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CHROMA Annual Report 2016

Jul 20, 2017

52029_rns_2017-07-20_579da08a-9ae8-45da-a12b-41c439692e23.pdf

Annual Report

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  1. Spokesperson of Chroma ATE Inc.

Name: Paul Ying

  • Position: Deputy General Manager - Finance & Administration Center

TEL: (03)327-9999 ext. 2001

Email: [email protected]

Deputy spokesperson of Chroma ATE Inc.

Name: Jennifer Chieng Jui-ying

  • Position: Deputy department director

TEL: (03)327-9999 ext. 2701

Email: [email protected]

  1. Addresses and telephone numbers of company headquarters and subsidiaries:

  2. Company HQ address: No. 66, Huaya 1st Road, Guishan District, Taoyuan City 33383 TEL: (03)327-9999

Factory address: No. 68, Huaya 1st Road, Guishan District, Taoyuan City 33383

TEL: (03)327-9999

Hsinchu subsidiary address: 6F, No. 5, Keji Road, Hsinchu Science Park, Hsinchu City 30078

TEL: (03)563-5788

Kaohsiung subsidiary address: No. 1, Beineihuan East Road, Nanzi District, Kaohsiung City 81170

TEL: (07)365-6188

  1. Stock transfer agent

Name: Share administration agency, Taishin International Bank

Address: B1, No. 96, Section 1, Jianguo North Road, Taipei City 10499 Website: http://www.taishinbank.com.tw

TEL: (02)2504-8125

  1. Certified Public Accountant (CPA) for the most recent financial report

  2. Name: CPA I-wen, Wang and CPA Wen-chi, Kuo

Name of accounting firm: Deloitte & Touche

Address: 12F, 156 Min Sheng East Road, Sec. 3 Taipei, 10596, Taiwan

Website: http://www.deloitte.com.tw

TEL: (02)2545-9988

  1. Name of any overseas securities trading agency and search name in the said overseas securities trading agency: None

  2. Company website: http://www.chromaate.com

Critical financial indicators (consolidated )

Consolidated net operating revenues
Net income (attributable to the parent company)
Earnings per share (NT$)
Capital stock
Total assets
Total equity
Return on total assets
Return on total equity
2014
10,307
1,318
3.51
3,788
14,970
9,373
9.69
14.80
Unit: NT$ million
2015
2016
9,692
11,624
1,237
1,720
3.28
4.53
3,792
3,899
16,060
18,633
9,531
10,788
8.18
10.12
13.25
17.18

Consolidated operating revenues for the 5 most recent years

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15000
14000
13000
11644 11624
12000
11000 10171 [10307 ]
9692
10000
9000
8000
7000
6000
5000
4000
3000
2000
1000
0
2012 2013 2014 2015 2016
Unit: million NT$
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Net income for the 5 most recent Earnings per share for the 5 most
years recent years
5.5
1900
1800 1720 5.0 4.53
1700
1600 4.5
1500
1400 1318 4.0
1300 1205 1237 3.5 3.21 3.51 3.28
1200
11001000 945 3.0 2.46
900 2.5
800
2.0
700
600 1.5
500
400 1.0
300
200 0.5
100
0 0.0
2012 2013 2014 2015 2016 2012 2013 2014 2015 2016
Unit: million NT$ Unit: NT$
----- End of picture text -----

Table of Contents

I. Letter to Shareholders ...................................................................................................................... 1 II. Company Introduction 1. Date of Founding .................................................................................................................... 2 2. Company History .................................................................................................................... 2 III. Corporate Governance Report 1. Organization ............................................................................................................................ 4 2. Board of Directors, Supervisors, General Manager, Deputy General Managers, Assistant Managers, and Directors of various Departments and Subsidiary Agencies .............................................................................................................................. 6 3. Implementation of Corporate Governance ............................................................................ 16 4. Accounting expenses............................................................................................................. 38 5. Replacement of accountants.................................................................................................. 39 6. Company's chairperson, general manager, or any managerial officer in charge of finance or accounting matters who has, in the most recent year, held a position at the accounting firm of its CPA or at an affiliated enterprise ............................................ 39 7. Equity transfer or changes to equity pledge of directors, supervisors, managerial officers, or shareholders holding more than 10% of company shares in the most recent year to the publication date of this report ............................................................... 40 8. Relationship information, if among the 10 largest shareholders any one is a related party, or is the spouse or a relative within the second degree of kinship of another. ....... 41 9. Number of shares held and percentage of stake of investment in other companies by the company, the company’s director, supervisor, managerial officer, or an entity directly or indirectly controlled by the company .............................................................. 42 IV. Financing 1. Capital and shares ................................................................................................................. 43 2. Corporate bond ...................................................................................................................... 49 3. Preferred shares ..................................................................................................................... 50 4. Overseas depositary receipt .................................................................................................. 50 5. Employee stock warrant ........................................................................................................ 50 6. New restricted employee shares ............................................................................................ 52 7. Issuance of new shares in connection with the merger or acquisition of other companies .. 54 8. Implementation of capital application plan ........................................................................... 54 V. Operation summary 1. Business content .................................................................................................................... 56 2. Market, production, and sales ............................................................................................... 64 3. Information of employees for the 2 most recent years up to the date of the publication of this report ................................................................................................... 71 4. Disbursements for environmental protection ........................................................................ 71 5. Labor relations ...................................................................................................................... 71 6. Important contracts ............................................................................................................... 73

VI. Financial summary

  1. Condensed balance sheet and composite income sheet for the 5 most recent years ............. 74 2. Financial analysis for the 5 most recent fiscal years ............................................................. 79 3. Audit reports from supervisors of the financial report from the most recent year ................ 85 4. Financial report from the most recent year ........................................................................... 86 5. Company-only financial report audited and attested by a CPA from the most recent year .................................................................................................................................... 86 6. Financial condition of the company and affiliated businesses .............................................. 86

VII. Review, analysis, and risks of financial position and performance

  1. Financial condition ................................................................................................................ 87 2. Financial performance ........................................................................................................... 88 3. Cash flow .............................................................................................................................. 89 4. Material expenditures of the most recent year and impact to the company's finances and operations ................................................................................................................... 89 5. Policy on investment in other companies, main reasons for profit / losses resulting therefrom, improvement plan, and investment plans for the upcoming fiscal year .......... 89 6. Risk analysis and assessment of the most recent year up to the publication date of this report .......................................................................................................................... 91 7. Other important issues .......................................................................................................... 95 VIII . Special items to be included 1. Affiliated businesses ............................................................................................................. 96 2. Private placement of securities of the most recent year up to the publication date of this report ........................................................................................................................ 100 3. Holding or disposition of company shares of the most recent year up to the publication date of this report ......................................................................................... 100 4. Other items that must be included....................................................................................... 100 5. Any event that results in substantial impact upon the shareholders’ equity or prices of the company’s securities as prescribed by Article 36 paragraph 3 subparagraph 2 of the Securities and Exchange Act that have occurred in the most recent year up to the publication date of this report ......................................................................................... 100

I. Letter to Shareholders

Business results

The global economy made steady improvements in 2016. Despite limited growth in the information and communication technology (ICT) industry, industries related to clean and green technologies continued to boom with the support of various national policies. Manufacturing industries also continued to expand capital expenditure in relevant sectors, resulting in sizable growths of Chroma’s profits. Last year’s revenue amounted to NT$ 7.233 billion while group revenue amounted to NT$ 11.264 billion, providing a net income after taxes (NIAT) of NT$ 1.696 billion and an earning per share (EPS) of NT$ 4.53. This amounted to 59% growth in revenue, 20% growth in group revenue, and 42% increase in net income after taxes (NIAT) when compared to 2015.

Chroma’s revenue achieved a significant growth of 59% compared to last year, with Turnkey Solutions mostly relating to green energy such as lithium batteries and solar power achieving the greatest growth of 303%. After a series of mergers and consolidations two years ago, the semiconductor industry made a significant recovery with rapid developments in IoT and autonomous car technologies. This allowed a 59% growth in revenue for semiconductor test equipment. Demands for Clean Tech industries such as electric vehicles, lithium batteries, and high power supplies remain strong, allowing a stable growth of 18% for the sales of Chroma’s precision electronic measurement instruments and system products. The following lists other consolidated financial figures:

Analysis of financial income, expenditure, and profitability

Item 2016 2015
Financial structure(%) Liability to asset ratio 42.10 40.65
Proportion of long-term capital in
property, plant, and equipment (PP&E)
512.48 467.83
Debt-paying ability(%) Current ratio 237.39 309.47
Quick ratio 190.86 248.58
Profitability (%) Return on total assets 10.12 8.18
Return on total equity 17.18 13.25
Net profit 14.80 12.76

Business plan, development strategies, external competition and environment, legal environment, and general business environment

Forecasts predict steady growth for the global economy in 2017. Numerous innovative technologies such as AI, 3D Image Sensing, 5G communications, and other breakthrough applications and developments will bring rapid growth in the semiconductor, electric vehicle, and smart phone sectors. Demands for energy saving and carbon reduction solutions will also continue to support growth in Clean Tech related sectors. Major industrial nations are also stepping up developments in Industry 4.0 and Smart Manufacturing to get ready for global competition in the future. Chroma shall continue to monitor these trends and developments closely, enhance innovative technologies, and accelerate developments to fulfill the precise, reliable, and unique requirements for Test Solutions and Turnkey Solutions of the future market to achieve better revenues and profitability.

Finally, we would like to take this opportunity to express our gratitude for the long-term support and encouragement from all our shareholders. Best wishes and good health to you all.

Leo Huang, Chairman & CEO

  • 1 -

II. Company Introduction

1. Date founded: November 8, 1984

2. Company History:

November 1984 Company founded in Taipei City with a capital sum of NT$ 2 million.
First indigenously manufactured programmable video signal generator (65
MHz) formally released to the market.
November 1986 The world’s first automatic testing with simultaneous and parallel testing
architecture for switched-mode power supplies was released.
February 1993 Invested in the Chroma ATE Inc. subsidiary in the United States to set up a
US sales office.
December 1993 Formal opening and operations of the new Wugu plant.
February 1994 Invested in the Neworld Electronics Ltd. subsidiary in Hong Kong to set up
an office for expanding the Mainland Chinese market.
December 1994 Acquired ISO 9002 quality certification.
November 1995 Successfully passed the Chinese National Laboratory Accreditation
(CNLA).
December 1996 Enlisted in the stock market on December 21 for initial public offering in
Taiwan.
August 1997 Granted ISO 9001 quality certification.
December 1997 9107 Uninterruptible Power Supply (UPS) and 3203 memory testing
instrument won the 6th Taiwan Excellence Award.
April 1998 Granted the 6th Industrial Technology Development Outstanding
Performance Award from the Ministry of Economic Affairs (MOEA)
Invested in DynaScan Technology Corp.
July 1998 7100 color analysis instrument received the Outstanding Photonics Product
Award during the 2nd Photonics Festival in Taiwan.
September 1998 Invested in ADLINK Technology Inc.
December 1998 2225and 2235 series video pattern generator and 9105 UPS won the 7th
Taiwan Excellence Award.
May 1999 9105/9107 UPS won the Good Design Award.
June 1999 Acquired Hita Technology Co., Ltd.
September 1999 Chroma ATE Europe B.V. subsidiary established in the Netherlands to set
up a European sales office.
November 1999 Formal opening and operations of the new Linkou plant.
June 2000 First issuance of unsecured convertible corporate bonds in Taiwan worth
NT$ 1.5 billion.
August 2000 Invested in EVT Technology.
January 2001 Acquired ZentechTech Inc.
March 2003 Established the Hsinchu Science Park branch.
September 2003 Set up the global operation HQ in Taiwan.
March 2004 Donated a 360 degrees LED display to National Chiao Tung University, the
first of its kind in a Taiwanese university.
December 2004 20th anniversary and Linkou Operational HQ grand opening.
June 2005 Expiration and delisting of the 1st unsecured convertible corporate bonds
  • 2 -

issued in Taiwan.

  • Spun off Special Material Business Unit to form a new subsidiary Chroma

  • August 2006 New Material Corp.

  • September 2006 China Suzhou factory grand opening. January 2007 Invested in Wei Kuang Automatic Equipment (Nanjin) Co., Ltd., Mou Kuan Technologies (Nanjin) Co., Ltd., Sajet Technology Co., Ltd., and MAS Automation Corp.

  • February 2007 Invested and founded Wei Kuang Automatic Equipment (Xiamen) Co., Ltd. March 2007 Invested and founded Testar Electronics Corp. April 2007 Established MES Business Unit. March 2008 Simplified merger of subsidiary Silver Town Electronic Co., Ltd. May 2008 Invested and founded Chroma Japan Corp. March 2009 Granted ISO 9001:2008 certification. September 2009 Established Kaohsiung branch. September 2009 Invested in Chroma Systems Solutions, Inc. to expand sales offices in the US.

  • August 2010 Acquired many prestigious awards from FinanceAward as Taiwan’s best managed company, best corporate governance, and best medium-sized enterprise for the year.

  • October 2010 Granted ISO/TS 16949 certification. August 2011 Acquired Wise Life Technology Co., Ltd. January 2012 Acquired the tender for the industrial development zone (tender A) for Station A7 of the Airport MRT.

  • January 2012 High Precision LED Rapid 2D Light and Color Measurement Technology Development Project won the Excellent Industrial Contribution Award in the 2011 Technical Excellence Program of the MOEA.

  • November 2012 Simplified merger of subsidiary Novatest Electronics Co., Ltd. December 2012 Acquired the world’s first SAE J1772 certification from UL for automated communication protocol testing system.

  • February 2013 Granted the 1st Taiwan Mittelstand Award from the MOEA. February 2013 Invested in Adivic Technology Co. May 2014 Second issuance of unsecured convertible corporate bonds in Taiwan worth NT$ 2 billion.

  • January 2016 Invested in Quantel Private. Ltd. in Singapore to establish a sales office in Southeast Asia.

  • January 2017 Chroma Germany branch established. January 2017 Granted the Distinguished Enterprise Innovation Award, the highest honor available from the 5th National Industrial Innovation Award.

  • 3 -

III. Corporate Governance Report

1. Organization

  • (1) Organizational structure

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  • 4 -

(2) Responsibilities and functions of major departments

Department Responsibilities
CEO Office Set up the departments of Corporate Marketing, Legal Affairs, and
Safety and Health Center. Formulate company-wide administrative
and business objectives, implement communication and
coordination, product planning, new business development and
planning, patent management, contract review, environmental
protection,occupation safetyand health(OSH)management.
Internal Auditor Establish, update, and revise internal audit and control systems.
Review,revise,and audit internal control systems.
Semiconductor Test
Equipment BU
Responsible for the market planning, R&D, and sales of
semiconductor test equipment.
Test & Measurement BU Responsible for the R&D and sales of measurement instruments.
In charge of calibration services as well as operations of
calibration labs for measurement instruments.
Integrated System Solution
BU
Responsible for the R&D of automated mechatronic systems used
for measurement.
Responsible for the planning, R&D, sales of modular instruments
and system integration solutions.
Intelligent Manufacturing
System BU
Responsible for the R&D and sales of MES systems.
Corporate Manufacturing Responsible for the raw material purchasing and production for the
entire company, as well as planning and maintaining the product
qualitysystem.
Advanced Technology
Research Center
New technology planning, development, and supporting the
business units (BU) to comprehend the future development of new
industries.
Finance & Administration
Center
Include the departments of Financial, Accounting, Human
Resources, General Affairs, and Facilities.
Financial Department: Capital planning and utilization for the
entire company, assessing investment plans, and providing
support for certain operations.
Accounting Department: Establish and implement an accounting
system to handle various taxation and accounting affairs.
HR Department: Planning human resources, organizational
development, and training for the entire company.
General Affairs Department: Purchasing of routine equipment and
items as well as management of equipment and fixed assets for
the entire company.
Facilities Department: In charge of factory maintenance and
safety.
Operation Management
Center
Construct and manage the company's operations management
system. Establish the IT Department (including Information
System Development Section, IT System Management Section,
and Data Control Section) to carry out planning and safety controls
for IT equipment and application systems throughout the entire
company, and to issue and control management regulations and
rules.
  • 5 -

2. Board of Directors, Supervisors, General Manager, Deputy General Managers, Assistant Managers, and Directors of various Departments and Subsidiary Agencies

(1) Directors and supervisors

April 10,2017 April 10,2017 April 10,2017
Title Nationality or
place of
registration
Name Gender Elected
Date
Final date of
term
Date of first
election
Shares held when elected Shares currently held Shares held by spouse
or minor children
Number /
percentage of
shares held in
the name of
other persons
Major experience / academic background Positions currently assumed in this company or
other companies
Any managerial officer, director, or
supervisor who is a spouse or
relative within the second degree of
kinship
Number of
shares
Percentage
of shares
Number of
shares
Percentage
of shares
Number of
shares

Percentage
of shares
Title Name Relations
Chairperson
of the Board
Republic of
China
Leo Huang Male June 11, 2014 June 10, 2017 October 23, 1984 23,419,897
6.22%

23,419,897

5.78%
9,167,362
2.26%

0

Department of Engineering, National Chiao Tung
University
General Manager of this Corporation
Director, I-Sheng Electric Wire & Cable Co., Ltd.
Director, Leadtek Research Inc .
Director, DynaScan Technology Corp.
Refer to Page 98 to 99 for details on positions in
affiliated businesses

None
None None
Independent
Director
Republic of
China
Quincy Lin Male June 11, 2014 June 10, 2017 May 18, 2005 0
0

0

0

0

0

0

PhD, Business Administration, University of
Kentucky
Senior Deputy General Manager, Taiwan
Semiconductor Manufacturing Company
Director, Neo Solar PowerCorporation
Director, RafaelMicro
Director, General Energy Solutions
Independent director, Powertech Technology Inc.
Director, Neo Solar Power Corporation
None None None
Independent
Director
Republic of
China
Tsung-
Ming Chung
Male June 11, 2014 June 10, 2017 May 21, 2002 0
0

0

0

0

0

0

Masters of Business Administration, National
Chengchi University
CPA, Republic of China
Licensed accountant, State of Connecticut, USA
Accountant, Deloitte & Touche
Part-time instructor, Department of Accounting,
National Chengchi University
Applied accounting instructor, College of
Management, National TaiwanUniversity
Director, Dynapack Corp.
Independent director, Taiwan Mobile
Representative of corporate directors, Far Eastern
International Bank
Director, Unity Opto Technology Co., Ltd.
None None None
Director Republic of
China
Fer Mo Investment
Co., Ltd.
- June 11, 2014 June 10, 2017 May 18, 2005 1,250,505
0.33%

1,250,505

0.31%

0

0

0
- - None None None
Republic of
China
Representative:
Chung-ju Chang
Male 0
0

0

0

0

0

0

PhD, Department of Electrical Engineering,
National Taiwan University
Director Research, Office of Research and
Development, National Chiao Tung University
Dean and Director of the Institute of
Communications Engineering, National Chiao Tung
University
Chair Professor, Department of Electrical and
Computer Engineering, National Chiao Tung
University
Director, Ting-Shiun Telecommunication
Development Foundation
Director, National Information Infrastructure
Enterprise Promotion Association
None None None
Director Republic of
China
Chroma Investment
Co.,Ltd.
- June 11, 2014 June 10, 2017 June 6, 2012 1,925,579
0.51%

1,915,579

0.47%

0

0

0
- - None None None
Republic of
China
Representative:
I-shih Tseng
Male 383,548
0.10%

383,548

0.09%

138,722

0.03%

0

PhD, Mechanical Engineering, Pennsylvania State
University, US
Project Manager, Institute for Information Industry
Full-time Assistant Professor, Department of
Mechanical Engineering, National Taiwan
University
General Manager, Business Unit, Chroma ATE
Inc.
Refer to Page 98 to 99 for details on positions in
affiliated businesses
None None None
Supervisor Republic of
China
Chi-jen Chou Male June 11, 2014 June 10, 2017 June 13, 2008 0
0

0

0

0

0

0

Institute of Management Science, National Chiao
Tung University
Director, HR Department, Industrial Technology
Research Institute
Special Assistant to the Director of the Electronic
and Optoelectronic System Research Laboratories
Director, Spring Foundation of NCTU
Supervisor, ProbeLeader
Member, Remuneration Committee, Browave
Corporation
Member, Remuneration Committee, Fiber Optic
Communications,Inc.
None None None
Supervisor Republic of
China
Kai Sun Investment
Co.,Ltd.
- June 11, 2014 June 10, 2017 May 13, 1999 3,380,922
0.90%

3,200,922

0.79%

0

0

0
- - None None None
Republic of
China
Representative:
Tsun-i Wang
Male 19,339
0.01%

19,339

0

936

0

0

PhD, Department of Photonics, National Chiao
Tung University
Deputy General Manager, Tailyn Technologies, Inc.
Deputy General Manager, Champion-Lighting
TechnologiesLimited
Chief Technical Supervisor, DynaScan
Technology Corp.
None None None
  • 6 -

Major artificial persons holding shares of the company (Table 1)

April 10, 2017

April 10,2017
Name of the artificial
person
Major shareholder of the artificial person
Fer Mo Investment Co.,
Ltd.
Hong Ming Investment Limited (99% of shares), Shu-fang Chen (1% of
shares)
Chroma Investment Co.,
Ltd.

Chroma ATE Inc. (100% of shares)
Kai Sun Investment
Co.,Ltd.
Yao-chung Chang (32.42% of shares), Kai-chen Chang (24.42% of
shares), Chun-luan Chang-Lin (13.34% of shares), Ming-hsiung Chang
(13.34% of shares), Chung Sheng Investment Limited (8.31% of shares),
Yen-cheng Chen (8% of shares), Shih-tang Lin (0.05% of shares), Chia-
ming Chuang (0.04% of shares), Shih-jung Lin (0.04% of shares), and
Ming-i CHang (0.04% of shares).

Table 1 - Major shareholders where artificial persons are the major shareholders.

April 10,2017
Name of the artificial
person
Major shareholders of the artificial person
Hong Ming Investment
Limited
Yen-hsun Huang (40% of shares), Yen-chun Huang (40% of shares), Shu-
chuan Chen(12% of shares),and Leo Huang (8% of shares).
Chroma ATE Inc. Leo Huang (5.78% of shares), Cathay Life Insurance (4.03% of shares),
Chun-sheng Chen (3.73% of shares), JP Morgan Chase Bank N.A. Taipei
Branch in custody for Universities Superannuation Scheme Limited
(3.48% of shares), Yu-mei Hsueh (2.73% of shares), JPMorgan Chase
Bank N.A. Taipei Branch in custody for Fidelity Central Investment
Portfolios LLC: Fidelity Information Technology Central Fund (2.57% of
shares), Fidelity Select Portfolios:Technology Portfolio (2.43% of shares),
Shu-chuan Chen (2.26% of shares), Wellington Trust National
Association Emerging Market Portfolio entrusted to HSBC Bank (2.05%
of shares), and JP Morgan Chase Bank, N.A., Taipei Branch in Custody
for Nordea 1 EmergingStars EquityFund(2.04% of shares).
Chung Sheng
Investment Limited
Yao-Chung Chang (25.12% of shares), Kai-chen Chang (25.12% of
shares), Ming-hsiung Chang (24.8% of shares), Chun-luan Chang-Lin
(21.8% of shares), Wei-chen Chang (3.0% of shares), Shih-tang Lin
(0.04% of shares), Shih-jung Lin (0.04% of shares), Ming-i Chang (0.04%
of shares),and Ming-shun Chang (0.04% of shares).
  • 7 -

Directors and supervisors

Condition
Name
Does the individual have more than 5 years of
professional experience and the following
qualifications?
Does the individual have more than 5 years of
professional experience and the following
qualifications?
Does the individual have more than 5 years of
professional experience and the following
qualifications?
Meets the criteria for
independence
(Note 1)
Meets the criteria for
independence
(Note 1)
Meets the criteria for
independence
(Note 1)
Meets the criteria for
independence
(Note 1)
Meets the criteria for
independence
(Note 1)
Meets the criteria for
independence
(Note 1)
Meets the criteria for
independence
(Note 1)
Meets the criteria for
independence
(Note 1)
Meets the criteria for
independence
(Note 1)
Meets the criteria for
independence
(Note 1)
Currently
serving as an
independent
director of
other public
companies.
Currently
serving as an
instructor or
higher post in a
private or public
college or
university in the
field of business,
law, finance,
accounting, or
the business
sector of the
company.

Currently serving
as a judge,
prosecutor, lawyer,
accountant, or
other professional
practice or
technician that
must undergo
national
examinations and
specialized license.
Work
experience
necessary
for business
administrati
on, legal
affairs,
finance,
accounting,
or business
sector of the
company.
1 2 3 4 5 6 7 8 9 10
Leo Huang 0
Quincy Lin 1
Tsung-ming
Chung
1
I-shih Tseng 0
Chung-ju
Chang
0
Chi-jen
Chou
0
Tsun-i
Wang
0

Note 1: For any director or supervisor who fulfill the relevant condition(s) 2 years before being elected or during the term of office, please provide the [  ] sign in the field next to the corresponding condition(s).

  • 1 Not employed by the company or an affiliated business.

  • 2 Not serving as a director or supervisor of the company or any affiliated business (this does not apply in cases where the person is an independent director of the company, its parent or subsidiary established in pursuant to this law or local laws).

  • 3 Not a natural person shareholder who holds more than 1% of issued shares or is ranked top 10 in terms of the total quantity of shares held, including the shares held in the name of the person’s spouse, minor children, or in the name of others.

  • 4 Not a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship in the 3 preceding items.

  • 5 Not a director, supervisor, or employee of a corporate shareholder that directly holds more than 5% of the total number of issued shares of the company or is ranked top 5 in terms of quantity of shares held.

  • 6 Not a director (member of the governing board), supervisor (member of the supervising board), managerial officer, or shareholder holding more than 5% of shares of a specified company or institution that has a financial or business relationship with the company.

  • 7 Not a professional individual or owner, partner, director (member of the governing board), supervisor (member of the supervising board), or managerial officer of a sole proprietorship, partnership, company, or institution that provides commercial, legal, financial, accounting, or consultation services to the company or to any affiliated business, or spouse thereof. This restriction, however, does not apply to any member of the remuneration committee who exercises powers 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 a spouse or a relative within the second degree of kinship with any director.

  • 9 Where none of the circumstances in the subparagraphs of Article 30 of the Company Act applies.

  • 10 Where the person is not elected in the capacity of the government, a juristic person, or a representative thereof as provided in Article 27 of the Company Act.

  • 8 -

(2) General Manager, Deputy General Manager, assistant manager, and managerial officer of various departments or branches.

April 10,2017 April 10,2017 April 10,2017
Title Nationality Name Gender Date of
appointment
Shares held Shares held by spouse
or minor children
Shares held in the
name of other persons

Major experience / academic background
Positions currently assumed in this company Any managerial officer who is a
spouse or a relative within the
second degree of kinship
Number of
shares
Percentage
ofshares
Number of
shares
Percentage
ofshares
Number
ofshares
Percentage
ofshares
Title Name Relations
General Manager Republic of
China(CE)
Leo Huang Male November 8, 1984 23,419,897
5.78%

9,167,362

2.26%

0

0

Department of Engineering, National Chiao Tung University
Director, I-Sheng Electric Wire & Cable Co., Ltd.
Director, Leadtek Research Inc.
Director, DynaScan Technology Corp.
Refer to Page 98 to 99 for details on positions in
affiliated businesses
None None None
General Manager of the Test &
Measurement BU
Republic of
China(CE)
David Yang Male August 14, 1992 15,352
0

120,002

0.03%

0

0

Department of Engineering, National Chiao Tung University
Teaching Assistant, Department of Information Technology, College of
Engineering, ChungHua University
Refer to Page 98 to 99 for details on positions in
affiliated businesses
None None None
General Manager of the
Integrated SystemSolution BU
Republic of
China(CE)
I-shih Tseng Male July 16, 1998 383,548
0.09%

138,722

0.03%

0

0
Mechanical Engineering, Pennsylvania State University, US
ProjectManager,Institutefor Information Industry
Refer to Page 98 to 99 for details on positions in
affiliated businesses
None None None
General Manager of the Business
Department
Republic of
China(CE)
C.C. Ho Male December 10, 2001 90,088
0.02%

0

0

0

0
Department of Electrical Engineering, Tatung University
CEO, GlobalOperationsManagementDepartment,Tatung Company
Refer to Page 98 to 99 for details on positions in
affiliated businesses
None None None
General Manager of the
Intelligent Manufacturing System
BU
Republic of
China(CE)
Joe Lin Male April 1, 2007 63,543
0.02%

0

0

0

0
Department of Information Sciences, Cal Poly Pomona
General Manager, Sajet Technology
Refer to Page 98 to 99 for details on positions in
affiliated businesses
None None None
General Manager, Semiconductor
Test Equipment BU
Republic of
China(CE)
George Chang Male August 1, 2006 25,000
0.01%

0

0

0

0

Institute of Electrical Control Engineering, National Chiao Tung
University
Manager,BusinessDepartment,Lian LiCo.,Ltd.
None None None None
Deputy General Manager,
Finance &AdministrationCenter
Republic of
China(CE)
Paul Ying Male May 3, 1999 101,969
0.03%

0

0

0

0
School of Management, New York Institute of Technology
Deputy General Managerof Finance,Hsin YuEnergyDevelopment Co.
Refer to Page 98 to 99 for details on positions in
affiliated businesses
None None None
Deputy General Manager,
Advanced Technology
ResearchCenter
Republic of
China(CE)
Mark Fong Male May 2, 1990 749,108
0.18%

331,904

0.08%

0

0
Department of Electrical Engineering, National Taiwan University
Deputy Manager of R&D, Sampo Corporation
None None None None
Deputy General Manager of the
Operation Management Center
Republic of
China(CE)
Benjamin Huang Male June 22, 1992 156,723
0.04%

0

0

0

0

Department of Electrical Engineering, National Taiwan University
Deputy General Manager, R&D Department, Test & Measurement BU of
this Corporation
None None None None
Deputy General Manager,
Manufacturing Center
Republic of
China(CE)
Steven Liu Male August 22, 1991 80,012
0.02%

738

0

0

0

Department of Information & Communications, Chinese Culture
University
Departmental Manager, Property and Product Management Department of
this Corporation
None None None None
Deputy General Manager, R&D
Department, Semiconductor Test
EquipmentBU
Republic of
China(CE)
Max Chang Male December 1, 2000 595
0

0

0

0

0
Department of Electrical Engineering, National Cheng Kung University
Assistant Manager, R&D Department, QTS Company
None None None None
Deputy General Manager, Sales
Department 1, Integrated System
Solution BU
Republic of
China(CE)
Herbert Tsai Male July 1, 2005 16,474
0

0

0

0

0
Machinery and Automation Engineering, Nanya Institute of Technology
Deputy General Manager, Dasike Technology Company
None None None None
Deputy General Manager,
General Manager’s Office
Republic of
China(CE)
C.C.Fan Male August 1, 2010 375,235
0.09%

0

0

0

0

Department and Institute of Industrial Engineering and Management,
Minghsin University of Science and Technology
Deputy General Manager,R&D Department,MASAutomationCorp.
None None None None
Deputy General Manager,
Planning Department, Test &
MeasurementBU
Republic of
China(CE)
Bobby Tseng Male January 1, 2001 51,000
0.01%

14,000

0

0

0

Electrical Engineering, Waseda University
Manager, Product Planning Department, Test & Measurement BU of this
Corporation
None None None None
Deputy General Manager,
Greater China Area Sales
Department, Test &
MeasurementBU
Republic of
China(CE)
Vincent Chen Male January 1, 2001 20,260
0

0

0

0

0

Department of Electrical Engineering, Lunghwa University of Science and
Technology
Department Manager, Greater China Area Sales Department, Test &
MeasurementBU
Refer to Page 98 to 99 for details on positions in
affiliated businesses
None None None
Deputy General Manager,
Technical Service Department,
Test &MeasurementBU
Republic of
China(CE)
Tony Yang Male July 1, 2003 38,554
0.01%

0

0

0

0
Department of Electrical Engineering, National Taitung Junior College
Manager, Engineering Department, Tiger Power
None None None None
Deputy General Manager, R&D
Department, Test &
Measurement BU
Republic of
China(CE)
Vincent Wu Male July 16, 2003 91,465
0.02%

903

0

0

0

Institute of Electrical Control Engineering, National Chiao Tung
University
Department Manager, R&D Department, Test & Measurement BU of this
Corporation
None None None None
Deputy General Manager, R&D
Department 1, Integrated System
Solution BU
Republic of
China(CE)
Lance Ouyang Male July 1, 2009 28,000
0.01%

0

0

0

0
Institute of Mechanical Engineering, National Chiao Tung University
Deputy General Manager, Global Target Company
None None None None
Deputy General Manager, Sales
Department 2, Integrated System
Solution BU (Note1)
Republic of
China(CE)
Jeff Lee Male January 1, 2007 28,000
0.01%

0

0

0

0

Department of Electrical Engineering, Hsinpu Institute of Technology
Departmental Manager, Product Planning Department, Integrated System
Solution BU ofthis Corporation
None None None None

Note 1: Promoted to the position of Deputy General Manager on January 1, 2017

  • 9 -

(3) Renumeration paid out to Directors, Supervisors, the General Manager, and Deputy General Managers

1. Remuneration for the director (including independent directors)

Unit: NT$1,000 Unit: NT$1,000 Unit: NT$1,000 Unit: NT$1,000 Unit: NT$1,000 Unit: NT$1,000 Unit: NT$1,000 Unit: NT$1,000 Unit: NT$1,000 Unit: NT$1,000 Unit: NT$1,000 Unit: NT$1,000 Unit: NT$1,000
Title Name
(Note 1)
Director’s remuneration Proportion of NIAT after
summing the 4 items of A,
B, C, and D (Note 4)

Employee remuneration for other activities
Proportion of NIAT after
summing the 7 items of
A, B, C, D, E, F, and G
(Note 4)
Whether or not
the person
receives
remuneration
from other non-
subsidiary
companies that
this company has
invested in
(Note 7)
Remuneration (A) Retirement pension (B) Director’s remuneration
(C) (Note 2)
Business execution fees
(D) (Note 3)
Salaries, bonuses, and
special expenses (E)
(Note 5)
Retirement pension (F) Employee remuneration (G)
(Note 6)
This
Corporation
All companies
listed in this
Financial
Report (Note 8)
This
Corporation
All companies
listed in this
Financial
Report (Note 8)
This
Corporation
All companies
listed in this
Financial
Report (Note 8)
This
Corporation
All companies
listed in this
Financial
Report (Note 8)

This
Corporation
All companies
listed in this
Financial
Report (Note 8)
This
Corporation
All companies
listed in this
Financial
Report (Note 8)
This
Corporation
All companies
listed in this
Financial
Report (Note 8)
This Corporation All companies listed
in this Financial
Report(Note 8)
This
Corporation
All companies
listed in this
Financial
Report (Note 8)
Cash
Sum
Shares
Sum
Cash
Sum
Shares
Sum
Chairperson
of the Board
Leo Huang 0 0 0 0 6,000 7,200 495 495 0.38% 0.45% 11,933 11,933 321
(Note 9)
321
(Note 9)
11,593 0 13,513 0 1.76% 1.95% None
Independent
director
Quincy Lin
Independent
director
Tsung-ming
Chung
Director Fer Mo
Investment
Company
representative:
Chung-ju Chang
Director Chroma
Investment
Company
representative:
I-shih Tseng
*Remuneration received in the most recent year by the directors of the company for rendering services (such as serving as a non-employed consultant) to any company listed in the Financial Report: None.
Table of remuneration ranges
Remuneration range of each director in this Corporation Name of director
Sum of the first 4 i tems(A+B+C+D) Sum of the first 7 items(A+B+C+D+E+F+G)
This Corporation(Note 10) All companies listed in this financial report(Note 11) This Corporation(Note 10) All companies listed in this financial report(Note 11)
Less than NT$ 2,000,000 Quincy Lin, Tsung-ming Chung, representative Chung-ju
Chang of Fer Mo Investment Co. Ltd., and representative
I-shih Tsengof Chroma Investment Co. Ltd.
Quincy Lin, Tsung-ming Chung, representative Chung-ju
Chang of Fer Mo Investment Co. Ltd., and representative
I-shih Tsengof Chroma Investment Co. Ltd.
Quincy Lin, Tsung-ming Chung, and representative Chung-
ju Chang of Fer Mo Investment Co. Ltd.
Quincy Lin, Tsung-ming Chung, and representative Chung-
ju Chang of Fer Mo Investment Co. Ltd.
NT$2,000,000(inclusive)to 5,000,000(not inclusive) Leo Huang Leo Huang
NT$5,000,000(inclusive)to 10,000,000(not inclusive) Representative I-shih Tsengof Chroma Investment Co. Ltd. Representative I-shih Tsengof Chroma Investment Co. Ltd.
NT$10,000,000(inclusive)to 15,000,000(not inclusive) Leo Huang Leo Huang
NT$15,000,000(inclusive)to 30,000,000(not inclusive)
NT$30,000,000(inclusive)to 50,000,000(not inclusive)
NT$50,000,000(inclusive)to 100,000,000(not inclusive)
More than NT$100,000,000
Total 5 5 5 5

Note 1: The name of directors shall be listed separately (for artificial persons, the name of the artificial person and the representative shall be listed separately) to disclose various payments accordingly. Note 2: Based upon the director's remuneration allocated by the Board of Directors in 2016. Note 3: Business expenses paid out to directors in the most recent year (including transport, special expenses, various allowances, accommodation, vehicles, and provision of physical goods and services) Note 4: NIAT refers to those acquired from recent years. According to the International Financial Reporting Standards employed for this report, NIAT shall refer to that of the most recent fiscal year of the entity.

Note 5: Remuneration for directors concurrently holding positions in the company (for positions that include the General Manager, Deputy General Manager, other managerial officers, or employees) shall include salaries, job remuneration, severance, bonuses, performance fees, transport fees, special expenses, various subsidies, accommodation, vehicles, and provision of physical items and services. Salary expenses recognized under IFRS 2 - Share-based Payment, such as employee stock option certificates, new restricted employee shares, and participation in subscription of stocks in cash capital increase, shall also be included within the remuneration.

Note 6: Employee's compensation for directors in 2016 shall be calculated as a proportion of the remuneration actually paid for in the previous year.

Note 7: (a) If the director receives remuneration from investments in other companies that are not subsidiaries of this company, the said remuneration shall be included in the remuneration range table. The name of the column shall also be changed to “All investments in other companies”. b. Remuneration in this case shall refer to remuneration, fees (including remuneration as a company employee, director, or supervisor), business expenses, and other related payments received by the director of this Corporation for being a director, supervisor, or managerial officer of other non-subsidiary companies that this company has invested in. Note 8: Total remuneration in various items paid out to this Corporation's directors by all companies (including this Corporation) listed in the consolidated statement shall be disclosed. Note 9: Amount of retirement pensions listed.

Note 10: For total remuneration in various items paid to every director, the name of the director shall be disclosed in the proper remuneration range.

Note 11: Total remuneration in various items paid to every director of this Corporation by all companies (including this Corporation) listed in the consolidated statement shall be disclosed. The name of the director shall also be disclosed in the proper remuneration range.

  • 10 -

2. Supervisor’s remuneration

Unit: NT$1,000
Title Name (Note 1) Supervisor’s remuneration Proportion of NIAT after
summing items A, B, and
C(Note 5)
Whether or not the
person receives
remuneration from
other non-subsidiary
companies that this
company has
invested in (Note 7)
Remuneration (A) (Note 2) Compensation (B) (Note
3)
Business execution fees (C)
(Note 4)
This
Corporation
All companies
listed in this
financial report
(Note 6)
This
Corporation

All companies
listed in this
financial report
(Note 6)

This
Corporation

All companies
listed in this
financial report
(Note 6)
This
Corporation
All companies
listed in this
financial
report (Note 6)
Supervisor Chi-jen Chou 0 0 2,000 2,000 210 210 0.13% 0.13% 5,700
Supervisor Representative Tsun-i
Wang of Kai Sun
Investment Co.,Ltd.
Table of remuneration ranges
Remuneration range of each supervisor in this Corporation Name of the supervisor
Sum of the first 3 items(A+B+C)
This Corporation All other companies that this companyhas invested in(Note 7)
Less than NT$ 2,000,000 Chi-jen Chou and Representative Tsun-i Wang of Kai
Sun Investment Co.,Ltd.
Chi-jen Chou
NT$2,000,000(inclusive)to 5,000,000(not inclusive)
NT$5,000,000(inclusive)to 10,000,000(not inclusive) Representative Tsun-i Wangof Kai Sun Investment Co.,Ltd.
NT$10,000,000(inclusive)to 15,000,000(not inclusive)
NT$15,000,000(inclusive)to 30,000,000(not inclusive)
NT$30,000,000(inclusive)to 50,000,000(not inclusive)
NT$50,000,000(inclusive)to 100,000,000(not inclusive)
More than NT$100,000,000
Total 2 2

Note 1: The name of supervisors shall be listed separately (for artificial persons, the name of the artificial person and the representative shall be listed separately).

Note 2: Supervisor’s remuneration of the most recent year (including supervisor’s salary, position bonuses, retirement / resignation pensions, severance, various bonuses, and performance fees). Note 3: Based upon the supervisor's remuneration allocated by the Board of Directors in 2016.

Note 4: Business expenses paid out for supervisors in the most recent year (including transport, special expenses, various allowances, accommodation, vehicles, and provision of physical goods and services) Note 5: NIAT refers to those acquired from recent years. According to the International Financial Reporting Standards employed for this report, NIAT shall refer to that of the most recent fiscal year of the entity.

  • Note 6: Total remuneration in various items paid out to this Corporation's supervisors by all companies (including this Corporation) listed in the consolidated statement shall be disclosed. Note 7: (a) If the supervisor receives remuneration from investments in other companies that are not subsidiaries of this company, the said remuneration shall be included in the remuneration range table. The name of the column shall also be changed to “All investments in other companies”.

  • (b) Remuneration in this case shall refer to remuneration, compensation (including remuneration as a company employee, director, or supervisor), business expenses, and other related payments received by the supervisor of this Corporation for being a director, supervisor, or managerial officer of other non-subsidiary companies that this company has invested in.

  • 11 -

3. Remuneration for the General Manager and Deputy General Manager

Unit: NT$1,000
Title Name Salary (A) Retirement pension (B) Bonuses and special expenses (C)
(Note 1)
Employee’s remuneration (D) (Note 2) Proportion of NIAT after summing
the 4 items of A, B, C, and D (%)
(Note 6)
Whether or not the
person receives
remuneration from
other non-subsidiary
companies that this
company has
invested in(Note 3)
This
Corporation
All companies listed
in this financial
report (Note 4)
This
Corporation
All companies listed
in this Financial
Report (Note 4
This
Corporation
All companies listed
in this financial
report (Note 4)

This Corporation
All companies listed
in this financial report
(Note 4)
This
Corporation
All companies listed
in this financial
report (Note 4)
Cash Sum Shares Sum Cash Sum Shares Sum
General Manager Leo Huang 35,123 36,116 2,096
(Note 5)
2,096
(Note 5)
29,358 29,358 60,000 0 64,420 0 7.36% 7.67% None
General Manager of the Test &
Measurement BU
David Yang
General Manager of the Integrated
System Solution BU
I-shih Tseng
General Manager of the Business
Department
C.C. Ho
Manager of the Intelligent
ManufacturingSystem BU
Joe Lin
General Manager, Semiconductor
Test Equipment BU
George Chang
Deputy General Manager, Finance &
Administration Center

Paul Ying
Deputy General Manager, Advanced
TechnologyResearch Center
Mark Fong
Deputy General Manager of the
Operation Management Center
Benjamin Huang
Deputy General Manager,
ManufacturingCenter
Steven Liu
Deputy General Manager, R&D
Department, Semiconductor Test
Equipment BU
Max Chang
Deputy General Manager, Sales
Department 1, Integrated System
Solution BU
Herbert Tsai
Deputy General Manager, General
Manager’s Office
C.C.Fan
Deputy General Manager, Planning
Department,Test & Measurement BU
Bobby Tseng
Deputy General Manager, Greater
China Area Sales Department, Test &
Measurement BU
Vincent Chen
Deputy General Manager, Technical
Service Department, Test &
Measurement BU
Tony Yang
Deputy General Manager, R&D
Department,Test & Measurement BU
Vincent Wu
Deputy General Manager, R&D
Department 1, Integrated System
Solution BU
Lance Ouyang
  • 12 -

Table of remuneration ranges

Table of remuneration ranges Table of remuneration ranges
Remuneration range for each General Manager and Deputy
General Manager in this Corporation
Name of the General Managers and Vice Presidents
This Corporation(Note 7) All companies listed in this Financial Report(Note 8)
Less than NT$ 2,000,000
NT$ 2,000,000 (inclusive) to 5,000,000 (not inclusive) Max Chang, Herbert Tsai, C.C.Fan, Bobby Tseng, Vincent
Chen,TonyYang, Vincent Wu, andLance Ouyang
Max Chang, Herbert Tsai, C.C.Fan, Bobby Tseng, Vincent
Chen,TonyYang, Vincent Wu, andLance Ouyang
NT$ 5,000,000 (inclusive) to 10,000,000 (not inclusive) David Yang , I-Shih Tseng, C.C. Ho, Joe Lin, George
Chang, Paul Ying, Mark Fong, Benjamin Huang, Steven Liu

David Yang , I-Shih Tseng, C.C. Ho, Joe Lin, George
Chang, Paul Ying, Mark Fong, Benjamin Huang, Steven Liu
NT$ 10,000,000 (inclusive) to 15,000,000 (not inclusive) Leo Huang Leo Huang
NT$ 15,000,000(inclusive)to 30,000,000(not inclusive)
NT$ 30,000,000 (inclusive) to 50,000,000 (notinclusive)
NT$50,000,000(inclusive)to 100,000,000(not inclusive)
More than NT$100,000,000
Total 18 18
  • Note 1: Includes various bonuses, rewards, transport fees, and special expenses, the provision of various kinds of physical entities such as allowances, dormitories, and vehicles, and other types of remuneration. Salary expenses are recognized under IFRS 2 - Share-based Payment,

  • such as employee stock option certificates, new restricted employee shares, and participation in subscription of stocks in cash capital increase, shall also be included within the remuneration.

  • Note 2: Employee’s compensation for General Manager and Deputy General Managers allocated by the Board of Directors in 2016 was calculated using the proportion of the remuneration actually paid for in the previous year.

  • Note 3: a If this Corporation's General Managers or Deputy General Managers receive remuneration from investments in other companies that are not subsidiaries of this company, the said remuneration shall be included in the remuneration range table. The name of the column shall also be changed to “All investments in other companies”.

  • b. Remuneration in this case shall refer to remuneration, compensation (including remuneration as a company employee, director, or supervisor), business expenses, and other related payments received by the General Managers or Deputy General Managers of this Corporation for being a director, supervisor, or managerial officer of other non-subsidiary companies that this company has invested in.

  • Note 4: Total remuneration in various items paid out to this Corporation's General Managers and Deputy General Managers by all companies (including this Corporation) listed in the consolidated statement shall be disclosed.

Note 5: Amount of retirement pensions listed.

  • Note 6: NIAT refers to those acquired from recent years. According to the International Financial Reporting Standards employed for this report, NIAT shall refer to that of the most recent fiscal year of the entity.

  • Note 7: For total remuneration in various items paid to every General Manager and Deputy General Manager, the name of the General Managers and Deputy General Managers shall also be disclosed in the proper remuneration range.

  • Note 8: For total remuneration in various items paid by all companies (including this Corporation) listed in the consolidated statement to every General Manager and Deputy General Manager of this Corporation, the name of the General Managers and Deputy General Managers shall also be disclosed in the proper remuneration range.

  • 13 -

  • (4) Compare and analyze the total remuneration paid to each of this Corporation's Directors, Supervisors, General Managers, and Deputy General Managers in the 2 most recent years by all companies listed in this Corporation's individual and consolidated financial statement as a percentage of NIAT listed in the individual financial report and describe the policies, standards, and packages for payment of remuneration, the procedures for determining remuneration, and its linkage to business performance and future risk exposure.

  • 1.Analysis of total remuneration paid to this Corporation’s Directors, Supervisors, General Managers, and Deputy General Managers in the 2 most recent years as a percentage of NIAT:

percentage of NIAT: percentage of NIAT:
Total remuneration paid to Directors,
Supervisors,
General Managers,
and
Deputy General Managers in 2015 and its
proportion to NIAT.

Total remuneration paid to Directors,
Supervisors,
General Managers,
and
Deputy General Managers in 2016 and its
proportion to NIAT.
This
Corporation
All companies listed in
the consolidated
statement
This
Corporation
All companies listed in
the consolidated
statement
6.26% 7.18% 7.87% 8.25%
  • 2.Policies, standards, and packages for payment of remuneration, the procedures for determining remuneration, and its linkage to business performance and future risk exposure.

  • (1)Directors and supervisors: Most remuneration paid by this Corporation has been provided to its Directors and Supervisors. The Director's and Supervisor’s remunerations issued in the 2 most recent years were fixed. When holding the board meeting, both Directors and Supervisors were provided with transport expenses.

  • (2)General Managers and Deputy General Managers: This Corporation has established Regulations for Top Management Remuneration, which provided that remuneration for General Managers and Deputy General Managers during their term of service shall be based upon payment standards for similar positions in the same industry, and shall be paid on a monthly basis as a fixed salary. Employee's compensation would be subject to change. Proposals shall be established according to the business performance and personal performance appraisal results of the year, submitted to this Corporation’s Salary and Remuneration Committee, and resolved during the board meeting.

  • (3)This Corporation shall, at the end of the current year, generate a budget for the following year. The current state of economy and market environment as well as forecasts of overall business performance and risk exposure in the following year shall be referenced to make suitable adjustments to salaries paid to the managerial officers.

  • 14 -

Names of managerial officers provided with employee's compensation and state of payments

December 31,2016(Unit: NT$1,000) December 31,2016(Unit: NT$1,000) December 31,2016(Unit: NT$1,000) December 31,2016(Unit: NT$1,000) December 31,2016(Unit: NT$1,000)
Title Name Shares
Sum
Cash
Sum
Total Total
payment as a
proportion
of NIAT (%)
Managerial Officer General Manager Leo Huang 0 60,000 60,000
3.49 %
General Manager of the Test &
Measurement BU
David Yang
General Manager of the Integrated System
Solution BU
I-shih Tseng
General Manager of the Business
Department
C.C. Ho
General Manager of the Intelligent
Manufacturing System BU
Joe Lin
General Manager, Semiconductor Test
Equipment BU
George Chang
Deputy General Manager, Finance &
Administration Center
Paul Ying
Deputy General Manager, Advanced
Technology Research Center
Mark Fong
Deputy General Manager of the Operation
Management Center
Benjamin
Huang
Deputy General Manager, Manufacturing
Center
Steven Liu
Deputy General Manager, R&D Department,
Semiconductor Test Equipment BU
Max Chang
Deputy General Manager, Sales Department 1,
Integrated System Solution BU
Herbert Tsai
Deputy General Manager, General
Manager’s Office
C.C.Fan
Deputy General Manager, Planning
Department, Test & Measurement BU
Bobby Tseng
Deputy General Manager, Greater China Area
Sales Department, Test & Measurement BU
Vincent Chen
Deputy General Manager, Technical Service
Department, Test & Measurement BU
Tony Yang
Deputy General Manager, R&D Department,
Test & Measurement BU
Vincent Wu
Deputy General Manager, R&D Department 1,
Integrated System Solution BU
Lance Ouyang

Note: Employee’s compensation for managerial officers allocated by the Board of Directors in 2016 was calculated using the proportion of the remuneration actually paid for in the previous year.

  • 15 -

3. Implementation of Corporate Governance

(1) Implementation of board meetings

A total of 7 board meetings were held in 2016. The following lists the attendance of Directors and Supervisors to these meetings:

Title Name (Note 1) Actual
presence
(attendance)
Delegated
presence

Rate of actual presence
(attendance) (%) (Note 2)

Notes
Chairperson
of the Board
Leo Huang 7 - 100%
Independent
director
Quincy Lin 6 1 86%
Independent
director
Tsung-ming Chung 7 - 100%
Director Representative Chung-ju
Chang of Fer Mo
Investment Co., Ltd.
7 - 100%
Director Representative I-shih
Tseng of Chroma
Investment Co. Ltd.
6 - 86%
Supervisor Chi-jen Chou 7 - 100%
Supervisor Representative Tsun-i
Wang of Kai Sun
Investment Co.,Ltd.
7 - 100%
Other items that shall be recorded:
1.Where one of the following circumstances apply for the operations of the Board of Director meetings,
the date, session, topic discussed, opinions of every independent directors, and this Corporations’
handling of the opinions of the independent directors shall be explained:
(1)Any one of the matters listed in Article 14-3 of the Securities and Exchange Act: For resolutions of
this Corporation on matters listed in Article 14-3 of the Securities and Exchange Act, there are no
dissenting or qualified opinions from the independent director.
(2)In addition to the aforementioned matters, any other resolutions from the Board of Directors where
an independent director expressed dissenting or qualified opinions that have been recorded or
stated by writ: None.
2.For the implementation and state of director’s recusal for conflict of interest, the director's name,
contents of the topic, reasons for the required recusal, and participation in the voting process: None.
3.Goals for enhancing the functions of the Board of Directors (such as establishing an Audit Committee
or increasing information transparency) for the current fiscal year and most recent fiscal year as well
as assessments of the actions implemented:
This Corporation stipulated the Regulations for Conducting board meeting. The operations of the
Board of Directors are compliant to relevant statutory regulations, and major resolutions are disclosed
on the same day the said resolutions were made on the Market Observation Post System (MOPS) after
the board meeting. Major resolutions of board meeting made in the most recent year were also
disclosed on this Corporation's official website to safeguard the shareholder’s interests.
This Corporation also referred to the relevant regulations to establish a Salary and Remuneration
Committee to evaluate the remuneration policy and system for its Directors, Supervisors, and
managerial officers. Proposals were submitted to the board meeting to provide a reference for their
decision-making processes. For the state of implementation, please refer to: State of Corporate
Governance (4) Salary and Remuneration Committee.
  • Note 1: For directors and supervisors that are artificial persons, the name of the shareholders and representative of the said artificial person shall be disclosed.

  • Note 2 : (1) If directors or supervisors resign before the end of the year, the Notes column shall be annotated with the date of resignation. Actual presence (attendance) rate (%) shall be calculated using the number of board meetings convened and actual presence (attendance) during the term of service.

  • (2) If Directors and Supervisors were re-elected before the end of the year, both the incoming and outgoing Directors and Supervisors shall be listed accordingly. The Notes column shall be annotated whether the Director or Supervisor was outgoing, incoming, or re-elected as well as the date of re-election. Actual presence (attendance) rate (%) shall be calculated using the number of board meetings convened and actual presence (attendance) during the term of service.

  • 16 -

  • (2) Operations of the Audit Committee or supervisors’ participation in the board meeting

  • Operations of the Audit Committee: This Corporation has yet to establish an Audit Committee.

  • Supervisors’ participation in the board meeting

A total of 7 board meetings were held in 2016. The following lists the attendance:

Title Name Number of actual
attendance
Rate of actual
attendance (%) (Note)
Notes
Supervisor Chi-jen Chou 7 100%
Supervisor Representative Tsun-i
Wang of Kai Sun
Investment Co.,Ltd.
7 100%
Other items that shall be recorded:
1. Composition and responsibilities of the supervisors:
(1)This Corporation has 2 Supervisors who are individuals elected by the Board of
Shareholders for their capabilities.
(2)The following lists the responsibilities of the Supervisors: 1. Auditing this
Corporation’s businesses and financial conditions. 2. Audit various accounting books
and documents. 3. Supervise employees carrying out business activities and
investigate violations or nonfeasance. 4. Review budgets and final accounts reports. 5.
Appropriation of net income or reviewing of proposals for making up losses. 6. Other
responsibilities empowered by laws.
(3)Communication with this Corporation’s employees and shareholders: Where the
Supervisor believes to be necessary, the Supervisor may directly contract employees
and shareholders, attend shareholder meetings, and directly communicate with the
shareholders.
(4)Communication between the Supervisor and the internal audit manager or CPA:
1. The Audit Manager shall complete the monthly audit report at the end of every
month and submit the said report to the Supervisors. The Supervisors may request
the Audit Manager to clarify any doubts.
2. The Audit Manager shall attend this Corporation’s routine Directors’ Meeting to
provide internal audit reports. The Supervisors may directly inquire and
communicate with the Audit Manager on auditing activities.
3. During regular review of financial reports, the Supervisors may request the
Accounting Manager to clarify any doubts encountered. All doubts have been
clarified and agreed upon by the Supervisors.
2. If the Supervisors stated any opinions while attending board meetings, the date, session,
contents of the case discussed, and resolution of the board meeting as well as this
Corporation’s disposition of opinions stated by the Supervisors shall be described:
None.

Note: *If Supervisors resign before the end of the year, the Notes column shall be annotated with the date of resignation. Actual attendance rate (%) shall be calculated using figures for actual attendance during the term of service.

  • *If Supervisors were re-elected before the end of the year, both the incoming and outgoing Supervisors shall be listed accordingly. The Notes column shall be annotated whether the Supervisor was outgoing, incoming, or re-elected as well as the date of re-election. Actual attendance rate (%) shall be calculated using the figures for actual attendance during the term of service.

  • 17 -

(3) State of corporate governance, gaps with the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies, and the cause of the said gaps

Items assessed State of operations State of operations State of operations Gaps with the
Corporate
Governance Best
Practice Principles
for TWSE/TPEx
Listed Companies,
and the cause of the
said gaps
Yes No Summary
1. Did the company stipulate and
disclose best practice principles for
corporate governance according to
the Corporate Governance Best
Practice Principles for
TWSE/TPEx Listed Companies?

This Corporation has stipulated the
Corporate Governance Best Practice
Principles.
Please visit the MOPS or the official
website of this Corporation to peruse the
details.
No gaps
2. Equity structure and shareholders’
rights of the company
(1) Did the company establish an
internal procedure for handling
shareholder proposals, inquiries,
disputes, and litigations? Are
such matters handled according
to the internal procedure?
(2) Did the company maintain a
register of major shareholders
with controlling power as well as
a register of persons exercising
ultimate control over those major
shareholders?
(3) Did the company establish and
enforce risk control and firewall
systems with its affiliated
businesses?
(4) Did the company stipulate internal
rules that prohibit company
insiders from trading securities
using information not disclosed
to the market?




(1) This Corporation has established a
system of spokespersons and deputy
spokespersons for handling
shareholder proposals, inquiries, and
other relevant matters.
(2) This Corporation has delegated a
dedicated person to manage relevant
information in order to effectively
assess shareholding by this
Corporation’s Directors,
Supervisors, managerial officers, and
major shareholders holding more
than 10% of its shares, and disclosed
this information according to the
statutory regulations.
(3) This Corporation has established
regulations to monitor the
subsidiaries and delegated personnel
to supervise the financial operations
of those subsidiaries..
(4) This Corporation has stipulated
Regulations for Prohibiting Insider
Trade that prohibit this
Corporation’s Directors,
Supervisors, employees, and other
insiders from using information not
yet disclosed to the market for
trading shares. These Regulations
may be perused at this Corporation’s
officialwebsite.


No gaps
3. Composition and responsibilities
of the Board of Directors
(1) Has a policy of diversity been
established and implemented for
the composition of the board of
directors?
(1) This Corporation stipulated Best
Practice Principles for Corporate
Governance that the composition of
the Board of Directors must consider
the diversity as well as principles of
diversity including basic criteria,
professional knowledge,and skills
No gaps
  • 18 -
Items assessed State of operations State of operations State of operations Gaps with the
Corporate
Governance Best
Practice Principles
for TWSE/TPEx
Listed Companies,
and the cause of the
said gaps
Yes No Summary
(2) In addition to salary and
remuneration committee and
audit committee established
according to law, has the
company voluntarily established
other functional committees?
(3) Did the company stipulate
regulations for assessing the
performance of the board of
directors and the process of
assessment? Are these
performance assessments carried
out regularly every year?
(4) Did the company regularly assess
the independence of CPA ?


which correspond to the operations,
business, and development required
by this Corporation. The composition
of this Corporation’s Board of
Directors shall consider the
members’ professional background,
skills and experiences required for
this Corporation’s businesses, and
principles of diversity. This
Corporation has a total of 7 Directors
including 2 Independent Directors
appointed to the position.
(2) This Corporation has established a
Salary and Remuneration Committee
and is expected to establish an Audit
Committee in 2017.
(3) The Salary and Remuneration
Committee shall formulate and
regularly review the policy, system,
standards, and structure for the
performance assessment, salary, and
remuneration of Directors,
Supervisors, and managerial officers,
and shall submit the Committee's
recommendations to the Directors’
Meeting for discussion.
(4) In addition to acquiring a declaration
of independence from the CPA, this
Corporation also conducts regular
annual reviews on the independence
of CPA hired. Assessment indicators
include whether or not the CPA: is a
Director or Supervisor of this
Corporation, is a Shareholder of this
Corporation, receives salary from this
Corporation, has major conflicts of
interest with this Corporation, is a
managerial officer involved with this
Corporation’s decision making
process, or has served in this
Corporation in the last 2 years before
providing accounting services.
Assessment results shall be submitted
to this Corporation’s Board of
Directors.
4. Has the TWSE/TPEx listed
company set up a full- (or part-)
time corporate governance unit or
personnelto beincharge of
The financial department of this
Corporation has designated personnel to
be in charge of corporate governance
affairs (includingfurnishinginformation
No gaps
  • 19 -
Items assessed State of operations State of operations State of operations Gaps with the
Corporate
Governance Best
Practice Principles
for TWSE/TPEx
Listed Companies,
and the cause of the
said gaps
Yes No Summary
corporate governance affairs
(including but not limited to
furnishing information required for
business execution by directors
and supervisors, handling matters
related to board meetings and
shareholders’ meetings, handling
corporate registration and
amendment registration, and
producing minutes of board
meetings and shareholders’
meetings)?
required for business execution by
Directors and Supervisors, handling
matters related to board meetings and
Shareholders’ Meetings, and producing
minutes of board meetings and
shareholders’ meetings).
5. Has the company established a
communication channel with
stakeholders (including but not
limited to shareholders, employees,
customers, and suppliers)? Has a
stakeholders’ area been established
in the company’s website? Has the
company addressed major
corporate social responsibility
(CSR) topics that the stakeholders
are concernedina proper manner?


This Corporation has established a CSR
area on its official website providing
contact information, emails, and other
channels of communication to
stakeholders so that they may raise topics
they are concerned with. These concerns
will then be promptly addressed by this
Corporation.

No gaps
6. Has the company delegated a
professional shareholder services
agent to handle shareholders’
meeting?
This Corporation has delegated the share
administration agency of Taishin
International Bank to handle shareholder
meetings and various services.
No gaps
7. Information disclosure
(1) Did the company establish a
website to disclose information
on financial operations and
corporate governance?
(2) Did the company adopt other
means of information disclosure
(such as establishing an English
language website, delegating a
professional to collect and
disclose company information,
implement a spokesperson
system, and disclosing the
process of investor conferences
on the company website)?

(1)This Corporation has set up a website
with special pages on investor services
and regular updates on financial
operations and corporate governance.
Website:
(www.chromaate.com).
(2) This Corporation has set up Chinese
and English language websites as well
as a special area for investor services.
A professional has been charged with
collecting information and providing
regular updates for financial
operations. This Corporation has
delegated a spokesperson and deputy
spokesperson. Investor conferences
are held on a regular basis, and
relevant information has been
disclosed using this Corporation's
officialwebsite.


No gaps
8. Has the company provided
important information to better
understand the state of corporate
governance (including butnot
1. Employees’ rights: Employee’s rights
are provided according to the Labor
Standards Act and HR regulations
establishedinthis Corporation.
No gaps
  • 20 -
Items assessed State of operations State of operations State of operations Gaps with the
Corporate
Governance Best
Practice Principles
for TWSE/TPEx
Listed Companies,
and the cause of the
said gaps
Yes No Summary
limited to employees’ rights,
employee care, investor relations,
supplier relations, stakeholders’
rights, progress of training of
directors and supervisors, risk
management policy and state of
implementing risk impact
standards, state of implementing
customer policies, and the
company’s purchase of liability
insurance for its directors and
supervisors)?
Employees’ feedback mail box,
communication channels, and various
discussion areas have been established
to provide a comprehensive selection
of channels for employees to raise
various issues within the Company.
2. Employee care: In addition to
providing a good office environment,
employees also enjoy a diverse
selection of recreational facilities such
as swimming pools and gyms. To help
uphold family virtues and to promote
harmony between parents and their
children, the recreational facilities are
also available for the employees and
their family members during weekends
and public holidays. Various health
seminars and subsidies to societies and
clubs are also available for employees
to select recreational activities after
work.
3. Investor relations: This Corporation
has established an investor's service
area in its official website as well as a
spokesperson and a deputy
spokesperson responsible for public
disclosure of company matters. This
Corporation also convenes investor
conferences on a regular basis and
discloses relevant information of
company operations on its official
website.
4. Supplier relations: The business
strategy adopted by this Corporation
upholds trust as the highest guiding
principle and respects every
commitment made with both suppliers
and stakeholders. This Corporation
aims at building positive and
interactive relationships with suppliers
and will not delay payments without
proper cause.
5. Stakeholders’ rights: To provide public
investors with transparent and prompt
information. The financial and business
information posted on the
Corporation’s website are regularly
updated.
6. Progress of training of Directors and
Supervisors: All Directors and
Supervisors within this Corporation
have academic backgrounds and

  • 21 -
Items assessed State of operations State of operations State of operations Gaps with the
Corporate
Governance Best
Practice Principles
for TWSE/TPEx
Listed Companies,
and the cause of the
said gaps
Yes No Summary
practical experiences in business
management that are applicable to the
business scope of this Corporation. The
financial, business, and professional
courses recently taken by this
Corporation’s Directors, Supervisors,
and managerial officers are listed
below (please refer to Note 1).
7. Implementation of risk management
policy and risk evaluation standards:
This Corporation has carefully
stipulated various internal control
regulations to manage and evaluate
various risks.
8. Execution of customer policies: This
Corporation is involved in the sales of
instruments and equipment, and
provides excellent product inquiry
response as well as rapid maintenance
and other post-sales services to ensure
that the production lines operate
smoothly while maintaining positive
customer relationships.
9. Liability insurance for Directors and
Supervisors of this Corporation:
Liability insurances have been taken
out for the Directors, Supervisors, and
other key employees of this
Corporation.
9. Improvements made in the most recent year in response to the results of corporate governance evaluation
conducted by the Corporate Governance Center of the Taiwan Stock Exchange Corporation, and prioritized
matters and measures to be improved upon for matters that have not been improved. (This section is no need
to be completed by the companies unlisted for evaluations.)
1. Improvements made in the most recent year:
(1) Every matter in the 2016 annual shareholders’ meeting was resolved by voting. The results of every
resolution are recorded within the meeting minutes.
(2) On the same day that the 2016 annual shareholders’ meeting was held, the results of every resolution
were uploaded to the designated online website for information disclosure.
(3) Electronic voting was adopted by the 2016 annual shareholders’ meeting.
(4)The English version of the annual report was uploaded 7 days prior to the date of the annual
shareholders’ meeting.
(5) This Corporation stipulated and disclosed the Corporate Governance Best Practice Principles.
(6) This Corporation stipulated and disclosed Best Practices for Ethical Corporate Management and Best
Practices for Corporate Social Responsibility.
(7) Stipulated corporate social responsibility (CSR) policy, management guidelines, and implementation
program, and disclosed actual achievements in the annual report and the website of this Corporation.
(8) Compiled a CSR report and acquired third party certification .
(9) Stipulated a whistle-blowing system and disclosed the said system on this Corporation’s website.
(10) Corporate annual reports and website discloses various employee benefit plans, retirement systems,
and status of implementation.
(11) Corporate annual reports and website discloses the employees’workenvironment andmeasures to
  1. Improvements made in the most recent year in response to the results of corporate governance evaluation conducted by the Corporate Governance Center of the Taiwan Stock Exchange Corporation, and prioritized matters and measures to be improved upon for matters that have not been improved. (This section is no need to be completed by the companies unlisted for evaluations.)

  2. Improvements made in the most recent year:

  3. (1) Every matter in the 2016 annual shareholders’ meeting was resolved by voting. The results of every resolution are recorded within the meeting minutes.

  4. (2) On the same day that the 2016 annual shareholders’ meeting was held, the results of every resolution were uploaded to the designated online website for information disclosure.

  5. (3) Electronic voting was adopted by the 2016 annual shareholders’ meeting.

  6. (4)The English version of the annual report was uploaded 7 days prior to the date of the annual shareholders’ meeting.

  7. (5) This Corporation stipulated and disclosed the Corporate Governance Best Practice Principles.

  8. (6) This Corporation stipulated and disclosed Best Practices for Ethical Corporate Management and Best Practices for Corporate Social Responsibility.

  9. (7) Stipulated corporate social responsibility (CSR) policy, management guidelines, and implementation program, and disclosed actual achievements in the annual report and the website of this Corporation.

  10. (8) Compiled a CSR report and acquired third party certification .

  11. (9) Stipulated a whistle-blowing system and disclosed the said system on this Corporation’s website. (10) Corporate annual reports and website discloses various employee benefit plans, retirement systems, and status of implementation.

(11) Corporate annual reports and website discloses the employees’ work environment and measures to

  • 22 -
Items assessed State of operations State of operations State of operations Gaps with the
Corporate
Governance Best
Practice Principles
for TWSE/TPEx
Listed Companies,
and the cause of the
said gaps
Yes No Summary
safeguard personal safety.
(12) Established an organization responsible for implementing CSR. The operations and implementation
status of the said organization are provided within the corporate annual report and website.
2. Prioritized the matters to be improved and the measures to be taken: This Corporation plans to establish
an Audit Committeein 2017.

Note 1: Training status of this Corporation’s Directors and Supervisors in 2016 to the date of publication of this report.


report.
Title
Name
Training date
Organizer
Course title

Chairperson
of the Board
Independent
director
Independent
director
Supervisor
Leo
Huang
Tsung-
ming
Chung
Quincy
Lin
Chi-jen
Chou
September
26, 2016
July 6,
2016
October
29, 2016
April 19,
2016
December
15, 2016
April 1,
2016
Taiwan Academy of Banking
and Finance
Taiwan Corporate Governance
Association
Taiwan Corporate Governance
Association
Securities and Futures Institute
Securities and Futures Institute
Securities and Futures Institute
Corporate Governance Forum -
Cross-Strait Anti-Avoidance Clause
Trends in the evolution of leases
and taxes.
Corporate governance structure and
operations of the Board of Directors
How to establish effective systems
in detecting and preventing
malpractice and set up whistle-
blowing systems to enhance
corporate governance
Early warnings for corporate
financial crisis and analyzing the
types of crisis
2016 Corporate Governance Forum
series - Conference on insider
trading and CSR
Training

hours
3
3
3
3
3
3

Corporate governance training for managerial officers of this Corporation in 2016 up to the publication date of this report:

Title
Name
Training
date
Organizer
Accounting Research and
Development Foundation
Course title
Continuing Training
Class for Principal
Accounting Officers of
Issuers, Securities Firms,
and Securities Exchanges
Training
hours
Deputy
General
Manager,
Finance &
Administration
Center
Paul
Ying
August 4,
2016 to
August 5,
2016
12
  • 23 -

(4) Composition, duties, and operations of the Salary and Remuneration Committee

  1. Information on the members of the Salary and Remuneration Committee
Identity
(Note 1)
Condition
Name
Has more than 5 years of work experience
and the following professionalqualifications
Has more than 5 years of work experience
and the following professionalqualifications
Has more than 5 years of work experience
and the following professionalqualifications
Compliant to the requirements
of independence(Note 2)
Compliant to the requirements
of independence(Note 2)
Compliant to the requirements
of independence(Note 2)
Compliant to the requirements
of independence(Note 2)
Compliant to the requirements
of independence(Note 2)
Compliant to the requirements
of independence(Note 2)
Compliant to the requirements
of independence(Note 2)
Compliant to the requirements
of independence(Note 2)
Number of
salary and
remuneration
committee
memberships
concurrently
held in other
public
companies
Notes
Currently
serving as an
instructor or
higher post in a
private or public
college or
university in the
field of
business, law,
finance,
accounting, or
the business
sector of a
company.

Currently
serving as a
judge,
prosecutor,
lawyer,
accountant, or
other
professional
practice or
technician that
must undergo
national
examinations
and specialized
license.

Has professional
experience
necessary for
business
administration,
legal affairs,
finance,
accounting, or
business sector
of the company.

1
2 3 4 5 6 7 8
Independent
director
Tsung-ming
Chung
1
Independent
director
Quincy Lin 2
Other Chao-min
Yang
0
  • Note 1: For identity, please annotate whether the person is a director, independent director, or others.

  • Note 2: For any committee member who fulfill the relevant condition(s) 2 years before being elected or during the term of office, please mark the [  ] sign in the field next to the corresponding condition(s).

  • (1) Not employed by the company or an affiliated business.

  • (2) Not a director or supervisor of the company or an affiliated business. However, this restriction does not apply in cases where the person is an independent director of the company, its parent or subsidiary established in pursuant to this law or local laws.

  • (3) Not a natural person shareholder who holds more than 1% of issued shares or is ranked top 10 in terms of the total quantity of shares held, including the shares held in the name of the person’s spouse, minor children, or in the name of others.

  • (4) Not a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship in the 3 preceding items.

  • (5) Not a director, supervisor, or employee of a corporate shareholder that directly holds more than 5% of the total number of issued shares of the company or is ranked top 5 in terms of quantity of shares held.

  • (6) Not a director (member of the governing board), supervisor (member of the supervising board), managerial officer, or shareholder holding more than 5% of shares of a specified company or institution that has a financial or business relationship with the company.

  • (7) Not a professional individual or owner, partner, director (member of the governing board), supervisor (member of the supervising board), or managerial officer of a sole proprietorship, partnership, company, or institution that provides commercial, legal, financial, accounting, or consultation services to the company or to any affiliated business, or spouse thereof.

  • (8) Where none of the circumstances in the subparagraphs of Article 30 of the Company Act applies.

  • 24 -

  • Operations of the Salary and Remuneration Committee

  • (1) This Corporation has a Salary and Remuneration Committee composed of 3 members. (2) Duration of the current term of service: June 19, 2014 to June 10, 2017. In 2016, a total of 2 Salary and Remuneration Committee meetings (A) were held. The following lists member qualifications and presence for these meetings:

Title Name Actual
presence (B)
Delegated
presence
Rate of actual presence
(%) (/) (Note)
Notes
Committee
chair
Tsung-ming
Chung
2 - 100%
Member Quincy Lin 1 1 50%
Member Chao-min
Yang
2 - 100%
Other items that shall be recorded:
1. If the Board of Directors choose not to adopt or revise recommendations proposed by the
Salary and Remuneration Committee, the date of the Directors’ Meeting, session, contents
discussed, results of meeting resolutions, and the company’s disposition of opinions provided
by the Salary and Remuneration Committee shall be described in detail (also, where the salary
and remuneration approved by the Directors’ Meeting is better than that recommended by the
Salary and Remuneration Committee, the differences and the reason for the approval shall be
described in detail): None.
2. Where resolutions of the Salary and Remuneration Committee include dissenting or qualified
opinion which is on record or stated in a written statement, the date, session, contents
discussed, opinions from every member, and disposition of the members’ opinions shall be
described in detail: None.
  • Note: If members of the Salary and Remuneration Committee resign before the end of the year, the Notes column shall be annotated with the date of resignation. Actual presence rate (%) shall be calculated using the number of Salary and Remuneration Committee meetings convened and actual presence during the term of service.

  • 25 -

(5) Fulfillment of social responsibilities

Items assessed State of operations State of operations State of operations Gaps with the
Corporate Social
Responsibility
Best Practice
Principles for
TWSE/TPEx
Listed
Companies and
root causes
Yes No Summary
1. Implementation of corporate
governance
(1) Has the company stipulated
corporate social responsibility (CSR)
policies and systems and reviewed
the effectiveness of CSR actions?
(2) Has the company provided regular
training regarding CSR topics?
(3) Has the company established an
exclusively (or concurrently)
dedicated unit for promoting CSR? Is
the unit empowered by the board of
directors to implement CSR activities
at upper management levels? Does
the unit report the progress of such
activities to the board of directors?
(4) Has the company established a
relevant salary and remuneration
policy and combined its employee
performance assessment system with
CSR policies? Has the company
established a clear reward and penalty
system?





(1) This Corporation has stipulated the
Best Practices for Corporate Social
Responsibility and issued a second
CSR Report in 2016. BSI was
commissioned to adopt moderate
assurance of AA1000 Assurance
Standard as the auditing standards,
and provided this Corporation with
a third-party verification statement.
(2) Environmental Safety and Health
(ESH) units organized seminars on
safety, heath, and healthcare. The
Welfare Committee also organized
donation drives and charity
performances for the Taiwan Fund
for Children and Families to
encourage employees participating
in social charity.
(3) ESH unit shall concurrently
implement CSR activities,
integrate various CSR efforts and
results from other departments, and
provide summary reports on CSR
activities to upper management on
a regular basis.
(4) This Corporation has established a
comprehensive performance
assessment system linked with
regulations governing employee
rewards and penalties which were
then implemented accordingly.
No gaps
2. Developing a sustainable environment
(1) Is the company committed to
improving usage efficiency of
various resources and utilizing
renewable resources to reduce
environmental impact?
(2) Has the company referred to the
nature of its industry to establish a
suitable environment management
system (EMS)?

(1)This Corporation is dedicated to
developing green products, reduce
the use of hazardous substances
(HS), and generate lead-free
production processes. Specific waste
products and domestic wastes from
the employees would undergo
recycling and reuse. Promotion of
relevant policies and garbage sorting
would reduce the generation of
wastes to properly fulfill the
Corporation’s obligations in
environmental protection.
(2)All environmental health and safety
(EHS) operations such as periodic
tracking of waste production,
stipulating waste reduction goals,
promoting resource recycling, and
No gaps
  • 26 -
Items assessed State of operations State of operations State of operations Gaps with the
Corporate Social
Responsibility
Best Practice
Principles for
TWSE/TPEx
Listed
Companies and
root causes
Yes No Summary
(3) Is the company concerned with
changes to the global climate and
how it may affect business activities?
Has the company implemented
greenhouse gas (GHG) inventory
checks and stipulated strategies for
reducing energy consumption,
carbon emissions, and greenhouse
gas production?

establishing various energy saving
plans have been implemented
according to statutory regulations to
achieve the energy saving and
environmental conservation
objectives.
(3)As part of its continuing focus on
climate change, this Corporation
invested in various measures such as
enhancing the efficiency of air
conditioning and ice storage,
removing and improving energy
consuming hardware, promoting
proper air conditioning temperatures,
improving energy use monitoring,
using water saving washers, and
replacing public lighting equipment
throughout the entire facility with
LED lights in order to achieve
energy saving and carbon reduction
and cut down energy consumption
while purchasing 100,000 kWh of
green energy to further reduce
carbon emissions and fulfill the
Corporation’s responsibilities in
environmental protection.
3. Sustaining community services
(1) Has the company referred to relevant
laws and international human rights
instruments to stipulate relevant
management policies and procedures?
(2) Has the company established
employee appeal system and
channels, and are employee appeals
handled appropriately?
(3) Has the company provided
employees with safe and healthy
work environments as well as regular
classes on health and safety?



(1) This Corporation is compliant to the
Labor Standards Act, Employment
Service Act, Act of Gender Equality
in Employment and other relevant
laws, and has referenced relevant
labor laws to stipulate various
human resource regulations for
areas such as personnel
employment, working hours, and
salaries to protect the employees’
rights.
(2) To improve internal communication,
this Corporation has established
employee appeal helpline and email
addresses. Dedicated personnel have
been assigned to handle and file
these appeals.
(3) To provide fellow employees with a
friendly, safe, and healthy work
environment, the following measures
were implemented: safety and health
training courses and healthcare
seminars; regular Physician tours and
fire safety drills; establishment of
dedicated safety and health
management unit and clinics with
resident traditional Chinese medical
doctors and western physicians
providing healthcare services; and



No gaps
  • 27 -
Items assessed State of operations State of operations State of operations Gaps with the
Corporate Social
Responsibility
Best Practice
Principles for
TWSE/TPEx
Listed
Companies and
root causes
Yes No Summary
(4) Has the company established a
system to regularly communicate
with its employees, and used
appropriate means to notify
employees of operation changes that
may result in material impacts?
(5) Has the company established
effective career competence training
plan for its employees?
(6) Has the company established relevant
policies and systems of appeal for
consumer rights in the processes of
research and development,
purchasing, production, operations,
and services?
(7) Is the company compliant with
relevant laws and international laws
governing the marketing and labeling
of its products and services?
(8) Has the company assessed any record
of a supplier’s impact on the
environment and society before
engaging in commercial dealings
with the said supplier?
(9) Do contracts between the company
and its major suppliers include terms
where the company may terminate or
rescind the contract at any time if the
said supplier has violated the
company's corporate social









providing various plant areas with
automated external defibrillators
(AED).
(4) To improve the efficiency of internal
communication and encourage
fellow employees to provide
recommendations, this Corporation
has established various
communication channels such as
employee communication helpline,
emails, and physical opinion boxes.
Various activities and events have
also been announced through the
electronic bulletin board.
(5) This Corporation has established the
Education and Training
Management Regulations which
were used with career plans to
implement employee training to
cultivate and develop professional
competences of employees.
(6) This Corporation has stipulated
internal regulations on various
processes such as research and
development, purchasing,
production, sales and services, and
customer complaint and feedback
management. A dedicated sales
service unit has been established to
respond to customer inquiries on
post-sales services and product use
as well as customer complaints and
feedback.
(7) All marketing and labeling of this
Corporation's products and services
are compliant to relevant laws and
international standards.
(8) This Corporation has established the
Supplier Management Regulations
that stipulate supplier assessments
before any commercial dealings. The
scope of the said assessments
included quality system
requirements, production control,
lead-free process management,
purchasing and incoming material
management, and training.
Assessment results were used as a
basis for selecting qualified
suppliers.
(9) Suppliers were required to sign
Declaration for Environmental
Protection which includes terms
stipulating that this Corporation may
terminate contractual agreements if
the supplier violates environmental

  • 28 -
Items assessed State of operations State of operations State of operations Gaps with the
Corporate Social
Responsibility
Best Practice
Principles for
TWSE/TPEx
Listed
Companies and
root causes
Yes No Summary
responsibility policy and have caused
significant impact upon the
environment and society?
protection laws and requirements.
4. Improvement of information
disclosure
(1) Does the company disclose relevant
and reliable information relating to
CSR on its official website or the
Market Observation Post System
(MOPS)?
This Corporation has established an
electronic bulletin board to promptly
report any of its activities. CSR reports
and information related to social
responsibility activities were also
disclosed on the Corporation’s official
website.
No gaps
5. Where the company has stipulated its own Best Practices on CSR according to the Corporate Social
Responsibility Best Practice Principles for TWSE/TPEx Listed Companies, please describe any gaps
between the prescribed best practices and actual activities taken by the company:
This Corporation has stipulated Best Practices on Corporate Social Responsibility which provided various
specifications on environmental management, community services, human rights, stakeholders’ rights, and
participation in community services. These Best Practices may be perused at the Corporation's website. For
the status of CSR operations of this Corporation, please peruse the CSR reports compiled by the
Corporation.
6. Any important information that is useful to understanding the state of CSR operations:
(1) Environmental responsibility:
• Increase responsibilities for environmental protection, actively promote clean energy technologies,
and provide green companies with automated testing solutions.
• Actively introduce lead-free production processes and use of green materials to enhance the green
supply chain.
• Actively reduce energy wastage in office environments.
• Promote paper-free processes, waste paper recycling, and monitor and record the use of printer paper.
(2) CSR activities carried out in 2016
Donation activities in 2016 include: Taiwan Fund for Children and Families Kaohsiung Office, Boyo
Social Welfare Foundation, Chiu Tsai-Hsing Culture and Education Foundation, Taiyuan Arts and
Culture Foundation, Paper Windmill Culture and Education Foundation, and Yunlin County Datzu
Social Welfare Charity Foundation.
Supporting topics of social concern and clean energy policies also demonstrate this Corporation’s focus
and environmentally friendly approach towards the development of energy sustainability. As a developer
of clean energy equipment, it is imperative for Chroma ATE Inc. to demonstrate support to the said
policies. This Corporation therefore subscribed 100,000 kWh of green energy from Taiwan Power
Company to further reduce carbon emissions.
7. Any review standards of certification bodies that the company’s CSR report have been qualified for shall be
described:
The CSR Report of this Corporation published in 2016 is certified by BSI that has adopted moderate
assurance levels of AA1000 Assurance Standard as the verification standards.
  1. Where the company has stipulated its own Best Practices on CSR according to the Corporate Social Responsibility Best Practice Principles for TWSE/TPEx Listed Companies, please describe any gaps between the prescribed best practices and actual activities taken by the company:

  2. This Corporation has stipulated Best Practices on Corporate Social Responsibility which provided various specifications on environmental management, community services, human rights, stakeholders’ rights, and participation in community services. These Best Practices may be perused at the Corporation's website. For the status of CSR operations of this Corporation, please peruse the CSR reports compiled by the Corporation.

  3. Any review standards of certification bodies that the company’s CSR report have been qualified for shall be described: The CSR Report of this Corporation published in 2016 is certified by BSI that has adopted moderate assurance levels of AA1000 Assurance Standard as the verification standards.

  4. 29 -

(6) Compliance with ethical corporate management and measures implemented

Items assessed State of operations State of operations State of operations Gaps with the
Ethical
Corporate
Management
Best Practice
Principles for
TWSE/TPEx
Listed
Companies,
and the cause
of the said gaps
Yes No Summary
1. Stipulating policies and plans for
ethical corporate management
(1) Has the company clearly indicated
policies and activities related to
ethical corporate management in its
bylaws and external documents, and
are the company’s directors and
management actively fulfilling their
commitment to corporate policies?
(2) Has the company stipulated a plan
to forestall unethical conduct? Has
the company clearly prescribed
procedures, best practices, and
disciplinary and appeal systems for
violations within the said plan? Is
the plan implemented accordingly?
(3) Has the company established
preventive measures for the items
prescribed in Article 7, Paragraph 2
of the Ethical Corporate
Management Best Practice
Principles for TWSE/TPEx Listed
Companies or business activities
with a higher risk of being involved
in an unethical conduct within the
company’s scope of business?




(1) This Corporation has stipulated the
Best Practices for Ethical Corporate
Management, Operational Rules for
Best Practices for Ethical Corporate
Management, Standards for Ethical
Conduct, Regulations for Employee
Reward and Disciplinarian Actions,
Supplier Management Regulations,
and other relevant laws to actively
enforce its ethical corporate
management policies.
(2) The Operational Rules for Best
Practices for Ethical Corporate
Management of this Corporation
clearly stipulate a plan to forestall
unethical conduct and prescribed
procedures, best practices, and
disciplinary and appeal systems for
violations within the said plan. The
plan is also implemented accordingly.
This Corporation stipulated the
Regulations for Employee Reward
and Disciplinarian Actions as the
basis for rewarding and penalizing
employee conduct. The rewarding and
penalizing of employee conduct,
disciplinarian actions taken against
violations, and handling of personal
appeals are implemented according to
these Regulations.
(3) In addition to communication to
internal personnel of this Corporation
regarding the importance of ethical
conduct and prescribing various
procedures for handling and
forestalling unethical conducts within
the Operational Rules for Best
Practices for Ethical Corporate
Management, this Corporation also
requires suppliers to sign a Supplier
Commitment towards Business
Integrity that clearly stipulate a
prohibition against improper or
unethical conduct during the process
of business transaction.

No gaps
2. Implementing ethical corporate
management
(1) Has the company evaluated ethical
records of its counterparty? Does
the contract signed by the company
and its trading counterparty clearly
provide terms on ethical conduct?
(1)To ensure that mutual trust and integrity
form the basis of all business dealings,
this Corporation’s management
regulations have provided that suppliers
must sign a letter of commitment towards

No gaps
  • 30 -
Items assessed State of operations State of operations State of operations Gaps with the
Ethical
Corporate
Management
Best Practice
Principles for
TWSE/TPEx
Listed
Companies,
and the cause
of the said gaps
Yes No Summary
(2) Has the company established an
exclusively (or concurrently)
dedicated unit for promoting ethical
corporate management that answers
to the board of directors? Does the
said unit regularly report to the
board of directors on the state of its
activities?
(3) Has the company established
policies preventing conflict of
interests, provided proper channels
of appeal, and enforced these
policies and channels accordingly?
(4)Has the company established
effective accounting systems and
internal control systems to enforce
ethical corporate management? Are
regular audits carried out by the
company’s internal auditor or
commissioned to a CPA?
(5) Does the company regularly
organize internal and external
training for ethical corporate
management?



business integrity which clearly
prohibited any improper or unethical
conduct in business activities and
immediate blacklisting of any violators.
Standard purchasing / sales contracts of
this Corporation also clearly stipulate
terms for business integrity and
prohibition of unethical dealings and
conduct.
(2) This Corporation designated Internal
Auditor directly under the Board of
Directors as the responsible owner for
revising, implementing, interpreting,
providing counseling services,
reporting, registering, and filing the
contents of the Operational Rules for
Best Practices for Ethical Corporate
Management, supervising the
implementation of these rules, and
providing regular reports to the Board
of Directors.
(3)This Corporation stipulated the
Operational Rules for Best Practices
for Ethical Corporate Management
that clearly stipulates a policy to
prevent conflicts of interest. The
official website of this Corporation
also provides an independent whistle-
blowing e-mail and hotline, providing
a channel for internal personnel of
this Corporation and external
personnel to present their cases. Any
matter of whistle-blowing shall be
immediately handled by the
responsible owner.
(4)To achieve ethical corporate
management, this Corporation has
referred to key constituents of
internal systems to establish effective
accounting systems and internal
control systems. The internal auditor
shall also conduct audits according to
the annual audit plan.
(5)Newly hired employees are regularly
provided with lectures on this
Corporation’s organization, culture,
and important ethical conduct while
highlighting the importance of ethics
at both individual and professional
levels. Internal awareness programs
conveying the importance of ethics
are also held once every year to the
employees.

3. Status for enforcing whistle-blowing No gaps
  • 31 -
Items assessed State of operations State of operations State of operations Gaps with the
Ethical
Corporate
Management
Best Practice
Principles for
TWSE/TPEx
Listed
Companies,
and the cause
of the said gaps
Yes No Summary
systems in the company
(1) Has the company established
concrete whistle-blowing and
reward systems and accessible
whistle-blowing channels? Does the
company assign a suitable and
dedicated individual for the case
being exposed by the whistle-
blower?
(2) Has the company stipulated standard
operating procedures (SOP) and
relevant systems of confidentiality
for investigating the case being
exposed by the whistle-blower?
(3) Has the company adopted
protection against inappropriate
disciplinary actions for the whistle-
blower?




(1) This Corporation has established and
announced an independent whistle-
blowing e-mail and hotline, allowing
whistle-blowers to contact
responsible personnel in the
Corporation for any findings.
(2) This Corporation stipulated standard
operation procedures for handling
whistle-blowing investigations as
well as confidentiality mechanisms.
The handling personnel shall
investigate the case being exposed by
the whistle-blower, generate records,
submit a report, file relevant
documents, and ensure confidentiality
of the whistle-blower’s identity and
the content of the reported case.
(3) This Corporation stipulated standard
operation procedures for handling
whistle-blowing investigations as
well as confidentiality mechanisms to
ensure the confidentiality of the
whistle-blower’s identity and the
content of the reported case.


4. Improvement of information
disclosure
(1) Has the company disclosed the
contents of its best practices for
ethical corporate management and
the effectiveness of relevant
activities on its official website or
Market Observation Post System
(MOPS)?
This Corporation has established an
electronic bulletin board, providing
prompt announcements to relevant
regulations and activities. Any
regulations related to corporate
governance as well as compliance to
ethical conduct shall also be disclosed
on this Corporation’s official website.
No gaps
5. Where the company has stipulated its own best practices on ethical corporate management according to the
Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies, please
describe any gaps between the prescribed best practices and actual activities taken by the company:
The Best Practices for Ethical Corporate Management of this Corporation was promulgated on December
23, 2015, and the Operational Rules for Best Practices for Ethical Corporate Management was
promulgated on December 27, 2016 specified that directors, supervisors, managerial officers, and
employees may not directly or indirectly offer, request, or accept any improper benefits for personal profit
during business activities. This Corporation also stipulated Standards for Ethical Conduct and Regulations
for Employee Reward and Disciplinarian Actions. For details on the operations and enforcement of ethical
corporate management in this Corporation, please refer to Section 3. Status of corporate governance (6)
Compliance to ethical corporate management and measures implemented of this Report. For details on this
Corporation’s Best Practices for Ethical Corporate Management, Standards for Ethical Conduct, and
Operational Rules for Best Practices for Ethical Corporate Management please visit the MOPS or the
Corporation's official website.
6. Any important information to better understand the company’s implementation of ethical corporate
management (for example, any review or amendment to best practices for ethical corporate management
  1. Where the company has stipulated its own best practices on ethical corporate management according to the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies, please describe any gaps between the prescribed best practices and actual activities taken by the company:

The Best Practices for Ethical Corporate Management of this Corporation was promulgated on December 23, 2015, and the Operational Rules for Best Practices for Ethical Corporate Management was promulgated on December 27, 2016 specified that directors, supervisors, managerial officers, and employees may not directly or indirectly offer, request, or accept any improper benefits for personal profit during business activities. This Corporation also stipulated Standards for Ethical Conduct and Regulations for Employee Reward and Disciplinarian Actions. For details on the operations and enforcement of ethical corporate management in this Corporation, please refer to Section 3. Status of corporate governance (6) Compliance to ethical corporate management and measures implemented of this Report. For details on this Corporation’s Best Practices for Ethical Corporate Management, Standards for Ethical Conduct, and Operational Rules for Best Practices for Ethical Corporate Management please visit the MOPS or the Corporation's official website.

  1. Any important information to better understand the company’s implementation of ethical corporate management (for example, any review or amendment to best practices for ethical corporate management

  2. 32 -

Items assessed State of operations State of operations State of operations Gaps with the
Ethical
Corporate
Management
Best Practice
Principles for
TWSE/TPEx
Listed
Companies,
and the cause
of the said gaps
Yes No Summary
of the company): None.
  • (7) If the company has stipulated best practices for corporate governance and other relevant bylaws, the means to search for these bylaws shall be disclosed.

Please refer to the MOPS or this Corporation’s official website for the Best Practice Principles for Corporate Governance stipulated by this Corporation and specifications provided by this Best Practice on protecting the shareholders’ rights, enhancing the functions of the Board of Directors, respecting the rights stakeholders’ rights, and increasing information transparency.

  • (8) Other important information to achieve better understanding on the state of corporate governance activities

  • This Corporation has stipulated Regulations for Prohibiting Insider Trade as the basis for the disclosure system of important news and information from this Corporation. This Corporation also conducts non-periodic inspections of these Regulations to ensure compliance to statutory regulations and have posted these Regulations on the internal website of this Corporation for inquiry.

  • (9) Protective measures for the safety of the work environment and personal safety of the employees

  • 1.Environmental protection: Implementation of and compliance with ISO 14001 Environmental management system (EMS), using ISO 14001 as the highest guiding principles for stipulating environmental protection policies:

  • (1) Enforcement of environmental protection laws: Audits for relevant environmental protection laws were implemented to comply with the requirements of environmental protection laws stipulated by the competent authority.

  • (2) Innovation in resource use: Maximize the benefit of usable resources to reduce wasteful conduct, environmental pollution, and energy consumption.

  • (3) Sustaining green production: Regular audits and reviews to ensure the proper enforcement of environmental policies and achievement of continuous improvements to jointly safeguard an environmentally friendly global village.

  • Safety and health: Implementation of and compliance with the Taiwan Occupational Safety & Health Management System (TOSHMS) to stipulate occupational safety and health (OSH) policies and using TOSHMS as the highest guiding principles for OSH management and decision making within this Corporation:

  • (1) Employee safety:

    • Employee fire safety teams shall work with local fire departments to conduct fire safety and evacuation exercises, disaster prevention, and practical disaster response drills.

    • Established and enforced self-inspection plans to regularly inspection, maintain, and repair high- and low-voltage electrical equipment, elevators, air conditioning, fire safety equipment, potable water, water towers, and other forms of machinery and equipment to safeguard employee safety.

    • Commissioned professional cleaning companies to maintain building sanitation and implement sterilization processes.

    • Commissioned qualified security firms to enforce access controls and security

  • 33 -

operations.

  • (2) Employee insurance:

  • Used relevant laws and table of insurance ranges as the basis to provide employees with labor and health insurances.

  • Provided social insurances for personnel stationed overseas in accordance with local laws.

  • Provided employees with regular life insurance, accidental injury insurance, accident and health insurance, hospitalization insurance, cancer healthcare insurance, and workplace accident insurance.

  • (3) Physical and mental health and healthcare for employees

  • Commissioned qualified medical institutions to provide regular employee health examinations, and implement healthcare management to safeguard employee health.

  • Included Sexual Harassment Prevention Act within the employees’ work regulations, established a Sexual Harassment Prevention Committee, and delegated dedicated personnel for handling such matters.

  • Established breastfeeding rooms and organized cervical smear screening, mammogram screening, and other female employee healthcare measures every year.

  • Established AED in every plant area and organized relevant training courses to improve workplace safety.

  • Established employee recreation centers with swimming pools, SPA, gyms, dance classrooms, equipment and other materials for employee use.

  • Provided cancer screening to promote employee healthcare for early detection and prompt treatment of diseases.

  • Provided courses on emotional management, interpersonal communication, and healthy diets.

  • Actively promoted smoke-free workplaces and activities, and prohibited smoking in all office areas.

  • Established an Occupational Welfare Committee to regularly organize various employee welfare activities. This Corporation also established various societies and clubs to provide various recreational and health activities for employees.

  • •Hosted health promoting activities every year including healthy meals, aerobic exercises and health seminars in reducing the prevalence of metabolic syndrome.

  • 34 -

(10) State and implementation of the internal control system

1. The Statement on Internal Control System

Chroma ATE Inc. The Statement on Internal Control System

Date: February 21, 2017

This Corporation makes the following statement according to the self-evaluation conducted of its internal control system of 2016:

  1. This Corporation has achieved full understanding that the establishment, implementation, and maintenance of the internal control system (ICS) are the responsibilities of this Corporation’s Board of Directors and managerial officers, and have established the said system accordingly. The objectives of ICS include achieving various objectives in business benefits and efficiency (including profitability, performance, and protection of assets and safety); ensuring the reliability, timeliness, transparency, and regulatory compliance of reporting; and providing reasonable assurance.

  2. All ICS are bound by natural limitations and regardless of the robustness of designs, effective ICS can only provide reasonable assurance for the 3 objectives listed above. Also, the efficacy of the ICS will also change with the changing environment or context. However, this Corporation’s internal control system has been furnished with self-monitoring systems. This Corporation shall also initiate corrective actions for any verified defects.

  3. This Corporation shall refer to the Regulations Governing Establishment of Internal Control Systems by Public Companies (hereinafter referred to as “ICS Regulations”) to stipulate assessment items for determining the effectiveness of the ICS as well as the performance of the designs and implementation of the system. The ICS is divided into 5 key components according to the process of management control to generate ICS assessment items used by the ICS Regulations, namely: 1. Control environment; 2. Risk assessment; 3. Control activities; 4. Information and communications and; 5. Monitoring activities. Each key component also includes a number of sub-items. For the aforementioned items, please refer to the provisions provided in the ICS Regulations.

  4. This Corporation has already adopted the aforementioned ICS assessment items to evaluate the effectiveness of ICS design and implementation.

  5. This Corporation has referred to the results of the aforementioned assessments and determined that this Corporation’s ICS (including monitoring and management of its subsidiaries) of December 31, 2016, including this Corporation’s understanding of the level of effectiveness and efficiency of business operations achieved, the reliability, timeliness, transparency, and regulatory compliance of reporting, the compliance with applicable laws, regulations, and bylaws, are effectively designed and implemented and capable of reasonably ensuring the attainment of the aforementioned objectives.

  6. This Statement shall be a major content of this Corporation’s annual report and prospectus, and shall be publicly disclosed. Where any of the disclosed content contain misrepresentations, nondisclosures, or other illegal acts, this Corporation shall be subject to legal responsibilities provided in Articles 20, 32, 171, a and 174 of the Securities and Exchange Act.

  7. We hereby declare that this Statement has been approved by the Board of Directors on February 21, 2017. Amongst the 5 Directors present in the meeting, none held dissenting opinions, and the remaining have all agreed with the contents of this Statement.

Chroma ATE Inc.

Chairperson of the Board: Leo Huang

General Manager: Leo Huang

  1. Any CPA commissioned to conduct a project review of the ICS shall disclose the CPA’s audit report: None.

  2. 35 -

  3. (11) Any legal penalty enacted upon this Corporation and its personnel, or any penalty, major defects, and state of improvements enacted by this Corporation upon its personnel for violating the rules of the ICS during the most recent year up to the publication date of this report: None.

  4. (12) Major resolutions of the Board of Shareholders and Board of Directors in the most recent year up to the publication date of this report

  5. Major resolutions of the Board of Shareholders and state of implementation

Date Annual Shareholders’ Meeting of 2016 convened 2016.06.07 1. Approved the amendments to the Articles of Incorporation of this Corporation. State of implementation: Approved by resolution. Changes were made to the Articles of Incorporation. 2. Confirmed the 2015 Annual Business Report and Financial Statement of this Corporation. State of implementation: Approved by resolution. 3. Approved the surplus allocation proposal of 2015 of this Corporation. State of implementation: Approved by resolution. Ex-dividend date was set to August 15, 2016. Cash dividend for the shareholders was completely paid in August 31, 2016. (Dividend per share: NT$ 2.37259748). 4. Approved the issuance of this Corporation’s new restricted employee shares. State of implementation: Approved by resolution. 3,100,000 shares have been issued on July 8, 2016. 2. Key resolutions of the Board of Directors 2016.02.23 1. Approved the employee's compensation issuance proposal of 2015 for this Corporation. 2. Approved remuneration for Directors and Supervisors as well as transport fees for presence at the Directors’ Meeting for this Corporation. 3. Approved the 2015 Business Report and Financial Statement of this Corporation. 4. Approved the surplus allocation proposal of 2015 of this Corporation. 5. Approved the scheduling for the annual shareholders’ meeting for 2016 and items raised by the shareholders to be reviewed. 6. Approved the Business Plan of 2016 for this Corporation. 7. Ratified the investment plan for Adlink Technology Inc. 8. Approved capital loans to Chroma Japan Corp. 9. Approved capital loans to overseas subsidiaries 100% owned by this Corporation. 10. Composed The Statement on Internal Control System of 2015 of this Corporation. 11. Approved the assessment results on this Corporation's capability in generating financial reports independently. 12. Approved the stipulation of and Best Practices for Corporate Governance and Best Practices for Corporate Social Responsibility of this Corporation. 13. Approved salary adjustments for managerial officers for 2016. 14. Approved amendments to the Regulations for Top Management Remuneration of this Corporation. 15. Approved the issuance of this Corporation’s new restricted employee shares. 2016.03.24 Approved a list of stock subscriptions for employee stock warrants issued by this Corporation in 2015. 2016.04.29 1. Business Performance Report - First Quarter 2016 2. Formulated this Corporation's capital increase date for the second issuance of unsecured convertible corporate bonds in exchange for new shares and employee stock option certificates.

  • 36 -

  • Approved endorsements and guarantees for Chroma Ate Inc (USA). 4. Approved line of credit extension proposal for financial institutions of this Corporation. 5. Approved capital increase for Adivic Technology Co. 2016.07.01 1. Formulated this Corporation's capital increase date for the second issuance of unsecured convertible corporate bonds in exchange for new shares and employee stock option certificates. 2. Ratified amendments to the Regulations for the Issuance of New Restricted Employee Shares of 2016 of this Corporation. 3. Issuance of new restricted employee shares of this Corporation. 4. Stipulated the proposal for record date, suspension of conversion of convertible corporate bonds, adjustments to the prices of convertible bonds, and adjustments to the prices of employee stock warrants of 2016 for this Corporation. 5. Approved employees’ compensation allocated to managerial officers for 2015. 2016.07.28 1. Financial Report of second quarter, 2016 2. Approved the capital loan proposal to Chroma Systems Solutions, Inc. 3. Approved endorsements and guarantees for Chroma Japan Corp. 2016.11.07 1. Financial Report of third quarter, 2016 2. Formulated this Corporation's capital increase date for the second issuance of unsecured convertible corporate bonds in exchange for new shares and employee stock option certificates. 3. Approved capital loans to Chroma Japan Corp. 4. Approved an endorsement/guarantee to Quantel Private Ltd. 5. Approved line of credit extension proposal for financial institutions of this Corporation. 6. Approved an investment to TFBS Bioscience, Inc. 7. Approved matters related to the construction of the A7 factory office building. 2016.12.27 1. Implemented the audit report for ethical corporate management. 2. Evaluated the report concerning the independence of this Corporation’s CPA. 3. Stipulated the Operational Rules for Best Practices for Ethical Corporate Management and Auditing Best Practices for Ethical Corporate Management of this Corporation. 4. Approved the 2017 audit plan. 5. Approved capital loans to Chroma Systems Solutions, Inc. 6. Formulated this Corporation's capital increase date for the second issuance of unsecured convertible corporate bonds in exchange for new shares and employee stock option certificates. 7. Approved the budget for the construction of the A7 factory office building. 2017.02.21 1. Approved the employee's compensation issuance proposal of 2016 for this Corporation. 2. Approved annual remuneration for Directors and Supervisors as well as transport fees for presence at the Directors’ Meeting for this Corporation. 3. Approved the 2016 Business Report and Financial Statement of this Corporation. 4. Approved the surplus allocation proposal of 2016 of this Corporation. 5. Approved amendments to the Articles of Incorporation of this Corporation. 6. Approved amendments to Procedure for the Acquisition and Disposal of Assets, Endorsement and Guarantee Operations Procedure, Operations Procedure for Loaning of Funds to Other Parties, Procedure for Handling Derivatives Trading, and Standards for Ethical Conduct of this Corporation. 7. Approved title change and amendments to Regulations for the Election of Directors and Supervisors of this Corporation. 8. Approved the handling of director re-election and director candidacy (including

  • 37 -

those for independent directors).

  1. Eliminated an anti-competition restriction for newly appointed directors and their representatives.

  2. Approved the scheduling for the annual shareholders’ meeting for 2017 and items raised by the shareholders to be reviewed.

  3. Composed The Statement on Internal Control System of 2016 of this Corporation.

  4. Approved capital loans to Chroma Japan Corp.

  5. Approved the Business Plan of 2017 for this Corporation.

  6. Approved salary adjustments for managerial officers for 2017.

  7. (13) Major contents of any dissenting opinions on record or stated in a written statement made by Directors or Supervisors regarding key resolutions of the Directors’ Meeting in the most recent year up to the publication date of this report: None.

  8. (14) Any resignation or dismissal of the company's chairperson of the board, general manager, accounting manager, financial executive, internal audit manager, and research and development executive in the most recent year up to the publication date of this report: None.

4. Accounting Expenses

  • (1) Payments to CPA, accounting firm and affiliated businesses of the CPA, professional charges for accounting and non-accounting services, and contents of non-accounting services provided

Table on the range of professional charge of the CPA

Name of the accountingfirm Name of the CPA Name of the CPA Auditperiod Notes
Deloitte & Touche I-wen Wang Wen-chi Kuo 2016.01.01 to 2016.12.31

Note: Where this Corporation replaces the CPA or accounting firm, the auditing periods of the former and successor CPA or firm shall be annotated separately. The reason for the replacement shall be provided in the Notes section accordingly.

Unit: Thousand NT$


Fee
Professional charge
range

Accounting
charge
Non-accounting
charge

Total
1 Less than NT$ 2,000,000 1,385 1,385
2 NT$ 2,000,000(inclusive)to NT$ 4,000,000
3 NT$ 4,000,000(inclusive)to NT$ 6,000,000 5,990 5,990
4 NT$ 6,000,000(inclusive)to NT$ 8,000,000
5 NT$ 8,000,000(inclusive)to NT$ 10,000,000
6 More than NT$ 10,000,000(inclusive)

Information on the CPA’s professional charge

Unit: NT$ 1,000

Name of
the
accounting
firm

Name of
the CPA
(Note 1)
Accounting
charges
Non-accounting charge Non-accounting charge Non-accounting charge Period of CPA
audit
Notes

System
design

Commercial
registration
Personnel
resources
Other
(Note2)
Subtotal
Deloitte &
Touche
I-wen,
Wang
Wen-chi,
Kuo
5,990 - - - 1,385 1,385 2016.01.01 to
2016.12.31

Note 1: Where this Corporation replaces the CPA or accounting firm, the auditing periods of the former and successor CPA or firm shall be annotated separately. The accounting and non-accounting fees paid to the former and successor CPA or firm shall also be disclosed.

  • Note 2: Refers to payment of disbursement fees, subsidiary auditing disbursement fees, English reports, auditing of direct deduction method, and service charges of the restricted new shares.

  • 38 -

  • (2) Where accounting firm was replaced and the accounting fee paid for the year was less than that of the previous year, the sum, proportion, and cause of the reduction shall be disclosed: None.

  • (3) Where accounting fee paid for the year was more than 15% less than that of the previous year, the sum, proportion, and cause of the reduction shall be disclosed: None.

5. Replacement of Accountants

(1) Information on the previous CPA

Date of replacement Approved bythe Board of Directors on December 23, 2015 Approved bythe Board of Directors on December 23, 2015 Approved bythe Board of Directors on December 23, 2015 Approved bythe Board of Directors on December 23, 2015 Approved bythe Board of Directors on December 23, 2015
Cause and details of the
replacement
To ensure the independence of the CPA and accommodate the internal
rotation system of Deloitte & Touche, the original CPA of this Corporation
(CPAs Cheng-ming, Lee and Li-wen, Kuo) shall be replaced by CPAs I-wen,
Wang and Wen-chi,Kuo effectivefromthe4thQuarterof 2015.
Any details for the
termination or rejection
of the commissioner or
CPA
Party
Status
CPA Commissioner
Active termination of the
commission
Not applicable Not applicable
Rejection (of continuing)
commission
Not applicable Not applicable
Opinion and reason for
audit report issued
during the 2 most recent
fiscal years containing
an opinion other than an
unqualified opinion


None
Any disagreement with
the issuer
Yes Generally accepted accounting principles (GAAP) or activities
Disclosure of financial reports
Scope or procedure of audits
Others
None
Details
Other items to be
disclosed (items to be
disclosed as prescribed
by Article 10,
Subparagraph 6, Item 1-
4to1-7)
Not applicable

(2) About the successor CPA

(2)About the successor CPA
Name of the accounting form Deloitte & Touche
Name ofthe CPA I-wen, Wang and Wen-Chi,Kuo
Date of commission Approved by the Board of Directors on December 23,
2015
Accounting treatment or accounting principle
for specific transactions as well as consultation
items and results on audit opinions that might
be rendered on the financial report prior to
formalengagement
None
Successor CPA to former CPA
Writtenviews on disagreements
None
  • (3) Response of the former CPAs regarding Article 10, Subparagraph 6, Items 1 and 2-3 of these standards: None.

  • Company's chairperson, general manager, or any managerial officer in charge of finance or accounting matters who has, in the most recent year, held a position at the accounting firm of its CPA or at an affiliated enterprise: None.

  • 39 -

  • Equity transfer or changes to equity pledge of directors, supervisors, managerial officers, or shareholders holding more than 10% of company shares in the most recent year to the publication date of this report

  • Changes to the equity of directors, supervisors, managerial officers, and major shareholders

Title Name 2016 2016 For the current year up to April 10,
2017
For the current year up to April 10,
2017
Additional
(reduction)
of shares
held
Additional
(reduction) of
hypothecation
Additional
(reduction)
of shares
held
Additional
(reduction) of
hypothecation
Chairperson and General Manager Leo Huang 0
0

0

0
Independent director QuincyLin 0
0

0

0
Independent director Tsung-ming
Chung
0
0

0

0
Corporate Director Fer Mo Investment
0

0

0

0
Director representative of the
corporation
Chung-ju Chang 0
0

0

0
Corporate Director Chroma
Investment Co.,
Ltd.
0
0

0

0
Corporate Representative of the Board of
Directors and General Manager of the
Integrated System Solution BU

I-shih Tseng
0
0

0

0
Supervisors Chi-jen Chou 0
0

0

0
Corporate Supervisor Kai Sun
Investment Co.,
Ltd.
(60,000)
0

0

0
Supervisor representative of the
corporation
Tsun-i Wang 0
0

0

0
General Manager of the Test &
Measurement BU
David Yang 0
0

0

0
General Manager of the Business
Department
C.C. Ho (1,000)
0

0

0
Manager of the Intelligent
Manufacturing System BU
Joe Lin 0
0

(10,000)

0
General Manager, Semiconductor Test
Equipment BU
George Chang 25,000
0

0

0
Deputy General Manager, Finance &
Administration Center
Paul Ying (5,000)
0

(9,000)

0
Deputy General Manager, Advanced
Technology Research Center
Mark Fong 0
0

0

0
Deputy General Manager,
Manufacturing Center
Steven Liu 20,000
0

0

0
Deputy General Manager of the
Operation Management Center
Benjamin Huang 0
0

0

0
Deputy General Manager, R&D
Department, Semiconductor Testing
Equipment BU
Max Chang 35,000
0

(35,000)

0
Deputy General Manager, Sales Department
1, Integrated System Solution BU
Herbert Tsai (4,000)
0

(4,000)

0
Deputy General Manager, Sales Department
2, Integrated System Solution BU
Jeff Lee (Note 1) -
-

0

0
DeputyGeneral Manager, CEO Office C.C.Fan (12,000)
0

0

0
Deputy General Manager, Planning
Department, Test & Measurement BU
Bobby Tseng 0
0

0

0
Deputy General Manager, Greater China Area
Sales Department, Test & Measurement BU
Vincent Chen 20,000
0

0

0
Deputy General Manager, Technical Service
Department, Test & Measurement BU
Tony Yang 0
0

0

0
Deputy General Manager, R&D Department,
Test & Measurement BU
Vincent Wu 16,000
0

(10,000)

0
Deputy General Manager, R&D Department
1, Integrated System Solution BU
Lance Ouyang 28,000
0

0

0

Note 1: Promoted to the position of Deputy General Manager on January 1, 2017. Changes to shareholding status are therefore based on this date.

  • 40 -

  • Where the counterparty of equity transfer is a related party: None.

  • Where the counterparty of equity pledge is a related party: None.

  • Relationship information, if any one among the 10 largest shareholders is a related party, or is the spouse or a relative within the second degree of kinship, of another.

Relationship information between 10 largest shareholders

Name (Note 1) Shares held by the
person
Shares held by the
person
Shares held by spouse or
minor children
Shares held by spouse or
minor children

Shares held in the
name of other
persons

Shares held in the
name of other
persons
Title or name and
relationships of the 10
largest shareholders
where they are related
parties, spouses, or
relatives within the
second degree of
kinship. (Note 2)
Title or name and
relationships of the 10
largest shareholders
where they are related
parties, spouses, or
relatives within the
second degree of
kinship. (Note 2)


Notes
Number of
shares

Percentage
of shares

Number of
shares

Percentage
of shares

Number
of shares

Percentage
of shares

Title
Relations
Leo Huang 23,419,897
5.78%
9,167,362 2.26% 0 0 Shu-
chuan
Chen
Spouse
Cathay Life
Insurance
Representative:
Hung-tu Tsai
16,330,500
4.03%
0 0 0 0 None None
Chun-sheng Chen 15,113,308
3.73%
11,074,646 2.73% 0 0 Yu-mei
Hsueh
Spouse
JPMorgan Chase
Bank N.A. Taipei
Branch in custody
for Universities
Superannuation
Scheme Limited
14,088,724
3.48%
0 0 0 0 None None
Yu-mei Hsueh 11,074,646
2.73%
15,113,308 3.73% 0 0 Chun-
sheng
Chen
Spouse
JPMorgan Chase
Bank N.A. Taipei
Branch in custody
for Fidelity Central
Investment
Portfolios LLC:
Fidelity
Information
Technology
Central Fund
10,430,018
2.57%
0 0 0 0 None None
FIDELITY
SELECT
PORTFOLIOS:TE
CHNOLOGY
PORTFOLIO
9,837,644
2.43%
0 0 0 0 None None
Shu-chuan Chen 9,167,362
2.26%
23,419,897 5.78% 0 0 Leo
Huang
Spouse
Wellington Trust
National
Association
Emerging Market
Portfolio entrusted
to HSBC Bank
8,296,000
2.05%
0 0 0 0
None
None
JPMorgan Chase
Bank, N.A., Taipei
Branch in Custody
for Nordea 1
Emerging Stars
EquityFund
8,261,000
2.04%
0 0 0 0 None None

Note 1: The 10 largest shareholders shall be listed. For corporate shareholders, the title of the corporate shareholder as well as the name of the representative shall be indicated.

Note 2: Shareholders to be disclosed in the preceding item shall include artificial persons and natural persons. Relationships between shareholders shall be disclosed according to the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

  • 41 -

  • Number of shares held and percentage of stake of investment in other companies by the company, the company’s director, supervisor, managerial officer, or an entity directly or indirectly controlled by the company, and calculations for the consolidated shareholding percentage of the above categories.

Consolidated shareholding percentage

Unit: 1000 shares / 1,000 dollars of foreign currency Unit: 1000 shares / 1,000 dollars of foreign currency Unit: 1000 shares / 1,000 dollars of foreign currency Unit: 1000 shares / 1,000 dollars of foreign currency Unit: 1000 shares / 1,000 dollars of foreign currency Unit: 1000 shares / 1,000 dollars of foreign currency
Other companies invested by this Corporation
(Note 1)
Investments by this
Corporation
Investments by the
Directors, Supervisors,
managerial officers,
and companies directly
or indirectly controlled
bythis Corporation


Total investments
Number of
shares

Percentage
of shares

Number of
shares

Percentage
of shares
Number
of shares

Percentage
of shares
Neworld Electronics Ltd. 64,013
100.0%

0

0

64,013

100.0%
ADLINK TechnologyInc. 24,502
11.3%

8,238

3.8%

32,740

15.1%
Chroma New Material Corp. 25,000
100.0%

0

0

25,000

100.0%
Chroma Investment Co.,Ltd. 14,000
100.0%

0

0

14,000

100.0%
DynaScan TechnologyCorp. 9,841
27.3%

14,964

41.5%

24,805

68.8%
SENSATIONAL HOLDING LTD. 1,200
100.0%

0

0

1,200

100.0%
CHROMA ATE EUROPE B.V. 1
100.0%

0

0

1

100.0%
CHROMA ATE INC. 1,000
100.0%

0

0

1,000

100.0%
CHROMA SYSTEMS SOLUTIONS,INC.(Note 2) 120
25.0%

240

50.0%

360

75.0%
CHEN HWA TECHNOLOGY INC. 3,085
100.0%

0

0

3,085

100.0%
CHI INCORPORATION LTD. 3,830
100.0%

0

0

3,830

100.0%
SAN EAGLE DEVELOPMENT CORP 2,050
100.0%

0

0

2,050

100.0%
TESTAR Electronics 20,160
67.2%

2,514

8.4%

22,674

75.6%
MAS Automation Corp. 10,000
100.0%

0

0

10,000

100.0%
DeepRed HoldingCo., Ltd. 215
100.0%

0

0

215

100.0%
CHROMA JAPAN CORP. 9
100.0%

0

0

9

100.0%
Zhiheshun Development Co., Ltd. 1,750
35.0%

0

0

1,750

35.0%
ADIVIC TechnologyCo. 14,280
51.0%

0

0

14,280

51.0%
EVT Technology 2,658
53.2%

1,907

38.1%

4,565

91.3%
QUANTEL PRIVATE LTD. 1,914
60.0%

0

0

1,914

60.0%
ADVIC HOLDING CORPORATION 0
0

500

100.0%

500

100.0%
Weida Electric Vehicle Co., Ltd. 0
0

375

75.0%

375

75.0%
WEI KUANG MECH.ENG.INC. 0
0

4,475

100.0%

4,475

100.0%
Sajet System Technology (Suzhou) Co., Ltd.
(Note 3)
0
0

US210

100.0%

US210

100.0%
Chroma Electronics(Shenzhen)Co., Ltd.(Note 3) 0
0
HK30,000
100.0%
HK30,000
100.0%
Chroma Electronics(Shanghai)Co., Ltd.(Note 3) 0
0

US3,000

100.0%
US3,000
100.0%
Chroma(Shanghai)TradingCo., Ltd.(Note 3) 0
0

US2,700

100.0%
US2,700
100.0%
Chroma ATE(Suzhou)Co., Ltd.(Note 3) 0
0

US3,800

100.0%
US3,800
100.0%
Mou Kuan Technologies(Nanjin)Co., Ltd.(Note 3) 0
0

US2,836

100.0%
US2,836
100.0%
Wei Kuang Automatic Equipment (Nanjin) Co., Ltd.
(Note 3)
0
0

US1,338

100.0%
US1,338
100.0%
Wei Kuang Automatic Equipment (Xiamen) Co.,
Ltd.(Note 3)
0
0

US1,500

100.0%
US1,500
100.0%

Note 1: The equity method was employed for this Corporation's investments. Note 2: Consolidated shareholding percentage of this Corporation and its subsidiary CHROMA ATE INC. was 75%. Note 3: The investee is a limited company, hence, only the sum and proportion of capital contribution are shown here.

  • 42 -

IV. Financing

1. Capital and shares

(1) Source of shares

Year and
month

Price at
issuance
Authorized stock Authorized stock Paid-incapital Paid-incapital Notes

Number
of shares
(thousand
shares)

Sum
(thousand
dollars)
Number
of shares
(thousand
shares)

Sum
(thousand
dollars)
Source of shares Equity
contributions
made in the form
of assets other
thancash

Others
1996.08 10 70,000
700,000

54,365

543,650
Recapitalization of retained earnings None Note 1
1997.08 10 100,000
1,000,000

79,300

793,000

Recapitalization of retained earnings:
NT$ 149,350,000
Cash capital increase: NT$ 100,000,000
None Note 2
1998.06 10 150,000
1,500,000
115,200
1,152,000

Recapitalization of retained earnings:
NT$ 259,000,000
Cash capital increase: NT$ 100,000,000
None Note 3
1999.05 10 200,000
2,000,000
152,160
1,521,600

Recapitalization of retained earnings:
NT$ 312,000,000
Recapitalization of Capital surplus:
NT$ 57,600,000
None Note 4
2000.06 10 250,000
2,500,000
201,300
2,013,000

Recapitalization of retained earnings:
NT$ 415,320,000
Recapitalization of Capital surplus:
NT$ 76,080,000
None Note 5
2001.01 10 250,000
2,500,000
208,358
2,083,588
Capital increase in connection with
merger: NT$ 70,580,000
None Note 6
2001.03 10 250,000
2,500,000
201,358
2,013,588
Treasury stock extinguished: NT$ 70,000,000 None Note 7
2001.07 10 320,000
3,200,000
234,300
2,343,000

Recapitalization of retained earnings:
NT$ 269,000,000
Recapitalization of Capital surplus:
NT$ 60,400,000
None Note 8
2002.07 10 320,000
3,200,000
252,690
2,526,900

Recapitalization of retained earnings:
NT$ 19,890,000
Recapitalization of Capital surplus:
NT$ 164,010,000
None Note 9
2003.07 10 360,000
3,600,000
272,289
2,722,892
Recapitalization of retained earnings:
NT$ 195,990,000
None Note 10
2004.03 10 360,000
3,600,000
252,579
2,525,787

Treasury stock extinguished: NT$ 200,000,000
Stocks converted from stock
warrants: NT$ 2,890,000
None Note 11
2004.07 10 360,000
3,600,000
262,705
2,627,052

Recapitalization of Capital surplus:
NT$ 96,520,000
Stocks converted from stock
warrants: NT$ 4,750,000
None Note 12
2004.10 10 360,000
3,600,000
263,405
2,634,047
Stocks converted from stock
warrants: NT$ 7,000,000
None Note 13
2005.01 10 360,000
3,600,000
263,882
2,638,819
Stocks converted from stock
warrants: NT$ 4,770,000
None Note 13
2005.03 10 360,000
3,600,000
264,171
2,641,709
Stocks converted from stock
warrants: NT$ 2,890,000
None Note 13
2005.07 10 360,000
3,600,000
272,374
2,723,744

Recapitalization of retained earnings:
NT$ 75,130,000
Stocks converted from stock
warrants: NT$ 6,910,000
None Note 14
2005.10 10 360,000
3,600,000
272,693
2,726,929
Stocks converted from stock
warrants: NT$ 3,190,000
None Note 15
2006.01 10 360,000
3,600,000
274,258
2,742,584
Stocks converted from stock
warrants: NT$ 15,660,000
None Note 15
2006.03 10 360,000
3,600,000
274,932
2,749,317
Stocks converted from stock
warrants: NT$ 6,730,000
None Note 15
2006.06 10 360,000
3,600,000
284,344
2,843,442

Recapitalization of retained earnings:
NT$ 81,370,000
Stocks converted from stock
warrants: NT$ 12,760,000
None Note 16
2006.10 10 360,000
3,600,000
285,154
2,851,542
Stocks converted from stock
warrants: NT$ 8,100,000
None Note 15
2007.01 10 360,000
3,600,000
286,378
2,863,779
Stocks converted from stock
warrants: NT$ 12,240,000
None Note 15
2007.03 10 360,000
3,600,000
287,410
2,874,099
Stocks converted from stock
warrants: NT$ 10,320,000
None Note 15
  • 43 -
2007.08 10 400,000
4,000,000
302,311
3,023,114

Recapitalization of retained earnings:
NT$ 142,490,000
Stocks converted from stock
warrants: NT$ 6,520,000
None Note 17
2007.10 10 400,000
4,000,000
302,713
3,027,134
Stocks converted from stock
warrants: NT$ 4,020,000
None Note 15
2008.01 10 400,000
4,000,000
304,244
3,042,441
Stocks converted from stock
warrants: NT$ 15,310,000
None Note 15
2008.03 10 400,000
4,000,000
305,058
3,050,581
Stocks converted from stock
warrants: NT$ 8,140,000
None Note 15
2008.08 10 400,000
4,000,000
329,542
3,295,419

Recapitalization of retained earnings:
NT$ 234,820,000
Stocks converted from stock
warrants: NT$ 10,020,000
None Note 18
2008.10 10 400,000
4,000,000
329,664
3,296,644
Stocks converted from stock
warrants: NT$ 1,230,000
None Note 15
2009.01 10 400,000
4,000,000
329,915
3,299,151
Stocks converted from stock
warrants: NT$ 2,510,000
None Note 15
2009.03 10 400,000
4,000,000
331,600
3,316,004
Stocks converted from stock
warrants: NT$ 16,850,000
None Note 15
2009.07 10 450,000
4,500,000
348,909
3,489,089

Recapitalization of retained earnings:
NT$ 166,100,000
Stocks converted from stock
warrants: NT$ 6,990,000
None Note 19
2009.10 10 450,000
4,500,000
349,598
3,495,984
Stocks converted from stock
warrants: NT$ 6,900,000
None Note 15
2010.01 10 450,000
4,500,000
349,767
3,497,674
Stocks converted from stock
warrants: NT$ 1,690,000
None Note 15
2010.03 10 450,000
4,500,000
350,076
3,500,756
Stocks converted from stock
warrants: NT$ 3,080,000
None Note 15
2010.07 10 450,000
4,500,000
362,077
3,620,771

Recapitalization of retained earnings:
NT$ 105,500,000
Stocks converted from stock
warrants: NT$ 14,520,000
None Note 20
2010.10 10 450,000
4,500,000
362,144
3,621,441
Stocks converted from stock
warrants: NT$ 670,000
None Note 15
2011.01 10 450,000
4,500,000
362,269
3,622,691
Stocks converted from stock
warrants: NT$ 1,250,000
None Note 15
2011.07 10 450,000
4,500,000
376,760
3,767,599
Recapitalization of retained earnings:
NT$ 144,910,000
None Note 21
2014.12 10 450,000
4,500,000
378,086
3,780,862
Stocks converted from convertible
corporate bonds: NT$ 1,3260,000
None Note 22
2015.01 10 450,000
4,500,000
378,782
3,787,821
Stocks converted from convertible
corporate bonds: NT$ 6,960,000
None Note 22
2015.05 10 450,000
4,500,000
378,786
3,787,862
Stocks converted from convertible
corporate bonds: NT$ 420,000
None Note 22
2015.11 10 450,000
4,500,000
379,030
3,790,300
Stocks converted from stock
warrants: NT$ 2,440,000
None Note 23
2016.01 10 450,000
4,500,000
379,170
3,791,698
Stocks converted from stock
warrants: NT$ 1,400,000
None Note 23
2016.05 10 450,000
4,500,000
379,693
3,796,934

Stocks converted from convertible
corporate bonds: NT$ 2,890,000
Stocks converted from stock
warrants: NT$ 2,350,000
None Notes 22
and 23
2016.07 10 450,000
4,500,000
383,373
3,833,732

Stocks converted from convertible
corporate bonds: NT$ 4,620,000
Stocks converted from stock
warrants: NT$ 1,180,000
New restricted employee equities:
NT$ 31,000,000
None Notes 22,
23, and
24
2016.12 10 450,000
4,500,000
387,158
3,871,576

Stocks converted from convertible
corporate bonds: NT$ 28,500,000
Stocks converted from stock
warrants: NT$ 9,350,000
None Notes 22
and 23
2017.01 10 450,000
4,500,000
389,887
3,898,872

Stocks converted from convertible
corporate bonds: NT$ 23,820,000
Stocks converted from stock
warrants: NT$ 3,470,000
None Notes 22
and 23
2017.04 10 450,000
4,500,000
405,206
4,052,061

Stocks converted from convertible
corporate bonds: NT$ 150,640,000
Stocks converted from stock
warrants: NT$ 2,550,000
None Note 25
  • 44 -

  • (I) 48548 of May 24, 1999

Note 5. Approved by the Securities and Exchange Commission, Ministry of Finance per letter Ref. No. (89) Taiwan-Finance-Securities

  • (I) 49542 of June 8, 2000

  • Note 6. Approved by the Securities and Exchange Commission, Ministry of Finance per letter Ref. No. (89) Taiwan-Finance-Securities (I) 83405 of December 18, 2000

  • Note 7. Approved by the Securities and Exchange Commission, Ministry of Finance per letter Ref. No. (89) Taiwan-Finance-Securities (III) 102418 of December 22, 2000

  • Note 8. Approved by the Securities and Exchange Commission, Ministry of Finance per letter Ref. No. (90) Taiwan-Finance-Securities (I) 137773 of June 13, 2001

  • Note 9. Approved by the Securities and Exchange Commission, Ministry of Finance per letter Ref. No. Taiwan-Finance-Securities (I) 0910132477 of June 14, 2002

  • Note 10. Approved by the Securities and Exchange Commission, Ministry of Finance per letter Ref. No. Taiwan-Finance-Securities (I) 0920125022 of June 9, 2003

  • Note 11. Approved by the Securities and Exchange Commission, Ministry of Finance per letters Ref. No. Taiwan-Finance-Securities (III) 0920162383 of January 2, 2004, and (90) Taiwan-Finance-Securities (I) 143348 of July 16, 2001.

  • Note 12. Approved by the Securities and Exchange Commission, Ministry of Finance per letters Ref. (90) No. Taiwan-FinanceSecurities (I) 143348 of July 16, 2001 and Taiwan-Finance-Securities (I) 0930128437 of June 28, 2004.

  • Note 13. Approved by the Securities and Exchange Commission, Ministry of Finance per letters Ref. (90) No. Taiwan-FinanceSecurities (I) 143348 of July 16, 2001 and Taiwan-Finance-Securities (I) 0910132478 of June 14, 2002.

  • Note 14. Approved by the Financial Supervisory Commission, Executive Yuan per letter Ref. No. Financial-Supervisory-Securities (1) 0940122455 of June 3, 2005

  • Note 15. Approved by the Securities and Exchange Commission, Ministry of Finance per letters Ref. (90) No. Taiwan-FinanceSecurities (I) 143348 of July 16, 2001; Taiwan-Finance-Securities (I) 0910132478 of June 14, 2002.; and Taiwan-FinanceSecurities (I) 0920127281 of June 19, 2003.

  • Note 16. Approved by the Financial Supervisory Commission, Executive Yuan per letter Ref. No. Financial-Supervisory-Securities (1) 0950122451 of June 2, 2006.

  • Note 17. Approved by the Financial Supervisory Commission, Executive Yuan per letter Ref. No. Financial-Supervisory-Securities (1) 0960030405 of June 14, 2007.

  • Note 18. Approved by the Financial Supervisory Commission, Executive Yuan per letter Ref. No. Financial-Supervisory-Securities (1) 0970031743 of June 25, 2008.

  • Note 19. Approved by the Financial Supervisory Commission, Executive Yuan per letter Ref. No. Financial-Supervisory-SecuritiesCorporate-0980027677 of June 5, 2009.

  • Note 19. Approved by the Financial Supervisory Commission, Executive Yuan per letter Ref. No. Financial-Supervisory-SecuritiesCorporate-0990029749 of June 9, 2010.

  • Note 21. Approved by the Financial Supervisory Commission, Executive Yuan per letter Ref. No. Financial-Supervisory-SecuritiesCorporate-1000028222 of June 20, 2011.

  • Note 22. Approved by the Financial Supervisory Commission per letter Ref. No. Financial-Supervisory-Securities-Corporate1030012130 of April 17, 2014.

  • Note 23. Approved by the Financial Supervisory Commission per letter Ref. No. Financial-Supervisory-Securities-Corporate1010042558 of September 17, 2012.

  • Note 24. Approved by the Financial Supervisory Commission per letter Ref. No. Financial-Supervisory-Securities-Corporate1050024281 of June 27, 2016.

  • Note 25. Approved by the Financial Supervisory Commission per letters Ref. No. Financial-Supervisory-Securities-Corporate1030012130 of April 17, 2014 and Financial-Supervisory-Securities-Corporate-1010042558 of September 17, 2012. (changes to capital sum not yet implemented)

Unit: Shares April 10,2017 Unit: Shares April 10,2017 Unit: Shares April 10,2017 Unit: Shares April 10,2017
Category of
shares
Authorized stock Notes
Outstanding
shares (listed)
Unissued
shares
Total
Common shares 405,206,057 44,793,943 450,000,000 30,000,000 shares were
reserved for employee
purchase of stockwarrants.

Information on the shelf registration system: None.

(2) Shareholder structure

(2) Shareholder structure (2) Shareholder structure
April 10,2017
Shareholder structure
Quantity
Government
agencies
Financial
institutions

Other
artificial
persons
Individuals Overseas
institutions and
individuals

Total
Numberof individuals 0 60 45 8,455 348 8,908
Sharesheld 0 52,492,845 19,663,855 102,465,465 230,583,892 405,206,057
Shareholding
percentage
0 12.95% 4.85% 25.29% 56.91% 100%
  • 45 -

(3) Dispersion of equity ownership

1. Common shares

(3) Dispersion of equity ownership
1. Common shares
(3) Dispersion of equity ownership
1. Common shares
(3) Dispersion of equity ownership
1. Common shares
(3) Dispersion of equity ownership
1. Common shares
April 10,2017
Shareholdingrange Number of shareholders
Shares held
Shareholding percentage
1 to999 4,659 873,447 0.22%
1,000to5,000 2,932 5,855,366 1.45%
5,001 to 10,000 422 3,082,561 0.76%
10,001 to 15,000 189 2,341,243 0.58%
15,001 to 20,000 83 1,462,474 0.36%
20,001 to30,000 112 2,740,976 0.68%
30,001 to 50,000 96 3,732,814 0.92%
50,001 to 100,000 114 8,151,619 2.01%
100,001 to 200,000 79 10,978,316 2.71%
200,001 to 400,000 77 21,736,298 5.36%
400,001 to600,000 31 15,202,272 3.75%
600,001 to 800,000 15 10,590,348 2.61%
800,001 to 1,000,000 12 10,936,864 2.70%
1,000,001 or more 87 307,521,459 75.89%
Total 8,908 405,206,057 100.00%

2. Preferred shares: None.

(4) List of major shareholders

Name, number of shares held, and shareholding percentage of shareholders who hold more than 5% of the shares or the 10 largest shareholders:

Total
8,908
405,206,057
100.00%
2. Preferred shares: None.
(4) List of major shareholders
Name, number of shares held, and shareholding percentage of shareholders who hold more
than 5% of the shares or the 10 largest shareholders:
Total
8,908
405,206,057
100.00%
2. Preferred shares: None.
(4) List of major shareholders
Name, number of shares held, and shareholding percentage of shareholders who hold more
than 5% of the shares or the 10 largest shareholders:
Total
8,908
405,206,057
100.00%
2. Preferred shares: None.
(4) List of major shareholders
Name, number of shares held, and shareholding percentage of shareholders who hold more
than 5% of the shares or the 10 largest shareholders:
April 10,2017
Shares
Name of major shareholder
Shares held Shareholding
percentage
Leo Huang 23,419,897 5.78%
CathayLife Insurance 16,330,500 4.03%
Chun-shengChen 15,113,308 3.73%
JPMorgan Chase Bank N.A. Taipei Branch in custody for
Universities Superannuation Scheme Limited

14,088,724
3.48%
Yu-mei Hsueh 11,074,646 2.73%
JPMorgan Chase Bank N.A. Taipei Branch in custody for
Fidelity Central Investment Portfolios LLC: Fidelity
Information TechnologyCentral Fund
10,430,018 2.57%
FIDELITY SELECT PORTFOLIOS:TECHNOLOGY
PORTFOLIO
9,837,644 2.43%
Shu-chuan Chen 9,167,362 2.26%
Wellington Trust National Association Emerging Market
Portfolio entrusted to HSBCBank

8,296,000
2.05%
JPMorgan Chase Bank, N.A., Taipei Branch in Custody for
Nordea 1 EmergingStars EquityFund

8,261,000
2.04%
  • 46 -

(5) Prices, net asset value per share (NAVPS), earnings per share (EPS), and dividends per share (DPS), and related information of the 2 most recent years.


Item
Year Year
2015
2016 From the current year to
March 31,2017
Market price
per share
(Note 1)
Maximum 84.50 90.80 99.40
Minimum 47.50 58.40 75.40
Average 68.37 78.08 90.21
Net asset
value per
share
(NAVPS)
Before issuance 24.82 27.23 -
After issuance 22.42 - -
Earnings per
share (EPS)
Weighted average 376,984,013 379,930,027 -
Earnings per share (EPS) 3.28 4.53 -
Dividend per
share (DPS)
Cash dividend 2.4 3.3(Note 5) -

Free
allotment
Surplus allotment - - -
Capital surplusallotment - - -
Cumulative unpaid dividends - - -
Return on
investment
(ROI)
Analysis
Price-to-earning (P/E)ratio(Note 2) 20.84 17.24 -
Price-to-dividend(P/D)ratio(Note 3) 28.49 23.66 -
Cash dividend yield (Note 4) 3.51 4.23 -

Note 1: List the highest and lowest market price of the common shares for each year, and refer to the transaction value and transaction volume to calculate average market price for each year.

Note 2: P/E Ratio = Average closing price for each share of the year / Earnings per share Note 3: P/D Ratio = Average closing price for each share of the year / Cash dividend per share Note 4: Cash dividend yield = Cash dividend per share / Average closing price per share of the year

Note 5: Surplus allotment plan for 2016 shall be finalized according to the resolutions of the annual shareholders’ meeting of 2017.

  • (6) Dividend policy of the company and its implementation

  • Dividend policy stipulated within the articles of association

Where the annual general final accounts indicate a surplus, the said surplus shall be first used to pay taxes and cumulated losses (dues), and shall then set aside 10% of the said surplus as legal reserve. However, this restriction does not apply if the legal reserve exceeds the total authorized capital. This Corporation may review business requirements or refer to statutory regulations to set aside or reversed the surplus as special reserves. Any remaining surplus shall then be combined with the cumulated undistributed earnings of the previous year and the Board of Directors shall formulate a plan for distributing the earnings. The plan shall then be provided to the Board of Shareholders to resolve on the distribution of this sum. Share dividends and bonuses shall not be allotted if this Company has no surplus.

Where this Company has incurred no loss, its legal reserve may be used to distribute new shares or cash for up to 25% of the sum of the said reserve have in excess of the paid-in capital.

Dividend payout shall be implemented according to the business condition of this Company and consider both future capital budgets and capital requirements of future development plans of this Company as well as the shareholders’ interests. The Board of Directors shall formulate the category and sum of dividend payout which shall, by principle, be no less than 60% of the net income after tax (NIAT) of the year. Dividend payout ratios of this Corporation for 2015 and 2016 are both about 73%.

Since this Company is still in the growing phase, capital requirements of future development plans of this Company shall be considered. Cash dividend distributed each year shall be no less than 20% of the total cash and stock dividends distributed for the year.

  1. Dividend payout plans proposed during the most recent shareholder's meeting Surplus distribution plans of 2016 for this Company was reviewed by the Board of

Directors on February 21, 2017 to propose a shareholder cash bonus of NT$ 3.3 dollars per share which shall be distributed after approved by the shareholders in the 2017

  • 47 -

annual general shareholders’ meeting.

Where conversion of convertible corporate bonds, provision of employee stock options, or any other reasons arise that may affect the quantity of outstanding shares and the payout ratio to the shareholders, the Board of Shareholders shall be requested to fully empower the Board of Directors to handle the relevant issue.

  • (7) Impact to the company's business performance and earnings per share (EPS) for free shares allotment proposed by this shareholder's meeting: Not applicable.

  • (8) Compensation for employees, directors, and supervisors

  • Quantity or scope of compensation for employees, directors, and supervisors as prescribed by the articles of association

    • If this Corporation has made a profit, 5 to 20% of the said profit shall be set aside

    • for employees’ compensation. The Board of Directors shall determine whether to issue the compensation in stocks or cash. Recipients of the said compensation shall include company employees that satisfy specific criteria. This Corporation permits the Board of Directors to set aside no more than 1.5% of the sum of the aforementioned profit as the Directors’ and Supervisors’ compensation. Proposals for the distribution of employees’ compensation as well as directors’ and supervisors’ compensation shall be submitted to the Board of Shareholders and presented accordingly.

  • Accounting treatment for the basis of estimating the amount of the employees’, directors’ and supervisors’ compensations, the basis of calculating the number of shares to be distributed as employees’ compensation, and for any discrepancy between the actual amount distributed and the estimated figures.

    • (1) Provisions of this Corporation’s articles of association as well as past experience on the sum that may be distributed shall be used as the basis for estimates. In 2016, the sum for the employees’ compensation and the directors’ and supervisors’ compensation amounted to NT$ 300,000,000 and NT$ 8,000,000 respectively. These sums made up 12.96% and 0.35% of net income before taxes (and before deducting the employees’ compensation as well as the directors’ and supervisors’ compensation) respectively, fulfilling the limits prescribed by the articles of association.

    • (2) Number of shares issued for employees’ compensation: 0.

    • (3) Accounting treatment for any discrepancy between the actual amount distributed and the estimated figures: Where the Board of Directors resolved to enact major changes to the sum issued before the approval and issuance of the financial report, the said change shall be adjusted as annual expenses listed for the year. Where changes were still made to the said sum after approval and issuance of the financial report, the changes shall be treated as changes to accounting estimates, and be adjusted and entered into account for the following year.

  • Status of compensation distribution as approved by the Board of Directors

    • (1) Where the value of the employees’ compensation as well as the directors’ and supervisors’ compensation distributed in the form of cash or shares exhibit discrepancies with the recognized expenses and annual estimates, the sum, cause, and disposition of the discrepancy shall be disclosed: On February 21, 2017, the Board of Directors of this Company has approved cash distributions of NT$ 300,000,000 and NT$ 8,000,000 for employees’ compensation and the directors’ and supervisors’ compensation respectively. There was no discrepancy with the recognized expense and annual estimates.

    • (2) Sum of employees’ compensation provided in distributed shares and its proportion of the net income after tax (NIAT) provided in the individual financial report and the total sum of employees’ compensation: 0.

  • Actual distribution of compensations for employees, directors, and supervisors (including the number, sum, and price of shares distributed), and where there were discrepancies with the recognized compensations for employees, directors, and supervisors, the sum, cause, and treatment of the discrepancy shall be described: The Board of Directors of this Corporation resolved to distribute an employees’

cash bonus of NT$ 135,000,000 and a directors’ and supervisors’ compensation of NT$ 8,000,000. There were no discrepancies between the actual sum distributed and the recognized sum.

(9) Repurchase by the company of its own shares: None.

  • 48 -

2. Corporate bond

(1) Unredeemed corporate bonds and corporate bonds undergoing private placement

Type of corporate bond Type of corporate bond Second issuance of unsecured convertible corporate bonds in
Taiwan
Date of issuance (placement) May 23, 2014
Par value One hundred thousand New Taiwan Dollars (NT$ 100,000)
Place of issuance and transaction
(Note 1)
Taiwan
Issuing price Issued at par value
Sum Two billion New Taiwan Dollars (NT$ 2,000,000,000)
Interest Par interest: 0%
Term 5-year bond
Date of expiration: May 23, 2019
Guarantor Not applicable
Trustee Mega International Commercial Bank
Underwriter Taishin Securities Co., Ltd.
Certifying attorney Tai-yuan Huang, Hwecker Law
CPA Wen-chin, Lin and Cheng-ming, Lee, Deloitte & Touche
Method of redemption Bond holders may refer to Article 10 of the regulations
governing the issuance and conversion for this issuance of
convertible corporate bonds to convert the bonds into common
shares of this Company, or refer to Article 19 to exercise the
right to put the bond, or refer to Article 18 and request this
Company to redeem the bond before expiration, or buy back
canceled bonds at security firms. This Corporation shall, upon
the expiration of the convertible corporate bond, provide a
single cash payment at par value of the bond.
Unredeemed principal NT$ 445,300,000 (as of March 31, 2017)
Articles for redemption or early
liquidation
Please refer to the regulations governing the issuance and
conversion of the second unsecured convertible corporate
bonds of this Company
Restricting provisions (Note 2) None
Name of credit rating agency (CRA),
rating date, and results of corporate
bond ratings
None
Other
rights
Total value of bonds already
converted to common shares,
overseas depositary receipt,
or other marketable securities
up to the publication date of
this report
From the issuing date to March 31, 2017, bond holders have
requested the conversion of corporate bonds into 22,966,941
common shares of this Company.
Regulations for distribution
and conversion
Please refer to the regulations governing the issuance and
conversion of the second unsecured convertible corporate
bonds of this Company.
Possible dilution of equity or impact
to the shareholders’ equity caused by
regulations on the issuance and
conversion, exchange, or
subscription to stocks
A total of two billion New Taiwan Dollars (NT$ 2,000,000,000) was raised in this issuance of convertible
corporate bonds. Since the issuance of convertible corporate
bond was a form of debt financing, no dilution of this
Company’s shares will occur if the bond holders do not
request conversion. Bond holders shall also select a more
conducive timing during the conversion period for converting
their bonds which would help delay equity dilution and
prevent immediate impact to this Company’s operation
privileges and earnings per share (EPS).
Name of commissioned custodian of
exchangeable underlyings
Not applicable

Note 1: Shall be completed for bonds of overseas corporations. Note 2: For example, restrictions on the issuance of cash dividends, overseas investments, or requirements for maintaining a specific asset ratio.

  • 49 -

(2) Information of the convertible corporate bonds

(2) Information of the convertible (2) Information of the convertible corporate bonds corporate bonds corporate bonds
Type of corporate bond Second issuance of unsecured convertible corporate bonds in
Taiwan

Item
Year 2015 2016 From this fiscal year to
March31,2017
Market price of the
convertible corporate bond
Maximum 117.30 129.50 146.50
Minimum 100.00 104.00 113.80
Average 106.67 119.54 132.49
Conversionprice 72.0~69.3 69.3~67.2 67.2
Conversion price at the date of issuance
(placement) and duringissuance
2014.5.23
NT$ 74.2
Method for exercising conversion
obligations
Issuance of new shares

3. Preferred shares: None.

4. Overseas depositary receipt: None.

5. Employee stock warrant

(1) Status of employee stock warrants of the company that have yet to mature

March 31, 2017

March 31,2017
Categoryof employee stockwarrant Employee stockwarrant for 2012 Employee stockwarrant for 2015
Date of effective registration September 17,2012 September 7,2015
Date of issuance July8,2013 March 25,2016
Quantityissued 6,000,000units 7,900,000units
Ratio of subscribable shares to total
issued and outstandingshares(%)
1.5389 2.0262
Warrant exerciseperiod 6 Years 6 Years
Method for exercisingthewarrant Issuance of newshares Issuance of newshares
Restrictions on the warrant exercise
period and exercise ratio (%)
Period and ratio that may be
exercised
2 years 40%
3 years 70%
4years 100%
Period and ratio that may be
exercised
2 years 40%
3 years 70%
4years 100%
Number of shares already obtained
through exercise ofwarrant rights
2,263,600 shares 0
Total value of shares already obtained
through exercise ofwarrant rights
NT$ 111,048,640 0
Number of unsubscribed shares 3,393,600 shares 7,900,000 shares
Subscription price per share of the
unsubscribed shares
NT$ 48.4 NT$ 65.7
Proportion of unsubscribed shares
of total issued and outstanding shares
(%)
0.8704 2.0262
Impact to shareholders’ equity This Corporation may only refer
to the period to issue new stock
warrants 2 years after the issuing
date of these stock warrants.
Warrant exercise period was also
6 years, which meant that dilution
effects upon the shareholder
equitywould be limited.







This Corporation may only refer
to the period to issue new stock
warrants 2 years after the issuing
date of these stock warrants.
Warrant exercise period was also
6 years, which meant that dilution
effects upon the shareholder
equitywould be limited.
  • 50 -

(2) Names, acquisition, and subscription of managerial officers who have obtained employee stock warrants as well as employees who rank among the top 10 in terms of the number of shares obtained via employee stock warrants, cumulative to the date of publication of the prospectus

March 31, 2017

March 31,2017 March 31,2017 March 31,2017 March 31,2017
Title
(Note 1)
Name Stock
subscriptio
ns obtained
(thousand
shares)
(Note 2)
Proportion of
subscribed shares
acquired of total
issued and
outstanding shares
(%) (Note 4)
Implemented Notyet implemented
Number
of
subscribe
d shares
(thousan
d shares)
Price of
subscribe
d shares
(NT$)
(Note 5)
Total
value of
subscribe
d shares
(thousand
NT$)

Proportion of the
quantity of
subscribed shares
of total issued and
outstanding shares
(%) (Note 4)
Quantity of
unsubscribe
d shares
(thousand
shares)
Price of
unsubscrib
ed shares
(NT$)
(Note 6)
Total value
of
unsubscribe
d shares
(thousand
NT$)
Proportion of the
quantity of
unsubscribed
shares of total
issued and
outstanding shares
(%)(Note 4)
Managerial officers General
Manager
Leo Huang 1,350 0.3463 258 48.4~
49.9
12,595 0.0662 1,092 48.4 52,853 0.2801
General
Manager of
Business Unit
I-shih Tseng
General
Manager of
Business Unit
David Yang
General
Manager of
Business Unit
C.C. Ho
General
Manager of
Business Unit
Joe Lin
General
Manager of
Business Unit
George
Chang
Vice President Paul Ying
Vice President Mark Fong
Vice President Steven Liu
Vice President Benjamin
Huang
Vice President Max Chang
Vice President Herbert Tsai
Vice President C.C.Fan
Vice President BobbyTseng
Vice President Vincent
Chen
Vice President TonyYang
Vice President Vincent Wu
Vice President Lance
Ouyang
Vice President Jeff Lee
Employee (Note 3) Employee Cf Huang 993 0.2547 242 48.4~
49.9
11,878 0.0621 751 48.4~
65.7
45,334 0.1926
Employee Frank Huang
Employee Chouyu
Chuang
Employee Nick Wu
Employee Kevin Weng
Employee Ethan Wu
Employee Emma Chen
Employee Hans Yi
Employee Mark Chien
Employee James Lee
Employee Wen Shieh
Employee Bill Tsou
Employee John Lee
Employee Liwei Liu
Employee Darto Chen

Note 1: Includes managerial officers and employees (special notes shall be provided to those who have resigned or deceased). Individual names and job positions shall be displayed. A summary sheet may be used to disclose the means of acquisition and subscription.

Note 2: Refers to the quantity of employee stock warrants obtained from 2012 to 2015.

Note 3: Refers to a non-managerial employee in the top-10 employees for the quantity of stock subscriptions acquired.

Note 4: Total number of issued shares shall refer to the number of shares issued in the change registry information of the Ministry of Economic Affairs (MOEA) (Change registry information at the MOEA on January 11, 2017 indicated 389,887,236 shares)

Note 5: For the price of employee stock option already implemented, the subscription price at the time of implementation shall be disclosed.

Note 6: For the price of employee stock option not yet implemented, the adjusted subscription price calculated using the regulations of issuance shall be disclosed.

  • 51 -

6. Implementation and state of new restricted employee shares

  • (1) Implementation of new restricted employee shares

March 31, 2017

March 31, 2017
New restricted employee equities and
categories
1st issuance of new restricted employee shares of 2016
Date of effective registration June 27,2016
Date of issuance July 8, 2016
New restricted employee equities issued 3,100,000 shares
Price at issuance NT$ 10
Proportion of new restricted employee
equities issued as part of total equities that
have been issued (%)
0.7951
Prerequisites for receiving new restricted
employee equities
An employee must be employed for a period of one year after
subscribing to the new restricted employee shares and at the
maturation of every vesting period. The employee must also
fulfill overall financial performance of this Corporation and
personal performance assessment indicators. The proportion of
shares that may be issued according to the fulfillment of
respective vesting conditions shall be distributed according to
regulations for the issuance of new restricted employee shares.
The following provides the proportion of shares to be issued for
various vesting conditions:
1 year: 10%; 2 years: 20% ; 3 years: 30% ; 4 years: 40%
Restrictions of the new restricted
employee equities
Equity
1. An employee may not sell, pledge, transfer, provide as a gift
to other party, set up or use other means to dispose the new
restricted employee shares.
2. New restricted employee shares may partake in dividend
payouts and cash capital increase subscriptions. Dividend
payout that may be acquired is not subject to vesting period
restrictions. Dividend payout to be issued shall be remitted
from a trust account to a personal bank account of the
employee on the date of issuance without any surcharge.
3. For an employee who has yet to fulfill vesting conditions,
attendance, proposal, speech, voting rights, and other matters
related to shareholder equity in a shareholders’ meeting shall
be commissioned to a trust custodian that exercises the said
matters on behalf of the employee.
Safekeeping of new restricted employee
equities
Once issued, the new restricted employee shares shall be
submitted to a trust for custody. Before meeting the vesting
conditions, an employee may not, for any reason or by any
means,ask the custodian to return the said shares.
Actions for handling allotments or
subscription to new equities by employees
who have yet to attain the prerequisite
conditions
Before fulfilling vesting conditions, this Corporation may refer
to law to buyback new restricted employee shares that have been
issued at the price of the original issuance and extinguish the
shares accordingly.
Quantity of new restricted employee
equities that have been recovered or
repurchased
0
Quantity of new restricted equities that
were extinguished
0
Quantity of new restricted equities not yet
extinguished
3,100,000 shares
Proportion of new restricted equities not
yet extinguished as part
of total issued and outstanding shares (%)
0.7951
Impact to shareholders’ equity Overall evaluations of the vesting conditions, periods, and
proportions listed in these regulations for issuing shares reveal
that the said issuance exerts limited impact and dilution of the
earnings per share (EPS) of this Corporation from 2016 to 2020,
andwill not significantlyaffect the stockholders' equity.
  • 52 -

(2) Name of managerial staff and top 10 employees who have acquired new restricted employee equities, and the state of acquisition

March 31,2017 March 31,2017 March 31,2017 March 31,2017
Title
(Note 1)
Name New restricted
employee shares
acquired
(thousand shares)
Proportion of
new restricted
employee
equities issued
as part of total
equities that
have been issued
(%) (Note 3)
Restricted equities that we re extinguished Restricted equities not yet extinguished
Quantity of
shares that
were no longer
restricted
(thousand
shares)
Publisher
Price
(NT$)
Publisher
Sum
(thousand
dollars)
Proportion of
shares that were
no longer
restricted as part
of total equities
that have been
issued (%)
(Note 3)
Quantity of
shares that
have remained
restricted
(thousand
shares)
Publisher
Price
(NT$)
Publisher
Sum
(thousand
dollars)
Proportion of
shares still
restricted as
part of total
equities that
have been
issued (%)
(Note 3)
Managerial officers General
Manager
Leo Huang 1,340 0.3437 - - - - 1,340 10 13,400 0.3437
General
Manager of
Business Unit
I-shih Tseng
General
Manager of
Business Unit
David Yang
General
Manager of
Business Unit
Joe Lin
General
Manager of
Business Unit
George Chang
Vice President Paul Ying
Vice President Mark Fong
Vice President Steven Liu
Vice President Benjamin
Huang
Vice President Max Chang
Vice President Herbert Tsai
Vice President Jeff Lee
Vice President Bobby Tseng
Vice President Vincent Chen
Vice President Tony Yang
Vice President Vincent Wu
Vice President Lance Ouyang
Employee (Note 2) Employee Chin-fu Huang 520 0.1334 - - - - 520 10 5,200 0.1334
Employee Hsiu-miao
Huang
Employee Tien-teng
Chang
Employee Chih-chung
Huang
Employee Yen-chia Chou
Employee Hung-chi
Wang
Employee Yu-mei Tai
Employee Hao-jan Yang
Employee Shu-mu Chen
Employee Chao-i Wu
Employee Jui-chun Chi

Note 1: Includes managerial officers and employees (special notes shall be provided to those who have resigned or deceased). Individual names and job positions shall be displayed. A summary sheet may be used to disclose the means of receiving an allocation or subscription.

Note 2: Refers to a non-managerial employee in the top-10 employees for new restricted employee shares acquired.

Note 3: Total number of issued shares shall refer to the number of shares issued in the change registry information of the Ministry of Economic Affairs (MOEA) (Changes to registered information at the MOEA on January 11, 2017 indicated 389,887,236 shares)

  • 53 -

7. Status of mergers and acquisitions or issuance of new shares for the purpose of acquiring the shares of another company: None.

8. Implementation of capital application plan

  • (1) Contents of the plan

  • Where various issuance or private placement of securities have yet to be completed, or have been completed in the most recent 3 years but where the benefits of the plan have yet to be realized:

  • Second issuance of unsecured convertible corporate bonds in Taiwan

  • (1) Contents of this plan

Total capital required for this plan: NT$ 2,180,372,000

  • Source:  Issuance of corporate bonds worth NT$ 2,000,000,000 with a bond duration of 5 years and interest of 0%.

  • Method for acquiring the remaining NT$ 180,372,000: Disposable funds or others.

  • (2) Capital utilization plan and expected progress

Unit: NT$1,000 Unit: NT$1,000 Unit: NT$1,000 Unit: NT$1,000 Unit: NT$1,000 Unit: NT$1,000 Unit: NT$1,000 Unit: NT$1,000 Unit: NT$1,000 Unit: NT$1,000
Item
Expected
date of
completion
Total
capital
required
Expectedprogress of capital utilization
2014 2015 2016
Quarter
3
Quarter
4
Quarter
1
Quarter
2
Quarter
3
Quarter
4
Quarter
1
Quarter
2
Quarter
3
Quarter
4
Construction
factorybuildings
2016
Quarter 4
2,180,372
50,000

60,000
100,000 150,000 150,000 150,000 620,000 300,000 320,000 280,372
Total 2,180,372
50,000

60,000
100,000 150,000 150,000 150,000 620,000 300,000 320,000 280,372
  • (3) Anticipated possible effects

The second issuance of unsecured convertible corporate bonds in Taiwan have raised a total of NT$ 2,000,000,000. This plan needs a total of NT$ 2,180,372,000 for the construction of new factory buildings. The remaining NT$ 180,372,000 shall be paid for using disposal funds or other methods. The construction of these factory buildings will increase usable space. Expected adjustments to spatial layouts and production line configurations would improve the production and sales of precision electronic measurement instruments and integrated automated measurement system, thereby benefiting future development plans and reduce business risks of this Company. Expected increase in production volume, value, profitability, and net operating profit are provided in the following:

Unit: Unit, set; thousand NT$

Year Item Production
volume
Sales
volume
Sales value Gross profit Net operating
profit
2017 Precision electronic
measurementinstruments
515
515

1,010,000

555,500

202,000
Integrated automatic
measurement systems
20
20

600,000

240,000

90,000
2018 Precision electronic
measurement instruments
725
725

1,371,000

740,340

274,200
Integrated automatic
measurement systems
25
25

1,000,000

390,000

150,000
2019 Precision electronic
measurementinstruments
905
905

1,622,500

859,925

324,500
Integrated automatic
measurement systems
28
28

1,120,000

442,400

168,000
2020 Precision electronic
measurement instruments
1,080
1,080

1,804,500

956,385

360,900
Integrated automatic
measurement systems
35
35

1,550,000

596,750

232,500
2021 Precision electronic
measurementinstruments
1,314
1,314

2,029,700

1,055,444

405,940
Integrated automatic
measurement systems
40
40

1,520,000

577,600

228,000
  • 54 -

(2) Status of implementation

Unit: NT$ 1,000

Unit: NT$1,000
Project
items
Status of
implementation
Q1, 2017 Up to Q1, 2017 Progress is ahead of schedule or behind
schedule, andimprovement plans
Construction
factory
buildings
Expenses Expected - 2,180,372 Due to delays in government land
acquisition
and
transfer,
after
negotiations during the third quarter of
2015, this Corporation opted for a step-
wise transfer of land by section.
Construction license applications have
been
approved,
and
preliminary
administrative
applications
of
(1)
hazard and safety assessment review
and (2) application for initiating the
construction
for
the
construction
license shall be implemented during
the first quarter of 2017. Factory
construction is expected to start in the
second quarter of 2017 and be
completed by 2019. No material
nonconformance has appeared.
Actual - 44,921
Progress Expected - 100%
Actual - 2.06%
Total Expenses Expected - 2,180,372
Actual - 44,921
Progress Expected - 100%
Actual - 2.06%

For the implementation of the second issuance of unsecured convertible corporate bonds in Taiwan for the construction of factory buildings, due to delays in land acquisition and transfer by the Ministry of the Interior (MOI), this Corporation opted for step-wise land transfer by section after negotiations. Factory building construction plan was initiated in the third quarter of 2015. By the end of the first quarter 2017, a total sum of NT$ 44,921,000 has been paid for the implementation of factory building design and planning, construction, and traffic evaluations and investigations during the construction period for a capital utilization progress of 2.06%.

(3) Gap analysis for expected and actual benefits

Due to delays in land acquisition and transfer by the MOI, stepwise land transfer by section was implemented after negotiations. For factory building construction progress currently acquired by the end of the first quarter of 2017, construction license from the competent authority has been acquired. Administrative applications for the preliminary construction licenses, such as hazards and safety assessment review and applications for starting the construction, has been implemented in the first quarter of 2017. No actual capital expense or benefit has been generated.

  • 55 -

V. Operation summary

1. Business content

  • (1) Scope of business

  • Major contents of the businesses engaged in

This Corporation and its subsidiaries are primarily engaged in the design, manufacture, purchasing and sales, repairs, maintenance, calibration, and agency services for hardware and software of computers and its peripheries, computerized automatic testing systems, electronic testing instruments, signal generators, power supplies, and telecommunication power supplies. Current production lines include: 1. Test instrument equipment; 2. Special materials; 3. Automatic equipment.

  1. Proportion of each business

Consolidated revenue:

Unit: Thousand NT$


Consolidated revenue:
Unit: Thousand NT$ Unit: Thousand NT$
Year
Product category
2015 2016
Sum Proportion of
revenue (%)
Sum Proportion of
revenue (%)
Test instrument
equipment
5,666,173 58.46 8,587,377 73.87
Special materials 2,328,151 24.02 2,269,057 19.52
Automatic equipment 1,260,831 13.01 382,288 3.29
Other 437,210 4.51 385,647 3.32
Total net operating
revenue
9,692,365 100.00 11,624,369 100.00
  1. Current products of the company

    • Power electronics testing solutions

      1. DC electrical load

      2. AC electrical load

      3. AC power supply

      4. DC power supply

      5. Digital power meter

      6. Frequency response analyzer

      7. Automatic testing system for power supplies

      8. High voltage DC power supplies

    • Video and color testing solution

      1. Video pattern generator

      2. Color analyzer

      3. Automatic testing system for front projectors

      4. 4 Video colorimeter and brightness meter

      5. Video source imaging goniometer

      6. Dual-axis goniometer

      7. Display testing solution

      8. LED screen correction system

      9. Illuminated keyboard testing

    • Passive components testing solutions

      1. LCR meter / automatic testing system for transformers

      2. Electrolytic capacitor tester

      3. High frequency AC tester

      4. Milliohm meter

      5. Component test scanner

  2. Passive Component ATS

  3. Microchip inductor production testing

  4. Impulse winding tester

  5. Ultra-high resistance meter / micro ammeter

    • Flat panel display testing solutions

      1. Flat panel display tester

      2. OLED test system

  6. 56 -

  7. Display testing solution

  8. 8K SHV testing solution

  9. Electrical safety testing solution

  10. Multipurpose electrical safety analyzer

  11. High potential tester

  12. Ground bond tester

  13. Electrical safety test scanner

  14. Impulse tester

  15. Calibrator

  16. Automatic testing system (ATS)

  17. Motor testing

  18. Semiconductor / IC testing solutions

  19. VLSI test system

  20. SoC test system

  21. IC test handler

  22. External inspection system

  23. LED / illumination & driver test solutions

  24. LED measurement system (for production lines)

  25. LED measurement system (for labs)

  26. LED full luminous flux test system

  27. ESD test system

  28. LED electrical test module

  29. Burn-in test system

  30. LED Light Bar test system

  31. LED die test system

  32. LED power source testing solution - Photovoltaic (PV) / inverter testing and automation solutions

  33. Inspection System

  34. Automatic loading / unloading system

  35. C-Si PV cell tester

  36. Automatic optical testing system

  37. Thermoelectric chip controller

  38. Temperature recorder

  39. PV inverter test solution

Battery test and automation solution

  1. Battery pack / module test solution

  2. Battery testing and formation system

  3. Cell voltage and temperature measurement

  4. Electrical safety test solution

  5. Battery pack manufacture test solution

Electric vehicle test solution

  1. Automatic diagnostics and testing system for power electronics and devices

  2. Battery test system

  3. DC power source

  4. AC power source

  5. Electronic load

  6. Motor test

  7. Automatic transformer test system / automatic component analyzer

Automated optical inspection solution

  1. Optical profiler

  2. Solar cell AOI system

  3. Automatic optical testing system

  4. LCD / display AOI system

Optical component testing solutions

  1. Chip level testing

  2. Packaging level testing

  3. Intelligent manufacturing system solutions

  4. Manufacturing execution system (MES) solution

Turnkey measurement and automated solutions

  1. Production line automation assembly and testing

  2. 57 -

PXI measurement and test solution

     1. General PXI equipment

     2. PXI semiconductor / IC test system

     3. PXI LED test system
  • RF and wireless measurement and test solutions

     1. Wireless test solutions
    
     2. RF recorder / player
    
     3. GPS signal simulator
    
  • Other solutions and services

     1. Electric vehicle powertrain solution
    
     2. General purpose test equipment
    
     3. Reliability test equipment
    
     4. Instrument calibration services
    
    1. New products under development
  • Next generation high power/high speed Solar Array Simulator

  • Single/three phase AC Source with high fundamental frequency

  • Next generation high power Energy Recycling AC Load Simulator

  • Hi-Pot analyzer with partial discharge measurement function.

  • High bandwidth and high power density bias current generator

  • High bandwidth Hybrid type recycling Linear Load

  • AOI system for VR & AR manufacture testing

  • High-speed AOI system for critical dimension measurement of metal housing

  • Next generation 10K5K flat panel display tester

  • Third generation 8.1G video pattern generator for DP1.3

  • High power bi-direction charger for Battery pack testing

  • Next generation bi-direction charger for battery cell testing.

  • Low destroy energy motor stator testing system

  • High Speed and High Power Battery Insulation Tester

  • High power / high efficiency DC Source with constant power output

  • (2) State of the industry

  • Current state and development of the industry

  • A. Instruments business

In recent years, labor costs have been rapidly growing in rising economies. To resolve increasing pressure from labor costs, the manufacturing sector began focusing on developing automation solutions for production and testing processes. Latest trends of development such as automation introduced by Industry 4.0 as well as manufacturing of various products under smart controls are followed by the testing instrument sector, releasing a number of test automation solutions to help industries improve their testing capacities and reliability. Another aim is to improve product quality and sophistication to bring about replacement of manufacturing equipment. - Power electronics testing solution

Power supplies represent a basic and core component of electronic equipment and are widely used in various electronic products such as PC, servers, rechargers, displays, and industrial power supplies.

The recent emergence of smart phones and cloud-based applications and Internet of Things (IoT) led to the rapid development of mobile power, mobile rechargers, and batteries. Also, LED, photovoltaics (PV), automotive electronics, and other emerging industries have expanded as well. Power supply remains a critical component for these products, leading to an increased demand for various power supply testing equipment. Power supply test equipment provided by this Company and its subsidiaries could be used for PC / servo / Telecom power sources, rechargers, backlight inverter, LED lighting, photovoltaics, and electric vehicle rechargers. In response to the increasingly ubiquitous automation of manufacturing, this Company also independently developed automatic testing systems for power supply as well as software platforms with powerful functions. These solutions were built-in with common test items and can be used to create production lines with competitive advantages. This product is also widely used on various manufacturing lines to maintain stable development.

  • Video and color testing solutions

Maturation of digital environment has led to diversification of display

  • 58 -

applications and developments toward higher resolutions that place greater demands on the clarity of dynamic videos and images. In 2016, display resolutions were further elevated from 4K to 8K ultra HD in display products. Development of ultrahigh picture quality technologies meant that displays have become increasingly reliant upon test equipment to ensure quality. Automatic testing was also developed to reduce labor costs and human negligence. Video signal multi-functional test equipment and color analyzers developed by this Company and its subsidiaries are capable of being integrated with automated equipment and serve as a solution to meet the requirements of automated testing in the display industry.

- Test solutions for passive components and regulatory testing

Labor costs are growing while price competitions become increasingly stringent. This Corporation provides new automatic testing technologies for passives and regulatory testing to help customers reduce labor costs, lower incidence of human negligence or errors, improve data management, and enhance quality and efficiency. Separate sets of equipment for conducting different tests are now streamlined and integrated within a single device such as the 11022 LCR Meter with dual-channel testing functions. A single unit is sufficient in acquiring measurements at different frequencies for electrolytic capacitance and plastic film capacitance, allowing customers to reduce the number of test stations required. The Model 8800 component automatic testing system provides a multi-step, multichannel test procedure allowing it to conduct a variety of test applications. This solution can be used by customers who require conducting tests for RJ-45 equipment, LCD glass substrates, glass printed circuits (including touch panels), circuit boards, ICT, and other applications. The Model 19020 multi-channel high potential (hipot) tester can be used to conduct testing on multiple channels simultaneously. The Model 1810 is capable of conducting power consumption and temperature change of magnetic components under different electrical environments with software testing to provide a reference basis for product development. Electrical testing and high potential testing for wound components are integrated into a single test system to help reducing labor costs and improving the efficiency of test processes.

  • Semiconductor / IC testing solutions

Increasing competition of the electronics industry forced various suppliers to adopt the most efficient means of producing and manufacturing various electronic components and parts. IC industry has invested greatly in identifying various production combinations. Cost control efforts begun to shift from wafer foundry processes to measures that reduce the proportion of testing expenses. Hence, R&D trends for test equipment suppliers would be to focus on the development of multiple testing programs as well as high volume parallel testing solutions for boosting throughput. Customized test equipment capable of satisfying specific requirements may be directly used to replace experienced general-purpose testers to achieve significant reduction in costs. Handlers used in backend production of ICs could also work with different IC packaging types to sort out defective products from conforming ones. After IC packaging and testing, automatic system function testers could be used to rapidly screen the completed IC packages, replacing simulated test environments with actual usage environments for product testing to provide low cost and high coverage tests that will greatly improve the quality of the delivered product. In response to these development trends, this Company and its subsidiaries increased efforts to integrate technologies from multiple industries such as electronics, electrical machinery, mechanics, software, information, and communication in order to provide turnkey solutions for manufacturing andtesting semiconductor products. These new units cover more functions, and automated testers would help to achieve better testing economy through significant reduction of labor costs and great improvements to product quality. Poor economy meant that IC designers had to reduce costs and actively look for the most economic testing solution. These requirements offer this Company and its subsidiaries the perfect demand for growth.

  • Battery testing and automation solutions

Popularization of mobile communication and mobile devices as well as advances in electric vehicles technology was only possible thanks to continous

  • 59 -

improvements in battery functions. Battery reliability became increasingly important, especially for electric vehicle batteries. Quality and reliability not only affect the range of electric vehicles, but also their safety. Automated testing of batteries is currently held as an important link in the development of electric vehicles.

B. Special materials

Technical challenges of copper wire bonding processes have been gradually solved or improved on accelerating the introduction and certification of copper wire packages for downstream packaging plants. Copper wire usage therefore grows every year. Chroma New Material Corp., a subsidiary of this Company, worked with technical services offered by NIPPON MICROMETAL CORPORATION to provide value-added products and consolidate the share of package products with high technical barriers in the Taiwanese market.

  1. Correlation with upstream, midstream, and downstream sections of the industry

  2. A. Test instrument equipment

Such products would be part of the test instruments industry of ICT and electronic industries. This Corporation primarily purchase and acquire parts and components from upstream suppliers. The parts and components were then assembled by this Company and its subsidiaries, and the final products are then marketed and sold to customers under this Company’s brand name. This Corporation and its subsidiaries offer an extensive selection of solutions for product testing and validation purposes to customers in many fields such as video surveillance,passive components.,LCD modules,LED, semiconductor, photovoltaics (PV), and electric vehicle industries.

The following diagram describes the relationship between the upstream, midstream, and downstream products in this industry:

Upstream
Boxes and
cases
Printed
circuit
boards
(PCB)
IC
Other
components
Midstream Downstream
Boxes and
cases
Printed
circuit
boards
(PCB)
IC
Other
components
Assembly
Test
Sales
Video surveillance,
power supply, passive
components, IC design,
IC testing, LED, PV and
solar power cells, and
electric vehicles
industries

B. Special materials

Major products of the special material BU include gold wire, copper wire, and lead-free solder balls. Gold and copper wires are used during the IC packaging process for wire bonding to create bonding wires. The primary business Chroma New Material Corp., a subsidiary of this Company, engaged in would be the purchasing and sales of special materials. The downstream industry will be IC packagers.

C. Automatic equipment

Measurement equipment, automation systems, and MES software capabilities provide clients with an integrated automation solution (Turnkey Solution). Various turnkey solutions such as photovoltaic(PV) automated production and system integration, TFT-LCD automated production and system integration, and cleanroom equipment planning and system integration are the primary products offered by this Company and its subsidiary MAS Automation Corp.

  1. Development trends and competition of various products

  2. A. Development trends of various products

    • (A) Instruments business

      • Power electronics testing industry

The following describes the product development trends of power supply testing solutions in response to the aforementioned production, R&D, and quality requirements:

  • •Low voltage load characteristics and high current switching technology in

  • 60 -

response to point-of-load converter power supply and fast switching properties.

  • •Input distortion simulations and electrical grid distortion simulations in response to statutory requirements for testing the power supplies.

  • Discontinuous, low power measurements in response to energy saving requirements of power supplies under standby mode.

  • •AC power supply with high potential and high current to reduce the requirements for DC power supplies with DC/DC converter input, helping to reduce the testing cost.

  • High potential, high frequency testing technology and low parasitic capacitance testing jigs for LCD Inverter testing to greatly improve the testing speed and stability.

  • Network data capture functions to those manufacturers can promptly enact production capacity controls and analyze quality statistics.

  • Video testing industry

The display industry has continued to focus on high definition (HD) displays and attained 8K ultra-HD displays in 2016 in addition to active developments in 3D virtual reality technologies. These advancements highlight the importance of display resolution and interactivity as well as increasing reliance on testing equipment for quality assurance. Manufacturing for key components are becoming more integrated. These key components determine the costs and realized properties of the final display panel. Expansion of production capacity is also a key element to ensure successful delivery of display products. In response to the rapid development of thinner televisions and displays, this Company and its subsidiaries have released high-end testing equipment for HDTV, LCD TV, PDP TV, Multi Media TV and other display products. These test equipment include HDMI and HDCP,which could be used to satisfy both existing and future test requirements for the video industry. - Passive components testing industry

Electronic products are becoming lighter, thinner, and smaller. As a result, the manufacturing, R&D, and quality of passive components within these products also focused on high efficiency and precision levels. The following describes the trends of developing testing equipment for passive components:

  • High speed precision measuring, integrating equipment automation to improve production efficiency while reducing human negligence to boost reliability.

  • Integrated testing of multiple parameters to reduce the number of production equipment and length of working hours required, helping to lower production costs.

  • Provide comprehensive testing solutions for specific applications that help users to quickly establish systems to fulfill their testing requirements,as well as provision of comprehensive technical support.

  • Providing network data capture functions to those manufacturers can promptly enact production capacity controls and analyze quality statistics.

  • Electric vehicle / battery test equipment

In response to environmental changes, issues such as energy saving and carbon reduction as well as air pollution and health hazards posed by exhaust gases and emissions compelled many governments around the world to stipulate policies to reduce vehicle exhaust and encourage automobile manufacturers to develop electric vehicles. Batteries are key components of electric vehicles, so any development conducive to electric vehicle testing equipment will also help the development of battery testing equipment.

  • (B) Special materials

The following lists major development trends in IC packaging wire materials and technologies in response to the changes in semiconductor packaging technologies and product applications:

  • Gradual replacement of gold wire with copper wire for cost considerations.

  • Finer wire diameters and stronger wires in response to miniaturization, high frequency, and high speed requirements forthe final product.

  • Bonding capability and precision of wire bonding process in response to ever

  • 61 -

shrinking bonding pad areas on the die as a result of miniaturization requirements.

  • Increasing use of fine pitch and low-loop bonding profiles for stacked packaging with better ASP performance.

  • B. Product competition

This Corporation and its subsidiaries started working extensively with the electronics industry from its earliest stages of development. High barriers of entry in terms of product and techniques also allowed this Company and its subsidiaries to achieve leading positions in various product technologies. However, as new products are constantly released, this Company must also improve its R&D technologies for its instruments and products to maintain certain advantages. However, many electronic industries have moved their bases overseas and there is an increasingly severe issue of counterfeiting in the 3rd district. Products of this Company and its subsidiaries become subject to price competitions from these counterfeit goods. To maintain competitive advantages, this Company and its subsidiaries invested significant efforts to apply for patents and safeguard the value of the brand. As production processes become increasingly automated, integrated testers and automatic equipment will provide instrumentation industries with great competitive advantages.

  • (3) Technologies and recent R&D efforts:

  • R&D expenses invested in the 2 most recent years


advantages.
nologies and recent R&D efforts:
R&D expenses invested in the 2 most recent years
Unit: Thousand NT$
Item / year 2015 2016

R&D expenses
872,966 1,034,541
Net operating revenue 9,692,365 11,624,369
Proportion of R&D expenses of net operating revenue 9% 9%

2. Major R&D outcomes

◎2238 programmable video pattern generator

◎2918 flat panel display tester ◎62150H-S solar battery array simulation power source ◎58173-TC high speed LED test system ◎63200A/63200E high power DC electronic load ◎58158 LED lighting test system ◎61509/61609 programmable AC power source ◎58212-C LED mapping probe tester ◎66200 digital power meter ◎58690/58691 TOSA/BOSA thermal control system ◎7925 TO-CAN inspection system ◎7940 wafer chip inspection system ◎8000 power supply ATS ◎8700 battery module production line automatic testing system ◎11050 high frequency LCR meter ◎19301A impulsing winding tester ◎17011 battery charge / discharge test system ◎17020/17040 regenerative battery pack test system ◎1870D inductor test and packing machine ◎3730-E solar cell sorting system ◎7200 automatic optical solar cell wafer / battery cell inspection module ◎1871 inductor layer short automatic test machine ◎3380D VLSI test system ◎3680 Advance SoC test system ◎3110-FT full range ATC handler ◎58604 laser diode burn-in and reliability test system ◎3160C tri temp quad site handler ◎33010 PXIe digital IO card 3. Future R&D plans Trends of recent IT developments include Smart communication, Internet of Things (IoT), wireless communication functions in various equipment, electric vehicles, Smart cities, Industry 4.0 for the manufacturing sector, and Finance 3.0 for the financial sector. Every business hopes to deploy the latest technologies to improve performance

  • 62 -

and generate additional profits.

R&D plans of this Corporation shall therefore follow the development trends in various industries to develop automatic equipment as well as automatic production management systems (MES) needed by Industry 4.0. Also, in response to the general environment for energy saving and carbon reduction as well as trends to IoT and Internet of Vehicles (IoV), this Corporation also developed electric vehicle and testers, battery testers, wireless communication testers, and testers that correspond to VR and AR requirements. This Corporation and its subsidiaries are also dedicated to the R&D of products related to Clean Technology aiming at developing relevant automatic test equipment.

  • (4) Long- and short-term business development plans

  • Short-term development plans

    • (1) Enhance global positioning and develop first tier customers throughout the world

To expand the scale of the market, this Corporation invested in the Quantel, a Singaporean company, in 2016, and hopes to use the said company as a sales base for the markets in Southeast Asia and South Asia. A Germany branch has also been established. These efforts are aimed to provide better quality and faster services in various locations around the world, market products to first tier customers around the globe. This Corporation adopted certification systems of first tier customers to improve the scale of operations.

  • (2) Accelerate innovation, develop turnkey solution products, and establish solutions related to Industry 4.0 and smart manufacturing.

Major industrial nations are stepping up developments in Industry 4.0 and Smart Manufacturing to get ready for global competition in the future. This Corporation shall closely monitor these trends and continue to enhance innovative technologies and accelerate developments that meet the precise, reliable, and unique requirements for testing and turnkey solutions to meet future demands of the market.

(3) Lean operations management to effectively improve quality and efficiency

In response to the rapidly changing environment, this Corporation established a product research and development (R&D) technology database, compiled information of R&D technology personnel, and updated the enterprise management system to improve product R&D rates and rapidly provide various management and analytical information that serve as a basis for business management decision in making processes and effectively improved quality and efficiency.

  • (4)Implementation of 5300 program to improve operational scale

Enhance product market analytical capabilities for in-depth investigation of market development trends, formulate strategies for developing various product series, and establish marketing strategies as part of implementing the 5300 program to improve the operational scale.

  1. Long-term development plans

  2. (1) Marketing plans

Global specialization of industries led the production centers of IT industries to expand outwards. In order to provide customers with the services of the highest quality, this Company and its subsidiaries established a sales network composed of overseas subsidiaries as well as sales agents and dealers. Establishment of sales channels in various districts have been accelerated in key production areas in Mainland China to greatly promote this Company's brand name products. Meanwhile, this Company also worked with sales networks and formed strategic alliances with renowned global brands to provide agency services and sales to professional equipment in improving overall resource efficiency.

  • (2) Human resource plans

This Corporation and its subsidiaries have been developing niche products for its business development objectives, and can be considered as a technically intensive business. Efforts have been invested to strengthen employee training and establish a knowledge management platform and learning database, sharing resources to help employees quickly gain competence on the professional and technological field, improve human resources, and reduce learning time.

(3) Product development plan

This Corporation and its subsidiaries had worked extensively in the field of

  • 63 -

testing electronic products for many years, and provide stable product development strategies that are aligned with the industrial development. In addition to the test products developed for semiconductors and flat panel displays, this Company also invested in modular instruments, system integration, and other automated and customized products. With growing labor costs and aging population, smart networks, industrial automation and healthcare industries are becoming increasingly important. This Corporation's long-term product development plans shall therefore focus on the research and development of testing equipment related to products of smart network systems, industrial automation, and healthcare. This Corporation shall also be actively integrating upstream and downstream industries and employ a strategy of mergers to generate opportunities for developing relevant product lines.

2. Market, production, and sales

(1) Market analysis

  1. Major products by sales region
Area 2015 Unit: Thousand NT$ 2016
Proportion of net
operatingrevenue(%)

33
67
100
Sum Proportion of net
operatingrevenue(%)
Sum
Internal
sales
External
sales
Total
$3,301,311
6,391,054
$9,692,365

34
66
100
$3,887,330
7,737,039
$11,624,369

2. State of the market

As major economies around the world adopted quantitative easing policies to stimulate economic growth, global economy has made a steady recovery in 2016. Despite impacts caused by the intentions of the UK to withdraw from the European Union and the US presidential elections, world economy maintained a steady growth and moderate inflation. The information and electronics industry, however, was an exception. Due to lack of major revolutions in smart phone applications, the industry remained in a phase of limited development. Air pollution and global warming issues compelled various countries to focus on developments in environmental protection and green energy, thereby stimulating rapid advancements in solar power, LED, electric vehicles, and wind power generation. Such trends also increased demands for instruments and equipment related to the green energy sector.

  1. State and growth of market supply and demand

Strengthening impetus for growth of the US economy in 2016 has spurred major economies towards stable development. Demands for fiscal governance in various countries also led to establishment of countermeasures against money laundering and tax evasion. As 4G LTE and smart phones became increasingly ubiquitous, various countries started to greatly support mobile payments and mobile e-wallets. This led to expansions and developments in Internet of Things (IoT) and Internet of Vehicles (IoV) applications, wireless recharging, battery lifespan, as well as VR and AR technologies, creating infinite opportunities for expanding user interfaces. Advances achieved in the information technology (IT) sector and advantages in smart, energy saving, and automation solutions will spread to various aspects of life. It is expected that such trends will encourage supplier investments and increase equipment expenses to bring about developments in relevant testers and instruments.

  1. Positive and negative factors affecting competitive niches and long-term development, as well as response strategies

  2. A. Instruments

  3. (A) Competitive niche and positive factors:

This Corporation and its subsidiaries have been engaged in the instruments business since establishment. Positive interaction and relationships with customers allow this Company and its subsidiaries to identify the latest trends in the industry and initiate relevant research and development (R&D), release new

  • 64 -

measurement and testing equipment at the proper opportunities, and provide the solutions of the highest quality for the customers’ R&D and production efforts. Green industries will be undergoing large scale expansion. This Corporation and its subsidiaries also applied key technologies acquired in other sectors to clean technologies to develop products with multiple leading technologies, allowing this Corporation and its Subsidiaries to secure leading advantages in the testing market. Competitive niches of this Company and its subsidiaries include effective control over sales channels, acquisition of the latest information about the industry, and ownership of key technologies. The business group has ample resources in the sectors of testing, automation, and factory management systems to provide customers with the Turnkey Solutions required, providing this Company and its subsidiaries with various advantages to maintain market competitiveness.

(B) Disadvantages:

Instrument products are typically produced in lower amount and larger varieties, making mass production difficult. Production processes are often complicated and difficult to manage. Other negative factors include complexity of test instruments, considerable number of material types required, and high warehousing costs that result from these requirements.

© Response strategies:

Since products are offered in many models and required in small quantities, this Company and its subsidiaries adopted modular designs during product research and development (R&D) phases. Differences in specifications are concentrated in a single module during the production process. Shared characteristics and designs are adopted into general modules in order to improve production volume for general modules while reducing the materials required for the unique parts. Also, to improve production and warehousing management efficiencies, the MES BU and Information Center of this Company and its subsidiaries also established comprehensive data management systems based upon the business properties of this Company and its subsidiaries.

B. Special materials

(A) Competitive niche and positive factors:

Subsidiaries of this Company are the largest suppliers in Taiwan, providing customers with competitive value in terms of overall services, including quality, price, delivery date, technical support, and other services. These offer important competitive niches and are responsible for helping this Company and its subsidiaries secure a growing market share.

(B) Disadvantages:

Key materials has to be imported, which offer a certain degree of uncertainty.

(C) Response strategies:

To safeguard business development, Chroma New Material Corp., a subsidiary of this Company, has built a long-term partnership with NIPPON MICROMETAL CORPORATION of Japan to supply materials to Chroma New Material Corp.

(2) Major uses and production process of the primary products

(1) Major uses of the primary products:

  • Power electronics testing solutions

In addition to applications in IT, communications, aerospace, defense, and other industries, well-tried and proven power supply test solutions provided by Chroma ATE Inc. are also employed in hybrid vehicles, LED lighting, solar power, fuel cells, and other energy saving products that are actively developed as natural resources become increasingly scarce. This Corporation also provides various industries with customized test solutions.

This Corporation provides various test equipment for programmable AC power supply, programmable DC power source, DC electronic load, AC electronic load, digital power meter, and frequency-response analyzer, offering regulatory tests for both input and output terminals as well as satisfying the requirements of dynamic simulations. Softpanel (exclusive graphic operating software of Chroma) and NI Labview drivers are also provided to help users conveniently employ these solutions.

  • 65 -

This Corporation and its subsidiaries independently developed an automatic testing system which would include a software platform that come with powerful built-in functions and general tests which can be integrated with the desired hardware instrument to independently edit the test items and to acquire and analyze vast amounts of test data. Analysis results could then be used as a basis for R&D or quality assurance (QA) to make changes to the product or improvements to factory processes. In addition to recent applications for PC / Servo / Telecom power sources, adapters, and chargers, other areas such as backlight inverters, LED drivers, ballast of energy saving lamps, UPS, PV inverters, and even electric vehicle supply equipment (EVSE) are included within the scope of applications. Also, this Company and its subsidiaries have a global technical applications support team, and are capable of providing customized plans for automation systems as well as production of testing fixtures.

  • Video and color testing solution

LCD modules are provided with different signal transforming panels. Once assembled, the final product could be adapted to different signal outputs in various products. These complex outputs and input interfaces require a video pattern generator which could provide various international standard signal testing screens for testing purposes to analyze the performance of the display in processing video signals. Precision is a key requirement as the output signals of video pattern generator s are the standard source.

Color analyzers use advanced digital signal processors and photoelectric conversion technology and combined them with precision optical components and circuit design to accurately measure the energy, calibrated color, brightness, and white balance of the light projected by the display to meet international standards and specifications.

For large scale monitors and projectors, the optical color analysis probe can be used to achieve simultaneous measurements of multiple points. This can then be integrated with the video pattern generator as well as a software operation interface for video signal analysis. All programmed tests can be carried out quickly using single button operations, making it the most competitive video and color testing solution available.

  • Test solutions for passive components and regulatory testing

Testing equipment for passive components include tests for capacitors, inductors, resistors, and other basic passives as well as tests conducted for various electronic components that are assembled using these components (such as wound components, communication and power source filters) or have comparable properties (such as switches, connectors, conducting wires, metallic materials, dielectric materials, magnetic materials, and semiconductor components). Tests can be used to analyze the properties of the tested objects and provide design optimization for integrated applications such as automated production inspection, incoming / outgoing inspection, QA verification, and R&D analysis in order to satisfy the customer’s requirements for cost reduction and achieving better efficiency.

Electrical regulatory test equipment is widely used in various types of electronic components, electrical products, or healthcare products. Major tests include AC/DC withstanding voltage and insulation resistance testing for electronic components as well as earth connection and earth leakage current tests for electrical products or medical electronics. In addition to verifying product compliance with various safety specifications such as those from UL (United States), CE (Europe), and TUV (Germany), the primary purpose of testing is to ensure personal safety of the users as well as long-term reliability of the products. To create an international sales channel, safety regulations must be regarded as a major topic.

Products that have been tested include multi-functional calibrators, resistors, and capacitor meters. In addition to single unit operations, these solutions can also be connected and used with other testers for R&D, design verification, and QA testing purposes. These test solutions are capable of fulfilling basic testing requirements of different units.

  • Flat panel display testing solutions

Liquid crystal module testing solution is able to adopt a shorting-bar signal during the assembly phase to test panels for various defects and implement laser

  • 66 -

correction. After module assembly, different panel dimensions and backlight sources (CCFL or LED BLU) are referenced before using video signal sources and programmable power sources together with ergonomic operation interface on PC platforms to complete voltage, current, and power testing. Both software and hardware are used to analyze the image bright spots, defective spots, color, and resolution. Automated conveyor production line designs and system-based controls will also provide integrated network-based management functions for data analysis. - Semiconductor / IC testing solutions

Cost control efforts have recently shifted from wafer foundry cost reductions to reducing the proportion of testing expenses. VLSI test systems provide an accurate logic simulation for complex electrical signals of the IC as well as rapid assessment of test results. Test head functions are expanded to implement multiple tests and to conduct massive multi-site testing to improve throughput (production volume per unit time). Additionally, customized test equipment capable of satisfying specific requirements may be directly used to replace experienced general-purpose testers to achieve significant reduction in testing costs.

Handlers used in backend production of ICs can also work with different IC packaging types to sort out defective products from conforming ones. After IC packaging and testing, automatic system function testers can be used to rapidly screen the completed IC packages, replacing simulated test environments with actual usage environments for product testing to provide low cost and high coverage tests that will greatly improve the quality of the delivered product.

  • LED / illumination test solutions

LED test equipment of this Company can be employed during midstream process before or after die singulation or die separation. Tests include electrical, optical, and electrostatic discharge (ESD) properties of the die. These solutions can be integrated with ergonomic operation interface of the probe testers to achieve rapid LED testing. For downstream packaging processes, tests such as ESD, thermal resistance, and temperature control (tri-temperature) can be carried out with simulated changes of environmental temperature and humidity and measuring the electrical and optical properties of the LED module. Test requirements for LED modules are primarily lifespan tests for LED Flash Lights, LED Light Bars, and OLEDs. Customized test solutions for electrical properties of LEDs and optical testing are also provided to satisfy various kinds of test requirements.

  • Solar cell test solutions

Solar cell test solutions include a number of different testers and testing equipment developed primarily for test requirements during the cell phase and module phase of the solar cell. I-V testers can be used to measure cell conversion efficiency of solar cells and sort these cells according to conversion efficiency. Automatic optical testing can then be used to determine any color, top side, and back side printing defects of the solar cell. Finally, the category of the solar cell can be used to implement relevant sorting. When assembling PV systems, system inverters will convert DC into AC currents while controlling the direction of current flow and calculate the reverse current delivered. AC/DC power supply and electronic load of Chroma ATE can be used to simulate and measure output power supply to ensure its quality.

  • Manufacturing execution system (MES)

This solution provides an integrated system for collecting various manufacturing data from the production floor. Diverse electronic equipment can be used to automatically collect various production data and integrate data required by processes in various units (such as material, production, manufacturing, quality control (QC), and warehousing) so that every unit can rapidly acquire the needed information to boost production efficiency.

  • 67 -

2. Production process

==> picture [435 x 159] intentionally omitted <==

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

Material Mounting Reflow Process
Material processing (automatic) oven Touch-Up inspection
After Prior Module Pre-warehouse
burning Burning burning assembly Inspection of PCB test
Semi-finished
assembly test
product
After Pre-warehouse Pre-warehouse Pre-delivery
burning inspection packing Warehousing inspection Delivery
test
----- End of picture text -----

(3) Supply of primary raw materials

This Corporation and its subsidiaries manufacture a large variety of product types in small quantities. A large variety of raw materials would be required, with primary materials include: programmable logic gate array IC, converter IC, memory, relays, structural materials, and PCB. The following describes the state of material supply:

Main material
category
Main supplier State of supply
Programmable
logic gate array
IC
Galaxy Far East Corp.,
Weikeng, and Answer
Technology
These 3 suppliers are product agents of world
renowned manufacturers and have long-term
collaborative relationships with this Company,
providing stable quality and supply volumes.
Inverter IC Answer Technology,
Promate, and Yosun
These 3 suppliers are product agents of world
renowned manufacturers and have long-term
collaborative relationships with this Company,
providing stable quality and supply volumes.
Memory Weikeng, Transcend,
and Arrow Electronics
These 3 suppliers are product agents of world
renowned manufacturers and have long-term
collaborative relationships with this Company,
providing stable quality and supply volumes.
Electric relay SUMCHIP, IC-Hi
Technology, Bright
Toward Industry
These 3 suppliers are product agents of world
renowned manufacturers and have long-term
collaborative relationships with this Company,
providing stable quality and supply volumes.
Structural
materials
Giga Solution Tech.,
You-Sheng Precision
Industry, High
Accurate Metal
Materials provided by these 3 suppliers offer good
manufacturing quality as well as steady supply
volumes. These suppliers also established positive
long-term collaborative relationships with this
Company.
PCB Lin Genius Enterprise
Co., Speedy-Circuits,
Goldensum
Materials provided by these 3 suppliers offer good
manufacturing quality as well as steady supply
volumes. These suppliers also established positive
long-term collaborative relationships with this
Company.
Gold wire and
copper wire for
IC
NIPPON These materials are mainly supplied by NIPPON.
NIPPON has established a positive and long-term
collaborative partnership with Chroma New
Material Corp., a subsidiary of this Company.

Given the large variety of raw materials and components needed by this Company and its subsidiaries to manufacture precision instruments, all local and overseas purchases are handled by a single purchasing unit. Where possible, 2 or more suppliers are selected to ensure supplier replaceability, acquire competitive pricing, distribute purchasing risks, achieve reasonable cost reductions, and provide better services. The purchasing unit shall regularly review quotations offered by the supplier. QC and

  • 68 -

purchasing personnel shall conduct audits at the supplier end to ensure the stability of product quality while assessing the production capability of the supplier.

  • (4) A list of any suppliers and customers accounting for 10 percent or more of the company’s total procurement (sales) in either of the 2 most recent years, the percentage of total procurement (sales), and an explanation of the reason for changes in these figures.

  • List of suppliers accounting for 10 percent or more of the company's total procurements in either of the 2 most recent years

Information of major suppliers in the 2 most recent years

Unit: Thousand NT$

Item 2015 2015 2015 2015 2016 2016 2016 2016
Name Sum Proportion of
total
procurement
value for the
entireyear(%)
Relationship
with the
issuer
Title Sum Proportion of
total
procurement
value for the
entireyear(%)
Relationship
with the
issuer
1 NMC 1,207,491
24.29

None
NMC 1,203,234
20.69

None
2 NMC
(Philippines)
940,421
18.92

None
NMC
(Philippines)
956,431
16.45

None
Other 2,822,811
56.79

-
Other 3,654,495
62.86

-
Net
procurement
4,970,723
100.00
Net
procurement
5,814,160
100.00

Explanation for any changes:

Changes to NMC procurement sums in the two most recent years are down to a minimum. This company remains one of the two largest suppliers of this Corporation.

  1. List of customers accounting for 10 percent or more of the company's total sales in either of the 2 most recent years

Information of major customers for the 2 most recent years

Unit: Thousand NT$

Unit: Thousand NT$ Unit: Thousand NT$ Unit: Thousand NT$ Unit: Thousand NT$
2015 2016
Item Title Sum Proportion of
total sales
value for the
entire year (%)
Relationship
with the
issuer

Title
Sum Proportion of
total sales
value for the
entire year
(%)


Relationship
with the
issuer
1 Other 9,692,365
100.00

-
Other 11,624,369
100.00
-
Net sales 9,692,365
100.00
Net sales 11,624,369 100.00

In the two most recent years, no single customer accounted for more than 10% of total sales value of this Company.

  • 69 -

(5) Table of production volume in the two most recent years

Unit: km, m, feet, g, units, sets, thousand NT$

Year
Production value
Primarycommodity
2015 2015 2015 2016 2016 2016
Production
capacity
(Note 1)
Production
volume
Production
value
Production
capacity
(Note 1)
Production
volume
Production
value
Test instrument
equipment
-
55,529

1,496,685

-

91,594

2,433,991
Special materials -
-

-

-

-

-
Automatic equipment -
228

1,047,233

-

220

435,432
Others -
-

-

-

-

-
Total -
55,757

2,543,918

-

91,814

2,869,423

Note 1: This Corporation and its subsidiaries adopted a production model of producing many product types for limited quantities instead of mass production using automated production lines. No particular product has an exclusive product line. Hence, general assessments for capacity utilization rates cannot be used for such production models. Production processes were based upon the processes required and work hours provided by the testers. Machinery and equipment were then used to assemble a flexible manufacturing work station. Production volume and capacity for various products shall be sequenced according to the product market or purchase order requirements. Expected production volume was used to flexibly adjust production capacity in order to achieve maximum benefits using limited economic resources. Hence, all primary products listed above were capable of maintaining stable capacity utilization rate. Products that proved to be competitive in the market could also utilize the most flexible production plan to achieve optimal capacity utilization rate.

(6) Sales volume in the 2 most recent years

Unit: KM, M, feet, g, units, sets, thousand NT$

Year
Sales
value
Primary
commodity
2015 2015 2015 2015 2016 2016 2016 2016
Internal sales External sales Internal sales External sales
Volume Value Volume Value Volume Value Volume Value
Test instrument
equipment
18,224
899,741

81,062
4,766,432
14,374
1,181,074 124,415 7,406,303
Special
materials
2,259,207,648 2,302,212 3,298,490
25,939
2,722,204,609 2,241,265
61

27,792
Automatic
equipment
189
92,861

39
1,167,970
196

148,399

24

233,889
Other -
6,497

-

430,713

-

316,592

-

69,055
Total 2,259,226,061 3,301,311 3,379,591 6,391,054 2,722,219,179 3,887,330 124,500 7,737,039
  • 70 -

3. Information of employees for the 2 most recent years up to the date of the publication of this report

Year 2015 2016 The current year to
February28,2017
Number of
employees
Sales management 1,008 1,070 1,099
Production 768 750 773
R&D 614 677 666
Total 2,390 2,497 2,538
Average age 35.18 35.53 35.54
Average work tenure 5.74 5.83 5.86
Distribution
and proportion
Of academic
backgrounds
PhD 0.72% 0.77% 0.80%
Masters 17.66% 20.22% 20.24%
Univeristy/ college degree 65.27% 63.65% 64.15%
High school diploma 14.37% 13.42% 12.89%
Below high school 1.98% 1.94% 1.92%

4. Disbursements for environmental protection

(1) Total losses and fines for environmental pollution from the most recent year to the date of publication date of this report: None.

(2) Future response strategies

This Corporation is situated at the Huaya Technology Park in Linkou and is a high tech and low polluting industry in the IT sector. No public hazards or pollution issues would be generated during the production process. Hence, no licenses for establishing polluting facilities would be required by this Company. For waste water and sewage issues, this Company only generates domestic sewage which would undergo preliminary treatment in this factory before being discharged into the wastewater treatment system of the Technology Park. Domestic wastes would be cleaned and disposed of by waste disposal and handling companies registered and approved by the state. This Corporation and its subsidiaries place great importance on environmental issues and comply with relevant laws. Landscaping and aesthetics were considered when constructing factory buildings to provide a green, spacious, clean, healthy, and comfortable areas for the employees.

Currently, this Company and its subsidiaries are also active in activities related to green and environmental protection industries, and actively introduced or developed greener operations and products for processes, products, services, and principles in order to fulfill laws and requirements related to RoHS and toxic chemical substances of the customers and countries where the products are being sold to. These laws and requirements are also used as guidelines to achieve continuous improvements and sustainable management to achieve the final objective of green industries.

When pursuing and maintaining the overall ecology and sustainable development, this Company and its subsidiaries are committed towards technical improvements and breakthrough while upholding corporate responsibilities such as compliance with the law, social duties, and environmental protection. Stringent approaches are adopted to actively promote environmental management systems (EMS), safety and health related activities, and pollution prevention measures in order to create an excellent, safe, and healthy work environment to safeguard the employees’ physical and mental health.

5. Labor relations

(1) Various employees benefit plans, continuing education, training, retirement systems, and the state of implementation as well as various employee-employer agreements and

  • 71 -

measures for maintaining employee rights and interests.

  1. Employee benefit plans

This Corporation has established an Occupational Welfare Committee in charge of coordinating and managing employee benefit funds, organizing employee social clubs and tours, ball games, social activities, and gifts for public holidays for fellow employees. The plan also includes subsidies for employee marriage, passing of immediate family members, and other celebrations and festivals, subsidies for employee tours, labor, health insurance, and group insurances, establishing employee restaurants, employee dormitories and recreation centers, providing a diverse selection of recreational and entertainment facilities for employees, and preparing employees’ parking spaces.

  1. Training

To promote the employees’ competence, knowledge, and management skills required of their duties, this Company stipulated the Education and Training Management Regulations. This Corporation's business objectives as well as results of departmental surveys are compiled to formulate the annual training plan. Newly hired staff are provided with work orientation training. On-job training, specialization training, or professional external training are provided every now and then for employees to train professional and talented personnel, improve business performance, and achieve effective utilization of human resources.

The following lists training results of the most recent year:

Number of employees trained Trainingexpenses(thousand NT$)
6,833 1,415

Training courses include: Training for newly hired staff, professional specialization, language training, management duty training, and lifestyle seminars.

  1. Retirement system

This Corporation has stipulated the Employee Retirement Regulations based upon the Labor Standards Act. 4% of the total monthly salary provided shall be deposited as a retirement reserve fund at the Department of Trusts of Bank of Taiwan, while an Employment Retirement Reserve Fund Supervision Committee was established for monitoring purposes. Since July 1, 2005, once regulations for employee retirement funds enter into force, the monthly pension payments shall be deposited at the Employee's Pension Account established by the Bureau of Labor Insurance.

  1. Employee-employer agreement

This Corporation and its subsidiaries place great importance on employee welfare and established a harmonious employee-employer relationship. In addition to complying with Labor Standards Act and relevant laws, welfare measures considered superior to statutory regulations were also enacted. Additionally, the company promotes the efficiency for internal communication and encourages fellow employees to propose various recommendations. In addition to regular internal communication meetings between various units, communication channels for employee relations are also established. Any employee inquiry or recommendations can be communicated using Employee Communication Helpline, Employee Communication Email, and Employee Communication Feedback Mailbox is offered to prevent any possible employee-employer disputes.

  1. Measures for safeguarding employees’ rights

To safeguard the employees’ rights and improve the lifestyle of fellow employees, additional employee-employer communication channels have been established. This Corporation also established the Occupational Welfare Committee to plan the allocation, payment, preservation, and utilization of the occupational welfare and to provide laws specified by relevant laws. Protection of the employees’ rights and implementation of welfare systems shall be based upon statutory regulations.

  • (2) Any loss suffered due to employee-employer disputes, estimated loss for current or future incidents that may occur, and response measures from the most recent year to the publication date of this report, and explain the reasons why a reasonable estimate could not be made: None.

  • 72 -

6. Important contracts

Nature of
contract
Party Starting and
ending date of the
contract
Major contents Restrictive
terms
Land purchasing
/ sales contract
Ministry of
the Interior
From the April 18,
2012 (date of
signing the
contract) until the
date when notice
registration of all
projected land
have been
canceled.

This Corporation entered a
contract with HERAN Co.,
Ltd. as well as Dynapack
Corp. to participate in the
Tendering for the Business
Exclusive Zone in the
Development Area of the
Taoyuan International
Airport Access MRT A7
Station. The total sum of this
contract was ten billion
eighty-eight million eight
hundred and eighty-nine
thousand nine hundred and
ninety New Taiwan Dollars
(NT$ 10,088,889,990) and
included a total land area of
222,300 square meters.
Shares held by each member
of the tender: Chroma ATE
Inc. 35%, HERAN Co., Ltd.
35%, and Dynapack Corp.
30%.
When
transferring
land property
rights, the
seller requested
the buyer to
agree to the
condition of
providing
notice land
registration to
these lands as
undeveloped
and unused
lands.
Joint credit
extension contract
E. Sun
Commercial
Bank and 6
other
financial
institutions
Contract was
signed on August
28, 2012, and
shall enter into
force from the
date of first
utilization and end
5 years after the
date of first
utilization.

Mid-term loans for paying
the development of Business
Exclusive Zone at the A7
Station of the Taoyuan
International Airport MRT.
Financial ratios
must be
compliant with
the standards
stipulated
within the
contract.
  • 73 -

VI. Financial summary

  1. Condensed balance sheet and composite income sheet for the 5 most recent years

  2. Condensed consolidated balance sheet and statement of comprehensive income or loss - International Financial Reporting Standards

Unit: Thousand NT$

Unit: Thousand NT$ Unit: Thousand NT$ Unit: Thousand NT$ Unit: Thousand NT$ Unit: Thousand NT$ Unit: Thousand NT$ Unit: Thousand NT$ Unit: Thousand NT$ Unit: Thousand NT$ Unit: Thousand NT$
Year
Item
Financial information of the 5 most recent fiscal years
2012 2013(Note 1) 2014(Note 1) 2015(Note 1) 2016
Current assets 6,837,946
7,005,438

9,184,704

9,632,600

11,212,692
Property, plant, and equipment 2,794,253
2,695,664

2,712,962

2,767,608

2,714,127
Intangible assets 194,038
201,079

200,472

200,576

227,503
Other assets 1,481,131
2,868,238

2,871,838

3,459,655

4,478,456
Total assets 11,307,368
12,770,419

14,969,976

16,060,439

18,632,778
Current
liability
Before allotment 3,112,588
3,052,669

2,870,775

3,112,654

4,723,411
After allotment 3,862,257
3,989,780

3,853,214

4,020,607

(Note 2)
Non-current liability 291,495
1,021,103

2,726,113

3,416,489

3,121,516
Total
liabilities
Before allotment 3,404,083
4,073,772

5,596,888

6,529,143

7,844,927
After allotment 4,153,752
5,010,883

6,579,327

7,437,096

(Note 2)
Equity attributable to the owner
ofthe parent company
7,796,606
8,557,696

9,252,948

9,410,104

10,616,627
Capital stock 3,767,599
3,767,599

3,787,821

3,791,699

3,898,872
Capital surplus 917,062
960,198

1,256,654

1,302,269

1,960,159
Retained
earnings
Before allotment 2,961,545
3,386,999

3,737,083

3,952,185

4,735,275
After allotment 2,211,876
2,449,888

2,754,644

3,044,232

(Note 2)
Other equity 186,300
478,800

507,104

399,665

58,035
Treasury stock (35,900) (35,900) (35,714) (35,714) (35,714)
Non-controlling interests 106,679
138,951

120,140

121,192

171,224
Total equity Before allotment
After allotment
7,903,285
8,696,647

9,373,088

9,531,296

10,787,851
7,153,616
7,759,536

8,390,649

8,623,343

(Note 2)

Item
Year Financial information of the 5 most recent fiscalyears
2012 2013 2014(Note 1) 2015(Note 1) 2016
Sales revenue 11,643,508 10,170,631
10,307,085

9,692,365
11,624,369
Grossprofit(Note 3) 3,389,640
3,750,820

4,046,270

4,221,340

5,428,322
OperatingIncome 1,073,932
1,168,499
1,221,400
1,219,999
2,013,181
Non-operatingincome and expenses 64,426
248,537

302,113

262,673

28,876
IncomeBeforeIncomeTax 1,138,358 1,417,036 1,523,513 1,482,672
2,042,057
Net income of continuing operations
duringthisperiod
916,237
1,179,156

1,295,985

1,194,542

1,695,566
Loss of discontinued operations



Net income in thisperiod 916,237
1,179,156

1,295,985

1,194,542

1,695,566
Comprehensive income( loss) (net of tax)
inthis period
26,276
287,363

4,567

(131,740)

(223,152)
Total comprehensive income( loss) in
thisperiod
942,513
1,466,519

1,300,552

1,062,802

1,472,414
Net income attributable to the owner of
theparent company
920,328
1,204,892

1,318,373

1,236,557

1,719,935
Net income attributable to non-
controllinginterests
(4,091)
(25,736)

(22,388)

(42,015)

(24,369)
Total comprehensive income ( loss)
attributable to the owner of the parent
company
947,956
1,491,388

1,320,288

1,102,621

1,501,612
Total comprehensive income( loss)
attributable to non-controllinginterests
(5,443)
(24,869)

(19,736)

(39,819)

(29,198)
Earningsper share(NT$) 2.46 3.21 3.51 3.28 4.53
  • 74 -

Note 1: In 2015, this Corporation began to adopt the Regulations Governing the Preparation of Financial Reports by Securities Issuers as well as the 2013 version of the International Financial Reporting Standards (IFRS) and International Accounting Standards (IAS) as well as interpretations and announcements thereof approved by the Financial Supervisory Commission (FSC), and traced applicable items in previous financial reports to adjust those items that may be affected by these adoptions.

  • Note 2: Distribution for the 2016 surplus have not been distributed by the annual shareholders’ meeting. These fields were left blank as a result.

Note 3: Values listed are net realized gross profit from which unrealized gross profit were deducted from.

2. Individual balance sheet and comprehensive income or loss sheet - International Financial Reporting Standards

Unit: Thousand NT$

Year
Item
Year
Item
Financial information of the 5 most recent fiscalyears Financial information of the 5 most recent fiscalyears Financial information of the 5 most recent fiscalyears Financial information of the 5 most recent fiscalyears Financial information of the 5 most recent fiscalyears Financial information of the 5 most recent fiscalyears Financial information of the 5 most recent fiscalyears Financial information of the 5 most recent fiscalyears Financial information of the 5 most recent fiscalyears Financial information of the 5 most recent fiscalyears
2012 2013(Note 1) 2014(Note 1) 2015(Note 1) 2016
Current assets 3,469,952
3,607,432

6,015,641

5,999,691

7,709,289
Property, plant, and equipment 1,993,820
1,924,727

1,907,429

1,844,215

1,805,031
Intangible assets 94,424
94,424

94,424

94,424

94,424
Other assets 3,699,118
5,363,903

5,274,245

6,026,586

6,977,507
Total assets 9,257,314
10,990,486

13,291,739

13,964,916

16,586,251
Current
liability

Before allotment 1,298,484
1,551,520

1,455,362

1,310,706

3,037,002
After allotment 2,052,004
2,493,420

2,442,795

2,220,906

(Note 2)
Non-current liability 162,224
881,270

2,583,429

3,244,106

2,932,622
Total
liabilities

Before allotment
After allotment
1,460,708
2,432,790

4,038,791

4,554,812

5,969,624
2,214,228
3,374,690

5,026,224

5,465,012

(Note 2)
Equity attributable to the owner
of theparent company

7,796,606

8,557,696

9,252,948

9,410,104

10,616,627
Capital stock 3,767,599
3,767,599

3,787,821

3,791,699

3,898,872
Capital surplus 917,062
960,198

1,256,654

1,302,269

1,960,159
Retained
earnings
Before allotment 2,961,545
3,386,999

3,737,083

3,952,185

4,735,275
After allotment 2,208,025
2,445,099

2,749,650

3,041,985

(Note 2)
Other equity 186,300
478,800

507,104

399,665

58,035
Treasury stock (35,900) (35,900) (35,714) (35,714) (35,714)
Non-controlling interests



Total
equity
Before allotment 7,796,606
8,557,696

9,252,948

9,410,104

10,616,627
After allotment 7,043,086
7,615,796

8,265,515

8,499,904

(Note 2)

Item
Year Financial information of the 5 most recent fiscal years
2012 2013 2014 (Note 1) 2015 (Note 1) 2016
Sales rev enue 4,173,732
3,926,480

5,135,199

4,539,441

7,233,315
Gross profit (Note 3) 2,269,354
2,153,911

2,752,917

2,519,834

3,763,579
Operating Income 878,533
741,590

1,052,145

825,721

1,726,398
Non-operating income and expenses 191,716
563,197

431,832

548,464

281,123
Income Before Income Tax 1,070,249
1,304,787

1,483,977

1,374,185

2,007,521
Net income of continuing operations
duringthisperiod
920,328
1,204,892

1,318,373

1,236,557

1,719,935
Loss of discontinued operations



Net income in this period 920,328
1,204,892

1,318,373

1,236,557

1,719,935
Comprehensive income ( loss) (net of
tax)in thisperiod
27,628
286,496

1,915

(133,936)

(218,323)
Total comprehensive income in this
period
947,956
1,491,388

1,320,288

1,102,621

1,501,612
Net income attributable to the owner of
theparent company
920,328
1,204,892

1,318,373

1,236,557

1,719,935
Net income attributable to non-
controllinginterests




  • 75 -
Total comprehensive income attributable
to the ownerofthe parent company
947,956 1,491,388
1,320,288

1,102,621

1,501,612
Total comprehensive income (loss)
attributable to non-controllinginterests



Earnings per share (NT$) 2.46 3.21
3.51

3.28

4.53
  • Note 1: In 2015, this Corporation began to adopt the Regulations Governing the Preparation of Financial Reports by Securities Issuers as well as the 2013 version of the International Financial Reporting Standards (IFRS) and International Accounting Standards (IAS) as well as interpretations and announcements thereof approved by the Financial Supervisory Commission (FSC), and traced applicable items in previous financial reports to adjust those items that may be affected by these adoptions.

  • Note 2: Distribution for the 2016 surplus have not been distributed by the annual shareholders’ meeting. These fields were left blank as a result.

  • Note 3: Unrealized profits with subsidiaries and related businesses were removed. The only values listed are realized gross profit.

3. Condensed consolidated balance sheet and statement of comprehensive income or loss -

Taiwan’s Financial Accounting Standards

Unit: Thousand NT$

Year
Item
Year
Item

Financial information of the 5 most recentyears(note 1)

Financial information of the 5 most recentyears(note 1)

Financial information of the 5 most recentyears(note 1)

Financial information of the 5 most recentyears(note 1)

Financial information of the 5 most recentyears(note 1)
2012 Year
Year

Year

Year
Current assets 6,888,849



Funds and investments 916,114



Fixed assets 3,151,132



Intangible assets 194,038



Other assets 141,754



Total assets 11,291,887



Current
liability
Before allotment 3,130,394



After allotment 3,883,914



Long-term liability 119,415



Other liability 140,635



Total
liabilities
Before allotment 3,390,444



After allotment 4,143,964



Capital stock 3,767,599



Capital surplus 910,680



Retained
earnings
Before allotment 2,879,197



After allotment 2,125,677



Unrealized income of financial
products
227,382



Cumulative translation adjustment 40,144



Net loss not recognized as pension
cost




Treasury stock (30,238)


Minority equity 106,679



Shareholder
equity Total
Before allotment 7,901,443



After allotment 7,147,923



  • 76 -
Year
Item

Financial information of the 5 most recentyears(note 1)

Financial information of the 5 most recentyears(note 1)

Financial information of the 5 most recentyears(note 1)

Financial information of the 5 most recentyears(note 1)

Financial information of the 5 most recentyears(note 1)
2012 Year Year Year Year
Sales revenue 11,747,443



Gross profit 3,418,513



Operating Income 1,082,984



Non-business income and benefits 147,322



Non-business expenses and loss 66,127



Income Before Income Tax 1,164,179



Gain of continuing operations 941,023



Gain (loss) of discontinued operations



Gain (loss) of extraordinary items



Cumulative effect of changes in accounting
principles




Net income in this period 941,023



Net income attributable to shareholders of the
parent company during this period
945,114



Earnings per share (NT$) (Note 2) 2.52



Note 1: Based upon the 2012 financial report reviewed and signed by the CPA. Note 2: Earnings per share are based upon recapitalization of traced and adjusted surplus, Capital surplus s, and employees’ bonuses.

  1. Condensed individual balance sheet and statement of comprehensive income or loss - Taiwan’s Financial Accounting Standards
Unit: Thousand NT$ Unit: Thousand NT$ Unit: Thousand NT$ Unit: Thousand NT$ Unit: Thousand NT$
Year
Item
Financial information of the 5 most recentyears(note 1)
2012 Year Year Year Year
Current assets 3,515,055



Funds and investments 3,531,509



Fixed assets 2,350,699



Intangible assets 94,424



Other assets 66,966



Total assets 9,558,653



Current
liability
Before allotment 1,298,484



After allotment 2,052,004



Long-term liability



Other liability 465,405



Total
liabilities
Before allotment 1,763,889



After allotment 2,517,409



Capital stock 3,767,599



Capital surplus 910,680



Retained
earnings
Before allotment 2,879,197



After allotment 2,125,677



Unrealized income of financial
products
227,382



Cumulative translation adjustment 40,144



Net loss not recognized as pension
cost




Treasurystock (30,238)


Total
stockholders'
equities
Before allotment 7,794,764



After allotment 7,041,244



  • 77 -
Year
Item
Financial information of the 5 most recentyears(note 1) Financial information of the 5 most recentyears(note 1) Financial information of the 5 most recentyears(note 1) Financial information of the 5 most recentyears(note 1) Financial information of the 5 most recentyears(note 1)
2012 Year Year Year Year
Sales revenue 4,173,732


Gross profit (Note 2) 2,269,354


Operating Income 875,487


Non-business income and benefits 261,122


Non-business expenses and loss 40,495


Income Before Income Tax 1,096,114


Gain of continuing operations 945,114


Gain (loss) of discontinued operations


Gain (loss) of extraordinary items


Cumulative effect of changes in accounting
principles



Net income in this period 945,114


Earnings per share (NT$) (Note 3) 2.52


Note 1: Based upon the 2012 financial report reviewed and signed by the CPA.

Note 2: Values listed are net realized gross sales profit from which unrealized gross sales profit were deducted from. Note 3: Earnings per share are based upon recapitalization of traced and adjusted surplus, Capital surplus, and employees’ bonuses.

  1. Name of the CPA for the 5 most recent years and audit opinions

  2. (1) Name of the CPA for the 5 most recent years and audit opinions

Year Accounting firms Name of the CPA Audit opinions
2012 Deloitte & Touche Wen-chin Lin, Chen-ming Li Unqualified opinion
2013 Deloitte & Touche Wen-chin Lin, Chen-ming Li Unqualified opinion
2014 Deloitte & Touche Cheng-ming, Lee and Li-wen, Kuo Unqualified opinion
2015 Deloitte & Touche I-wen, Wangand Wen-Chi, Kuo Unqualified opinion
2016 Deloitte & Touche I-wen, Wangand Wen-Chi, Kuo Unqualified opinion
  • (2) Accounting firms, former and successor CPAs, and reasons for the replacement for any replacement of CPAs in the 5 most recent years

  • Reasons for changing the CPAs in 2014

  • a. Names of former and successor CPAs:

  • Former: CPA Wen Chin, Lin and CPA Cheng-ming, Lee Successor: CPA Cheng-ming, Lee and CPA Li-wen, Kuo

  • b. Reason for replacement: Internal rotation of duties of the accounting firm.

  • c. Date of incident: April 30, 2014

  • d. Any disagreement relating to accounting principles or auditing items between the former and successor CPAs: None.

  • Reasons for changing the CPAs in 2015

  • a.Names of former and successor CPAs:

  • Former: CPA Cheng-ming, Lee and CPA Li-wen, Kuo Successor: CPA I-wen, Wang and CPA Wen-chi, Kuo

  • b.Reason for change: To ensure the independence of the CPA and in compliance with the internal rotation system of Deloitte & Touche.

  • c. Date of incident: December 23, 2015.

  • d. Any disagreement relating to accounting principles or auditing items between the former and successor CPAs: None.

  • 78 -

2. Financial analysis for the 5 most recent fiscal years

1. Consolidated financial analysis - International Financial and Accounting Reporting Standards

Item analyzed Year
(Note 2)
Financial analysis for the 5 most recent fiscal years Financial analysis for the 5 most recent fiscal years Financial analysis for the 5 most recent fiscal years Financial analysis for the 5 most recent fiscal years Financial analysis for the 5 most recent fiscal years
2012 2013 (Note 1) 2014 (Note 1) 2015 (Note 1) 2016
Financial
structure
(%)
Liability to asset ratio 30.10 31.90 37.39 40.65 42.10
Proportion of long-term
capital in property, plant, and
equipment (PP&E)
293.27 360.50 445.98 467.83 512.48
Debt-paying
ability (%)
Current ratio 219.69 229.49 319.94 309.47 237.39
Quick ratio 167.06 177.19 258.74 248.58 190.86
Interest coverage ratio 114.59 100.66 49.67 39.02 49.56
Operating
ability
Receivables turnover ratio
(times)
3.65 3.41 3.25 3.23 3.92
Average collection days 100 107 112 113 93
Inventory turnover ratio
(times)
4.28 3.79 3.46 2.73 2.77
Payables turnover ratio
(times)
4.09 4.14 4.77 4.02 3.62
Average inventory turnover
days
85 96 105 134 132
Property, plant, and
equipment turnover ratio
(times)
4.18 3.71 3.81 3.54 4.24
Total asset turnover ratio
(times)
1.01 0.84 0.74 0.62 0.67
Return on
investments
Return on assets (%) 8.07 10.11 9.69 8.18 10.12
Return on equity (%) 11.80 14.73 14.80 13.25 17.18
Ratio of pre-tax income to
paid-in capital(%)
30.21 37.61 40.22 39.10 52.38
Net profit rate () 7.90 11.85 12.79 12.76 14.80
Earnings per share (NT$) 2.46 3.21 3.51 3.28 4.53
Cash flow Cash flow ratio (%) 47.22 30.80 42.76 72.88 42.36
Cash flow adequacy ratio () 118.95 100.44 103.43 89.78 84.19
Cash re-investment ratio () 5.26 1.91 2.31 9.82 8.31
Degree of
leverages
Degree of operating leverage
(DOL)
1.33 1.27 1.25 1.27 1.17
Degree of financial leverage
(DFL)
1.01 1.01 1.03 1.03 1.02
  • 79 -

Description of causes for changes to various financial ratios in the 2 most recent fiscal years. (analysis would not be required if the change is within 20%). The following describes the causes for changes to financial ratios that exceed 20% in the 2 most recent years: 1.Decrease in current ratio and quick ratio: Mainly attributed to an increase in accounts payable at the end of 2016 when compared to the previous period, and increase in 1-year long-term loans for land acquisition for the A7 factory building. 2. Increase in interest coverage ratio: Mainly attributed to an increase in Sales revenue in 2016 and earnings before tax (EBT) compared to the previous period. 3. Increase in return on assets and return on equities: Mainly attributed to increase in net income in 2016 compared to the previous period, leading to an increase in relevant ratios. 4. Increase in EBT and paid-in capital ratio: Mainly attributed to increase in Sales revenue and increase in EBT in 2016 when compared to the previous period. 5. Increase in earnings per share (EPS): Mainly attributed to increase in Sales revenue and significant increase in EPS in 2016. 6. Decrease in cash flow ratio: Mainly attributed to an increase of NT$ 1,610,757,000 in current liability in 2016 when compared to the previous period, leading to a decrease in cash flow ratio. Note 1: In 2015, this Corporation began to adopt the Regulations Governing the Preparation of Financial Reports by Securities Issuers as well as the 2013 version of the IFRS and IAS as well as interpretations and announcements thereof approved by the FSC, and traced applicable items in previous financial reports to adjust those items that may be affected by these adoptions. Note 2: The following lists the formulas used for performing the financial analysis: 1. Financial structure (1) Liability to asset ratio = Total liabilities / Total assets (2) Proportion of long-term capital in property, plant, and equipment = (Total equities + non-current liabilities) / (Total net value of property, plant, and equipment). 2. Debt-paying ability (1) Current ratio = Current assets / Current liabilities. (2) Quick ratio = (Current asset - inventories) / Current liabilities (3) Interest coverage ratio = Earnings before interests and taxes (EBIT) / Interest expenses over this period. 3. Operating ability (1) Receivables turnover rate (including bills receivable resulting from accounts receivable and business operations) = Net sales / Average accounts receivable in various periods (including bills receivable resulting from accounts receivable and business operations). (2) Average collection days = 365 / Receivables turnover ratio. (3) Inventory turnover ratio = Cost of sales / Average inventory value (1) Payables turnover rate (including bills payable resulting from accounts payable and business operations) = Cost of sales / Average accounts payable in various periods (including bills payable resulting from accounts payable and business operations). (5) Average inventory turnover days = 365 / Inventory turnover ratio. (6) Property, plant, and equipment (PP&E) turnover ratio = Net sales / Average value of PP&E (7) Total inventory turnover rate = Net sales / Average total asset value. 4. Return on investments (1) Return on assets (ROA) = [Gain (loss) after tax + Interest expenses x (1 - interest rates)] / Average total asset value. (2) Return on Equity (ROE) = Gain (loss) after tax / Average total equity value. (3) Net profit rate = Gain (loss) after tax / Net sales (4) Earnings per share (EPS) = (Gain (loss) attributable to the owner of the parent company - dividends of preferred shares) / Weighted average of outstanding shares. 5. Cash flow

  - (1) Cash flow ratio = Net cash flow of business activities / Current liabilities.

  - (2) Net cash flow adequacy ratio = Net cash flow for business activities in the 5 most recent years / (Capital expenditure + Inventory increase + Cash dividends) for the 5 most recent years.

  - (3) Cash re-investment ratio = (Net cash flow for business activities - cash dividends) / (Gross value of PP&E + Long-term investments + Other non-current assets + business capital).
  1. Degree of leverages

    • (1) Degree of operating leverage (DOL) = (Net Sales revenue - operating change costs and expenses) / Operating profit.

    • (2) Degree of financial leverage (DFL) = Operating profit / (Operating profit - interest expenses).

  2. Note3: The formula listed above for calculating EPS shall take special reminders of the following matters during calculations:

    1. Based upon the weighted average of common shares and not the number of issued shares at the end of the year.

    2. Any cash capital increase or transaction of treasury stock shall be used to calculate the weighted average of the number of shares based upon the period of circulation.

    3. Any recapitalization of retained earnings or recapitalization of Capital surplus shall be traced and adjusted according to the proportion of recapitalization when calculating the EPS for the previous year or every 6 (six) months. There is no need to consider the period of issuance for the sad recapitalization.

    4. If the preferred share cannot be converted into cumulative preferred shares, then the dividend of the year (whether it has been issued or not) shall be deducted from net income after tax (NIAT), or included as a net loss after tax. If the preferred share is non-cumulative, dividends for the preferred share shall be deducted from any NIAT resulting from this period. No readjustments would be required for losses.

  3. Note 4: Cash flow analysis must make special considerations to the following matters during calculation:

    1. Net cash flow of business activities shall refer to the amount of net cash inflow for business activities indicated in the cash flow statement.

    2. Capital expenditure shall refer to cash outflow for annual capital investments.

  4. 80 -

  5. Increase in inventory shall only be included when the final value at the end of the period is greater than the sum at the beginning of the period. For any decrease in inventory of the year, inventory increase shall be equated to zero.

  6. Cash dividends include those for common shares as well as preferred shares.

  7. Gross value of PP&E refers to the total value of PP&E minus accumulated depreciation.

  8. Note 5: Issuers shall refer to various business costs and expenses and categorize them as fixed or variable according to their relevant properties. Where estimates or subjective judgments must be made, care must be taken to ensure their validity and consistency.

  9. Note 6: Where company shares have no par value or where the par value per share is not NT$ 10, any calculations that involve paid-in capital and its ratio shall be replaced with the equity ratio belonging to the owner of the parent company of the asset balance sheet.

2. Individual financial analysis - International Financial and Accounting Reporting Standards

Year
Itemanalyzed (note 3)
Year
Itemanalyzed (note 3)
Financial analysis for the 5 most recent fiscal years Financial analysis for the 5 most recent fiscal years Financial analysis for the 5 most recent fiscal years Financial analysis for the 5 most recent fiscal years Financial analysis for the 5 most recent fiscal years
2012 2013 (Note 1) 2014 (Note 1) 2015 (Note 1) 2016
Financial
structure
(%)
Liability to asset ratio 15.78 22.14 30.39 32.62 35.99
Proportion of long-term capital
in property, plant, and
equipment (PP&E)

399.17
490.41 620.54 686.16 750.64
Debt-paying
ability
(%)
Current ratio 267.23 232.51 413.34 457.74 253.85
Quick ratio 182.57 155.16 325.04 354.57 204.82
Interest coverage ratio 401.69 263.22 69.62 48.66 74.97
Operating
ability
Receivables turnover ratio
(times)
2.56 2.41 2.54 2.25 3.58
Average collection days 143 151 144 162 2013
Inventory turnover ratio
(times)
1.43 1.42 1.73 1.34 2.13
Payables turnover ratio (times) 4.01 4.30 5.07 3.55 3.94
Average inventory turnover
days
255 257 211 272 171
Property, plant, and equipment
turnover ratio (times)
2.07 2.00 2.68 2.42 3.96
Total asset turnover ratio
(times)
0.45 0.39 0.42 0.33 0.47
Return on
investments
Return on assets (%) 9.93 11.94 11.01 9.25 11.41
Return on equity (%) 11.80 14.73 14.80 13.25 17.18
Ratio of pre-tax income to
paid-incapital(%)
28.41 34.63 39.18 36.24 51.49
Net profit rate () 22.05 30.69 25.67 27.24 23.78
Earnings per share (NT$) 2.46 3.21 3.51 3.28 4.53
Cash flow Cash flow ratio (%) 81.78 39.92 56.54 116.19 65.03
Cash flow adequacy ratio () 112.99 87.62 82.31 74.59 72.41
Cash re-investment ratio () 1.38 (Note 2) (Note 2) 4.46 8.88
Degree of
leverages
Degree of operating leverage
(DOL)
1.26 1.23 1.16 1.24 1.14
Degree of financial leverage
(DFL)
1.00 1.01 1.02 1.04 1.02
  • 81 -

Description of causes for changes to various financial ratios in the 2 most recent fiscal years. (analysis would not be required if the change is within 20%).

The following describes the causes for changes to financial ratios that exceed 20% in the 2 most recent years:

  • 1.Decrease in current ratio and quick ratio: Mainly attributed to an increase in accounts payable at the end of 2016 when compared to the previous period, and increase in 1-year long-term loans for land acquisition for the A7 factory building.

    1. Increase in interest coverage ratio: Mainly attributed to an increase in Sales revenue and EBT in 2016 compared to the previous period.
    1. Increase in receivables turnover ratio and decrease in average collection days: Mainly attributed to significant increase in Sales revenue in 2016, leading to an increase in receivables turnover ratio and decrease in average collection days.
    1. Increase in inventory turnover and decrease in average inventory turnover days: Mainly attributed to significant increase in Sales revenue in 2016, leading to an increase in inventory turnover and decrease in average inventory turnover days.
    1. Increase in PP&E turnover rate and increase in total asset turnover rate: Mainly attributed to increase in Sales revenue that led to increases in relevant ratios.
    1. Increase in return on asset and return on equity: Mainly attributed to increase in net profit in 2016 compared to the previous period, leading to an increase in relevant ratios.
    1. Increase in EBT as a portion of paid-in capital and EPS: Mainly attributed to increase in Sales revenue in 2016, leading to increases in relevant ratios when compared to the previous period.
      1. Decrease in cash flow ratio: Mainly attributed to an increase of NT$ 1,726,296,000 in current liability in 2016 when compared to the previous period, leading to a decrease in cash flow ratio.
    1. Increase in cash re-investment ratio: Mainly attributed to an increase in net cash flow in business activities during 2016.

Note 1: In 2015, this Corporation began to adopt the Regulations Governing the Preparation of Financial Reports by Securities Issuers as well as the 2013 version of the IFRS and IAS as well as interpretations and announcements thereof approved by the FSC, and traced applicable items in previous financial reports to adjust those items that may be affected by these adoptions. Note 2: The total sum of net cash flow for the 5 most recent years was a negative value, or that net cash flow resulting from business activities were net cash outflow. Relevant ratios would not be applicable in such circumstances. Note 3: The following lists the formulas used for performing the financial analysis: 1. Financial structure (1) Liability to asset ratio = Total liabilities / Total assets (2) Proportion of long-term capital in property, plant, and equipment = (Total equities + non-current liabilities) / (Total net value of property, plant, and equipment). 2. Debt-paying ability (1) Current ratio = Current assets / Current liabilities. (2) Quick ratio = (Current asset - inventories) / Current liabilities (3) Interest coverage ratio = Earnings before interests and taxes (EBIT) / Interest expenses over this period. 3. Operating ability (1) Receivables turnover rate (including bills receivable resulting from accounts receivable and business operations) = Net sales / Average accounts receivable in various periods (including bills receivable resulting from accounts receivable and business operations). (2) Average collection days = 365 / Receivables turnover ratio.

  • (3) Inventory turnover ratio = Cost of sales / Average inventory value (4) Payables turnover rate (including bills payable resulting from accounts payable and business operations) = Cost of sales / Average accounts payable in various periods (including bills payable resulting from accounts payable and business operations).

  • (5) Average inventory turnover days = 365 / Inventory turnover ratio.

  • (6) Property, plant, and equipment (PP&E) turnover ratio = Net sales / Average value of PP&E

  • (7) Total inventory turnover rate = Net sales / Average total asset value.

  • Return on investments

(1) Return on assets (ROA) = [Gain (loss) after tax + Interest expenses x (1 - interest rates)] / Average total asset value.

  - (2) Return on Equity (ROE) = Gain (loss) after tax / Average total equity value.

  - (3) Net profit rate = Gain (loss) after tax / Net sales

  - (4) Earnings per share (EPS) = (Gain (loss) attributable to the owner of the parent company - dividends of preferred shares) / Weighted average of outstanding shares.
  1. Cash flow

    • (1) Cash flow ratio = Net cash flow of business activities / Current liabilities.

    • (2) Net cash flow adequacy ratio = Net cash flow for business activities in the 5 most recent years / (Capital expenditure + Inventory increase + Cash dividends) for the 5 most recent years.

    • (3) Cash re-investment ratio = (Net cash flow for business activities - cash dividends) / (Gross value of PP&E + Long-term investments + Other non-current assets + business capital).

  2. Degree of leverages

    • (1) Degree of operating leverage (DOL) = (Net Sales revenue - operating change costs and expenses) / Operating profit.

    • (2) Degree of financial leverage (DFL) = Operating profit / (Operating profit - interest expenses).

  3. Note 4: The formula listed above for calculating EPS shall take special reminders of the following matters during calculations:

  4. Based upon the weighted average of common shares and not the number of issued shares at the end of the year.

  5. Any cash capital increase or transaction of treasury stock shall be used to calculate the weighted average of the number of shares based upon the period of circulation.

  6. 82 -

  7. Any recapitalization of retained earnings or recapitalization of Capital surplus shall be traced and adjusted according to the proportion of recapitalization when calculating the EPS for the previous year or every 6 (six) months. There is no need to consider the period of issuance for the sad recapitalization.

  8. If the preferred share cannot be converted into cumulative preferred shares, then the dividend of the year (whether it has been issued or not) shall be deducted from net income after tax (NIAT), or included as a net loss after tax. If the preferred share is non-cumulative, dividends for the preferred share shall be deducted from any NIAT resulting from this period. No readjustments would be required for losses.

  9. Note 5: Cash flow analysis must make special considerations to the following matters during calculation:

  10. Net cash flow of business activities shall refer to the amount of net cash inflow for business activities indicated in the cash flow statement.

  11. Capital expenditure shall refer to cash outflow for annual capital investments.

  12. Increase in inventory shall only be included when the final value at the end of the period is greater than the sum at the beginning of the period. For any decrease in inventory of the year, inventory increase shall be equated to zero.

  13. Cash dividends include those for common shares as well as preferred shares.

  14. Gross value of PP&E refers to the total value of PP&E minus accumulated depreciation.

  15. Note 6: Issuers shall refer to various business costs and expenses and categorize them as fixed or variable according to their relevant properties. Where estimates or subjective judgments must be made, care must be taken to ensure their validity and consistency.

  16. Note 7: Where company shares have no par value or where the par value per share is not NT$ 10, any calculations that involve paidin capital and its ratio shall be replaced with the equity ratio belonging to the owner of the parent company of the asset balance sheet.

3. Consolidated financial analysis - Taiwan's Financial and Accounting Standards

Year
Item analyzed
Year
Item analyzed
Year
Item analyzed
Financial analysis for the 5 most recent fiscalyears Financial analysis for the 5 most recent fiscalyears Financial analysis for the 5 most recent fiscalyears Financial analysis for the 5 most recent fiscalyears Financial analysis for the 5 most recent fiscalyears
2012 Year Year Year Year
Financial
structure (%)
Liabilityto asset ratio 30.03




Long-term capital as a proportion of
fixed assets
254.54



Debt-paying
ability (%)
Current ratio 220.06



Quick ratio 165.13



Interest coverage ratio 117.16



Operating
ability
Receivables turnover ratio(times) 3.80



Average collection days 96



Inventoryturnover ratio(times) 4.14



Payables turnover ratio(times) 4.30



Average inventoryturnover days 88



Fixed asset turnover ratio(times) 3.95



Total asset turnover ratio(times) 1.04



Profitability Return on assets(%) 8.31



Return on shareholders’ equity (%) 12.15



As a proportion
of paid-in capital
()
Operating profit 28.74



Earnings before
tax(EBT)
30.90



Netprofit rate() 8.05



Earningsper share(NT$) 2.52



Cash flow Cash flow ratio(%) 48.60



Cash flow adequacyratio() 119.13



Cash re-investment ratio() 5.86



Degree of
leverages
Degree of operatingleverage(DOL) 1.34



Degree of financial leverage(DFL) 1.01



Description of causes for changes to various financial ratios in the 2 most recent years: Not applicable.
  • 83 -

4. Individual financial analysis - Taiwan's Financial and Accounting Standards

Year
Item analyzed
Year
Item analyzed
Year
Item analyzed
Financial analysis for the 5 most recent fiscalyears Financial analysis for the 5 most recent fiscalyears Financial analysis for the 5 most recent fiscalyears Financial analysis for the 5 most recent fiscalyears Financial analysis for the 5 most recent fiscalyears
2012 Year Year Year Year
Financial
structure (%)
Liabilityto asset ratio 18.45



Long-term capital as a proportion
of fixed assets
331.59



Debt-paying
ability (%)
Current ratio 270.70



Quick ratio 186.04



Interest coverage ratio 411.38



Operating
ability
Receivables turnover ratio(times) 2.59



Average collection days 141



Inventoryturnover ratio(times) 1.52



Payables turnover ratio(times) 4.01



Average inventoryturnover days 241



Fixed asset turnover ratio(times) 1.78



Total asset turnover ratio(times) 0.44



Profitability Return on assets(%) 9.92



Return on shareholders’ equity
(%)
12.15



As a
proportion of
paid-in
capital()
Operating profit 23.24



Earnings before
tax (EBT)
29.09



Netprofit rate() 22.64



Earningsper share(NT$) 2.52



Cash flow Cash flow ratio(%) 93.38



Cash flow adequacyratio() 115.36



Cash re-investment ratio() 2.98



Degree of
leverages
Degree of operating leverage
(DOL)
1.29



Degree of financial leverage
(DFL)
1.00



Description of causes for changes to various financial ratios in the 2 most recent years: Not applicable.
  • 84 -

3. Audit reports from supervisors of the financial report from the most recent year

Chroma ATE Inc.

Supervisor’s Review Report

This review report was generated after a complete review of this Corporation's business report, individual and consolidated financial statements, and surplus distribution proposal for 2016 submitted by the Board of Directors, where the individual and consolidated financial statements have been completely audited by CPAs Yi-Wen, Wang and Wen-Chi, Kuo of Deloitte & Touche. Various forms and statements submitted by the Board of Directors have been completely reviewed by us, the supervisors. We believe that the said reports, forms, and statements contain no nonconformities and have generated this report in compliance with Article 219 of the Company Act for your review.

Sincerely,

Chroma ATE Inc.

Annual shareholders’ meeting of 2017

Supervisor Chi-jen Chou

Kai Sun Investment Co.,Ltd.

Representative: Tsun-i Wang

March 10, 2017

  • 85 -

  • Financial report from the most recent year: Please peruse pages 101 to191 of this Report.

  • Company-only financial report audited and attested by a CPA from the most recent year: Please peruse pages 192 to265 of this Report.

  • Any financial difficulties experienced by the company and its affiliated businesses during the most recent year up to the publication date of this report as well as the impact of the said difficulties on the financial condition of this company: None.

  • 86 -

VII. Review, analysis, and risks of financial position and performance

1. Financial condition

Comparative analysis of financial conditions

Units: Thousand NT$;% Units: Thousand NT$;%
Year Differences
Db 31 2016 Db 31 2015 N
Item ecemer , ecemer , (ote) Sum %
Current assets 11,212,692 9,632,600 1,580,092 16
Property, plant, and
2,714,127 2,767,608 (53,481) (2)

equipment
Intangible assets 227,503 200,576 26,927 13
Other assets 4,478,456 3,459,655 1,018,801 29
Total assets 18,632,778 16,060,439 2,572,339 16
Current liability 4,723,411 3,112,654 1,610,757 52
Non-current liability 3,121,516 3,416,489 (294,973) (9)
Total liabilities 7,844,927 6,529,143 1,315,784 20
Capital stock 3,898,872 3,791,699 107,173 3
Capital surplus 1,960,159 1,302,269 657,890 51
Retained earnings 4,735,275 3,952,185 783,090 20
Other equity 58,035 399,665 (341,630) (85)
Treasury stock (35,714) (35,714) 0 0
Non-controlling interests 171,224 121,192 50,032 41
Total stockholders' equities
10,787,851
9,531,296 1,256,555 13
1. Any material change to the company's assets, liabilities, or equity in the 2 most recent years as well
as the major causes and impacts of these changes: (provide analysis where the difference between the
original and changed states were more than 20% and that the sum of the change reached NT$ 10
million)
(1) Increase in other assets: Mainly attributed to pre-payments for Phase 3 Stage 2 land of the A7
Business Exclusive Zone.
(2) Increase in current liability: Mainly attributed to an increase in accounts payable and conversion
of long-term loans acquired for land of the A7 Business Exclusive Zone into 1-year long-term
loans.
(3) Increase in total liability: Mainly attributed to an increase in long-term loans acquired for land of
the A7 Business Exclusive Zone.
(4) Increase in Capital surplus: Mainly attributed to converting of convertible corporate bonds to
common shares and issuance of new restricted employee shares that led to an increase in Capital
surplus.
(5) Increase in retained earnings: Mainly attributed to growth in Sales revenue in 2016 and
significant increase in profitability.
(6) Decrease in other equities: Mainly attributed to reduction in rate of exchange differences when
exchanging figures on financial statements of overseas business institutions as well as issuance
of new restricted employee shares and recognizing unearned employee remuneration under the
deductibles in other equities.
(7) Increase in non-controlling interests: Mainly attributed to an increase in non-controlling interests
as a result of aquiring subsidiaries.
2. Future plans for responding to the impact:
These changes were considered part of normal business operations, and would not lead to severe
negative impacts upon overall financial operations of this Company and its subsidiaries.
3. Futures responseplans: Not applicable.

Note: In 2015, this Company began to adopt the Regulations Governing the Preparation of Financial Reports by Securities Issuers as well as the 2013 version of the IFRS and IAS as well as interpretations and announcements thereof approved by the FSC, and traced applicable items in previous financial reports to adjust those items that may be affected by these adoptions.

  • 87 -

2. Financial performance

Financial performance analysis

Units: Thousand NT$; %

Year
Item
2016 2015 (Note 1) Sum of the changes
Proportion of the
changes (%)
Sales revenue 11,624,369 9,692,365 1,932,004 20
Gross profit (Note 2) 5,428,322 4,221,340 1,206,982 29
Operating Income 2,013,181 1,219,999 793,182 65
Non-operating
income
and
expenses
28,876 262,673 (233,797) (89)
Income Before Income Tax 2,042,057 1,482,672 559,385 38
Net income of this period 1,695,566 1,194,542 501,024 42
comprehensive income or loss
(net of tax) in this period
(223,152) (131,740) (91,412) (69)
Total comprehensive income
or loss in this period
1,472,414 1,062,802 409,612 39
Net income attributable to the
owner of the parent company
1,719,935 1,236,557 483,378 39
Total comprehensive income
or loss attributable to the 1,501,612 1,102,621 398,991 36
owner of the parent company
  1. Any material change to Sales revenue, operating profit, and earnings before tax (EBT) in the 2 most recent years as well as the major causes and impacts of these changes: (provide analysis where the difference between the original and changed states were more than 20% and that the sum of the change reached NT$ 10 million)

  2. (1) Increase in Sales revenue: The parent company of Chroma ATE Inc. is the major business entity mainly responsible for the majority of Sales revenue for the entire group in 2016. The primary impetus for growth is attributed to turnkey solutions and semiconductor testing solutions.

  3. (2) Increase in gross profit and operating Income : Mainly attributed to increase in Sales revenue in 2016 when compared to the previous period.

  4. (3) Decrease in non-operating income and expenses: Mainly attributed to increase in foreign currency exchange losses when compared to the previous period.

  5. (4) Increase in EBT and net income : Mainly attributed to an increase in Sales revenue in 2016 compared to the previous period which led to an increase in EBT and net income for this period.

  6. (5) Reduction of other comprehensive income or loss in this period: Changes in currency exchange rates have led to significant reductions when converting financial statements of overseas business operations at the end of 2016.

  7. (6) Increase in total comprehensive income, net income attributable to the owner of the parent company, and total comprehensive income attributable to the owner of the parent company: Mainly attributed to an increase in Sales revenue in 2016 compared to the previous period,

  8. leading to an increase in the sums of relevant items.

  9. Expected sales volume and relevant data, possible impact to the company’s financial operations, and response plans:

This Corporation has invested in integrated testing technology and automation equipment for many years. The effectiveness of automation equipment provided by this Company has been proven in an increasing number of sectors, establishing additional sales performance. Despite being applied in different sectors, these solutions have been qualified and employed by many leading manufacturers. For 2017, active growth and development in the electric vehicle sector will raise demands for testing equipment of electric vehicles and power sources. Growing demands for SLT equipment and contributions from sales of new laser diode (LD) testing equipment will increase total sales for semiconductor testing solutions. This is expected to bring about improved business performance for this Corporation.

Note 1: In 2015, this Company began to adopt the Regulations Governing the Preparation of Financial Reports by Securities Issuers as well as the 2013 version of the International Financial Reporting Standards, international accounting standards, interpretations, and official interpretations approved by the Financial Supervisory Commission (FSC), and traced applicable items in previous financial reports to adjust those items that may be affected by these adoptions.

Note 2: Values listed are net realized gross profit from which unrealized gross profit were deducted from.

  • 88 -

3. Cash flow

Cash liquidity analysis

  • (1) Analysis and explanations of changes in cash flow in the most recent year
Unit: Thousand NT$ Unit: Thousand NT$
Initial cash
balance
Net cash inflow
resulting from
business activities
throughout the year

Total net cash inflow
(outflow) from
investment and
capitalization activities
throughout the year
(Note)
Cash surplus
(inadequacy)



Remedial measures for
cash inadequacy
Investment
plan
Financing
plan
2,489,289 2,000,866 (1,340,185) 3,149,970
Note: Includes net capital outflow from investment and capitalization activities of NT$ 1,258,349,000
and impact of currency exchange rate amounting to NT$ 81,836,000.
1. Analysis of changes in cash flow in the most recent year:
(1) Business activities: Net cash inflow resulting from business activities since 2016 amounted to
NT$ 2,000,866,000, mainly from business profits.
(2) Investing activities: Net cash outflow resulting from investing activities since 2016 amounted
to NT$ 1,107,321,000, mainly attributed to cash outflow for payment for
land of the A7 project.
(3) Financing activities: Net cash outflow resulting from financing activities since 2016 amounted
to NT$ 151,028,000, mainly attributed to net cash outflow caused by the
issuance of cash dividends and payment of short-term loans.
2. Remedial measures and liquidityanalysis for cash inadequacy: Not applicable.

(2) Cash liquidity analysis for the following year

(2) Cash liquidity analysis for the (2) Cash liquidity analysis for the following year following year
Unit: Thousand NT$
Initial cash
balance
Expected net cash
inflow resulting from
business activities
throughout the year

Expected total net
cash inflow (outflow)
from investment and
capitalization
activities throughout
the year
Expected sum
of cash surplus
(inadequacy)
Remedial measures for
expected cash
inadequacy
Investment
plan
Financing
plan
3,149,970
2,200,952

(1,965,000)

3,385,922

1. Analysis of changes to cash flow in the most recent year
(1) Business activities: Mainly refer to cash inflow generated by business profits.
(2) Investment activities: Mainly refer to cash outflow for expected payments constructing the new
A7 office building.
(3) Financing activities: Mainly refers to cash outflow caused by the issuance of cash dividends.
2. Remedial measures and liquidityanalysis for expected cash inadequacy: Not applicable.
  • (2) Investment activities: Mainly refer to cash outflow for expected payments constructing the new A7 office building.

4. Material expenditures of the most recent year and impact to the company's finances and operations

This Corporation made plans to invest NT$ 3.5 billion for expanding and constructing new A7 factory building. The construction will increase usable space. Expected adjustments to spatial layouts and production line configurations would improve the production and sales of precision electronic measurement instruments and integrated automated measurement system, thereby benefiting future development plans and reduce business risks of this Corporation.

  1. Policy on investment in other companies, main reasons for profit / losses resulting therefrom, improvement plan, and investment plans for the upcoming fiscal year

  2. (1) Investments in other enterprises for the most recent year mainly focus on capital increases for companies already invested in. Investments in the Singaporean company of Quantel are used to setup sales locations in Southeast Asia and South Asia, and establish branch companies in Germany. Various locations around the globe will provide better quality and faster services to improve the scale of business.

  3. 89 -

(2) Profitability or loss analysis of invested companies

December 31,2016. Unit: Thousand NT$ December 31,2016. Unit: Thousand NT$ December 31,2016. Unit: Thousand NT$ December 31,2016. Unit: Thousand NT$
Company name Shareholding
percentage

Investment
gain(loss)
Details
Neworld Electronics Ltd. 100.0%
81,411
Profits resulting from excellent sales.
Chroma New Material Corp. 100.0%
47,089
Profits resulting from excellent sales.
Chroma Investment Co., Ltd. 100.0%
(534)
Mainly refer to recognized losses from
investmentsin financialassets.
ADLINK Technology Inc. 11.3%
49,568
Good R&D capabilities and business
performance.
San Eagle Development Corp. 100.0%
(12,895)
Mainly derived from investment losses
calculated using the recognized equity
method.
MAS Automation Corp. 100.0%
69,459
Profits resulting from excellent sales.
CHI Incorporation Ltd. 100.0%
21,946
Mainly derived from investment profits
calculated using the recognized equity
method.
Testar Electronics 67.2%
(29,720)
The LED industry have been impacted
by large scale expansion and price
competitions of Mainland Chinese firms.
Losses were incurred as the company
was unable to effectively reduce its
expenses.
Chroma ATE Inc.(USA) 100.0%
11,231
Mainly derived from investment profits
calculated using the recognized equity
method.
Sensational HoldingLtd. 100.0%
1,583
Primarily derived from rental income.
CHROMA SYSTEMS
SOLUTIONS, INC.
25.0%
18,002
Establishment of a comprehensive sales
network
with
good
business
performance.
CHROMA ATE EUROPE
B.V.
100.0%
8,716
Establishment of a comprehensive sales
network
with
good
business
performance.
Chen Hwa Technology Inc. 100.0%
2,928
Mainly due to dividend income.
DynaScan Technology Corp. 27.3%
12,323
Profits resulting from excellent sales.
Deep Red Holding Co., Ltd. 100.0%
7,587
Mainly derived from investment profits
calculated using the recognized equity
method.
Chroma Japan Corp. 100.0%
(13,118)
Market expansion has yet to reach
economies
of
scale,
resulting
in
relativelyhighercosts and expenses.
Zhiheshun Development Co.,
Ltd.
35.0%
88
Mainly derived from recognized interest
income.
Adivic Technology Co. 51.0%
(31,309)
R&D for new products not yet complete.
High R&D costs have led to operational
loss.
EVT Technology 53.2%
(5,848)
Losses arose due to product conversion
and new product validation that have yet
to be completed.
Quantel Private Ltd. 60.0%
7,500
Profits resulting from excellent sales.

(3) Improvement plan

  1. Testar Electronics: As a result of poor business climate in 2016, operations fail to reach expectations. The company shall continue to develop first-rate customers and expand business scale to improve business conditions.

  2. 90 -

  3. Chroma Japan Corp: Continue to expand sales networks to establish economies of scale to improve upon corporate losses.

  4. 3.Adivic Technology Co.: ADIVIC provides original audio recorder equipment and thus has a smaller market scale, making it difficult to improve revenue. In 2016, the WIFI tester invested that the company invested in has been gradually released for customer verification. A number of products can be integrated with this Corporation's products. Once verified, the new products would be able to improve business volume and performance.

  5. 4.EVT Technology: EVT is now working with this Corporation to develop production lines for parts of electric vehicles. Completion of product R&D and release of the product for sales is expected to improve business performance.

  6. (4) Investment plans for the following year: By principle, this Corporation shall continue to raise capital for other companies that this Corporation had already invested in and establishing additional sales networks, and shall continue to carefully review investment plans in other companies.

6. Risk analysis and assessment of the most recent year up to the publication date of this report

  • (1) Changes to interest rates, currency exchange fluctuations, and inflation and how these may impact this Corporation’s gain or loss as well as future response measures

  • Changes to interest rates and resulting impact to this Company's gain or loss as well as future response measures

    • (1) Changes to interest rates and impact to the gain or loss of this Company and its subsidiaries

nges to interest rates, currency exchange fluctuations, and inflation and how these may
act this Corporation’s gain or loss as well as future response measures
Changes to interest rates and resulting impact to this Company's gain or loss as well as
future response measures
(1) Changes to interest rates and impact to the gain or loss of this Company and its
subsidiaries

nges to interest rates, currency exchange fluctuations, and inflation and how these may
act this Corporation’s gain or loss as well as future response measures
Changes to interest rates and resulting impact to this Company's gain or loss as well as
future response measures
(1) Changes to interest rates and impact to the gain or loss of this Company and its
subsidiaries

nges to interest rates, currency exchange fluctuations, and inflation and how these may
act this Corporation’s gain or loss as well as future response measures
Changes to interest rates and resulting impact to this Company's gain or loss as well as
future response measures
(1) Changes to interest rates and impact to the gain or loss of this Company and its
subsidiaries
Unit: Thousand NT$
Item /year 2015 2016
Interest expense 38,994 42,052
Net Sales revenue 9,692,365 11,624,369
Operatingincome 1,219,999 2,013,181
Interest expense / Sales revenue (%) 0.40 0.36
Interest expense / operating income (%) 3.20 2.09

Interest expense and its proportion of operating income in 2015 and 2016 were NT$ 38,994,000 (3.20%) and NT 42,052,000 (2.09%) respectively for this Corporation and its subsidiaries. Changes to interest expenses exerted no significant impact upon this Corporation and its subsidiaries.

  • (2) Future response measures

Capital budgeting of this Company and its subsidiaries shall continue to uphold the conservative principles of stability, focusing primarily on safety and liquidity. Measures undertaken by this Company and its subsidiaries in response to risk of changing interest rates include carrying out negotiations with various banks for loan interests based upon state of QE policies upon the market and taking active steps in reducing short-term working capital expenses. Financial affairs personnel of this Company and its subsidiaries shall also work closely with financial institutions to review trends and changes of interest rates in the market to reduce the impact upon this Company’s profitability as a result of changing interest rates.

  • 91 -

  • Currency exchange fluctuations and resulting impact to this Company's gain or loss as well as future response measures

  • (1) Currency exchange fluctuations and its impact to the gain or loss of this Company and its subsidiaries

Currency exchange fluctuations and resulting impact to this Company's gain or loss as
well as future response measures
1) Currency exchange fluctuations and its impact to the gain or loss of this Company
and its subsidiaries
Currency exchange fluctuations and resulting impact to this Company's gain or loss as
well as future response measures
1) Currency exchange fluctuations and its impact to the gain or loss of this Company
and its subsidiaries
Currency exchange fluctuations and resulting impact to this Company's gain or loss as
well as future response measures
1) Currency exchange fluctuations and its impact to the gain or loss of this Company
and its subsidiaries
Unit: Thousand NT$
Item /year 2015 2016
Net income(loss) on exchange 61,260 (110,497)
Net Sales revenue 9,692,365 11,624,369
Operatingincomet 1,219,999 2,013,181
Income Before Income Tax 1,482,672 2,042,057
Ratio of net income (loss) on exchange net to Sales
revenue (%)

0.63
(0.95)
Ratio of net income (loss) on exchange to operating
income (%)

5.02
(5.49)
Ratio of net income (loss) on exchange to earnings
before tax(EBT) (%)

4.13
(5.41)

This Corporation and its subsidiaries has provided accounts payable and receivable calculating value in US dollars. Hence, fluctuations to the US dollar exchange rate would be related to changes to of profit (loss) on exchange of this Corporation and its subsidiaries. Profit (loss) on exchange in 2015 and 2016 were NT$ 61,260,000 and (NT$ 110,497,000) respectively. These values also amounted to 4.13% and (5.41%) of EBT respectively.

  • (2) Future response measures

In response to fluctuations of currency exchange rates, any accounts payable in foreign currency from purchases shall be written off by additional accounts receivable in foreign currency resulting from direct US dollar transactions or paid off using short-term foreign currency loans from banks to achieve natural hedging. The financial organization also collects information on currency exchange rates every day to thoroughly monitor changes to currency exchange rates and make prompt adjustments to foreign currency accounts. The Department shall also refer to the regulations prescribed in the Procedure for Handling Derivatives Trading and initiate foreign currency hedging tools at appropriate circumstances to reduce the impact to corporate gain or loss as a result of fluctuations in exchange rates.

  1. Inflation and its impact on this Company’s gain or loss as well as future response measures

(1) Inflation and its impact to the gain or loss of this Corporation and its subsidiaries This Corporation and its subsidiaries has not been affected by inflation severe enough to result in major impact to the gains or losses to this Corporation and its subsidiaries during the period of the most recent year to the publication date of this report.

(2) Future response measures

This Corporation and its subsidiaries are under limited influence of inflation, but will continue to monitor changes to the prices of upstream and downstream commodities to reduce the impact to gains or losses as a result of changes in cost.

  • (2) Policies on high risk, highly leveraged investments, loans to other parties, endorsements, guarantees, and derivatives trading, main reasons for the profits or losses generated thereby, and future response measures to be undertaken:

  • Main reasons for engaging in high risk, highly leveraged investments and future response measures

(1) Main reasons for engaging in high risk, highly leveraged investments

This Corporation and its subsidiaries have not engaged in any high risk, highly leveraged investment from the most recent year to the publication date of this report.

  • (2) Future response measures

This Corporation and its subsidiaries are focused upon specialized businesses and adopt a conservative and stable financial operation by principle. No capital is applied for high risk, highly leveraged investments.

  1. Loans to other parties, endorsements, and guarantees

  2. 92 -

  3. (1) Reasons for providing loans to other parties, endorsements, and guarantees

Loans, endorsements, and guarantees shall be, by principle, provided to affiliated businesses or companies that this Company and its subsidiaries have business dealings with. Interest rates of loans provided by this Company and its subsidiaries shall be, by principle, higher than short-term loan interest rates provided by financial institutions to this Company and its subsidiaries.

  • (2) Future response measures

This Corporation has stipulated Provision of Financial Loans to Other Parties as well as Endorsement and Guarantee Operations Procedure and refer to the relevant provisions to provide relevant public disclosures.

  1. Policies on derivatives trading, major reasons for profits or losses as well as future response measures

  2. (1) Policies when engaging in derivatives trading and major reasons for profits or losses

All derivatives trading engaged by this Corporation and its subsidiaries include hedging of foreign exchange risks generated by the assets or liabilities. No derivative trading has been implemented in the most recent fiscal year up to the date of printing of the annual report.

  • (2) Future response measures

This Corporation and its subsidiaries shall adopt a conservative business principle and seek stable growth, and shall continue to assess impacts to profits or losses resulting from exchange rate fluctuations. To manage transaction risks, this Corporation and its subsidiaries shall refer to regulations prescribed in the Procedure for Handling Derivatives Trading, and activate foreign exchange risk avoidance tools and avoid improper and high risk transactions.

  • (3) Future R&D plans and expected R&D investments
R&D plans Current progress Expected
completion time

Additional
investments
required
Problem
Next generation high power/high speed Solar
Array Simulator
Design validation
phase
Q4, 2017 12,000,000
High bandwidth single/three phase AC Source Design validation
phase
Q2, 2017 4,500,000
Next generation high power Energy Recycling
AC Load Simulator
Design planning
phase
Q4, 2018 11,000,000
Hi-Pot analyzer with partial discharge
measurement function.
Design validation
phase
Q3, 2017 4,000,000
High bandwidth and high power density bias
current generator
Design validation
phase
Q2, 2017 3,500,000
High bandwidth Hybrid type recycling Linear
Load
Design planning
phase
Q4, 2018 7,500,000
AOI system for VR & AR manufacture
testing
Design validation
phase
Q4, 2017 2,000,000
High-speed AOI system for critical dimension
measurement of metal housing
Design validation
phase
Q3, 2017 3,600,000
Next generation 10K5K flat panel display tester Design validation
phase
Q3, 2017 4,000,000
Third generation 8.1G video pattern generator
for DP1.3
Design validation
phase
Q2, 2017 3,000,000
High power bi-direction charger for Battery
pack testing
Design validation
phase
Q3, 2017 6,000,000
Next generation bi-direction charger for battery
cell testing.
Design validation
phase
Q3, 2017 3,500,000
Low destroy energy motor stator testing system Design planning
phase
Q4, 2017 6,000,000
High Speed and High Power Battery Insulation
Tester
Design planning
phase
Q2, 2018 9,500,000
High power / high efficiency DC Source with
constant power output
Design validation
phase
Q4, 2017 7,500,000
  • 93 -

  • (4) Changes to local and overseas policies and laws that impact corporate financial operations, and response measures:

  • No changes to local and overseas policies and laws have resulted in major impact to

  • the financial operations of this Company and its subsidiaries.

  • (5) Changes to technology and industry that impact the company’s financial operations, and response measures

This Corporation produces instruments for the technology sector which enjoy longer life cycles. This Corporation also has a wide selection of product lines and would not be easily affected by changes to the technology or industry.

  • (6) Changes to corporate image that impact the company’s risk management, and response measures

This Corporation and its subsidiaries enjoy good business images and would not be subject to changes that negatively affect their corporate images.

  • (7) Expected benefits and possible risks of mergers and response measures

This Corporation invested in Quantel Private Ltd. (a Singaporean company) and acquired 60% of its equity in 2016 with the hope of investing in this Corporation to establish sales locations in Southeast Asia and South Asia to improve business scale.

  • (8) Expected benefits and possible risks of expanding factory buildings and response risks

Factory building expansions allow this Company and its subsidiaries to increase its productivity, gain the ability to receive more purchase orders, improve revenue and profitability, and increase market share. Factory building expansions undertaken by this Company and its subsidiaries have been carefully reviewed to ensure that customers’ requirements are met while achieving optimal use of corporate capital.

  • (9) Risks resulting from consolidation of purchasing or sales operations and response measures 1. Purchasing risks

    • Purchases from NMC by this Company and its subsidiaries amounted to 43.21% and 37.14% of total purchases in 2015 and 2016 respectively, indicating a consolidation of purchases from NMC. The major reason was that gold wire, copper wire, and other specialized products provided by NMC offered higher quality compared to those provided by Japanese or Korean companies such as Tanaka, NKE, and Heesung, and are better suited to satisfy product quality requirements of downstream semiconductor packaging customers. Purchasing values of this Company and its subsidiaries may increase or decrease in response to changes in profitability of relevant products. Given the large variety of raw materials and components needed by this Corporation and its subsidiaries to produce their products, all local and overseas purchases were handled by a single purchasing unit. Where possible, 2 or more suppliers were selected to ensure supplier replaceability, acquire competitive pricing, distribute purchasing risks, achieve reasonable cost reductions, and provide better services. Also, this Company and its subsidiaries have established positive partnerships with external suppliers to eliminate any concerns of material shortage. Material preparation for special materials and automated conveying and engineering equipment of this Company and its subsidiaries would only be initiated after receiving a purchase order to establish inventory levels for raw materials. Positive relationships have been established with upstream suppliers to reduce purchasing risks. Given the long-term partnerships and positive collaboration between this Company and its subsidiaries and their main suppliers, no major nonconformities have been identified so far. Since establishment, this Company and its subsidiaries have achieved positive interaction with their main suppliers. Hence, no material shortage or supply interruption has yet to occur.
  • Sales risks

    • This Corporation and its subsidiaries offer a large variety of product categories. Product sales were mainly based upon the state of the industry, customer requirements, as well as changes to marketing strategies adopted by this Company and its subsidiaries. Hence, this Company and its subsidiaries are actively developing new customers to achieve business stability and growth. Currently, most customers were listed companies or renowned companies in Taiwan and other countries. From consolidated statements of 2015 and 2016, no single customer was responsible for more than 10% of total income of this corporation. Therefore, there is no risks of consolidated sales.
  • (10) Impacts, risks, and response measures resulting from major equity transfer or replacement of directors, supervisors, or shareholders holding more than 10% of the company's shares This Corporation and its subsidiaries did not encounter any major equity transfer or

  • 94 -

replacement of directors, supervisors, or shareholders holding more than 10% of the company’s shares from 2016 to the publication date of this report.

  • (11) Impact, risk, and response measures related to any change in governance rights in the company

    • This Corporation and its subsidiaries did not undertake any major change to its

    • governance team and did not undertake any major change to business strategies or guidelines. Hence, this Corporation and its subsidiaries did not experience any changes their governance rights.

  • (12) Any litigious or non-litigious matters or administrative disputes up to the publication date of this report where the company and company directors, supervisors, general managers, person with actual responsibility in the company, and major shareholders holding more than 10% of the company's shares who have been concluded through final judgment or still under litigation, to be a party thereof, and where the results thereof could materially affect the shareholders’ equity or prices of the company’s securities, as well as the facts of the dispute, amount of money at stake, date of litigation commencement, and main parties to the litigation: None.

  • (13) Other material risks and response measures: None.

  • Other important issues: None

  • 95 -

VIII . Special items to be included

1. Affiliated businesses

  • (1) Consolidated Business Report up till December 31, 2016

  • Diagram of affiliated businesses

==> picture [556 x 584] intentionally omitted <==

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

Neworld Electronics Ltd.
Shares held: 100% ChromaElectronics (Shenzhen)
Co., Ltd. Shares held: 100%
Chroma ATE Inc.(USA)
Shares held: 100% Chroma Electronics (Shanghai)
Co., Ltd. Shares held: 100%
Chroma ATE Europe B.V.
Shares held: 100%
Chroma New Material Corp.
Shares held: 100%
Shares
held:
Chroma Investment Co.,
Ltd. Shares held: 100% 50%
Chroma Japan Corp.
Shares held: 100%
Sensational Holding
Ltd. Shares held: 100%
Chroma Systems Solutions
, Inc. Shares held: 25%
Testar Electronics
Chroma
Shares held: 67.2%
ATE Inc.
MAS Automation Corp.
Shares held: 100%
CHI Incorporation Ltd. Chroma ATE (Suzhou) Co.,
Shares held: 100% Ltd. Shares held: 100%
Mou Kuan Technologies
Chen Hwa Technology Chroma (Shanghai) Trading (Nanjin)Co.,Ltd.
Inc. Shares held: 100% Co.,Ltd. Shares held: 100% Shares held: 100%
San Eagle Development Wei Kuang Mech Eng Inc. Wei Kuang Automatic
Corp. Shares held: 100% Shares held: 100% Equipment (Nanjin) Co.,Ltd.
Shares held: 100%
Deep Red Holding Co., Ltd. Sajet System Technology (Suzhou)
Shares held: 100% Co.,Ltd. Shares held: 100% Wei Kuang Automatic
Equipment (Xiamen) Co., Ltd.
Shares held: 100%
Adivic Technology Co. Advic Holding Corporation
Shares held: 51% Shares held: 100%
EVT Technology Weida Electric Vehicle Co.,
Shares held: 53.2% Ltd. Shares held: 75%
Quantel Private Ltd.
Shares held: 60%
----- End of picture text -----

  • 96 -

2. Basic information of various affiliated businesses

December 31,2016. Unit: Thousand NT$or other foreign currency December 31,2016. Unit: Thousand NT$or other foreign currency December 31,2016. Unit: Thousand NT$or other foreign currency December 31,2016. Unit: Thousand NT$or other foreign currency
Company name Date
established

Address
Actual paid-in
capital
Primary business or products
Neworld Electronics Ltd. 1994.02.17 Unit 606, 6F, Shui Hing Centre, No.13, Sheung Yuet
Rd.,Kowloon Bay,Kowloon,H.K.

HK$ 64,013
Sales and maintenance of electronic
maintenance instruments
Chroma Electronics
(Shenzhen) Co., Ltd.
1998.03.10 8F, No.4, Nanyou Tian An Industrial Estate,
Shenzhen, China
HK$30,000 Sales of computerized automation and
peripheral equipment as well as
electronic measurement instruments
Chroma Electronics
(Shanghai) Co., Ltd.
2000.11.10 3F Building 40, No.333, Qin Jiang Rd., Shanghai,
China
US$3,000 Sales of computerized automation and
peripheral equipment as well as
electronic measurement instruments
Chroma ATE Inc.(USA) 1993.02.18 7 Chrysler Irvine CA92618 US$1,000 Sales and maintenance of electronic
maintenance instruments
Chroma ATE Europe B.V. 1999.09.17 Morsestraat 32, 6716 AH Ede, The Netherlands EUR$45 Sales and maintenance of electronic
maintenance instruments
Chroma Investment Co., Ltd. 1997.01.14 4F, No. 7, Yinghua Street, Taishan District, New Taipei
City
NT$140,000 General investments
Chroma New Material Corp. 2006.08.11 4F, No. 68, Huaya 1st Road, Guishan District, Taoyuan
City
NT$250,000 Gold wire processing and sales
Testar Electronics 2007.03.09 4F, No. 68, Huaya 1st Road, Guishan District, Taoyuan
City
NT$300,000 LED product testing
Sensational Holding Ltd. 1997.07.11 Citco Buildings P.O.Box 662, Road Town, Tortola,
British Virgin Island
US$1,200 General investments
Chroma Systems Solutions,
Inc.
2001.04.01 19772 Pauling, Foothill Ranch, CA 92610 US$5 Sales and maintenance of electronic
maintenance instruments
CHI Incorporation Ltd. 1998.04.03 P.O.Box 957 Offshore Incorporations Centre,
Road Town,Tortola,British Virgin Islands
US$3,830 Purchasing and sales of inductor,
capacitor,and resistor testingandparts
Chroma ATE (Suzhou) Co.,
Ltd.
2006.03.15 Building 7, No.855, Zhujiang Rd., Suzhou New
District, Jiang Su, China
US$3,800 Sales of computerized automation and
peripheral equipment as well as
electronic measurement instruments
Chen Hwa Technology Inc. 1998.04.03 P.O.Box 957 Offshore Incorporations Centre,
Road Town,Tortola,British Virgin Islands
US$3,085 Purchasing and sales of inductor,
capacitor,and resistor testingandparts
Chroma (Shanghai) Trading
Co., Ltd.
2004.01.05 Rm 1102B, Building 1, No.18, Tai Gu Rd., Waigaoqiao
Free Trade Zone, Shanghai
US$2,700 International trade, intermediary trade,
simple processing for trade purposes,
and trade inquiryservices.
San Eagle Development Corp. 2006.07.04 Drake Chambers, Road Town, Tortola, British Virgin
Islands
US$2,050 General investments
Wei Kuang Mech Eng Inc. 2002.01.10 608 St. James Court, St. Denis Street Port Louis,
Mauritius
US$4,475 General investments
Mou Kuan Technologies
(Nanjin) Co., Ltd.
1997.09.27 No 811, Hushan Road, Jiangning District, Nanjing City,
China
RMB$1,737 Assembly and sales of equipment
systems, purchasing and sales of
equipment system components, and the
installation, repairs, and post-sales
services of equipment.
Wei Kuang Automatic
Equipment (Nanjin) Co., Ltd.
2005.06.30 No 811, Hushan Road, Jiangning District, Nanjing City,
China
RMB$11,871 Assembly, sales, and post-sales
services for electronic production
equipment and conveyingsystems
Wei Kuang Automatic
Equipment (Xiamen) Co., Ltd.
2007.02.01 Floor 1, Building A4, No. 20, Jinhui Road, Houxi,
Jimei District, Xiamen
RMB$11,417 Assembly, sales, and post-sales
services for electronic production
equipment and conveyingsystems
MAS Automation Corp. 1975.11.26 No. 6, Lane 17, Niupu South Road, Puqian Village, New
Taipei City
NT$100,000 Design, manufacturing, installation,
and testing of automated conveying
and engineeringsystems
Chroma Japan Corp. 2008.05.30 888 Nippa-cho, Kouhoku-ku, Yokohama-shi, Kanagawa,
223-0057 Japan
JPY$99,500 Sales and maintenance of electronic
maintenance instruments
Deep Red Holding Co., Ltd. 2004.04.29 2F, Felix House, 24 Dr.Joseph Riviere Street, Port
Louis,Republic of Mauritius
US$215 General investments
Sajet System Technology
(Suzhou) Co., Ltd.
2004.08.24 503-1, 4th Floor Genway LOHASTOWN, 88 Building,
999 Xinghu Road, SIP Suzhou
RMB$1,736 R&D and design of computer network
safety systems and data management
systems
ADIVIC Technology Co. 2009.04.07 6F, No. 345, Xinhu 2nd Road, Neihu District, Taipei
City
NT$280,000 R&D and sales of RF equipment
Advic Holding
Corporation
2015.01.15 Offshore Chambers, P.O.Box 217, Apia, Samoa. US$500 R&D and sales of RF equipment
EVT Technology 1999.10.26 No. 68,Huaya 1st Road,Guishan District,Taoyuan City NT$50,000 Manufacturingof vehicles andparts
Weida Electric Vehicle Co.,
Ltd.
2012.02.14 No. 5, Gongye 5th Road, Pingtung City NT$5,000 Distribution and rental services of
scooters
Quantel Private Ltd. 1989.02.15 46 Lorong 17 Gerang # 05-02 Enterprise Industrial
Building,Singapore 388568
SG$3,190 Sales of testing and measurement
instrument
  1. Information of shareholders with corporate governance power while working in the company: None.

  2. 97 -

4. Overall business scope of every affiliated business

Overall business scope of every affiliated business of this Company primarily focus upon specialized manufacturing services for measurement instruments. There are also a small number of affiliated businesses that focus on investments in its scope of business. In general, specialization of work amongst affiliated businesses focus on mutual support in technology, production capacity, sales, and services to maximize synergy so that this Company could keep providing the best manufacturing services for professional measurement instruments for customers throughout the world and ensure this Company’s leadership in the global market.

5. Directors, supervisors, and general managers of Chroma ATE Inc. and affiliated businesses

December 31, 2016 December 31, 2016
Company name Title Name or representative Shares held
Number of shares Shareholding
percentage
Neworld Electronics Ltd. Director
Director
Chroma ATE Inc. (representative: Leo Huang)
Chroma ATE Inc. (representative: Ming-hsiung Chang)
64,012,815 shares
100%
Chroma Electronics (Shenzhen) Co.,
Ltd.
Chairperson of the Board
Director
Director
General Manager
Neworld Electronics (representative: Leo Huang)
Vincent Chen
Chih-hsin Liao
Vincent Chen
(Note 1)
-
-
-




100%
-
-
-
Chroma Electronics (Shanghai) Co.,
Ltd.
Chairperson of the Board
Director
Director
General Manager
Neworld Electronics (representative: Leo Huang)
Paul Ying
Vincent Chen
Paul Ying
(Note 1)
-
-
-




100%
-
-
-
Chroma ATE Inc. (USA) Director
General Manager
Chroma ATE Inc. (representative: Ming-hsiung Chang)
Scott Wang
1,000,000 shares
-


100%
-
Chroma ATE Europe B.V. Director
Director
Director
Chroma ATE Inc. (representative: David Yang)
Chroma ATE Inc. (representative: Paul Ying)
ChromaATE Inc. (representative:I-shih Tseng)
1,000 shares
100%
Chroma Investment Co., Ltd. Chairperson of the Board
Director
Director
Supervisor
Chroma ATE Inc. (representative: Ming-hsiung Chang)
Chroma ATE Inc. (representative: Paul Ying)
Chroma ATE Inc. (representative: Amy Huang)
LeoHuang
13,999,994 shares
-


100%
-
Chroma New Material Corp. Chairperson of the Board
Director
Director
Supervisor
General Manager
Chroma ATE Inc. (representative: Leo Huang)
Chroma ATE Inc. (representative: C.C. Ho)
Chroma ATE Inc. (representative: Amy Huang)
Chroma ATE Inc. (representative: Paul Ying)
C.C. Ho
25,000,000 shares
-

100%
-
Testar Electronics Chairperson of the Board
Vice Chairman
Director
Supervisor
General Manager
Chroma ATE Inc. (representative: Leo Huang)
Chroma ATE Inc. (representative: C.C. Ho)
WI HARPER (representative: Yung-kuang Chu)
I-shih Tseng
C.C. Ho
20,159,600 shares
4,500,000 shares
-
-



67.2%
15.0%
-
-
Sensational HoldingLtd. Director Chroma ATE Inc.(representative: Leo Huang) 1,200,000 shares
100%
Chroma Systems Solutions, Inc Director
Director
Fred Sabatine
Chroma ATE Inc. (representative: Ming-hsiung Chang)
120,000 shares
Chroma ATE holds
120,000 shares
CHROMA USA holds
240,000 shares




25%
25%
50%
CHI Incorporation Ltd. Director Leo Huang -
(Chroma ATE holds
3,830,000 shares)



-
100%
Chroma ATE (Suzhou) Co., Ltd. Chairperson of the Board
Director
Director
General Manager
CHI (representative: Leo Huang)
Paul Ying
Emma Chen
Vincent Chen
(Note 1)
-
-
-



100%
-
-
-
Chen Hwa Technology Inc. Director Leo Huang -
(Chroma ATE holds
3,085,000 shares)



-
100%
Chroma (Shanghai)Trading Co.,Ltd. ChairpersonoftheBoard Chen Hwa (representative:LeoHuang) (Note1) 100%
San Eagle Development Corp. Director Chroma ATE Inc. (representative: Leo Huang) 2,050,000 shares
100%
Wei Kuang Mech Eng Inc. Director San Eagle (representative: Leo Huang) 4,475,000 shares
100%
Mou Kuan Technologies (Nanjin) Co.,
Ltd.
Chairperson of the Board
Director
Director
Wei Kuang (representative: Leo Huang)
Chin-fu Huang
AmyHuang
(Note 1)
-
-



100%
-
-
Wei Kuang Automatic Equipment
(Nanjin) Co., Ltd.
Chairperson of the Board
Director
Director
Wei Kuang (representative: Leo Huang)
Chin-fu Huang
Amy Huang
(Note 1)
-
-


100%
-
-
Wei Kuang Automatic Equipment
(Xiamen) Co., Ltd.
Chairperson of the Board
Director
Director
Wei Kuang (representative: Leo Huang)
Chin-fu Huang
Amy Huang
(Note 1)
-
-


100%
-
-
MAS Automation Corp. Chairperson of the Board
Director
Director
Supervisor
General Manager
Chroma ATE Inc. (representative: Leo Huang)
Chroma ATE Inc. (representative: Chin-fu Huang)
Chroma ATE Inc. (representative: I-shih Tseng)
Chroma ATE Inc. (representative: Amy Huang)
Chin-fuHuang
10,000,000 shares
-


100%
-
Chroma Japan Corp. Director Leo Huang -
(Chroma ATE holds
8,980 shares)



-
100%
Deep Red Holding Co., Ltd. Director Leo Huang -
(Chroma ATE holds
215,000 shares)



-
100%
Sajet System Technology (Suzhou) ChairpersonoftheBoard DeepRedHolding Co.,Ltd. (Representative: JoeLin) (Note1) 100%
  • 98 -
Company name Title Name or representative Shares held Shares held
Number of shares Shareholding
percentage
Co., Ltd. Director
Director
General Manager
Shu-chun Wu
Paul Ying
JoeLin
-
-
-



-
-
-
ADIVIC Technology Co. Chairperson of the Board
Director
Director
Supervisor
General Manager
Chroma ATE Inc. (representative: I-shih Tseng)
Chroma ATE Inc. (representative: Leo Huang)
AIT group (representative: Fu-hai Yeh)
Ming-jen Hsu
Hsieh-shengHuang
14,280,000 shares
13,720,000 shares
-
-




51%
49%
-
-
Advic Holding Corporation Director ADIVIC Technology (representative: I-shih Tseng) 500,000 shares
100%
EVT Technology Chairperson of the Board
Director
Director
Supervisor
General Manager
Leo Huang
Hsiu-chou Chang
Tsun-i Wang
Chroma ATE Inc. (representative: Paul Ying)
LeoHuang
81,034 shares
667 shares
17,361 shares
2,658,219 shares
81,034shares




1.6%
-
-
53.2%
1.6%
Weida Electric Vehicle Co., Ltd. Chairperson of the Board
Director
Director
Supervisor
General Manager
EVT Technology (representative: Leo Huang)
EVT Technology (representative: Kun-chi Huang)
EVT Technology (representative: Hsiu-chou Chang)
Ming-sheng Hsiao
LeoHuang
375,000 shares
-
-



75%
-
-
Quantel Private Ltd. Director
Director
Director
Chroma ATE Inc. (representative: Leo Huang)
Chroma ATE Inc. (representative: Paul Ying)
Yip Hin Lay
1,914,000 shares
1,276,000 shares


60%
40%

Note 1: Limited liabilitycompany

6. Business operating conditions of Chroma ATE Inc. and its affiliated businesses

December 31, 2016. Unit: NT$ 1,000

Company name Actual paid-in
capital
Total assets Total
liabilities
Net equity Sales
revenue
Operating
income(loss)
Net income(loss) Earnings per
share(NT$)
Neworld Electronics Ltd.(Note 1) 266,166 2,239,744 1,386,864
852,880
4,299,500
126,152

81,411
1.27
Chroma Electronics (Shenzhen) Co.,
Ltd.

124,740
959,549 505,184
454,365
1,315,122
81,917

63,973
Not applicable
Chroma Electronics (Shanghai) Co.,
Ltd.
96,750 116,446 48,523
67,923
204,943
17,215

13,732
Not applicable
Chroma ATE Inc.(USA) 32,250 647,680 520,370
127,310
757,292
(34,412)
11,343 11.34
Chroma Systems Solutions,Inc. 155 742,820 484,370
258,450
765,699
97,806

72,010
Not applicable
Chroma Investment Co.,Ltd. 140,000 250,765 120
250,645
0
(242)
4,011 0.29
Chroma New Material Corp. 250,000 1,179,459 740,089 439,370 2,269,057
58,350

47,089
1.88
Chroma ATE Europe B.V. 1,538 342,511 205,439 137,072 374,261
13,908

8,716
Not applicable
Chroma (Shanghai) Trading Co.,
Ltd.
87,075 92,749 5,955
86,794
0
(5,481)
(1,266) Not applicable
Chroma ATE(Suzhou)Co.,Ltd. 122,550 374,360 203,436
170,924
465,081
18,593

21,976
Not applicable
MAS Automation Corp. 100,000 588,639 272,588
316,051
612,277
94,159
69,445 6.94
Mou Kuan Technologies (Nanjin)
Co.,Ltd.
8,020 15,375 2,139 13,236 5,378
1,013

984
Not applicable
Wei Kuang Automatic Equipment
(Nanjin)Co.,Ltd.
54,808 360,294 143,198
217,096
20,572
(5,999)
(1,949) Not applicable
Wei Kuang Automatic Equipment
(Xiamen)Co.,Ltd.
52,712 281,876 30,616
251,260
69,393
(14,099)
(11,177) Not applicable
Sajet System Technology (Suzhou)
Co.,Ltd.
8,015 51,380 2,708
48,672
50,144
3,534

7,569
Not applicable
Testar Electronics 300,000 349,668 300,162
49,506
325,632
(47,948)
(44,227) (1.47)
Chroma Japan Corp. 27,462 175,882 204,373
(28,491)
180,096
(12,188)
(13,118) Not applicable
Sensational HoldingLtd. 38,700 53,661 303
53,358
0
(605)
1,583 1.32
Chen Hwa TechnologyInc. 99,491 106,468 20
106,448
0
(548)
2,928 0.95
CHI Incorporation Ltd. 123,518 172,151 20
172,131
0
(74)
21,946 5.73
San Eagle Development Corp. 66,113 567,569 20
567,549
0
(79)
(12,895) (6.29)
Wei KuangMech.Eng.Inc. 144,319 559,663 20
559,643
0
(65)
(12,841) (2.87)
DeepRed HoldingCo.,Ltd. 6,934 49,022 0
49,022
0
0

7,587
35.29
ADIVIC TechnologyCo. 280,000 81,101 14,884
66,217
16,442
(42,220)
(57,450) (2.05)
Advic HoldingCorporation 16,125 808 11,584
(10,776)
0
(16,183)
(16,181) (32.36)
EVT Technology 50,000 42,078 37,418
4,660
1,020
(10,484)
(11,002) (2.20)
Weida Electric Vehicle Co.,Ltd. 5,000 1,285 1,249 36 2
(70)
3,078 6.16
Quantel Private Ltd. 71,105 190,527 50,239 140,288 240,958
14,038

13,897
4.36

Note 1: Expressed per the consolidated financial statement.

Note 2: The following lists the exchange rates for the statement of assets and liabilities:

US$ 1 = NT$32.25; HKD$1 = NT$ 4.158; EUR$ 1 = NT$ 33.90; RMB$ 1 = NT$ 4.617; JPY$ 1 = NT$ 0.276;SGD$ 1 = NT$ 22.29 The following lists the exchange rates for the profit and loss statement:

US$ 1 = NT$32.263; HKD$1 = NT$ 4.156; EUR$ 1 = NT$ 35.70; RMB$ 1 = NT$ 4.849; JPY$ 1 = NT$ 0.297;SGD$ 1 = NT$ 23.37

  • 99 -

  • (2) Consolidated financial statements of affiliated businesses

For 2016 (January 1 to December 31, 2016), affiliated businesses of this Company that shall be included according to the rules prescribed by the Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises were the same as those companies that shall be included into the parent and subsidiary consolidated financial statement as prescribed by International Financial Reporting Standards No. 10 (IFRS 10). All information to be disclosed in the consolidated financial statements of affiliated enterprises has already been disclosed in the consolidated financial statement of the parent company and subsidiaries. Hence, consolidated financial statements of affiliated businesses were therefore not generated separately.

  • (3) Affiliation report

According to Article 369-12 of the Company Act, separate affiliation reports were not required for subsidiaries of this Company that has not been publicly listed.

  1. Private placement of securities of the most recent year up to the publication date of this report: None.

  2. Holding or disposition of company shares of the most recent year up to the publication date of this report

Unit: Thousand NT$;shares;% Unit: Thousand NT$;shares;% Unit: Thousand NT$;shares;%
Subsidiary
Title
Actual
paid-in
capital
Source
of
capital

Shareholding
of this
Company

Date of
acquisition
or disposal
Quantity
and value
of shares
acquired

Quantity
and value
of shares
disposed
of

Investment
gain (loss)

Quantity and
value of shares
up to the
publication
date of this
report(Note 1)
Status and
settings for
the pledge
Value of
endorsements
and guarantees
provided to
subsidiaries by
this Company
Loans
provided to
subsidiaries
by this
Company
Chroma
Investment
Co., Ltd.

140,000
Own
capital
100% 2016 0 0 0 1,915,579
shares
NT$ 176,042,000
None 0 0
In the
current year
up till the
publication
date of this
report

0
0 0 None 0 0

Note 1: The sum held is calculated using the closing price of NT$ 91.9 of March 31, 2017.

  1. Other items that must be included: None.

  2. Any event that results in substantial impact upon the shareholders’ equity or prices of the company’s securities as prescribed by Article 36, Paragraph 3, Subparagraph 2 of the Securities and Exchange Act that have occurred in the most recent year up to the printing date of this report: None.

  3. 100 -

DECLARATION OF CONSOLIDATION OF FINANCIAL STATEMENTS OF AFFILIATES

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

Very truly yours,

CHROMA ATE INC.

LEO HUANG Chairman

February 21, 2017

  • 101 -

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders Chroma Ate Inc.

Opinion

We have audited the accompanying consolidated financial statements of Chroma Ate Inc. and its subsidiaries (the Group), which comprise the consolidated balance sheets as of December 31, 2016 and 2015, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2016 and 2015, 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 ended December 31, 2016 and 2015, 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 (ROC).

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 (ROC). 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 (ROC), 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, we do not provide a separate opinion on these matters.

  • 102 -

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

Impairment of Property, Plant and Equipment

In accordance with IAS 36 - Impairment of Asset, management assesses periodically whether there is any indication that property, plant and equipment may be impaired. If an indication of impairment exists, management considers the usage of the asset and industry condition to determine the recoverable amount of the cash-generating unit to which the asset belongs based on subjective judgment. Since the management’s assessment of impairment and determination of the recoverable amount of an asset require management’s subjective judgments and assumptions, impairment of asset is deemed to be a key audit matter.

For no impairment indication property, plant and equipment, we reviewed and assessed rationale of the information used. For those property, plant and equipment with impairment indication, we evaluated the methodologies adopted, including the assumptions of the forecasted cash flows and discount rates, to estimate the recoverable amount of the cash-generating unit in order to assess the appropriateness of the management’s impairment evaluation performed.

Please refer to Notes 5 and 16 of the consolidated financial statements for the details of the information about property, plant and equipment.

Evaluation of Write-down of Inventories

The Group’s inventories are primarily test instruments, widely used in technology industries including power supply, passive components, semiconductor, LED, and solar energy. The Group needs to change the product combinations in response to the rapid change in the market and business fluctuation. The market competition or technique replacement may result in the risk that inventories cannot be sold, or prices may be reduced due to lack of demand in the market. As stated in Note 5 - critical accounting judgments and key sources of estimation uncertainty, inventory valuation includes the consideration of whether the test instruments are obsolete or unmarketable and the estimation of demand for the products in the future. Since the evaluation process involves material assumptions and estimations, the valuation of inventories is deemed to be a key audit matter.

We assessed the rationale of the Group’s policy on providing allowance for inventory valuation and obsolescence losses, and we tested the accuracy of inventory aging report. We also reviewed the sales forecast of the products, tested the recent selling prices, and participated in annual inventory count to observe the condition of the inventories in order to evaluate the reasonableness of the inventory value.

Please refer to Note 13 of the consolidated financial statements for the details of the information about inventories.

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 IFRS, IAS, IFRIC and SIC endorsed and issued into effect by the FSC of the ROC 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.

  • 103 -

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

Those charged with governance, including supervisor, 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 (ROC) 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 (ROC), 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.

  7. 104 -

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.

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 Yi-Wen Wang and Wen-Chi Kuo.

Deloitte & Touche Taipei, Taiwan Republic of China (ROC) February 21, 2017

Notice to Readers

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

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

  • 105 -

CHROMA ATE INC. AND SUBSIDIARIES

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

ASSETS
CURRENT ASSETS
Cash and cash equivalents (Notes 4 and 6)
Financial assets at fair value through profit or loss - current (Notes 4 and 7)
Available-for-sale financial assets - current (Notes 4 and 8)
Investments in bonds with no active market - current (Notes 4, 10 and 32)
Notes receivable
Accounts receivable, net (Notes 4 and 11)
Accounts receivable - related parties (Notes 4, 11 and 31)
Construction contracts receivable (Notes 4 and 12)
Inventories (Notes 4 and 13)
Prepayments
Other current assets (Note 31)
Total current assets
NON-CURRENT ASSETS
Available-for-sale financial assets - non-current (Notes 4 and 8)
Financial assets carried at cost - non-current (Notes 4 and 9)
Investments accounted for using equity method (Notes 4 and 15)
Property, plant and equipment (Notes 4, 16, 24 , 31 and 32)
Goodwill (Notes 4 and 17)
Other intangible assets (Notes 4 and 18)
Deferred tax assets (Notes 4 and 25)
Prepayments for land and equipment (Notes 4 and 33)
Refundable deposits
Prepayments for investments
Other non-current assets
Total non-current assets
TOTAL
LIABILITIES AND EQUITY

CURRENT LIABILITIES

Short-term borrowings (Notes 19 and 32)

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

Notes payable

Notes payable - related parties (Note 31)

Accounts payable

Accounts payable - related parties (Note 31)

Construction contracts payable (Notes 4 and 12)

Dividends payable (Note 23)

Other payables (Note 21)

Current tax liabilities (Note 25)

Receipts in advance (Note 12)

Current portion of long-term liabilities (Notes 19 and 32)

Other current liabilities - other


Total current liabilities


NON-CURRENT LIABILITIES

Bonds payable (Notes 4 and 20)

Long-term borrowings (Notes 19 and 32)

Deferred tax liabilities (Notes 4 and 25)

Net defined benefit liabilities (Notes 4 and 22)

Guarantee deposits received


Total non-current liabilities


Total liabilities


EQUITY ATTRIBUTABLE TO OWNERS OF THE CORPORATION (Notes 4, 23 and 27)

Common stock

Capital surplus

Retained earnings

Legal reserve

Special reserve

Unappropriated earnings

Total retained earnings

Other equity

Treasury shares


Total equity attributable to owners of the Corporation


NON-CONTROLLING INTERESTS


Total equity


TOTAL
2016
Amount
%
$ 3,149,970
17
9,161
-
2,291,504
12
378,515
2
61,769
-
2,988,773
16
7,890
-
214,816
1
1,906,496
10
76,076
1

127,722

1
11,212,692

60
314,233
2
198,649
1
641,497
4
2,714,127
15
220,236
1
7,267
-
220,064
1
3,035,154
16
20,045
-
20,000
-

28,814

-

7,420,086

40
$ 18,632,778
100
$ 196,705
1
-
-
55,511
-
2,595
-
1,976,229
11
11,813
-
229,858
1
4,838
-
848,232
5
264,461
1
290,774
2
815,317
4

27,078

-

4,723,411

25
1,397,140
8
1,368,085
7
187,170
1
168,266
1

855

-

3,121,516

17

7,844,927

42

3,898,872

21

1,960,159

11
1,724,576
9
86,888
-

2,923,811

16

4,735,275

25

58,035

-

(35,714)

-
10,616,627
57

171,224

1
10,787,851

58
$ 18,632,778
100
2015































































































































Amount
%
$ 2,489,289
16
8,872
-
2,057,476
13
559,958
3
81,021
-
2,422,708
15
11,650
-
175,863
1
1,635,947
10
83,437
1

106,379

1

9,632,600

60
359,543
2
208,400
2
553,139
4
2,767,608
17
196,052
1
4,524
-
156,651
1
2,097,344
13
39,036
-
-
-

45,542

-

6,427,839

40
$ 16,060,439
100
$ 301,303
2
1,483
-
19,173
-
3,311
-
1,348,781
9
5,789
-
255,218
2
2,298
-
665,640
4
208,745
1
229,955
2
30,083
-

40,875

-

3,112,654

20
1,758,093
11
1,384,040
8
123,827
1
149,691
1

838

-

3,416,489

21

6,529,143

41

3,791,699

24

1,302,269

8
1,600,920
10
86,888
-

2,264,377

14

3,952,185

24

399,665

2

(35,714)

-
9,410,104
58

121,192

1

9,531,296

59
$ 16,060,439
100

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

  • 106 -

CHROMA ATE INC. 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)

SALES REVENUES (Notes 4, 12 and 31)
Sales revenues

Less:Sales returns
Sales allowances

Net sales revenues

OPERATING COSTS (Notes 4, 13, 24 and 31)

GROSS PROFIT
UNREALIZED GAIN ON TRANSACTIONS
WITH ASSOCIATES AND JOINT
VENTURES
REALIZED GAIN ON TRANSACTIONS WITH
ASSOCIATES AND JOINT VENTURES

REALIZED GROSS PROFIT

OPERATING EXPENSES (Notes 24 and 31)
Selling and marketing expenses
General and administrative expenses
Research and development expenses

Total operating expenses

OPERATING INCOME

NON-OPERATING INCOME AND EXPENSES
Dividend income (Note 4)
Rental income (Note 31)
Interest income (Note 4)
Subsidy income
Other income - other
Share of profits of associates and joint ventures,
net (Notes 4 and 15)
Exchange loss, net (Notes 4 and 34)
Gain on disposal of investments, net
Foreign currency exchange gain, net (Notes 4
and 34)
Impairment loss on financial assets (Notes 4 and
9)
2016
Amount
%
$ 11,761,604 101
(14,550)
-
(122,685)
(1)

11,624,369 100
6,196,250
53

5,428,119 47
-
-
203

-

5,428,322
47

1,619,664 14
760,936
6
1,034,541

9

3,415,141
29

2,013,181
18

52,101
-
22,487
-
19,323
-
3,384
-
19,504
-
61,979
1
(110,497) (1)
2,442
-
-
-
-
-
2015
































Amount
%
$ 9,782,005 101

(74,896) (1)
(14,744)

-

9,692,365 100
5,470,761
57

4,221,604 43

(264)
-
-

-
4,221,340
43

1,421,138 15

707,237
7
872,966

9
3,001,341
31
1,219,999
12

35,620
-

26,538
-

28,503
-

18,302
-

69,806
1

76,166
1

-
-

381
-

61,260
1

(14,674)
-
(Continued)
  • 107 -

CHROMA ATE INC. 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)

Valuation gain on financial assets (liabilities) at
fair value through profit, net (Note 4)

Gain on disposal of property, plant and
equipment, net (Note 4)
Valuation loss on financial assets (liabilities) at
fair value through loss, net (Note 4)
Other expenses
Finance costs (Notes 4 and 24)

Total non-operating income and expenses

CONSOLIDATED INCOME BEFORE INCOME
TAX
INCOME TAX EXPENSE (Notes 4 and 25)

CONSOLIDATED NET INCOME

OTHER COMPREHENSIVE INCOME (LOSS),
NET (Note 23)
Items that will not be reclassified subsequently
to profit or loss
Remeasurement of defined benefit plans
Share of other comprehensive income of
associates accounted for using the equity
method
Items that may be reclassified subsequently to
profit or loss
Exchange differences on translating foreign
operations
Unrealized loss from available-for-sale
financial assets
Share of other comprehensive income of
associates and joint ventures accounted for
using the equity method

Total other comprehensive income (loss),
net of tax

TOTAL COMPREHENSIVE INCOME
2016
Amount
%
$ 2,219
-
1,126
-
-
-
(3,140)
-
(42,052)

-

28,876

-

2,042,057 18
346,491

3

1,695,566
15

(25,981)
-
(736)
-
(132,555) (1)
(38,796) (1)
(25,084)

-

(223,152)
(2)

$ 1,472,414
13
2015






















Amount
%
$ -
-

3,605
-

(322)
-

(3,518)
-
(38,994)

-
262,673

3

1,482,672 15
288,130

3
1,194,542
12

(27,368)
-

732
-

(14,736)
-

(98,651) (1)
8,283

-
(131,740)
(1)
$ 1,062,802
11
(Continued)
  • 108 -

CHROMA ATE INC. 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)

NET INCOME ATTRIBUTED TO
Owners of the Corporation

Non-controlling interests


COMPREHENSIVE INCOME ATTRIBUTED
TO:
Owners of the Corporation

Non-controlling interests


EARNINGS PER SHARE (Note 26)
From continuing operating segment
Basic
Diluted
2016
Amount
%
$ 1,719,935 15
(24,369)

-

$ 1,695,566
15

$ 1,501,612 13
(29,198)

-

$ 1,472,414
13

$4.53
$4.23
2015










Amount
%
$ 1,236,557 13
(42,015)
(1)
$ 1,194,542
12
$ 1,102,621 11
(39,819)

-
$ 1,062,802
11
$3.28
$3.10

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

  • 109 -

CHROMA ATE INC. AND SUBSIDIARIES

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

BALANCE, JANUARY 1, 2015

Appropriation of the 2014 earnings
Legal reserve
Cash dividends - NT$2.6 per share
Other changes in capital surplus
Change in capital surplus from investments in
associates and joint ventures accounted for
using the equity method
Consolidated net income (loss) for the year
ended December 31, 2015
Other comprehensive income (loss) for the year
ended December 31, 2015

Consolidated comprehensive income (loss) for
the year ended December 31, 2015

Conversion of convertible bonds
Adjustment of capital surplus for corporation's
cash dividends received by subsidiaries
Share-based payment transaction
Increase in non-controlling interests for the year
ended December 31, 2015

BALANCE, DECEMBER 31, 2015
Appropriation of the 2015 earnings
Legal reserve
Cash dividends - NT$2.4 per share
Other changes in capital surplus
Change in capital surplus from investments in
associates and joint ventures accounted for
using the equity method
Consolidated net income (loss) for the year
ended December 31, 2016
Other comprehensive income (loss) for the year
ended December 31, 2016

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

Conversion of convertible bonds
Share-based payment transaction
Adjustments of capital surplus for corporation's
cash dividends received by subsidiaries
Increase in non-controlling interests for the year
ended December 31, 2016

BALANCE, DECEMBER 31, 2016
Equity Attributable to O Equity Attributable to O **wners of the Corporation ** Non-controlling
Total Equity
Interests
$ 9,252,948
$ 120,140

-
-
(987,433 )
-
(7,525 )
7,525
1,236,557
(42,015 )

(133,936)

2,196


1,102,621

(39,819)

281
-
4,994
-
44,218
691

-

32,655

9,410,104
121,192
-
-
(910,200 )
-
27,978
-
1,719,935
(24,369 )

(218,323)

(4,829)


1,501,612

(29,198)

386,028
-
196,560
323
4,545
-

-

78,907

$ 10,616,627
$ 171,224
Total Equity
$ 9,373,088
-
(987,433 )
-
1,194,542

(131,740)

1,062,802
281
4,994
44,909

32,655
9,531,296
-
(910,200 )
27,978
1,695,566

(223,152)

1,472,414
386,028
196,883
4,545

78,907
$ 10,787,851







Issued Capital
Capital Surplus
$ 3,787,821
$ 1,256,654

-
-
-
-
-
-
-
-

-

-


-

-

42
239
-
4,994
3,836
40,382

-

-

3,791,699
1,302,269
-
-
-
-
-
27,978
-
-

-

-


-

-

59,823
326,205
47,350
299,162
-
4,545

-

-

$ 3,898,872
$ 1,960,159
Retained Earnings Total

$ 3,737,083

-
(987,433 )
(7,525 )
1,236,557

(26,497)


1,210,060

-
-
-

-

3,952,185
-
(910,200 )
-
1,719,935

(26,645)


1,693,290

-
-
-

-

$ 4,735,275
Other Equity Total
Treasury Stock
$ 507,104
$ (35,714 )

-
-
-
-
-
-
-
-

(107,439)

-


(107,439)

-

-
-
-
-
-
-

-

-

399,665
(35,714 )
-
-
-
-
-
-
-
-

(191,678)

-


(191,678)

-

-
-
(149,952 )
-
-
-

-

-

$ 58,035
$ (35,714)
Exchange
U
Differences on
Translating
A
Foreign Operations
F
$ 136,756

-
-
-
-

(8,788)


(8,788)

-
-
-

-

127,968
-
-
-
-

(152,882)


(152,882)

-
-
-

-

$ (24,914)
nrealized Gain
(Loss) from
vailable-for- sale
Unearned
inancial Assets
Employee Benefit
$ 370,348
$ -

-
-
-
-
-
-
-
-

(98,651)

-


(98,651)

-

-
-
-
-
-
-

-

-

271,697
-
-
-
-
-
-
-
-
-

(38,796)

-


(38,796)

-

-
-
-
(149,952 )
-
-

-

-

$ 232,901
$ (149,952)







Unappropriated
Legal Reserve
Special Reserve
Earnings
$ 1,469,276
$ 86,888
$ 2,180,919

131,644
-
(131,644 )
-
-
(987,433 )
-
-
(7,525 )
-
-
1,236,557

-

-

(26,497)


-

-

1,210,060

-
-
-
-
-
-
-
-
-

-

-

-

1,600,920
86,888
2,264,377
123,656
-
(123,656 )
-
-
(910,200 )
-
-
-
-
-
1,719,935

-

-

(26,645)


-

-

1,693,290

-
-
-
-
-
-
-
-
-

-

-

-

$ 1,724,576
$ 86,888
$ 2,923,811

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

  • 110 -

CHROMA ATE INC. 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
Consolidated net income before income tax

Adjustments for:
Depreciation
Compensation cost of shared-based payment
Share of profits of associates and joint venture accounted for
using the equity method, net
Dividend income
Finance costs
Exchange loss (gain), net
Interest income
Impairment loss on nonfinancial assets
(Reversal of) provision for bad debts expense
Amortization
Gain on disposal of investments, net
Gain on disposal and retirement of property, plant and
equipment, net
Realized gain on transactions with associates and joint
ventures
Unrealized gain on transactions with associates and joint
ventures
Impairment loss on financial assets
Net changes related to operating assets and liabilities
Financial assets held for trading
Notes receivable
Accounts receivable
Construction contracts receivable
Inventories
Prepayments
Other current assets
Financial liabilities held for trading
Notes payable
Accounts payable
Construction contracts payable
Other payables
Receipts in advance
Other current liabilities
Net define benefit liabilities

Cash generated from operations

Income tax paid

Net cash generated from operating activities

CASH FLOWS FROM INVESTING ACTIVITIES
Payment to acquire property, plant and equipment

Payment to acquire available-for-sale financial assets
Proceeds from disposal of available-for-sale financial assets
2016
$ 2,042,057

336,514
86,941
(61,979)
(52,101)
42,052
39,114
(19,323)
16,619
(4,675)
2,849
(2,442)
(1,126)
(203)
-
-
(965)
19,252
(550,370)
(38,953)
(413,050)
7,361
(19,653)
(1,483)
35,622
626,284
(25,360)
193,355
60,819
(13,817)
(7,406)

2,295,933

(295,067)

2,000,866

(1,093,975)
(650,000)
423,410
2015
$ 1,482,672
329,582
25,768

(76,166)

(35,620)
38,994
(58,015)

(28,503)
39,379

86,551
2,009

(381)

(3,605)

-
264
14,674

(234)
(47,705)

676,838

(79,918)

(160,642)
(27,119)

3,417

556
(36,841)
66,726

251,422
(48,725)
145,634

(3,569)
(5,379)
2,552,064
(283,511)
2,268,553

(960,436)

(300,000)
127,020
(Continued)

111

CHROMA ATE INC. AND SUBSIDIARIES

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

Proceeds from disposal of investment in bonds with no active
market

Dividend received
Payments to acquire investment accounted for using the equity
method
Net cash (outflows) inflows from business combination
Proceeds from disposal of property, plant and equipment
Interest received
Increase in prepayments for investments
Decrease in refundable deposits
Decrease in other non-current assets
Cash returned of capital reduction of financial assets carried at
cost
Proceeds on sale of financial assets measured at cost
Payment to acquire financial assets carried at cost
Payment to acquire investment in bonds with no active market

Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES
Cash dividends paid
Proceeds of the issue of long-term debts
Decrease in short-term borrowings
Exercise of employee stock options
Increase in non-controlling interest
Interest paid
Repayment of long-term debts
Exercise of employee restricted stock
Increase in guarantee deposits
Decrease in short-term bills payable

Net cash used in financing activities

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND
CASH EQUIVALENTS

NET INCREASE IN CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR

CASH AND CASH EQUIVALENTS, END OF YEAR
2016
$ 163,274

110,904
(82,821)
(56,249)
29,306
21,203
(20,000)
19,791
16,728
9,587
1,521
-
-

(1,107,321)

(907,953)
770,000
(122,606)
80,049
53,225
(39,795)
(14,951)
31,000
3
-

(151,028)

(81,836)

660,681
2,489,289

$ 3,149,970
2015
$ -
76,100

-

10,897
14,893
23,588

-
4,647
941
11,750
-
(16,140)
(160,965)
(1,167,705)

(982,439)
582,165

(84,000)
19,141
29,400

(24,064)

(6,659)
-
-
(16,000)
(482,456)
23,249
641,641
1,847,648
$ 2,489,289

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

112

CHROMA ATE INC. 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

Chroma Ate Inc. (the “Corporation”) was incorporated in the Republic of China (ROC) in November 1984. The Corporation mainly designs, assembles, calibrates, manufactures, sells, repairs and maintains software/hardware for computers and peripherals, computerized automatic test systems, electronic test instruments, signal generators, power supplies, telecom power supplies, etc. as well as serves as an agent to sell these products. The Corporation’s shares have been listed on the Taiwan Stock Exchange since December 21, 1996.

The Corporation’s functional currency is the New Taiwan dollar (NTD).

2. APPROVAL OF FINANCIAL STATEMENTS

The consolidated financial statements were approved by the Corporation’s Board of Directors on February 21, 2017.

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

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

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 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”

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”
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
July 1, 2014
(Continued)
  • 113 -

Effective Date Announced by IASB (Note 1)

New IFRSs

Amendment to IAS 36 “Impairment of Assets: Recoverable January 1, 2014 Amount Disclosures for Non-financial Assets” Amendment to IAS 39 “Novation of Derivatives and January 1, 2014 Continuation of Hedge Accounting” IFRIC 21 “Levies” January 1, 2014 (Concluded)

  • Note 1: Unless stated otherwise, the above New or amended IFRSs are effective for annual periods beginning on or after their respective effective dates.

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

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

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

  • 1) Annual Improvements to IFRS 2 “Share-based Payment”: 2010-2012 Cycle

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

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

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

  • 114 -

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

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

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

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

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

New IFRSs
Annual Improvements to IFRSs 2014-2016 Cycle

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

IFRS 9 “Financial Instruments”

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

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

IFRS 15 “Revenue from Contracts with Customers”

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

IFRS 16 “Leases”

Amendment to IAS 7 “Disclosure Initiative”

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

Amendments to IAS 40 “Transfers of investment property”

IFRIC 22 “Foreign Currency Transactions and Advance
Consideration”
Effective Date
Announced by IASB (Note 1)
Note 2
January 1, 2018
January 1, 2018
January 1, 2018
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.

  • 115 -

  • 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.

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:

  • 1) IFRS 9 “Financial Instruments”

Recognition and measurement of financial assets

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

All 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.

The impairment of financial assets

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

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

Transition

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

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

IFRS 15 establishes principles for recognizing revenue that apply to all contracts with customers, and

  • 116 -

will supersede IAS 18 “Revenue”, IAS 11 “Construction Contracts” and a number of revenue-related interpretations from January 1, 2018.

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

  • Identify the contract with the customer;

  • Identify the performance obligations in the contract;

  • Determine the transaction price;

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

  • Recognize revenue when the entity satisfies a performance obligation.

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

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 IFRS as endorsed and issued into effect 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 values.

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

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

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

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

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

Current assets include:

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

  • 2) Assets expected to be realized within 12 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.

  • 117 -

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

Principle of preparing consolidated financial statements

The consolidated financial statements incorporate the financial statements of the Corporation and entities controlled by the Corporation (its subsidiaries).

Income and expenses of subsidiaries acquired or disposed of during the period are included in the consolidated statement of profit or loss and other comprehensive income from the effective date of acquisition and up to the effective date of disposal, as appropriate.

When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the Group.

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 Group and to the noncontrolling 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.

Refer to Note 14 and Table 7 for the detail information of subsidiaries, including the equity interest 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 noncontrolling interests in the acquiree, and the fair value of the acquirer’s previously held equity interest in the acquiree (if any) over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed.

  • 118 -

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.

f. Foreign currencies

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

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

Non-monetary items measured at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Exchange differences arising from the retranslation of non-monetary items are included in profit or loss for the period except for exchange differences arising from the retranslation of non-monetary items in respect of which gains and losses are recognized directly in other comprehensive income, in which 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 Corporation and the Group entities (including subsidiaries, associates, joint ventures and branches in other countries that use currency different from the currency of the Corporation) are translated into the presentation currency - the New Taiwan dollar 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).

On the disposal of a foreign operation (i.e. a disposal of the Corporation’s entire interest in a foreign operation, or a disposal involving loss of control over a subsidiary that includes a foreign operation), all of the exchange differences accumulated in equity in respect of that operation attributable to the owners of the Corporation are reclassified to profit or loss.

In relation to a partial disposal of a subsidiary that does not result in the Corporation losing control over the subsidiary, the proportionate share of accumulated exchange differences is re-attributed to noncontrolling interests of the subsidiary and is not recognized in profit or loss. For all other partial disposals, the proportionate share of the accumulated exchange differences recognized in other comprehensive income is reclassified to profit or loss.

g. Inventories

Inventories consist of raw materials, supplies, semifinished goods, finished goods, work-in-process and inventory in transit, which 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 standard cost and adjusted to approximate weighted-average cost on the balance sheet date.

  • 119 -

  • h. Investments in associates and joint ventures

An associate is an entity over which the Group has significant influence and that is neither a subsidiary nor an interest in a joint venture. A joint venture is a joint arrangement whereby the Group and other parties that have joint control of the arrangement have rights to the net assets of the arrangement.

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

Under the equity method, investments in an associate and a joint venture are initially recognized at cost and adjusted thereafter to recognize the Group’s share of the profit or loss and other comprehensive income of the associate and joint venture after the date of acquisition. Besides, the Group also recognizes the Group’s share of the changes in other equity of associates and joint venture.

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

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

When the Group’s share of losses of an associate and a joint venture equals or exceeds its interest in that associate and joint venture (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 Group’s net investment in the associate and joint venture), the Group discontinues recognizing its share of further losses. Additional losses and liabilities are recognized only to the extent that the Group has incurred legal obligations, or constructive obligations, or made payments on behalf of that associate and joint venture.

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

The Group discontinues the use of the equity method from the date on which its investment ceases to be an associate and a joint venture. Any retained investment is measured at fair value at that date and the fair value is regarded as its fair value on initial recognition as a financial asset. The difference between the previous carrying amount of the associate and the joint venture attributable to the retained interest and its fair value is included in the determination of the gain or loss on disposal of the associate and the joint venture. The Group accounts for all amounts previously recognized in other comprehensive income in relation to that associate and the joint venture on the same basis as would be required if that associate had directly disposed of the related assets or liabilities. If an investment in an associate becomes an investment in a joint venture or an investment in a joint venture becomes an investment in an associate, the Group continues to apply the equity method and does not remeasure the retained interest.

  • 120 -

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

  • i. Property, plant and equipment

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

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

Depreciation on property, plant and equipment is recognized using the straight-line method. Each significant part is depreciated separately. 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.

  • j. Goodwill

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

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

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

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

  • 121 -

k. Intangible assets

  • 1) Intangible assets acquired separately

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

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

At the end of each reporting period, the Group reviews the carrying amounts of its tangible and intangible assets, other than 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 CGUs to which the asset belongs. Corporate assets are allocated to the smallest group of CGUs 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.

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

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

  • m. Financial instruments

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

  • 122 -

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 either held for trading or it is designated as at fair value through profit or loss.

A financial asset may be designated as at fair value through profit or loss upon initial recognition if:

  • i) Such designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise; or

  • ii) The financial asset forms part of a group of financial assets or financial liabilities or both, which is managed and has performance evaluated on a fair value basis in accordance with the Corporation’s documented risk management or investment strategy, and information about the grouping is provided internally on that basis; or

  • iii) The contract contains one or more embedded derivatives so that the entire hybrid (combined) contract can be designated as at fair value through profit or loss.

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

  • ii. Available-for-sale financial assets (AFS financial assets)

Available-for-sale financial assets are non-derivatives that are either designated as availablefor-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.

  • 123 -

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

Cash equivalent includes time deposits with original maturities within 3 months from the date of acquisition, which are highly liquid, readily convertible to a known amount of cash and are 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, as a result of one or more events that occurred after the initial recognition of the financial asset, that the estimated future cash flows of the investment have been affected.

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

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

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

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

  • 124 -

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

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

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

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

c) Derecognition of financial assets

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

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

  • 2) Equity instruments

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

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

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

  • 125 -

3) Financial liabilities

  • a) Subsequent measurement

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

Financial liabilities at fair value through profit or loss

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

Financial liabilities held for trading are stated at fair value, with any gain or loss arising on remeasurement recognized in profit or loss. Fair value is determined in the manner described in Note 30.

A financial liability may be designated as at fair value through profit or loss upon initial recognition when doing so results in more relevant information and if:

  • i. Such designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise; or

  • ii. The financial liability forms part of a group of financial assets or financial liabilities or both, which is managed and has performance evaluated on a fair value basis, in accordance with the Group’s documented risk management or investment strategy, and information about the grouping is provided internally on that basis; or

  • iii. The contract contains one or more embedded derivatives so that the entire combined contract (asset or liability) can be designated as at fair value through profit or loss.

For a financial liability designated as at fair value through profit or loss, the amount of changes in fair value attributable to changes in the credit risk of the liability is presented in other comprehensive income and will not be subsequently reclassified to profit or loss. The remaining amount of changes in the fair value of that liability which incorporates any interest or dividend paid on the financial liability is presented in profit or loss. The gain or loss accumulated in other comprehensive income will be transferred to retained earnings when the financial liabilities are derecognized. If this accounting treatment related to credit risk would create or enlarge an accounting mismatch, all changes in fair value of the liability are presented in profit or loss. Fair value is determined in the manner described in Note 30.

  • b) Derecognition of financial liabilities

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

4) Convertible bonds

The component parts of compound instruments (convertible bonds) issued by the Group are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

On initial recognition, the fair value of the liability component is estimated using the prevailing market interest rate for similar non-convertible instruments. This amount is recorded as a liability on an amortized cost basis using the effective interest method until extinguished upon conversion or the instrument’s maturity date. Any embedded derivative liability is measured at fair value.

  • 126 -

The conversion option classified as equity is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognized and included in equity, net of income tax effects, and is not subsequently remeasured. In addition, the conversion option classified as equity will remain in equity until the conversion option is exercised, in which case, the balance recognized in equity will be transferred to capital surplus - share premium. When the conversion option remains unexercised at maturity, the balance recognized in equity will be transferred to capital surplus - share premium.

Transaction costs that relate to the issue of the convertible notes are allocated to the liability and equity components in proportion to the allocation of the gross proceeds. Transaction costs relating to the equity component are recognized directly in equity. Transaction costs relating to the liability component are included in the carrying amount of the liability component.

n. Revenue recognition

Revenue is measured at the fair value of the consideration received or receivable and reduced for estimated customer returns, rebates and similar allowances.

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) Dividend and interest income

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

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

  • 127 -

o. Construction contracts

When the outcome of a construction contract can be estimated reliably, revenue and costs are recognized by reference to the stage of completion of the contract activity at the end of the reporting period. The stage of completion of contract activity is expressed as the percentage of contract costs incurred for work performed as of the balance sheet date relative to the estimated total contract costs, except where this percentage would not be representative of the stage of completion. Variations in contract work, claims and incentive payments are included to the extent that the amount can be determined reliably and its receipt is considered probable.

When it is probable that total contract costs will exceed total contract revenue, the expected loss is recognized as an expense immediately.

When contract costs incurred to date plus recognized profits less recognized losses exceed progress billings, the surplus is presented as construction contracts receivable. For contracts where progress billings exceed contract costs incurred to date plus recognized profits less recognized losses, the surplus is presented as construction contracts payable. Amounts received before the related work is performed are recognized as advances received in the consolidated balance sheet. Amounts billed for work performed but not yet paid by the customer are recognized as accounts receivable in the consolidated balance sheet.

p. Borrowing costs

Borrowing costs directly attributable to an acquisition, construction or production of qualifying assets are added to the cost of those assets, until such time that the assets are substantially ready for their intended use or sale.

Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalization.

Other than stated above, all other borrowing costs are recognized in profit or loss in the period in which they are incurred.

  • q. Government grants

Government grants are not recognized until there is reasonable assurance that the Group will comply with the conditions attached to them and that the grants will be received.

Government grants are recognized in profit or loss on a systematic basis over the periods in which the Group recognizes as expenses the related costs for which the grants are intended to compensate. Specifically, government grants whose primary condition is that the Group should purchase, construct or otherwise acquire non-current assets are recognized as deferred revenue in the consolidated statement of financial position and transferred to profit or loss on a systematic and rational basis over the useful lives of the related assets.

Government grants that are used to compensate for expenses or losses already incurred or for the purpose of giving immediate financial support to the Group with no future related costs are recognized in profit or loss in the period in which they become receivable.

  • r. 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.

  • 128 -

2) Retirement benefits

Payments to defined contribution retirement benefit plans are recognized as an expense when employees have rendered services 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 cost (including current service cost as well as past service cost, and net interest on the net defined benefit liability (asset) are recognized as employee benefits expense in the period they occur, or when the plan amendment or curtailment occurs/when the settlement occurs. Remeasurement, comprising actuarial gains and losses and the return on plan assets (excluding interest), is recognized in other comprehensive income in the period in which they occur. Remeasurement recognized in other comprehensive income is reflected immediately in retained earnings and will not be reclassified to profit or loss.

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

s. Options Share-based payment arrangements

Equity-settled share-based payments arrangements and restricted shares for employees granted to employees and others providing similar services are measured at the fair value of the equity instruments at the grant date.

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

When restricted shares for employees are issued, other equity - unearned employee benefits is recognized on the grant date, with a corresponding increase in capital surplus - restricted shares for employees. If restricted shares for employees are granted for consideration, and should be returned once the employee resigns, they are recognized as payables. Dividends paid to employees, on the restricted shares that do not need to be returned if employees resign in the vesting period, are recognized as expenses when the dividends are declared with a corresponding adjustment in retained earnings and capital surplus - restricted shares for employees.

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

t. 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 in the current year’s tax provision.

  • 129 -

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.

Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are generally recognized for deductible temporary differences, unused loss carry forward and unused tax credits for purchases of machinery, equipment 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, associates and joint ventures, 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 recognized only 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 assets are also reviewed at the end of each reporting period and recognized to the extent that it has become probable that sufficient taxable profits will be available to allow all or part of the 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 the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

  • 3) Current and deferred taxes for the year

Current and deferred taxes are recognized in profit or loss, except when they relate to items that are recognized in other comprehensive income or directly in equity, in which case, the current and deferred taxes are also recognized in other comprehensive income or directly in equity, respectively. Where current tax or deferred tax arises from a business combination, the tax effect is included in the accounting for business combination.

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.

  • 130 -

a. Impairment of tangible and intangible assets other than goodwill

In the valuation of assets for impairment on assets, the Group uses subjective judgment to determine the individual cash flows, useful lives and future revenues and expenses of specific asset groups based on the assets’ useful model and industrial characteristics. Any changes in estimation due to economic circumstances and the Group’s strategies could result in significant impairment of tangible and intangible assets.

b. Valuation of inventories

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 was 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 AND CASH EQUIVALENTS
Cash on hand

Checking accounts and demand deposits

Cash equivalents
Time deposits with maturities less than 3 months from date
of investments
Repurchase agreements collateralized by bonds

**December 31 **



2016
$ 6,098

2,768,658

245,315
129,899

$ 3,149,970
2015
$ 4,547
2,206,259
278,483
-
$ 2,489,289

Cash equivalents include time deposits with maturities less than three months from the date of acquisition are readily convertible to a known amount of cash, and are subject to an insignificant risk of change in value; these were held for the purpose of meeting short-term cash commitments.

As of December 31, 2016 and 2015, time deposits with maturities more than 3 months from date of investments were $378,515 thousand and $559,958 thousand, respectively, which is classified to investment in bonds with no active market (see Notes 10 and 32).

7. FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS

Financial assets at FVTPL-current
Nonderivative financial assets
Domestic listed stocks
Open-beneficial certificates
Investment in debt instrument
Derivative instruments
Call and put option of convertible bonds payable (Note 20)
Financial assets at fair value through profit or loss
**December ** 31
2015
$ 7,921
951
8,872
-
$ 8,872
(Continued)

2016
$ 7,453

983
8,436
725
$ 9,161
  • 131 -
Financial liabilities at FVTPL-current
Derivative instruments
Call and put option of convertible bonds payable (Note 20)
AVAILABLE-FOR-SALE FINANCIAL ASSETS
Domestic investments
Listed stocks

Open-end beneficial certificates


Current

Non-current

December
2016
$ -
December





2016
$ 314,233

2,291,504

$ 2,605,737

$ 2,291,504

314,233

$ 2,605,737

8. AVAILABLE-FOR-SALE FINANCIAL ASSETS

9. FINANCIAL ASSETS CARRIED AT COST - NON-CURRENT

Domestic unlisted common stocks

Foreign unlisted common stocks
Foreign open-end beneficial certificates


Classification by measurement of financial instruments
Available-for-sale financial assets
December 31 December 31



2016
$ 162,131

26,366
10,152

$ 198,649

$ 198,649
2015
$ 171,718
26,530
10,152
$ 208,400
$ 208,400

The above unlisted stock investments were measured at cost less impairment at the balance sheet date. The Group thought the fair value of these investments could not be estimated reliably because the range of reasonable fair value estimates is significant and the probabilities of various estimates cannot be reasonably assessed.

For the year ended December 31, 2015, the Group recognized impairment losses of $2,411 thousand on Qualitysource S.A.S. These impairment losses were recognized to reflect an other-than-temporary decline in value of these investments.

For the year ended December 31, 2015, the Group recognized impairment losses of $12,263 thousand on Lasfocus Corporation. These impairment losses were recognized to reflect an other-than-temporary decline in value of these investments.

  • 132 -

In 2015, the Corporation acquired control over EVT Technology Co., Ltd.; EVT Technology Co., Ltd. was included in the consolidated financial statements since the day the Corporation acquired control over it.

The Group sold part of foreign unlisted common stocks and all preferred stock of financial assets carried at cost in 2016.

The Group did not sell financial assets carried at cost in 2015.

10. DEBT INVESTMENTS WITH NO ACTIVE MARKET

Time deposits with maturities more than 3 months from date of
investments
December 31 December 31
2016
$ 378,515
2015
$ 559,958

As of December 31, 2016 and 2015, the amounts of the Group’s investment in bonds with no quoted price in active market which had been mortgaged or pledged as collaterals were $1,000 thousand and $14,985 thousand, respectively (refer to Note 32).

11. ACCOUNTS RECEIVABLE, NET

Accounts receivable

Less: Allowance for doubtful accounts


Accounts receivable - related parties

December 31 December 31




2016
$ 3,159,134

(170,361)

2,988,773

7,890

$ 2,996,663
2015
$ 2,608,385
(185,677)
2,422,708
11,650
$ 2,434,358

The average credit period for sales of goods is 60 to 90 days after the goods were approved, and no interest was charged on accounts receivable. In determining the recoverability of a receivable, the Group considered any change in the credit quality of the accounts receivable since the date when credit was initially granted to the end of the reporting period. Allowances for doubtful accounts are based on estimated irrecoverable amounts determined by referring to the counterparty’s past default and an analysis of the counterparty’s current financial position.

The Group did not recognize an allowance account against accounts receivable which were past due at the end of the reporting period because there was not a significant change in credit quality and the amounts were still considered recoverable. In addition, the Group did not hold any collateral or other credit enhancements for those accounts receivable.

The aging of receivables was as follows:

Less than 60 days

61-180 days
Over 180 days

December 31 December 31


2016
$ 2,536,446

396,642
226,046

$ 3,159,134
2015
$ 2,126,796
125,032
356,557
$ 2,608,385
  • 133 -

The above aging analysis was based on the past due days from end of credit period.

Before accepting any new customer, the Group uses an external credit scoring system to assess the potential customer’s credit quality and defines credit limits by customer. Customers’ limits and scores are reviewed periodically every year. Most of the accounts receivable that are neither past due nor impaired have the best credit score under the external credit scoring system used by the Group.

Age of receivables that were past due but not impaired was as follows:

Less than 60 days

61-180 days

Over 180 days

December 31 December 31



2016
$ 381,176

385,443

131,886

$ 898,505
2015
$ 313,015
114,727
207,023
$ 634,765

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

The movements of the allowance for doubtful accounts receivable were as follows:

Individual
Assessment of
Impairment
Loss
Collective
Assessment of
Impairment
Loss
Balance at January 1, 2015
$ 30,924
$ 69,240

Add: Bad debts expense recognized
(reversed) on receivable
96,841
(10,290)
Deduct: Amounts written off as
uncollectible
(1,956)
(200)
Reclassification of impairment loss from
collective assessment to individual
assessment
25,931
(25,931)
Foreign exchange translation losses

532

586

Balance at December 31, 2015
$ 152,272
$ 33,405

Balance at January 1, 2016
$ 152,272
$ 33,405

Add: Bad debts expense recognized
(reversed) on receivable
(18,529)
13,854
Add: Addition through business
combinations (Note 28)
-
1
Deduct: Amounts written off as
uncollectible
(3,057)
(2,261)
Reclassification of impairment loss from
collective assessment to individual
assessment
9,804
(9,804)
Foreign exchange translation losses

(4,794)

(530)

Balance at December 31, 2016
$ 135,696
$ 34,665
Total
$ 100,164
86,551
(2,156)
-
1,118
$ 185,677
$ 185,677
(4,675)
1
(5,318)
-
(5,324)
$ 170,361

The impairment recognized represent the difference between the carrying amount of these trade receivables and the present value of the expected proceeds to be received from liquidation. The allowance for impairment loss included allowance for individually assessed impairment of trade receivables in the amounts of $135,696 thousand and $152,272 thousand as of December 31, 2016 and 2015, respectively. The Group did not hold any collateral over these balances.

  • 134 -

12. CONSTRUCTION CONTRACTS RECEIVABLE (PAYABLE)

Construction contracts receivable
Accumulated contract costs incurred to date plus recognized
profits (less recognized losses)

Less: Accumulated progress billings

Due from customers for contract work

Construction contracts payable
Accumulated progress billings

Less: Accumulated contract costs incurred to date plus
recognized profits less recognized losses

Due to customers for contract work

Receipts in advance
**December 31 ** **December 31 **






2016
$ 217,326

(2,510)

$ 214,816

$ 346,218

(116,360)

$ 229,858

$ -
2015
$ 178,277
(2,414)
$ 175,863
$ 383,303
(128,085)
$ 255,218
$ -

The Group recognized contract revenue of $382,288 thousand and $1,260,831 thousand for the years ended December 31, 2016 and 2015, respectively.

13. INVENTORIES

Finished goods

Semifinished products
Work in process
Raw materials
Inventory in transit

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


2016
$ 494,715

342,056
472,453
597,017
255

$ 1,906,496
2015
$ 389,914
300,641
369,696
575,696
-
$ 1,635,947

The cost of inventories recognized as cost of goods sold for the years ended December 31, 2016 and 2015 was $6,196,250 thousand and $5,470,761 thousand, respectively.

The costs of inventories recognized as cost of goods sold for the years ended December 31, 2016 and 2015 included $16,619 thousand and $39,379 thousand write-downs of inventories, respectively.

  • 135 -

14. SUBSIDIARIES

The following direct and indirect subsidiaries of the Corporation were all included in the consolidated financial statements:

Investor
Investee
Business
The Corporation
Neworld Electronics Ltd.
Sale and maintenance of electronic test
instruments, etc.
Chroma Investment Co., Ltd.
Investment.
Sensational Holding Ltd.
Investment.
Chroma Ate Europe B.V.
Sale and maintenance of electronic test
instruments, etc.
Chroma Ate Inc. (“Chroma USA”)
Sale and maintenance of electronic test
instruments, etc.
Chen Hwa Technology Inc.
Test of inductance, capacitance and resistance
equipment and sale of parts.
CHI Incorporation Ltd.
Test of inductance, capacitance and resistance
equipment and sale of parts.
Chroma New Material Corporation
Processing and sale of gold wire.
San Eagle Development Corp.
Investment.
Wei Kuang Automatic Equipment Co., Ltd.
Design, manufacturing, installment and testing
of automated factory conveyor systems.
Testar Electronic Corporation
Testing of LED products.
Deep Red Holding Co., Ltd.
Investment.
Chroma Japan Corp.
Sale and maintenance of electronic test
instruments, etc.
Chroma Systems Solutions Inc.
Sale and maintenance of electronic test
instruments, etc.
Adivic Technology Co.
Sale and research of RF device.
EVT Technology Co., Ltd.
Manufacturing of motorcycles and its parts.
Quantel Private Ltd.
Sale and maintenance of test instruments, etc.
Neworld Electronics Ltd.
Chroma Electronics (Shenzhen) Co., Ltd.
Sale of computerized automatic test systems,
peripherals and electronic test instruments.
Chroma Electronics (Shanghai) Co., Ltd.
Sale of computerized automatic test systems,
peripherals and electronic test instruments.
Chroma Ate Inc. (Chroma
USA)
Chroma Systems Solutions Inc.
Sale and maintenance of electronic test
instruments, etc.
Chen Hwa Technology Inc.
Chroma (Shanghai) Trading Co., Ltd.
International and transit trading, simple
commercial processing, commercial
consulting services, etc.
CHI Incorporation Ltd.
Chroma Ate (Suzhou) Co., Ltd.
Sale of computerized automatic test systems,
peripherals and electronic test instruments.
San Eagle Development
Corp.
Wei Kuang Mech Eng Inc.
Investment.
Wei Kuang Mech Eng Inc.
Mou Kuan Technologies (Nanjin) Co., Ltd.
Assembly, sale and maintenance of factory
conveyors and related systems and rendering
after-sales services.
Wei Kuang Automatic Equipment (Nanjin)
Co., Ltd.
Sale and maintenance of electronic equipment
and factory conveyor systems.
Wei Kuang Automatic Equipment (Xiamen)
Co., Ltd.
Sale and maintenance of electronic equipment
and factory conveyor systems.
Deep Red Holding Co., Ltd. Saject System Technology (Suzhou) Co., Ltd. Research, development and design of
computer network security systems and
information management.
EVT Technology Co., Ltd.
Wei Da Electric Vehicle Co., Ltd.
Sale and lease of motorcycles.
Adivic Technology Co.
Advic Holding Corporation
Sale and research of RF device.
Percentage of Ownership
as of December 31
2016
2015
Explanation
100.0
100.0
100.0
100.0
Chroma Investment Co., Ltd.
had 1,916 thousand shares of
the Corporation’s common
stock as of December 31,
2016, which accounted for
0.5% of the Corporation’s
outstanding shares
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
67.2
67.2
100.0
100.0
100.0
100.0
25.0
25.0
Note 1
51.0
51.0
Note 2
53.2
53.2
Note 3
60.0
-
Note 4
100.0
100.0
100.0
100.0
50.0
50.0
Note 1
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
75.0
75.0
Note 3
100.0
100.0
Note 5
  • Note 1: The Corporation and the Corporation’s subsidiary, Chroma USA, held 75% equity interest in Chroma Systems Solutions Inc.

  • Note 2: In April 2015 and May 2016, Advic Technology increased its capital by $60,000 thousand and $60,000 thousand, respectively, to strengthen its financial structure. The Corporation’s board of director resolved to participate proportionately in the capital increase. The Corporation’s equity interest in Advic was still 51%.

  • Note 3: In May 2015, EVT Technology Co., Ltd. (“EVT”), the Corporation’s investee (originally recognized as financial assets carried at cost), increased its capital by $30,000 thousand to strengthen its financial structure. The Corporation’s Board of Directors resolved to participate in the capital increase of EVT by buying $23,000 but at a higher percentage than its previous equity interest; thus, the Corporation equity interest rose to 53.2% and acquired control over EVT.

  • 136 -

  • Note 4: To expand its market scale and lay out sales network in Southeast Asia, the Corporation’s board of directors resolved to acquire 60% equity interest of Quantel Private Ltd. amounting to SGD3,240 thousand. Quantel Private Ltd. is mainly engaged in the sales of electronic test instruments, etc. In April 2016, Quantel Private Ltd. increased its capital by SGD2,500 thousand to strengthen its financial structure. The Corporation’s board of directors resolved to participate proportionally in the capital increase. The Corporation’s equity interest in Quantel Private Ltd. remained the same.

  • Note 5: In June 2015, Adivic Technology Co. (“Adivic”), the Corporation’s subsidiary set up Advic Holding Corporation to develop radio frequency identification (RFID) technology in USA.

15. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD

Investments in associates

Investments in joint ventures

December 31 December 31


2016
$ 623,904

17,593

$ 641,497
2015
$ 535,634
17,505
$ 553,139

a. Investments in associates

Associates that are not
individually material
Adlink Technology Inc.

Dynascan Technology Corp.

December 31 December 31 December 31
2016
Amount
Percentage
of Equity
Interest (%)
$ 535,490
11.3

88,414
27.3

$ 623,904
2015





Amount
Percentage
of Equity
Interest (%)
$ 457,674
11.6
77,960
27.3
$ 535,634

Aggregate information of associates that are not individually material:

The Corporation’s share of:
Income from continuing operations
Other comprehensive income
Total comprehensive income for the year
For the Years
December
Ended
31
2016
$ 61,891
(25,820)
$ 36,071
2015
$ 76,072
9,015
$ 85,087

Refer to Table 7 “Information on Investees” for the nature of activities, principal place of business and country of incorporation of the associates.

The Group is able to exercise significant influence over Adlink Technology Inc. although the percentage of shares held is less than 20%. Therefore, the Group recognizes the gain and loss under the equity method.

  • 137 -

Fair values (Level 1) of investments in associates with available published price quotation are summarized as follows:

Name of Associate
Adlink Technology Inc.
**December 31 ** **December 31 **
2016
$ 1,497,088
2015
$ 1,763,821

The investments in associates 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 was based on the associates’ financial statements audited by the auditors for the same years.

  • b. Investment in joint venture
Joint venture that are not
individually material
Chih Ho Shun Development
Co., Ltd.
**December 31 ** **December 31 ** **December 31 **
2016
Amount
Percentage
of Equity
Interest (%)
$ 17,593
35.0
2015

Amount
Percentage
of Equity
Interest (%)
$ 17,505
35.0

Aggregate information of joint ventures that are not individually material:

The Corporation’s share of:
Income from continuing operations
Other comprehensive income
Total comprehensive income for the year
For the Years
**December **
Ended
**31 **

2016
$ 88

-
$ 88
2015
$ 94
-
$ 94

Refer to Table 7 “Information on Investees” for the nature of activities, principal place of business and country of incorporation of the associates.

For the investment and development plan, “The Action Plan for Developing Land Surrounding the MRT Airport Station to Improve Civilians’ Life,” the Board of Directors decided to invest jointly with Dynapack International Corporation and Heran Tech. Co., Ltd. to set up Chih Ho Shun Development Co., Ltd. (“Chih Ho Shun”). The Corporation invested $17,500 thousand for a 35% entity interest in Chih Ho Shun but did not have control over this investee.

The investments in joint ventures 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 was based on the joint ventures’ financial statements audited by auditors for the same years.

  • 138 -

16. PROPERTY, PLANT AND EQUIPMENT


Cost
Balance, January 1, 2015

Addition
Disposals
Acquisition through business
combinations (refer to Note 28)
Transferred from inventories
Reclassification
Net effect of exchange differences

Balance, December 31, 2015

Accumulated depreciation and
impairment


Balance, January 1, 2015

Depreciation

Disposals

Acquisition through business
combinations (refer to Note 28)

Reclassification

Net effect of exchange differences


Balance, December 31, 2015


Net amounts on December 31, 2015

Cost
Balance, January 1, 2016

Addition
Disposals
Acquisition through business
combinations (refer to Note 28)
Transferred from inventories
Reclassification
Net effect of exchange differences


Balance, December 31, 2016


Accumulated depreciation and
impairment


Balance, January 1, 2016

Depreciation

Disposals

Acquisition through business
combinations (refer to Note 28)

Reclassification

Net effect of exchange differences


Balance, December 31, 2016


Net amounts on December 31, 2016
Land
$ 508,932

14,787
-
-
-
-

2,787

$ 526,506

$ -

-
-
-
-

-

$ -

$ 526,506

$ 526,506

-
-
-
-
-

(891)

$ 525,615

$ -

-
-
-
-

-

$ -

$ 525,615
Buildings
$ 2,318,626

142,853
(307)
126
-
-

5,775

$ 2,467,073

$ (791,499)
(96,262)
304
(37)
-

(2,388)

$ (889,882)

$ 1,577,191

$ 2,467,073

60,023
(6,387)
40,960
-
-

(27,405)

$ 2,534,264

$ (889,882)
(96,891)
3,455
(3,923)
-

3,498

$ (983,743)

$ 1,550,521
Machinery
Miscellaneous
Equipment
$ 987,837
$ 1,253,410

38,641
84,799

(13,924)
(44,656)
13,024
20,948
47,535
62,524
(5,222)
5,222

1,690

(39,475)

$ 1,069,581
$ 1,342,772

$ (668,423) $ (895,921)

(122,024)
(111,296)
13,485
33,810

(9,222)
(16,708)
2,063
(2,063)

123

27,734

$ (783,998)
$ (964,444)

$ 285,583
$ 378,328

$ 1,069,581
$ 1,342,772

14,486
112,000

(167,185)
(64,985)
2,777
18,129
20,483
100,964
(6,723)
6,723

(2,756)

(30,199)

$ 930,663
$ 1,485,404

$ (783,998) $ (964,444)

(120,458)
(119,165)
156,935
49,987

(2,777)
(15,037)
4,632
(4,632)

2,083

18,798

$ (743,583)
$ (1,034,493)

$ 187,080
$ 450,911
Total
$ 5,068,805
281,080

(58,887)
34,098
110,059
-

(29,223)
$ 5,405,932
$ (2,355,843)

(329,582)
47,599

(25,967)

-

25,469
$ (2,638,324)
$ 2,767,608
$ 5,405,932
186,509

(238,557)
61,866
121,447
-

(61,251)
$ 5,475,946
$ (2,638,324)

(336,514)
210,377

(21,737)

-

24,379
$ (2,761,819)
$ 2,714,127
  • 139 -

The following useful lives are used in the calculation of depreciation:

Building Primary buildings 55 years Mechanical and electrical equipment 10 years Duty-free rooms equipment 10 years Others 6-50 years Machinery 2-12 years Miscellaneous equipment 3-15 years

Refer to Note 32 for property, plant and equipment have been pledged to secure borrowings of the Group.

17. GOODWILL

Cost
Balance, beginning of the year

Acquisition through business combination (refer to Note 28)
Net effect of exchange differences

Balance, end of the year
For the Years Ended
**December 31 **
For the Years Ended
**December 31 **


2016
$ 196,052

25,219
(1,035)

$ 220,236
2015
$ 193,939
-
2,113
$ 196,052

For assessing goodwill for impairment at the end of reporting period, the Group took value in use as basis for calculating the recoverable amount of goodwill. The Group used the cash flows of a five-year financial forecast as the basis for calculating value in use to reflect the specific risk of cash-generating units. After this evaluation, the Group did not recognize any impairment loss on goodwill for the years ended December 31, 2016 and 2015.

18. OTHER INTANGIBLE ASSETS

Core
Technology
Customer
Relationships
Cost
Balance, January 1 and December 31, 2015
$ 317,931
$ -


Accumulated amortization and impairment
losses
Balance, January 1, 2015
$(311,398) $ -

Amortization

(2,009)

-

Balance, December 31, 2015
$(313,407)
$ -

Net amounts on December 31, 2015
$ 4,524
$ -
Total
$ 317,931
$(311,398)
(2,009)
$(313,407)
$ 4,524

(Continued)

  • 140 -
Core
Technology
Customer
Relationships
Cost
Balance, January 1 2016
$ 317,931
$ -

Acquisition through business combination

-

5,592

Balance, December 31, 2016
$ 317,931
$ 5,592


Accumulated amortization and impairment
losses
Balance, January 1, 2016
$(313,407) $ -

Amortization

(2,010)

(839)

Balance, December 31, 2016
$(315,417)
$ (839)

Net amounts on December 31, 2016
$ 2,514
$ 4,753
Total
$ 317,931
5,592
$ 323,523
$(313,407)
(2,849)
$(316,256)
$ 7,267
(Concluded)

Other intangible assets are depreciated on a straight-line basis over the estimated useful lives as follows: Core technology 5 years Customer relationships 5 years

19. BORROWINGS

Short-term Borrowings

Secured borrowings
Bank loans (a)

Unsecured borrowings
Bank loans (b)

December 31 December 31


2016
$ 25,000

171,705

$ 196,705
2015
$ 5,600
295,703
$ 301,303
  • a. Secured by Testar Electronic Corporation’s Machinery (refer to Note 32). As of December 31, 2016 and 2015, the interest rate on the bank loans was 1.32% and 1.32%-1.35% per annum, respectively.

  • b. As of December 31, 2016 and 2015, the interest rate on the bank loans was 1.23%-3.50% and 1.01%3.25% per annum, respectively.

  • 141 -

Long-term Borrowings

Secured borrowings
Bank loans (a)

Bank loans (b)
Bank loans (c)
Bank loans (d)

Unsecured borrowings
Syndicated bank loans (e)

Bank loans (f)


Less: Discount on bonds payable

Long-term borrowings
**December 31 ** **December 31 **






2016
$ 103,894

49,093
11,261
11,810

176,058
2,000,000

7,344

2,183,402

(815,317)

$ 1,368,085
2015
$ 108,886
52,964
12,481
-
174,331
1,230,000
9,792
1,414,123
(30,083)
$ 1,384,040
  • a. Secured by Chroma Systems Solutions Inc.’s land and buildings (refer to Note 32). The bank loan is due on November 16, 2019 and repayable in equal monthly installments with additional interest. As of December 31, 2016 and 2015, the effective interest rate on the bank loans was 4.00% per annum.

  • b. Secured by Chroma USA’s buildings in California (refer to Note 32). The bank loan is due on June 8, 2023 and repayable in equal monthly installments with additional interest. As of December 31, 2016 and 2015, the effective interest rate on the bank loans was 0.90%-4.00% and 0.90%-4.25% per annum.

  • c. Secured by Chroma Japan’s properties (refer to Note 32). The Bank loan is due on April 30, 2025 and repayable in equal monthly installments with additional interest. As of December 31, 2016 and 2015, the effective interest rate on the Bank loans was 2.25% per annum.

  • d. Secured by Quantel Private Ltd.’s debt investments with no active market and properties (refer to Note 32). The bank loan is due on May 1, 2021, and repayable in equal monthly installments with additional interest. As of December 31, 2016, the effective interest rate on the bank loans was 2.87%-11% per annum.

  • e. On August 30, 2012, the Corporation applied to E.SUN and other banks for syndicated bank loans with $2,000,000 thousand credit line to pay each installment of “The Action Plan for Developing Land Surrounding the MRT Airport Station to Improve Civilians Life” (refer to Note 33). The Corporation borrowed $700,000 thousand in September 2013 to pay the second installment, $530,000 thousand in November 2015 to pay the first part of the third installment and $770,000 thousand in July 2016 to pay the remaining part of the third installment. The syndicated bank loan is due on September 3, 2018 and repayable from March 2017 to March 2018 in three equal semiannual installments ($400,000 thousand per one installment), the remaining $800,000 thousand will be paid on September 3, 2018 (which is the due date), and the interest is payable monthly. As of December 31, 2016 and 2015, the interest rate per annum was 1.58% and 1.60% (floating interest rate), respectively.

  • f. EVT Technology Co., Ltd applied for the bank loan due to on December 16, 2019. As of December 31, 2016 and 2015, the interest rate on the bank loan was 1.72% and 1.43% per annum, respectively.

  • 142 -

20. BONDS PAYABLE

Unsecured domestic convertible bonds

Less: Current portion

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


2016
$ 1,450,500

53,360

$ 1,397,140
2015
$ 1,854,100
96,007
$ 1,758,093

On May 23, 2014, the Corporation issued its second domestic unsecured 0% convertible bonds with aggregate par value of $2,000,000 thousand and face value of $100 thousand. These bonds were listed on the GreTai Securities Market at the same date. Except for the period when books are closed for share transactions, bondholders are entitled to convert bonds into the Chroma Ate. Inc.’s common stock at $74.2 (conversion price) per share since June 24, 2014 to May 13, 2019. Due to the appropriation of earnings approved at the annual shareholders meeting for 2016 and 2015, the shareholders approved to distribute dividend of NT$2.4 and NT$2.6 per share, respectively; thus, the conversion price was adjusted to NT$67.2 and NT$69.3 per share, respectively.

If the closing price of the Corporation’s common share exceeds 30% of the conversion price of the bonds payable for 30 consecutive days or the aggregate outstanding amounts of bonds payable is less than 10% of the amounts of original issuance, the Corporation has the right to redeem all of the outstanding bonds payable at face value during the period beginning one month after the issuance date (June 24, 2014) to 40 days before the maturity date (April 13, 2019).

At end of the third year from the bond issuance date, bondholders have the right to request the Group to redeem the convertible bonds at face value.

The convertible bonds contain both liability and equity components. The equity component presented in equity under the heading of “capital surplus - option” was $141,487 thousand. The liability components were recognized into embedded-derivative and nonderivative liability of $4,989 thousand and $1,849,108 thousand, respectively. The estimation of fair value of derivative instruments as of December 31, 2016 resulted in loss of $2,884 thousand.

Proceeds of the issue (less transaction costs $5,320 thousand)

Equity component
Deferred tax assets
Derivative financial liability component

Liability component at the date of issue

Interest charged at an effective interest rate of 1.57%
Current portion of long-term borrowings and bonds payable

Liability component as of December 31, 2016
$ 1,994,680
(141,487)
904
(4,989)
1,849,108
70,393
(522,361)
$ 1,397,140
  • 143 -

21. OTHER PAYABLES - CURRENT

Other payables
Payable on construction and equipment

Salaries payable and bonus payable (including employee
compensations payable and remuneration to directors and
supervisors)

Other payables and accrued expense

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



2016
$ 3,281

689,305

155,646

$ 848,232
2015
$ 18,771
532,015
114,854
$ 665,640

22. RETIREMENT BENEFIT PLANS

Defined Contribution Plans

The Corporation and its ROC subsidiaries 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.

Employees of the Group’s subsidiaries in the USA, Europe, Singapore and Japan are under the retirement benefit plans operated by their respective local governments. Subsidiaries have to contribute amounts at certain percentages of salaries to retirement benefit plans to provide capital for the plans. The only obligation of the Group with respect to the retirement benefit plan is to make the specified contributions.

Subsidiaries in the People’s Republic of China take part in the defined contribution pension plans established by the local governments, to which the subsidiaries make monthly contributions.

The Group recognized pension costs of $70,037 thousand and $65,349 thousand for the years ended December 31, 2016 and 2015, respectively.

Defined Benefit Plans

The Corporation and its subsidiaries, Chroma New Material Corp. and Adivic Technology Co., have defined benefit plans based on the Labor Standards Act (LSA) which is operated by government. Pension benefits are calculated on the basis of length of service and average monthly salaries of the six month before retirement. The Corporation and its ROC subsidiaries mentioned above contribute amount equal to 4% 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 year, the Corporation and its ROC subsidiaries assess 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 and its ROC subsidiaries are 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.

  • 144 -

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

Present value of defined benefit obligation

Fair value of plan assets

Deficit (surplus)

Others

Net defined benefit liability
December 31 December 31




2016
$ 443,230

(274,964)

168,266

-

$ 168,266
2015
$ 409,891
(260,200)
149,691
-
$ 149,691

Movements in net defined benefit liability were as follows:

Present Value
of the Defined Fair Value of Net Defined
Benefit the Plan Benefit
Obligation Assets Liability
Balance at January 1, 2015 $ 372,684
$(244,982)
$ 127,702
Service cost
Current service cost 4,217 - 4,217
Net interest expense (income)
6,923

(4,706)

2,217
Recognized in profit or loss
11,140

(4,706)

6,434
Remeasurement
Return on plan assets (excluding amounts
included in net interest) - (1,881) (1,881)
Actuarial loss - changes in demographic
assumptions 10,148 - 10,148
Actuarial loss - changes in financial
assumptions 12,969 - 12,969
Actuarial loss - experience adjustments
6,132

-

6,132
Recognized in other comprehensive income
29,249

(1,881)

27,368
Contributions from the employer -
(11,813)
(11,813)
Benefits paid
(3,182)

3,182

-
Balance at December 31, 2015 409,891
(260,200)
149,691
Service cost
Current service cost 4,359 - 4,359
Net interest expense (income)
6,667

(4,324)

2,343
Recognized in profit or loss
11,026

(4,324)

6,702
Remeasurement
Return on plan assets (excluding amounts
included in net interest) - 2,438 2,438
Actuarial loss - changes in demographic
assumptions 1,530 - 1,530
Actuarial loss - changes in financial
assumptions 14,121 - 14,121
Actuarial loss - experience adjustments
7,892

-

7,892
Recognized in other comprehensive income
23,543

2,438

25,981
Contributions from the employer -
(14,108)
(14,108)
Benefits paid
(1,230)

1,230

-
Balance at December 31, 2016 $ 443,230
$(274,964)
$ 168,266
  • 145 -

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

  • a. 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.

  • b. 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.

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

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

Discount rate(s)
Expected rate(s) of salary increase
**December 31 **
2016
2015
0.88%-1.50%
1.00%-1.75%
1.50%-2.50%
1.50%-2.50%

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

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



2016
$(14,234)

$ 14,898

$ 14,490

$(13,919)
2015
$(13,511)
$ 14,161
$ 13,805
$(13,243)

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
$ 15,211
$ 11,705
15.0 years
15.8 years
  • 146 -

23. EQUITY

Capital Stock

a. Common stock

Authorized shares (shares in thousands)

Authorized capital stock

Shares issued and fully received (in thousands)

Issued capital
December 31 December 31



2016
450,000

$ 4,500,000

389,887

$ 3,898,872
2015
450,000
$ 4,500,000
379,170
$ 3,791,699

A total of 30,000 thousand shares of the Corporation’s shares authorized were reserved for the employee share options.

b. Capital surplus

May be used to offset a deficit, distributed as cash
dividends, or
transferred to share capital (Note)
Additional paid-in capital

Treasury stock
From merger
Used to offset a deficit
Employee stock options expired
Share of changes of subsidiaries, associates or joint
ventures’ capital surplus
May not be used for any purpose
Convertible bonds payable options
Employee stock options
Employee restricted shares

December 31 December 31


2016
$ 1,209,905

165,059
146,976
5,239
52,703
102,614
90,459
187,204

$ 1,960,159
2015
$ 769,143
160,514
146,976
1,640
24,725
131,166
68,105
-
$ 1,302,269

Note: Such capital surplus may be used to offset a deficit; in addition, when the Group has no deficit, such capital surplus may be distributed as cash dividends or transferred to share capital (limited to a certain percentage of the Group’s capital surplus and once a year).

c. Retained earnings and dividend policy

In accordance with the amendments to the Company Act in May 2015, the recipients of dividends and bonuses are limited to shareholders and do not include employees. The shareholders held their regular meeting on June 7, 2016 and, in that meeting, had 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 distribution of employees’ compensation.

  • 147 -

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 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 distribution of dividends and bonus to shareholders. For the policies on distribution of employees’ compensation and remuneration to directors and supervisors before and after amendment, please refer to Note 24 employee benefits expense.

Taking into account future capital expenditure requirements and its cash position, the total of cash dividends paid in any given year may not be less than 20% of total dividends distributed in that year. The final amount, type and percentage of the cash dividends and stock dividends are subject to actual earnings and capital requirements of the Corporation in a particular year.

Legal reserve should be appropriated until the reserve equals the Corporation’s paid-in capital. The 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.

Under Rule No. 1010012865 and Rule No. 1010047490 issued by the FSC and the directive titled “Questions and Answers for Special Reserves Appropriated Following Adoption of IFRSs”, the Corporation should appropriate or reverse to a special reserve. Any special reserve appropriated may be reversed to the extent that the net debit balance reverses and thereafter distributed.

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

The appropriations of earnings for 2015 and 2014 have been approved in the annual shareholders’ meeting on June 7, 2016 and June 10, 2015, respectively. The appropriations and dividends per share were as follows:


Legal reserve

Cash dividends
Appropriation of Earnings
For Fiscal
Year 2015
For Fiscal
Year 2014
$ 123,656
$ 131,644
910,200
987,433
Dividend Per Share (NT$)
For Fiscal
Year 2015
For Fiscal
Year 2014
$2.4
$2.6

The appropriations of earnings for 2016 had been proposed by the Corporation’s board of directors on February 21, 2017. The appropriations and dividends per share were as follows:

Appropriation Dividends Per Dividends Per
of Earnings Share (NT$)
Legal reserve $ 171,994 $ -
Cash dividends 1,314,425 3.3

The appropriations of earnings for 2016 are subject to the resolution in the shareholders’ meeting to be held on June 8, 2017.

  • 148 -

d. Other equity

  • 1) Exchange differences on translating foreign operations
Balance, beginning of the year

Exchange differences on translation of foreign financial
statements

Share of exchange differences on translation of
associates and joint ventures accounted for using the
equity method

Balance, end of the year
For the Years Ended
December 31
For the Years Ended
December 31



2016
$ 127,968

(127,798)

(25,084)

$ (24,914)
2015
$ 136,756
(17,071)
8,283
$ 127,968
  • 2) Unrealized gain (loss) on available-for-sale financial assets
Balance, beginning of the year

Unrealized loss arising on revaluation of available-for-
sale financial assets

Balance, end of the year
For the Years Ended
December 31
For the Years Ended
December 31


2016
$ 271,697

(38,796)

$ 232,901
2015
$ 370,348
(98,651)
$ 271,697

3) Employee unearned benefit

In the shareholders’ meeting on June 7, 2016, the shareholders approved a restricted share unit plan (“RSU” plan), please refer to Note 27.

For the Year
Ended
December 31,
2016
Balance, beginning of the year $ -
Issuance of shares (188,311)
Share-based payment expenses recognized
38,359
Balance, end of the year $(149,952)

e. Non-controlling interests

Balance, beginning of the year

Share of non-controlling interests
Capital increase of subsidiaries in cash
Non-controlling interest arising from acquisition of
subsidiaries
For the Years Ended
December 31
2016
2015
$ 121,192
$ 120,140
53,225
36,400
30,520
(1,447)
(Continued)
  • 149 -
Net loss

Decrease in non-controlling interest - declaration of cash
dividends
Exchange differences on the translation of foreign
financial statements
Compensation cost of employee share options -
subsidiaries (Note 27)
Actuarial loss on defined benefit plans
Share of changes of associates and joint ventures
accounted for using the equity method

Balance, end of the year
For the Years Ended
December 31
2016
2015
$ (24,369)
$ (42,015)
(4,838)
(2,298)
(4,757)
2,335
323
691
(72)
(139)
-

7,525
$ 171,224
$ 121,192
(Concluded)


2016
$ (24,369)

(4,838)
(4,757)
323
(72)
-

$ 171,224

f. Treasury stock

Balance, January 1, 2015
Decrease during the year ended December 31, 2015
Balance, December 31, 2015
Balance, January 1, 2016
Decrease during the year ended December 31, 2016
Balance, December 31, 2016
Subsidiaries
Shares Held
(In Thousand
Shares)
December 31, 2016
Chroma Investment Co., Ltd.
1,916

December 31, 2015
Chroma Investment Co., Ltd.
1,916
Corporation’s
Shares Held
by Its
Subsidiaries
(In Thousand
Shares)
1,916
-
1,916
1,916
-
1,916
Carrying
Value
Market Price
$ 35,714
$ 144,435
$ 35,714
$ 122,405

For the years ended December 31, 2016 and 2015, there were no changes in the shares held by the subsidiary.

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. The subsidiaries holding treasury shares, however, retain shareholders’ rights, except the rights to participate in any share issuance for cash and to vote.

  • 150 -

24. ADDITIONAL INFORMATION ON EXPENSES

The following items were included in net income for the years ended December 31, 2016 and 2015:

- 151 -
Finance cost
Interest on bank loans

Interest on convertible bonds

Less: Amount included in the cost of qualifying assets


Information about capitalized interest was as follows:
Capitalized interest

Capitalization rate

Depreciation and amortization expense
Depreciation of property, plant and equipment

Amortization of intangible assets


Depreciation expense by function
Operating cost

Operating expense


Amortization expense by function
Operating expense

Employee benefits expense
Short-term employee benefits

Share-based payments
Equity-settled share-based payments
Post-employment benefits (see Note 22)
Defined contribution plans
Defined benefit plans
Other employee benefit

Salaries and bonuses

Summarized by function
Operating cost

Operating expense

For the Years Ended
**December 31 **
2016
2015
$ 41,056
$ 24,279

25,751

27,368
66,807
51,647

(24,755)

(12,653)
$ 42,052
$ 38,994
$ 24,755
$ 12,653
1.58%-1.60% 1.60%-1.69%
$ 336,514
$ 329,582

2,849

2,009
$ 339,363
$ 331,591
$ 131,819
$ 132,784

204,695

196,798
$ 336,514
$ 329,582
$ 2,849
$ 2,009
$ 2,647,345
$ 2,272,814
86,941
25,768
70,037
65,349
6,702
6,434

59,001

51,065
$ 2,870,026
$ 2,421,430
$ 516,029
$ 495,613
2,353,997
1,925,817
$ 2,870,026
$ 2,421,430

In compliance with the Company Act as amended in May 2015 and the amended Articles as resolved in the shareholders’ meeting held on June 7, 2016, the Corporation distributed employees’ compensation and remuneration to directors and supervisors at the rates of 5%-20% and no higher than 1.5%, respectively, of net profit before income tax, employees’ compensation, and remuneration to directors and supervisors. The employee’s compensation and remuneration to directors and supervisors for the years ended December 31, 2016 and 2015 have been proposed by the Corporation’s board of directors on February 21, 2017 and resolved in the shareholders’ meeting held on June 7, 2016, respectively.

Employee’s compensation

Remuneration of directors and
supervisors
**For the Years Ended December 31 ** **For the Years Ended December 31 **
2016
Amount
Estimated
Rate %
$ 300,000
12.96
8,000
0.35
2015
Amount
Estimated
Rate %
$ 135,000
$ 8.90
8,000
0.53

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

The appropriations for employee’s compensation and remuneration to directors and supervisors for 2015 have been resolved by the Corporation’s board of directors on February 23, 2016, and the appropriations for bonuses to employees and remuneration to directors and supervisors for 2015 and 2014 have been approved in the shareholders’ meeting on June 7, 2016 and June 10, 2015. The amounts of the employee’s compensation/bonus and remuneration to directors and supervisors are disclosed on the table below. After the amendments to the Articles had been resolved in the shareholders’ meeting held on June 7, 2016, the appropriations of the employees’ compensation and remuneration to directors and supervisors for 2015 were reported in the shareholders’ meeting.

Employee’s
compensation/bonus to
employees

Remuneration of directors and
supervisors
**For the Years Ended December 31 ** **For the Years Ended December 31 **
2015
Cash
Dividends
Share
Dividends
$ 135,000
$ -
8,000
-
2014
Cash
Dividends
Share
Dividends
$ 195,000
$ -
8,000
-

There was no difference between the amounts of the employee’s compensation and the remuneration to directors and supervisors resolved by the board of directors on February 23, 2016 and the amounts of the bonus to employees and the remuneration to directors and supervisors approved in the shareholders’ meetings on June 10, 2015, and the respective amounts recognized in the financial statements for the years ended December 31, 2015 and 2014.

Information on the employee’s compensation and remuneration to directors and supervisors for 2016 and 2015 resolved by the Corporation’s board of directors in 2017 and 2016, and bonuses to employees, directors and supervisors for 2014 resolved in the shareholders’ meeting in 2015 are available at the Market Observation Post System website of the Taiwan Stock Exchange.

  • 152 -

25. INCOME TAXES

a. Income tax recognized in profit or loss

The major components of income tax expense were as follows:

Current tax
In respect of the current period

In respect of unappropriated earnings (10%)
In respect of prior year’s adjustment


Deferred tax
In respect of the current period

Total income tax expense recognized in profit or loss
For the Years Ended
**December 31 **
For the Years Ended
**December 31 **




2016
$ 358,555

17,620
(28,629)

347,546

(1,055)

$ 346,491
2015
$ 268,077
17,147
(23,285)
261,939
26,191
$ 288,130

Reconciliation of accounting profit and income tax expense at the applicable tax rate is as follows:

Profit before tax from continuing operations
Income tax expense calculated at the statutory rate

Adjustment
Adjustment items in determining taxable income
Tax-exempt income
Temporary difference
Income tax on unappropriated earnings
Investment tax credits
Other
Effect of different tax rates on the Group entities
Prior year’s adjustments
ncome tax expense recognized in profit or loss
For the Years Ended
**December 31 **
For the Years Ended
**December 31 **



2016
$ 2,042,057

$ 347,150

(13,544)
(6,215)
(1,055)
17,620
(32,329)
-
63,493
(28,629)
$ 346,491

2015
$ 1,482,672
$ 252,054

(46,536)

(12,201)

26,191
17,147

(23,182)
7,373
90,569
(23,285)
$ 288,130

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 other Group entities operating in other jurisdictions are based on the tax laws in those jurisdictions.

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

  • 153 -

b. 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

Balance, Balance, Recognized Recognized Exchange Exchange
Beginning of in Profit or Differences Balance, End
Deferred Tax Assets the Year Loss and Other of the Year
Unrealized intercompany
gain
$ 42,287
$ 28,133
$ - $ 70,420
Accrued pension liabilities 9,199 (168) (31)
9,000
Allowance for reduction
inventory 23,154 10,167 - 33,321
Tax credit 10,779 5,676 (192)
16,263
Impairment loss 14,158 1,872 - 16,030
Unrealized loss on exchange
difference - 4,367 - 4,367
Allowance for impaired
receivables 2,396 1,014 (8)
3,402
Tax losses 50,872 11,037 (702)
61,207
Others
3,806
2,303
(55)
6,054
$ 156,651
$ 64,401
$ (988) $ 220,064
Balance, Recognized Exchange
Beginning of in Profit or Differences Balance, End
Deferred Tax Liabilities the Year Loss and Other of the Year
Investment income on
foreign investments
accounted for using the
equity method
$ 101,879
$ 59,315
$ - $ 161,194
Unrealized gain on exchange
difference 3,777 (2,832) - 945
Goodwill 10,096 5,863 - 15,959
Others
8,075
1,000
(3)
9,072
$ 123,827
$ 63,346
$ (3) $ 187,170
For the year ended December 31, 2015
Balance, Recognized Exchange
Beginning of in Profit or Differences Balance, End
Deferred Tax Assets the Year Loss and Other of the Year
Unrealized intercompany
gain
$ 38,112
$
4,175
$ - $ 42,287
Accrued pension liabilities 9,856 (717) 60 9,199
Allowance for reduction
inventory 19,741 3,413 - 23,154
Tax credit 10,148 246 385 10,779
Impairment loss 12,691 1,467 - 14,158
Unrealized loss on exchange
difference 1,539 (1,539) - -
(Continued)
  • 154 -
Balance, Balance, Recognized Recognized Exchange Exchange
Beginning of in Profit or Differences Balance, End
Deferred Tax Assets the Year Loss and Other of the Year
Allowance for impaired
receivables
$
2,180
$
201
$ 15 $
2,396
Tax losses 59,389
(21,409) 12,892 50,872
Others
1,191
2,565
50 3,806
$ 154,847
$ (11,598)
$ 13,402 $ 156,651
(Concluded)
Balance, Recognized Exchange
Beginning of in Profit or Differences Balance, End
Deferred Tax Liabilities the Year Loss and Other of the Year
Investment income on
foreign investments
accounted for using the
equity method
$ 89,044
$ 12,835
$ - $ 101,879
Unrealized gain on exchange
difference 6,137 (2,360) - 3,777
Goodwill 8,794 1,302 - 10,096
Others
5,450
2,816
(191) 8,075
$ 109,425
$ 14,593
$ (191) $ 123,827

c. Deductible temporary differences, unused loss carryforwards and unused investment credits for which no deferred tax assets have been recognized in the consolidated balance sheets

Loss carryforwards
Expiry in 2017

Expiry in 2018
Expiry in 2019
Expiry in 2020
Expiry in 2021
Expiry after 2022


Investment credits
Purchase of machinery and equipment

Deductible temporary differences
Impairment loss

Valuation loss (gain) on financial assets

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






2016
$ 8,881

33,277
47,723
45,690
68,584
342,472

$ 546,627

$ -

$ 2,382

(776)

$ 1,606
2015
$ 4,627
30,003
47,327
45,690
68,584
369,647
$ 565,878
$ 8,711
$ 2,382
(1,442)
$ 940
  • 155 -

  • d. Information about unused investment credits, unused loss carryforward and tax-exemption

Loss carryforwards as of December 31, 2016 were as follows:


Unused
Amount
Expiry Year
$ 9,894
2016
1,510
2017
5,657
2018
8,455
2019
9,180
2020
10,031
2021
16,374
2022
5,876
2023
5,766
2024
8,921
2025
9,304
2026
4,567
2030
3,289
2031
24,504
2033
9,618
2034
9,338
2036

$ 142,284

As of December 31, 2016, profits attributable to the following expansion projects were exempted from income tax for a four- or five-year period:

Expansion of Construction Project Tax-exemption Period

Profits on expansion and construction projects for year 2013.1.1-2017.12.31 2010

  • e. Integrated income tax information is as follows:
Balance of imputation credit account (ICA)
The Corporation

Chroma New Material Corp.

Chroma Investment Co., Ltd.

Wei Kuang Automatic Equipment Co., Ltd.

Creditable ratio for distribution of earnings
The Corporation
Chroma New Material Corp.
Wei Kuang Automatic Equipment Co., Ltd.
December 31



2016
2015
$ 302,877
$ 250,190
$ 499
$ 8,723
$ 11,885
$ 10,664
$ 35,605
$ 31,791
For the Years Ended
December 31
2016
(Expected)
2015
17.67%
17.10%
19.72%
20.77%
25.05%
22.75%
  • 156 -

As of December 31, 2016 and 2015, Chroma Investment Co., Ltd., Adivic Technology Co., EVT Technology Co., Ltd. and Wei Da Electric Vehicle Co., Ltd. had no retained earnings to be distributed, so the creditable ratios were not calculated.

  • f. Assessment of income tax returns

As of December 31, 2016, the Corporation’s tax returns through 2014 had been examined and cleared by the tax authorities.

The tax returns through 2015 of the Corporation’s subsidiaries - Advic Technology Co. - had been examined and cleared by the tax authorities.

The tax returns through 2014 of the Corporation’s subsidiaries - Chroma New Material Corp., Wei Kuang Automatic Equipment Co., Testar Electronic Corp., Chroma Investment Co., EVT Technology Co., and Wei Da Electric Vehicle Co. - had been examined and cleared by the tax authorities.

26. EARNINGS PER SHARE

Earnings and weighted average shares used to calculate earnings per share were as follows:

Net Income

Income attributed to the parent

Dilutive effect of potential common shares:
Interest on unsecured convertible bonds and valuation gain
on conversion option

Income used to calculate dilutive earnings per share

Shares
Weighted average shares used to calculate basic earnings per
share
Dilutive effect of potential common shares:
Convertible bonds
Employee remuneration
Employee stock option
Weighted average shares used to calculate dilutive earnings per
share
For the Years Ended
December 31
2016
2015
$ 1,719,935
$ 1,236,557
23,543

27,924
$ 1,743,478
$ 1,264,481
(In Thousands of Shares)
For the Years Ended
December 31
2016
2015
379,930
376,984
26,336
26,755
4,272
2,974
1,788
1,292
412,326
408,005
For the Years Ended
December 31
2016
2015
$ 1,719,935
$ 1,236,557
23,543

27,924
$ 1,743,478
$ 1,264,481
(In Thousands of Shares)
For the Years Ended
December 31
2016
2015
379,930
376,984
26,336
26,755
4,272
2,974
1,788
1,292
412,326
408,005




2016
379,930

26,336

4,272
1,788
412,326

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

  • 157 -

27. SHARE-BASED PAYMENT ARRANGEMENTS

  • a. Employee share option plan of Chroma Ate Inc.

The Corporation granted employee stock options 7,900 thousand units in March 2016 and 6,000 thousand units in July 2013, respectively, with each option eligible to subscribe for one common share of the Corporation when exercised. The options are valid for six years and exercisable at certain percentages subsequent to the second year of the grant date. The related information for the units granted and exercise price were as follows:

Number of options (in thousands of shares)
Exercise prices per share on grant date (market value on
grant date)
Exercise prices per share (adjusted based on employee
share option plan)
Grant Date
March 25,
2016
July 8, 2013
7,900
6,000
$67.8
$53.5
$65.7
$48.4
  • 1) Information on granted employee share options was as follows:
Balance, January 1
Options granted
Options exercised

Options forfeited

Balance, December 31

Options exercisable, end of
December 31

Weighted-average fair value of
options granted (NT$)
For the Years Ended December 31 For the Years Ended December 31
2016
Number of
Options (In
Thousands)
Weighted-
average
Exercise
Price
(NT$)
5,292
$ 49.9
7,900
65.7
(1,635)
49.0

(19)
-

11,538
60.2


1,941

$ 18.7
2015
Number of
Options (In
Thousands)
Weighted-
average
Exercise
Price
(NT$)
5,794
$ 49.9
-
-
(384)
49.9

(118)
-

5,292
49.9

1,887
$ -
  • 2) Information about outstanding options as of December 31, 2016 and 2015 were as follows:

For the Years Ended December 31

2016
Range of Exercise
Price (NT$)
Weighted-average
Remained
Contractual Life
(Years)
$48.4
2.52
65.7
5.24
2015
Range of Exercise
Price (NT$)
Weighted-average
Remained
Contractual Life
(Years)
$49.9
3.52
-
-
  • 158 -

  • 3) The Group used the Black-Scholes model to determine the fair value of the options. The valuation assumptions were as follows:

Vested Period

Expected volatility

Risk-free interest
rate
Expected dividend
rate
Expected life
Grant Date Grant Date
March 25, 2016
2 Years 3 Years 4 Years
31.64% 32.62%
33.08%
0.52%
0.55%
0.61%
-
-
-
4 years 4.5 years 5 years
July 8, 2013
2 Years 3 Years 4 Years
36.43%
38.36%
41.74%

1.12%
1.18%
1.23%
-
-
-
4 years 4.5 years 5 years
  • 4) The Group used the fair value of share option to calculate the compensation cost for employee share options granted on March 25, 2016 and July 8, 2013, respectively.
Vested Period

Fair value of options
(NT$ per share)
Grant Date Grant Date
March 25, 2016
2 Years 3 Years 4 Years
$17.37 $18.97 $20.30
July 8, 2013
2 Years 3 Years 4 Years
$16.08 $17.88 $20.28

The Group recognized compensation cost of $48,259 thousand and $25,077 thousand for the years ended December 31, 2016 and 2015, respectively.

  • b. Restricted shares for employees

In the shareholders’ meeting on June 7, 2016, the shareholders approved a Restricted Share Unit Plan (“RSU” Plan) for employees with a total amount of $36,000 thousand, consisting of 3,600 thousand shares with issuance price of $10 dollars per share. It can be issued at one time or several times depending on the circumstance. The RSU Plan is approved under Rule No. 1050024381 issued by the FSC on June 27, 2016. The Corporation issued 3,100 thousand shares on July 8, 2016, the subscription date. The details of RSU Plan are as follows:

  • 1) Employees who are granted RSUs, upon meeting the Corporation’s financial performance and personal performance indicators, are eligible to be vested 10, 20, 30 and 40 percent of the RSUs granted after 1, 2, 3 and 4 years of tenure after the subscription date, respectively.

  • 2) The restrictions on the rights of the employees who are granted RSUs but have not met the vesting conditions are as follows:

  • a) The employees are not eligible to sell, pledge, transfer, donate or to dispose any RSUs in any form.

  • b) The employees holding RSUs are entitled to receive dividends and similar purchasing rights to ordinary shares during capital increase. Cash dividends from RSUs are not restricted during the vesting period. Cash dividends are appropriated to the employees’ personal account from trust account after the dividend distribution date.

  • c) Before the restricted shares are vested to the employees, the right of attendance, proposal, speech, voting and other rights of shareholders are acted by the custodian.

  • d) The RSUs should be delivered to trust custodians upon grant date. The employees cannot request for return in any manner before vesting conditions are met.

  • 159 -

  • 3) If an employee fails to meet the vesting conditions, the Corporation will recall or buy back and cancel the restricted shares at issued price. If an employee voluntarily resigns, retires, disabled or decease due to occupational hazards, dismissed, be transferred to another post, violates labor contracts or working protocols substantially or abandons restricted shares, related guidelines of RSU Plan will be followed accordingly.

Information relating to outstanding employee restricted shares as of December 31, 2016 was as follows:

Year Ended
December 31,
2016
Outstanding shares at the beginning of the year -
Shares granted 3,100
Shares canceled -
Outstanding shares at the end of the year 3,100

Compensation cost of share-based payment arising from the RSU Plan was $38,359 thousand recognized for the year ended December 31, 2016. As of December 31, 2016, unearned compensation cost arising from issuance of restricted shares was $149,952 thousand and was recorded as a deduction to other equity.

  • c. Employee share option plan of Adivic Technology Co.

Adivic Technology Co. granted its employees stock options 1,360 thousand units in March 2014, with each option eligible to subscribe for one common share of Adivic Technology Co. when exercised. The options are valid for eight years and exercisable at certain percentages subsequent to the second year of the grant date. The related information for the units granted and exercise price were as follows:

Number of options (in thousands of shares)
Exercise price per share on grant date (market value on grant date)
Exercise price per share (adjusted based on employee stock option plan)
Grant Date
March 12,
2014
1,360
$10
$10
  • 1) Information on granted employee share options was as follows:
Balance, January 1
Options forfeited

Balance, December 31

Options exercisable, end of year
For the Years Ended December 31 For the Years Ended December 31
2016
Number of
Options (In
Thousands)
Weighted-
average
Exercise
Price
(NT$)
930
$ 10.0

(145)
-


785
10.0


-
2015
Number of
Options (In
Thousands)
Weighted-
average
Exercise
Price
(NT$)
1,135
$ 10.0

(205)
-

930
10.0

-
  • 160 -

  • 2) Information about outstanding options as of December 31, 2016 and 2015 is as follows:

For the Years Ended December 31

2016
Range of Exercise
Price (NT$)
Weighted-average
Remained
Contractual Life
(Years)
10.0
5.20
2015
Range of Exercise
Price (NT$)
Weighted-average
Remained
Contractual Life
(Years)
10.0
6.20
  • 3) Adivic Technology Co. used the Black-Scholes model to determine the fair value of the options. The valuation assumptions were as follows:
Vested Period
Expected volatility
Risk-free interest rate
Expected dividend rate
Expected life
Grant Date
March 12, 2014
2 Years
3 Years
4 Years
38.75%
40.09%
40.40%
1.18%
1.24%
1.30%
-
-
-
5 years
5.5 years
6 years
  • 4) The Group used the fair value of stock option to calculate the compensation cost for employee stock options granted on March 12, 2014.
Vested Period
Fair value of options (NT$ per share)
Grant Date
March 12, 2014
2 Years
3 Years
4 Years

$2.27
$2.52
$2.69

Adivic Technology Co. recognized compensation cost of $323 thousand and $691 thousand for the years ended December 31, 2016 and 2015, respectively.

28. BUSINESS COMBINATION

  • a. Subsidiary acquired

The Group bought 60% equity interest of Quantel Private Ltd. (“Quantel”) in April 2016. The Board of Directors resolved to participate in the capital increase of EVT Technology Co., Ltd. (“EVT”), which was originally recorded as financial asset carried at cost on June 2, 2015. The Group’s equity interest in EVT Technology Co., Ltd. rose to 53.2% and the Group acquired control over EVT Technology Co., Ltd.; EVT Technology Co., Ltd. was included in the consolidated financial statements since the day the Group acquired control over it.

  • 161 -

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

EVT and its
Quantel Subsidiaries
Current assets
Cash (net of bank overdrafts of $16,733 thousand and $0
thousand, respectively) $ 20,341 $ 33,897
Accounts receivable (net of allowance for doubtful
accounts of $1 thousand and $0 thousand, respectively)
42,177
7,210
Debt Investments with no active market 9,567 -
Inventories 13,736 26,241
Prepayments - 140
Other current assets 951 544
Non-current assets
Property, plant and equipment, net 40,129 8,131
Refundable deposits 800 335
Deferred tax assets - 11,285
Current liabilities
Short-term borrowing (19,601) (49,000)
Notes payable - (17)
Accounts payable (10,066) (9,330)
Other payables (2,359) (384)
Income tax payable (1,380) -
Receipts in advance - (90)
Current portion of long-term borrowings (6,259) -
Other current liabilities (20) (409)
Non-current liabilities
Long-term borrowings (11,494) -
Deferred tax liabilities (223) -
$ 76,299 $ 28,553
Intangible assets arising on acquisition
Quantel
Consideration transferred $ 76,590
Plus: Non-controlling interest 30,520
Less: Fair value of identifiable net assets acquired (refer to Notes 17 and
18) (76,299)
$ 30,811
Goodwill $ 25,219
Customer relationships 5,592
$ 30,811
Net cash inflow (outflow) on acquisition of subsidiaries
EVT and its
Quantel Subsidiaries
Consideration paid in cash $(76,590) $(23,000)
Less: Cash and cash equivalent balances acquired 20,341 33,897
$(56,249) $ 10,897

c. Intangible assets arising on acquisition

  • d. Net cash inflow (outflow) on acquisition of subsidiaries

  • 162 -

  • e. Impact of acquisitions on the results of the Group

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

Revenue

Net Profit (loss)
For the Years Ended
**December 31 **
For the Years Ended
**December 31 **

2016
$ 195,293

$ 13,897
2015
$ 1,228
$ (13,435)

Had these business combinations been in effect at the beginning of the annual reporting period, the Group’s revenue from operations would have been $11,662,593 thousand, and the income from operations would have been $1,693,206 thousand for the year ended December 31, 2016, and the Group’s revenue from operations would have been $9,693,239 thousand, and the income from operations would have been $1,186,661 thousand for the year ended December 31, 2015. This pro-forma information is for illustrative purposes only and is not necessarily an indication of revenue and results of operations of the Group that actually would have been achieved had the acquisition been completed on January 1 of the acquisition year, nor is it intended to be a projection of future results.

In determining the pro-forma revenue and profit of the Group had Quantel and EVT been acquired at the beginning of the current reporting period, the management:

  • 1) Calculated depreciation of plant and equipment acquired on the basis of the fair values arising in the initial accounting for the business combination rather than the carrying amounts recognized in the pre-acquisition financial statements; and

  • 2) Calculated borrowing costs on the funding levels, credit ratings and debt/equity position of the Group after the business combination.

29. CAPITAL MANAGEMENT

The Group manages its capital to ensure that entities in the Group will be able to continue as going concerns while maximizing the return to shareholders through the optimization of the debt and equity balance. The Group’s capital management is aims to maintain the sufficiency of financial resources and the soundness of operating strategies to meet the needs for operating capital, capital expenditure, R & D expenses, debt handling, dividend disbursement, etc.

30. FINANCIAL INSTRUMENTS

Information for Fair Value

  • a. Fair value of financial instrument that are not measured at fair value

The fair values of some financial assets and liabilities were not presented because they have no quoted prices in active market or their cost is close to fair value.

  • 163 -

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

1) Fair value hierarchy:
December 31, 2016
Financial assets at FVTPL
Domestic listed market
securities
Equity securities

Investment in debt
instrument
Call and put option of
convertible bonds
payable


Available-for-sale financial
assets
Domestic listed market
securities
Equity securities

Open-end beneficial
certificate


December 31, 2015
Financial assets at FVTPL
Domestic listed market
securities
Equity securities

Debt securities


Available-for-sale financial
assets
Domestic listed market
securities
Equity securities

Open-end beneficial
certificate


Financial liability at value
through profit or loss
Level 1
$ 7,453
983

-

$ 8,436

$ 314,233
2,291,504

$ 2,605,737

$ 7,921

951

$ 8,872

$ 359,543
2,057,476

$ 2,417,019

$ -
Level 2
$ -

-

725

$ 725

$ -

-

$ -

$ -

-

$ -

$ -

-

$ -

$ 1,483
Level 3
$ -

-

-

$ -

$ -

-

$ -

$ -

-

$ -

$ -

-

$ -

$ -
Total
$ 7,453

983

725
$ 9,161
$ 314,233
2,291,504
$ 2,605,737
$ 7,921

951
$ 8,872
$ 359,543
2,057,476
$ 2,417,019
$ 1,483

There were no transfers between Levels 1 and 2 for the years ended December 31, 2016 and 2015.

  • 164 -

  • 2) Valuation techniques and inputs applied for the purpose of measuring level fair value measurement:

Financial Instruments
Derivatives - convertible
bonds
Valuation Techniques and Inputs
Binomial tree valuation model of convertible bonds: The
fair value of the derivative financial assets embedded in
convertible bonds was determined based on the
observable closing price of the stocks at balance sheet
date and risk-free interest rate with risk premium.

Categories of Financial Instruments

Financial assets
Financial assets at fair value through profit or loss

Loans and receivables (a)

Available-for-sale financial assets (b)

Financial liabilities
Financial liabilities at fair value through profit or loss
Amortized cost (c)
December 31
2016
2015
$ 9,161
$ 8,872
6,701,119
5,681,793
2,804,386
2,625,419
-
1,483
6,672,482
5,517,051
  • a. 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 receivable (other current asset) and refundable deposits, and trade and other receivables.

  • b. The balances included the carrying amount of available-for-sale financial assets measured at cost.

  • c. The balances included financial liabilities measured at amortized cost, which comprise short-term and long-term loans, trade and other payables, bonds issued and guarantee deposits received.

Financial Risk Management Objectives and Strategies

The Group’s major financial instruments consist of equity and debts investment, cash and cash equivalents, accounts receivable, long-term and short-term borrowings, account payable and unsecured domestic convertible bonds. The Group’s financial risk management pertains to financial risks relating to the operations of the Group, including currency risk, interest rate risk, credit risk and liquidity risk. The Group seeks to identify, evaluate and hedge against market uncertainties to lower the effect of market changes on the Group’s financial performance.

The Group manages foreign exchange risk through setting up of foreign currency deposit bank accounts and through the use of foreign currency directly received from sale to pay for purchases in foreign currency to reduce the impact of foreign exchange fluctuation and to achieve a natural hedge effect. The Group actively observes the exchange rate information to fully control the foreign currency hedge.

a. Market risk

The Group’s activities expose it primarily to the financial risks of changes in exchange rates (see Item (1) below), interest rates (see Item (2) below) and price (see Item (3) below).

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

  • 165 -

The sensitivity analysis of exchange rates and interest rates is as follows:

  • 1) Exchange rate sensitivity analysis

The Group is exposed to foreign currencies arising from engagement in foreign-currency sales and purchases. To avoid the decrease in foreign-currency assets and adverse fluctuations in future cash flow resulting from exchange rate changes, the Group used derivative financial instruments (forward exchange contracts) to hedge against adverse risks pertaining to exchange rates. The forward exchange contracts which the Group used were less than six months so they were not subject to hedge accounting.

The carrying values of the Group’s monetary assets and liabilities denominated in nonfunctional currency (including the monetary items denominated in nonfunctional currency and had been excluded from consolidated financial statements) were as follows:

Assets
USD

JPY
RMB
EUR
HKD
Liabilities
USD

RMB
EUR
**December 31 **
2016
2015
$ 3,330,406
$ 2,720,899
168,499
111,698
970,216
889,238
108,760
53,300
927
18,136
1,482,824
1,029,054
270,634
405,923
2,780
-

Foreign currency sensitivity analysis

The Group was mainly exposed to USD, EUR, HKD, JPY and RMB.

Had the NTD strengthened/weakened by 5% against the relevant currency, the income before tax would have decreased/increased by $141,129 thousand and $117,915 thousand for the years ended December 31, 2016 and 2015, respectively. The 5% sensitivity rate is used when reporting foreign currency risk internally to key management personnel and represents management’s assessment of the reasonably possible change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency-denominated monetary items and their translation at period-end is adjusted for a 5% change in foreign-currency rates.

  • 2) Interest rate risk

The Group is exposed to interest rate risk because entities in the Group borrowed funds both at fixed and floated interest rates. The Group evaluates hedging activities regularly to align with interest rate views and defined risk appetite and ensures that the most cost-effective hedging strategies are applied.

  • 166 -

The carrying amounts of the financial assets and liabilities exposed to interest rates 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
$ 753,729
$ 838,441
1,765,437
2,133,726
2,768,557
2,191,155
2,011,810
1,339,793

Interest rate sensitivity analysis

The sensitivity analyses below have been determined on the basis of the exposure to interest rates for both derivative and nonderivative instruments at balance sheet dates. For floating rate liabilities, the analysis is prepared assuming the amount of the liability outstanding at the balance sheet dates outstanding for the entire period. A 50 basis point increase or decrease is 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 been 50 basis points higher/lower and all other variables been held constant, the Group’s pre-tax profit for the years ended December 31, 2016 and 2015 would decreased/increased by $3,784 thousand and $4,257 thousand, respectively. These pre-tax profit changes would be mainly due to the Group’s exposure to interest rates on its variable rate deposits and bank loans.

3) Price risk

The Group is exposed to equity price risks arising from the following:

  • a) Investment in available-for-sale financial assets (mainly investment in open-end beneficial certificates and listed stocks in Taiwan), which are held for strategic rather than trading purposes. The Group does not actively trade these investments.

  • b) Financial assets at fair value through profit or loss (mainly investment in open-end beneficial certificates and listed stocks in Taiwan)

The Group manages risk through holding various portfolios of investments and having every equity investment get prior approval from the Group’s management.

Price sensitivity analysis

Had equity prices been 5% higher/lower, the income before tax would have increased/decreased by $422 thousand and $444 thousand as a result of the changes in fair values of financial assets held by the Group for trading purposes for the years ended December 31, 2016 and 2015, respectively; and other comprehensive income would have increased/decreased by $130,287 thousand and $120,851 thousand because of changes in fair values of available-for-sale financial assets held by the Group for the years ended December 31, 2016 and 2015, respectively.

  • 167 -

b. 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 financial guarantees provided by the Group could arise from:

  • 1) The carrying amount of accounts receivables from operating activities; and

  • 2) The amount of bank deposits, fixed-income and other financial instruments from investing activities.

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.

Accounts receivables involve a large number of customers, spread across diverse industries and geographical areas. Ongoing credit evaluation is performed on the financial condition of accounts receivable, including the evaluation of internal credits, historical transaction records, present economic circumstances, etc. which affect the customers’ payment ability.

Except for the major customers of the Group, Company A and Company B, the Group does not have significant credit risk exposure to any single counterparty or any group of counterparties having similar characteristics. The Group defines counterparties as having similar characteristics if they are related entities.

The credit risk of bank deposits, fixed-income financial instruments and other financial instruments are evaluated, managed and controlled by the Group’s financial department. The Group’s exposure to credit risk was limited because the Group adopted a policy of only dealing with creditworthy counterparties.

c. Liquidity risk

The Group manages liquidity risk by managing and maintaining sufficient cash and cash equivalents to supply the Group’s demand and lighten the effects of cash flow fluctuations. The Group continuously monitors the use of credit lines and conformity to loan terms.

Bank loans are a significant source of the Group’s liquidity risk. As of December 31, 2016 and 2015, the Group’s unused bank credit lines in bank were $3,332,475 thousand and $3,505,123 thousand, respectively.

Liquidity and interest risk tables

The following tables detail the Group’s remaining contractual maturity for its nonderivative financial liabilities with agreed repayment periods. The tables have been drawn up based on the undiscounted cash flows of financial liabilities from the earliest date on which the Group can be required to pay.

The bank loans are listed on the earliest date on which the Group may be required to pay without considering the probability of the lending bank’s executing its rights; other nonderivative financial liabilities are listed at their contract repayment dates.

  • 168 -

Nonderivative financial liabilities
Notes payable (including related parties)
Accounts payable (including related
parties)
Dividends payable
Other payable
Unsecured convertible bonds
Fixed interest rate instruments
Floating interest rate instruments

Nonderivative financial liabilities
Notes payable (including related parties)
Accounts payable (including related
parties)
Dividends payable
Other payable
Unsecured convertible bonds
Fixed interest rate instruments
Floating interest rate instruments
December 31, 2016
Within 1 Year
Over 1 Year to
5 Years
More Than 5
Years
$ 58,106
$ -
$ -
1,988,042
-
-
4,838
-
-
848,232
-
-
-
1,450,500
-
211,758
138,855
40,023

829,937
1,216,579

-
$ 3,940,913
$ 2,805,934
$ 40,023
December 31, 2015
Within 1 Year
Over 1 Year to
5 Years
More Than 5
Years
$ 22,484
$ -
$ -
1,354,570
-
-
2,298
-
-
665,640
-
-
-
1,854,100
-
233,620
124,095
33,079

122,945
1,258,831

-
$ 2,401,557
$ 3,237,026
$ 33,079

After considering the financial position of the Group, management does not think the banks will execute their rights of requiring the Group to repay the bank loans. In addition, management believes the operating funds of the Group and subsidiaries are sufficient to meet cash flow demand; thus, liquidity risk is not considered significant.

The Group’s operating funds are sufficient to meet the cash flow demand; the Group does not make use of its overdraft limit.

31. RELATED-PARTY TRANSACTIONS

a. The related parties and relationships with the Group were as follows:

Relationship with the Group

Related Party Dynascan Technology Corp. (“Dynascan Technology”) Associate Adlink Technology Inc. (“Adlink”) Associate Chih Ho Shun Development Co., Ltd. (“Chih Ho Shun”) Joint venture Dynascan Electronics (Shanghai) Co., Ltd. (“Dynascan Associate Shanghai”) Dynascan Technology Inc. (“Dynascan USA”) Associate Dynascan Japan Inc. Associate Mou Kuan Industry Co., Ltd. (“Mou Kuan”) Other related party

  • 169 -

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. Details of transactions between the Group and its related parties are disclosed below.

The related-party transactions were conducted under normal terms unless specified otherwise.

b. Sales
Associates

c. Purchase
Associates

Other related parties

For the Years Ended
December 31
For the Years Ended
December 31



2016
$ 19,056

$ 35,600

9,525

$ 45,125
2015
$ 19,363
$ 20,721
37,932
$ 58,653
  • d. The balances of accounts receivable at balance sheet date were as follows:
December 31
2016
2015
Associates
$ 7,890
$ 11,650
Outstanding trade receivables from related parties are unsecured.
The balances of notes payable at the balance sheet date were as follows:
December 31
2016
2015
Other related parties
$ 2,595
$ 3,311
**December 31 ** **December 31 **
2016
$ 2,595
2015
$ 3,311
  • e. The balances of notes payable at the balance sheet date were as follows:

  • f. The balances of accounts payable at balance sheet date were as follows:

Associates

Other related parties

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


2016
$ 11,753

60

$ 11,813
2015
$ 5,789
-
$ 5,789

The outstanding trade payables from related parties are unsecured.

  • 170 -

g. Others

For the Years Ended
December 31
2016
2015
1) Rental income
Associates
$ 1,260
$ 1,260
Other related parties

-

218
$ 1,260
$ 1,478
2) Rental cost
Other related parties
$ 12,600
$ -
3) The balances of other current assets - other at balance sheet date were as follows:
December 31
2016
2015
Associates
$ 552
$ 136
For the Years Ended
December 31
For the Years Ended
December 31
2016
$ 552
2015
$ 136
  • h. Compensation of key management personnel

The remunerations of directors and other members of key management personnel for the years ended December 31, 2016 and 2015 and were as follows:

Short-term employee benefits

Post-employment benefits

For the Years Ended
December 31
For the Years Ended
December 31


2016
$ 116,282

2,096

$ 118,378
2015
$ 86,891
2,022
$ 88,913

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

32. ASSETS PLEDGED

The assets pledged as collaterals for bank loans and for product warranty were as follows:

Property, plant and equipment, net
Used bank loans

Unused bank loans
Debt investments with no active market
Restricted time deposit

December 31 December 31


2016
$ 359,796

715,395
5,078
1,000

$ 1,081,269
2015
$ 293,492
723,040
-
14,985
$ 1,031,517
  • 171 -

33. OTHER SIGNIFICANT EVENTS

On January 17, 2012, the Corporation, Dynapack International Corporation and Heran Tech. Co., Ltd. won a bid for the ownership of land and the building and related facilities to be built on the land pertaining to “The Action Plan for Developing Land Surrounding the MRT Airport Station to Improve Civilians’ Life,” which had been reviewed and approved by the Ministry of the Interior (MOI).

The total bid price was $10,088,890 thousand, covering land with an area of 222,300 square meters. As a result of winning the above bid, the Corporation acquired 35%, or 77,805 square meters, of a certain piece of land for $3,531,112 thousand. On April 18, 2012, the Corporation signed the land purchase contract with the MOI; the payment schedule for this purchase is as follows:

  • a. The first installment of the bid amount (10% of the total bid amount, or $353,111 thousand) should be paid within 10 days from the contract date. The Corporation paid the first installment using the bid deposit ($353,040 thousand) and by adding cash.

  • b. To meet the schedule for zone expropriation, the Corporation should pay the second installment (30% of the total bid amount) within 10 days of receiving the payment notice from the MOI. The MOI will approve the Corporation’s land usage rights as the payment is made. On September 3, 2013, the Corporation has paid the second installment $1,059,333 thousand.

  • c. To help the MOI provide the compensations for land expropriation and complete the demolition and relocation of structures on the land, the Corporation should pay the third installment (40% of the total bid amount) within 10 days of the payment notice from the MOI. The MOI will then check with the Corporation to see if the demolition and relocation are completed as the payment is made. In November 2015 and July 2016, the Corporation has paid the first part of the third installments $536,729 thousand and the remaining part of the third installment $875,716 thousand, respectively.

  • d. The Corporation should accomplish the following things within four years from the time of obtaining the approval of the land usage rights:

  • 1) Open up the main road system and build related public facilities.

  • 2) Acquire the building license for over 50% percent of all industrial land and register with the authorities to go into operation.

After completing the above requirements, the Corporation should apply to the MOI for the approval to acquire real property rights to the structures and facilities built. The Corporation should pay the fourth installment (20% of the total bid amount) within 10 days upon obtaining the approval and receipt of the payment notice from the MOI. The MOI will issue the transfer-certificate of property rights over the land.

The Corporation has agreed to comply with the MOI’s requirement for the MOI’s placing of caution on undeveloped land before ownership of real property is turned over to the Corporation. The MOI will cancel this caution once it determines that the Corporation has completed all the required land development, building and facility construction and land improvements.

  • 172 -

34. SIGNIFICANT ASSETS AND LIABILITIES DENOMINATED IN FOREIGN CURRENCY

The monetary assets or liabilities denominated in foreign currencies that have a material effect on the Corporation and subsidiaries’ financial statements are as follows:

Financial assets
Monetary items
USD

JPY

RMB

EUR
HKD
Financial liabilities
Monetary items
USD
RMB
EUR
December 31 December 31
2016
Foreign
Currencies
Exchange
Rate
(In
Thousands)
(Note)
$ 103,269
32.250

610,502
0.276

210,140
4.617

3,208
33.900
223
4.158
45,979
32.250
58,617
4.617
82
33.900
2015
Foreign
Currencies
Exchange
Rate
(In
Thousands)
(Note)
$ 82,891
32.825
409,149
0.273
178,026
4.995
1,486
35.88
4,282
4.235
31,350
32.825
81,266
4.955
-
-

Note: Exchange rate represents the number of N.T. dollars for which one foreign currency could be exchanged.

For the years ended December 31, 2016 and 2015, (realized and unrealized) net foreign exchange (losses) gains were $(110,497) thousand and $61,260 thousand, respectively. It is impractical to disclose net foreign exchange gains (losses) by each significant foreign currency due to the variety of the foreign currency transactions and functional currencies.

35. ADDITIONAL DISCLOSURES

Following are the additional disclosures required by the Securities and Futures Bureau for the Group and its investees:

  • a. Financing provided: Table 1 (attached).

  • b. Endorsement/guarantee provided: Table 2 (attached).

  • c. Marketable securities held (excluding investment in subsidiaries, associates and joint controlled entities): Table 3 (attached).

  • d. Marketable securities acquired and disposed of at costs or prices of at least $300 million or 20% of the paid-in capital: None.

  • e. Acquisition of individual real estate properties at costs of at least $300 million or 20% of the paid-in capital: Table 4 (attached).

  • f. Disposal of individual real estate properties at prices of at least $300 million or 20% of the paid-in capital: None.

  • 173 -

  • g. Total purchase from or sale to related parties amounting to at least $100 million or 20% of the paid-in capital: Table 5 (attached).

  • h. Receivable from related parties amounting to at least $100 million or 20% of the paid-in capital: Table 6 (attached).

  • i. Information about derivative instrument transactions: Note 7.

  • j. Others: Business relationships and significant intercompany transactions: Table 9 (attached).

  • k. Names, locations, and related information of investees on which the Group exercised significant influence: Table 7 (attached).

  • l. Information on investment in mainland China:

  • 1) The name of the investee in mainland China, the main businesses and products, its issued capital, method of investment, information on inflow or outflow of capital, percentage of ownership, 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 (attached).

  • 2) 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:

    • a) The amount and percentage of purchases and the balance and percentage of the related payables at the end of the period: None.

    • b) The amount and percentage of sales and the balance and percentage of the related receivables at the end of the period: Table 5 (attached).

    • c) The amount of property transactions and the amount of the resultant gains or losses: None.

    • d) The balance of negotiable instrument endorsements or guarantees or pledges of collateral at the end of the period and the purposes: None.

    • e) The highest balance, the end of period balance, the interest rate range, and total current period interest with respect to financing of funds: None.

    • f) Other transactions that have a material effect on the profit or loss for the period or on the financial position, such as the rendering or receiving of services: None.

36. SEGMENT INFORMATION

The information provided to the Group’s chief operating decision maker to allocate resources to the segments and assess their performance focuses on types of products delivered or services provided. The Group’s reportable segments are as follows:

  • a. Special materials department.

  • b. Test instrument department.

  • c. Automatic equipment department.

  • 174 -

d. Other

1) Segment revenues and results

For the year ended December 31,
2016
Revenues from external customers

Intersegment revenues

Segment revenues

Consolidated revenues
Segment income

Share of profits of associates
accounted for using the equity
method
Rental income
Interest income
Dividend income
Gain on disposal of property, plant
and equipment, net
Gain on disposal of investments, net
Exchange loss, net
Valuation loss on financial assets
(liabilities) at fair value through
profit or loss, net
Other revenue and expense, net
Financial cost
Operating income before tax
For the year ended December 31,
2015
Revenues from external customers

Intersegment revenues

Segment revenues

Consolidated revenues
Segment income

Share of profits of associates
accounted for using the equity
method
Rental income
Interest income
Dividend income
Gain on disposal of property, plant
and equipment, net
Impairment losses on financial
assets
Gain on disposal of investments, net
Exchange gain, net
Valuation loss on financial assets
(liabilities) at fair value through
profit or loss, net
Other revenue and expense, net
Interest expense
Operating income before tax
Special
Materials
Department
$ 2,269,057

-

$ 2,269,057

$ 58,350

$ 2,328,151

-

$ 2,328,151

$ 58,639
Test
Instrument
Department
$ 8,587,377

5,690,600

$ 14,277,977

$ 1,944,817

$ 5,666,173

3,539,092

$ 9,205,265

$ 973,445
Automatic
Equipment
Department
$ 382,288

325,332

$ 707,620

$ 75,074

$ 1,260,831

90,468

$ 1,351,299

$ 258,246
Other
$ 385,647

7,495

$ 393,142

$ (115,729)

$ 437,210

5,723

$ 442,933

$ (125,825)
Elimination
$ -

(6,023,427)

$ (6,023,427)


$ 50,669



$ -

(3,635,283)

$ (3,635,283)


$ 55,494


Total
$ 11,624,369

-

11,624,369
$ 11,624,369
$ 2,013,181
61,979
22,487
19,323
52,101
1,126
2,442
(110,497 )
2,219
19,748

(42,052)
$ 2,042,057
$ 9,692,365

-

9,692,365
$ 9,692,365
$ 1,219,999
76,166
26,538
28,503
35,620
3,605
(14,674 )
381
61,260
(322 )
84,590

(38,994)
$ 1,482,672

The sales between segments are based on fair value.

The above revenues were generated through transactions with external customers and among segments. The intersegment revenues for the years ended December 31, 2016 and 2015 had been adjusted and eliminated from the consolidated financial statements.

Segment operating income refers to profits earned by each segment, excluding remuneration to directors, share of profits or loss of associates and joint venture, gain (loss) on disposal of investment, rental income, interest income, gain (loss) on disposal and retirement of property, plant and equipment, gain (loss) on disposal of investment, foreign exchange gain (loss), valuation gain (loss) on financial instrument and interest expense. This is the measure reported to the Group’s chief operating decision maker to allocate resources to each segment and evaluate its performance.

  • 175 -

2)Segment assets

Segment assets
Special materials department

Test instrument department

Automatic equipment department
Other
Adjustments and eliminations

Total segment assets

Financial assets at fair value through profit or loss -
current
Available-for-sale financial assets - current
Investment in bonds with no active market
Available-for-sale financial assets - non-current
Financial assets carried at cost - non-current
Investments accounted for using the equity method
Prepayments for investments
Deferred tax assets

Total segment assets

Segment liabilities
Special material departments

Test instrument departments
Automatic equipment department
Other
Adjustments and eliminations

Total segment liabilities
Short-term borrowings
Financial liabilities at fair value through profit or loss -
current
Long-term borrowings and current portion of long-term
liabilities
Bonds payable
Deferred income tax liabilities

Consolidated total liabilities
December 31 December 31









2016
$ 1,004,283
15,208,838
956,187
544,420
(3,154,573)

14,559,155
9,161
2,291,504
378,515
314,233
198,649
641,497
20,000
220,064

$ 18,632,778

$ 739,152
5,163,648
448,542
268,292
(2,739,124)

3,880,510
196,705
-
2,183,402
1,397,140
187,170

$ 7,844,927
2015
$ 958,336
11,904,615

1,052,305

641,493
(2,400,349)
12,156,400

8,872

2,057,476

559,958

359,543

208,400

553,139

-
156,651
$ 16,060,439
$ 694,925

3,454,229

505,502

318,419
(2,042,761)

2,930,314

301,303

1,483

1,414,123

1,758,093
123,827
$ 6,529,143

For the purpose of monitoring segment performance and allocating resources between segments:

  • a) All assets were allocated to reportable segments other than interests in associates accounted for using the equity method, other financial assets, and current and deferred tax assets. Goodwill was allocated to reportable segments. Assets used jointly by reportable segments were allocated on the basis of the revenues earned by individual reportable segments; and

  • b) All liabilities were allocated to reportable segments other than borrowings, other financial liabilities, current and deferred tax liabilities. Liabilities for which reportable segments are jointly liable were allocated in proportion to segment assets.

  • 176 -

3) Revenue from major product

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

Special material equipment

Test instrument equipment
Automatic equipment

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


2016
$ 2,269,057
8,587,377
382,288

$ 11,238,722
2015
$ 2,328,151

5,666,173
1,260,831
$ 9,255,155

4) Geographical information

The Group operates in three principal geographical areas - Republic of China, other Asia countries, and other.

The Group’s revenue from continuing operations from external customers and information on its non-current assets by geographical location are shown below.

Revenue from External

Republic of China

Asia
Other

Customers Customers


Non-current Assets Non-current Assets
**December 31 ** December 31


2016
$ 5,956,132
3,823,634

1,844,603

$ 11,624,369
2015
$ 5,542,291

2,423,594

1,726,480

$ 9,692,365
2016
$ 5,179,471

469,353

376,819

$ 6,025,643
2015
$ 4,298,284

457,730

394,092
$ 5,150,106

Non-current assets exclude non-current assets classified as financial instruments, investments accounted for using the equity method, and deferred tax assets.

5) Information about major customers

There were no revenue from any individual customer exceeded 10% of the Group’s revenue for the years ended December 31, 2016 and 2015.

  • 177 -

CHROMA ATE INC. AND SUBSIDIARIES

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

No. Financing Company
Name
Counterparty Financial
Statement
Account
Related
Parties
Maximum
Balance for
the Period
Ending
Balance
Balance Used
Interest
Rate
Financing
Provided
(Note 7)
Transaction
Amounts
Reasons for
Short-term
Financing
Allowance
for Bad Debt
**Collateral ** **Collateral ** Financing
Limit for
Each
Borrowing
Company
Financing
Company’s
Financing
Amount
Limits
Item Value
0 Chroma Ate Inc. (the
“Corporation”)
Chroma Systems Solutions
Inc.
Chroma Japan Corp.
Other receivable
Other receivable
Y
Y
$ 125,341
42,414
$ 125,341

40,847
$ 125,341

36,533
3.25%
-
a
a
$ 318,408
119,884
-
-
$ -
-
-
-
$ -
-
$ 1,061,663
(Note 1)

1,061,663
(Note 1)
$ 2,123,325
(Note 2)
2,123,325
(Note 2)
1 Chroma Electronics
(Shenzhen) Co., Ltd.
Chroma Ate (Suzhou) Ltd. Other receivable Y 15,421
15,421

-
- a 38,948 - - - -
45,437
(Note 3)
90,873
(Note 4)
2 Wei Kuang Automatic
Equipment (Xiamen)
Co., Ltd.
Chroma (Shanghai)
Trading Co., Ltd.
Other receivable Y 3,694
-

-
2.6% b - Purchase for
PPE
- - -
175,882
(Note 5)
175,882
(Note 5)

Note 1: Based on 10% of the net value of the Corporation ($10,616,627 × 10% = $1,061,663).

Note 2: Based on 20% of the net value of the Corporation ($10,616,627 × 20% = $2,123,325).

Note 3: Based on 10% of the net value calculated on the latest financial statements of borrowing company that have been audited ($454,366 × 10% = $45,437).

Note 4: Based on 20% of the net value calculated on the latest financial statements of borrowing company that have been audited ($454,366 × 20% = $90,873).

Note 5: Based on 70% of the net value calculated on the latest financial statements of borrowing company that have been audited ($251,260 × 70% = $175,882).

Note 6: The amounts listed in columns were translated into New Taiwan dollars at the exchange rate of US$1=NT$32.250, RMB1=NT$4.617 and JPY1 = NT$0.276 as of December 31, 2016.

  • Note 7: Financing provided: a. For transactions. b. For short-term financing.

  • 178 -

TABLE 2

CHROMA ATE INC. AND SUBSIDIARIES

ENDORSEMENT/GUARANTEE PROVIDED FOR THE YEAR ENDED DECEMBER 31, 2016

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

No. Endorsement/
Guarantee Provider
Counterparty Counterparty Limits on Each
Counter-party’s
Endorsement/
Guarantee
Amount
(Note 1)

Highest Amount
of Guarantee
Provided for the
Year


Ending Balance
Amount of
Guarantee
Actually Used
Value of
Collateral
Ratio of
Accumulated
Amount of
Collateral to
Net Equity
Shown in the
Latest Financial
Statements

Maximum
Collateral/
Guarantee
Amounts
Allowable
(Note 2)
Endorsed/
Guaranteed to
Subsidiaries by
Parent
Company
Endorsed/
Guaranteed to
Parent
Company by
Subsidiaries
Endorsed/
Guaranteed to
Investees in
Mainland China
Name Nature of Relationship
0 Chroma Ate Inc. Chroma USA
Chroma Japan Corp.
Quantel Private Ltd.
Subsidiary
Subsidiary
Subsidiary
$ 1,592,494
1,592,494
1,592,494
$ 129,000
34,100
44,580
$ 64,500
34,100
44,580
$ 64,500
22,080
-
$ -
-
-
0.61%
0.32%
0.42%
$ 3,184,988
3,184,988
3,184,988
Y
Y
Y
-
-
-
-
-
-
  • Note 1: According to Regulation of the “Procedures for Endorsement/Guarantee and lending of Funds”, the Corporation limits the endorsement/guarantee amount on each entity to (a) within 15% of the net value of the Corporation ($10,616,627 × 15% = $1,592,494) and (b) the capital issued of the entity endorsed/guaranteed, but 100% held subsidiary is not limited by the regulation.

Note 2: According to Regulation of the “Procedures for Endorsement/Guarantee and Lending of Funds”, the Corporation limits the endorsement/guarantee amount within the 30% of the net value of the Corporation ($10,616,627 × 30% = $3,184,988).

Note 3: The amounts listed in columns were translated into New Taiwan dollars at the exchange rate of US$1=NT$32.250, JPY1 = NT$0.276 as of December 31, 2016.

  • 179 -

TABLE 3

CHROMA ATE INC. AND SUBSIDIARIES

MARKETABLE SECURITIES HELD FOR THE YEAR ENDED DECEMBER 31, 2016

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

Holding Company Name Marketable Securities Type and Issuer Relationship with the
Holding Company
Financial Statement Account December 31, 2016 December 31, 2016 Note
Shares/Units
(Thousands)
Carrying Value Percentage of
Ownership
Market Value or
Net Asset Value
Chroma Ate Inc. (the “Corporation”)
Chroma New Material Corp.
Chroma Investment Co., Ltd.
Adivic Technology Co.
Chen Hwa Technology Inc.
Fund
The RSIT Enhanced Money Market Fund
Paradigm Pion Money Market Fund
Yuanta Wan Tai Money Market Fund
Fuh Hwa You Li Money Market Fund
Cathay Taiwan Money Market Fund
Mega Diamond Money Market Fund
Union Money Market Fund
Stocks
DynaColor, Inc.
Chunghwa Telecom Co., Ltd.
China Communications Media Group Co., Ltd.
WK Technology Fund IX Ltd.
Twoway Catv Service Inc.
Tian Zheng International Precision Machinery Co., Ltd.
WK Technology Fund IV Ltd.
WK Technology Fund VI Ltd.
WI Harper INC Fund VII LP
Fund
Fuh Hwa You Li Money Market Fund
The RSIT Enhanced Money Market Fund
Paradigm Pion Money Market Fund
Fund
Hua Nan Kirin Money Market Fund
Stocks
Greatek Electronics Inc.
Adlink Technology Inc.
ICHIA Tech. 2nd Unsecured Convertible Bond
Chroma Ate Inc.
Fei Hong Industrial Co., Ltd.
Cosmactive Broadband Networks Co., Ltd.
Prance System Technology Co., Ltd.
Fund
Cathay Taiwan Money Market Fund
Stocks
Hangzhou New Material Chroma Co., Ltd.
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
The Corporation
-
-
-
-
-
Available for sale financial assets - current
Available for sale financial assets - current
Available for sale financial assets - current
Available for sale financial assets - current
Available for sale financial assets - current
Available for sale financial assets - current
Available for sale financial assets - current
Available for sale financial assets - non-current
Available for sale financial assets - non-current
Available for sale financial assets - non-current
Financial assets carried at cost - non-current
Financial assets carried at cost - non-current
Financial assets carried at cost - non-current
Financial assets carried at cost - non-current
Financial assets carried at cost - non-current
Financial assets carried at cost - non-current
Available-for-sale financial assets - current
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 - non-current
Financial assets carried at cost - non-current
Financial assets carried at cost - non-current
Financial assets carried at cost - non-current
Available for sale financial assets - current
Financial assets carried at cost - non-current
24,722
24,732
18,863
21,184
21,282
36,520
13,098
6,050
412
26
4,614
3,561
2,300
2,560
1,806
-
6,829
4,525
2,642
5,768
85
68
10
1,916
4,174
26
111
1,419
-
$ 293,219
283,281
283,154
283,043
262,784
453,518
171,363
271,962
41,857
414
46,140
39,218
33,000
25,600
18,063
10,152
91,238
53,674
30,264
68,443
3,318
4,135
983
144,435
17,175
110
-
17,523
9,191
-
-
-
-
-
-
-
6.1
-
-
4.6
4.4
9.7
1.9
1.4
-
-
-
-
-
-
-
-
-
10.3
1.5
5.1
-
19.0
$ 293,219
283,281
283,154
283,043
262,784
453,518
171,363
271,962
41,857
414
-
-
-
-
-
-
91,238
53,674
30,264
68,443
3,318
4,135
983
144,435
-
-
-
17,523
-
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 1
Note 1
Note 1
-
-
-
-
-
-
Note 2
Note 2
Note 2
Note 2
Note 1
Note 1
Note 1
Note 1
-
-
-
Note 2
-

Note 1: Based on the closing price as of December 31, 2016. Note 2: Based on the net asset value of the fund as of December 31, 2016.

  • 180 -

TABLE 4

CHROMA ATE INC. AND SUBSIDIARIES

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

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

Company
Name
Type of
Property
Transaction
Date
Transaction
Amount
Payment Term Counter-party Nature of
Relationship
Prior Transaction of Related Counter-party Prior Transaction of Related Counter-party Prior Transaction of Related Counter-party Prior Transaction of Related Counter-party Price
Reference
Purpose of
Acquisition
Other Terms

Owner
Relationship
Transfer
Date
Amount
Chroma Ate Inc. Construction in
progress and
prepayments
for equipment.

2016.07.25
$ 875,716 Based on a
contract; third
installment had
been paid.
Ministry of the
Interior,
Republic of
China
- - - - $ - Public
bidding
Manufacturing,
R&D,
operating and
building
employee
dormitories
Note

Note: Please see Note 33 to the financial statements for related information.

  • 181 -

TABLE 5

CHROMA ATE INC. AND SUBSIDIARIES

TOTAL PURCHASE FROM OR SALE 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)

Company Name Related Party Nature of
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 **
Chroma Ate Inc. (the “Corporation”)
Neworld Electronics Ltd.
Chroma Ate Inc. (the “Corporation”)
Chroma Ate Inc. (USA)
Chroma Ate Inc. (the “Corporation”)
Chroma Systems Solutions Inc.
Chroma Ate Inc. (the “Corporation”)
Chroma Electronics (Shenzhen) Co.,
Ltd.
Chroma Ate Inc. (the “Corporation”)
Chroma Ate Europe B.V.
Chroma Ate Inc. (the “Corporation”)
Chroma Ate (Suzhou) Ltd.
Chroma Ate Inc. (the “Corporation”)
Chroma Japan Corp.
Chroma Ate Inc. (the “Corporation”)
Quantel Private Ltd.
Chroma Ate Inc. (the “Corporation”)
Wei Kuang Automatic Equipment
Co., Ltd.
Neworld Electronics Ltd.
Chroma Ate Inc. (the “Corporation”)
Chroma Ate Inc. (USA)
Chroma Ate Inc. (the “Corporation”)
Chroma Systems Solutions Inc.
Chroma Ate Inc. (the “Corporation”)
Chroma Electronics (Shenzhen) Co.,
Ltd.
Chroma Ate Inc. (the “Corporation”)
Chroma Ate Europe B.V.
Chroma Ate Inc. (the “Corporation”)
Chroma Ate (Suzhou) Ltd.
Chroma Ate Inc. (the “Corporation”)
Chroma Japan Corp.
Chroma Ate Inc. (the “Corporation”)
Quantel Private Ltd.
Chroma Ate Inc. (the “Corporation”)
Wei Kuang Automatic Equipment Co.,
Ltd.
Chroma Ate Inc. (the “Corporation”)
Subsidiary
Parent company
Subsidiary
Parent company
Subsidiary
Parent company
Subsidiary
Parent company
Subsidiary
Parent company
Subsidiary
Parent company
Subsidiary
Parent company
Subsidiary
Parent company
Subsidiary
Parent company
(Sale)
Purchase
(Sale)
Purchase
(Sale)
Purchase
(Sale)
Purchase
(Sale)
Purchase
(Sale)
Purchase
(Sale)
Purchase
(Sale)
Purchase
Purchase
(Sale)
$(2,495,216)
2,495,216
(503,795)
503,795
(318,408)
318,408
(296,132)
296,132
(238,759)
238,759
(183,621)
183,621
(119,884)
119,884
(110,939)
110,939
313,453
(313,453)
(34)
100
(7)
100
(4)
100
(4)
100
(3)
100
(3)
100
(2)
100
(2)
100
9
(50)
Net 90 days after delivery
Net 90 days after delivery
Net 180 days after delivery
Net 180 days after delivery
Net 90 days after delivery
Net 90 days after delivery
Net 90 days after monthly
closing
Net 90 days after monthly
closing
Net 90 days after delivery
Net 90 days after delivery
Net 120 days after delivery
Net 120 days after delivery
Net 90 days after delivery
Net 90 days after delivery
Net 90 days after delivery
Net 90 days after delivery
Net 90 days after monthly
closing
Net 90 days after monthly
closing
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Note
Note 1
-
-
-
-
-
-
Note
Note
-
-
-
-
-
-
$ 672,460
(672,460)
208,527
(208,527)
154,742
(154,742)
65,194
(65,194)
122,469
(122,469)
92,500
(92,500)
119,209
(119,209)
33,567
(33,567)
(53,261)
53,261
29
(100)

9
(100)

7
(100)

3
(100)

5
(100)

4
(100)

5
(100)
1
(100)
(5)
32
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-

Note: The actual credit period longer than other customers, approximately 12 months.

  • 182 -

TABLE 6

CHROMA ATE INC. AND SUBSIDIARIES

RECEIVABLES FROM 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)

Company Name Related Party Nature of
Relationship
Ending Balance Turnover Rate Overdue Overdue Amount Received
in Subsequent
Period (Note)
Allowance for
Bad Debts
Amount Action Taken
Chroma Ate Inc.
(the “Corporation”)
Neworld Electronics Ltd.
Chroma Ate Inc. (USA)
Testar Electronic Corporation
Chroma Ate Europe B.V.
Chroma System Solutions Inc.
Chroma Japan Corp.
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Accounts receivable
$ 672,460
Accounts receivable
208,527
Accounts receivable
124,435
Accounts receivable
122,469
Accounts receivable
154,742
Other receivable - financing provided 125,341
Accounts receivable
119,209
Other receivable - financing provided
36,533
5.65
1.88
0.34
2.74
2.26
-
1.06
-
$ -
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$ 307,072
83,283
16,837
57,297
62,126
-
9,597
-
$ -
-
-
-
-
-
-
-

Note: The amounts had been accrued as of February 21, 2017.

  • 183 -

TABLE 7

CHROMA ATE INC. AND SUBSIDIARIES

NAMES, LOCATIONS, AND OTHER INFORMATION OF INVESTEES ON WHICH THE CORPORATION EXERCISES SIGNIFICANT INFLUENCE FOR THE YEAR ENDED DECEMBER 31, 2016

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

Investor Investee Location Main Businesses and Products Investment Amount Investment Amount Balance as of December 31, 2016 as of December 31, 2016 Net Income
(Loss) of the
Investee
Investment
Gain (Loss)
Note
December 31,
2016
December 31,
2015
Shares
(Thousands)
Percentage of
Ownership
Carrying
Value
Chroma Ate Inc.
(the “Corporation”)
Chroma Ate Inc. (USA)
San Eagle Development Corp.
EVT Technology Co., Ltd.
Advic Technology Co., Ltd.
Neworld Electronics Ltd.
San Eagle Development Corp.
Adlink Technology Inc.
Chroma New Material Corporation
Wei Kuang Automatic Equipment Co., Ltd.
CHI Incorporation Ltd.
Quantel Private Ltd.
Chen Hwa Technology Inc.
Chroma Investment Co., Ltd.
Chroma Ate Europe B.V.
DynaScan Technology Corp.
Chroma Ate Inc. (USA)
Sensational Holding Ltd.
Adivic Technology Co.
Chroma Japan Corp.
Chroma Systems Solutions, Inc.
Deep Red Holding Co., Ltd.
Chih Ho Shun Development Co., Ltd.
Testar Electronic Corporation
EVT Technology Co., Ltd.
Chroma Systems Solutions Inc.
Wei Kuang Mech Eng Inc.
Wei Da Electric Vehicle Co., Ltd.
Advic Holding Corporation
Hong Kong
British Virgin Islands
New Taipei, Taiwan
Taoyuan, Taiwan
Hsinchu, Taiwan
British Virgin Islands
Singapore
British Virgin Islands
New Taipei, Taiwan
The Netherlands
Taoyuan, Taiwan
U.S.A.
British Virgin Islands
Taipei, Taiwan
Japan
U.S.A.
Mauritius
Taoyuan, Taiwan
Taoyuan, Taiwan
Taoyuan, Taiwan
U.S.A.
Mauritius
Pingtung, Taiwan
Samoa
Sale and maintenance of electronic test instruments, etc.
Investment
Manufacturing, processing and retailing of software/hardware of
computers and peripherals
Sale and processing of gold wire
Design, manufacturing, installment and testing of automated
factory conveyor systems
Test of inductance, capacitance and resistance, and sale of parts
Sale and maintenance of test instruments, etc.
Test of inductance, capacitance and resistance, and sale of parts
Investment
Sale and maintenance of electronic test instruments etc.
Research and manufacture of LED generators
Sale and maintenance of electronic test instruments, etc.
Investment
Sale and research of RF device
Sale and maintenance of electronic test instruments, etc.
Sale and maintenance of electronic test instruments, etc.
Investment
Construction and development of residence, buildings and
specialized field; construction and investment of public works
Testing of LED products
Manufacturing of motorcycles and its parts
Sale and maintenance of electronic test instruments, etc.
Investments
Sale and lease of motorcycles
Sale and research of RF device
$ 271,873
186,514
165,146
480,715
533,000
122,884
112,328
98,217
80,000
54,026
238,746
29,895
38,301
142,800
147,125
29,628
12,217
17,500
247,096
27,623
64
185,686
3,750
15,223
$ 271,873
186,514
82,325
480,715
533,000
122,884
-
98,217
80,000
54,026
238,746
29,895
38,301
112,200
147,125
29,628
12,217
17,500
247,096
27,623
64
185,686
3,750
15,223
64,013
2,050
24,502
25,000
10,000
3,830
1,914
3,085
14,000
1
9,841
1,000
1,200
14,280
9
120
215
1,750
20,160
2,658
240
4,475
375
500
100.0
100.0
11.3
100.0
100.0
100.0
60.0
100.0
100.0
100.0
27.3
100.0
100.0
51.0
100.0
25.0
100.0
35.0
67.2
53.2
50.0
100.0
75.0
100.0
$ 696,690
567,548
535,490
439,369
316,050
109,043
108,073
106,449
106,210
85,621
88,414
70,824
53,358
35,298
(36,904)
(43,893)
49,021
17,593
(5,545)
2,396
129,226
559,634
(3,926)
(10,776)
$ 81,411
(12,895)
438,783
47,089
69,445
21,946
13,897
2,928
4,011
8,716
45,140
11,343
1,583
(57,450)

(13,118)

72,010
7,587
251

(44,227)
(11,002)
72,010
(12,841)

3,078

(16,181)
$ 81,411

(12,895)
49,568
47,089
69,459

21,946

7,500
2,928
(534)
8,716
12,323
11,231
1,583

(31,309)

(13,118)
18,002
7,587
88

(29,720)

(5,848)
NA

NA

NA

NA
Subsidiary
Subsidiary
Associate
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Associate
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Joint venture
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
  • 184 -

TABLE 8

CHROMA ATE INC. AND SUBSIDIARIES

INVESTMENT IN MAINLAND CHINA FOR THE YEAR ENDED DECEMBER 31, 2016

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

Investee Company Main Businesses and Products Total Amount of
Paid-in Capital
(Note 2)

Method of Investment
(Note 1)
Accumulated
Outflow of
Investment from
Taiwan as of
January 1, 2016
(Note 3)
Investment Flows Investment Flows Accumulated
Outflow of
Investment from
Taiwan as of
December 31,
2016
(Note 3)

Net Income
(Loss) of the
Investee
Percentage of
Ownership in
Investment
Investment
Gain (Loss)
(Notes 4 and 5)
Carrying
Value as of
December 31,
2016
(Note 2)
Accumulated
Inward
Remittance of
Earnings as of
December 31,
2016

Outflow
Inflow
Chroma Electronics (Shenzhen) Co., Ltd.
Chroma Electronics (Shanghai) Co., Ltd.
Chroma (Shanghai) Trading Co., Ltd.
Hangzhou New Material Chroma Co., Ltd.
Chroma Ate (Suzhou) Ltd.
Wei Kuang Automatic Equipment (Nanjin)
Co., Ltd.
Wei Kuang Automatic Equipment (Xiamen)
Co., Ltd.
Mou Kuan Technologies (Nanjin) Co., Ltd.
Sajet System Technology (Suzhou) Co., Ltd.
Sale of power supplies automatic test
systems, signal generators, DC electronic
load, color analyzer, uninterruptible power
supply, switching mode rectifier and etc.
Sale of power supplies automatic test
systems, signal generators, DC electronic
load, uninterruptible power supply,
switching mode rectifier and etc.
International and transit trading, commercial
simple processing and commercial
consulting service and etc.
Production and sale of semiconductor
connecting materials
Sale of power supplies automatic test
systems, signal generators, DC electronic
load, uninterruptible power supply,
switching mode rectifier and etc.
Sale and maintenance of electronic
equipment and factory conveyor systems
Sale and maintenance of electronic
equipment and factory conveyor systems
Assembly, sale and maintenance of factory
conveyors and related systems and renders
related after-sales services
Research, development and design of
computer network security systems and
information management
$ 124,740
(HK$ 30,000)
96,750
(US$ 3,000)
87,075
(US$ 2,700)
48,375
(US$ 1,500)
122,550
(US$ 3,800)
54,808
(RMB 11,871)
52,712
(RMB 11,417)
8,020
(RMB
1,737)
8,015
(RMB
1,736)
b. Subsidiary of
Neworld Electronics
Ltd.
b. Subsidiary of
Neworld Electronics
Ltd.
b. Subsidiary of Chen
Hwa Technology Inc.
b. Subsidiary of Chen
Hwa Technology Inc.
b. Subsidiary of CHI
Incorporation Ltd.
b. Subsidiary of Wei
Kuang Mech Eng Inc.
b. Subsidiary of Wei
Kuang Mech Eng Inc.
b. Subsidiary of Wei
Kuang Mech Eng Inc.
b. Subsidiary of Deep
Red Holding Co.,
Ltd.
$ 132,178
(HK$ 1,200
US$ 3,853)
101,993
(US$ 3,000)
84,988
(US$ 2,700)
9,091
(US$ 285)
121,115
(US$ 3,800)

43,751
(US$ 1,338)

49,935
(US$ 1,500)

92,000
(US$ 2,836)
(Note 9)
$ -
-
-
-
-
-
-
-

-
$ -

-

-

-

-

-

-

-

-
$ 132,178
(HK$ 1,200
US$ 3,853)

101,993
(US$ 3,000)

84,988
(US$ 2,700)

9,091
(US$ 285)

121,115
(US$ 3,800)

43,751
(US$ 1,338)

49,935
(US$ 1,500)

92,000
(US$ 2,836)

(Note 9)
$ 63,973
13,732
(1,266)
20,608
21,976
(1,949)
(11,177)
984

7,569
100
100
100
19
100
100
100
100
100
$ 63,973
13,732
(1,266)
-
21,976
(1,949)
(11,177)
984
7,569
$ 454,207

67,900

90,042

9,191

172,118

217,623

253,001

47,311

49,020
$ -

-

-

-

-

-

-

-

-
Accumulated Investment in Mainland China as of
December 31, 2016
Investment Amounts Authorized by the
Investment Commission, MOEA
$635,051
(HK$1,200, US$19,312)
$695,162
(HK$1,400, US$21,086) (Note 6)

(Continued)

  • 185 -

Note 1: Methods of investment have following types:

  • a. Direct investment in mainland China.

  • b. Indirect investment in the Company of Mainland China through a third place. c. Other

Note 2: The amounts of paid-in capital and carrying value as of December 31, 2016 were translated into New Taiwan dollars at the rates of HK$1=NT$4.158, US$1=NT$32.250, RMB1=NT$4.617 vailing on December 31, 2016.

  • Note 3: The amounts of accumulated outflow of investment from Taiwan as of January 1, 2016 and December 31, 2016 were translated into New Taiwan dollars on the original outflow day.

  • Note 4: Based on audited financial statements.

Note 5: Investment income (loss) was translated into New Taiwan dollars at the average rate of HK$1=NT$4.156, US$1=NT$32.263, RMB1=NT$4.849 for the year ended December 31, 2016.

Note 6:

Approval Letter Approved Amount Approved Amount
a. Letter (1998) II-87710585 of Investment Commission of MOEA NT$ 5,852
(HK$
1,400)
b. Letter (2000) II-89014726 and 89037430 of Investment Commission of MOEA NT$ 63,180
(US$ 2,000)
c. Letter (2001) II-89037430 of Investment Commission of MOEA NT$ 33,160
(US$ 1,000)
d. Letter II-91048640 of Investment Commission of MOEA NT$ 63,984
(US$ 1,853) (Note 8)
e. Letter II-90025170 of Investment Commission of MOEA NT$ 60,240
(US$ 1,750)
f. Letter II-092020235 of Investment Commission of MOEA NT$ 19,230
(US$ 560)
g. Letter II-092043358 of Investment Commission of MOEA NT$ 6,748
(US$ 200)
h. Letter II-093004076 of Investment Commission of MOEA NT$ 3,158
(US$ 95)
i. Letter II-094006092 of Investment Commission of MOEA NT$ 6,896
(US$ 219)
j. Letter II-09500052120 of Investment Commission of MOEA NT$ 81,528
(US$ 2,500)
k. Letter II-09600175700 of Investment Commission of MOEA NT$ 120,000
(US$ 3,699)
l. Letter II-096000006020 of Investment Commission of MOEA NT$ 66,580
(US$ 2,000)
m. Letter II-09600310110 of Investment Commission of MOEA NT$ 33,160
(US$ 1,000)
n. Letter II-09700186010 of Investment Commission of MOEA NT$ 46,110
(US$ 1,500)
o. Letter II-09700403210 of Investment Commission of MOEA NT$ 7,096
(US$ 210) (Note 9)
p. Letter II-10400042770 of Investment Commission of MOEA NT$ 78,240
(US$ 2,500)

Note 7: The upper limit on investment was calculated in accordance with the regulations of the Investment Commission of the Ministry of Economic Affairs for 60% of the net equity or consolidated net equity.

Note 8: Chroma Ate Inc. invested accounts receivable amounting to US$853 thousand in Chroma Electronics (Shenzhen) Co., Ltd. through Neworld Electronics Ltd.

Note 9: The investment in Sajet Technology Inc. (liquidated on September 15, 2008) was authorized by the Investment Commission in 2004.

(Concluded)

  • 186 -

TABLE 9

CHROMA ATE INC. AND SUBSIDIARIES

BUSINESS RELATIONSHIPS AND SIGNIFICANT INTERCOMPANY TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 2016 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Number Company Name Counterparty Flow of
Transactions
(Note 1)
Transaction Details Transaction Details Percentage to
Consolidated
Total
Operating
Revenues or
Total Assets

Account
Amount Transaction Terms
0 Chroma Ate. Inc. (the “Corporation”) Neworld Electronics Ltd.
Chroma USA
Chroma Systems Solutions Inc.
Chroma Electronics (Shenzhen) Co., Ltd.
Chroma Europe
Chroma Ate (Suzhou) Ltd.
Chroma Japan
Quantel Private Ltd.
Chroma Electronics (Shanghai) Co., Ltd.
Testar Electronic Co.
EVT Technology Co., Ltd.
Wei Kuang Automatic Equipment Co., Ltd.
Chroma USA
Chroma Electronics (Shenzhen) Co., Ltd.
Testar Electronic Co.
Chroma Ate Europe B.V.
Adivic Technology Co.
Neworld Electronics Ltd.
Chroma Systems Solutions Inc.
Chroma Ate (Suzhou) Ltd.
Chroma Electronics (Shanghai) Co., Ltd.
Chroma Japan
Testar Electronic Co.
Chroma New Material Corporation
EVT Technology Co., Ltd.
Chroma Ate (Suzhou) Ltd.
Chroma Electronics (Shanghai) Co., Ltd.
Chroma USA
Chroma Electronics (Shenzhen) Co., Ltd.
Quantel Private Ltd.
Chroma Systems Solutions Inc.
Wei Kuang Automatic Equipment Co., Ltd.
Neworld Electronics Ltd.
Testar Electronic Co.
Quantel Private Ltd.
Chroma USA
a
a
a
a
a
a
a
a
a
a
a
a
a
a
a
a
a
a
a
a
a
a
a
a
a
a
a
a
a
a
a
a
a
a
a
a
Operating revenue
Operating revenue
Operating revenue
Operating revenue
Operating revenue
Operating revenue
Operating revenue
Operating revenue
Operating revenue
Operating revenue
Operating revenue
Operating costs
Operating costs
Operating costs
Operating costs
Operating costs
Operating costs
Operating costs
Operating costs
Operating costs
Operating costs
Operating costs
Rental income
Rental income
Rental income
Commissions expense
Commissions expense
Commissions expense
Commissions expense
Commissions expense
Commissions expense
Rental cost
Operating expense
Operating expense
Operating expense
Operating expense
$ 2,495,216
503,795
318,408
296,132
238,759
183,621
119,884
110,939
67,929
44,923
158
313,453
27,482
14,751
4,978
796
559
344
204
141
72
66
14,042
672
403
32,461
5,557
645
4,504
3,283
166
23
3,333
3,063
2,522
2,173
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
21
4
3
3
2
2
1
1
1
-
-
3
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-

(Continued)

  • 187 -
Number Company Name Counterparty Flow of
Transactions
(Note 1)
Transaction Details Transaction Details Percentage to
Consolidated
Total
Operating
Revenues or
Total Assets

Account
Amount Transaction Terms
Wei Kuang Automatic Equipment Co., Ltd.
Adivic Technology Co.
Chroma Systems Solutions Inc.
Neworld Electronics Ltd.
Chroma New Material Corporation
Testar Electronic Co.
Wei Kuang Automatic Equipment Co., Ltd.
Chroma Systems Solutions Inc.
Chroma Ate Europe B.V.
Wei Kuang Automatic Equipment Co., Ltd.
Neworld Electronics Ltd.
Chroma USA
Chroma Systems Solutions Inc.
Testar Electronic Co.
Chroma Europe
Chroma Japan
Chroma Ate (Suzhou) Ltd.
Chroma Electronics (Shenzhen) Co., Ltd.
Quantel Private Ltd.
Chroma Electronics (Shanghai) Co., Ltd.
EVT Technology Co., Ltd.
Chroma Systems Solutions Inc.
Chroma Systems Solutions Inc.
Chroma Systems Solutions Inc.
Chroma Japan
Testar Electronic Co.
Neworld Electronics Ltd.
Chroma New Material Corporation
EVT Technology Co., Ltd.
Wei Kuang Automatic Equipment Co., Ltd.
Chroma Electronics (Shenzhen) Co., Ltd.
Chroma USA
Adivic Technology Co.
Chroma Systems Solutions Inc.
Chroma Japan
Chroma Ate Europe B.V.
Testar Electronic Co.
Chroma USA
Chroma Electronics (Shanghai) Co., Ltd.
Quantel Private Ltd.
Chroma Japan
Adivic Technology Co.
Chroma Ate (Suzhou) Ltd.
Wei Kuang Automatic Equipment Co., Ltd.
Neworld Electronics Ltd.
Chroma USA
Chroma Ate Europe B.V.
a
a
a
a
a
a
a
a
a
a
a
a
a
a
a
a
a
a
a
a
a
a
a
a
a
a
a
a
a
a
a
a
a
a
a
a
a
a
a
a
a
a
a
a
a
a
a
Operating expense
Operating expense
Interest revenue
Non-operating income
Non-operating income
Non-operating income
Non-operating income
Non-operating income
Non-operating income
Notes receivable
Accounts receivable
Accounts receivable
Accounts receivable
Accounts receivable
Accounts receivable
Accounts receivable
Accounts receivable
Accounts receivable
Accounts receivable
Accounts receivable
Accounts receivable
Interest receivable
Dividends receivable
Other receivable - financing provided
Other receivable - financing provided
Other receivable
Other receivable
Other receivable
Other receivable
Account payable
Account payable
Account payable
Account payable
Account payable
Account payable
Account payable
Accrued expense
Accrued expense
Accrued expense
Accrued expense
Accrued expense
Accrued expense
Accrued expense
Accrued expense
Accrued expense
Receipts in advance
Temporary receipts
$ 771
211
4,071
14,146
6,000
600
337
9
3
354
672,460
208,527
154,742
124,435
122,469
119,209
92,500
65,194
33,567
3,101
166
675
4,838

125,341

36,533
66,542
3,727
1,780
106
53,261
14,646
4,471
455
202
46
33
989
723
384
239
156
75
50
14
2
654
48
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Note 3
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
-
-
-
-
-
-
-
-
-
-
4
1
1
1
1
1
-
-
-
-
-
-
-
1
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-

(Continued)

  • 188 -
Number Company Name Counterparty Flow of
Transactions
(Note 1)
Transaction Details Transaction Details Percentage to
Consolidated
Total
Operating
Revenues or
Total Assets

Account
Amount Transaction Terms
1 Chroma USA Advic Holding Corp.
Chroma Japan
Testar Electronic Co.
Quantel Private Ltd.
Adivic Technology Co.
Advic Holding Corp.
Chroma Japan
Testar Electronic Co.
Chroma Systems Solutions Inc.
Adivic Technology Co.
b
b
b
b
b
b
b
b
a
b
Operating revenue
Operating revenue
Operating revenue
Operating costs
Operating costs
Accounts receivable
Accounts receivable
Accounts receivable
Dividends receivable
Account payable
$ 16,180
3,651
145
1,633
444
11,584
3,559
53
9,675
431
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
-
-
-
-
-
-
-
-
-
-
2 Chroma Systems Solutions Inc. Quantel Private Ltd.
Chroma Ate Europe B.V.
Chroma Ate Europe B.V.
b
b
b
Operating revenue
Operating revenue
Accounts receivable
48
9
8
Based on regular terms
Based on regular terms
Based on regular terms
-
-
-
3 Neworld Electronics Ltd. Chroma Electronics (Shenzhen) Co., Ltd.
Chroma Ate (Suzhou) Ltd.
Chroma Electronics (Shanghai) Co., Ltd.
Chroma Ate (Suzhou) Ltd.
Chroma Electronics (Shenzhen) Co., Ltd.
Chroma Ate (Suzhou) Ltd.
Chroma Electronics (Shenzhen) Co., Ltd.
Chroma Electronics (Shanghai) Co., Ltd.
Sajet System Technology (Suzhou) Co., Ltd.
Chroma Electronics (Shenzhen) Co., Ltd.
Chroma Ate (Suzhou) Ltd.
Chroma Electronics (Shanghai) Co., Ltd.
Chroma Electronics (Shenzhen) Co., Ltd.
Wei Kuang Automatic Equipment Co., Ltd.
Chroma Ate (Suzhou) Ltd.
Chroma Ate (Suzhou) Ltd.
Chroma Electronics (Shenzhen) Co., Ltd.
Chroma Electronics (Shanghai) Co., Ltd.
Wei Kuang Automatic Equipment (Nanjin) Co., Ltd.
a
b
a
b
a
b
a
a
b
a
b
a
a
b
b
b
a
a

b
Operating revenue
Operating revenue
Operating revenue
Operating costs
Operating costs
Commissions expense
Commissions expense
Commissions expense
Commissions expense
Accounts receivable
Accounts receivable
Accounts receivable
Other receivable
Prepayments
Account payable
Other payable
Other payable
Other payable
Receipts in advance
801,605
123,405
53,859
3,094
116
62,346
56,983
19,041
369
282,743
36,944
14,514
119,686
121,826
2,465
5,486
2,213
705
121,889
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
7
1
-
-
-
1
-
-
-
2
-
-
1
1
-
-
-
-
1
4 Chroma Electronics (Shenzhen) Co., Ltd. Chroma Ate (Suzhou) Ltd.
Chroma Electronics (Shanghai) Co., Ltd.
Sajet System Technology (Suzhou) Co., Ltd.
Adivic Technology Co.
Chroma Ate (Suzhou) Ltd.
Chroma Electronics (Shanghai) Co., Ltd.
Chroma (Shanghai) Trading Co., Ltd.
Sensational
Chroma Electronics (Shanghai) Co., Ltd.
Wei Kuang Automatic Equipment (Xiamen) Co.,
Ltd.
Chroma Ate (Suzhou) Ltd.
b
b
b
b
b
b
b
b
b
b
b
Operating revenue
Operating revenue
Operating revenue
Operating revenue
Operating costs
Operating costs
Rent expense
Rent expense
Commissions expense
Commissions expense
Commissions expense
38,948
7,176
553
1,159
3,737
92
2,511
291
2,859
811
59
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
-
-
-
-
-
-
-
-
-
-
-
(Continued)
  • 189 -
Number Company Name Counterparty Flow of
Transactions
(Note 1)
Transaction Details Transaction Details Percentage to
Consolidated
Total
Operating
Revenues or
Total Assets

Account
Amount Transaction Terms
Chroma Ate (Suzhou) Ltd.
Chroma Electronics (Shanghai) Co., Ltd.
Sajet System Technology (Suzhou) Co., Ltd.
Chroma (Shanghai) Trading Co., Ltd.
Chroma Electronics (Shanghai) Co., Ltd.
Chroma Ate (Suzhou) Ltd.
b
b
b
b
b
b
Accounts receivable
Accounts receivable
Accounts receivable
Other receivable
Account payable
Account payable
$ 43,352
7,479
2
2,468
2,576
997
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
-
-
-
-
-
-
5 Chroma Electronics (Shanghai) Co., Ltd. Chroma Ate (Suzhou) Ltd.
Chroma Ate (Suzhou) Ltd.
Sajet System Technology (Suzhou) Co., Ltd.
Chroma Ate (Suzhou) Ltd.
Chroma Ate (Suzhou) Ltd.
b
b
b
b
b
Operating revenue
Operating costs
Commissions expense
Accounts receivable
Account payable
6,107
11,432
275
997
10,711
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
-
-
-
-
-
6 Wei Kuang Automatic Equipment (Xiamen)
Co., Ltd.
Chroma Ate (Suzhou) Ltd.
Wei Kuang Automatic Equipment (Nanjin) Co., Ltd.
Wei Kuang Automatic Equipment Co., Ltd.
Mou Kuan Technologies (Nanjin) Co., Ltd.
Sajet System Technology (Suzhou) Co., Ltd.
Wei Kuang Automatic Equipment (Nanjin) Co., Ltd.
Wei Kuang Automatic Equipment Co., Ltd.
Chroma Ate (Suzhou) Ltd.
Wei Kuang Automatic Equipment (Nanjin) Co., Ltd.
Mou Kuan Technologies (Nanjin) Co., Ltd.
Wei Kuang Automatic Equipment Co., Ltd.
Wei Kuang Automatic Equipment (Nanjin) Co., Ltd.
b

b
b
b
b

b
b
b

b
b
b

b
Operating revenue
Operating revenue
Operating costs
Operating costs
Operating costs
Operating costs
Operating expense
Accounts receivable
Accounts receivable
Account payable
Account payable
Receipts in advance
1,869
31
3,322
1,577
236
58
5,396
2,082
2
355
179
16,206
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
-
-
-
-
-
-
-
-
-
-
-
-
7 Wei Kuang Automatic Equipment (Nanjin)
Co., Ltd.
Mou Kuan Technologies (Nanjin) Co., Ltd.
Chroma Ate (Suzhou) Ltd.
Mou Kuan Technologies (Nanjin) Co., Ltd.
Wei Kuang Automatic Equipment Co., Ltd.
Wei Kuang Automatic Equipment Co., Ltd.
Mou Kuan Technologies (Nanjin) Co., Ltd.
Mou Kuan Technologies (Nanjin) Co., Ltd.
Wei Kuang Automatic Equipment Co., Ltd.
b
b
b
b
b
b
b
b
Operating revenue
Operating revenue
Operating costs
Operating costs
Operating expense
Accounts receivable
Account payable
Account payable
1,606
390
595
76
566
417
313
76
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
-
-
-
-
-
-
-
-
8 Chroma Ate (Suzhou) Ltd. Chroma Japan
Sajet System Technology (Suzhou) Co., Ltd.
Chroma Japan
Sajet System Technology (Suzhou) Co., Ltd.
b
b
b
b
Operating revenue
Commissions expense
Accounts receivable
Account payable
56
526
6
531
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
-
-
-
-
9 EVT Technology Co., Ltd. Wei Da Electric Vehicle Co., Ltd. a Accounts receivable 1,219 Based on regular terms -
10 Testar Electronic Co. Chroma Japan
Chroma Japan
b
b
Operating revenue
Accounts receivable
107
83
Based on regular terms
Based on regular terms
-
-

(Continued)

  • 190 -

(Concluded)

Note 1: a. From parent to subsidiary.

  • b. Between subsidiaries.

Note 2: The prices were determined after taking the selling and post-sale service expenses into consideration. Note 3:The collection periods of about 12 months were longer than those for third parties.

  • 191 -

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders Chroma Ate Inc.

Opinion

We have audited the financial statements of Chroma Ate Inc. (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.

The key audit matters of the financial statements for the year ended December 31, 2016 are described as follows:

Impairment of Property, Plant and Equipment

In accordance with IAS 36 - Impairment of Asset, management assesses periodically whether there is any indication that property, plant and equipment may be impaired. If there is an indication that an asset may be impaired, management should estimate the recoverable amount of the asset or the cash-generating unit to which the asset belongs based on subjective judgements about the asset’s usage and industry conditions. Since the management’s evaluation of impairment and determination of the recoverable amount of an asset require management’s subjective judgements and assumptions, impairment of asset is deemed to be a key audit matter.

192

Management determined that there is no indication that the property, plant and equipment may be impaired based on the assessment of industry trend, market conditions, and the Corporation’s operation performance and financial status. We have performed the audit procedures, included reviewing the impairment assessment of property, plant and equipment prepared by the management and assessing the rationale of underlying information used, to evaluate the appropriateness of the impairment indication assessment performed by the management.

Other information related to property, plant and equipment is disclosed in Notes 5 and 13.

Evaluation of Write-down of Inventories

The Corporation’s inventories are primarily test instruments widely used in technology industries including power supply, passive components, semiconductor, LED, and solar energy. The Corporation needs to change the product combinations in response to the rapid change in the market and business fluctuation. The market competition or technique replacement may result in the risk that inventories cannot be sold, or prices may be reduced due to lack of demand in the market. As stated in Note 5 - Critical accounting judgments and key sources of estimation uncertainty, inventory valuation includes the consideration of whether the test instruments are obsolete or unmarketable and the estimation of demand for the products in the future. Since the evaluation process involves material assumptions and estimations, the valuation of inventories is deemed to be a key audit matter.

We assessed the rationale of the Corporation’s policy on providing allowance for inventory valuation and obsolescence losses, and we tested the accuracy of inventory aging report. We also reviewed the sales forecast of the products, tested the recent selling prices, and participated in annual inventory count to observe the condition of the inventories in order to evaluate the reasonableness of the inventory value.

Please refer to Note 11 to the financial statements for the details of the information about inventories.

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 supervisor, are responsible for overseeing the Corporation’s financial reporting process.

  • 193 -

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.

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.

  • 194 -

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.

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 Yi-Wen Wang and Wen-Chi Kuo.

Deloitte & Touche Taipei, Taiwan Republic of China

February 21, 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.

  • 195 -

CHROMA ATE INC.

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 of fair value through profit or loss - current (Notes 4 and 7)
Available-for-sale financial assets - current (Notes 4 and 8)
Notes receivable
Notes receivable - related parties (Note 26)
Accounts receivable, net (Notes 4 and 10)
Accounts receivable - related parties (Notes 4, 10 and 26)
Other receivables - related parties (Note 26)
Inventories (Notes 4, 5 and 11)
Prepayments
Other current assets (Note 26)

Total current assets

NON-CURRENT ASSETS
Available-for-sale financial assets non-current (Notes 4 and 8)
Financial assets carried at cost non-current (Notes 4 and 9)
Investments accounted for using equity method (Notes 4 and 12)
Property, plant and equipment (Notes 4, 13 and 27)
Goodwill (Notes 4 and 14)
Deferred tax assets (Notes 4 and 21)
Prepayments for land and equipment
Refundable deposits
Prepayments for investments
Other non-current assets

Total non-current assets

TOTAL

LIABILITIES AND EQUITY

CURRENT LIABILITIES

Short-term borrowings (Note 15)

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

Notes payable (Note 26)

Accounts payable

Accounts payable - related parties (Note 26)

Other payables (Note 17)

Current tax liabilities (Notes 4 and 21)

Receipts in advance (Note 26)

Current portion of long-term borrowings (Notes 4 and 15)

Other current liabilities - other (Note 26)


Total current liabilities


NON-CURRENT LIABILITIES

Bonds payable (Notes 4 and 16)

Long-term borrowings (Notes 4 and 15)

Deferred tax liabilities (Notes 4 and 21)

Net defined benefit liabilities (Notes 4 and 18)

Guarantee deposits received


Total non-current liabilities


Total liabilities


EQUITY ATTRIBUTABLE TO OWNERS OF THE CORPORATION (Notes 19 and 23)

Common stock

Capital surplus

Retained earnings

Legal reserve

Special reserve

Unappropriated earnings

Total retained earnings

Other equity

Treasury shares


Total equity


TOTAL
2016
Amount
%
$ 1,624,838
10
725
-
2,030,362
12
4,478
-
354
-
683,832
4
1,604,262
10
161,874
1
1,458,032
9
30,995
-

109,537

-


7,709,289
46

314,233
2
172,173
1
3,301,105
20
1,805,031
11
94,424
1
131,806
1
3,035,154
18
2,076
-
20,000
-

960

-


8,876,962
54

$ 16,586,251
100

$ -
-

-
-

510
-

1,070,615
6

81,610
-

658,120
4

248,414
2

167,082
1

800,000
5

10,651

-



3,037,002
18



1,397,140
9

1,200,000
7

177,153
1

157,760
1

569

-



2,932,622
18



5,969,624
36



3,898,872
23


1,960,159
12


1,724,576
10

86,888
1

2,923,811
18


4,735,275
29


58,035

-


(35,714)

-


10,616,627
64


$ 16,586,251
100
2015
































































































Amount
%
$ 878,892
6

-
-

1,824,521
13

6,784
-

3,920
-

591,750
4

1,063,503
8

168,854
1

1,300,519
9

51,834
1

109,114

1

5,999,691
43

359,543
2

181,760
1

3,339,519
24

1,844,215
13

94,424
1

88,429
1

2,046,426
15

1,943
-

-
-

8,966

-

7,965,225
57
$ 13,964,916
100
$ 100,000
1

1,483
-

35
-

534,402
4

34,647
-

459,173
4

136,340
1

28,111
-

-
-

16,515

-

1,310,706
10

1,758,093
12

1,230,000
9

115,166
1

140,281
1

566

-

3,244,106
23

4,554,812
33

3,791,699
27

1,302,269

9

1,600,920
11

86,888
1

2,264,377
16

3,952,185
28

399,665

3

(35,714)

-

9,410,104
67
$ 13,964,916
100

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

  • 196 -

CHROMA ATE INC.

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

OPERATING REVENUES (Notes 4 and 26)
Sale revenues

Less: Sales returns
Sales allowances

Net operating revenues

OPERATING COSTS (Notes 11, 20 and 26)

GROSS PROFIT

UNREALIZED GAIN ON TRANSACTIONS
WITH SUBSIDIARIES AND ASSOCIATES

REALIZED GROSS PROFIT

OPERATING EXPENSES (Notes 20 and 26)
Selling and marketing expenses
General and administrative expenses
Research and development expenses

Total operating expenses

OPERATING INCOME

NON-OPERATING INCOME AND EXPENSES
Share of profit of subsidiaries, associates and
joint ventures, net (Notes 4 and 12)
Dividend income (Note 4)
Rental income (Note 26)
Interest income (Note 26)
Management service income (Note 26)
Subsidy income (Note 4)
Gain on reversal of bad debts
Other income - other (Note 26)
Foreign currency exchange loss, net (Notes 4
and 29)
(Losses) gain on disposal of property, plant and
equipment, net (Note 4)
Valuation gain on financial assets (liabilities), at
fair value through profit, net (Notes 4 and 16)
Impairment loss (Notes 4 and 9)
2016
Amount
%
$ 7,254,581
100
(18,534)
-
(2,732)

-

7,233,315
100
(3,389,602)
(47)

3,843,713
53
(80,134)
(1)

3,763,579
52

651,576
9
449,079
6
936,526
13

2,037,181
28

1,726,398
24

246,007
3
46,998
1
29,738
1
8,793
-
8,600
-
3,384
-
-
-
20,424
-
(57,580) (1)
(3,387)
-

2,884
-
-
-
2015



































Amount
%
$ 4,605,024
101

(62,184) (1)
(3,399)

-
4,539,441
100
(1,977,863)
(44)
2,561,578
56
(41,744)
(1)
2,519,834
55

552,449
12

357,284
8
784,380
17
1,694,113
37
825,721
18

416,646
9

29,724
1

30,882
1

6,141
-

8,650
-

18,302
-

9,000
-

20,735
1

-
-

394
-

-
-

(14,674)
-
(Continued)
  • 197 -

CHROMA ATE INC.

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

Valuation loss on financial assets (liabilities) at
fair value through loss, net

Gain on disposal of investments, net (Note 4)
Foreign currency exchange gain, net (Notes 4
and 29)
Other expenses
Interest expense (Notes 4 and 20)

Total nonoperating income and expense

INCOME BEFORE INCOME TAX

INCOME TAX EXPENSE (Notes 4 and 21)

NET INCOME

OTHER COMPREHENSIVE INCOME, NET
(Note 19)
Items that will not be reclassified subsequently
to profit or loss
Remeasurement of defined benefit plans
Share of other comprehensive income of
subsidiaries, associates and joint ventures
accounted for using the equity method
Item that may be reclassified subsequently to
profit or loss
Exchange differences on translating foreign
operations
Unrealized loss from available-for-sale
financial assets
Share of other comprehensive income of
subsidiaries, associates and joint ventures
accounted for using the equity method

Total other comprehensive income

TOTAL COMPREHENSIVE INCOME

EARNINGS PER SHARE (NT$; Note 22)
Basic
Diluted
2016
Amount
%
$ -
-
2,431
-
-
-
(29)
-
(27,140)

-

281,123

4

2,007,521
28
287,586

4

1,719,935
24

(24,936)
-
(1,709)
-
(127,798) (2)
(39,469) (1)
(24,411)

-

(218,323)
(3)

$ 1,501,612
21

$4.53
$4.23
2015























Amount
%
$ (556)
-

368
-

52,536
1

(850)
-
(28,834)
(1)
548,464
12
1,374,185
30
137,628

3
1,236,557
27

(26,849) (1)

352
-

(17,071)
-

(99,791) (2)
9,423

-
(133,936)
(3)
$ 1,102,621
24
$3.28
$3.10

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

  • 198 -

CHROMA ATE INC.

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

BALANCE, JANUARY 1, 2015

Appropriation of the 2014 earnings
Legal reserve
Cash dividends - NT$2.6 per share
Change in other capital surplus
Change in capital surplus from investments in subsidiaries, associates
and joint ventures accounted for using the equity method
Net income for the year ended December 31, 2015
Other comprehensive income for the year ended December 31, 2015

Total comprehensive income for the year ended December 31, 2015

Conversion of convertible bonds
Adjustments of capital surplus for the Corporation's cash dividends
received by subsidiaries
Compensation recognized on employee stock options

BALANCE, DECEMBER 31, 2015
Appropriation of the 2015 earnings
Legal reserve
Cash dividends - NT$2.4 per share
Change in other capital surplus
Change in capital surplus from investments in subsidiaries, associates
and joint ventures accounted for using the equity method
Net income for the year ended December 31, 2016
Other comprehensive income for the year ended December 31, 2016

Total comprehensive income for the year ended December 31, 2016

Conversion of convertible bonds
Adjustment of capital surplus for the Corporation's cash dividends
received by subsidiaries
Share-based payment transaction

BALANCE, DECEMBER 31, 2016
Issued Capital
Capital Surplus
$ 3,787,821
$ 1,256,654

-
-
-
-
-
-
-
-

-

-


-

-

42
239
-
4,994

3,836

40,382

3,791,699
1,302,269
-
-
-
-
-
27,978
-
-

-

-


-

-

59,823
326,205
-
4,545

47,350

299,162

$ 3,898,872
$ 1,960,159
**Retained Earnings ** Total
$ 3,737,083

-
(987,433 )
(7,525 )
1,236,557

(26,497)


1,210,060

-
-

-

3,952,185
-
(910,200 )
-
1,719,935

(26,645)


1,693,290

-
-

-

$ 4,735,275
Other Equity Total
Treasury Stock
$ 507,104
$ (35,714 )

-
-
-
-
-
-
-
-

(107,439)

-


(107,439)

-

-
-
-
-

-

-

399,665
(35,714 )
-
-
-
-
-
-
-
-

(191,678)

-


(191,678)

-

-
-
-
-

(149,952)

-

$ 58,035
$ (35,714)
Total Equity
$ 9,252,948
-
(987,433 )
(7,525 )
1,236,557

(133,936)

1,102,621
281
4,994

44,218
9,410,104
-
(910,200 )
27,978
1,719,935

(218,323)

1,501,612
386,028
4,545

196,560
$ 10,616,627







Exchange
Differences on Unrealized Gain
Translating
(Loss) from
Foreign
Available-for-sale
Unearned
Operations
Financial Assets Employee Benefit
$ 136,756
$ 370,348
$ -

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

(8,788)

(98,651)

-


(8,788)

(98,651)

-

-
-
-
-
-
-

-

-

-

127,968
271,697
-
-
-
-
-
-
-
-
-
-
-
-
-

(152,882)

(38,796)

-


(152,882)

(38,796)

-

-
-
-
-
-
-

-

-

(149,952)

$ (24,914)
$ 232,901
$ (149,952)








Unappropriated
Legal Reserve
Special Reserve
Earnings
$ 1,469,276
$ 86,888
$ 2,180,919

131,644
-
(131,644 )
-
-
(987,433 )
-
-
(7,525 )
-
-
1,236,557

-

-

(26,497)


-

-

1,210,060

-
-
-
-
-
-

-

-

-

1,600,920
86,888
2,264,377
123,656
-
(123,656 )
-
-
(910,200 )
-
-
-
-
-
1,719,935

-

-

(26,645)


-

-

1,693,290

-
-
-
-
-
-

-

-

-

$ 1,724,576
$ 86,888
$ 2,923,811

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

  • 199 -

CHROMA ATE INC.

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

CASH FLOWS FROM OPERATING ACTIVITIES
Net income before income tax

Adjustments for:
Share of profits of subsidiaries, associates and joint venture
accounted for by the equity method, net
Depreciation
Compensation cost of share-based payments
Unrealized gain on the transactions with subsidiaries and
associates
Unrealized loss (gain) on foreign currency exchange, net
Dividend income
Finance cost
Provision (reversal of provision) for bad debts expense
Interest income
Impairment loss on non-derivative financial assets
Loss (gain) on disposal and retirement of property, plant and
equipment, net
Gain on disposal of investments, net
Impairment loss on financial assets
Net changes in operating assets and liabilities
Financial assets held for trading
Notes receivable
Accounts receivable
Inventories
Prepayments
Other current assets
Financial liabilities held for trading
Notes payable
Accounts payable
Other payables
Receipts in advance
Other current liabilities
Net defined benefit liabilities

Cash generated from operating

Income tax paid

Net cash generated from operating activities

CASH FLOWS FROM INVESTING ACTIVITIES
Payment to acquire property, plant and equipment

Payment to acquire available-for-sale financial assets
Proceeds from disposal of available-for-sale financial assets
Dividend received
Payment to acquire investments accounted for using the equity
method
Increase in prepayments for long-term investments
Cash returned of capital reduction of financial assets carried at
cost
2016
$ 2,007,521

(246,007)
157,159
86,618
80,134
52,244
(46,998)
27,140
11,000
(8,793)
8,500
3,387
(2,431)
-
(1,401)
5,872
(684,082)
(249,471)
20,839
2,969
(1,483)
475
586,054
196,817
138,971
(5,864)
(7,457)

2,131,713

(156,902)

1,974,811

(1,008,799)
(600,000)
400,910
353,099
(225,749)
(20,000)
9,587
2015
$ 1,374,185

(416,646)
158,264
25,077
41,744
(43,566)

(29,724)
28,834
(9,000)

(6,141)
32,452
(394)

(368)
14,674

-
(2,577)

662,903

(118,162)
(23,180)
(6,175)

556
(1,016)
30,657
(40,500)
20,296

348
(5,438)
1,687,103
(164,175)
1,522,928

(658,699)

(300,000)
119,942
259,269

(131,840)

-
11,750
(Continued)

200

CHROMA ATE INC.

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

Decrease in other non-current assets

Decrease in other receivables - related parties
Interest received
Proceeds from disposal of property, plant and equipment
Proceeds on sale of financial assets measured at cost
(Increase) decrease in refundable deposits
Proceeds from disposal of investments in bonds with no active
market
Increase in prepayments for investments

Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES
Cash dividend
Increase in long-term borrowings
Decrease in short-term borrowings
Exercise of employee stock options
Exercise of employee restricted stock
Interest paid
Increase in guarantee deposits

Net cash used in financing activities

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

NET INCREASE IN CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR

CASH AND CASH EQUIVALENTS, END OF YEAR
2016
$ 8,006

5,594
7,905
7,046
1,521
(133)
-
-

(1,061,013)

(910,200)
770,000
(100,000)
80,049
31,000
(25,245)
3

(154,393)

(13,459)

745,946
878,892

$ 1,624,838
2015
$ 15,846
11,384
6,303
3,452
-

732
51,091
(16,140)
(626,910)

(987,433)
530,000

(50,000)
19,141
-

(13,480)
-
(501,772)
2,631
396,877
482,015
$ 878,892

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

(Concluded)

201

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

CHROMA ATE INC.

1. GENERAL INFORMATION

Chroma Ate Inc. (the “Corporation”) was incorporated in the Republic of China (ROC) in November 1984. The Corporation mainly designs, assembles, calibrates, manufactures, sells, repairs and maintains software/hardware for computers and peripherals, computerized automatic test systems, electronic test instruments, signal generators, power supplies, telecom power supplies, etc. as well as serves as an agent to sell these products. The Corporation’s shares have been listed on the Taiwan Stock Exchange since December 21, 1996.

The Corporation’s functional currency is New Taiwan dollar (NTD).

2. APPROVAL OF FINANCIAL STATEMENTS

The financial statements were approved by the Corporation’s board of directors on February 21, 2017.

3.APPLICATION OF NEW, AMENDED AND REVISED STANDARDS AND

INTERPRETATIONS

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

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”
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”
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
July 1, 2014
(Continued)
  • 202 -

Effective Date New, Amended or Revised Standards and Interpretations Announced by IASB (Note (the “New IFRSs”) 1)

Amendment to IAS 27 “Equity Method in Separate Financial January 1, 2016 Statements” Amendment to IAS 36 “Impairment of Assets: Recoverable January 1, 2014 Amount Disclosures for Non-financial Assets” Amendment to IAS 39 “Novation of Derivatives and January 1, 2014 Continuation of Hedge Accounting” IFRIC 21 “Levies” 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 Corporation’s accounting policies, except for the following:

  • 1) Amendment to IFRS 2 “Share-Based Payment”

IFRS 2 was amended by the Annual Improvements to IFRSs: 2010-2012 Cycle to change the definitions of “vesting condition” and “market condition” and add definitions of “performance condition” and “service condition”. The amendment clarifies that a performance target can be based on the operations (i.e. a non-market condition) of the Corporation or another entity in the same Corporation or the market price of the equity instruments of the Corporation or another entity in the same Corporation (i.e. a market condition); that a performance target can relate either to the performance of the Corporation as a whole or to some part of it (e.g. a division); and that the period for achieving a performance condition must not extend beyond the end of the related service period. In addition, a share market index target is not a performance condition because it not only reflects the performance of the Corporation, but also of other entities outside the Corporation. The share-based payment arrangements with market conditions, non-market conditions or non-vesting conditions will be accounted for differently, and the aforementioned amendment will be applied prospectively to those share-based payments granted on or after January 1, 2017.

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

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

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The amendments stipulate that other companies or institutions of which the chairman of the board of directors or president serves as the chairman of the board of directors or the president, or is the spouse or second immediate family of the chairman of the board of directors or president of the 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 relationship with whom the Corporation has significant transaction. If the transaction or balance with a specific related party is 10% or more of the Corporation’s respective total transaction or balance, such transaction should be separately disclosed by the name of each related party.

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

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

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

The Corporation have not applied the following IFRSs issued by the IASB but not yet endorsed by the FSC.

The FSC announced that the Corporation should apply 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 IFRSs
Annual Improvements to IFRSs 2014-2016 Cycle
Amendment to IFRS 2 “Classification and Measurement of
Share-based Payment Transactions”
Amendments to IFRS 4 “Applying IFRS 9 Financial
Instruments with IFRS 4 Insurance contracts”
IFRS 9 “Financial Instruments”
Amendments to IFRS 9 and IFRS 7 “Mandatory Effective
Date of IFRS 9 and Transition Disclosures”
Amendments to IFRS 10 and IAS 28 “Sale or Contribution
of Assets between an Investor and its Associate or Joint
Venture”
IFRS 15 “Revenue from Contracts with Customers”
Amendments to IFRS 15 “Clarifications to IFRS 15
Revenue from Contracts with Customers”
IFRS 16 “Leases”
Amendment to IAS 7 “Disclosure Initiative”
Amendments to IAS 12 “Recognition of Deferred Tax
Assets for Unrealized Losses”
Amendments to IAS 40 “Transfers of investment property”
IFRIC 22 “Foreign Currency Transactions and Advance
Consideration”
Effective Date
Announced by
IASB (Note 1)
Note 2
January 1, 2018
January 1, 2018
January 1, 2018
January 1, 2018
To be determined
by IASB
January 1, 2018
January 1, 2018
January 1, 2019
January 1, 2017
January 1, 2017
January 1, 2018
January 1, 2018

Note 1: Unless stated otherwise, the above New IFRSs are effective for annual periods beginning on or after their respective effective dates.

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  • 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.

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

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.

The impairment of financial assets

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

For purchased or originated credit-impaired financial assets, the 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.

Transition

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

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

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

  • 205 -

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

  • Identify the contract with the customer;

  • Identify the performance obligations in the contract;

  • Determine the transaction price;

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

  • Recognize revenue when the entity satisfies a performance obligation.

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

Except for the above impact, 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

Statement of Compliance

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

Basis of Preparation

The accompanying financial statements have been prepared on the historical cost basis except for financial instruments that 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 the significance of the inputs to the fair value measurement in its entirety, which are described as follows:

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

b.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

c.Level 3 inputs are unobservable inputs for the asset or liability.

When preparing its financial statements, the Corporation used equity method to account for its investment in subsidiaries, associates and jointly controlled entities. In order for the amounts of the net profit for the year, other comprehensive income for the year and total equity in the financial statements to be the same with the amounts attributable to the owner of the Corporation in its consolidated financial statements, adjustments arising from the differences in accounting treatment between basis and consolidated basis were made to investments accounted for by equity method, share of profit or loss of subsidiaries, associates and joint ventures, share of other comprehensive income of subsidiaries, associates and joint ventures and related equity items, as appropriate, in the financial statements.

Classification of Current and Noncurrent Assets and Liabilities

Current assets include:

a.Assets held primarily for the purpose of trading;

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b.Assets expected to be realized within twelve months after the reporting period; and

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

Current liabilities include:

a.Liabilities held primarily for the purpose of trading;

b.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 financial statements are authorized for issue; and

c.Liabilities for which the Corporation 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 noncurrent.

Foreign Currencies

In preparing the Corporation’s financial statements, 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 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.

Nonmonetary items that are measured at historical cost in a foreign currency are not retranslated.

Inventories

Inventories consist of raw materials, semifinished goods, finished goods and work-in-process, which 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 standard cost and adjusted to approximate weighted-average cost on the balance sheet date.

Investments Accounted for Using Equity Method

Investments in subsidiaries, associates and jointly controlled entities are accounted for by the equity method.

a.Investment in subsidiaries

Subsidiaries are the entities that are controlled by the Corporation.

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Under the equity method, the investment 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 Corporation’s share of the change in other equity of the subsidiary.

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 of losses of a subsidiary equals or exceeds its interest in that subsidiary (which includes any carrying amount of the investment in subsidiary accounted for by 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 Corporation. Impairment loss is recognized when the carrying amount exceeds the recoverable amount. If the recoverable amount of the investment subsequently increases, the Corporation recognizes 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.

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 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 and losses resulting from downstream transactions are eliminated in full in the Corporation’s financial statement. Profits and losses from upstream transactions and transactions between subsidiaries are recognized in the Corporation’s financial statements only to the extent of interests in the subsidiary that are not related to the Corporation.

b. Investment in associates and joint ventures

An associate is an entity over which the Corporation has significant influence and that is neither a subsidiary nor an interest in a joint venture. Joint venture is a joint arrangement whereby the Corporation and other parties that have joint control of arrangement have right to the net assets of the arrangement.

The Corporation uses the equity method to account for its investments in associates and joint ventures.

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

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Any excess of the cost of acquisition over the Corporation’s share of the net fair value of the identifiable assets and liabilities of an associate or a joint venture 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, after reassessment, is recognized immediately in profit or loss.

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

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

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

The Corporation discontinues the use of the equity method from the date on which its investment ceases to be an associate and a joint venture. Any retained investment is measured at fair value at that date and the fair value is regarded as its fair value on initial recognition as a financial asset. The difference between the previous carrying amount of the associate and the joint venture attributable to the retained interest and its fair value is included in the determination of the gain or loss on disposal of the associate and the joint venture. The Corporation accounts for all amounts previously recognized in other comprehensive income in relation to that associate and the joint venture on the same basis as would be required if that associate had directly disposed of the related assets or liabilities. If an investment in an associate becomes an investment in a joint venture or an investment in a joint venture becomes an investment in an associate, the Corporation continues to apply the equity method and does not remeasure the retained interest.

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

Property, Plant and Equipment

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

  • 209 -

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

Depreciation 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.

Goodwill

For the purposes of impairment testing, goodwill is allocated to each of the Corporation’s cashgenerating units or groups of cash-generating units (referred to as cash-generating unit) 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 attributable 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.

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

Intangible Assets

a.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.

b.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.

  • c.Derecognition of intangible assets

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

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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 (other than 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 CGUs to which the asset belongs. Corporate assets are allocated to the smallest group of cashgenerating 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 cashgenerating unit in prior years. A reversal of an impairment loss is recognized in profit or loss.

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 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.

a.Financial assets

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

1) Measurement category

Financial assets are classified into the following categories: Available-for-sale financial assets, and loans and receivables.

a)Available-for-sale financial assets (AFS financial assets)

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

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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.

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 profit or loss or other comprehensive income on financial assets. Any impairment losses are recognized in profit and loss.

b) Available-for-sale financial assets

Available-for-sale financial assets are non-derivatives that are either designated as availablefor-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.

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.

c) Loans and receivables

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

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

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  • 2)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 trade receivables and other 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 collecting 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 occurring after the impairment was recognized, the previously recognized impairment loss is reversed through profit or loss to the extent that the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortized cost would have been had the impairment not been recognized.

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

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

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

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

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.

  • 213 -

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

  • 3)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 are transferred 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.

  • b.Equity instruments

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

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

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

  • c. Financial liabilities

  • 1)Subsequent measurement

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

  • Financial liabilities at fair value through profit or loss

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

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 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.

  • 214 -

A financial liability may be designated as at fair value through profit or loss upon initial recognition when doing so results in more relevant information and if:

  • a) Such designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise; or

  • b) The financial liability forms part of a group of financial assets or financial liabilities or both, which is managed and its performance is evaluated on a fair value basis, in accordance with the Corporation’s documented risk management or investment strategy, and information about the grouping is provided internally on that basis; or

  • c) The contract contains one or more embedded derivatives so that the entire combined contract (asset or liability) can be designated as at fair value through profit or loss.

Financial liabilities held for trading are stated at fair value, with any gain or loss arising on remeasurement recognized in profit or loss. The net gain or loss recognized in profit or loss incorporates any interest or dividend paid on the financial liability. Fair value is determined in the manner described in Note 26.

  • 2) 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.

  • d. Convertible bonds

The component parts of compound instruments (convertible bonds) issued by the Corporation are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

On initial recognition, the fair value of the liability component is estimated using the prevailing market interest rate for similar non-convertible instruments. This amount is recorded as a liability on an amortized cost basis using the effective interest method until extinguished upon conversion or the instrument’s maturity date. Any embedded derivative liability is measured at fair value.

The conversion option classified as equity is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognized and included in equity, net of income tax effects, and is not subsequently remeasured. In addition, the conversion option classified as equity will remain in equity until the conversion option is exercised, in which case, the balance recognized in equity will be transferred to capital surplus - share premium. When the conversion option remains unexercised at maturity, the balance recognized in equity will be transferred to capital surplus - share premium.

Transaction costs that relate to the issue of the convertible notes are allocated to the liability and equity components in proportion to the allocation of the gross proceeds. Transaction costs relating to the equity component are recognized directly in equity. Transaction costs relating to the liability component are included in the carrying amount of the liability component.

Revenue Recognition

Revenue is measured at the fair value of the consideration received or receivable and reduced for estimated customer returns, rebates and other similar allowances.

  • 215 -

a.Sale of goods

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

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

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

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

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

  • 5)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.

  • b. 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 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 at the effective interest rate applicable.

Borrowing Costs

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets are added to the cost of those assets, until such time that the assets are substantially ready for their intended use or sale.

Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalization.

Other than stated above, all other borrowing costs are recognized in profit or loss in the period in which they are incurred.

Government Grants

Government grants are not recognized until there is reasonable assurance that the Corporation will comply with the conditions attaching to them and that the grants will be received.

Government grants are recognized in profit or loss on a systematic basis over the periods in which the Corporation recognizes as expenses the related costs for which the grants are intended to compensate. Specifically, Government grants whose primary condition is that the Corporation should purchase, construct or otherwise acquire noncurrent assets are recognized as deferred revenue in the statement of financial position and transferred to profit or loss on a systematic and rational basis over the useful lives of the related assets.

  • 216 -

Government grants that are used to compensate for expenses or losses already incurred or to give the Corporation immediate financial support with no future related costs are recognized in profit or loss in the period in which they become receivable.

Employee Benefits

a. 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.

b. 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 cost (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/when the plan amendment or curtailment occurs/when the settlement 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.

  • c. Other long-term employee benefits

Other long-term employee benefits are accounted for in the same way as the accounting required for defined benefit plan except that remeasurement is recognized in profit or loss.

Options Share-based Payment Arrangements

Equity-settled share-based payments arrangements and restricted shares for employees granted to employees and others who provide similar services are measured at the fair value of the equity instruments at the grant date.

The fair value at the grant date of the employee share options and restricted shares for employees is expensed on a straight-line basis over the vesting period, based on the Corporation's best estimate of the number of the employee share options that will ultimately vest, with a corresponding increase in capital surplus - employee share options. It is recognized as an expense in full at the grant date if vesting immediately.

When restricted shares for employees are issued, other equity - unearned employee benefits is recognized on the grant date, with a corresponding increase in capital surplus - restricted shares for employees. If restricted shares for employees are granted for consideration, and should be returned once the employee resigns, they are recognized as payables. Dividends paid to employees, on the restricted shares that do not need to be returned if employees resign in the vesting period, are recognized as expenses when the dividends are declared with a corresponding adjustment in retained earnings and capital surplus - restricted shares for employees.

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

  • 217 -

Taxation

Income tax expense represent the sum of the current tax payable and deferred tax.

a. 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.

b. 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. Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are generally recognized for all deductible temporary differences, unused loss carryforward and unused tax credits for purchases of machinery, equipment and technology, research and development expenditures, and personnel training expenditures to extent 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, associates and joint ventures, 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 recognized only 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. Previously unrecognized deferred tax assets are also reviewed at the end of each reporting period and recognized to the extent that it is probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax liabilities and assets are measured at the tax rates that are expected to apply to 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 based on 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.

c. Current and deferred taxes for the year

Current and deferred taxes are recognized in profit or loss, except when they relate to items that are recognized in other comprehensive income or directly in equity, in which case, the current and deferred taxes are also recognized in other comprehensive income or directly in equity, respectively. Where current tax or deferred tax arises from a business combination, the tax effect is included in the accounting for the business combination.

  • 218 -

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.

Key Sources of Estimation and Uncertainty

The following are the key assumptions concerning the future and other key sources of estimation uncertainty at the end of the reporting period that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.

a. Impairment of tangible and intangible assets other than goodwill

In the valuation of assets for impairment, on assets, the Corporation uses subjective judgment to determine the individual cash flows, useful lives and future revenues and expenses of specific asset groups based on subjective judgment, the assets’ useful model and industrial characteristic. Any changes in estimation due to economic circumstances and the Corporation’s strategies could result in significant impairment of tangible and intangible assets.

b. Valuation of inventories

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 was 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
$ 2,244

1,412,520
210,074

$ 1,624,838
2015
$ 2,698
876,194
-
$ 878,892
  • 219 -

7. FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS

Financial assets at FVTPL-current
Derivative instruments
Call and put option of convertible bonds payable (Note 16)
Financial liabilities at FVTPL-current
Derivative instruments
Call and put option of convertible bonds payable (Note 16)
**December ** **31 **
2016
$ 725
$ -
2015
$ -
$ 1,483

8. AVAILABLE-FOR-SALE FINANCIAL ASSETS

Domestic investments
Listed stocks

Open-end beneficiary certificates


Current

Non-current

December 31 December 31





2016
$ 314,233

2,030,362

$ 2,344,595

$ 2,030,362

314,233

$ 2,344,595
2015
$ 359,543
1,824,521
$ 2,184,064
$ 1,824,521
359,543
$ 2,184,064

9. FINANCIAL ASSETS CARRIED AT COST- NON-CURRENT

Domestic unlisted common stocks

Foreign open-end beneficial certificates


Classification by measurement of financial instruments
Available-for-sale financial assets
December 31 December 31



2016
$ 162,021

10,152

$ 172,173

$ 172,173
2015
$ 171,608
10,152
$ 181,760
$ 181,760

The above unlisted stock investments were measured at cost less impairment at the balance sheet date. The Corporation thought the fair value of these investments could not be estimated reliably because the range of reasonable fair value estimates is significant and the probabilities of various estimates cannot be reasonably assessed.

For the year ended December 31, 2015, the Corporation recognized impairment losses of $2,411 thousand, on Qualitysource S.A.S. These impairment losses were recognized to reflect an other-thantemporary decline in value of these investments.

  • 220 -

For the year ended December 31, 2015, the Corporation recognized impairment losses of $12,263 thousand on Lasfocus Corporation. These impairment losses were recognized to reflect an other-thantemporary decline in value of these investments.

The Corporation sold part of foreign unlisted common stocks and all preferred stock of financial assets carried at cost in the year ended December 31, 2016.

The Corporation did not dispose of financial assets carried at cost in the year ended December 31, 2015.

10. ACCOUNTS RECEIVABLE, NET

Accounts receivable

Less: Allowance for doubtful accounts

Accounts receivable - related parties

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



2016
$ 727,915

(44,083)

683,832
1,604,262

$ 2,288,094
2015
$ 627,890
(36,140)
591,750
1,063,503
$ 1,655,253

The average credit period for sales of goods is 60 to 90 days after the goods were approved, and no interest is charged on accounts receivable. In determining the recoverability of a trade receivable, the Corporation considers any change in the credit quality of the accounts receivable from the date when credit was initially granted up to the balance sheet date. Allowances for doubtful amounts are based on estimated irrecoverable amounts determined by referring to the counterparty’s past default experience and the counterparty’s current financial position.

The Corporation did not recognize an allowance accounts against accounts receivable which were past due at the end of the reporting period because there was not a significant change in credit quality and the amounts were still considered recoverable. In addition, the Corporation did not hold any collateral or other credit enhancements for those accounts receivable.

The aging of receivables was as follows:

Less than 60 days

61-365 days

Over 365 days

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



2016
$ 491,119

188,626

48,170

$ 727,915
2015
$ 409,394
116,489
102,007
$ 627,890

The above aging analysis was based on the past due days from end of credit period.

  • 221 -

Age of receivables that were past due but not impaired:

Less than 60 days

61-365 days

Over 365 days

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



2016
$ 106,437

182,955

13,057

$ 302,449
2015
$ 102,627
107,048
78,337
$ 288,012

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

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
$ 1,657
$ 43,699
Bad debts expense reversed on accounts
receivable
-
(9,000)
Reclassification of impairment loss from
collective assessment to individual
assessment
26,971
(26,971)
Reclassification of impairment loss from
individual assessment to collective
assessment
(1,640)
1,640
Amounts written off during the period as
uncollected
(16)
(200)
Balance at December 31, 2015
$ 26,972
$ 9,168
Balance at January 1, 2016
$ 26,972
$ 9,168
Impairment losses recognized on receivables
-
11,000
Reclassification of impairment loss from
collective assessment to individual
assessment
17,885
(17,885)
Reclassification of impairment loss from
individual assessment to collective
assessment
(8,080)
8,080
Amounts written off during the period as
uncollected
(3,057)
-
Balance at December 31, 2016
$ 33,720
$ 10,363
Total
$ 45,356
(9,000)
-
-
(216)
$ 36,140
$ 36,140
11,000
-
-
(3,057)
$ 44,083

The recognized impairment represents the difference between the carrying amount of these trade receivables and the present value of the expected proceeds to be received from liquidation. The allowance for impairment loss included allowance for individually impaired trade receivable in the amounts of $33,720 thousand and $26,972 thousand as of December 31, 2016 and 2015, respectively. The Corporation did not hold any collateral over these balances.

  • 222 -

11. INVENTORIES

Finished goods

Semi-finished products
Work in process
Raw materials

December 31 December 31


2016
$ 200,538

317,900
471,511
468,083

$ 1,458,032
2015
$ 194,339
277,762
368,814
459,604
$ 1,300,519

The cost of inventories recognized as cost of goods sold for the years ended December 31, 2016 and 2015 was $3,389,602 thousand and $1,977,863 thousand, respectively.

The costs of inventories recognized as cost of goods sold for the years ended December 31, 2016 and 2015 included $8,500 thousand and $32,452 thousand write-downs of inventories, respectively.

12. INVESTMENTS ACCOUNTED FOR USING EQUITY METHOD

Investments in subsidiaries

Investments in associates
Investments in joint venture

December 31 December 31


2016
$ 2,659,608

623,904
17,593

$ 3,301,105
2015
$ 2,786,380
535,634
17,505
$ 3,339,519
  • a. Investments in subsidiaries

The details of investment and equity interest in subsidiaries were as follows:


Unlisted company
Neworld Electronics Ltd.

San Eagle Development Corp.
Chroma New Material Corporation
Wei Kuang Automatic Equipment
Co., Ltd.
CHI Incorporation Ltd.
Chen Hwa Technology Inc.
Quantel Private Ltd.
Chroma Investment Co., Ltd.
Chroma Ate Europe B.V.
Chroma Ate Inc. (“Chroma USA”)
Sensational Holding Ltd.
December 31 December 31
2016
Amount
Percentage
of Equity
Interest
(%)
$ 696,69
100.0
567,54
100.0

439,36
100.0
316,05
100.0
109,04
100.0
106,44
100.0
108,07
60.0
106,21
100.0
85,62
100.0

70,82
100.0
53,35
100.0
2015
Amount
Percentage
of Equity
Interest
(%)
$ 705,291
100.0
624,769
100.0
437,683
100.0
446,591
100.0
133,231
100.0
111,655
100.0
-
-
102,030
100.0
84,939
100.0
68,577
100.0
52,699
100.0
(Continued)
  • 223 -
Deep Red Holding Co., Ltd.

Chroma Systems Solutions Inc.
Chroma Japan Corp.
Adivic Technology Co.
Testar Electronic Corporation
EVT Technology Co., Ltd.

**December 31 ** **December 31 ** **December 31 **
2016
Amount
Percentage
of Equity
Interest
(%)
$ 49,021
100.0

(43,893)
25.0
(36,904)
100.0
35,298
51.0
(5,545)
67.2

2,396
53.2

$ 2,659,608
2015




Amount
Percentage
of Equity
Interest
(%)
$ 45,408
100.0
(56,946)
25.0
(24,387)
100.0
36,119
51.0
10,446
67.2

8,275
53.2
$ 2,786,380
(Concluded)

In May 2016 and April 2015, Advic Technology Co. (“Advic”) increased its capital by $60,000 thousand and $60,000 thousand, respectively to strengthen its financial structure. The Corporation’s board of directors resolved to participate proportionately in the capital increase by buying shares at the same percentage as its original equity interest of Advic. The Corporation’s equity interest in Advic is still 51%.

In May 2015, EVT Technology Co., Ltd. (“EVT”), the Corporation’s investee (originally recognized as financial assets carried at cost), increased its capital by $30,000 thousand to strengthen its financial structure, the Corporation’s board of directors resolved to participate in the capital increase of EVT by buying $23,000 thousand that resulted in higher percentage than its previous equity interest; thus, the Corporation equity interest rose to 53.2% and acquired control over EVT.

In February 2015, Chroma (Shanghai) Trading Co., Ltd., the Corporation’s grandson company increase its capital by US$2,500 thousand to purchase plants and expand its operating scale, the Corporation’s board of directors resolved to fully participate in the capital increase of Chroma (Shanghai) Trading Co., Ltd. through Chen Hwa Technology Inc. by buying shares and the full investment amount has been fully paid.

To expand its market scale and set up sales channel in Southeast Asia, the Corporation’s board of directors resolved in December. 2015 to buy 60% equity interest of Quantel Private Ltd. (“Quantel”) amounting to SGD3,240 thousand. Quantel Private Ltd. is mainly engaged in the sales of electronic test instruments, etc. In April 2016, Quantel Private Ltd. increased its capital by SGD2,500 thousand to strengthen its financial structure. The Corporation’s board of directors resolved to participate proportionally in the capital increase by buying shares at the same percentage as its original equity interest of Quantel. The Corporation’s equity interest in Quantel remained the same.

Refer to Note 30 for the detail of the subsidiaries indirectly held by the Corporation.

  • 224 -

The Corporation’s share of profits of subsidiaries under equity method is as follows:

Unlisted company
Neworld Electronics Ltd.

Wei Kuang Automatic Equipment Co., Ltd.
Chroma New Material Corporation
Adivic Technology Co.

Testar Electronic Corporation

CHI Incorporation Ltd.
Chroma Systems Solutions Inc.
Chroma Japan Corp.

San Eagle Development Corp.

Chroma Ate Inc.
Chroma Ate Europe B.V.
Deep Red Holding Co., Ltd.
Quantel Private Ltd.
EVT Technology Co., Ltd.
Chen Hwa Technology Inc.
Sensational Holding Ltd.
Chroma Investment Co., Ltd.

**Years Ended December 31 ** **Years Ended December 31 **






2016
$ 81,411

69,459

47,089
(31,309)

(29,720)

21,946

18,002
(13,118)
(12,895)
11,231
8,716
7,587
7,500
(5,848)
2,928
1,583
(534)

$ 184,028
2015
$ 85,873
222,533
49,527
(32,621)
(32,541)
(19,416)
10,255
(5,965)
11,571
31,090
20,710
961
-
(7,200)
4,173
1,165
365
$ 340,480

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

  • b. Investment in associates
Associates that are not individually material
Adlink Technology Inc.
Dynascan Technology Corp.

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


2016
$ 535,490

88,414

$ 623,904
2015
$ 457,674
77,960
$ 535,634

Aggregate information of associates that are not individually material:

The Corporation’s share of:
Income from continuing operations
Other comprehensive income
Total comprehensive income for the year
**Years Ended December 31 ** **Years Ended December 31 ** **Years Ended December 31 **
2016
$ 61,891
(25,820)
$ 36,071
2015
$ 76,072
9,015
$ 85,087

Refer to Table 7 “Information on Investees” for the nature of activities, principal place of business and country of incorporation of the associates.

  • 225 -

The Corporation is able to exercise significant influence over Adlink Technology Inc. even if it holds less than 20% of their voting right, therefore, the Corporation recognizes the gain and loss under the equity method.

Fair values (Level 1) of investments in associates which were measured at closing prices at balance sheet date were as follows:

Name of Associates
Adlink Technology Inc.
**December 31 ** **December 31 **
2016
$ 1,497,088
2015
$ 1,763,821

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

c.Investment in joint venture

Joint ventures that are not individually material
Chih Ho Shun Development Co., Ltd.
**December ** **31 **
2016
$ 17,593
2015
$ 17,505

Aggregate information of joint ventures that are not individually material:

The Corporation’s share of:
Income from continuing operations
Other comprehensive income
Total comprehensive income for the year
Years Ended December 31 Years Ended December 31 Years Ended December 31

2016
$ 88

-
$ 88
2015
$ 94
-
$ 94

Refer to Table 7 “Information on Investees” for the nature of activities, principal place of business and country of incorporation of the joint venture.

For the investment and development plan, “The Action Plan for Developing Land Surrounding the MRT Airport Station to Improve Civilians’ Life,” the board of directors decided to invest jointly with Dynapack International Corporation and Heran Tech. Co., Ltd. to set up Chih Ho Shun Development Co., Ltd. (“Chih Ho Shun”). The Corporation invested $17,500 thousand for a 35% entity interest in Chih Ho Shun but did not have control over this investee.

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

  • 226 -

13. PROPERTY, PLANT AND EQUIPMENT


Cost

Balance, January 1, 2015

Additions
Disposals
Intercompany transfer
Reclassification

Balance, December 31, 2015


Accumulated depreciation and
impairment


Balance, January 1, 2015

Disposals

Depreciation

Reclassification


Balance, December 31, 2015


Carrying value

December 31, 2015


Cost

Balance, January 1, 2016

Additions
Disposals
Intercompany transfer
Reclassification

Balance, December 31, 2016


Accumulated depreciation and
impairment


Balance, January 1, 2016

Disposals

Depreciation

Reclassification


Balance, December 31, 2016


Carrying value

December 31, 2016
Land
$ 450,575

-
-
-

-

$ 450,575

$ -

-
-

-

$ -

$ 450,575

$ 450,575

-
-
-

-

$ 450,575

$ -

-

-

-

$ -

$ 450,575
Buildings
$ 1,992,239

8,301
-
-

-

$ 2,000,540

$ (742,101)
-
(84,354)

-

$ (826,455)

$ 1,174,085

$ 2,000,540

8,978
(5,081)
-

-

$ 2,004,437

$ (826,455)
2,149
(81,953)

-

$ (906,259)

$ 1,098,178
Machinery
Miscellaneous
Equipment
$ 96,538
$ 819,135

7,152
46,564
(332)
(16,330)
2,294
33,797

(2,804)

2,804

$ 102,848
$ 885,970

$ (78,426) $ (630,531)
332
13,272

(10,792)
(63,118)

594

(594)

$ (88,292)
$ (680,971)

$ 14,556
$ 204,999

$ 102,848
$ 885,970

7,810
49,241

(623)
(28,740)
4,556
57,823

(4,321)

4,321

$ 110,270
$ 968,615

$ (88,292) $ (680,971)
623
21,239

(8,718)
(66,488)

4,499

(4,499)

$ (91,888)
$ (730,719)

$ 18,382
$ 237,896
Total
$ 3,358,487
62,017

(16,662)
36,091

-
$ 3,439,933
$ (1,451,058)
13,604

(158,264)

-
$ (1,595,718)
$ 1,844,215
$ 3,439,933
66,029

(34,444)
62,379

-
$ 3,533,897
$ (1,595,718)
24,011

(157,159)

-
$ (1,728,866)
$ 1,805,031

The following useful lives are used in the calculation of depreciation:

Building
Primary buildings 55 years
Mechanical and electrical equipment 10 years
Duty-free rooms equipment 10 years
Others 6-50 years
Machinery 2-12 years
Miscellaneous equipment 3-15 years

Refer to Note 27 for property, plant and equipment pledged to secure borrowings of the Corporation.

  • 227 -

14. GOODWILL

Cost **Years Ended December 31 ** **Years Ended December 31 ** **Years Ended December 31 **
2016
$ 94,424
2015
$ 94,424

For assessing goodwill for impairment, the Corporation took value in use as basis for calculating the recoverable amount of goodwill. The Corporation used the cash flows of a five-year financial forecast as the basis for calculating value in use to reflect the specific risk of cash-generating units. After these calculations, the Corporation did not recognize any impairment loss on goodwill for the years ended December 31, 2016 and 2015.

15. BORROWINGS

Short-term Borrowings


Unsecured borrowings
Bank loans

Interest rate (%)
Long-term Borrowings
Unsecured loans
Syndicated bank loans

Less: Loans due in one year

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

2016
2015
$ -
$ 100,000
-
1.01%
December 31


2016
$ 2,000,000

800,000

$ 1,200,000
2015
$ 1,230,000
-
$ 1,230,000

On August 30, 2012, the Corporation applied to E.SUN and other banks for syndicated bank loans with $2,000,000 thousand credit line to pay each installment of “The Action Plan for Developing Land surrounding the MRT Airport Station to Improve Civilians Life” (refer to Note 28). The Corporation borrowed $700,000 in September 2013 to pay the second installment and $530,000 in November 2015 to pay the first part of the third installment and $770,000 thousand in July 2016 to pay the remaining part of the third installment. The syndicated bank loan is due on September 3, 2018 and repayable from March 2017 to March 2018 in three equal semiannual installments ($400,000 thousand per one installment), the remaining $800,000 thousand will be paid on September 3, 2018 (which is the due date), and the interest is payable monthly. As of December 31, 2016 and 2015, the interest rate per annum was 1.58% and 1.60% (floating interest rate), respectively.

  • 228 -

16. BONDS PAYABLE

Unsecured domestic convertible bonds

Less: Discounts on bonds payable

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


2016
$ 1,450,500

53,360

$ 1,397,140
2015
$ 1,854,100
96,007
$ 1,758,093

On May 23, 2014, the Corporation issued its second domestic unsecured 0% convertible bonds with aggregate par value of $2,000,000 thousand and face value of $100 thousand. These bonds were listed on the GreTai Securities Market at the same date. Except for the book closure period, bondholders are entitled to convert bonds into the Chroma Ate Inc.’s common stock at $74.2 (conversion price) per share since June 24, 2014 to May 13, 2019. Due to the appropriation of 2015 and 2014 earnings approved at the annual shareholders’ meetings in 2016 and 2015, the shareholders approved to distribute dividend of NT$2.4 and NT$2.6 per share, respectively; thus, the conversion price was adjusted to NT$67.2 and NT$69.3 per share, respectively.

If the closing price of the Corporation’s common share exceeds 30% of the conversion price of the bonds payable for 30 consecutive days or the aggregate outstanding amounts of bonds payable is less than 10% of the amounts of original issuance, the Corporation has the right to redeem all of the outstanding bonds payable at face value during the period beginning one month after the issuance date (June 24, 2014) to 40 days before the maturity date (April 13, 2019).

At end of the third year from the bond issuance date, bondholders have the right to request the Corporation to redeem the convertible bonds at face value.

The convertible bonds contain both liability and equity components. The equity component presented in equity under the heading of “capital surplus - option” was $141,487 thousand. The liability components were recognized into embedded derivative and non-derivative liability of $4,989 thousand and $1,849,108 thousand, separately. The estimation of fair value of derivative instruments as of December 31, 2016 resulted in loss of $2,884 thousand.

Proceeds of the issue (less transaction costs $5,320 thousand)

Equity component
Deferred tax assets
Derivative financial liability component

Liability component at the date of issue

Interest charged at an effective interest rate of 1.57%
Current portion of long-term borrowings and bonds payable

Liability component as of December 31, 2016
$ 1,994,680
(141,487)
904
(4,989)
1,849,108
70,393
(522,361)
$ 1,397,140

17. OTHER PAYABLE


Salaries payable and bonus payable

Other payable

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



2016
$ 583,387

74,733

$ 658,120
2015
$ 393,474
65,699
$ 459,173
  • 229 -

18. RETIREMENT BENEFIT PLANS

Defined Contribution Plans

The Corporation adopted a pension plan under the Labor Pension Act (the “LPA”), which is a statemanaged defined contribution plan. Under the LPA, an entity makes monthly contributions to employees’ individual pension accounts at 6% of monthly salaries and wages.

The Corporation recognized pension costs of $46,629 thousand and $43,336 thousand for the years ended December 31, 2016 and 2015, respectively.

Defined Benefit Plans

The defined benefit plan adopted by the Corporation in accordance with the Labor Standards Law is operated by the government. Pension benefits are calculated on the basis of length of service and average monthly salaries of the six month before retirement. The Corporation contribute amount equal to 4% 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 year, the Corporation assesses the balances 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 balance sheets in respect of the Corporation’s defined benefit plans were as follows:

Present value of defined benefit obligation

Fair value of plan assets

Deficit (surplus)

Asset ceiling

Net defined benefit liability
**December 31 ** **December 31 **




2016
$ 431,536

(273,776)

157,760

-

$ 157,760
2015
$ 399,442
(259,161)
140,281
-
$ 140,281

Movements in net defined benefit liability were as follows:

Present Value
of the Defined Fair Value of Net Defined
Benefit the Plan Benefit
Obligation Assets Liability
Balance at January 1, 2015 $ 362,979
$(244,109)
$ 118,870
Service cost
Current service cost 4,185 - 4,185
Net interest expense (income)
6,736

(4,686)

2,050
Recognized in profit or loss
10,921

(4,686)

6,235
(Continued)
  • 230 -
Present Value Present Value
of the Defined Fair Value of Net Defined
Benefit the Plan Benefit
Obligation Assets Liability
Remeasurement
Return on plan assets (excluding amounts
included in net interest) $
-
$ (1,876)
$ (1,876)
Actuarial loss - changes in demographic
assumptions 9,710 - 9,710
Actuarial loss - changes in financial
assumptions 12,751 - 12,751
Actuarial loss - experience adjustments 6,264

-

6,264
Recognized in other comprehensive income 28,725

(1,876)

26,849
Contributions from the employer -
(11,673)
(11,673)
Benefits paid (3,183)

3,183

-
Balance at December 31, 2015 399,442
(259,161)
140,281
Service cost
Current service cost 4,325 - 4,325
Net interest expense (income) 6,491

(4,306)

2,185
Recognized in profit or loss 10,816

(4,306)

6,510
Remeasurement
Return on plan assets (excluding amounts
included in net interest) - 2,428 2,428
Actuarial loss - changes in demographic
assumptions 1,479 - 1,479
Actuarial loss - changes in financial
assumptions 13,693 - 13,693
Actuarial loss - experience adjustments 7,336

-

7,336
Recognized in other comprehensive income 22,508

2,428

24,936
Contributions from the employer -
(13,967)
(13,967)
Benefits paid (1,230)

1,230

-
Balance at December 31, 2016 $ 431,536
$(273,776)
$ 157,760
(Concluded)

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

  • a. 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.

  • b. 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.

  • c. 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.

  • 231 -

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

Discount rate(s)

Expected rate(s) of salary increase
**December 31 **
2016
2015
0.88%-1.38% 1.00%-1.63%
1.50%-2.50% 1.50%-2.50%

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

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



2016
$(13,805)

$ 14,449

$ 14,052

$(13,499)
2015
$(13,114)
$ 13,743
$ 13,397
$(12,852)

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
$ 15,070

14 years
2015
$ 11,564
14 years

19. EQUITY

Capital Stock

a. Common stock


Authorized shares (shares in thousands)

Authorized capital stock

Shares issued and fully received (in thousands)

Issued capital
**December 31 ** **December 31 **




2016
450,000

$ 4,500,000

389,887

$ 3,898,872
2015
450,000
$ 4,500,000
379,170
$ 3,791,699

A total of 30,000 thousand shares of the Corporation’s authorized shares were reserved for the employee share options.

  • 232 -

b. Capital surplus

May be used to offset a deficit, distributed as cash
dividends or
transferred to share capital (Note)
Additional paid-in capital

Treasury stock
From merger
Used to offset a deficit
Employee stock options expired
Share of changes of subsidiaries, associates or joint
ventures’ capital surplus
May not be used for any purpose
Convertible bonds payable options
Employee stock options
Employee restricted shares

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


2016
$ 1,209,905

165,059
146,976
5,239
52,703
102,614
90,459
187,204

$ 1,960,159
2015
$ 769,143
160,514
146,976
1,640
24,725
131,166
68,105
-
$ 1,302,269

Note: 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. Appropriation of earnings and dividend policy

In accordance with the amendments to the Company Act in May 2015, the recipients of dividends and bonuses are limited to shareholders and do not include employees. The shareholders held their regular meeting on June 7, 2016 and, in that meeting, had 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 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 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 board of directors as the basis for proposing a distribution plan, which should be resolved in the shareholders’ meeting for distribution of dividends and bonus to shareholders. For the policies on distribution of employees’ compensation and remuneration to directors and supervisors before and after amendment, please refer to Note 20 employee benefits expense.

Taking into account future capital expenditure requirements and its cash position, the total of cash dividends paid in any given year may not be less than 20% of total dividends distributed in that year. The final amount, type and percentage of the cash dividends and stock dividends are subject to actual earnings and capital requirements of the Corporation in a particular year.

  • 233 -

Legal reserve should be appropriated until the reserve equals the Corporation’s paid-in capital. The 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.

Under Rule No. 1010012865 and Rule No. 1010047490 issued by the FSC and the directive titled “Questions and Answers for Special Reserves Appropriated Following Adoption of IFRSs”, the Corporation should appropriate or reverse to a special reserve. Any special reserve appropriated may be reversed to the extent that the net debit balance reverses and thereafter distributed.

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

The appropriations of earnings for 2015 and 2014 have been approved in the annual shareholders’ meeting on June 7, 2016 and June 10, 2015, respectively. The appropriations and dividends per share were as follows:


Legal reserve

Cash dividends
Appropriation of Earnings
For Fiscal
Year 2015
For Fiscal
Year 2014
$ 123,656
$ 131,644
910,200
987,433
Dividends Per Share (NT$)
For Fiscal
Year 2015
For Fiscal
Year 2014
$2.4
$2.6

The appropriations of earnings for 2016 had been proposed by the Corporation’s board of directors on February 21, 2017. The appropriations and dividends per share were as follows:

Appropriation Dividends Per
of Earnings Share (NT$)
Legal reserve $ 171,994
Cash dividends 1,314,425 $3.3

The appropriations of earnings for 2016 are subject to the resolution in the shareholders’ meeting to be held on June 8, 2017.

d. Other equity

1)Exchange differences on translating foreign operations

Balance, beginning of the year

Exchange differences on translation of foreign financial
statements

Share of exchange differences on translation of
associates and joint ventures accounted for using the
equity method

Balance, end of the year
**Years Ended December 31 ** **Years Ended December 31 **



2016
$ 127,968

(127,798)

(25,084)

$ (24,914)
2015
$ 136,756
(17,071)
8,283
$ 127,968
  • 234 -

2)Unrealized gain/loss on available-for-sale financial assets

Balance, beginning of the year

Unrealized loss on available-for-sale financial assets

Share of unrealized gain on revaluation of available-for-
sale financial assets of associates and joint ventures
accounted for by the equity method

Balance, end of the year
**Years Ended December 31 ** **Years Ended December 31 **



2016
$ 271,697

(39,469)

673

$ 232,901
2015
$ 370,348
(99,791)
1,140
$ 271,697

3)Unearned employee benefit

In the shareholders meeting on June 7, 2016, the shareholders approved a Restricted Share Unit Plan (“RSU” Plan). Please refer to Note 23.

Balance, beginning of the year
Shares granted
Share-based payment expenses recognized
Balance, end of the year
e. Treasury stock
Balance, January 1, 2015
Decrease during the year
Balance, December 31, 2015
Balance, January 1, 2016
Decrease during the year
Balance, December 31, 2016
Subsidiaries
Shares Held
(In Thousand
Shares)
December 31, 2016
Chroma Investment Co., Ltd.
1,916

December 31, 2015
Chroma Investment Co., Ltd.
1,916
Year Ended
December 31,
2016
$ -
(188,311)

38,359
$(149,952)
Corporation’s
Shares Held
by Its
Subsidiaries
(In Thousand
Shares)
1,916
-
1,916
1,916
-
1,916
Carrying
Value
Market Price
$ 35,714
$ 144,435
$ 35,714
$ 122,405
  • 235 -

For the years ended December 31, 2016 and 2015, there were no changes in the shares held by the subsidiary.

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. The subsidiaries holding treasury shares, however, retain shareholders’ rights, except the rights to participate in any share issuance for cash and to vote.

20. ADDITIONAL INFORMATION ON EXPENSES

The following items were included in net income for the years ended December 31, 2016 and 2015:

Finance cost
Interest on bank loans

Interest on convertible bonds
Less: Amount included in the cost of qualifying assets


Information about capitalized interest were as follows:
Capitalized interest

Capitalization rate

Depreciation expense
Depreciation of property, plant and equipment

An analysis of depreciation by function
Operating cost

Operating expense


Employee benefits expense
Short-term benefits

Share-based payments
Equity-settled share-based payments
Post-employment benefits (see Note 18)
Defined contribution plans
Defined benefit plans
Other employee benefits


An analysis of employee benefits expense by function
Operating cost

Operating expense

Years Ended December 31
2016
2015
$ 26,144
$ 14,119
25,751
27,368

(24,755)

(12,653)
$ 27,140
$ 28,834
$ 24,755
$ 12,653
1.58%-1.60% 1.60%-1.69%
$ 157,159
$ 158,264
$ 27,046
$ 30,724

130,113

127,540
$ 157,159
$ 158,264
$ 1,496,160
$ 1,211,338
86,618
25,077
46,629
43,336
6,510
6,235

33,326

27,893
$ 1,669,243
$ 1,313,879
$ 277,005
$ 238,325
1,392,238
1,075,554
$ 1,669,243
$ 1,313,879
  • 236 -

In compliance with the Company Act as amended in May 2015 and the amended Articles as resolved in the shareholders’ meeting held on June 7, 2016, the Corporation distributed employees’ compensation and remuneration to directors and supervisors at the rates of 5%-20% and no higher than 1.5%, respectively, of net profit before income tax, employees’ compensation, and remuneration to directors and supervisors. The bonus to employees and remuneration to directors and supervisors for the years ended December 31, 2016 and 2015 have been proposed by the Corporation’s board of directors on February 21, 2017 and February 23, 2016. The accrual rates and accrued amounts were as follows:

Employee’s compensation

Remuneration of directors and
supervisors
**Years Ended ** **December 31 **
2016
Amount
Estimated
Rate (%)
$ 300,000
12.96

8,000
0.35
2015
Amount
Estimated
Rate (%)
$ 135,000
8.90
8,000
0.53

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

The appropriations for employee’s compensation and remuneration to directors and supervisors for 2015 have been resolved by the Corporation’s board of directors on February 23, 2016, and the appropriations for bonuses to employees and remuneration to directors and supervisors for 2014 have been approved in the shareholders’ meeting on June 10, 2015. The amounts of the employee’s compensation/bonus and remuneration to directors and supervisors are disclosed on the table below. After the amendments to the Articles had been resolved in the shareholders’ meeting held on June 7, 2016, the appropriations of the employees’ compensation and remuneration to directors and supervisors for 2015 were reported in the shareholders’ meeting.

Employee’s
compensation/bonus to
employees

Remuneration of directors and
supervisors
**Years Ended ** **December 31 **
2015
Cash
Share
$ 135,000
$ -
8,000
-
2014
Cash
Share
$ 195,000
$ -
8,000
-

The amounts of the employee’s compensation and the remuneration to directors and supervisors resolved by the board of directors on February 23, 2016 and the amounts of the bonus to employees and the remuneration to directors and supervisors approved in the shareholders’ meeting on June 10, 2015 did not have difference compared to the respective amounts recognized in the financial statements for the years ended December 31, 2015 and 2014.

Information on the employee’s compensation and remuneration to directors and supervisors for 2016 and 2015 resolved by the board of directors in 2017 and 2016, and the bonuses to employees, directors and supervisors for 2014 resolved by the shareholders’ meeting in 2015 are available at the Market Observation Post System website of the Taiwan Stock Exchange.

  • 237 -

21. INCOME TAXES

a. Income tax recognized in profit or loss

The major components of income tax expense were as follows:

Current tax
In respect of the current period

In respect of unappropriated earnings (10%)
In respect of prior year’s adjustment


Deferred tax
In respect of the current period

Total income tax expense recognized in profit or loss
**Years Ended December 31 ** **Years Ended December 31 **




2016
$ 280,109

17,620
(28,753)

268,976

18,610

$ 287,586
2015
$ 144,443
17,067
(27,789)
133,721
3,907
$ 137,628

Reconciliation of accounting profit and income tax expenses the applicable tax rate is as follows:

Profit before tax from continuing operations
Income tax expense calculated at the statutory rate

Adjustment
Adjustment items in determining taxable income
Tax-exempt income
Temporary difference
Income tax on unappropriated earnings
Investment tax credits
Prior year’s adjustments

Income tax expense recognized in profit or loss
**Years Ended December 31 ** **Years Ended December 31 **



2016
$ 2,007,521

$ 341,279

(28,841)
-
18,610
17,620
(32,329)
(28,753)

$ 287,586
2015
$ 1,374,185
$ 233,612

(53,969)
(12,018)

3,907
17,067

(23,182)
(27,789)
$ 137,628

The applicable tax rate used above is the corporate tax rate of 17% payable by the Corporation.

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

  • 238 -

b. Deferred tax assets and liabilities

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

For the year ended December 31, 2016

For the year ended December 31, 2016
Balance,
Beginning of Recognized in Balance, End
the Year Profit or Loss
of the Year
Deferred tax assets
Temporary difference
Unrealized intercompany gain $ 42,287 $ 28,133
$ 70,420
Net defined benefit liability 6,640 1,611 8,251
Allowance for loss on decline in
inventory market price 21,104 9,632 30,736
Impairment loss 14,158 1,872 16,030
Unrealized foreign exchange - 3,336 3,336
Others
4,240
(1,207)

3,033
$ 88,429 $ 43,377
$ 131,806
Deferred tax liabilities
Temporary difference
Investment income on foreign
investments accounted for by the
equity method $ 101,879 $ 59,315
$ 161,194
Unrealized foreign exchange gain 3,191 (3,191) -
Goodwill
10,096
5,863

15,959
$ 115,166 $ 61,987
$ 177,153
For the year ended December 31, 2015
Balance,
Beginning of Recognized in Balance, End
the Year Profit or Loss
of the Year
Deferred tax assets
Temporary difference
Unrealized intercompany gain $ 38,112 $ 4,175
$ 42,287
Net defined benefit liability 9,157 (2,517) 6,640
Allowance for loss on decline in
inventory market price 17,859 3,245 21,104
Impairment loss 12,691 1,467 14,158
Others
2,338
1,902

4,240
$ 80,157 $ 8,272
$ 88,429
Deferred tax liabilities
Temporary difference
Investment income on foreign
investments accounted for by the
equity method $ 89,044 $ 12,835
$ 101,879
Unrealized foreign exchange gain 5,149 (1,958) 3,191
Goodwill
8,794
1,302

10,096
$ 102,987 $ 12,179
$ 115,166
  • 239 -

c. Information about tax-exemption

Expansion of Construction Project
Profits on expansion and construction projects for year
2010
. Integrated income tax information is as follows:

Balance of imputation credit account (ICA)
Tax-exemption Period Tax-exemption Period
2013.1.1-2017.12.31
**December 31 **

2016
$ 302,877
2015
$ 250,190
  • d. Integrated income tax information is as follows:

The expected and actual creditable ratios for the appropriation of the Corporation’s earnings of 2016 and 2015, respectively, were 17.67% (expect) and 17.10%, respectively.

  • e. Assessment of income tax returns

As of December 31, 2016, the Corporation’s tax returns through 2014 had been examined and cleared by the tax authorities.

22. EARNINGS PER SHARE

Earnings and weighted average shares used to calculate earnings per share were as follows:

Net Income

Profit for the period attributable to owners of the Corporation

Dilutive effect of potential common shares:
Interest on unsecured convertible bonds and valuation gain
on conversion option

Income used to calculate dilutive earnings per share

Shares
Weighted average shares used to calculate basic earnings per
share
Dilutive effect of potential common shares:
Convertible bonds
Compensation or bonus to employees
Employee stock options
Weighted average shares used to calculate dilutive earnings per
share
**Years Ended December 31 ** **Years Ended December 31 ** **Years Ended December 31 **


2016
2015
$ 1,719,935
$ 1,236,557
23,543

27,924
$ 1,743,478
$ 1,264,481
(In Thousands of Shares)
**Years Ended December 31 **
2016
379,930
26,336
4,272
1,788
412,326
2015
376,984
26,755
2,974
1,292
408,005
  • 240 -

Since the Corporation was able to settle compensation paid to employees by cash or shares, the Corporation presumed that the entire amount of the employee compensation would be settled in shares and the resulting potential shares were included in the weighted average number of shares outstanding used in the computation of diluted earnings per share, as the effect is dilutive. Such dilutive effect of the potential shares is included in the computation of diluted earnings per share until the number of shares to be distributed to employees is resolved in the following year.

23. SHARE-BASED PAYMENT ARRANGEMENTS

a. Share option plan

The Corporation granted specific employee share options 7,900 thousand units in March 2016 and 6,000 thousand units in July 2013, respectively, with each option eligible to subscribe for one common share of the Corporation when exercised. The options are valid for six years and exercisable at certain percentages subsequent to the second year of the grant date. The related information for the units granted and exercise price were as follows:

Number of options (in thousands of shares)
Exercise prices per share on grant date (market value on
grant date)
Exercise prices per share (adjusted based on the
Corporation’s employee share option plan)
Grant Date
March 25,
2016
July 8, 2013
7,900
6,000
$67.8
$53.5
$65.7
$48.4

1)Information on granted employee share options was as follows:

Balance at January 1
Options granted
Options exercised
Options forfeited
Balance at December 31
Options exercisable, end of
the year
Weighted-average fair value
of options granted (NT $)
Years Ended December 31
2016
Number of
Options
(In
Thousands)
Weighted-
average
Exercise
Price
(NT$)
5,292
$ 49.9
7,900
65.7
(1,635)
49.0
(19)
-
11,538
60.2
1,941
$ 18.7
2015
Number of
Options
(In
Thousands)
Weighted-
average
Exercise
Price
(NT$)
5,794
$ 49.9
-
-
(384)
49.9
(118)
-
5,292
49.9
1,887
$ -
  • 241 -

2) Information about outstanding options as of December 31, 2016 and 2015 is as follows:

**Years Ended December 31 ** **Years Ended December 31 **
2016
Range of Exercise
Price (NT$)
Weighted-average
Remained
Contractual Life
(Years)
$48.4
2.52
65.7
5.24
2015
Range of Exercise
Price (NT$)
Weighted-average
Remained
Contractual Life
(Years)
$49.9
3.52
-
-
  • 3) The Corporation used the Black-Scholes model to determine the fair value of the options. The valuation assumptions were as follows:
Vested Period
Expected
volatility
Risk-free interest
rate
Expected
dividend rate
Expected life
Grant Date Grant Date
March 25, 2016
2 Years 3 Years 4 Years
31.64%
32.62%
33.08%
0.52%
0.55%
0.61%
-
-
-
4 years 4.5 years
5 years
July 8, 2013
2 Years 3 Years 4 Years

36.43%
38.36%
41.74%

1.12%
1.18%
1.23%
-
-
-

4 years 4.5 years
5 years
  • 4) The Corporation used the fair value of share option to calculate the compensation cost for employee share options granted on March 25, 2016 and July 8, 2013, respectively.
Vested Period
Fair value of
options
(NT$per share)
Grant Date Grant Date
March 25, 2016
2 Years 3 Years 4 Years

$17.37
$18.97
$20.30
July 8, 2013
2 Years 3 Years 4 Years
$16.08
$17.88
$20.28

The Corporation recognized compensation cost of $48,259 thousand and $25,077 thousand for the years ended December 31, 2016 and 2015, respectively.

b. Restricted shares for employees

In the shareholders’ meeting on June 7, 2016, the shareholders approved a Restricted Share Unit Plan (“RSU” Plan) for employees with a total amount of $36,000 thousand, consisting of 3,600 thousand shares with issuance price of $10 dollars per share. It can be issued at one time or several times depending on the circumstance. The RSU Plan is approved under Rule No. 1050024381 issued by the FSC on June 27, 2016. The Corporation issued 3,100 thousand shares on July 8, 2016, the subscription date. The details of RSU Plan are as follows:

1) Employees who are granted RSUs, upon meeting the Corporation’s financial performance and personal performance indicators, are eligible to be vested 10, 20, 30 and 40 percent of the RSUs granted after 1, 2, 3 and 4 years of tenure after the subscription date, respectively.

  • 242 -

  • 2) The restrictions on the rights of the employees who are granted RSUs but have not met the vesting conditions are as follows:

  • a) The employees are not eligible to sell, pledge, transfer, donate or to dispose any RSUs in any form.

  • b) The employees holding RSUs are entitled to receive dividends and similar purchasing rights to ordinary shares during capital increase. Cash dividends from RSUs are not restricted during the vesting period. Cash dividends are appropriated to the employees’ personal account from trust account after the dividend distribution date.

  • c) Before the restricted shares are vested to the employees, the right of attendance, proposal, speech, voting and other rights of shareholders are acted by the custodian.

  • d) The RSUs should be delivered to trust custodians upon grant date. The employees cannot request for return in any manner before vesting conditions are met.

  • 3) If an employee fails to meet the vesting conditions, the Corporation will recall or buy back and cancel the restricted shares at issued price. If an employee voluntarily resigns, retires, disabled or decease due to occupational hazards, dismissed, be transferred to another post, violates labor contracts or working protocols substantially or abandons restricted shares, related guidelines of RSU Plan will be followed accordingly.

Information relating to outstanding employee restricted shares as of December 31, 2016 was as follows:

Year Ended
December 31,
2016
Outstanding shares at the beginning of the year -
Shares granted 3,100
Shares canceled -
Outstanding shares at the end of the year 3,100

Compensation cost of share-based payment arising from the RSU Plan was $38,359 thousand was recognized for the year ended December 31, 2016. As of December 31, 2016, unearned compensation cost arising from issuance of restricted shares was $149,952 thousand and was recorded as a deduction to other equity.

24. 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 shareholders through the optimization of the debt and equity balance. The Corporation’s capital management is aims to maintain the sufficiency of financial resources and the soundness of operating strategies to meet the needs for operating capital, capital expenditure, R&D expenses, debt handling, dividend disbursement, etc.

  • 243 -

25. FINANCIAL INSTRUMENTS

Information for Fair Value

  • a. Fair value of financial statement that are not measured at fair value

The fair values of some financial assets and liabilities were not presented because they have no quoted prices in active market or their cost is close to fair value; thus, their fair values are not disclosed.

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

  • 1) Fair value hierarchy

December 31, 2016
Available-for-sale
financial assets
Domestic listed
market securities
Equity securities

Open-end beneficial
certificate


Financial assets at value
through profit or loss
December 31, 2015
Available-for-sale
financial assets
Domestic listed
market securities
Equity securities

Open-end beneficial
certificate


Financial liabilities at
value through profit or
loss
Level 1
$ 314,233
2,030,362

$ 2,344,595

$ -

$ 359,543
1,824,521

$ 2,184,064

$ -
Level 2
$ -
-

$ -

$ 725

$ -
-

$ -

$ 1,483
Level 3
$ -
-

$ -

$ -

$ -
-

$ -

$ -
Total
$ 314,233
2,030,362
$ 2,344,595
$ 725
$ 359,543
1,824,521
$ 2,184,064
$ 1,483


There were no transfers between Levels 1 and 2 for the years ended December 31, 2016 and 2015.

  • 2) Valuation techniques and inputs applied for the purpose of measuring Level 2 fair value measurement

Financial Instruments

Valuation Techniques and Inputs

Derivative - convertible Binomial tree valuation model of convertible bonds: The fair bonds value of the derivative financial assets embedded in convertible bonds were determined based on the observable closing price of the stocks at balance sheet date and risk-free interest rate with risk premium.

  • 244 -

Categories of Financial Instruments

Financial assets
Financial assets at fair value through profit or loss

Loan and receivable (a)

Available-for-sale financial assets (b)

Financial liabilities
Financial liabilities at fair value through profit or loss
Financial liabilities at amortized cost (c)
**December 31 **
2016
2015
$ 725
$ -
4,185,570
2,819,015
2,516,768
2,365,824
-
1,483
5,208,564
4,116,916
  • a. The balances included loans and receivables measured at amortized cost, which comprise cash and cash equivalents, notes receivable, accounts receivable, other receivables and refundable deposits.

  • b. The balances included the carrying amount of available-for-sale financial assets measured at cost.

  • c. The balances included financial liabilities measured at amortized cost, which comprise short-term and long-term loans, short-term bills payable, notes payable, accounts payable, other payables, bonds payable and guarantee deposits received.

Since there is a wide range of estimated fair value of the Corporation’s investments in non-publicly traded-stocks, the Corporation concludes that fair value cannot be reliably measured and therefore should be measured at the cost less any impairment.

Financial Risk Management Objectives and Strategies

The Corporation’s major financial instruments consist of equity investment, cash and cash equivalents, accounts receivable, long-term and short-term borrowings, account payable and bonds payable. The Corporation’s financial risk management pertains to financial risks relating to the operations of the Corporation, including currency risk, interest rate risk, credit risk and liquidity risk. The Corporation seeks to identify, evaluate and hedge against market uncertainties to lower the effect of market changes on the Corporation’s financial performance.

The Corporation manages foreign exchange risk through setting up of foreign currency deposit bank accounts and through the use of foreign currency directly received from sale to pay for purchases in foreign currency to reduce the impact of foreign exchange fluctuation and to achieve a natural hedge effect. The Corporation actively observes the exchange rate information to fully control the foreign currency hedge.

a.Market risk

The Corporation’s activities expose it primarily to the financial risks of changes in exchange rates (see Item (1) below), interest rates (see Item (2) below) and price (see Item (3) below).

There has been no change to the Corporation’s exposure to market risks or the manner in which these risks are managed and measured.

  • 245 -

The sensitivity analysis of exchange rates and interest rates is as follows:

1) Exchange rate sensitivity analysis

The Corporation is exposed to foreign currencies arising from engagement in foreign-currency sales and purchases. To avoid the decrease in foreign-currency assets and adverse fluctuations in future cash flow resulting from exchange rate changes, the Corporation used derivative financial instruments (forward exchange contracts) to hedge against adverse risks pertaining to exchange rates. The forward exchange contracts which the Corporation used were less than six months so they were not subject to hedge accounting.

Refer to Note 29 for information of the carrying value of the Corporation’s monetary assets and liabilities denominated in nonfunctional currency and of the derivatives exposing to foreign currency risk at the end of the reporting period.

Foreign currency sensitivity analysis

The Corporation was mainly exposed to USD, EUR, HKD, JPY and RMB.

Had the NTD strengthened/weakened by 5% against the relevant currency, the income before tax would have decreased/increased by $113,493 thousand and $65,104 thousand for the years ended December 31, 2016 and 2015, respectively. The 5% sensitivity rate is used when reporting foreign currency risk internally to key management personnel and represents management’s assessment of the reasonably possible change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currencydenominated monetary items and their translation at period-end is adjusted for a 5% change in foreign-currency rates.

2) Interest rate risk

The Corporation is exposed to interest rate risk because entities in the Corporation borrow funds both at fixed and floated interest rates. The Corporation evaluates hedging activities regularly to align with interest rate views and defined risk appetite and ensures the most cost-effective hedging strategies are applied.

The carrying amounts of the financial assets and liabilities exposed to interest rates were as follows:

ollows:
Fair value interest rate risk
Financial assets

Financial liabilities

Cash flow interest rate risk
Financial assets

Financial liabilities
**December 31 **
2016
2015
$ 210,074
$ -
1,397,140
1,758,093
1,412,419
876,077
2,000,000
1,330,000

Interest rate sensitivity analysis

The sensitivity analyses below have been determined on the basis of the exposure to interest rates for both derivative and nonderivative instruments at balance sheet dates. For floating rate liabilities, the analysis is prepared assuming the amount of the liability outstanding at the balance sheet dates outstanding for the entire period. A 50 basis point increase or decrease is used when reporting interest rate risk internally to key management personnel and represents management’s assessment of the reasonably possible change in interest rates.

  • 246 -

Had interest rates been 50 basis points higher/lower and all other variables been held constant, the income before tax would have decreased/increased by $2,938 thousand and $2,270 thousand for the years ended December 31, 2016 and 2015, respectively. These pretax income changes would be mainly due to the Corporation’s exposure to interest rates on its variable rate deposits and bank loans.

3) Price risk

The Corporation is exposed to equity price risks arising from investment in available-for-sale financial assets (mainly investment in open-end beneficial certificates and listed stocks in Taiwan), which are held for strategic rather than trading purposes. The Corporation does not actively trade these investments.

The Corporation manages the risk through holding various portfolios of investments and having every equity investment get prior approval from the Corporation’s management.

Price sensitivity analysis

Had equity prices been 5% higher/lower, the other comprehensive income would have increased/decreased by $117,230 thousand and $109,203 thousand because of changes in fair values of available-for-sale financial assets held by the Corporation for the years ended December 31, 2016 and 2015, respectively.

b. 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 financial guarantees provided by the Corporation could arise from:

1) The carrying amount of accounts receivables from operating activities; and

2) The amount of bank deposits, fixed-income and other financial instruments from investing activities.

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.

Accounts receivables involve a large number of customers, spread across diverse industries and geographical areas. Ongoing credit evaluation is performed on the financial condition of accounts receivable, including the evaluation of internal credits, historical transaction records, present economic circumstances, etc. which affect the customers’ payment ability.

The credit risk of bank deposits, fixed-income financial instruments and other financial instruments are evaluated, managed and controlled by the Corporation’s financial department. The Corporation’s exposure to credit risk was limited because the Corporation adopted a policy of only dealing with creditworthy counterparties.

c. Liquidity risk

The Corporation manages liquidity risk by managing and maintaining sufficient cash and cash equivalents to supply the Corporation’s demand and lighten the effects of cash flow fluctuations. The Corporation continuously monitors the use of credit lines and conformity to loan terms.

  • 247 -

Bank loans are a significant source of the Corporation’s liquidity risk. As of December 31, 2016 and 2015, the Corporation’s unused bank credit lines in bank were $2,540,250 thousand and $2,540,000 thousand, respectively.

Liquidity and interest risk tables

The following tables detail the Corporation’s remaining contractual maturity for its nonderivative financial liabilities with agreed repayment periods. The tables have 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.

The bank loans are listed on the earliest date on which the Corporation may be required to pay without considering the probability of the lending bank’s executing its rights; other nonderivative financial liabilities are listed at their contract repayment dates.


Nonderivative financial liabilities
Notes payable (including related parties)
Accounts payable (including related
parties)

Other payable
Unsecured convertible bonds
Floating interest rate instruments



Nonderivative financial liabilities
Notes payable (including related parties)
Accounts payable (including related
parties)
Other payable
Unsecured convertible bonds
Floating interest rate instruments
December 31, 2016
Within 1 Year
Over 1 Year
to 5 Years
$ 510
$ -

1,152,225
-
658,120
-
-
1,450,500

824,278
1,209,575

$ 2,635,133
$ 2,660,075

December 31, 2015
More Than
5 Years
$ -
-
-
-
-
$ -
Within 1 Year
Over 1 Year
to 5 Years
$ 35
$ -

569,049
-
459,173
-
-
1,854,100

120,358
1,251,071

$ 1,148,615
$ 3,105,171
More Than
5 Years
$ -
-
-
-
-
$ -

After considering the financial position of the Corporation, management does not think the banks will execute their rights of requiring the Corporation to repay the bank loans. In addition, management believes the operating funds of the Corporation and subsidiaries are sufficient to meet cash flow demand; thus, liquidity risk is not considered significant.

The Corporation’s operating funds are sufficient to meet the cash flow demand; the Corporation does not make use of its overdraft limit.

  • 248 -

26. RELATED-PARTY TRANSACTIONS

The related parties and relationships with the Corporation were as follows:

Relationship with the Related Party Corporation Chroma Ate Inc. (“Chroma USA”) Subsidiary Neworld Electronics Ltd. (“Neworld Electronics”) Subsidiary Chroma Ate Europe B.V. (“Chroma Europe”) Subsidiary CHI Incorporation Ltd. (“CHI”) Subsidiary Chroma Investment Co., Ltd. (“Chroma Investment”) Subsidiary Chen Hwa Technology Inc. (“Chen Hwa”) Subsidiary Sensational Holding Ltd. (“Sensational”) Subsidiary Chroma New Material Corp. (“Chroma New Material”) Subsidiary Chroma Japan Corp. (“Chroma Japan”) Subsidiary Chroma System Solutions Inc. (“CSS”) Subsidiary Quantel Private Ltd. (“Quantel”) Subsidiary (the Corporation acquired control over the subsidiary since April 1, 2016, refer to Note 12) San Eagle Development Corp. (“San Eagle”) Subsidiary Wei Kuang Automatic Equipment Co., Ltd. (“Wei Kuang Subsidiary Automatic”) Testar Electronic Corp. (“Testar Electronic”) Subsidiary Deep Red Holding Co., Ltd. (“Deep Red”) Subsidiary Adivic Technology Co. (“Adivic Tech.”) Subsidiary Sajet System Technology (Suzhou) Co., Ltd. (“Sajet Subsidiary Suzhou”) Wei Kuang Mech Eng Inc. (“Wei Kuang”) Subsidiary Advic Holding Corp. (“Advic Holding”) Subsidiary Chroma Electronics (Shenzhen) Co., Ltd. (“Chroma Subsidiary Shenzhen”) Chroma Electronics (Shanghai) Co., Ltd. (“Chroma Subsidiary Shanghai”) Chroma (Shanghai) Trading Co., Ltd. (“Chroma Shanghai Subsidiary Trading”) Chroma Ate (Suzhou) Ltd. (“Chroma Suzhou”) Subsidiary Mou Kuan Technologies (Nanjin) Co., Ltd. (“Mou Kuan Subsidiary Nanjin”) Wei Kuang Automatic Equipment (Nanjin) Co., Ltd. (“Wei Subsidiary Kuang Nanjin”) Wei Kuang Automatic Equipment (Xiamen) Co., Ltd. (“Wei Subsidiary Kuang Xiamen”) EVT Technology Co., Ltd. (“EVT”) Subsidiary (the Corporation acquired control over the subsidiary since June 1, 2015, refer to Note 12) Wei Da Electric Vehicle Co., Ltd. (“Wei Da Electric”) Subsidiary (EVT’s subsidiary) DynaScan Technology Corp. (“DynaScan”) Associate Chih Ho Shun Development Co., Ltd. (“Chih Ho Shun”) Joint venture Adlink Technology Inc. (“Adlink”) Associate Mon Kuan Technologies Co., Ltd. (“Mon Kuan Tec.”) Other related party

  • 249 -

The related-party transactions were conducted under normal terms unless specified otherwise.

a. Sales

Related Party Categories
Subsidiaries

Associates

**Years Ended December 31 ** **Years Ended December 31 **


2016
$ 4,379,764

13,130

$ 4,392,894
2015
$ 2,741,461
18,761
$ 2,760,222

To raise market share and expand its market in the America, Europe and Mainland China, the Corporation set up Chroma USA, Chroma Ate Europe B.V. and Neworld Electronics Ltd. The selling prices for Chroma USA, CSS, Chroma Europe, Neworld Electronics, Chroma Suzhou, and Chroma Shenzhen were determined after taking the selling and post-sale service expenses into consideration.

b. Purchase

Related Party Categories
Subsidiaries

Associates
Other related party


c. Notes receivable
Related Party Categories
Subsidiaries

d. Accounts receivable (without loans to related parties)
Related Party Categories
Subsidiaries

Associates


e. Notes payable
Related Party Categories
Other related parties
**Years Ended December 31 ** **Years Ended December 31 **


2016
2015
$ 362,846
$ 29,971
17,582
12,889
18

107
$ 380,446
$ 42,967
**December 31 **
2016
2015
$ 354
$ 3,920
**December 31 **


2016
2015
$ 1,596,371
$ 1,051,854
7,891

11,649
$ 1,604,262
$ 1,063,503
**December 31 **
2016
$ 90
2015
$ -
  • 250 -

  • f. Accounts payable (without borrowing to related parties)

Related Party Categories
Subsidiaries

Associates


Loans to related parties
Related Party Categories
1) Other receivable - financing provided


Subsidiaries (Note)

2) Interest receivables
Subsidiaries (Note)

3) Interest revenue
Subsidiaries (Note)
**December 31 ** **December 31 **


2016
2015
$ 73,114
$ 28,858
8,496

5,789
$ 81,610
$ 34,647
**Years Ended December 31 **




2016
$ 161,874

$ 675

$ 4,071
2015
$ 168,854
$ 373
$ 5,067
  • g. Loans to related parties

Note:Other information related to financing provided is shown in Table 1 (attached).

  • h. Endorsement guarantees provided
Related Party Categories
Subsidiaries (Note)
**December 31 ** **December 31 **
2016
$ 143,180
2015
$ 164,580

Note:Other information related to endorsement guarantees provided is shown in Table 2 (attached).

  • i. Others

  • 1) Commission expense

Related Party Categories
Subsidiaries
**Years Ended December 31 ** **Years Ended December 31 **
2016
$ 46,616
2015
$ 31,878

Commission expense refers to the disbursements made for business introduction activities.

  • 251 -

2) Rental income

Related Party Categories
Subsidiaries

Associates
Other related parties

Years Ended December 31 Years Ended December 31


2016
$ 15,117

1,260
-

$ 16,377
2015
$ 15,026
1,260
218
$ 16,504

The Corporation leased out some floors of the buildings in Hwa-Ya Technical Park in Lin-Kou to the above related parties under operating lease contracts, and these leases were based on market prices. Rents were paid and collected monthly.

  • 3) Management service income
Related Party Categories
Subsidiaries
Years Ended December 31 Years Ended December 31
2016
$ 6,600
2015
$ 6,650

Management service income was from the Corporation’s provision of administrative services.

  • 4) Other income
Related Party Categories
Subsidiaries
Years Ended December
31
2016
2015
$ 14,
495
$ 14,
701

Other income is the earnings on repairs and maintenance.

  • 5) Other current assets - other receivable
Related Party Categories
Subsidiaries

Associates

December 31 December 31


2016
$ 76,993

552

$ 77,545
2015
$ 93,039
136
$ 93,175

There were allowances for receivables on managerial services and building rentals.

  • 6) Receipts in advance and other current liabilities
Related Party Categories
Subsidiaries
December 31 December 31
2016
$ 702
2015
$ 3,909

There were receipts in advance from selling.

  • 252 -

j. Compensation of key management personnel

Short-term employee benefits

Post-employment benefits

**Years Ended December 31 ** **Years Ended December 31 **


2016
$ 111,365

2,096

$ 113,461
2015
$ 61,687
2,022
$ 63,709

27. ASSETS PLEDGED

The assets pledged as collaterals for bank loans (unused) were as follows:

Property, plant and equipment, net
**December 31 ** **December 31 **
2016
$ 715,395
2015
$ 723,040

28. SIGNIFICANT EVENTS

On January 17, 2012, the Corporation, Dynapack International Corporation and Heran Tech. Co., Ltd. won a bid for the ownership of land and the building and related facilities to be built on the land pertaining to “The Action Plan for Developing Land Surrounding the MRT Airport Station to Improve Civilians’ Life,” which had been reviewed and approved by the Ministry of the Interior (MOI).

The total bid price was $10,088,890 thousand, covering land with an area of 222,300 square meters. As a result of winning the above bid, the Corporation acquired 35%, or 77,805 square meters, of a certain piece of land for $3,531,112 thousand. On April 18, 2012, the Corporation signed the land purchase contract with the MOI; the payment schedule for this purchase is as follows:

  • a. The first installment of the bid amount (10% of the total bid amount, or $353,111 thousand) should be paid within 10 days from the contract date. The Corporation paid the first installment using the bid deposit ($353,040 thousand) and by adding cash.

  • b. To meet the schedule for zone expropriation, the Corporation should pay the second installment (30% of the total bid amount) within 10 days of receiving the payment notice from the MOI. The MOI will approve the Corporation’s land usage rights as the payment is made. On September 3, 2013, the Corporation has paid the second installment $1,059,333 thousand.

  • c. To help the MOI provide the compensations for land expropriation and complete the demolition and relocation of structures on the land, the Corporation should pay the third installment (40% of the total bid amount) within 10 days of the payment notice from the MOI. The MOI will then check with the Corporation to see if the demolition and relocation are completed as the payment is made. In November 2015 and July 2016, the Corporation has paid the first part of the third installment $536,729 thousand and the remaining part of the third installment $875,716 thousand, respectively.

  • d. The Corporation should accomplish the following things within four years from the time of obtaining the approval of the land usage rights:

  • 1)Open up the main road system and build related public facilities.

  • 2) Acquire the building license for 50% percent of all industrial land and register with the authorities to go into operation.

  • 253 -

After completing the above requirements, the Corporation should apply to the MOI for the approval to acquire real property rights to the structures and facilities built. The Corporation should pay the fourth installment (20% of the total bid amount) within 10 days upon obtaining the approval and receipt of the payment notice from the MOI. The MOI will issue the transfer-certificate of property rights over the land.

The Corporation has agreed to comply with the MOI’s requirement for the MOI’s placing of caution on undeveloped land before ownership of real property is turned over to the Corporation. The MOI will cancel this caution once it determines that the Corporation has completed all the required land development, building and facility construction and land improvements.

29. SIGNIFICANT ASSETS AND LIABILITIES DENOMINATED IN FOREIGN CURRENCIES

The monetary assets or liabilities denominated in foreign currencies have material effect on the Corporation and subsidiaries’ financial statements are as follows:

Financial assets
Monetary items
USD

JPY

EUR

RMB

HKD



Non-monetary items
Investments accounted for by the equity
method
USD

HKD

EUR

JPY

SGD




Financial liabilities

Monetary items
USD
December 31, 2016
Foreign
Currencies
(In
Thousands)
Exchange
Rate
Carrying
Amount
(In Thousands
of Dollars)
$ 51,400
32.250
$ 1,657,640

561,309
0.276
154,921

3,187
33.900
108,040

115,665
4.617
534,025

211
4.158

878


$ 2,455,504

35,362
32.250
$ 1,154,112

205,118
4.158
852,879

4,043
33.900
137,072

(103,228)
0.276
(28,491)

4,740
22.290

114,145


$ 2,229,717



5,756
32.250
$ 185,641
  • 254 -
Financial assets
Monetary items
USD

JPY

EUR

RMB

HKD



Non-monetary items
Investments accounted for by the equity
method
USD

HKD

EUR

JPY




Financial liabilities

Monetary items
USD
December 31, 2015
Foreign
Currencies
(In
Thousands)
Exchange
Rate
Carrying
Amount
(In Thousands
of Dollars)
$ 34,110
32.825
$ 1,119,645

560,341
0.273
153,127

1,461
35.880
52,436

28,037
4.995
140,052

169
4.235

715


$ 1,465,975

35,621
32.825
$ 1,137,655

191,695
4.235
811,830

3,799
35.880
136,318

(59,061)
0.273

(16,124)


$ 2,069,679



4,988
32.825
$ 163,735

For the years ended December 31, 2016 and 2015, (including realized and unrealized) net foreign exchange losses were $57,580 thousand and net foreign exchange gains $52,536 thousand, respectively. It is impractical to disclose net foreign exchange gains (losses) by each significant foreign currency due to the variety of the foreign currency transactions and functional currencies.

30. ADDITIONAL DISCLOSURES

Following are the additional disclosures required by the Securities and Futures Bureau for the Corporation and its investees:

  • a. Financing provided: Table 1 (attached).

  • b. Endorsement/guarantee provided: Table 2 (attached).

  • c. Marketable securities held (excluding investment in subsidiaries, associates and joint controlled entities): Table 3 (attached).

  • d. Marketable securities acquired and disposed of at costs or prices of at least $300 million or 20% of the paid-in capital: None.

  • e. Acquisition of individual real estate properties at costs of at least $300 million or 20% of the paid-in capital: Table 4 (attached).

  • 255 -

  • f. Disposal of individual real estate properties at prices of at least $300 million or 20% of the paid-in capital: None.

  • g. Total purchase from or sale to related parties amounting to at least $100 million or 20% of the paid-in capital: Table 5 (attached).

  • h. Receivable from related parties amounting to at least $100 million or 20% of the paid-in capital: Table 6 (attached).

  • i. Derivative transactions: Note 7.

  • j. Names, locations, and related information of investees on which the Corporation exercised significant influence: Table 7 (attached).

  • k. Information on investment in Mainland China:

  • 1) The name of the investee in Mainland China, the main businesses and products, its issued capital, method of investment, information on inflow or outflow of capital, percentage of ownership, 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 (attached).

  • 2) 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:

    • a) The amount and percentage of purchases and the balance and percentage of the related payables at the end of the period: Table 5.

    • b) The amount and percentage of sales and the balance and percentage of the related receivables at the end of the period: Table 5.

    • c) The amount of property transactions and the amount of the resultant gains or losses: None.

    • d) The balance of negotiable instrument endorsements or guarantees or pledges of collateral at the end of the period and the purposes: None.

    • e) The highest balance, the end of period balance, the interest rate range, and total current period interest with respect to financing of funds: None.

    • f) Other transactions that have a material effect on the profit or loss for the period or on the financial position, such as the rendering or receiving of services: None.

  • 256 -

TABLE1

CHROMA ATE INC. AND SUBSIDIARIES

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

No. Financing Company
Name
Counterparty Financial
Statement
Account
Related
Parties
Maximum
Balance for
the Period
Ending
Balance
Balance Used
Interest
Rate
Financing
Provided
(Note 7)
Transaction
Amounts
Reasons for
Short-term
Financing
Allowance
for Bad Debt
**Collateral ** **Collateral ** Financing
Limit for
Each
Borrowing
Company
Financing
Company’s
Financing
Amount
Limits
Item Value
0 Chroma Ate Inc. (the
“Corporation”)
Chroma Systems Solutions
Inc.
Chroma Japan Corp.
Other receivable
Other receivable
Y
Y
$ 125,341
42,414
$ 125,341

40,847
$ 125,341

36,533
3.25%
-
a
a
$ 318,408
119,884
-
-
$ -
-
-
-
$ -
-
$ 1,061,663
(Note 1)

1,061,663
(Note 1)
$ 2,123,325
(Note 2)
2,123,325
(Note 2)
1 Chroma Electronics
(Shenzhen) Co., Ltd.
Chroma Ate (Suzhou) Ltd. Other receivable Y 15,421
15,421

-
- a 38,948 - - - -
45,437
(Note 3)
90,873
(Note 4)
2 Wei Kuang Automatic
Equipment (Xiamen)
Co., Ltd.
Chroma (Shanghai)
Trading Co., Ltd.
Other receivable Y 3,694
-

-
2.60% b - Purchase for
PPE
- - -
175,882
(Note 5)
175,882
(Note 5)

Note 1: Based on 10% of the net value of the Corporation ($10,616,627 × 10% = $1,061,663).

Note 2: Based on 20% of the net value of the Corporation ($10,616,627 × 20% = $2,123,325).

Note 3: Based on 10% of the net value calculated on the latest financial statements of borrowing company that have been audited ($454,366 × 10% = $45,437).

Note 4: Based on 20% of the net value calculated on the latest financial statements of borrowing company that have been audited ($454,366 × 20% = $90,873).

Note 5: Based on 70% of the net value calculated on the latest financial statements of borrowing company that have been audited ($251,260 × 70% = $175,882).

Note 6: The amounts listed in columns were translated into New Taiwan dollars at the exchange rate of US$1=NT$32.250, RMB1=NT$4.617 and JPY1 = NT$0.276 as of December 31, 2016.

Note 7:

Financing provided:

a. For transactions.

b. For short-term financing.

  • 257 -

TABLE 2

CHROMA ATE INC. AND SUBSIDIARIES

ENDORSEMENT/GUARANTEE PROVIDED FOR THE YEAR ENDED DECEMBER 31, 2016

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

No. Endorsement/
Guarantee Provider
Counterparty Counterparty Limits on Each
Counter-party’s
Endorsement/
Guarantee
Amount
(Note 1)

Highest Amount
of Guarantee
Provided for the
Year


Ending Balance
Amount of
Guarantee
Actually Used

Value of
Collateral
Ratio of
Accumulated
Amount of
Collateral to
Net Equity
Shown in the
Latest Financial
Statements

Maximum
Collateral/
Guarantee
Amounts
Allowable
(Note 2)
Endorsed/
Guaranteed to
Subsidiaries by
Parent
Company
Endorsed/
Guaranteed to
Parent
Company by
Subsidiaries
Endorsed/
Guaranteed to
Investees in
Mainland China
Name Nature of Relationship
0 Chroma Ate Inc. Chroma USA
Chroma Japan Corp.
Quantel Private Ltd.
Subsidiary
Subsidiary
Subsidiary
$ 1,592,494
1,592,494
1,592,494
$ 129,000
34,100
44,580
$ 64,500
34,100
44,580
$ 64,500
22,080
-
$ -
-
-
0.61%
0.32%
0.42%
$ 3,184,988
3,184,988
3,184,988
Y
Y
Y
-
-
-
-
-
-
  • Note 1: According to Regulation of the “Procedures for Endorsement/Guarantee and lending of Funds”, the Corporation limits the endorsement/guarantee amount on each entity to (a) within 15% of the net value of the Corporation ($10,616,627 × 15% = $1,592,494) and (b) the capital issued of the entity endorsed/guaranteed, but 100% held subsidiary is not limited by the regulation.

Note 2: According to Regulation of the “Procedures for Endorsement/Guarantee and Lending of Funds”, the Corporation limits the endorsement/guarantee amount within the 30% of the net value of the Corporation ($10,616,627 × 30% = $3,184,988).

Note 3:

The amounts listed in columns were translated into New Taiwan dollars at the exchange rate of US$1=NT$32.250, JPY1 = NT$0.276 as of December 31, 2016.

  • 258 -

TABLE 3

CHROMA ATE INC. AND SUBSIDIARIES

MARKETABLE SECURITIES HELD FOR THE YEAR ENDED DECEMBER 31, 2016

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

Holding Company Name Marketable Securities Type and Issuer Relationship with the
Holding Company
Financial Statement Account December 31, 2016 December 31, 2016 Note
Shares/Units
(Thousands)
Carrying Value Percentage of
Ownership
Market Value or
Net Asset Value
Chroma Ate Inc. (the “Corporation”)
Chroma New Material Corp.
Chroma Investment Co., Ltd.
Adivic Technology Co.
Chen Hwa Technology Inc.
Fund
The RSIT Enhanced Money Market Fund
Paradigm Pion Money Market
Yuanta Wan Tai Money Market
Fuh Hwa You Li Money Market Fund
Cathay Taiwan Money Market
Mega Diamond Money Market
Union Money Market
Stocks
DynaColor, Inc.
Chunghwa Telecom Co., Ltd.
China Communications Media Group Co., Ltd.
WK Technology Fund IX Ltd.
Twoway Catv Service Inc.
Tian Zheng International Precision Machinery Co., Ltd.
WK Technology Fund IV Ltd.
WK Technology Fund VI Ltd.
WI Harper INC Fund VII LP
Fund
Fuh Hwa You Li Money Market Fund
The RSIT Enhanced Money Market Fund
Paradigm Pion Money Market
Fund
Hua Nan Kirin Money Market Fund
Stocks
Greatek Electronics Inc.
Adlink Technology Inc.
ICHIA Tech. 2nd Unsecured Convertible Bond
Chroma Ate Inc.
Fei Hong Industrial Co., Ltd.
Cosmactive Broadband Networks Co., Ltd.
Prance System Technology Co., Ltd.
Fund
Cathay Taiwan Money Market Fund
Stocks
Hangzhou New Material Chroma Co., Ltd.
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
The Corporation
-
-
-
-
-
Available for sale financial assets - current
Available for sale financial assets - current
Available for sale financial assets - current
Available for sale financial assets - current
Available for sale financial assets - current
Available for sale financial assets - current
Available for sale financial assets - current
Available for sale financial assets - non-current
Available for sale financial assets - non-current
Available for sale financial assets - non-current
Financial assets carried at cost - non-current
Financial assets carried at cost - non-current
Financial assets carried at cost - non-current
Financial assets carried at cost - non-current
Financial assets carried at cost - non-current
Financial assets carried at cost - non-current
Available-for-sale financial assets - current
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 - noncurrent
Financial assets carried at cost - non-current
Financial assets carried at cost - non-current
Financial assets carried at cost - non-current
Available for sale financial assets - current
Financial assets carried at cost - non-current
24,722
24,732
18,863
21,184
21,282
36,520
13,098
6,050
412
26
4,614
3,561
2,300
2,560
1,806
-
6,829
4,525
2,642
5,768
85
68
10
1,916
4,174
26
111
1,419
-
$ 293,219
283,281
283,154
283,043
262,784
453,518
171,363
271,962
41,857
414
46,140
39,218
33,000
25,600
18,063
10,152
91,238
53,674
30,264
68,443
3,318
4,135
983
144,435
17,175
110
-
17,523
9,191
-
-
-
-
-
-
-
6.1
-
-
4.6
4.4
9.7
1.9
1.4
-
-
-
-
-
-
-
-
-
10.3
1.5
5.1
-
19.0
$ 293,219
283,281
283,154
283,043
262,784
453,518
171,363
271,962
41,857
414
-
-
-
-
-
-
91,238
53,674
30,264
68,443
3,318
4,135
983
144,435
-
-
-
17,523
-
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 1
Note 1
Note 1
-
-
-
-
-
-
Note 2
Note 2
Note 2
Note 2
Note 1
Note 1
Note 1
Note 1
-
-
-
Note 2
-

Note 1: Based on the closing price as of December 31, 2016.

Note 2: Based on the net asset value of the fund as of December 31, 2016.

  • 259 -

TABLE 4

CHROMA ATE INC. AND SUBSIDIARIES

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

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

Company
Name
Type of
Property
Transaction
Date
Transaction
Amount
Payment Term Counter-party Nature of
Relationship
Prior Transaction of Related Counterparty Prior Transaction of Related Counterparty Prior Transaction of Related Counterparty Prior Transaction of Related Counterparty Price
Reference
Purpose of
Acquisition
Other Terms

Owner
Relationship
Transfer
Date
Amount
Chroma Ate Inc. Construction in
progress and
prepayments
for equipment.

2016.07.25
$ 875,716 Based on a
contract; third
installment had
been paid.
Ministry of the
Interior,
Republic of
China
- - - - $ - Public
bidding
Manufacturing,
R&D,
operating and
building
employee
dormitories
Note

Note: Please see Note 28 to the financial statements for related information.

  • 260 -

TABLE 5

CHROMA ATE INC. AND SUBSIDIARIES

TOTAL PURCHASE FROM OR SALE 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)

Company Name Related Party Nature of
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 **
Chroma Ate Inc. (the “Corporation”)
Neworld Electronics Ltd.
Chroma Ate Inc. (the “Corporation”)
Chroma Ate Inc. (USA)
Chroma Ate Inc. (the “Corporation”)
Chroma Systems Solutions Inc.
Chroma Ate Inc. (the “Corporation”)
Chroma Electronics (Shenzhen) Co.,
Ltd.
Chroma Ate Inc. (the “Corporation”)
Chroma Ate Europe B.V.
Chroma Ate Inc. (the “Corporation”)
Chroma Ate (Suzhou) Ltd.
Chroma Ate Inc. (the “Corporation”)
Chroma Japan Corp.
Chroma Ate Inc. (the “Corporation”)
Quantel Private Ltd.
Chroma Ate Inc. (the “Corporation”)
Wei Kuang Automatic Equipment
Co., Ltd.
Neworld Electronics Ltd.
Chroma Ate Inc. (the “Corporation”)
Chroma Ate Inc. (USA)
Chroma Ate Inc. (the “Corporation”)
Chroma Systems Solutions Inc.
Chroma Ate Inc. (the “Corporation”)
Chroma Ate Inc. (Shenzhen) Co.,
Ltd.
Chroma Ate Inc. (the “Corporation”)
Chroma Ate Europe B.V.
Chroma Ate Inc. (the “Corporation”)
Chroma Ate (Suzhou) Ltd.
Chroma Ate Inc. (the “Corporation”)
Chroma Japan Corp.
Chroma Ate Inc. (the “Corporation”)
Quantel Private Ltd.
Chroma Ate Inc. (the “Corporation”)
Wei Kuang Automatic Equipment
Co., Ltd.
Chroma Ate Inc. (the “Corporation”)
Subsidiary
Parent company
Subsidiary
Parent company
Subsidiary
Parent company
Subsidiary
Parent company
Subsidiary
Parent company
Subsidiary
Parent company
Subsidiary
Parent company
Subsidiary
Parent company
Subsidiary
Parent company
(Sale)
Purchase
(Sale)
Purchase
(Sale)
Purchase
(Sale)
Purchase
(Sale)
Purchase
(Sale)
Purchase
(Sale)
Purchase
(Sale)
Purchase
Purchase
(Sale)
$(2,495,216)
2,495,216
(503,795)

503,795
(318,408)

318,408
(296,132)

296,132
(238,759)

238,759
(183,621)

183,621
(119,884)

119,884
(110,939)

110,939

313,453
(313,453)

(34)
100
(7)
100
(4)
100
(4)
100
(3)
100
(3)
100
(2)
100
(2)
100
9
(50)
Net 90 days after delivery
Net 90 days after delivery
Net 180 days after delivery
Net 180 days after delivery
Net 90 days after delivery
Net 90 days after delivery
Net 90 days after monthly
closing
Net 90 days after monthly
closing
Net 90 days after delivery
Net 90 days after delivery
Net 120 days after delivery
Net 120 days after delivery
Net 90 days after delivery
Net 90 days after delivery
Net 90 days after delivery
Net 90 days after delivery
Net 90 days after monthly
closing
Net 90 days after monthly
closing
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Note 1
Note 1
-
-
-
-
-
-
Note 1
Note 1
-
-
-
-
-
-
$ 672,460
(672,460)
208,527
(208,527)
154,742
(154,742)
65,194
(65,194)
122,469
(122,469)
92,500
(92,500)
119,209
(119,209)
33,567
(33,567)
(53,261)
53,261
29
(100)
9
(100)
7
(100)
3
(100)
5
(100)
4
(100)
5
(100)
1
(100)
(5)
32
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-

Note 1: The actual credit period longer than other customers, approximately 12 months.

  • 261 -

TABLE 6

CHROMA ATE INC. AND SUBSIDIARIES

RECEIVABLES FROM 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)

Company Name Related Party Nature of
Relationship
Ending Balance Turnover Rate Overdue Overdue Amount Received
in Subsequent
Period (Note)
Allowance for
Bad Debts
Amount Action Taken
Chroma Ate Inc.
(the “Corporation”)
Neworld Electronics Ltd.
Chroma Ate Inc. (USA)
Testar Electronic Corporation
Chroma Ate Europe B.V.
Chroma System Solutions Inc.
Chroma Japan Corp.
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Accounts receivable
$ 672,460
Accounts receivable
208,527
Accounts receivable
124,435
Accounts receivable
122,469
Accounts receivable
154,742
Other receivable - financing provided
125,341
Accounts receivable
119,209
Other receivable - financing provided
36,533
5.65
1.88
0.34
2.74
2.26
-
1.06
-
$ -
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$ 307,072
83,283
16,837
57,297
62,126
-
9,597
-
$ -
-
-
-
-
-
-
-

Note: The amounts had been accrued as of February 21, 2017.

  • 262 -

TABLE 7

CHROMA ATE INC. AND SUBSIDIARIES

NAMES, LOCATIONS, AND OTHER INFORMATION OF INVESTEES ON WHICH THE CORPORATION EXERCISES SIGNIFICANT INFLUENCE FOR THE YEAR ENDED DECEMBER 31, 2016

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

Investor Investee Location Main Businesses and Products Investment Amount Investment Amount Balance as of December 31, 2016 as of December 31, 2016 Net Income
(Loss) of the
Investee
Investment
Gain (Loss)
Note
December 31,
2016
December 31,
2015
Shares
(Thousands)
Percentage of
Ownership
Carrying
Value
Chroma Ate Inc.
(the “Corporation”)
Chroma Ate Inc. (USA)
San Eagle Development Corp.
EVT Technology Co., Ltd.
Advic Technology Co., Ltd.
Neworld Electronics Ltd.
San Eagle Development Corp.
Adlink Technology Inc.
Chroma New Material Corporation
Wei Kuang Automatic Equipment Co., Ltd.
CHI Incorporation Ltd.
Quantel Private Ltd.
Chen Hwa Technology Inc.
Chroma Investment Co., Ltd.
Chroma Ate Europe B.V.
DynaScan Technology Corp.
Chroma Ate Inc. (USA)
Sensational Holding Ltd.
Adivic Technology Co.
Chroma Japan Corp.
Chroma Systems Solutions, Inc.
Deep Red Holding Co., Ltd.
Chih Ho Shun Development Co., Ltd.
Testar Electronic Corporation
EVT Technology Co., Ltd.
Chroma Systems Solutions Inc.
Wei Kuang Mech Eng Inc.
Wei Da Electric Vehicle Co., Ltd.
Advic Holding Corporation
Hong Kong
British Virgin Islands
New Taipei, Taiwan
Taoyuan, Taiwan
Hsinchu, Taiwan
British Virgin Islands
Singapore
British Virgin Islands
New Taipei, Taiwan
The Netherlands
Taoyuan, Taiwan
U.S.A.
British Virgin Islands
Taipei, Taiwan
Japan
U.S.A.
Mauritius
Taoyuan, Taiwan
Taoyuan, Taiwan
Taoyuan, Taiwan
U.S.A.
Mauritius
Pingtung, Taiwan
Samoa
Sale and maintenance of electronic test instruments, etc.
Investment
Manufacturing, processing and retailing of software/hardware of
computers and peripherals
Sale and processing of gold wire
Design, manufacturing, installment and testing of automated
factory conveyor systems
Test of inductance, capacitance and resistance, and sale of parts
Sale and maintenance of test instruments, etc.
Test of inductance, capacitance and resistance, and sale of parts
Investment
Sale and maintenance of electronic test instruments etc.
Research and manufacture of LED generators
Sale and maintenance of electronic test instruments, etc.
Investment
Sale and research of RF device
Sale and maintenance of electronic test instruments, etc.
Sale and maintenance of electronic test instruments, etc.
Investment
Construction and development of residence, buildings and
specialized field; construction and investment of public works
Testing of LED products
Manufacturing of motorcycles and its parts
Sale and maintenance of electronic test instruments, etc.
Investments
Sale and lease of motorcycles
Sale and research of RF device
$ 271,873
186,514
165,146
480,715
533,000
122,884
112,328
98,217
80,000
54,026
238,746
29,895
38,301
142,800
147,125
29,628
12,217
17,500
247,096
27,623
64
185,686
3,750
15,223
$ 271,873
186,514
82,325
480,715
533,000
122,884
-
98,217
80,000
54,026
238,746
29,895
38,301
112,200
147,125
29,628
12,217
17,500
247,096
27,623
64
185,686
3,750
15,223
64,013
2,050
24,502
25,000
10,000
3,830
1,914
3,085
14,000
1
9,841
1,000
1,200
14,280
9
120
215
1,750
20,160
2,658
240
4,475
375
500
100.0
100.0
11.3
100.0
100.0
100.0
60.0
100.0
100.0
100.0
27.3
100.0
100.0
51.0
100.0
25.0
100.0
35.0
67.2
53.2
50.0
100.0
75.0
100.0
$ 696,690
567,548
535,490
439,369
316,050
109,043
108,073
106,449
106,210
85,621
88,414
70,824
53,358
35,298
(36,904)
(43,893)
49,021
17,593
(5,545)
2,396
129,226
559,634
(3,926)
(10,776)
$ 81,411
(12,895)
438,783
47,089
69,445
21,946
13,897
2,928
4,011
8,716
45,140
11,343
1,583
(57,450)

(13,118)

72,010
7,587
251

(44,227)
(11,002)
72,010
(12,841)

3,078

(16,181)
$ 81,411

(12,895)
49,568
47,089
69,459

21,946

7,500
2,928
(534)
8,716
12,323
11,231
1,583

(31,309)

(13,118)
18,002
7,587
88

(29,720)

(5,848)
NA

NA

NA

NA
Subsidiary
Subsidiary
Associate
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Associate
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Joint venture
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
  • 263 -

TABLE 8

CHROMA ATE INC. AND SUBSIDIARIES

INVESTMENT IN MAINLAND CHINA FOR THE YEAR ENDED DECEMBER 31, 2016

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

Investee Company Main Businesses and Products Total Amount of
Paid-in Capital
(Note 2)

Method of Investment
(Note 1)
Accumulated
Outflow of
Investment from
Taiwan as of
January 1, 2016
(Note 3)
Investment Flows Investment Flows Accumulated
Outflow of
Investment from
Taiwan as of
December 31,
2016
(Note 3)

Net Income
(Loss) of the
Investee
Percentage of
Ownership in
Investment
Investment
Gain (Loss)
(Notes 4 and 5)
Carrying
Value as of
December 31,
2016
(Note 2)
Accumulated
Inward
Remittance of
Earnings as of
December 31,
2016

Outflow
Inflow
Chroma Electronics (Shenzhen) Co., Ltd.
Chroma Electronics (Shanghai) Co., Ltd.
Chroma (Shanghai) Trading Co., Ltd.
Hangzhou New Material Chroma Co., Ltd.
Chroma Ate (Suzhou) Ltd.
Wei Kuang Automatic Equipment (Nanjin)
Co., Ltd.
Wei Kuang Automatic Equipment (Xiamen)
Co., Ltd.
Mou Kuan Technologies (Nanjin) Co., Ltd.
Sajet System Technology (Suzhou) Co., Ltd.
Sale of power supplies automatic test
systems, signal generators, DC electronic
load, color analyzer, uninterruptible power
supply, switching mode rectifier and etc.
Sale of power supplies automatic test
systems, signal generators, DC electronic
load, uninterruptible power supply,
switching mode rectifier and etc.
International and transit trading, commercial
simple processing and commercial
consulting service and etc.
Production and sale of semiconductor
connecting materials
Sale of power supplies automatic test
systems, signal generators, DC electronic
load, uninterruptible power supply,
switching mode rectifier and etc.
Sale and maintenance of electronic
equipment and factory conveyor systems
Sale and maintenance of electronic
equipment and factory conveyor systems
Assembly, sale and maintenance of factory
conveyors and related systems and renders
related after-sales services
Research, development and design of
computer network security systems and
information management
$ 124,740
(HK$ 30,000)
96,750
(US$ 3,000)
87,075
(US$ 2,700)
48,375
(US$ 1,500)
122,550
(US$ 3,800)
54,808
(RMB 11,871)
52,712
(RMB 11,417)
8,020
(RMB
1,737)
8,015
(RMB
1,736)
b. Subsidiary of
Neworld Electronics
Ltd.
b. Subsidiary of
Neworld Electronics
Ltd.
b. Subsidiary of Chen
Hwa Technology Inc.
b. Subsidiary of Chen
Hwa Technology Inc.
b. Subsidiary of CHI
Incorporation Ltd.
b. Subsidiary of Wei
Kuang Mech Eng Inc.
b. Subsidiary of Wei
Kuang Mech Eng Inc.
b. Subsidiary of Wei
Kuang Mech Eng Inc.
b. Subsidiary of Deep
Red Holding Co.,
Ltd.
$ 132,178
(HK$ 1,200
US$ 3,853)
101,993
(US$ 3,000)
84,988
(US$ 2,700)
9,091
(US$ 285)
121,115
(US$ 3,800)

43,751
(US$ 1,338)

49,935
(US$ 1,500)

92,000
(US$ 2,836)
(Note 9)
$ -
-
-
-
-
-
-
-

-
$ -

-

-

-

-

-

-

-

-
$ 132,178
(HK$ 1,200
US$ 3,853)

101,993
(US$ 3,000)

84,988
(US$ 2,700)

9,091
(US$ 285)

121,115
(US$ 3,800)

43,751
(US$ 1,338)

49,935
(US$ 1,500)

92,000
(US$ 2,836)

(Note 9)
$ 63,973
13,732
(1,266)
20,608
21,976
(1,949)
(11,177)
984

7,569
100
100
100
19
100
100
100
100
100
$ 63,973
13,732
(1,266)
-
21,976
(1,949)
(11,177)
984
7,569
$ 454,207

67,900

90,042

9,191

172,118

217,623

253,001

47,311

49,020
$ -

-

-

-

-

-

-

-

-
Accumulated Investment in Mainland China as of
December 31, 2016
Investment Amounts Authorized by the
Investment Commission, MOEA
$635,051
(HK$1,200, US$19,312)
$695,162
(HK$1,400, US$21,086) (Note 6)

(Continued)

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Note 1: Methods of investment have following types:

  • a. Direct investment in mainland China.

  • b. Indirect investment in the Company of Mainland China through a third place. c. Other

  • Note 2: The amounts of paid-in capital and carrying value as of December 31, 2016 were translated into New Taiwan dollars at the rates of HK$1=NT$4.158, US$1=NT$32.250, RMB1=NT$4.617 prevailing on December 31, 2016. Note 3: The amounts of accumulated outflow of investment from Taiwan as of January 1, 2016 and December 31, 2016 were translated into New Taiwan dollars on the original outflow day.

Note 4: Based on audited financial statements.

Note 5: Investment income (loss) was translated into New Taiwan dollars at the average rate of HK$1=NT$4.156, US$1=NT$32.263, RMB1=NT$4.849 for the year ended December 31, 2016.

Note 6:

Approval Letter Approved Amount Approved Amount
a. Letter (1998) II-87710585 of Investment Commission of MOEA NT$ 5,852
(HK$
1,400)
b. Letter (2000) II-89014726 and 89037430 of Investment Commission of MOEA NT$ 63,180
(US$ 2,000)
c. Letter (2001) II-89037430 of Investment Commission of MOEA NT$ 33,160
(US$ 1,000)
d. Letter II-91048640 of Investment Commission of MOEA NT$ 63,984
(US$ 1,853) (Note 8)
e. Letter II-90025170 of Investment Commission of MOEA NT$ 60,240
(US$ 1,750)
f. Letter II-092020235 of Investment Commission of MOEA NT$ 19,230
(US$ 560)
g. Letter II-092043358 of Investment Commission of MOEA NT$ 6,748
(US$ 200)
h. Letter II-093004076 of Investment Commission of MOEA NT$ 3,158
(US$ 95)
i. Letter II-094006092 of Investment Commission of MOEA NT$ 6,896
(US$ 219)
j. Letter II-09500052120 of Investment Commission of MOEA NT$ 81,528
(US$ 2,500)
k. Letter II-09600175700 of Investment Commission of MOEA NT$ 120,000
(US$ 3,699)
l. Letter II-096000006020 of Investment Commission of MOEA NT$ 66,580
(US$ 2,000)
m. Letter II-09600310110 of Investment Commission of MOEA NT$ 33,160
(US$ 1,000)
n. Letter II-09700186010 of Investment Commission of MOEA NT$ 46,110
(US$ 1,500)
o. Letter II-09700403210 of Investment Commission of MOEA NT$ 7,096
(US$ 210) (Note 9)
p. Letter II-10400042770 of Investment Commission of MOEA NT$ 78,240
(US$ 2,500)

Note 7: The upper limit on investment was calculated in accordance with the regulations of the Investment Commission of the Ministry of Economic Affairs for 60% of the net equity or consolidated net equity.

Note 8: Chroma Ate Inc. invested accounts receivable amounting to US$853 thousand in Chroma Electronics (Shenzhen) Co., Ltd. through Neworld Electronics Ltd.

Note 9: The investment in Sajet Technology Inc. (liquidated on September 15, 2008) was authorized by the Investment Commission in 2004.

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