • v. The design, manufacturing, processing and trading in machines.

    • vi. The design, manufacturing, processing, and trading in furniture.

    • v. The bidding and contracting of related installation work of the aforementioned items. viii. Trading in chemical materials (non-toxic).

    • ix. The import and export trade and dealership in the aforementioned products.

    • x. The leasing of the aforementioned machinery products.

    • xi. The printing business of the aforementioned machinery products.

    • xii. General import and export business (except for items that require special permission)

    • Business Structure

Business Structure
Unit: NTD1,000
Item 2016
Sale value Proportion of
sales
Machinery 2,999,250 81.12%
Board materials
698,229
18.88%
Total 3,697,479 100.00%
  1. The carrying items of the Company at present

  2. (1) Machinery: CNC processing center and CNC industrial machinery (for non-metallic materials), and CNC grinder and related cutters, parts and components, PCB drilling machines, forming machine and testing machines.

  3. (2) Board materials: wood, laminated board and building materials. However, the Company is positioned as a professional machinery firm. In May 2013, the Company invested NTD50 million to establish Yu De Industrial to take over the Board Materials Division of the Company for engagement in board materials. This company started to launch its business from August 2013 onward.

-75-

  1. New Products for Development

  2. (1) Development of aluminum extraction machines

  3. (2) Development of High-speed multiple-head drilling machines

  4. (3) Development of basic 5-Axis machine (Fagor controller)

  5. (4) Development of MT CONNECT

  6. (5) Automation of kitchen cabinet UV inkjet printing.

  7. (6) Development of automated UV edge finishing printing

  8. (7) Development of fine spray high speed inkjet printer

  9. (8) Development of Magneto 5-axis short main axis

(II) Industry Outlook

  1. Current situation and prospect of the industry

Machine tools are machinery equipment indispensable for all types of basic processing and precision processing. This is particularly the case for aerospace and defense industries, automobile industry and general machinery, metal works and related items. As such, machine tools are critical in the machinery industry. The machinery industry of Taiwan has established its foothold in the international market with stable growth in production value. Benefited by the China market and global economic recovery, the market in the emerging countries is in a stable growth albeit the weak performance of growth in Europe and USA. This market has also attracted the attention of advanced nations in Europe, USA and Japan. According to the statistics released by TAMI, the total production value of the machinery industry in Taiwan amounted to NTD985 billion in 2014. With the sustained growth of the market in the ASEAN countries and the increase in demand and the intensification of urbanization of townships in China and optimization of industrial structures, the momentum for further growth could be augmented. According to IEK of ITRI, the production value of the machinery industry in Taiwan amounted to NTD968.1 billion in 2015, a decrease of 0.48% from the same period of 2014. This trend of decline will continue in 2016 and negative growth is expected at 2%. The sluggish economic growth worldwide compelled the Company to accelerate upgrading with the developments in the overseas market.

Home industry has its origins as early as human beings started to build up shelters as home. The development of the industry and technology over the years contributed to the ceaseless launches of new materials and production technologies in this industry. Human beings tend to demand for higher quality in line with the level of economic development. As such, home industry has become an indispensable industry for the basic needs of human beings in food, clothing, shelter and mobility.

If home industry is indispensable, the necessary materials for this industry- board materials, cannot be fully substituted for in the foreseeable future. Taiwan is a region without natural resources and her demand for board materials will still rely on imports

-76-

perpetually. If we take a look at Taiwan and the advanced nations of the world, we could see that people tended to demand for a comfortable, refined and good looking home environment beyond its basic function as a shelter under incremental growth of national income. For this reason, a greater variety and less quantity of products will be the development trend. Traditional manpower and machinery for processing can no longer satisfy the needs of the consumers efficiently due to high labor costs or lack of precision of the machines. This will be replaced by CNC machine tools in combination of high precision electronic technology. The thriving development of materials science in recent years not only contributed to the diversification of materials in the home industry but also the successful development of other industries such as electronics, sculpturing and engraving, molding tools, sports equipment and plastics. At this juncture, the use of CNC machines will be indispensable for the production of products with high economic efficiency in all industries.

The machinery industry is the cornerstone of a country in its industrial development and the underlying technology is also the symbol of national power. Indeed, the machinery industry also covers every aspect of human needs and the scope of application is very extensive. The machinery industry is the origin of industry and plays a critical role in industrial development, economic growth and external trade. The primary force driving research and development, production, manufacturing, and service necessary for industrial development is machinery equipment. Its characteristics are closely associated with the development of the downstream industries. The development of the machinery industry significantly affects the improvement of industrial production value and the upgrade of value in Taiwan. The home industry is a fundamental industry for human beings. In general, industrial advancement cannot be accomplished without machinery. As long as human beings are in existence, home needs are the natural result. Likewise, related materials will be there perpetually.

The accelerating speed of internationalization over the years allowed the information industry of Taiwan to play a critical role in the global market. The development of the PCB industry is barely 30 years but its contribution to the market of parts and components and economic development in Taiwan is obvious. Almost every piece of electronic item requires the use of PCB. This product is extensively used and is also the very fundamental material. It would not be exaggerating to say that it is the “mother of the electronic industry”. Clouded by the 2008 financial crisis in the USA and the EURO debt crisis in 2011, the demand of the PCB market weakened, in general. With the recovery of the global economy and the stable growth of the market in China, the demands for consumer electronics picked up its momentum again and pulled up the needs in the PCB market. Indeed, the PCB market has rebounded significantly. According to the projection of IEK, the production value of the PCB industry in Taiwan was NTD964.1 billion in 2014, and will hit a record high in three years. The PCB industry is a well-developed industry with complete upstream and downstream

-77-

structure. In the future, the PCB industry must be able to advance further, as the demand for higher precision is inevitable. Although the PCB equipment industry is well-developed, the demand is still high.

  1. The association of the upstream, midstream and downstream industries.

  2. (1) Precision machinery and board materials

The production process of precision machinery in Taiwan primarily includes product design and development, followed by the procurement of outsourced parts and components, and quality inspection. The final stage will be assembly in high precision and testing. The assembly of machines consists of 3 major stages, namely, electric components, mechanical components, and application software (applicable to CNC models). The professional division of labor upstream will include mechanical, electrical parts and components suppliers, and the information industry while the downstream ones will include the processing of non-metallic materials and their application. The association of the upstream and downstream industries of precision machinery and its peripheral product, the board materials, is shown below: A. Precision machine and board materials

-78-

Upstream
Industrial use
computers
Electrical
Electric parts
Steel
Machinery
Machine processing
Hardware
components
Hydraulic
Rail
Software and
information
Wood materials
suppliers
Synthetic plastic
board manufacturers
Laminated board
manufacturers
Building materials
Downstream
woodworking
Board processing
Decorations
Shipping
Furniture and
kitchenware
Sports materials
Wood sculpture
Molding and
formation in plastics
Lighting fixtures
Aerospace
Molding tools
Advertising
Woodworking
Board processing
Furniture and
kitchenware
Interior building
materials and
decorations
OA furniture
Electric components Precision machinery
Software application
Software applications

-79-

B. Electronic machinery

==> picture [295 x 525] intentionally omitted <==

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

Upstream
Industrial use
computers
Electrical
Engineering
Electric components
Computers
Steel
Machinery
Machine processing
Hardware
manufacturing
Hydraulics
Granite
Plastics
Transportation tools
Software industry
Inspection and
testing system
Optical instruments
Photography
equipment
Electrical unit
Electronic machinery
i
Mechanical
f
Application
Visual test
----- End of picture text -----

Downstream Base board PCB Computers Telecommunications Automobile Consumer products Encapsulation Semiconductors Passive components Medical electronics LCD Optoelectronics Military use

-80-

3. The development trends of the products

(1) Machinery:

  • A. Precision machinery

The CNC processing center produced by the Company ranged from USD100,000 to USD200,000 in price and is designed and manufactured to meet the individual needs of customers in the production processing of cutting, grinding, drilling and shaving of non-metallic fibers. The maximum function could be up to 5-axis processing. The increasing sophistication of industrial products in the future will allow the 5-axis processing center to have the high value adding machine to have a high demand. The rise of the CNC processing center compelled people in all industries of the developed and developing countries to look for further automation, higher precision and speed in machinery as a replacement for the old fashioned semi-manual processing machines under the pressure of rising labor costs to produce more competitive products. With more than a decade of solid experience in research and development and technology foundation, the Company can meet the high demand of the customers in 5-axis processing in the processing centers and also the expectation of automated machinery for industrial upgrading among the small and medium enterprises. Under such circumstance, the CNC processing center will no longer be just a need of the big manufacturers and precision industry, but also an indispensable piece of machinery for industrial upgrading. Under this trend, the Company is able to develop models under the price of USD100,000 in mass production, and high-end models for special purposes for more than USD200,000.

B. Electronic Machinery

The production value of PCB on both sides of the Taiwan Straits is surprisingly on top of the world while one of the key machinery for the processing of PCB is the drilling and forming machine. This type of machinery demands high precision, high rotation speed and large production volume. For this reason, a high degree of stability is also necessary. In an environment where the market is huge but competition is keen, cutting down the cost and fitting the production process of the customers in technology design and ceaseless upgrade of product quality will be the development trend in the future.

  • (2) Board materials: Under the environmental protection policy of the government in Taiwan, lumbering is prohibited. As a result, the natural materials for furniture and decorations wholly rely on imports. In the past, wood is the primary resource for this kind of materials. The increasing popularity of OA furniture and European style kitchenware in the last decade allowed the laminated boards to emerge as a kind of material that is widely accepted in the market. The attention of the consumers and the government for public

-81-

safety made fire retardant materials play a critical role in the market. The Company is positioned as a precision machinery firm. Therefore, it invested NTD50 million to establish Yu De Industrial in May 2013 to take over its Board Materials Division with exclusive engagement in the board materials business. This company started its operations in August 2013.

4. Competition

(1) Machinery:

A. Precision Machinery

The premium item of the Company is the best added-value CNC processing center for woodworking machinery. There are few producers in Taiwan that manufacture this kind of machines and their scale cannot challenge the Company in open competition. As such, almost 90% of the products used in Taiwan are made by the Company. The production value of woodworking machinery in Taiwan is ranked 4th place after Germany, Italy, and China. The export value is also ranked 4th place in the world, which surpassed the export value of Japan. In the famous woodworking machine factories of Germany and Italy, they manufacture similar kinds of products, such as HOMAG, IMA, MARKA and REICHENBACHER in Germany and CMS, SCM in Italy, and KOMO in the USA. For the expansion in the export market, the Company has already established subsidiaries in Germany and USA to provide marketing and post-sale services in proximity to the customers, and has established its foothold in the European market. In addition, the Company has earned its name as a high-end imported brand in the CNC processing center market of the USA, given its stable and high quality product and flexible marketing strategy. A number of problems confront the woodworking machinery of Taiwan. They are the lack of international marketing people, which makes it a challenge to respond to the threat of the woodworking machinery from China in the markets of Europe, USA, and China. The appreciation of the local currency poses another problem for the industry, too. The precision machine of the Company could be applied extensively and in a great variety of choices. With proper management of the channels on hand, the Company will further develop the market in China, Southeast Asia and Brazil. In addition, the Company will develop the market in India by designing the models suitable for the market there and market the products through local dealers. The plant in China will make positive efforts in developing marketing and service locations, and to develop new models suitable for local customers. The target will be the market of domestic demands. Further, the facility in Taiwan will continue to develop products of high value added for bringing in bigger profits. The signing of ECFA will help the machinery and equipment industry to develop the market in China. Nonetheless, the inkjet printing machine is a new item of the Company in

-82-

the last 3 years. A designated body will be established for handling the market in the Chinese speaking region and share the experience of the Company with the furniture decoration and advertising firms in China and Southeast Asia. The Company will also develop customized special purpose inkjet printing equipment for meeting the needs in the market and securing new business.

B. Electronic Machinery

The premium item of the Company in electronic machinery is the PCB drilling and forming machine. Currently, the quality of our products has been recognized with a very large market share. This is the result of more than 2 decades of research and development of technological know-how. The research and development of the key components and the main axis is successful with the capacity of manufacturing some of the items. This will help to cut down the cost substantially. In the future, the self-manufactured rate of other key parts and components will be improved as an edge for competition. At the moment, most of the PCB industry relocated to China. In response, the Company has established market and service locations in Shanghai, Beijing, and Shenzhen to satisfy the needs of the customers quickly and to create a competitive advantage. With the now vanishing effects of the global financial crisis, the PCB industry tends to increase capacity with additional equipment purchases. It was echoed in the sustained pursuit of the domestic demand policy in China. The Company will spare no effort in human resources training for production, marketing, and services in all directions. The Company will also establish more service locations to satisfy the needs of the market and increase its market share.

  • (2) Board materials: owing to the low entrance barrier of the board materials market, there are far too many competitors. Laminated boards are supplied from Europe and the raw materials of wood are found in the regions with a wealth of forests and they all have a market in Taiwan. However, materials from America remain the mainstream source of supply. The Company has subsidiaries in Europe and America and its access to the materials at a better price than its industry peers. In addition, the Company also has established logistics centers and marketing networks in Taipei, Taichung, and Kaohsiung linked by computers in their operations. For the integration of the inventor management of board materials, the Company has established domestic dispensing centers in northern Taiwan, central Taiwan and southern Taiwan linked to its warehouses for centralized management to cut down on the cost of storage. Most of the industry peers are family business or regional operations and are not in a position of exerting high pressure on the Company in competition.

-83-

(III) Technology and R&D Outlook

1. The aspect of technology

In the future, the machinery industry will be developed towards automation and upgrade of computerization. The Company will concentrate its efforts and resources in design, research and development for the development of new breeds of machinery. In precision machinery, the Company has successfully developed different types of CNC 5-axis processing machines, Air Pad, Water-cooling high-speed principal axis, vertical 5-axis machine, slanted 5-axis machines, and CAD/CAM software. In electronic machinery, the Company has developed PCB drilling machines, forming machine, and inkjet printers. All these demonstrated the effort of the Company in its commitment to the development of key parts and components as well as new products. After the design and development of precision machinery and electronic machinery with proper procurement of parts and components, the detail-oriented assembly and inspection with high precision by professional technical personnel in the intermediate process will be indispensable. The turnover rate of technical quality control personnel in the Company is very low. Indeed, the Company highly treasures the training of professional skills for the technical staff. Further to the academic training in machinery at home, the Company also provides the opportunities for these staff to participate in international seminars on professional knowledge of machinery in other countries. The skills and experiences for these personnel over the years helped to make the Company the first of its kind accredited by ISO-9001 of Germany and CE in Europe as precision machine maker.

Based on its globalization management and judgment of the industry trend, the Company started to establish business locations in northern, central and southern Taiwan since 1977 and pioneered the new market mode of “Woodworking Machinery Provincial Circulate Exhibition”. In addition, the Company established subsidiaries in Europe, USA, and Singapore since 1993. With the use of computerized management system, the Company keeps production, sale, and materials flow management in control. The feedback from the international market is served as an input for the Company in sorting out niche products and product sale strategy. The Company started its R&D in CNC machinery since 1997. Since Taiwan is the third largest PCB producer of the world and also approximates the market in China, and post-sale service is one determinant for the customers to choose one product over another, the Company provides integrated technical information service to the customers in proximity to develop internationally with an edge.

-84-

2. Research and Development

The Company highly treasures research and development and has established an R&D Department consisting CNC Design Section, Machinery Design Section, Main Axis Office and Software Application Team.

The spending on R&D and result in the last 2 years to the date this report was printed

Unit:

NTD1,000

Year Amount R&D Result
2015 76,010 (Note)  Laser Repair Machines
 PCB Processing Equipment and Process
Information Integration System
 Development of commercial use kitchen cabinet
software and machines
 Floating Smart Laser Processor.
 Core winder high-speed motor
 Digital Textile Printer
 Z-Axis Aerospace Craft 5-axis processing machine
 High-speed UV digital inkjet printer
 Development of ISO20Magneto Main Axis
2016 75,374 (note)  Development of Shuttle Light-Duty Processing
Machine
 Development PTP3012 Drilling Machine
 Development of G448 Machine
 Development of SpectraPlus Core Winder
 Development of Multiple-layer aluminum cutter
 Technology Transfer of KS4600 Welting
Machine
 Development of HSK63FDC principal axis
 Development of HSK40EDC principal axis
 Development of HSK50EAC principal axis
 Development of the new version of SoCJetting
main board
To the date
this report
was printed.

17,341 (note)

Cylinder linear motor development case
 UV kitchen cabinet box printing machine
development case
 Fully automatic board edge inkjet machine
development case

Note: the figures from audited or reviewed consolidated financial statements.

  • (IV) Long and short-term business plans

1. Short-term plan

  • (1) Production

  • A. In the wake of extensive application of CNC machinery and the thriving development of the electronic industry of Taiwan and with electronic firms seeking to expand their production capacity, the demand for electronic equipment and precision machinery will also be stimulated. The Company has limited capacity to meet the demand and therefore plans to expand its production and storage facilities to bolster its production capacity and competitive power.

-85-

  • B. Further to the fulfillment of job orders production, the Company will also engage in planned production of models of different specifications and standardized models on the basis of the sale in market and market surveys to optimize production efficiency through proper production scheduling to reduce the cost of production. This will help to increase the market share with product price and performance as the advantage.

  • C. In light of the high demand for cutting tools in China, the Company plans to relocate its cutting tools production to China for production by subsidiaries. The plant left behind by cutting tools will be used as the plant for the assembly of parts and components of precision machinery and electronic machinery to keep the good quality of parts and components of machinery and reduce cost.

  • (2) Capacity of Product R&D

  • A. Intensification of the R&D in key parts and components

    • High speed for principal axis: base on the technology developed by the Company with integration of the findings from the academic circle, ITRI, the Company has successfully developed air-cooling 10 Hp, 24000rpm high-speed principal axis. This device is lubricated by high-end lubricants. The 15Hp, 24000rpm fume and grease lubricants will be in place very shortly.

    • High speed feeding: the feeding for cutting and shaving and time-efficiency in the feeding process will be one trend of development in the future. The Company will commit further effort in the research and development of feeding technology so as to upgrade its competitive power of products.

  • B. The research and development of new products

    • The use of core technology and international technology joint venture for the development of the following new products:

    • a. Development of aluminum extrusion machine

    • b. Development of high-speed multiple-head drilling machine

    • c. Development of basic level 5-axis (Fagor Controller) machine

    • d. Development of MT CONNECT

    • e. Development of UV kitchen cabinet automated inkjet printer

    • f. Development of UV board edge automated inkjet printer

    • g. Development of small jet nozzle high speed inkjet printer

    • h. Development of Magneto 5-axis short-axis machine

  • C. In addition to the arrangement of routine training of professional and technical skills, the Company has also arranged the employees to participate in seminars in technology in other countries to upgrade the professional standing of the employees. The Company will also invite professional engineers in technology and related skills to the research and development team of the Company.

  • (3) Marketing strategy

  • A. Strengthen the capacity of the subsidiaries in the development of markets in

-86-

Europe, USA, Southeast Asia and China. Recruitment of more personnel specialized in technology and sales to quickly deploy for strong sale and post-sale services. Gather information on new product markets and technology applications and developments in relevant countries and regions as reference for manufacturing, research and development.

  • B. Development of more domestic and overseas sales and service locations. In addition to provide product sales and post-sale services to local markets to satisfy customer needs and reinforce brand image, the Company can also gather and keep abreast of the information on the regional markets to provide updated information for product supply and fortify the interaction and coordination between research and development and production and sales.

  • (4) Corporate Management

  • A. Establishment of a global information network and installation of videoconferencing system for timely management and cost efficiency.

  • B. Strengthening the management of inventory and accounts receivables to reduce capital requirements and cost of capital.

  • Long-term development plans

  • (1) Production

  • A. The Company seeks to increase its share in the production volume of CNC machines to intensify the marketing of products carrying the brands of the Company at home and abroad for a larger market share. The Company will also expand its production facilities to increase the production capacity of its machinery.

  • B. In considering of the factors of production and consumption in regional markets, and in response to possible international protectionist policies and proximity to markets and sale channels, the Company will seek outsourced partners overseas for assembly of products with the use of local production resources to reduce production costs. This will help to broaden the product lines and allow the Company to emerge as an internationally renowned professional CNC machine manufacturing firm.

  • (2) Capacity of Product R&D

  • A. Continued development of new functions or key components for CNC machines and looking for substitute for imported key parts and components, and a strengthening of CNC machine manufacturing technical capacity for upgrade product quality.

  • B. The successful development and mass production of PCB drilling machines and forming machines allowed the Company to enter the domain of electronic machinery smoothly. In the wake of the thriving development of the electronic industry, the demand for related electronic machinery will also be increased. The Company plans to engage in a joint venture with the Mechanical and

-87-

Mechatronics Systems Research Lab of ITRI for the research and development of a series of electronic industry related machinery such as electronic machinery and equipment for the main board and semiconductor industry. In supporting the national economic development policy, the Company seeks to replace imported items with self-manufactured items to upgrade the competitive power of the country.

  • (3) Marketing strategy

In addition to bolstering the sale performance of the marketing locations in different regions of the world, the Company also considers the size of the customer population, technical supervision in installation and post-sale maintenance service and other factors in planning for setting up technical support centers in the regions of important markets worldwide to provide technical support and parts service in proximity to the market to satisfy market needs and maintain its corporate image.

  • (4) Corporate management

In the future, the Company plans to connect its computer system with overseas assembly plants. This not only helps to timely manage the operations of the overseas investments for improving product sales, cost control and fund management, but also upgrades the corporate headquarters in Taiwan into the center of research and development, manufacturing and financial control center. This arrangement allows the Company to quickly keep abreast of the information on markets all over the world, the design and technology of new products, and market strategy, which will be essential for responding to the unpredictable economic environment worldwide, and for paving the way for the management of a multinational corporation.

II. Market, sale and production

(I) Market Analysis

  1. Regions for the sale (supply) of premium products (services)

The premium products of the Company are precision machinery, electronic machinery, hardware cutting tools, and board materials and the main market is distributed in the following regions:

Unit: NTD1,000

Unit: NTD1,000
Region 2016
Taiwan 860,438
China 835,459
USA 693,266
Germany 359,585
Thailand 201,660
Australia 118,370
Others 628,701
Total 3,697,479

-88-

  1. Major competitors

  2. (1) Precision Machinery: Woodworking machinery is of a great variety. Most of the firms making woodworking machines in Taiwan are small in size and could only produce or deal with some models. According to the list of members of the Taiwan Woodworking Machinery Association, there are only a few manufacturers that can manufacture or deal with CNC machinery. They are Anderson, Chung Kung Machinery Factory, Best Liner Enterprise, and Holytek Woodworking Machinery. In famous woodworking machinery producing countries such as Germany and Italy that make the same type of machines with Anderson are HOMAG, IMA, MARKA, REOCJEMBACHER of Germany, CMS and SCM of Italy, and KOMO of USA.

  3. (2) Electronic machinery: famous PCB machinery in other countries are HITACHI of Japan, and SCHMOLL of Germany. In Taiwan, famous companies of the same kind are Tailang Technology, Taiwan Takisawa Technology and Tongtai Machine & Tools.

  4. Market share and supply and demand in market in the future

  5. (1) Machinery

  6. A. Precision Machinery

The major item of the Company in precision machinery is CNC non-ferrous metal processing machines which was classified by Customs as woodworking machinery. The main item with the best added-value are CNC processing center and principal axis. In Taiwan, there are a few companies making the same type of products and the size of these companies are not comparable to the Company in competition. As such, the products of the Company accounted for 90% of the domestic market. In the past, most of the woodworking machinery in Taiwan are for domestic sale. With the relocation of the furniture and wood products industry to Southeast Asia and China, the market of the industry turned export. Now, Southeast Asia and China remained the main market of the traditional woodworking machinery of Taiwan. CNC and automated machinery are mostly from Europe and USA. The demand for these types of products increased in Southeast Asia over the years. Indeed, the DIY machine has always been export-oriented with main market in North America and Europe where a niche market for differentiation could be applicable. According to the data on export compiled by Customs, the main market for exports includes North America (USA and Canada), Mainland China and Southeast Asia (Vietnam, Malaysia, Indonesia, and Thailand)(the detail is shown in the table below). Most of these items are low-priced saw beds and woodworking lathes, which are DIY tools. It was followed by high added-value processing machines. Further to the main market, woodworking machinery will also be sold to developing countries such as India, Turkey, Russia, and Eastern Europe. These will be the emerging markets for the machinery industry of Taiwan for export.

-89-

The export value of woodworking machinery of Taiwan exceeded NTD10 billion since 1993. By now, Taiwan has emerged as the world’s third largest exporter of woodworking machinery just after Germany and Italy. After the relocation of the building materials and furniture industries to Southeast Asia and Mainland China, Europe and USA also elected to relocate their production bases to these regions. Under this circumstance, the demand for woodworking machinery in these regions increased significantly. In Southeast Asia and Mainland China, the Chinese people remains the mainstream group in business development. We share a common culture and living habits that makes Taiwan easily open this market for export. The increasing acute competition in Taiwan trimmed off the profits of the industry, to the extent that the export ratio to Southeast Asia has been on the decline. In contrast, the export value to Mainland China grew substantially. The strong demand of the construction and interior decoration industries in Mainland China drove the development of the woodworking machinery forward. In the last few years, the market of Mainland China for woodworking machinery rose to second place for Taiwan just after the USA. In 2010, the market there emerged as the number one export market for Taiwan and has surpassed the USA.

Symbolic countries for export of woodworking machinery like Germany, Italy, and Taiwan are in competition for the export market. In USA, the main market is still in North America and export value is insignificant. However, the competition for export market between Taiwan and Italy gets keener.

Statistics of the export of woodworking machinery from Taiwan in all

quarters of 2014~2015

Unit: USD million

Rank Country 1stQtr 2014 2ndQtr 2014 3rdQtr 2014 4thQtr 2014 1stQtr 2015
-World- 135.327 155.444 139.183 141.86 138.846
01 United States 53.02 58.562 56.127 51.903 52.912
02 China 20.771 31.983 25.101 33.671 24.997
03 Vietnam 9.455 8.562 7.714 7.184 7.606
04 Canada 6.278 7.155 8.464 4.832 6.83
05 Indonesia 4.658 6.351 4.759 5.33 5.431
06 Germany 3.045 3.401 3.404 3.347 3.932
07 Japan 3.351 3.012 2.907 3.147 3.49
08 Thailand 4.874 5.18 2.925 1.949 3.37
09 Australia 2.011 1.641 2.836 3.676 2.925
10 Malaysia 3.024 4.159 2.382 2.965 2.355
11 India 0.829 2.258 1.45 1.755 2.192
12 Russia 1.883 2.729 2.034 2.322 2.044
13 United Kingdom 2.154 1.75 2.312 2.171 1.863
14 HongKong 1.733 1.262 1.529 1.814 1.776
15 Belgium 0.859 0.78 1.259 0.783 1.505
16 Korea,South 2.876 2.522 1.64 2.139 1.369
17 Brazil 1.066 1.405 0.942 1.1 1.2
18 Iran 1.194 1.586 0.712 0.459 1.011
19 Mexico 0.997 0.595 0.42 0.576 0.99

-90-

20 Myanmar 1.656 0.216 0.148 1.116 0.894
21 Turkey 1.02 0.55 0.84 0.436 0.817
22 South Africa 0.046 0.712 0.409 0.621 0.713
23 Poland 0.449 0.159 0.271 0.253 0.699
24 Netherlands 0.148 0.646 1.147 0.772 0.679
25 Philippines 0.832 0.651 0.339 0.534 0.594
26 New Zealand 0.376 0.426 0.378 0.528 0.583
27 France 0.774 0.605 0.509 0.537 0.549
28 Italy 0.696 0.695 0.747 0.807 0.506
29 Singapore 0.392 0.602 0.594 0.377 0.383
30 Morocco 0 0 0.023 0.066 0.333
31 Romania 0.245 0.168 0.429 0.32 0.318
32 Finland 0.531 0.42 0.445 0.318 0.303
33 United Arab Emirates 0.137 0.47 0.314 0.115 0.297
34 Colombia 0.304 0.239 0.225 0.359 0.284
35 Mozambique 0 0.083 0.045 0 0.282
36 Argentina 0.18 0.169 0.228 0.238 0.258
37 Sweden 0.148 0.12 0.308 0.135 0.167
38 Cambodia 0.069 0.097 0.112 0.092 0.149
39 Slovenia 0.147 0.079 0.167 0.086 0.145
40 Lithuania 0.258 0.060 0.001 0.285 0.138
41 Papua New Guinea 0.010 0.000 0.116 0.060 0.132
42 Israel 0.035 0.080 0.083 0.103 0.116
43 Ghana 0.341 0.000 0.034 0.000 0.113
44 Saudi Arabia 0.000 0.084 0.284 0.212 0.109
45 Sri Lanka 0.054 0.079 0.088 0.098 0.104
46 Peru 0.074 0.103 0.075 0.024 0.104
47 Cameroon 0.105 0.000 0.000 0.000 0.102
48 Chile 0.157 0.067 0.058 0.101 0.096
49 Qatar 0.000 0.010 0.005 0.000 0.096
50 Switzerland 0.178 0.214 0.215 0.169 0.091
51 Oman 0.000 0.000 0.055 0.005 0.083
52 E1 Salvador 0.003 0.000 0.000 0.000 0.068
53 Spain 0.190 0.067 0.040 0.114 0.067
54 Austria 0.076 0.096 0.057 0.149 0.058
55 Algeria 0.038 0.199 0.000 0.097 0.053
56 Norway 0.006 0.050 0.002 0.005 0.050
57 Cote d ‘Ivoire 0.000 0.133 0.000 0.020 0.044
58 Guatemala 0.084 0.094 0.000 0.026 0.041
59 Panama 0.029 0.111 0.035 0.085 0.041
60 Suriname 0.000 0.000 0.000 0.000 0.041
61 Czech Republic 0.000 0.090 0.068 0.286 0.031
62 Bangladesh 0.222 0.076 0.051 0.107 0.027
63 Belarus 0.000 0.000 0.000 0.213 0.026
64 Greece 0.053 0.009 0.003 0.000 0.022
65 Lebanon 0.001 0.000 0.009 0.000 0.021
66 Ethiopia 0.000 0.016 0.000 0.000 0.019
67 Ukraine 0.074 0.026 0.229 0.044 0.019
68 Macau 0.000 0.000 0.000 0.000 0.019
69 Guyana 0.000 0.000 0.000 0.009 0.017
70 Ecuador 0.038 0.036 0.002 0.045 0.015
71 Pakistan 0.004 0.004 0.075 0.000 0.011
72 Ireland 0.105 0.154 0.030 0.019 0.011
73 Denmark 0.094 0.058 0.050 0.000 0.011
74 Egypt 0.049 0.035 0.019 0.016 0.010
75 Seychelles 0.000 0.000 0.000 0.000 0.009
76 Venezuela 0.000 0.000 0.000 0.204 0.009
77 Cyprus 0.000 0.000 0.000 0.000 0.007
78 Latvia 0.117 0.371 0.003 0.035 0.007
79 Fiji 0.000 0.000 0.000 0.000 0.006

-91-

80 Kazakhstan 0.002 0.008 0.000 0.000 0.006
81 Trinidad & Tobago 0.000 0.000 0.000 0.000 0.005
82 Guinea 0.002 0.004 0.000 0.000 0.005
83 Slovakia 0.003 0.001 0.000 0.000 0.004
84 Mongolia 0.000 0.134 0.137 0.000 0.004
85 Portugal 0.031 0.038 0.032 0.165 0.004
86 Laos 0.000 0.111 0.000 0.000 0.003
87 Iceland 0.000 0.000 0.001 0.000 0.003
88 Costa Rica 0.004 0.059 0.014 0.004 0.003
89 Marshall Islands 0.000 0.000 0.000 0.000 0.002
90 Bolivia 0.000 0.007 0.000 0.000 0.002
91 Uzbekistan 0.000 0.000 0.000 0.035 0.002
92 Solomon Islands 0.000 0.000 0.000 0.000 0.002
93 New Caledonia 0.000 0.000 0.002 0.000 0.001

B. Electronic Machinery

The Company is mainly engaged in the production of PCB forming and drilling machines. The rapid development of new product lines for the electronic products with extensive application into areas such as consumer electronics, HDTV, LCD TV, multimedia sound systems, audiovisual products, high-speed network interface card, and a variety of other cards, which have been launched to the market gradually. The rapid growth of PC and Notebook PC under the perpetual upgrade of their CPUs also drives the development of many computer peripheral products. The sustainable growth of the electronics market resulted in the stable growth of electronic parts and components as well as PCB that links all the circuits. There is a wide array of PCB products. Currently, there are many producers and participants in the PCB market of Taiwan. The premium item of the Company is the forming and drilling machine for PCB. The global production value of PCB in 2013 amounted to USD18.6 billion of which the totality of Mainland China, Japan, Taiwan and Korea accounted for more than 80%. Indeed, China, Japan, Taiwan, and Korea are the main home bases for the production of PCB in the world. This indicated that all the firms in the regions have recovered from the last recession. According to the statistics of IEK, the production value of PCB in Taiwan amounted to NTD569.9 billion in 2015. It is estimated that the growth in 2016 would be 1.07% with annual production value increased to NTD579.4 billion. The forming and drilling machines are expected to grow in line with the growth of the PCB industry.

  • (2) Board Materials: The Company carries wood, a variety of high-end building

  • materials and laminated boards. The demand in the market is estimated at the value of NTD5,000,000 thousand. Indeed, the sale of the Company has shown signs of recovery after the financial crisis. In 2016, the sale value amounted to NTD700,922 thousand. The Company will continue to develop new products and bolster its bonding with the suppliers in marketing for

-92-

bringing in better revenue.

4. The prospect of the market

The premium product of the Company is woodworking machinery. Since the woodworking machinery industry is closely associated with home living, the development of living quality over the years made this industry a necessity in people’s daily lives.

As for electronic machinery, a market survey conducted by Prismark indicated that the recovery of electronic equipment showed stable growth among other things in global economic recovery. The PCB industry has also recovered side by side with the Semi-Conductor industry while the latter has recovered from the financial crisis in 2008. Prismark forecast that in 2017, the scale of the PCB industry worldwide will be USD65.7 billion.

  1. Competitive edge, factors favorable and unfavorable for development, and the responses

(1) Competitive Edge

  • A. Planned and flexible production to keep the time to market under control.

With the wealth of experience and knowledge in the research ,design, and development of various types of CNC machines, the Company can meet the diversity of needs in the market to satisfy different customers in the needs of processing. In addition, the machine function was analyzed and deduced into modularized design and production for reducing cost and shortening the lead-time for development. The products of the Company featured the advantages of price, speed to market, and flexibility. The Company is able to pioneer its products into the market of electronic machinery with its advancement of CNC precision machinery technology and can secure every business opportunity in the market.

B. Strong capability in research and development with highly recognized products

In the future, the development trend for industrial machinery will move towards automation and upgrade to CNC devices. The Company has committed tremendous resources, human and material, in research, development, and design. These remain the prime forces for the development of new models. In the area of precision machinery, the Company has successfully developed the WOOD CAM software, the shaving and carving CAD/CAM software, and the 10Hp/2400rpm principal axis. In electronic machinery, the Company has successfully developed the first “PCB drilling machine” in Taiwan.

  • C. Precision assembly technology and quality control to keep product quality stable

After the design and development of precision machinery and electronic machinery with proper procurement of parts and components, the detail-oriented assembly and inspection with high precision by professional technical personnel in the intermediate process will be indispensable. The turnover rate of technical quality control personnel in the Company is very low. Indeed, the Company

-93-

highly treasures the training of professional skills for the technical staff. Further to the academic training in machinery at home, the Company also provides the opportunities for these staff to participate in international seminars on professional knowledge of machinery in other countries. The skills and experiences for these personnel over the years helped to make the Company the first of its kind accredited by ISO-9002 of Germany and CE in Europe as a precision machine maker.

  • D. Through channels for marketing at home and abroad with the supply of integrative service.

Based on its globalization management and judgment of the industry trend, the Company started to establish business locations in northern, central, and southern Taiwan since 1977, and pioneered the new market mode of “Woodworking Machinery Provincial Circulate Exhibition”. In addition, the Company established subsidiaries in Europe, USA, and Singapore since 1993. With the use of computerized management system, the Company keeps production, sales and materials flow management in control. The feedback from the international market is served as an input for the Company in sorting out niche products and product sale strategies . The Company started its R&D in CNC machinery since 1997. Since Taiwan is the third largest PCB producer in the world and also approximates the market in China, and post-sale service is one determinant for the customers to choose one product over another, the Company provides integrated technical information service to the customers in proximity to develop internationally with an edge.

  • (2) Factors favorable and unfavorable for development and the responses

  • A. Favorable factors

    • a. Self-developed brands and channels

The Company markets its precision machinery and electronic machinery carrying its own brand. Indeed, the products in precision machinery manufactured by the Company is the number one brand in Taiwan with a positive brand image. This is favorable for promotion in the market. In addition, the Company also spares no effort in developing its own marketing channels and has developed a dense network in Taiwan and the world. This network system helps to cultivate market in greater depth with proper access to the customers and hence for a sustainable share of the market.

  • b. Diversification of products to reduce operation risk

The Company is also engaged in precision machinery for non-metallic materials, PCB processing and related cutting tools. Board materials include wood, laminated boards and building materials. The diversity of product lines will not be affected by the cycle of a particular market that may influence the operation of the Company.

-94-

  • c. Fortification of R&D technological-know-how for sustainable development of new products

  • The technologies acquired by the Company are self-developed. With the wealth of experience and the proper accumulation of skills, the Company has new product launchings to the market every year. For example, the non-metallic prevision CNC 5-axis processing machine was successfully developed in 1997. The Company then improved the machine and launched it to the plastics industry in 1998, followed by the launch of the processing of parts and components for the aerospace industry in 1999. In PCB machinery, the Company has successfully developed the drilling machine in 1997, and the forming and testing machine in 1998. It was followed by the successful development of the CNC cutting and shaving machine for the automobile industry, and mobile phone cases. Currently, the Company is developing a complete line of automatic winding and formation machine, roller soft PCB laser forming and drilling machine, contacted PCB fixed height processing, computer board cutter, Both-side board processing line, simplified PTP&OWEN, broad width roller inkjet printer, light-duty cutter, hard gear series principal axis, and linear motor. These help to maintain a stable growth for the Company.

  • d. Capacity for small quantity and large variety of production

  • Non-metallic precision machinery is usually customized to the special needs of the customers. Currently, the Company carries more than 10 types of machines and can quickly satisfy the diversity of needs of the customers under modularization of production and complete center-satellite parts and components supply system.

  • e. Division of labor in production with vertical integration

  • The Company has already completed its installation of new plants and professional parts and components processing plants in Mainland China, and has relocated the production of highly competitive products to Mainland China with a cost advantage to outcompete the competitors in the international market. The newly established parts and components processing plants allow the Company to control the delivery deadline and quality of products properly and also cut down the cost of some parts and components substantially. These provide a competitive edge for the Company in product quality and price.

  • f. Superior product quality with recognition from the market

  • The product of the Company is the only CNC non-metallic materials processing machine from Taiwan accredited with ISO-9001 and CE safety standard of EU. The accreditation helps to expand the market in the world. Of all the products, 5 have won the National Fine Products Award while the CNC 5-axis non-metallic materials processing machine has won the Silver Award of

-95-

National Product Image Awards. These demonstrated the quality of our products through the recognition of the government and the public.

  • g. The economic reform and open-door policy of Mainland China over the years compelled the foreign firms in China to go automatic for enhancing production efficiency. This drove up the demand for automated machines. The Company has an edge in competition as compared with its counterparts in Europe and Japan, as we shared the same language and culture with Mainland China that allowed the Company easily established an advantageous position.

  • h. The competition of the board materials industry in Taiwan is keen with a large number of competitors. Yet, most of them are small in size and are personal or family business at the regional level only. The Company is the only firm that runs its operation across the country with proper corporate management and has established subsidiaries in the materials supplying countries of Europe and North America. As such, the Company has an edge in the gathering of information on product trend and the quotation of international firms that no competitor in Taiwan can compare with.

  • B. Unfavorable factors:

  • a. There is only a limited number of suppliers for the high-speed floating principal axis and controllers, a critical component for electronic machinery. The Company has a strong team of R&D personnel and has started to develop principal axis with preliminary success. This unfavorable situation could be eliminated to certain extent if mass production can be launched.

  • b. The industry of PCB is highly competitive that dictated for rapid advancements in production technology. In supporting the development of the industry, other related production equipment are also compelled to upgrade very quickly. Since the life span of this type of machinery products is short in the market, the Company has to increase its spending on research and development and engage in technology joint ventures with foreign firms to improve the situation.

  • c. Most of the board materials are imported. The fluctuation of exchange rate will significantly affect the profit position of the Company. The Company has taken measures in financial operations to hedge off the risk to improve the situation.

  • d. The repercussion of the EURO debt crisis is still there. Some countries in Europe have given warning of a recession for the second time. This may affect global economy and the export of the Company to Europe. The Company will spare no effort to develop other emerging markets to improve the situation.

  • C. Responses

  • a. The Company adopts the group marketing mode on condition that there is no conflict of interest and supplementary in machine models thereby forming a joint information, technology, and design and development center. This joint mode of operation helps to reduce cost and broaden the marketing network and

-96-

development of market.

  • b. With the wealth of experience in research, design, and development, the Company attributed the functions of the machinery into different modules for design and production that helps to shorten the lead-time for development, and can launch to the market in high speed with flexibility to satisfy market needs.

  • c. The Company seeks industry-academic cooperation education with schools with departments and disciplines in mechanical engineering. Professional training could be materialized through training at home and abroad. In addition, the Company has introduced technology supervision from foreign countries with study on the improvement of the design of modularized production process so as to standardize the tasks to reduce the dependence on technical workers.

  • d. Intensification of R&D and quality control on self-developed items to build up brand image. In supporting post-sale service, the Company also provides the customers with integrated services with machinery and peripheral devices before and after the sale.

  • e. Engagement in strategic alliances with famous international firms with positive effort to jointly develop new models. In addition, the Company participates in related exhibitions and reinforces in media advertising to enhance the visibility of the Company for entrance to the international market.

  • f. Maintaining positive relations with primary materials suppliers and pursuit of batch processing strategy on standard models to reduce the cost of materials purchase and work hours. Pursuit of in place procurement through overseas subsidiaries to control quality and price advantage. Reduction of operation risk.

  • g. Continue to work with institutions like ITRI and other academic units to research and development substitute parts and components for reducing product cost and reliance as well as upgrade international competitive power.

  • h. Segmentation of market by product types to differentiate with industry peers and organization of strategic alliances for joint development of international market. Under the supervision of the industry associations and the government, and the support of the government and research units, market order could be reasonably maintained.

  • i. Establishment of regional technical support center in important market in consideration of the customer population size in different regions to provide supervision and post-sale maintenance service for the customers so as to upgrade brand image.

  • j. In responding to the policy of protectionism and for proximity to market so as to keep sale channel under control, the Company planned to set up overseas assembly plants to use local production resources. This helps to reduce cost

-97-

and upgrade the competitive power in the international market.

  - k. Focus on the enhancement of profitability to improve the ratio of capital adequacy. In addition, the Company also seeks to raise capital from the capital market to make operation more stable and competitive.

  - l. Train the financial staff with the concept exchange risk hedging and take appropriate measure to hedge off financial risk with proper use of financial instruments. This will help to reduce the risk deriving from foreign exchange.
  • (II) The purpose of major and production process of major items

  • The vital purpose of major products

  • (1) Machinery:

    • A. The machine is available for cutting, grinding, drilling, forming and shaving of non-metallic materials such as wood in the process of automated production in the furniture, electronic, molding tool, sculpture and engraving, sports equipment, and plastic industries.

    • B. Supply the flat cutter and curve cutter regularly used by the aforementioned machinery in routine operation.

  • (2) Board materials

For use in display items and fixtures used at home, office, and shopping centers.

  1. Production process

(1)

==> picture [415 x 240] intentionally omitted <==

(2)

-98-

==> picture [415 x 200] intentionally omitted <==

  • (III) The supply of key materials

There are thousands of machinery materials required by the Company of which cast iron, granite, controller, motor, principal axis, and balls crews are supplied domestically and from Japan, Germany and France. The Company has more than 2 decades of experience in CNC machinery and has cultivated positive relation with the suppliers for long time. They can satisfy the needs of the Company in quality, price, and post-sale service. There has been no incident of halting of production line in order to wait for material dispensing.

-99-

  • (IV) List of customers accounted for more than 10% of the total sale and purchase in any of the last 2 years.

  • List of suppliers accounted for more than 10% of the total purchase in any of the last 2 years, the amount of purchase, and the proportion of total purchase.

Major materials suppliers in the last 2 years.

Unit: NTD 1,000

Unit: NTD 1,000 Unit: NTD 1,000 Unit: NTD 1,000 Unit: NTD 1,000
2015 2016 2017 to the previous quarter(Note2)
Item Name Amount Proportion to net
purchase of the
year

Relation
with the
issuer
Name Amount Proportion to net
purchase of the
year

Relation
with the
issuer
Name Amount
Proportion to net
purchase of the year to
the previous quarter
(%)
Relation
with the
issuer
1 a corp. 256,387
14
- a corp. 237,356
11
- a corp. 67,924
9
-
2 b corp. 62,405
3
- c corp. 64,262
3
- e corp. 32,614
4
-
3 c corp. 59,602
3
- b corp. 59,091
3
- n corp. 25,653
4
-
4 d corp. 53,117
3
- d corp. 56,622
3
- i corp. 22,890
3
-
5 e corp. 47,553
3
- h corp. 39,523
2
- c corp. 16,780
2
-
6 f corp. 36,807
2
- f corp. 37,562
2
- d corp. 13,476
2
-
7 gcorp. 36,578
2
- e corp. 36,951
1
- o corp. 12,381
2
-
8 h corp. 28,877
2
- k corp. 34,250
1
- b corp. 12,208
2
-
9 i corp. 26,981
1
- l corp. 25,266
1
- jcorp. 9,638
1
-
10 jcorp. 23,392
1
- m corp. 25,176
1
- pcorp. 9,389
1
-
Others 1,203,338
66
- Others 1,577,216
72
- Others 509,519
70
-
Net
purchase
1,835,037
100
Net
purchase
2,193,275
100
Net
purchase
732,472
100

Note1: List the suppliers accounting for more than 10% of the total purchase in the last 2 years, the amount of purchase and proportion to total purchase. Use codes to represent suppliers not to be identified as agreed by the parties, or the trading parties are individuals who are not related parties.

  • Note 2: For TWSE/GTSM-listed companies with audited or reviewed financial statements covering the most recent period to the date this report was printed available, disclose the content of financial information.

-100-

  1. Names of customers that accounted for more than 10% of the total sale in any of the last 2 years, the amount of sale, and proportion to

  2. total sale.

Information on major customers of sale in the last 2 years.

Unit: NTD 1,000

Unit: NTD 1,000 Unit: NTD 1,000 Unit: NTD 1,000 Unit: NTD 1,000
2015 2016 2017 to the previous quarter(Note2)
Item
Name
Amount Proportion
of net sale
in the year
Relation
to the
issuer
Name Amount Proportion
of net sale
in the year
Relation
to the
issuer
Name Amount Proportion to
net sales of
the year to
the previous
quarter.
Relation
with the
issuer
1 A corp. 155,044
5
- A corp. 174,775
5
- K corp. 46,844
5
-
2 B corp. 102,654
3
- K corp. 140,722
4
- Qcorp. 45,297
5
-
3 C corp. 89,848
3
- L corp. 104,688
3
- C corp. 28,498
3
-
4 D corp. 75,783
2
- C corp. 100,068
3
- F corp. 27,731
3
-
5 E corp. 53,981
2
- M corp. 91,277
2
- P corp. 24,172
3
-
6 F corp. 53,065
2
- F corp. 82,123
2
- R corp. 21,298
3
-
7 G corp. 49,618
2
- I corp. 76,589
2
- S corp. 19,170
2
-
8 H corp. 46,619
2
- N corp. 56,996
2
- M corp. 16,940
2
-
9 I corp. 46,468
1
- O corp. 56,672
1
- O corp. 13,353
2
-
10 J corp. 45,598
1
- P corp. 54,774
1
- H corp. 12,385
2
-
Others 2,418,009
77
Others 2,758,795
75
Others 597,249
70
-
Net sale 3,136,687
100
Net sale 3,697,479
100
Net sale 852,937
100

Note 1: List the customers accounting for more than 10% of the total sales in the last 2 years, the amount of sale, and proportion to total sale. Use codes to represent customers not to be identified as agreed by the parties, or the trading parties are individuals who are not related parties. Note 2: For TWSE/GTSM-listed companies with audited or reviewed financial statements covering the most recent period to the date this report was printed available, disclose the contents of financial information.

-101-

  • (V) Production volume and value in the last 2 years
roduction volume and value in the last 2 years and value in the last 2 years and value in the last 2 years and value in the last 2 years and value in the last 2 years and value in the last 2 years
Value unit: NTD1,000
Quantityunit: machine in unit
2015
2016
Production
capacity
Production
volume
Production
value
Production
capacity
Production
volume
Production
value
881
881
2,041,385
887
883
2,330,883
881
881
2,041,385
887
883
2,330,883
Production
volume and
value
Major items
2015 2016
Production
capacity

Production
volume

Production
value
Production
capacity

Production
volume

Production
value
Machinery 881
881
2,041,385 887 883 2,330,883
Total 881
881
2,041,385 887 883 2,330,883
  • (VI) Sale volume and value in the last 2 years

Value unit: NTD1,000 Quantity unit: machine in unit-

Sale volume and
value
Major items
Sale volume and
value
Major items
2015 2015 2015 2015 2016 2016 2016 2016
Domestic sale Export sale Domestic sale Export sale

Volume
Value Volume Value Volume Value Volume Value
Machi
nery
Machinery 202 534,051
679
1,533,575
59
154,357
824
2,833,954
Trading Note 183,822 Note 181,520 Note 6,600 Note 1,646
Board
materi
als

Trading
Note 680,324 Note 23,395 Note 699,481 Note 1,441
Others 0 0 0 0
Total 202 1,398,197
679
1,738,490
59
860,438
824
2,837,041

Note: Sale volume is not specified because the products are measured in different units in training.

III. Employees

Information on employees in the last 2 years to the date this report was printed.

Year
2015
2016 Current period to
March 31 2017
Employees
Number
Managers 24 23 35
Line
workers
246 270 313
General
employees
433 413 487
Total 703 706 835
Average age 39.9 40.9 40.9

-102-

Average years of
service
Average years of
service
8.4 9.2 8.9
Education
Distribution
Ratio
PhD 0 0 1
Master 51 54 68
Bachelor 320 342 353
Senior
High
School
267 252 269
Below
Senior
High
School
65 58 144

IV. Information of spending on environmental protection

  1. The principal business of the Company is the production of CNC machinery, electronic machinery under the mode of center-satellite system of production. The center plant (the Company) is responsible for the development, design, assembly, and marketing of products. Most of the parts and components are supplied by vendors that makes the center part cause no pollution and no damage to the ecological environment. However, the Company still makes an effort to improve the work environment in order to provide a comfortable and pleasant work environment for the employees for upgrading work efficiency.

  2. (1) Compilation of Labor Safety and Health Handbook.

  3. (2) Establishment of a functional unit for performing the duty of labor safety and health.

  4. (3) Installation of a viable fire safety system.

  5. (4) Measurement and testing of the work environment.

  6. (5) Establishment of green zone in the factories.

  7. (6) Support the environmental protection policy of the government.

  8. Loss inflicted by pollution of the environment in the most recent year to the date this report was printed, the total amount of penalty and responses: not applicable.

V. Labor-management relation

  • (I) Employee benefits, continuing education, training, retirement system and implementation of these policies:

  • 1.As always, the Company highly Through proper training, employees could be properly nuperpetuity, stability, developoperatio The Company has other measures to take care of the employees

    • (1) Employee insurance:

      • A. According to Article 6 of the Labor Insurance Act, all employees are protected by

-103-

labor insurance as of the day of registration for duty.

  • B. Personal accident insurance has also been taken for employees exposed to such risk. The Company will pay for the premium in full.

  • (2) Salary adjustment, reward and bonus system.

  • (3) The Company will provide subsidy or pension for the employees, their spouses, parents, and children in the occasions of matrimony, delivery of baby, death, or disability.

  • (4) Emergency Aid for the Employees.

  • (5) Release of work uniform to the employees

  • (6) On-the-job training for the employees in the Company or outside.

  • (7) Activities such as tourist travelling for the employees.

  • Retirement system and implementation:

  • The Company has instituted the retirement regulation. Employees are entitled to pension under this regulation after providing service for the Company for certain period or at certain age, or unable to continue to perform the assigned duties. The Company appropriates pension fund contribution to the special account at Central Trust Bureau monthly.

With effect on July 1 2005, the new Labor Pension Act has come into full force (hereinafter referred to as “the new system”). Employees who elect to adopt the new system for the calculation of the years of service or employees who registered for duties after the new system has come into full force will have monthly appropriation at no less than 6% of the salaries to their personal special account as reserve for pension at their retirement.

  1. Labor-management agreement and the protection of the rights of the employees Labor-management relation in the Company is harmonious at all time. Communication and coordination have been properly handled through different channels for consensus on both sides. This contribution to the smooth operation of the Company.

    • (1) Departments have their own meetings as the occasions for proper communication with the employees. At the same time, the employees can understand the production, labor safety and health, and quality control system properly. In turn, the employees can express their opinions so as to build up consensus with the management.

    • (2) The employee welfare committee meeting allows the management and the employees to engage in discussion on the benefits of the employees. This occasion also helps to strengthen the Labor-Management bonding and served as reference for administrative management.

  2. (II) Loss deriving from labor-management disputes in the most recent year to the date this report was printed: no

VI. Essential Contracts

-104-

Nature of
contracts
Parties concerned Perpetuity of
contracts
date
Major content Restricted
clause
Mid-term
loan
First Bank 2016.02.05
2021.02.05
Credit limit of 280 million with
term of 5 years. Monthly interest
payment with principal repayable
in 48 installments from the 1st
anniversary of drawdown in equal
monthly payment.
No.
Mid-term
loan
Bank of Taiwan 2011.09.26~
2020.05.26
Credit limit of NTD58 million
with term of 10 years. NTD 55
million has been drawn with
monthly payment of interest.
Principal is repayable in 32
installments from the 2nd
anniversary of drawdown in equal
quarterly payment.
No
Mid-term
loan
Bank of Taiwan 2011.09.26~
2021.01.11
Credit limit of NTD42 million
with term of 10 years. Monthly
payment of interest and principal
is repayable in 32 installments
from the 2nd anniversary of
drawdown in equal quarterly
payment.
No
Mid-term
loan
Bank of Taiwan 2014.08.21~
2019.07.21
Credit limit of NTD220 million
with term of 5 years. NTD160
million has been drawn with
monthly payment of interest.
Principal is repayable in 36th
installment from the 2nd
anniversary of drawdown in equal
monthly payment.
No
Mid-term
loan
Chang Hwa Bank 2016.03.21
2021.03.21
Credit limit of NTD100 million
with term of 5 years. Interest is
payable monthly and principal is
repayable in 48 installments from
the 1st anniversary after the
drawdown in equal monthly
payment.
No.
Mid-term
loan
Yuanta Bank 2016.02.01
2021.02.01
Credit limit of NTD50 million
with term of 5 years. Principal is
repayable from the 2nd
anniversary of drawdown with
monthly payment of interest and
the first repayment of principal
from the day after the 24th
months as the first installment.
The principal will be repaid in 7
installments with subsequent
payments once everysix months.
No
Mid-term
loans
Taichung
Commercial Bank
2016.11.29~
2018.11.29
The credit limit is NTD40 million
with term of 2 years. Principal
will be repaid in 24 installments
with monthly payment of interest.
No

-105-

SIX. Financial Position

  • I. Condensed balance sheet and comprehensive income statement covering the last 5 years

  • (1) Condensed Balance Sheet

Unit: NTD1,000

Year
Item
Year
Item

Financial Information covering the last 5 years (Note 1)

Financial Information covering the last 5 years (Note 1)

Financial Information covering the last 5 years (Note 1)

Financial Information covering the last 5 years (Note 1)

Financial Information covering the last 5 years (Note 1)
Financial
information in
current period to
March 31 2017
(Note 1)
2016 2015 2014 2013 2012
Current assets 3,460,963
3,336,894

3,211,163

3,414,096

3,005,871

3,824,910
Property, plant and
equipment
1,017,650
959,280

998,104

934,889

988,259

1,013,466
Intangible assets 145,008
157,583

148,839
15,082
16,966

148,324
Other assets 180,184
202,864

206,239
223,494
141,840

160,536
Total assets 4,803,805
4,656,621

4,564,345

4,587,561

4,152,936

5,147,236
Current
Liabilities
Cum-dividend
1,907,631

2,019,864

1,737,377

1,066,417

1,066,417

2,353,872
Ex-dividend Note 2
2,019,864

1,755,377

1,154,617

985,567

Note 2
Non-current liabilities 575,341
353,756

788,747

946,239
1,032,163
532,648
Liabilities
Total
Cum-dividend 2,482,972
2,373,620

2,526,124

2,474,608

2,098,580

2,886,520
Ex-dividend Note 2
2,373,620

2,544,124

2,562,808

2,017,730

Note 2
Shareholders’ equity
attributable to parent
company
2,297,840
2,261,455

2,039,063

2,091,811

2,031,544

2,238,652
Capital stock 1,800,000
1,800,000

1,470,000

1,470,000

1,470,000

1,800,000
Additional paid-in capital 319,573
337,206

304,206

304,206

304,206

319,573
Retained
Earnings
Cum-dividend
263,863

165,853

235,432

311,026

282,352

248,574
Ex-dividends Note 2
165,853

217,432

222,826

201,682

Note 2
Other equity (50,624) (11,541) 29,425
6,579

(25,194)

(94,523)
Treasury shares (34,972) (30,063) -
-

-

(34,972)
Uncontrolled equity 22,993
21,546

(842)
21,142
22,812

22,064
Equity
Cum-dividends
2,320,833

2,283,001

2,038,221

2,112,953

2,054,356

2,260,716
Total Ex-dividends Note 2: 2,283,001
2,020,221

2,024,753

1,973,506

Note 2

Note 1:The financial statements covering the period of January 1 2012 to March 31 2017 were audited or reviewed.

Note 2: the Ex-dividend figures as presented to the above table were based on the resolutions of the General Meeting of Shareholders of respective fiscal periods.

-106-

II.Condensed Comprehensive Financial Statements

Unit: NTD1,000 Unit: NTD1,000 Unit: NTD1,000 Unit: NTD1,000 Unit: NTD1,000 Unit: NTD1,000
Year
Item
Financial Information covering the last 5 years (Note 1) Financial
information in
current period to
March 31
2017(Note 1)
2016 2015 2014 2013 2012
Revenues 3,697,479 3,136,687 3,268,623 3,164,908 2,899,627 852,937
Grossprofits 1,234,498 907,131 769,042 780,867 694,332 262,085
Operating
income
146,488 (66,943) (31,118) 66,357 103,622 1,614
Non-operating
income and
expenses
(6,441) 23,805 73,537 59,699 18,667 (18,442)
Earnings before
taxes
140,047 (43,138) 42,419 126,056 122,289 (16,828)
Earnings of
continued
operations in
currentperiod
97,025 (42,090) 16,052 106,221 88,565 (15,721)
Loss from
discontinued
operations
- - - - - -
Earnings (loss)
in current
period.
97,025 (42,090) 16,052 106,221 88,565 (15,721)
Other
comprehensive
incomes
(earnings) in
currentperiod
(40,850) (51,440) 29,455 33,226 (55,898) (44,396)
Total
comprehensive
income in
currentperiod
56,175 (93,530) 45,507 139,447 32,667 (60,117)
Earnings
attributable to
shareholders of
parent company
98,616 (41,201) 17,442 107,816 92,253 (15,289)
Earnings (1,591) (889) (1,390) (1,595) (3,688) (432)

-107-

attributable to
uncontrolled
equity
Comprehensive
incomes
attributable to
shareholders of
parent company
58,927 (92,541) 46,897 141,117 36,543 (59,188)
Comprehensive
incomes
attributable to
uncontrolled
equity
(2,752) (989) (1,390) (1,670) (3,876) (929)
Earnings per
share
0.56 (0.24) 0.12 0.73 0.63 (0.09)

Note 1: The financial statements covering the period of January 1 2012 to March 31 2017 were audited or reviewed.

-108-

III.Condensed separate balance sheet

Unit: NTD1,000

Unit: NTD1,000 Unit: NTD1,000 Unit: NTD1,000 Unit: NTD1,000 Unit: NTD1,000
Year
Item
F i nancial i n for ma tionc o v er i ng thela s t4y e ars ( N o t e1 )
2016 2015 2014 2013 2012
Current assets 1,191,950 1,498,507 1,828,024
2,293,495
1,953,534
Property, plant, and
equipment
718,882 645,386 655,903
684,325
716,850
Intangible assets 40,030 41,407 46,765
19,598
26,376
Other assets 1,674,762 1,625,560 1,513,898
1,215,423
1,283,308
Total assets 3,625,624 3,810,860 4,044,590
4,212,841
3,980,068
Current
Liabiliti
es
Cum-dividends 775,811 1,212,870 1,224,105
1,180,811
943,970
Ex-dividends Note 2 1,212,870 1,242,105
1,269,011
863,120
Non-current liabilities 551,973 336,535 781,422
940,219
1,004,554
Liabiliti
es
Total
Cum-dividends
1,327,784
1,549,405 2,005,527
2,121,030
1,948,524
Ex-dividend Note 2 1,549,405 2,023,527
2,209,230
1,867,674
Shareholders’ equity
attributable to parent
company
2,297,840 2,261,455 2,039,063
2,091,811
2,031,544
Capital stock 1,800,000 1,800,000 1,470,000
1,470,000
1,470,000
Additional paid-in
capital
319,573 337,206 304,206
304,206
304,206
Retained
Earnings
Cum-dividends
263,863
165,853 235,432
311,026
282,532
Ex-dividends Note 2 165,853 217,432
242,826
201,682
Other equity (50,624) (11,541) 29,425
6,579
(25,194)
Treasuryshares (34,972) (30,063) -
-
-
Uncontrolled equity 0 0 0
0
0
Equity Cum-dividends
2,297,840
2,261,455 2,039,063
2,091,811
2,031,544
Total Ex-dividend Note 2 2,261,455 2,021,063
2,000,611
1,950,694

Note 1: the separate financial information covering the last 5 years were audited and certified. Note 2: The cum-dividend figures presented in the above table were based on the resolutions of the General Meeting of Shareholders of respective fiscal periods.

-109-

IV. Condensed Separate Comprehensive Income Statement

Unit: NTD1,000

Unit: NTD1,000 Unit: NTD1,000 Unit: NTD1,000 Unit: NTD1,000 Unit: NTD1,000
Year
Item
F i n a n c i a l i n f o r m a t i o n c o v e r i ngt h e l a s t 5ye a r s(N o t e 1)
2016 2015 2014 2013 2012
Revenues 1,123,840 1,446,687 1,818,731
2,581,757
2,367,694
Grossprofits 324,810 287,678 462,371
564,910
489,974
Operatingincome -24,872 -52,931 95,704
115,067
130,089
Non-operating
income
and
expenses

145,151
23,914 (66,948)
10,434
(3,663)
Earnings
before
taxes

120,279
-29,017 28,756
125,501
126,426
Earnings
for
continued
operations
in
currentperiod


98,616
-41,201 17,422
107,816
92,253
Loss
from
discontinued
operations

-
- -
-
-
Earnings (loss) in
currentperiod

98,616
-41,201 17,422
107,816
92,253
Other
comprehensive
income
(earnings)
in currentperiod

-39,689
-51,340 29,455
33,301
(55,710)
Total
comprehensive
income in current
period

58,927
-92,541 46,897
141,117
36,543
Earningsper share 0.56 -0.24 0.12
0.73
0.63

Note 1: the separate financial information covering the last 5 years were audited and certified.

-110-

(V) Condensed Balance Sheet, -the SFAS of the Republic of China

Unit: NTD1,000

Year
Item
Year
Item
Financial information coveringthe last 5years Financial information coveringthe last 5years Financial information coveringthe last 5years Financial information coveringthe last 5years (Note 1)
2016 2015 2014 2013 2012
Current assets Not
applicable
Not
applicable
Not
applicable
Not
applicable
1,971,317
Funds and investments Not
applicable
Not
applicable
Not
applicable
Not
applicable
966,511
Fixed assets Not
applicable
Not
applicable
Not
applicable
Not
applicable
721,670
Intangible assets Not
applicable
Not
applicable
Not
applicable
Not
applicable
26,600
Other assets Not
applicable
Not
applicable
Not
applicable
Not
applicable
293,604
Total assets Not
applicable
Not
applicable
Not
applicable
Not
applicable
3,979,702
Current
liabilities
Cum-dividends
Not
applicable
Not
applicable
Not
applicable
Not
applicable
968,847
Ex-dividends Not
applicable
Not
applicable
Not
applicable
Not
applicable
887,997
Long-term liabilities Not
applicable
Not
applicable
Not
applicable
Not
applicable
776,961
Other liabilities Not
applicable
Not
applicable
Not
applicable
Not
applicable
133,341
Liabilitie
s
Total
Cum-dividend Not
applicable
Not
applicable
Not
applicable
Not
applicable
1,879,149
Ex-dividends Not
applicable
Not
applicable
Not
applicable
Not
applicable
1,798,299
Capital stocks Not
applicable
Not
applicable
Not
applicable
Not
applicable
1,470,000
Additional paid-in
capital
Not
applicable
Not
applicable
Not
applicable
Not
applicable
304,206
Retained Cum-dividends
Not
applicable
Not
applicable
Not
applicable
Not
applicable
301,752
Earnings Ex-dividends Not
applicable
Not
applicable
Not
applicable
Not
applicable
220,902
Unrealized gains of
financialproducts
Not
applicable
Not
applicable
Not
applicable
Not
applicable
(2,895)
Accumulated conversion
adjustment
Not
applicable
Not
applicable
Not
applicable
Not
applicable
50,728
Treasuryshares Not
applicable
Not
applicable
Not
applicable
Not
applicable
-
Net loss unrecognized as
pension costs
Not
applicable
Not
applicable
Not
applicable
Not
applicable
(23,238)
Sharehol
ders’
equity
Cum-dividends
Not
applicable
Not
applicable
Not
applicable
Not
applicable
2,100,553
Total
equity
Ex-dividends Not
applicable
Not
applicable
Not
applicable
Not
applicable
2,019,703

-111-

Note 1: the financial information covering the last 5 years was audited and certified. Note 2: The cum-dividends figures presented in the above table were based on the resolutions of the General Meeting of Shareholders of the respective fiscal periods.

-112-

VI.Condensed Income Statement -– SFAS of the Republic of China

Unit: NTD1,000

Unit: NTD1,000 Unit: NTD1,000 Unit: NTD1,000 Unit: NTD1,000 Unit: NTD1,000
Year
Item

Financial information coveringthe last 5years(Note 1)
2016 2015 2014 2013 2012
Revenues Not
applicable
Not
applicable
Not
applicable
Not
applicable
2,366,635
Realized gross profits Not
applicable
Not
applicable
Not
applicable
Not
applicable
497,541
Operating income Not
applicable
Not
applicable
Not
applicable
Not
applicable
128,868
Non-operating
income and expenses
Not
applicable
Not
applicable
Not
applicable
Not
applicable
81,905
Non-operating
expenses and loss
Not
applicable
Not
applicable
Not
applicable
Not
applicable
86,654
Earnings before taxes
for continued
operations
Not
applicable
Not
applicable
Not
applicable
Not
applicable
124,119
Income of continued
operations
Not
applicable
Not
applicable
Not
applicable
Not
applicable
90,561
Income of
discontinued
operations
Not
applicable
Not
applicable
Not
applicable
Not
applicable
-
Extraordinary items Not
applicable
Not
applicable
Not
applicable
Not
applicable
-
Accumulated effect of
changes in accounting
policies


Not
applicable
Not
applicable
Not
applicable
Not
applicable
-
Income
period
in current
Not
applicable
Not
applicable
Not
applicable
Not
applicable
90,561
Earnin
gs per
Cum-dividends
in retrospect


Not
applicable
Not
applicable
Not
applicable
Not
applicable
0.62
share Ex-dividends
in retrospect

Not
applicable
Not
applicable
Not
applicable
Not
applicable
-

Note 1: The financial information covering the last 5 years was audited and certified.

-113-

VII. Condensed Consolidated Balance Sheet- – SFAS of the Republic of China

Unit: NTD1,000

Unit: NTD1,000 Unit: NTD1,000 Unit: NTD1,000 Unit: NTD1,000 Unit: NTD1,000
Year
Item

Financial information coveringthe last 5years(Note 1)
2016 2015 2014 2013 2012
Current assets Not
applicable

Not
applicable

Not
applicable

Not
applicable

3,023,292
Funds and investments Not
applicable

Not
applicable

Not
applicable

Not
applicable

26,747
Fixed assets Not
applicable

Not
applicable

Not
applicable

Not
applicable

865,376
Intangible assets Not
applicable

Not
applicable

Not
applicable

Not
applicable

30,199
Other assets Not
applicable

Not
applicable

Not
applicable

Not
applicable

168,959
Total assets Not
applicable

Not
applicable

Not
applicable

Not
applicable

4,114,573
Current
Liabilities
Cum-dividends
Not
applicable

Not
applicable

Not
applicable

Not
applicable

1,053,708
Ex-dividends Not
applicable

Not
applicable

Not
applicable

Not
applicable

972,858
Long-term liabilities Not
applicable

Not
applicable

Not
applicable

Not
applicable

798,929
Other liabilities Not
applicable

Not
applicable

Not
applicable

Not
applicable

138,100
Liabilities
Total
Cum-dividends
Not
applicable

Not
applicable

Not
applicable

Not
applicable

1,990,737
Ex-dividends Not
applicable

Not
applicable

Not
applicable

Not
applicable

1,909,887
Capital stocks Not
applicable

Not
applicable

Not
applicable

Not
applicable

1,470,000
Additionalpaid-in capital Not
applicable

Not
applicable

Not
applicable

Not
applicable

304,206
Retained
Earnings
Cum-dividends
Not
applicable

Not
applicable

Not
applicable

Not
applicable

301,752
Ex-dividends Not
applicable

Not
applicable

Not
applicable

Not
applicable

220,902
Unrealized gains of financial
products
Not
applicable

Not
applicable

Not
applicable

Not
applicable

(2,895)
Accumulated conversion
adjustments
Not
applicable

Not
applicable

Not
applicable

Not
applicable

50,728
Treasuryshares Not
applicable

Not
applicable

Not
applicable

Not
applicable

0
Net loss of unrecognized
pension cost
Not
applicable

Not
applicable

Not
applicable

Not
applicable

(23,238)
Minorityequity Not
applicable

Not
applicable

Not
applicable

Not
applicable

23,283
Shareholders’
equity
Total equity

Cum-dividends

Not
applicable

Not
applicable

Not
applicable

Not
applicable

2,123,836
Ex-dividends Not
applicable

Not
applicable

Not
applicable

Not
applicable

2,042,986

Note 1: The financial information covering the last 5 years was audited and certified. Note 2: The cum-dividends figures presented in the above table were based on the resolutions of the

-114-

General Meeting of Shareholders of respective fiscal periods.

-115-

VIII. Condensed Consolidated Income Statement –SFAS of the Republic of China

Unit: NTD1,000 Note

Year
Item
Year
Item

Financial informationcovering thelast 5 years

Financial informationcovering thelast 5 years

Financial informationcovering thelast 5 years

Financial informationcovering thelast 5 years
(Note1)
2016 2015 2014 2013 2012
Revenues Not
applicable
Not
applicable
Not
applicable
Not
applicable
2,878,253
Grossprofits Not
applicable
Not
applicable
Not
applicable
Not
applicable
691,353
Operatingincome Not
applicable
Not
applicable
Not
applicable
Not
applicable
98,035
Non-operating
income
and expenses

Not
applicable
Not
applicable
Not
applicable
Not
applicable
115,984
Non-operating expenses
and loss

Not
applicable
Not
applicable
Not
applicable
Not
applicable
94,037
Earnings before taxes
for continued operations
Not
applicable
Not
applicable
Not
applicable
Not
applicable
119,982
Income of continued
operations
Not
applicable
Not
applicable
Not
applicable
Not
applicable
86,873
Income of discontinued
operations
Not
applicable
Not
applicable
Not
applicable
Not
applicable
-
Extraordinaryitems Not
applicable
Not
applicable
Not
applicable
Not
applicable
-
Accumulated effect of
changes in accounting
policies
Not
applicable
Not
applicable
Not
applicable
Not
applicable
-
Income in currentperiod Not
applicable
Not
applicable
Not
applicable
Not
applicable
86,873
consolidated earnings
attributable to parent
company.
Not
applicable
Not
applicable
Not
applicable
Not
applicable
90,561
Earnings
per share
Before
adjustment
Not
applicable
Not
applicable
Not
applicable
Not
applicable
0.62
After
adjustment
Not
applicable
Not
applicable
Not
applicable
Not
applicable
0.62

1: the financial information covering the last 5 years was audited and certified.

(IX) Names of external auditors in the last 5 years and audit opinions

-116-

Year
Name of CPA firm
Name of
certification CPA
Audit opinion
101 KPMG Taiwan Huang Po-Shu,
Lin Hsiu-Yu
Modified unqualified
opinion
102 KPMG Taiwan Huang Po-Shu,
Lin Hsiu-Yu
Modified unqualified
opinion
103 KPMG Taiwan Huang Po-Shu,
Yu An-Tien
Modified unqualified
opinion
104 Deloitte Taiwan Fan You-Wei, Tai
Hsin-Wei
Modified unqualified
opinion
105 Deloitte Taiwan Fan You-Wei,
Tai-Hsin-Wei
Standard unqualified
opinion

-117-

II. Financial analysis covering the last 5 years (I) Financial Analysis

Year
Items of analysis
Year
Items of analysis
Year
Items of analysis

Financial analysis coveringthe last 5years(Note 1)

Financial analysis coveringthe last 5years(Note 1)

Financial analysis coveringthe last 5years(Note 1)

Financial analysis coveringthe last 5years(Note 1)

Financial analysis coveringthe last 5years(Note 1)
F i n a n c i a l
information in
current period to
March 31 2017
( N o t e
1 )
2016 2015 2014 2013 2012
Financial
structure
Liabilities to assets
ratio(%)
52 51 55 55 51 56
Long-term capital to
property, plant, and
equipment ratio(%)


275
260 268 306 289 266
Ability to
Repay debt
Current ratio(%) 181 166 185 223 282 162
Quick ration(%) 113 102 108 150 174 97
Debt service coverage
ratio(times)
6 -1 2 6 6 -2
Utility Receivable turnover
(times)
3.21 2.81 2.58 2.60 2.06 2.64
Daily sales
outstanding
114 130 141 142 178 138
Inventory turnover
(times)
2.02 1.78 2.10 2.16 1.91 1.77
Payable turnover rate
(times)
7.29 7.09 7.21 7.05 5.44 4.88
Average days for
selling
181 205 174 169 192 206
Fixed assets turnover
(times)
3.74 3.27 3.27 3.39 2.93 3.36
Total assets turnover
(times)
0.78 0.68 0.72 0.69 0.70 0.69
Profitability Return on Assets(%) 2.55 -0.49 0.96 2.93 2.48 -0.21
Return on equity (%) 4.21 -1.95 0.77 5.10 4.25 -0.69

Ratio to
paid-in
capital
(%)
Operating
income
8.14 -3.72 -2.12 4.51 7.05 0.09
Earnings
before
taxation
7.78 -2.40 1.09 8.58 8.32 -0.93

Netprofit
rate(%) 2.62 -1.34 0.49 3.36 3.05 -1.84
Earnings
per share
(NTD)
Cum-divide
nds in
retrospect
0.56 -0.24 0.12 0.73 0.62 -0.09
Ex-dividend
s in
retrospect
0.56 - 0.12 0.73 0.62 -
Cash
Flow
Cash flow ratio(%) -3.91 20.38 10.62 16.06 44.22 -8.16
Cash flow adequacy
ratio(%)
193 86 34 50 10 61
Cash reinvestment
ratio(%)
-2.7 12.68 2.97 4.68 10.54 -8.43
Leverage Operations leverage 5.23 -7.43 -19.22 15.67 10.99 90.13
Financial leverage 1.24 0.74 0.48 1.66 1.29 -0.34

-118-

Notes to changes in financial ratio

  1. Financial structure: no significant changes.

  2. Ability to repay debt: the decline of current assets and current liabilities caused a rise of current ratio and quick ratio.

  3. Utility: Intensification of account receivable management that caused the daily sales outstanding and average day’s sales decline in 2016.

  4. Profitability: profit in 2016 indicated an improvement from the same period in 2015.

  5. Cash flow: mainly because of the cash flow from operations in 2016 that caused a decline of ratios related to cash flows.

  6. Leverage: the leverage of 2016 was higher than in 2015 mainly because of the increase in revenues for the year.

Note 1: The consolidated financial information covering the period of January 1 2012 to March 31 2017 were audited or reviewed.

-119-

Equation for financial analysis calculations:

  1. Financial structure

  2. (1) Liabilities to assets ratio= total liabilities/total assets

  3. (2) Long-term capital to property, plant, and equipment ratio = (total equity + non-current liabilities)/property, plant, and equipment -net

2. Ability to repay debt

  • (1) Current ratio = current assets/current liabilities.

  • (2) Quick ratio = (current assets – inventory – prepayments)/current liabilities.

  • (3) Debt service coverage ratio = EBIT/interest expense in current period.

3. Utility

  • (1) Receivable (including account receivable and note receivable deriving from business operation) turnover = net sale/balance of average receivable in various periods (including account receivable and note receivable deriving from business operation).

  • (2) Average daily sales outstanding= 365receivable turnover rate.

  • (3) Inventory turnover = cost of sale/average inventory.

  • (4) Payable (including account payable and note payable deriving from business operation) turnover rate = cost of sale/ balance of average payable in various periods (including account payable and note payable deriving from business operation).

  • (5) Average days for selling =365/inventory turnover rate.

  • (6) Property, plant, and equipment turnover rate = net sale/net average property, plant, and equipment

  • (7) Total assets turnover rate = net sale/average total assets.

  • Profitability

  • (1) Return on assets = (Earnings + interest expense × (1-tax rate))/ /32618>average total assets.

  • (2) Return on equity = Earnings /average total equity.

  • (3) Net profit rate = Earnings/net sale.

  • ((4)Earnings per share = Shareholders’ equity attributable to parent company –preferred share dividends)/weighted average quantity of outstanding shares.

5. Cash flow

  • (1) Cash flow ratio = net cash flow from operation/current liabilities.

  • (2) Net cash flow adequacy ratio = Net cash flow from operation in the last 5 years /(capital spending + rate of increase of inventory + cash dividend in the last 5 years).

  • (3) Cash reinvestment ratio = (net cash flow from operation –cash dividend)/(gross property, plant, and equipment + long-term investment + other non-current assets + working capital).

6. Leverage:

  • (1) Operation leverage = (net sale – variable operation cost and expense) / operating income.

  • (2) Financial leverage = operating income / (operating income – interest expense)).

-120-

2. Financial Analysis- IAS(separate)

Year Year Year Year Financial analysis covering the last 4 years (Note 1) Financial analysis covering the last 4 years (Note 1) Financial analysis covering the last 4 years (Note 1) Financial analysis covering the last 4 years (Note 1) Financial analysis covering the last 4 years (Note 1)
Items for analysis 2016 2015 2014 2013 2012
Financial Liabilities to assets ratio
(%)
37 41 50 50 49
Long-term capital to fixed
assets ratio(%)
385 382 407 415 392
Ability to
repay debt
Current ratio (%) 154 124 149 194 207
Quick ratio(%) 119 97 116 147 132
Debt service coverage
ratio(times)
7 -1 2 6 6
Utility Account receivable
turnover(times)
1.59 1.36 1.41 2.12 1.72
Daily sales outstanding 229 268 259 172 212
Inventory turnover
(times)
2.93 3.46 2.95 3.28 2.69
Payable turnover rate
(times)
3.71 4.93 5.12 7.18 5.41
Average days for selling 125 105 124 111 136
Fixed assets turnover
(times)
1.56 2.24 2.77 3.77 3.3
Total assets turnover
(times)
0.30 0.38 0.45 0.61 0.59
Profitability Return on Assets (%) 3.07 -0.64 0.99 3.13 2.68
Return on equity (%) 4.33 -1.92 0.84 5.23 4.49
Ratio to
paid-in
capital
(%)
Operating
income
-1.38 -2.94 6.51 7.83 8.85
Earnings
before
taxation
6.68 -1.61 1.96 8.54 8.6
Net profit rate (%) 8.77 -2.85 0.96 4.18 3.9
Earnings
per share
(NTD)
Cum-dividend
in retrospect
0.56 -0.24 0.12 0.73 0.63
Ex-dividend
in retrospect
0.56 - - 0.73 0.62
Cash

flow
Cash flow ratio (%) 8.34 46.56 18.09 23.63 44.22
Cash flow adequacy ratio
(%)
2654 613 94 56 44
Cash reinvestment ratio
(%)
1 19 4 6 10
Leverage Operation leverage -9.22 -4.31 4.1 4.8 3.7
Financial leverage 0.57 0.73 1.42 1.27 1.23
Notes to changes in financial ratio
Financial structure: capital has been raised to retire loans under financial planning, that caused a
decline in the liabilities to assets ratio in 2016.
Ability to repay debt: the increase of earnings in current period contributed to a rise of debt
service coverage ratio.
Utility: no significant change.
Profitability: Profit in 2016 was at a higher level than in the same period of 2015.
Cash flow: the cash out from operation in 2016 caused a decline of the cash flow ratio.
Leverage: the leverage in 2016 indicated a decline when compared with 2015 due to a decrease
of operatingincome in 2016.

Note 1: The separate financial information covering the last 5 years were audited and certified.

-121-

(III) Financial Analysis –SFAS of the Republic of China

Year
Items for analysis
Year
Items for analysis
Year
Items for analysis

Financial analysis coveringthe last 5years(Note 1)

Financial analysis coveringthe last 5years(Note 1)

Financial analysis coveringthe last 5years(Note 1)

Financial analysis coveringthe last 5years(Note 1)

Financial analysis coveringthe last 5years(Note 1)
2016 2015 2014 2013 2012
Financial
Structure
Liabilities to assets
ratio (%)
Not
applicable

Not
applicable
Not
applicable
Not
applicable
47
Long-term capital to
fixed assets ratio (%)

Not
applicable

Not
applicable
Not
applicable
Not
applicable
399
Ability to Repay
debt
Current ratio(%) Not
applicable

Not
applicable
Not
applicable
Not
applicable
203
Quick ratio (%) Not
applicable

Not
applicable
Not
applicable
Not
applicable
130
Debt service
coverage ratio
(times)
Not
applicable

Not
applicable
Not
applicable
Not
applicable
6
Utility Receivable
turnover(times)
Not
applicable

Not
applicable
Not
applicable
Not
applicable
2
Daily sales outstanding Not
applicable

Not
applicable
Not
applicable
Not
applicable
216
Inventory
turnover(times)
Not
applicable

Not
applicable
Not
applicable
Not
applicable
2.68
Payable turnover
(times)
Not
applicable

Not
applicable
Not
applicable
Not
applicable
5.38
Average days for
selling
Not
applicable

Not
applicable
Not
applicable
Not
applicable
136
Fixed assets turnover
(times)
Not
applicable

Not
applicable
Not
applicable
Not
applicable
3
Total assets turnover
(times)
Not
applicable

Not
applicable
Not
applicable
Not
applicable
1
Profitability Return on Assets (%)
Not
applicable

Not
applicable
Not
applicable
Not
applicable
3
Return on equity (%) Not
applicable

Not
applicable
Not
applicable
Not
applicable
4
Ratio to
p a id - i n
c a p it a l
(
%
)


Operating
income
Not
applicable

Not
applicable
Not
applicable
Not
applicable
9

Earnings
before taxes
Not
applicable

Not
applicable
Not
applicable
Not
applicable
8
Net profit rate(%) Not
applicable

Not
applicable
Not
applicable
Not
applicable
4
Earnings
per share


Cum-dividen
ds in
retrospect
Not
applicable

Not
applicable
Not
applicable
Not
applicable
0.62

-122-

( N T D ) Ex-dividends
in retrospect

Not
applicable

Not
applicable
Not
applicable
Not
applicable
-
Cash Flow Cash flow ratio (%) Not
applicable

Not
applicable
Not
applicable
Not
applicable
44
Cash flow adequacy
ratio (%)
Not
applicable

Not
applicable
Not
applicable
Not
applicable
5
Cash re-investment
ratio (%)
Not
applicable

Not
applicable
Not
applicable
Not
applicable
10
Leverage Operation leverage Not
applicable

Not
applicable
Not
applicable
Not
applicable
3.74
Financial leverage Not
applicable

Not
applicable
Not
applicable
Not
applicable
1.23
Notes to changes in financial ratio
Financial Structure: The decline of liability ratio and rise of long-term capital ratio
was the result of the decrease of liabilities and the adjustment of loan
structurein 2012.
Ability to Repay Debt: Both the current ratio and quick ratio were improved due to
the decrease of liabilities and the adjustment of loan structure.
Utility: The sale in 2012 was not as good as expected under the weak economic
performance in Europe, the USA, and Mainland China, to the extent
that the daily sales outstanding and average days for selling in2012
became longer.
Profitability: profitability in 2012 was not as good as in 2011.
Cash flow: Cash flow ratio moved up due to the cash inflow from operation in 2012.
Leverage: the leverage of 2012 was lower than in 2011 due to the increase of
operating income in 2012.

Note: the financial information covering the last 5 years were audited and certified.

-123-

(IV) Financial Analysis –SFAS of the Republic of China (consolidated)

Year
Items for analysis
Year
Items for analysis
Year
Items for analysis
Financial analysis coveringthe Financial analysis coveringthe Financial analysis coveringthe last 5years(Note 1) last 5years(Note 1)
2016 2015 2014 2013 2012
Financial
Structure
Liabilities to assets ratio
(%)
Not
applicable

Not
applicable

Not
applicable

Not
applicable

48
Long-term capital to
fixed assets ratio(%)
Not
applicable

Not
applicable

Not
applicable

Not
applicable

338
Ability to
repay debt
Current ratio(%) Not
applicable

Not
applicable

Not
applicable

Not
applicable

287
Quick ratio(%) Not
applicable

Not
applicable

Not
applicable

Not
applicable

178
Debt service coverage
ratio(times)
Not
applicable

Not
applicable

Not
applicable

Not
applicable

6
Utility Account receivable
turnover(times)
Not
applicable

Not
applicable

Not
applicable

Not
applicable

2
Dailysales outstanding Not
applicable

Not
applicable

Not
applicable

Not
applicable

179
Inventory turnover
(times)
Not
applicable

Not
applicable

Not
applicable

Not
applicable

1.89
Payable turnover rate
(times)
Not
applicable

Not
applicable

Not
applicable

Not
applicable

5.45
Average days for selling Not
applicable

Not
applicable

Not
applicable

Not
applicable

193
Fixed assets turnover
(times)
Not
applicable

Not
applicable

Not
applicable

Not
applicable

3
Total assets turnover
(times)
Not
applicable

Not
applicable

Not
applicable

Not
applicable

1
Profitability Return on Assets(%) Not
applicable

Not
applicable

Not
applicable

Not
applicable

3
Return on equity (%) Not
applicable

Not
applicable

Not
applicable

Not
applicable

4
Ratio to
paid-in
capital
(%)
Operating
income
Not
applicable

Not
applicable

Not
applicable

Not
applicable

7
Earnings
before taxes

Not
applicable

Not
applicable

Not
applicable

Not
applicable

8
Netprofit rate(%) Not
applicable

Not
applicable

Not
applicable

Not
applicable

3
Earnings
per share
(NTD)
Cum-dividends
in retrospect
Not
applicable

Not
applicable

Not
applicable

Not
applicable

0.62
Ex-dividends in
retrospect
Not
applicable

Not
applicable

Not
applicable

Not
applicable

-
Cash

flow
Cash flow ratio(%) Not
applicable

Not
applicable

Not
applicable

Not
applicable

44
Cash flow
(%)
adequacy ratio Not
applicable

Not
applicable

Not
applicable

Not
applicable

9
Cash reinvestment ratio Not Not Not Not 11

-124-

(%) applicable applicable applicable applicable
Leverage Operation leverage Not
applicable

Not
applicable

Not
applicable

Not
applicable

12
Financial leverage Not
applicable

Not
applicable

Not
applicable

Not
applicable

1.31
Notes to changes in financial ratio
Financial Structure: The decline of liability ratio and rise of long-term capital ratio was the
result of the decrease of liabilities and the adjustment of loan structure.
Ability to Repay Debt: Both the current ratio and quick ratio were improved due to the
decrease of liabilities and the adjustment of loan structure.
Utility: The sale in 2012 was not as good as expected under the weak economic performance
in Europe, the USA, and Mainland China, to the extent that the daily sales outstanding and
average days for selling became longer.
Profitability: profitability in 2012 was not as good as in 2011.
Cash flow: Cash flow ratio moved up due to the cash inflow from operation in 2012.
Leverage: the leverage in 2012 was at the same level in 2011.

Note 1: the consolidated financial information covering the last 5 years were audited and certified.

-125-

Equation for financial analysis calculation:

1. Financial structure

  • (1) Liabilities to assets ratio= total liabilities/total assets.

  • (2) Long-term capital to fixed assets ratio = (net shareholders’ equity + long-term liabilities)/net

  • fixed assets.

2. Ability to repay debt

  • (1) Current ratio = current assets/current liabilities .

  • (2) Quick ratio = (current assets – inventory – pre-payments)/current liabilities .

  • (3) Debt service coverage ratio = EBIT/interest expense in current period .

3. Utility

  • (1) Receivables (including account receivable and note receivable deriving from business operation) )turnover = net sale/balance of average receivable in various periods (including account receivable and notes receivable deriving from business operation).

  • (2) Average daily sales outstanding= 365 /receivable turnover rate .

  • (3) Inventory turnover = cost of sale /average inventory .

  • (4) Payables (including account payable and notes payable deriving from business operation) turnover rate= cost of sale/ balance of average payable in various periods (including account payable and notes payable deriving from business operation).

  • (5) Average days for selling =365 /inventory turnover rate .

  • (6) Fixed assets turnover rate = net sale /net fixed assets.

  • (7) Total assets turnover rate = net sale /average total assets

4. Profitability

  • (1) Return on assets = (Earnings + interest expense ×( (1-tax rate))/average total assets .

  • (2) Return on equity = Earnings /average total equity .

  • (3) Net profit rate = Earnings/net sale .

  • (4) Earnings per share = (Shareholders’ equity attributable to parent company –preferred share dividends)/weighted average quantity of outstanding shares .

5. Cash flow

  • (1) Cash flow ratio = net cash flow from operation/current liabilities .

  • (2) Net cash flow adequacy ratio Net cash flow from operation in the last 5 years /capital spending + rate of increase of inventory + cash dividends of the last 5 years).

  • (3) Cash reinvestment ratio (net cash flow from operation– cash dividend)/(gross fixed assets+ long-term investment + other non-current assets + working capital)

6. Leverage:

  • (1) Operation leverage = (net sale – variable operation cost and expense)/operating income. (2) Financial leverage = (operating income/(operating income – interest expense).

-126-

III. Supervisors’ Review Report

Anderson Group Supervisors’ Review Report

The Board of Directors of Anderson Group compiled the Operation Highlight, Separate Financial Statements and Consolidated Financial Statements of fiscal year 2016, and also the proposal for the distribution of earnings. The aforementioned separate financial statements and consolidated financial statements were audited by the CPAs of Deloitte Taiwan with the issuance of Auditor’s Report.

We have reviewed the aforementioned statements and reports and confirmed that they were compiled in accordance with applicable laws and will present for ratification pursuant to Article 219 of the Company Act. To

General Meeting of Shareholders, regular session of 2017.

Supervisor: Chu Yung-Ta

Supervisor: Lee Huei-Chin

March 31 2017

-127-

IV. Financial statements covering the most recent period INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders Anderson Industrial Corporation

Opinion

We have audited the accompanying financial statements of Anderson Industrial Corporation (the “Corporation”), which comprise the balance sheets as of December 31, 2016 and 2015, and the statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Corporation as of December 31, 2016 and 2015, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

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

Key Audit Matters

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

Key audit matters for the Corporation’s financial statements for year 2016 are stated as follows:

Inventory Provision

As of December 31, 2016, the balance of inventory held by the Corporation was $254,449 thousand, a significant amount representing 7% of total assets. Because assessment of net realizable value of inventory is an area of the Corporation’s significant judgement based on IAS 12 “Inventory”, we believe that inventory provision is one of key audit matters. Please refer to Notes 5 and 8 to the financial statements.

  • 128 -

Our primary audit procedures in respect of this area included understanding the appropriateness of inventory provisioning policy, assessing the reasonableness of net realizable value by performing tests of samples of sales, reviewing and implementing year-end inventory count, assessing the condition of the inventory and recalculating the amount of inventory provision.

Estimated Impairment of Accounts Receivable

As of December 31, 2016, the balance of accounts receivable held by the Corporation was $595,776 thousand, a significant amount representing 17% of total assets. The evaluation of accounts receivable provision for loss, credit risk and appropriateness of provisioning policy is an area of significant judgment; therefore, we believe that the estimated impairment of accounts receivable is a key audit matter. Please refer to Notes 5 and 7 to the financial statements.

Our primary audit procedures in respect of this area included assessing the appropriateness of accounts receivable provisioning policy, testing the validity of the aging reports, analyzing circumstances of accounts receivable movements and significant past due accounts receivable, assessing the reasonableness of individual accounts receivable impairment, confirming whether there is any sign of impairment or not at the end of the year. Recoverability was also tested by vouching cash receipts after the year end date.

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

Management is responsible for the preparation and fair presentation of the financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

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

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

Auditors’ Responsibilities for the Audit of the Financial Statements

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

  • 129 -

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

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

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

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

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

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

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

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

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

  • 130 -

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

The engagement partners on the audit resulting in this independent auditors’ report are Yu Wei Fan and Hsin Wei Tai.

Deloitte & Touche Taipei, Taiwan Republic of China March 31, 2017

Notice to Readers

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

For the convenience of readers, the independent 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. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and financial statements shall prevail.

  • 131 -

ANDERSON INDUSTRIAL CORPORATION

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

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

Available-for-sale financial assets - current (Notes 4 and 22)
Debt investments with no active market - current (Note 4)
Notes receivable, net (Notes 4 and 7)
Accounts receivable - third parties (Notes 4, 7, 22 and 24)
Accounts receivable - related parties (Notes 7 and 23)
Other receivables (Notes 4 and 23)
Inventories (Notes 4 and 8)
Prepayments (Note 23)
Other current assets

Total current assets

NON-CURRENT ASSETS
Investments accounted for using the equity method (Notes 4, 9 and 10)
Property, plant and equipment (Notes 4, 10, 23 and 24)
Intangible assets (Notes 4 and 11)
Deferred tax assets (Notes 4 and 18)
Long-term notes and accounts receivable (Notes 4, 7 and 24)
Other non-current assets (Note 24)

Total non-current assets

TOTAL

LIABILITIES AND EQUITY

CURRENT LIABILITIES
Short-term borrowings (Notes 12 and 24)

Notes payable
Accounts payable (Note 23)
Other payables (Notes 13 and 23)
Provisions - current (Note 4)
Current portion of long-term borrowings (Notes 12 and 24)
Other current liabilities

Total current liabilities

NON-CURRENT LIABILITIES
Long-term borrowings (Notes 12 and 24)
Deferred tax liabilities (Note 18)
Net defined benefit liabilities (Notes 4 and 14)
Other non-current liabilities

Total non-current liabilities

Total liabilities

EQUITY (Notes 4 and 15)
Share capital
Common stock

Capital surplus

Retained earnings
Legal reserve
Unappropriated earnings

Total retained earnings

Other equity
Exchange differences on translating foreign operations
Unrealized loss on available-for-sale financial assets

Total other equity

Treasury shares

Total equity

TOTAL
2016
Amount
%
$ 112,235
3
18,753
1
10,000
-
19,751
1
142,457
4
453,319
13
162,396
4
254,449
7
18,020
-
570

-

1,191,950
33

1,589,315
44
718,882
20
40,030
1
34,237
1
-
-
51,210

1

2,433,674
67

$ 3,625,624
100

$ 260,000
7
2,331
-
217,117
6
101,730
3
13,075
1
150,875
4
30,683

1

775,811
22

471,611
13
13,912
-
66,106
2
344

-

551,973
15

1,327,784
37

1,800,000
50

319,573

9

163,053
4
100,810

3

263,863

7

(43,573) (2)
(7,051)

-

(50,624)
(2)

(34,972)
(1)

2,297,840
63

$ 3,625,624
100
2015
































































Amount
%
$ 303,610
8

27,230
1

10,000
-

34,516
1

220,429
6

487,078
13

89,368
2

290,856
7

26,699
1
8,721

-
1,498,507
39

1,488,654
39

645,386
17

41,407
1

39,423
1

54,065
2
43,418

1
2,312,353
61
$ 3,810,860
100
$ 693,696
18

12,772
-

198,266
5

130,672
4

17,629
1

107,057
3
52,778

1
1,212,870
32

206,744
6

-
-

129,751
3
40

-
336,535

9
1,549,405
41
1,800,000
47
337,206

9

163,053
4
2,800

-
165,853

4

(6,849)
-
(4,692)

-
(11,541)

-
(30,063)
(1)
2,261,455
59
$ 3,810,860
100

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

  • 132 -

ANDERSON INDUSTRIAL CORPORATION

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

OPERATING REVENUE (Notes 4, 16 and 23)

OPERATING COSTS (Notes 8, 17 and 23)

GROSS PROFIT
REALIZED GAIN ON TRANSACTIONS WITH
SUBSIDIARIES

REALIZED GROSS PROFIT

OPERATING EXPENSES (Notes 4 and 17)
Selling and marketing expenses
General and administrative expenses
Research and development expenses

Total operating expenses

LOSS FROM OPERATIONS

NON-OPERATING INCOME AND EXPENSES
(Notes 4 and 17)
Other income (Note 23)
Other gains and losses
Finance costs
Share of profits (losses) of subsidiaries and
associates accounted for using the equity method
(Note 9)

Total non-operating income and expenses

PROFIT (LOSS) BEFORE INCOME TAX
INCOME TAX EXPENSE (Notes 4 and 18)

NET PROFIT (LOSS) FOR THE YEAR
2016
Amount
%
$ 1,123,840
100
799,030
71

324,810
29
12,782

1

337,592
30

144,126
13
168,817
15
49,521

4

362,464
32

(24,872)
(2)

72,008
7
(33,040) (3)
(18,546) (2)
124,729
11

145,151
13

120,279
11
(21,663)
(2)

98,616

9
2015



























Amount
%
$ 1,446,687
100
1,159,009
80

287,678
20
5,491

-
293,169
20

144,716
10

148,576
10
52,808

4
346,100
24
(52,931)
(4)

43,819
3

14,588
1

(19,132) (1)
(15,361)
(1)
23,914

2

(29,017) (2)
(12,184)
(1)
(41,201)
(3)
(Continued)
  • 133 -

ANDERSON INDUSTRIAL CORPORATION

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

OTHER COMPREHENSIVE INCOME (LOSS)
Items that will not be reclassified subsequently to
profit or loss:
Remeasurement of defined benefit plans

Share of the other comprehensive income (loss) of
subsidiaries and associates accounted for using
the equity method
Income tax relating to items that will not be
reclassified subsequently to profit or loss


Items that may be reclassified subsequently to profit
or loss:
Exchange differences on translating foreign
operations
Unrealized gain (loss) on available-for-sale
financial assets
Share of the other comprehensive income (loss) of
subsidiaries and associates accounted for using
the equity method


Other comprehensive loss for the year, net of
income tax

TOTAL COMPREHENSIVE INCOME (LOSS) FOR
THE YEAR

EARNINGS (LOSS) PER SHARE (Note 19)
Basic
Diluted
2016
Amount
%
$ 298
-
(853)
-
(51)

-

(606)

-

(36,724) (3)
1,523
-
(3,882)
(1)

(39,083)
(4)

(39,689)
(4)

$ 58,927

5

$ 0.56
$ 0.56
2015















Amount
%
$ (11,511)
-

(820)
-
1,957

-
(10,374)

-

(39,262) (3)

(1,590)
-
(114)

-
(40,966)
(3)
(51,340)
(3)
$ (92,541)
(6)
$ (0.24)

$ $

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

(Concluded)

  • 134 -

ANDERSON INDUSTRIAL CORPORATION

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

Common Stock Capital Surplus
BALANCE AT JANUARY 1, 2015
$ 1,470,000
$ 304,206

Appropriation of 2014 earnings
Legal reserve
-
-
Cash dividends distributed by the Corporation - NT$0.1 per share

-

-

Balance after appropriation
1,470,000
304,206
Net loss for the year ended December 31, 2015
-
-
Other comprehensive loss for the year ended December 31, 2015, net of income
tax

-

-

Total comprehensive loss for the year ended December 31, 2015

-

-

Issue of ordinary shares for cash
330,000
33,000
Buy-back of ordinary shares
-
-
Adjustments from changes in percentage of ownership of subsidiaries

-

-

BALANCE AT DECEMBER 31, 2015
1,800,000
337,206
Cash dividends distributed from capital surplus
-
(17,633)
Net profit for the year ended December 31, 2016
-
-
Other comprehensive loss for the year ended December 31, 2016, net of income
tax

-

-

Total comprehensive income (loss) for the year ended December 31, 2016

-

-

Buy-back of ordinary shares

-

-

BALANCE AT DECEMBER 31, 2016
$ 1,800,000
$ 319,573
Retained Earnings
Legal Reserve
Unappropriated
Earnings
$ 161,309
$ 74,123

1,744
(1,744)

-

(18,000)

163,053
54,379
-
(41,201)

-

(10,374)


-

(51,575)

-
-
-
-

-

(4)

163,053
2,800

-
-
-
98,616

-

(606)


-

98,010


-

-

$ 163,053
$ 100,810
Other Equity
Exchange
Differences on
Translating
Unrealized
Gain (Loss) on
Available-for-
Foreign
Operations
sale Financial
Assets
$ 32,413
$ (2,988)

-
-

-

-

32,413
(2,988)

-
-

(39,262)

(1,704)


(39,262)

(1,704)

-
-
-
-

-

-

(6,849)
(4,692)
-
-
-
-

(36,724)

(2,359)


(36,724)

(2,359)


-

-

$ (43,573)
$ (7,051)
Treasury
Shares
$ -

-
-


-
-
-

-

-
(30,063)
-


(30,063)
-
-
-

-

(4,909)

$ (34,972)
Total Equity
$ 2,039,063
-
(18,000)
2,021,063
(41,201)
(51,340)
(92,541)
363,000

(30,063)
(4)

2,261,455
(17,633)
98,616
(39,689)
58,927
(4,909)
$ 2,297,840

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

  • 135 -

ANDERSON INDUSTRIAL CORPORATION

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

CASH FLOWS FROM OPERATING ACTIVITIES
Profit (loss) before income tax

Adjustments for:
Depreciation expenses
Amortization expenses
Impairment loss recognized (reversal of impairment loss) on
accounts receivable
Finance costs
Interest income
Share of (profit) loss of subsidiaries and associates accounted for
using the equity method

Loss on disposal of property, plant and equipment, net
(Gain) loss on disposal of available-for-sale financial assets, net
Loss on disposal of investments accounted for using the equity
method
Reversal of impairment loss on non-financial assets
(Realized) unrealized profit with subsidiaries
Changes in operating assets and liabilities
Notes receivable
Accounts receivable (including - long-term receivables)
Accounts receivable - related parties (including - long-term
receivables)
Other receivables
Inventories
Prepayments
Other current assets
Notes payable
Accounts payable
Other payables
Provisions
Other current liabilities
Net defined benefit liabilities

Cash generated from operations
Interest received
Interest paid
Income tax paid

Net cash generated from operating activities

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of available-for-sale financial assets
Proceeds from redemption of debt investments with no active market
Purchase of investments accounted for using the equity method

Proceeds from disposal of investment accounted for using the equity
method
2016
$ 120,279

55,047
1,377
4,593
18,546
(1,297)
(124,729)
63
136
8
(826)
(12,782)
14,765
127,444
33,759
(73,028)
37,389
(14,071)
8,151
(10,441)
18,851
(28,893)
(4,554)
(21,791)

(63,348)

84,648
1,297
(18,595)

(2,616)


64,734

9,864
-
(409,202)

383,396
2015
$ (29,017)
44,852
5,358
(11,795)
19,132
(1,136)
15,361
1,539
(757)
-
(12,115)
47,063
21,767
211,084
386,873
(60,576)
100,152
674
(7,881)
12,772
(61,308)
(61,958)
(5,703)
19,543

(3,419)
630,505
1,136
(18,321)

(48,631)

564,689
16,589
974
(373,416)
-
(Continued)
  • 136 -

ANDERSON INDUSTRIAL CORPORATION

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

Payments for property, plant and equipment

Proceeds from disposal of property, plant and equipment
Decrease (increase) in refundable deposits
Increase in non-current assets
Dividends received from subsidiaries

Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES
Increase (decrease) in short-term borrowings

Proceeds from long-term borrowings
Repayment of long-term borrowings

Cash dividends paid
Issue of ordinary shares for cash
Payments for buy-back of ordinary shares

Net cash used in financing activities

NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS

CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE
YEAR

CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR
2016
$ (106,076)

64
(1,186)
(6,606)

21,190

(108,556)

(433,696)
470,000
(161,315)

(17,633)
-

(4,909)

(147,553)

(191,375)

303,610

$ 112,235
2015
$ (35,907)
33
8,111
(11,759)

20,000
(375,375)
373,696
-
(698,909)
(18,000)
363,000

(30,063)

(10,276)
179,038

124,572
$ 303,610

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

(Concluded)

  • 137 -

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

ANDERSON INDUSTRIAL CORPORATION

1. GENERAL INFORMATION

Anderson Industrial Corporation (the “Corporation”) was incorporated in the Republic of China (ROC) in July 1972. The Corporation is mainly engaged in the import and export of computer numerical control (CNC) machinery, tooling, lumber, wood panels, and building materials.

On October 11, 2000, the Corporation’s shares were listed on the Taiwan Stock Exchange (TWSE).

The financial statements are presented in the Corporation’s functional currency, New Taiwan dollars.

2. APPROVAL OF FINANCIAL STATEMENTS

The financial statements were approved by the Corporation’s board of directors on March 31, 2017.

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

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

Rule No. 1050050021 and Rule No. 1050026834 issued by the FSC stipulated that starting January 1, 2017, the Corporation should apply the amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IFRS, IAS, IFRIC and SIC (collectively, the “IFRSs”) issued by the IASB and endorsed by the FSC for application starting from 2017.

New, Amended or Revised Standards and Interpretations
(the“New IFRSs”)
Annual Improvements to IFRSs 2010-2012 Cycle

Annual Improvements to IFRSs 2011-2013 Cycle

Annual Improvements to IFRSs 2012-2014 Cycle

Amendments to IFRS 10, IFRS 12 and IAS 28 “Investment Entities:
Applying the Consolidation Exception”

Amendment to IFRS 11 “Accounting for Acquisitions of Interests in
Joint Operations”

IFRS 14 “Regulatory Deferral Accounts”

Amendment to IAS 1 “Disclosure Initiative”

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

Amendments to IAS 16 and IAS 41 “Agriculture: Bearer Plants”

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

Amendment to IAS 27 “Equity Method in Separate Financial
Statements”
Effective Date
Announced by IASB (Note 1)
July 1, 2014 (Note 2)
July 1, 2014
January 1, 2016 (Note 3)
January 1, 2016
January 1, 2016
January 1, 2016
January 1, 2016
January 1, 2016
January 1, 2016
July 1, 2014
January 1, 2016
(Continued)
  • 138 -
New, Amended or Revised Standards and Interpretations
(the “New IFRSs”)
Amendment to IAS 36 “Impairment of Assets: Recoverable Amount
Disclosures for Non-financial Assets”

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

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

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

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

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

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

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

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

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

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

  • 139 -

Except for the above impact, as of the date the financial statements were authorized for issue, the Corporation is continuously assessing the possible impact that the application of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the amendments to IFRSs to be applied in 2017 will have on the Corporation’s financial position and financial performance and will disclose the relevant impact when the assessment is completed.

  • b. New IFRSs issued by IASB but not yet endorsed by the FSC

The Corporation has not applied the following IFRSs issued by the IASB but not yet endorsed by the FSC. The FSC announced that amendments to IFRS 9 and IFRS 15 will take effect starting January 1, 2018. As of the date the financial statements were authorized for issue, the FSC has not announced the effective dates of other New IFRSs.

New, Revised or Amended Standards and Interpretations
Annual Improvements to IFRSs 2014-2016 Cycle

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

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

IFRS 9 “Financial Instruments”

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

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

IFRS 15 “Revenue from Contracts with Customers”

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

IFRS 16 “Leases”

Amendment to IAS 7 “Disclosure Initiative”

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

Amendments to IAS 40 “Transfers of Investment Property”

IFRIC 22 “Foreign Currency Transactions and Advance
Consideration”
Effective Date
Issued by IASB (Note 1)
Note 2
January 1, 2018
January 1, 2018
January 1, 2018
January 1, 2018
To be determined by IASB
January 1, 2018
January 1, 2018
January 1, 2019
January 1, 2017
January 1, 2017
January 1, 2018
January 1, 2018

Note 1: Unless stated otherwise, the above New IFRSs are effective for annual periods beginning on or after their respective effective dates.

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

  • 140 -

The initial application of the above New IFRSs, whenever applied, would not have any material impact on the Corporation’s accounting policies, except for the following:

  • 1) IFRS 9 “Financial Instruments”

Recognition and measurement of financial assets

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

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

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

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

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

Impairment of financial assets

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

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

  • 141 -

Transition

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

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

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  • a. Statement of compliance

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

  • b. Basis of preparation

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

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

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

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

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

As the parent company of a group, when preparing its parent company only financial statements, the Corporation used the equity method to account for its investments in subsidiaries, associates and joint ventures. In order for the amounts of the net profit for the year, other comprehensive income for the year and total equity in the parent company only financial statements to be the same as the amounts attributable to the owners of the Corporation in its consolidated financial statements, adjustments arising from the differences in the accounting treatment between the parent company only basis and the consolidated basis were made to investments accounted for by equity method, share of profit or loss of subsidiaries and associates, share of other comprehensive income of subsidiaries and associates and related equity items, as appropriate, in the parent company only financial statements.

  • 142 -

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

Current assets include:

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

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

  • 3) Cash and cash equivalents unless the asset is restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period.

Current liabilities include:

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

  • 2) Liabilities due to be settled within 12 months after the reporting period, even if an agreement to refinance, or to reschedule payments, on a long-term basis is completed after the reporting period and before the financial statements are authorized for issue; and

  • 3) Liabilities for which the Corporation does not have an unconditional right to defer settlement for at least 12 months after the reporting period. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.

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

  • d. Business combinations

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

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

  • e. Foreign currencies

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

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

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

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

  • 143 -

For the purpose of preparing the Corporation’s financial statements, the functional currencies of the Corporation (including subsidiaries in other countries that use currency different from the currency of the Corporation) are translated into the presentation currency - New Taiwan dollars as follows: Assets and liabilities are translated at the exchange rates prevailing at the end of the reporting period; income and expense items are translated at the average exchange rates for the period. The resulting currency translation differences are recognized in other comprehensive income.

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

f. Inventories

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

  • g. Investments in subsidiaries

The Corporation uses the equity method to account for its investments in subsidiaries.

Subsidiary is an entity (including a structured entity) that is controlled by the Corporation.

Under the equity method, an investment in a subsidiary is initially recognized at cost and adjusted thereafter to recognize the Corporation’s share of the profit or loss and other comprehensive income of the subsidiary. The Corporation also recognizes the changes in the Corporation’s share in the equity of subsidiaries attributable to the Corporation.

Changes in the Corporation’s ownership interest in a subsidiary that do not result in the Corporation losing control of the subsidiary are equity transactions. The Corporation recognizes directly in equity any difference between the carrying amount of the investment and the fair value of the consideration paid or received.

When the Corporation’s share in losses of a subsidiary exceeds the interest in that subsidiary (which includes any carrying amount of the investment accounted for using the equity method and long-term interests that, in substance, form part of the Corporation’s net investment in the subsidiary), the Corporation continues recognizing its share of further losses.

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

The Corporation assesses its investment for any impairment by comparing the carrying amount with the estimated recoverable amount as assessed based on the entire financial statements of the invested company. Impairment loss is recognized when the carrying amount exceeds the recoverable amount. If the recoverable amount of the investment subsequently increases, the Corporation recognizes the reversal of the impairment loss; the adjusted post-reversal carrying amount should not exceed the carrying amount that would have been recognized (net of amortization or depreciation) had no impairment loss been recognized in prior years. An impairment loss recognized on goodwill cannot be reversed in a subsequent period.

  • 144 -

When the Corporation loses control of a subsidiary, it recognizes the investment retained in the former subsidiary at its fair value at the date when control is lost. The difference between the fair value of the retained investment plus any consideration received and the carrying amount of the previous investment at the date when control is lost is recognized as a gain or loss in profit or loss. Besides, the Corporation accounts for all amounts previously recognized in other comprehensive income in relation to that subsidiary on the same basis as would be required if the Corporation had directly disposed of the related assets or liabilities.

Profits or losses resulting from downstream transactions are eliminated in full only in the parent company’s financial statements. Profits and losses resulting from upstream transactions and transactions between subsidiaries are recognized only in the parent company’s financial statements only to the extent of interests in the subsidiaries of parties that are not related to the Corporation.

  • h. Property, plant and equipment

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

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

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

i. Intangible assets

  • 1) Intangible assets acquired separately

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

  • 2) Derecognition of intangible assets

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

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

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

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

  • 145 -

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

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

k. Financial instruments

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

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

1) Financial assets

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

  • a) Measurement category

Financial assets are classified into the following categories: Available-for-sale financial assets and loans and receivables.

  • i. Available-for-sale financial assets

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

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

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

  • 146 -

Available-for-sale equity investments that do not have quoted market price in an active market and whose fair value that cannot be reliably measured and derivatives that are linked to and must be settled by delivery of those unquoted equity investments are measured at cost less any identified impairment loss at the end of each reporting period and are presented in a separate line item as financial assets carried at cost. If, in a subsequent period, the fair value of the financial assets can be reliably measured, the financial assets are remeasured at fair value. The difference between the carrying amount and the fair value is recognized in other comprehensive income on financial assets. Any impairment losses are recognized in profit and loss.

ii. Loans and receivables

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

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

b) Impairment of financial assets

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

Financial assets carried at amortized cost, such as notes receivable and accounts receivable (including long-term receivables) assets are assessed for impairment on a collective basis even if they were assessed not to be impaired individually. Objective evidence of impairment for a portfolio of receivables could include the Corporation’s past experience of non-collection of payments, an increase in the number of delayed payments in the portfolio past the average credit period, as well as observable changes in national or local economic conditions that correlate with default on receivables.

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

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

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

  • 147 -

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

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

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

For financial assets that are carried at cost, the amount of the impairment loss is measured as the difference between the asset’s carrying amount and the present value of the estimated future cash flows discounted at the current market rate of return for a similar financial asset. Such impairment loss will not be reversed in subsequent periods.

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

  • c) Derecognition of financial assets

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

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

  • 2) Financial liabilities

  • a) Subsequent measurement

Financial liabilities are measured at amortized cost using the effective interest method.

  • b) Derecognition of financial liabilities

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

  • 148 -

l. Provisions

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

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

m. Revenue recognition

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

  • 1) Sale of goods

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

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

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

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

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

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

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

  • 2) Rendering of services

Service income is recognized when services are provided.

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

  • 3) Dividend and interest income

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

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

  • 149 -

n. Leasing

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

  • 1) The Corporation as lessor

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

  • 2) The Corporation as lessee

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

o. Employee benefits

  • 1) Short-term employee benefits

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

  • 2) Retirement benefits

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

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

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

  • 3) Termination benefits

A liability for termination benefits is recognized at the earlier of when the Corporation can no longer withdraw the offer of the termination benefits or when the Corporation recognizes any related restructuring costs.

  • p. Taxation

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

1) Current tax

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

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

  • 150 -

2) Deferred tax

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

Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are generally recognized for deductible temporary differences or unused loss carryforward to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized.

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

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

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

3) Current tax and deferred tax for the year

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

5. CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

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

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

  • 151 -

a. Estimated impairment of accounts receivable

When there is objective evidence of impairment loss, the Corporation takes into consideration the estimation of future cash flows. The amount of the impairment loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the financial asset’s original effective interest rate. Where the actual future cash flows are less than expected, a material impairment loss may arise.

b. Write-down of inventory

Net realizable value of inventory is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. The estimation of net realizable value is based on current market conditions and the historical experience of selling products of a similar nature. Changes in market conditions may have a material impact on the estimation of net realizable value.

6. CASH AND CASH EQUIVALENTS

Cash on hand

Checking accounts and demand deposits
Cash equivalent
Time deposits with original maturities less than three months

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


2016
$ 2,251

109,984

-

$ 112,235
2015
$ 1,500
166,916

135,194
$ 303,610

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

Bank balance **December 31 **
2016
2015
0.01%-0.32%
0.001%-0.4%

7. NOTES AND ACCOUNTS RECEIVABLE, NET

Notes receivable

Accounts receivable

Less: Allowance for impairment loss


Current

Non-current

December 31 December 31






2016
$ 19,751

$ 600,762


(4,986)

$ 595,776

$ 595,776


-

$ 595,776
2015
$ 34,516
$ 780,397

(18,825)
$ 761,572
$ 707,507

54,065
$ 761,572
  • 152 -

Accounts Receivable

The average credit period of sales of goods was 90-180 days. In determining the recoverability of accounts receivable, the Corporation considered any change in the credit quality of the accounts receivable since the date credit was initially granted to the end of the reporting period. Allowance for impairment loss is based on estimated irrecoverable amounts determined by reference to past default experience of the counterparties and an analysis of their current financial position.

For the accounts receivable balances that were past due at the end of the reporting period, the Corporation did not recognize an allowance for impairment loss because there was no significant change in credit quality and the amounts were still considered recoverable. The Corporation did not hold any collateral or other credit enhancements for these balances.

The aging of receivables was as follows:

Less than 180 days

181-365 days
More than 365 days

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


2016
$ 588,309

11,066
1,387

$ 600,762
2015
$ 744,436
5,666
30,295
$ 780,397

The above aging schedule was based on the invoice date.

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

Less than 180 days
181-365 days
More than 365 days
**December ** **31 **
2016
$ -
-

-
$ -
2015
$ 46,216
4,851

12,554
$ 63,621

The above aging schedule was based on the invoice date.

The movements of the allowance for doubtful accounts receivable were as follows:

Individually
Assessed for
Impairment
Collectively
Assessed for
Impairment
Balance at January 1, 2015
$ 30,620
$ -
Less: Impairment losses reversed
(11,795)

-
Balance at December 31, 2015
$ 18,825
$ -
Total
$ 30,620
(11,795)
$ 18,825
(Continued)
  • 153 -
Individually
Assessed for
Impairment
Collectively
Assessed for
Impairment
Balance at January 1, 2016
$ 18,825
$ -
Less: Amounts written off during the year as
uncollectable
(18,432)
-
Add: Impairment losses recognized on
receivable

50

4,543
Balance at December 31, 2016
$ 443
$ 4,543
Total
$ 18,825
(18,432)

4,593
$ 4,986
(Concluded)

Refer to Note 22(e) for details of the factoring agreements for accounts receivable.

Refer to Note 24 for details of collaterals that the Corporation held for these balances.

8. INVENTORIES

Finished goods

Work in progress
Raw materials
Merchandise

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


2016
$ 15,932

112,604
106,324

19,589

$ 254,449
2015
$ 23,426
115,383
134,234

17,813
$ 290,856

The cost of goods sold for the years ended December 31, 2016 and 2015 included reversal of inventory write-downs of $826 thousand and $12,115 thousand, respectively. Previous write-downs were reversed as a result of increased selling prices in certain markets.

9. INVESTMENTS ACCOUNTED FOR BY THE EQUITY METHOD

Investments in subsidiaries

a. Investments in subsidiaries
December 31 December 31
2016
$ 1,589,315
2015
$ 1,488,654
Anderson Industrial (Hong Kong) Ltd. (Anderson Industrial)

Anderson Europe GmbH
Anderson America Corporation (U.S.A.) (Anderson America)
CNT Industrial (Shang-Hai) Co., Ltd. (CNT)
Shen-de Corporation
Digital Photonics Corporation
December 31
2016
2015
$ 33,575
$ 35,942
157,072
67,732
17,849
2,358
397,394
397,270
201,990
207,395
-
17,394
(Continued)
  • 154 -
Jentec Machinery (Shanghai) Co., Ltd. (Jentec)

Anderson Merchandise Corporation
Giben Holdings Co., Ltd. (BVI) (Giben BVI)
Giben Holdings Co., Ltd. (SAMOA) (Giben SAMOA)
Sogotec Enterprise Co., Ltd. (Sogotec)

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


2016
$ 77,112

96,998
284,624
189,145
133,556

$ 1,589,315
2015
$ 104,372
81,064
293,034
139,697
142,396
$ 1,488,654
(Concluded)

At the end of the reporting period, the proportion of ownership and voting rights in subsidiaries held by the Corporation were as follows:

Name of Subsidiaries
Anderson Industrial
Anderson Europe GmbH
Anderson America
CNT
Shen-de Corporation
Digital Photonics Corporation
Jentec
Anderson Merchandise Corporation
Giben BVI
Giben SAMOA
Sogotec
**December 31 **
2016
2015
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
-
94.50%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
70.63%
70.63%

In July 2015, Sogotec offset its deficit by reducing capital by $177,388 thousand, then issued 10,700 thousand ordinary shares ($18 per share) for consideration of $192,600 thousand. The Corporation subscribed for 10,595 thousand ordinary shares for consideration of $190,710 thousand, which represented 70.66% ownership in Sogotec. The Corporation’s comprehensive ownership in Sogotec decreased from 99.82% to 99.25%.

On May 10, 2016, the board of directors of Digital Photonics Corporation resolved to liquidate the Corporation, and the process of liquidation was completed on December 26, 2016.

On May 10, 2016, the board of directors of Anderson Industrial resolved to liquidate the Corporation. As of December 31, 2016, the process of liquidation was still ongoing.

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

b. Investment in associates

On March 29, 2016, the Corporation and Parpro Corporation jointly incorporated the holding company named Parpro Quality Inc.; the Corporation’s investment was $360,719 thousand (US$11,045 thousand). Parpro Quality Inc. acquired 100% ownership in Parpro Technology Inc. (original name Cal Quality Electronics Inc.) for consideration of $767,487 thousand (US$23,500 thousand). Through this transaction, the Corporation acquired 47% ownership in Parpro Technology Inc. and the acquisition date was April 1, 2016.

On June 22, 2016, the Corporation’s board of directors resolved to sell its 47% ownership in Parpro

  • 155 -

Technology Inc. to Parpro Corporation and completed the related process of the transaction on June 30, 2016. This transaction resulted in the recognition of a gain in profit or loss, calculated as follows:

Proceeds of disposal

Less: Carrying amount of investment on the date of loss of significant influence

Gain recognized
$ 370,530
(366,271)
$ 4,259

10. PROPERTY, PLANT AND EQUIPMENT

Freehold Land
Cost
Balance at January 1, 2015
$ 124,258

Additions
-
Disposals

-

Balance at December 31, 2015

124,258

Accumulated depreciation and
impairment
Balance at January 1, 2015
-
Disposals
-
Depreciation

-

Balance at December 31, 2015
-

Carrying amounts at
December 31, 2015
$ 124,258

Cost
Balance at January 1, 2016
$ 124,258

Additions
-
Disposals
-
Reclassification

-

Balance at December 31, 2016

124,258

Accumulated depreciation and
impairment
Balance at January 1, 2016
-
Disposals
-
Depreciation
-
Reclassification

-

Balance at December 31, 2016
-

Carrying amounts at
December 31, 2016
$ 124,258
Buildings
$ 683,364

2,903

(3,081)


683,186

211,601
(2,905 )

27,719


236,415

$ 446,771

$ 683,186

91,644
(341 )

12,314


786,803

236,415
(311 )
29,192

-


265,296

$ 521,507
Machinery
$ 98,295

15,022

(2,709)


110,608

60,755
(2,021 )

10,074


68,808

$ 41,800

$ 110,608

9,755
-

817


121,180

68,808
-
11,574

-


80,382

$ 40,798
Research and
Development
Equipment
$ 28,921

15,400

(2,864)


41,457

15,569
(2,763 )

3,813


16,619

$ 24,838

$ 41,457

2,258
(373 )

9,583


52,925

16,619
(369 )
11,358

-


27,608

$ 25,317
Other
Equipment
$ 74,859

2,582

(8,134)


69,307

65,869
(7,527 )

3,246


61,588

$ 7,719

$ 69,307

2,419
(5,243 )

(1,981)


64,502

61,588
(5,150 )
2,923

(1,861)


57,500

$ 7,002
Total
$ 1,009,697
35,907

(16,788)

1,028,816
353,794

(15,216 )

44,852

383,430
$ 645,386
$ 1,028,816
106,076

(5,957 )

20,733

1,149,668
383,430

(5,830 )
55,047

(1,861)

430,786
$ 718,882

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

Building 3-55 years Machinery 5-22 years Research and development equipment 3-9 years Other equipment 2-17 years

  • 156 -

In August 1996, the Corporation purchased land in Houlong Township of Miaoli County for $11,000 thousand. However, due to the statutory restrictions on the transfer of farmland, the title deed has not been legally transferred to the Corporation; therefore, the Corporation made an entrusting contract with the seller to prevent any future claims on the land by the seller, the seller’s heir at law, or any other third parties. In addition, if the land zoning is changed, the seller is obligated to transfer the title immediately. Accordingly, the farmland is recorded under other non-current assets. In March 2005, the Corporation applied to the Land Office for the modification of land usage and changed parts of the land’s zoning designation from farmland to construction use, which amounted to $4,518 thousand. Accordingly, the Corporation has been registered as the legal owner, and has reclassified such land to property, plant and equipment.

Property, plant and equipment pledged as collateral for bank borrowings were set out in Note 24.

11. INTANGIBLE ASSETS

Cost

Balance at January 1, 2015


Additions


Balance at December 31, 2015



Accumulated amortization and impairment


Balance at January 1, 2015

Amortization expense


Balance at December 31, 2015



Carrying amounts at December 31, 2015



Cost

Balance at January 1, 2016

Additions

Balance at December 31, 2016

Accumulated amortization and impairment

Balance at January 1, 2016
Amortization expense

Balance at December 31, 2016

Carrying amounts at December 31, 2016
Patent
Trademark
$ 49,850
$ 33,664


-

-


49,850

33,664

36,749
-

5,358

-


42,107

-

$ 7,743
$ 33,664

$ 49,850
$ 33,664


-

-


49,850

33,664

42,107
-

1,377

-


43,484

-

$ 6,366
$ 33,664
Total
$ 83,514

-

83,514
36,749

5,358

42,107
$ 41,407
$ 83,514

-

83,514
42,107

1,377

43,484
$ 40,030

Other intangible assets are depreciated on a straight-line basis over the estimated useful lives as follows:

Patents

20 years

  • 157 -

Management believes the Corporation will renew the trademark continuously and has the ability to do so. Various studies including studies about product life cycle, market, competitive and environmental trends, and brand extension opportunities have been performed by management of the Corporation, which supported their opinion that there is no foreseeable limit to the period over which the trademarked products are expected to generate net cash flows. Therefore, the trademark is considered to have an indefinite useful life. The trademark will not be amortized until its useful life is determined to be finite. Instead it will be tested for impairment annually and whenever there is an indication that it may be impaired.

12. BORROWINGS

a. Short-term borrowings

Secured borrowings (Note 24)
Bank loans

Unsecured borrowings
Line of credit borrowings

December 31 December 31


2016
$ -


260,000

$ 260,000
2015
$ 195,000

498,696
$ 693,696

The ranges of interest rates on bank loans were 1.17%-1.588% and 0.76%-1.73% per annum as of December 31, 2016 and 2015, respectively.

  • b. Long-term borrowings
Secured borrowings (Note 24)
Bank loans

Unsecured borrowings
Bank loans

Less: Current portion

Long-term borrowings
**December 31 ** **December 31 **



2016
$ 476,375


146,111

622,486
(150,875)

$ 471,611
2015
$ 153,801

160,000
313,801
(107,057)
$ 206,744

As of December 31, 2016 and 2015, the interest rates of the bank borrowings secured by the Corporation’s freehold land and building (see Note 24) were 1.70%-1.89% and 1.17%-2.05% per annum, respectively. The bank borrowings are due in February 2016 to March 2021.

  • 158 -

13. OTHER LIABILITIES

Other payables
Payable for salaries and bonus

Payable for commission
Payable for bonus to employees and remuneration to directors and
supervisors
Payable for interest
Others

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


2016
$ 47,035

24,042
2,454
637

27,562

$ 101,730
2015
$ 45,393
34,738
1,570
686

48,285
$ 130,672

14. RETIREMENT BENEFIT PLANS

a. Defined contribution plans

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

b. Defined benefit plans

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

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

Present value of funded defined benefit obligation

Fair value of plan asset

Deficit
Unrecognized actuarial loss, net

Net defined benefit liability
**December 31 ** **December 31 **



2016
$ 134,753


(68,647)

66,106

-

$ 66,106
2015
$ 139,905

(10,154)
129,751

-
$ 129,751
  • 159 -

Movements in net defined benefit liability were as follows:

Present Value of
the Defined Net Defined
Benefit Fair Value of Benefit
Obligation the Plan Assets Liability
Balance at January 1, 2015 $ 128,566
$ (6,907)
$ 121,659
Service cost
Current service cost 1,942 - 1,942
Net interest expense (income)
2,570
(168)
2,402
Recognized in profit or loss
4,512
(168)
4,344
Remeasurement
Return on plan assets (excluding amounts
included in net interest) - (70) (70)
Actuarial loss - changes in demographic
assumptions 1,091 - 1,091
Actuarial loss - changes in financial
assumptions 6,352 - 6,352
Actuarial gain - experience adjustments
2,639
-
2,639
Recognized in other comprehensive income
10,082
(70)
10,012
Contributions from the employer
(3,255)
(3,009)
(6,264)
Balance at December 31, 2015
139,905
(10,154)
129,751
Service cost
Current service cost 1,359 - 1,359
Net interest expense (income)
2,273
(190)
2,083
Recognized in profit or loss
3,632
(190)
3,442
Remeasurement
Return on plan assets (excluding amounts
included in net interest) - (207) (207)
Actuarial loss - changes in demographic
assumptions 748 - 748
Actuarial loss - changes in financial
assumptions 5,997 - 5,997
Actuarial loss - experience adjustments
(6,802)
-
(6,802)
Recognized in other comprehensive income (57) (207) (264)
Contributions from the employer (2,115) (64,708) (66,823)
Contributions from the employee
(6,612)
6,612
-
Balance at December 31, 2016 $ 134,753
$ (68,647)
$
66,106

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

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

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

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

  • 160 -

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

Discount rate
Expected rate of salary increase
**December 31 **
2016
2015
1.250%
1.625%
3.000%
3.000%

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

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



2016
$ (4,043)

$ 4,210

$ 4,067

$ (3,927)
2015
$ (4,268)
$ 4,466
$ 4,330
$ (4,178)

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

The expected contributions to the plan for the next year
The average duration of the defined benefit obligation
**December ** **31 **
2016
$ 2,638

12.2 years
2015
$ 64,983
12.5 years

15. EQUITY

a. Share capital

Common stocks

Number of shares authorized (in thousands)

Shares authorized

Number of shares issued and fully paid (in thousands)

Shares issued
**December 31 ** **December 31 **



2016
200,000

$ 2,000,000

180,000

$ 1,800,000
2015
200,000
$ 2,000,000
180,000
$ 1,800,000

A holder of issued common stock with par value of NT$10 per share is entitled to vote and to receive dividends.

  • 161 -

On February 29, 2015, the Corporation’s board of directors resolved to issue 33,000 thousand ordinary shares, with a par value of NT$10 each, for consideration of NT$11 per share, which will increase the share capital issued and fully paid to $1,800,000 thousand. On April 22, 2015, the above transaction was approved by the FSC, and the subscription base date was determined by the Corporation’s board of directors at April 21, 2015. On May 1, 2015, the Corporation has issued the shares and finished the registration of the new shares.

b. Capital surplus

May be used to offset a deficit, distributed as cash dividends, or
transferred to share capital
Recognized from issuance of common stocks

Recognized from conversion of bonds
Recognized from treasury share transactions

December 31 December 31


2016
$ 167,340

99,979

52,254

$ 319,573
2015
$ 184,973
99,979

52,254
$ 337,206

Such capital surplus may be used to offset a deficit; in addition, when the Corporation has no deficit, such capital surplus may be distributed as cash dividends or transferred to share capital (limited to a certain percentage of the Corporation’s capital surplus and once a year).

c. Retained earnings and dividend policy

In accordance with the amendments to the Company Act made in May 2015, the recipients of dividends and bonuses are limited to shareholders and do not include employees. The shareholders held their regular meeting on June 6, 2016 and, in that meeting, resolved amendments to the Corporation’s Articles of Incorporation (the “Articles”), particularly the amendment to the policy on dividend distribution and the addition of the policy on the distribution of employees’ compensation.

Under the dividend policy as set forth in the amended Articles, where the Corporation made profit in a fiscal year, the profit shall be first utilized for paying taxes, offsetting losses of previous years, setting aside as legal reserve 10% of the remaining profit, setting aside or reversing a special reserve in accordance with the laws and regulations, and then any remaining profit together with any undistributed retained earnings shall be used by the Corporation’s board of directors as the basis for proposing a distribution plan, which should be resolved in the shareholders’ meeting for the distribution of dividends and bonus to shareholders. The settlement of dividends and bonus distribution due to a capital increase in the fiscal year should be resolved in the shareholders’ meeting. For the policies on distribution of employees’ compensation and remuneration of directors and supervisors before and after amendment, refer to Note 17(e) “Employee benefits expense”.

According to the Articles, 30%-100% of dividends are to be distributed as cash dividends and 0%-70% as stock dividends.

A legal reserve may be used to offset deficits. If the Corporation has no deficit and the legal reserve has exceeded 25% of the Corporation’s paid-in capital, the excess may be transferred to capital or distributed in cash.

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

  • 162 -

The appropriations of earnings for 2014 which have been approved in the shareholders’ meetings on June 30, 2015, were as follows:

Legal reserve
Cash dividends
For the Year Ended
December 31, 2014
Appropriation
of Earnings
Dividends Per
Share (NT$)
$ 1,744
18,000
$0.10

The Corporation’s shareholders also resolved to issue cash dividends from capital surplus of $17,633 thousand ($0.1 per share) in the shareholders’ meeting on June 6, 2016.

The appropriations of earnings for 2016 proposed by the Corporation’s board of directors on March 31, 2017 were as follows:

Appropriation Appropriation Dividends Per
of Earnings Share (NT$)
Legal reserve $ 9,862
Cash dividends 35,266 $0.2

The Corporation’s board of directors also proposed to issue cash dividends from capital surplus of $52,899 thousand ($0.3 per share) in the meeting of the board of directors on March 31, 2017.

The appropriations of earnings for 2016 are subject to resolution in the shareholders’ meeting to be held on June 19, 2017.

  • d. Treasury shares
Number of Increase Decrease Decrease Number of
Shares at During the During the Shares at
Purpose of Buy-Back January 1 Year Year December 31
2016
Shares transferred to employees
(in thousands of shares)

3,119

550
-
3,669
2015
Shares transferred to employees
(in thousands of shares)

-

3,119
-
3,119

Under the Securities and Exchange Act, the Corporation shall neither pledge treasury shares nor exercise shareholders’ rights on these shares, such as rights to dividends and to vote.

  • 163 -

16. REVENUE


Revenue from the sale of machinery

Revenue from the rendering of services
Others

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


2016
$ 926,224

197,546
70

$ 1,123,840
2015
$ 1,439,601
7,053
33
$ 1,446,687

17. NET PROFIT (LOSS) AND OTHER COMPREHENSIVE INCOME (LOSS)

  • a. Other income

Rental income
Interest income
Others
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2016
$ 28,394

1,297

42,317

$ 72,008
2015
$ 21,734
1,136

20,949
$ 43,819
  • b. Other gains and losses

Gain (loss) on disposal of available-for-sale financial assets, net
Loss on disposal of investment accounted for using the equity
method
Loss on disposal of property, plant and equipment
Net foreign exchange gains (losses)
Others
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31




2016
$ (136)

(8)
(63)
(32,463)

(370)

$ (33,040)
2015
$ 757
-
(1,539)
16,155

(785)
$ 14,588
  • c. Finance costs

Interest on bank loans
Depreciation and amortization

Property, plant and equipment
Intangible assets
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2016
2015
$ 18,546
$ 19,132
For the Year Ended December 31


2016
$ 55,047


1,377

$ 56,424
2015
$ 44,852

5,358
$ 50,210
(Continued)

d. Depreciation and amortization

  • 164 -

An analysis of depreciation by function
Operating costs
Operating expenses
An analysis of amortization by function
Operating costs
Operating expenses
**For the Year Ended December 31 ** **For the Year Ended December 31 ** **For the Year Ended December 31 **
2016
$ 16,121

38,926
$ 55,047
$ -

1,377
$ 1,377
2015
$ 13,681

31,171
$ 44,852
$ 3,980

1,378
$ 5,358
(Concluded)

e. Employee benefits expense


Short-term benefits
Salaries

Insurance

Post-employment benefits
Defined contribution plans
Defined benefit plans

Other employee benefits

Total employee benefits expense

An analysis of employee benefits expense by function
Operating costs

Operating expenses

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







2016
$ 189,962


17,092

207,054
8,030

3,442

11,472

1,277

$ 219,803

$ 86,371


133,432

$ 219,803
2015
$ 186,672

13,816
200,488
7,977

4,344
12,321

1,846
$ 214,655
$ 87,459

127,196
$ 214,655
Salaries

Insurance
Pension
Other employee
welfare

**For ** **the Year Ended December 31 ** **the Year Ended December 31 ** **the Year Ended December 31 ** **the Year Ended December 31 **
2016 Total
$ 189,962

17,092

11,472

1,277

$ 219,803
2015


Operating
Cost
$ 74,475
6,781
4,846

269

$ 86,371
Operating
Expense
$ 115,487

10,311

6,626

1,008

$ 133,432




Operating
Cost
$ 74,871

6,996

4,931

661

$ 87,459
Operating
Expense
$ 111,801

6,820

7,390

1,185

$ 127,196
Total
$ 186,672

13,816

12,321

1,846
$ 214,655
  • 165 -

As of December 31, 2016 and 2015, the Corporation had 280 and 256 employees, respectively.

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

In compliance with the Company Act as amended in May 2015, and the amended Articles of Incorporation of the Corporation approved by the shareholders in their meeting in June 2016, the Corporation accrued employees’ compensation and remuneration of directors and supervisors at the rates between 1% and 10%, and no higher than 3%, respectively, of net profit before income tax, employees’ compensation, and remuneration of directors and supervisors. The employees’ compensation and remuneration of directors and supervisors for the years ended December 31, 2016 which have been approved by the Corporation’s board of directors on March 31, 2017, were as follows:

Accrual rate
Employees’ compensation
Remuneration of directors and supervisors
Amount
Employees’ compensation
Remuneration of directors and supervisors
For the Year
Ended
December 31,
2016
1%
1%
For the Year
Ended
December 31,
2016
Cash
$ 1,227
1,227

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

For the year ended December 31, 2015, the employees’ compensation and the remuneration to directors and supervisors were not accrued because of the net loss.

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

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

The bonus to employees and remuneration of directors and supervisors for 2014 which have been approved in the shareholders’ meeting on June 30, 2015 were as follows:

Bonus to employees
Remuneration of directors and supervisors
For the Year
Ended
December 31,
2014
Cash
$ 1,570
471
  • 166 -

There was no difference between the amounts of the bonus to employees and the remuneration of directors and supervisors approved in the shareholders’ meetings on June 30, 2015 and the amounts recognized in the financial statements for the year ended December 31, 2014.

Information on the employees’ compensation and remuneration of directors and supervisors approved in the shareholders’ meeting in 2015 is available at the Market Observation Post System website of the TWSE.

18. INCOME TAXES

a. Major components of tax expense (benefit) recognized in profit or loss


Current tax
In respect of the current year
Adjustments for prior years
Others
Deferred tax
In respect of the current year
Income tax expense recognized in profit or loss
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2016
$ -
2,616
-

19,047
$ 21,663
2015
$ 1,500
484
29,512
(19,312)
$ 12,184

A reconciliation of accounting profit and income tax expense (benefit) is as follows:


Profit (loss) before income tax

Income tax expense (benefit) calculated at the statutory rate

Nondeductible expenses in determining taxable income
Unrecognized deductible (taxable) temporary differences
Loss carryforward
Adjustments for prior years’ tax
Others

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



2016
$ 120,279

$ 20,447

(4,941)
16,318
(12,777)
2,616

-

$ 21,663
2015
$ (29,017)
$ (4,933)
6,433
(19,312)
-
484

29,512
$ 12,184

The applicable tax rate used above is the corporate tax rate of 17%.

  • b. Income tax recognized in other comprehensive income

Deferred tax
In respect of the current year:
Remeasurement on defined benefit plan
**For the Year Ended December 31 ** **For the Year Ended December 31 ** **For the Year Ended December 31 **
2016
$ 51
2015
$ (1,957)
  • 167 -

c. Deferred tax assets and liabilities

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

For the year ended December 31, 2016

Opening
Balance
Recognized in
Profit or Loss
Recognized in
Other
Comprehen-
sive Income
Deferred tax assets
Share of loss of subsidiaries
accounted for using the
equity method
$ 1,428
$ (1,428)
$ -

Defined benefit obligation
23,654
(12,372)
(51)
Unrealized gain on transactions
with associates
3,647
(2,173)
-
Loss carryforward
-
12,777
-
Others

10,694

(1,939)

-

$ 39,423
$ (5,135)
$ (51)

Deferred tax liabilities
Share of income of subsidiaries
accounted for using the
equity method
$ -
$ 13,912
$ -

For the year ended December 31, 2015
Opening
Balance
Recognized in
Profit or Loss
Recognized in
Other
Comprehen-
sive Income
Deferred tax assets
Share of loss of subsidiaries
accounted for using the
equity method
$ 7,203
$ (5,775)
$ -

Defined benefit obligation
19,747
1,950
1,957
Unrealized gain on transactions
with associates
4,581
(934)
-
Others

12,646

(1,952)

-

$ 44,177
$ (6,711)
$ 1,957

Deferred tax liabilities
Share of income of subsidiaries
accounted for using the
equity method
$ 19,773
$ (19,773)
$ -

Unrealized foreign exchange
gains

6,250

(6,250)

-

$ 26,023
$ (26,023)
$ -
Closing
Balance
$ -
11,231
1,474
12,777

8,755
$ 34,237
$ 13,912
Closing
Balance
$ 1,428
23,654
3,647

10,694
$ 39,423
$ -

-
$ -

Deferred tax assets
Share of loss of subsidiaries
accounted for using the
equity method

Defined benefit obligation
Unrealized gain on transactions
with associates
Others


Deferred tax liabilities
Share of income of subsidiaries
accounted for using the
equity method

Unrealized foreign exchange
gains

  • 168 -

d. Integrated income tax

Unappropriated earnings
Generated on and after January 1, 1998

Balance of imputation credits accounts



Creditable ratio for distribution of earnings
December 31
2016
2015
$ 100,810
$ 2,800
$ 39,180
$ 33,950
For the Year Ended December 31
2016 (Expected)
2015
20.85%
33.87%

e. Income tax returns through 2014 were examined and cleared by the tax authorities.

19. EARNINGS (LOSS) PER SHARE


Basic earnings (loss) per share
Diluted earnings per share
Unit: NT$ Per Share
For the Year Ended December 31
Unit: NT$ Per Share
For the Year Ended December 31
Unit: NT$ Per Share
For the Year Ended December 31
2016
$ 0.56
$ 0.56
2015
$ (0.24)

The earnings and weighted average number of common stocks outstanding in the computation of earnings (loss) per share were as follows:

Net Profit (Loss) for the Year


Profit (loss) for the period attributable to owners of the Corporation
Effect of potentially dilutive common stocks:
Employees’ compensation or bonus issue to employees
Earnings used in the computation of diluted earnings per share
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31



2016
$ 98,616


-
$ 98,616
2015
$ (41,201)

Weighted average number of common stocks outstanding (in thousand shares):


Weighted average number of common stocks in computation of basic
earnings (loss) per share
Effect of potentially dilutive common stocks:
Employees’ compensation or bonus issue to employees
Weighted average number of common stocks used in the
computation of diluted earnings per share
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2016
176,388


125
176,513
2015
169,060
  • 169 -

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

20. OPERATING LEASE ARRANGEMENTS

The Corporation as lessee

Operating leases relate to leases of office and plant with lease terms between 1 and 5 years.

The future minimum lease payments of non-cancellable operating lease commitments are as follows:

Not later than 1 year

Later than 1 year and not later than 5 years
Later than 5 years

December 31 December 31


2016
$ 7,198

17,746

15,608

$ 40,552
2015
$ 2,203
2,938

-
$ 5,141

21. CAPITAL MANAGEMENT

The Corporation manages its capital to ensure that entities in the Corporation will be able to continue as going concerns while maximizing the return to stakeholders through the optimization of the debt and equity balance.

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

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

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

22. FINANCIAL INSTRUMENTS

  • a. Fair value of financial instruments that are not measured at fair value

The Corporation’s management considers that the carrying amount of financial instruments that are not measured at fair value are close to the fair value.

  • 170 -

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

Fair value hierarchy

December 31, 2016

Available-for-sale financial
assets
Mutual funds

December 31, 2015
Available-for-sale financial
assets
Mutual funds
Level 1
$ 18,753

Level 1
$ 27,230
Level 2
$ -

Level 2
$ -
Level 3
$ -

Level 3
$ -
Total
$ 18,753
Total
$ 27,230

There were no transfers between Levels 1 and 2 in the current and prior periods.

  • c. Categories of financial instruments
Financial assets
Loans and receivables (1)

Available-for-sale financial assets (2)
Financial liabilities
Amortized cost (3)
**December 31 **
2016
2015
$ 900,158
$ 1,199,066
18,753
27,230
1,203,664
1,349,207
  • 1) The balances included loans and receivables measured at amortized cost, which comprise cash and cash equivalents, debt investments with no active market, notes receivable, accounts receivable, other receivables and long-term receivables.

  • 2) The balances included the carrying amount of available-for-sale financial assets.

  • 3) The balances included financial liabilities measured at amortized cost, which comprise short-term borrowings, notes payable, accounts payable, other payables and long-term borrowings.

  • d. Financial risk management objectives and policies

The Corporation’s major financial instruments include equity and debt investments, accounts receivable, accounts payable and short-term and long-term borrowings. The Corporation’s corporate treasury function provides services to the business, monitors and manages the financial risks relating to the operations of the Corporation through internal risk reports which analyze exposures by degree and magnitude of risks. These risks include market risk (including currency risk, interest rate risk and other price risk), credit risk and liquidity risk.

  • 171 -

1) Market risk

The Corporation’s activities exposed it primarily to the financial risks of changes in foreign currency exchange rates (see (a) below) and interest rates (see (b) below).

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

a) Foreign currency risk

The Corporation had foreign currency sales and purchases, which were exposed to foreign currency risk. To protect against reductions in value and the volatility of future cash flows caused by changes in foreign exchange rates, the Corporation managed the risk by balancing positions of assets and liabilities denominated in foreign currencies.

The carrying amounts of the Corporation’s foreign currency denominated monetary assets and monetary liabilities and of the derivatives exposed to foreign currency risk at the end of the reporting period are set out in Note 26.

Sensitivity analysis

The Corporation was mainly exposed to the currency United States dollar (“USD”) and currency Renminbi (“RMB”).

The following table details the Corporation’s sensitivity to a 1% increase and decrease in New Taiwan dollars (the functional currency) against the relevant foreign currencies. The rate of 1% is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents management’s assessment of the reasonably possible change in foreign exchange rates. The sensitivity analysis included only outstanding foreign currency denominated monetary items and adjusts their translation at the end of the reporting period for a 1% change in foreign currency rates. A positive number below indicates an increase in pre-tax profit and other equity assuming New Taiwan dollars strengthened by 1% against the relevant currency. For a 1% weakening of New Taiwan dollars against the relevant currency, there would be an equal and opposite impact on pre-tax profit and other equity and the balances below would be negative.

Profit or loss
Currency USD Impact
For the Year Ended
December 31
2016
2015
$ 3,303
$ 5,405
Currency RMB Impact
For the Year Ended
**December 31 **
2016
2015
$ 1,621
$ 1,732

b) Interest rate risk

The Corporation was exposed to interest rate risk because entities in the Corporation borrowed funds at both fixed and floating interest rates. The risk is managed by the Corporation by maintaining an appropriate mix of fixed and floating rate borrowings.

  • 172 -

The carrying amounts of the Corporation’s financial assets and financial liabilities with exposure to interest rates at the end of the reporting period were as follows.

Fair value interest rate risk
Financial assets

Financial liabilities
Cash flow interest rate risk
Financial assets
Financial liabilities
December 31
2016
2015
$ 10,000
$ 145,194
30,000
-
107,639
160,230
852,486
1,007,497

Sensitivity analysis

The sensitivity analyses below were determined based on the Corporation’s exposure to interest rates for both derivatives and non-derivative instruments at the end of the reporting period. For floating rate liabilities, the analysis was prepared assuming the amount of the liability outstanding at the end of the reporting period was outstanding for the whole year. A 10 basis points increase or decrease was used when reporting interest rate risk internally to key management personnel and represents management’s assessment of the reasonably possible change in interest rates.

The sensitivity analyses were determined based on the Corporation’s exposure to interest rates at the end of the reporting period. A 10 basis points increase or decrease was used when reporting interest rate risk internally to key management personnel and represents management’s assessment of the reasonably possible change in interest rates.

If interest rates had been 10 basis points higher/lower and all other variables were held constant, the Corporation’s pre-tax profit for the year ended December 31, 2016 would decrease/increase by $745 thousand and per-tax loss for the year ended December 31, 2015 would increase/decrease by $847 thousand, respectively, which was mainly attributable to the Corporation’s exposure to cash flow on its variable-rate bank borrowings.

c) Other price risk

The Corporation was exposed to equity price risk through its investments in equity securities.

Sensitivity analysis

The sensitivity analyses below were determined based on the exposure to equity price risks at the end of the reporting period. If equity prices had been 10% higher/lower, other comprehensive income (loss) for years ended December 31, 2016 and 2015 would have increased/decreased by $1,875 thousand and $2,723 thousand, respectively, as a result of the changes in fair value of available-for-sale investments.

The Corporation’s sensitivity to available-for-sale investments has not changed significantly from the prior year.

  • 173 -

2) Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Corporation. As at the end of the reporting period, the Corporation’s maximum exposure to credit risk which will cause a financial loss to the Corporation due to failure of counterparties to discharge an obligation and due to financial guarantees provided by the Corporation could arise from:

  • a) The carrying amount of the respective recognized financial assets as stated in the balance sheets; and

  • b) The amount of contingent liabilities in relation to financial guarantee issued by the Corporation.

The Corporation adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient collateral, where appropriate, as a means of mitigating the risk of financial loss from defaults. The Corporation only transacts with entities that are rated the equivalent of excellent grade. This information is supplied by a rating agency where available and, if not available, the Corporation uses other publicly available financial information to rate its major customers. The Corporation’s exposure and the credit ratings of its counterparties are continuously monitored and the aggregate value of transactions concluded is spread amongst approved counterparties.

The Corporation did transactions with a large number of unrelated customers and, thus, no concentration of credit risk was observed.

3) Liquidity risk

Ultimate responsibility for liquidity risk management rests with the board of directors, which has built an appropriate liquidity risk management framework for the Corporation’s short, medium and long-term funding and liquidity management requirements. The Corporation manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, and continuously monitoring forecast and actual cash flows as well as matching the maturity profiles of financial assets and liabilities. As of December 31, 2016 and 2015, the Corporation had available unutilized bank loan facilities set out in (b) below.

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

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

  • 174 -

December 31, 2016

On Demand
or Less than
1 Month
1-3 Months
3 Months to
1 Year
Non-derivative
financial liabilities
Non-interest bearing $ -
$ 321,178
$ -

Variable interest rate
liabilities
13,094
256,187
111,594

Fixed interest rate
liabilities

30,000

-

-

$ 43,094
$ 577,365
$ 111,594

December 31, 2015
On Demand
or Less than
1 Month
1-3 Months
3 Months to
1 Year
Non-derivative
financial liabilities
Non-interest bearing $ -
$ 341,710
$ -

Variable interest rate
liabilities
203,393
487,074

111,451

$ 203,393
$ 828,784
$ 111,451
1-5 Years
$ -

471,611

-

$ 471,611

1-5 Years
$ -

205,580

$ 205,580
5+ Years
$ -
-

-
$ -
5+ Years
$ -

-
$ -

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

b) Financing facilities

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

Amount unused


Secured bank overdraft facility:
Amount used

Amount unused

December 31 December 31





2016
$ 587,557

1,112,568

$ 1,700,125

$ 527,000

-

$ 527,000
2015
$ 713,250
1,004,463
$ 1,717,713
$ 443,216
355,000
$ 798,216
  • 175 -

  • e. Transfers of financial assets

During 2015, the Corporation discounted accounts receivable with an aggregate carrying amount of $283,572 thousand to a bank for cash proceeds of $234,699 thousand. According to the contract, if the accounts receivable are not paid at maturity, the bank has the right to request the Corporation to pay the unsettled balance. As the Corporation has not transferred the significant risks and rewards relating to these accounts receivable, it continues to recognize the full carrying amount of the receivables and has recognized the cash received on the transfer as a secured borrowing (see Note 24).

As of December 31, 2015, the carrying amount of the accounts receivable that have been transferred but have not been derecognized amounted to $106,099 thousand and the carrying amount of the related liability was $84,216 thousand.

23. TRANSACTIONS WITH RELATED PARTIES

Besides information disclosed elsewhere in the other notes, details of transactions between the Corporation and other related parties are disclosed below:

  • a. Revenue

Line Items
Related Party Categories
Sales of machinery
Subsidiaries

Purchase of goods

Related Party Categories
Subsidiaries
Receivables from related parties
Line Items
Related Party Categories
Accounts receivable
Subsidiaries

Other accounts receivable
Subsidiaries


Payables to related parties
Line Items
Related Party Categories
Accounts payable
Subsidiaries

Other accounts payable
Subsidiaries

**For the Year Ended December 31 ** **For the Year Ended December 31 ** **For the Year Ended December 31 **
2016
2015
$ 534,633
$ 863,085
**For the Year Ended December 31 **
2016
$ 13,205
**December **
2015
$ 252,058
**31 **


2016
2015
$ 453,319
$ 487,078

135,227

76,024
$ 588,546
$ 563,102
**December 31 **


2016
$ 2,640


1,203

$ 3,843
2015
$ 10,529

29,487
$ 40,016
  • b. Purchase of goods

  • c. Receivables from related parties

  • d. Payables to related parties

  • 176 -

e. Prepayments

Line Items
Related Party Categories
Prepayments for goods
Subsidiaries

Property, plant and equipment acquired

Related Party Categories
Subsidiaries
**December 31 ** **December 31 **
2016
2015
$ 3,889
$ 13,471
**For the Year Ended December 31 **
2016
$ -
2015
$ 14,073
  • f. Property, plant and equipment acquired

g. Endorsements and guarantees

Information of endorsements and guarantees for subsidiaries was disclosed in Table 2.

h. Other transactions



Line Items
Related Party Categories
Rental income
Subsidiaries

Other income (management fee)


Compensation of key management personnel

Short-term employee benefits
Post-employment benefits
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2016
2015
$ 26,956
$ 21,457

20,244

-
$ 47,200
$ 21,457
For the Year Ended December 31
2016
$ 34,355

991
$ 35,346
2015
$ 19,568

829
$ 20,397
  • i. Compensation of key management personnel

The remuneration of directors and key executives was determined by the remuneration committee having regard to the performance of individuals and market trends.

24. ASSETS PLEDGED AS COLLATERAL OR FOR SECURITY

The following assets at book value were provided as collateral for bank borrowings:

Accounts receivable

Long-term receivables
Freehold land
Building
Other non-current assets

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


2016
$ -

-
122,638
435,359

6,482

$ 564,479
2015
$ 88,225
17,874
122,638
421,648

6,482
$656,867
  • 177 -

25. SIGNIFICANT EVENTS AFTER REPORTING PERIOD

On February 10, 2017, in order to augment the product lines, meet the need of market diversification, and enhance the synergy of operation, the Corporation’s board of directors resolved to acquire assets of Matec Machinenbau GmbH, a company in Germany, for a total amount of EUR8,000 thousand. On March 28, 2017, the Corporation’s board of directors resolved to revise the original application of funds and acquisition of properties of Matec Machinenbau GmbH to a total amount of EUR3,900 thousand. Then, the Corporation incorporated Matec GmbH in Germany through its subsidiary, Anderson Europe GmbH, for a total amount of EUR3,100 thousand. Finally, Matec GmbH acquired other fixed assets, inventories, and patent and etc. of Matec Machinenbau GmbH.

26. SIGNIFICANT ASSETS AND LIABILITIES DENOMINATED IN FOREIGN CURRENCIES

The following information was aggregated by the foreign currencies other than functional currency of the Corporation and the exchange rates between foreign currencies and Corporation’s functional currency (“NTD”) were disclosed. The significant assets and liabilities denominated in foreign currencies were as follows:

December 31, 2016

Foreign Carrying
Currencies Exchange Rate Amount
Financial assets
Monetary items
USD $
11,587
32.250 (USD:NTD) $ 373,681
RMB 35,103 4.617 (RMB:NTD)
162,071
EUR 1,275 33.90 (EUR:NTD)
43,223
Financial liabilities
Monetary items
USD 1,345 32.250 (USD:NTD)
43,376
EUR 454 33.90 (EUR:NTD)
15,391
December 31, 2015
Foreign Carrying
Currencies Exchange Rate Amount
Financial assets
Monetary items
USD $
20,370
32.825 (USD:NTD) $ 668,645
RMB 34,684 4.995 (RMB:NTD)
173,247
Financial liabilities
Monetary items
USD 3,903 32.825 (USD:NTD)
128,116
  • 178 -

For the years ended December 31, 2016 and 2015, (realized and unrealized) net foreign exchange loss amounted to $32,463 thousand and $16,155 thousand, respectively. It is impractical to disclose net foreign exchange gain (loss) by each significant foreign currency due to the variety of the foreign currency transactions.

27. SEPARATELY DISCLOSED ITEMS

  • a. Information about significant transactions and investees:

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

  • 2) Endorsements/guarantees provided. (Table 2)

  • 3) Marketable securities held (excluding investment in subsidiaries, associates and joint ventures). (Table 3)

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

  • 5) Acquisition of individual real estate at costs of at least NT$300 million or 20% of the paid-in capital. (None)

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

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

  • 8) Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital. (Table 6)

  • 9) Trading in derivative instruments. (None)

  • 10) Information on investees. (Table 7)

  • b. Information on investments in mainland China

  • 1) Information on any investee company in mainland China, showing the name, principal business activities, paid-in capital, method of investment, inward and outward remittance of funds, ownership percentage, net income of investees, investment income or loss, carrying amount of the investment at the end of the period, repatriations of investment income, and limit on the amount of investment in the mainland China area. (Table 8)

  • 2) Any of the following significant transactions with investee companies in mainland China, either directly or indirectly through a third party, and their prices, payment terms, and unrealized gains or losses. (None)

  • 179 -

TABLE 1

ANDERSON INDUSTRIAL CORPORATION

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

No. Lender Borrower Financial Statement
Account
Related
Parties
Highest Balance
for the Period
(Note 2)
Ending Balance
(Note 2)
Actual
Borrowing
Amount
Interest
Rate
Nature of Financing Business
Transaction
Amounts
Reasons for Short-term
Financing
Allowance for
Impairment Loss
Collateral Collateral Financing Limit
for Each
Borrower
(Notes 1 and 3)
Aggregate
Financing Limits
(Notes 1 and 3)

Note

Item
Value
0 The Corporation Monforts GmbH Accounts receivable -
related parties
Yes $ 71,780 $ 67,800 $ 40,002 2.5% Short-term financing
$ -
Operation requirements $ - - $ - $ 459,568 $ 919,136 -

Note 1: Based on audited financial statements.

Note 2: The balance for the period and ending balance represent the amount approved by the board of directors.

Note 3: The loan limit should not exceed 40% of total equity of the Corporation. The loan limit to one party should not exceed 20% of the total equity or business transaction amount.

  • 180 -

TABLE 2

ANDERSON INDUSTRIAL CORPORATION

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

No. Endorser/Guarantor Endorsee/Guarantee Endorsee/Guarantee Limits on
Endorsement/
Guarantee Given
on Behalf of
Each Party
(Note 1)
Maximum
Amount
Endorsed/
Guaranteed
During the
Period
Outstanding
Endorsement/
Guarantee at the
End of the Period
Actual
Borrowing
Amount
Amount
Endorsed/
Guaranteed by
Collaterals
Ratio of
Accumulated
Endorsement/
Guarantee to Net
Equity in Latest
Financial
Statements (%)
Aggregate
Endorsement/
Guarantee Limit
(Note 2)
Endorsement/
Guarantee Given
by Parent on
Behalf of
Subsidiaries
Endorsement/
Guarantee Given
by Subsidiaries
on Behalf of
Parent

Endorsement/
Guarantee Given
on Behalf of
Companies in
Mainland China

Note
Name Relationship
(Note 3)
0 The Corporation Anderson Europe GmbH
Monforts GmbH
Anderson Merchandise Corporation
Sogotec
b
b

b
b
$ 689,352
689,352
689,352
689,352
$ 46,859
198,343
434,153
200,000
$ 44,793
117,430
432,875
200,000
$ -
117,430
214,258
150,000
$ -
-
-
-
2
5
19
9
$ 1,148,920
1,148,920
1,148,920
1,148,920
Yes
Yes
Yes
Yes
-
-
-
-
-
-
-
-
-
-
-
-

Note 1: The balance should not exceed 30% of total equity of the Corporation.

Note 2: The balance should not exceed 50% of total equity of the Corporation.

Note 3: The relationship is as follows:

  • b. The Corporation controls over 50% of subsidiary’s ordinary shares directly.

  • 181 -

TABLE 3

ANDERSON INDUSTRIAL CORPORATION

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

Holding Company Name Type and Name of Marketable Securities Relationship
with the
Holding
Company
Financial Statement Account December 31, 2016 December 31, 2016 Note
Shares Carrying
Amount
Percentage
of
Ownership
Fair Value
The Corporation
CNT
Anderson Merchandise Corporation
Sen-de Corporation
Chengdu ZhongDe
Sinopac EMD & High Yield Bond Fund of Funds
Bank of Communication Daily Interses S type financial
product - Guaranteed floating rate type
CheinYuan-Special gain “No. 181 year 2016 fixed term
financial product
CheinYuan-Special gain “No. 204 year 2016 fixed term
financial product
Bank of communication “Winton profits guaranteed”
financial product for 91 days
Bank of Communication CheinYuan -Yaincheshifang”
No. 211 year 2016 fixed term financial product
Templeton Global Smaller Comp Fund A
Fidelity European Sm Cos A-EUR
Stock: Harbinger Technology Corporation
Hua Nan Phoenix Money Market
Anshin Lindon RMB financial product for 45 days
-
-
-
-
-
-
-
-
-
-
-
Available-for-sale financial assets - current
Available-for-sale financial assets - current
Available-for-sale financial assets - current
Financial assets at fair value through profit or loss -
current
Financial assets at fair value through profit or loss -
current
Financial assets at fair value through profit or loss -
current
Available-for-sale financial assets - current
Available-for-sale financial assets - current
Financial assets measured at cost - non-current
Available-for-sale financial assets - current
Available-for-sale financial assets - current
1,645
-
-
-
-
-
2
1
2,675
117
-
$ 18,753
50,787
46,170
13,851
41,553
9,234
934
952
26,747
28,172
11,543
-
-
-
-
-
-
-
-
9.00
-
-
$ 18,753
50,787
46,170
13,851
41,553
9,234
934
952
17,608
28,172
11,543
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2

Note 1: Information on investments in subsidiaries and associates, see Table 7 and Table 8 for details.

Note 2: Fair value is measured at net assets of fund. Fair value is based on the net assets value reported in the recent financial statements of the issuer of unlisted stock.

  • 182 -

TABLE 4

ANDERSON INDUSTRIAL CORPORATION

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

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

Company Name
Type and Name of
Marketable
Securities
Financial
Statement
Account
Counterparty Relationship Beginning Balance Beginning Balance **Acquisition ** **Acquisition ** **Disposal ** **Disposal ** **Ending ** Balance
Shares Amount Shares Amount Shares Amount Carrying
Amount
Gain (Loss)
on Disposal
Shares Amount
The Corporation Parpro Quality Inc. Equity method Buy-in: Parpro
Corporation
Sold out: Parpro
Corporation
-
The same
chairman
- $ -
11,045
$ 360,719
11,045
$ 370,530 $ 366,271
(Note)
$ 4,259
-
$ -

Note: The carrying amount included the share of profits (losses) of subsidiaries and associates $5,552 thousand.

  • 183 -

TABLE 5

ANDERSON INDUSTRIAL CORPORATION

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

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

Buyer Related Party Relationship Transaction Transaction Details Abnormal Transaction Abnormal Transaction Notes/Accounts
Receivable (Payable)
Notes/Accounts
Receivable (Payable)
Note
Purchase/
Sale
Amount % to
**Total **
Payment Terms Unit Price Payment Terms Ending
Balance
% to
**Total **
The Corporation
Sogotec
CNT
Anderson America
Sogotec (Shanghai)
Subsidiaries
Subsidiaries
Subsidiaries
Sale
Sale
Sale
$ (124,247)
(268,227)
(148,879)
(3)
(7)
(4)
The same as other customer
The same as other customer
The same as other customer
$ -
-
-
-
-
-
$ 94,947
125,487
142,556
16
21
24
  • 184 -

TABLE 6

ANDERSON INDUSTRIAL CORPORATION

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

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

Company Name Related Party Relationship Ending Balance Turnover Rate Overdue Amounts
Received in
Subsequent
Period
Allowance for
Impairment
Loss
Amount Actions Taken
The Corporation
Sogotec
Anderson America
Sogotec (Shanghai)
Subsidiaries
Subsidiaries
$ 125,487
142,556
2.17
2.09
$ -
-
-
-
$ 53,364
20,061
$ -
-
  • 185 -

TABLE 7

ANDERSON INDUSTRIAL CORPORATION

INFORMATION ON INVESTEES FOR THE YEAR ENDED DECEMBER 31, 2016

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

Investor Company Investee Company Location Main Businesses and Products Original Investment Amount Original Investment Amount **As of ** December 31, 2016 December 31, 2016 Net Income
(Loss) of the
Investee
Share of
Profits (Loss)
Note
December 31,
2016
December 31,
2015
Shares % Carrying
Amount
The Corporation
Sen-de Corporation
Giben SAMOA
Giben BVI
Anderson Europe GmbH
Anderson Industrial
Anderson Europe GmbH
Anderson America
Sen-de Corporation
Giben BVI
Giben SAMOA
Digital Photonics Corporation
Anderson Merchandise Corporation
Sogotec
Sogotec
Willis Ltd.
Giben America, Inc.
Giben Brasil
Giben Brasil
Monforts GmbH
Hong Kong
Germany
USA
Taiwan
British Virgin Islands
SAMOA
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
USA
Brazil
Brazil
Germany
Importing, exporting and general investing activities
Sale of machinery and wood panels
Sale of machinery and wood panels
Importing and Exporting
Investment
Investment
Optical equipment
Sale of machinery and wood panels
Manufacture and sales of machinery
Manufacture and sales of machinery
Importing and Exporting
Manufacture and sales of machinery
Manufacture and sales of machinery
Manufacture and sales of machinery
Manufacture and sales of machinery
$ 1,014
223,476
165,197
220,000
361,517
146,642
-
50,000
190,709
171,961
10,000
145,329
1,014
361,213
125,006
$ 1,014
174,993
165,197
220,000
361,517
146,642
34,950
50,000
190,709
171,961
5,000
145,329
1,014
361,213
76,523
300
-
(Note 1)
1
22,000
10
10
-
5,000
10,595
4,292
-
(Note 1)
-
(Note 1)
-
(Note 1)
-
(Note 1)
-
(Note 1)
100.00
100.00
100.00
100.00
100.00
100.00
-
100.00
70.63
28.62
50.00
100.00
0.28
99.72
100.00
$ 33,575
157,072
17,849
201,990
284,624
189,145
-
96,998
133,556
72,819
8,727
140,023
798
284,320
124,210
$ 371
48,494
11,572
(904)
(26,296)
51,446
-
15,967
13,367
13,367
(2,215)
25,721
(21,672)
(21,672)
41,677
$ 371

48,494
11,572

(904)

(26,296)
51,446
-
15,967

9,441
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Note 2
Subsidiary
Subsidiary
Subsidiary
Sub-subsidiary
Sub-subsidiary
Sub-subsidiary
Sub-subsidiary
Sub-subsidiary

Note 1: Limited company structure.

Note 2: Liquidated.

  • 186 -

TABLE 8

ANDERSON INDUSTRIAL CORPORATION

INFORMATION ON INVESTMENTS IN MAINLAND CHINA FOR THE YEAR ENDED DECEMBER 31, 2016

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

Investee Company Main Businesses and Products Main Businesses and Products Paid-in Capital Paid-in Capital Method of
Investment
(Note 1)
Accumulated
Outward
Remittance for
Investment from
Taiwan as of
January 1, 2016
Investment Flows Investment Flows Accumulated
Outward
Remittance for
Investment from
Taiwan as of
December 31,
2016
Net Income
(Loss) of the
Investee
% Ownership
of Direct or
Indirect
Investment

Investment
Gain (Loss)
(Note 2)
Carrying
Amount as of
December 31,
2016
Accumulated
Repatriation of
Investment
Income as of
December 31,
2016
Note
Outflow Inflow
CNT
Jentec
Chengdu ZhongDe
Sogotec (Shanghai)
Manufacture of woodworking
machinery
Manufacture of machinery
Manufacture of machinery
Sale of machinery
$ 264,167
70,640
40,264
26,487
a
a
b
c
$ 264,167
70,640
-
-
$ -
-
-
26,487
$ -
-
-
-
$ 264,167
70,640
-
26,487
$ 27,281
(22,634)
(1,769)
(2,476)
100.00
100.00
67.00
100.00
$ 27,281
(22,634)
(1,185)
(2,476)
$ 397,394
77,112
21,876
21,614
$ -
-
-
-
Note 2
Note 2
Note 2
Note 2
Accumulated Outward Remittance for
Investment in Mainland China as of
December 31, 2016
Investment Amounts Authorized by
Investment Commission, MOEA
Upper Limit on the Amount of
Investment Stipulated by Investment
Commission, MOEA
$ 361,294 $ 361,294 $ -
(Note 3)
  • Note 1: The methods of investment are as follows:

  • a. Direct investment in mainland China.

  • b. Indirect investment in mainland China through CNT. CNT has obtained 67% contribution for $26,977 thousand (RMB5,360 thousand). c. Sogotec has obtained 100% contribution for $26,487 thousand (US$800 thousand).

Note 2: The amount was calculated based on the audited financial statements.

Note 3: In accordance with “Examination Principles for Licensing Investment or Technical Cooperation in Mainland China” (revised by the MOEA on August 29, 2008), the Corporation has acquired certificate of operating scope, therefore the upper limit does not have to be calculated.

  • 187 -

V. Audited consolidated financial statements of the Company and subsidiaries covering the most recent period.

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders Anderson Industrial Corporation

Opinion

We have audited the accompanying consolidated financial statements of Anderson Industrial Corporation (the “Corporation”) and its subsidiaries (collectively, the “Group”) which comprises the consolidated balance sheet as of December 31, 2016 and 2015, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements, including a summary of significant accounting policies.

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

Basis for Opinion

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

Key Audit Matters

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

  • 188 -

Key audit matters for the Group’s consolidated financial statements for the year ended December 31, 2016 are stated as follows:

Inventory Provision

As of December 31, 2016, the balance of inventory held by the Group was $1,219,127 thousand, a significant amount representing 25% of total assets. Because assessment of net realizable value of inventory is an area of the Group’s significant judgement based on IAS 12 “Inventory”, we believe that inventory provision is one of key audit matters. Please refer to Notes 5 and 8 to the consolidated financial statements.

Our primary audit procedures in respect of this area included understanding the appropriateness of inventory provisioning policy, assessing the reasonableness of net realizable value by performing tests of samples of sales, reviewing and implementing year-end inventory count, assessing the condition of the inventory and recalculating the amount of inventory provision.

Estimated Impairment of Accounts Receivable

As of December 31, 2016, the balance of accounts receivable held by the Group was $1,110,750 thousand, a significant amount representing 23% of total assets. The evaluation of accounts receivable provision for loss, credit risk and appropriateness of provisioning policy is an area of significant judgment; therefore, we believe that the estimated impairment of accounts receivable is a key audit matter. Please refer to Notes 5 and 7 to the consolidated financial statements.

Our primary audit procedures in respect of this area included assessing the appropriateness of accounts receivable provisioning policy, testing the validity of the aging reports, analyzing circumstances of accounts receivable movements and significant past due accounts receivable, assessing the reasonableness of individual accounts receivable impairment, confirming whether there is any sign of impairment or not at the end of the year. Recoverability was also tested by vouching cash receipts after the year end date.

Other Matter

We have also audited the parent company only financial statements of Anderson Industrial Corporation as of and for the years ended December 31, 2016 and 2015 on which we have issued an unqualified and a modified unqualified opinion, respectively.

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

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

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

  • 189 -

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

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

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

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

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

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

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

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

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

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

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

  • 190 -

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

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

The engagement partners on the audit resulting in this independent auditors’ report are Yu Wei Fan and Hsin Wei Tai.

Deloitte & Touche Taipei, Taiwan Republic of China March 31, 2017

Notice to Readers

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

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

  • 191 -

ANDERSON INDUSTRIAL CORPORATION AND SUBSIDIARIES

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

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

Financial assets at fair value through profit or loss - current (Note 4)
Available-for-sale financial assets - current (Note 4)
Debt investments with no active market - current (Note 4)
Notes receivable, net (Notes 4, 7, 23 and 25)
Accounts receivable, net (Notes 4, 7, 23 and 25)
Other receivables (Note 4)
Inventories (Notes 4 and 8)
Prepayments
Other current assets

Total current assets

NON-CURRENT ASSETS
Financial assets measured at cost - non-current (Note 4)
Property, plant and equipment (Notes 4, 11 and 25)
Intangible assets (Notes 4 and 12)
Deferred tax assets (Notes 4 and 19)
Long-term notes and accounts receivable (Notes 4, 7 and 25)
Other non-current assets (Note 25)

Total non-current assets

TOTAL

LIABILITIES AND EQUITY

CURRENT LIABILITIES
Short-term borrowings (Notes 13 and 25)

Notes payable
Accounts payable
Other payables (Note 14)
Current tax liabilities (Notes 4 and 19)
Provisions - current (Note 4)
Current portion of long-term borrowings (Notes 13 and 25)
Other current liabilities (Note 14)

Total current liabilities

NON-CURRENT LIABILITIES
Long-term borrowings (Notes 13 and 25)
Deferred tax liabilities (Notes 4 and 19)
Net defined benefit liabilities (Notes 4 and 15)
Other non-current liabilities

Total non-current liabilities

Total liabilities

EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY (Notes 4 and 16)
Share capital
Common stock

Capital surplus

Retained earnings
Legal reserve
Unappropriated earnings

Total retained earnings

Other equity
Exchange differences on translating foreign operations
Unrealized loss on available-for-sale financial assets

Total other equity

Treasury shares

NON-CONTROLLING INTERESTS

Total equity

TOTAL
2016
Amount
%
$ 536,998
11
64,638
1
157,311
3
25,968
1
182,072
4
1,110,750
23
72,994
2
1,219,127
25
76,887
2
14,218

-

3,460,963
72

26,747
1
1,017,650
21
145,008
3
49,327
1
16,187
-
87,923

2

1,342,842
28

$ 4,803,805
100

$ 629,345
13
4,622
-
388,867
8
243,963
5
5,156
-
40,836
1
175,643
4
419,199

9

1,907,631
40

481,867
10
13,912
-
73,840
2
5,722

-

575,341
12

2,482,972
52

1,800,000
37

319,573

7

163,053
4
100,810

2

263,863

6

(43,573) (1)
(7,051)

-

(50,624)
(1)

(34,972)
(1)

22,993

-

2,320,833
48

$ 4,803,805
100
2015



































































Amount
%
$ 918,932
20

-
-

84,122
2

10,008
-

202,099
4

730,582
16

95,856
2

1,217,128
26

59,558
1
18,609

1
3,336,894
72

26,747
1

959,280
21

157,583
3

59,158
1

59,194
1
57,765

1
1,319,727
28
$ 4,656,621
100
$ 977,178
21

15,383
-

267,030
6

254,435
6

5,036
-

49,705
1

107,057
2
344,040

7
2,019,864
43

206,744
5

679
-

136,623
3
9,710

-
353,756

8
2,373,620
51
1,800,000
39
337,206

7

163,053
4
2,800

-
165,853

4

(6,849)
-
(4,692)

-
(11,541)

-
(30,063)
(1)
21,546

-
2,283,001
49
$ 4,656,621
100

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

  • 192 -

ANDERSON INDUSTRIAL CORPORATION AND SUBSIDIARIES

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

OPERATING REVENUE (Notes 4, 17 and 29)

OPERATING COSTS (Notes 8 and 18)

GROSS PROFIT

OPERATING EXPENSES (Notes 4 and 18)
Selling and marketing expenses
General and administrative expenses
Research and development expenses

Total operating expenses

PROFIT (LOSS) FROM OPERATIONS

NON-OPERATING INCOME AND EXPENSES
(Notes 4 and 18)
Other income
Other gains and losses
Finance costs
Share of profit of associates accounted for using the
equity method

Total non-operating income and expenses

PROFIT (LOSS) BEFORE INCOME TAX
INCOME TAX (EXPENSE) BENEFIT (Notes 4
and 19)

NET PROFIT (LOSS) FOR THE YEAR

OTHER COMPREHENSIVE INCOME (LOSS)
Items that will not be reclassified subsequently to
profit or loss:
Remeasurement of defined benefit plans
Income tax relating to items that will not be
reclassified subsequently to profit or loss

2016
Amount
%
$ 3,697,479
100
2,462,981
67

1,234,498
33

550,806
15
461,830
12
75,374

2

1,088,010
29

146,488

4

60,611
2
(44,148) (1)
(28,456) (1)
5,552

-

(6,441)

-

140,047
4
(43,022)
(1)

97,025

3

(555)
-
(51)

-

(606)

-
2015





























Amount
%
$ 3,136,687
100
2,229,556
71
907,131
29

591,618
19

306,446
10
76,010

2
974,074
31
(66,943)
(2)

40,085
2

7,159
-

(23,439) (1)
-

-
23,805

1

(43,138) (1)
1,048

-
(42,090)
(1)

(12,337) (1)
1,957

-
(10,380)
(1)
(Continued)
  • 193 -

ANDERSON INDUSTRIAL CORPORATION AND SUBSIDIARIES

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

Items that may be reclassified subsequently to profit
or loss:
Exchange differences on translating foreign
operations

Unrealized loss on available-for-sale financial
assets


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

TOTAL COMPREHENSIVE INCOME (LOSS) FOR
THE YEAR

NET PROFIT (LOSS) ATTRIBUTABLE TO:
Owners of the Corporation

Non-controlling interests


TOTAL COMPREHENSIVE INCOME (LOSS)
ATTRIBUTABLE TO:
Owners of the Corporation

Non-controlling interests


EARNINGS (LOSS) PER SHARE (Note 19)
Basic
Diluted
2016
Amount
%
$ (37,885) (1)
(2,359)

-

(40,244)
(1)

(40,850)
(1)

$ 56,175

2

$ 98,616
3
(1,591)

-

$ 97,025

3

$ 58,927
2
(2,752)

-

$ 56,175

2

$ 0.56
$ 0.56
2015




















Amount
%
$ (39,356) (1)
(1,704)

-
(41,060)
(1)
(51,440)
(2)
$ (93,530)
(3)
$ (41,201) (1)
(889)

-
$ (42,090)
(1)
$ (92,541) (3)
(989)

-
$ (93,530)
(3)
$ (0.24)
$ $
$ $
$ $
$ $
$ $

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

(Concluded)

  • 194 -

ANDERSON INDUSTRIAL CORPORATION AND SUBSIDIARIES

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

BALANCE AT JANUARY 1, 2015
Appropriation of 2014 earnings
Legal reserve
Cash dividends distributed by the Corporation - NT$0.1 per share
Balance after appropriation
Net loss for the year ended December 31, 2015
Other comprehensive loss for the year ended December 31, 2015, net of income tax
Total comprehensive loss for the year ended December 31, 2015
Issue of ordinary shares for cash
Buy-back of ordinary shares
Adjustments from changes in percentage of ownership of subsidiaries
Issue of subsidiary's ordinary shares under employee share options
Increase in non-controlling interests
BALANCE AT DECEMBER 31, 2015
Cash dividends distributed from capital surplus
Net profit (loss) for the year ended December 31, 2016
Other comprehensive loss for the year ended December 31, 2016, net of income tax
Total comprehensive income (loss) for the year ended December 31, 2016
Buy-back of ordinary shares
Increase in non-controlling interests
BALANCE AT DECEMBER 31, 2016
Equity Attributable to Owners of the Company
Other Equity
Exchange
Unrealized Gain
Retained Earnings
Differences on
(Loss) on
Unappropriated
Translating
Available-for-sale
Non-controlling
Legal Reserve
Earnings
Foreign Operations
Financial Assets
Treasury Shares
Interests
$ 161,309
$ 74,123
$ 32,413
$ (2,988)
$ -
$ (842)

1,744
(1,744)
-
-
-
-

-

(18,000)

-

-

-

-

163,053
54,379
32,413
(2,988)
-
(842)

-
(41,201)
-
-
-
(889)

-

(10,374)

(39,262)

(1,704)

-

(100)


-

(51,575)

(39,262)

(1,704)

-

(989)

-
-
-
-
-
-
-
-
-
-
(30,063)
-
-
(4)
-
-
-
-
-
-
-
-
-
1,487

-

-

-

-

-

21,890

163,053
2,800
(6,849)
(4,692)
(30,063)
21,546

-
-
-
-
-
-
-
98,616
-
-
-
(1,591)

-

(606)

(36,724)

(2,359)

-

(1,161)


-

98,010

(36,724)

(2,359)

-

(2,752)

-
-
-
-
(4,909)
-

-

-

-

-

-

4,199

$ 163,053
$ 100,810
$ (43,573)
$ (7,051)
$ (34,972)
$ 22,993
Total Equity
$ 2,038,221
-

(18,000)
2,020,221
(42,090)

(51,440)

(93,530)
363,000
(30,063)
(4)
1,487

21,890
2,283,001
(17,633)
97,025

(40,850)

56,175
(4,909)

4,199
$ 2,320,833
Common Stock
Capital Surplus
$ 1,470,000
$ 304,206
-
-

-

-
1,470,000
304,206
-
-

-

-

-

-
330,000
33,000
-
-
-
-
-
-

-

-
1,800,000
337,206
-
(17,633)
-
-

-

-

-

-
-
-

-

-
$ 1,800,000
$ 319,573
Retained Earnings
Unappropriated
Legal Reserve
Earnings

$ 161,309
$ 74,123
1,744
(1,744)

-

(18,000)
163,053
54,379
-
(41,201)

-

(10,374)

-

(51,575)
-
-
-
-
-
(4)
-
-

-

-
163,053
2,800
-
-
-
98,616

-

(606)

-

98,010
-
-

-

-
$ 163,053
$ 100,810

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

  • 195 -

ANDERSON INDUSTRIAL CORPORATION AND SUBSIDIARIES

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

CASH FLOWS FROM OPERATING ACTIVITIES
Profit (loss) before income tax

Adjustments for:
Depreciation expenses
Amortization expenses
Impairment loss recognized (reversal of impairment loss) on
accounts receivable
Finance costs
Interest income
Compensation cost of employee share options
Share of profit of associates
Loss on disposal of property, plant and equipment, net
Gain on disposal of available-for-sale financial assets, net
Gain on disposal of investments accounted for using the equity
method
Reversal of impairment loss on non-financial assets
Changes in operating assets and liabilities
Financial assets held for trading
Notes receivable
Accounts receivable (including - long-term receivables)

Other receivables
Inventories
Prepayments
Other current assets
Notes payable
Accounts payable
Other payables
Provisions
Other current liabilities
Net defined benefit liabilities

Cash generated from operations
Interest received
Interest paid
Income tax paid

Net cash generated from operating activities

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of available-for-sale financial assets

Proceeds from sale of available-for-sale financial assets
Purchase of debt investment with no active market
Proceeds from redemption of debt investments with no active market
Net cash outflow on acquisition of subsidiaries

Proceeds from sale of investments accounted for using the equity
method
2016
$ 140,047

87,101
6,997
8,631
28,456
(6,526)
-
(5,552)
24
(1,544)
(4,259)
(26,319)
(64,638)
20,027
(358,806)
27,188
26,565
(40,079)
1,375
(10,761)
121,837
(10,573)
(8,869)
97,107

(63,389)

(35,960)
6,504
(28,355)

(16,822)


(74,633)

(422,826)

339,393
(15,960)
-
(360,719)
370,530
2015
$ (43,138)
76,601
1,378
(19,104)
23,439
(1,561)
1,487
-
3,786
(3,641)
-
(23,173)
-
31,646
308,695
(83,453)
98,075
(5,296)
10,921
12,324
(76,480)
9,814
15,967
154,395

(1,449)
491,233
1,541
(22,440)

(67,146)

403,188
(113,237)
75,704
-
1,261
-
-
(Continued)
  • 196 -

ANDERSON INDUSTRIAL CORPORATION AND SUBSIDIARIES

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

Payments for property, plant and equipment

Proceeds from disposal of property, plant and equipment
Decrease (increase) in refundable deposits
Payments for intangible assets
Decrease (increase)in non-current assets
Increase in prepayments for equipment

Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES
Increase (decrease) in short-term borrowings

Proceeds from long-term borrowings
Repayment of long-term borrowings

Increase in guarantee deposits received
Decrease in other non-current liabilities
Cash dividends paid
Issue of ordinary shares for cash
Payments for buy-back of ordinary shares
Increase (decrease) in non-controlling interests

Net cash generated from (used in) financing activities

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

NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS

CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE
YEAR

CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR
2016
$ (130,835)

1,939
(3,970)
(1,134)
(14,730)

(7,478)

(245,790)

(347,833)
505,024
(156,930)

5,682
(9,670)
(17,633)
-
(4,909)

4,199


(22,070)


(39,441)

(381,934)

918,932

$ 536,998
2015
$ (60,469)
4,952
19,382
(6,587)
3,846

(12,993)

(88,141)
443,808
-
(706,516)
40
-
(18,000)
363,000
(30,063)

21,890

74,159

(37,607)
351,599

567,333
$ 918,932

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

(Concluded)

  • 197 -

ANDERSON INDUSTRIAL CORPORATION AND SUBSIDIARIES

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

1. GENERAL INFORMATION

Anderson Industrial Corporation (the “Corporation”) was incorporated in the Republic of China (ROC) in July 1972. The Corporation is mainly engaged in the import and export of computer numerical control (CNC) machinery, tooling, lumber, wood panels, and building materials.

On October 11, 2000, the Corporation’s shares were listed on the Taiwan Stock Exchange (TWSE).

The consolidated financial statements are presented in the Corporation’s functional currency, New Taiwan dollars.

2. APPROVAL OF FINANCIAL STATEMENTS

The consolidated financial statements were approved by the Corporation’s board of directors on March 31, 2017.

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

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

Rule No. 1050050021 and Rule No. 1050026834 issued by the FSC stipulated that starting January 1, 2017, the Group should apply the amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IFRS, IAS, IFRIC and SIC (collectively, the “IFRSs”) issued by the IASB and endorsed by the FSC for application starting from 2017.

New IFRSs
Annual Improvements to IFRSs 2010-2012 Cycle

Annual Improvements to IFRSs 2011-2013 Cycle

Annual Improvements to IFRSs 2012-2014 Cycle

Amendments to IFRS 10, IFRS 12 and IAS 28 “Investment Entities:
Applying the Consolidation Exception”

Amendment to IFRS 11 “Accounting for Acquisitions of Interests in Joint
Operations”

IFRS 14 “Regulatory Deferral Accounts”

Amendment to IAS 1 “Disclosure Initiative”

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

Amendments to IAS 16 and IAS 41 “Agriculture: Bearer Plants”
Effective Date
Announced by IASB
(Note 1)
July 1, 2014 (Note 2)
July 1, 2014
January 1, 2016 (Note 3)
January 1, 2016
January 1, 2016
January 1, 2016
January 1, 2016
January 1, 2016
January 1, 2016
(Continued)
  • 198 -

Effective Date Announced by IASB (Note 1)

Effective Date
Announced by IASB
New IFRSs
Amendment to IAS 19 “Defined Benefit Plans: Employee
Contributions”

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

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

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

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

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

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

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

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

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

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

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

  • 199 -

Except for the above impact, as of the date the consolidated financial statements were authorized for issue, the Group is continuously assessing the possible impact that the application of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the amendments to IFRSs to be applied in 2017 will have on the Group’s financial position and financial performance and will disclose the relevant impact when the assessment is completed.

  • b. New IFRSs issued by IASB but not yet endorsed by the FSC

The Group has not applied the following IFRSs issued by the IASB but not yet endorsed by the FSC. The FSC announced that amendments to IFRS 9 and IFRS 15 will take effect starting from January 1, 2018. As of the date the consolidated financial statements were authorized for issue, the FSC has not announced the effective dates of the other New IFRSs.

New, Revised or Amended Standards and Interpretations
Annual Improvements to IFRSs 2014-2016 Cycle

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

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

IFRS 9 “Financial Instruments”

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

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

IFRS 15 “Revenue from Contracts with Customers”

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

IFRS 16 “Leases”

Amendment to IAS 7 “Disclosure Initiative”

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

Amendments to IAS 40 “Transfers of Investment Property”

IFRIC 22 “Foreign Currency Transactions and Advance
Consideration”
Effective Date
Issued by IASB (Note 1)
Note 2
January 1, 2018
January 1, 2018
January 1, 2018
January 1, 2018
To be determined by IASB
January 1, 2018
January 1, 2018
January 1, 2019
January 1, 2017
January 1, 2017
January 1, 2018
January 1, 2018

Note 1: Unless stated otherwise, the above New IFRSs are effective for annual periods beginning on or after their respective effective dates.

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

  • 200 -

The initial application of the above New IFRSs, whenever applied, would not have any material impact on the Group’s accounting policies, except for the following:

  • IFRS 9 “Financial Instruments”

Recognition and measurement of financial assets

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

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

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

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

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

Impairment of financial assets

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

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

  • 201 -

Transition

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

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

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  • a. Statement of compliance

The consolidated financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and 2013 version of IFRSs as endorsed by the FSC.

  • b. Basis of preparation

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

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

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

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

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

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

Current assets include:

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

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

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

  • 202 -

Current liabilities include:

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

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

  • 3) Liabilities for which the Group does not have an unconditional right to defer settlement for at least twelve months after the reporting period. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.

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

  • d. Basis of consolidation

  • Principles for preparing consolidated financial statements

The consolidated financial statements incorporate the financial statements of the Corporation and the entities controlled by the Corporation (i.e. its subsidiaries).

When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the Corporation.

All intra-group transactions, balances, income and expenses are eliminated in full upon consolidation. Total comprehensive income of subsidiaries is attributed to the owners of the Corporation and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.

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

See Note 9 and Tables 8 and 9 for the detailed information of subsidiaries (including the percentage of ownership and main business).

  • e. Business combinations

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

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

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

  • 203 -

If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted retrospectively during the measurement period, or additional assets or liabilities are recognized, to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the amounts recognized as of that date.

  • f. Foreign currencies

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

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

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

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

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

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

  • g. Inventories

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

  • h. Property, plant and equipment

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

Freehold land is not depreciated.

  • 204 -

Depreciation on property, plant and equipment is recognized using the straight-line method. Each significant part is depreciated separately. If the lease term is shorter than the useful lives, assets are depreciated over the lease term. The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.

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

  • i. Goodwill

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

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

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

  • j. Intangible assets

  • 1) Intangible assets acquired separately

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

  • 2) Intangible assets acquired in a business combination

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

  • 3) Derecognition of intangible assets

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

  • 205 -

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

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

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

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

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

  • l. Financial instruments

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

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

1) Financial assets

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

  • a) Measurement category

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

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

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

Financial assets at fair value through profit or loss are stated at their fair value, with any gains or losses arising on remeasurement recognized in profit or loss. The net gain or loss recognized in profit or loss does not incorporate any dividend or interest earned on financial assets.

  • 206 -

ii. Available-for-sale financial assets

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

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

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

Available-for-sale equity investments that do not have a quoted market price in an active market and whose fair value cannot be reliably measured and derivatives that are linked to and must be settled by delivery of such unquoted equity investments are measured at cost less any identified impairment loss at the end of each reporting period and are presented in a separate line item as financial assets carried at cost. If, in a subsequent period, the fair value of the financial assets can be reliably measured, the financial assets are remeasured at fair value. The difference between carrying amount and fair value is recognized in other comprehensive income on financial assets. Any impairment losses are recognized in profit and loss.

iii. Loans and receivables

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

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

  • b) Impairment of financial assets

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

For financial assets carried at amortized cost, such as notes receivable and accounts receivable (including long-term receivables) assets are assessed for impairment on a collective basis even if they were assessed not to be impaired individually. Objective evidence of impairment for a portfolio of receivables could include the Group’s past experience with non-collection of payments, an increase in the number of delayed payments in the portfolio past the average credit period, as well as observable changes in national or local economic conditions that correlate with default on receivables.

  • 207 -

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

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

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

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

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

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

For financial assets that are carried at cost, the amount of the impairment loss is measured as the difference between the asset’s carrying amount and the present value of the estimated future cash flows discounted at the current market rate of return for a similar financial asset. Such impairment loss will not be reversed in subsequent periods.

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

  • c) Derecognition of financial assets

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

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

  • 208 -

2) Financial liabilities

  • a) Subsequent measurement

Financial liabilities are measured at amortized cost using the effective interest method.

  • b) Derecognition of financial liabilities

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

m. Provisions

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

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

  • n. Revenue recognition

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

  • 1) Sale of goods

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

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

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

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

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

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

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

  • 2) Rendering of services

Service income is recognized when services are provided.

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

  • 209 -

  • 3) Dividend and interest income

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

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

  • o. Leasing

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

  • 1) The Group as lessor

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

  • 2) The Group as lessee

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

  • p. Employee benefits

  • 1) Short-term employee benefits

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

  • 2) Retirement benefits

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

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

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

  • 3) Termination benefits

A liability for termination benefits is recognized at the earlier of when the Group can no longer withdraw the offer of the termination benefits and when the Group recognizes any related restructuring costs.

  • 210 -

q. Taxation

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

1) Current tax

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

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

2) Deferred tax

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

Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are generally recognized for deductible temporary differences or unused loss carryforward to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized.

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

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

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

  • 3) Current tax and deferred tax for the year

Current tax and deferred tax are recognized in profit or loss, except when they relate to items that are recognized in other comprehensive income or directly in equity, in which case, the current tax and deferred tax are also recognized in other comprehensive income or directly in equity respectively. Where current tax or deferred tax arises from the initial accounting for a business combination, the tax effect is included in the accounting for the business combination.

  • 211 -

5. CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

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

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

a. Estimated impairment of accounts receivable

When there is objective evidence of impairment loss, the Group takes into consideration the estimation of future cash flows. The amount of the impairment loss is measured as the difference between the asset’s carrying amount and the present value of the estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the financial asset’s original effective interest rate. Where the actual future cash flows are less than expected, a material impairment loss may arise.

b. Write-down of inventory

Net realizable value of inventory is its estimated selling price in the ordinary course of business less its estimated costs of completion and the estimated costs necessary to make the sale. The estimation of net realizable value is based on current market conditions and the historical experience of selling products of a similar nature. Changes in market conditions may have a material impact on the estimation of net realizable value.

6. CASH AND CASH EQUIVALENTS

Cash on hand

Checking accounts and demand deposits
Cash equivalent
Time deposits with original maturities less than three months

December 31 December 31


2016
$ 4,433

515,992

16,573

$ 536,998
2015
$ 3,646
745,782

169,504
$ 918,932

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

Bank balance December 31
2016
2015
0.01%-0.35%
0.001%-0.4%
  • 212 -

7. NOTES AND ACCOUNTS RECEIVABLE, NET

Notes receivable

Accounts receivable

Less: Allowance for impairment loss


Current

Non-current

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






2016
$ 182,072

$ 1,190,126

(63,189)

$ 1,126,937

$ 1,110,750

16,187

$ 1,126,937
2015
$ 202,099
$ 871,700
(81,924)
$ 789,776
$ 730,582
59,194
$ 789,776

Accounts Receivable

The average credit period of sales of goods was 90-180 days. In determining the recoverability of accounts receivable, the Group considered any change in the credit quality of the accounts receivable since the date credit was initially granted to the end of the reporting period. Allowance for impairment loss is based on estimated irrecoverable amounts determined by reference to past default experience of the counterparties and an analysis of their current financial position.

For the accounts receivable balances that were past due at the end of the reporting period, the Group did not recognize an allowance for impairment loss because there was no significant change in credit quality and the amounts were still considered recoverable. The Group did not hold any collateral or other credit enhancements for these balances.

The aging of receivables was as follows:

Less than 180 days

181-365 days
More than 365 days

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


2016
$ 753,275

266,104
170,747

$ 1,190,126
2015
$ 606,325
64,088
201,287
$ 871,700

The above aging schedule was based on the invoice date.

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

Less than 180 days

181-365 days
More than 365 days

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


2016
$ 52,658

41,712

84,120

$ 178,490
2015
$ 102,456
42,131

47,236
$ 191,823

The above aging schedule was based on the invoice date.

  • 213 -

The movements of the allowance for doubtful accounts receivable were as follows:

Individually
Assessed for
Impairment
Collectively
Assessed for
Impairment
Balance at January 1, 2015
$ 107,192
$ -

Add: Impairment losses reversed
(19,104)
-
Foreign exchange translation

(6,164)

-

Balance at December 31, 2015
$ 81,924
$ -

Balance at January 1, 2016
$ 81,924
$ -

Add: Impairment losses recognized on
receivables
2,227
6,404
Less: Amounts written off during the year as
uncollectable
(18,432)
-
Foreign exchange translation

(8,934)

-

Balance at December 31, 2016
$ 56,785
$ 6,404
Total
$ 107,192
(19,104)

(6,164)
$ 81,924
$ 81,924
8,631
(18,432)

(8,934)
$ 63,189

Refer to Note 23 for details of the factoring agreements for accounts receivable.

Refer to Note 25 for details of collaterals that the Group held for these balances.

8. INVENTORIES

Finished goods

Work in progress
Raw materials
Merchandise
Inventory in transit

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


2016
$ 41,535

365,833
345,236
376,085
90,438

$ 1,219,127
2015
$ 61,648
368,877
359,733
367,405
59,465
$ 1,217,128

The cost of goods sold for the years ended December 31, 2016 and 2015 included reversal of inventory write-downs of $26,319 thousand and $23,173 thousand, respectively. Previous write-downs were reversed as a result of increased selling prices in certain markets.

9. SUBSIDIARIES

Subsidiaries included in the consolidated financial statements:

Investor
Investee
Nature of Activities
The Corporation
Anderson Industrial (Hong Kong)
Ltd.
Importing, exporting and general
investing activities
The Corporation
Anderson Europe GmbH
Sale of machinery and wood panels
The Corporation
Anderson America Corporation
(U.S.A.) (Anderson America)
Sale of machinery and wood panels
Proportion of Ownership
December 31
2016
2015
Remark
100.00%
100.00%
a

100.00%
100.00%
-

100.00%
100.00%
-

(Continued)

  • 214 -
Investor
Investee
Nature of Activities
The Corporation
CNT Industrial (Shang-Hai) Co., Ltd.
(CNT)
Manufacture of machinery
The Corporation
Shen-de Corporation
Importing and Exporting
The Corporation
Digital Photonics Corporation
Optical equipment
The Corporation
Jentec Machinery (Shanghai) Co.,
Ltd. (Jentec)
Manufacture and sales of
machinery
The Corporation
Anderson Merchandise Corporation
Sale of machinery and wood panels
The Corporation
Giben Holdings Co., Ltd. (BVI)
(Giben BVI)
Investment
The Corporation
Giben Holdings Co., Ltd. (SAMOA)
(Giben SAMOA)
Investment
The Corporation
Sogotec Enterprise Co., Ltd.
(Sogotec)
Manufacture and sales of
machinery
Shen-de Corporation Sogotec
Manufacture and sales of
machinery
Shen-de Corporation Willis Ltd.
Importing and Exporting
Giben SOMOA
Giben America, Inc. (Giben America) Manufacture and sales of
machinery
Giben SOMOA
Giben do Brasil Maquinas e
Equipamentos Ltda (Giben Brazil)
Manufacture and sales of
machinery
Giben BVI
Giben Brazil
Manufacture and sales of
machinery
CNT
Chengdu ZhongDe Nc Machinery
Co., Ltd (Chengdu ZhongDe)
Manufacture of machinery
Anderson Europe
GmbH
A. Monforts Werkzeugmaschinen
GmbH & Co. KG (Monforts
GmbH)
Manufacture and sales of
machinery
Sogotec
Sogotec (Sogotec Shanghai)
Manufacture and sales of
machinery
Proportion of Ownership
December 31
2016
2015
Remark
100.00%
100.00%
-
100.00%
100.00%
-
-
94.50%
b
100.00%
100.00%
-
100.00%
100.00%
-
100.00%
100.00%
-
100.00%
100.00%
-
70.63%
70.63%
-
28.62%
28.62%
c
50.00%
50.00%
d
100.00%
100.00%
-
0.28%
0.28%
-
99.72%
99.72%
-
66.67%
66.67%
e.
100.00%
100.00%
f
100.00%
-
g
(Concluded)

Remarks:

  • a. On May 10, 2016, the board of directors of Anderson Industrial (Hong Kong) Ltd. resolved to dissolve and liquidate the company. As of December 31, 2016, the process of liquidation is still ongoing.

  • b. In January 2015, the Corporation acquired 1,080 thousand shares of Digital Photonics Corporation through cash payment of $360 thousand (not based on ownership percentage), thereby, increasing its ownership from 85.50% to 94.5%. The board of directors of Digital Photonics Corporation resolved conducting its liquidation on May 10, 2016, and completed the process of liquidation on December 26, 2016.

  • c. The Corporation invested $192,600 thousand, which acquired 70.63% ownership in Sogotec. The investment resulted in that Shen-de Corporation held ownership in Sogotec decreased to 28.62% and the Corporation’s comprehensive ownership reduced from 99.82% to 99.25%.

  • d. In October 2015, the Corporation invested $50,000 thousand and incorporated Willis Ltd. with non-related parties. The Corporation held 50.00% ownership in Willis Ltd.

  • e. In January 2015, the Corporation invested $26,977 thousand and incorporated Chengdu ZhongDe with non-related parties. The Corporation held 66.67% ownership in Chengdu ZhongDe.

  • f. In August 2015, the Corporation invested $76,523 thousand and incorporated Monforts GmbH. The Corporation held 100% ownership in Monforts GmbH.

  • g. The Corporation invested $16,781 thousand and incorporated Sogotec (Shanghai) in January 2016. The Corporation held 100% ownership in Sogotec (Shanghai). In addition, the Corporation invested $9,706 thousand in cash to acquire an additional ownership in Sogotec (Shanghai).

  • 215 -

10. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD

On March 29, 2016, the Corporation and Parpro Corporation jointly incorporated the holding company named Parpro Quality Inc.; the Corporation’s investment was $360,719 thousand (US$11,045 thousand). Parpro Quality Inc. acquired 100% ownership in Parpro Technology Inc. (original name Cal Quality Electronics Inc.) for consideration of $767,487 thousand (US$23,500 thousand). Through this transaction, the Corporation acquired 47% ownership in Parpro Technology Inc. and the acquisition date was April 1, 2016.

On June 22, 2016, the Corporation’s board of directors resolved to sell its 47% ownership in Parpro Technology Inc. to Parpro Corporation and completed the related process of the transaction on June 30, 2016. This transaction resulted in the recognition of a gain in profit or loss, calculated as follows:

Proceeds of disposal

Less: Carrying amount of investment on the date of loss of significant influence

Gain recognized

$ 370,530 (366,271) $ 4,259

11. PROPERTY, PLANT AND EQUIPMENT


Cost
Balance at January 1, 2015

Additions
Disposals
Reclassification
Effect of foreign currency
exchange differences

Balance at December 31, 2015

Accumulated depreciation and
impairment
Balance at January 1, 2015
Depreciation
Disposals
Reclassification
Effect of foreign currency
exchange differences

Balance at December 31, 2015

Carrying amounts at December 31,
2015

Cost
Balance at January 1, 2016

Additions
Disposals
Reclassification
Effect of foreign currency
exchange differences

Balance at December 31, 2016

Accumulated depreciation and
impairment
Balance at January 1, 2016
Depreciation
Disposals
Reclassification
Effect of foreign currency
exchange differences

Balance at December 31, 2016

Carrying amounts at December 31,
2016
Freehold Land
$ 265,069

-
-
-

(345)


264,724

-
-
-
-

-


-

$ 264,724

$ 264,724

-
-
-

218


264,942

-
-
-
-

-


-

$ 264,942
Buildings
$ 913,484

2,903
(3,081 )
1,598

(11,357)


903,547

314,789

40,314
(2,905 )
2,194

(6,988)


347,404

$ 556,143

$ 903,547

96,656
(4,190 )
12,314

(7,358)


1,000,969

347,404

41,832
(4,073 )
-

(4,457)


380,706

$ 620,263
Machinery
$ 245,269

32,815
(9,672 )
-

(10,787)


257,625

179,738

15,935
(6,167 )
-

(10,849)


178,657

$ 78,968

$ 257,625

13,266
(10,923 )
(1,875 )

(3,595)


254,498

178,657

19,138
(9,684 )
(1,152 )

(1,888)


185,071

$ 69,427
Research and
Development
Equipment
$ 39,502

16,366
(6,665 )
-

(5)


49,198

18,763

5,820
(5,414 )
-

(1)


19,168

$ 30,030

$ 49,198

6,598
(373 )
9,583

(51)


64,955

19,168

13,610
(369 )
-

(17)


32,392

$ 32,563
Other
Equipment
$ 203,067

8,385
(17,270 )
(1,598 )

(4,326)


188,258

163,657

14,532
(13,464 )
(2,194 )

(3,688)


158,843

$ 29,415

$ 188,258

14,315
(33,811 )
(1,520 )

(2,430)


164,812

158,843

12,521
(33,208 )
(1,861 )

(1,938)


134,357

$ 30,455
Construction
in Progress
$ 8,660
-
-
(8,660 )

-


-

-

-
-
-

-


-

$ -

$ -
-
-
-

-


-

-

-
-
-

-


-

$ -
Total
$ 1,675,051

60,469

(36,688 )

(8,660 )

(26,820)

1,663,352

676,947

76,601

(27,950 )

-

(21,526)

704,072
$ 959,280
$ 1,663,352

130,835

(49,297 )

18,502

(13,216)

1,750,176

704,072

87,101

(47,334 )

(3,013 )

(8,283)

732,526
$ 1,017,650
  • 216 -

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

Building 3-55 years Machinery 1-30 years Research and development equipment 3-9 years Other equipment 1-33 years

In August 1996, the Corporation purchased land in Houlong Township of Miaoli county for $11,000 thousand. However, due to the statutory restrictions on the transfer of farmland, the title deed has not been legally transferred to the Corporation; therefore, the Corporation made an entrusting contract with the seller to prevent any future claims on the land by the seller, the seller’s heir at law, or any other third parties. In addition, if the land zoning is changed, the seller is obligated to transfer the title immediately. Accordingly, the farmland is recorded under other non-current assets. In March 2005, the Corporation applied to the Land Office for the modification of land usage and changed parts of the land’s zoning designation from farmland to construction use, which amounted to $4,518 thousand. Accordingly, the Corporation has been registered as the legal owner, and has reclassified such land to property, plant and equipment.

Property, plant and equipment pledged as collateral for bank borrowings were set out in Note 25.

12. INTANGIBLE ASSETS

Cost

Balance at January 1,
2015

Additions
Disposals

Effect of foreign
currency exchange
differences

Balance at December 31,
2015

Accumulated
amortization and
impairment

Balance at January 1,
2015
Amortization expense
Disposals

Effect of foreign
currency exchange
differences

Balance at December 31,
2015

Carrying amounts at
December 31, 2015
Goodwill

$ 58,309

-
-

1,532


59,841

-
-
-

-


-

$ 59,841
Customer
Relation

$ 18,336

-
-

703


19,039

659

-
-

46


705

$ 18,334
Patent
Trademark
$ 115,363 $ 63,732
6,348
-
(65,514)
-

230

1,116


56,427

64,848

106,242
-
1,378
-
(65,514)
-

-

-


42,106

-

$ 14,321
$ 64,848
Software
Total
$ - $ 255,740

239
6,587

-
(65,514)

-

3,581

239
200,394

- 106,901

-
1,378

-
(65,514)

-

46

-

42,811
$ 239
$ 157,583
(Continued)
  • 217 -
Cost
Balance at January 1,
2016

Additions

Disposal (Note 9)

Reclassification
Effect of foreign
currency exchange
differences

Balance at December 31,
2016


Accumulated
amortization and
impairment
Balance at January 1,
2016

Amortization expense

Disposal
Effect of foreign
currency exchange
differences

Balance at December 31,
2016


Carrying amounts at
December 31, 2016
Goodwill
$ 59,841

-
(4,304)
-

(750)


54,787

-
-
-

-


-

$ 54,787
Customer
Relation
$ 19,039


-

-
-

(334)


18,705


705

4,052
-

(14)


4,743

$ 13,962
Patent
Trademark
$ 56,427 $ 64,848

-
-

-
-
-
-

(362)

(546)


56,065

64,302


42,106
-

2,805
-
-
-

(71)

-


44,840

-

$ 11,225
$ 64,302
Software
Total
$ 239 $ 200,394

1,134
1,134

-
(4,304)

(461)
(461)

(47)

(2,039)

865
194,724

-
42,811

140
6,997

-
-

(7)

(92)

133

49,716
$ 732
$ 145,008
(Concluded)

Other intangible assets are depreciated on a straight-line basis over the estimated useful lives as follows:

Customer relation 9 years Patents 5-20 years Software 4-5 years

Management believes the Group will renew the trademark continuously and has the ability to do so. Various studies including studies about product life cycle, market, competitive and environmental trends, and brand extension opportunities have been performed by management of the Group, which supported their opinion that there is no foreseeable limit to the period over which the trademarked products are expected to generate net cash flows. Therefore, the trademark is considered to have an indefinite useful life. The trademark will not be amortized until its useful life is determined to be finite. Instead it will be tested for impairment annually and whenever there is an indication that it may be impaired.

  • 218 -

13. BORROWINGS

  • a. Short-term borrowings
Secured borrowings (Note 24)
Bank loans

Unsecured borrowings
Line of credit borrowings

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


2016
$ 150,000


479,345

$ 629,345
2015
$ 275,000

702,178
$ 977,178

The ranges of interest rates on bank loans were 1.17%-1.95% and 0.76%-10.69% per annum as of December 31, 2016 and 2015, respectively.

  • b. Long-term borrowings
Secured borrowings (Note 24)
Bank loans

Unsecured borrowings
Bank loans

Less: Current portion

Long-term borrowings
**December 31 ** **December 31 **



2016
$ 511,399


146,111

657,510
(175,643)

$ 481,867
2015
$ 153,801

160,000
313,801
(107,057)
$ 206,744

As of December 31, 2016 and 2015, the interest rates of the bank borrowings secured by the Group’s freehold land and building (see Note 25) were 1.70%-1.95% and 1.17%-2.00% per annum, respectively. The bank borrowings are due in August 2018 to February 2021.

14. OTHER LIABILITIES

Current
Other payables
Payable for salaries and bonus

Payable for commission
Payable for business tax
Payable for bonus to employees and remuneration to directors and
supervisors
**December 31 **
2016
2015
$ 95,767
$ 98,703
71,751
63,122
10,232
22,992
4,531
2,994
(Continued)
  • 219 -
Payable for interest

Others


Other liabilities
Unearned receipts
Temporary receipts
Others

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





2016
$ 1,101


60,581

$ 243,963

$ 393,893

14,802

10,504

$ 419,199
2015
$ 1,000

65,624
$ 254,435
$ 325,921
12,527

5,592
$ 344,040
(Concluded)

15. RETIREMENT BENEFIT PLANS

a. Defined contribution plans

The Corporation, Sogotec, Anderson Merchandise Corporation and Digital Photonics Corporation adopted a pension plan under the Labor Pension Act (the “LPA”), which is a state-managed defined contribution plan. Under the LPA, an entity makes monthly contributions to employees’ individual pension accounts at 6% of monthly salaries and wages.

The employees of the Group’s subsidiaries in other countries are members of state-managed retirement benefit plans operated by the local government. The subsidiary is required to contribute amounts equal to a specified percentage of payroll costs to the retirement benefit scheme to fund the benefits. The only obligation of the Group with respect to the retirement benefit plan is to make the specified contributions.

b. Defined benefit plans

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

  • 220 -

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

Present value of funded defined benefit obligation

Fair value of plan asset

Deficit
Unrecognized actuarial loss, net

Net defined benefit liability
December 31 December 31



2016
$ 144,673


(70,833)

73,840

-

$ 73,840
2015
$ 148,832

(12,209)
136,623

-
$ 136,623

Movements in net defined benefit liability were as follows:

Present Value of
the Defined Net Defined
Benefit Fair Value of Benefit
Obligation the Plan Assets Liability
Balance at January 1, 2015 $ 136,497
$ (8,799)
$ 127,698
Service cost
Current service cost 1,942 - 1,942
Net interest expense (income)
2,729
(207)
2,522
Recognized in profit or loss
4,671
(207)
4,464
Remeasurement
Return on plan assets (excluding amounts
included in net interest) - (80) (80)
Actuarial loss - changes in demographic
assumptions 1,482 - 1,482
Actuarial loss - changes in financial
assumptions 6,020 - 6,020
Actuarial loss - experience adjustments
3,417
-
3,417
Recognized in other comprehensive income
10,919
(80)
10,839
Contributions from the employer
(3,255)
(3,123)
(6,378)
Balance at December 31, 2015
148,832
(12,209)
136,623
Service cost
Current service cost 1,359 - 1,478
Net interest expense (income)
2,429
(227)
2,083
Recognized in profit or loss
3,788
(227)
3,561
Remeasurement
Return on plan assets (excluding amounts
included in net interest) - (185) (185)
Actuarial loss - changes in demographic
assumptions 1,100 - 1,100
Actuarial loss - changes in financial
assumptions 6,017 - 6,017
Actuarial loss - experience adjustments
(6,337)
-
(6,337)
Recognized in other comprehensive income
780
(185)
595
Contributions from the employer (2,115) (64,824) (66,939)
Contributions from the employee
(6,612)
6,612
-
Balance at December 31, 2016 $ 144,673
$ (70,833)
$
73,840
  • 221 -

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

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

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

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

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

Discount rate

Expected rate of salary increase
**December 31 **
2016
2015
1.250%-1.500% 1.625%-1.750%
3.000%-4.250% 3.000%-4.500%

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

Discount rate
0.25% increase
0.25% decrease
Expected rate of salary increase
0.25% increase
0.25% decrease
December 31



2016
$ (4,424)

$ 4,610

$ 4,450

$ (4,295)
2015
$ (4,644)
$ 4,843
$ 5,095
$ (5,081)

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

The expected contributions to the plan for the next year
The average duration of the defined benefit obligation
December 31
2016
2015
$ 2,762
$ 64,983
12.17-15.78
years
12.50-16.57
years
  • 222 -

16. EQUITY

  • a. Share capital

Common stocks

Number of shares authorized (in thousands)

Shares authorized

Number of shares issued and fully paid (in thousands)

Shares issued
December 31 December 31



2016
200,000

$ 2,000,000

180,000

$ 1,800,000
2015
200,000
$ 2,000,000
180,000
$ 1,800,000

A holder of issued common stock with par value of NT$10 per share is entitled to vote and to receive dividends.

On February 29, 2015, the Corporation’s board of directors resolved to issue 33,000 thousand ordinary shares, with a par value of NT$10 each, for consideration of NT$11 per share, which will increase the share capital issued and fully paid to $1,800,000 thousand. On April 22, 2015, the above transaction was approved by the FSC, and the subscription base date was determined by the Corporation’s board of directors at April 21, 2015. On May 1, 2015, the Corporation has issued the shares and finished the registration of the new shares.

b. Capital surplus

May be used to offset a deficit, distributed as cash dividends, or
transferred to share capital
Recognized from issuance of common stocks

Recognized from conversion of bonds
Recognized from treasury share transactions

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


2016
$ 167,340

99,979

52,254

$ 319,573
2015
$ 184,973
99,979

52,254
$ 337,206

Such capital surplus may be used to offset a deficit; in addition, when the Corporation has no deficit, such capital surplus may be distributed as cash dividends or transferred to share capital (limited to a certain percentage of the Corporation’s capital surplus and once a year).

c. Retained earnings and dividend policy

In accordance with the amendments to the Company Act made in May 2015, the recipients of dividends and bonuses are limited to shareholders and do not include employees. The shareholders held their regular meeting on June 6, 2016 and, in that meeting, resolved amendments to the Corporation’s Articles of Incorporation (the “Articles”), particularly the amendment to the policy on dividend distribution and the addition of the policy on the distribution of employees’ compensation.

  • 223 -

Under the dividend policy as set forth in the amended Articles, where the Corporation made profit in a fiscal year, the profit shall be first utilized for paying taxes, offsetting losses of previous years, setting aside as legal reserve 10% of the remaining profit, setting aside or reversing a special reserve in accordance with the laws and regulations, and then any remaining profit together with any undistributed retained earnings shall be used by the Corporation’s board of directors as the basis for proposing a distribution plan, which should be resolved in the shareholders’ meeting for the distribution of dividends and bonus to shareholders. The settlement of dividends and bonus distribution due to a capital increase in the fiscal year should be resolved in the shareholders’ meeting. For the policies on distribution of employees’ compensation and remuneration of directors and supervisors before and after amendment, refer to Note 18(e) “Employee benefits expense”.

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

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

The appropriations of earnings for 2014 which have been approved in the shareholders’ meetings on June 30, 2015, was as follows:

Legal reserve
Cash dividends
For the Year Ended
December 31, 2014
Appropriation
of Earnings
Dividends Per
Share (NT$)
$ 1,744
18,000
$0.10

The Corporation’s shareholders also resolved to issue cash dividends from capital surplus of $17,633 thousand ($0.1 per share) in the shareholders’ meeting on June 6, 2016.

The appropriations of earnings for 2016 proposed by the Corporation’s board of directors on March 31, 2017 were as follows:

Appropriation Dividends Per
of Earnings Share (NT$)
Legal reserve $ 9,862
Cash dividends 35,266 $0.2

The Corporation’s board of directors also proposed to issue cash dividends from capital surplus of $52,899 thousand ($0.3 per share) in the meeting of the board of directors on March 31, 2017.

The appropriations of earnings for 2016 are subject to the resolution in the shareholders’ meeting to be held on June 19, 2017.

  • 224 -

d. Treasury shares

Number of Increase Decrease Number of
Shares at During the During the Shares at
Purpose of Buy-Back January 1 Year Year December 31
2016
Shares transferred to employees
(in thousands of shares)

3,119

550

-

3,669
2015
Shares transferred to employees
(in thousands of shares)

-

3,119

-

3,119

Under the Securities and Exchange Act, the Corporation shall neither pledge treasury shares nor exercise shareholders’ rights on these shares, such as rights to dividends and to vote.

17. REVENUE


Revenue from the sale of goods

Revenue from the rendering of services
Others

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


2016
$ 3,531,536

163,593
2,350

$ 3,697,479
2015
$ 3,102,293
9,213
25,181
$ 3,136,687

18. NET PROFIT (LOSS) AND OTHER COMPREHENSIVE INCOME (LOSS)

a. Other income


Interest income
Others
**For the Year Ended December 31 ** **For the Year Ended December 31 ** **For the Year Ended December 31 **


2016
$ 6,526


54,085

$ 60,611
2015
$ 1,561

38,524
$ 40,085
  • b. Other gains and losses

Gain on disposal of available-for-sale financial assets, net
Loss on disposal of property, plant and equipment
Net foreign exchange gains
Others
**For the Year Ended December 31 ** **For the Year Ended December 31 ** **For the Year Ended December 31 **



2016
$ 1,544

(24)
(42,717)

(2,951)

$ (44,148)
2015
$ 3,641
(3,786)
12,116

(4,812)
$ 7,159
  • 225 -

c. Finance costs


Interest on bank loans
d. Depreciation and amortization

Property, plant and equipment
Intangible assets
An analysis of depreciation by function
Operating costs
Operating expenses
An analysis of amortization by function
Operating costs
Operating expenses
e. Employee benefits expense

Short-term benefits

Post-employment benefits
Defined contribution plans
Defined benefit plans

Other employee benefits

Total employee benefits expense

An analysis of employee benefits expense by function
Operating costs

Operating expenses

**For the Year Ended December 31 ** **For the Year Ended December 31 ** **For the Year Ended December 31 **
2016
2015
$ 28,456
$ 23,439
**For the Year Ended December 31 **
2016
2015
$ 87,101
$ 76,601

6,997

1,378
$ 94,098
$ 77,979
$ 27,599
$ 27,719

59,502

48,882
$ 87,101
$ 76,601
$ -
$ -

6,997

1,378
$ 6,997
$ 1,378
**For the Year Ended December 31 **






2016
$ 639,547

19,215

3,561

22,776

30,430

$ 692,753

$ 189,256


503,497

$ 692,753
2015
$ 588,022
20,646

4,464
25,110

15,613
$ 628,745
$ 197,875

430,870
$ 628,745
  • 226 -

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

In compliance with the Company Act as amended in May 2015 and the amended Articles of Incorporation of the Corporation approved by the shareholders in their meeting in June 2016, the Corporation accrued employees’ compensation and remuneration of directors and supervisors at the rates between 1% and 10% and no higher than 3%, respectively, of net profit before income tax, employees’ compensation, and remuneration of directors and supervisors. The employees’ compensation and remuneration of directors and supervisors for the years ended December 31, 2016 which have been approved by the Corporation’s board of directors on March 31, 2017, were as follows:

Accrual rate
Employees’ compensation
Remuneration of directors and supervisors
Amount
Employees’ compensation
Remuneration of directors and supervisors
For the Year
Ended
December 31,
2016
1%
1%
For the Year
Ended
December 31,
2016
Cash
$ 1,227
1,227

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

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

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

The bonus to employees and remuneration of directors and supervisors for 2014 which have been approved in the shareholders’ meeting on June 30, 2015 were as follows:

Bonus to employees
Remuneration of directors and supervisors
For the Year
Ended
December 31,
2014
Cash
$ 1,570
471

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

  • 227 -

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

19. INCOME TAXES

a. Major components of tax expense (benefit) recognized in profit or loss


Current tax
In respect of the current year
Adjustments for prior years
Income tax on unappropriated earnings
Others
Deferred tax
In respect of the current year
Income tax expense (benefit) recognized in profit or loss
**For the Year Ended December 31 ** **For the Year Ended December 31 ** **For the Year Ended December 31 **
2016
$ 12,874
2,573
3,013
-

24,562
$ 43,022
2015
$ 7,976
484
-
19,673
(29,181)
$ (1,048)

A reconciliation of accounting profit and income tax expense (benefit) is as follows:


Profit (loss) before income tax

Income tax expense (benefit) calculated at the statutory rate

Nondeductible expenses in determining taxable income
Unrecognized deductible (taxable) temporary differences
Income tax on unappropriated earnings
Loss carryforward
Effect of different tax rate of Group entities operating in other
jurisdictions
Adjustments for prior years’ tax
Others

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



2016
$ 140,047

$ 23,808

(2,005)
9,056
3,013
(5,800)
12,377
2,573

-

$ 43,022
2015
$ (43,138)
$ (7,333)
10,202
(50,089)
-
-
16,176
484

29,512
$ (1,048)

The applicable tax rate used above is the corporate tax rate of 17% payable by the Group in the ROC, while the applicable tax rate used by subsidiaries in China is 25%. Tax rates used by Group entities operating in other jurisdictions are based on the tax laws in those jurisdictions.

  • b. Income tax recognized in other comprehensive income

Deferred tax
In respect of the current year:
Remeasurement on defined benefit plan
**For the Year Ended December 31 ** **For the Year Ended December 31 ** **For the Year Ended December 31 **
2016
$ 51
2015
$ (1,957)
  • 228 -

c. Deferred tax assets and liabilities

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

For the year ended December 31, 2016

Opening
Balance
Recognized in
Profit or Loss
Recognized in
Other
Comprehen-
sive Income
Deferred tax assets
Share of loss of subsidiaries
accounted for using the
equity method
$ 1,428
$ (1,007)
$ -

Defined benefit obligation
25,338
(12,371)
(51)
Unrealized gain on transactions
with associates
3,647
(2,173)
-
Others

28,745

5,771

-

$ 59,158
$ (9,780)
$ (51)

Deferred tax liabilities
Share of income of subsidiaries
accounted for using the
equity method
$ -
$ 13,912
$ -

Unrealized foreign exchange
gains

679

(679)

-

$ 679
$ 13,233
$ -

For the year ended December 31, 2015
Opening
Balance
Recognized in
Profit or Loss
Recognized in
Other
Comprehen-
sive Income
Deferred tax assets
Share of loss of subsidiaries
accounted for using the
equity method
$ 7,203
$ (5,775)
$ -

Defined benefit obligation
19,747
3,634
1,957
Unrealized gain on transactions
with associates
4,581
(934)
-
Others

22,125

6,620

-

$ 53,656
$ 3,545
$ 1,957
Closing
Balance
$ 421
12,916
1,474

34,516
$ 49,327
$ 13,912

-
$ 13,912
Closing
Balance
$ 1,428
25,338
3,647

28,745
$ 59,158
(Continued)

Deferred tax assets
Share of loss of subsidiaries
accounted for using the
equity method

Defined benefit obligation
Unrealized gain on transactions
with associates
Others

  • 229 -
Deferred tax liabilities
Share of income of subsidiaries
accounted for using the
equity method

Unrealized foreign exchange
gains

Opening
Balance
Recognized in
Profit or Loss
Recognized in
Other
Comprehen-
sive Income
$ 19,773
$ (19,773)
$ -


6,542

(5,863)

-

$ 26,315
$ (25,636)
$ -
Closing
Balance
$ -

679
$ 679
(Concluded)

d. Unused loss carryforward as of December 31, 2016 comprised of:

Unused Amount
$ 5,703
611
2,835
2,551

12,777
$ 24,477
Integrated income tax
Unappropriated earnings
Generated on and after January 1, 1998

Imputation credits accounts
The Corporation

Shen-de Corporation

Anderson Merchandise Corporation

Sogotec

Willis Ltd.



Creditable ratio for distribution of earnings
The Corporation
Shen-de Corporation
Anderson Merchandise Corporation
Sogotec
Willis Ltd.
Expiry Year
2019
2021
2022
2024
2026
December 31
2016
2015
$ 100,810
$ 2,800
$ 39,180
$ 33,950
$ 10,119
$ 9,624
$ 10,673
$ 4,203
$ 285
$ 2,237
$ -
$ -
For the Year Ended December 31
2016 (Expected)
2015
20.85%
33.87%
None
None
29.10%
21.04%
1.49%
5.78%
None
None
  • e. Integrated income tax

  • 230 -

Under the Integrated Income Tax System that became effective on January 1, 1998, ROC resident shareholders are allowed a tax credit for their proportionate share of the income tax paid by companies in the ROC for earnings generated since January 1, 1998.

  • f. Income tax assessments

The latest annual income tax returns that have been assessed by the tax authorities were as follows:

Company
The Corporation
Shen-de Corporation
Anderson Merchandise Corporation
Sogotec
Willis Ltd.
**Year **
2014
2014
2015
2014
-

20. EARNINGS (LOSS) PER SHARE


Basic earnings (loss) per share
Diluted earnings per share
Unit: NT$ Per Share
For the Year Ended December 31
Unit: NT$ Per Share
For the Year Ended December 31
Unit: NT$ Per Share
For the Year Ended December 31
2016
$ 0.56
$ 0.56
2015
$ (0.24)

The earnings and weighted average number of common stocks outstanding in the computation of earnings (loss) per share were as follows:

Net Profit (Loss) for the Year


Profit (loss) for the period attributable to owners of the Corporation
Effect of potentially dilutive common stocks:
Employees’ compensation or bonus issue to employees
Earnings used in the computation of diluted earnings per share
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31



2016
$ 98,616


-
$ 98,616
2015
$ (41,201)

Weighted average number of common stocks outstanding (in thousand shares):


Weighted average number of common stocks in computation of basic
earnings (loss) per share
Effect of potentially dilutive common stocks:
Employees’ compensation or bonus issue to employees
Weighted average number of common stocks used in the
computation of diluted earnings per share
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2016
176,388


125
176,513
2015
169,060
  • 231 -

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

21. OPERATING LEASE ARRANGEMENTS

The Group as lessee.

Operating leases relate to leases of office and plant with lease terms between 1 and 5 years.

The future minimum lease payments of non-cancellable operating lease commitments are as follows:

Not later than 1 year

Later than 1 year and not later than 5 years
Later than 5 years

December 31 December 31


2016
$ 45,195

108,477

15,608

$ 169,280
2015
$ 47,845
142,901

-
$ 190,746

Goodwill is recognized in the acquisition of Giben Brazil and Giben America because the cost of the combination included a control premium. In addition, the consideration paid for the combination effectively included amounts in relation to the benefit of expected synergies, revenue growth, future market development and the assembled workforce of Giben America. These benefits are not recognized separately from goodwill because they do not meet the recognition criteria for identifiable intangible assets.

22. CAPITAL MANAGEMENT

The Group manages its capital to ensure that entities in the Group will be able to continue as going concerns while maximizing the return to stakeholders through the optimization of the debt and equity balance.

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

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

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

  • 232 -

23. FINANCIAL INSTRUMENTS

  • a. Fair value of financial instruments that are not measured at fair value

The Group’s management considers the carrying amounts recognized in the consolidated financial statements for financial assets and financial liabilities not carried at fair value to approximate their fair values or their fair values cannot be reliably measured.

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

Fair value hierarchy

December 31, 2016
Available-for-sale financial
assets
Mutual funds

December 31, 2015
Available-for-sale financial
assets
Mutual funds
Level 1
$ 157,311

Level 1
$ 84,122
Level 2
$ -

Level 2
$ -
Level 3
$ -

Level 3
$ -
Total
$ 157,311
Total
$ 84,122

There were no transfers between Levels 1 and 2 in the current and prior periods.

  • c. Categories of financial instruments
Financial assets
Loans and receivables (1)

Available-for-sale financial assets (2)
Financial liabilities
Amortized cost (3)
**December 31 **
2016
2015
$ 1,944,969
$ 1,994,723
184,058
110,869
1,924,307
1,827,827
  • 1) The balances included loans and receivables measured at amortized cost, which comprise cash and cash equivalents, debt investments with no active market, notes receivable, accounts receivable, other receivables and long-term receivables.

  • 2) The balances included the carrying amount of available-for-sale financial assets and financial assets measured at cost.

  • 3) The balances included financial liabilities measured at amortized cost, which comprise short-term borrowings, notes payable, accounts payable, other payables and long-term borrowings.

  • 233 -

  • d. Financial risk management objectives and policies

The Group’s major financial instruments include equity and debt investments, accounts receivable, accounts payable and short-term and long-term borrowings. The Group’s corporate treasury function provides services to the business, monitors and manages the financial risks relating to the operations of the Group through internal risk reports which analyze exposures by degree and magnitude of risks. These risks include market risk (including currency risk, interest rate risk and other price risk), credit risk and liquidity risk.

1) Market risk

The Group’s activities exposed it primarily to the financial risks of changes in foreign currency exchange rates (see (a) below) and interest rates (see (b) below).

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

a) Foreign currency risk

The Group had foreign currency sales and purchases, which were exposed to foreign currency risk. To protect against reductions in value and the volatility of future cash flows caused by changes in foreign exchange rates, the Group managed the risk by balancing positions of assets and liabilities denominated in foreign currencies.

The carrying amounts of the Group’s foreign currency denominated monetary assets and monetary liabilities (including those eliminated on consolidation) and of the derivatives exposed to foreign currency risk at the end of the reporting period are set out in Note 27.

Sensitivity analysis

The Group was mainly exposed to the currency United States dollar (“USD”) and currency Renminbi (“RMB”).

The following table details the Group’s sensitivity to a 1% increase and decrease in New Taiwan dollars (the functional currency) against the relevant foreign currencies. The rate of 1% is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents management’s assessment of the reasonably possible change in foreign exchange rates. The sensitivity analysis included only outstanding foreign currency denominated monetary items and adjusts their translation at the end of the reporting period for a 1% change in foreign currency rates. A positive number below indicates an increase in pre-tax profit and other equity assuming New Taiwan dollars strengthened by 1% against the relevant currency. For a 1% weakening of New Taiwan dollars against the relevant currency, there would be an equal and opposite impact on pre-tax profit and other equity and the balances below would be negative.

Profit or loss
Currency USD Impact
For the Year Ended
December 31
2016
2015
$ 4,537
$ 6,776
Currency RMB Impact
For the Year Ended
December 31
2016
2015
$ 3,179
$ 1,823
  • 234 -

b) Interest rate risk

The Group was exposed to interest rate risk because entities in the Group borrowed funds at both fixed and floating interest rates. The risk is managed by the Group by maintaining an appropriate mix of fixed and floating rate borrowings.

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

Fair value interest rate risk
Financial assets

Financial liabilities
Cash flow interest rate risk
Financial assets
Financial liabilities
December 31
2016
2015
$ 42,541
$ 179,512
30,000
80,724
513,645
739,106
1,256,855
1,210,255

Sensitivity analysis

The sensitivity analyses below were determined based on the Group’s exposure to interest rates for both derivatives and non-derivative instruments at the end of the reporting period. For floating rate liabilities, the analysis was prepared assuming the amount of the liability outstanding at the end of the reporting period was outstanding for the whole year. A 10 basis points increase or decrease was used when reporting interest rate risk internally to key management personnel and represents management’s assessment of the reasonably possible change in interest rates.

The sensitivity analyses were determined based on the Group’s exposure to interest rates at the end of the reporting period. A 10 basis points increase or decrease was used when reporting interest rate risk internally to key management personnel and represents management’s assessment of the reasonably possible change in interest rates.

If interest rates had been 10 basis points higher/lower and all other variables were held constant, the Group’s pre-tax profit for the year ended December 31, 2016 would decrease/increase by $743 thousand and per-tax loss for the year ended December 31, 2015 would increase/decrease by $471 thousand, respectively, which was mainly attributable to the Group’s exposure to cash flow on its variable-rate bank borrowings.

c) Other price risk

The Group was exposed to equity price risk through its investments in equity securities.

Sensitivity analysis

If equity prices had been 10% higher/lower, pre-tax profit for year ended December 31, 2016 would have increased/decreased by $6,464 thousand, as a result of the changes in fair value of held-for trading investments, and the pre-tax other comprehensive income for the year ended December 31, 2015 would increase/decrease by $15,371 thousand and $8,412 thousand, respectively, as a result of the changes in fair value of available-for-sale shares.

  • 235 -

2) Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. As at the end of the reporting period, the Group’s maximum exposure to credit risk which will cause a financial loss to the Group due to failure of counterparties to discharge an obligation and due to financial guarantees provided by the Group could arise from:

  • a) The carrying amount of the respective recognized financial assets as stated in the balance sheets; and

  • b) The amount of contingent liabilities in relation to financial guarantee issued by the Group.

The Group adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient collateral, where appropriate, as a means of mitigating the risk of financial loss from defaults. The Group only transacts with entities that are rated the equivalent of excellent grade. This information is supplied by a rating agency where available and, if not available, the Group uses other publicly available financial information to rate its major customers. The Group’s exposure and the credit ratings of its counterparties are continuously monitored and the aggregate value of transactions concluded is spread amongst approved counterparties.

The Group did transactions with a large number of unrelated customers and, thus, no concentration of credit risk was observed.

3) Liquidity risk

Ultimate responsibility for liquidity risk management rests with the board of directors, which has built an appropriate liquidity risk management framework for the Group’s short, medium and long-term funding and liquidity management requirements. The Group manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, and continuously monitoring forecast and actual cash flows as well as matching the maturity profiles of financial assets and liabilities. As of December 31, 2016 and 2015, the Group had available unutilized bank loan facilities set out in (b) below.

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

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

December 31, 2016
Non-derivative
financial liabilities
Non-interest bearing
Variable interest rate
liabilities
Fixed interest rate
liabilities

On Demand
or Less than
1 Month

$ -
74,786

30,000

$ 104,786
1-3 Months
$ 637,586

449,652

-

$ 1,087,238
3 Months to
1 Year
$ -

250,551

-

$ 250,551
1-5 Years
$ -

481,866

-

$ 481,866
5+ Years
$ -

-

-
$ -
  • 236 -

December 31, 2015

Non-derivative
financial liabilities
Non-interest bearing
Variable interest rate
liabilities
Fixed interest rate
liabilities

On Demand
or Less than
1 Month

$ -
228,739

50,000

$ 278,739
1-3 Months
$ 536,848

579,052

30,000

$ 1,145,900
3 Months to
1 Year
$ -

196,884

724

$ 197,608
1-5 Years
$ -

205,580

-

$ 205,580
5+ Years
$ -

-

-
$ -

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

b) Financing facilities

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

Amount unused


Secured bank overdraft facility:
Amount used

Amount unused

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





2016
$ 951,815

1,426,685

$ 2,378,500

$ 562,024

-

$ 562,024
2015
$ 980,208
1,385,522
$ 2,365,730
$ 443,216
355,000
$ 798,216
  • e. Transfers of financial assets

During 2016 and 2015, the Group discounted accounts receivable with an aggregate carrying amount of $49,472 thousand and $283,572 thousand to a bank for cash proceeds of $49,203 thousand and $234,699 thousand, respectively. According to the contract, if the accounts receivable are not paid at maturity, the bank has the right to request the Group to pay the unsettled balance. As the Group has not transferred the significant risks and rewards relating to these accounts receivable, it continues to recognize the full carrying amount of the receivables and has recognized the cash received on the transfer as a secured borrowing (see Note 25).

As of December 31, 2016 and 2015, the carrying amount of the accounts receivable that have been transferred but have not been derecognized amounted to $43,815 thousand and $106,099 thousand, respectively, and the carrying amount of the related liability was $35,024 thousand and $84,216 thousand, respectively.

  • 237 -

24. TRANSACTIONS WITH RELATED PARTIES

Balances and transactions between the Corporation and its subsidiaries, which are related parties of the Corporation, have been eliminated on consolidation and are not disclosed in this note. The price and the transaction terms with related parties were not significantly different from those with third parties. Details of transactions between the Group and other related parties are disclosed below:

Compensation of Key Management Personnel


Short-term employee benefits
Post-employment benefits
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2016
$ 64,883

1,702
$ 66,585
2015
$ 53,284

2,244
$ 55,528

The remuneration of directors and key executives was determined by the remuneration committee having regard to the performance of individuals and market trends.

25. ASSETS PLEDGED AS COLLATERAL OR FOR SECURITY

The following assets at book value were provided as collateral for bank borrowings:

Accounts receivable

Long-term receivables
Freehold land
Building
Other non-current assets

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


2016
$ 30,928

12,887
122,638
435,359

6,482

$ 608,294
2015
$ 88,225
17,874
122,638
421,648

6,482
$ 656,867

26. SIGNIFICANT EVENTS AFTER REPORTING PERIOD

On February 10, 2017, in order to augment the product lines, meet the need of market diversification, and enhance the synergy of operation, the Corporation’s board of directors resolved to acquire assets of Matec Machinenbau GmbH, a company in Germany, for a total amount of EUR8,000 thousand. On March 28, 2017, the Corporation’s board of directors resolved to revise the original application of funds and acquisition of properties of Matec Machinenbau GmbH to a total amount of EUR3,900 thousand. Then, the Corporation incorporated Matec GmbH in Germany through its subsidiary, Anderson Europe GmbH, for a total amount of EUR3,100 thousand. Finally, Matec GmbH acquired other fixed assets, inventories, and patent and etc. of Matec Machinenbau GmbH.

  • 238 -

27. SIGNIFICANT ASSETS AND LIABILITIES DENOMINATED IN FOREIGN CURRENCIES

The following information was aggregated by the foreign currencies other than functional currencies of the Group entities and the exchange rates between foreign currencies and respective functional currencies (“NTD”) were disclosed. The significant assets and liabilities denominated in foreign currencies were as follows:

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

December 31, 2016

Foreign Carrying
Currencies Exchange Rate Amount
Financial assets
Monetary items
USD $
19,638
32.250 (USD:NTD) $ 633,326
RMB 69,118 4.617 (RMB:NTD)
319,118
EUR 2,129 33.900 (EUR:NTD)
72,173
Financial liabilities
Monetary items
USD 5,569 32.250 (USD:NTD)
179,600
RMB 274 4.617 (RMB:NTD)
1,265
December 31, 2015
Foreign Carrying
Currencies Exchange Rate Amount
Financial assets
Monetary items
USD $
27,515
32.825 (USD:NTD) $ 903,180
RMB 38,640 4.995 (RMB:NTD)
193,007
Financial liabilities
Monetary items
USD 6,873 32.825 (USD:NTD)
225,606
RMB 2,147 4.995 (RMB:NTD)
10,724

For the years ended December 31, 2016 and 2015, (realized and unrealized) net foreign exchange loss amounted to $42,717 thousand and $12,116 thousand, respectively. It is impractical to disclose net foreign exchange gain (loss) by each significant foreign currency due to the variety of the foreign currency transactions.

  • 239 -

28. SEPARATELY DISCLOSED ITEMS

  • a. Information about significant transactions and investees:

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

  • 2) Endorsements/guarantees provided. (Table 2)

  • 3) Marketable securities held (excluding investment in subsidiaries, associates and joint ventures). (Table 3)

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

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

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

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

  • 8) Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital. (Table 6)

  • 9) Trading in derivative instruments. (None)

  • 10) Information on investees. (Table 8)

  • b. Information on investments in mainland China

  • 1) Information on any investee company in mainland China, showing the name, principal business activities, paid-in capital, method of investment, inward and outward remittance of funds, ownership percentage, net income of investees, investment income or loss, carrying amount of the investment at the end of the period, repatriations of investment income, and limit on the amount of investment in the mainland China area. (Table 9)

  • 2) Any of the following significant transactions with investee companies in mainland China, either directly or indirectly through a third party, and their prices, payment terms, and unrealized gains or losses. (None)

  • 240 -

29. SEGMENT INFORMATION

Information reported to the chief operating decision maker for the purpose of resource allocation and assessment of segment performance focuses on the types of goods or services delivered or provided. The Group’s reportable segments were as follows:

  • a. Segments revenues and results

The following was an analysis of the Group’s revenue and results from continuing operations by reportable segment.


Segment revenues
Machinery segment

Wood panels segment
Eliminations


Segment income
Machinery segment

Wood panels segment

Non-operating income and expenses

Profit (loss) before tax
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31






2016
$ 3,858,886

700,923
(862,330)

$ 3,697,479

$ 119,872

26,616

146,488
(6,441)

$ 140,047
2015
$ 3,294,076
703,719
(861,108)
$ 3,136,687
$ (102,692)
35,749
(66,943)
23,805
$ (43,138)

b. Segment total assets and liabilities

The Group’s segment total assets and liabilities and other segment information were not provided to the chief operating decision maker; therefore, disclosure was not necessary.

  • c. Geographic information

Taiwan

China
USA
Germany
Thailand
Australia
Others

Revenue from External
Customers
Revenue from External
Customers
Revenue from External
Customers
For the Year Ended December 31


2016
$ 860,438

835,459
693,266
359,585
201,660
118,370
628,701

$ 3,697,479
2015
$ 1,398,197
545,688
526,212
133,507
205,000
150,753
177,330
$ 3,136,687
  • 241 -
Taiwan

China
USA
Germany
Brazil

Non-current Assets Non-current Assets
December 31


2016
$ 831,335

83,125
97,857
25,044
213,220

$ 1,250,581
2015
$ 745,577
99,777
100,822
25,228
203,224
$ 1,174,628

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

  • d. Revenue from major products and services

The Group does not have revenue from a single customer that exceeds 10% of the consolidated revenue.

  • 242 -

TABLE 1

ANDERSON INDUSTRIAL CORPORATION AND SUBSIDIARIES

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

No. Lender Borrower Financial Statement
Account
Related
Parties
Highest Balance
for the Period
(Note 2)
Ending Balance
(Note 2)
Actual
Borrowing
Amount
Interest
Rate
Nature of Financing Business
Transaction
Amounts
Reasons for Short-term
Financing
Allowance for
Impairment Loss
Collateral Collateral Financing Limit
for Each
Borrower
(Notes 1 and 3)
Aggregate
Financing Limits
(Notes 1 and 3)

Note

Item
Value
0 The Corporation Monforts GmbH Accounts receivable -
related parties
Yes $ 71,780 $ 67,800 $ 40,002 2.5% Short-term financing
$ -
Operation requirements $ - - $ - $ 459,568 $ 919,136 -

Note 1: Based on audited financial statements.

Note 2: The balance for the period and ending balance represent the amount approved by the board of directors.

Note 3: The loan limit should not exceed 40% of total equity of the Corporation. The loan limit to one party should not exceed 20% of the total equity or business transaction amount.

  • 243 -

TABLE 2

ANDERSON INDUSTRIAL CORPORATION AND SUBSIDIARIES

ENDORSEMENTS/GUARANTEES PROVIDED FOR THE YEAR ENDED DECEMBER 31, 2016

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

No. Endorser/Guarantor Endorsee/Guarantee Endorsee/Guarantee Limits on
Endorsement/
Guarantee Given
on Behalf of
Each Party
(Note 1)
Maximum
Amount
Endorsed/
Guaranteed
During the
Period
Outstanding
Endorsement/
Guarantee at the
End of the Period
Actual
Borrowing
Amount
Amount
Endorsed/
Guaranteed by
Collaterals
Ratio of
Accumulated
Endorsement/
Guarantee to Net
Equity in Latest
Financial
Statements (%)
Aggregate
Endorsement/
Guarantee Limit
(Note 2)
Endorsement/
Guarantee Given
by Parent on
Behalf of
Subsidiaries
Endorsement/
Guarantee Given
by Subsidiaries
on Behalf of
Parent

Endorsement/
Guarantee Given
on Behalf of
Companies in
Mainland China

Note
Name Relationship
(Note 3)
0 The Corporation Anderson Europe GmbH
Monforts GmbH
Anderson Merchandise Corporation
Sogotec
b
b

b
b
$ 689,352
689,352
689,352
689,352
$ 46,859
198,343
434,153
200,000
$ 44,793
117,430
432,875
200,000
$ -
117,430
214,258
150,000
$ -
-
-
-
2
5
19
9
$ 1,148,920
1,148,920
1,148,920
1,148,920
Yes
Yes
Yes
Yes
-
-
-
-
-
-
-
-
-
-
-
-

Note 1: The balance should not exceed 30% of total equity of the Corporation.

Note 2: The balance should not exceed 50% of total equity of the Corporation.

Note 3: The relationship is as follows:

  • b. The Corporation controls over 50% of subsidiary’s ordinary shares directly.

  • 244 -

TABLE 3

ANDERSON INDUSTRIAL CORPORATION AND SUBSIDIARIES

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

Holding Company Name Type and Name of Marketable Securities Relationship
with the
Holding
Company
Financial Statement Account December 31, 2016 December 31, 2016 Note
Shares Carrying
Amount
Percentage
of
Ownership
Fair Value
The Corporation
CNT
Anderson Merchandise Corporation
Sen-de Corporation
Chengdu ZhongDe
Sinopac EMD & High Yield Bond Fund of Funds
Bank of Communication Daily Interest S type financial
product - Guaranteed floating rate type
CheinYuan-Special gain” No. 181 year 2016 fixed term
financial product
CheinYuan-Special gain” No. 204 year 2016 fixed term
financial product
Bank of Communication “Winton profits guaranteed”
financial product for 91 days
Bank of Communication CheinYuan -Yaincheshifang”
No. 211 year 2016 fixed term financial product
Templeton Global Smaller Comp Fund A
Fidelity European Sm Cos A-EUR
Stock: Harbinger Technology Corporation
Hua Nan Phoenix Money Market
Anshin Lindon RMB financial product for 45 days
-
-
-
-
-
-
-
-
-
-
-
Available-for-sale financial assets - current
Available-for-sale financial assets - current
Available-for-sale financial assets - current
Financial assets at fair value through profit or loss -
current
Financial assets at fair value through profit or loss -
current
Financial assets at fair value through profit or loss -
current
Available-for-sale financial assets - current
Available-for-sale financial assets - current
Financial assets measured at cost - non-current
Available-for-sale financial assets - current
Available-for-sale financial assets - current
1,645
-
-
-
-
-
2
1
2,675
117
-
$ 18,753
50,787
46,170
13,851
41,553
9,234
934
952
26,747
28,172
11,543
-
-
-
-
-
-
-
-
9.00
-
-
$ 18,753
50,787
46,170
13,851
41,553
9,234
934
952
17,608
28,172
11,543
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2

Note 1: Information on investments in subsidiaries and associates, see Table 7 and Table 8 for details.

Note 2: Fair value is measured at net assets of fund. Fair value is based on the net assets value reported in the recent financial statements of the issuer of unlisted stock.

  • 245 -

TABLE 4

ANDERSON INDUSTRIAL CORPORATION AND SUBSIDIARIES

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

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

Company Name Type and Name
of Marketable
Securities
Financial
Statement
Account
Counterparty Relationship Beginning Balance Beginning Balance **Acquisition ** **Acquisition ** **Disposal ** **Disposal ** **Ending ** Balance
Shares Amount Shares Amount Shares Amount Carrying
Amount
Gain (Loss)
on Disposal
Shares Amount
The Corporation Parpro Quality
Inc.
Equity method Buy-in: Parpro
Corporation
Sold out: Parpro
Corporation
-
The same
chairman
- $ -
11,045
$ 360,719
11,045
$ 370,530 $ 366,271
(Note)
$ 4,259
-
$ -

Note: The carrying amount included the share of profits (losses) of subsidiaries and associates $5,552 thousand.

  • 246 -

TABLE 5

ANDERSON INDUSTRIAL CORPORATION AND SUBSIDIARIES

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

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

Buyer Related Party Relationship Transaction Transaction Details Abnormal Transaction Abnormal Transaction Notes/Accounts
Receivable (Payable)
Notes/Accounts
Receivable (Payable)
Note
Purchase/
Sale
Amount % to
**Total **
Payment Terms Unit Price Payment Terms Ending
Balance
% to
**Total **
The Corporation
Sogotec
CNT
Anderson America
Sogotec (Shanghai)
Subsidiaries
Subsidiaries
Subsidiaries
Sale
Sale
Sale
$ (124,247)
(268,227)
(148,879)
(3)
(7)
(4)
The same as other customer
The same as other customer
The same as other customer
$ -
-
-
-
-
-
$ 94,947
125,487
142,556
16
21
24
  • 247 -

TABLE 6

ANDERSON INDUSTRIAL CORPORATION AND SUBSIDIARIES

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

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

Company Name Related Party Relationship Ending Balance Turnover Rate Overdue Amounts
Received in
Subsequent
Period
Allowance for
Impairment
Loss
Amount Actions Taken
The Corporation
Sogotec
Anderson America
Sogotec (Shanghai)
Subsidiaries
Subsidiaries
$ 125,487
142,556
2.17
2.09
$ -
-
-
-
$ 53,364
20,061
$ -
-
  • 248 -

TABLE 7

ANDERSON INDUSTRIAL CORPORATION AND SUBSIDIARIES

BUSINESS RELATIONSHIP AND SIGNIFICANT INTERCOMPANY TRANSACTION FOR THE YEAR ENDED DECEMBER 31, 2016 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Number Company Name Counterparty Relationship (Note) Transaction Details Transaction Details
Financial Account Amount Transaction Terms % to Total Revenue
or Assets
0 The Corporation Anderson America
CNT
Giben America
Sogotec
Anderson America
CNT
Anderson Merchandise Corporation
Giben America
Giben Brasil
Sogotec
CNT
Sogotec
Monforts
1
1
1
1
1
1
1
1
1
1
1
1
1
Sales revenue
Sales revenue
Sales revenue
Sales revenue
Accounts receivable - related parties
Accounts receivable - related parties
Accounts receivable - related parties
Accounts receivable - related parties
Accounts receivable - related parties
Accounts receivable - related parties
Other receivable - related parties
Other receivable - related parties
Other receivable - related parties
$ 268,227
124,247
83,757
54,688
125,487
94,947
34,793
58,568
48,301
89,080
56,212
27,246
41,122
The same as common term of trade
The prices are the Corporation’s cost plus 3%
The same as common term of trade
The same as common term of trade
The same as common term of trade
The same as common term of trade
The same as common term of trade
The same as common term of trade
The same as common term of trade
The same as common term of trade
The same as common term of trade
The same as common term of trade
The same as common term of trade
7
3
2
1
3
2
1
1
1
2
1
1
1
1 Giben Brasil Giben America
Giben America
3
3
Sales revenue
Accounts receivable - related parties
32,646
11,793
The same as common term of trade
The same as common term of trade
1
-
2 Jentec CNT 3 Sales revenue 32,597 The same as common term of trade 1
3 Sogotec Sogotec (Shanghai)
Sogotec (Shanghai)
3
3
Sales revenue
Accounts receivable - related parties
148,879
142,556
The same as common term of trade
The same as common term of trade
4
2
4 CNT Sogotec (Shanghai)
Sogotec (Shanghai)
Sogotec
Jentec
3
3
3
3
Sales revenue
Accounts receivable - related parties
Sales revenue
Sales revenue
16,660
18,560
12,663
12,114
The same as common term of trade
The same as common term of trade
The same as common term of trade
The same as common term of trade
-
-
-
-
5 Giben SAMOA Monforts
Giben America
Monforts
3
1
3
Sales revenue
Sales revenue
Accounts receivable - related parties
12,042
12,633
11,405
The same as common term of trade
The same as common term of trade
The same as common term of trade
-
-
-
  • Note: 1. Parent to subsidiary.

  • Subsidiary to parent.

  • Between subsidiaries.

  • 249 -

TABLE 8

ANDERSON INDUSTRIAL CORPORATION AND SUBSIDIARIES

INFORMATION ON INVESTEES FOR THE YEAR ENDED DECEMBER 31, 2016

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

Investor Company Investee Company Location Main Businesses and Products Original Investment Amount Original Investment Amount **As of ** December 31, 2016 December 31, 2016 Net Income
(Loss) of the
Investee
Share of
Profits (Loss)
Note
December 31,
2016
December 31,
2015
Shares % Carrying
Amount
The Corporation
Sen-de Corporation
Giben SAMOA
Giben BVI
Anderson Europe GmbH
Anderson Industrial
Anderson Europe GmbH
Anderson America
Sen-de Corporation
Giben BVI
Giben SAMOA
Digital Photonics Corporation
Anderson Merchandise Corporation
Sogotec
Sogotec
Willis Ltd.
Giben America, Inc.
Giben Brasil
Giben Brasil
Monforts GmbH
Hong Kong
Germany
USA
Taiwan
British Virgin Islands
SAMOA
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
USA
Brazil
Brazil
Germany
Importing, exporting and general investing activities
Sale of machinery and wood panels
Sale of machinery and wood panels
Importing and Exporting
Investment
Investment
Optical equipment
Sale of machinery and wood panels
Manufacture and sales of machinery
Manufacture and sales of machinery
Importing and Exporting
Manufacture and sales of machinery
Manufacture and sales of machinery
Manufacture and sales of machinery
Manufacture and sales of machinery
$ 1,014
223,476
165,197
220,000
361,517
146,642
-
50,000
190,709
171,961
10,000
145,329
1,014
361,213
125,006
$ 1,014
174,993
165,197
220,000
361,517
146,642
34,950
50,000
190,709
171,961
5,000
145,329
1,014
361,213
76,523
300
-
(Note 1)
1
22,000
10
10
-
5,000
10,595
4,292
-
(Note 1)
-
(Note 1)
-
(Note 1)
-
(Note 1)
-
(Note 1)
100.00
100.00
100.00
100.00
100.00
100.00
-
100.00
70.63
28.62
50.00
100.00
0.28
99.72
100.00
$ 33,575
157,072
17,849
201,990
284,624
189,145
-
96,998
133,556
72,819
8,727
140,023
798
284,320
124,210
$ 371
48,494
11,572
(904)
(26,296)
51,446
-
15,967
13,367
13,367
(2,215)
25,721
(21,672)
(21,672)
41,677
$ 371

48,494
11,572

(904)

(26,296)
51,446
-
15,967

9,441
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Note 2
Subsidiary
Subsidiary
Subsidiary
Sub-subsidiary
Sub-subsidiary
Sub-subsidiary
Sub-subsidiary
Sub-subsidiary

Note 1: Limited company structure.

Note 2: Liquidated.

Note 3: Eliminated in the consolidated financial statements.

  • 250 -

TABLE 9

ANDERSON INDUSTRIAL CORPORATION AND SUBSIDIARIES

INFORMATION ON INVESTMENTS IN MAINLAND CHINA FOR THE YEAR ENDED DECEMBER 31, 2016

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

Investee Company Main Businesses and Products Main Businesses and Products Paid-in Capital Paid-in Capital Method of
Investment
(Note 1)
Accumulated
Outward
Remittance for
Investment from
Taiwan as of
January 1, 2016
Investment Flows Investment Flows Accumulated
Outward
Remittance for
Investment from
Taiwan as of
December 31,
2016
Net Income
(Loss) of the
Investee
% Ownership
of Direct or
Indirect
Investment

Investment
Gain (Loss)
(Note 2)
Carrying
Amount as of
December 31,
2016
Accumulated
Repatriation of
Investment
Income as of
December 31,
2016
Note
Outflow Inflow
CNT
Jentec
Chengdu ZhongDe
Sogotec (Shanghai)
Manufacture of woodworking
machinery
Manufacture of machinery
Manufacture of machinery
Sale of machinery
$ 264,167
70,640
40,264
26,487
a
a
b
c
$ 264,167
70,640
-
-
$ -
-
-
26,487
$ -
-
-
-
$ 264,167
70,640
-
26,487
$ 27,281
(22,634)
(1,769)
(2,476)
100.00
100.00
67.00
100.00
$ 27,281
(22,634)
(1,185)
(2,476)
$ 397,394
77,112
21,876
21,614
$ -
-
-
-
Note 2
Note 2
Note 2
Note 2
Accumulated Outward Remittance for
Investment in Mainland China as of
December 31, 2016
Investment Amounts Authorized by
Investment Commission, MOEA
Upper Limit on the Amount of
Investment Stipulated by Investment
Commission, MOEA
$ 361,294 $ 361,294 $ -
(Note 3)
  • Note 1: The methods of investment are as follows:

  • a. Direct investment in mainland China.

  • b. Indirect investment in mainland China through CNT. CNT has obtained 67% contribution for $26,977 thousand (RMB5,360 thousand). c. Sogotec has obtained 100% contribution for $26,487 thousand (US$800 thousand).

Note 2: The amount was calculated based on the audited financial statements.

Note 3: In accordance with “Examination Principles for Licensing Investment or Technical Cooperation in Mainland China” (revised by the MOEA on August 29, 2008), the Corporation has acquired certificate of operating scope, therefore the upper limit dose not have to be calculated.

Note 4: Eliminated in the consolidated financial statements.

  • 251 -

  • VI. Insolvency in the Company and its subsidiaries in the most recent year to the date this report was printed, and the effect on the financial position of the Company: no

-252-

SEVEN. Review and analysis of financial position and performance and related risks

I. Financial Position

Main cause of the significant change in assets, liabilities and equity in the last 2 years and the effect. Specify the plan for corrective action in the future if the effect is critical.

Unit: NTD1,000

Unit: NTD1,000 Unit: NTD1,000
Year
Item
2016 2015 Difference
Amount %
Current assets 3,460,963 3,336,894 124,069 3.72%
Property, Plant, and
Equipment
1,017,650 959,280 58,370 6.08%
Intangible assets 145,008 157,583 (12,575) -7.98%
Other assets 180,184 202,864 (22,680) -11.18%
Total assets 4,803,805 4,656,621 147,184 3.16%
Current liabilities 1,907,631 2,019,864 (112,233) -5.56%
Non-current liabilities 575,341 353,756 221,585 62.64%
Total liabilities 2,482,972 2,373,620 109,352 4.61%
Shareholders’ equity
attributable to parent
company
2,297,840 2,261,455 36,385 1.61%
Capital stock 1,800,000 1,800,000 - -
Additional paid-in
capital
319,573 337,206 (17,633) -5.23%
Retained earnings 263,863 165,853 98,010 59.09%
Other equity (50,624) (11,541) (39,083) 338.64%
Treasury shares (34,972) (30,063) (4,909) 16.33%
Uncontrolled equity 22,993 21,546 1,447 6.72%
Total equity 2,320,833 2,283,001 37,832 1.66%
Notes to changes in the ratios: (ratios changed by more than 20% and amount changed by more than
NTD10 million)
1. Non-current liabilities: caused by raising long-term loans.
2. Retained earnings: caused by corporate earnings in 2016.
3. Other equity: caused by exchange loss recognized in the financial statements of foreign operations.

Notes to changes in the ratios: (ratios changed by more than 20% and amount changed by more than NTD10 million)

  1. Non-current liabilities: caused by raising long-term loans.

  2. Retained earnings: caused by corporate earnings in 2016.

  3. Other equity: caused by exchange loss recognized in the financial statements of foreign operations.

-253-

II. Financial Performance

  • (1) Main cause of the significant changes in revenue, operating income and earnings before taxation in the last 2 years and projected sale volume and the basis of projection, possible influence on the financial position and operation of the Company, and the response.

Unit: NTD1,000

Unit: NTD1,000
Item 2016 2015 Change in
amount
Change in
proportion
(%)
Revenues 3,697,479 3,136,687 560,792 17.88%
Gross profits 1,234,498 907,131 327,367 36.09%
Operating income 146,488 (66,943) 213,431 -318.82%
Non-operating
income and
expenses
(6,441) 23,805 (30,246) -127.06%
Earnings before
taxes
140,047 (43,138) 183,185 -424.65%
Earnings of
continued
operations in
currentperiod
97,025 (42,090) 139,115 -330.52%
Loss of
discontinued
operations
- - - -
Earnings (loss) in
currentperiod
97,025 (42,090) 139,115 -330.52%
Other
comprehensive
incomes in current
period(earnings)
(40,850) (51,440) 10,590 -20.59%
Total
comprehensive
income in current
period
56,175 (93,530) 149,705 -160.06%
Shareholders’
equity attributable
toparent company
98,616 (41,201) 139,817 -339.35%
Net profits
attributable to
uncontrolled equity
(1,591) (889) (702) 78.97%
Total
comprehensive
incomes
attributable to
shareholders of
parent company
58,927 (92,541) 151,468 -163.68%
Total (2,752) (989) (1,763) 178.26%

-254-

comprehensive
incomes
attributable to
shareholders of
parent company
Earnings per share 0.56 (0.24) 0.80 -333.33%
Notes to changes in the ratios: (ratios changed by more than 20% and amount changed by more than NTD10
million.)
1. Gross profit and operating income: the increase in both gross profit and operating income in 2016 was
caused by an improvement of sale performance in 2016.
2. Non-operating incomes and expenses: caused by the exchange loss in 2016.
3.Earnings before taxation and earnings of continued operations and earnings in current period: the
improvement of sale performance in 2016 contributed to the increase of gross profit and operating
income, which inturn improved earnings before taxation and earnings of continued operations in
current period.
4. Other comprehensive incomes in current period: caused by the decrease in the reassement value of
defined benefit plan of 2016.
5.Total comprehensive income in current period: caused by the increase of earnings in 2016,which in
turn helped toimprove the total comprehensive income in current period.
6. Earningsand comprehensive incomes attributable to the shareholders of the parent company:
caused by the increase of earnings and total comprehensive incomes in2016.
7.Earningspershare: caused bythe increase of earnings in 2016.
  1. Total comprehensive income in current period: caused by the increase of earnings in 2016, which in turn helped to improve the total comprehensive income in current period. 6. Earnings and comprehensive incomes attributable to the shareholders of the parent company: caused by the increase of earnings and total comprehensive incomes in 2016. 7. Earnings per share: caused by the increase of earnings in 2016.

-255-

  • (II) The projection of sale volume in the year ahead and the basis of projection, and the major factors contributed to the sustainable growth of sale volume or decline of sale volume:

  • (1) Projection of sale volume in the year ahead:

    1. In 2016, 627 units of CNC precision centers were sold. It is expected that 724 units will be sold in

      • 2017 at a growth rate of 15%.
    2. In 2016, 30 units of inkjet printers were sold. It is expected that 88 units will be sold in 2017 at a growth rate of 193%.

    3. In 2016, 226 units of electronic machinery were sold. It is expected that 310 units will be sold in 2017 at a growth rate of 37%.

  • (2) Major factors contributed to sustainable growth or decline:

    1. Improvement of current models for upgrading quality.

    2. 2.Training of international marketing personnel and technical service team to expand channels in the emerging markets.

    3. Search for strategic partners to broaden vertical and horizontal integration of products.

    4. Increase the proportion of self-manufactured parts and components to reduce cost and upgrade product quality for stronger competitive power.

    5. Development of new market for boosting sale

III. Cash Flow

(I)Analysis of liquidity in the last 2 years

Year
Item

2016
2015 Change in ratio %
Cash flow ratio (4) 20 (120%)
Cash flow adequacy ratio 193 86 124%
Cash reinvestment ratio (3) 13 (123%)

Notes to change in ratios:

The cash flow ratio and cash reinvestment ratio declined mainly because of the net cash outflow from operation in 2016. The rise of the cash adequacy ratio was the result of the increase of net cash flow from operation in the last 5 years.

(II) Analysis of liquidity in the year ahead

Beginning
balance of
cash(1)
Net cash flow
from operation
in current
period (2)
Cash inflow
in current
period (3)
Amount of
cash surplus
(short)/(1) +
(2) – (3)
Remedy for expected cash
inadequacy
Remedy for expected cash
inadequacy
Investment
plan
Wealth
management
plan
536,998 181,300 47,668 584,666 - -

Analysis of changes in cash flows:

  1. Operations: mainly from earnings in current period.

  2. 2.Investments: mainly from acquisition of fixed assets and equity investment.

3.Financing: mainly from payment of cash dividends.

  • 4.Remedy for cash inadequacy and analysis of liquidity: not applicable.

IV. Significant capital spending in the most recent year and its effect on financial position and operation: no

-256-

  • V. Direct investment policy in the most recent year and main cause of profit or loss from investments, the plan for corrective action, and investment plan for the year ahead:

2016.12.31 ; Unit: NTD1,000

Direct Investments Income
(loss) in
2016
Policy Main
reason
for
profit or loss

Plan for
corrective action

Investment
plan in the
year ahead
Zhong Deh Industrial
Co.,Ltd.
27,281 Production and Sale
in Mainland China
Normal No No
Anderson USA 11,572 Sale in the USA Normal No No
Anderson Germany 48,494 Production, sale and
holding companies in
Europe
Normal No No
Anderson HongKong 371 Financial operation Normal No No
Sheng Deh Investment (904) Holding companies Recognition of loss
in the investees

No
No
Yu De Industrial
Co.,Ltd.
15,967 Board materials trade Normal No No
SOGOTEC 13,367 Production and sale
of drillingmachines
Normal No No
SOGOTEC Shanghai (2,476) Production and sale
of drilling machines
Newly
established
company and is at
the initial stage of
operation.



Intensify the
development of
new customers
No
You Deh Machinery (22,634) Production and sale
in Mainland China
Decline
of
sales
performance

Intensify the
development of
new customers

No
Chengdu Zhongde (1,769) Production and sale
in Mainland China
Newly
established
company and is at
the initial stage of
operation.



Intensify the
development of
new customers
No
Willis (2,215) Import and export
trade
Newly
established
company and is at
the initial stage of
operation.



Intensify the
development of
new customers
No
Giben Holdings Co.
Ltd(SAMOA)
51,446 Holding company Normal No No
Giben Holdings Co.
Ltd(BVI)
(26,296) Holding company Recognition of loss
in the investee

No
No
Giben America,Inc. 25,721 Sale in the USA Normal No No
Giben do Brasil
Maquinas e
Equipamentos Ltda
(21,672) Production and sale
in Brazil
In stagnancy due to
the
political
influence of Brazil
in
economic
development.




Intensify the
development of
new customers
No
A. Monforts
Werkzeugmaschinen
GmbH & Co. KG
41,677 Production and sale
in Europe
Normal No No

-257-

VI. Assessment and analysis of risks

Analysis and assessment of the following in the most recent year to the date this report was printed.

  • (I) The effect of changes in interest rate and exchange rate, and inflation on the income status of the Company and responses:

  • The net interest expense and net loss from foreign exchange of the Company in 2016 amounted to NTD28,456 thousand and NTD42,717 thousand, and accounted for 0.77% and 1.16% of the revenue, respectively. Exchange rate fluctuated widely in 2017. The Company planned to engage in exchange rate hedge to reduce the influence of exchange rate fluctuation, which made the influence of exchange rate fluctuation on the Company insignificant.

  • The Company evaluates the interest rate for loans from banks at regular intervals, and has maintained close liaison with banks so as to get preferential rate for loans, which helped to cut down the cost of interest. A policy of foreign exchange operation has been in place, which specifies the principle of squaring up the position under foreign exchange rate fluctuation and close attention to any change in the exchange rate. Strict operation procedure is also in place to keep abreast of the latest exchange rate so reduce exchange risk and hence the influence on the profit position of the Company.

  • There was no inflation in 2016 that affected the Company.

  • (II) The policies of high risk and high leverage investments, loaning to third parties, endorsement/guarantee, and derivative trade, the main reason for profit or loss, and the responses in the future:

esponses in the future:
Item Policy Main reason for profit or
loss
Responses in
the future
High risk investments Prohibited No No
High leverage
investments
Prohibited No No
Loaning of funds to
thirdparties
As required by
regulations
No No
Endorsement/guarantee As required by
regulations
No No
Derivative Trade Hedge trade is
the principle of
trading
Assessment of market
risk to hedge off
exchange risks
No

(III) R&D budget and plans in the future:

R&D items Description
R&D plans  Development of shuttle light duty
processing machine
 Development of PTP3012 drilling machine
 Development of G448 machine
 Development of SpectraPlus Core Winder
 Development of multiple-layer aluminum
cutters

-258-

 KS4600 edge banding technology transfer
 Development of HSK63FDC principal axis
 Development of HSK40EDC principal axis
 Development of HSK50EAC principal axis
 Development of the new version of
SoCJettingmain board
R&D expenses for further
investments
72,993
Estimated time for mass
production
1 year
The influence from successful
research and development
 The persistence of the R&D staff
 The support of company policy
 No significant changes in market needs.
  • (IV) The effects of the changes in major policies and laws in foreign countries on the financial position and operations of the Company and the responses: no

  • (V) The effects of the changes in technology and industry on the financial position and operations of the Company and the responses: no

  • (VI) The effects of the changes in corporate image on the financial position and operations of the Company and the responses: no

  • (VII) The expected results and possible risks deriving from merger and acquisition and responses:

    • Expected expansion in the product portfolio of machinery for wood board processing and production of machinery for solid wood processing and marketing locations. Possible risks could be the failure to accomplish the desired results and will make additional efforts in the management of the subsidiaries to achieve the desired goals.
  • (VIII) Expected results, possible risks of capacity expansion and the responses: no

  • (IX) The risks deriving from concentration of purchase and sale, and the responses:

    • As disclosed in the section of Operating Highlights in this report, there is no excessive concentration in purchase and sale of the Company.
  • (X) The effects of and the risks deriving from the massive transfer of equity shares by or the replacement of Directors, Supervisors or major shareholders holding more than 10% of the outstanding shares of the Company: no

  • (XI) The effects of and the risks deriving from the changes in the management on the Company and responses: no

  • (XII) Law suits and non-contentious matters

  • Major law suits, non-contentious cases or administrative action of the Company already trailed by the court or are still under legal proceedings and the results may cause a significant influence on the shareholders’ equity or stock price of the Company: no

  • Major law suits, non-contentious cases or administrative action of the Directors, Supervisors, General Managers, the person in charge, and shareholders holding more than 10% of the outstanding shares of the Company already trialed by court or are still under legal proceedings:

-259-

Public prosecution has been instituted against Director Steve Sheng by the Public Procurator’s Office of Miaoli District Court of Taiwan on charges of violation of the Securities and Exchange Act and the Criminal Code. He was acquitted from the charges in the ruling of the court on June 24 2014. A second trial from an appeal of the prosecutors was held in Taiwan High Court on December 15 2015 and was overruled. The public prosecutors have already appealed to the Supreme Court for a third trial pending the final ruling of the court. Director Steve Sheng mentioned that he did not violate the Securities and Exchange Act and the Criminal Code. This case is a personal matter and is unrelated to the financial position and operations of the Company. There is no significant influence on the shareholders’ equity or stock price of the Company.

(XIII) Other major risks and responses: no

VII. Other information: no

-260-

EIGHT. Special Notes

I. Profiles of the Affiliates

Report on operation of affiliates

1. Organizational Chart of affiliates (March 31 2017)

==> picture [483 x 157] intentionally omitted <==

2. Basic information on the affiliates

Name of affiliated
enterprise
Date of
incorporation
Address Paid-in capital Principal business or
products
Anderson Industrial
(Hong Kong) Ltd.
1993.5.5 2ndFloor, Caltex House
258, Hennessy Road,
HongKong
HKD
300,000
Trading of precision
machinery and
peripheralproducts
Anderson Europe GmbH 1993.10.5 Am Oberen Feld 5
32758 Detmold
Germany
EUR
2,525,000
Trading of precision
machinery and
peripheralproducts
Anderson America
Corporation
1994.10.1 10710 Southern Loop
Blvd.
Charlotte, NC 28134
U.S.A
USD
4,800,000
Trading of precision
machinery and
peripheral products
Zhongde Industrial
(Shanghai) Co., Ltd.
1997.3.20 No. 648, Fangta North
Road, Songjiang
District, Shanghai
USD
8,000,000
Manufacturing and
trading of precision
machinery and
peripheralproducts
Youde Machinery
(Shanghai)Co., Ltd.
1997.9.21 No. 328, Dongjing
Road, Songjiang
Industrial Park,
Songjiang,Shanghai
USD
2,425,000
Manufacturing and
trading of precision
machinery and
peripheralproducts
Sheng Deh Investment
Co., Ltd.
2006.11.16 6F, No. 88, Zhongshan
North Road Section VI,
Shilin District,Taipei
NTD220,000,000 General investment
Yu De Industrial Co., Ltd. 2013.5.31 5F, No. 88, Zhongshan
North Road Section VI,
Shilin District,Taipei
NTD50,000,000 Wholesaling and
Retailing of board
materials
SOGOTEC (Shanghai)
Co.,Ltd.
2016.1.1 No. 648, Fangta North
Road,Songjiang
CNY5,192,000 Manufacturing and
tradingof electronic

-261-

Name of affiliated
enterprise
Date of
incorporation
Address Paid-in capital Principal business or
products
District, Shanghai machinery and
peripheralproducts
SOGOTEC 1990.10.6 No. 33, Jing Er Road,
Taichung Export
Processing Zone,
Caonanli, Wuqi
District,Taichung
NTD150,000,000 Manufacturing and
trading of electronic
machinery and
peripheral products
Giben Holdings Co. Ltd
(SAMOA)
2014.4.25 Chambers, P.O. Box
3269,Apia,Samoa
USD10,000 General Investment
Giben Holdings Co. Ltd
(BVI)
2014.4.25 Palm Grove House,P.O.
BOX 438,Road Town,
Tortola,BVI

USD10,000
General Investment
Giben America, Inc 1992.4.1 3715 Northside
Parkway, suite 350 100
Northcreek ATLANTA
GA 30327
USD100 Trading of precision
machinery and
peripheral products.
Giben do Brasil Maquinas
e Equipamentos Ltda
1995.10.11 RUA PAUL
GARFUNKEL, 135
CIDADE
INDUSTRIAL CEP
81460-040 CURITIBA
PR
BRL4,658,296 Manufacturing and
trading of precision
machinery and
peripheral products
A. Monforts
Werkzeugmaschinen
GmbH & Co. KG
2015.8.1 Schwalmstrase 301
41238
Monchengladbach
EUR2,455,000 Processing of metal
processing machine
and metalparts
Chengdu Zhongde CNC
machinery Co., Ltd.
2015.01.27 No. 384, 1F, Building
No. 1, Xiling Blvd,
Jinyuan Township,
Dayi County, Chengdu,
Sichuan.
CNY8,000,000 Manufacturing and
trading of precision
machinery and
peripheral products
Willis Co., Ltd. 2015.10.14 4F, No. 88, Zhongshan
North Road Section VI,
Shilin District,Taipei
NTD 10,000,000 Import and export trade
MATEC GmbH 2017.3.1 Wilhelm-Maier-Straße
3, 73257 Köngen
EUR2,800,000 Processing of metal
processing machine
and metalparts

Exchange Rate with NTD on the statement date: CNY at 4.617; EUR at 33.90; USD at 32.25; BRL at 9.9612

  1. With control and in dominant position as defined by the Company Act; No

  2. Industries of the affiliates and the association among the affiliates

Industry Name of affiliate Association with other affiliates in operation

-262-

Industry Name of affiliate Association with other affiliates in operation
Machine
manufacturing
Anderson Group
(Anderson)
Manufacturing and trading of precision
machinery, electronic machinery and
peripheral products, trading of board
materials,and others.
Zhongde Industrial
(Shanghai) Co., Ltd.
Manufacturing and trading of precision
machinery and electronic machinery and
equipment
Youde Machinery
(Shanghai)Co.,Ltd.
Manufacturing and trading of precision
machinery
Digital Photonics Manufacturing and trading of optical
instruments
SOGOTEC Manufacturing and sale of electronic
machinery
A. Monforts
Werkzeugmaschinen
GmbH & Co. KG
Processing of metal processing machine and
metal parts
MATECGmbH Processing of metal processing machine and
metalparts
Giben do Brasil
Maquinas e
Equipamentos Ltda
Manufacturing and trading of precision
machinery
Chengdu Zhongde Co.,
Ltd.
Manufacturing and trading of precision
machinery.
International trade Anderson Industrial
(HongKong)Limited
Selling of precision machinery and electronic
machineryfor Anderson Group
Anderson Europe GmbH Selling of precision machinery for Anderson
Group, purchase of machinery, parts and
components, and board materials for
Anderson Group.
Yu Deh Industrial Co.,
Ltd.
Wholesaling and Retailing of board materials
Anderson USA Selling precision machinery for Anderson
Group
Giben America,Inc Selling precision machineryfor Giben do

-263-

Industry Name of affiliate Association with other affiliates in operation
Brasil Maquinas e Equipamentos Ltda
SOTOTEC (Shanghai)
Co.,Ltd.
Sale of Electronic Machinery
Willis Co.,Ltd. Import and Export Trade
General Investment Sheng Deh Investment
Co.,Ltd.
An investee of Anderson Group
Giben Holdings Co. Ltd
(SAMOA)
An investee of Anderson Group
Giben Holdings Co. Ltd
(BVI)
An investee of Anderson Group

-264-

5. Profiles of the Directors, Supervisors, and mangers of the affiliates

Base day:April 21 2017

Base day:April 21 2017 Base day:April 21 2017
Name of
enterprise
Title Name or representative Quantity of shareholding

Quantity (1,000
shares)
Proportion of
shareholdings
%
Anderson Group Chairman Johnny Liao 2,000 1.11%
Director Steve Sheng 451 0.25%
Director Lee Chang-Feng 6 0.00%
Director Hsu Shan-Ko 0 0.00%
Director Yun Yung Investment
Co., Ltd.
20,000 11.11%
Director Ko Chang-Chu 10 0.01%
Director Wang Chan-Hsiung 0 0.00%
Supervisor Chu Yung-Ta 786 0.44%
Supervisor Lee Huei-Chin 565 0.31%
General Manager
and
Representative of
Yun Yung
Investment, an
Institutional
Director
Simon Lin 794 0.44%
Anderson
Industrial (Hong
Kong) Limited
Director Simon Lin (Note 1) 300 100.00%
Director Steve Sheng (Note 1) 300 100.00%
Anderson
Europe GmbH
Director Daphne Huang (Note 1) Limited liability
company in
organization, not
applicable.
100.00%
Director and
General Manager
Simon Lin (Note 1) Limited liability
company in
organization, not
applicable.
100.00%
Anderson
America
Corporation
Director Simon Lin (Note 1) 1 100.00%
General Manager David Steranko 0 0.00%
Zhongde
Industrial
(Shanghai) Co.,
Ltd.
Chairman Simon Lin (Note 1) Limited liability
company in
organization, not
applicable.
100.00%
Director Speed Lin (Note 1) Limited liability
company in
organization, not
applicable.
100.00%

-265-

Name of
enterprise
Title Name or representative Quantity of shareholding Quantity of shareholding

Quantity (1,000
shares)
Proportion of
shareholdings
%
Director Daphne Huang (Note 1) Limited liability
company in
organization, not
applicable.
100.00%
General Manager Speed Lin (Note 1) Limited liability
companyin
organization, not
applicable.
100.00%
Supervisor Chu Yung-Ta (Note 1) Limited liability
company in
organization, not
applicable.
100.00%
Youde
Machinery
(Shanghai)Co.,
Ltd.
Chairman Simon Lin (Note 1) Limited liability
company in
organization, not
applicable.
100.00%
Director Speed Lin (Note 1) Limited liability
company in
organization, not
applicable.
100.00%
Director Daphne Huang (Note 1) Limited liability
company in
organization, not
applicable.
100.00%
General Manager Speed Lin (Note 1) Limited liability
company in
organization, not
applicable.
100.00%
Supervisor Chu Yung-Ta (Note 1) Limited liability
company in
organization, not
applicable.
100.00%
Sheng Deh
Investment Co.,
Ltd.
Chairman Johnny Liao (Note 1) 22,000 100.00%
Director Wu Hsiu-Pi (Note 1) 22,000 100.00%
Director Daphne Huang (Note 1)
22,000
100.00%
Supervisor Chu Yung-Ta (Note 1) 22,000 100.00%
Yu Deh
Industrial Co.,
Ltd.
Chairman Johnny Liao (Note 1) 50,000 100.00%
Director Yang Chien-Ching (Note
1)

50,000
100.00%
Director Simon Lin (Note 1) 50,000 100.00%

-266-

Name of
enterprise
Title Name or representative Quantity of shareholding Quantity of shareholding

Quantity (1,000
shares)
Proportion of
shareholdings
%
Supervisor Daphne Huang (Note 1)
50,000
100.00%
SOGOTEC
(Note 3)
Chairman Johnny Liao (Note 2) 14,887 99.25%
Director Daphne Huang (Note 2) 14,887 99.25%
Director and
General Manager
Hou Chien-Fu (Note 2) 14,887 99.25%
Director Tommy Lee (Note 2) 14,887 99.25%
Director
Simon Lin (Note 2) 14,887 99.25%
Supervisor
Chu Yung-Ta 0 0.00%
Supervisor
Lee Huei-Chin 0 0.00%
Giben Holdings
Co. Ltd
(SAMOA)
Director Johnny Liao Limited liability
company in
organization, not
applicable.
0.00%
Giben Holdings
Co. Ltd (BVI)
Director Johnny Liao Limited liability
company in
organization, not
applicable.
0.00%
Giben America,
Inc
Director Simon Lin (Note 4) Limited liability
company in
organization, not
applicable.
100%
Director Tommy Lee (Note 4) Limited liability
company in
organization, not
applicable.
100%
Director Daphne Huang (Note 4) Limited liability
company in
organization, not
applicable.
100%
Chengdu
Zhongde CNC
machinery Co.,
Ltd.
Deputy Agent and
Executive Director

Cheng Hsiang-Tsai
Limited liability
company in
organization, not
applicable.
33.00%
General Manager Wu Po Limited liability
company in
organization, not
applicable.
33.00%
Supervisor Wang Su-Rong Limited liability
companyin
33.00%

-267-

Name of
enterprise
Title Name or representative Quantity of shareholding Quantity of shareholding

Quantity (1,000
shares)
Proportion of
shareholdings
%
organization, not
applicable.
Willis Co., Ltd. Chairman Johnny Liao (Note 2) Limited liability
company in
organization, not
applicable.
50.00%
Director Hsu Chao-Ching Limited liability
company in
organization, not
applicable.
50.00%
Monforts GmbH Director Heiko König(Note 5) Limited liability
company in
organization, not
applicable.
100%
Director Simon Lin (Note 5) 100%
Director Tommy Lee (Note 5) 100%
Matec GmbH Director Raymond Ward (Note 5) Limited liability
company in
organization, not
applicable
100%
  • (Note 1): The representative of Anderson Group

  • (Note 2): The representative of Sheng Deh Investment

(Note 3): SOGOTEC was incorporated on January 9 2015, and changed its corporate title as SOGOTEC Precision after registration for change.)

(Note 4): The representative of Giben Holdings Co. Ltd (SAMOA)

(Note 5): The representative of Anderson Europe GmbH

-268-

6. The operation outlook of the affiliates

Unit: NTD1,000; December 31 2016

Name of
enterprise
Capital Total
assets
Total
liabilities
Net worth Revenue Operating
income
Earnings in
current
period
Earnings per
share (NTD)
Anderson
Industrial (Hong
Kong) Limited
1,014
33,670

95

33,575

0

0

371
Not applicable
Anderson Europe
GmbH
223,476 181,229
24,037

157,192

103,386

(678)

48,494
Not applicable
Anderson
America
Corporation
165,197 215,517
196,886

18,631

419,143

11,496

11,572
Not applicable
Zhongde
Industrial
Shanghai Co.,
Ltd.
264,167 516,278
110,974

405,304

442,447

11,794

27,281
Not applicable
SOGOTEC
Shanghai
26,487 191,684
170,070

21,614

176,111

(3,276)

(2,476)
Not applicable
Sheng Deh
Investment Co.,
Ltd.
220,000 202,890
910

201,980

4,424

(3,891)

(904)

-0.04
You Deh
Machinery
(Shanghai) Co.,
Ltd.
70,640
97,465

22,521

74,944

42,002

(21,477)

(22,634)
Not applicable
Yu Deh Industrial
Co., Ltd.

50,000
393,452
296,451

97,001

700,923

26,616

15,967

3.19
SOGOTEC Co.,
Ltd.
150,000 784,603
528,651

255,952

647,798

35,623

13,367

0.89
Chengdu
Zhongde CNC
Machinery Co.,
Ltd.
40,264
36,428

3,543

32,885

12,620

(1,889)

(1,769)
Not applicable
Willis Co., Ltd. 20,000
24,142

6,687

17,455

11,457

(2,106)

(2,215)
Not applicable
Giben Holdings
Co. Ltd
(SAMOA)
146,642 189,364
218

189,146

45,703

31,254

51,446
Not applicable
Giben Holdings
Co. Ltd (BVI)
361,517 284,624
0

284,624

0

(4,685)

(26,296)
Not applicable
Giben America,
Inc
145,329 239,086
99,064

140,022

315,553

25,450

25,721
Not applicable
Giben do Brasil
Maquinas e
Equipamentos
Ltda
362,227 178,103
82,171

95,932

114,047

(36,062)

(21,672)
Not applicable
A. Monforts
Werkzeugmaschi
nen GmbH & Co.
KG
125,006 475,687
351,478

124,209

400,356

49,067

41,677
Not applicable

-269-

(II) Consolidated Financial Statements of Affillaites

Declaration

According to the “Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises”, the affiliates for inclusion in the compilation of consolidated financial statements of the Company covering fiscal period of 2016 (January 1 2016 to December 31 2016) and the companies for inclusion in the compilation of financial statements of the parent and subsidiaries under IAS No. 27 recognized by the Financial Supervisory Commission are the same entities. In addition, disclosures of the affiliation between the aforementioned parent company and subsidiaries have been made in the consolidated financial statements of the Company and subsidiaries, which made it unnecessary to compile another consolidated financial statement among the affiliates.

Please be noted that

Name of company: Anderson Group

Deputy Agent: Johnny Liao

March 31 2017

(III)Affiliation Report: no

  • II. Private placement of securities in the most recent year to the date this report was printed: no

  • III. The holding or disposition of Company shares by subsidiaries in the most recent year to the date this report was printed: no

  • IV. Supplementary disclosures: no

NINE. Matters that affected shareholders’ equity or stock price at significant level

The occurrence of events specified in Article 36, Paragraph 3, Section 2 of the Securities and Exchange Act in the most recent year to the date this report was printed, and the effect on shareholders’ equity or stock price: no.

-270-