Skip to main content

AI assistant

Sign in to chat with this filing

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

CHROMA Annual Report 2017

Jun 14, 2018

52029_rns_2018-06-14_475697e2-35b6-4548-bc77-9c02f2efe992.pdf

Annual Report

Open in viewer

Opens in your device viewer

==> picture [483 x 700] intentionally omitted <==

  1. Spokesperson of Chroma ATE Inc.

Name: Paul Ying

Position: Vice President, Finance & Administration Center

TEL: (03)327-9999 ext. 2001

Email: [email protected]

Deputy spokesperson of Chroma ATE Inc.

  • Name: Jennifer Chien

  • Position: Deputy Director, Finance & Administration Center

TEL: (03)327-9999 ext. 2701

Email: [email protected]

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

  2. Company HQ address: 66 Huaya 1st Road, Guishan, Taoyuan 33383, Taiwan TEL: (03)327-9999

Factory address: 68 Huaya 1st Road, Guishan, Taoyuan 33383, Taiwan

TEL: (03)327-9999

Hsinchu Branch office address: 6F, No. 5, Technology Rd., Science Park, Hsinchu City 30078,

Taiwan

TEL: (03)563-5788

Kaohsiung Branch office address: No.1, Beineihuan E. Rd., Nanzi Dist., Kaohsiung City 81170,

Taiwan

TEL: (07)365-6188

  1. Stock transfer agent

  2. Name: Taishin International Bank

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

TEL: (02)2504-8125

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

  2. Name: CPA Cheng-Ming Lee 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)

Unit: NT$ million
Unit: NT$ million
2015 2016 2017
Consolidated revenue 9,692 11,624 14,901
Net income (attributable to the parent company) 1,237 1,720 2,558
Earnings per share, EPS (NT$) 3.28 4.53 6.41
Capital stock 3,792 3,899 4119
Total assets 16,060 18,633 22,018
Total equity 9,531 10,788 13,463
Return on total assets 8.18 10.12 12.68
Return on total equity 13.25 17.18 21.46

==> picture [449 x 250] intentionally omitted <==

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

Net income after tax for the 5 Earnings per share for the 5 most
Consolidated revenue for the 5
most recent years recent years
most recent years
14901 6.41
15000 3000 6.5
14000 2800 6.0
2558
13000 2600 5.5
11624
12000 2400 5.0
11000 10171 [10307] 2200 4.53
9692 4.5
10000 2000
1720 4.0
9000 1800 3.51 3.28
8000 1600 3.5 3.21
7000 1400 1205 [1318] 1237 3.0
6000 1200 2.5
5000 1000 2.0
4000 800 1.5
3000 600
1.0
2000 400
1000 0.5
200
0 0.0
0
2013 2014 2015 2016 2017 2013 2014 2015 2016 2017
2013 2014 2015 2016 2017
Unit: million NT$ Unit: million NT$ Unit: NT$
----- End of picture text -----

Table of Contents

I. Reports to Shareholders .................................................................................................................. 1 II. Corporation Introduction 1. Date of Founding ..................................................................................................................... 2 2. Corporation Overview ............................................................................................................. 2 III. Corporate Governance Report 1. Organization ............................................................................................................................ 4 2. Directors, General Managers, Vice Presidents, Assistant Managers, and Supervisors of various branch organization ........................................................................................... 6 3. Operations of Corporate Governance .................................................................................. 15 4. Certified public accountant fees ........................................................................................... 42 5. Replacement of certified public accountants ....................................................................... 43 6. Corporation's chairperson, General Manager, or any manager 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 .................................................. 43 7. Equity transfer or changes to equity pledge of directors, supervisors, managers, or shareholders holding more than 10% of Corporation shares in the most recent year to the publication date of this report ............................................................................... 44 8. Relationship information, if any one among the 10 largest shareholders is of affiliated party, or is the spouse or a relative within the second degree of kinship, of another. ........................................................................................................................................... 45 9. Number of shares held and percentage of stake of investment in other corporations by the Corporation, the Corporation’s director, supervisor, managerial officer, or an entity directly or indirectly controlled by the Corporation ......................................... 46 IV. Financing 1. Capital and shares ................................................................................................................. 47 2. Corporate bond ..................................................................................................................... 55 3. Preferred shares .................................................................................................................... 56 4. Overseas depositary receipt ................................................................................................. 56 5. Operations of evidence of executive stock option ............................................................... 56 6. Operations of restricted employee shares ........................................................................... 58 7. Issuance of new shares in connection with the merger or acquisition of other corporations .............................................................................................................................................. ……61 8. Implementation of capital application of funds .................................................................... 61 V. Operation summary 1. Business content ................................................................................................................... 63 2. Market, production, and sales .............................................................................................. 73 3. Information of employees for the 2 most recent years up to the date of the

publication of this report .................................................................................................. 82 4. Disbursements for environmental protection ...................................................................... 82 5. Labor relations ...................................................................................................................... 83 6. Important contracts .............................................................................................................. 84

VI. Financial summary 1. Condensed balance sheet and statement of comprehensive income for the 5 most recent years ....................................................................................................................... 85 2. Financial analysis for the 5 most recent years ...................................................................... 88 3. Audit Committee's Audit Report of financial report for the most recent fiscal year ........... 92 4. Financial report from the most recent year .......................................................................... 93 5. Corporation-only financial report audited and attested by a CPA from the most recent year .................................................................................................................................... 93 6. Financial condition of the Corporation and affiliated company ........................................... 93 VII. Review, analysis, and risks of financial position and performance 1. Financial condition ................................................................................................................ 94 2. Financial performance .......................................................................................................... 95 3. Cash flow ............................................................................................................................... 96 4. Material expenditures of the most recent year and impact to the Corporation's finances and operations .................................................................................................... 96 5. Policy on investment in other corporations, main reasons for profit / losses resulting therefrom, improvement plans, and investment plans for the upcoming fiscal year ........................................................................................................................................... 96 6. Risk analysis and assessment of the most recent year up to the publication date of this report ......................................................................................................................... 98 7. Other important issues ....................................................................................................... 103 VIII . Special items to be included 1. Affiliated company .............................................................................................................. 104 2. Private placement of securities of the most recent year up to the publication date of this report ....................................................................................................................... 112 3. Holding or disposition of Corporation shares of the most recent year up to the publication date of this report ........................................................................................ 112 4. Other items that must be included ..................................................................................... 112 5. Any event that results in substantial impact upon the shareholders’ equity or prices of the corporation’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 .................................................................................. 112

I. Reports to Shareholders

Business results

In 2017, the global economy continued to have a robust growth, various industries thrived under the drive of market growth. In addition to actively investing in research and development, most corporations also increased their capital expenditures, expanding their production to meet the market demand. Thus, the corporation's revenues and profits set a new high in the record since its establishment. The revenue for last year was 8,018 million, 14,901 million for group revenue, 2,549 million for profit after tax and 6.41 for earnings per share. Compared to 2016, there are 11% growth in revenue, 28% growth in revenue and 50% growth in profit after tax.

Looking back at last year, the overall revenue of the corporation maintained at a robust growth of 11%, with 103% growth in revenue for photonics semiconductor equipment test, mainly due to the continuous growing demand for semiconductor equipment test and the new VCSEL (3D sensing) equipment product line test. Meanwhile, continued high demand from the Clean Tech industry including electric vehicles, power lithium batteries and high-voltage power supplies maintained double-digit growth of 19% in our corporation's precision electronic measurement instruments and system products. The following lists other consolidated financial figures:

Analysis of financial income, expenditure, and profitability

Item 2017 2016
Financial structure
(%)
Liability to asset ratio 38.85 42.10
Proportion of long-term capital to
property, plant, and equipment
566.49 512.48
Debt-paying ability
(%)
Current ratio 203.76 237.39
Quick ratio 161.87 190.86
Profitability
(%)
Return on total assets 12.68 10.12
Return on total equity 21.46 17.18
Net profit 17.17 14.80

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

Looking ahead of 2018, due to the rise of American protectionism, the world's free trade might encounter headwinds, making the global economic growth full of uncertainties. With exception in the high-tech field, there still are a lot of new innovative technologies including breakthrough in application developments for AI, 3D Image Sensing, 5G communications and etcetera, in hope of driving the rapid development of semiconductors, electric vehicles and smart phones' industries. The corporation will keep abreast of the changes in the economic situation and strengthen its marketing layout in Europe, United States and Japan. In addition, we will accelerate the development for innovative measurement technology solutions to meet the demand of future market and create more brilliant revenue and profit.

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 for good health to you all.

Leo Huang, Chairman & CEO

  • 1 -

II. Corporation Introduction

  1. Date of founded: November 8, 1984

  2. Overview:

  3. November, 1984 Founded in Taipei city with a capital of NT$2 million. The first Chinese-invented programmable video signals generator (65MHz) was officially launched.

  4. November, 1986 The world's first synchronous parallel architecture test developed to automatically test switching power supplies.

  5. February, 1993 Invested in Chroma Ate Inc. USA subsidiary corporation with the corporation's sales office based in the United States.

  6. December, 1993 Official opening and operations of the new Wugu plant. February, 1994 Invested in the establishment of Hong Kong subsidiary corporation, Neworld Electronics Ltd to expand its base in the Mainland China market.

  7. December, 1994 Granted ISO9002 quality certification. November, 1995 Successfully acquired the Chinese National Laboratory Accreditation (CNLA) from Central Bureau of Standards.

  8. December, 1996 The corporation's stock was enlisted in the stock market for trading on December 21st.

  9. August, 1997 Granted ISO9001 quality certification. December, 1997 The 9107 Uninterruptible Power Supply and the 3203 Memory IC Tester won the 6th Taiwan Excellence Award.

  10. April, 1998 Honoured with the 6th Industrial Technology Development Outstanding Performance Award from the Ministry of Economic Affairs. Invested in DynaScan Technology Corp.

  11. July, 1998 The 7100 color analyzer won the Outstanding Photonics Product Award during the 2nd Photonics Festival in Taiwan.

  12. September, 1998 Invested in Adlink Technology Inc.

  13. December, 1998 2225 and 2235 series video pattern generator and 9105 UPS won the 7[th] Taiwan Excellence Award.

  14. May, 1999 The 9105/9107 Uninterruptible Power Supply won the Excellent Product Design Award.

June, 1999 Acquire Hita Technology Co., Ltd.

  • September, 1999 Invested in Chroma Ate Europe B.V. subsidiary corporation to setup a sales office based in Europe.

  • November, 1999 Official opening and operations of the new Linkou plant. June, 2000 First issuance of domestic insecure convertible of corporate bonds of NT$1,500,000,000.

  • August, 2000 Invested in EVT Technology Co., Ltd.

Acquired ZentechTech Inc.

March, 2003 Established Hsinchu Science Park branch. September, 2003 Established a global corporate operation headquarters 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 headquarters grand opening. June, 2005 Expiration and delisting of the 1st insecure convertible corporate bonds issued in Taiwan.

August, 2006 Spun off Special Material Business Unit to form a new subsidiary Chroma

  • 2 -
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 several prestigious awards from Finance Award as Taiwan’s best
managed Corporation, 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 successfully 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 Successfully acquired the world’s first SAE J1772 accreditation from UL for
automated communication protocol testing system.
February, 2013 Honoured with the 1st Taiwan Mittelstand Award from the MOEA.
February, 2013 Invested in Adivic Technology Co.,Ltd
May, 2014 Second issuance of insecure convertible corporate bonds in Taiwan worth
NT$ 2 billion.
January 2016 Invested in Quantel Pte. Ltd. in Singapore to establish a sales location in
Southeast Asia.
January 2017 Won the Distinguished Enterprise Innovation Award, the highest honour
available from the 5th National Industrial Innovation Award.
August 2017 Established Innovative Nanotech Inc.
September 2017 Established subsidiary corporation in German.
October 2017 Invested Touch Cloud Inc.
October 2017 Honoured with the “Best Trade Contribution Award” by the Ministry of
Economic Affairs.
February 2018 Established branch office in Korea.
  • 3 -

III. Corporate Governance Report

1. Organization

  • (1) Organizational structure

==> picture [471 x 436] intentionally omitted <==

  • 4 -

(2) Responsibilities and functions of major departments

Department Responsibilities
General Manager Office Set up the departments of Corporate Marketing, Legal Affairs, and
Safety
and
Health
Center.
Formulate
Corporation-wide
administrative and business objectives, implement communication
and coordination, product planning, new business development and
planning, patent management, contract review, environmental
protection, occupational safety and 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 marketing of measurement
instruments.
In charge of calibration services as well as operations of calibration
labs for measurement instruments.
Integrated System
Solution BU
R&D of automated mechatronic systems used for measurement
purposes.
Responsible for the planning, R&D, and marketing of modular
instruments and products.
Responsible for the planning, R&D, and marketing of system
integration solutions.
Intelligent Manufacturing
System BU
Responsible for the R&D and marketing of MES systems.
Corporate Manufacturing Responsible for the raw material purchasing and production for the
entire Corporation,
As well as planning and maintaining the product quality system.
Advanced Technology
Research Center
New technology planning and development, and supporting various
business units (BU) in understanding 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
Corporation, 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 Corporation.
General Affairs Department: Purchasing of routine equipment and
items as well as management of equipment and fixed assets for the
entire Corporation.
Facilities Department: In charge of factory maintenance and safety.
Operation Management
Center
Construct and manage the Corporation's operations management
system. Establish the IT Department (including IT System
Development Section, IT System Management Section, and Data
Control Center), carry out planning and safety controls for IT
equipment and application systems throughout the entire
Corporation, and issuance and control of rules and regulations.
  • 5 -

2. Directors, General Managers, Vice Presidents, Assistant Managers, and Supervisors of various branch organization

(1) Director Information

April 10,2018 April 10,2018 April 10,2018
Title Nationality
or place of
registration

Name
Gender Elected
Date
Final date
of term
Elected
Date
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 corporation
or other corporations
Any managerial officer,
director, or supervisor who is
a spouse or relative within
the second degree of kinship

Number of
shares
Shareholding
Percentage
Number of
shares
Shareholding
Percentage
Number of
shares
Shareholding
Percentage
Title Name Relations
Chairperson of
the Board
Republic of
China
Leo Huang Male 2017.06.08 2020.06.07 1984.10.23 23,419,897
5.78%
20,443,897
4.94%
12,117,362
2.93%
0
Department of Engineering, National Chiao Tung
University
CEO of this Corporation
Director, I-Sheng Electric Wire & Cable Co., Ltd.
Director, Leadtek Research Inc.
Independent Director, Ichia Technology Inc.
Judicial representative for Director, Tianzheng
International Precision Machinery Co., Ltd.
Director, Twoway Communications, Inc.
Chairman of the board, DynaScan Technology
Corp.
Refer to page 108-110 for details on positions
inChroma group
None. None. None.
Independent
Director
Republic of
China
Tsung-
Ming
Chung
Male 2017.06.08 2020.06.07 2002.05.21 0
0

0

0

0

0

0

Master’s 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 Taiwan University
Chairman of the board, Dynapack Corp.
Judicial representative for Director, Far Eastern
International Bank
Director, Unity Opto Technology Co., Ltd.
None. None. None.
Independent
Director
Republic of
China
Quincy Lin Male 2017.06.08 2020.06.07 2005.05.18 0
0

0

0

0

0

0

PhD, Business Administration, University of
Kentucky
Vice President, Taiwan Semiconductor
Manufacturing Corporation
Chairman of the board, Neo Solar Power
Corporation
Chairman of the board, RafaelMicro
Chairman of the board, General Energy
Solutions
Chairman of the board, DynaScan Technology
Corp.
Director, Neo Solar Power Corporation
Independent director, Powertech Technology
Inc.
None. None. None.
Independent
Director
Republic of
China
Tai-Jen
George
Chen
Male 2017.06.08 2020.06.07 2017.06.08 0
0

0

0

0

0

0

Department of Atmospheric Sciences, State
University of New York, USA
National Taiwan University Chair Professor
Vice President of National Taiwan University
National Taiwan University Dean
Director, Department of Atmospheric Sciences,
National Taiwan University
President of the Republic of China Earth Sciences
Association
National Taiwan University Chair Professor
Independent Director, Ichia Technology Inc.
None. None. None.
Director Republic of
China
I-shih
Tseng
Male 2017.06.08 2020.06.07 2012.06.06 383,548
0.09%

393,548

0.10%

138,722

0.03%

0

PhD, Mechanical Engineering, Pennsylvania State
University, US
Project Manager, Institute for Information Industry
General Manager, Business Department,
Chroma ATE Inc.
Refer to page 108-110 for details on positions
inChroma group
None. None. None.
Director Republic of
China
Tsun-I
Wang
Male 2017.06.08 2020.06.07 2005.05.18 19,339
0

19,339

0

936

0

0

PhD, Department of Photonics, National Chiao Tung
University
Vice President, Tailyn Technologies, Inc.
Vice President, Champion-Lighting Technologies
Limited
Chief Technical Supervisor, DynaScan
Technology Corp.
Independent Director, Dynapack International
Technology
Judicial representative for Director, Innovative
Nanotech Inc.
None. None. None.
Director Republic of
China
Chung-ju
Chang
Male 2017.06.08 2020.06.07 2012.11.01 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
Department of Electrical and Computer Engineering,
NationalChiaoTung University Chair Professor
Director, Ting-Shiun Telecommunication
Development Foundation
Director, National Information Infrastructure
Enterprise Promotion Association
None. None. None.
  • 6 -

Directors

Directors Directors Directors
Condition
Name
Does the individual have more than 5 years of
professional experience and the following
qualifications?
Meets the criteria for independence
(Note 1)
Currently
serving as
the
independent
director of
other public
owned
corporations
Currently serving
as an instructor
or higher post in
a private or
public college or
university in the
field of business,
legal affairs
dept., finance,
accounting, or
the business
sector of the
Corporation.
Currently serving
as a judge,
prosecutor, lawyer,
certified public
accountant, or
other professional
practice or
technician that
must undergo
national
examinations and
specialized license.
Work
experience
necessary
for business
administrati
on, legal
affairs dept.,
finance,
accounting,
or business
sector of the
Corporation.



1
2 3 4 5 6 7 8 9 10
Leo Huang 1
Tsung-
Ming
Chung
0
QuincyLin 1
Tai-Jen
George
Chen
1
I-shih
Tseng
0
Tsun-I
Wang
1
Chung-ju
Chang
0
  • Note 1: For any director who fulfil 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 Corporation or an affiliated business.

  • 2 Not serving as a director or supervisor of the Corporation or any affiliated business (this does not apply in cases where the person is an independent director of the Corporation, 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 Corporation 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 Corporation or institution that has a financial or business relationship with the Corporation.

  • 7 Not a professional individual or owner, partner, director (member of the governing board), supervisor (member of the supervising board), or manager of a sole proprietorship, partnership, Corporation, or institution that provides commercial, legal, financial, accounting, or consultation services to the Corporation 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 Corporation 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 Corporation 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.

  • 7 -

(2) General Managers, Vice Presidents, Assistant Managers, and Managers of various departments or branches.

April 10,2018 April 10,2018 April 10,2018
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 Corporation Any manager who is a
spouse or a relative within
the second degree of kinship
Number of
shares
Shareholding
Percentage
Number of
shares
Shareholding
Percentage
Number
of shares
Shareholding
Percentage
Title Name Relations
General Manager Republic of
China
Leo Huang Male 1984.11.08 20,443,897
4.94%

12,117,362

2.93%

0

0
Department of Engineering, National Chiao Tung University Director of Sheng Industrial (Stock Co.) Corporation,
Director of Leadtek Technology Corporation, Independent
Director of Yi Jia Technology (Stock Co.), Representative of
Legal Person Director of Tianzheng International Precision
Machinery Co., Ltd., and Director of Dayun Optoelectronics
Co., Ltd. Guangyuan Technology (Co.) Chairman
Refer to page 108-110 for details on positions in Chroma
group.
None None. None.
General Manager of the Test
& Measurement BU
Republic of
China
David Yang Male 1992.08.14
25,352

0.01%

70,002

0.02%

0

0
Department of Engineering, National Chiao Tung University
Teaching Assistant, Department of Information Technology, College of
Engineering,ChungHua University
Refer to page 108-110 for details on positions in Chroma
group.
None None. None.
General Manager of the
Integrated System Solution BU
Republic of
China
I-shih Tseng Male 1998.07.16
393,548

0.10%

138,722

0.03%

0

0
Mechanical Engineering, Pennsylvania State University, US
Project Manager,Institute for Information Industry
Refer to page 108-110 for details on positions in Chroma
group.

None
None. None.
General Manager of the
Business Department
Republic of
China
C.C. Ho Male 2001.12.10
10,088

0

0

0

0

0
Department of Electrical Engineering, Tatung University
General Manager, Global Operations Management Department, Tatung
Corporation
Refer to page 108-110 for details on positions in Chroma
group.

None
None. None.
Manager of theIntelligent
ManufacturingSystem BU
Republic of
China
Joe Lin Male 2007.04.01
78,343

0.02%

0

0

0

0
Department of Information Sciences, Cal Poly Pomona
General Manager,Sajet Technology
Refer to page 108-110 for details on positions in Chroma
group..

None
None. None.
General Manager,
Semiconductor Test
Equipment BU
Republic of
China
George Chang Male 2006.08.01
88,000

0.02%

0

0

0

0
Institute of Electrical Control Engineering, National Chiao Tung University
Manager, Business Department, Lian Li Co., Ltd.
None. None None. None.
Vice President, Finance &
Administration Center
Republic of
China
Paul Ying Male 1999.05.03
102,969

0.02%

0

0

0

0
School of Management, New York Institute of Technology
Vice President of Finance,Hsin Yu EnergyDevelopment Co.
Refer to page 108-110 for details on positions in Chroma
group.
None None. None.
Vice President of Operation
Management Center
Republic of
China
Benjamin
Huang
Male 1992.06.22
137,723

0.03%

0

0

0

0
Department of Electrical Engineering, National Taiwan University
Vice President, R&D Department, Measurement Instrument BU of this
Corporation
None. None None. None.
Vice President, Corporate
Manufacturing
Republic of
China
Steven Liu Male 1991.08.22
88,012

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.
Vice President, R&D
Department, Semiconductor
Test Equipment BU
Republic of
China
Max Chang Male 2000.12.01
595

0

0

0

0

0
Department of Electrical Engineering, National Cheng Kung University
Assistant Manager, R&D Department, QTS Corporation
None. None None. None.
Vice President, Sales
Department 1, Integrated
System Solution BU
Republic of
China
Herbert Tsai Male 2005.07.01
2,474

0

0

0

0

0
Machinery and Automation Engineering, Nanya Institute of Technology
Vice President, Dasike Technology Corporation
None. None None. None.
Vice President, General
Manager’s Office
Republic of
China
C.C. Fan Male 2010.08.01
319,235

0.08%

0

0

0

0
Department and Institute of Industrial Engineering and Management,
Minghsin University of Science and Technology
Vice President,R&D Department,Wei KuangAutomation Co.,Ltd.
None. None None. None.
Vice President, Planning
Department, Test &
Measurement BU
Republic of
China
Bobby Tseng Male 2001.01.01
2,000

0

0

0

0

0
Electrical Engineering, Waseda University
Manager, Product Planning Department, Measurement Instrument BU of
this Corporation
None. None None. None.
Vice President, Greater China
Area Sales Department, Test
& Measurement BU
Republic of
China
Vincent Chen Male 2001.01.01
6,260

0

0

0

0

0
Department of Electrical Engineering, Lunghwa University of Science and
Technology
Department Manager, Greater China Area Sales Department, Test &
Measurement BU
Refer to page 108-110 for details on positions in Chroma
group.
None None. None.
Vice President, Technical
Service Department, Test &
Measurement BU
Republic of
China
Tony Yang Male 2003.07.01
44,554

0.01%

0

0

0

0
Department of Electrical Engineering, National Taitung Junior College
Manager, Engineering Department, Tiger Power
None. None None. None.
Vice President, R&D
Department, Test &
Measurement BU
Republic of
China
Vincent Wu Male 2003.07.16
78,465

0.02%

903

0

0

0
Institute of Electrical Control Engineering, National Chiao Tung University
Department Manager, R&D Department, Measurement Instrument BU of
this Corporation
None. None None. None.
Vice President, R&D
Department 1, Integrated
System Solution BU
Republic of
China
Lance Ouyang Male 2009.07.01
5,000

0

0

0

0

0
Institute of Mechanical Engineering, National Chiao Tung University
Vice President, Global Target Corporation
None. None None. None.
Vice President, Sales
Department 2, Integrated
System BU
Republic of
China
Jeff Lee Male 2007.01.01
45,000

0.01%

0

0

0

0
Department of Electrical Engineering, Hsinpu Institute of Technology
Departmental Manager, Product Planning Department, Integrated System
BU of this Corporation
None. None None. None.
  • 8 -

(3) Remuneration paid out to Directors, Supervisors, the General Managers, and Vice Presidents

1. Remuneration for the director (including independent directors)

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$
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
corporations
that this
Corporation has
invested in
(Note 7)
Remuneration (A) Retirement pension (B) Bonus to Directors
(C)(Note 2)
Allowances (D) (Note 3) Salaries, bonuses, and
special expenses (E)
(Note 5)
Retirement pension (F) Employee remuneration (G)
(Note 6)
This
Corporation

Corporations
in the
consolidated
financial
statement
(Note 8)
This
Corporation
Corporations
in the
consolidated
financial
statement
(Note 8)
This
Corporation
corporations
in the
consolidated
financial
statement
(Note 8)
This
Corporation

Corporations
in the
consolidated
financial
statement
(Note 8)
This
Corporation
Corporations
in the
consolidated
financial
statement
(Note 8)
This
Corporation
Corporations
in the
consolidated
financial
statement
(Note 8)
This
Corporation
Corporations
in the
consolidated
financial
statement
(Note 8)
This
Corporation
Corporations
in the
consolidated
financial
statement
(Note 8)
This
Corporation
Corporations in
the consolidated
financial
statement
(Note 8)
Cash
Sum
Shares
Sum
Cash
Sum
Shares
Sum
Chairperson
of the Board
Leo Huang 0 0 0 0 8,555 9,755 570 570 0.36% 0.40% 13,502 13,502 289
(Note 9)
289
(Note 9)
18,616 0 23,256 0 1.62% 1.85% 7,430
Independent
director
Tsung-Ming Chung
Independent
director
Quincy Lin
Independent
director
Tai-Jen George
Chen(Note 10)
Director I-shih Tseng
Director Chung-Ju Chang
Director Tsun-I Wang
(Note 10)
Director Fer Mo Investment
Co., Ltd.
Representative:
Chung-Ju Chang
(Note 10)
Director Chroma Investment
Co., Ltd.
Representative: I-
Shih Tseng(Note 10)
*Remuneration received in the most recent year by the directors of the Corporation for rendering services (such as serving as a non-employed consultant) to any Corporation listed in the Financial Report: None.
  • 9 -
Table of remuneration ranges Table of remuneration ranges Table of remuneration ranges Table of remuneration ranges
Remuneration range for each director in this Corporation Name of director
Sum of the first 4 items(A+B+C+D) Sum of the first 7 items(A+B+C+D+E+F+G)
This Corporation All other companies that this company has invested in (Note 7) This Corporation All other companies that this company has invested
in(Note 7)
Less than NT$ 2,000,000 Quincy Lin, Tsung-Ming Chung, Tai-Jen George Chen, Tsun-I Wang,
Fer Mo Investment Co., Ltd. Representative: Chung-Ju Chang ,
Chroma Investment Co.,Ltd. Representative: I-Shih Tseng


Quincy Lin, Tsung-Ming Chung, Tai-Jen George Chen, Tsun-I Wang,
Fer Mo Investment Co., Ltd. Representative: Chung-Ju Chang ,
Chroma Investment Co.,Ltd. Representative: I-Shih Tseng


Quincy Lin, Tsung-Ming Chung, Tai-Jen George Chen,
Fer Mo Investment Co., Ltd. Representative: Chung-Ju
Chang


Quincy Lin, Tsung-Ming Chung, Tai-Jen George Chen,
Fer Mo Investment Co., Ltd. Representative: Chung-Ju
Chang
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) Tsun-I Wang Tsun-I Wang
NT$10,000,000(inclusive)to 15,000,000(not inclusive) I-shih Tseng I-shih Tseng
NT$15,000,000(inclusive)to 30,000,000(not inclusive) Leo Huang Leo Huang
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 7 7 7 7

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: Allocation of bonus to directors is based on the consideration of the Board of Directors in 2017.

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: Net profit after tax refers to those acquired from recent years. According to the International Financial Reporting Standards employed for this report, net profit after tax shall refer to that of the most recent fiscal year of the entity.

Note 5: Remuneration for directors concurrently holding positions in the Corporation (for positions that include the General Manager, Vice President, other managers, 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: The director bonus and employee bonus for 2017 is based on the actual allocation sum ratio of the previous year.

Note 7: (a) If the director receives remuneration from investments in other corporations that are not subsidiaries of this Corporation, 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 Corporation employee, director, or supervisor), business expenses, and other related payments received by the director of this Corporation for being a director, supervisor, or manager of other nonsubsidiary corporations that this Corporation has invested in.

Note 8: Total remuneration in various items paid out to this Corporation's directors by all corporations (including this Corporation) listed in the consolidated statement shall be disclosed.

Note 9: Amount of retirement pensions listed.

Note 10: The corporation has fully re-elected directors at 2017.6.8, new appointments: director Tai-Jen George Chen and director Tsun-I, Wang, retiring: corporate directors For Me Investment (stock) corporation and Chroma Investment (stock) corporation.

  • 10 -

2. Supervisor’s remuneration

Unit: Thousand NT$ Unit: Thousand NT$ Unit: Thousand NT$
Title
(Note)
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
corporations
that this
Corporation
has invested in
Remuneration (A) (Note 2) Compensation (B) (Note 3) Business execution fees (C)
(Note 4)
This
Corporation

Corporations
in the
consolidated
financial
statement
(Note 6)
This
Corporation
Corporations
in the
consolidated
financial
statement
(Note 6)
This
Corporation
Corporations
in the
consolidated
financial
statement
(Note 6)
This
Corporation
Corporations
in the
consolidated
financial
statement
(Note 6)
Supervisor Chi-Jen Chou 0 0 1,045 1,045 60 60 0.04% 0.04% 0
Supervisor Kai Sun
Investment Co.,
Ltd.
Representative
Tsun-I Wang

Note: The Company established an Auditor Committee to replace supervisor on June 8, 2017 and the supervisors are relieved of the position starting on that day.

Table of remuneration ranges

Table of remuneration ranges Table of remuneration ranges
Remuneration range for each supervisor in this Corporation Name of the supervisor
Sum of the first 3 items (A+B+C)
This Corporation All corporations listed in this Financial Report
Less than NT$ 2,000,000 Chi-Jen Chou and Kai Sun Investment Co., Ltd.
RepresentativeTsun-I Wang

Chi-Jen Chou and Kai Sun Investment Co., Ltd.
RepresentativeTsun-I Wang
NT$ 2,000,000 (inclusive) to 5,000,000 (not inclusive)
NT$ 5,000,000 (inclusive) to 10,000,000 (not inclusive)
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: Allocation of the remuneration for the supervisors is based on the amount approved by Board of Directors in 2017.

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 corporations (including this Corporation) listed in the consolidated statement shall be disclosed.

  • 11 -

3. Remuneration for the General Manager and Vice President

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

This
Corporation
Corporations in the
consolidated financial
statement (Note 4)
This
Corporation
Corporations in the
consolidated financial
statement
(Note 4)
This Corporation Consolidated financial
statement
Corporation (Note 4)
This
Corporation
Corporations in the
consolidated financial
statement (Note 4)
Cash Sum Shares Sum Cash Sum Shares Sum
General Manager Leo Huang 38,812 39,735 2,247
(Note 5)
2,247
(Note 5)
35,626 35,626 67,000 0 74,140 0 5.62% 5.93% 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 of the Semiconductor Test Equipment
BU

George Chang
Vice President,Finance & Administration Center Paul Ying
Vice President, Advanced Technology Research Center Mark Fong
(Note 9)
Vice President of the Operation Management Center Benjamin Huang
Vice President,Corporate Manufacturing Steven Liu
Vice President, R&D Department, Semiconductor Test
Equipment BU
Max Chang
Vice President, Sales Department 1, Integrated System
Solution BU
Herbert Tsai
Vice President, General Manager
Office
C.C. Fan
Vice president, Planning Department, Test &
MeasurementBU
Bobby Tseng
Vice president, Greater China Area Sales Department,
Test &MeasurementBU
Vincent Chen
Vice president, Technical Service Department, Test &
Measurement BU
Tony Yang
Vice president, R&D Department, Test & Measurement
BU
Vincent Wu
Vice president, R&D Department 1, Integrated System
Solution BU
Lance Ouyang
Vice president, Sales Department 2, Integrated System
BU
Jeff Lee
Table of remuneration ranges
Remuneration range for each General Manager and
Vicepresident in this Corporation
Name of the General Manager and Vice Presidents
This Corporation(Note 7) All corporations listed in this Financial Report(Note 8)
Less than NT$2,000,000
NT$2,000,000(inclusive)to 5,000,000(not inclusive) Mark Fong,Max Chang,Herbert Tsai,C.C.Fan,BobbyTseng,Vincent Chen,TongYang,Vincent Wu,Lance Ouyang,Jeff Lee Mark Fong,Max Chang,Herbert Tsai,C.C.Fan,BobbyTseng,Vincent Chen,TongYang,Vincent Wu,Lance Ouyang,Jeff Lee
NT$5,000,000(inclusive)to 10,000,000(not inclusive) C.C. Ho,Joe Lin,Benjamin Huang,Steven Liu,Paul Ying,George Chang C.C. Ho,Joe Lin,Benjamin Huang,Steven Liu,Paul Ying,George Chang
NT$10,000,000(inclusive)to 15,000,000(not inclusive) David Yang,I-Shih Tseng David Yang,I-Shih Tseng
NT$15,000,000(inclusive)to 30,000,000(not inclusive) Leo Huang Leo Huang
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 19 19

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 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: Allocation of profit sharing employee bonus approved by the board of directors in 2017 for General Manager and Vice president is based on the actual allocation sum ratio of the previous year.

Note 3: (a) If this Corporation's General Manager or Vice presidents receive remuneration from investments in other corporations that are not subsidiaries of this Corporation, 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 Corporation employee, director, or supervisor), business expenses, and other related payments received by the General Manager or Vice presidents of this Corporation for being a director, supervisor, or manager of other non-subsidiary corporations that this Corporation has invested in.

Note 4: The total amount of the remuneration and benefit given to General Manager and Vice president for all corporations (including this corporation) should be disclosed in the consolidated statements. Note 5: Amount of retirement pensions listed.

Note 6: Net profit after tax refers to those acquired from recent years. According to the International Financial Reporting Standards employed for this report, net profit after tax 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 Vice president, the name of the General Manager and Vice presidents shall also be disclosed in the proper remuneration range.

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

Note 9: Since the dismissal of the position was dismissed on January 1, 2018, the remuneration up to that date was provided.

  • 12 -

  • (4) Compare and analyze the total remuneration paid to each of this corporation's directors, supervisors, general managers, and vice presidents in the 2 most recent years by all corporations listed in this company'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.

  • Analysis of total remuneration paid to this corporation’s directors, supervisors, g eneral managers , and vice presidents in the 2 most recent years as a percentage of net profit after tax:

ax: ax:
Total remuneration paid to directors,
supervisors, general manager, and vice
presidents in 2016 and its proportion to
netprofit after tax.
Total remuneration paid to directors,
supervisors, general manager, and vice
presidents in 2017 and its proportion to
netprofit after tax.
This Corporation All corporations listed
in the consolidated
statement

This Corporation
All corporations listed
in the consolidated
statement
7.87% 8.25% 6.02% 6.37%
  1. 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, Supervisor:

  2. The corporation pays compensation mainly to the supervisors, according to Article 34 of the corporation's articles of association, in the current year, the pre-tax profit before distribution of employees and supervisors is not higher than 1.5%. The supervisor's fee payment policy not only refers to the corporation's overall operating performance, but also refers to the individual's contribution to the corporation's performance. The relevant remuneration of the directors and supervisors was reviewed by the Compensation Committee and the Board of Directors, and the remuneration system was reviewed at any time depending on the actual operating conditions.

  3. In 2017 and 2016, the corporation provided NT$9,600,000 and NT$8,000,000 respectively, which accounted for approximately 0.30% and 0.35% of pre-tax net profit respectively. At the time of each board meeting, the corporation paid directors and supervisors attending meeting attendance fees.

  4. (2) General Manager and Vice President

  5. The corporation adheres to "Regulations for Top Management Compensation", when a general manager or vice president is recruited, he or she will be paid a fixed basic salary monthly based on the payment standards for similar positions in the same industry. 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.

  6. (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 manager.

  7. 13 -

Names of manager provided with employee's compensation and state of payments

December 31,2017 (Unit: NT$1,000) December 31,2017 (Unit: NT$1,000) December 31,2017 (Unit: NT$1,000) December 31,2017 (Unit: NT$1,000) December 31,2017 (Unit: NT$1,000)
Title Name Shares
Sum
Cash
Sum
Total Total
payment as a
proportion of
net profit (%)
Manager General Manager Leo Huang 0 67,000 67,000 2.62%
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
Vice president, Finance &
Administration Center
Paul Ying
Vice president of the Operation
Management Center
Benjamin Huang
Vice president, Corporate
Manufacturing
Steven Liu
Vice president, R&D Department,
Semiconductor Test Equipment BU
Max Chang
Vice president, Sales Department 1,
Integrated System Solution BU
Herbert Tsai
Vice president, General Manager’s
Office
C.C. Fan
Vice president, Planning Department,
Test & Measurement BU
Bobby Tseng
Vice president, Greater China Area
Sales Department, Test &
Measurement BU
Vincent Chen
Vice president, Technical Service
Department,Test & Measurement BU
Tony Yang
Vice president, R&D Department, Test
& Measurement BU
Vincent Wu
Vice president, R&D Department 1,
Integrated System Solution BU
Lance Ouyang
Vice president, Sales Department 2,
Integrated System BU
Jeff Lee

Allocation of profit sharing employee bonus approved by the board of directors in 2017 for General Manager and Vice president is based on the actual allocation sum ratio of the previous year.

  • 14 -

3. Operations of Corporate Governance

(1) Implementation of board meetings

A total of 6 Board of Directors' meetings were held in 2017, following is the list of attendance of directors:

Title Name (Note 1) Actual
presence
(attendance)
Proxy
Delegated
presence
Rate of actual presence
(attendance) (%) (Note2)
Remarks
Chairman of
the Board
Leo Huang 6 - 100% Reappointed
Independent
director
Tsung-Ming Chung 6 - 100% Reappointed
Independent
director
Quincy Lin 6 - 100% Reappointed
Independent
director
Tai-Jen George Chen 4 - 100% Newly
Appointed
Director I-shih Tseng 4 - 100% Newly
Appointed
Director Chung-ju Chang 4 - 100% Newly
Appointed
Director Tsun-I Wang 4 - 100% Newly
Appointed
Director Fer Mo Investment Co.,
Ltd. Representative:
Chung-Ju Chang
2 - 100% Previously
Appointed
Director Chroma Investment Co.
Ltd. Representative: I-
shih Tseng
2 - 100% Previously
Appointed
Supervisor Chi-Jen Chou 2 - 100% Previously
Appointed
Supervisor Kai Sun Investment Co.,
Ltd. Representative:
Tsun-I Wang
2 - 100% Previously
Appointed
Note1: The shareholders' regular meeting was fully re-elected on June 8, 2017 and all independent directors formed an audit
committee to replace the supervisor. The board of directors was convened two times before the re-election, and the
board of directors was convened four times after the re-election.
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) Article 14(3) of the Securities Exchange Act:
Board of
Directors
Meeting
Date
Term
Agenda
All independen
directors'
opinions
Chroma's
handling of the
opinions of the
independent
director
2017.02.21 The first
time in
2017
(1) Annual remuneration for the transport fees of Directors and
supervisors in attending Board of Directors' meeting.
(2) Amend the corporation's "Procedure for The Acquisition and
Disposal of Assets, "Procedure for Endorsement Operations",
"Procedure for Financial Loans for Other Parties", "Procedure
for Handling Derivative Products Trading" and "Code of Ethical
Conduct".
(3) Issue the corporation's 2016 internal control system statement.
No opinion
Proposal approved
  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:

  2. 15 -

(4) Capital loans to Chroma Japan Corp.
(5) 2017 Payadjustment for the corporation's manager.
2017.04.26 The second
(1) Examine the qualifications of directors for candidates.
No opinion Proposal approved
time in (2) Endorsement for Chroma Ate Inc. (USA).
2017 (3) Increase capital for Adivic TechnologyCo.,Ltd
2017.06.19 Third time (1) Recruit a member for the third pay remuneration committee. No opinion Proposal approved
in 2017 (2) The corporation's 2016 restricted employee shares issued for
the second time.
(3) Sajet System Technology (Suzhou) Co., Ltd. Surplus capital
increase case.
(4) An endorsementguarantee for Chroma ATE(Suzhou)Co.,Ltd.
2017.07.31 The fourth (1) Propose to distribute 2016 employee bonus to managers. No opinion Proposal approved
in 2017 (2) 2017 remuneration for the transport fees of audit committee in
attending Auditor Committee's meeting.
(3) Capital loans to Chroma Systems Solutions Inc.
(4) Endorsement for Chroma Japan Corp.
(5) Endorsement for Chroma Ate Europe B.V.
(6) Invested in Touch Cloud Co., Ltd.
(7) Invested in Innovative Nanotech Inc.
2017.11.02 The fifth in (1)Capital loans to Chroma Japan Corp. No opinion Proposal approved
2017 (2)Endorsement for Quantel Private Ltd.
(3)Invested in EVT TechnologyCo.,Ltd.
2017.12.27 The sixth in
(1)Revised the corporation's "Internal Control System",
No opinion Proposal approved
2017 "Implementation Rules for Internal Auditing," and "Code of
Integrity Practice Rules".
(2)Replace visa certified public accountant and independent
assessment.
(3)Capital loans to Chroma Systems Solutions, Inc.
(4)Invested in Taiwan Advanced Nanotech.

(2) In addition to the aforementioned matters, any other resolutions from the Board of Directors where an independent director expressed a dissenting or qualified opinion that have been recorded or stated by writ: None.

  1. During the execution process where the Director abstain from begin a stakeholder, the name of the director, the content of proposal, the reason of abstinence and the results of the voting should be stated:

On April 26, 2017, the Board of Directors approved the qualification review of director candidates, according to Article 206 of the Company Act, the relevant directors are not involved in the discussion and voting, except for those involved in the review of individual directors' qualifications, are able to cast votes after consultation with the Board of Directors by the chairman and received approval without objections. 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:

The corporation set up an audit committee on June 8, 2017. It has a “Regulation of the Audit Committee Organization” and the operation of the audit committee complies with laws and regulations. The corporation's website also discloses important resolutions of the board of directors in the most recent year to safeguard stockholders 'equity.

In addition, the corporation has established and operated a remuneration committee in accordance with the law. It has assessed the salary and remuneration policy and system of directors and managers, and has made recommendations to the board of directors for reference of their decisions. For the execution process of the corporation, please refer to Corporate Governance Operation (4) The Committee's Remuneration Operation.

Note 1: For directors and supervisors that are of judicial persons, the name of the shareholders and representative of the said judicial person shall be disclosed.

Note 2. (1) Where 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:

4 Audit Committee meetings in 2017, the attendance of the independent directors is as follows:

follows:
Title Name Actual
presence
Delegated
attendance
Rate of actual
presence (%)
Notes
Independent
director
Quincy Lin 4 - 100% June 8, 2017 Newly
appointed
Independent
director
Tsung-Ming
Chung
4 - 100% June 8, 2017 Newly
appointed
Independent
director
Tai-Jen George
Chen
4 - 100% June 8, 2017 Newly
appointed
Other items that shall be recorded:
(1) If any of the following applies to the operations of the Audit Committee, the date and session of the
Board of Directors' Meeting, as well as the resolutions, resolutions of the Audit Committee and
the corporation's actions in response to the opinions of the Audit Committee should be stated.
1. Items listed in Article14(5)of the Securities and Exchange Act
Board of
Directors
Meeting
Date
Term
Agenda
Audit
Committee
Resolution
results
Corporation's
responses to
the
comments of
the Audit
Committee
2017.06.19 Third
time in
2017
(1) Investment conversion of surplus to capital increase
for Sajet System Technology (Suzhou) Co., Ltd.
(2) Endorsement for Chroma Electronics (Suzhou) Co.,
Ltd.
All members of
the first session
of the first (June
19, 2017) audit
committee
approved.
Proposal
approved
2017.07.31 The
fourth in
2017
(1) Capital loans to Chroma Systems Solutions, Inc.
(2) Endorsement for Chroma Japan Corp.
(3) Endorsement for Chroma Ate Europe B.V.
(4) Invested in Touch Cloud Co., Ltd.
(5) Invested inInnovative Nanotech Inc.
All members of
the second
session of the
first (July 31,
2017) audit
committee
approved.
Proposal
approved
2017.11.02 The fifth
in 2017
(1) Capital loads to Chroma Japan Corp.
(2) Endorsement for Quantel Private Ltd.
(3) Invested in EVT Technology Co, Ltd.
All members of
the third session
of the first
(November 2,
2017) audit
committee
approved.
Proposal
approved
2017.12.27 The sixth
in 2017
(1) Revise the corporation's "Internal Control System",
"Implementation Rules for Internal Auditing," and
"Code of Integrity Practice Rules".
(2) Replace visa certified public accountant and
independent assessment.
(3) Capital loans to Chroma Systems Solution, Inc.
(4)Invested in Taiwan Advanced Nanotech.
All members of
the 4th session
of the first
(December 27,
2017) audit
committee
approved.
Proposal
approved
2. Except the items in the preceding issues, other resolutions approved by two-thirds of all directors
but yet to be approved by the Audit Committee: None.
(2)Executionprocess where the independent director abstain from begin a stakeholder,the name of the
  • 17 -

director, the content of proposal, the reason of abstinence and the results of the voting should be stated: None.

  • (3) Communication between directors and head of internal audit and CPA (including material issues, audit methods and results relating to the corporation's finances and business).

  • Communication methods between independent directors and internal audit director:

  • (1) The audit supervisor should complete an audit report at the end of every month and submit said report to the independent directors and they may request clarification from the audit supervisors upon any inquiry.

  • (2) The audit supervisor will attend the corporation's routine directors' meeting to submit the internal auditing report, independent directors may directly inquire and communicate with the audit supervisor on the spot.

  • Communication between independent directors and certified public accountants:

  • (1) The certified public accountant submits the consolidated financial statements after quarterly verification (or review) to the board of directors in written form. The independent directors are required to clarify if they have doubts.

  • (2) The audit committee completed the review report by examining the audited accountants’ financial statements and checking the written statement.

Note: *Before the end of the year, if there is an independent directors re-election, both newly appointed and previously appointed independent directors should be listed in the remarks column with the status, previously appointed, newly appointed or reappointed of the independent directors together with the re-election date. The actual attendance rate (%) shall be calculated based on the number of meetings held during the member’s term in the compensation committee and the number of actual attendance of this member.

  • 18 -

2. Supervisors’ participation in the board meeting

A total of 6 Board of Directors' meetings were held in 2017, following is the list of attendance of directors:

Title Name Number of
actual
attendance
Percentage of
Attendance in
Person
Notes
Supervisor Chi-Jen Chou 2 100% An audit committee was set up on
June 8, 2017, and the supervisors
attended Board of Directors' meeting
twice during their terms.
Supervisor Kai Sun Investment
Co., Ltd.
Representative: Tsun-
I Wang
2 100% An audit committee was set up on
June 8, 2017, and the supervisors
attended Board of Directors' meeting
twice duringtheir terms.
Other items that shall be recorded:
1. Composition and responsibilities of the supervisors:
(1) The corporation re-elected the board of directors at the regular shareholders' meeting on June 8,
2017, and all independent directors formed an audit committee to replace the supervisor.
(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 other 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.

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

Assessed items State of operations Gaps with the
Corporate Governance
Best Practice Principles
for TWSE/TPEx Listed
corporations, and the
cause of the said gaps
Yes No Summary
1. Did the Corporation stipulate and
disclose best practice principles
for corporate governance
according to the Corporate
Governance Best Practice
Principles for TWSE/TPEx Listed
V 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 differences
  • 19 -
Assessed items State of operations State of operations State of operations Gaps with the
Corporate Governance
Best Practice Principles
for TWSE/TPEx Listed
corporations, and the
cause of the said gaps
Yes No Summary
corporations?
2. Equity structure and shareholders’
rights of the Corporation
(1) Did the Corporation establish an
internal procedure for handling
shareholder proposals, inquiries,
disputes, and litigations? Are
such matters handled according
to the internal procedure?
(2) Did the Corporation 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 Corporation establish
and enforce risk control and
firewall systems with its affiliated
company?
(4) Did the Corporation stipulate
internal rules that prohibit
Corporation insiders from
trading securities using
information not disclosed to the
market?

V
V
V
V
(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,
managers, 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 for the monitoring of
subsidiaries and delegated personnel
for supervising 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
official website.


No differences
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?
V (1) Corporation stipulated Best Practice
Principles for Corporate Governance
that provided that the composition of
the Board of Directors must consider
the diversity as well as principles of
diversity that include basic criteria,
professional knowledge, and skills that
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. There are a total
of 7 members on the Board of
Directors, including 3 independent
directors.

No differences
  • 20 -
Assessed items State of operations State of operations State of operations Gaps with the
Corporate Governance
Best Practice Principles
for TWSE/TPEx Listed
corporations, 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
Corporation voluntarily
established other functional
committees?
(3) Did the Corporation 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 Corporation regularly
implement assessments on the
independence of CPA?
V
V
V (2) The corporation has established a
salary remuneration committee and an
audit committee according to law.
(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 managers, and shall
submit the Committee's
recommendations to the Directors’
Meeting for discussion.
(4) In addition to acquire an independent
statement from the certified public
accountants, the corporation will
conduct a regular assessment on the
independence of recruited certified
public accountants annually, the main
assessment targets are employees that
had yet to take up the position of
director and supervisor, not a
shareholder of the corporation, yet to
receive salary from the corporation,
not major stakeholder of the
corporation, not a manager involved in
the corporation's decision making and
have not serviced the corporation for
the past 2 years. Assessment result will
be submitted to the corporation's
Audit Committee and Board of
Directors. The results of the
corporation's most recent annual
assessment have been submitted to
the Audit Committee and the Board of
Directors on December 27, 2017 for
review and approval.


4. Has the TWSE/TPEx listed
Corporation set up a full- (or
part-) time corporate governance
unit or personnel to be in charge
of 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

V
The financial department of the
corporation has a special person
responsible for corporate governance
related affairs. The public security
corporation has already had public
management corporations with more than
three years of management experience in
finance, stock affairs, and deliberations.
Their main responsibilities are to provide
the information needed by the directors to
execute their business, handle matters
related to meetings of the board of
No differences
  • 21 -
Assessed items State of operations State of operations State of operations Gaps with the
Corporate Governance
Best Practice Principles
for TWSE/TPEx Listed
corporations, and the
cause of the said gaps
Yes No Summary
registration and amendment
registration, and producing
minutes of board meetings and
shareholders meetings)?
directors and shareholders, prepare
meetings, and register changes in the
corporation.
The most recent annual business
performance is as follows:
(1)Assisting the Board of Directors and
shareholders in the proceedings and
compliance with resolutions. (2) Draft the
meeting agenda, inform the directors 7
days prior to the meeting and provide
meeting information, if there are issues
about stockholding that needed to be
avoided, they should be reminded
beforehand and the meeting minutes
should be completed within 20 days after
the meeting. (3) Issues concerning the
issuance of major messages concerning
important resolutions of the Board of
Directors after the meeting to ensure the
correctness and correctness of the content
of the re-information so as to protect the
equivalence of investor transaction
information. (4) Registration of the date of
the shareholders' meeting in accordance
with the law, production of meeting
notices within the statutory time limit,
annual reports, discussion manuals,
deliberations, and amendments to the
articles of association or directors for
change registration.
5. Has the Corporation established a
communication channel with
stakeholders (including but not
limited to shareholders,
employees, customers, and
suppliers)? Has a stakeholders’
area been established in the
Corporation’s website? Has the
Corporation addressed major
corporate social responsibility
(CSR) topics that the stakeholders
are concerned in a proper
manner?
V This Corporation has established a CSR
area on its official website that provided
contact information, emails, and other
channels of communication to
stakeholders so that they may raise topics
that they are concerned with. These
concerns will then be promptly addressed
by this Corporation.
No differences
6. Has the Corporation delegated a
professional shareholder services
agent to handle shareholders’
meeting?
V The corporation has appointed Taishin
International Bank to handle affairs of the
Board of Shareholders.
No differences
7. Information disclosure
(1) Did the Corporation establish a
website to disclose information
on financial operations and
corporate governance?
V (1)This Corporation has established a
website with special pages on investor
services and regular updates on
financial operations and corporate
governance. Website:
No differences
  • 22 -
Assessed items State of operations State of operations State of operations Gaps with the
Corporate Governance
Best Practice Principles
for TWSE/TPEx Listed
corporations, and the
cause of the said gaps
Yes No Summary
(2) Did the Corporation adopt other
means of information
disclosure (such as establishing
an English language website,
delegating a professional to
collect and disclose Corporation
information, implement a
spokesperson system, and
disclosing the process of
investor conferences on the
Corporation website)?


V
(www.chromaate.com).
(2) This Corporation has established
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
official website.
8. Has the Corporation provided
important information to provide
better understanding of the state
of corporate governance
(including but not 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 Corporation’s purchase of
liability insurance for its directors
and supervisors)?
V 1. Employees' equity: According to the
Labor Standards Act and the
corporation's personnel regulations; the
corporation takes the employees' equity
seriously and so sets up the employees'
feedback mailbox, communications
channels and various specific areas for
discussion to provide a comprehensive
selection of channels for feedback.
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 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 to
provide employees with a selection of
recreational activities after work.
3. Investor relations: The corporation's
website has an investors' service page, a
spokesperson and a deputy
spokesperson, specifically responsible for
public disclosure of the corporation
matters. The corporation will also
organize road show regularly to disclose
relevant information regarding the
corporation's operations, at the same
time update those information in the
corporation's 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


No differences
  • 23 -
Assessed items State of operations State of operations State of operations Gaps with the
Corporate Governance
Best Practice Principles
for TWSE/TPEx Listed
corporations, and the
cause of the said gaps
Yes No Summary
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 information transparency
and prompt notification, financial and
business information posted in this
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 practical experiences in
business management that are
applicable to the business scope of this
Corporation. The following lists financial,
business, and professional courses
recently taken by this Corporation’s
Directors, Supervisors, and managers
(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 clients’ 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 need not
be completed by corporations not listed for evaluations)
1. Improvements made in the most recent year:
(1)Electronic voting was adopted for 2017 annual shareholders’ meeting.
(2) Completed a corporate social responsibility report and acquired third party attestation.
(3) Set up an audit committee in 2017.
2. Prioritized matters and measures yet to be improved:
(1) The implementation of the board member diversity policy is disclosed in the corporation's website.
(2) The annual report reveals the results of the resolution of the audit committee on the major proposals and
the corporation's handling of the opinions of the audit committee.
  • 24 -

Note 1: In 2017 and up to the publication date of the annual report, the progress of the directors:

Title Name Name Trainingdate Trainingdate Organizer Course title Course hours
Chairman Leo Huang 2017.09.11 Taiwan Academy of Banking
and Finance
Corporate Governance Forum -
Business continuity
3

Independent
director
Tsung-Ming
Chung
2017.07.13 Taiwan Academy of Banking
and Finance
Seminar on the Applied Operations
of the Board of Directors and
Supervisors and Corporate
Governance
3
2017.12.26 Taiwan Academy of Banking
and Finance
Seminar on the Applied Operations
of the Board of Directors and
Supervisors and Corporate
Governance
3

Independent
director
Tai-Jen
George Chen
2017.09.22 Taiwan Corporate
Governance Association
How Directors Do Their Best
"Attentions"
3
2017.11.03 Taiwan Corporate
Governance Association
Science and technology quickly
change the environment, the
directors lead the corporation to
respond
3
2017.11.21 Taiwan Corporate
Governance Association
Global Trend Analysis - Risks and
Opportunities
3
2017.11.24 Taiwan Corporate
Governance Association
Evaluation of Board of Directors'
Effectiveness from the Perspective
of Directors and Supervisors
3
Director Tsun-I Wang 2017.08.23 Securities and Futures
Institute of Taiwan
Corporate Governance
Association
Discussion on fraud cases of
corporate financial statements
3
2017.08.23 Securities and Futures
Institute of Taiwan
Corporate Governance
Association
A Discussion on the Utilization of
Employee Compensation Strategies
and Tools
3
In 2017 and up to the publication date of the annual report, corporate governance training for managers:
Title Name Trainingdate Organizer Course title Course hours
Accounting
Manager
Paul Ying 2017.07.13~
2017.07.14
Accounting Research and
Development Foundation of
Taiwan Corporate Governance
Association
Continuing Training Class for
Securities Issuers, Securities
Dealers, Securities Exchange Firms
and certified public accountant
supervisors
12
  • 25 -

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

1. Information on the members of the Salary and Remuneration Committee

Identity Condition
Name
Has more than 5 years of work experience
Has the following professionalqualifications
Has more than 5 years of work experience
Has the following professionalqualifications
Has more than 5 years of work experience
Has the following professionalqualifications
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)
Number of
salary and
remuneration
committee
memberships
concurrently
held in other
public
corporations
Notes
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
Corporation

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
administratio
n, legal
affairs,
finance,
accounting,
or business
sector of the
Corporation.
1 2 3 4 5 6 7 8
Independent
director
Tai-Jen
George Chen
3
Independent
director
Tsung-Ming
Chung
0
Independent
director
Quincy Lin 1

Note 1: For members that are recruited two years prior to election and met the criteria below, please "tick" in the boxes below each criterion. (1) Not employed by the Corporation or an affiliated company.

(2) Not a director or supervisor of the Corporation or an affiliated company. However, this restriction does not apply in cases where the person is an independent director of the Corporation, 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 Corporation 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 Corporation or institution that has a financial or business relationship with the Corporation.

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

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

  • 26 -

  • 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, 2017 until June 7, 2020, a total of 2 Salary and Remunerations Committee meetings (A) were held in 2017, member qualifications and attendance as follow:

Title Name Actual presence (B) Delegated
attendance
Rate of actual presence
(%) (B/A) (Note)
Notes
Committee
chair
Tai-Jen George Chen 1 - 100% 2017.6.19 New
appointment
Member Tsung-Ming Chung 2 - 100% Renew
Member QuincyLin 2 - 100% Renew
Member Chao-min Yang 1 - 100% 2017.6.8 Retiring
Other items that shall be recorded:
I. 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
Corporation’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.
II. 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.
  • I. 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 Corporation’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.

Note: Where 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.

  • 27 -

(5) Fulfilment of social responsibilities

Assessed items State of operations State of operations State of operations Gaps with the
Corporate Social
Responsibility Best
Practice Principles
for TWSE/TPEx
Listed corporations
and root causes
Yes No Summary
1. Implementation of corporate
governance
(1) Has the Corporation stipulated
corporate social responsibility (CSR)
policies and systems and reviewed
the effectiveness of CSR actions?
(2) Has the Corporation provided regular
training on CSR topics?
(3) Has the Corporation 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 Corporation established a
relevant salary and remuneration
policy and combined its employee
performance assessment system
with CSR policies? Has the
Corporation established a clear
reward and penalty system?


ˇ


(1) The corporation has established the
“Code of Practice for Corporate Social
Responsibility” and issued the third
CSR report in 2017. It also entrusted
BSI with AA1000 assurance standards,
using the moderate assurance level as
the verification standard, and was
acquired a third-party verification
statement. .
(2) Each year, the ESH Center organizes
lectures on topics related to safety,
health care, and environmental
protection. In 2017, the employee
welfare committee initiated an event
of sending love to rural areas and
donating books to promote the
colleagues participation in social
welfare.
(3) ESH center 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)1. The corporation has established a
comprehensive performance
assessment system linked with
regulations governing employee
rewards and penalties which were
then implemented accordingly. 2. The
43 regulation of the corporation's
articles of association: If the
corporation profited for that
particular year (meaning the profit
after deducting the bonus to
employees and directors from the net
profit before tax), there should be a
raise of 5% to 20% in the employee
bonus.
No differences
2. Developing a sustainable
environment
(1)Is the Corporation committed to
(1)This Corporation is dedicated to No differences
  • 28 -
Assessed items State of operations State of operations State of operations Gaps with the
Corporate Social
Responsibility Best
Practice Principles
for TWSE/TPEx
Listed corporations
and root causes
Yes No Summary
improving usage efficiency of
various resources and utilizing
renewable resources with reduced
environmental impact?
(2) Has the Corporation referred to the
nature of its industry to establish a
suitable environment management
system (EMS)?
(3) Is the Corporation concerned with
changes to the global climate and
how it may affect business
activities? Has the Corporation
implemented greenhouse gas
(GHG) inventory checks and
stipulated strategies for reducing
energy consumption, carbon
emissions, and greenhouse gas
production?

developing green products, reducing
the use of hazardous substances (HS),
and generating lead-free production
processes. According to the attributes
of wastes, suitable recycling processes
are applied. The waste classification is
implemented through policies
proclamation, lectures, labelling,
posting and secondary sorting to
reduce waste and increase resource
recovery rate in fulfilling the
environmental protection
responsibility.
(2)All environmental safety operations are
regulated in accordance with laws and
regulations, regularly track and declare
the amount of waste generated, set
targets for waste reduction, carry out
ideas for resource recycling and set
various energy saving programs to
achieve the goal of energy conservation
and the love for earth. The corporation
currently granted obtains ISO 14064
carbon footprint certification.
(3) To address the issue of climate change,
the corporation enhanced the
efficiency air-conditioning ice storage
systems, improved energy consuming
hardware in promoting air-conditioning
temperature control, replaced
refrigerant flow meters and
strengthened power usage monitoring,
used water-saving gasket devices and
replaced the public lighting equipment
in the entire plant area with LED lights.
All of these actions achieved energy
conservation and carbon reduction,
reduced energy consumption and
carbon emission intensity, thus fulfilling
the responsibility of environmental
protection.
3. Sustaining community services
(1) Has the Corporation referred to
relevant laws and international
human rights instruments to
stipulate relevant management
policies and procedures?
(1) The corporation is committed to
fulfilling its corporate social
responsibility, safeguarding the basic
human rights of all its colleagues,
customers and interested parties, and
respectinginternationallyrecognized
- 29 -
Assessed items State of operations State of operations State of operations Gaps with the
Corporate Social
Responsibility Best
Practice Principles
for TWSE/TPEx
Listed corporations
and root causes
Yes No Summary
(2) Has the Corporation established
employee appeal system and
channels, and are employee appeals
handled appropriately?
(3) Has the Corporation provided
employees with safe and healthy
work environments as well as
regular classes on health and safety?
(4) Has the Corporation 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?



basic human rights, including freedom
of association, caring for disadvantaged
groups, prohibition of child labor,
elimination of all forms of forced labor,
elimination of employment and
employment discrimination, etc. In
addition, it abides by the labor-related
laws and regulations set in the
corporation's location, formulates
employee appointment, attendance,
remuneration and other personnel
methods to protect employee rights
and interests.
(2) To improve internal communication,
this Corporation has established
employee appeal helpline and email
addresses. A dedicated personnel has
been assigned to handle and file these
appeals.
(3) The ESH Center administers regular
safety and health education training
courses, conducts regular inspections
of the working environment, conducts
fire drills, and contractor management
in compliance with regulatory
deadlines. It also organizes annual
physical and mental health checks for
employees, holdes diversified health
promotion and care talks, sets up
special health and safety management
units, medical care rooms, and
provides Chinese and Western doctors'
consultation services. First aid
personnel, first aid kits, and automatic
external defibrillators (AED) are staffed
and provided in each factory area to all
employees a safe and healthy working
environment.
(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



No differences
  • 30 -
Assessed items State of operations State of operations State of operations Gaps with the
Corporate Social
Responsibility Best
Practice Principles
for TWSE/TPEx
Listed corporations
and root causes
Yes No Summary
(5) Has the Corporation established
effective career competence training
plan for its employees?
(6) Has the Corporation 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 Corporation compliant with
relevant laws and international laws
governing the marketing and
labelling of its products and
services?
(8) Has the Corporation 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
Corporation and its major suppliers
include terms where the
Corporation may terminate or
rescind the contract at any time if
the said supplier has violated the
Corporation's corporate social
responsibility policy and have
caused significant impact upon the
environment and society?





electronic bulletin board.
(5) This corporation has established the
Education and Training Management
guidelines, which are used with career
plans to cultivate and develop
professional competence for
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 labelling 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 are used as a
basis for selecting qualified suppliers.
(9) Suppliers are required to sign
Declaration for Environmental
Protection which include terms
stipulating that this Corporation may
terminate contractual agreements if
the supplier violates environmental
protection laws and requirements.
4. Improvement of information
disclosure
(1)Does the Corporation disclose
This Corporation has established an No differences
  • 31 -
Assessed items State of operations State of operations State of operations Gaps with the
Corporate Social
Responsibility Best
Practice Principles
for TWSE/TPEx
Listed corporations
and root causes
Yes No Summary
relevant and reliable information
relating to CSR on its official
website or the Market Observation
Post System (MOPS)?
electronic bulletin board to promptly
report any of its activities. CSR reports and
information relating to social responsibility
activities were also disclosed upon this
Corporation’s official website.
5. Where the Corporation has stipulated its own Best Practices on CSR according to the Corporate Social
Responsibility Best Practice Principles for TWSE/TPEx Listed corporations, please describe any gaps between the
prescribed best practices and actual activities taken by the Corporation:
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 this corporation's website. For the
status of CSR operations of this corporation, pleaseperuse the CSR reports compiled bythis corporation.
6. Any important information useful for understanding the state of CSR operations:
(1) The corporation promotes corporate social responsibility in a long-term manner. It annually exposes the
corporation's sustainable development status and business philosophy through its CSR report, and reports to
the public on the concept and practice of transparent openness and corporate social sustainability.
The corporation's risk issues are related to the implementation of human rights are described below:
1.Multiple inclusive and equal opportunities:
 No difference treatment in language, attitude and behavior towards one's gender, race, social status, age,
marital status, family status, language, religion, party affiliation, nationality, appearance, facial features,
mental/physical handicap and etcetera.
 Ensure equal opportunity employment policy and fairness in employment, salary benefits, training,
evaluation, and promotion opportunity, provide effective and appropriate complaint mechanism to avoid
violation of employee human rights, great effort in creating equal employment, elimination of prejudice
and harassment in the workplace.
 Regularly track implementation of diversity inclusion and equal opportunity.
2.Healthy and safe workplace:
 The corporation conducts a full range of employee health management, has a professional and warm
medical room, provides employees with a wealth of medical resources, through the cloud health
management system, always concerned about the health of employees; held a variety of health talks.
 The corporation is committed to providing a safe and healthy work environment so that employees can
work at ease. The “Occupational Safety and Hygiene Committee” is set up to review the safety and health-
related issues and plans on a regular quarterly basis, and conduct regular occupational safety advocacy and
education training for colleagues to obtain a secured workplace certification at the same time.
3. Reasonable working hours: In the corporation's methods, the corporation stipulates the specifications for
working hours and extension of working hours, and regularly cares about and manages employees'
attendance.
4. Freedom of association: Encourage employees to cultivate interest, cultivate physical and mental health,
formulate club subsidies, and apply for the establishment of societies in accordance with regulations.
5.Labor-management consultation: Establish a smooth communication channel and hold regular labor and
capital conferences to ensure the rights and interests of both parties.
6. Privacy protection: In order to fully protect the privacy of clients and stakeholders, a comprehensive
information security management system is established, following a strict control specifications and
protective measures.
(2) Environmental obligation
• Increase responsibilities for environmental protection, actively promote clean energy technologies, and
providegreen corporations with automated testingsolutions.
  • No difference treatment in language, attitude and behavior towards one's gender, race, social status, age, marital status, family status, language, religion, party affiliation, nationality, appearance, facial features, mental/physical handicap and etcetera.

  • 32 -

Assessed items State of operations
Yes No
Summary
State of operations
Yes No
Summary
State of operations
Yes No
Summary
Gaps with the
Corporate Social
Responsibility Best
Practice Principles
for TWSE/TPEx
Listed corporations
and root causes
No Summary
• 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.
(3) Corporate social responsibility carried out in 2017
Targets for donations in 2017 include National Chiao Tung University Tainan Campus Dormitory,
Foundation Boyo Social Welfare Foundation, TFCF North Kaohsiung Branch Shanlin Rainbow House, Chiao Tung
University Angel Foundation, Soft Power Foundation, Qiu Zaixing Culture and Education Foundation, the
Taoyuan Police Friendship Association, and the Gui shan Police Friendship Association. The total amount of
donation is approximately 53.8 million NT dollars.
For social issues, the support for clean energy policies also reflects the corporation’s concern for
sustainable energy development and environmental friendly attitudes. It is imperative that the Chroma ATE
Inc., as a developer of clean energy devices, needs to respond to this policy. Currently, it is evaluating the solar
panels installed on the roof,in hope of usingsolarpower to reduce the carbon emission intensity.
7. Any review standards of certification bodies that the Corporation’s CSR report have been qualified for shall be
described:
The corporation issued CSR report in 2017 and entrusted BSI with AA1000 assurance standards, using the
moderate assurance level as the verification standard.

(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
corporations, and
the cause of the
said gaps
Yes No Summary
1. Stipulating policies and plans for
ethical corporate management
(1) Has the Corporation clearly
indicated policies and activities
related to ethical corporate
management in its bylaws and
external documents? Are the
Corporation’s directors and
management actively fulfilling
their commitment to corporate
policies?
(2) Has the Corporation stipulated a
plan to forestall unethical
conduct? Has the Corporation
clearly prescribed procedures,
best practices, and disciplinary
and appeal systems for violations
within the said plan? Is the plan
implemented accordingly?

(1) This Corporation has stipulated the
Best Practices for Ethical Corporate
Management, Code of Integrity
Practice Rules, and 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) "Code of Integrity Practice Rules" of this
Corporation clearly stipulate a plan to
forestall unethical conduct and
prescribed procedures, best practices,
and disciplinary and appeal system 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

No differences
  • 33 -
Items assessed State of operations State of operations State of operations Gaps with the
Ethical Corporate
Management Best
Practice Principles
for TWSE/TPEx
Listed
corporations, and
the cause of the
said gaps
Yes No Summary
(3) Has the Corporation established
preventive measures for the items
prescribed in Article 7, Paragraph 2
of the Ethical Corporate
Management Best Practice
Principles for TWSE/TPEx Listed
corporations or business activities
with a higher risk of being involved
in an unethical conduct within the
Corporation’s scope of business?

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 "Code of Integrity Practice Rules",
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.

2. Implementing ethical corporate
management
(1) Has the Corporation evaluated
ethical records of its counterparty?
Does the contract signed by the
Corporation and its trading
counterparty clearly provide terms
on ethical conduct?
(2) Has the Corporation established an
exclusively (or concurrently)
dedicated unit for promoting
ethical corporate management that
answer 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 Corporation established
policies preventing conflict of
interests, provided proper channels
of appeal, and enforced these
policies and channels accordingly?
(4) Has the Corporation established
effective accounting systems and
internal control systems for






(1) To ensure that mutual trust and integrity
form the basis of all business dealings, the
Corporation’s management regulations
have provided for suppliers to sign a letter
of commitment towards business integrity,
which clearly prohibited any improper or
unethical conduct in business activities and
immediate blacklisting of any violators.
Standard purchasing / sales contracts of the
Corporation also clearly stipulate terms for
business integrity and prohibition of
unethical dealings and conduct.
(2)The Corporation designated the Auditing
Office directly under the Board of
Directors as the responsible owner for
revising, implementing, interpreting,
providing counselling services, reporting,
registering, and filing the contents of the
"Code of Integrity Practice Rules",
supervising the implementation of these
rules, and providing regular reports to
the Board of Directors.
(3)The corporation stipulated "Code of
Integrity Practice Rules" policy clearly to
prevent conflicts of interest, the official
website provides independent e-mail
and private hotline for making a report
as a conduit for the internal and external
personnel of the corporation, and any
report shall be immediately handled by
the responsible unit.
(4)To achieve ethical corporate
management, the corporation has
established an effective accounting
system and internal control system
No differences
  • 34 -
Items assessed State of operations State of operations State of operations Gaps with the
Ethical Corporate
Management Best
Practice Principles
for TWSE/TPEx
Listed
corporations, and
the cause of the
said gaps
Yes No Summary
enforcing ethical corporate
management? Are regular audits
carried out by the Corporation’s
internal audit unit or
commissioned to a CPA?
(5) Does the Corporation regularly
organize internal and external
training for ethical corporate
management?
according to the constituent elements of
the internal system, and the internal
auditing unit shall conduct audits
according to the annual audit plan.
(5)New recruits are regularly taught with
the corporation's organizational,
cultural, and internal workplace morality
and ethics, emphasizing the importance
of individual and work integrity, in the
meantime, conducts internal awareness
programs conveying the importance of
integrity.
3. Status for enforcing whistle-blowing
systems in the Corporation
(1) Has the Corporation established
concrete whistle-blowing and
reward systems and accessible
whistle-blowing channels? Does the
Corporation assign a suitable and
dedicated individual for the case
being exposed by the whistle-
blower?
(2) Has the Corporation stipulated
standard operating procedures
(SOP) and relevant systems of
confidentiality for investigating the
case being exposed by the whistle-
blower?
(3) Has the Corporation 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 of this 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 identity of
the whistle-blower 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
identity of the whistle-blower and the
content of the reported case.

No differences
4. Improvement of information
disclosure
(1) Has the Corporation disclosed the
contents of its best practices
for ethical corporate
management and the
effectiveness of relevant
activities upon 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 upon this Corporation’s official
website.
No differences
5. If the corporation has formulated its own principles of integrity operation based on "Code of Integrity Practice
Rules for TWSE/GTSM Listed corporations", please state the difference between itsprinciples and its operation:
  1. If the corporation has formulated its own principles of integrity operation based on "Code of Integrity Practice Rules for TWSE/GTSM Listed corporations", please state the difference between its principles and its operation:

  2. 35 -

Items assessed State of operations State of operations State of operations Gaps with the
Ethical Corporate
Management Best
Practice Principles
for TWSE/TPEx
Listed
corporations, and
the cause of the
said gaps
Yes No Summary
No difference.
6. Other helpful information to understand the operation of code of integrity of the corporation: (for example, the
corporation’s amendment of the code of integrity practices):
(1) The corporation has a "Code of Integrity Practice Rules", "Operating Code of the Integrity Practice" and "Code of
Ethical Conduct". For the operation and implementation of the corporation's integrity management, please refer
to this year's report. III. Corporate Governance Operations (6) The corporation performed good faith
management and adoption measures. For details on this "Code of Integrity Practice Rules", Standards for Ethical
Conduct, and Operational Rules for Best Practices for Ethical Corporate Management please visit the MOPS or
this Corporation's official website.
(2) With the establishment of the Audit Committee, the corporation revised the Code of Integrity Practice on
November 2,2017 to complywith the statusquo.
  • (7) If the Corporation 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 improving information transparency.

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

The corporation has stipulated "Prevention Management of Insider Trading" as the basis of the corporation's major news and information disclosure mechanism. It is also inspected irregularly to ensure compliance to statutory laws and regulations and is published in the corporation's internal website for inquiries.

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

  • 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 corporations to maintain building sanitation and implement sterilization processes.

    • Commissioned qualified security firms to enforce access controls and security operations.

  • 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.

  • Physical and mental healthcare for employees:

  • 36 -

  • Entrust qualified medical institutions to regularly perform employee health checks that are superior to laws and regulations, and setup a sound health management system to safeguard employees' 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.

  • Set up a nursing room to form a complete breastfeeding environment and equipment to provide a quality breastfeeding environment for women who need breastfeeding and maintain their privacy.

  • Carry out four cancer screenings and special health check-ups every year to promote employee health care and early detection of diseases.

  • Automatic external defibrillators (AED), first aid kits and qualified first aid personnel were set up at each factory site, and first aid and AED education training courses were conducted. The branch office also reached the level of application for peace of mind and workplace safety.

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

  • From time to time, health promotion courses such as emotional management, interpersonal communication, parenting, healthy eating, and health care are organized.

  • Regularly organizes health promotion activities, promotes healthy meals, diverse sports instruction courses, health promotion lectures, and health testing activities, etc. Every year, it provides measures for the physical and mental relaxation, physical management, and weight control of disease prevention and health promotion.

  • Actively promote smoke-free workplaces and provide for a total ban on smoking outside the designated smoking areas within the perimeter of the factory.

  • Established an Occupational Welfare Committee to regularly organize various employee welfare activities. The corporation has diverse and several clubs to provide various recreational health activities for employees.

  • 37 -

  • (10) State and implementation of the internal control system

  • The Statement of Internal Control System

To Chroma ATE Inc. Internal control system statement Date: February 22, 2018

This Statement of Internal Control System is issued based on the self-assessment of the corporation for the year 2017.

  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 managers, 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, changes to the environment and situation may also affect the effectiveness of the internal control system. 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 corporations (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 subitems. 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. Based on the above assessment, the corporation has assessed that the internal control system (covering monitoring and management of its subsidiaries) as of December 31, 2017 is effectively designed and implemented and is sufficient to ensure that the following objectives are achieved, including understanding the degree of achievement of operational effectiveness and efficiency objectives, reliable, timely and transparent reporting and compliance of applicable rules, laws, regulations and bylaws.

  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. This statement has been approved by the Board of Directors on February 22, 2018, amongst the 7 directors that attended the meeting, none objected, and the remaining have all agreed with the contents of this statement.

To Chroma ATE Inc.

Chairman: Leo Huang CEO: Leo Huang

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

  2. 38 -

  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 2017 Annual Shareholders’ Meeting convened 2017.06.08 1.Attest the 2016 business report and financial statements. Execution process: Approved by resolution. 2. Approved 2016 surplus allocation. Implementation: The resolution was passed and July 30, 2017 is the base date of ex-dividend. Cash dividend for the shareholders was completely paid in August 17, 2017. (Dividend per share: NT$ 3.2208648) 3. Approved of the amendments to the articles of association of this Corporation. State of implementation: Approved by resolution. Amendments were made to the articles of associations. 4. Approve amended "Procedure for Acquisition and Disposal of Assets" of the corporation. Execution process: The resolution is passed and the “Procedure for Acquisition and Disposal of Assets” is implemented after the amendment. 5. Adopted amendments to the corporation's "Endorsement Operating Procedures" case. Execution process: The resolution is passed and the “Endorsement Operating Procedures” is applied after the amendment. 6. Approve amended "Finance and Other Operating Procedures" of the corporation. Execution process: The resolution was passed and the revised "finance and Other Operating Procedures" was implemented. 7. Adoption of the amendment to the "Procedure for Engaging in Transaction Processing of Derivative Commodities". Execution process: The resolution was passed and the “Procedures for Engaging in Derivative Commodity Trading Processes” were implemented after revision. 8. Approve title change and amended "Directors and Supervisors Election Procedure" of the corporation. Execution process: The resolution was passed and the “Directors and Supervisors Election Procedure” after the amendment was implemented. 9. Director election. Elected list: Directors: Leo Huang, I-Shih Tseng, Tsun-I Wang, Chung-Ju Chang Independent Directors: Tsung-Ming Chung, Quincy Lin, Tai-Jen George Chen 10. Approve the lifting of non-competition restriction for newly appointed directors and their representatives. State of implementation: Approved by resolution. 2. Key resolutions of the Board of Directors 2017.2.21 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. Resolved the amendments to the Articles of Association. 6. Approved amendments to Procedure for the Acquisition and Disposal of Assets,

  • 39 -

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 those for independent directors). 9. Eliminated an anti-competition restriction for newly appointed directors and their representatives. 10. Approved the scheduling for the annual shareholders’ meeting for 2017 and items raised by the shareholders to be reviewed. 11. Composed The Statement on Internal Control System of 2016 of this Corporation. 12. Approved capital loans to Chroma Japan Corp. 13. Approved the Business Plan of 2017 for this Corporation. 14. Approved salary adjustments for managers for 2017. 2017.04.26 1. First quarter of 2017 Business performance report 2. Pass the qualification test of director candidates. 3. Second issuance of insecure convertible corporate bonds in the country in exchange for new shares, executive stock option and equity security for the corporation's capital increase. 4. Approve endorsement for CHROMA ATE INC. 5. Approve capital increase for Adivic Technology Co.,Ltd. 6. Approve line of credit extension proposal from financial institution of the corporation. 7. Approve the establishment of "Auditor Committee Charter" of the corporation. 8. Approve amended "Board of Director Meeting Procedure" of the corporation. 9. Pass the donation case of National Chiao Tung University. 2017.06.19 1. Elected the current chairman. 2. Appointed a member of the third salary compensation committee of the corporation. 3. Approve the second issuance of new restricted employee shares of 2016. 4. The base day for the reduction of shares by setting new shares to limit employee rights. 5. 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 2017 for this Corporation. 6. Turning over the surplus to the capital increase through the Sajet System Technology (Suzhou) Co., Ltd. 7. Approve endorsement for Chroma Electronics (Suzhou) Co., Ltd. 2017.07.31 1. Second issuance of insecure convertible corporate bonds in the country in exchange for new shares, executive stock option and equity security for the corporation's capital increase. 2. Approve employee bonus allocated for managers in 2016. 3. Approve the 2017 annual remuneration of the corporation's auditor and attended the Audit Committee's fee case. 4. Approve capital loan for Chroma Systems Solutions, Inc. 5. Approve endorsement for Chroma Japan Corp. 6. Approve endorsement for Chroma Ate Europe BV. 7. Approve investment in Touch Cloud Co., Ltd. 8. Approve investment in Innovative Nanotech Inc. 9. Approve the credit limit of Taishin International Commercial Bank. 2017.11.02 1. Third quarter of 2017 financial report. 2. Second issuance of insecure convertible corporate bonds in the country in

  • 40 -

exchange for new shares, executive stock option and equity security for the corporation's capital increase. 3. Approve capital loans to Chroma Japan Corp. 4. Approve endorsement to Quantel Private Ltd. 5. Approve capital increase for Adivic Technology Co.,Ltd. 6. Adopted amendments to the "Regulations of the Payroll Compensation Committee Organization," "Integrity Code of Practice," and "Code of Practice for Corporate Governance." 7. It is advisable to pass the amendments to the "Board of Director Meeting Procedure" and "Organizational Rules of the Audit Committee" of the corporation. 2017.12.27 1. Implemented the audit report for ethical corporate management. 2. The corporation is responsible for insurance coverage of all directors. 3. Approve 2018 audit plan. 4. Revised the corporation's "internal control system", "Implementation Rules for Internal Auditing," and the "Code of Integrity Practice Rules". 5. Approve replacement and independent assessment of visa certified public accountants. 6. Approve capital loans of Chroma Systems Solutions, Inc. 7. Second issuance of insecure convertible corporate bonds in the country in exchange for new shares, executive stock option and equity security for the corporation's capital increase. 8. Approve bank credit limit case. 9. Approve Chroma Korea establishment of Korea Branch. 10. Approve investment in Taiwan Advanced Nanotech. 2018.02.22 1. The report of the corporation's external endorsement guarantee in 2017. 2. Report of assessment results that IFRS16 may affect. 3. Approve the annual remuneration of the directors and supervisors of the corporation and attending the board meeting attendance fee. 4. Approve the audit committee members in 2018 cum rewards and attended the audit committee meeting attendance fees. 5. Approve 2018 manager salary adjustment of the corporation 6. Approve 2017 corporation's issuance employee bonus of the corporation. 7. Approve 2017 business report and financial statement of the corporation. 8. Approve 2017 surplus allocation for the corporation. 9. Approve 2017 internal control system statement of the company. 10. Approve capital loans for Chroma Japan Corp. 11. Approve endorsement for the investment in mainland corporation's subsidiaries. 12. Approve amended articles of association of the corporation. 13. Approve 2018 operational plan of the corporation. 14. Approve scheduling of the 2018 annual shareholders' meeting and the issues raised by the shareholders.

(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.

(14) Any resignation or dismissal of the Corporation'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.

  • 41 -

4. Certified public accountant fees

  • (1) Payments to CPA, accounting firm and affiliated company 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 Audit period Notes
Deloitte & Touche I-Wen Wang Wen-Chi Kuo 2017.01.01~2017.09.30 In line with the needs of internal
adjustment of Deloitte &
Touche
Chen-Ming Lee Wen-Chi Kuo 2017.10.01~2017.12.31

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$

Professional charge
Fee range
Professional charge
Fee range
Accounting
charge
Non-accounting
charge
Total
1 Less than NT$2,000,000 1,627 1,627
2 NT$2,000,000(inclusive)to NT$4,000,000
3 NT$4,000,000(inclusive)to NT$6,000,000 5,940 5,940
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: Thousand NT$ Unit: Thousand NT$ Unit: Thousand NT$
Name of the
accounting
firm
Name of the
CPA (Note 1)
Accounting
charges
Non-accountingcharge Period of
CPA audit
Notes
System
design
Commercial
registration
Personnel
resources
Others
(Note 2)
Subtotal
Deloitte &
Touche
I-wen, Wang
Wen-chi,Kuo

4,670
1,050 1,050 2017.01.01~
2017.09.30
Chen-ming Li
Wen-chi,Kuo

1,270
577 577 2017.10.01~
2017.12.31

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: Paying for disbursement fees, Subsidiary Checks, Submissions, English Reports, Direct Deduction Checks, Taxation Interpretations, and IFRS 9 & 15 Consulting Fees.

  • (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.

  • 42 -

5. Replacement of accountants

(1) Information on the previous CPA

(1) Information on the previous CPA previous CPA previous CPA previous CPA previous CPA previous CPA
Date of replacement Approved bythe Board of Directors on December 27, 2017.
Cause and details of the
replacement
In order to meet the needs of the internal position adjustment of Deloitte &
Touche, it is proposed to change the visa accountants of the corporation from Yi-
Wen Wang Accountant and Wen-Chi kuo Accountant to Cheng-Ming Lee
Accountant and Wen-Chi Kuo Accountant since theyear of 2017.
Any details for the
termination or rejection of
the commissioner or CPA
Party
Status

CPA
Authorizer
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 Generallyaccepted accounting principles(GAAP)or activities
Disclosure of financial reports
Scope orprocedure of audits
Others
None
Details
Other items to be disclosed
(items to be disclosed as
prescribed by Article 10,
Subparagraph 6, Item 1-4
to 1-7)
Not applicable
(2)About the successor CPA
Name of the accountingform
Name of the CPA
Date of commission
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
reportprior to formal engagement
Successor CPA to former CPA
Written views on disagreements
Deloitte & Touche
Cheng- MingLee,Wen-Chi Kuo
Approved by the Board of Directors on
December 27,2017.
None.
None.

(3) Response of the former CPAs regarding Article 10, Subparagraph 6, Items 1 and 2-3 of these standards: None.

  1. Corporation's chairperson, General Manager, or any manager 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.

  2. 43 -

  3. Equity transfer or changes to equity pledge of directors, supervisors, managers, or shareholders holding more than 10% of Corporation shares in the most recent year to the publication date of this report

7. Equity transfer or changes to equity pledge of directors, supervisors, managers, or shareholders
holding more than 10% of Corporation shares in the most recent year to the publication date of this
report
7. Equity transfer or changes to equity pledge of directors, supervisors, managers, or shareholders
holding more than 10% of Corporation shares in the most recent year to the publication date of this
report
7. Equity transfer or changes to equity pledge of directors, supervisors, managers, or shareholders
holding more than 10% of Corporation shares in the most recent year to the publication date of this
report
7. Equity transfer or changes to equity pledge of directors, supervisors, managers, or shareholders
holding more than 10% of Corporation shares in the most recent year to the publication date of this
report
7. Equity transfer or changes to equity pledge of directors, supervisors, managers, or shareholders
holding more than 10% of Corporation shares in the most recent year to the publication date of this
report
7. Equity transfer or changes to equity pledge of directors, supervisors, managers, or shareholders
holding more than 10% of Corporation shares in the most recent year to the publication date of this
report
1. Changes to the equity of directors, supervisors, managers, and major shareholders
Title Name 2017 For the current year up to April 10, 2018
Additional
(reduction) of
ownership
Additional
(reduction) of
hypothecation
Additional
(reduction)
of ownership

Additional
(reduction) of
hypothecation
Chairman and General Manager Leo Huang (2,976,000)
0

0

0
Independent director Quincy Lin 0
0

0

0
Independent director Tsung-Ming Chung 0
0

0

0
Independent director Tai-Jen George Chen
(Note 1)
0
0

0

0
Director and General Manager of
Integrated Systems Division
I-shih Tseng 10,000
0

0

0
Director Tsun-I Wang 0
0

0

0
Director Chung-Ju Chang 0
0

0

0
Corporate Director Fer Mo Investment
Co., Ltd. (Note 2)
0
0

-

-
Corporate Director Chroma Investment
Corporation (Note 2)
0
0

-

-
Supervisor Chi-Jen Chou (Note 2) 0
0

-

-
Corporate Supervisor Kason Investment
Corporation (Note 2)
0
0

-

-
General Manager of the Test &
Measurement BU
David Yang 10,000
0

0

0
General Manager of the Business
Department
C.C. Ho (80,000)
0

0

0
Manager of the Intelligent
Manufacturing System BU
Joe Lin 9,800
0

(5,000)

0
General Manager, Semiconductor Test
Equipment BU
George Chang 43,000
0

20,000

0
Vice president, Finance & Administration
Center
Paul Ying (8,000)
0

0

0
Vice president, Advanced Technology
Research Center
Mark Fong (Note 3) (294,000)
0

-

-
Vice president, Corporate Manufacturing Steven Liu 8,000
0

0

0
Vice president of the Operation
Management Center
Benjamin Huang (7,000)
0

(12,000)

0
Vice president, R&D Department,
Semiconductor Test Equipment BU
Max Chang (15,000)
0

(20,000)

0
Vice president, Sales Department 1,
Integrated System Solution BU
Herbert Tsai (18,000)
0

0

0
Vice president, General Manager’s Office C.C. Fan (44,000)
0

(12,000)

0
Vice president, Planning Department,
Test & Measurement BU
Bobby Tseng (4,000)
0

(45,000)

0
Vice president, Greater China Area Sales
Department, Test & Measurement BU
Vincent Chen (14,000)
0

0

0
Vice president, Technical Service
Department, Test & Measurement BU
Tony Yang 6,000
0

0

0
Vice president, R&D Department, Test &
Measurement BU
Vincent Wu (13,000)
0

(10,000)

0
Vice president, R&D Department 1,
Integrated System Solution BU
Lance Ouyang (23,000)
0

0

0
Vice president, Sales Department 2,
Integrated System BU
Jeff Lee 17,000
0

0

0

Note 1: 2017.6.8 regular shareholders will re-election to a new office. Therefore, the changes in shareholdings from that date will be provided. Note 2: 2017.6.8 regular shareholders will resign from office, so provide changes in the shareholding up to that date. Note 3: 2018.1.1 was dismissed due to dismissal of the position, so the change in shareholding as of that date was provided.

  • 44 -

2. The relative affiliate of convertible equity for counterparty:

Name
(Note 1)
Reason
for
transfer
Date of
Transaction
Counterparty Relationship between trading
counterparties and corporations, directors,
supervisors and shareholders with
shareholding percentage exceeding 10%
Number
of shares
Transaction
price
Leo Huang Gift 2017.12.19 Shu-Chuan Chen Spouse 3,000,000 Not applicable

Note 1: Fill in the name of the corporation's directors, supervisors, managers and shareholders with shareholding percentage exceeding 10%.

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

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

Relationship information between the 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 affiliated, spouses,
or relatives within the
second degree of kinship.
(Note 2)

Title or name and
relationships of the 10
largest shareholders where
they are affiliated, 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
Name Relations
Leo Huang 20,443,897 4.94% 12,117,362 2.93% 0 0
Shu-Chuan
Chen
Spouse
Chun-sheng Chen 15,113,308 3.65% 11,074,646 2.67% 0 0
Yu-Mei
Hsueh
Spouse
FIDELITY SELECT
PORTFOLIOS:TECHNOLOGY
PORTFOLIO
12,638,644 3.05% 0 0 0 0
None.
None.
Shu-Chuan Chen 12,117,362 2.93% 20,443,897 4.94% 0 0
Leo Huang
Spouse
Yu-Mei Hsueh 11,074,646 2.67% 15,113,308 3.65% 0 0
Chun-sheng
Chen
Spouse
JPMorgan Chase Bank N.A.
Taipei Branch in custody for
Universities Superannuation
Scheme Limited
9,689,724 2.34% 0 0 0 0
None.
None.
JPMorgan Chase Bank N.A.,
Taipei Branch in custody for
Schroder International
Selection Fund-Asian
Absolute Return
9,363,000 2.26% 0 0 0 0
None.
None.
JPMorgan Chase Bank N.A.
Taipei Branch in custody for
Fidelity Central Investment
Portfolios LLC: Fidelity
Information Technology
Central Fund
9,091,018 2.20% 0 0 0 0
None.
None.
JPMorgan Chase Bank, N.A.,
Taipei Branch in Custody for
Nordea 1 Emerging Stars
Equity Fund
7,262,000 1.75% 0 0 0 0
None.
None.
VANGUARD EMERGING
MARKETS STOCK INDEX
FUND, A SERIES OF
VANGUARD INTERNATIONAL
EQUITY INDEX FUNDS
6,380,000 1.54% 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.

  • 45 -

  • Number of shares held and percentage of stake of investment in other corporations by the Corporation, the Corporation’s director, supervisor, managerial officer, or an entity directly or indirectly controlled by the Corporation, 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 corporations invested by this
Corporation (Note 1)
Investments by this
Corporation
Investments by the
Directors, Supervisors,
managers, and
corporations directly or
indirectly controlled by
this Corporation
Total investments
Number of
shares
Shareholding
percentage
(%)
Number of
shares
Shareholding
percentage
(%)
Number of
shares
Shareholding
percentage
(%)
NeworldElectronicsLtd. 64,013 100.0 0 0 64,013 100.0
ADLINK TechnologyInc. 24,502
11.3
0 0 24,502
11.3
ChromaNew MaterialCorp. 25,000 100.0 0 0 25,000 100.0
ChromaInvestment Co.,Ltd. 14,000 100.0 0 0 14,000 100.0
Dynascan Technology Corp. 9,841
27.3
4,841
13.4

14,682

40.7
SENSATIONAL HOLDINGLTD. 1,200 100.0 0 0 1,200 100.0
CHROMA ATE EUROPE BV 1
100.0
0 0 1
100.0
CHROMA ATE INC. 1,000 100.0 0 0 1,000 100.0
CHROMASYSTEMS SOLUTIONS,INC. (Note2) 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 Corp. 20,160 67.2
914

3.1

21,074

70.3
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
Chih Ho Shun Development Co.,Ltd. 1,750 35.0 0 0 1,750 35.0
Adivic TechnologyCo.,Ltd. 12,240 51.0 0 0 12,240 51.0
EVT TechnologyCo.,Ltd. 6,644
73.8
112
1.2

6,756
75.0
QUANTEL PRIVATE LTD. 1,914
60.0
0 0 1,914
60.0
Innovative Nanotech Inc. 7,000 89.3 0 0 7,000 89.3
Touch Cloud Co.,Ltd. 5,700 78.1
0
0 5,700 78.1
ADIVIC HOLDING CORPORATION 0 0 1,000 100.0 1,000 100.0
Wei Da 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
Quantel Technologies India Private Ltd. 0 0 65 100.0 65 100.0
Quantel Global Vietnam Co.,Ltd.(Note 3) 0 0 US200 100.0 US200 100.0
Chroma GermanyGmbH 0 0 30 100.0 30 100.0
Sajet System Technology (Suzhou) Co., Ltd.
(Note 3)

0

0

US1,200

100.0

US1,200

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 Automation (Nanjin) Co., Ltd.
(Note 3)

0

0

US1,338

100.0

US1,338

100.0
Wei Kuang Automation (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's corporation has unissued shares, thus, only sum and the ratio of capital contribution are listed here.

  • 46 -

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 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 than
cash
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 reserve:
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 reserve:
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 reserve:
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 reserve:
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 reserve:
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
None. Note 16
  • 47 -
warrants: NT$ 12,760,000
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
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$ 40,000
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 convertedfromstock
None. Notes 22
and 23
  • 48 -
warrants: NT$ 9,350,000
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
2017.05 10 450,000
4,500,000

405,090
4,050,904
Stocks converted from convertible
corporate bonds: NT$ 149,580,000
Stocks converted from stock
warrants: NT$ 2,450,000

None.
Notes 22
and 23
2017.06 10 450,000
4,500,000

405,275
4,052,754 New restricted employee equities:
NT$1,850,000
None. Note 24
2017.07 10 450,000
4,500,000

405,263
4,052,631 Write-off limit employee rights
newsharesNT$120,000
None. Note 24
2017.08 10 450,000
4,500,000

408,051
4,080,513
Stocks converted from convertible
corporate bonds: NT$ 27,220,000
Stocks converted from stock
warrants: NT$ 670,000
None. Notes 22
and 23
2017.11 10 450,000
4,500,000

409,410
4,094,101
Stocks converted from convertible
corporate bonds: NT$ 4,300,000
Stocks converted from stock
warrants:NT$ 9,290,000
None. Notes 22
and 23
2018.01 10 450,000
4,500,000

411,894
4,118,942
Stocks converted from convertible
corporate bonds: NT$ 20,420,000
Stocks converted from stock
warrants: NT$ 4,430,000
None. Notes 22
and 23
2018.04 10 450,000
4,500,000

414,079
4,140,791
Stocks converted from convertible
corporate bonds: NT$ 220,000
Stocks converted from stock
warrants:NT$21,630,000
None. Note 25

Note 1. Approved by the Securities and Exchange Commission, Ministry of Finance per letter Ref. No. (85) Taiwan-Finance-Securities (I) 41514 of July 8, 1996 Note 2. Approved by the Securities and Exchange Commission, Ministry of Finance per letter Ref. No. (86) Taiwan-Finance-Securities (I) 45915 of June 25, 1997

Note 3. Approved by the Securities and Exchange Commission, Ministry of Finance per letter Ref. No. (87) Taiwan-Finance-Securities (I) 46094 of June 8, 1998

Note 4. Approved by the Securities and Exchange Commission, Ministry of Finance per letter Ref. No. (88) Taiwan-Finance-Securities (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-Finance-Securities (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-Finance-Securities (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-Finance-Securities (I) 143348 of July 16, 2001; Taiwan-Finance-Securities (I) 0910132478 of June 14, 2002; and Taiwan-Finance-Securities (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-Securities-Corporate-0980027677 of June 5, 2009.

Note 20. Approved by the Financial Supervisory Commission, Executive Yuan per letter Ref. No. Financial-Supervisory-Securities-Corporate-0990029749 of June 9, 2010.

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

Note 22. Approved by the Financial Supervisory Commission per letter Ref. No. Financial-Supervisory-Securities-Corporate-1030012130 of April 17, 2014. Note 23. Approved by the Financial Supervisory Commission per letter Ref. No. Financial-Supervisory-Securities-Corporate-1010042558 of September 17, 2012. Note 24. Approved by the Financial Supervisory Commission per letter Ref. No. Financial-Supervisory-Securities-Corporate-1050024281 of June 27, 2016. Note 25. Approved by the Financial Supervisory Commission per letter Ref. No. Financial-Supervisory-Securities-Corporate-1030012130 of April 17, 2014, 1010042558 of September 17, 2012, 1040036382 of September 7, 2015. (Changes to capital sum not yet implemented)

  • 49 -

Unit: Shares April 10, 2018

Unit: Shares April 10,2018
Category of shares Authorized stock Notes

Outstanding shares
(listed)
Unissued shares
Total
Common shares 414,079,105 35,920,895 450,000,000 30,000,000 shares were
reserved for employee purchase
of stock warrants.

Information on the shelf registration system: None.

(2) Shareholder structure

(2) Shareholder structure (2) Shareholder structure
April 10,2018
Shareholder structure
Quantity

Government
agencies
Financial
institutions
Other
artificial
persons
Individuals Overseas
institutions
and individuals
Total
Number of individuals 5 97 48 9,375 502 10,027
Shares held 4,549,000 29,927,492 17,487,486 101,578,123 260,537,004 414,079,105
Shareholding percentage 1.10% 7.23% 4.22% 24.53% 62.92% 100.00%

(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 10,2018
Shareholdingrange Number of shareholders Shares held Shareholding percentage
1 to 999 4,302
798,843

0.19%
1,000 to 5,000 4,142
7,648,196

1.85%
5,001 to 10,000 519
3,962,426

0.96%
10,001 to 15,000 218
2,694,695

0.65%
15,001 to 20,000 97
1,757,696

0.42%
20,001 to 30,000 115
2,873,607

0.69%
30,001 to 50,000 113 4,532,277 1.10%
50,001 to 100,000 133
9,988,946

2.41%
100,001 to 200,000 118
17,355,019

4.19%
200,001 to 400,000 106
31,202,689

7.54%
400,001 to 600,000 31
15,250,445

3.68%
600,001 to 800,000 35
24,698,784

5.97%
800,001 to 1,000,000 12
10,610,207

2.56%
1,000,001 or more 86
280,705,275

67.79%
Total 10,027 414,079,105 100.00%
  1. Preferred shares: None.

  2. 50 -

(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:

(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:
(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:
(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 10,2018
Shares
Name of major shareholder
Shares held Shareholding
percentage
Leo Huang 20,443,897 4.94%
Chun-sheng Chen 15,113,308 3.65%
FIDELITY SELECT PORTFOLIOS:TECHNOLOGY PORTFOLIO 12,638,644 3.05%
Shu-Chuan Chen 12,117,362 2.93%
Yu-Mei Hsueh 11,074,646 2.67%
JPMorgan Chase Bank N.A. Taipei Branch in custody for Universities
Superannuation Scheme Limited

9,689,724
2.34%
JPMorgan Chase Bank N.A., Taipei Branch in custody for Schroder
International Selection Fund-Asian Absolute Return

9,363,000
2.26%
JPMorgan Chase Bank N.A. Taipei Branch in custody for Fidelity Central
Investment Portfolios LLC: FidelityInformation TechnologyCentral Fund

9,091,018
2.20%
JPMorgan Chase Bank, N.A., Taipei Branch in Custody for Nordea 1 Emerging
Stars EquityFund

7,262,000
1.75%
VANGUARD EMERGING MARKETS STOCK INDEX FUND, A SERIES OF
VANGUARD INTERNATIONAL EQUITY INDEX FUNDS

6,380,000
1.54%
  • 51 -

(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
2016
2017 From current year to
March 31,2018
Market price
(Note 1)
Maximum 90.80 188.00 186.00
Minimum 58.40 75.40 140.00
Average 78.08 121.12 166.06
Net asset value
per share
(NAVPS)
Before issuance 27.23 32.12 -
After issuance 23.86 - -
Earnings per share
(EPS)
Weighted average 379,930,027 399,051,822 -
Earnings per share (EPS) 4.53 6.41 -
Dividend per share
(DPS)
Cash dividend 3.3 4.5(Note 5) -
Free
Allotment
Surplus allotment - - -
Capital reserve
allotment
- - -
Cumulative unpaid dividends - - -
Return on
investment
Remuneration
Analysis
Price-to-earning (P/E) ratio
(Note 2)
17.24 18.90 -
Price-to-dividend (P/D) ratio
(Note 3)
23.66 26.92 -
Cash dividendyield(Note 4) 4.23 3.72 -

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 2017 shall be finalized according to the resolutions of the annual shareholders’ meeting of 2018.

  • (6) Dividend policy of the Corporation 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. Where such legal reserve amounts to the total authorized capital, this provision shall not apply. 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 Corporation has no surplus.

Where this Corporation 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 pay-out shall be implemented according to the business condition of this Corporation and consider both future capital budgets and capital requirements of future development plans of this Corporation as well as the shareholders’ interests. The Board of Directors shall formulate the category and sum of dividend pay-out which shall, by principle, be no less than 60% of the net income after tax (NIAT) of the year. Dividend

  • 52 -

pay-out ratios of the corporation were 70% and 73% for the 2017 and 2016 respectively. Since this Corporation is still in the growing phase, capital requirements of future development plans of this Corporation 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 pay-out plans proposed during the most recent shareholder's meeting

  2. Surplus distribution plans 2017 for this Corporation was reviewed by the Board of

  3. Directors on February 22, 2018 to propose a shareholder cash bonus of NT$ 4.5 dollars per share. This proposal was passed in the 2018 shareholder's meeting and distributed accordingly.

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 pay-out 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 Corporation'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 corporation 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) According to provisions of the corporation's articles of association as well as past experience on the sum that may be distributed, in 2017, the sum for the employees’ compensation and the directors’ and supervisors’ compensation amounted to NT$ 310,000,000 and NT$ 9,600,000 respectively, making up for 9.73% and 0.35% of net income before taxes (deduct the employees’, the directors’ and supervisors’ compensation) thus, 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,
  • 53 -

and disposition of the discrepancy shall be disclosed:

On February 21, 2018, the Board of Directors of the corporation has approved cash distributions of NT$ 310,000,000 and NT$ 9,600,000 for employees’ compensation and the directors’ and supervisors’ compensation respectively. There was no discrepancy with the recognized expenses 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.
  1. Previous year's 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: 2016 actual cash bonus from the corporation is NT$ 300,000,000 for employees

and NT$ 8,000,000 for directors and supervisors, no discrepancy between the actual sum distributed and the recognized sum.

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

  • 54 -

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 NT$ 100,000
Place of issuance and transaction
(Note 1)
Taiwan
Issuing price Issued at par value
Sum 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 Corporation, or refer to Article 19 to exercise the right to put
the bond, or refer to Article 18 and request this Corporation to
redeem the bond before expiration, or buy back cancelled 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$100,500,000(as of April 10, 2018)
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 Corporation
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 April 10, 2018, creditors have requested
the conversion of corporate bonds into 28,181,841 common
shares of the corporation.
Regulations for distribution
and conversion
Please refer to the regulations governing the issuance and
conversion of the second unsecured convertible corporate bonds
of this Corporation.
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 Corporation’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 Corporation’s operation
privileges and earnings per share (EPS).
Name of commissioned custodian
of exchangeable underlying
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.

  • 55 -

(2) Information of the convertible corporate bonds

Type of corporate bond Second issuance of unsecured convertible corporate bonds in
Taiwan
Second issuance of unsecured convertible corporate bonds in
Taiwan
Second issuance of unsecured convertible corporate bonds in
Taiwan
Year
Item
2016 2017 From this year to
April 10,2018
Market price of the
convertible corporate
bond
Maximum 129.50 265.00 282.00
Minimum 104.00 113.80 255.00
Average 119.54 136.10 267.41
Conversionprice 69.3~67.2 67.2~64.9 64.9
Conversion price at the date of issuance
(placement)and duringissuance
2014.05.23
NT$74.2
Method for exercising conversion
obligations
Issuance of new shares
  1. Preferred shares: None.

  2. Overseas depositary receipt: None.

  3. Operations of evidence of executive stock option

  4. (1) Status of employee stock warrants of the Corporation that have yet to mature

April 10,2018
Category of employee stock warrant Employee stock warrant for
2012
Employee stock warrant for
2015
Date of effective registration September 17,2012 September 7,2015
Issuance Date July8,2013 March 25,2016
Quantityissued 6,000,000 units 7,900,000 units
Ratio of subscription shares to total
issued and outstandingshares(%)
1.4567 1.9180
Warrant exerciseperiod 6 Years 6 Years
Method for exercisingthe warrant Issuance of new shares Issuance of new shares
Restrictions on the warrant exercise
period and exercise ratio (%)
Exercise period and ratio that Exercise period and ratio that

may be exercised
2 years 40%
3 years 70%
4years 100%

may be exercised
2 years 40%
3 years 70%
4years 100%
Number of shares already obtained
through exercise of warrant rights
3,942,400 shares 1,922,300 shares
Total value of shares already obtained
through exercise of warrant rights
NT$189,573,550 NT$121,873,820
Cumulative expired subscriptions 384,800 shares 350,000 shares
Number of unsubscribed shares 1,672,800 shares 5,627,700 shares
Subscription price per share of the
unsubscribed shares
NT$ 46.7 NT$ 63.4
Proportion of unsubscribed shares
Ratio of issued shares(%)
0.4061 1.3663
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 equity would 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 equity would be
limited.
  • 56 -

  • (2) Names, acquisition, and subscription of managers 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

publication of the prospectus publication of the prospectus publication of the prospectus publication of the prospectus
April 10,2018
Title
(Note 1)
Name Stock
subscriptions
obtained
(thousand
shares)
(Note 2)
Proportion of
subscribed
shares
acquired of
total issued
and
outstanding
shares (%)
(Note 4)
Implemented Notyet implemented
Number of
subscribed
shares
(thousand
shares)
Price of
subscribed
shares
(NT$)
(Note 5)
Total value
of
subscribed
shares
(thousand
NT$)
Proportion of
the quantity of
subscribed
shares of total
issued and
outstanding
shares (%)
(Note 4)
Quantity of
unsubscribed
shares
(thousand
shares)

Price of
unsubscribed
shares (NT$)
(Note 6)

Total value
of
unsubscribed
shares
(thousand
NT$)

Proportion of
the quantity of
unsubscribed
shares of total
issued and
outstanding
shares (%)
(Note 4)
Managers General Manager Leo Huang 1,350 0.3278 350 46.7~
49.9
16,892 0.0850 1,000 46.7 46,700 0.2428
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
(Note 7)
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 Chin-Fu Huang 993 0.2411 473 46.7~
63.4
24,369 0.1148 520 46.7~
63.4
31,298 0.1262
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 managers 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 16, 2018 indicated 411,894,236 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. Note 7: Retired on 2018.3.31.

  • 57 -

6. Operations of restricted employee shares

(1) Implementation of new restricted employee shares

April 10, 2018

April 10, 2018
New restricted employee
equities and categories
1st issuance of new restricted employee
shares of 2016
2nd issuance of new restricted employee
shares of 2016
Date of effective registration June 27,2016 June 27,2016
First issued July 8, 2016 June 20, 2017
Number of Restricted
employee shares Issued
3,100,000 shares 185,000 shares
Price at issuance NT$10 NT$10
Proportion of new restricted
employee equities issued as
part of total equities that
have been issued(%)
0.7526 0.0449
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 fulfil
overall financial performance of this
Corporation and personal performance
assessment indicators. The proportion of
shares that may be issued according to
the fulfilment 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%
4years: 40%














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 fulfil overall
financial performance of this Corporation
and personal performance assessment
indicators. The proportion of shares that
may be issued according to the fulfilment
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%
4years: 40%
Restrictions and privileges for
receiving new restricted
employee equities

1. An employee may not sell, pledge,
transfer, and provide as a gift to other
party, set up or using other means to
dispose the new restricted employee
shares.
2. New restricted employee shares may
partake in dividend pay-outs and cash
capital increase subscriptions. Dividend
pay-out that may be acquired is not
subject to vesting period restrictions.
Dividend pay-out 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 fulfil
vesting
conditions,
attendance,
proposal,speech,votingrights,and
















1. An employee may not sell, pledge,
transfer, and provide as a gift to other
party, set up or using other means to
dispose the new restricted employee
shares.
2. New restricted employee shares may
partake in dividend pay-outs and cash
capital increase subscriptions. Dividend
pay-out that may be acquired is not
subject to vesting period restrictions.
Dividend pay-out 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 fulfil
vesting
conditions,
attendance,
proposal,speech,votingrights,and
  • 58 -
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.




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.





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.





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
66,300 shares 0
Quantity of new restricted
equities that were
extinguished
297,700 shares 0
Quantity of new restricted
equities notyet extinguished
2,736,000 shares 185,000 shares
Ratio of Restricted rights
shares to total Issued shares
0.6642 0.0449
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, and will
not significantly affect the stockholders'
equity.








According to the period and ratio of
vesting conditions listed in the Issuance
Methods, the overall assessment of the
corporation's earnings per share from
year 2017 to 2021 is still limited, which
will not have a significant impact on
stakeholders' equity.
  • 59 -

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

April 10,2018 April 10,2018 April 10,2018 April 10,2018 April 10,2018 April 10,2018 April 10,2018 April 10,2018
Title (note 1) Name
(Note 1)
New
restricted
employee
shares
acquired
(thousan
d shares)

Proportion
of new
restricted
employee
equities
issued as
part of total
equities
that have
been issued
(%) (Note 3)
Restricted equities that were extinguished Restricted equities notyet extinguished
Quantity
of shares
that were
no longer
restricted
(thousand
shares)

Publisher
Price
(NT$)
Publisher
Sum
(thousand
dollars)
Proportion
of shares
that were
no longer
restricted as
part of total
equities that
have been
issued (%)
(Note 3)
Quantity
of shares
that have
remained
restricted
Number of
shares
(thousand
shares)
Publisher
Price
(NT$)
Publisher
Sum
(thousand
dollars)

Proportion
of shares
still
restricted
as part of
total
equities
that have
been
issued (%)
(Note 3)
Managers General
Manager
Leo Huang 1,340
0.3253

133

10

1,328

0.0322

1,152

10

11,520

0.2797
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
(Note 4)
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
0.1262

50

10

496

0.0120

468

10

4,680

0.1136
Employee Amy 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 managers 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) (Change registry information at the MOEA on January 16, 2018 indicated 411,894,236 shares) Note 4: Retired on 2018.3.31.

  • 60 -

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

  • Implementation of capital application of funds

  • (1) Contents of the plan

    • Where various issuance or private placement of securities have yet to be completed, or have been completed in the 3 most recent 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: 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$
Item
~~E~~xpected
~~d~~ate of
ompletion
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
Constructi
on factory
buildings
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 Corporation. Expected increase in production volume, value, profitability, and net operating profit are provided in the following:

Unit: Unit,set;thousand NT$ Unit: Unit,set;thousand NT$ Unit: Unit,set;thousand NT$ Unit: Unit,set;thousand NT$ Unit: Unit,set;thousand NT$ Unit: Unit,set;thousand NT$
Year
2017
2018
2019
2020
2021
Item Production
volume

Sales
volume
Sales value Gross profit Net operating
profit
Precision electronic
measurement instrument
515
515

1,010,000

555,500

202,000
Integrated automatic
measurement systems
20
20

600,000

240,000

90,000
Precision electronic
measurement instrument
725
725

1,371,000

740,340

274,200
Integrated automatic
measurement systems
25
25

1,000,000

390,000

150,000
Precision electronic
measurement instrument
905
905

1,622,500

859,925

324,500
Integrated automatic
measurement systems
28
28

1,120,000

442,400

168,000
Precision electronic
measurement instrument
1,080
1,080

1,804,500

956,385

360,900
Integrated automatic
measurement systems
35
35

1,550,000

596,750

232,500
Precision electronic
measurement instrument
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
  • 61 -

(2) Status of implementation

Unit: Thousand NT$

Unit: Thousand NT$
Project items Status of implementation The season
of the first
quarter of
2018
until 2018
Quarter 1
Progress is ahead of schedule or
behind schedule, and
improvement plans
Construction
factory
buildings
Expenses Expected 2,180,372 Due to the delay of land
requisition by the government,
the land will be transferred by
stages after negotiated in the
third quarter of 2015. The
factory began the construction
afterwards. At present, it has
passed the application for
construction, and in the first
quarter
of
2018,
the
corporation
paid
for
the
construction
project,
the
fourth phase of the project
supervision, the first to third
phase of the electrical and
mechanical engineering, the
application fee for the green
building mark, and green
building consultant fee, etc.
The
corporation's
factory
building is expected to be
completed in 2019. Although
the progress falls behind, the
construction of the factory
building is still going according
to
plan
and
no
serious
complications for now.
Actual 179,850 613,688
Progress Expected 100.00%
Actual 8.24% 28.14%
Total Expenses Expected 2,180,372
Actual 179,850 613,688
Progress Expected 100.00%
Actual 8.24% 28.14%

The second issuance of the domestic non-guaranteed convertible corporate bond plan for the construction of the factory was delayed due to land requisition by the Ministry of the Interior. After negotiation, the land was transferred to the phased point and the plant construction plan was started in the third quarter of 2015. In the first quarter of 2018, the corporation paid for the construction project, the fourth period of construction supervision, the first to third period of the electromechanical engineering, the application fee for the green building mark, and the green building consultant payment, etc. NTD.613, 688,000, the cumulative progress of the implementation of funds was 28.14%.

(3) Gap analysis for expected and actual benefits

Due to delays in the land requisition by the Ministry of Interior, after negotiations, the land will be transferred by stages. As of the end of 2018 Quarter 1, the construction progress of the factory has now obtained the license issued by the competent authority, and construction of the license has started. Therefore, the actual funds are used and the reason for the delay in the benefits compared with the scheduled benefits is still reasonable.

  • 62 -

V. Operation summary

1. Business content

  • (1) Scope of business

  • Major contents of the businesses engaged in

The corporation and its subsidiaries are principally engaged in the design, assembly, manufacture, sale, repair and maintenance of computers and peripheral hardware and software, automation test systems, electronic test equipment, signal generators, power supplies and communication power supply equipment. , corrections and agency, special materials trading, automation transportation engineering equipment design, manufacturing and installation. Current production lines include: 1. Measurement instruments and equipment; 2. Special materials; 3. Automatic conveying and engineering equipment.

  1. Proportion of each business Consolidated revenue:
Unit: Thousand NT$ Unit: Thousand NT$ Unit: Thousand NT$ Unit: Thousand NT$
Year
Product category
2016 2017
Sum Proportion of
revenue(%)
Sum Proportion of
revenue(%)
Measurement
instrument and
equipment
8,587,377 73.87 9,872,816 66.25
Special materials 2,269,057 19.52 2,054,568 13.79
Automatic conveying
and engineering
equipment
382,288 3.29 2,538,348 17.03
Others 385,647 3.32 435,614 2.93
Total net operating
revenue
11,624,369 100.00 14,901,346 100.00
  1. Current products of the Corporation

  2. 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. Automatic testing system for power supplies

    7. High voltage DC power supplies

    8. Computer Graphical User Interface

  3. Video and color testing solution

    1. Video signal image generator

    2. Color analyzer

    3. Video colorimeter and brightness meter

    4. Video source imaging goniometer

    5. Two-axis goniometer

    6. Display testing solution

    7. LED screen correction system

    8. Illuminated keyboard testing

  4. Passive components testing solutions

  5. 63 -

  6. LCR meter / automatic testing system for transformers

  7. Electrolytic capacitor tester

  8. High frequency AC tester

  9. Milliohm meter

  10. Component Test Scanner

  11. Passive Component ATS

  12. Microchip inductor production testing

  13. HIOKI (TOA-DKK)

  14. Flat panel display testing solutions

  15. Flat panel display tester

  16. OLED test system

  17. Display testing solution

  18. 8K SHV testing solution

  19. Electrical regulatory testing solution

  20. Multi-purpose electrical safety analyzer

  21. High potential tester

  22. Ground bond tester

  23. Electrical safety test scanner

  24. Impulse tester

  25. Calibrator

  26. Automatic testing system (ATS)

  27. Motor testing

  28. Semiconductor / IC testing solutions

  29. VLSI test system

  30. SoC test system

  31. IC test handler

  32. LED / illumination & driver test solutions

  33. LED total power test system

  34. ESD test system

  35. LED power source testing solution

  36. Photovoltaic (PV) / inverter testing and automation solutions

  37. Inspection System

  38. Automatic loading / unloading system

  39. C-Si PV cell tester

  40. Automatic optical testing system

  41. Thermoelectric cooling chip controller

  42. Temperature recorder

  43. Hybrid PV inverter test solution

  44. Battery test and automation solution

  45. Battery pack / module test solution

  46. Battery testing and formation system

  47. Cell voltage and temperature measurement

  48. Electrical safety test solution

  49. Battery pack manufacture test solution

  50. Electric vehicle test solution

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

  52. 2.Battery test system

  53. 3.DC power source

  54. 4.AC power source

  55. 64 -

  56. 5.Electronic load

  57. 6.Motor test

  58. 7.Automatic transformer test system / automatic component analyser

  59. Automated optical inspection solution

  60. 1.Optical profiler

  61. 2.Solar cell AOI system

  62. 3.Automatic optical testing system

  63. 4.LCD / display AOI system

  64. Photonics Test Solutions

  65. 1.Chip level testing

  66. 2.Packaging level testing

  67. Smart manufacturing system solutions

  68. Manufacturing execution system (MES) solution

  69. -Turnkey measurement and automated solutions

  70. Production line automation assembly and testing

  71. -PXI measurement and test solution

  72. General PXI equipment

  73. PXI semiconductor / IC test system

  74. PXI LED test system

  75. -RF and wireless measurement and test solutions

  76. Wireless test solutions

  77. RF recorder / player

  78. GPS signal simulator

  79. Other solutions and services

  80. Electric vehicle powertrain solution

  81. General purpose test equipment

  82. New products under development

  83. Next generation high power/high speed Solar Array Simulator

  84. Next generation high power density and constant power DC Source

  85. Next generation bi-direction DC cross-cutting module platform

  86. Next generation high power Energy Recycling AC Load Simulator

  87. Ultra-high precision coulombic efficiency measurement system

  88. High bandwidth hybrid type recycling Linear Load

  89. Next generation 10K5K flat panel display tester

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

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

  92. Next Generation Super Capacitor Automatic Burn-in System

  93. High speed and high current Insulation Tester with partial discharge measurement function.

  94. Semiconductor advanced packaging optical metrology system

  95. (2) State of the industry

  96. Current state and development of the industry

  97. A. Instruments business

  98. Information and electronic technology continues to develop, and its application area continues to expand, from home appliances to the internet, bicycle navigation, electric vehicles to smart driving and even unmanned vehicles. The financial industry transferred money from ATM to Internet to mobile payment, to the issuance of virtual currency, face identification from fingerprint recognition to 3D sensing, many

  99. 65 -

applications thrived, resulting in a shortage of raw materials. The industry has accelerated the investment in new product replacement equipment, which has led to an increase in demand for instrumentation and automation equipment. In particular, integrated automation equipment is a tool for the manufacturing industry to decrease Labor costs and increase efficiency, boosting the willingness of manufacturers to expand, and the instrument industry following this development trend has introduced test automation to help the industry improve test efficiency and test reliability. It is also hopes that product upgrades will drive the demand for manufacturing equipment upgrades and create a new high in 2017 for the instrument and automation industry.

  • Power electronics testing solution

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

  • Mobile communications, mobile power, mobile charging and battery industries are all booming. Also, for the LED industry, solar photovoltaic and automotive electronics, power supplies are of critical components for them, leading to emergence demand for related power supply test equipment. Power supply test equipment provided by this Corporation and its subsidiaries could be used for PC / servo / Telecom power sources, rechargers, backlight inverter, LED lighting, photovoltaic, and electric vehicle rechargers. In response to the increasingly ubiquitous automation of manufacturing, this Corporation also independently developed automatic testing systems for power supply as well as a software platform with powerful functions. These solutions were in-built with common test items and can be employed to create production lines with competitive advantages. Due to the fact that the product is widely used, it is able to maintain a stable development in the manufacturing lines.

  • Video and color testing solutions

  • As Japan's NHK began testing its Super 8K (Super-Hi Vision) ultra-high-definition resolution video in August 2016, the display area will officially enter the 8K era in the 2020 Tokyo Olympics. The video and color test solution must be launched by the panel industry to meet the needs of the 8K SHV resolution (7680x4320 / 8192 x 4320). At the same time, a modular architecture design must be adopted to flexibly collaborate with different signals or power modules to freely combine the required test conditions. The flexibility is high and the scalability is strong. It supports a variety of mainstream industry communication interfaces to cope with the development of the industry.

  • Passive Component Test Solution

  • After many years of consolidation and conservative expansion, the passive component industry has experienced severe supply shortages as demand has increased, prompting manufacturers to accelerate capacity expansion, reduce labor costs, human errors, and improve data management, quality, and efficiency. Therefore, it provides a new automated test technology for passive components and safety test. It consolidates multiple test machines into one, such as the 11022 LCR Meter dual-frequency test function. For electrolytic capacitors and plastic film capacitors, a single unit can complete different frequency measurements. Reduce test stations. The automatic component testing system provides multi-step and multi-channel test programs to meet diverse test applications.

  • Semiconductor / IC testing solutions

  • 66 -

Semiconductor products are the locomotives of the telecommunications industry. As a result, China has been developing the semiconductors industry in recent years. The demand for semiconductor-related test equipment in the Chinese market has increased significantly, and with the expansion of semiconductor applications in recent years, the demand for semiconductor equipment has greatly increased. Therefore, a variety of test programs are available in order to carry out the parallel tests that will be increasing the amount of output per unit of time and this is a test equipment manufacturer's R&D trend. Therefore, the customized test equipment can directly meet the needs of replacing expensive general-purpose testers to achieve the goal of low cost.

  • Battery Test & Automation Solution

  • When air pollution seriously harms life, how to reduce waste has become an important issue for urban development. In order to solve the air pollution problem, China has developed the electric vehicle industry on a large scale in recent years. With the support of national policies for electric vehicles, the market demand for power batteries are in huge increase, but related accidents are also common, so the issue of battery safety will become even more important. The corporation has long been committed to the field of new energy, and continues to work hard for testing automation and efficiency of the battery industry to provide customers with battery cells, modules, and batteries. Group and battery system performance, environmental reliability and security test testing and certification services. The key factor in the evolution of electric vehicles depends on the advancement of battery function. Battery reliability became increasingly important, the quality and stability of the batteries not only affects the range of electric vehicles, but also their safety, thus battery automation testing is an important part of the current development for electric vehicles.

  • Solar Photoelectric Test Solution

  • The solar energy industry has been affected by EU anti-dumping duties in the EU in recent years. The development has been unsatisfactory. However, in 2017, China actively developed green energy policies, promoted solar power generation, and the solar energy industry expanded its factory response. As a result, the demand for solar automation equipment increased significantly. The corporation and its subsidiaries in response to the development of trends, the efficiency lar automated test equipment has been continuously improved to respond to this development.

  • B. Special materials

  • In recent years, the technical problems with copper wire encapsulation have gradually been overcome and improved, and the downstream package manufacturers have accelerated the introduction and attestation of copper wire packages. Most of the packaging wire materials have been replaced by copper wires instead of gold wires. The subsidiary corporation, Chroma New Material Corp. will combine the technical services from Japan's NIPPON MICROMETAL CORPORATION to enhance the value-added of its products in order to consolidate the market share of the high-tech threshold packaging products in the Taiwan market.

  • Correlation with upstream, midstream, and downstream sections of the industry

  • A. Measurement instrument and equipment

  • Such products would be part of the test instrument 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

  • 67 -

Corporation and its subsidiaries, and the final products are then marketed and sold to customers under this Corporation’s brand name. This Corporation and its subsidiaries offer an extensive selection of solutions for product testing and validation purposes to customers from many fields such as video surveillance, passive components., LCD modules, LED, semiconductor, photovoltaic (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

    • The main products in special materials business are gold wires, copper wires, leadfree solder balls, bonding wires of gold wire and copper wires for semiconductor packaging and wire bonding, the primary business engaged by subsidiary corporation, Chroma New Materials Corp., is special materials trading industry, and the downstream industry would be IC packaging industry.
  • C. Automatic conveying and engineering equipment

    • With the combination of metrology equipment, automation systems, and MES software capabilities to provide customers with automation solutions (Turnkey Solution). The various main products of MAX Automation Corp., a subsidiary corporation, are photovoltaic (PV) automated production and system integration, TFT-LCD automated production and system integration, and cleanroom equipment planning and system integration.
  • Development trends and competition for various products

  • A. Development trends of various products

    • (A) Instruments business

      • Power electronics testing industry

The following describes product development trends for 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 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 the testing of 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 requirement for DC power supply with DC/DC converter input, helping to reduce testing costs.

  • High potential, high frequency testing technology and low parasitic

  • 68 -

capacitance testing jigs for LCD Inverter testing are capable of greatly improving testing speed and stability.

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

  • Video testing

  • The display industry continues to develop with high resolution. With the NHK's 8K (Super-Hi Vision) ultra-high-definition video broadcasting test started in August 2016, the display area will officially enter the 8K era in the 2020 Tokyo Olympics. Therefore, the display's resolution and interactive functions are important, and thus rely on test equipment to provide quality assurance. Product development trend adopt modular architecture design, match different signal or power module, freely combine required test conditions, high elasticity, strong expandability, support multiple mainstream industry communication interfaces, provide panel industry and display industry 8K ultra high definition resolution (7680x4320/8192x4320) to fulfill he need for testing solutions to meet the needs of today's and future video-industry applications.

  • Passive components testing

  • 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 upon high efficiency and precision levels. The following describes the trends for 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 fulfil their testing requirements, as well as provision of comprehensive technical support.

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

  • Electric vehicle / battery test equipment

  • The most important components of mobile devices and electric vehicles are battery modules. The reliability of battery modules is related to safety issues. Therefore, battery reliability testing is very important, and battery production is extremely energy-consuming. Therefore, it provides energy-saving, highefficiency, and high-efficiency. The stability and safety of automated instrument products have become an important trend in the development of the instrument industry.

  • Semiconductor / IC testing solutions

  • Since the manufacturing industry began to develop the trend of intelligent manufacturing of Industry 4.0, the combination of integrated test equipment and automation has become a challenge for the instrument industry. The corporation and its subsidiaries have actively integrated electronics, motors, machinery, and software in order to respond to the development of trends. Integrated technologies in various fields such as information and communications provide comprehensive test solutions for different semiconductor products in

  • 69 -

production and process. 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.

  • Photonics Test Solutions

    • Since Apple Computer released the facial recognition function into the IPhone X, it has shocked the scientific community. Its key laser diode has become an important element for 3D sensing and has recently been widely used, especially in face recognition. In the field of unmanned vehicles and current optical communications, as the demand for laser diodes increases, the quality and reliability of laser diodes are relatively focused. Therefore, the demand for various related test instruments is in the ascendant. The photonics test solution mainly includes a laser diode chip section and an optical communication active component packaging section.
  • (B) Special materials

The following lists major development trends in IC packaging wire materials and technologies in response to 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 of the final product.

        - Bonding capability and precision of wire bonding process in response to ever decreasing 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 Corporation and its subsidiaries to achieve leading positions in various product technologies. However, as new products were constantly released, this Corporation must also improve its R&D technologies for its instruments and products to maintain certain advantages for these products. However, many electronic industries had moved their bases overseas and there was an increasingly severe issue of counterfeiting in the 3rd district. Products of this Corporation and its subsidiaries became subject to price competitions from these counterfeit goods. To maintain competitive advantages, this Corporation 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 high levels of competitive advantages.
  • (3) Technologies and recent R&D efforts

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

Unit: Thousand NT$
Item/ year 2016 2017
R&D expenses 1,034,541 1,212,383
Net operatingrevenue 11,624,369 14,901,346
Proportion of R&D expenses of
net operatingrevenue
9% 8%
  • 70 -

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 LED die tester

◎63200A/63200E high power DC electronic load

◎58158 high speed LED luminaires in-line test system

◎61509/61609 programmable AC power source

◎58212-C LED mapping probe tester

◎63200 digital power meter

◎58690/58691 TO-CAN laser diode burn-in test system model

◎7925 TO-CAN package inspection system

◎7940 water inspection system

◎8000 electric vehicle AC charging compatibility ATS

◎8700 battery module production line automatic testing system

◎11050 high frequency LCR meter

  • ◎19301A impulsing winding tester

◎17011 programmable regenerative battery charge / discharge test system

◎17020/17040 regenerative battery pack test system

  • ◎1870D inductance test packager

◎3730-E solar cell automated inspection test and efficiency sorting system

◎7200 automatic optical solar cell water / battery cell inspection module

◎1871 automatic inductance-layer short-circuit tester

  • ◎3380D VLSI test system

  • ◎3680 SoC / Analog test system

  • ◎3110-FT full-range active thermal control handler

  • ◎58604 TO-CAN/CoC burn-in test system

  • ◎3160C full-range four-station terminal thermal control handler

  • ◎33010PXIe digital IO Card

  • Future R&D plans

Trends of recent IT developments include 3D applications, smart communications, and the development of the Internet of Things, using wireless communications to support various devices, going in to the era of electric vehicles, unmanned vehicles, and smart cities. Thus, the manufacturing industry has 4.0 and the financial industry has 3.0 various industries hopes to employ the latest technologies to improve performance and generate additional profits.

Therefore, the corporation's research and development plan has also evolved with

  • 71 -

various industries, promoting the related automation equipment of Industry 4.0 and the development and integration of Turnkey Solution products, and the establishment of Industry 4.0 smart manufacturing related solutions. In response to the trend of the Internet of Things (IoT), electric vehicle-related equipment and test equipment, battery testing equipment, wireless communication testing equipment, as well as test equipment that meets VR and AR requirements are developed. This Corporation and its subsidiaries are also dedicated to the R&D of products related to Clean Technology with the aim of developing relevant automatic test equipment.

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

  • Short-term development plans

  • (1) Deepening global customers and increasing market share of each product. The corporation knows that marketing products to customers at the global level and obtains the certification of the first-class customers is a strong guarantee for the corporation's product quality, which helps open the product's popularity, facilitates the promotion of the product to the market, and enhances the market share of each product.

  • (2) Accelerate innovation, develop turnkey solution products, and establish solutions related to Industry 4.0 and smart manufacturing Major industrial countries are promoting the emergence of industrial 4.0 smart manufacturing, and the Industry 4.0 smart manufacturing offers much more possibilities for manufacturing to the United States. Therefore, the corporation will invest in big data analysis in 2017. Touch Cloud will deepen its efforts in machine learning and deep learning. It will use AI technology to intelligence measurement equipment, alert the health status of equipment, and combine AI technology with smart manufacturing. Intelligent Manufacturing System helps customers execute big data analysis and forecast during manufacturing to improve the process, accelerate the development of "precision, reliable and unique" measurement solutions and Turnkey Solution to meet future market demands.

  • (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 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 operational scale.

  • Long-term development plans

  • The long-term goal of the corporation is to “proactively develop world-class products and strive to become a world-class enterprise” and it is the vision for the corporation's growth. World-class products are "precise, reliable and unique", providing customers with more valuable test solutions to various electronic technology industries, while world-class corporations are advancing toward the three major principles of "innovative technologies, private brands, and internationalization." . Thus, the corporation invests a lot in R&D each year to ensure that it's leading key technologies and highly integrated capabilities are in optics, machinery, electronics, temperature control and software in

  • 72 -

order to maintain the corporation's competitive advantages and growth, and achieve the goal of sustainable development.

  • (1) Marketing plans

  • Global specialization of industries meant that the production centers of IT industries have started to expand outwards. In order to provide customers with the services of the highest quality, this corporation and its subsidiaries also 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 corporation's brand name products. Meanwhile, this corporation also worked with sales networks and formed strategic alliances with renowned global brands to provide agency services and sales to professional equipment and improve overall resource efficiency.

  • (2) Human resource plans

  • This Corporation and its subsidiaries have been developing niche products for its business development objectives and can thus be considered 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 with the field of testing of electronic products for many years, and provide stable product development strategies that are aligned with the development of the industry. In addition to test products developed for semiconductors and flat panel displays, this Corporation 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 upon 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.

  1. Market, production, and sales

  2. (1) Market analysis

1. Major products by sales area

Area 2016 2016
Sum Proportion of net
operating revenue
(%)
Sum
Internal sales
External sales
Total
$3,887,330
7,737,039
$11,624,369

33
67
100
$4,157,800
10,743,546
$14,901,346
  1. State of the market

In 2017, with the support of multi-year monetary easing policies, the global economy has shaken away from the gloom to a steady recovery. Although President Trump’s administration took office differently from the past, triggering a national trade

  • 73 -

exchange rate barrier, the nature of its tax reduction is still Stimulating economic growth, and thus moderate inflation, the Fed began to adopt mild monetary tightening policies, but the European and Chinese markets still implement monetary easing policies, especially the Chinese market in its implementation of the One Belt and One Road policy, changing the industrial structure to a steady growth, and promoting the world Trade growth.

The information electronics industry puts the face recognition function on smartphones in Apple Computer, launches IPhone X, and greatly expands the use of 3D applications, plus the virtual currency driving industry demand, unmanned vehicles, smart driving, Internet of Things, and industrial 4.0 smart manufacturing, etc. The promotion of the information electronics industry has created a peak demand for industry-related equipment and equipment.

  1. State and growth of market supply and demand

In 2017, the information electronics industry saw another peak. With a large increase in demand, the shortage of spare parts was serious. Manufacturers increased their capacity to meet demand. With the recognition of the face recognition mobile phone function led by Apple Computer, it is estimated that it will continue to be fermented on many application surfaces, including the introduction of non-Apple camps, access control, unmanned vehicles, smart driving, etc., will further promote 3D sensing requirements, and the Internet of things. The development of concept of car networking, wireless charging, battery life, technology development of VR and AR, and promotion of unlimited imagination of application surface expansion, so, the information technology industry has expanded into all areas of life, taking advantage of intelligence, energy saving, and automation. The demand for various product components will increase greatly. The shortage of materials in 2017 will cause difficulties in achieving full satisfaction in 2018, prompting manufacturers to expand plant investment, increase equipment expenditure, and drive the demand for related test instruments and automation equipment for the coming years.

  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:

The global layout of the corporation, a variety of equipment quality are recognized by the world's first-tier manufacturers, and maintain good interaction with the leading manufacturers of various products, it can immediately grasp the industry pulse, immediate investment in research and development, timely launch of new measurement products to provide customer research and development And the best quality solution in production. The corporation has invested heavily in research and development over the years, accumulating a variety of key technologies, and developing a number of technologically advanced products, allowing the corporation and its subsidiaries to stay ahead of the test market. Competitive niches of this Corporation and its subsidiaries include effective control over sales channels, acquisition of the latest information about the industry, and ownership over key technologies. The business group have ample resources in the sectors of testing, automation, and factory management systems to provide customers with Turnkey Solutions required, providing this Corporation and its subsidiaries with various advantages to maintain market competitiveness.

  • (B) Disadvantages:

  • 74 -

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

(C) Response strategies:

Since products are offered in many models and required in small quantities, this Corporation and its subsidiaries adopted modular designs during product research and development (R&D) phases. Differences in specifications were concentrated in a single module during the production process. Shared characteristics and designs were adopted into general modules in order to improve production volume for general modules while reducing the materials required for the unique parts. Besides, in order to strengthen production and inventory management by improving the management efficiency, the corporation and its subsidiary IMS Division and Information Center also built a complete information management system for the corporation and its subsidiaries

B. Special materials

  • (A) Competitive niche and positive factors:

The corporation's subsidiaries are the largest domestic suppliers, providing customers with the overall value of competitiveness, including quality, price, delivery, technical support and other services. These offer important competitive niches and were responsible for helping the corporation and its subsidiaries secure a growing market share.

(B) Disadvantages:

Key materials had 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 Corporation, has built a long-term partnership with NIPPON MICROMETAL Corp. 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. were also employed in hybrid vehicles, LED lighting, solar power, fuel cells, and other energy saving products that were 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. Soft panel (an exclusive graphic operating software) and NI Labview drivers were also provided to help users conveniently employ these solutions.

This Corporation and its subsidiaries independently developed an automatic testing system which would include a software platform that come with powerful inbuilt functions and general tests which can then be integrated with the desired hardware instrument to independently edit the test items and to acquire and

  • 75 -

analyses 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) were included within the scope of applications. Also, this Corporation 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 jigs.

  • 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 would provide various international standard signal testing screens for testing purposes to analyses the performance of the display in processing video signals. Precision would be a key requirement since output signals of the video pattern generator would be the standard source.

Color analyzers employ advanced digital signal processors and photoelectric conversion technology and combined them with precision optical components and circuit design to accurate 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 could 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 could be carried out quickly using single button operations, making it the most competitive video and color testing solution available.

- Passive Component Test Solution

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 were assembled using these components (such as wound components, communication and power source filters) or have similar properties (such as switches, connectors, conducting wires, metallic materials, dielectric materials, magnetic materials, and semiconductor components). Tests could be used to analyses 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 are widely employed 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,

  • 76 -

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 were 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 for various defects of the panel and implement laser correction. After module assembly, different panel dimensions and backlight sources (CCFL or LED BLU) were 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 analyses image bright spots, defective spots, color, and resolution. Automated conveyor belt production line designs and system-based controls will also provide integrated network-based management functions for data analysis.

  • Semiconductor / IC testing solutions

The corporation has been deeply cultivating for many years in the field of semiconductor wafer testing and has a large number of product lines. The equipment required from the R&D to mass production stages such as ATE large-scale test system, IC sorter, and PXI/PXIe miniaturization test platform are all complete. Corresponding products provide customers with the most suitable choice. Semiconductor solutions cover different wafer test applications such as: consumer wafers (microprocessors, audio chips, peripherals for computers/mobile devices, etc.), power management chips (linear regulators, DC converters, AC converters, LEDs Drivers, etc.), RF chips (wireless networks, Bluetooth, mobile communications, etc.), and specific areas of testing (image sensors, radio frequency identification, etc.). Handlers used in backend production of ICs could also work with different IC packaging types and 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.

  • LED / illumination test solutions

LED test equipment of this Corporation would 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) could 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 were primarily lifespan tests for LED Flash Lights, LED Light Bars, and OLEDs. Customized test solutions for electrical properties of LEDs and optical testing were 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 could be used to measure cell conversion efficiency of solar cells and sort these cells according to conversion efficiency.

  • 77 -

Automatic optical testing would 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 would then be used to implement relevant sorting. When assembling PV systems, system inverters would 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.

  • Battery test and automation solution

The corporation's battery testing and automation solutions cover a wide range of products, including dynamic charge and discharge, energy recovery battery module test systems for real-world current simulation applications, battery discharge energy recovery and reuse, power saving, environmental protection, and low thermal output. , Save electricity and air conditioning costs, reduce production costs. The applicable industry scope includes electric vehicle manufacturers, energy storage system vendors, and battery module plants, which are suitable for battery management system testing, battery pack endurance testing, product shipment inspection, design verification research, and battery pack production line capacity learning ( Learning) and DC internal group testing and other purposes. - Photonics Test Solutions

The photonics test solution mainly includes a laser diode chip section and an optical communication active component packaging section. Chroma’s superior power electronics and optical measurement technology, coupled with the integration of institutions and temperature control, the optical components can be burned at different ambient temperatures burned and tested. The semiconductor laser characteristic detection system is designed specifically for laser diodes, and the All-In-One design concept is used for automatic detection. It can be used for simultaneous testing of different test items; it can be used together with highcapacity vehicle designs. A large number of chips are used to perform a large number of tests. In addition, AOI can increase the speed and reliability of automated inspections. The design of a highly stable temperature control platform enables R&D personnel to accurately understand the laser. The relationship between semiconductor characteristics and temperature.

  • Manufacturing execution system (MES)

This solution provides an integrated system for collecting various manufacturing data from the production floor. Various 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 could rapidly acquire the needed information to boost production efficiency.

  • 78 -

2. Production process

==> picture [435 x 158] 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 Semi-finished Inspection of PCB test
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 quantity 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
FPGA IC Galaxy Far East Corp.,
Weikeng, and Answer
Technology
These 3 suppliers are product agents for world renowned
manufacturers
and
have
long-term
collaborative
relationships with this Corporation, providing stable quality
and supplyvolumes.
Power converter
IC
Answer, Mao Xuan, Shi
Ping
These 3 suppliers are product agents for world renowned
manufacturers
and
have
long-term
collaborative
relationships with this Corporation, providing stable quality
and supplyvolumes.
Memory IC Weikeng, Transcend,
and Arrow Electronics
These 3 suppliers are product agents for world renowned
manufacturers
and
have
long-term
collaborative
relationships with this Corporation, providing stable quality
and supplyvolumes.
Relay SUMCHIP, IC-Hi
Technology, Bright
Toward Industry
These 3 suppliers are product agents for world renowned
manufacturers
and
have
long-term
collaborative
relationships with this Corporation, providing stable quality
and supplyvolumes.
Mechanical
Component
Chyuan Jyh Industry
Co.,Ltd., GAO JING JHUN
METAL CO. LTD., Chang
Yang
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 Corporation.
Circuit board Lin Genius Enterprise
Co., Speedy-Circuits,
Golden sum
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 Corporation.
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 Corporation.

Given the large variety of raw materials and components needed by this Corporation and its subsidiaries to manufacture precision instruments, all local and overseas purchases were handled by a single purchasing unit. Where possible, 2 or more suppliers were selected to ensure supplier replace ability, acquire competitive pricing, distribute purchasing risks, achieve reasonable cost reductions, and provide better services. The

  • 79 -

purchasing unit shall regularly review quotations offered by the supplier. QC and 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 Corporation’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 Corporation's total procurements in either of the 2 most recent years

Information of major suppliers in the 2 most recent years

Unit: Thousand NT$

Information of major suppliers Information of major suppliers Information of major suppliers Information of major suppliers in the 2 most recent years
Unit: Thousand NT$
in the 2 most recent years
Unit: Thousand NT$
in the 2 most recent years
Unit: Thousand NT$
in the 2 most recent years
Unit: Thousand NT$
Item 2016 2017
Name Sum Proportion of
total
procurement
value for the
entireyear(%)
Relationship
with the
issuer
Name Sum Proportion of
total
procurement
value for the
entireyear(%)
Relationship
with the
issuer
1 NMC 1,203,234
20.69

None.
NMC 1,164,136
13.99

None.
2 NMC
(Philippines)
956,431
16.45

None.
NMC
(Philippines)
780,296
9.38

None.
Others 3,654,495
62.86

-
Others 6,378,055
76.63

-
Net
procurement
5,814,160
100.00
Net
procurement
8,322,487
100.00

Explanation for any changes:

NMC is the main supplier of the corporation's subsidiary, Sunmao New Materials, which was mainly due to the decrease in the ratio of consolidated sales of special materials sold in 2017. Therefore, the ratio of purchases was relatively reduced, but the corporation is still the top two most important purchasers of the corporation.

  1. List of customers accounting for 10 percent or more of the Corporation'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$
2016 2017
Item Name Sum Proportion of total
sales value for the
entireyear(%)
Relationship
with the
issuer
Name Sum Proportion of total
sales value for the
entireyear(%)
Relationship
with the
issuer
1 Others 11,624,369
100.00
- Others 14,901,346
100.00
-
Net sales 11,624,369
100.00
Net sales 14,901,346
100.00

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

  • 80 -

(5) Table of production volume in the 2 most recent years

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

Year
Production value
Primarycommodity
2016 2016 2016 2017 2017 2017
Production
capacity (Note 1)
Production
volume
Production
value
Production
capacity (Note 1)
Production
volume
Production
value
Measurement instrument
and equipment
-
91,594

2,433,991

-

82,080

3,098,167
Special materials -
-

-

-

-

-
Automatic conveying and
engineeringequipment
-
220

435,432

-

203

2,504,014
Others -
-

-

-

21

971
Total -
91,814

2,869,423

-

82,304

5,603,152

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 single 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$

Unit: KM, M, feet, g, units, sets, thousand NT$ Unit: KM, M, feet, g, units, sets, thousand NT$ Unit: KM, M, feet, g, units, sets, thousand NT$ Unit: KM, M, feet, g, units, sets, thousand NT$
Year Sales
Volume and
Value
Primarycommodity
2016 2017
Internal sales External sales Internal sales External sales
Volume Value Volume Value Volume Value Volume Value
Measurement instrument
and equipment

14,374
1,181,074 124,415 7,406,303
13,887
1,774,895 104,278
8,097,921
Special materials 2,722,204,609 2,241,265
61

27,792
2,920,789,389 2,028,001
71

26,567
Automatic conveying and
engineeringequipment

196

148,399

24

233,889

133

30,209

70

2,508,139
Others -
316,592

-

69,055

-

324,695

-

110,919
Total 2,722,219,179 3,887,330 124,500 7,737,039 2,920,803,409 4,157,800 104,419
10,743,546
  • 81 -

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

report
Year 2016 2017 From the current year until
February 28, 2018
Members Sales management 1,070 1,258 1,271
Production 750 856 868
R&D 677 757 761
Total 2,497 2,871 2,900
Average age 35.53 35.26 35.29
Average work tenure 5.83 5.88 5.96
Academic
background
PhD 0.77% 0.91% 0.94%
Masters 20.22% 20.37% 20.40%
University / college degree
63.65%
63.97% 63.68%
High school diploma 13.42% 13.14% 13.38%
Below high school 1.94% 1.61% 1.60%
  1. Disbursements for environmental protection

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

In 2017, there were no environmental violations regarding environmental pollution after inspections, nor were there any external or internal personnel or property losses caused by environmental pollution.

  • (2) Future coping strategies

This corporation is situated at the Huaya Technology Park in Linkou, is a high tech and low polluting industry in IT sector. No public hazards or pollution issues generated during the production process. Hence, no need for establishing polluting facilities licenses. For waste water and sewage issues, this Corporation 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 waste is cleared and disposed of properly by the waste removal and treatment corporation approved by the competent environmental protection agency. The business waste is also entrusted to the waste removal and treatment corporation approved by the competent environmental protection authority for proper removal or disposal. 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 Corporation 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 fulfil laws and requirements related to RoHS and toxic chemical substances of the customers and countries where the products are being sold. These laws and requirements were 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 Corporation and its subsidiaries were committed towards technical improvements and breakthrough while upholding corporate responsibilities such as compliance with the law, social duties, and environmental protection. Stringent approaches were 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.

  • 82 -

5. Labor relations

  • (1) Various employee benefit plans, continuing education, training, retirement systems, and the state of implementation as well as various employee-employer agreements and measures for maintaining employee rights and interests.

  • 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 a relative, 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. Continuing education and training

To promote the employees’ competence, knowledge, and management skills required of their duties, this Corporation stipulated the Education and Training Management Regulations. This Corporation's business objectives as well as results of departmental surveys were compiled to formulate the annual training plan. Newly hired staff were provided with work orientation training. On-job training, specialization training, or professional external training were 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$)
8,849 2,150

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. 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, to promote the efficiency for internal communication and encourage fellow employees to propose various recommendations. In addition to regular internal communication meetings between various units, communication channels for employee relations were also established. Any employee inquiry or recommendations could be communicated using Employee Communication Helpline, Employee Communication Email, and Employee Communication Feedback Mailbox were offered to prevent any possible employeeemployer 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.

  • 83 -

  • (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.

6. Important contracts

Nature of the
contract
Party Starting and final date of the
contract
Major contents Restrictive terms
Land
purchasing /
sales contract

Ministry of the
Interior
From April 18, 2012 (date of
signing the contract) until the
date when notice registration
of all projected land have
been cancelled.
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$ 10,088,889,999) 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 land as
undeveloped and
unused land.
Joint credit
extension
contract
E. Sun
Commercial Bank
and 6 other
financial
institutions
Signed on August 28, 2012
From the date of the first
date of use until the date of
expiry of five years.
Mid-term loans for paying for
developing the Business Exclusive
Zone of the development area of the
A7
Station
of
the
Taoyuan
International Airport MRT.
Financial ratios
must be
compliant with
the standards
stipulated within
the contract.
Construction
contract
New Spring
Construction
Corp.
(1) February 24, 2017 to the
project acceptance date.
(2) August 15, 2017 to the
project acceptance date.
(1)New
construction
of
the
corporation's A7 building.
(2)Electrical
and
mechanical
engineering of the corporation's A7
building.



None.
Construction
contract
Evergreen Steel
Corp.
March 2017 to the project
acceptance date.
The corporation's A7 building new
construction steel structureproject
None.
Construction
contract
Lead- Fu
Industrials Corp.
August 15, 2017 to the
project acceptance date.
The corporation's A7 building new
projectglass curtainproject

None.
Medium-
term loan
contract
Taishin
International
Bank
2017.9.4~2020.9.4 Mid-term loan During the
duration of the
credit line, the
financial ratio
must meet the
agreed criteria.
Medium and
long-term
loan contract
E. SUN
Commercial Bank
2017.12.14~2022.12.14 Medium and long-term loan None.
Medium-
term loan
contract
Bank of Taiwan 2017.12.29~2020.12.29 Mid-term loan None.
Medium and
long-term
loan contract
Mega
International
Commercial Bank
2018.3.1~2023.3.1 Medium and long-term loan Credit lines
cannot be used
to purchase real
estate.
  • 84 -

VI. Financial summary

  1. Condensed balance sheet and statement of comprehensive income for the 5 most recent years (1) 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
2013 (Note 1) 2014 (Note 1) 2015 (Note 1) 2016 2017
Current assets 7,005,438
9,184,704

9,632,600

11,212,692

14,105,784
Property, plant, and equipment 2,695,664
2,712,962

2,767,608

2,714,127

2,664,584
Intangible assets 201,079
200,472

200,576

227,503

278,036
Other assets 2,868,238
2,871,838

3,459,655

4,478,456

4,969,208
Total assets 12,770,419
14,969,976

16,060,439

18,632,778

22,017,612
Current liability Before allotment 3,052,669
2,870,775

3,112,654

4,723,411

6,922,901
After allotment 3,989,780
3,853,214

4,020,607

6,037,618

(Note 2)
Non-current liability 1,021,103
2,726,113

3,416,489

3,121,516

1,631,882
Total liabilities Before allotment 4,073,772
5,596,888

6,529,143

7,844,927

8,554,783
After allotment 5,010,883
6,579,327

7,437,096

9,159,134

(Note 2)
Equity attributable to the owner of the
parent Corporation
8,557,696
9,252,948

9,410,104

10,616,627

13,230,679
Capital stock 3,767,599
3,787,821

3,791,699

3,898,872

4,118,942
Capital reserve 960,198
1,256,654

1,302,269

1,960,159

3,187,289
Reserved
Surplus
Before allotment 3,386,999
3,737,083

3,952,185

4,735,275

5,972,296
After allotment 2,449,888
2,754,644

3,044,232

3,421,068

(Note 2)
Other equity 478,800
507,104

399,665

58,035

(12,134)
Treasury stock (35,900)
(35,714)

(35,714)

(35,714)

(35,714)
Uncontrolled equity 138,951
120,140

121,192

171,224

232,150
Equity Sum Before allotment 8,696,647
9,373,088

9,531,296

10,787,851

13,462,829
After allotment 7,759,536
8,390,649

8,623,343

9,473,644

(Note 2)
Item Year Financial information of the 5 most recent fiscal years
2013(Note 1) 2014 (Note 1) 2015 (Note 1) 2016 2017
Businessincome 10,170,631
10,307,085
9,692,365 11,624,369 14,901,346
Gross profit (Note 3) 3,750,820 4,046,270 4,221,340 5,428,322
7,068,872
Operating profit andloss 1,168,499 1,221,400 1,219,999 2,013,181
3,043,081
Non-operatingrevenue and expenses 248,537
302,113
262,673 28,876 78,986
NetProfit (before tax) 1,417,036 1,523,513 1,482,672
2,042,057

3,122,067
Continuing operation’snetincomeinthis period 1,179,156 1,295,985 1,194,542
1,695,566
2,548,823
Discontinued operation’sloss



Net profit (loss)inthis period 1,179,156 1,295,985 1,194,542
1,695,566
2,548,823
Comprehensive income or loss (net value after
tax)inthis period
287,363
4,567

(131,740)

(223,152)

(138,228)
Totalcomprehensiveincomeinthis period 1,466,519 1,300,552
1,062,802

1,472,414

2,410,595
Net profit attributable to the owner of the
parent Corporation
1,204,892
1,318,373

1,236,557

1,719,935

2,558,401
Net profit attributable to uncontrolled equity (25,736) (22,388) (42,015) (24,369) (9,578)
Total comprehensive income attributable to the
ownerofthe parent Corporation
1,491,388
1,320,288

1,102,621

1,501,612

2,425,174
Total comprehensive income attributable to
uncontrolled equity
(24,869)
(19,736)

(39,819)

(29,198)

(14,579)
Earningsper share(NT$) 3.21 3.51 3.28 4.53 6.41

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: Distribution for the 2017 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.

  • 85 -

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

Unit: Thousand NT$

Reporting Standards Reporting Standards 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
2013 (Note 1) 2014 (Note 1) 2015 (Note 1) 2016 2017
Current assets 3,607,432
6,015,641

5,999,691

7,709,289

8,212,509
Property, plant, and equipment 1,924,727
1,907,429

1,844,215

1,805,031

1,789,099
Intangible assets 94,424
94,424

94,424

94,424

94,424
Other assets 5,363,903
5,274,245

6,026,586

6,977,507

8,463,667
Total assets 10,990,486
13,291,739

13,964,916

16,586,251

18,559,699
Current liability Before allotment 1,551,520
1,455,362

1,310,706

3,037,002

3,877,087
After allotment 2,493,420
2,442,795

2,220,906

4,351,427

(Note 2)
Non-current liability 881,270
2,583,429

3,244,106

2,932,622

1,451,933
Total liabilities Before allotment 2,432,790
4,038,791

4,554,812

5,969,624

5,329,020
After allotment 3,374,690
5,026,224

5,465,012

7,284,049

(Note 2)
Equity attributable to the owner of
the parent Corporation
8,557,696
9,252,948

9,410,104

10,616,627

13,230,679
Capital stock 3,767,599
3,787,821

3,791,699

3,898,872

4,118,942
Capital reserve 960,198
1,256,654

1,302,269

1,960,159

3,187,289
Reserved
Surplus
Before allotment 3,386,999
3,737,083

3,952,185

4,735,275

5,972,296
After allotment 2,445,099
2,749,650

3,041,985

3,420,850

(Note 2)
Other equity 478,800
507,104

399,665

58,035

(12,134)
Treasury stock (35,900)
(35,714)

(35,714)

(35,714)

(35,714)
Uncontrolled equity



Equity Sum Before allotment 8,557,696
9,252,948

9,410,104

10,616,627

13,230,679
After allotment 7,615,796
8,265,515

8,499,904

9,302,202

(Note 2)
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
2013 (Note 1) 2014 (Note 1) 2015 (Note 1) 2016 2017
Business income 3,926,480
5,135,199

4,539,441

7,233,315

8,018,006
Gross profit (Note 3) 2,153,911
2,752,917

2,519,834

3,763,579

4,116,862
Operating profit and loss 741,590
1,052,145

825,721

1,726,398

1,759,378
Non-operating revenue and expenses 563,197
431,832

548,464

281,123

1,106,336
Net Profit (before tax) 1,304,787
1,483,977

1,374,185

2,007,521

2,865,714
Continuing operation’s net income in this period 1,204,892
1,318,373

1,236,557

1,719,935

2,558,401
Discontinued operation’s loss



Netprofit(loss)in thisperiod 1,204,892
1,318,373

1,236,557

1,719,935

2,558,401
Comprehensive income or loss (net value after
tax)inthis period
286,496
1,915

(133,936)

(218,323)

(133,227)
Total comprehensive income in this period 1,491,388
1,320,288

1,102,621

1,501,612

2,425,174
Net profit attributable to the owner of the
parent Corporation
1,204,892
1,318,373

1,236,557

1,719,935

2,558,401
Net profit attributable to uncontrolled equity



Total comprehensive income attributable to
the ownerofthe parent Corporation
1,491,388
1,320,288

1,102,621

1,501,612

2,425,174
Total comprehensive income attributable to
uncontrolled equity




Earnings per share (NT$) 3.21
3.51

3.28

4.53

6.41

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: 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.

  • 86 -

  • (3) Names of CPA and audit opinion for the past five years

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

Year Accounting firms Name of the CPA Audit opinions
2013 Deloitte & Touche Wen- Chin Lin and Cheng- Ming Lee Unqualified opinion
2014 Deloitte & Touche Cheng- Ming Lee and Li-Wen Kuo Unqualified opinion
2015 Deloitte & Touche I-Wen Wang and Wen-Chi Kuo Unqualified opinion
2016 Deloitte & Touche I-Wen Wang and Wen-Chi Kuo Unqualified opinion
2017 Deloitte & Touche Cheng- Ming Lee and Wen-Chi Kuo Unqualified opinion
  1. Accounting firms, former and successor CPAs, and reasons for the replacement for any replacement of CPAs in the 5 most recent years

  2. ①Reasons for changing CPAs in 2014

  3. 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.

  • ②Reasons for changing 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.

  • ③Reasons for changing CPAs in 2017

  • a. Names of former and successor CPAs:

Former: CPA I-Wen Wang and CPA Wen-Chi Kuo

Successor: CPA Cheng- Ming Lee and CPA Wen-Chi Kuo

  • b. Reasons for change: To meet the needs of internal adjustment of Deloitte & Touche.

  • c. Date of incident: December 27, 2017

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

  • 87 -

2. Financial analysis for the 5 most recent years

(1) Consolidated financial analysis - International Financial and Accounting Reporting Standards

Year
Itemanalyzed (Note2)
Year
Itemanalyzed (Note2)
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
2013 (Note 1) 2014 (Note 1) 2015 (Note 1) 2016 2017
Financial
structure
(%)
Liability to asset ratio 31.90 37.39 40.65 42.10 38.85
Proportion of long-term
capital in property, plant,
and equipment
360.50 445.98 467.83 512.48 566.49
Dept-paying
ability
(%)

Current ratio
229.49 319.94 309.47 237.39 203.76

Quick ratio
177.19 258.74 248.58 190.86 161.87
Interest coverage ratio 100.66 49.67 39.02 49.56 138.04
Operating
ability
Receivables turnover ratio
(times)
3.41 3.25 3.23 3.92 4.04
Average collection days 107 112 113 93 90
Inventory turnover ratio
(times)
3.79 3.46 2.73 2.77 3.11
Payables turnover ratio
(times)
4.14 4.77 4.02 3.62 3.15
Average inventory turnover
days
96 105 134 132 117
Property, plant, and
equipment turnover ratio
(times)
3.71 3.81 3.54 4.24 5.54
Total asset turnover ratio
(times)
0.84 0.74 0.62 0.67 0.73
Return on
investments
Return on assets (%) 10.11 9.69 8.18 10.12 12.68
Return on equity (%) 14.73 14.80 13.25 17.18 21.46

Ratio of pre-tax income to
paid-incapital(%)
37.61 40.22 39.10 52.38 75.80
Net profit rate () 11.85 12.79 12.76 14.80 17.17
Earnings per share (NT$) 3.21 3.51 3.28 4.53 6.41
Cash
flow
Cash flow ratio (%) 30.80 42.76 72.88 42.36 39.71
Cash flow adequacy ratio (%)
100.44
103.43 89.78 84.19 92.23
Cash re-investment ratio (%) 1.91 2.31 9.82 8.31 10.36
Degree of
leverages
Degree of operating
leverage (DOL)
1.27 1.25 1.27 1.17 1.10
Degree of financial leverage
(DFL)
1.01 1.03 1.03 1.02 1.01
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. Increase in interest coverage ratio: Mainly due to increase of revenue and profit before tax in 2017 compared to the
previous period.
2. Increase in the revenue rate of real estate, plant and equipment (times): Mainly due to the increase in sales revenue
in the year 2017 from the previous period.
3. Increase in return on asset and return on equity: Mainly due to increase in net profit in 2017 compared to the
previous period, leading to an increase in relevant ratios.
4. Increase in net profit before tax and paid-up capital: Mainly due to increase in revenue and net profit before tax in
2017 compared to the previous period.
5. Earnings per share increase: Mainly due to the significant growth in operating income and profit for the year 2017,
and the increase in earnings per share over the same period of last year.
6. The increase in cash reinvestment ratio: mainly due to the increase in net cash inflows from operating activities for
theyear 2017 over thepreviousperiod,resultingin an increase in the cash reinvestment 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.

  • 88 -

Note 2: The following lists the formulas used for performing the financial analysis:

  1. Financial structure

  2. (1) Liability to asset ratio = Total liabilities / Total assets

  3. (2) Proportion of long-term capital in property, plant, and equipment = (Total equities + non-current liabilities) / (Total net value of property, plant, and equipment).

  4. Debt-paying ability

  5. (1) Current ratio = Current assets / Current liabilities.

  6. (2) Quick ratio = (Current asset - inventories) / Current liabilities

  7. (3) Interest coverage ratio = Earnings before interests and taxes (EBIT) / Interest expenses over this period.

  8. 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.

  • 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 Corporation - dividends of preferred shares) / Weighted average of outstanding shares.

  • 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).

  • Degree of leverages

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

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

  • Note 3: 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.

  • 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.

  • Any recapitalization of retained earnings or recapitalization of capital reserve 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.

  • 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.

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.

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

  2. 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.

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

  2. Gross value of PP&E refers to the total value of PP&E minus accumulated depreciation. 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. Note 6: Where Corporation 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 Corporation of the asset balance sheet.

  3. 89 -

(2) Individual financial analysis - International Financial and Accounting Reporting Standards

Year
Item analyzed (note 3)
Year
Item analyzed (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
2013 (Note 1) 2014 (Note 1) 2015 (Note 1)
2016
2017
Financial
structure
(%)
Liability to asset ratio 22.14 30.39 32.62 35.99 28.71
Proportion of long-term
capital in property, plant, and
equipment
490.41 620.54 686.16 750.64 820.67
ability
investments
(%)
Current ratio 232.51 413.34 457.74 253.85 211.82

Quick ratio
155.16 325.04 354.57 204.82 161.19
Interest coverage ratio 263.22 69.62 48.66 74.97 230.44
Operating
investments
Receivables turnover ratio
(times)
2.41 2.54 2.25 3.58 2.91
Average collection days 151 144 162 102 125
Inventory turnover ratio
(times)
1.42 1.73 1.34 2.13 2.07
Payables turnover ratio
(times)
4.30 5.07 3.55 3.94 3.01
Average inventory turnover
days
257 211 272 171 176
Property, plant, and
equipment turnover ratio
(times)
2.00 2.68 2.42 3.96 4.46
Total asset turnover ratio
(times)
0.39 0.42 0.33 0.47 0.46
Return on
investments
Return on assets (%) 11.94 11.01 9.25 11.41 14.62
Return on equity (%) 14.73 14.80 13.25 17.18 21.46
Ratio of pre-tax income to
paid-in capital (%)
34.63 39.18 36.24 51.49 69.57
Net profit rate () 30.69 25.67 27.24 23.78 31.91
Earnings per share (NT$) 3.21 3.51 3.28 4.53 6.41
Cash
flow
Cash flow ratio (%) 39.92 56.54 116.19 65.03 17.05
Cash flow adequacy ratio () 87.62 82.31 74.59 72.41 61.09
Cash re-investment ratio () (Note 2) (Note 2) 4.46 8.88 (Note 2)
Degree of
leverages
Degree of operating leverage
(DOL)
1.23 1.16 1.24 1.14 1.12
Degree of financial leverage
(DFL)
1.01 1.02 1.04 1.02 1.01
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.Debt-to-asset ratio decrease: Mainly due to the increase of non-current assets in 2017 from the previous period
of NTD.1, 470,228 thousand, resulting in a decrease in the ratio of liabilities to assets.
2.The decrease in quick ratio: Mainly due to the increase in current liabilities for year 2017 from the previous period.
3.Increase in interest coverage ratio: Mainly due to increase of revenue and decrease in interest expense in 2017
compared to the previous period.
4.Increase in average collection days: Mainly due to increase of revenue and balance of average receivables in 2017.
5.Decrease in payables turnover rate: Mainly due to increase for unpaid payables in 2017.
6.Increase in return on asset and return on equity: Mainly due to increase in net profit in 2017 compared to the
previous period, leading to an increase in relevant ratios.
7.Increase in net profit: Mainly due to increase in net profit after tax in 2017.
8. Increase in net profit before tax and paid-up capital: Mainly due to increase in revenue and net profit before tax
in 2017 compared to the previous period.
9. Decrease in cash flow rate: Mainly due to decrease in operating activities cash and increase in Current liability.
  • 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.Debt-to-asset ratio decrease: Mainly due to the increase of non-current assets in 2017 from the previous period of NTD.1, 470,228 thousand, resulting in a decrease in the ratio of liabilities to assets.

  • 2.The decrease in quick ratio: Mainly due to the increase in current liabilities for year 2017 from the previous period.

  • 3.Increase in interest coverage ratio: Mainly due to increase of revenue and decrease in interest expense in 2017 compared to the previous period.

  • 4.Increase in average collection days: Mainly due to increase of revenue and balance of average receivables in 2017.

  • 5.Decrease in payables turnover rate: Mainly due to increase for unpaid payables in 2017.

  • 6.Increase in return on asset and return on equity: Mainly due to increase in net profit in 2017 compared to the previous period, leading to an increase in relevant ratios.

  • 7.Increase in net profit: Mainly due to increase in net profit after tax in 2017.

  • 8.Increase in net profit before tax and paid-up capital: Mainly due to increase in revenue and net profit before tax in 2017 compared to the previous period.

  • 9.Decrease in cash flow rate: Mainly due to decrease in operating activities cash and increase in Current liability.

  • 90 -

  • 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:

  • 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).

  • 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.

  • 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 Corporation - dividends of preferred shares) / Weighted average of outstanding shares.

  • 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).

  • Degree of leverages

    • (1) Degree of operating leverage (DOL) = (Net operating revenue - operating change costs and expenses) / Operation profit. (2) Degree of financial leverage (DFL) = Operating profit / (Operating profit - interest expenses).
  • Note 4: 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.

  • 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 reserve 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.

Note 5: 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.

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

  2. 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.

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

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

  3. 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.

  4. Note 7: Where Corporation 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 Corporation of the asset balance sheet.

  5. 91 -

3. Audit Committee's Audit Report of financial report for the most recent fiscal year

Chroma ATE Inc.

Audit Committee’s Audit Report

This review report was generated after a complete review of the corporation's business report, individual and consolidated financial statements, and surplus allocation proposal for 2017 submitted by the Board of Directors, where the individual and consolidated financial statements have been completely audited by CPAs Cheng- Ming Lee and Wen-Chi Kuo of Deloitte & Touche. The list of all books opened was reviewed by the Audit Committee and it was considered that there were no discrepancies. The 14th Article of the Securities Exchange Act and Article 219 of the corporation Law were submitted for verification.

Sincerely,

Chroma ATE Inc.

2018 Shareholders' Meeting

Chairman of the Audit Committee: Tsung-Ming Chung

February 22, 2018

  • 92 -

  • Financial report from the most recent year: Please peruse pages 113 to 197 of this Report.

  • Corporation-only financial report audited and attested by a CPA from the most recent year: Please peruse pages 198 to 272 of this Report.

  • Any financial difficulties experienced by the Corporation and its affiliated company 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 Corporation: None.

  • 93 -

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

1. Financial condition

Comparative analysis of financial conditions

Units: Thousand NT$;% Units: Thousand NT$;% Units: Thousand NT$;%
Year Differences
Item December 31, 2017 December 31, 2016 Sum %
Current assets 14,105,784 11,212,692 2,893,092 26
Property, plant, and equipment 2,664,584 2,714,127 (49,543) (2)
Intangible assets 278,036 227,503 50,533 22
Other assets 4,969,208 4,478,456 490,752 11
Total assets 22,017,612 18,632,778 3,384,834 18
Current liability 6,922,901 4,723,411 2,199,490 47
Non-current liability 1,631,882 3,121,516 (1,489,634) (48)
Total liabilities 8,554,783 7,844,927 709,856 9
Capital stock 4,118,942 3,898,872 220,070 6
Capital reserve 3,187,289 1,960,159 1,227,130 63
Retained earnings 5,972,296 4,735,275 1,237,021 26
Other equity (12,134) 58,035 (70,169) (121)
Treasury stock (35,714) (35,714) - -
Uncontrolled equity 232,150 171,224 60,926 36
Total stockholders' equities 13,462,829 10,787,851 2,674,978 25
  1. Any material change to the Corporation's assets, liabilities, or equity in the 2 most recent years as well as the major causes and impacts of these changes: (provide analysis where the difference between the original and changed states were more than 20% and that the sum of the change reached NT$ 10 million)

(1) Increase in current assets: Mainly due to the increase in cash and cash, accounts receivable and inventory. (2) Increase in intangible assets: It was mainly due to the acquisition of the technology authorization and patent transfer of the ITRI by the subsidiary Innovative Nanotech Inc.

  • (3) Increase in circulating liability: Mainly due to increase in accounts payable and the conversion of long-term loans acquire for land exclusively for A7 Business Zone into one-year long-term loans.

  • (4) Decrease in non-current liabilities: Mainly due to the conversion of convertible corporate bonds to common stock and land prices in the A7 industrial zone, and long-term borrowings were transferred to long-term loans due within one year.

  • (5) Increase in capital surplus: Mainly due to the conversion of convertible corporate bonds to common shares and issuance of the new executive stock option.

  • (6) Increase in retained earnings: Mainly due to significant increase in revenue in 2017 compared to previous period.

  • (7) Decrease in other equity: Mainly due to the exchange difference in the translation of financial statements of foreign operating agencies and the decrease in unrealized profit or loss of financial assets available for sale.

  • (8) Increase in non-controlling interest: Mainly due to increase in non-controlling interests from the subsidiary corporations.

  • (9) Increase in total shareholders' equity: Mainly due to the increase in capital reserve and retained earnings for the year 2017.

  • 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 Corporation and its subsidiaries.

  • Futures response plans: Not applicable.

  • 94 -

2. Financial performance

Financial performance analysis

Units: Thousand NT$;% Units: Thousand NT$;%
Year Sum of the Proportion of
2017 2016
Item changes the changes(%)
Business income 14,901,346 11,624,369 3,276,977 28
Operating gross profit (note) 7,068,872 5,428,322 1,640,550 30
Operating profit and loss 3,043,081 2,013,181 1,029,900 51
Non-operating revenue and
78,986 28,876 50,110 174
expenses
Net Profit (before tax) 3,122,067 2,042,057 1,080,010 53
Net profit of this period 2,548,823 1,695,566 853,257 50
comprehensive income or loss
(net value after tax) in this (138,228) (223,152) 84,924 (38)
period
Total comprehensive income in
2,410,595 1,472,414 938,181 64
thisperiod
Net profit attributable to the
owner of the parent 2,558,401 1,719,935 838,466 49
Corporation
Total comprehensive income
attributable to the owner of the 2,425,174 1,501,612 923,562 62
parent Corporation
1. Any material change to operating 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)
(1) Increase in operating income: The main growth momentum of the consolidated operating revenue in
2017 came from the measurement instrument business and the MAS Automation business, which grew
by 15% and 564% respectively compared with 2016.
(2) Increase in business profitability and business loss/gain: Mainly due to significant increase in revenue in
2017 compared to previous period.
(3) Increase in non-operating income and expenses: Mainly due to increase in interest earned and other
earnings compared to previous period.
(4) Increase in net profit before tax and net profit for this period: Mainly due to significant increase in
revenue in 2017.
(5) Increase in other comprehensive income: Mainly due to increase in exchange rate for the translation of
financial statements in foreign operation.
(6) Increase in total comprehensive income, net profit attributable to the owner of the parent Corporation,
and total comprehensive income attributable to the owner of the parent Corporation:
Mainly due to the growing and increasing revenue in 2017 compared to previous period.
2. Expected sales volume and relevant data, possible impact to the Corporation’s financial operations, and
response plans:
The corporation has invested in integration of test technology and automation equipment for many years.
In recent years, automation equipment has emerged in various fields one after another, creating new sales
performance. Despite being applied in different sectors, these solutions have been attested and employed
by many leading manufacturers. Looking forward to 2018, thanks to the expansion of 3D sensing
applications, smart manufacturing, and the vigorous development of the electric vehicle industry, it will
boost the demand for related inspection equipment such as electronics and power supplies. The increase in
the demand for test automation equipment and the sales contribution from the new test equipment for LD
laser diodes will increase the sales of semiconductors, batteries and photonics automated test solutions. It
is expected that the corporation will bringin more substantial operatingresults.

Note: Net amounts listed are calculated based on net realized operating gross profit after deducting the unrealized operating profit.

  • 95 -

3. Cash flow

Cash liquidity analysis

(1) Analysis and explanations of changes in cash flow in the most recent year

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
theyear(Note)
Cash surplus
(inadequacy)
Remedial measures for
cash inadequacy
Remedial measures for
cash inadequacy
Investment
plan
Financing
plan
3,149,970 2,749,361 (822,920) 5,076,411
Note: Includes net cash outflow from investment and capitalization activities of (721,569) thousand and
impact of currency exchange rate amounting to (101,351) thousand.
1. Analysis of changes in cash flow in the most recent year:
(1) Operating activities: Net cash inflow resulting from business activities since 2017 amounted to NT$ 2,749,361 thousand, mainly from business profits.
(2) Investment activities: The net cash inflow from investing activities for 2017 was NT$162,366
thousand, which was mainly due to the cash inflows arising from the disposal of financial assets for
sale.
(3) Financing activities: Net cash outflow resulting from financing activities since 2017 amounted to
NT$ 883,935 thousand, mainly from the issuance of cash dividends.
2. Remedial measures and liquidityanalysis for cash inadequacy: Not applicable.

(2) Cash liquidity analysis for the following year

(2) Cash liquidity analysis for the following year (2) Cash liquidity analysis for the following year (2) Cash liquidity analysis for the following year (2) Cash liquidity analysis for the 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
theyear
Expected sum
of cash surplus
(inadequacy)
Remedial measures for
expected cash inadequacy
Investment
plan
Financing
plan
5,076,411
3,436,000

(3,524,424)

4,987,987


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.
  1. Material expenditures of the most recent year and impact to the Corporation'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 corporations, main reasons for profit / losses resulting therefrom, improvement plan, and investment plans for the upcoming fiscal year

  2. (I)The most recent annual transfer of investment was mainly to increase the capital of the original investment corporation, and to invest in Singapore Quantel to establish marketing positions in Southeast Asia and South Asia. The establishment of a subsidiary in Germany and a subsidiary in South Korea will also provide better and faster services to all locations in the

  3. 96 -

world in order to increase the scale of operations. (2) Profitability or loss analysis of invested corporations

world in order to increase the scale of operations.
) Profitability or loss analysis of invested corporations
world in order to increase the scale of operations.
) Profitability or loss analysis of invested corporations
world in order to increase the scale of operations.
) Profitability or loss analysis of invested corporations
world in order to increase the scale of operations.
) Profitability or loss analysis of invested corporations
December 31,2017 Unit: Thousand NT$
Corporation name Shareholding
percentage
Investment
gain(loss)
Details
Neworld Electronics Ltd. 100.0% 212,326 Profits resultingfrom excellent sales.
Chroma New Material Corp. 100.0%
23,234
Profits resultingfrom excellent sales.
Chroma Investment Co.,Ltd. 100.0% 1,336 Mainlydue to dividend income.
ADLINK Technology Inc. 11.3%
42,960
Good R&D capabilities and business
performance.
SAN EAGLE DEVELOPMENT
CORP.
100.0%
115,884
Mainly derived from investment profits
calculated using the recognized equity
method.
MAS Automation Corp. 100.0%
609,616
Sales have grown significantly and
profits have increased.
CHI INCORPORATION LTD. 100.0%
33,536
Mainly derived from investment profits
calculated using the recognized equity
method.
Testar Electronics Corp. 67.2% 13,075 Profits resultingfrom excellent sales.
CHROMA ATE INC.(USA) 100.0%
40,871
Establishment of a comprehensive sales
network with good business
performance.
SENSATIONAL HOLDING LTD. 100.0% 1,209 Primarilyderived from rental income.
CHROMA SYSTEMS
SOLUTIONS, INC.
25.0%
13,107
Establishment of a comprehensive sales
network with good business
performance.
CHROMA ATE EUROPE BV 100.0%
18,553
Establishment of a comprehensive sales
network with good business
performance.
CHEN HWA TECHNOLOGY INC. 100.0% 2,610 Mainlydue to dividend income.
Dynascan TechnologyCorp. 27.3%
6,211
Profits resultingfrom excellent sales.
Deep Red Holding Co., Ltd. 100.0%
12,609
Mainly derived from investment profits
calculated using the recognized equity
method.
Chroma Japan Corp. 100.0%
1,129
Profits resultingfrom excellent sales.
Chih Ho Shun Development
Co.,Ltd.
35.0%
33
Mainly derived from recognized interest
income.
Adivic Technology Co.,Ltd. 51.0%
(30,314)
R&D for new products not yet complete.
High R&D costs have led to operational
loss.
EVT Technology Co., Ltd. 73.8%
(8,252)
Losses arose due to product conversion
and new product validation that have
yet to be completed.
QUANTEL PRIVATE LTD. 60.0%
5,360
Profits resultingfrom excellent sales.
Innovative Nanotech Inc. 89.3%
(2,434)
The newly established corporation in
2017 is still in the product development
stage.
Touch Cloud Co., Ltd. 78.1%
(1,658)
The new investment corporation in
2017 is still in the product development
stage.

(3) Improvement plan

  1. ADIVIC: ADIVIC has invested in R&D WIFI test equipment in 2017 to provide customer verification while some products can be integrated with the corporation's products.

  2. 97 -

After the customer's verification is completed, it is expected to increase the takings and improve business performance.

  2. EVT Technology: EVT is now working with our corporation to develop production lines for electric vehicles' parts, expected improvement in business performance upon completion and release of R&D product in the market.

  3. Innovative Nanotech Inc.: Continue to invest in R&D to make the product more perfect for the market.

  4. Touch Cloud: Integrate their software with our corporation's hardware to achieve expected revenue and profit.
  • (4) Investment plans for the following year: By principle, this Corporation shall continue to raise capital for other corporations that this Corporation had already invested in and establishing new sales networks, and shall continue to carefully review investment plans in other corporations.

  • 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

    • (1) Changes to interest rates and resulting impact to this Corporation's gain or loss as well as future response measures

      1. Changes to interest rates and impact to the gain or loss of this Corporation and its subsidiaries
ct this Corporation’s gain or loss as well as future response measures
hanges to interest rates and resulting impact to this Corporation's gain or loss as well
as future response measures
. Changes to interest rates and impact to the gain or loss of this Corporation and its
subsidiaries
ct this Corporation’s gain or loss as well as future response measures
hanges to interest rates and resulting impact to this Corporation's gain or loss as well
as future response measures
. Changes to interest rates and impact to the gain or loss of this Corporation and its
subsidiaries
ct this Corporation’s gain or loss as well as future response measures
hanges to interest rates and resulting impact to this Corporation's gain or loss as well
as future response measures
. Changes to interest rates and impact to the gain or loss of this Corporation and its
subsidiaries
Unit: Thousand NT$
Item / year 2016 2017
Interest expense 42,052 22,782
Net operating revenue 11,624,369 14,901,346
Operating profit 2,013,181 3,043,081
Interest expense /
operatingrevenue(%)
0.36 0.15
Interest expense /
operating profit(%)
2.09 0.75

Interest expenses for the corporation and its subsidiaries in 2016 and 2017 were NT$42,052 thousand and NT$22,782 thousand respectively, the interest expenses and operating profit ratio were 2.09% and 0.75%, change of interest expenses is of no significant influence to the corporation and its subsidiaries.

  1. Future response measures

Capital budgeting of this Corporation and its subsidiaries shall continue to uphold the conservative principles of stability, focusing primarily on safety and liquidity. Measures undertaken by this Corporation 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 Corporation 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 Corporation’s profitability as a result of changing interest rates.

  • 98 -

  • (2) Currency exchange fluctuations and resulting impact to this Corporation's gain or loss as well as future response measures

  • Currency exchange fluctuations and its impact to the gain or loss of this Corporation and its subsidiaries

and its subsidiaries and its subsidiaries and its subsidiaries
Unit: Thousand NT$
Item / year 2016 2017
Netprofit(loss)on exchange (110,497) (133,637)
Net operating revenue 11,624,369 14,901,346
Operating profit 2,013,181 3,043,081
Net Profit (before tax) 2,042,057 3,122,067
Ratio of net profit (loss) on exchange net to operating
revenue (%)

(0.95)
(0.90)
Ratio of net profit (loss) on exchange to operating
profit (%)

(5.49)
(4.39)
Ratio of net profit (loss) on exchange to earnings
before tax(EBT) (%)

(5.41)
(4.28)

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. The exchange losses for the year 2016 and 2017 were NT$110,497 and RMB133,637 respectively, and their exchange losses before taxation were approximately (5.41) % and (4.28) %, respectively.

2. Future response measures

The corporation and its subsidiaries offset the risk of exchange rate changes by directly increasing foreign currency receivables through US dollar transactions and offsetting foreign currency payables by the purchases and short-term bank borrowings in foreign currencies in order to create a natural hedge effect; The financial affairs department also collects information of the exchange rate daily, to fully understand the changes in exchange rates, timely adjustment of foreign currency positions, and in accordance with the relevant provisions of "procedures for dealing with derivative commodity transactions" and timely start the operation of foreign currency hedging instruments in order to reduce the impact of exchange rate fluctuations

  • (3) Inflation and its impact on this Corporation’s gain or loss as well as future response measures

  • 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, and 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.

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

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

  3. 99 -

This Corporation and its subsidiaries has 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. (1) Reasons for providing loans to other parties, endorsements, and guarantees

  3. Loans, endorsements, and guarantees shall be, by principle, provided to

  4. affiliated company or corporations that this Corporation and its subsidiaries have business deals. Interest rates of loans provided by this Corporation and its subsidiaries shall be, by principle, higher than short-term loan interest rates provided by financial institutions to this Corporation and its subsidiaries.

  5. (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 derivatives 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.

  • 100 -

(3) Future R&D plans and expected R&D investments

Research and Development Project Current progress Expected
completion
time
Additional
investments
required

Notes
Next generation high power and high speed Solar Array
Simulator
Design validation phase
2018/Q3
7 million
Next generation high power density and constant power DC
Source
Design planning phase 2019/Q1 9 million
Next generation bi-direction DC cross-cutting module
platform
Design validation phase
2018/Q4
30 million
Next generation high power Energy Recycling AC Load
Simulator
Design planning phase 2018/Q4 11 million
Ultra-high precision coulombic efficiency measurement
system
Design validation phase
2018/Q3
7 million
High bandwidth hybrid type recyclingLinear Load Designplanning phase 2018/Q4 8 million
Nextgeneration 10K5K flatpanel displaytester Design validationphase
2018/Q3
4.5 million
Thirdgeneration 8.1G videopatterngenerator for DP1.3 Design validationphase
2018/Q2
9 million
Nextgeneration bi-direction charger for batterycell testing. Design validationphase
2018/Q4
4 million
Next Generation Super Capacitor Automatic Burn-in System Designplanning phase 2018/Q4 6.5 million
High speed and high current Insulation Tester with partial
discharge measurement function.
Design validation phase
2018/Q3
5.5 million
Semiconductor advancedpackagingoptical metrologysystem Designplanning phase 2018/Q4 10 million

(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 Corporation and its subsidiaries.

(5) Changes in the technology and industry that will impact the corporation's financial operation with counter 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 in the corporate image that will impact the corporation's risk management with counter 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, possible risks and response measures for merger and acquisition

In 2017, the corporation invested in Touch Cloud Corp., expecting to invest in the corporation, strengthen and integrate the software R&D capabilities of the product line, and enhance the marketing opportunity and scale of operations. Another investment in the establishment of Sapphire Nano Technology (stock) corporation, the future hopes to promote the semiconductor test program to the front-end process, to provide customers more comprehensive semiconductor / IC test solutions.

(8) Expected benefits, possible risks and response measures of expanding factory buildings

  • Factory building expansions allow this Corporation 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 expansion undertaken by this Corporation 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

  • Purchasing risks

  • 101 -

Purchases from NMC by the corporation and its subsidiaries amounted to 37.14% and 23.27% of total purchases in 2016 and 2017 respectively, showing that there was a consolidation of purchasing from NMC. The major reason was that the gold wire, copper wire, and other special materials provided by NMC are of higher quality compared to those provided by Japanese or Korean corporations such as Tanaka, NKE, and Heesung, thus, they better meet the product quality requirements of downstream semiconductor packaging clients. Purchasing values of this corporation 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 replace ability, acquire competitive pricing, distribute purchasing risks, achieve reasonable cost reductions, and provide better services. Also, this Corporation 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 Corporation 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 Corporation and its subsidiaries and their main suppliers, no major nonconformities have been identified so far. Since establishment, this Corporation and its subsidiaries have achieved positive interaction with their main suppliers. Hence, no material shortage or supply interruption has yet to occur.

2. 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 Corporation and its subsidiaries. Hence, this Corporation and its subsidiaries are actively developing new customers to achieve business stability and growth. Currently, most customers were listed corporations or renowned corporations in Taiwan and other countries. For the merger corporations in 2016 and 2017, no single client was responsible for more than 10% of total income of this corporation. Therefore, there is no risks of consolidated revenue.

(10)Impacts, risks, and response measures resulting from major equity transfer or replacement of directors, supervisors, or shareholders holding more than 10% of the Corporation's shares

From 2017 until the publication date of this report, the corporation and its subsidiaries did not encounter any major equity transfer or replacement of directors, supervisors, or shareholders holding more than 10% of the corporation’s shares

(11) Impact, risk, and response measures related to any change in governance rights in the Corporation

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 Corporation and Corporation directors, supervisors, General Managers, person with actual responsibility in the Corporation, and major shareholders holding more than 10% of the Corporation's shares who have been concluded through final judgment or still under

  • 102 -

litigation, to be a party thereof, and where the results thereof could materially affect the shareholders’ equity or prices of the Corporation’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

  • 103 -

VIII . Special items to be included

  1. Affiliated company

  2. (1) Consolidated Business Report up till December 31, 2017

    1. Diagram of affiliated company
1 . Diagram ofaffiliated company ram ofaffiliated company

CHROMA


Chroma ATE Europe B.V.
Shares held: 100%
Chroma Investment Co., Ltd.
Shares held: 100%
MAS Automation Corp.
Shares held: 100%
San Eagle Development
Corp. Shares held: 100%
Chroma Japan Corp.
Shares held: 100%
Chen Hwa Technology Inc.
Shares held: 100%
Chroma New Material Corp
Shares held: 100%
Testar Electronics Corp.
Shares held: 67.2%
Sensational Holding Ltd.
Shares held: 100%
CHI Incorporation Ltd.
Shares held: 100%
Deep Red Holding Co., Ltd.
Shares held: 100%
Adivic Technology Co.,Ltd
Shares held: 51%
EVT Technology Co., Ltd.
Shares held: 73.8%
Chroma Systems Solutions,
Inc. Shares held: 25%
Neworld Electronics Ltd.
Shares held: 100%
Chroma ATE Inc.(USA)
Shares held: 100%
Quantel Private Ltd.
Shares held: 60%
Innovative Nanotech Inc.
Shares held: 89.3%
Touch Cloud Co., Ltd.
Shareholding ratio: 78.1%


Neworld Electronics Ltd.
Shares held: 100%

Sajet System Technology (Suzhou)
Co., Ltd. Shares held: 100%
Chroma (Shanghai) Trading
Co., Ltd. Shares held: 100%
Wei Kuang Mech Eng Inc.
Shares held: 100%
Chroma ATE (Suzhou) Co.,
Ltd. Shares held: 100%
Wei Kuang Automation (Nanjin) Co.,
Ltd. Shares held: 100%
Wei Kuang Automation (Xiamen)
Co., Ltd. Shares held: 100%
Mou Kuan Technologies (Nanjin)
Co., Ltd. Shares held: 100%
Shares
Held: 50%
Chroma Electronics (Shenzhen)
Co., Ltd. Shares held: 100%
Chroma Electronics (Shanghai)
Co., Ltd. Shares held: 100%
Adivic Holding Corporation
Shares held: 100%
Wei Da Electric Vehicle Co.,
Ltd. Shares held: 75%
Quantel Global Vietnam
Co., Ltd. Shares held: 100%
Quantel Technologies India
Pvt Ltd Shares held: 100%
Chroma Germany GmbH
Shares held: 100%
Chroma Germany GmbH
Shares held: 100%
CHI Incorporation Ltd.
Shares held: 100%
Chroma ATE (Suzhou) Co.,
Ltd. Shares held: 100%
Sajet System Technology (Suzhou)
Co., Ltd. Shares held: 100%
Chroma (Shanghai) Trading
Co., Ltd. Shares held: 100%
Wei Kuang Mech Eng Inc.
Shares held: 100%
Adivic Holding Corporation
Shares held: 100%
Chroma (Shanghai) Trading
Co., Ltd. Shares held: 100%
Mou Kuan Technologies (Nanjin)
Co., Ltd. Shares held: 100%
Wei Kuang Automation (Nanjin) Co.,
Ltd. Shares held: 100%
Wei Kuang Automation (Xiamen)
Co., Ltd. Shares held: 100%
Adivic Holding Corporation
Shares held: 100%
EVT Technology Co., Ltd.
Shares held: 73.8%
Wei Da Electric Vehicle Co.,
Ltd. Shares held: 75%
Quantel Private Ltd.
Shares held: 60%
Quantel Global Vietnam
Co., Ltd. Shares held: 100%
Innovative Nanotech Inc.
Shares held: 89.3%
Quantel Technologies India
Pvt Ltd Shares held: 100%
Touch Cloud Co., Ltd.
Shareholding ratio: 78.1%
  • 104 -

2. Basic information of various affiliated company

December 31, 2017. Unit: Thousand NT$ or other foreign currency

Corporation 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,HK
HK$ 64,013 Sales and maintenance of
electronic measuring
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 measuring
instruments
Chroma ATE Europe BV 1999.09.17 Morsestraat 32,6716 AH Ede,The
Netherlands
EUR$45 Sales and maintenance of
electronic measuring
instruments
Chroma Germany GmbH 2017.09.04 Südtiroler Str. 9 86165 Augsburg
Germany
EUR$30 Sales and maintenance of
electronic measuring
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 Corp. 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 POBox 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 measuring
instruments
CHI Incorporation Ltd. 1998.04.03 PO 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 PO 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,
simpleprocessingfor
  • 105 -
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,Nanjin 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 Automation
(Nanjin) Co., Ltd.
2005.06.30 No 811,Hushan Road,Jiangning
District,Nanjin City, China
RMB$11,871 Assembly, sales, and
post-sales services for
electronic production
equipment and
conveyingsystems
Wei Kuang Automation
(Xiamen) Co., Ltd.
2007.02.01 Floor 1, Building A4, No. 20, Jinhua
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 measuring
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$8,374 R&D and design of
computer network safety
systems and data
management systems
Adivic Technology
Co.,Ltd.
2009.04.07 6F, No. 345, Xinhu 2nd Road, Neihu
District,Taipei City
NT$240,000 R&D and sales of RF
equipment
Adivic Holding Corp 2015.01.15 Offshore Chambers, PO Box 217,
Apia,Samoa.
US$1,000 R&D and sales of RF
equipment
EVT Technology Co., Ltd. 1999.10.26 No. 68, Huaya 1st Road, Guishan
District,Taoyuan City
NT$90,000 Manufacturing of
vehicles andparts
Wei Da 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
Quantel Global Vietnam
Co., Ltd
2017.01.03 Floor 6th, HL Tower No. 6 Lane 82,
Duy Tan Road, Dich Vong Hau Ward,
Cau GiayDistrict,Hanoi,Vietnam
VND4,446,000 Testing and Measuring
Instruments Sales,
International Trade
Quantel Technologies 2016.10.05 K-13 Ground Floor,Lajpat Nagar-II, INR6,500 Sales of testingand
  • 106 -
India Pvt Ltd New Delhi 110024 measurement
instrument
Innovative Nanotech Inc. 2017.08.09 5, No. 6, Du Sing Rd, East District,
Hsinchu City,Taiwan
NT$78,360 Nanoparticles monitoring
equipment
Touch Cloud Co., Ltd. 2016.02.03 4, No. 148, Section 4, Zhongxiao East
Road, Da’an District, Taipei City,
Taiwan
NT$72,995 Cloud Platform
Development and IoT
System Integration
  1. Information of shareholders with corporate governance power while working in the Corporation: None.

  2. Overall business scope of every affiliated company

Overall business scope of every affiliated company of this Corporation primarily focus upon specialized manufacturing services for measurement instruments. There is also a small number of affiliated company that focus on investments in its scope of business. In general, specialization of work amongst affiliated company focus on mutual support in technology, production capacity, sales, and services to maximize synergy so that this Corporation could keep providing the best manufacturing services for professional measurement instruments for customers throughout the world and ensure this Corporation’s leadership in the global market.

  • 107 -

5. Directors, supervisors, and General Managers of Chroma ATE Inc. and affiliated company

December 31, 2017 December 31, 2017
Corporation name Title Name or representative Shares held
Number of shares Shareholding
percentage
Neworld Electronics Ltd. Director Chroma (Representatives: Leo Huang and
MingChang)

64,012,815 shares

100%
Chroma Electronics
(Shenzhen) Co., Ltd.
Director
Director
Director
General Manager
Neworld (Representative: Leo Huang)
Vincent Chen
Jackie Liao
Vincent Chen
(Note 1)
-
-
-




100%
-
-
-
Chroma Electronics
(Shanghai) Co., Ltd.
Director
Director
Director
General Manager
Neworld (Representative: Leo Huang)
Paul Ying
Vincent Chen
Paul Ying
(Note 1)
-
-
-




100%
-
-
-
Chroma ATE Inc.(USA) Director
Director
Director
I-Shih Tseng
Paul Ying
Yi-Shen Wang
Chroma holds
1,000,000 shares


100%
Chroma ATE Europe BV Director Chroma (Representatives:David Yang, Paul
Ying ,and I-Shih Tseng )

1,000 shares

100%
Chroma Germany GmbH Director Paul Ying (Chroma BV holds
30,000 shares)

100%
Chroma Investment Co.,
Ltd.
Director
Supervisor
Chroma (Representative: Ming Chang, Paul
Ying, Amy Huang)
Leo Huang

13,999,994 shares
-


100%
-
Chroma New Material
Corp.
Director
Supervisor
General Manager
Chroma (Representatives: Leo Huang, C.C.
Ho, Amy Huang)
Chroma (representative: Paul Ying)
C.C. Ho

25,000,000 shares
-


100%
-
Testar Electronics Corp. Director
Director
Supervisor
General Manager
Chroma (Representatives: Leo Huang, C.C.
Ho)
WI HARPER (Representative: Yung-kuang
Chu)
I-shih Tseng
C.C. Ho


20,159,600 shares
4,500,000 shares
-
350,000 shares




67.2%
15.0%
-
1.2%
Sensational HoldingLtd. Director Chroma(Representative: Leo Huang) 1,200,000 shares 100%
Chroma Systems
Solutions ,Inc.
Director
Director
Director
Fred Joseph Sabatine
Paul Ying
David Yang
120,000 shares
Chroma holds
120,000 shares
CHROMA USA holds
240,000 shares





25%
25%
50%
CHI Incorporation Ltd. Director Leo Huang (Chroma holds
3,830,000 shares)

100%
Chroma ATE (Suzhou)
Co., Ltd.
Director
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 holds
3,085,000 shares)

100%
Chroma (Shanghai)
TradingCo.,Ltd.
Director Chen Hwa (Representative: Leo Huang) (Note 1)
100%
San Eagle Development
Corp.
Director Chroma (Representative: Leo Huang) 2,050,000 shares
100%
Wei KuangMech Eng Director San Eagle(Rrepresentative: Leo Huang) 4,475,000 shares
100%
- 108 -
Corporation name Title Name or representative Shares held Shares held
Number of shares Shareholding
percentage
Inc.
Mou Kuan Technologies
(Nanjin) Co., Ltd.
Director
Director
Director
Wei Kuang (Representative: Leo Huang)
Chin-Fu Huang
AmyHuang
(Note 1)
-
-



100%
-
-
Wei Kuang Automation
(Nanjin) Co., Ltd.
Director
Director
Director
Wei Kuang (Representative: Leo Huang)
Chin-Fu Huang
AmyHuang
(Note 1)
-
-



100%
-
-
Wei Kuang Automation
(Xiamen) Co., Ltd.
Director
Director
Director
Wei Kuang (Representative: Leo Huang)
Chin-Fu Huang
AmyHuang
(Note 1)
-
-



100%
-
-
MAS Automation Corp. Director
Supervisor
General Manager
Chroma (Representative: Leo Huang, Chin-Fu
Huang, I-Shih Tseng)
Chroma (Representative: Amy Huang)
Chin-Fu Huang

10,000,000 shares
-


100%
-
Chroma Japan Corp. Director Leo Huang (Chroma holds
8,980 shares)

100%
Deep Red Holding Co.,
Ltd.
Director Leo Huang (Chroma holds
215,000 shares)

100%
Sajet System Technology
(Suzhou) Co., Ltd.
Director
Directors
Directors
Supervisor
General Manager
Deep Red Holding. (Representative: Joe Lin)
Arno Wu
Paul Ying
Amy Huang
Joe Lin
(Note 1)
-
-
-
-





100%
-
-
-
-
Adivic Technology
Co.,Ltd.
Director
Director
Supervisor
General Manager
Chroma (Representative: I-Shih Tseng, Leo
Huang)
AIT group (Representative: Frank Yeh)
Michael Sheu
Jason Huang

12,240,000 shares
11,760,000 shares
-
-




51%
49%
-
-
Adivic Holding
Corporation
Director ADIVIC Technology (Representative: I-shih
Tseng)

1,000,000 shares

100%
EVT Technology Co., Ltd. Director
Director
Director
Supervisor
General Manager
Leo Huang
Joey Chang
Tsun-I Wang
Chroma (Representative: Paul Ying)
Leo Huang
81,034 shares
1,147 shares
29,861 shares
6,644,039 shares
81,034 shares





0.9%
-
0.3%
73.8%
0.9%
Wei Da Electric Vehicle
Co., Ltd.
Director
Supervisor
General Manager
EVT (Representatives: Leo Huang, Huang
Yuqi, Joey Chang)
Bill Shiau
Leo Huang

375,000 shares
-
-



75%
-
-
Quantel Private Ltd. Director
Director
Chroma (Representative: Leo Huang, Paul
Ying)
YipHin Lay

1,914,000 shares
1,276,000 shares


60%
40%
Quantel Global Vietnam
Co.,Ltd
Director Phan Sy Dung Quantel Private
holds 100%


100%
Quantel Technologies
India Pvt Ltd
Director Yip Hin Lay Quantel Private
holds 64,999 shares


100%
Innovative Nanotech Inc. Director
Supervisor
General Manager
Chroma (Representatives: Leo Huang, I-Shih
Tseng, Tsun-I,Wang)
Amy Huang
Wu Boren

7,000,000 shares
-
-



89.3%
-
-
Touch Cloud Co., Ltd. Director Chroma(Representatives: Leo Huangand
5,700,000 shares

78.1%
  • 109 -
Corporation name Title Name or representative Shares held Shares held
Number of shares Shareholding
percentage
Director
Director
Director
Supervisor
Supervisor
Zhan Wenxuan)
Leadtek (Representative: Lu Kunshan)
Hexin Optoelectronics (Representative: Liao
Xianren)
Li Chengxun
National ticket venture (Representative:
Huang Zhiwen)
AmyHuang

499,500 shares
250,000 shares
360,000 shares
250,000 shares
-





6.8%
3.4%
4.9%
6.8%
-

Note 1: Limited liability Corporation

  • 110 -

6. Business operating conditions of Chroma ATE Inc. and its affiliated company

6. Business operating conditions of Chroma ATE Inc. and its affiliated company 6. Business operating conditions of Chroma ATE Inc. and its affiliated company 6. Business operating conditions of Chroma ATE Inc. and its affiliated company 6. Business operating conditions of Chroma ATE Inc. and its affiliated company 6. Business operating conditions of Chroma ATE Inc. and its affiliated company 6. Business operating conditions of Chroma ATE Inc. and its affiliated company 6. Business operating conditions of Chroma ATE Inc. and its affiliated company 6. Business operating conditions of Chroma ATE Inc. and its affiliated company 6. Business operating conditions of Chroma ATE Inc. and its affiliated company
December 31,2017. Unit: Thousand NT$
Corporation 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) 243,697 3,115,233 2,082,636 1,032,597 4,593,632
241,964

212,326

3.32
Chroma Electronics (Shenzhen)
Co.,Ltd.
114,210 1,435,101
854,220
580,882 1,826,131
162,028

129,943

Not
applicable
Chroma Electronics (Shanghai)
Co.,Ltd.
89,280
291,037

185,320
105,716
466,961

49,746

38,063

Not
applicable
Chroma ATE Inc.(USA) 29,760
773,075

615,726
157,349 1,365,230
26,042

40,769

40.77
Chroma Systems Solutions, Inc. 143
654,153

388,198
265,955
817,416

88,209

52,426

Not
applicable
Chroma Investment Co.,Ltd. 140,000
424,398

120
424,278
1,000

(231)
7,506
0.54
Chroma New Material Corp. 250,000 1,035,341
614,736
420,605 2,054,568
38,334

23,234

0.93
Chroma ATE Europe BV (Note 1) 1,614
460,747

297,710
163,037
434,885

28,959

18,553

Not
applicable
Chroma (Shanghai) Trading Co.,
Ltd.
80,352
89,492

3,830

85,662

13,950

(3,481)

(152)

Not
applicable
Chroma ATE (Suzhou) Co., Ltd. 113,088
561,285

358,298
202,987
736,988

37,389

33,556

Not
applicable
MAS Automation Corp. 100,000 2,336,205 1,475,530 860,675 2,504,014
717,074

609,624

60.96
Mou Kuan Technologies (Nanjin)
Co.,Ltd.
7,929
19,489

5,243

14,247

9,823

1,219

1,145

Not
applicable
Wei Kuang Automation (Nanjin)
Co.,Ltd.
54,191
538,549

280,385
258,164
171,940

25,001

42,960

Not
applicable
Wei Kuang Automation (Xiamen)
Co.,Ltd.
52,119
711,306

391,222
320,084
268,926

78,449

70,743

Not
applicable
Sajet System Technology (Suzhou)
Co.,Ltd.

38,227

65,368

4,461

60,907

64,905

8,648

15,237

Not
applicable
Testar Electronics Corp. 300,000
333,871

264,907

68,964

372,445

16,429

19,459

0.65
Chroma Japan Corp. 26,268
241,942

268,093
(26,151)
282,387

1,453

1,131

Not
applicable
Sensational HoldingLtd. 35,712
50,705

285

50,420

0

(1,057)
1,209
1.01
Chen Hwa TechnologyInc. 91,810
105,919

20
105,899
0

(390)
2,610
0.85
CHI Incorporation Ltd. 113,981
202,534

0
202,534
0

(27)
33,536
8.76
San Eagle Development Corp. 61,008
669,767

20
669,747
0

(91)
115,884
56.53
Wei KuangMech.Eng.Inc. 133,176
662,547

20
662,527
0

(111)
115,961
25.91
DeepRed HoldingCo.,Ltd. 6,398
60,772

0

60,772

0

(6)
12,609
58.65
Adivic TechnologyCo.,Ltd. 240,000
136,254

24,913
111,341
20,099

(48,333)
(55,499) (2.31)
Adivic HoldingCorporation 29,760
12,023

865

11,158

0

(5,825)
(5,811) (5.81)
EVT TechnologyCo.,Ltd. 90,000
46,757

16,058

30,699

2,320

(13,459)
(13,961) (1.55)
Wei Da Electric Vehicle Co.,Ltd. 5,000
1,272

1,219

53

0

(5)
18
0.04
Quantel Private Ltd.(Note 1) 71,009
213,600

62,596
151,004
283,931

13,413

10,797

3.38
Innovative Nanotech Inc. 78,360
121,789

45,916

75,873

0

(2,487)
(2,487) (0.32)
Touch Cloud Co., Ltd. 72,995
57,398

1,556

55,842

5,962

(10,222)
(2,123) (0.29)

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$29.76; HKD$1 = NT$ 3.807; EUR$ 1 = NT$ 35.57; RMB$ 1 = NT$ 4.565; JPY$ 1 = NT$ 0.264; SGD$ 1 = NT$ 22.26 The following lists the exchange rates for the profit and loss statement:

US$ 1 = NT$30.432; HKD$1 = NT$ 3.905; EUR$ 1 = NT$ 34.35; RMB $1 = NT$ 4.507; JPY$ 1 = NT$ 0.271; SGD $1 = NT$ 22.04

  • 111 -

  • (2) Consolidated financial statements of affiliated company

The corporation's “Guidelines for the Compilation of Business Reports Concerning Corporate Consolidation, Concerning Corporate Consolidated Financial Statements and Relationship Reports” for the 2017 (from January 1 to December 31, 2017) should be included in the corporation’s consolidated financial statements. The corporation and the subsidiaries that are included in the consolidated financial statements of the parent and subsidiary corporations in accordance with the International Financial Reporting Standards No. 10 are the same, and the disclosure of related information in the consolidated corporate financial statements has been disclosed in the previous consolidated financial statements of the parent and subsidiary corporations. Hence, consolidated financial statements of affiliated businesses were therefore not generated separately.

(3) Affiliation report

According to Article 369(12) of the Corporation Act, separate affiliation reports were not required for subsidiaries of this Corporation 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 Corporation 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$;shares;% Unit: Thousand NT$;shares;%
Subsidiary
Name
Actual
paid-in
capital
capital
capital
Shareholding
of this
Corporation
Date of
acquisition
or disposal
Quantity
and value
of shares
acquired
Quantity
and value
of shares
disposed
of

Return on
investment
gain or 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
Corporation
Loans
provided to
subsidiaries
by this
Corporation
Chroma
Investment
Co., Ltd.

140,000
Own
capital
100% 2017 0 0 0 1,915,579
shares
321,817
thousand
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$ 168 of April 10, 2018.

4. Other items that must be included: None.

  1. Any event that results in substantial impact upon the shareholders’ equity or prices of the Corporation’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.

  2. 112 -

Chroma ATE Inc. and Subsidiaries

Consolidated Financial Statements for the Years Ended December 31, 2017 and 2016 and Independent Auditors’ Report

  • 113 -

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, 2017 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 22, 2018

  • 114 -

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, 2017 and 2016, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2017 and 2016, 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, 2017 and 2016, and its consolidated financial performance and its consolidated cash flows for the years ended December 31, 2017 and 2016, 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 (FSC) of the Republic of China.

Basis for Opinion

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

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2017. 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.

  • 115 -

Key audit matters for the consolidated financial statements for the year ended December 31, 2017 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.

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 Group’s operation performance and financial status. We have performed the audit procedures, including reviewing the impairment assessment of property, plant and equipment prepared by the managements and assessing the rationale of underlying information used, to evaluate the appropriateness of the impairment indication assessment performed by the management.

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 adjust the product portfolio in response to the rapid change in the market and business fluctuation. The market competition or technique replacement may result in the risk of inventories becoming unmarketable or prices slump due to lack of demand in the market. As stated in Note 5, 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 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 Republic of China and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

  • 116 -

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

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

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

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

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

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

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

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

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

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

  7. 117 -

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, 2017 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 Cheng-Ming Lee and Wen-Chi Kuo.

Deloitte & Touche Taipei, Taiwan Republic of China February 22, 2018

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 and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally applied in the Republic of China.

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

  • 118 -

CHROMA ATE INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars)

ASSETS
CURRENT ASSETS
Cash and cash equivalents (Note 6)
Financial assets at fair value through profit or loss - current (Note 7)
Available-for-sale financial assets - current (Note 8)
Debt investments with no active market - current (Notes 10 and 32)
Notes receivable
Trade receivables, net (Note 11)
Trade receivables - related parties (Notes 11 and 31)
Construction contracts receivable (Note 12)
Inventories (Note 13)
Prepayments
Other current assets (Note 31)
Total current assets
NON-CURRENT ASSETS
Available-for-sale financial assets - non-current (Note 8)
Financial assets measured at cost - non-current (Note 9)
Investments accounted for using equity method (Note 15)
Property, plant and equipment (Notes 16, 24 and 32)
Goodwill (Note 17)
Other intangible assets (Note 18)
Deferred tax assets (Note 25)
Prepayments for land and equipment (Note 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)

Notes payable

Notes payable - related parties (Note 31)

Trade payables

Trade payables - related parties (Note 31)

Construction contracts payable (Note 12)

Other payables (Note 21)

Current tax liabilities (Note 25)

Receipts in advance

Current portion of long-term borrowings (Notes 19 and 32)

Other current liabilities


Total current liabilities


NON-CURRENT LIABILITIES

Bonds payable (Note 20)

Long-term borrowings (Notes 19 and 32)

Deferred tax liabilities (Note 25)

Net defined benefit liabilities (Note 22)

Guarantee deposits received


Total non-current liabilities


Total liabilities


EQUITY ATTRIBUTABLE TO OWNERS OF THE CORPORATION (Note 23)

Ordinary share capital

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
2017
Amount
%
$ 5,076,411
23
8,794
-
1,043,387
5
899,368
4
249,785
1
3,717,254
17
47,702
-
202,535
1
2,431,074
11
265,944
1

163,530

1
14,105,784

64
268,582
1
193,571
1
641,567
3
2,664,584
12
225,408
1
52,628
-
230,408
1
3,505,669
16
27,439
-
6,489
-

95,483

1

7,911,828

36
$ 22,017,612
100
$ 471,638
2
298,289
1
17,502
-
2,575,261
12
39,434
-
552,527
3
1,166,453
5
308,357
2
247,122
1
1,216,042
6

30,276

-

6,922,901

32
99,703
-
1,061,693
5
303,822
1
165,826
1

838

-

1,631,882

7

8,554,783

39

4,118,942

19

3,187,289

14
1,896,570
9
86,888
-

3,988,838

18

5,972,296

27

(12,134)

-

(35,714)

-
13,230,679
60

232,150

1
13,462,829

61
$ 22,017,612
100
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
853,070
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

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

  • 119 -

CHROMA ATE INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUE (Notes 12 and 31)
Sales

Less: Sales returns
Sales allowances

Net operating revenue
OPERATING COSTS (Notes 13, 24 and 31)

GROSS PROFIT
REALIZED GAIN ON TRANSACTIONS WITH
ASSOCIATES AND JOINT VENTURES

REALIZED GROSS PROFIT

OPERATING EXPENSES (Note 24 )
Selling and marketing expenses
General and administrative expenses
Research and development expenses

Total operating expenses

OPERATING INCOME

NON-OPERATING INCOME AND EXPENSES
Interest income
Rental income (Note 31)
Dividend income
Other income
Finance costs (Note 24)
Gain on disposal of property, plant and equipment,
net
Gain on disposal of investments, net
Valuation gain on financial assets (liabilities) at fair
value through profit or loss, net
Other expenses
Exchange loss, net (Note 34)
Impairment loss on financial assets (Note 9)
Share of profits of associates and joint ventures, net
(Note 15)

Total non-operating income and expenses
2017
Amount
%
$ 15,089,109 101
(15,133)
-

(172,630)
(1)

14,901,346 100

7,832,539
53

7,068,807 47

65

-


7,068,872
47

1,857,495 13
955,913
6

1,212,383

8


4,025,791
27


3,043,081
20

35,090
-
22,356
-
27,610
-
82,399
1
(22,782)
-
3,141
-
15,050
-
1,858
-
(1,194)
-
(133,637) (1)
(109)
-

49,204

1


78,986

1
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

19,323
-

22,487
-

52,101
-

22,888
-

(42,052)
-

1,126
-

2,442
-

2,219
-

(3,140)
-

(110,497) (1)

-
-

61,979

1

28,876

-
(Continued)
  • 120 -

CHROMA ATE INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

PROFIT BEFORE INCOME TAX

INCOME TAX EXPENSE (Note 25)

NET PROFIT FOR THE YEAR

OTHER COMPREHENSIVE INCOME (LOSS)
Items that will not be reclassified subsequently to
profit or loss:
Remeasurement of defined benefit plans
Share of the other comprehensive income (loss) of
associates and joint ventures accounted for
using equity method
Items that may be reclassified subsequently to profit
or loss
Exchange differences on translating foreign
operations
Unrealized loss on available-for-sale financial
assets
Share of the other comprehensive income of
associates and joint ventures accounted for
using equity method

Total other comprehensive income (loss), net of
tax

TOTAL COMPREHENSIVE INCOME

NET PROFIT ATTRIBUTABLE TO:
Owners of the Corporation

Non-controlling interests


COMPREHENSIVE INCOME ATTRIBUTABLE TO:
Owners of the Corporation

Non-controlling interests


EARNINGS PER SHARE (NT$; Note 26)
Basic
Diluted
2017
Amount
%
$ 3,122,067 21

573,244

4


2,548,823
17

(7,289)
-
251
-
(69,618) (1)
(53,513)
-

(8,059)

-


(138,228)
(1)

$ 2,410,595
16

$ 2,558,401 17

(9,578)

-

$ 2,548,823
17

$ 2,425,174 16

(14,579)

-

$ 2,410,595
16

$6.41
$6.18
2016



























Amount
%
$ 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
$ 1,719,935 15

(24,369)

-
$ 1,695,566
15
$ 1,501,612 13

(29,198)

-
$ 1,472,414
13
$4.53
$4.23

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

  • 121 -

CHROMA ATE INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars, Except Dividends Per Share)

BALANCE AT JANUARY 1, 2016

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 equity method
Net profit (loss) for the year ended December 31,
2016
Other comprehensive income (loss) for the year
ended December 31, 2016

Total 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

BALANCE AT DECEMBER 31, 2016
Appropriation of the 2016 earnings
Legal reserve
Cash dividends - NT$3.3 per share
Other changes in capital surplus
Change in capital surplus from investments in
associates and joint ventures accounted for
using equity method
Net profit (loss) for the year ended December 31,
2017
Other comprehensive income (loss) for the year
ended December 31, 2017

Total comprehensive income (loss) for the year
ended December 31, 2017

Conversion of convertible bonds
Adjustment of capital surplus for corporation's
cash dividends received by subsidiaries
Share-based payment transaction
Buy-back of treasury shares
Cancelation of treasury shares
Increase in non-controlling interests

BALANCE AT DECEMBER 31, 2017
Equity Attributable to O Equity Attributable to O **wners of the Corporation ** Non-controlling
Total Equity
Interests
$ 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
-
-
(1,314,425 )
-
(8,326 )
-
2,558,401
(9,578 )

(133,227)

(5,001)


2,425,174

(14,579)

1,302,968
-
6,170
-
202,614
-
(123 )
-
-
-

-

75,505

$ 13,230,679
$ 232,150
Total Equity
$ 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
-
(1,314,425 )
(8,326 )
2,548,823

(138,228)

2,410,595
1,302,968
6,170
202,614
(123 )
-

75,505
$ 13,462,829
Ordinary Share
Capital
Capital Surplus
$ 3,791,699
$ 1,302,269

-
-
-
-
-
27,978
-
-

-

-


-

-

59,823
326,205
47,350
299,162
-
4,545

-

-

3,898,872
1,960,159
-
-
-
-
-
(8,326 )
-
-

-

-


-

-

201,515
1,101,453
-
6,170
18,678
127,833
-
-
(123 )
-

-

-

$ 4,118,942
$ 3,187,289
Retained Earnings Total

$ 3,952,185

-
(910,200 )
-
1,719,935

(26,645)


1,693,290

-
-
-

-

4,735,275
-
(1,314,425 )
-
2,558,401

(6,955)


2,551,446

-
-
-
-
-

-

$ 5,972,296
Other Equity Total
Treasury Shares
$ 399,665
$ (35,714 )

-
-
-
-
-
-
-
-

(191,678)

-


(191,678)

-

-
-
(149,952 )
-
-
-

-

-

58,035
(35,714 )
-
-
-
-
-
-
-
-

(126,272)

-


(126,272)

-

-
-
-
-
56,103
-
-
(123 )
-
123

-

-

$ (12,134)
$ (35,714)
Exchange
U
Differences on
Translating
A
Foreign Operations
F
$ 127,968

-
-
-
-

(152,882)


(152,882)

-
-
-

-

(24,914 )
-
-
-
-

(72,719)


(72,719)

-
-
-
-
-

-

$ (97,633)
nrealized Gain
(Loss) on
vailable-for- sale
Unearned
inancial Assets
Employee Benefit
$ 271,697
$ -

-
-
-
-
-
-
-
-

(38,796)

-


(38,796)

-

-
-
-
(149,952 )
-
-

-

-

232,901
(149,952 )
-
-
-
-
-
-
-
-

(53,553)

-


(53,553)

-

-
-
-
-
-
56,103
-
-
-
-

-

-

$ 179,348
$ (93,849)







Unappropriated
Legal Reserve
Special Reserve
Earnings
$ 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
171,994
-
(171,994 )
-
-
(1,314,425 )
-
-
-
-
-
2,558,401

-

-

(6,955)


-

-

2,551,446

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

-

-

-

$ 1,896,570
$ 86,888
$ 3,988,838

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

  • 122 -

CHROMA ATE INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax

Adjustments for:
Depreciation
Amortization
Provision (reversal of provision) for bad debts expense
Net gain on fair value changes of financial assets (liabilities)
designated as at fair value through profit or loss
Finance costs
Interest income
Dividend income
Compensation costs of share-based payment
Share of profit of associates and joint ventures accounted for using
equity method
Gain on disposal of property, plant and equipment, net
Gain on disposal of investments, net
Impairment loss on financial assets
(Reversal of impairment) impairment loss on non-financial assets
Realized gain on transactions with associates and joint ventures
Net loss on foreign currency exchange
Net changes in operating assets and liabilities
Notes receivable
Trade receivables
Construction contracts receivable
Inventories
Prepayments
Other current assets
Notes payable
Trade payables
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
Payments to acquire financial assets at fair value through profit or loss
Proceeds from disposal of financial assets at fair value through profit
or loss
Payments to acquire available-for-sale financial assets
Proceeds from disposal of available-for-sale financial assets
2017
$ 3,122,067

310,239
3,552
43,667
(1,858)
22,782
(35,090)
(27,610)
121,593
(49,204)
(3,141)
(15,050)
109
(38,384)
(65)
186,671
(188,016)
(910,358)
12,281
(590,366)
(189,529)
(42,662)
257,395
643,218
322,669
269,406
(43,652)
(818)
(9,729)

3,170,117
(420,756)

2,749,361


-
1,000
(556,000)
1,809,889
2016
$ 2,042,057
336,514
2,849
(4,675)

(2,219)
42,052

(19,323)

(52,101)
86,941

(61,979)

(1,126)

(2,442)
-

16,619

(203)
39,114

19,252

(550,370)
(38,953)

(413,050)

7,361

(19,653)
35,622
626,284
(25,360)
193,355

60,819

(13,817)

(7,406)
2,296,162

(295,067)

2,001,095
(229)
-

(650,000)
423,410
(Continued)

123

CHROMA ATE INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars)

Payments to acquire debt investments with no active market

Proceeds from disposal of debt investments with no active market
Proceeds from disposal financial assets measured at cost
Cash returned of capital reduction of financial assets measured at cost
Payments to acquire investments accounted for using equity method
Increase in prepayments for investments
Payments for property, plant and equipment
Proceeds from disposal of property, plant and equipment
(Increase) decrease in refundable deposits
Payments to acquire intangible assets
Net cash inflows (outflows) from business combination
(Increase) decrease in other non-current assets
Increase in prepayments for equipment
Interest received
Dividends received

Net cash generated from (used in) investing activities

CASH FLOWS FROM FINANCING ACTIVITIES
Increase (decrease) in short-term borrowings
Proceeds from long-term borrowings
Repayments of long-term borrowings
Increase in guarantee deposits
Cash dividends paid

Exercise of employee stock options
Payments for buy-back of ordinary shares
Interest paid
Increase in non-controlling interests
Proceeds from issuance of employee restricted shares

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 AT THE BEGINNING OF THE
YEAR

CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR
2017
$ (522,222)
-
2,552

23,111
-
(6,489)
(178,674)
20,592
(7,219)
(3,158)
3,514
(66,735)
(469,319)
39,690
71,834

162,366

281,772
900,000
(847,748)
-
(1,314,207)
79,128
(123)
(42,109)
57,502
1,850

(883,935)

(101,351)

1,926,441
3,149,970

$ 5,076,411
2016
$ -
163,274
1,521
9,587
(82,821)

(20,000)

(201,999)
29,306

19,791

-
(56,249)

16,728

(891,976)
21,203

110,904
(1,107,550)
(122,606)
770,000

(14,951)
3

(907,953)
80,049

-

(39,795)
53,225

31,000

(151,028)

(81,836)
660,681

2,489,289
$ 3,149,970

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

(Concluded)

124

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

CHROMA ATE INC. AND SUBSIDIARIES

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 consolidated financial statements are presented in the Corporation’s functional currency, 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 22, 2018.

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

  • a. Initial application of the 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) (collectively, the “IFRSs”) endorsed and issued into effect by the Financial Supervisory Commission (FSC)

Except for the following, the initial application of the amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IFRSs endorsed and issued into effect by the FSC did not have any material impact on the Group’s accounting policies:

  • 1) Amendment to IFRS 2 “Share-Based Payment” in Annual Improvements to IFRSs of 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 Corporation or another entity in the same group or the market price of the equity instruments of the Corporation 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 are accounted for differently, and the aforementioned amendment should be applied prospectively to those share-based payments granted on or after January 1, 2017. Refer to Note 27 for information on the share-based payments granted in 2017.

  • 125 -

  • 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 and issued into effect by the FSC. In addition, as a result of the post implementation review of IFRSs in Taiwan, the amendments also include an emphasis on certain recognition and measurement considerations and add requirements for disclosures of related party transactions and goodwill.

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

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

The retrospective application of the amendments on January 1, 2017 enhanced the disclosures of related party transaction. Refer to Note 31 for related disclosures.

  • b. The Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IFRSs endorsed by the FSC for application starting from 2018
New IFRSs
Annual Improvements to IFRSs 2014-2016 Cycle

Amendments 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”

IFRS 15 “Revenue from Contracts with Customers”

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

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
January 1, 2018
January 1, 2018
January 1, 2017
January 1, 2017
January 1, 2018
January 1, 2018

Note 1: Unless stated otherwise, the above New IFRSs are effective for annual periods beginning on or after their respective effective dates.

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

  • 126 -

The initial application of the above New IFRSs, whenever applied, would not have any material impact on the Group’s accounting policies, except for the following:

IFRS 9 “Financial Instruments” and related amendment -

Classification, measurement and impairment of financial assets

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

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

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

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

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

Based on the facts and circumstances of the Group’s financial assets as at December 31, 2017, the Group has performed a preliminary assessment of the impact of IFRS 9 on the classification and measurement of financial assets. Under IFRS 9:

  • 1) Listed shares, emerging market shares, and unlisted shares classified as available-for-sale will be classified as at fair value through profit or loss or designated as at fair value through other comprehensive income. When it is designated as at fair value through other comprehensive income, the fair value gains or losses accumulated in other equity will be transferred directly to retained earnings instead of being reclassified to profit or loss on disposal. Besides this, unlisted shares measured at cost will be measured at fair value instead;

  • 2) Mutual funds classified as available-for-sale will be classified as at fair value through profit or loss because the contractual cash flows are not solely payments of principal and interest on the principal outstanding and they are not equity instruments;

  • 3) Investments classified as debt investments with no active market and measured at amortized cost will be classified as measured at amortized cost under IFRS 9 because, on initial recognition, the contractual cash flows that are solely payments of principal and interest on the principal outstanding and these investments are held within a business model whose objective is to collect contractual cash flows.

  • 127 -

IFRS 9 requires impairment loss on financial assets to be recognized by using the “Expected Credit Losses Model”. A loss allowance is required for financial assets measured at amortized cost, investments in debt instruments 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 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.

The Group elects not to restate prior reporting periods when applying the requirements for the classification, measurement and impairment of financial assets under IFRS 9 and will provide the disclosures related to the classification and the adjustment information upon initial application of IFRS 9.

The anticipated impact of retrospective application of the requirements for the classification, measurement and impairment of financial assets is set out below:

Carrying Adjustments Adjustments Adjusted
Amount, Arising from Carrying
December 31, Initial Amount,
2017 Application January 1, 2018
Impact on assets, liabilities and equity
Financial assets at fair value through profit or
loss - current
$
8,794
$ 1,043,387 $ 1,052,181
Available-for-sale financial assets - current 1,043,387
(1,043,387)
-
Financial assets measured at amortized cost -
current - 899,368 899,368
Debt investments with no active market -
current 899,368 (899,368)
-
Financial assets at fair value through profit or
loss - non-current - 6,013 6,013
Financial assets at fair value through other
comprehensive income - non-current - 564,031 564,031
Available-for-sale financial assets - non-
current 268,582 (268,582)
-
Financial assets measured at cost - non-
current 193,571 (193,571)
-
Investments accounted for using equity
method
641,567
(245)
641,322
$ 3,055,269
$
107,646
$ 3,162,915
Unappropriated earnings 3,988,838 135,130 4,123,968
Other equity
(12,134)
(27,484)
(39,618)
$ 3,976,704
$
107,646
$ 4,084,350
  • 128 -

Except for the above impacts, the Group had assessed that the application of above standards and interpretations and believed it would not have any material impact on the Group’s financial position and financial performance.

  • b. New IFRSs in issue but not yet endorsed and issued into effect by the FSC
New IFRSs
Annual Improvements to IFRSs 2015-2017 Cycle

Amendments to IFRS 9 “Prepayment Features with Negative
Compensation”

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

IFRS 16 “Leases”

IFRS 17 “Insurance Contracts”

Amendments to IAS 19 “Plan Amendment, Curtailment or
Settlement”

Amendments to IAS 28 “Long-term Interests in Associates and
Joint Ventures”

IFRIC 23 “Uncertainty Over Income Tax Treatments”
Effective Date
Announced by IASB (Note
1)
January 1, 2019
January 1, 2019
To be determined by IASB
January 1, 2019 (Note 2)
January 1, 2021
January 1, 2019 (Note 3)
January 1, 2019
January 1, 2019
  • Note 1: Unless stated otherwise, the above New IFRSs are effective for annual periods beginning on or after their respective effective dates.

  • Note 2: On December 19, 2017, the FSC announced that IFRS 16 will take effect starting from January 1, 2019.

  • Note 3: The Group shall apply these amendments to plan amendments, curtailments or settlements occurring on or after January 1, 2019.

  • 1) IFRS 16 “Leases”

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

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

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

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

  • 129 -

2) Annual Improvements to IFRSs 2015-2017 Cycle

Several standards, including IFRS 3, IFRS 11, IAS 12 and IAS 23 “Borrowing Costs”, were amended in this annual improvement. IAS 23 was amended to clarify that, if any specific borrowing remains outstanding after the related asset is ready for its intended use or sale, that borrowing becomes part of the funds that an entity borrows generally when calculating the capitalization rate on general borrowings. The amendment shall be applied prospectively.

  • 3) Amendments to IAS 19 “Plan Amendment, Curtailment or Settlement”

The amendments stipulate that, if a plan amendment, curtailment or settlement occurs, the current service cost and the net interest for the remainder of the annual reporting period are determined using the actuarial assumptions used for the remeasurement of the net defined benefit liabilities (assets). In addition, the amendments clarify the effect of a plan amendment, curtailment or settlement on the requirements regarding the asset ceiling. The amendment shall be applied prospectively.

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

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 and net defined benefit liabilities which are measured at the present value of the defined benefit obligation less the fair value of plan assets.

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 an 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 an asset or liability.

Classification of Current and Noncurrent Assets and Liabilities

Current assets include:

a.Assets held primarily for the purpose of trading;

b.Assets expected to be realized within 12 months after the reporting period; and

  • 130 -

c.Cash and cash equivalents unless the asset is restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period.

Current liabilities include:

a.Liabilities held primarily for the purpose of trading;

b.Liabilities due to be settled within 12 months after the reporting period; and

c.Liabilities for which the Group does not have an unconditional right to defer settlement for at least 12 months after the reporting period.

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

Basis of Consolidation

The consolidated financial statements incorporate the financial statements of the Corporation and the 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 dates of acquisitions up to the effective dates of disposals, 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 Corporation and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.

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

Refer to Note 14, Tables 8 and 9 for the detail information of subsidiaries, including the equity interest and main business.

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.

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.

  • 131 -

Foreign Currencies

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

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

Non-monetary items measured at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Exchange differences arising 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.

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 currencies 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, or an associate that includes a foreign operation of which the retained interest becomes a financial asset), 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.

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

Inventories

Inventories consist of raw materials, semifinished goods, work-in-process, finished goods 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.

  • 132 -

Investments in Associates and Joint Ventures

An associate is an entity over which the Group has significant influence and which is neither a subsidiary nor an interest in a joint venture. Joint venture is a joint arrangement whereby the Group and other parties that have joint control of arrangement have right 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. The Group also recognizes the changes in the Group’s share of equity of associates and joint venture attributable to the Group.

Any excess of the cost of acquisition over the Group’s share of the net fair value of the identifiable assets and liabilities of an associate 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 an 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 capital surplus from investments in associates and joint ventures accounted for using equity method. If the Group’s ownership interest is reduced due to its additional subscription of the new shares of the 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 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 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.

  • 133 -

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 that interests in the associate and the joint venture are not related to the Group.

Property, Plant and Equipment

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

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

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

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

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.

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 the 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.

  • 134 -

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.

Impairment of Tangible and Intangible Assets Other Than Goodwill

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

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

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

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

Financial Instruments

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

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issuance 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.

a.Financial assets

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

  • 135 -

1) 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.

  • a) Financial assets at fair value through profit or loss

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

  • 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 measured 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 equivalents, 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 equivalents includes time deposits with original maturities within 3 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.

  • 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, 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

  • 136 -

affected.

For financial assets carried at amortized cost, such as trade receivables, such assets are assessed for impairment on a collective basis even if they were assessed not to be impaired individually. Objective evidence of impairment for a portfolio of receivables could include the Group’s past experience of collecting payments, an increase in the number of delayed payments in the portfolio past the average credit period, 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 those financial assets 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 is 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 measured at cost, the amount of the impairment loss is measured as the difference between the asset’s carrying amount and the present value of 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 trade receivables and other receivables are considered uncollectible, they are written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against the allowance account. Changes in the carrying amount of the allowance account are recognized in profit or loss except for uncollectible trade receivables that are written off against the allowance account.

3) 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.

  • 137 -

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 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, issuance or cancellation of the Corporation’s own equity instruments.

  • c. Financial liabilities

  • 1) Subsequent measurement

Except for financial liabilities at fair value through profit or loss, all the financial liabilities are measured at amortized cost using the effective interest method.

Financial liabilities at fair value through profit or loss 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 30.

  • 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 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.

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.

  • 138 -

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.

Warranty Provisions

Provisions are measured at the best estimate of the discounted cash flows of the consideration required to settle present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. Provisions for the expected cost of warranty obligations are recognized at the date of sale of the relevant products at the management’s best estimate of the expenditure required to settle the obligations.

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.

  • a. Sale of goods

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

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

  • 2) The Group 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 Group; and

  • 5) 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.

  • 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 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 effective interest rate applicable.

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.

  • 139 -

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 receipt in advance. Amounts billed for work performed but not yet paid by the customer are recognized as trade receivables in the consolidated balance sheet.

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 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 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 receivable as compensation 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.

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 expenses when employees have rendered service entitling them to the contributions.

  • 140 -

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 net interest on the net defined benefit liability (asset) are recognized as employee benefits expense in the period they occur. Remeasurement, comprising actuarial gains and losses and the return on plan assets (excluding interest), is recognized in other comprehensive income in the period in which it occurs. Remeasurement recognized in other comprehensive income is reflected immediately in retained earnings and will not be reclassified to profit or loss.

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

Share-based Payment Arrangements

Employee share options and restricted shares for employees granted to employee 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 and other equity - unearned employee benefits. It is recognized as an expense in full at the grant date if vested immediately.

When restricted shares for employees are issued, other equity - unearned employee benefits are 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 the expense reflects the revised estimate, with a corresponding adjustment to the capital surplus - employee share options and capital surplus - restricted shares for employees.

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 to the extent that taxable profits will be available against which those deductible temporary differences can be utilized.

  • 141 -

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. 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 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 Group 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.

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 estimates are revised if the revision affects only that period or in the period of the revision and future periods if the revisions affect both current and future periods.

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

In the valuation of assets for impairment, 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

The net realizable value of inventories is the estimated selling price in the ordinary course of business less the estimated costs of completion and disposal. The estimation of net realizable value was based on current market conditions and the historical experience with product sales of a similar nature. Changes in market conditions may have a material impact on the estimation of net realizable value.

  • 142 -

6. CASH AND CASH EQUIVALENTS

Cash on hand

Checking accounts and demand deposits

Cash equivalents
Time deposits with maturities less than 3 months
Repurchase agreements collateralized by bonds

December 31 December 31



2017
$ 5,439

4,251,592

819,380
-

$ 5,076,411
2016
$ 6,098
2,768,658
245,315
129,899
$ 3,149,970

7. FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS

Financial assets at FVTPL-current
Nonderivative financial assets
Domestic listed stocks
Investment in debt instrument
Derivative instruments
Call and put option of convertible bonds payable (Note 20)
December 31
2017
$ 8,763
-
8,763
31
$ 8,794
2016
$ 7,453
983
8,436
725
$ 9,161

8. AVAILABLE-FOR-SALE FINANCIAL ASSETS

Current
Domestic open-end beneficiary certificates

Non-current
Domestic listed stocks
December 31 December 31

2017
$ 1,043,387

$ 268,582
2016
$ 2,291,504
$ 314,233

9. FINANCIAL ASSETS MEASURED AT COST - NON-CURRENT

Domestic unlisted common stocks

Foreign unlisted common stocks
Foreign open-end beneficiary certificates


Classification by measurement of financial instruments
Available-for-sale financial assets
December 31 December 31



2017
$ 157,762

25,657
10,152

$ 193,571

$ 193,571
2016
$ 162,131
26,366
10,152
$ 198,649
$ 198,649
  • 143 -

The above investments were measured at cost less impairment at the balance sheet date. Management believed the fair value of these investments could not be estimated reliably because the range of reasonable fair value estimates was significant and the probabilities of various estimates could not be reasonably assessed.

In order to expand the market of biotechnology equipment, the Group’s board of directors resolved to invest in TFBS Bioscience Inc. of $20,000 thousand in November 2016.

10. DEBT INVESTMENTS WITH NO ACTIVE MARKET - CURRENT

Time deposits with maturities more than 3 months

Pledge deposits (Note 32)

December 31 December 31


2017
$ 407,921

491,447

$ 899,368
2016
$ 372,437
6,078
$ 378,515

11. TRADE RECEIVABLES

Trade receivables

Less: Allowance for impairment loss


Trade receivables - related parties

December 31 December 31




2017
$ 3,844,961

(127,707)

3,717,254

47,702

$ 3,764,956
2016
$ 3,159,134
(170,361)
2,988,773
7,890
$ 2,996,663

The average credit period for sales of goods is 60 to 90 days from the date when the goods were inspected and accepted by customers, and no interest was charged on trade receivables. In determining the recoverability of a trade receivable, the Group considered any change in the credit quality of the trade receivable since the date when credit was initially granted to the end of the reporting period. Allowances for impairment loss are based on the estimated irrecoverable amounts determined by reference to past default experience of the counterparties and an analysis of their current financial position.

Past due but not impaired trade receivables are trade receivables balances that were past due at the end of the reporting period but allowance for impairment loss was not recognized because their credit quality remained satisfactory and the amounts were still considered recoverable. The Group does not hold any collateral or other credit enhancements for these balances.

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 irregularly every year. Most of the trade receivables that are neither past due nor impaired have the best credit score under the external credit scoring system used by the Group.

  • 144 -

The aging of receivables was as follows:

Less than 60 days

61-180 days
Over 180 days

December 31 December 31


2017
$ 3,083,281

429,499
332,181

$ 3,844,961
2016
$ 2,536,446
396,642
226,046
$ 3,159,134

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

The aging 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


2017
$ 447,305

415,515
231,913

$ 1,094,733
2016
$ 381,176
385,443
131,886
$ 898,505

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

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

Individually
Assessed for
Impairment
Collectively
Assessed for
Impairment
Balance at January 1, 2016
$ 152,272
$ 33,405

Add: Impairment losses recognized
(reversed) on receivables
(18,529)
13,854
Add: Addition through business
combinations (Note 28)
-
1
Less: Amounts written off during the year
as uncollectible
(3,057)
(2,261)
Reclassification of impairment loss from
collective assessment to individual
assessment
9,804
(9,804)
Foreign exchange translation gains

(4,794)

(530)

Balance at December 31, 2016
$ 135,696
$ 34,665

Balance at January 1, 2017
$ 135,696
$ 34,665

Add: Impairment losses recognized on
receivables
2,407
41,260
Less: Amounts written off during the year
as uncollectible
(83,378)
(401)

Reclassification of impairment loss from
collective assessment to individual
assessment
31,071
(31,071)
Foreign exchange translation gains

(1,017)

(1,525)

Balance at December 31, 2017
$ 84,779
$ 42,928
Total
$ 185,677
(4,675)
1
(5,318)
-
(5,324)
$ 170,361
$ 170,361
43,667
(83,779)
-
(2,542)
$ 127,707
  • 145 -

The allowance for impairment loss assessed individually on customers in liquidation or in severe financial difficulties amounted to $84,779 thousand and $135,696 thousand as of December 31, 2017 and 2016, respectively. The Group did not hold any collateral over these balances.

12. CONSTRUCTION CONTRACTS RECEIVABLE (PAYABLE)

Construction contracts receivable
Construction costs incurred plus recognized profits (less
recognized losses) to date

Less: Progress billings

Due from customers for construction contracts

Construction contracts payable
Progress billings

Less: Construction costs incurred plus recognized profits less
recognized losses to date

Due to customers for construction contracts

Receipts in advance
December 31 December 31






2017
$ 316,677

(114,142)

$ 202,535

$ 1,149,807

(597,280)

$ 552,527

$ 10,434
2016
$ 217,326
(2,510)
$ 214,816
$ 346,218
(116,360)
$ 229,858
$ -

The Group recognized construction contract revenue of $2,538,348 thousand and $382,288 thousand for the years ended December 31, 2017 and 2016, respectively.

13. INVENTORIES

Finished goods

Semi-finished products
Work in process
Raw materials
Inventory in transit

December 31 December 31


2017
$ 482,724

390,533
686,539
842,094
29,184

$ 2,431,074
2016
$ 494,715
342,056
472,453
597,017
255
$ 1,906,496

The cost of inventories recognized as cost of goods sold for the years ended December 31, 2017 and 2016 was $6,280,658 thousand and $5,689,455 thousand, respectively. Cost of goods sold included the reversal of inventory write-downs of $38,384 thousand and inventory write-downs of $16,619 thousand, respectively.

  • 146 -

14. SUBSIDIARIES

Subsidiaries 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 Electronics 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.
Innovative Nanotech Incorporated
Monitoring instruments of nanoparticles
Touch Cloud Incorporation
Development of could platform and Internet of
Things systems
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.
Adivic Holding Corporation
Sale and research of RF device
Quantel Private Ltd.
Quantel Technologies India Private Ltd.
Sale and maintenance of test instruments, etc.
Quantel Global Vietnam Co., Ltd.
Sale and maintenance of test instruments, etc.
Chroma ATE Europe B.V.
Chroma Germany GmbH
Sale and maintenance of electronic test
instruments, etc.
Percentage of Ownership
as of December 31
2017
2016
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,
2017, 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
73.8
53.2
Note 3
60.0
60.0
Note 4
89.3
-
Note 5
78.1
-
Note 6
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
100.0
100.0
100.0
-
Note 7
100.0
-
Note 7
100.0
-
Note 8
  • Note 1: The Corporation and the Corporation’s subsidiary, Chroma USA, held 75% equity interest in Chroma Systems Solutions, Inc.

  • Note 2: In April 2017, Adivic Technology Co. (“Adivic”) decreased its capital by $140,000 thousand to make up for losses and increased its capital by cash injection of $100,000 thousand to strengthen its financial structure. The Corporation’s board of directors decided to participate in the capital injection at the same percentage as originally owned. The Corporation’s equity interest in Adivic remained the same.

  • Note 3: In December 2017, EVT Technology Co., Ltd. (“EVT”) increased its capital by cash injection of $40,000 thousand to strengthen its financial structure. The Corporation’s board of directors participated in the capital injection. The Corporation’s equity interest in EVT rose to 73.8% after the cash injection.

  • 147 -

  • Note 4: To expand its market share and spread its sales network in Southeast Asia, the Corporation’s board of directors resolved in December 2015 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 response to the demand for new-generation solutions and to provide customer with most advanced electronic test service, the Corporation’s board of directors resolved in July 2017 to invest in Innovative Nanotech Incorporated. In December 2017, Innovative Nanotech Incorporated increased its capital by cash injection of $50,000 thousand. The Corporation participated in the cash injection and held 89.3% equity as of December 31, 2017.

  • Note 6: To strengthen and integrate the software research capability of product lines and raise marketing opportunities, the Corporation’s board of directors resolved to participate in the cash injection of Touch Cloud Incorporation and acquired equity interest of 78.1%. Refer to Note 28 for details of the investment in Touch Cloud Incorporation.

  • Note 7: To lay out sales network in Southeast Asia, Quantel Private Ltd. resolved to set up Quantel Technologies India Private Ltd. and Quantel Global Vietnam Co., Ltd. in the fourth quarter of 2017 to be engaged in the sale of test instruments.

  • Note 8: Chroma ATE Europe B.V. resolved to set up Chroma Germany GmbH in the fourth quarter of 2017 to be engaged in the sale and maintenance of electronic instruments.

15. INVESTMENTS ACCOUNTED FOR USING EQUITY METHOD

Investments in associates

Investments in joint ventures

December 31 December 31


2017
$ 623,941

17,626

$ 641,567
2016
$ 623,904
17,593
$ 641,497

a.Investments in associates

Associates that are not
individually material
Adlink Technology Inc.

Dynascan Technology Corp.

December 31 December 31 December 31
2017
Amount
Percentage
of Equity
Interest (%)
$ 529,538
11.3

94,403
27.3

$ 623,941
2016





Amount
Percentage
of Equity
Interest (%)
$ 535,490
11.3
88,414
27.3
$ 623,904
  • 148 -

Aggregate information of associates that are not individually material:

The Corporation’s share of:
Profit from continuing operations
Other comprehensive loss
Total comprehensive income for the year
For the Years
December
Ended
31


2017
$ 49,171

(7,808)

$ 41,363
2016
$ 61,891
(25,820)
$ 36,071

Refer to Table 8 “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.

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
2017
$ 1,568,144
2016
$ 1,497,088

Except for Adlink Technology Inc., the investments in associates accounted for using equity method and the share of profit or loss and other comprehensive income of those investments were calculated based on financial statements which have been audited. Management believes there is no material impact on the equity method accounting or the calculation of the share of profit or loss and other comprehensive income from the financial statements of Adlink Technology Inc., which have not been audited.

b.Investment in joint venture

Joint venture that is not
individually material
Chih Ho Shun Development
Co., Ltd.
December 31 December 31 December 31
2017
Amount
Percentage
of Equity
Interest (%)
$ 17,626
35.0
2016

Amount
Percentage
of Equity
Interest (%)
$ 17,593
35.0
  • 149 -

Aggregate information of joint venture that is not individually material:

The Corporation’s share of:
Profit from continuing operations
Other comprehensive income
Total comprehensive income for the year
For the Years
December
Ended
31

2017
$ 33

-
$ 33
2016
$ 88
-
$ 88

Refer to Table 8 “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 resolved to invest jointly with Dynapack International Corporation and Heran 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 venture accounted for using the equity method and the share of profit or loss and other comprehensive income of the investments for the years ended December 31, 2017 and 2016 was based on the joint venture’s financial statements audited by auditors for the same years.

16. PROPERTY, PLANT AND EQUIPMENT


Cost
Balance, January 1, 2016

Additions
Disposals
Acquisition through business
combinations (Note 28)
Transferred from inventories
Reclassification
Exchange differences


Balance, December 31, 2016


Accumulated depreciation


Balance, January 1, 2016

Depreciation

Disposals

Acquisition through business
combinations (Note 28)

Reclassification

Exchange differences


Balance, December 31, 2016


Carrying value at December 31, 2016
Land
$ 526,506

-
-
-
-
-

(891)

$ 525,615

$ -

-
-
-
-

-

$ -

$ 525,615
Buildings
$ 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
Total
$ 1,069,581
$ 1,342,772
$ 5,405,932
14,486
112,000
186,509

(167,185)
(64,985)
(238,557)
2,777
18,129
61,866
20,483
100,964
121,447
(6,723)
6,723
-

(2,756)

(30,199)

(61,251)
$ 930,663
$ 1,485,404
$ 5,475,946
$ 783,998 $ 964,444 $ 2,638,324

120,458
119,165
336,514

(156,935)
(49,987)
(210,377 )

2,777
15,037
21,737
(4,632)
4,632
-

(2,083)

(18,798)

(24,379)
$ 743,583
$ 1,034,493
$ 2,761,819
$ 187,080
$ 450,911
$ 2,714,127
(Continued)
  • 150 -

Cost
Balance, January 1, 2017

Addition
Disposals
Acquisition through business
combinations (Note 28)
Intercompany transfer
Exchange differences

Balance, December 31, 2017



Balance, January 1, 2017

Depreciation

Disposals

Acquisition through business
combinations (Note 28)

Reclassification

Exchange differences


Balance, December 31, 2017


Carrying value at December 31, 2017
Land
$ 525,615

-
-
-
-

(5,268)

$ 520,347

$ -

-
-
-
-

-

$ -

$ 520,347
Buildings
$ 2,534,264

13,622
(32)
-
-

(21,459)

$ 2,526,395

$ 983,743
92,412
(29)
-
-

(2,698)

$ 1,073,428

$ 1,452,967
Machinery
Miscellaneous
Equipment
Total
$ 930,663
$ 1,485,404
$ 5,475,946
23,430
141,826
178,878

(186,480)
(80,708)
(267,220)
371
751
1,122
22,842
103,325
126,167

(5,928)

(5,256)

(37,911)
$ 784,898
$ 1,645,342
$ 5,476,982
$ 743,583 $ 1,034,493 $ 2,761,819
84,455
133,372
310,239

(185,362)
(64,378)
(249,769)
56
182
238
(1,217)
-
(1,217)

(3,834)

(2,380)

(8,912)
$ 637,681
$ 1,101,289
$ 2,812,398
$ 147,217
$ 544,053
$ 2,664,584
(Concluded)

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

Building

Primary buildings 55 years Mechanical and electrical equipment 10years Clean room equipment 10years Others 2-50years Machinery 2-6 years Miscellaneous equipment 2-16 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 (Note 28)
Net effect of exchange differences

Balance, end of the year
For the Years Ended
December 31
For the Years Ended
December 31



2017
$ 220,236

11,737
(6,565)

$ 225,408
2016
$ 196,052
25,219
(1,035)
$ 220,236
  • 151 -

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, 2017 and 2016.

18. OTHER INTANGIBLE ASSETS


Cost

Balance, January 1, 2016

Acquisition through
business combinations
(Note 28)

Balance, December 31,
2016


Accumulated amortization


Balance, January 1, 2016

Amortization expenses


Balance, December 31,
2016


Carrying value at
December 31, 2016

Cost

Balance, January 1, 2017

Additions
Exchange differences

Balance, December 31,
2017

Accumulated amortization


Balance, January 1, 2017

Amortization expenses

Exchange differences


Balance, December 31,
2017


Carrying value at
December 31, 2017
Patents
Licenses and
Franchises
Core
Technology
Customer
Relationships
$ - $ -
$ 317,931
$ -


-

-

-

5,592

$ -
$ -
$ 317,931
$ 5,592

$ -
$ -
$ 313,407
$ -


-

-

2,010

839

$ -
$ -
$ 315,417
$ 839

$ -
$ -
$ 2,514
$ 4,753

$ - $ -
$ 317,931
$ 5,592

16,088
-
32,662
-
-
-
-
-

-

-

-

-

$ 16,088
$ 32,662
$ 317,931
$ 5,592

$ -
$ -
$ 315,417
$ 839

268
136
2,011
1,118

-

-

-

-

$ 268
$ 136
$ 317,428
$ 1,957

$ 15,820
$ 32,526
$ 503
$ 3,635
Computer
Software
$ -


-

$ -

$ -


-

$ -

$ -

$ -


162
-

2

$ 164

$ -

19

1

$ 20

$ 144
Total
$ 317,931

5,592
$ 323,523
$ 313,407

2,849
$ 316,256
$ 7,267
$ 323,523

48,912

2
$ 372,437
$ 316,256
3,552

1
$ 319,809
$ 52,628

The Group signed an agreement with Industrial Technology Research Institute in 2017 and obtained technique licenses and patents.

Other intangible assets were amortized on a straight-line basis over their estimated useful lives as follows:

Patents 5 years
Licenses and franchises
Core technology
20 years
5 years
Customer relationships 5 years
Computer software 10 years
  • 152 -

19. BORROWINGS

Short-term Borrowings

Secured borrowings
Bank loans (a)

Unsecured borrowings
Bank loans (b)

December 31 December 31


2017
$ -

471,638

$ 471,638
2016
$ 25,000
171,705
$ 196,705

a.Secured by the Group’s property, plant and equipment (refer to Note 32). As of December 31, 2016, the interest rate on the bank loans was 1.32%.

b.As of December 31, 2017 and 2016, the interest rate on the bank loans was 0.85%-4.50% and 1.23%-3.50% per annum, respectively.

Long-term Borrowings

Secured borrowings
Bank loans (a) (Note 32)

Unsecured borrowings
Syndicated bank loans (b)

Bank loans (c)


Less: Current portions

Long-term borrowings
December 31 December 31





2017
$ 177,735

1,200,000

900,000

2,277,735

1,216,042

$ 1,061,693
2016
$ 176,058
2,000,000
7,344
2,183,402
815,317
$ 1,368,085
  • a. Secured by the Group’s debt investments with no active market and property, plant and equipment. The final repayment period of those bank loans will be due in November 2019 to April 2025. As of December 31, 2017 and 2016, the effective interest rate on the bank loans were 0.90%-8.88% and 0.90%-10.88% per annum, respectively.

  • b. 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 will be repaid from March 2017 to March 2018 in three equal semiannual installments ($400,000 thousand per installment), the remaining $800,000 thousand will be repaid on the due date, September 3, 2018, and the interest is paid monthly. As of December 31, 2017 and 2016, the interest rate per annum was all 1.58% on a floating basis.

  • 153 -

  • c. The bank loan is for the purpose of general operation with due date on December 29, 2020. As of December 31, 2017 and 2016, the interest rate on the bank loan was 1.17%-1.20% and 1.72% per annum, respectively.

20. BONDS PAYABLE

Unsecured domestic convertible bonds

Less: Discount on bonds payable

December 31 December 31


2017
$ 101,900

2,197

$ 99,703
2016
$ 1,450,500
53,360
$ 1,397,140

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 Taipei Exchange at the same date. Except for the period when books are closed for share transaction, bondholders are entitled to convert bonds into the Corporation’s common stock at $74.2 (conversion price) per share from June 24, 2014 to May 13, 2019. Due to distribution of cash dividends of NT$3.3 and NT$2.4 per share in 2017 and 2016, the conversion price was adjusted to NT$64.9 and NT$67.2 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 the 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 “capital surplus - option”. The liability components were recognized into derivative and nonderivative liabilities, separately.

Proceeds of the issue (less transaction costs $5,320 thousand)

Equity component
Deferred tax assets
Financial liability component

Liability component at the date of issue

Interest charged at an effective interest rate of 1.57%
Conversion of bonds payable

Liability component as of December 31, 2017
$ 1,994,680
(141,487)
904
(4,989)
1,849,108
77,157
(1,826,562)
$ 99,703

21. OTHER PAYABLES

Salaries and bonus (including employee’s compensation and
remuneration of directors and supervisors)

Others

December 31 December 31


2017
$ 872,526

293,927

$ 1,166,453
2016
$ 689,305
163,765
$ 853,070
  • 154 -

22. RETIREMENT BENEFIT PLANS

Defined Contribution Plans

The Corporation and its subsidiaries in ROC 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 the retirement benefit plans to fund the benefits. 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.

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 6 months before retirement. The Corporation and its 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 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 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 Group has no right to influence the investment policy and strategy.

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

Present value of defined benefit obligation

Fair value of plan assets

Net defined benefit liabilities
December 31 December 31


2017
$ 459,640

(293,814)

$ 165,826
2016
$ 443,230
(274,964)
$ 168,266

Movements in net defined benefit liabilities were as follows:

Present Value
of the Defined Fair Value of Net Defined
Benefit the Plan Benefit
Obligation Assets Liability
Balance at January 1, 2016 $ 409,891
$(260,200)
$ 149,691
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
(Continued)
  • 155 -
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) $
-
$
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
Current service cost 4,185 - 4,185
Net interest expense (income) 6,102
(3,885) 2,217
Recognized in profit or loss 10,287
(3,885) 6,402
Remeasurement
Return on plan assets (excluding amounts
included in net interest) - 1,166 1,166
Actuarial loss - changes in demographic
assumptions 3,625 - 3,625
Actuarial loss - changes in financial
assumptions (5) - (5)
Actuarial loss - experience adjustments 2,503
- 2,503
Recognized in other comprehensive income 6,123
1,166 7,289
Contributions from the employer -
(16,131) (16,131)
Balance at December 31, 2017 $ 459,640
$(293,814) $ 165,826
(Concluded)

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.

  • 156 -

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
2017
2016
0.88%-
1.63%
0.88%-
1.50%
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



2017
$(14,066)

$ 14,697

$ 14,293

$(13,752)
2016
$(14,234)
$ 14,898
$ 14,490
$(13,919)

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.

Expected contributions to the plan for the next year
Average duration of the defined benefit obligation
December 31
2017
2016
$ 16,338
$ 15,211
13.5 years
15.0 years

23. EQUITY

a. Ordinary share capital

Number of shares authorized (in thousands)

Shares authorized

Number of shares issued and fully paid (in thousands)

Shares issued
December 31 December 31



2017
450,000

$ 4,500,000

411,894

$ 4,118,942
2016
450,000
$ 4,500,000
389,887
$ 3,898,872

The authorized shares include 30,000 thousand shares allocated for the exercise of employee share options.

  • 157 -

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 share transactions
From merger
May be used to offset a deficit only
Employee share options expired
Share of changes in capital surplus of associates or joint
ventures
May not be used for any purpose
Convertible bonds options
Employee share options
Employee restricted shares

December 31 December 31


2017
$ 2,514,454

171,229
146,976
5,874
44,377
7,209
116,389
180,781

$ 3,187,289
2016
$ 1,209,905
165,059
146,976
5,239
52,703
102,614
90,459
187,204
$ 1,960,159

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 dividends policy

In accordance with the amendments to the Company Act in May 2015, the recipients of dividends and bonuses are limited to shareholders and do not include employees. The shareholders held their regular meeting on 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’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 after amendment, please refer to c. employees’ compensation and remuneration of directors of the Corporation in Note 24.

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.

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

  • 158 -

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

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 2016 and 2015 have been approved in the annual shareholders’ meeting on June 8, 2017 and June 7, 2016, respectively. The appropriations and dividends per share were as follows:


Legal reserve

Cash dividends
Appropriation of Earnings
For Fiscal
Year 2016
For Fiscal
Year 2015
$ 171,994 $ 123,656
1,314,425
910,200
Dividend Per Share (NT$)
For Fiscal
Year 2016
For Fiscal
Year 2015


$3.3
$2.4

The appropriations of earnings for 2017 had been proposed by the Corporation’s board of directors on February 22, 2018. The appropriations and dividends per share were as follows:

Appropriation Dividends Per
of Earnings Share (NT$)
Legal reserve $ 255,840
Cash dividends 1,854,424 $4.5

The appropriations of earnings for 2017 are subject to the resolution in the shareholders’ meeting to be held on June 8, 2018.

d. Special reserves

If a special reserve appropriated on the first-time adoption of IFRSs relates to exchange differences on translation of the financial statements of foreign operations (including the subsidiaries of the Corporation), the special reserve will be reversed on a proportionate basis according to the Corporation’s disposal of foreign operations; on the Corporation’s loss of significant influence, however, the entire special reserve will be reversed. Additional special reserve should be appropriated for the amount equal to the difference between net debit balance reserves and the special reserve appropriated on the first-time adoption of IFRSs. Any special reserve appropriated may be reversed to the extent that the net debit balance reverses and, thereafter, distributed.

e. 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



2017
$ (24,914)

(64,660)

(8,059)

$ (97,633)
2016
$ 127,968
(127,798)
(25,084)
$ (24,914)
  • 159 -

  • 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


2017
$ 232,901

(53,553)

$ 179,348
2016
$ 271,697
(38,796)
$ 232,901
  • 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.

Balance, beginning of the year

Issuance of shares

Share-based payment expenses recognized

Balance, end of the year

Non-controlling interests
Balance, beginning of the year

Share of non-controlling interests
Net loss
Exchange differences on the translation of foreign
financial statements
Remeasurement on defined benefit plans
Unrealized gains or loss on available-for-sale financial
assets
Capital increase of subsidiaries in cash
Non-controlling interest arising from acquisition of
subsidiaries (Note 28)
Adjustment relating to changes in percentage of equity
interest
Cash dividends
Compensation cost of employee share options - subsidiaries
(Note 27)

Balance, end of the year
For the Years Ended
December 31
For the Years Ended
December 31



2017
2016
$(149,952) $ -
(13,772)
(188,311)
69,875

38,359
$ (93,849)
$(149,952)
For the Years Ended
December 31


2017
$ 171,224

(9,578)

(4,958)
(83)
40
57,502
12,701
11,254
(5,952)
-

$ 232,150
2016
$ 121,192
(24,369)
(4,757)
(72)
-
53,225
30,520
-
(4,838)
323
$ 171,224

f. Non-controlling interests

  • 160 -

g. Treasury stock

The Corporation’s shares held by its subsidiaries at the end of the reporting periods were as follows:

Subsidiaries
Number of
Shares Held
(In Thousand
Shares)
December 31, 2017
Chroma Investment Co., Ltd.
1,916

December 31, 2016
Chroma Investment Co., Ltd.
1,916
Carrying
Amount
Market Price
$ 35,714
$ 310,324
$ 35,714
$ 144,435

Forfeited employee restricted shares of 12 thousand were returned to the Corporation and canceled during this year.

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.

24. ADDITIONAL INFORMATION ON EXPENSES

a. Finance costs

Interest on borrowings
Interest on convertible bonds
Less: Amount included in the cost of qualifying assets
Capitalized interest
Capitalization rate
b. Depreciation and amortization expense
Property, plant and equipment

Intangible assets
For the Years Ended
December 31
2017
2016
$ 40,313
$ 41,056
6,764
25,751
47,077
66,807
(24,295)
(24,755)
$ 22,782
$ 42,052
$ 24,295
$ 24,755
1.58%
1.58%-1.60%
For the Years Ended
December 31

2017
2016
$ 310,239
$ 336,514
$ 3,552
$ 2,849
(Continued)

b. Depreciation and amortization expense

  • 161 -
An analysis of depreciation by function
Operating costs

Operating expenses


An analysis of amortization by function
Operating expenses
For the Years Ended
December 31



2017
2016
$ 95,716
$ 131,819
214,523

204,695
$ 310,239
$ 336,514
$ 3,552
$ 2,849
(Concluded)
  • c. Employee benefits expense
Short-term benefits

Share-based payments
Retirement benefits (Note 22)
Defined contribution plans
Defined benefit plans
Other employee benefits


Summarized by function
Operating costs

Operating expenses

For the Years Ended
December 31
For the Years Ended
December 31





2017
$ 3,079,813

121,593
77,504
6,402
64,457

$ 3,349,769

$ 594,855

2,754,914

$ 3,349,769
2016
$ 2,647,345
86,941
70,037
6,702
59,001
$ 2,870,026
$ 516,029
2,353,997
$ 2,870,026
  • d. Employees’ compensation and remuneration of directors and supervisors

The Corporation accrued its appropriation of employees’ compensation and remuneration of 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 of directors and supervisors. The employees’ compensation and remuneration of directors and supervisors for the years ended December 31, 2017 and 2016, which have been approved by the Corporation’s board of directors on February 22, 2018 and February 21, 2017, respectively, were as follows:

Employee’s compensation
Remuneration of directors
and supervisors
For the Years Ended December 31 For the Years Ended December 31
2017
Amount
Rate %
$ 310,000
9.73

9,600
0.30
2016
Amount
Rate %
$ 300,000
12.96
8,000
0.35

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.

  • 162 -

There was no difference between the amounts of the employee’s compensation and the remuneration of directors and supervisors and the respective amounts recognized in the consolidated financial statements for the years ended December 31, 2016 and 2015.

Information on the employee’s compensation and remuneration of directors and supervisors resolved by the Corporation’s board of directors in 2018 and 2017 is available at the Market Observation Post System website of the Taiwan Stock Exchange.

25. INCOME TAXES

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

Current tax
In respect of the current year

Income tax on unappropriated earnings
Adjustments for prior years


Deferred tax
In respect of the current year

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




2017
$ 485,085

20,687
(34,220)

471,552

101,692

$ 573,244
2016
$ 358,555
17,620
(28,629)
347,546
(1,055)
$ 346,491

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

Profit before tax

Income tax expense calculated at the statutory rate

Adjustment items in determining taxable income
Tax-exempt income
Income tax on unappropriated earnings
Investment tax credits
Others (temporary differences)
Effect of different tax rates of the Group entities
Adjustments for prior years

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



2017
$ 3,122,067

$ 530,751

(28,509)

(118,652)
20,687
(67,191)

25,114
245,264
(34,220)

$ 573,244
2016
$2,042,057
$ 347,150
(13,544 )
(6,215 )
17,620
(32,329 )
(1,055 )
63,493
(28,629)
$ 346,491

The applicable corporate income tax rate used by the group entities in ROC is 17%, 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.

In February 2018, it was announced by the President that the Income Tax Act in the ROC was amended and, starting from 2018, the corporate income tax rate will be adjusted from 17% to 20%. In addition, the rate of the corporate surtax applicable to 2018 unappropriated earnings will be reduced from 10% to 5%.

  • 163 -

As the status of 2018 appropriations of earnings is uncertain, the potential income tax consequences of the 2017 unappropriated earnings are not reliably determinable.

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, 2017

Balance, 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 $ 70,420
$ 21,876
$ - $ 92,296
Tax losses 61,207
(18,065) (3,506)
39,636
Inventory reserve 33,321 240 - 33,561
Impairment loss 16,030 3,435 - 19,465
Tax credit 16,263 3,834 (1,340)
18,757
Allowance for impaired
receivables 3,402 6,190 (30)
9,562
Net defined benefit liability
9,000
(9) - 8,991
Unrealized exchange loss 4,367 935 - 5,302
Others
6,054

(2,828)
(388)
2,838
$ 220,064
$ 15,608
$ (5,264) $ 230,408
Balance, Recognized Exchange
Beginning of in Profit or Differences Balance, End
Deferred Tax Liabilities the Year Loss and Other of the Year
Unappropriated earnings of
foreign subsidiaries $ 161,194
$ 111,442
$ - $ 272,636
Goodwill 15,959 5,634 - 21,593
Unrealized exchange gain 945 (726) - 219
Others
9,072

950
(648)
9,374
$ 187,170
$ 117,300
$ (648) $ 303,822
$ 187,170
$ 117,300
$ (648) $ 303,822
For the year ended December 31, 2016
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 $ 42,287
$ 28,133
$ - $ 70,420
Tax losses 50,872 11,037 (702)
61,207
Inventory reserve 23,154 10,167 - 33,321
Tax credit 10,779 5,676 (192)
16,263
Impairment loss 14,158 1,872 - 16,030
Net defined benefit liability
9,199
(168) (31)
9,000
Unrealized exchange loss
-
4,367 - 4,367
Allowance for impaired
receivables 2,396 1,014 (8)
3,402
Others
3,806

2,303
(55)
6,054
$ 156,651
$ 64,401
$ (988) $ 220,064
  • 164 -
Balance, Recognized Exchange Exchange
Beginning of in Profit or Differences Balance, End
Deferred Tax Liabilities the Year Loss and Other of the Year
Unappropriated earnings of
foreign subsidiaries $ 101,879
$ 59,315
$ - $ 161,194
Goodwill 10,096 5,863 - 15,959
Unrealized exchange gain 3,777 (2,832) - 945
Others
8,075

1,000
(3)
9,072
$ 123,827
$ 63,346
$ (3) $ 187,170

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


Deductible temporary differences
Impairment loss

Valuation gain on financial assets

December 31 December 31





2017
$ -

33,277
57,397
49,826
68,584
487,293

$ 696,377

$ 2,382

(2,095)

$ 287
2016
$ 8,881
33,277
47,723
45,690
68,584
342,472
$ 546,627
$ 2,382
(776)
$ 1,606
  • d. Information about unused investment credits, unused loss carryforward and tax-exemption

Loss carryforwards as of December 31, 2017 were as follows:



Unused
Amount
Expiry Year
$ 7,908
2018
9,258
2019
9,180
2020
12,884
2021
18,710
2022
12,196
2023
10,917
2024
16,635
2025
18,185
2026
10,850
2027
21,070
2033
8,876
2034
5,826
2036
$ 162,495
  • 165 -

As of December 31, 2017, profits attributable to the following expansion projects were exempted from income tax for a 5-year period:

Expansion of Construction Project
Profits on expansion and construction projects for year
2010
Tax-exemption Period
2013.1.1-2017.12.31
  • e. Integrated income tax

Balance of imputation credit account (ICA)

Creditable ratio for distribution of earnings
December 31

2017
2016
$ 400,902
$ 302,877
For the Years Ended
December 31
2017
2016
Note
16.28%

Note: Since the amended Income Tax Act announced in February 2018 abolished the imputation tax system, no creditable ratio for distribution of earnings in 2018 is expected in 2017.

  • f. Income tax assessments

As of December 31, 2017, the Corporation’s tax returns through 2015 had been assessed by the tax authorities.

The tax returns through 2016 of the Corporation’s subsidiary - Adivic Technology Co., had been assessed by the tax authorities. The tax returns through 2015 of the Corporation’s subsidiaries - Chroma New Material Corp., Wei Kuang Automatic Equipment Co., Chroma Investment Co., Testar Electronics Corp., EVT Technology Co., and Wei Da Electric Vehicle Co. - had been assessed by the tax authorities.

26. EARNINGS PER SHARE

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

Net Profit for the Year

Earnings used in the computation of basic earnings per share

Effect of potentially dilutive ordinary shares:
Interest on convertible bonds and valuation gain on
conversion option

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


2017
$ 2,558,401

7,459

$ 2,565,860
2016
$ 1,719,935
23,543
$ 1,743,478
  • 166 -

Shares

(In Thousands of Shares)

Weighted average number of ordinary shares used in the
computation of basic earnings per share
Effect of potentially dilutive ordinary shares:
Convertible bonds
Employee share options
Employees’ compensation
Employee restricted shares
Weighted average number of ordinary shares used in the
computation of diluted earnings per share
For the Years
December
Ended
31

2017
399,052

6,864

5,037
2,392
2,057
415,402
2016
379,930
26,336
1,788
4,272
-
412,326

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

27. SHARE-BASED PAYMENT ARRANGEMENTS

  • a. Employee share option plan of the Corporation

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 6 years and exercisable at certain percentages subsequent to the second year of the grant date.

The related information for the units granted in March 2016 were as follow:

  • 1) Number of options granted and exercise price:
Number of options (in thousands) 7,900
Exercise prices per share on grant date (market value on grant date) $67.8
Exercise prices per share as of the report date (adjusted based on the
Corporation’s employee share options plan) $63.4
  • 2) The valuation inputs of Black-Scholes model were as follows:
Vested Period 2 Years 3 Years 4 Years
Expected volatility 31.64% 32.62% 33.08%
Risk-free interest rate 0.52% 0.55% 0.61%
Expected dividend rate - - -
Expected life 4 years 4.5 years 5 years
  • 167 -

  • 3) Fair value of stock options vested from grant date:

Vested Period 2 Years 3 Years 4 Years
Fair value (NT$ per unit) $17.37 $18.97 $20.30

Information on 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$)
December 31 December 31
2017
Number of
Options
(In
Thousands)
Weighted-
average
Exercise
Price
(NT$)
11,538
$ 60.2
-
-
(1,683)
47.0
(392)
-
9,463
60.1
1,914
$ -
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

Information about outstanding options as of December 31, 2017 and 2016 is as follows:

December 31 December 31
2017
Range of Exercise
Price (NT$)
Weighted-average
Remained
Contractual Life
(Years)
$46.7
1.52
63.4
4.24
2016
Range of Exercise
Price (NT$)
Weighted-average
Remained
Contractual Life
(Years)
$48.4
2.52
65.7
5.24

Compensation costs recognized were $51,802 thousand and $48,259 thousand for the years ended December 31, 2017 and 2016, 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 and 185 thousand shares on July 8, 2016 and June 20, 2017, 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.

  • 168 -

  • 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. Dividends from RSUs are not restricted during the vesting period and 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, 2017 and 2016 was as follows:

Restricted shares at the beginning of the year
Shares granted
Shares vested
Shares canceled
Restricted shares at the end of the year
For the Years
December
Ended
31
2017
3,100
185
(298)
(12)
2,975
2016
-
3,100
-
-
3,100

Compensations costs of share-based payment arising from the RSU Plan were $69,791 thousand (including deduction of 84 thousand for canceled shares) and $38,359 thousand for the years ended December 31, 2017 and 2016, respectively.

  • c. Employee share option plan of subsidiaries

Adivic Technology Co. granted its employees stock options of 1,360 thousand units in March 12, 2014, with each option eligible to subscribe for one common share of Adivic Technology Co. when exercised. The options are valid for 8 years and exercisable at certain percentages subsequent to the second year of the grant date.

  • 169 -

1) Information on employee share options was as follows:

Balance, beginning of the year
Options forfeited

Balance, end of the year

Options exercisable, end of the
year
December 31 December 31
2017
Number of
Options (In
Thousands)
Weighted-
average
Exercise
Price
(NT$)
785
$ 10.0

-
-


785
10.0


-
2016
Number of
Options (In
Thousands)
Weighted-
average
Exercise
Price
(NT$)
930
$ 10.0

(145)
-

785
10.0

-
  • 2) Information about outstanding options as of December 31, 2017 and 2016 is as follows:
December 31 December 31
2017 2016
Weighted-average Weighted-average
Remained Remained
Range of Exercise
Contractual Life
Range of Exercise Contractual Life
Price (NT$)
(Years)
Price (NT$) (Years)
10.0
4.20
10.0 5.20
Compensation costs recognized was $323 thousand for the year ended December 31, 2016
SINESS COMBINATION
Subsidiaries acquired
The Group bought 78.1% equity interest of Touch Cloud Incorporation (“Touch Cloud”) in
the fourth quarter of 2017 and 60% equity interest of Quantel Private Ltd. (“Quantel”) in April
2016 and acquired control over Touch Cloud and Quantel; these subsidiaries are included in
the consolidated financial statements since the date the Group acquired control over them.
Assets acquired and liabilities assumed at the date of acquisition
Touch Cloud
Quantel
Current assets
Cash and cash equivalents (net of bank overdrafts of $0
thousand and $16,733 thousand, respectively) $ 60,514 $ 20,341
Trade receivables (net of allowance for doubtful accounts
of $0 thousand and $1 thousand, respectively) 790 42,177
Debt investments with no active market - 9,567
Inventories - 13,736
Prepayments 339 -
Other current assets 30 951
(Continued)

28. BUSINESS COMBINATION

  • a. Subsidiaries acquired

The Group bought 78.1% equity interest of Touch Cloud Incorporation (“Touch Cloud”) in the fourth quarter of 2017 and 60% equity interest of Quantel Private Ltd. (“Quantel”) in April 2016 and acquired control over Touch Cloud and Quantel; these subsidiaries are included in the consolidated financial statements since the date the Group acquired control over them.

  • b. Assets acquired and liabilities assumed at the date of acquisition

  • 170 -

Touch Cloud Touch Cloud
Quantel
Non-current assets
Property, plant and equipment, net $
884
$ 40,129
Refundable deposits 175 800
Other non-current assets 1 -
Current liabilities
Short-term borrowing - (19,601)
Notes payable (290) -
Trade payables (443) (10,066)
Other payables (20) (2,359)
Income tax payable - (1,380)
Current portion of long-term borrowings - (6,259)
Other current liabilities (4,016) (20)
Non-current liabilities
Long-term borrowings - (11,494)
Deferred tax liabilities - (223)
$ 57,964 $ 76,299
(Concluded)
c. Intangible assets arising from acquisition
Touch Cloud
Quantel
Consideration transferred $ 57,000 $ 76,590
Plus: Non-controlling interest 12,701 30,520
Less: Fair value of identifiable net assets acquired (57,964) (76,299)
Intangible assets arising from acquisition (Notes 17 and 18)
$
11,737 $ 30,811
Goodwill $ 11,737 $ 25,219
Customer relationships - 5,592
$ 11,737 $ 30,811
d. Net cash inflow (outflow) on acquisition of subsidiaries
Touch Cloud
Quantel
Consideration paid in cash $(57,000) $(76,590)
Less: Cash and cash equivalent balances acquired 60,514 20,341
$ 3,514 $(56,249)
  • 171 -

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

2017
$ 1,121

$ (2,123)
2016
$ 195,293
$ 13,897

Had these business combinations been in effect at the beginning of the annual reporting period, the Group’s revenue from operations would have been $14,906,187 thousand, and the income from operations would have been $2,542,377 thousand for the year ended December 31, 2017, and 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. This proforma 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 Touch Cloud and Quantel been acquired at the beginning of the current reporting period, the management performed the following:

  • 1) Calculated depreciation of plant and equipment acquired on the basis of the fair values at the initial accounting for the business combination rather than the carrying amounts recognized in the preacquisition 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

  • a. Fair value of financial instrument not measured at fair value

Management believes the carrying amounts of financial assets and financial liabilities recognized in the consolidated financial statements approximate their fair values or their fair value could not be assessed reliably.

  • 172 -

b. Fair value of financial instruments measured at fair value on a recurring basis

1) Fair value hierarchy

December 31, 2017
Financial assets at FVTPL
Domestic securities
Listed equity securities
Derivative instruments


Available-for-sale financial
assets
Domestic securities
Listed equity securities
Open-end beneficiary
certificate


December 31, 2016
Financial assets at FVTPL
Domestic securities
Listed equity securities
Investment in debt
instrument
Derivative instruments


Available-for-sale financial
assets
Domestic securities
Listed equity securities
Open-end beneficiary
certificate

Level 1
$ 8,763

-

$ 8,763

$ 268,582
1,043,387

$ 1,311,969

$ 7,453
983

-

$ 8,436

$ 314,233
2,291,504

$ 2,605,737
Level 2
$ -

31

$ 31

$ -

-

$ -

$ -

-

725

$ 725

$ -

-

$ -
Level 3
$ -

-

$ -

$ -

-

$ -

$ -

-

-

$ -

$ -

-

$ -
Total
$ 8,763

31
$ 8,794
$ 268,582
1,043,387
$ 1,311,969
$ 7,453

983

725
$ 9,161
$ 314,233
2,291,504
$ 2,605,737

There were no transfers between Levels 1 and 2 for the years ended December 31, 2017 and 2016.

  • 2) Valuation techniques and inputs applied for level 2 fair value measurement:

Financial Instruments Valuation Techniques and Inputs

Derivatives - convertible Binomial tree valuation model of convertible bonds: The bonds 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.

  • 173 -

c. Categories of financial instruments

Financial assets
Fair value through profit or loss

Loans and receivables (1)

Available-for-sale financial assets (2)
Financial liabilities
Amortized cost (3)
December 31
2017
2016
$ 8,794 $ 9,161
10,150,213
6,701,119
1,505,540
2,804,386
6,946,853
6,672,482
  • 1) The balances included loans and receivables measured at amortized cost, which comprise cash and cash equivalents, debt investments with no active market, notes receivable, trade receivables, other receivable (other current assets) and refundable deposits.

  • 2) The balances included the carrying amount of available-for-sale financial assets measured at cost.

  • 3) The balances included financial liabilities measured at amortized cost, which comprise short-term loans, notes payable, trade payables other payables, bonds issued, long-term loans (including current portion of long-term borrowings) and guarantee deposits received.

  • d. Financial risk management objectives and policies

The Group’s major financial instruments consist of equity and debts investment, cash and cash equivalents, receivables, long-term and short-term borrowings, trade payables and 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.

1) Market risk

The Group’s activities expose it primarily to the financial risks of changes in exchange rates (see Item (a) below), interest rates (see Item (b) below) and price (see Item (c) 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.

  • a) Foreign currency risk

The carrying amounts of the Group’s foreign currency denominated monetary assets and monetary liabilities (including those eliminated on consolidation) at the end of the reporting period are set out in Note 34.

Sensitivity analysis

The Group was mainly exposed to USD and RMB.

  • 174 -

Had the NTD strengthened/weakened by 5% against the relevant currency, the pre-tax profit would have decreased/increased by $292,951 thousand and $127,358 thousand for the years ended December 31, 2017 and 2016, 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.

b) Interest rate risk

The Group is exposed to interest rate risk because entities in the Group borrow 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.

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

Fair value interest rate risk
Financial assets

Financial liabilities
Cash flow interest rate risk
Financial assets

Financial liabilities
December 31
2017
2016
$ 1,718,748
$ 753,729
673,710
1,709,000
4,250,952
2,768,557
2,175,366
2,068,247

Sensitivity analysis

The sensitivity analysis below has 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 was prepared assuming the amount of the liability outstanding at the balance sheet dates was outstanding for the whole year. A 50 basis point increase or decrease was used when reporting interest rate risk internally to key management personnel and represents management’s assessment of the reasonably possible change in interest rates.

If interest rates had been 50 basis points higher/lower and all other variables were held constant, the Group’s pre-tax profit for the years ended December 31, 2017 and 2016 would decreased/increased by $10,378 thousand and $3,784 thousand, respectively, which was mainly attributable to the Group’s exposure to interest rates on its variable rate deposits and bank loans.

c) Price risk

The Group is exposed to equity price risks mainly arising from the following:

  • a) Investment in available-for-sale financial assets (mainly investment in open-end beneficiary 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 listed stocks in Taiwan)

The Group manages risk through holding various investment portfolios and having every equity investment get prior approval from the Group’s management.

  • 175 -

Sensitivity analysis

If equity prices had been 5% higher/lower, the income before tax would have increased/decreased by $438 thousand and $422 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, 2017 and 2016, respectively; and other comprehensive income would have increased/decreased by $65,598 thousand and $130,287 thousand because of changes in fair values of available-for-sale financial assets held by the Group for the years ended December 31, 2017 and 2016, respectively.

2) Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. As at the end of the reporting period, the Group’s maximum exposure to credit risk which will cause a financial loss to the Group due to failure of counterparties to discharge an obligation could arise from:

  • a) The carrying amount of trade receivables from operating activities; and

  • b) 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.

Trade receivables involve a large number of customers, spread across diverse industries and geographical areas. Ongoing credit evaluation is performed on the financial condition of trade receivables, 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 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.

3) Liquidity risk

The Group manages liquidity risk by managing and maintaining sufficient cash and cash equivalents to supply the Group’s demand and mitigate the effects of fluctuations in cash flow. The Group continuously monitors the use of credit lines and conformity to loan terms.

The Group relies on bank borrowings as a significant source of liquidity. As of December 31, 2017 and 2016, the Group’s available unutilized bank loan facilities were $3,036,639 thousand and $3,332,475 thousand, respectively.

Liquidity and interest risk tables for non-derivative financial liabilities

The following tables detail the Group’s remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods. The tables 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.

  • 176 -

Bank loans with a repayment on demand clause were included in the earliest time band regardless of the probability of the banks choosing to exercise their rights. The maturity dates for other non-derivative financial liabilities were based on the agreed repayment dates.


Non-derivative financial liabilities
Non-interest bearing

Convertible bonds
Fixed interest rate instruments
Floating interest rate instruments



Non-derivative financial liabilities
Non-interest bearing

Convertible bonds
Fixed interest rate instruments
Floating interest rate instruments

December 31, 2017 December 31, 2017
Within 1 Year
1-5 Years
More Than 5
Years
$ 4,096,939
$ -
$ -
-
101,900
-
482,332
98,794
3,057
1,233,271

981,261

7,462
$ 5,812,542
$ 1,181,955
$ 10,519
December 31, 2016
Within 1 Year
$ 2,899,218

-

204,260

837,435

$ 3,940,913
1-5 Years
More Than 5
Years
$ -
$ -
1,450,500
-
116,998
4,640
1,238,436

35,383
$ 2,805,934
$ 40,023

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 immediately. 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 Group’s operating funds are sufficient to meet the cash flow demand, as a result, the Group does not use its overdraft limit.

31. TRANSACTIONS WITH RELATED PARTIES

  • a. The related parties and relationships with the Group were as follows:

Relationship with the Related Party Group 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. (“Dynascan Japan”) Associate Mou Kuan Industry Co., Ltd. (“Mou Kuan”) Other related party Quantel Co., Ltd. (“Quantel Thailand”) Other related party Quantel Sdn Bhd (“Quantel Malaysia”) Other related party Quantel Philippines Inc. (“Quantel Philippines”) Other related party PT Quantel (“Quantel Indonesia”) Other related party Quantel Pte Ltd Representative Office In Hanoi (“Quantel Other related party Vietnam”) Quantel Electronics (India) Private Limited (“Quantel India”) Other related party

  • 177 -

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

Related Party Categories
Associates
Other related parties
For the Years
December
Ended
31
2017
$ 46,766
51,380
$ 98,146
2016
$ 19,056
-
$ 19,056
  • c. Purchase
Related Party Categories
Associates

Other related parties

For the Years Ended
December 31
For the Years Ended
December 31


2017
$ 24,917

58,716

$ 83,633
2016
$ 35,600
9,525
$ 45,125
  • d. Receivables from related parties (excluding loans to related parties)
Line Item
Related Party Categories

Trade receivables - related Associates
parties
Other related parties

December 31
2017
$ 4,075
43,627
$ 47,702
2016
$ 7,890
-
$ 7,890

Outstanding trade receivables from related parties are unsecured.

e. Payables to related parties (excluding loans from related parties)

Line Item
Related Party Categories

Notes payable - related parties
Other related parties
Trade payables - related parties
Associates
Other related parties

December 31
$
$
2017
2016
$ 17,502
$ 2,595
7,201
$ 11,753
32,233
60
39,434
$ 11,813


The outstanding trade payables from related parties were unsecured.

  • 178 -

f. Others

Line Item
Related Party Categories
Rental income
Associates

Rental cost
Other related parties

Administration expense
Associates
Other related parties


Line Item
Related Party Categories
Other current assets
Associates
g. Compensation of key management personnel
Short-term employee benefits

Post-employment benefits

For the Years Ended
December 31
For the Years Ended
December 31
2017
$ 1,260

$ 12,600
$ 4,770
26,726
$ 31,496
December
2016
$ 1,260
$ 12,600
$ 3,460
-
$ 3,460
31
2017
$ 912
For the Years
December
2016
$ 552
Ended
31


2017
$ 132,893

2,247

$ 135,140
2016
$ 122,052
2,096
$ 124,148

The remuneration of directors and key executives is determined by the remuneration committee based on 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

December 31 December 31


2017
$ 322,714

707,751
491,447

$ 1,521,912
2016
$ 359,796
715,395
6,078
$ 1,081,269

33. OTHER SIGNIFICANT EVENTS

On January 17, 2012, the Corporation, Dynapack International Corporation and Heran 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).

  • 179 -

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 by bid deposit $353,040 thousand and 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 transfercertificate 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.

  • 180 -

34. SIGNIFICANT ASSETS AND LIABILITIES DENOMINATED IN FOREIGN CURRENCIES

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

December 31, 2017

Foreign
Currencies
Exchange Rate
Financial assets
Monetary items
USD
$ 171,009
29.760

RMB

658,102
4.565





Financial liabilities


Monetary items

USD

56,464
29.760

RMB

121,371
4.565




December 31, 2016
Foreign
Currencies
Exchange Rate
Financial assets
Monetary items
USD
$ 103,269
32.250

RMB

210,140
4.617




Financial liabilities


Monetary items

USD

45,979
32.250

RMB

58,617
4.617



Carrying
Amount
$ 5,089,221
3,004,235
$ 8,093,456
$ 1,680,383
554,058
$ 2,234,441
Carrying
Amount
$ 3,330,406
970,216
$ 4,300,622
$ 1,482,824
270,634
$ 1,753,458

For the years ended December 31, 2017 and 2016, (realized and unrealized) net foreign exchange losses were $133,637 thousand and $110,497 thousand, respectively. It is impractical to disclose net foreign exchange gains (losses) by each significant foreign currency due to the variety of the foreign currency transactions and functional currencies of the group entities.

  • 181 -

35. SEPARATELY DISCLOSED ITEMS

  • a. Information about significant transactions and investees:

  • 1) Financing provided to others: Table 1 (attached)

  • 2) Endorsements/guarantees provided: Table 2 (attached)

  • 3) Marketable securities held (excluding investment in subsidiaries, associates and joint controlled entities): Table 3 (attached)

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

  • 5) Acquisition of individual real estate at costs of at least NT$300 million or 20% of the paid-in capital: None.

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

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

  • 8) Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital: Table 6 (attached)

  • 9) Trading in derivative instruments: Note 7 and Note 20

  • 10) Others: Intercompany relationships and significant intercompany transactions: Table 7 (attached)

  • 11) Information on investees: Table 8 (attached)

  • b. Information on investments in mainland China

  • 1) Information on any investee company in mainland China, showing the name, principal business activities, paid-in capital, method of investment, inward and outward remittance of funds, ownership percentage, net income of investees, investment income or loss, carrying amount of the investment at the end of the period, repatriations of investment income, and limit on the amount of investment in the mainland China area: Table 9 (attached)

  • 2) Any of the following significant transactions with investee companies in mainland China, either directly or indirectly through a third party, and their prices, payment terms, and unrealized gains or losses:

    • a) The amount and percentage of purchases and the balance and percentage of the related payables at the end of the period: Table 5 (attached)

    • 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.

  • 182 -

  • 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

Information reported to the Group’s chief operating decision maker for the purpose of resource allocation and assessment of segment 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.

  • d. Other

  • 1) Segment revenues and results

For the year ended December 31,
2017
Revenue from external customers

Inter-segment revenue

Segment revenue

Consolidated revenue
Segment income

Non-operating income and
expenses
Profit before tax
For the year ended December 31,
2016
Revenue from external customers

Inter-segment revenue

Segment revenue

Consolidated revenue
Segment income

Non-operating income and
expenses
Profit before tax
Special
Materials
Department
$ 2,054,568

-

$ 2,054,568

$ 38,334

$ 2,269,057

-

$ 2,269,057

$ 58,350
Test
Instrument
Department
$ 9,872,816

6,679,445

$ 16,552,261

$ 2,204,131

$ 8,587,377

5,690,600

$ 14,277,977

$ 1,944,817
Automatic
Equipment
Department
$ 2,538,348

416,355

$ 2,954,703

$ 815,601

$ 382,288

325,332

$ 707,620

$ 75,074
Other
$ 435,614

25,219

$ 460,833

$ (67,607)

$ 385,647

7,495

$ 393,142

$ (115,729)
Elimination
$ -

(7,121,019)

$ (7,121,019)


$ 52,622



$ -

(6,023,427)

$ (6,023,427)


$ 50,669


Total
$ 14,901,346

-

14,901,346

$ 14,901,346

$ 3,043,081

78,986

$ 3,122,067

$ 11,624,369

-

11,624,369

$ 11,624,369

$ 2,013,181

28,876

$ 2,042,057

The sales between segments are based on fair value.

The above revenues were generated through transactions with external customers and among segments. The inter-segment revenues for the years ended December 31, 2017 and 2016 had been adjusted and eliminated from the consolidated financial statements.

  • 183 -

Segment operating income refers to profits earned by each segment, excluding remuneration of directors, share of profits or loss of associates and joint venture, rental income, interest income, gain (loss) on disposal of property, plant and equipment, gain (loss) on disposal of investment, foreign exchange gain (loss), valuation gain (loss) on financial instrument, finance costs and income tax expense. This was the measure reported to the Group’s chief operating decision maker to allocate resources to each segment and evaluate its performance.

2) Segment assets and liabilities

Segment assets
Special materials department

Test instrument department

Automatic equipment department
Other
Adjustments and eliminations

Total segment assets

Investments and other unallocated assets

Consolidated total assets

Segment liabilities
Special material department

Test instrument department
Automatic equipment department
Other
Adjustments and eliminations

Total segment liabilities
Borrowings and other unallocated liabilities

Consolidated total liabilities
December 31 December 31









2017
$ 935,074
19,209,748
2,703,688
599,309
(4,722,373)

18,725,446
3,292,166

$ 22,017,612

$ 614,525
6,330,287
2,001,270
277,289
(3,821,486)

5,401,885
3,152,898

$ 8,554,783
2016
$ 1,004,283
15,208,838

956,187

544,420
(3,154,573)
14,559,155
4,073,623
$ 18,632,778
$ 739,152

5,163,648

448,542

268,292
(2,739,124)

3,880,510
3,964,417
$ 7,844,927

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 equity method, other financial assets, and deferred tax assets. Goodwill was allocated to reportable segments.

  • b) All liabilities were allocated to reportable segments other than borrowings and deferred tax liabilities.

  • 184 -

3) Revenue from major products

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


2017
$ 2,054,568
9,872,816
2,538,348

$ 14,465,732
2016
$ 2,269,057

8,587,377
382,288
$ 11,238,722

4) Geographical information

The Group operates in three principal geographical areas - Republic of China, other Asia countries, and others.

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

Republic of China

Asia
Others

Revenue from External
Customers
Revenue from External
Customers



Non-current Assets Non-current Assets
For the Years Ended
December 31
December 31


2017
$ 7,843,613
4,650,547

2,407,186

$ 14,901,346
2016
$ 5,956,132

3,823,634

1,844,603

$ 11,624,369
2017
$ 5,605,770

507,384

458,057

$ 6,571,211
2016
$ 5,179,471

469,353

376,819
$ 6,025,643

Non-current assets exclude non-current assets classified as financial instruments, investments accounted for using equity method, prepayments for investments, and deferred tax assets.

  • 5) Information about major customers

There was no revenue from any individual customer exceeded 10% of the Group’s revenue for the years ended December 31, 2017 and 2016.

  • 185 -

CHROMA ATE INC. AND SUBSIDIARIES

FINANCING PROVIDED TO OTHERS FOR THE YEAR ENDED DECEMBER 31, 2017 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

No. Lender Borrower Financial
Statement
Account
Related
Parties
Highest
Balance for
the Period
Ending
Balance
Actual
Borrowing
Amount
Interest Rate
Nature of
Financing
(Note 6)
Business
Transaction
Amounts
Reasons for
Short-term
Financing
Allowance
for
Impairment
Loss
Collateral Collateral Financing
Limit for
Each
Borrower
Aggregate
Financing
Limits
Item Value
0 The Corporation Chroma Systems
Solutions, Inc.
Chroma Japan Corp.
Other receivables
Other receivables
Y
Y
$ 115,664
49,435
$ 115,664

46,321
$ 115,664

38,993
3.25%
-
a
a
$ 389,189
170,781
-
-
$ -
-
-
-
$ -
-
$ 1,323,068
(Note 1)

1,323,068
(Note 1)
$ 2,646,136
(Note 2)
2,646,136
(Note 2)
1 Chroma Electronics
(Shenzhen) Co., Ltd.
Chroma ATE (Suzhou)
Co., Ltd.
Other receivables Y 15,252
-

-
- a 9,414 - - - -
58,088
(Note 3)
116,176
(Note 4)

Note 1: Based on 10% of the net value of the Corporation.

Note 2: Based on 20% of the net value of the Corporation.

Note 3: Based on 10% of the net value calculated on the latest financial statements of borrowing company that have been audited.

Note 4: Based on 20% of the net value calculated on the latest financial statements of borrowing company that have been audited.

Note 5: The amounts listed in the table were translated into New Taiwan dollars at the exchange rate of US$1=NT$29.760, RMB1=NT$4.565 and JPY1 = NT$0.264 as of December 29, 2017.

Note 6: Financing provided:

  • a. For transactions.

  • b. For short-term financing.

  • 186 -

TABLE 2

CHROMA ATE INC. AND SUBSIDIARIES

ENDORSEMENTS/GUARANTEES PROVIDED FOR THE YEAR ENDED DECEMBER 31, 2017 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

No. Endorser/Guarantor Endorsee/Guarantee Endorsee/Guarantee Limits on
Endorsement/
Guarantee
Given on Behalf
of Each Party
(Note 1)

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

Aggregate
Endorsement/
Guarantee
Limit
(Note 2)
Endorsement/
Guarantee
Given by Parent
on Behalf of
Subsidiaries

Endorsement/
Guarantee
Given by
Subsidiaries on
Behalf of Parent

Endorsement/
Guarantee
Given on Behalf
of Companies in
Mainland China
Name Relationship
0 The Corporation Chroma USA
Chroma Japan Corp.
Quantel Private Ltd.
Chroma ATE Europe B.V.
Chroma ATE (Suzhou) Co.,
Ltd.
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
$ 1,984,602
1,984,602
1,984,602
1,984,602
1,984,602
$ 59,520
34,100
44,520
53,355
91,300
$ 59,520
34,100
44,520
53,355
91,300
$ 59,520
10,560
-
-
-
$ -
-
-
-
-
0.45
0.26
0.34
0.40
0.69
$ 3,969,204
3,969,204
3,969,204
3,969,204
3,969,204
Y
Y
Y
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 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.

Note 3: The amounts listed in columns were translated into New Taiwan dollars at the exchange rate of US$1=NT$29.760, JPY1=NT$0.264, RMB1=NT$4.565, EUR1=NT$35.570 as of December 29, 2017.

  • 187 -

TABLE 3

CHROMA ATE INC. AND SUBSIDIARIES

MARKETABLE SECURITIES HELD

(EXCLUDING INVESTMENT IN SUBSIDIARIES, ASSOCIATES AND JOINT CONTROLLED ENTITIES) DECEMBER 31, 2017

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

Holding Company Name Type and Name of Marketable Securities Relationship with the
Holding Company
Financial Statement Account December 31, 2017 December 31, 2017 Note
Shares/Units
(Thousands)
Carrying
Amount
Percentage of
Ownership
Fair Value
(Note)
The Corporation
Chroma New Material Corp.
Chroma Investment Co., Ltd.
Adivic Technology Co.
Chen Hwa Technology Inc.
Fund
The RSIT Enhanced Money Market Fund
Yuanta Wan Tai Money Market Fund
Mega Diamond Money Market Fund
WI Harper INC Fund VII LP
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.
TFBS Bioscience Inc.
Fund
Fuh Hwa You Li Money Market Fund
The RSIT Enhanced Money Market Fund
Fund
Hua Nan Kirin Money Market Fund
Stocks
Greatek Electronics Inc.
Adlink Technology Inc.
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
Financial assets measured at cost - non-current
Available for sale financial assets - non-current
Available for sale financial assets - non-current
Available for sale financial assets - non-current
Financial assets measured at cost - non-current
Financial assets measured at cost - non-current
Financial assets measured at cost - non-current
Financial assets measured at cost - non-current
Financial assets measured at cost - non-current
Financial assets measured at cost - non-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
Available for sale financial assets - non-current
Financial assets measured at cost - non-current
Financial assets measured at cost - non-current
Financial assets measured at cost - non-current
Available for sale financial assets - current
Financial assets measured at cost - non-current
24,722
18,863
20,372
-
6,050
412
26
4,614
3,561
2,220
1,152
903
2,000
6,829
734
5,768
85
68
1,916
4,174
26
111
3,402
-
$ 294,240
284,114
253,960
10,152
224,467
43,713
402
46,140
39,218
31,852
11,520
9,032
20,000
91,535
8,732
68,681
4,431
4,332
310,324
17,175
-
-
42,125
8,482
-
-
-
-
6.1
-
-
4.6
4.4
9.4
1.9
1.4
15.7
-
-
-
-
-
0.5
7.6
1.5
5.1
-
19.0
$ 294,240
284,114
253,960
-
224,467
43,713
402
-
-
-
-
-
20,000
91,535
8,732
68,681
4,431
4,332
310,324
-
-
-
42,125
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-

Note: The fair value of open-end beneficiary certificates and listed market securities based on the net asset value and closing price as of December 31, 2017.

  • 188 -

TABLE 4

CHROMA ATE INC. AND SUBSIDIARIES

MARKETABLE SECURITIES ACQUIRED AND DISPOSED OF AT COSTS OR PRICES OF AT LEAST NT$300 MILLION OR 20% OF THE PAID-IN CAPITAL FOR THE YEAR ENDED DECEMBER 31, 2017

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

Company Name Type and Name
of Marketable
Securities
Financial
Statement
Account
Counterpart
y
Relationship Beginning Balance Beginning Balance Acquisition Acquisition Disposal Disposal Ending Balance

Number of
Shares
(Thousands)

Amount
(Note)
Number of
Shares
(Thousands)

Amount
Number of
Shares
(Thousands)

Amount
Carrying
Amount
Gain (Loss)
on Disposal
Number of
Shares
(Thousands)

Amount
(Note)
Chroma ATE Inc.
(the
“Corporation”)
Fund
Mega Diamond
Money Market
Fund
Available for
sale financial
assets - current
- - 36,520 $ 453,518
20,095
$ 250,000
36,243
$ 450,997 $ 450,000 $ 997
20,372
$ 253,960

Note: The beginning and ending balances included adjustments for financial assets valuation gain or loss.

  • 189 -

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, 2017

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

Company Name Related Party Relationship Transaction Details Transaction Details Transaction Details Abnormal Transaction Abnormal Transaction Notes/Accounts
Receivable (Payable)
Notes/Accounts
Receivable (Payable)
Note
Purchase
(Sale)
Amount % to
Total
Payment Terms Unit Price Payment Terms Ending Balance
% to
Total
The Corporation
Neworld Electronics Ltd.
The Corporation
Chroma USA
The Corporation
Chroma Systems Solutions, Inc.
The Corporation
Chroma Electronics (Shenzhen) Co., Ltd.
The Corporation
Chroma ATE Europe B.V.
The Corporation
Chroma ATE (Suzhou) Co., Ltd.
The Corporation
Chroma Japan Corp.
The Corporation
Quantel Private Ltd.
The Corporation
Chroma Electronics (Shanghai) Co., Ltd.
Neworld Electronics Ltd.
Chroma Electronics (Shenzhen) Co., Ltd.
Neworld Electronics Ltd.
The Corporation
Chroma USA
The Corporation
Chroma Systems Solutions, Inc.
The Corporation
Chroma ATE Inc. (Shenzhen) Co., Ltd.
The Corporation
Chroma ATE Europe B.V.
The Corporation
Chroma ATE (Suzhou) Co., Ltd.
The Corporation
Chroma Japan Corp.
The Corporation
Quantel Private Ltd.
The Corporation
Chroma Electronics (Shanghai) Co., Ltd.
The Corporation
Chroma Electronics (Shenzhen) Co., Ltd.
Neworld Electronics Ltd.
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
Subsidiary
Parent company
(Sale)
Purchase
(Sale)
Purchase
(Sale)
Purchase
(Sale)
Purchase
(Sale)
Purchase
(Sale)
Purchase
(Sale)
Purchase
(Sale)
Purchase
(Sale)
Purchase
(Sale)
Purchase
$ (1,880,032)
1,880,032
(898,453)
898,453
(389,189)
389,189
(544,060)
544,060
(344,865)
344,865
(233,685)
233,685
(170,781)
170,781
(136,967)
136,967
(211,563)
211,563
(842,342)
842,342
(23)
100
(11)
100
(5)
100
(7)
100
(4)
100
(3)
100
(2)
100
(2)
100
(3)
100
(37)
58
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 120 days after delivery
Net 120 days after delivery
Net 90 days
Net 90 days
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Note
Note
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$ 870,209
(870,209)
363,520
(363,520)
110,169
(110,169)
186,932
(186,932)
184,154
(184,154)
121,743
(121,743)
163,825
(163,825)
35,422
(35,422)
104,538
(104,538)
463,578
(463,578)
28
(100)
12
(100)
4
(100)
6
(100)
6
(100)
4
(100)
5
(100)
1
(100)
3
(100)
43
(67)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
  • 190 -
Company Name Related Party Relationship Transaction Details Transaction Details 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
Neworld Electronics Ltd.
Wei Kuang Automatic Equipment (Nanjin)
Co., Ltd.
Neworld Electronics Ltd.
Chroma ATE (Suzhou) Co., Ltd.
Wei Kuang Automatic Equipment Co., Ltd.
Neworld Electronics Ltd.
Chroma Electronics (Shenzhen) Co., Ltd.
Chroma ATE (Suzhou) Co., Ltd.
Wei Kuang Automatic Equipment (Ximen)
Co., Ltd.
Wei Kuang Automatic Equipment Co., Ltd.
Wei Kuang Automatic Equipment (Nanjin)
Co., Ltd.
Neworld Electronics Ltd.
Chroma ATE (Suzhou) Co., Ltd.
Neworld Electronics Ltd.
Neworld Electronics Ltd.
Wei Kuang Automatic Equipment Co., Ltd.
Chroma ATE (Suzhou) Co., Ltd.
Chroma Electronics (Shenzhen) Co., Ltd.
Wei Kuang Automatic Equipment Co., Ltd.
Wei Kuang Automatic Equipment (Ximen)
Co., Ltd.
Same parent
company
Same parent
company
Same parent
company
Same parent
company
Same parent
company
Same parent
company
Same parent
company
Same parent
company
Same parent
company
Same parent
company
(Sale)
Purchase
(Sale)
Purchase
(Sale)
Purchase
(Sale)
Purchase
(Sale)
Purchase
$ (153,887)
153,887
(105,152)
105,152
(147,309)
147,309
(110,036)
110,036
(121,214)
121,214
(7)
72
(5)
24
(6)
13
(6)
25
(46)
25
Net 90 days
Net 90 days
Net 90 days
Net 90 days
Net 180 days after delivery
Net 180 days after delivery
Net 90 days after monthly closing
Net 90 days after monthly closing
Net 120 days after monthly
closing
Net 120 days after monthly
closing
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$ 84,919
(84,919)
43,058
(43,058)
77,732
(77,732)
128,756
(128,756)
114,442
(114,442)
8
(59)
4
(14)
14
(8)
19
(42)
70
(13)
-
-
-
-
-
-
-
-
-
-

Note: The actual credit period longer than other customers, approximate 12 months.

  • 191 -

TABLE 6

CHROMA ATE INC. AND SUBSIDIARIES

RECEIVABLES FROM RELATED PARTIES AMOUNTING TO AT LEAST $100 MILLION OR 20% OF THE PAID-IN CAPITAL DECEMBER 31, 2017

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

Company Name Related Party Relationship Ending Balance Turnover Rate Overdue Overdue Amount Received
in Subsequent
Period (Note)
Allowance for
Impairment Loss
Amount Action Taken
The Corporation
Neworld Electronics Ltd.
Chroma Electronics
(Shenzhen) Co., Ltd.
Wei Kuang Automatic
Equipment (Ximen)
Co., Ltd.
Neworld Electronics Ltd.
Chroma USA
Chroma Electronics
(Shenzhen) Co., Ltd.
Chroma ATE Europe B.V.
Chroma System Solutions, Inc.
Chroma Japan Corp.
Chroma ATE (Suzhou) Co.,
Ltd.
Chroma Electronics (Shanghai)
Co., Ltd.
Chroma Electronics
(Shenzhen) Co., Ltd.
Chroma ATE (Suzhou) Co.,
Ltd.
Wei Kuang Automatic
Equipment Co., Ltd.
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Same parent
company
Same parent
company
Same parent
company
Trade receivables
$ 870,209
Trade receivables
363,520
Trade receivables
186,932
Trade receivables
184,154
Trade receivables
110,169
Other receivables - financing provided
115,664
Trade receivables
163,825
Trade receivables
121,743
Trade receivables
104,538
Trade receivables
463,578
Trade receivables
128,756
Trade receivables
114,442
2.44
3.14
4.32
2.25
2.94
-
1.21
2.18
3.93
6.17
5.43
4.70
$ -
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$ 400,434
7,933
101,687
31,603
55,858
-
28,620
79,821
29,352
43,842
9,533
114,442
$ -
-
-
-
-
-
-
-
-
-
-
-

Note: As of February 22, 2018.

  • 192 -

TABLE 7

CHROMA ATE INC. AND SUBSIDIARIES

INTERCOMPANY RELATIONSHIPS AND SIGNIFICANT INTERCOMPANY TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 2017 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

No. Company Name Counterparty Flow of
Transactions
(Note 1)
Transaction Details Transaction Details Percentage to
Consolidated
Total
Operating
Revenue or
Total Assets

Account
Amount Transaction Terms
0 Chroma ATE Inc. (the “Corporation”) Neworld Electronics Ltd.
Chroma USA
Chroma Electronics (Shenzhen) Co., Ltd.
Chroma Systems Solutions, Inc.
Chroma Europe
Chroma ATE (Suzhou) Co., Ltd.
Chroma Electronics (Shanghai) Co., Ltd.
Chroma Japan
Quantel Private Ltd.
Testar Electronics Co.
Chroma USA
Wei Kuang Automatic Equipment Co., Ltd.
Chroma ATE (Suzhou) Co., Ltd.
Testar Electronics Co.
Chroma Electronics (Shanghai) Co., Ltd.
Chroma ATE (Suzhou) Co., Ltd.
Neworld Electronics Ltd.
Neworld Electronics Ltd.
Chroma USA
Chroma Electronics (Shenzhen) Co., Ltd.
Chroma Europe
Chroma Japan
Chroma ATE (Suzhou) Co., Ltd.
Chroma Systems Solutions, Inc.
Chroma Electronics (Shanghai) Co., Ltd.
Testar Electronics Co.
Quantel Private Ltd.
Chroma Systems Solutions, Inc.
Chroma Japan
Testar Electronics Co.
Neworld Electronics Ltd.
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 costs
Operating costs
Operating costs
Rental revenue
Commissions expense
Commissions expense
Other revenue
Trade receivables
Trade receivables
Trade receivables
Trade receivables
Trade receivables
Trade receivables
Trade receivables
Trade receivables
Trade receivables
Trade receivables
Other receivables - financing provided
Other receivables - financing provided
Other receivables
Other receivables
$ 1,880,032
898,453
544,060
389,189
344,865
233,685
211,563
170,781
136,967
48,905
78,417
47,031
35,413
13,815
11,836
11,146
19,732
870,209
363,520
186,932
184,154
163,825
121,743
110,169
104,538
98,514
35,422

115,664

38,993
53,543
10,317
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
Note 3
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
13
6
4
3
2
2
1
1
1
-
1
-
-
-
-
-
-
4
2
1
1
1
1
1
-
-
-
1
-
-
-
1 Chroma USA Chroma Japan
Chroma Japan
Chroma Systems Solutions, Inc.
Chroma Japan
Chroma Japan
b
b
a
b
b
Operating revenue
Operating costs
Dividends receivable
Prepayments
Trade payables
19,771
68,382
11,904
29,786
41,647
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
-
-
-
-
-
(Continued)
  • 193 -
No. 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
2 Neworld Electronics Ltd. Chroma Electronics (Shenzhen) Co., Ltd.
Wei Kuang Automatic Equipment (Nanjin) Co., Ltd.
Chroma ATE (Suzhou) Co., Ltd.
Chroma Electronics (Shanghai) Co., Ltd.
Wei Kuang Automatic Equipment (Xiamen) Co.,
Ltd.
Wei Kuang Automatic Equipment Co., Ltd.
Chroma Electronics (Shenzhen) Co., Ltd.
Chroma ATE (Suzhou) Co., Ltd.
Chroma Electronics (Shanghai) Co., Ltd.
Chroma Electronics (Shenzhen) Co., Ltd.
Wei Kuang Automatic Equipment (Nanjin) Co., Ltd.
Chroma ATE (Suzhou) Co., Ltd.
Chroma Electronics (Shanghai) Co., Ltd.
Chroma Electronics (Shenzhen) Co., Ltd.
Wei Kuang Automatic Equipment Co., Ltd.
Wei Kuang Automatic Equipment Co., Ltd.
Wei Kuang Automatic Equipment (Nanjin) Co., Ltd.
a

b
b
a
b
b
a
b
a
a

b
b
a
a
b
b

b
Operating revenue
Operating revenue
Operating revenue
Operating revenue
Operating revenue
Operating costs
Commissions expense
Commissions expense
Commissions expense
Trade receivables
Trade receivables
Trade receivables
Trade receivables
Other receivables
Prepayments
Trade payables
Receipts in advance
$ 842,342
153,887
105,152
47,920
19,418
147,309
39,444
37,656
23,338
463,578
84,919
43,058
10,449
99,531
20,347
77,732
23,937
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
6
1
1
-
-
1
-
-
-
2
-
-
-
-
-
-
-
3 Chroma Electronics (Shenzhen) Co., Ltd. Chroma ATE (Suzhou) Co., Ltd.
Chroma Electronics (Shanghai) Co., Ltd.
Chroma Electronics (Shanghai) Co., Ltd.
Chroma ATE (Suzhou) Co., Ltd.
Sajet System Technology (Suzhou) Co., Ltd.
Chroma ATE (Suzhou) Co., Ltd.
Chroma Electronics (Shanghai) Co., Ltd.
b
b
b
b
b
b
b
Operating revenue
Operating revenue
Operating costs
Operating costs
Operating costs
Trade receivables
Trade receivables
110,036
76,345
30,476
16,064
15,832
128,756
61,034
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
1
1
-
-
-
1
-
4 Chroma Electronics (Shanghai) Co., Ltd. Chroma ATE (Suzhou) Co., Ltd.
Chroma ATE (Suzhou) Co., Ltd.
b
b
Operating costs
Trade payables
26,970
16,123
Based on regular terms
Based on regular terms
-
-
5 Wei Kuang Automatic Equipment (Xiamen) Co.,
Ltd.
Wei Kuang Automatic Equipment Co., Ltd.
Wei Kuang Automatic Equipment (Nanjin) Co., Ltd.
Wei Kuang Automatic Equipment Co., Ltd.
Wei Kuang Automatic Equipment Co., Ltd.
Wei Kuang Automatic Equipment (Nanjin) Co., Ltd.
b

b
b
b

b
Operating revenue
Operating revenue
Operating costs
Trade receivables
Trade receivables
121,214
34,128
33,182
114,442
24,227
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
1
-
-
1
-
6 Wei Kuang Automatic Equipment (Nanjin) Co.,
Ltd.
Wei Kuang Automatic Equipment Co., Ltd. b Operating costs 24,092 Based on regular terms -

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.

(Concluded)

  • 194 -

TABLE 8

CHROMA ATE INC. AND SUBSIDIARIES

INFORMATION ON INVESTEES FOR THE YEAR ENDED DECEMBER 31, 2017

(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, 2017 as of December 31, 2017 Net Income
(Loss) of the
Investee
Investment
Gain (Loss)
Note
December 31,
2017
December 31,
2016
Shares
(Thousands)
Percentage of
Ownership
Carrying
Amount
The Corporation
Chroma USA
San Eagle Development Corp.
EVT Technology Co., Ltd.
Adivic Technology Co., Ltd.
Quantel Private Ltd
Chroma ATE Europe B.V.
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 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 Electronics Corporation
EVT Technology Co., Ltd.
Innovative Nanotech Incorporated
Touch Cloud Incorporation
Chroma Systems Solutions, Inc.
Wei Kuang Mech. Eng. Inc.
Wei Da Electric Vehicle Co., Ltd.
Adivic Holding Corporation
Quantel Technologies India Private Ltd.
Quantel Global Vietnam Co., Ltd.
Chroma Germany GmbH
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
Taoyuan, Taiwan
Taipei, Taiwan
U.S.A.
Mauritius
Pingtung, Taiwan
Samoa
India
Vietnam
Germany
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
Monitoring instruments of nanoparticles
Development of cloud platform and Internet of Things Systems
Sale and maintenance of electronic test instruments, etc.
Investments
Sale and lease of motorcycles
Sale and research of RF device
Sale and maintenance of test instruments, etc.
Sale and maintenance of test instruments, etc.
Sale and maintenance of electronic test instruments, etc.
$ 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
193,800
147,125
29,628
12,217
17,500
247,096
67,481
70,000
57,000
64
185,686
3,750
42,245
3,056
6,219
1,073
$ 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
-
-
-
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
12,240
9
120
215
1,750
20,160
6,644
7,000
5,700
240
4,475
375
1,000
65
-
30
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
73.8
89.3
78.1
50.0
100.0
75.0
100.0
100.0
100.0
100.0
$ 817,757
669,747
529,538
420,605
860,666
156,232
115,153
105,899
113,954
73,859
99,403
118,957
50,420
56,290
(35,580)
(31,012)
60,772
17,626
17,379
22,652
67,777
55,342
132,978
662,527
(3,906)
11,158
2,970
3,857
(4,263)
$ 212,326
115,884
380,332
23,234
609,624
33,536
10,797
2,610
7,506
18,553
22,751
40,769
1,209
(55,499)

1,131

52,426
12,609
94
19,459
(13,961)
(2,487)
(2,123)
52,426
115,961

18
(5,811)
(68)
(1,524)

(5,147)
$ 212,326
115,884
42,960
23,234
609,616
33,536
5,360
2,610
1,336
18,553
6,211
40,871
1,209

(30,314)
1,129
13,107
12,609
33
13,075

(8,252)

(2,434)

(1,658)
NA
NA
NA

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
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
  • 195 -

TABLE 9

CHROMA ATE INC. AND SUBSIDIARIES

INFORMATION ON INVESTMENTS IN MAINLAND CHINA FOR THE YEAR ENDED DECEMBER 31, 2017

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

Investee Company Main Businesses and Products Main Businesses and Products Paid-in Capital
(Note 2)
Method of Investment
(Note 1)
Accumulated
Outward
Remittance for
Investment from
Taiwan as of
January 1, 2017
(Note 3)
Remittance of Funds Remittance of Funds Accumulated
Outward
Remittance for
Investment from
Taiwan as of
December 31,
2017
(Note 3)

Net Income
(Loss) of the
Investee
Percentage of
Ownership in
Investment

Investment
Gain (Loss)
(Notes 4 and 5)
Carrying
Amount as of
December 31,
2017
(Note 2)
Accumulated
Inward
Remittance of
Earnings as of
December 31,
2017

Outward
Inward
Chroma Electronics (Shenzhen) Co., Ltd.
Chroma Electronics (Shanghai) Co., Ltd.
Chroma (Shanghai) Trading Co., Ltd.
Hangzhou New Material Chroma Co., Ltd.
Chroma ATE (Suzhou) Co., 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 computerized automatic test systems,
peripherals and electronic test instruments
Sale of computerized automatic test systems,
peripherals and electronic test instruments
International and transit trading, commercial
simple processing and commercial
consulting service and etc.
Production and sale of semiconductor
connecting materials
Sale of computerized automatic test systems,
peripherals and electronic test instruments
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
$ 114,210
(HK$ 30,000)
89,280
(US$ 3,000)
80,352
(US$ 2,700)
44,640
(US$ 1,500)
113,088
(US$ 3,800)
54,191
(RMB 11,871)
52,119
(RMB 11,417)
7,929
(RMB
1,737)
38,227
(RMB
8,374)
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)
$ 129,943
38,063
(152)
6,461
33,556
42,960
70,743
1,145

15,237
100
100
100
19
100
100
100
100
100
$ 129,943
38,063
(152)
-
33,556
42,960
70,743
1,145
15,237
$ 580,830

105,707

88,056

8,482

202,520

257,260

320,090

45,602

60,767
$ -

-

-

-

-

-

-

-

-
Accumulated Outward Remittance for
Investment in Mainland China as of
December 31, 2017
Investment Amounts Authorized by the
Investment Commission, MOEA
Upper Limit on the Amount of Investment Stipulated by
Investment Commission, MOEA
$635,051
(HK$1,200, US$19,312)
$725,060
(HK$1,400, US$22,076) (Note 6)
$7,938,408 (Note 7)

(Continued)

  • 196 -

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 balance sheet date were translated into New Taiwan dollars at the rates of HK$1=NT$3.807, US$1=NT$29.760, RMB1=NT$4.565 prevailing on December 29, 2017.

Note 3: The amounts of accumulated outflow of investment from Taiwan as of January 1, 2017 and December 31, 2017 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$3.905, US$1=NT$30.432, RMB1=NT$4.507 for the year ended December 31, 2017.

Note 6:

Approval Letter Approved Amount 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)
q. Letter II-10600164500 of Investment Commission of MOEA NT$ 29,898 (US$ 990)
  • 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: The Corporation 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.

  • 197 -

Chroma ATE Inc.

Financial Statements for the Years Ended December 31, 2017 and 2016 and Independent Auditors’ Report

  • 198 -

NDEPENDENT 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, 2017 and 2016, 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, 2017 and 2016, 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, 2017. 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, 2017 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 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 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.

  • 199 -

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, including 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 adjusts the product portfolio in response to the rapid change in the market and business fluctuation. The market competition or technique replacement may result in the risk of inventories becoming unmarketable or prices slump due to lack of demand in the market. As stated in Note 5, 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 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 audit committee, are responsible for overseeing the Corporation’s financial reporting process.

  • 200 -

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.

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.

  • 201 -

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, 2017 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 Cheng-Ming Lee and Wen-Chi Kuo.

Deloitte & Touche Taipei, Taiwan Republic of China

February 22, 2018

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.

  • 202 -

CHROMA ATE INC.

BALANCE SHEETS DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars)

ASSETS
CURRENT ASSETS
Cash and cash equivalents (Note 6)

Financial assets at fair value through profit or loss - current (Note 7)
Available-for-sale financial assets - current (Note 8)
Notes receivable
Notes receivable - related parties (Note 26)
Trade receivables, net (Note 10)
Trade receivables - related parties (Notes 10 and 26)
Other receivables - related parties (Note 26)
Inventories (Note 11)
Prepayments
Other current assets (Note 26)

Total current assets

NON-CURRENT ASSETS
Available-for-sale financial assets - non-current (Note 8)
Financial assets measured at cost - non-current (Note 9)
Investments accounted for using equity method (Note 12)
Property, plant and equipment (Notes 13 and 27)
Goodwill (Note 14)
Deferred tax assets (Note 21)
Prepayments for land and equipment (Note 28)
Refundable deposits
Prepayments for investments
Other non-current assets

Total non-current assets

TOTAL

LIABILITIES AND EQUITY

CURRENT LIABILITIES

Short-term borrowings (Note 15)

Notes payable (Note 26)

Trade payables

Trade payables - related parties (Note 26)

Other payables (Note 17)

Current tax liabilities (Note 21)

Receipts in advance (Note 26)

Current portion of long-term borrowings (Note 15)

Other current liabilities


Total current liabilities


NON-CURRENT LIABILITIES

Bonds payable (Note 16)

Long-term borrowings (Note 15)

Deferred tax liabilities (Note 21)

Net defined benefit liabilities (Note 18)

Guarantee deposits received


Total non-current liabilities


Total liabilities


EQUITY ATTRIBUTABLE TO OWNERS OF THE CORPORATION (Note 19)

Ordinary share capital

Capital surplus

Retained earnings

Legal reserve

Special reserve

Unappropriated earnings

Total retained earnings

Other equity

Treasury shares


Total equity


TOTAL
2017
Amount
%
$ 2,046,071 11
31
-
832,314
4
4,776
-
794
-
843,458
5
2,250,031 12
160,609
1
1,862,318 10
100,866
-
111,241

1

8,212,509
44

268,582
1
167,914
1
4,358,436 23
1,789,099 10
94,424
1
163,714
1
3,501,726 19
2,335
-
-
-
960

-

10,347,190
56

$ 18,559,699
100

$ 300,000
2
3,790
-
1,372,241
7
34,519
-
721,008
4
167,807
1
61,593
-
1,200,000
7
16,129

-

3,877,087
21

99,703
-
900,000
5
294,229
2
157,432
1
569

-

1,451,933

8

5,329,020
29

4,118,942
22

3,187,289
17

1,896,570 10
86,888
-
3,988,838
22

5,972,296
32

(12,134)

-

(35,714)

-

13,230,679
71

$ 18,559,699
100
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

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

  • 203 -

CHROMA ATE INC.

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUE (Note 26)
Sales

Less: Sales returns
Sales allowances

Net operating revenue

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
Finance costs (Note 20)
Share of profit of subsidiaries, associates and
joint ventures, net (Note 12)

Interest income (Note 26)
Rental income (Note 26)
Dividend income
Other income (Note 26)
Losses on disposal of property, plant and
equipment, net
Gain on disposal of investments, net
Valuation gain on financial assets (liabilities) at
fair value through profit or loss, net (Note 16)
Other expenses
Exchange loss, net (Note 29)

Total non-operating income and expenses

(Continued)
2017
Amount
%
$ 8,034,225
100
(13,935)
-
(2,284)

-

8,018,006
100
(3,861,228)
(48)

4,156,778
52
(39,916)
(1)

4,116,862
51

771,907
10
500,298
6
1,085,279
13

2,357,484
29

1,759,378
22

(12,490)
-
1,111,001
14
16,521
-
29,908
-
24,115
-
41,040
1
(106)
-
13,792
-

539
-
(33)
-
(117,951)
(1)

1,106,336
14
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

(27,140)
-

246,007
3

8,793
-

29,738
-

46,998
1

32,408
1

(3,387)
-

2,431
-

2,884
-

(29)
-
(57,580)
(1)
281,123

4
  • 204 -

CHROMA ATE INC.

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

PROFIT BEFORE INCOME TAX

INCOME TAX EXPENSE (Note 21)

NET PROFIT FOR THE YEAR

OTHER COMPREHENSIVE INCOME (LOSS)
Items that will not be reclassified subsequently
to profit or loss:
Remeasurement of defined benefit plans
Share of the other comprehensive income
(loss) of subsidiaries, associates and joint
ventures accounted for using equity method
Item that may be reclassified subsequently to
profit or loss
Exchange differences on translating foreign
operations
Unrealized loss on available-for-sale financial
assets
Share of the other comprehensive income
(loss) of subsidiaries, associates and joint
ventures accounted for using equity method
Total other comprehensive loss

TOTAL COMPREHENSIVE INCOME

EARNINGS PER SHARE (NT$; Note 22)
Basic
Diluted
2017
Amount
%
$ 2,865,714
36
307,313

4

2,558,401
32

(8,846)
-

1,891
-
(64,660) (1)
(53,099) (1)
(8,513)

-

(133,227)
(2)

$ 2,425,174
30

$6.41
$6.18
2016















Amount
%
$ 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

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

  • 205 -

CHROMA ATE INC.

STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars, Except Amounts Per Share)

Ordinary Share
Capital
Capital Surplus
BALANCE AT JANUARY 1, 2016
$ 3,791,699
$ 1,302,269

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 subsidiaries, associates
and joint ventures accounted for using equity method
-
27,978
Net profit for the year ended December 31, 2016
-
-
Other comprehensive income (loss) for the year ended December 31, 2016
-

-

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

-

Conversion of convertible bonds
59,823
326,205
Adjustment of capital surplus for corporation's cash dividends received by
subsidiaries
-
4,545
Share-based payment transaction

47,350

299,162

BALANCE AT DECEMBER 31, 2016
3,898,872
1,960,159
Appropriation of the 2016 earnings
Legal reserve
-
-
Cash dividends - NT$3.3 per share
-
-
Other changes in capital surplus
Change in capital surplus from investments in subsidiaries, associates
and joint ventures accounted for using equity method
-
(8,326 )
Net profit for the year ended December 31, 2017
-
-
Other comprehensive income for the year ended December 31, 2017

-

-

Total comprehensive income for the year ended December 31, 2017

-

-

Conversion of convertible bonds
201,515
1,101,453
Adjustment of capital surplus for corporation's cash dividends received by
subsidiaries
-
6,170
Share-based payment transaction
18,678
127,833
Buy-back of treasury shares
-
-
Cancelation of treasury shares

(123)

-

BALANCE AT DECEMBER 31, 2017
$ 4,118,942
$ 3,187,289
Retained Earnings Total
$ 3,952,185

-
(910,200 )
-
1,719,935

(26,645)


1,693,290

-
-

-

4,735,275
-
(1,314,425 )
-
2,558,401

(6,955)


2,551,446

-
-
-
-

-

$ 5,972,296
Other Equity Total
Treasury Shares
$ 399,665
$ (35,714 )

-
-
-
-
-
-
-
-

(191,678)

-


(191,678)

-

-
-
-
-

(149,952)

-

58,035
(35,714 )
-
-
-
-
-
-
-
-

(126,272)

-


(126,272)

-

-
-
-
-
56,103
-
-
(123 )

-

123

$ (12,134)
$ (35,714)
Total Equity
$ 9,410,104
-
(910,200 )
27,978
1,719,935

(218,323)

1,501,612
386,028
4,545

196,560
10,616,627
-
(1,314,425 )
(8,326 )
2,558,401

(133,227)

2,425,174
1,302,968
6,170
202,614
(123 )

-
$ 13,230,679







Exchange
Differences on Unrealized Gain
Translating
(Loss) on
Foreign
Available-for-sale
Unearned
Operations
Financial Assets Employee Benefit
$ 127,968
$ 271,697
$ -

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

(152,882)

(38,796)

-


(152,882)

(38,796)

-

-
-
-
-
-
-

-

-

(149,952)

(24,914 )
232,901
(149,952 )
-
-
-
-
-
-
-
-
-
-
-
-

(72,719)

(53,553)

-


(72,719)

(53,553)

-

-
-
-
-
-
-
-
-
56,103
-
-
-

-

-

-

$ (97,633)
$ 179,348
$ (93,849)







Unappropriated
Legal Reserve
Special Reserve
Earnings
$ 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
171,994
-
(171,994 )
-
-
(1,314,425 )
-
-
-
-
-
2,558,401

-

-

(6,955)


-

-

2,551,446

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

-

-

-

$ 1,896,570
$ 86,888
$ 3,988,838

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

  • 206 -

CHROMA ATE INC.

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax

Adjustments for:
Depreciation
Provision for bad debts expense
Net gain on fair value changes of financial assets (liabilities)
designated as at fair value through profit or loss
Finance costs
Interest income
Dividend income
Compensation costs of share-based payments
Share of profits of subsidiaries, associates and joint ventures
accounted for using equity method

Loss on disposal of property, plant and equipment
Gain on disposal of investments
(Reversal of impairment) impairment loss on non-financial
assets
Unrealized gain on the transactions with subsidiaries and
associates
Net loss on foreign currency exchange
Net changes in operating assets and liabilities
Notes receivable
Trade receivables
Inventories
Prepayments
Other current assets
Notes payable
Trade payables
Other payables
Receipts in advance
Other current liabilities
Net defined benefit liabilities

Cash generated from operations
Income tax paid

Net cash generated from operating activities

CASH FLOWS FROM INVESTING ACTIVITIES
Payment to acquire available-for-sale financial assets
Proceeds from disposal of available-for-sale financial assets

Proceeds from disposal of financial assets measured at cost
Cash returned of capital reduction of financial assets measured at
cost
Payments to acquire investments accounted for using equity
method
Increase in prepayments for investments
Payments for property, plant and equipment
Proceeds from disposal of property, plant and equipment
Increase in refundable deposits
2017
$ 2,865,714

168,141
36,000
(539)
12,490
(16,521)
(24,115)
121,593
(1,111,001)
106
(13,792)
(37,331)
39,916
137,192
(738)
(943,125)
(425,391)
(69,871)
(731)
3,280
271,543
60,306
(105,489)
5,478
(9,174)

963,941

(302,752)

661,189

(476,000)
1,678,988
2,552
23,111
(217,858)
-
(71,611)
3,875
(259)
2016
$ 2,007,521
157,159
11,000

(2,884)
27,140

(8,793)

(46,998)
86,618

(246,007)
3,387

(2,431)

8,500
80,134
52,244

5,872

(684,082)

(249,471)

20,839

2,969
475
586,054
196,817

138,971
(5,864)
(7,457)
2,131,713
(156,902)
1,974,811

(600,000)
400,910
1,521
9,587

(225,749)
(20,000)

(32,068)
7,046

(133)
(Continued)

207

CHROMA ATE INC.

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars)

(Increase) decrease in other receivables - related parties

Decrease in other non-current assets
Increase in prepayments for equipment
Interest received
Dividends received

Net cash generated from (used in) investing activities

CASH FLOWS FROM FINANCING ACTIVITIES
Increase (decrease) in short-term borrowings
Proceeds from long-term borrowings
Repayments of long-term borrowings
Increase in guarantee deposits
Cash dividends paid

Exercise of employee stock options
Payments for buy-back of ordinary shares
Interest paid
Proceeds from issuance of employee restricted shares

Net cash used in financing activities

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

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

CASH AND CASH EQUIVALENTS AT THE END OF THE
YEAR
2017
$ (10,108)
-
(465,376)
17,189
181,175

665,678

300,000
900,000
(800,000)
-
(1,314,425)
79,128
(123)
(30,440)
1,850

(864,010)

(41,624)

421,233
1,624,838

$ 2,046,071
2016
$ 5,594
8,006

(976,731)
7,905
353,099
(1,061,013)
(100,000)
770,000

-
3

(910,200)
80,049

-

(25,245)
31,000
(154,393)
(13,459)
745,946
878,892
$ 1,624,838

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

(Concluded)

208

NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (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 parent company only financial statements are presented in the Corporation’s functional currency, the New Taiwan dollar (NTD).

2. APPROVAL OF FINANCIAL STATEMENTS

The parent company only financial statements were approved by the Corporation’s board of directors on February 22, 2018.

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

  • a. Initial application of the 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) (collectively, the “IFRSs”) endorsed and issued into effect by the Financial Supervisory Commission (FSC)

Except for the following, the initial application of the amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IFRSs endorsed and issued into effect by the FSC did not have any material impact on the Corporation’s accounting policies:

  • 1) Amendment to IFRS 2 “Share-based Payment” in Annual Improvements to IFRSs of 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 Corporation or another entity in the same group or the market price of the equity instruments of the Corporation or another entity in the same group (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, nonmarket conditions or non-vesting conditions are accounted for differently, and the aforementioned amendment should be applied prospectively to those share-based payments granted on or after January 1, 2017. Refer to Note 23 for information on the share-based payments granted in 2017.

  • 209 -

  • 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 and issued into effect by the FSC. In addition, as a result of the post implementation review of IFRSs in Taiwan, the amendments also include an emphasis on certain recognition and measurement considerations and add requirements for disclosures of related party transactions and goodwill.

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

  • b. The Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IFRSs endorsed by the FSC for application starting from 2018
New IFRSs
Annual Improvements to IFRSs 2014-2016 Cycle

Amendments 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”

IFRS 15 “Revenue from Contracts with Customers”

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

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
January 1, 2018
January 1, 2018
January 1, 2017
January 1, 2017
January 1, 2018
January 1, 2018

Note 1: Unless stated otherwise, the above New IFRSs are effective for annual periods beginning on or after their respective effective dates.

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

  • 210 -

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:

IFRS 9 “Financial Instruments” and related amendment-Classification, measurement and impairment of financial assets

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

The Corporation’s 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 Corporation analyzed the facts and circumstances of its financial assets that exist at December 31, 2017 and performed the assessment of the impact of IFRS 9 on the classification and measurement of financial assets. Under IFRS 9:

1) Listed shares, emerging market shares, and unlisted shares classified as available-for-sale will be classified as at fair value through profit or loss or designated as at fair value through other comprehensive income. When it is designated as at fair value through other comprehensive income, the fair value gains or losses accumulated in other equity will be transferred directly to retained earnings instead of being reclassified to profit or loss on disposal. Besides this, unlisted shares measured at cost will be measured at fair value instead;

2) Mutual funds classified as available-for-sale will be classified as at fair value through profit or loss because the contractual cash flows are not solely payments of principal and interest on the principal outstanding and they are not equity instruments.

IFRS 9 requires impairment loss on financial assets to be recognized by using the “Expected Credit Losses Model”. A loss allowance is required for financial assets measured at amortized cost, investments in debt instruments 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 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.

The Corporation will elect not to restate prior reporting periods when applying the requirements for the classification, measurement and impairment of financial assets under IFRS 9, but will recognize the cumulative effect of the initial application at the date of initial application and will provide the disclosures related to the classification and the adjustment information upon initial application of IFRS 9.

  • 211 -

The anticipated impact on assets, liabilities and equity of retrospective application of the requirements for the classification, measurement and impairment of financial assets as of January 1, 2018 is set out below:

Adjusted
Carrying Adjustments Carrying
Amount as of Arising from Amount as of
December 31, Initial January 1,
2017 Application
2018
Impact on assets, liabilities and equity
Financial assets at fair value through
profit or loss - current
$
31
$ 832,314
$ 832,345
Available-for-sale financial assets -
current 832,314 (832,314)
-
Financial assets at fair value through
profit or loss - non-current - 6,013 6,013
Financial assets at fair value through other
comprehensive income - non-current - 534,466 534,466
Available-for-sale financial assets - non-
current 268,582 (268,582)
-
Financial assets measured at amortized
cost - non-current 167,914 (167,914)
-
Investments accounted for using equity
method
4,358,436

3,663
4,362,099
$ 5,627,277
$ 107,646
$ 5,734,923
Unappropriated earnings
$ 3,988,838
$ 135,130
$ 4,123,968
Other equity
(12,134)

(27,484)

(39,618)
Total effect on equity
$ 3,976,704
$ 107,646
$ 4,084,350

Except for the above impacts, the Corporation has assessed that the application of above standards and interpretations will not have any material impact on the Corporation’s financial position and financial performance.

  • b. New IFRSs in issue but not yet endorsed and issued into effect by the FSC
New IFRSs
Annual Improvements to IFRSs 2015-2017 Cycle

Amendments to IFRS 9 “Prepayment Features with Negative
Compensation”

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

IFRS 16 “Leases”

IFRS 17 “Insurance Contracts”

Amendments to IAS 19 “Plan Amendment, Curtailment or
Settlement”

Amendments to IAS 28 “Long-term Interests in Associates and
Joint Ventures”

IFRIC 23 “Uncertainty Over Income Tax Treatments”
Effective Date
Announced by IASB (Note
1)
January 1, 2019
January 1, 2019
To be determined by IASB
January 1, 2019 (Note 2)
January 1, 2021
January 1, 2019 (Note 3)
January 1, 2019
January 1, 2019

Note 1: Unless stated otherwise, the above New IFRSs are effective for annual periods beginning on or after their respective effective dates.

  • 212 -

  • Note 2: On December 19, 2017, the FSC announced that IFRS 16 will take effect starting from January 1, 2019.

  • Note 3: The Corporation shall apply these amendments to plan amendments, curtailments or settlements occurring on or after January 1, 2019.

1) IFRS 16 “Leases”

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

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

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

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

2) Annual Improvements to IFRSs 2015-2017 Cycle

Several standards, including IFRS 3, IFRS 11, IAS 12 and IAS 23 “Borrowing Costs”, were amended in this annual improvement. IAS 23 was amended to clarify that, if any specific borrowing remains outstanding after the related asset is ready for its intended use or sale, that borrowing becomes part of the funds that an entity borrows generally when calculating the capitalization rate on general borrowings. The amendment shall be applied prospectively.

  • 3) Amendments to IAS 19 “Plan Amendment, Curtailment or Settlement”

The amendments stipulate that, if a plan amendment, curtailment or settlement occurs, the current service cost and the net interest for the remainder of the annual reporting period are determined using the actuarial assumptions used for the remeasurement of the net defined benefit liabilities (assets). In addition, the amendments clarify the effect of a plan amendment, curtailment or settlement on the requirements regarding the asset ceiling. The amendment shall be applied prospectively.

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

  • 213 -

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Statement of Compliance

The parent company only financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

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 and net defined benefit liabilities which are measured at the present value of the defined benefit obligation less the fair value of plan assets.

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, 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 an 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 an asset or liability.

When preparing its parent company only financial statements, the Corporation used equity method to account for its investment in subsidiaries, associates and joint ventures. In order for the amounts of the net profit for the year, other comprehensive income for the year and total equity in the parent company only financial statements to be the same with the amounts attributable to the owner of the Corporation in its consolidated financial statements, adjustments arising from the differences in accounting treatment between the parent company only basis and the consolidated basis were made to investments accounted for using 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 these parent company only financial statements.

Classification of Current and Non-current Assets and Liabilities

Current assets include:

a.Assets held primarily for the purpose of trading;

b.Assets expected to be realized within 12 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 12 months after the reporting period.

Current liabilities include:

a.Liabilities held primarily for the purpose of trading;

b.Liabilities due to be settled within 12 months after the reporting period; and

c.Liabilities for which the Corporation does not have an unconditional right to defer settlement for at least 12 months after the reporting period.

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

  • 214 -

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 joint ventures are accounted for by the equity method.

a.Investment in subsidiaries

Subsidiaries are the entities that are controlled by the Corporation.

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 using 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.

  • 215 -

The Corporation assesses its investment for any impairment by comparing the carrying amount with the estimated recoverable amount as assessed based on the entire financial statements of the invested company. Impairment loss is recognized when the carrying amount exceeds the recoverable amount. If the recoverable amount of the investment subsequently increases, the Corporation recognizes 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 resulting from upstream transactions and transactions between subsidiaries are recognized in the Corporation’s financial statements only to the extent of interests in the subsidiaries 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.

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 ventures attributable to the Corporation.

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 an 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 capital surplus from investments in associates and joint ventures accounted for using equity method. If the Corporation’s ownership interest is reduced due to the additional subscription of the new shares of the 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 equity method is insufficient, the shortage is debited to retained earnings.

  • 216 -

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 using 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 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 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 parent company only 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.

Property, 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 cash-generating units or groups of cash-generating units (referred to as cash-generating unit) that is expected to benefit from the synergies of the combination.

  • 217 -

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.

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 the 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.

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.

Impairment of Tangible and Intangible Assets Other Than Goodwill

At the end of each reporting period, the Corporation reviews the carrying amounts of its tangible and intangible assets, excluding goodwill, to determine whether there is any indication that those assets have suffered any 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 cash-generating units on a reasonable and consistent basis of allocation.

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

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

  • 218 -

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

Financial Instruments

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

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

a. Financial assets

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

1) Measurement categories

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.

a)Financial assets at fair value through profit or loss

Financial assets are classified as at fair value through profit or loss when such financial assets are held for trading, and are stated at fair value, with any gains or losses arising on remeasurement recognized in profit or loss. The net gain or loss recognized in profit or loss incorporates any dividends or interest earned on the financial asset. Fair value is determined in the manner described in Note 25.

b)Available-for-sale financial assets

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

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

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

  • 219 -

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 measured 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 and cash and cash equivalent) are measured at amortized cost using the effective interest method, less any impairment, except for shortterm receivables when the effect of discounting is immaterial.

Cash equivalent includes time deposits with original maturities within 3 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.

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, as a result of one or more events that occurred after the initial recognition of the financial asset, that the estimated future cash flows of the investment have been affected.

For financial assets carried at amortized cost, such as trade receivables, such assets are assessed for impairment on a collective basis even if they were assessed not to be impaired individually. Objective evidence of impairment for a portfolio of receivables could include the 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 those financial assets 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.

  • 220 -

In respect of available-for-sale equity securities, impairment loss previously recognized in profit or loss is 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 measured at cost, the amount of the impairment loss is measured as the difference between the asset’s carrying amount and the present value of 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 trade receivables and other receivables are considered uncollectible, they are written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against the allowance account. Changes in the carrying amount of the allowance account are recognized in profit or loss except for uncollectible trade 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 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 the Corporation 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 for financial liabilities at fair value through profit or loss, all the financial liabilities are measured at amortized cost using the effective interest method.

Financial liabilities at fair value through profit or loss 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 25.

  • 221 -

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.

Warranty Provisions

Provisions are measured at the best estimate of the discounted cash flows of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. Provisions for the expected cost of warranty obligations are recognized at the date of sale of the relevant products based on the management’s best estimate of the expenditure required to settle the obligations.

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.

  • 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;

  • 222 -

  • 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 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 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 non-current 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.

Government grants that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the Corporation 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.

  • 223 -

b. Retirement benefits

Payments to defined contribution retirement benefit plans are recognized as expenses 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 net interest on the net defined benefit liability (asset) are recognized as employee benefits expense in the period they occur. Remeasurement, comprising actuarial gains and losses and the return on plan assets (excluding interest), is recognized in other comprehensive income in the period in which it occurs. Remeasurement recognized in other comprehensive income is reflected immediately in retained earnings and will not be reclassified to profit or loss.

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

Share-based Payment Arrangements

Employee share options and restricted shares for issue to employees that are 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 issue to employees is expensed on a straight-line basis over the vesting period, based on the Corporation's best estimate of the number of employee share options that will ultimately vest, with a corresponding increase in capital surplus - employee share options and other equity - unearned employee benefits. It is recognized as an expense in full at the grant date if vested immediately.

When restricted shares for employees are issued, other equity - unearned employee benefits are 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 and capital surplus - restricted shares for employees.

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.

  • 224 -

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 to the 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 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 acquisition of a subsidiary, the tax effect is included in the accounting for the acquisition of a subsidiary.

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 estimates are revised if the revision affects only that period, or in the period of the revision and future periods if the revisions affect both current and future periods.

  • 225 -

a. Impairment of tangible and intangible assets other than goodwill

In the valuation of assets for impairment, 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

The net realizable value of inventories is the estimated selling price in the ordinary course of business less the estimated costs of completion and disposal. The estimation of net realizable value was based on current market conditions and the historical experience with product sales 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

December 31
2017
2016
Cash on hand
$ 2,602
$ 2,244
Checking accounts and demand deposits
1,448,269
1,412,520
Cash equivalent
Time deposits with original maturities less than 3 months

595,200

210,074
$ 2,046,071
$ 1,624,838
FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS
December 31
2017
2016
Financial assets at FVTPL-current
Derivative instruments
Call and put option of convertible bonds payable (Note 16)
$ 31
$ 725
AVAILABLE-FOR-SALE FINANCIAL ASSETS
December 31
2017
2016
Current
Open-end beneficiary certificates
$ 832,314
$ 2,030,362
Non-current
Listed stocks
$ 268,582
$ 314,233
December 31 December 31 December 31 December 31
2017
$ 31

December
2016
$ 725
31

2017
$ 832,314

$ 268,582
2016
$ 2,030,362
$ 314,233

7. FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS

8. AVAILABLE-FOR-SALE FINANCIAL ASSETS

  • 226 -

9. FINANCIAL ASSETS MEASURED AT COST - NON-CURRENT

Domestic unlisted common stocks

Foreign open-end beneficiary certificates


Classification by measurement of financial instruments
Available-for-sale financial assets
December 31 December 31



2017
$ 157,762

10,152

$ 167,914

$ 167,914
2016
$ 162,021
10,152
$ 172,173
$ 172,173

The above investments were measured at cost less impairment at the balance sheet date. Management believed the fair value of these investments could not be estimated reliably because the range of reasonable fair value estimates was significant and the probabilities of various estimates could not be reasonably assessed.

In order to expand the market of biotechnology equipment, the Corporation’s board of directors resolved to invest in TFBS Bioscience Inc. of $20,000 thousand in November 2016.

10. TRADE RECEIVABLES

Trade receivables

Less: Allowance for impairment loss

Trade receivables - related parties

December 31 December 31



2017
$ 921,746

(78,288)

843,458
2,250,031

$ 3,093,489
2016
$ 727,915
(44,083)
683,832
1,604,262
$ 2,288,094

The average credit period for sales of goods is 60 to 90 days from the date when the goods were inspected and accepted by customers, and no interest was charged on trade receivables. In determining the recoverability of a trade receivable, the Corporation considered any change in the credit quality of the trade receivable since the date when credit was initially granted to the end of the reporting period. Allowances for impairment loss are based on the estimated irrecoverable amounts determined by reference to past default experience of the counterparties and an analysis of their current financial position.

Past due but not impaired trade receivables are trade receivables balances that were past due at the end of the reporting period but, allowance for impairment loss was not recognized, because their credit quality remained satisfactory and the amounts were still considered recoverable. The Corporation does not hold any collateral or other credit enhancements for these balances.

The aging of receivables was as follows:

Less than 60 days

61-365 days

Over 365 days

December 31 December 31



2017
$ 552,162

276,090

93,494

$ 921,746
2016
$ 491,119
188,626
48,170
$ 727,915
  • 227 -

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

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

December 31
2017
2016
Less than 60 days
$ 142,353
$ 106,437
61-365 days
264,437
182,955
Over 365 days

31,373

13,057
$ 438,163
$ 302,449
The above aging schedule was based on the past due days from the end of credit
term.
The movements of the allowance for doubtful trade receivables were as follows:
Individually
Assessed for
Impairment
Collectively
Assessed for
Impairment
Total
Balance at January 1, 2016
$ 26,972
$ 9,168
$ 36,140
Impairment losses recognized on receivables
-
11,000
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 year as
uncollectible
(3,057)
-
(3,057)
Balance at December 31, 2016
$ 33,720
$ 10,363
$ 44,083
Balance at January 1, 2017
$ 33,720
$ 10,363
$ 44,083
Impairment losses recognized on receivables
-
36,000
36,000
Reclassification of impairment loss from
collective assessment to individual
assessment
31,071
(31,071)
-
Amounts written off during the year as
uncollectible
(1,795)
-
(1,795)
Balance at December 31, 2017
$ 62,996
$ 15,292
$ 78,288
December 31

The allowance for impairment loss assessed individually on customers in liquidation or in severe financial difficulties amounted to $62,966 thousand and $33,720 thousand as of December 31, 2017 and 2016, respectively. The Corporation did not hold any collateral over these balances.

  • 228 -

11. INVENTORIES

Finished goods

Semi-finished products
Work in process
Raw materials

December 31 December 31


2017
$ 190,397

361,613
638,940
671,368

$ 1,862,318
2016
$ 200,538
317,900
471,511
468,083
$ 1,458,032

The cost of inventories recognized as cost of goods sold for the years ended December 31, 2017 and 2016 was $3,861,228 thousand and $3,389,602 thousand, respectively. Cost of goods sold included the reversal of inventory write-downs of $37,331 thousand and inventory write-downs of $8,500 thousand, respectively.

12. INVESTMENTS ACCOUNTED FOR USING EQUITY METHOD

Investments in subsidiaries

Investments in associates
Investments in joint venture

December 31 December 31


2017
$ 3,716,869

623,941
17,626

$ 4,358,436
2016
$ 2,659,608
623,904
17,593
$ 3,301,105

a. Investments in subsidiaries

Unlisted company
Neworld Electronics Ltd.

San Eagle Development Corp.
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.
Chroma ATE Inc. (“Chroma USA”)
Sensational Holding Ltd.
Adivic Technology Co.
Chroma Japan Corp.
Chroma Systems Solutions, Inc.
Deep Red Holding Co., Ltd.
December 31 December 31
2017
Amount
Percentag
e of
Equity
Interest
(%)
$ 817,757
100.0

669,747
100.0

420,605
100.0
860,666
100.0
156,232
100.0
115,153
60.0
105,899
100.0
113,954
100.0
73,859
100.0

118,957
100.0
50,420
100.0
56,290
51.0
(35,580)
100.0
(31,012)
25.0
60,772
100.0
2016
Amount
Percentag
e of
Equity
Interest
(%)
$ 696,690
100.0
567,548
100.0
439,369
100.0
316,050
100.0
109,043
100.0
108,073
60.0
106,449
100.0
106,210
100.0
85,621
100.0
70,824
100.0
53,358
100.0
35,298
51.0
(36,904)
100.0
(43,893)
25.0
49,021
100.0
(Continued)
  • 229 -
Testar Electronics Corporation

EVT Technology Co., Ltd.
Innovative Nanotech Incorporated
Touch Cloud Incorporation

December 31 December 31 December 31
2017
Amount
Percentag
e of
Equity
Interest
(%)
$ 17,379
67.2

22,652
73.8
67,777
89.3

55,342
78.1

$ 3,716,869
2016




Amount
Percentag
e of
Equity
Interest
(%)
$ (5,545)
67.2
2,396
53.2
-
-

-
-
$ 2,659,608

(Concluded)

To expand its market share and spread its sales network in Southeast Asia, the Corporation’s board of directors resolved in December 2015 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.

In April 2017, Adivic Technology Co. (“Adivic”) decreased its capital by $140,000 thousand to make up for losses and increased its capital by cash injection of $100,000 thousand to strengthen its financial structure. The Corporation’s board of directors decided to participate in the capital injection at the same percentage as originally owned. The Corporation’s equity interest in Adivic remained the same.

In December 2017, EVT Technology Co., Ltd. increased it capital by cash injection of $40,000 thousand to strengthen its financial structure. The Corporation’s board of directors resolved to participate in the capital injection. The Corporation’s equity interest in EVT Technology Co., Ltd. rose to 73.8% after the cash injection.

In response to the demand for new-generation solutions and to provide customers with most advanced electronic test service, the Corporation’s board of directors resolved in July 2017 to invest in Innovative Nanotech Incorporated. In December 2017, Innovative Nanotech Incorporated increased its capital by cash injection of $50,000 thousand. The Corporation participated in the cash injection and held 89.3% equity as of December 31, 2017.

To strengthen and integrate the software research capability of product lines and raise marketing opportunities, the Corporation’s board of directors resolved to participate in the cash injection of Touch Cloud Incorporation and acquired equity interest of 78.1%. Refer to Note 28 of the Corporation’s consolidated financial statements for details of the investment in Touch Cloud Incorporation.

Refer to Note 30 for the detail of the subsidiaries indirectly held by the Corporation.

Except for Innovative Nanotech Incorporated, the investments accounted for using equity method and the share of profit or loss and other comprehensive income of those investments were calculated based on the financial statements which have been audited. Management believes there is no material impact on the equity method accounting or the calculation of the share of profit or loss and other comprehensive income from the financial statement of Innovative Nanotech Incorporated, which have not been audited.

  • 230 -

b. Investment in associates

Associates that are not
individually material
Adlink Technology Inc.

Dynascan Technology Corp.

December 31 December 31 December 31
2017
Amount
Percentage
of Equity
Interest (%)
$ 529,538
11.3

94,403
27.3

$ 623,941
2016





Amount
Percentage
of Equity
Interest (%)
$ 535,490
11.3
88,414
27.3
$ 623,904

Aggregate information of associates that are not individually material:

The Corporation’s share of:
Profit from continuing operations
Other comprehensive loss
Total comprehensive income for the year
For the Years
December
Ended
31


2017
$ 49,171

(7,808)

$ 41,363
2016
$ 61,891
(25,820)
$ 36,071

Refer to Table 7 “Information on Investees” for the nature of activities, principal place of business and country of incorporation of the associates.

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 with available published price quotations are summarized as follows:

Name of Associate
Adlink Technology Inc.
December 31 December 31
2017
$ 1,568,144
2016
$ 1,497,088

Except for Adlink Technology Inc., the investments in associate accounted for using equity method and the share of profit or loss and other comprehensive income of those investments were calculated based on financial statements which have been audited. Management believes there is no material impact on the equity method accounting or the calculation of the share of profit or loss and other comprehensive income from the financial statements of Adlink Technology Inc., which have not been audited.

  • 231 -

c. Investment in joint venture

Joint venture that are not
individually material
Chih Ho Shun Development
Co., Ltd.
December 31 December 31 December 31
2017
Amount
Percentage
of Equity
Interest (%)
$ 17,626
35.0
2016

Amount
Percentage
of Equity
Interest (%)
$ 17,593
35.0

Aggregate information of joint venture that is not individually material:

The Corporation’s share of:
Profit from continuing operations
Other comprehensive income
Total comprehensive income for the year
For the Years
December
Ended
31

2017
$ 33

-
$ 33
2016
$ 88
-
$ 88

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 resolved to invest jointly with Dynapack International Corporation and Heran 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 venture accounted for by the equity method and the share of profit or loss and other comprehensive income of the investment for the years ended December 31, 2017 and 2016 was based on the joint venture’s financial statements audited by auditors for the same years.

13. PROPERTY, PLANT AND EQUIPMENT


Cost

Balance, January 1, 2016

Additions
Disposals
Internal transfer
Reclassification

Balance, December 31, 2016
Land
$ 450,575

-
-
-

-

$ 450,575
Buildings
$ 2,000,540

8,978
(5,081)
-

-

$ 2,004,437
Machinery
Miscellaneous
Equipment
Total
$ 102,848
$ 885,970
$ 3,439,933
7,810
49,241
66,029

(623)
(28,740)
(34,444)
4,556
57,823
62,379

(4,321)

4,321

-
$ 110,270
$ 968,615
$ 3,533,897
(Continued)
  • 232 -
Miscellaneous Miscellaneous
Land Buildings Machinery Equipment Total

Accumulated depreciation

Balance, January 1, 2016
$ -
$ 826,455
$ 88,292
$ 680,971
$ 1,595,718
Disposals
- (2,149) (623) (21,239)
(24,011)
Depreciation
- 81,953 8,718 66,488 157,159
Reclassification
-
-
(4,499)
4,499

-

Balance, December 31, 2016
$ -
$ 906,259
$ 91,888
$ 730,719
$ 1,728,866
Carrying amount at December 31,
2016
$ 450,575
$ 1,098,178
$ 18,382
$ 237,896
$ 1,805,031

Cost
Balance, January 1, 2017
$ 450,575
$ 2,004,437
$ 110,270
$ 968,615
$ 3,533,897
Additions - 10,554 8,772 55,329 74,655
Disposals - - (34) (29,869)
(29,903)
Internal transfer
-
-
5,850
75,685

81,535
Balance, December 31, 2017
$ 450,575
$ 2,014,991
$ 124,858
$ 1,069,760
$ 3,660,184

Accumulated depreciation

Balance, January 1, 2017
$ -
$ 906,259
$ (91,888) $ 730,719
$ 1,728,866
Disposals
- - (15) (25,907)
(25,922)
Depreciation
-
77,560
10,057
80,524

168,141

Balance, December 31, 2017
$ -
$ 983,819
$ 101,930
$ 785,336
$ 1,871,085

Carrying amount at December 31,
2017
$ 450,575
$ 1,031,172
$ 22,928
$ 284,424
$ 1,789,099
(Concluded)
The above items of property, plant and equipment are depreciated on a straight-line basis over their
estimated useful lives as follows:
Building
Primary buildings 55 years
Mechanical and electrical equipment 10 years
Clean room equipment 10 years
Others 2-50 years
Machinery 2-6 years
Miscellaneous equipment 2-16 years

Refer to Note 27 for property, plant and equipment have been pledged to secure borrowings of the Corporation.

14. GOODWILL

Cost For the Years
December
Ended
31
2017
$ 94,424
2016
$ 94,424
  • 233 -

To reorganize the organization structure, save operating costs and improve the operating efficiency, the Corporation’s board of directors resolved to acquire Silver Town Electronic Co., Ltd. in February 2008. The goodwill was arisen from the premium acquisition.

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, 2017 and 2016.

15. BORROWINGS

Short-term Borrowings


Unsecured borrowings
Bank loans

Interest rate (%)
Long-term Borrowings
Unsecured loans
Syndicated bank loans (a)

Bank loans (b)
Bank loans (c)


Less: Current portions

December 31 December 31

2017
2016
$ 300,000
$ -
0.85%
-
December 31




2017
$ 1,200,000

500,000
400,000

2,100,000

1,200,000

$ 900,000
2016
$ 2,000,000
-
-
2,000,000
800,000
$ 1,200,000
  • a. 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 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 will be repaid from March 2017 to March 2018 in three equal semiannual installments ($400,000 thousand per installment), the remaining $800,000 thousand will be paid on the due date, September 3, 2018, and the interest is paid monthly. As of December 31, 2017 and 2016, the interest rate per annum was all 1.58% on a floating basis.

  • b. The Corporation obtained from Taishin International Bank a credit line loan for $500,000 thousand that will be used for repaying syndicated bank loans. Interest is on floating basis with basic interest rate of 1.17% per annum. The bank loan will be due in September 2020.

  • 234 -

  • c. The Corporation obtained from Bank of Taiwan a credit line loan for $400,000 thousand that will be used for repaying syndicated bank loans and short-term borrowings. Interest is on floating basis with basis interest rate of 1.20% per annum. The bank loan will be due in December 2020.

16. BONDS PAYABLE

Unsecured domestic convertible bonds

Less: Discounts on bonds payable

December 31 December 31


2017
$ 101,900

2,197

$ 99,703
2016
$ 1,450,500
53,360
$ 1,397,140

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 Taipei Exchange at the same date. Except for the period when books are closed for share transaction, bondholders are entitled to convert bonds into the Corporation’s common stock at $74.2 (conversion price) per share from June 24, 2014 to May 13, 2019. Due to distribution of cash dividends of NT$3.3 and NT$2.4 per share in 2017 and 2016, the conversion price was adjusted to NT$64.9 and NT$67.2 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 the 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 was presented in equity under “capital surplus - options”. The liability components were recognized into derivative and non-derivative liabilities, separately.

Proceeds of the issue (less transaction costs $5,320 thousand)

Equity component
Deferred tax assets
Financial liability component

Liability component at the date of issue

Interest charged at an effective interest rate of 1.57%
Conversion of bonds payable

Liability component as of December 31, 2017
$ 1,994,680
(141,487)
904
(4,989)
1,849,108
77,157
(1,826,562)
$ 99,703
  • 235 -

17. OTHER PAYABLES


Salaries and bonus

Employee’s compensation

Remuneration of directors and supervisors
Others

December 31 December 31




2017
$ 283,762

325,622

9,600
102,024

$ 721,008
2016
$ 273,387
302,000
8,000
74,733
$ 658,120

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.

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 6 months before retirement. The Corporation contributes 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

Net defined benefit liabilities
December 31 December 31


2017
$ 449,301

(291,869)

$ 157,432
2016
$ 431,536
(273,776)
$ 157,760
  • 236 -

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, 2016 $ 399,442
$(259,161)
$ 140,281
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
Current service cost 4,147 - 4,147
Net interest expense (income)
5,934

(3,868)

2,066
Recognized in profit or loss
10,081

(3,868)

6,213
Remeasurement
Return on plan assets (excluding amounts
included in net interest) - 1,162 1,162
Actuarial loss - changes in demographic
assumptions 3,599 - 3,599
Actuarial loss - experience adjustments
4,085

-

4,085
Recognized in other comprehensive income
7,684

1,162

8,846
Contributions from the employer
-
(15,387)
(15,387)
Balance at December 31, 2017 $ 449,301
$(291,869)
$ 157,432

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.

  • 237 -

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
2017
2016
0.88%-1.38% 0.88%-1.38%
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



2017
$(13,723)

$ 14,340

$ 13,945

$(13,417)
2016
$(13,805)
$ 14,449
$ 14,052
$(13,499)

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.

Expected contributions to the plan for the next year
Average duration of the defined benefit obligation
December 31
2017
$ 15,293

13 years
2016
$ 15,070
14 years

19. EQUITY

a.Ordinary share capital


Number of shares authorized (in thousands)

Shares authorized

Number of shares issued and fully received (in thousands)

Shares issued
December 31 December 31




2017
450,000

$ 4,500,000

411,894

$ 4,118,942
2016
450,000
$ 4,500,000
389,887
$ 3,898,872

The authorized shares include 30,000 thousand shares allocated for the exercise of employee share options.

  • 238 -

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 share transactions
From merger
May be used to offset a deficit only
Employee share options expired
Share of changes in capital surplus of associates or joint
ventures
May not be used for any purpose
Convertible bonds options
Employee shares options
Employee restricted shares

December 31 December 31


2017
$ 2,514,454

171,229
146,976
5,874
44,377
7,209
116,389
180,781

$ 3,187,289
2016
$ 1,209,905
165,059
146,976
5,239
52,703
102,614
90,459
187,204
$ 1,960,159

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. Retained earnings and dividends policy

In accordance with the amendments to the Company Act in May 2015, the recipients of dividends and bonuses are limited to shareholders and do not include employees. The shareholders held their regular meeting on 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’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 after amendment, please refer to d. employees’ compensation and remuneration of directors of the Corporation in Note 20.

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.

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

  • 239 -

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

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 2016 and 2015 have been approved in the annual shareholders’ meeting on June 8, 2017 and June 7, 2016, respectively. The appropriations and dividends per share were as follows:


Legal reserve

Cash dividends
Appropriation of Earnings
For Fiscal
Year 2016
For Fiscal
Year 2015
$ 171,994 $ 123,656
1,314,425
910,200
Dividends Per Share (NT$)
For Fiscal
Year 2016
For Fiscal
Year 2015


$ 3.3
$ 2.4

The appropriations of earnings for 2017 had been proposed by the Corporation’s board of directors on February 22, 2018. The appropriations and dividends per share were as follows:

Appropriation Dividends Per
of Earnings Share (NT$)
Legal reserve $ 255,840
Cash dividends 1,854,424 $4.5

The appropriations of earnings for 2017 are subject to the resolution in the shareholders’ meeting to be held on June 8, 2018.

d. Special reserves

If a special reserve appropriated on the first-time adoption of IFRSs relates to exchange differences on translation of the financial statements of foreign operations (including the subsidiaries of the Corporation), the special reserve will be reversed on a proportionate basis according to the Corporation’s disposal of foreign operations; on the Corporation’s loss of significant influence, however, the entire special reserve will be reversed. Additional special reserve should be appropriated for the amount equal to the difference between net debit balance reserves and the special reserve appropriated on the first-time adoption of IFRSs. Any special reserve appropriated may be reversed to the extent that the net debit balance reverses and, thereafter, distributed.

e. Treasury stock

The Corporation’s shares held by its subsidiaries at the end of the reporting periods were as follows:

Subsidiaries
Number of
Shares Held
(In Thousand
Shares)
December 31, 2017
Chroma Investment Co., Ltd.
1,916

December 31, 2016
Chroma Investment Co., Ltd.
1,916
Carrying
Amount
Market Price
$ 35,714
$ 310,324
$ 35,714
$ 144,435
  • 240 -

Forfeited employee restricted shares of 12 thousand were returned to the Corporation and canceled during this year.

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

  • a. Finance costs
Interest on borrowings
Interest on convertible bonds
Less: Amount included in the cost of qualifying assets
Capitalized interest
Capitalization rate
For the Years
December
Ended
31
2017
2016
$ 30,021
$ 26,144
6,764
25,751
36,785
51,895
(24,295)
(24,755)
$ 12,490
$ 27,140
$ 24,295
$ 24,755
1.58%
1.58%-1.60%

b. Depreciation and amortization expense

Property, plant and equipment

Other assets

An analysis of depreciation by function
Operating costs

Operating expenses


An analysis of amortization by function
Operating expenses
For the Years Ended
December 31
For the Years Ended
December 31





2017
$ 168,141

$ 960

$ 29,224

138,917

$ 168,141

$ 960
2016
$ 157,159
$ 9,996
$ 27,046
130,113
$ 157,159
$ 9,996
  • 241 -

c. Employee benefits expense

Short-term benefits
Salary expenses

Insurance expenses


Share-based payments

Retirement benefits
Defined contribution
plans
Defined benefit plans

Other employee benefits

Total employee benefits
expense
**For the Years Ended December 31 ** **For the Years Ended December 31 ** **For the Years Ended December 31 ** **For the Years Ended December 31 **
2017 Total
$ 1,578,307

116,000


1,694,307

121,593

55,641

6,213


61,854

38,663

$ 1,916,417
2016







Operating
Costs
$ 285,086

25,842


310,928


-

8,650

964


9,614


15,043

$ 335,585
Operating
Expenses
$ 1,293,221


90,158


1,383,379


121,593


46,991

5,249


52,240


23,620

$ 1,580,832








Operating
Costs
$ 234,523

21,099


255,622


-


7,518

999


8,517


12,866

$ 277,005
Operating
Expenses
$ 1,164,481


76,057


1,240,538


86,618

39,111

5,511


44,622


20,460

$ 1,392,238
Total
$ 1,399,004

97,156

1,496,160

86,618
46,629

6,510

53,139

33,326
$ 1,669,243

As of December 31, 2017 and 2016, the Corporation had 1,728 and 1,570 employees, respectively. The basis of above calculations was the same with the basis which was used in the calculation on employee benefits expense.

d. Employees’ compensation and remuneration of directors and supervisors

The Corporation accrued its appropriation of employees’ compensation and remuneration of 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 of directors and supervisors. The employees’ compensation and remuneration of directors and supervisors for the years ended December 31, 2017 and 216, which have been approved by the Corporation’s board of directors on February 22, 2018 and February 21, 2017, respectively, were as follows:

Employee’s compensation
Remuneration of directors
and supervisors
For the Years Ended December 31 For the Years Ended December 31
2017
Amount
Rate (%)
$ 310,000
9.73

9,600
0.30
2016
Amount
Rate (%)
$ 300,000
12.96
8,000
0.35

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

There was no difference between the amounts of the employee’s compensation and the remuneration of directors and supervisors and the respective amounts recognized in the parent company only financial statements for the years ended December 31, 2016 and 2015.

Information on the employee’s compensation and remuneration of directors and supervisors resolved by the Corporation’s board of directors in 2018 and 2017 is available at the Market Observation Post System website of the Taiwan Stock Exchange.

  • 242 -

21. INCOME TAXES

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

Current tax
In respect of the current year

Income tax on unappropriated earnings
Adjustments for prior years


Deferred tax
In respect of the current year

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




2017
$ 233,681

20,687
(32,223)

222,145

85,168

$ 307,313
2016
$ 280,109
17,620
(28,753)
268,976
18,610
$ 287,586

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

Profit before tax
Income tax expense calculated at the statutory rate

Tax-exempt income
Nondeductible expenses in determining taxable income
Income tax on unappropriated earnings
Investment tax credits
Adjustments for prior years
Others (temporary differences)

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



2017
$ 2,865,714

$ 487,171

(117,538)
972
20,687
(67,191)
(32,223)
15,435

$ 307,313
2016
$ 2,007,521
$ 341,279

(26,685)
3,583
17,620

(32,329)

(28,753)
12,871
$ 287,586

The applicable corporate income tax rate used by the Corporation is 17%.

In February 2018, it was announced by the President that the Income Tax Act in the ROC was amended and, starting from 2018, the corporate income tax rate will be adjusted from 17% to 20%. In addition, the rate of the corporate surtax applicable to 2018 unappropriated earnings will be reduced from 10% to 5%.

As the status of 2018 appropriations of earnings is uncertain, the potential income tax consequences of the 2017 unappropriated earnings are not reliably determinable.

  • 243 -

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, 2017

Balance,
Beginning of Recognized in Balance, End
the Year Profit or Loss
of the Year
Deferred tax assets
Temporary difference
Unrealized intercompany gain
$ 70,420 $ 21,876
$ 92,296
Inventory reserve 30,736 240 30,976
Impairment loss 16,030 3,435 19,465
Net defined benefit liability 8,251 209 8,460
Allowance for impaired receivables 2,962 4,935 7,897
Unrealized exchange loss 3,336 1,284 4,620
Others

71

(71)

-
$ 131,806 $ 31,908
$ 163,714
Deferred tax liabilities
Temporary difference
Unappropriated earnings of subsidiaries $ 161,194 $ 111,442
$ 272,636
Goodwill

15,959

5,634

21,593
$ 177,153 $ 117,076
$ 294,229
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
Inventory reserve 21,104 9,632 30,736
Impairment loss 14,158 1,872 16,030
Net defined benefit liability 6,640 1,611 8,251
Unrealized exchange loss - 3,336 3,336
Allowance for impaired receivables 1,948 1,014 2,962
Others

2,292

(2,221)

71
$ 88,429 $ 43,377
$ 131,806
Deferred tax liabilities
Temporary difference
Unappropriated earnings of subsidiaries $ 101,879 $ 59,315
$ 161,194
Goodwill 10,096 5,863 15,959
Unrealized exchange gain

3,191

(3,191)

-
$ 115,166 $ 61,987
$ 177,153
  • 244 -

c. Information about tax-exemption

As of December 31, 2017, profits attributable to the following expansion projects were exempted from income tax for a 5-year period:

Expansion of Construction Project
Profits on expansion and construction projects for year
2010
Tax-exemption Period
2013.1.1-2017.12.31
  • d. Integrated income tax

Balance of imputation credit account (ICA)


Creditable ratio for distribution of earnings
December 31

2017
2016
$ 400,902
$ 302,877
For the Years Ended
December 31
2017
2016
Note
16.28%

Note: Since the amended Income Tax Act announced in February 2018 abolished the imputation tax system, no creditable ratio for distribution of earnings in 2018 is expected in 2017.

  • e. Income tax assessments

As of December 31, 2017, the Corporation’s tax returns through 2015 had been assessed by the tax authorities.

22. EARNINGS PER SHARE

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

Net Profit for the Year

Earnings used in the computation of basic earnings per share

Effect of potentially dilutive ordinary shares:
Interest on convertible bonds and valuation gain on
conversion option

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


2017
$ 2,558,401

7,459

$ 2,565,860
2016
$ 1,719,935
23,543
$ 1,743,478
  • 245 -

Shares

(In Thousands of Shares)

Weighted average number of ordinary shares used in the
computation of basic earnings per share
Effect of potentially dilutive ordinary shares:
Convertible bonds
Employee share options
Employee’s compensation
Employee restricted shares
Weighted average number of ordinary shares used in the
computation of diluted earnings per share
For the Years
December
Ended
31

2017
399,052

6,864

5,037
2,392
2,057
415,402
2016
379,930
26,336
1,788
4,272
-
412,326

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

23. SHARE-BASED PAYMENT ARRANGEMENTS

  • a. Employee share option plan

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 6 years and exercisable at certain percentages subsequent to the second year of the grant date.

The related information for the units granted in March 2016 were as follow:

  • 1) Number of options granted and exercise price:
Number of options (in thousands) 7,900
Exercise prices per share on grant date (market value on grant date) $67.8
Exercise prices per share as of the report date (adjusted based on the
Corporation’s employee share options plan) $63.4
The valuation inputs of Black-Scholes model were as follows:
Vested Period
2 Years
3 Years 4 Years
Expected volatility
31.64%
32.62% 33.08%
Risk-free interest rate
0.52%
0.55% 0.61%
Expected dividend rate
-
- -
Expected life
4 years
4.5 years 5 years
  • 2) The valuation inputs of Black-Scholes model were as follows:

  • 246 -

  • 3) Fair value of stock options vested from grant date:

Vested Period 2 Years 3 Years 4 Years
Fair value (NT$ per unit) $17.37 $18.97 $20.30

Information on employee share options was as follows:

Balance at January 1
Options granted
Options exercised
Options forfeited
Balance at December 31
Options exercisable, end of year
Weighted-average fair value of
options granted (NT$)
For the Years Ended December 31 For the Years Ended December 31
2017
Number of
Options
(In
Thousands)
Weighted-
average
Exercise
Price
(NT$)
11,538
$ 60.2
-
-
(1,683)
47.0
(392)
-
9,463
60.1

1,914
$ -
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

Information about outstanding options as of December 31, 2017 and 2016 is as follows:

December 31

2017
Range of Exercise
Price (NT$)
Weighted-average
Remained
Contractual Life
(Years)
$46.7
1.52
63.4
4.24
2016
Range of Exercise
Price (NT$)
Weighted-average
Remained
Contractual Life
(Years)
$48.4
2.52
65.7
5.24

Compensation costs recognized were $51,802 thousand and $48,259 thousand for the years ended December 31, 2017 and 2016, 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 and 185 thousand shares on July 8, 2016 and June 20, 2017, 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.

  • 247 -

  • 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. Dividends from RSUs are not restricted during the vesting period, and 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, 2017 and 2016 was as follows:

Restricted shares at the beginning of the year
Shares granted
Share vested
Shares canceled
Restricted shares at the end of the year
For the Years
December
Ended
31
2017
3,100
185
(298)
(12)
2,975
2016
-
3,100
-
-
3,100

Compensation costs of share-based payment arising from the RSU Plan were $69,791 thousand and $38,359 thousand for the years ended December 31, 2017 and 2016, respectively

24. CAPITAL MANAGEMENT

The Corporation manages its capital to ensure that it 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 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.

  • 248 -

25. FINANCIAL INSTRUMENTS

  • a. Fair value of financial statement not measured at fair value

Management believes the carrying amount of financial assets and financial liabilities recognized in the financial statements approximates their fair values or their fair value could not be assessed reliably.

  • b. Fair value of financial instrument measured at fair value on a recurring basis

  • 1) Fair value hierarchy

December 31, 2017
Financial assets at FVTPL
Derivative instruments

Available-for-sale financial
assets
Domestic securities
Listed equity securities
Open-end beneficiary
certificate


December 31, 2016
Financial assets at FVTPL
Derivative instruments

Available-for-sale financial
assets
Domestic securities
Listed equity securities
Open-end beneficiary
certificate

Level 1
$ -

$ 268,582
832,314

$ 1,100,896

$ -

$ 314,233
2,030,362

$ 2,344,595
Level 2
$ 31

$ -
-

$ -

$ 725

$ -
-

$ -
Level 3
$ -

$ -
-

$ -

$ -

$ -
-

$ -
Total
$ 31
$ 268,582
832,314
$ 1,100,896
$ 725
$ 314,233
2,030,362
$ 2,344,595

There were no transfers between Levels 1 and 2 for the years ended December 31, 2017 and 2016.

  • 2) Valuation techniques and inputs applied for Level 2 fair value measurement

Financial Instruments Valuation Techniques and Inputs Derivatives - 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.

  • 249 -

c. Categories of financial instruments

Categories of financial instruments
Financial assets
Fair value through profit or loss

Loans and receivables (1)

Available-for-sale financial assets (2)

Financial liabilities
Amortized cost (3)
December 31
2017
2016
$ 31
$ 725
5,411,799
4,185,570
1,268,810
2,516,768
4,631,830
5,208,564
  • 1) The balances included loans and receivables measured at amortized cost, which comprise cash and cash equivalents, notes receivable, trade receivables, other receivables (other receivables - related parties and other current assets) and refundable deposits.

  • 2) The balances included the carrying amount of available-for-sale financial assets measured at cost.

  • 3) The balances included financial liabilities measured at amortized cost, which comprise short-term loans, notes payable, trade payables, other payables, bonds issued, long-term loans (including current portion of long-term borrowings) and guarantee deposits received.

  • d. Financial risk management objectives and policies

The Corporation’s major financial instruments consist of equity and debt investment, cash and cash equivalents, receivables, long-term and short-term borrowings, trade payables and convertible bonds. 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.

1) Market risk

The Corporation’s activities expose it primarily to the financial risks of changes in exchange rates (see Item (a) below), interest rates (see Item (b) below) and price (see Item (c) 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.

  • a) Foreign currency risk

The carrying amounts of the Corporation’s foreign currency denominated monetary assets and monetary liabilities at the end of the reporting period are set out in Note 29.

  • 250 -

Sensitivity analysis

The Corporation was mainly exposed to USD and RMB.

Had the NTD strengthened/weakened by 5% against the relevant currency, the pre-tax profit would have decreased/increased by $154,405 thousand and $100,301 thousand for the years ended December 31, 2017 and 2016, 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.

b) Interest rate risk

The Corporation is exposed to interest rate risk because it borrows 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 with exposure to interest rates at the end of the reporting period were as follows:

Fair value interest rate risk
Financial assets

Financial liabilities
Cash flow interest rate risk
Financial assets

Financial liabilities
December 31
2017
2016
$ 595,200
$ 210,074
399,703
1,397,140
1,447,629
1,412,419
2,100,000
2,000,000

Sensitivity analysis

The sensitivity analysis below was 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 was prepared assuming the amount of the liability outstanding at the balance sheet dates was outstanding for the whole year. A 50 basis point increase or decrease was used when reporting interest rate risk internally to key management personnel and represents management’s assessment of the reasonably possible change in interest rates.

If interest rates had been 50 basis points higher/lower and all other variables were held constant, the Corporation’s pre-tax profit for the years ended December 31, 2017 and 2106 would have decreased/increased by $3,262 thousand and $2,938 thousand, respectively, which was mainly attributable to the Corporation’s exposure to interest rates on its variable rate deposits and bank loans.

c) Price risk

The Corporation is exposed to equity price risks mainly arising from investment in open-end beneficiary 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 investment portfolios and having every equity investment get prior approval from the Corporation’s management.

  • 251 -

Sensitivity analysis

If equity prices had been 5% higher/lower, the other comprehensive income would have increased/decreased by $55,045 thousand and $117,230 thousand because of changes in fair values of available-for-sale financial assets held by the Corporation for the years ended December 31, 2017 and 2016, respectively.

2) Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations, resulting in financial loss to the Corporation. As at the end of the reporting period, the Corporation’s maximum exposure to credit risk which will cause a financial loss to the Corporation due to failure of counterparties to discharge an obligation could arise from:

  • a) The carrying amount of trade receivables from operating activities; and

  • b) 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.

Trade receivables involve a large number of customers, spread across diverse industries and geographical areas. Ongoing credit evaluation is performed on the financial condition of trade receivables, 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.

3) Liquidity risk

The Corporation manages liquidity risk by managing and maintaining sufficient cash and cash equivalents to supply the Corporation’s demand and mitigate the effects of fluctuations in cash flow. The Corporation continuously monitors the use of credit lines and conformity to loan terms.

The Corporation relies on bank borrowings as a significant source of liquidity. As of December 31, 2017 and 2016, the Corporation’s available unutilized bank loan facilities were $2,067,840 thousand and $2,540,250 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.

  • 252 -

Bank loans with a repayment on demand clause were included in the earliest time bank regardless of the banks choosing to exercise their rights. The maturity dates for other non-derivative financial liabilities were based on the agreed repayment dates.


Non-derivative financial liabilities
Non-interest bearing

Convertible bonds
Floating interest rate instruments



Non-derivative financial liabilities
Non-interest bearing

Convertible bonds
Floating interest rate instruments

December 31, 2017 December 31, 2017
Within 1 Year
1-5 Years
$ 2,131,558
$ -

-
101,900
1,521,820

919,379

$ 3,653,378
$ 1,021,279

December 31, 2016
More Than
5 Years
$ -
-
-
$ -
Within 1 Year
$ 1,810,855

-


824,278

$ 2,635,133
1-5 Years
$ -

1,450,500
1,209,575

$ 2,660,075
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 immediately. In addition, management believes the operating funds of the Corporation 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, as a result, the Corporation does not use its overdraft limit.

26. TRANSACTIONS WITH RELATED PARTIES

a. The related parties and relationships with the Corporation were as follows:

Related Party
Chroma ATE Inc. (“Chroma USA”)

Neworld Electronics Ltd. (“Neworld Electronics”)

Chroma ATE Europe B.V. (“Chroma Europe”)

CHI Incorporation Ltd. (“CHI”)

Chroma Investment Co., Ltd. (“Chroma Investment”)

Chen Hwa Technology Inc. (“Chen Hwa”)

Sensational Holding Ltd. (“Sensational”)

Chroma New Material Corp. (“Chroma New Material”)

Chroma Japan Corp. (“Chroma Japan”)

Chroma System Solutions, Inc. (“CSS”)
Relationship with the
Corporation
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
(Continued)
  • 253 -

Relationship with the Related Party Corporation 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 Electronics Corp. (“Testar Electronics”) 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 Adivic Holding Corp. (“Adivic Holding”) Subsidiary Chroma (Shanghai) Trading Co., Ltd. (“Chroma Shanghai Subsidiary Trading”) Chroma Electronics (Shanghai) Co., Ltd. (“Chroma Subsidiary Shanghai”) Chroma Electronics (Shenzhen) Co., Ltd. (“Chroma Subsidiary Shenzhen”) Chroma ATE (Suzhou) Co., 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. Subsidiary (“Wei Kuang Xiamen”) EVT Technology Co., Ltd. (“EVT”) Subsidiary Wei Da Electric Vehicle Co., Ltd. (“Wei Da Electric”) Subsidiary (EVT’s subsidiary) Innovative Nanotech Incorporated (“Innovative”) Subsidiary (the Corporation acquired control over the subsidiary since August 9, 2017) Touch Cloud Incorporation (“Touch Cloud”) Subsidiary (the Corporation acquired control over the subsidiary since 2017 Q4) Adlink Technology Inc. (“Adlink”) Associate DynaScan Technology Corp. (“DynaScan”) Associate Chih Ho Shun Development Co., Ltd. (“Chih Ho Shun”) Joint venture Mon Kuan Technologies Co., Ltd. (“Mon Kuan Tec.”) Other related party Quantel Technologies India Private Ltd. (“Quantel India”) Subsidiary (Quantel’s subsidiary) Quantel Global Vietnam Co., Ltd. (“Quantel Vietnam”) Subsidiary (Quantel’s subsidiary) Chroma Germany GmbH (“Chroma Germany”) Subsidiary (Chroma Europe’s subsidiary) Quantel Co., Ltd. (“Quantel Thailand”) Other related party Quantel Sdn., Ltd. (“Quantel Malaysia”) Other related party Quantel Philippines Inc. (“Quantel Philippines”) Other related party PT Quantel (“Quantel Indonesia”) Inc. Other related party Quantel Pte Ltd. Representative Office In Hanoi (“Quantel Other related party Vietnam”) Quantel Electronics (India) Private Limited (“Quantel Other related party India”) (Concluded)

The related-party transactions were conducted under normal terms unless specified otherwise.

  • 254 -

The related-party transactions were as follows:

b. Sales

Related Party Categories
Subsidiaries
Neworld Electronics

Chroma USA
Others

Associates
Other related parties

For the Years Ended
December 31
For the Years Ended
December 31



2017
$ 1,880,032

898,453
2,087,363

14,068
1,240

$ 4,881,156
2016
$ 2,495,216
503,795
1,380,753
13,130
-
$ 4,392,894

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.

  • c. Purchases
Related Party Categories
Subsidiaries

Associates
Other related parties

For the Years Ended
December 31
For the Years Ended
December 31


2017
$ 181,239

20,761
6

$ 202,006
2016
$ 362,846
17,582
18
$ 380,446
  • d. Receivables from related parties (excluding loans to related parties)
Line Item
Related Party Categories
Notes receivable
Subsidiaries


Trade receivables
Subsidiaries
Neworld Electronics

Chroma USA
Others

Associates
Other related parties



December 31 December 31




2017
$ 794

$ 870,209

363,520
1,011,983
4,015
304

$ 2,250,031
2016
$ 354
$ 672,460
208,527
715,384
7,891
-
$ 1,604,262
  • 255 -

e. Payables to related parties (excluding loans from related parties)

Line Item
Related Party Categories

Notes payable
Other related parties


Trade payables
Subsidiaries

Associates




Loans to related parties
1) Other receivables - financing provided
Related Party Categories
Subsidiaries
CSS

Chroma Japan


2)
Interest receivables
Related Party Categories
Subsidiaries

3)
Interest revenue
Related Party Categories
Subsidiaries

CSS
December 31 December 31




2017
2016
$ 140
$ 90
$ 30,805
$ 73,114
3,714

8,496
$ 34,519
$ 81,610
December 31


2017
2016
$ 115,664
$ 125,341
38,993

36,533
$ 154,657
$ 161,874
December 31
2017
2016
$ 313
$ 675
For the Years Ended
December 31

2017
$ 3,827
2016
$ 4,071
  • f. Loans to related parties

Note: Refer to Table 1 (attached) for other information related to financing provided.

  • g Endorsement guarantees provided

Note:Refer to Table 2 (attached) for other information related to endorsement guarantees provided.

  • 256 -

h. Others

1) Commission expense

Related Party Categories

Subsidiaries
Chroma Shanghai

Chroma Suzhou
Quantel
Chroma Japan
Others

For the Years Ended
December 31
For the Years Ended
December 31



2017
$ 11,836

11,146
8,322
5,893
2,094

$ 39,291
2016
$ 5,557
32,461
3,283
-
5,315
$ 46,616

Commission expense refers to the disbursements made for business introduction activities.

2) Rental income

Related Party Categories
Subsidiaries
Testar Electronics

Others
Associates

For the Years Ended
December 31
For the Years Ended
December 31


2017
$ 13,815

1,074
1,260

$ 16,149
2016
$ 14,043
1,074
1,260
$ 16,377

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 collected monthly.

  • 3) Management service income
Related Party Categories
Subsidiaries
Chroma New Material

Others

For the Years Ended
December 31
For the Years Ended
December 31


2017
$ 6,000

600

$ 6,600
2016
$ 6,000
600
$ 6,600

Management service income was from the Corporation’s provision of administrative services.

  • 257 -

4) Other income

Related Party Categories
Subsidiaries
Neworld Electronics

Others

For the Years Ended
December 31
For the Years Ended
December 31


2017
$ 19,732

3

$ 19,735
2016
$ 14,146
349
$ 14,495

Other income is income from repairs and maintenance.

  • 5) Other current assets - other receivable
Related Party Categories

Subsidiaries
Testar Electronics

Neworld Electronics
Others
Associates

December 31 December 31



2017
$ 53,543

10,317
8,028
666

$ 72,554
2016
$ 66,542
3,727
6,724
552
$ 77,545

Receivables were recognized from managerial services and building rentals.

  • 6) Receipts in advance and other current liabilities
Related Party Categories
Subsidiaries

There were receipts in advance from selling.
For the Years Ended
December 31
For the Years Ended
December 31
2017
$ -
2016
$ 702
  • i. Compensation of key management personnel
Short-term employee benefits

Post-employment benefits

For the Years Ended
December 31
For the Years Ended
December 31


2017
$ 123,231

2,247

$ 125,478
2016
$ 114,369
2,096
$ 116,465
  • 258 -

27. ASSETS PLEDGED

The assets pledged as collaterals for bank loans (unused) were as follows:

Land and buildings, net
December 31 December 31
2017
$ 707,751
2016
$ 715,395

28. SIGNIFICANT EVENTS

On January 17, 2012, the Corporation, Dynapack International Corporation and Heran 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 by bid deposit $353,040 thousand and 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.

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.

  • 259 -

29. SIGNIFICANT ASSETS AND LIABILITIES DENOMINATED IN FOREIGN CURRENCIES

The Corporation’s significant financial assets and liabilities denominated in foreign currencies were as follows:

December 31, 2017
Foreign
Currencies
Exchange
Rate
Financial assets
Monetary items
USD
$ 87,600
29.760

RMB

168,862
4.565




Non-monetary items
Investments accounted for using equity
method
USD

44,127
29.760

HKD

271,236
3.807





Financial liabilities

Monetary items
USD

9,736
29.760

December 31, 2016
Foreign
Currencies
Exchange
Rate
Financial assets
Monetary items
USD
$ 51,400
32.250

RMB

115,665
4.617





Non-monetary items
Investments accounted for using equity
method
USD

35,362
32.250

HKD

205,118
4.158





Financial liabilities

Monetary items
USD

5,756
32.250
Carrying
Amount
$ 2,606,983
770,855
$ 3,377,838
$ 1,326,994
1,032,596
$ 2,359,590
$ 289,746
Carrying
Amount
$ 1,657,640
534,025
$ 2,191,665
$ 1,154,112
852,879
$ 2,006,991
$ 185,641
  • 260 -

For the years ended December 31, 2017 and 2016, (realized and unrealized) net foreign exchange losses were $117,951 thousand and $57,580 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. SEPARATED DISCLOSED ITEMS

  • a. Information about significant transactions and investees:

  • 1) Financing provided to others: Table 1 (attached)

  • 2) Endorsements/guarantees provided: Table 2 (attached)

  • 3) Marketable securities held (excluding investment in subsidiaries, associates and joint controlled entities): Table 3 (attached)

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

  • 5) Acquisition of individual real estate at costs of at least NT$300 million or 20% of the paid-in capital: None.

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

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

  • 8) Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital: Table 6 (attached)

  • 9) Trading in derivative instruments: Note 7 and Note 16

  • 10) Information on investees: Table 7 (attached)

  • b. Information on investments in mainland China

  • 1) Information on any investee company in mainland China, showing the name, principal business activities, paid-in capital, method of investment, inward and outward remittance of funds, ownership percentage, net income of investees, investment income or loss, carrying amount of the investment at the end of the period, repatriations of investment income, and limit on the amount of investment in the mainland China area: Table 8 (attached)

  • 2) Any of the following significant transactions with investee companies in mainland China, either directly or indirectly through a third party, and their prices, payment terms, and unrealized gains or losses:

    • a) The amount and percentage of purchases and the balance and percentage of the related payables at the end of the period: Table 5 (attached)

    • 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)

  • 261 -

  • 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.

  • 262 -

CHROMA ATE INC.

FINANCING PROVIDED TO OTHERS FOR THE YEAR ENDED DECEMBER 31, 2017 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

No. Lender Borrower Financial
Statement
Account
Related
Parties
Highest
Balance for
the Period
Ending
Balance
Actual
Borrowing
Amount
Interest Rate
Nature of
Financing
(Note 6)
Business
Transaction
Amounts
Reasons for
Short-term
Financing
Allowance
for
Impairment
Loss
Collateral Collateral Financing
Limit for
Each
Borrower
Aggregate
Financing
Limits
Item Value
0 The Corporation Chroma Systems
Solutions, Inc.
Chroma Japan Corp.
Other receivables
Other receivables
Y
Y
$ 115,664
49,435
$ 115,664

46,321
$ 115,664

38,993
3.25%
-
a
a
$ 389,189
170,781
-
-
$ -
-
-
-
$ -
-
$ 1,323,068
(Note 1)

1,323,068
(Note 1)
$ 2,646,136
(Note 2)
2,646,136
(Note 2)
1 Chroma Electronics
(Shenzhen) Co., Ltd.
Chroma ATE (Suzhou)
Co., Ltd.
Other receivables Y 15,252
-

-
- a 9,414 - - - -
58,088
(Note 3)
116,176
(Note 4)

Note 1: Based on 10% of the net value of the Corporation.

Note 2: Based on 20% of the net value of the Corporation.

Note 3: Based on 10% of the net value calculated on the latest financial statements of borrowing company that have been audited.

Note 4: Based on 20% of the net value calculated on the latest financial statements of borrowing company that have been audited.

Note 5: The amounts listed in the table were translated into New Taiwan dollars at the exchange rate of US$1=NT$29.760, RMB1=NT$4.565 and JPY1 = NT$0.264 as of December 29, 2017.

Note 6: Financing provided:

a. For transactions.

b. For short-term financing.

  • 263 -

TABLE 2

CHROMA ATE INC.

ENDORSEMENTS/GUARANTEES PROVIDED FOR THE YEAR ENDED DECEMBER 31, 2017 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

No. Endorser/Guarantor Endorsee/Guarantee Endorsee/Guarantee Limits on
Endorsement/
Guarantee
Given on Behalf
of Each Party
(Note 1)

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

Aggregate
Endorsement/
Guarantee
Limit
(Note 2)
Endorsement/
Guarantee
Given by Parent
on Behalf of
Subsidiaries

Endorsement/
Guarantee
Given by
Subsidiaries on
Behalf of Parent

Endorsement/
Guarantee
Given on Behalf
of Companies in
Mainland China
Name Relationship
0 The Corporation Chroma USA
Chroma Japan Corp.
Quantel Private Ltd.
Chroma ATE Europe B.V.
Chroma ATE (Suzhou) Co.,
Ltd.
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
$ 1,984,602
1,984,602
1,984,602
1,984,602
1,984,602
$ 59,520
34,100
44,520
53,355
91,300
$ 59,520
34,100
44,520
53,355
91,300
$ 59,520
10,560
-
-
-
$ -
-
-
-
-
0.45%
0.26%
0.34%
0.40%
0.69%
$ 3,969,204
3,969,204
3,969,204
3,969,204
3,969,204
Y
Y
Y
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 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.

Note 3: The amounts listed in columns were translated into New Taiwan dollars at the exchange rate of US$1=NT$29.760, JPY1=NT$0.264, RMB1=NT$4.565, EUR1=NT$35.570 as of December 29, 2017.

  • 264 -

TABLE 3

CHROMA ATE INC.

MARKETABLE SECURITIES HELD

(EXCLUDING INVESTMENT IN SUBSIDIARIES, ASSOCIATES AND JOINT CONTROLLED ENTITIES) FOR THE YEAR ENDED DECEMBER 31, 2017

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

Holding Company Name Type and Name of Marketable Securities Relationship with the
Holding Company
Financial Statement Account December 31, 2017 December 31, 2017 Note
Shares/Units
(Thousands)
Carrying
Amount
Percentage of
Ownership
Fair Value
(Note)
The Corporation
Chroma New Material Corp.
Chroma Investment Co., Ltd.
Adivic Technology Co.
Chen Hwa Technology Inc.
Fund
The RSIT Enhanced Money Market Fund
Yuanta Wan Tai Money Market Fund
Mega Diamond Money Market Fund
WI Harper INC Fund VII LP
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.
TFBS Bioscience Inc.
Fund
Fuh Hwa You Li Money Market Fund
The RSIT Enhanced Money Market Fund
Fund
Hua Nan Kirin Money Market Fund
Stocks
Greatek Electronics Inc.
Adlink Technology Inc.
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
Financial assets measured at cost - non-current
Available for sale financial assets - non-current
Available for sale financial assets - non-current
Available for sale financial assets - non-current
Financial assets measured at cost - non-current
Financial assets measured at cost - non-current
Financial assets measured at cost - non-current
Financial assets measured at cost - non-current
Financial assets measured at cost - non-current
Financial assets measured at cost - non-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
Available for sale financial assets - non-current
Financial assets measured at cost - non-current
Financial assets measured at cost - non-current
Financial assets measured at cost - non-current
Available for sale financial assets - current
Financial assets measured at cost - non-current
24,722
18,863
20,372
-
6,050
412
26
4,614
3,561
2,220
1,152
903
2,000
6,829
734
5,768
85
68
1,916
4,174
26
111
3,402
-
$ 294,240
284,114
253,960
10,152
224,467
43,713
402
46,140
39,218
31,852
11,520
9,032
20,000
91,535
8,732
68,681
4,431
4,332
310,324
17,175
-
-
42,125
8,482
-
-
-
-
6.1
-
-
4.6
4.4
9.4
1.9
1.4
15.7
-
-
-
-
-
0.5
7.6
1.5
5.1
-
19.0
$ 294,240
284,114
253,960
-
224,467
43,713
402
-
-
-
-
-
20,000
91,535
8,732
68,681
4,431
4,332
310,324
-
-
-
42,125
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-

Note: The fair value of open-end beneficiary certificates and listed market securities based on the net asset value and closing price as of December 31, 2017.

  • 265 -

TABLE 4

CHROMA ATE INC.

MARKETABLE SECURITIES ACQUIRED AND DISPOSED OF AT COSTS OR PRICES OF AT LEAST NT$300 MILLION OR 20% OF THE PAID-IN CAPITAL FOR THE YEAR ENDED DECEMBER 31, 2017

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

Company Name Type and Name
of Marketable
Securities
Financial
Statement
Account
Counterpart
y
Relationship Beginning Balance Beginning Balance Acquisition Acquisition Disposal Disposal Ending Balance

Number of
Shares
(Thousands)

Amount
(Note)
Number of
Shares
(Thousands)

Amount
Number of
Shares
(Thousands)

Amount
Carrying
Amount
Gain (Loss)
on Disposal
Number of
Shares
(Thousands)

Amount
(Note)
Chroma ATE Inc.
(the
“Corporation”)
Fund
Mega Diamond
Money Market
Fund
Available for
sale financial
assets - current
- - 36,520 $ 453,518
20,095
$ 250,000
36,243
$ 450,997 $ 450,000 $ 997
20,372
$ 253,960

Note: The beginning and ending balances included adjustments for financial assets valuation gain or loss.

  • 266 -

TABLE 5

CHROMA ATE INC.

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, 2017

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

Company Name Related Party Relationship Transaction Details Transaction Details Transaction Details Abnormal Transaction Abnormal Transaction Notes/Accounts
Receivable (Payable)
Notes/Accounts
Receivable (Payable)
Note
Purchase
(Sale)
Amount % to
Total
Payment Terms Unit Price Payment Terms Ending Balance
% to
Total
The Corporation
Neworld Electronics Ltd.
The Corporation
Chroma USA
The Corporation
Chroma Systems Solutions, Inc.
The Corporation
Chroma Electronics (Shenzhen) Co., Ltd.
The Corporation
Chroma ATE Europe B.V.
The Corporation
Chroma ATE (Suzhou) Co., Ltd.
The Corporation
Chroma Japan Corp.
The Corporation
Quantel Private Ltd.
The Corporation
Chroma Electronics (Shanghai) Co., Ltd.
Neworld Electronics Ltd.
Chroma Electronics (Shenzhen) Co., Ltd.
Neworld Electronics Ltd.
The Corporation
Chroma USA
The Corporation
Chroma Systems Solutions, Inc.
The Corporation
Chroma ATE Inc. (Shenzhen) Co., Ltd.
The Corporation
Chroma ATE Europe B.V.
The Corporation
Chroma ATE (Suzhou) Co., Ltd.
The Corporation
Chroma Japan Corp.
The Corporation
Quantel Private Ltd.
The Corporation
Chroma Electronics (Shanghai) Co., Ltd.
The Corporation
Chroma Electronics (Shenzhen) Co., Ltd.
Neworld Electronics Ltd.
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
Subsidiary
Parent company
(Sale)
Purchase
(Sale)
Purchase
(Sale)
Purchase
(Sale)
Purchase
(Sale)
Purchase
(Sale)
Purchase
(Sale)
Purchase
(Sale)
Purchase
(Sale)
Purchase
(Sale)
Purchase
$ (1,880,032)
1,880,032
(898,453)
898,453
(389,189)
389,189
(544,060)
544,060
(344,865)
344,865
(233,685)
233,685
(170,781)
170,781
(136,967)
136,967
(211,563)
211,563
(842,342)
842,342
(23)
100
(11)
100
(5)
100
(7)
100
(4)
100
(3)
100
(2)
100
(2)
100
(3)
100
(37)
58
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 120 days after delivery
Net 120 days after delivery
Net 90 days
Net 90 days
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Note
Note
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$ 870,209
(870,209)
363,520
(363,520)
110,169
(110,169)
186,932
(186,932)
184,154
(184,154)
121,743
(121,743)
163,825
(163,825)
35,422
(35,422)
104,538
(104,538)
463,578
(463,578)
28
(100)
12
(100)
4
(100)
6
(100)
6
(100)
4
(100)
5
(100)
1
(100)
3
(100)
43
(67)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-

(Continued)

  • 267 -
Company Name Related Party Relationship Transaction Details Transaction Details 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
Neworld Electronics Ltd.
Wei Kuang Automatic Equipment (Nanjin)
Co., Ltd.
Neworld Electronics Ltd.
Chroma ATE (Suzhou) Co., Ltd.
Wei Kuang Automatic Equipment Co., Ltd.
Neworld Electronics Ltd.
Chroma Electronics (Shenzhen) Co., Ltd.
Chroma ATE (Suzhou) Co., Ltd.
Wei Kuang Automatic Equipment (Ximen)
Co., Ltd.
Wei Kuang Automatic Equipment Co., Ltd.
Wei Kuang Automatic Equipment (Nanjin)
Co., Ltd.
Neworld Electronics Ltd.
Chroma ATE (Suzhou) Co., Ltd.
Neworld Electronics Ltd.
Neworld Electronics Ltd.
Wei Kuang Automatic Equipment Co., Ltd.
Chroma ATE (Suzhou) Co., Ltd.
Chroma Electronics (Shenzhen) Co., Ltd.
Wei Kuang Automatic Equipment Co., Ltd.
Wei Kuang Automatic Equipment (Ximen)
Co., Ltd.
Same parent
company
Same parent
company
Same parent
company
Same parent
company
Same parent
company
Same parent
company
Same parent
company
Same parent
company
Same parent
company
Same parent
company
(Sale)
Purchase
(Sale)
Purchase
(Sale)
Purchase
(Sale)
Purchase
(Sale)
Purchase
(153,887)
153,887
(105,152)
105,152
(147,309)
147,309
(110,036)
110,036
(121,214)
121,214
(7)
72
(5)
24
(6)
13
(6)
25
(46)
25
Net 90 days
Net 90 days
Net 90 days
Net 90 days
Net 180 days after delivery
Net 180 days after delivery
Net 90 days after monthly closing
Net 90 days after monthly closing
Net 120 days after monthly
closing
Net 120 days after monthly
closing
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$ 84,919
(84,919)
43,058
(43,058)
77,732
(77,732)
128,756
(128,756)
114,442
(114,442)
8
(59)
4
(14)
14
(8)
19
(42)
70
(13)
-
-
-
-
-
-
-
-
-
-

Note: The actual credit period longer than other customers, approximate 12 months.

(Concluded)

  • 268 -

TABLE 6

CHROMA ATE INC.

RECEIVABLES FROM RELATED PARTIES AMOUNTING TO AT LEAST $100 MILLION OR 20% OF THE PAID-IN CAPITAL DECEMBER 31, 2017

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

Company Name Related Party Relationship Ending Balance Turnover Rate Overdue Overdue Amount Received
in Subsequent
Period (Note)
Allowance for
Impairment Loss
Amount Action Taken
The Corporation
Neworld Electronics Ltd.
Chroma Electronics
(Shenzhen) Co., Ltd.
Wei Kuang Automatic
Equipment (Ximen)
Co., Ltd.
Neworld Electronics Ltd.
Chroma USA
Chroma Electronics
(Shenzhen) Co., Ltd.
Chroma ATE Europe B.V.
Chroma System Solutions, Inc.
Chroma Japan Corp.
Chroma ATE (Suzhou) Co.,
Ltd.
Chroma Electronics (Shanghai)
Co., Ltd.
Chroma Electronics
(Shenzhen) Co., Ltd.
Chroma ATE (Suzhou) Co.,
Ltd.
Wei Kuang Automatic
Equipment Co., Ltd.
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Same parent
company
Same parent
company
Same parent
company
Trade receivables
$ 870,209
Trade receivables
363,520
Trade receivables
186,932
Trade receivables
184,154
Trade receivables
110,169
Other receivables - financing provided
115,664
Trade receivables
163,825
Trade receivables
121,743
Trade receivables
104,538
Trade receivables
463,578
Trade receivables
128,756
Trade receivables
114,442
2.44
3.14
4.32
2.25
2.94
-
1.21
2.18
3.93
6.17
5.43
4.70
$ -
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$ 400,434
7,933
101,687
31,603
55,858
-
28,620
79,821
29,352
43,842
9,533
114,442
$ -
-
-
-
-
-
-
-
-
-
-
-

Note: As of February 22, 2018.

  • 269 -

TABLE 7

CHROMA ATE INC.

INFORMATION ON INVESTEES FOR THE YEAR ENDED DECEMBER 31, 2017

(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, 2017 as of December 31, 2017 Net Income
(Loss) of the
Investee
Investment
Gain (Loss)
Note
December 31,
2017
December 31,
2016
Shares
(Thousands)
Percentage of
Ownership
Carrying
Amount
The Corporation
Chroma USA
San Eagle Development Corp.
EVT Technology Co., Ltd.
Adivic Technology Co., Ltd.
Quantel Private Ltd.
Chroma ATE Europe B.V.
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 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 Electronics Corporation
EVT Technology Co., Ltd.
Innovative Nanotech Incorporated
Touch Cloud Incorporation
Chroma Systems Solutions, Inc.
Wei Kuang Mech. Eng. Inc.
Wei Da Electric Vehicle Co., Ltd.
Adivic Holding Corporation
Quantel Technologies India Private Ltd.
Quantel Global Vietnam Co., Ltd.
Chroma Germany GmbH
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
Taoyuan, Taiwan
Taipei, Taiwan
U.S.A.
Mauritius
Pingtung, Taiwan
Samoa
India
Vietnam
Germany
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
Monitoring instruments of nanoparticles
Development of cloud platform and Internet of Things Systems
Sale and maintenance of electronic test instruments, etc.
Investments
Sale and lease of motorcycles
Sale and research of RF device
Sale and maintenance of test instruments, etc.
Sale and maintenance of test instruments, etc.
Sale and maintenance of electronic test instruments, etc.
$ 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
193,800
147,125
29,628
12,217
17,500
247,096
67,481
70,000
57,000
64
185,686
3,750
42,245
3,056
6,219
1,073
$ 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
-
-
-
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
12,240
9
120
215
1,750
20,160
6,644
7,000
5,700
240
4,475
375
1,000
65
-
30
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
73.8
89.3
78.1
50.0
100.0
75.0
100.0
100.0
100.0
100.0
$ 817,757
669,747
529,538
420,605
860,666
156,232
115,153
105,899
113,954
73,859
99,403
118,957
50,420
56,290
(35,580)
(31,012)
60,772
17,626
17,379
22,652
67,777
55,342
132,978
662,527
(3,906)
11,158
2,970
3,857
(4,263)
$ 212,326
115,884
380,332
23,234
609,624
33,536
10,797
2,610
7,506
18,553
22,751
40,769
1,209
(55,499)

1,131

52,426
12,609
94
19,459
(13,961)
(2,487)
(2,123)
52,426
115,961

18
(5,811)
(68)
(1,524)

(5,147)
$ 212,326
115,884
42,960
23,234
609,616
33,536
5,360
2,610
1,336
18,553
6,211
40,871
1,209

(30,314)
1,129
13,107
12,609
33
13,075

(8,252)

(2,434)

(1,658)
NA
NA
NA

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
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
  • 270 -

TABLE 8

CHROMA ATE INC.

INFORMATION ON INVESTMENTS IN MAINLAND CHINA FOR THE YEAR ENDED DECEMBER 31, 2017

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

Investee Company Main Businesses and Products Main Businesses and Products Paid-in Capital
(Note 2)
Method of Investment
(Note 1)
Accumulated
Outward
Remittance for
Investment from
Taiwan as of
January 1, 2017
(Note 3)
Remittance of Funds Remittance of Funds Accumulated
Outward
Remittance for
Investment from
Taiwan as of
December 31,
2017
(Note 3)

Net Income
(Loss) of the
Investee
Percentage of
Ownership in
Investment

Investment
Gain (Loss)
(Notes 4 and 5)
Carrying
Amount as of
December 31,
2017
(Note 2)
Accumulated
Inward
Remittance of
Earnings as of
December 31,
2017

Outward
Inward
Chroma Electronics (Shenzhen) Co., Ltd.
Chroma Electronics (Shanghai) Co., Ltd.
Chroma (Shanghai) Trading Co., Ltd.
Hangzhou New Material Chroma Co., Ltd.
Chroma ATE (Suzhou) Co., 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 computerized automatic test systems,
peripherals and electronic test instruments
Sale of computerized automatic test systems,
peripherals and electronic test instruments
International and transit trading, commercial
simple processing and commercial
consulting service and etc.
Production and sale of semiconductor
connecting materials
Sale of computerized automatic test systems,
peripherals and electronic test instruments
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
$ 114,210
(HK$ 30,000)
89,280
(US$ 3,000)
80,352
(US$ 2,700)
44,640
(US$ 1,500)
113,088
(US$ 3,800)
54,191
(RMB 11,871)
52,119
(RMB 11,417)
7,929
(RMB
1,737)
38,227
(RMB
8,374)
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)
$ 129,943
38,063
(152)
6,461
33,556
42,960
70,743
1,145

15,237
100
100
100
19
100
100
100
100
100
$ 129,943
38,063
(152
)
-
33,556
42,960
70,743
1,145
15,237
$ 580,830

105,707
88,056

8,482

202,520
257,260
320,090
45,602

60,767
$ -

-

-

-

-

-

-

-

-
Accumulated Outward Remittance for
Investment in Mainland China as of
December 31, 2017
Investment Amounts Authorized by the
Investment Commission, MOEA
Upper Limit on the Amount of Investment Stipulated by
Investment Commission, MOEA
$635,051
(HK$1,200, US$19,312)
$725,060
(HK$1,400, US$22,076) (Note 6)
$7,938,408 (Note 7)

(Continued)

  • 271 -

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 balance sheet date were translated into New Taiwan dollars at the rates of HK$1=NT$3.807, US$1=NT$29.760, RMB1=NT$4.565 prevailing on December 29, 2017.

Note 3: The amounts of accumulated outflow of investment from Taiwan as of January 1, 2017 and December 31, 2017 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$3.905, US$1=NT$30.432, RMB1=NT$4.507 for the year ended December 31, 2017.

Note 6:

Approval Letter 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) q. Letter II-10600164500 of Investment Commission of MOEA NT$ 29,898 (US$ 990)

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: The Corporation 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.

  • 272 -