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CHROMA Annual Report 2018

Jun 28, 2019

52029_rns_2019-06-28_a58693ce-03c4-4732-9c3f-c4f8dee4bd05.pdf

Annual Report

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  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: Director, Investor Relation & Corporate Investment, Finance & Administration Center

TEL: (03)327-9999 ext. 2701

Email: [email protected]

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

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

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

Name of accounting firm: Deloitte & Touche

Address: 20F, Taipei Nan Shan Plaza, No. 100, Songren Rd., Xinyi Dist., Taipei 11073, Taiwan

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

TEL: (02)2725-9988

  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$ millions

.
2016 2017 2018
Consolidated operating revenue 11,624 14,901 16,931
Net income (attributable to the owner of the parent 1,720 2,558 2,546
company)
Earnings per share, EPS (NT$) 4.53 6.41 6.22
Capital stock 3,899 4,119 4,168
Total assets 18,633 22,018 23,202
Total equity 10,788 13,463 14,690
Return on total assets 10.12 12.68 11.37
Return on total equity 17.18 21.46 18.42

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Consolidated revenue for the 5
most recent years
18000 16931
17000
16000 14901
15000
14000
13000 11624
1200011000 10307 9692
10000
9000
8000
7000
6000
5000
4000
3000
2000
1000
0
2014 2015 2016 2017 2018
Unit: million NT$
----- End of picture text -----

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

Net income after tax for the Earnings per share for the 5
5 most recent years most recent years
3000 6.41 6.22
2800 2558 2546
2600
2400
2200 4.53
2000
1720
18001600 1318 3.51 3.28
1400 1237
1200
1000
800
600
400
200
0
2014 2015 2016 2017 2018
2014 2015 2016 2017 2018
Unit: million NT$ Unit: NT$
----- End of picture text -----

Table of Contents

Table of Contents Table of Contents
Chapter 1 Report to Shareholders ................................................................................................ 1
Chapter 2 Company Introduction
I. Date of founding ................................................................................................ 2
II. Company overview ............................................................................................ 2
Chapter 3 Corporate Governance Report
I. Organization ....................................................................................................... 4
II. Directors, CEO, general managers, vice presidents, assistant managers,
and supervisors at various departments and branches ....................................... 6
III. Operation of corporate governance .................................................................. 15
IV. CPA fees .......................................................................................................... 43
V. Replacement of CPAs ...................................................................................... 44
VI. The Corporation's Chairman, CEO, or any managerial officer in charge
of finance or accounting matters who has held a position at the
accounting firm of its CPAs or at an affiliated company in the most recent
year ................................................................................................................... 44
VII. Equity transfer or changes in equity pledged by directors, managerial
officers, or shareholders holding more than 10% of the Corporation's
shares in the most recent year up to the publication date of this annual
report ................................................................................................................ 45
VIII. Information on the 10 largest shareholders who are related parties or each
other's spouses and relatives within the second degree of kinship .................. 47
IX. Number and percentage of shares held by the Corporation, its directors,
managerial officers and directly or indirectly controlled reinvestment
companies in the same reinvestment companies ............................................. 48
Chapter 4 Financing Status
I. Capital and shares ............................................................................................ 49
II. Corporate bond ................................................................................................. 57
III. Preferred shares ................................................................................................ 58
IV. Overseas depositary receipt ............................................................................. 58
V. Employee stock warrant ................................................................................... 58
VI. New restricted employee shares ....................................................................... 60
VII. Issuance of new shares in connection with the merger or acquisition of other
companies ........................................................................................................ 63
VIII. Implementation of capital utilization plan ....................................................... 63
Chapter 5 Operation Summary Operation Summary
I. Business content ............................................................................................... 65
II. Market, production and sales summary ........................................................... 74
III. Employee information in the two most recent years up to the publication
date of this annual report .................................................................................. 81
IV. Environmental protection expenditure ............................................................. 81
V. Labor relations ................................................................................................. 82
VI. Important contracts .......................................................................................... 84
Chapter 6 Financial Summary
I. Condensed balance sheet and statement of comprehensive income in the
five most recent years ...................................................................................... 85
II. Financial analysis in the five most recent years ............................................... 88
III. Audit Committee's audit report on financial statements in the most recent
year ................................................................................................................... 92
IV. Financial statements in the most recent year ................................................... 92
V. The Corporation's parent company-only financial statements audited and
attested by CPAs in the most recent year ......................................................... 92
VI. Financial condition of the Corporation and affiliated companies .................... 92
Chapter 7 Review and Analysis of Financial Condition and Performance, and Relevant Risk
Events
I. Financial condition ........................................................................................... 93
II. Financial performance ..................................................................................... 94
III. Cash flow ......................................................................................................... 95
IV. Impact of material expenditures on the Corporation's finances and
operations in the most recent year ................................................................... 95
V. Policy on investment in other companies, main reasons for profit/losses
resulted therefrom, improvement plans, and investment plans for the
coming year ...................................................................................................... 96
VI. Risk analysis and assessment for the most recent year up to the
publication date of this annual report ............................................................... 97
VII. Other important matters ................................................................................. 102
Chapter 8 Special Notes
I. Information on affiliated companies .............................................................. 103
II. Private placement of securities in the most recent year up to the
publication date of this annual report ............................................................. 110
III. Holding or disposition of the Corporation's shares by subsidiaries in the
most recent year up to the publication date of this annual report .................. 110
IV. Other supplementary matters ......................................................................... 110
V. Any event that results in substantial impact upon 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
annual report .................................................................................................. 110

Chapter 1 Report to Shareholders

Business results

The global economy begins to slow down from second half of year 2018. The trade war between US and China has been a great source of uncertainty for market. Several Chinese manufacturing companies were moving abroad to outside of China, which slow down the capacity expansion plan and reduce capital spending. The Company’s sales revenues of testing equipment business in 2018 were weakened due to the US-China Trade War impact. Chroma ATE Inc. the consolidated sales revenues in year 2018 was NTD 16.9 billion, while the parent company sales revenues were 7.5 billion, with net income of 2.5 billion equals to earnings per share of NTD 6.22.

In year 2018, Chroma consolidated testing equipment business was declined 1%. The test instruments & automatic testing system sector was increased by 4%, due to the demand of high power testing equipment from EV related components / modules and battery cell / pack testing remain strong. However, the semiconductor / photonics testing solution were declined 23%, mainly due to IC market headwinds demand decreased. For other consolidated entity MAS automation business was outstanding performance, presented a sales growth of 92%, which the consolidated sales revenues in 2018 to grow 14% year-on-year. Other consolidated financial ratio stated as below:

Financial Performance for Year 2017 ~ 2018

Financial Performance for Year 2017 ~ 2018 Financial Performance for Year 2017 ~ 2018
Item 2018 2017
Capital Structure
Analysis

Debt Ratio(%)
36.69 38.85
Long-term Fund to Fixed Assets Ratio(%) 508.27 566.49
Liquidity Analysis Current Ratio(%) 221.54 203.76

Quick Ratio(%)
163.98 161.87
Profitability
Analysis
Return on Total Assets(%) 11.37 12.68
Return on Equity Attributable to Shareholders
of the Parent(%)

18.42
21.46
Net Profit Margin(%) 15.04 17.17

Business plan, development strategies, external competition and environment, legal environment, and macro-business environment

Look forward to year 2019, US trade protectionism policy appreciated US market, but global economy uncertainty remains from US-China Trade War. To face wakening global economy headwinds and fast market turnover, we expect to adopt following strategies to commit a good sales growth and returns to our shareholders.

  1. Increasing North America market penetration and sales force.

  2. Close attention on Southeast Asia market development due to China supply chain moving abroad.

  3. Active development of related testing equipment needs for megatrend of AI, 3D Imaging Sensing and 5G communication.

Finally, we would like to express our gratitude to all our shareholders for their unstinted support and encouragement. We wish everyone good health and all the best.

Chairman & CEO Leo Huang

1

Chapter 2 Company Introduction

I. Date of founding: November 8, 1984

II. Company overview

November 8, 1984 Founded in Taipei city with a capital of NT$2 million.
The first Chinese-invented programmable video signals generator (65MHz)
was officially launched.
November 1986 The world's first synchronous parallel test architecture developed to
automatically test switching power supplies.
February 1993 Invested in Chroma ATE Inc., a subsidiary in the US to set up the
Corporation's sales office based in the United States.
December 1993 Official opening and operation of the new Wugu factory.
February 1993 Invested in Neworld Electronics Ltd., a subsidiary in Hong Kong to expand
the Corporation’s base in the Mainland China market.
December 1994 Granted the ISO9002 quality certification.
November 1995 Successfully obtained the Chinese National Laboratory Accreditation (CNLA)
from the Central Bureau of Standards.
December 1996 The Corporation was listed in the stock market for trading on December 21.
August 1997 Granted the ISO9001 quality certification.
December 1997 The 9107 Uninterruptible Power Supply and the 3203 Memory IC Tester won
the 6th Taiwan Excellence Award.
April 1998 Honored with the 6th Industrial Technology Development Outstanding
Performance Award from the Ministry of Economic Affairs (MOEA).
Invested in DynaScan Technology Corp.
July 1998 The 7100 Color Analyzer won the Outstanding Photonics Product Award
during the 2nd Photonics Festival in Taiwan.
September 1998 Invested in Adlink Technology Inc.
December 1998 The 2225 and 2235 Series Video Pattern Generators and the 9105
Uninterruptible Power Supply won the 7th Taiwan Excellence Award.
May 1999 The 9105/9107 Uninterruptible Power Supply won the Excellent Product
Design Award.
June 1999 Acquired Hita Technology Co., Ltd.
September 1999 Invested in Chroma ATE Europe B.V., a subsidiary in the Netherlands to set
up the Corporation's sales office based in Europe.
November 1999 Official opening and operation of the new Linkou factory.
June 2000 First issuance of unsecured convertible corporate bonds in Taiwan worth NT$
1.5 billion.
August 2000 Invested in EVT Technology Co., Ltd.
January 2001 Acquired ZentechTech Inc.
March 2003 Set up a branch office in Hsinchu Science Park.
September 2003 Set up the Global Corporate HQ in Taiwan.
March 2004 Donated a 360-degree LED display to National Chiao Tung University, the
first of its kind in a Taiwanese university.
December 2004 20th Anniversary of the Corporation and grand opening of the Linkou
Operational HQ.
June 2005 Expiration and delisting of the first unsecured convertible corporate bonds
issued in Taiwan
August 2006 Spun off the Special Material Business Unit (BU) to form a new subsidiary,

2

Chroma New Material Corp.
September 2006 Grand opening of the Chroma ATE Suzhou plant in China.
January 2007 Invested in Wei Kuang Automatic Equipment (Nanjing) Co., Ltd., Mou Kuan
Technologies (Nanjing) Co., Ltd., Sajet Technology Co., Ltd., and MAS
Automation Corp.
February 2007 Invested in Wei Kuang Automation (Xiamen) Co., Ltd.
March 2007 Invested in Testar Electronics Corp.
April 2007 Established Manufacturing Execution System (MES) Business Unit.
March 2008 Simplified merger with subsidiary Silver Town Electronic Co., Ltd.
May 2008 Established Chroma Japan Corp.
March 2009 Granted the ISO 9001:2008 certification.
September 2009 Established Kaohsiung branch.
September 2009 Invested in Chroma Systems Solutions, Inc. to set up a sales location in the US.
August 2010 Acquired several prestigious awards from Finance Award in 2010, including the
Best Managed Corporation Award, the Best Corporate Governance Award, and
the Best Medium-sized Enterprise in Taiwan.
October 2010 Granted the ISO/TS 16949 certification.
August 2011 Acquired Wise Life Technology Co., Ltd.
January 2012 Successfully acquired the tender for the Industrial Development Zone (Tender A)
in the Taoyuan International Airport Access MRT Station A7 Transit-Oriented
Development Zone.
January 2012 The 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 from MOEA.
November 2012 Simplified merger of subsidiary Novatest Electronics Co., Ltd.
December 2012 Successfully acquired the world’s first SAE J1772 certification from UL for
automated communication protocol testing system.
February 2013 Honored with the 1st Taiwan Mittelstand Award from the Industrial
Development Bureau, MOEA.
February 2013 Invested in Adivic Technology Co., Ltd.
May 2014 Second issuance of unsecured convertible corporate bonds in Taiwan worth NT$
2 billion.
January 2016 Invested in Quantel Private. Ltd. in Singapore to establish a sales location in
Southeast Asia
January 2017 Received the Distinguished Enterprise Innovation Award, the highest honor from
the 5th National Industrial Innovation Award.
August 2017 Established Innovative Nanotech, Inc.
September 2017 Established a subsidiary in Germany.
October 2017 Invested in Touch Cloud Inc.
October 2017 Honored with the “Best Trade Contribution Award” delivered by MOEA.
January 2018 The 61800 Series Regenerative Grid Simulator and the 3160C Tri-Temp Quad-
Site Handler won the 26th Taiwan Excellence Award.
February 2018 Established Chroma Korea, a branch office in South Korea.
May 2018 Chroma Germany GmBH was granted the ISO 9001 certification.
January 2019 The 17040 Regenerative Battery Pack Test System and the 2238 Video Pattern
Generator won the 27th Taiwan Excellence Award.
February 2019 Invested in Camtek Ltd.

3

Chapter 3 Corporate Governance Report I. Organization

(I)Organizational structure

==> picture [457 x 493] intentionally omitted <==

4

(II)
Responsibilities andfunctions of majordepartments
(II)
Responsibilities andfunctions of majordepartments
Department Responsibilities
CEO Office Establish the Corporate Marketing Department, the Legal Affairs
Department, and the Safety and Health Center. Formulate company-wide
administrative and business objectives, implement communication and
coordination, product planning, new business development and planning,
patent management and contract review, environmental protection, and
occupational safetyand health(OSH)management.
Internal Auditor Establish, update, and revise internal audit and control systems.
Review,revise,and audit internal control systems.
Semiconductor
Testing Equipment
BU
Responsible for the planning, research, and development (R&D), and
marketing of semiconductor test equipment and products.
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.
Manufacturing
Center
Responsible for the raw material purchasing and production for the entire
corporation.
Responsibleforthe planning andmaintenance ofproduct quality system.
Advanced
Technology
ResearchCenter
New technology planning and development, and supporting various BUs in
understanding the future development of new industries.
Finance &
Administration
Center

Consist of the Financial Department, the Accounting Department, the
Human Resources Department, the General Affairs Department, and the
Facilities Department.
Financial Department: Responsible for capital planning and utilization for
the entire corporation, assessing investment plans, and providing support for
certain operations.
Accounting Department: Responsible for establishing and implementing an
accounting system, and handling various taxation and accounting affairs.
Human Resources Department: Responsible for planning HR resources,
organizational development, and training for the entire corporation.
General Affairs Department: Responsible for the purchase of routine
equipment and items, as well as the management of equipment and fixed
assets for the entire corporation.
Facilities Department:Responsible for factorymaintenance and safety.
Operation
Management Center
Responsible for building and managing the Corporation's operations
management system. Establish the IT Department (including the IT System
Development Section, the IT System Management Section, and the Data
Control Section), 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

II. Directors, CEO, general managers, vice presidents, assistant managers, and supervisors at various departments and branches (I) Director Information

As of April 20,2019 As of April 20,2019 As of April 20,2019
Title Nationalit
y or place
of
registratio
n

Name
Gender Date
elected
Final date
of the term
of office
Date of
first election

Number of shares held
when elected
Number of 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 the Corporation
or other companies
Any managerial officer, director,
or supervisor who is a spouse or
relative within the second degree
of kinship
Number of
shares held
Shareholding
percentage
Number of
shares held
Shareholding
percentage
Number of
shares held
Shareholding
percentage
Title Name Relation
Chairman Republic
of
China
Leo Huang Male 2017.06.08 2020.06.07 1984.10.23 23,419,897
5.78%
20,491,897
4.90%
11,794,362
2.82%

0

Bachelor of Electronics Engineering, National Chiao
Tung University
CEO of the Corporation
Director, I-Sheng Electric Wire & Cable Co., Ltd.
Director, Leadtek Research Inc.
Independent Director, Member of Audit Committee and
Member of Remuneration Committee, Ichia Technology
Inc.
Representative of Corporate Director, Tian Zheng
International Precision Machinery Co., Ltd.
Director, Twoway Communications Inc.
Chairman, DynaScan Technology Corp.
Refer to Page 106 to 108 for details on positions assumed in
affiliated companies

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 of Business Administration, National Chengchi
University
Certified Public Accountant, 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, Dynapack Corp.
Representative of Corporate Director, Far Eastern
International Bank
Director, Unity Opto Technology Co., Ltd.
Independent Director, Member of Audit Committee,
Member of Risk Management Committee, and Member of
Remuneration Committee, Fubon Hyundai Life Insurance
(South Korea) 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

Ph.D. in Business Administration, University of
Kentucky, USA
Senior Vice President, Taiwan Semiconductor
Manufacturing Corporation
Chairman, Neo Solar Power Corporation
Director, Rafael Microelectronics Inc.
Chairman, DynaScan Technology Corp.
Director, Co-founder and Strategy Consultant, United
Renewable Energy Co., Ltd.
Independent Director, Member of Audit Committee, and
Member of Remuneration Committee, Power 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

Ph.D. in Atmospheric Science, State University of New
York, USA
Chair Professor, National Taiwan University
Executive Vice President, National Taiwan University
Vice President for Academic Affairs, National Taiwan
University
Chair, Department of Atmospheric Sciences, National
Taiwan University
President,Chinese Geoscience Union
Chair Professor, National Taiwan University
Independent Director, Member of Audit Committee and
Member of Remuneration Committee, 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%

397,548

0.09%

238,722

0.06%

0

Ph.D. in Mechanical Engineering, Pennsylvania State
University, USA
Project Manager,Institute for Information Industry
President of the Corporation
Refer to Page 106 to 108 for details on positions assumed in
affiliated companies

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

Ph.D. in Photonics, National Chiao Tung University
Vice President, Tailyn Technologies, Inc.
Vice President, Champion-Lighting Technologies
Limited
Chief Technology Officer, DynaScan Technology Corp.
Independent Director and Member of Remuneration
Committee, Dynapack Corp.
Refer to Page 106 to 108 for details on positions assumed in
affiliated companies

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
Ph.D.in Electrical Engineering, National Taiwan Director, Ting-Shiun Telecommunication Development
Foundation
Director, National Information Infrastructure Enterprise
Promotion Association
None None None
University
Vice President for R&D, Office of Research and

Development, National Chiao Tung University

Chairman and Director, the Institute of Communications
Engineering, National Chiao Tung University
Lifetime Chair Professor, Department of Electrical
Engineering,National Chiao TungUniversity

6

Director Information

Criteria
Name
Does the individual have more than 5 years of
professional experience and the following qualifications?
Does the individual have more than 5 years of
professional experience and the following qualifications?
Does the individual have more than 5 years of
professional experience and the following qualifications?
Meets the criteria for independence (Note
1)
Meets the criteria for independence (Note
1)
Meets the criteria for independence (Note
1)
Meets the criteria for independence (Note
1)
Meets the criteria for independence (Note
1)
Meets the criteria for independence (Note
1)
Meets the criteria for independence (Note
1)
Meets the criteria for independence (Note
1)
Meets the criteria for independence (Note
1)
Meets the criteria for independence (Note
1)

Currently
serving as
an
independent
director in
other public
companies
Currently serving
as an instructor or
in higher positions
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, certified
public accountant or
other professional or
technician that must
undergo national
examinations and
specialized license.
Professional
experience
necessary for
business
administration,
legal affairs,
finance,
accounting or
company sales

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 fulfills the relevant condition(s) two years before being elected or during the term of office, please tick the field under the corresponding condition(s).

(1) Not employed by the Corporation or its affiliated companies.

(2) Not serving as a director or supervisor of the Corporation or any affiliated company (However, this does not apply to cases where the person is an independent director of the Corporation, its parent company or subsidiaries established in accordance with the laws of Taiwan or with the laws of the country of the parent company or subsidiary).

  • (3) Not a natural person shareholder who holds more than 1% of the total number of shares issued or is ranked top 10 in terms of the total number 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 preceding three items.

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

(6) Not a director (member of the Board of Directors), supervisor (member of the Board of Supervisors), managerial officer or shareholder holding more than 5% of the shares of a specific company or institution that has a financial or business relationship with the Corporation.

(7) Not a professional individual or owner, partner, director (member of the Board of Directors), supervisor (member of the Board of Supervisors), or managerial officer of a sole proprietorship, partnership, company, or institution that provides commercial, legal, financial, accounting, or consultation services to the Corporation or to any affiliated company, or spouse thereof. However, this restriction does not apply to any member of the Remuneration Committee who exercises powers pursuant to Article 7 of the Regulations Governing the Appointment and Exercise of Powers by the Remuneration Committee of a Company Whose Stock is Listed on the Stock Exchange or Traded Over the Counter.

(8) Not a spouse or a relative within the second degree of kinship with any director.

  • (9) Where none of the circumstances specified in Article 30 of the Company Act applies.

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

7

(II) CEO, general managers, vice presidents, assistant managers, and supervisors at various departments and branches

As of April 20,2019 As of April 20,2019 As of April 20,2019
Title Nationality Name Gender Date of
appointment
Number of 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 other companies Any managerial officer who is
a spouse or a relative within
the second degree of kinship
Number of
shares held
Shareholding
percentage
Number of
shares held
Shareholding
percentage

Number of
shares held


Shareholding
percentage
Title Name Relation
CEO Republic
of
China
Leo Huang Male 1984.11.08 20,491,897
4.90%

11,794,362
2.82% 0
0

Bachelor of Electronics Engineering, National
Chiao Tung University
Director, I-Sheng Electric Wire & Cable Co., Ltd.;
Director, Leadtek Research Inc.; Independent
Director, Member of Audit Committee and Member
of Remuneration Committee, Ichia Technology
Inc.; Representative of Corporate Director, Tian
Zheng International Precision Machinery Co., Ltd.;
Director, Twoway Communications, Inc.;
Chairman, DynaScan Technology Corp.
Refer to Page 106 to 108 for details on positions
assumed in affiliated companies

None
None None
General Manager, Test &
Measurement BU
Republic
of
China
David Yang Male 1992.08.14 45,352
0.01%

70,002
0.02% 0
0

Bachelor of Electronics Engineering, National
Chiao Tung University
Teaching Assistant, Department of Information
Technology, College of Engineering, Chung Hua
University
Refer to Page 106 to 108 for details on positions
assumed in affiliated companies
None None None
General Manager,
Integrated System Solution
BU
Republic
of
China
I-Shih Tseng Male 1998.07.16 397,548
0.09%

238,722
0.06% 0
0

Bachelor of Mechanical Engineering, Pennsylvania
State University, USA
Project Manager,Institute for Information Industry
Refer to Page 106 to 108 for details on positions
assumed in affiliated companies
None None None
General Manager of the
Business Department
Republic
of
China
C. C. Ho Male 2001.12.10 60,088
0.01%

0
0 0
0

Bachelor of Electrical Engineering, Tatung
University
General Manager, Global Operations Management
Department,TatungCompany
Refer to Page 106 to 108 for details on positions
assumed in affiliated companies
None None None
General Manager,
Intelligent Manufacturing
System BU
Republic
of
China
Joe Lin Male 2007.04.01 107,943
0.03%

0
0 0
0

Bachelor of Information Sciences, Cal Poly
Pomona, USA
General Manager,Sajet TechnologyCo.,Ltd.
Refer to Page 106 to 108 for details on positions
assumed in affiliated companies
None None None
General Manager,
Semiconductor Testing
Equipment BU
Republic
of
China
George Chang Male 2006.08.01 82,000
0.02%

0
0 0
0

Master of Electrical and 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 1999.05.03 222,969
0.05%

0
0 0
0

Master of Business Administration, New York
Institute of Technology
Vice President of Finance, Hsin Yu Energy
Development Co.,Ltd.
Refer to Page 106 to 108 for details on positions
assumed in affiliated companies
None None None
Vice President, Operation
Management Center
Republic
of
China
Benjamin
Huang
Male 1992.06.22 100,723
0.02%

0
0 0
0

Bachelor of Electrical Engineering, National
Taiwan University
Vice President, R&D Department, Test &
Measurement BU of the Corporation
None None None None
Vice President,
Manufacturing Center
Republic
of
China
Steven Liu Male 1991.08.22 139,012
0.03%

738

0
0
0

Bachelor of Information & Communications,
Chinese Culture University
Department Manager, Property and Product
Management Department of the 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

Department of Machinery and Automation
Engineering, Nanya Institute of Technology
Vice President,Dasike TechnologyCompany
None None None None
Vice President, CEO Office
Republic
of
China
C. C. Fan Male 2010.08.01 321,235
0.08%

0
0 0
0

Bachelor of Industrial Engineering and
Management, Minghsin University of Science and
Technology
Vice President, R&D Department, MAS
Automation Corp.
None None None None
Vice President, Planning
Department, Test &
Measurement BU
Republic
of
China
Bobby Tseng Male 2001.01.01 34,000
0.01%

0
0 0
0

Bachelor of Electrical Engineering, Waseda
University
Manager, Product Planning Department, Test &
Measurement BU of the Corporation
None None None None
Vice President, Greater
China Area Sales
Department, Test &
Measurement BU
Republic
of
China
Vincent Chen Male 2001.01.01 48,260
0.01%

0
0 0
0

Bachelor of Electrical Engineering, Lunghwa
University of Science and Technology
Department Manager, Greater China Area Sales
Department,Test & Measurement BU
Refer to Page 106 to 108 for details on positions
assumed in affiliated companies
None None None
Vice President, Technical
Service Department, Test &
Measurement BU

Republic
of
China
Tony Yang Male 2003.07.01 56,554
0.01%

0
0 0
0

Department of Electrical Engineering, National
Taitung Junior College
Manager, Engineering Department, Tiger Power
Co.,Ltd.
None None None None

8

Title Nationality Name Gender Date of
appointment
Number of shares held Number of shares held 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
Major experience/academic background
Positions currently assumed in other companies Any managerial officer who is
a spouse or a relative within
the second degree of kinship
Any managerial officer who is
a spouse or a relative within
the second degree of kinship
Any managerial officer who is
a spouse or a relative within
the second degree of kinship
Number of
shares held
Shareholding
percentage
Number of
shares held
Shareholding
percentage

Number of
shares held


Shareholding
percentage
Title Name Relation
Vice President, R&D
Department, Test &
Measurement BU
Republic
of
China
Vincent Wu Male 2003.07.16 116,465
0.03%

903
0 0
0

Master of Electrical and Control Engineering,
National Chiao Tung University
Department Manager, R&D Department, Test &
Measurement BU of the Corporation
None None None None
Vice President, R&D
Department 1, Integrated
System Solution BU
Republic
of
China
Lance Ouyang Male 2009.07.01 17,000
0

0
0 0
0

Master of Mechanical Engineering, National Chiao
Tung University
Vice President,Global Target Company
None None None None
Vice President, Sales
Department 2, Integrated
System Solution BU
Republic
of
China
Jeff Lee Male 2007.01.01 55,000
0.01%

0
0 0
0

Department of Electrical Engineering, Hsinpu
Institute of Technology
Department Manager, Product Planning
Department, Integrated System Solution BU of the
Corporation
None None None None
Vice President, Planning
Department, Test &
Measurement BU
Republic
of
China
Kenny Wang Male 1993.04.23 423,528
0.10%

0
0 0
0

Department of Electrical Engineering, Hsinpu
Institute of Technology
Manager, Product Planning Department, Test &
Measurement BU of the Corporation
None None None None
Manager, Product Planning
Department, Test &
Measurement BU
Republic
of
China
Cindy Tai Female 2009.11.01 59,536
0.01%

0
0 0
0

Bachelor of Chemical Engineering
Manager, Product Planning Department, Test &
Measurement BU of the Corporation
None None None None
Vice President, Planning
Department, Test &
Measurement BU
Republic
of
China
Galen Chou Male 1996.07.01 6,000
0

0
0 0
0

Master of Electrical and Control Engineering,
National Chiao Tung University
Manager, Product Planning Department, Test &
Measurement BU of the Corporation
None None None None

9

(III) Remuneration paid to directors, CEO, general managers and vice presidents in the most recent year 1. Remuneration for directors (including independent directors)

Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands
Title Name
(Note 1)
Director’s remuneration Proportion of NIAT
after summing four
items: A, B, C, and D
(Note 4)
Remuneration paid to concurrent employee Proportion of NIAT
after summing seven
items: A, B, C, D, E,
and F (Note 4)
Whether or
not the
person
receives
remuneration
from
reinvestment
companies
other than
the
Corporation's
subsidiaries
(Note 7)

Remuneration (A) Retirement pension (B) Bonus for directors (C)
(Note 2)
Allowances (D)
(Note 3)
Salaries, bonuses, and
special expenses (E)
(Note 5)
Retirement pension (F) Employee bonus (G) (Note 6)
The
Corporation
All
companies
listed in
the
financial
statements
(Note 8)


The
Corporation
All
companies
listed in
the
financial
statements
(Note 8)
The
Corporation
All
companies
listed in the
financial
statements
(Note 8)

The
Corporation
All
companies
listed in the
financial
statements
(Note 8)

The
Corporation
All
companies
listed in the
financial
statements
(Note 8)

The
Corporation
All
companies
listed in the
financial
statements
(Note 8)
The
Corporation
All
companies
listed in the
financial
statements
(Note 8)

The Corporation
All companies
listed in the
financial statements
(Note 8)

The
Corporation
All
companies
listed in
the
financial
statements
(Note 8)
Amount
of
cash

Amount
of
shares

Amount
of
cash

Amount of
shares
Chairman Leo Huang 0 0 0 0 9,600 10,800 585 585 0.40% 0.45% 10,818 10,818 294
(Note 9)
294
(Note 9)
13,955 0 18,820 0 1.38% 1.62% 7,522
Independent
director

Tsung-Ming
Chung
Independent
director

Quincy Lin
Independent
director

Tai-Jen George
Chen
Director I-Shih Tseng
Director Chung-Ju Chang
Director Tsun-I Wang
*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 all companies listed in the financial statements: None.

Remuneration range

Remuneration range Remuneration range Remuneration range Remuneration range
Remuneration range for each director in the 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)
The Corporation All reinvestment companies(Note 7) The Corporation All reinvestment companies(Note 7)
Less than NT$2,000,000 Quincy Lin, Tsung-Ming Chung, Tai-Jen George
Chen,Tsun-I Wang,Chung-Ju Chang,I-Shih Tseng

Quincy Lin, Tsung-Ming Chung, Tai-Jen George
Chen,Tsun-I Wang,Chung-Ju Chang,I-Shih Tseng

Quincy Lin, Tsung-Ming Chung, Tai-Jen George
Chen,Tsun-I Wang,Chung-Ju Chang

Quincy Lin, Tsung-Ming Chung, Tai-Jen George
Chen,Chung-Ju Chang
NT$2,000,000(inclusive)to NT$5,000,000(not inclusive) Leo Huang Leo Huang
NT$5,000,000(inclusive)to 10,000,000(not inclusive) I-Shih Tseng I-Shih Tseng,Tsun-I Wang
NT$10,000,000(inclusive)to NT$15,000,000(not inclusive) Leo Huang
NT$15,000,000(inclusive)to NT$30,000,000(not inclusive) Leo Huang
NT$30,000,000(inclusive)to NT$50,000,000(not inclusive)
NT$50,000,000(inclusive)to NT$100,000,000(not inclusive)
NT$100,000,000 and above
Total 7 7 7 7

Note 1: Name of directors shall be listed separately, and the amount of remuneration paid to them shall be disclosed collectively.

Note 2: It refers to bonus distributed to directors upon approval by the Board of Directors in 2018.

Note 3: It refers to business expenses paid to directors in the most recent year (including transport, special expenses, various allowances, accommodation, and provision of physical items such as vehicles)

Note 4: Net income after taxes (NIAT) refers to net income after taxes in the most recent year. If the International Financial Reporting Standards (IFRS) has been adopted, NIAT refers to net income after taxes stated in the parent company-only financial statements for the most recent year. Note 5: Remuneration for directors concurrently holding positions (including CEO, general manager, vice president, other managerial officers, or employee) in the Corporation shall include salaries, job remuneration, severance pay, various bonuses, rewards, transportation allowance, special expenses, various allowances, accommodation, and provision of physical items such as vehicles. Salary expenses recognized under IFRS 2 - “Share-based Payment”, including employee stock warrant, new restricted employee shares, and participation in subscription of stocks in cash capital increase, shall also be included in the calculation of remuneration.

Note 6: Employee bonus for directors in 2018 shall be distributed this year according to the actual distribution percentage in the previous year.

Note 7: a. If a director receives remuneration from reinvestment companies that are not subsidiaries of the Corporation, the said remuneration shall be included in the remuneration range table. The name of the column shall also be changed to “All reinvestment companies”.

b. The aforesaid remuneration refers to compensation, bonuses (including bonuses for employees, directors, and supervisors) and business expenses received by directors of the Corporation who serve as directors, supervisors or managerial officers of reinvestment companies other than subsidiaries of the Corporation.

Note 8: The total amount of remuneration paid to directors of the Corporation by all companies (including the Corporation) as listed in the financial statements shall be disclosed. Note 9: It refers to the amount of retirement pension contributed.

10

2. Remuneration for CEO, general managers and vice presidents

Unit: NT$ thousands

Unit: NT$thousands
Title Name Salary (A) Retirement pension (B) Bonuses and special expenses
(C)(Note 1)
Employee bonus (D)(Note 2) Proportion of NIAT after
summing four items: A, B,
C, and D(%) (Note 6)
Whether or not the
person receives
remuneration from
reinvestment
companies other than
the Corporation's
subsidiaries
(Note 3)
The
Corporation
All companies
listed in the
financial
statements
(Note 4)

The
Corporation
All companies
listed in
the financial
statements
(Note 4)
The
Corporation
All companies
listed in the
financial
statements
(Note 4)
The Corporation All companies listed in
the financial
statements(Note 4)

The
Corporation
All companies
listed in the
financial
statements
(Note 4)
Amount of
cash
Amount
of shares
Amount of
cash

Amount of
shares
CEO Leo Huang 37,415 38,327 2,180
(Note 5)
2,180
(Note 5)
23,429 25,029 53,000 0 60,640 0 4.56% 4.89% None
General Manager, Test & Measurement
BU
David Yang
General Manager, Integrated System
Solution BU
I-Shih Tseng
General Manager of the Business
Department
C. C. Ho
General Manager, Intelligent
ManufacturingSystem BU
Joe Lin
General Manager, Semiconductor
TestingEquipment BU
George Chang
Vice President, Finance &
Administration Center
Paul Ying
Vice President, Operation Management
Center
Benjamin Huang
Vice President, Manufacturing Center Steven Liu
Vice President, R&D Department,
Semiconductor TestingEquipment BU
Max Chang
(Note 9)
Vice President, Sales Department 1,
Integrated System Solution BU
Herbert Tsai
Vice President, CEO 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, Technical Service
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 Solution BU
Jeff Lee

11

Remuneration range

Remuneration range Remuneration range
Remuneration range for CEO, general managers and vice presidents
in the Corporation


Name of CEO, general manager, and vice president
The Corporation (Note 7) All companies listed in the financial statements (Note 8)
Less than NT$2,000,000
NT$2,000,000 (inclusive) to NT$5,000,000 (not inclusive) Herbert Tsai, C. C. Fan, Bobby Tseng, Vincent Chen, Tony Yang, Vincent Wu,
Lance Ouyang,Jeff Lee,Max Chang
Herbert Tsai, C. C. Fan, Bobby Tseng, Vincent Chen, Tony Yang, Vincent Wu,
Lance Ouyang,Jeff Lee,Max Chang
NT$5,000,000 (inclusive) to NT$10,000,000 (not inclusive) David Yang, I-Shih Tseng, C. C. Ho, Joe Lin, George Chang, Paul Ying,
Benjamin Huang,Steven Liu
David Yang, I-Shih Tseng, C. C. Ho, Joe Lin, George Chang, Paul Ying,
Benjamin Huang,Steven Liu
NT$10,000,000 (inclusive) to NT$15,000,000 (not inclusive) Leo Huang
NT$15,000,000 (inclusive) to NT$30,000,000 (not inclusive) Leo Huang
NT$30,000,000 (inclusive) to NT$50,000,000 (not inclusive)
NT$50,000,000 (inclusive) to NT$100,000,000 (not inclusive)
NT$100,000,000 and above
Total 18 18

Note 1: It includes the amount of various bonuses, rewards, transport fees, special expenses, various allowances, accommodation, provision of physical items such as vehicles, and other types of remuneration for CEO, general managers, and vice presidents in the most recent year. Salary expenses recognized under IFRS 2 - “Share-based Payment”, including employee stock warrant, new restricted employee shares, and participation in subscription of stocks in cash capital increase, shall also be included in the calculation of remuneration. Note 2: Employee bonus for CEO, general managers and vice presidents as approved by the Board of Directors in 2018 is to be distributed according to the percentage of actual bonus distribution percentage in the previous year.

  • Note 3: a. If the CEO, a general manager or a vice president receives remuneration from reinvestment companies that are not subsidiaries of the Corporation, the said remuneration shall be included in the remuneration range table. The name of the column shall also be changed to “All reinvestment companies”.

  • b. The aforesaid remuneration refers to compensation, bonuses (including bonuses for employees, directors, and supervisors) and business expenses received by CEO, general managers and vice presidents of the Corporation who serve as directors, supervisors or managerial officers of reinvestment companies other than subsidiaries of the Corporation.

Note 4: The total amount of remuneration paid to CEO, general managers and vice presidents of the Corporation by all companies (including the Corporation) as listed in the financial statements shall be disclosed. Note 5: It refers to the amount of retirement pension contributed. Note 6: Net income after taxes (NIAT) refers to net income after taxes in the most recent year. If the International Financial Reporting Standards (IFRS) has been adopted, NIAT refers to net income after taxes stated in the parent company-only financial statements for the most recent year.

Note 7: The name of CEO, general managers, and vice presidents shall be disclosed in the remuneration ranges to which the amount of remuneration paid to CEO, each general manager and each vice president by the Corporation correspond, respectively. Note 8: The name of CEO, general managers, and vice presidents shall be disclosed in the remuneration ranges to which the amount of remuneration paid to CEO, each general manager and each vice president by all the companies (including the Corporation) listed in the financial statements correspond, respectively.

Note 9: Mr. Max Chang resigned on January 31, 2019.

12

  • (IV) Compare and analyze the total remuneration paid to the directors, supervisors, CEO, general managers, and vice presidents of the Corporation in the two most recent years by all companies listed in the Corporation's parent company-only and consolidated financial statements as a percentage of NIAT listed in the parent company-only financial statements, and describe the policies, standards, and packages for payment of remuneration, the procedures for determining remuneration, and its connection to business performance and future risk exposure.

  • Analysis of the total remuneration paid to the Corporation’s directors, supervisors, CEO, general managers, and vice presidents as a percentage of NIAT in the two most recent years:

NIAT inthe twomostrecent years: NIAT inthe twomostrecent years:
Total remuneration paid to directors,
supervisors, CEO, general managers, and
vice presidents as a percentage of NIAT in
2017
Total remuneration paid to directors,
CEO, general managers, and vice presidents
as a percentage of NIAT in 2018
The
Corporation
All companies listed in the
financial statements
The
Corporation
All companies listed in the
financial statements
6.02% 6.37% 4.96% 5.34%
  1. Policies, standards, and packages for payment of remuneration, the procedures for determining remuneration, and its connection to business performance and future risk exposure:

  2. (1) Directors: Bonus paid by the Corporation mainly comprises bonus for directors. According to Article 34 of the Corporation's Articles of Incorporation, bonus distributed to directors shall not be greater than 1.5% of the Corporation's net income before taxes before deducting bonus distributed to employees and directors in the current year. The directors' bonus distribution policy not only takes into account the operating performance of the entire corporation, but also individual director's contributions to the performance of the Corporation. Directors' compensation shall be approved by the Remuneration Committee and the Board of Directors. The remuneration system shall be reviewed at any time depending on the actual operating status of the Corporation.

    • In 2018 and 2017, the fixed amount of bonus for directors and supervisors was NT$9,600,000 respectively, accounting for approximately 0.3% of the Corporation's net income before taxes each year. The Corporation also paid attendance fees to directors each time a Board of Directors' meeting is convened.
  3. (2) CEO, general managers, and vice presidents: The Corporation has established the "Regulations Governing Compensation for Senior Executives", which stipulates that when a CEO, a general manager or a vice president is appointed, he/she shall be paid a fixed monthly salary based on the pay standards for similar positions in the industry. Any proposal to change employee bonus shall be made according to the Corporation's operational performance for the current year and by taking into individual performance appraisal. Such proposal shall first be submitted to the Remuneration Committee for review before it is delivered to the Board of Directors for resolution.

  4. (3) The 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

13

compensation paid to managerial officers.

Names of managerial officers who receive employee bonus, and distribution of employee bonus As of March 31, 2019 (Unit: NT$ thousands)

Title Name Amount
of shares
Amount
of cash
(Note 2)
Total Total amount
of bonus as a
percentage of
NIAT(%)
Managerial officer CEO Leo Huang 0 53,000 53,000 2.08%
General Manager,Test & Measurement BU David Yang
General Manager, Integrated System
Solution BU
I-Shih Tseng
General Manager of the Business
Department
C. C. Ho
General Manager, Intelligent
ManufacturingSystem BU
Joe Lin
General Manager, Semiconductor Testing
Equipment BU
George Chang
Vice President, Finance & Administration
Center
Paul Ying
Vice President, Operation Management
Center
Benjamin Huang
Vice President,ManufacturingCenter Steven Liu
Vice President, Sales Department 1,
Integrated System Solution BU
Herbert Tsai
Vice President,CEO Office C. C. Fan
Vice President, Product Marketing, 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 Solution BU
Jeff Lee
Vice President, Product Marketing, Test &
Measurement BU
Kenny Wang
(Note 1)
Vice President, Product Marketing t, Test &
Measurement BU
Cindy Tai (Note
1)
Vice President, Product Marketing, Test &
Measurement BU
Galen Chou (Note
1)

Note 1: Mr. Kenny Wang, Miss Cindy Tai and Mr. Galen Chou were promoted to the position of Vice President on January 1, 2019.

Note 2: Employee bonus for managerial officers as approved by the Board of Directors in 2018 is to be distributed according to the percentage of actual bonus distribution percentage in the previous year.

14

III. Operation of corporate governance (I) Operation of Board of Directors

A total of six meetings were held by the Board of Directors in 2018, with the directors' attendance listed as follows:

Title Title Name Name Attendance in
person
Attendance
by proxy
Percentage of attendance
inperson(%)
Percentage of attendance
inperson(%)
Percentage of attendance
inperson(%)
Remark
Chairman Leo Huang 6 - 100%

Independent
director
Tsung-Ming
Chung
6 - 100%

Independent
director
Quincy Lin 4 2 67%

Independent
director
Tai-Jen
GeorgeChen
6 - 100%
Director I-Shih Tseng 5 - 83%
Director Chung-Ju
Chang
6 - 100%
Director Tsun-IWang 6 - 100%
Other matters to be noted:
I.
If any of the following applies to the operation of Board of Directors, the date and session of the
Board of Directors' meeting, the content of proposals, independent directors’ opinions and the
Corporation's actions in response to independent directors’ opinions shall be stated.
(I) Items listed in Article 14-3of theSecurities and Exchange Act:
Date of
meeting
Session
Proposal
All
independent
directors'
opinions
The
Corporation's
actions in
response to
independent
directors’
opinions
2018.02.22 1st meeting
in 2018
(1)Annual remuneration for directors and
supervisors, and attendance fees for
directors and supervisors who attended the
Board of Directors' meetings
(2)2018 remuneration for members of the
Audit Committee, and attendance fees for
members who attended Audit Committee
meetings
(3)2018 salary adjustment for managerial
officers
(4)Issue the Corporation's 2017 Statement on
Internal Control System
(5)Capital loan for Chroma Japan Corp.
(6)Propose to provide endorsement and
guarantee for a reinvestment company in
MainlandChina
No opinion
Proposals
approved
2018.05.03 2nd meeting
in 2018
(1)Endorsement and guarantee for Chroma
ATE Inc. (USA).
No opinion
Proposal
approved
2018.06.12 3rd meeting
in 2018
(1)Endorsement and guarantee for Chroma
ATE (Suzhou) Co., Ltd.
(2)Endorsement and guarantee for Chroma
ATE Europe B.V.
(3)Capital loan for wholly-owned overseas
subsidiaries
(4)Capital increase for TFBS Bioscience, Inc.
(5)Propose to distribute 2017 employee bonus
No opinion
Proposals
approved
Date of
meeting
Session Proposal All
independent
directors'
opinions
The
Corporation's
actions in
response to
independent
directors’
opinions
2018.02.22 1st meeting
in 2018
(1)Annual remuneration for directors and
supervisors, and attendance fees for
directors and supervisors who attended the
Board of Directors' meetings
(2)2018 remuneration for members of the
Audit Committee, and attendance fees for
members who attended Audit Committee
meetings
(3)2018 salary adjustment for managerial
officers
(4)Issue the Corporation's 2017 Statement on
Internal Control System
(5)Capital loan for Chroma Japan Corp.
(6)Propose to provide endorsement and
guarantee for a reinvestment company in
MainlandChina
No opinion Proposals
approved
2018.05.03 2nd meeting
in 2018

(1)Endorsement and guarantee for Chroma
ATE Inc. (USA).
No opinion Proposal
approved
2018.06.12 3rd meeting
in 2018
(1)Endorsement and guarantee for Chroma
ATE (Suzhou) Co., Ltd.
(2)Endorsement and guarantee for Chroma
ATE Europe B.V.
(3)Capital loan for wholly-owned overseas
subsidiaries
(4)Capital increase for TFBS Bioscience, Inc.
(5)Propose to distribute 2017 employee bonus
No opinion Proposals
approved

15

to managerial officers.
2018.07.31 4th meeting
(1)Endorsement and guarantee for Chroma
No opinion
Proposals
in 2018
Systems Solutions, Inc.
approved
(2)Endorsement and guarantee for Chroma
Japan Corp.
(3)2018 CPA fees
(4)Capital increase for EVT Technology Co.,
Ltd.
2018.10.30 5th meeting
(1)Capital loan for Chroma Japan Corp.
No opinion
Proposals
in 2018
(2)Endorsement and guarantee for Quantel
approved
Private Ltd.
2018.12.27 6th meeting
(1)Amendments to the Corporation's Internal
No opinion
Proposals
in 2018
Control System and Implementation Rules
approved
for Internal Audit
(2)Capital loan for Chroma Systems
Solutions,Inc.
(II) 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 has been
recorded or stated in writing: None.
II. For the implementation and state of director’s recusal for conflict of interest, the director's name,
contents of the topic, reasons for the required recusal, and participation in the voting process: None.
III. Goals for enhancing the functions of the Board of Directors (such as establishing an Audit Committee
or increasing information transparency) for the current year and most recent year as well as the
assessment of the actions implemented:
The Corporation has set up the Audit Committee, and has formulated the “Audit Committee Charter”.
The operation of the Audit Committee complies with the relevant laws and regulations. The
Corporation's website also discloses important resolutions of the Board of Directors in the most recent
year to safeguard the rights and interests of the shareholders.
In addition, the Corporation has established and operated the Remuneration Committee in accordance
with the law. This committee assesses the salary and remuneration policy and system for directors
and managerial officers, and provides recommendations to the Board of Directors for reference
during decision-making. For the operation of corporate governance, refer to “3. Operation of
corporategovernance -(4) Operationof RemunerationCommittee”.
  • Note 1: Where a director resigns before the end of the fiscal year, the "Remark" column shall filled with the director's resignation date, whereas his/her percentage of attendance in person (%) shall be calculated based on the number of Board of Directors' meetings held and the actual attendance in person during the period during his/her term of office.

  • Note 2: If directors are re-elected before the end of the fiscal year, former and new directors shall be listed accordingly, and the "Remark" column shall indicate whether the status of a director is "Former", "New" or “Re-elected”, and the date of re-election. The director's percentage of attendance in person (%) shall be calculated based on the number of Board of Directors' Meetings held and the actual attendance in person during his/her term of office.

16

(II) Operation of Audit Committee

A total of 6 meetings were convened by the Audit Committee in 2018, with the attendance of independent directors listed as follows:

Title Name Attendance in
person
Attendance by
proxy
Percentage of
attendance in
person (%)
Remark
Chairperson Tsung-Ming
Chung
6 - 100%
Member Quincy Lin 4 2 67%
Member Tai-Jen
George Chen
6 - 100%
Other matters to be noted:
I.
If any of the following applies to the operation of Audit Committee, the date and session of the
Board of Directors' meeting, the content of proposals, resolutions of the Audit Committee and
the Corporation's actions in response to opinions from the Audit Committee shall be stated.
(I)
Items listed in Article 5 of the Securities and Exchange Act:
Date of
meeting
Session
Proposal
Audit Committee
Voting results
The
Corporation's
actions in
response to the
opinions of the
Audit Committee
2018.02.22 1st meeting
in 2018
(1) 2017 business report and financial
statements
(2) Issue the Corporation's 2017 Statement on
Internal Control System
(3) Capital loan for Chroma Japan Corp.
(4) Propose to provide endorsements and
guarantees for reinvestment companies in
Mainland China.
The proposals were
unanimously
approved during the
5th meeting of the 1st
Audit Committee
(February 22, 2018).
Proposals
approved
2018.05.03 2nd meeting
in 2018
(1) Endorsement and guarantee for Chroma
ATE Inc (USA)
The proposal was
unanimously
approved during the
6th meeting of the 1st
Audit Committee
(May3,2018).
Proposal
approved
2018.06.12 3rd meeting
in 2018
(1)Endorsement and guarantee for Chroma
ATE (Suzhou) Co., Ltd.
(2)Endorsement and guarantee for Chroma
ATE Europe B.V.
(3)Capital loans for wholly-owned overseas
subsidiaries
(4)Capital increase for TFBS Bioscience,Inc.
The proposals were
unanimously
approved during the
7th meeting of the 1st
Audit Committee
(June 12, 2018).
Proposals
approved
2018.07.31 4th meeting
in 2018
(1)2018 Q2 financial statements
(2)Capital loan for Chroma Systems Solutions,
Inc.
(3)Endorsement and guarantee for Chroma
Japan Corp.
(4)2018 CPA fees
(5)Capital increase for EVT Technology Co.,
Ltd.
The proposals were
unanimously
approved during the
8th meeting of the 1st
Audit Committee
(July 31, 2018).
Proposals
approved
2018.10.30 5th meeting
in 2018
(1)Capital loan for Chroma Japan Corp.
(2)Endorsement and guarantee for Quantel
Private Ltd.
The proposals were
unanimously
approved during the
9th meeting of the 1st
Audit Committee
(October 30,2018).
Proposals
approved

17

2018.12.27 6th meeting
in 2018
(1)Amendments to the Corporation's Internal
Control System and Implementation Rules
for Internal Audit
(2) Capital loan for Chroma Systems Solutions,
Inc.

The proposals were
unanimously
approved during the
10th meeting of the
1st Audit Committee
(December 27,
2018).
Proposals
approved

Note: *If independent directors are re-elected before the end of the year, new and former independent directors shall be listed accordingly and the "Remark" column shall indicate whether the status of an independent director is “Former”, “New” or “Re-elected” and the date of re-election. Percentage of attendance in person (%) shall be calculated based on the number of meetings held by the Audit Committee and the actual number of meetings attended during his/her term of office.

18

  • (III) Implementation of corporate governance, discrepancies between its implementation and the Corporate Governance Best Practice Principles for TWSE or TPEx Listed Companies, and reasons for such discrepancies
Assessment item Status of implementation Status of implementation Status of implementation Discrepancies
between its
implementation
and the Corporate
Governance Best
Practice
Principles for
TWSE or TPEx
Listed
Companies, and
reasons for such
discrepancies
Yes No Summary
I.
Has the company formulated
and disclosed its corporate
governance best practice
principles in accordance with
the Corporate Governance Best
Practice Principles for TWSE
or TPEx Listed Companies?
ˇ
The Corporation has stipulated the
Corporate Governance Best Practice
Principles. For details on the principles,
visit the Market Observation Post
System (MOPS) or the official website
of the Corporation.
No discrepancies
II.
Shareholder structure and
shareholders' rights and interest
(I)
Has the company established an
internal operating procedure for
handling matters related to
shareholders' recommendations,
doubts, disputes and lawsuits,
and implemented them
accordingly?
(II) Does the company maintain a
list of major shareholders who
have actual control over the
company and persons who have
ultimate control over the major
shareholders?
(III) Has the company established
and implemented risk control
and firewall mechanisms
among its affiliated companies?
(IV) Has the company formulated
internal regulations that prohibit
insiders of the company from
trading securities using
undisclosed information in the
market?




ˇ
ˇ
ˇ
ˇ



(I)
The Corporation has established a
system of spokespersons and
deputy spokespersons for handling
shareholders' proposals, inquiries,
and other relevant matters.
(II) The Corporation has delegated a
dedicated person to manage the
relevant information in order to
effectively assess shareholding by
the Corporation’s directors,
managerial officers, and major
shareholders holding more than
10% of the Corporation's shares,
and disclosed this information in
accordance with the relevant
regulations.
(III) The Corporation has established
regulations for the monitoring of
subsidiaries and delegated
personnel for supervising the
financial operations of these
subsidiaries.
(IV) The Corporation has established
regulations for the prevention of
insider trading, which prohibit the
Corporation’s directors, employees,
and other insiders from using
information not yet disclosed to the
market for trading shares. These
Regulations may be downloaded
from the Corporation’s official
website.

No discrepancies
III. Composition and No discrepancies

19

Assessment item Status of implementation Status of implementation Status of implementation Discrepancies
between its
implementation
and the Corporate
Governance Best
Practice
Principles for
TWSE or TPEx
Listed
Companies, and
reasons for such
discrepancies
Yes No Summary
responsibilities of Board of
Directors:
(I)
Has the Board of Directors
drawn up policies on the
diversity of its members and
implemented them?
(II) Has the company voluntarily
established other functional
committees, other than the
remuneration committee and
audit committee that are
established in accordance with
the law?
(III) Has the company established
any rules for evaluating the
performance of the Board of
Directors and methods for
evaluating them? Does the
company perform such
evaluations every year?
(IV) Does the company regularly
evaluate the independence of
CPAs?
ˇ
ˇ
ˇ



ˇ
(I) The Corporation has formulated the
Corporate Governance Best Practice
Principles, which stipulate that the
composition of the Board of
Directors must take in consideration
diversity, as well as the principles of
diversity, including basic criteria,
professional knowledge, and skills
which correspond to the operations,
business and development of the
Corporation. The composition of the
Corporation’s Board of Directors
shall take into account the members’
professional background, skills and
experiences required for the
Corporation’s businesses, as well as
the principles of diversity. The Board
of Directors comprises a total of 7
members, including 3 independent
directors.
(II) The Corporation has established the
Remuneration Committee and the
Audit Committee in accordance with
the law.
(III)The Remuneration Committee shall
formulate and regularly review the
policy, system, standards, and
structure for the performance
appraisal, salary, and remuneration of
directors and managerial officers,
and shall submit its recommendations
to the Board of Directors' for
deliberation.
(IV)In addition to obtaining the statement
on CPA independence, the
Corporation conducts regular
assessments on the independence of
CPAs every year. The main
assessment targets are employees
who are yet to take up the position of
director and supervisor, who are not
a shareholder of the Corporation,
who are yet toreceive salaryfrom



20

Assessment item Status of implementation Status of implementation Status of implementation Discrepancies
between its
implementation
and the Corporate
Governance Best
Practice
Principles for
TWSE or TPEx
Listed
Companies, and
reasons for such
discrepancies
Yes No Summary
the Corporation, who are not major
stakeholder of the Corporation, who
are not a manager involved in the
Corporation's decision making, and
who have not served the Corporation
in the past two years. Results of these
assessments will be submitted to the
Board of Directors. Assessment
results for the most recent year have
been submitted to the Board of
Directors on December 27,2018.
IV. Does the TWSE or TPEx listed
company have a dedicated full-
time (or part-time) corporate
governance unit or personnel 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 of
Directors' meetings and
Shareholders’ meetings,
handling company registration
and change registration, and
producing minutes of Board of
Directors' meetings and
Shareholders’ meetings)?
ˇ
The financial department of the
Corporation has appointed a dedicated
person to take charge of corporate
governance-related affairs. This person
possesses more than three years of
experience engaging in finance, stock
affairs and meetings-related affairs at
public companies. The main
responsibilities of this person are to
provide the information needed by the
directors to carry out corporate affairs,
handle matters related to Board of
Directors' meetings and Shareholders'
meetings, prepare meeting minutes,
handle company registration and other
relevant matters.
The implementation of these matters in
the most recent year is listed as follows:
(1) Assisted the Board of Directors and
the Shareholders' Meeting in meeting
proceedings and compliance with
resolutions. (2) Drafted meeting agendas,
informed the directors 7 days prior to the
meeting and provided meeting
information to the directors, reminded
directors beforehand to recuse
themselves beforehand in particular
proposals, and completed meeting
minutes within 20 days after a meeting.
(3) Handled matters related to the
announcement of major messages
concerning important resolutions of the
Board of Directors after the meeting to
ensure the lawfulness and correctness of
the content of major messages so as to
protect information symmetry for
investortransactions. (4)Registered the

No discrepancies

21

Assessment item Status of implementation Status of implementation Status of implementation Discrepancies
between its
implementation
and the Corporate
Governance Best
Practice
Principles for
TWSE or TPEx
Listed
Companies, and
reasons for such
discrepancies
Yes No Summary
date of Board meetings within the
regulatory period, prepared meeting
notice, annual reports, meeting
handbooks and meeting minutes within
the specified time limit, and handled
change registration for amendments to
theArticles of Incorporation.
V.
Has the company established
channels of communication
with stakeholders (including but
not limited to shareholders,
employees, customers, and
suppliers), dedicated a section
of the company's website for
stakeholder affairs and
adequately responded to
stakeholders' inquiries on
material corporate social
responsibility (CSR)issues?

ˇ
The Corporation has established a CSR
section on its official website which
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 the Corporation.


No discrepancies
VI. Does the company commission
a professional shareholder
services agency to handle
shareholders' meetings and
other relevant affairs?
ˇ
The Corporation has appointed Taishin
International Bank to handle affairs of
the Board of Shareholders.
No discrepancies
VII. Information disclosure
(I)
Has the company established a
website to disclose information
on financial operations and
corporate governance?
(II) Has the company adopted other
means of information disclosure
(such as establishing a website
in English, appointing specific
personnel to collect and
disclose company information,
implementing a spokesperson
system, and disclosing the
process of investor conferences
on the company’s website)?

ˇ
ˇ

(I)
The Corporation has established a
website with specific pages on
investor services and regular
updates on financial operations and
corporate governance. Website:
(www.chromaate.com)
(II) The Corporation has set up Chinese
and English language websites as
well as a special section for
investor services. A professional
has been charged with collecting
information and providing regular
updates for financial operations.
The Corporation has delegated a
spokesperson and deputy
spokesperson. Investor conferences
are held on a regular basis, and
relevant information has been
disclosed using the Corporation's
official website.
No discrepancies
VIII. Does the company provide
other important information that
can help establisha better

ˇ
1.
Employee rights and interests:
According to the Labor Standards
Act and the Corporation's personnel

No discrepancies

22

Assessment item Status of implementation Status of implementation Status of implementation Discrepancies
between its
implementation
and the Corporate
Governance Best
Practice
Principles for
TWSE or TPEx
Listed
Companies, and
reasons for such
discrepancies
Yes No Summary
understanding of the state of
corporate governance
(including but not limited to
employee rights, employee
care, investor relations, supplier
relations, stakeholders’ rights,
continuing education among
directors and supervisors,
implementation of risk
management policies and risk
measurement standards,
implementation of customer
policies, and purchase of
liability insurance for directors
and supervisors of the
company)?
regulations; the Corporation takes
employee rights and interests
seriously and so sets up the
employees' feedback mailbox,
communication 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 also
available for the employees and
their family members during
weekends and public holidays.
Various health seminars and
subsidies to societies and clubs are
also available 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
company matters. The Corporation
also organizes road show regularly
to disclose relevant information on
the Corporation's operations, and
update the information in the
Corporation's website at the same
time.
4.
Supplier relations: The business
strategy adopted by the Corporation
upholds trust as the highest guiding
principle and respects every
commitment made with both
suppliers and stakeholders. The
Corporation aims at building
positive and interactive
relationships with suppliers and
will not delay payments without


23

Assessment item Status of implementation Status of implementation Status of implementation Discrepancies
between its
implementation
and the Corporate
Governance Best
Practice
Principles for
TWSE or TPEx
Listed
Companies, and
reasons for such
discrepancies
Yes No Summary
proper cause.
5.
Stakeholders’ rights: To provide
public investors with information
transparency and prompt
notification, financial and business
information posted in the
Corporation’s website shall be
regularly updated.
6.
Progress of training for directors:
All directors of the Corporation
have academic backgrounds and
practical experiences in business
management applicable to the
business scope of the Corporation.
The following lists financial,
business, and professional courses
recently taken by the Corporation
directors and managerial officers
(refer to Note 1).
7.
Implementation of risk
management policy and risk
evaluation standards: The
Corporation has carefully stipulated
various internal control regulations
to manage and evaluate various
risks.
8.
Execution of customer policies:
The 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.
Purchase of liability insurance for
directors: The Corporation has
purchase liability insurance for all
the directors and important staff.
This action was reported to the
Board of Directors on December
27,2018.

IX. 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 companies not listed for evaluations)
1.
Improvementsmadeinthemostrecent year:

24

==> picture [483 x 218] intentionally omitted <==

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

Status of implementation Discrepancies
between its
implementation
and the Corporate
Governance Best
Practice
Assessment item
Yes No Summary Principles for
TWSE or TPEx
Listed
Companies, and
reasons for such
discrepancies
(1) The implementation of the diversity policy in the Board of Directors is disclosed on the
official website of the Corporation.
(2) This annual report reveals the resolutions passed by the Audit Committee on major
proposals and the Corporation's actions in response to the opinions of the Audit
Committee.
2. Prioritized matters and measures yet to be improved:
----- End of picture text -----

Note 1: Progress of training for the Corporation's directors in 2018 up to the publication date of this annual report.


report.
Title Name Training
date
Organizer Course title Course
hours
Chairman Leo
Huang
July 3,
2018
Taiwan Institute of Directors 2018 Annual Meeting of
Taiwan Institute of Directors
3
Independent
director

Tsung-
Ming
Chung
July 24,
2018
Taiwan Academy of Banking
and Finance

Seminar on the Applied
Operations of the Board of
Directors and Supervisors and
Corporate Governance
3
December
24, 2018
Taiwan Academy of Banking
and Finance

Seminar on the Applied
Operations of the Board of
Directors and Supervisors and
Corporate Governance
3
Director Tsun-I
Wang
August 21,
2018

Accounting Research and
Development Foundation
Trend of the "E-Commerce"
Profit Model in the Era of
Financial Technology and
Mindset Required During
Internal Audit
6

Corporate governance training for managerial officers of the Corporation in 2018 up to the publication date of this annual report:

Title Name Training date Organizer Course title Course
hours
Accounting
Manager
Paul Ying July 19, 2018
to
July 20, 2018
Accounting Research and
Development Foundation



Continuing Training Course for
Principal Accounting Officers
of Issuers, Securities Firms and
SecuritiesExchanges
12

25

  • (IV) Composition, duties and operation of the Remuneration Committee

  • Information on the members of the Remuneration Committee

Identity Criteria
Name
Does the individual have more than 5 years of
professional experience and the following
qualifications?
Does the individual have more than 5 years of
professional experience and the following
qualifications?
Does the individual have more than 5 years of
professional experience and the following
qualifications?
Meets the criteria for
independence (Note 1)
Meets the criteria for
independence (Note 1)
Meets the criteria for
independence (Note 1)
Meets the criteria for
independence (Note 1)
Meets the criteria for
independence (Note 1)
Meets the criteria for
independence (Note 1)
Meets the criteria for
independence (Note 1)
Meets the criteria for
independence (Note 1)
Number of
salary and
remuneration
committee
memberships
concurrently
held in other
public
companies
Remark
Currently
serving as an
instructor or
in higher
positions 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, certified
public
accountant or
other
professional or
technician that
must undergo
national
examinations
and specialized
license
Has
professional
experience
necessary for
business
administratio
n, legal
affairs,
finance,
accounting or
company
sales

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 any member who fulfills the relevant condition(s) two years before being elected or during the term of office, please tick (ü) the field under the corresponding condition(s). 

  • (1) Not employed by the Corporation or its affiliated companies.

(2) Not serving as a director or supervisor of the Corporation or any affiliated company. However, this does not apply to cases where the person is an independent director of the Corporation, its parent company or subsidiaries established in accordance with the laws of Taiwan or with the laws of the country of the parent company or subsidiary.

(3) Not a natural person shareholder who holds more than 1% of the total number of shares issued or is ranked top 10 in terms of the total number 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 preceding three items.

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

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

  • (7) Not a professional individual or owner, partner, director (member of the Board of Directors), supervisor (member of the Board of Supervisors), or managerial officer of a sole proprietorship, partnership, company, 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 specified in Article 30 of the Company Act applies.

26

  1. Operation of the Remuneration Committee

  2. (1) The Corporation's Remuneration Committee comprises 3 members. (2) Duration of the current term of service: June 19, 2017 to June 7, 2020. A total of 2 meetings (A) were held by the Remuneration Committee in 2018, with the members' qualifications and attendance listed as follows:

Title Name Attendance in person
(B)
Attendance by
proxy
Percentage of
attendance in person
(%)(B/A) (Note)
Remark
Chairperson Tai-Jen
George
Chen
2 - 100%
Member Tsung-Ming
Chung

2
- 100%
Member Quincy Lin 1 1 50%
Other matters to be noted:
I. If the Board of Directors does not adopt or amend the recommendations made by the Remuneration
Committee, the date and session of the Board of Directors' meeting, resolutions, voting results and
handling of opinions from the Remuneration Committee by the Company shall be disclosed (if the
remuneration approved by the Board of Directors is better than that recommended by the Remuneration
Committee, the discrepancies and related reasons shall be stated): None.
II. If members of the Remuneration Committee have any dissenting opinion or qualified opinion on the
resolutions of the Remuneration Committee, where such opinions are documented or issued through
written statements, the date and session of the meeting of the Remuneration Committee, resolutions,
all the members' opinions and handlingof these opinions shall be stated: None.
  • I. If the Board of Directors does not adopt or amend the recommendations made by the Remuneration Committee, the date and session of the Board of Directors' meeting, resolutions, voting results and handling of opinions from the Remuneration Committee by the Company shall be disclosed (if the remuneration approved by the Board of Directors is better than that recommended by the Remuneration Committee, the discrepancies and related reasons shall be stated): None.

  • II. If members of the Remuneration Committee have any dissenting opinion or qualified opinion on the resolutions of the Remuneration Committee, where such opinions are documented or issued through written statements, the date and session of the meeting of the Remuneration Committee, resolutions, all the members' opinions and handling of these opinions shall be stated: None.

  • Note: Where a member of the Remuneration Committee resigns before the end of the fiscal year, the "Remark" column shall be filled with the member's resignation date, whereas his/her percentage of attendance in person (%) shall be calculated based on the number of meetings held by the Remuneration Committee and the actual number of meetings attended during his/her term of office.

27

(V) Fulfillment of corporate social responsibility

Assessment Item Status of Implementation Status of Implementation Status of Implementation Discrepancies
between its
implementation and
the Corporate Social
Responsibility Best
Practice Principles
for TWSE or TPEx
Listed Companies
and reasons for such
discrepancies
Yes No Summary
I.
Implementation of
corporate governance
(I)
Has the company
established CSR policies
or systems and reviewed
its effectiveness?
(II) Does the company
routinely promote and
hold CSR training?
(III) Has the company
established a dedicated
full-time (or part-time)
unit to promote CSR? Has
the Board of Directors
authorized senior
management to handle
such matters and report its
implementation to the
Board of Directors?
(IV) Has the company
established a fair


ˇ
ˇ
ˇ
ˇ



(I)
The Corporation has established the
Corporate Social Responsibility Best
Practice Principles, and issued its
fourth CSR report in 2018. The
Corporation also entrusted BSI to
carry out verification based on
moderate-level assurance using the
AA1000 Assurance Standards, and
successfully obtained third-party
certifications.
(II) The environmental protection, safety
and health (ESH) unit holds seminars
on safety and hygiene, environmental
protection and health care from time
to time every year. Starting 2018, the
Corporation has strengthened
collaboration with Buy Nearby by
regularly purchasing vegetables and
fruits produced by small farmers in
Taichung on the platform and using
them in the dishes prepared by the
Corporation's canteen to provide
employees with lunch meals so that
employees can enjoy high-quality and
healthy organic fresh vegetables and
fruits.
(III) The ESH unit shall concurrently
implement CSR activities, integrate
various CSR efforts and results from
other departments, and provide
summary reports on CSR activities to
upper management on a regular basis.
A total of 4 meetings were convened
by the CSR Committee in 2018. The
topics discussed during these meetings
include energy management, social
welfare, employee care, corporate
sustainability, various CSR plans and
project implementation reports. The
implementation of CSR in the most
recent year has been reported to the
Board of Directors on October 30,
2018.
(IV) 1. The Corporation has established a
comprehensiveperformance

No discrepancies

28

Assessment Item Status of Implementation Status of Implementation Status of Implementation Discrepancies
between its
implementation and
the Corporate Social
Responsibility Best
Practice Principles
for TWSE or TPEx
Listed Companies
and reasons for such
discrepancies
Yes No Summary
compensation policy and
linked employee
performance evaluation
with CSR policy, as well
as established a precise
and effective reward and
disciplinary system?
assessment system linked with the
Regulations Governing Employee
Rewards and Punishments which are
then implemented accordingly. 2.
Article 34 of the Corporation's
Articles of Incorporation: If the
Corporation posts a profit (i.e. the
amount of profit before deducting
employee rewards and directors'
rewards from profit before taxes) in a
particular year, 5% to 20% of this
amount of profit shall be allocated as
employee rewards.
II.
Fostering a sustainable
environment
(I)
Is the company
committed to improving
the efficiency of using
various resources, and to
the use of recycled
materials with reduced
environmental impact?
(II) Has the company
established an appropriate
environmental
management system
based on the
characteristics of the
industry to which it
belongs?
(III) Is the company concerned
with the effects of climate
change on its business
activities? Has the
Company implemented
greenhouse gas (GHG)
inventoryaudit,and



ˇ
ˇ
ˇ



(I) The Corporation is committed to
developing green products, reducing
the use of hazardous substances, and
generating lead-free production
processes. Suitable recycling processes
are applied according to the attributes
of waste. Waste sorting is
implemented through policy
announcement and promotion,
lectures, labeling, posting and
secondary sorting to reduce waste and
increase resource recovery rate in
fulfilling the environmental protection
responsibility.
(II) All environmental safety operations
are regulated in accordance with laws
and regulations. The Corporation
regularly tracks and declares the
amount of waste generated, sets targets
for waste reduction, carries out ideas
for resource recycling and sets various
energy saving programs to achieve the
goal of energy conservation and the
love for earth. The Corporation has
currently obtained the ISO 14064
carbon footprint certification.
(III) To address the issue of climate change,
the Corporation has enhanced the
efficiency of ice storage air-
conditioning systems, improved
energy consuming hardware in
promoting air-conditioning
temperature control,replaced

No discrepancies

29

Assessment Item Status of Implementation Status of Implementation Status of Implementation Discrepancies
between its
implementation and
the Corporate Social
Responsibility Best
Practice Principles
for TWSE or TPEx
Listed Companies
and reasons for such
discrepancies
Yes No Summary
formulated strategies for
energy conservation,
carbon reduction and
GHG reduction?
refrigerant flow meters and
strengthened power usage monitoring,
used water-saving gasket devices and
replaced public lighting equipment in
the entire plant area with LED lights in
order to achieve energy conservation
and carbon reduction, and reduce
energy consumption and carbon
emission intensity, thus fulfilling the
responsibility of environmental
protection.
III. Preserving public welfare
(I)
Has the company
formulated relevant
management policies and
procedures in accordance
with relevant laws and
regulations and the
International Bill of
Human Rights?
(II) Has the company
established employee
complaint and grievance
mechanisms and
channels, and handled
employee complaints and
grievances appropriately?
(III) Does the company
provide a safe and healthy
work environment for its
employees, and regularly
offer safety and health
education to its
employees?

ˇ
ˇ
ˇ


(I)
The Corporation is committed to
fulfilling its corporate social
responsibility, safeguarding the basic
human rights of all colleagues,
customers and interested parties, and
respecting internationally recognized
basic human rights, including freedom
of association, care for disadvantaged
groups, prohibition of child labor,
elimination of all forms of forced
labor, elimination of employment and
employment discrimination, etc. In
addition, the Corporation abides by
labor-related laws and regulations set
in the Corporation's location, as well
as establishes regulations governing
employee appointment, attendance,
remuneration and other personnel to
protect employee rights and interests.
(II) To improve internal communication,
the Corporation has established
employee complaint helpline and
email address. A dedicated personnel
has been assigned to handle and file
these complaints.
(III) The ESH Center administers regular
safety and health education training
courses. The Corporation conducts
regular inspections of the working
environment, conducts fire drills, and
contractor management in compliance
with regulatory deadlines. In addition,
the Corporation also organizes annual
physical and mental health checks for
No discrepancies

30

Assessment Item Status of Implementation Status of Implementation Status of Implementation Discrepancies
between its
implementation and
the Corporate Social
Responsibility Best
Practice Principles
for TWSE or TPEx
Listed Companies
and reasons for such
discrepancies
Yes No Summary
(IV) Has the company
established mechanisms
to regularly communicate
with its employees and
appropriately notified its
employees of operational
changes that may result in
material effects?
(V) Has the company
established an effective
career developmental plan
for its employees?
(VI) Has the company
established relevant
customer rights policies
and customer complaint
and grievance procedures
for R&D, purchasing,
production, operations
and service processes?
(VII) Does the company
comply with relevant laws
and international
regulations governing the
marketing and labeling of
its products and services?
(VIII)Has the company
evaluated anyrecord of a



ˇ
ˇ
ˇ
ˇ
ˇ




employees, holds diversified health
promotion and care talks, sets up
special health and safety management
units, medical care rooms, and
provides Chinese and Western doctor
consultation services. Each factory
area is equipped with first aid
personnel, first aid kits, and automatic
external defibrillators (AED) to
provide all employees with a safe and
healthy working environment.
(IV) To improve the efficiency of internal
communication and encourage fellow
employees to provide
recommendations, the Corporation has
established various communication
channels such as employee
communication helpline, email
address, and physical opinion boxes.
Various activities and events have also
been announced through electronic
bulletin boards.
(V) The Corporation has established the
"Guidelines for Education and
Training Management", and conducts
employee training in accordance with
these guidelines and career planning to
develop the professional competence
of employees.
(VI) The Corporation has stipulated
internal regulations on various
processes such as R&D, 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.
(VII) All marketing and labeling of the
Corporation's products and services
are compliant to the relevant laws and
international standards.
(VIII)The Corporation has established the
"Regulations GoverningSupplier


31

Assessment Item Status of Implementation Status of Implementation Status of Implementation Discrepancies
between its
implementation and
the Corporate Social
Responsibility Best
Practice Principles
for TWSE or TPEx
Listed Companies
and reasons for such
discrepancies
Yes No Summary
supplier about its impact
to the environment and
society?
(IX) Do contracts between the
company and its major
suppliers include terms
where the company may
terminate or rescind the
contract at any time if the
said suppliers violate the
company's corporate
social responsibility
policy and have caused
significant effects on the
environment and the
society?
ˇ Management", which stipulate
supplier assessments before any
commercial dealings. The scope of the
said assessments includes 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.
(IX) Suppliers are required to sign the
"Statement on Environmental
Protection", which includes terms
stipulating that the Corporation may
terminate contractual agreements if a
supplier violates environmental
protection-related laws and
requirements.
IV. Enhancing information
disclosure
(I)
Does the company
disclose relevant and
reliable information
related to CSR on its
official website and
MOPS?
ˇ The Corporation has established an
electronic bulletin board to promptly report
any of its activities. CSR reports and
information relating to social responsibility
activities are also disclosed on the official
website of the Corporation. The
Corporation's CSR reports have also been
disclosed on MOPS.
No discrepancies
V.
Where the company has stipulated its own Corporate Social Responsibility Best Practice Principles in
accordance with the Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed
Companies, describe any discrepancy between the prescribed best practices and actual activities taken
by the Corporation:
The Corporation has stipulated the "Corporate Social Responsibility Best Practices", which specify
various specifications on environmental management, community services, human rights, stakeholder
interest and community participation, can be downloaded from the official website of the Corporation.
For details regarding the implementation of CSR at the Corporation, refer to the CSR reports prepared
bythe Corporation.
VI. Other important information that facilitates understanding of the implementation of CSR:
(I)
The Corporation promotes corporate social responsibility in a long-term manner. Every year, the
Corporation reveals its sustainable development status and business philosophy through CSR
reports,and reports the implementation of CSR to thepublic based on the concept andpractice of

The Corporation has stipulated the "Corporate Social Responsibility Best Practices", which specify various specifications on environmental management, community services, human rights, stakeholder interest and community participation, can be downloaded from the official website of the Corporation. For details regarding the implementation of CSR at the Corporation, refer to the CSR reports prepared by the Corporation.

32

Assessment Item Status of Implementation Status of Implementation Status of Implementation Discrepancies
between its
implementation and
the Corporate Social
Responsibility Best
Practice Principles
for TWSE or TPEx
Listed Companies
and reasons for such
discrepancies
Yes No Summary
transparency, openness and corporate social sustainability.
The Corporation's risk issues related to the implementation of human rights are described below:
1. Diversity, inclusiveness and equal opportunities:

The Corporation does not exhibit language, attitude and behavior which engage in
differential treatment due to gender, race, social status, age, marital status, family status,
language,
religion,
party
affiliation,
nationality,
appearance,
facial
features,
mental/physical handicap, etc.

The Corporation ensures equal opportunity employment policy and fairness in terms of
employment, salary benefits, training, evaluation, and promotion opportunity, as well as
provides effective and appropriate complaint mechanism to avoid violation of employee
human rights. In addition, the Corporation is committed to creating equal employment, as
well as eliminating prejudice and harassment in the workplace.
2. Healthy and safe workplace:

The Corporation conducts a full range of employee health management, establishes a
professional and warm medical room, and provides employees with a wealth of medical
resources. The Corporation shows concern for employees' health at all times via the cloud
health management system. Besides, the Corporation also holds a wide 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 has been
set up to review the safety and health-related issues and plans regularly on a quarterly
basis. In addition, the Corporation conducts regular occupational safety promotion and
training for colleagues, while successfully obtaining safe workplace certification.
3. Reasonable working hours: The regulations of the Corporation stipulate the specifications for
working hours and extension of working hours. The Corporation also regularly cares for and
manages employee attendance.
4. Freedom of association: The Corporation encourages employees to cultivate interest, strengthen
physical and mental health. In addition, the Corporation has formulated the regulations
governing subsidies for clubs and societies, where all colleagues can apply for the establishment
of societies in accordance with these regulations.
5. Labor-management consultation: The Corporation has established a smooth communication
channel, and holds regular labor-management conferences to maintain the rights and interests
of both parties.
6. Privacy protection: In order to fully protect the privacy of clients and stakeholders, the
Corporation has established a comprehensive information security management system, and
complies with strict control specifications and protective measures.
(II) Environmental obligations

Increase responsibilities for environmental protection, actively promote clean energy
technologies, and provide automated testing solutions for the green industry.

Actively introduce lead-free production processes and the use of green materials to strengthen
green supply chain.

Actively reduce energy wastage in office environments.

Promote the paperless initiative, waste paper recycling, as well as monitor and record the use
of printer paper.
(III) Implementation of CSR in 2018
In 2018, the Corporation made donations totaled NT$30.1 million to the following parties: National
Chiao TungUniversityTainan Campus,new buildingconstruction at National Chiao Tung
  1. Reasonable working hours: The regulations of the Corporation stipulate the specifications for working hours and extension of working hours. The Corporation also regularly cares for and manages employee attendance.

  2. Freedom of association: The Corporation encourages employees to cultivate interest, strengthen physical and mental health. In addition, the Corporation has formulated the regulations governing subsidies for clubs and societies, where all colleagues can apply for the establishment of societies in accordance with these regulations.

  3. Labor-management consultation: The Corporation has established a smooth communication channel, and holds regular labor-management conferences to maintain the rights and interests of both parties.

  4. Privacy protection: In order to fully protect the privacy of clients and stakeholders, the Corporation has established a comprehensive information security management system, and complies with strict control specifications and protective measures.

  5. Increase responsibilities for environmental protection, actively promote clean energy technologies, and provide automated testing solutions for the green industry.

  6. Actively introduce lead-free production processes and the use of green materials to strengthen green supply chain.

  7. Promote the paperless initiative, waste paper recycling, as well as monitor and record the use of printer paper.

In 2018, the Corporation made donations totaled NT$30.1 million to the following parties: National Chiao Tung University Tainan Campus, new building construction at National Chiao Tung

33

Assessment Item Status of Implementation Status of Implementation Status of Implementation Discrepancies
between its
implementation and
the Corporate Social
Responsibility Best
Practice Principles
for TWSE or TPEx
Listed Companies
and reasons for such
discrepancies
Yes No Summary
University, Go Far Foundation, Boyo Social Welfare Foundation, Cho Chia Ting Towel Co., Ltd.,
Chew's Culture Foundation, Taoyuan Friends of the Police Association, Guishan Friends of the
Police Association, and Yunlin County Friends of the Police Association.
For issues related to social care, the Corporation’s support for clean energy policy can also reflect
its concern for environmental sustainability and environmentally friendly attitude. As a developer
of clean energy equipment, the Corporation needs to respond to this policy even more so. At
present, the Corporation is currently evaluating the conversion of the carbon footprint of products
to learn about the amount of GHG emissions on a daily basis. In addition, the Corporation
calculates the amount of carbon dioxide produced from the production stage to the elimination
stage through life cycle assessment,andplans subsequent emission reductionplans.
VII. Descriptions shall be provided if the Company's CSR report complies with verification standards of
relevant certification bodies:
The Corporation issued a CSR report in 2018, and entrusted BSI to carry out verification based on
moderate-level assurance usingthe AA1000 Assurance Standards.

University, Go Far Foundation, Boyo Social Welfare Foundation, Cho Chia Ting Towel Co., Ltd., Chew's Culture Foundation, Taoyuan Friends of the Police Association, Guishan Friends of the Police Association, and Yunlin County Friends of the Police Association. For issues related to social care, the Corporation’s support for clean energy policy can also reflect its concern for environmental sustainability and environmentally friendly attitude. As a developer of clean energy equipment, the Corporation needs to respond to this policy even more so. At present, the Corporation is currently evaluating the conversion of the carbon footprint of products to learn about the amount of GHG emissions on a daily basis. In addition, the Corporation calculates the amount of carbon dioxide produced from the production stage to the elimination stage through life cycle assessment, and plans subsequent emission reduction plans.

  • VII. Descriptions shall be provided if the Company's CSR report complies with verification standards of relevant certification bodies:

The Corporation issued a CSR report in 2018, and entrusted BSI to carry out verification based on moderate-level assurance using the AA1000 Assurance Standards.

34

(VI) Compliance with ethical corporate management and measures implemented

Assessment item Status of implementation Status of implementation Status of implementation Discrepancies
between its
implementation and
the Ethical
Corporate
Management Best
Practice Principles
for TWSE or TPEx
Listed Companies
and reasons for such
discrepancies
Yes No Summary
I.
Formulating ethical
corporate management
policies and programs
(I)
Does the company
specify ethical corporate
management policies and
programs in its
regulations and external
documents? Do the
Board of Directors and
the management team
actively advocate and
implement these policies?
(II) Has the company
formulated solutions to
prevent unethical conduct
from taking place,
specified all the solutions
in its operating
procedures, conduct
guidelines, punishments
for violations and
complaint and grievance
channels, and
implemented these
solutions?
(III) Does the company take
preventive measures
against operating
activities stipulated in
Article 7, Subparagraph 2
of the Ethical Corporate
Management Best
Practice Principles for
TWSE or TPEx Listed
Companies or those with
higher risks of unethical
conduct in other scopes
of business?



ˇ
ˇ
ˇ
(I)
The Corporation has stipulated the
"Ethical Corporate Management Best
Practice Principles", "Operational Rules
for Ethical Corporate Management Best
Practice Principles", "Code of Ethical
Conduct", "Regulations for Employee
Rewards and Punishments",
"Regulations Governing Supplier
Management", and other relevant laws
to actively enforce its ethical corporate
management policies.
(II) The Corporation's "Operational Rules
for Ethical Corporate Management Best
Practice Principles" 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. The
Corporation formulated the
"Regulations for Employee Rewards
and Punishments" as the basis for
rewarding and penalizing employee
conduct, taking disciplinary actions
taken against violations, and handling
individual appeals.
(III) In addition to communication to internal
personnel of the Corporation regarding
the importance of ethical conduct and
prescribing various procedures for
handling and forestalling unethical
conducts within the "Operational Rules
for Ethical Corporate Management Best
Practice Principles", the Corporation
also requires suppliers to sign the
"Supplier Commitment towards
Business Integrity" that clearly
stipulates prohibition against improper
or unethical conduct during the process
of business transaction.

No discrepancies
II.
Implementing ethical
corporate management
(I)
Has the company
(I) To ensure that mutual trust and integrity No discrepancies

35

Assessment item Status of implementation Status of implementation Status of implementation Discrepancies
between its
implementation and
the Ethical
Corporate
Management Best
Practice Principles
for TWSE or TPEx
Listed Companies
and reasons for such
discrepancies
Yes No Summary
evaluated the ethics
records of counterparties
to its business dealings,
and specified ethical
business policies in
contracts with
counterparties related to
its business dealings?
(II) Has the company
established a full-time (or
part-time) unit directly
under the supervision of
the Board, which is
dedicated to promoting
ethical corporate
management and
regularly reports its
implementation to the
Board of Directors?
(III) Has the company
established policies to
prevent conflicts of
interest, provided an
appropriate channel for
reporting such conflicts
and implemented them?
(IV) Has the company
established an effective
accounting system and
international control
systems to implement
ethical corporate
management, designated

ˇ
ˇ
ˇ
ˇ
form the basis of all business dealings,
the Corporation’s management
regulations require 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.
(II) The Corporation designated the Audit
Office directly under the Board of
Directors as the responsible owner for
revising, implementing, interpreting,
providing counseling services, reporting,
registering, and filing the contents of the
"Operational Rules for Ethical Corporate
Management Best Practice Principles",
supervising the implementation of these
rules, and providing regular reports to the
Board of Directors. The implementation
and audit of ethical corporate
management in the most recent year has
been reported to the Board of Directors
on December 27, 2018.
(III)The Corporation has established the
"Ethical Corporate Management Best
Principles Practice", which clearly
specify the policy to prevent conflicts of
interest. The official website of the
Corporation displays independent e-mail
address and dedicated telephone line as
channels for internal and external
personnel of the Corporation to make
whistleblower reports. Any report shall
be immediately handled by the
responsible unit.
(IV)To implement ethical corporate
management, the Corporation has
established an effective accounting
system and internal control system
according to the constituent elements of
the internal system, and the internal
auditing unit shall conduct audits

36

Assessment item Status of implementation Status of implementation Status of implementation Discrepancies
between its
implementation and
the Ethical
Corporate
Management Best
Practice Principles
for TWSE or TPEx
Listed Companies
and reasons for such
discrepancies
Yes No Summary
its internal audit unit to
perform regularly audits
or commissioned CPAs
to perform audit?
(V) Does the company
regularly hold internal
and external training
related to ethical
corporate management?
ˇ according to the annual audit plan.
(V) New recruits are regularly taught about
the Corporation's organizational, cultural,
and internal workplace morality and
ethics, emphasizing the importance of
individual and work integrity. On the
other hand, the Corporation conducts
internal awareness programs, conveying
the importance of integrity.
III. Implementation of the
company’s
whistleblowing system
(I)
Has the company
established a specific
whistleblowing and
reward system, set up
convenient
whistleblowing channels
and designated
appropriate personnel to
handle investigations
against wrongdoers?
(II) Has the company
established standard
operating procedures for
investigating reported
cases and related
confidentiality
mechanisms?
(III) Has the company set up
protection for
whistleblowers to prevent
them from being
subjected to inappropriate
measures as a result of
reporting such incidents?


ˇ
ˇ
ˇ
(I) The Corporation has established and
announced an independent
whistleblowing email address
([email protected]) and a dedicated
telephone line (03-3279999 ext. 8301)
for whistleblowers to report cases to the
Corporation's dedicated personnel.
(II) The Corporation has established standard
operating procedures for handling
whistleblowing investigations and the
relevant confidentiality mechanisms. The
handling personnel shall investigate cases
reported by whistleblowers, generate
records, submit a report, file relevant
documents, and maintain the
confidentiality of whistleblowers'
identities and the content of reported
cases.
(III) The Corporation has established the
standard operating procedures for
handling whistleblowing investigations
and the relevant confidentiality
mechanisms to maintain the
confidentiality of whistleblowers'
identities and the content of reported
cases.

No discrepancies
IV. Enhancing information
disclosure

37

Assessment item Status of implementation Status of implementation Status of implementation Discrepancies
between its
implementation and
the Ethical
Corporate
Management Best
Practice Principles
for TWSE or TPEx
Listed Companies
and reasons for such
discrepancies
Yes No Summary
(I)
Does the company
disclose its ethical
corporate management
practices and the
effectiveness of its
implementation on its
official website or
MOPS?
ˇ The Corporation has established an electronic
bulletin board to provide prompt
announcements related to relevant
regulations and activities. Any regulations
related to corporate governance as well as
compliance with ethical conduct shall also be
disclosed on the official website of the
Corporation.

No discrepancies
V.
If the Corporation has established its own Ethical Corporate Management Best Practice Principles in
accordance with the Corporate Social Responsibility Best Practice Principles for TWSE or TPEx
Listed Companies, state the discrepancies between these principles and its implementation: No
discrepancies.
VI. Other important information that facilitates the understanding of the implementation of ethical
corporate management: (such as review and amendment of the Corporation's Ethical Corporate
Management Best Practice Principles)
To ensure that employees at the Corporation comply with the Corporation's ethical standards, the
Corporation has established the "Ethical Corporate Management Best Practice Principles",
"Operational Rules for Ethical Corporate Management Best Practice Principles", and "Code of Ethical
Conduct", so that every internal employee, supervisor and member of the Board of Directors better
understand the ethical standards during performance of duties, and adheres to high demands on oneself.
For details regarding the operations and implementation of ethical corporate management at the
Corporation, refer to the published "Ethical Corporate Management Best Practice Principles",
"Operational management and measures implemented”. For details regarding the Corporation's
"Ethical Corporate Management Best Practice Principles", "Code of Ethical Conduct", and
"Operational Rules for Ethical Corporate Management Best Practice Principles", visit MOPS or the
official website of the Corporation.

To ensure that employees at the Corporation comply with the Corporation's ethical standards, the Corporation has established the "Ethical Corporate Management Best Practice Principles", "Operational Rules for Ethical Corporate Management Best Practice Principles", and "Code of Ethical Conduct", so that every internal employee, supervisor and member of the Board of Directors better understand the ethical standards during performance of duties, and adheres to high demands on oneself. For details regarding the operations and implementation of ethical corporate management at the Corporation, refer to the published "Ethical Corporate Management Best Practice Principles", "Operational management and measures implemented”. For details regarding the Corporation's "Ethical Corporate Management Best Practice Principles", "Code of Ethical Conduct", and "Operational Rules for Ethical Corporate Management Best Practice Principles", visit MOPS or the official website of the Corporation.

  • (VII) If the Corporation has established the corporate governance best practice principles and other relevant regulations, the means to search for these regulations shall be disclosed.

Refer to MOPS or the official website of the Corporation for details regarding the Corporate Governance Best Practice Principles formulated by the Corporation and specifications provided by these best practice principles with regard to protecting shareholders’ rights and interests, enhancing the functions of the Board of Directors, respecting stakeholders’ rights and interests, and enhancing information transparency.

  • (VIII) Other important information to enhance the understanding of the implementation of corporate governance at the Corporation

The Corporation has established the "Regulations Governing Prevention of Insider Trading" as the basis of major news and information disclosure mechanism at the Corporation. Besides, the Corporation conducts inspection from time to time to ensure compliance with the laws and regulations. These regulations can be found on the internal website of the Corporation.

  • (IX) Protective measures for the work environment and personal safety of employees (1) Employee safety:

38

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

  • Establish and enforce self-inspection plans to regularly inspect, 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 protect employee safety.

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

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

(2)

  • Employee insurance:

  • Purchase labor and health insurance for employees in accordance with the regulations and insurance for different income brackets.

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

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

  • (3) Physical and mental health care for employees:

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

  • Incorporate the Sexual Harassment Prevention Act in employees’ work regulations, establish the Sexual Harassment Prevention Committee, and designate dedicated personnel for handling such matters.

  • Set up a nursing room equipped with a complete breastfeeding environment and equipment to offer a high-quality breastfeeding environment for breastfeeding employees and protect their privacy during breastfeeding.

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

  • AED automatic external defibrillators, first-aid kits and qualified first-aid personnel are set up at each factory site, and first-aid and AED education training courses are conducted. Branch offices have also reached the level of safe workplace applied, thereby enhancing workplace safety.

  • Establish employee recreation centers, which are equipped with swimming pools, spa, gyms, dance classrooms, equipment and other materials for employee use.

  • Conduct health promotion courses from time to time, such as emotional management, interpersonal communication, parenting, healthy eating, and health care.

  • Regularly organize health promotion activities, promote healthy meals, conduct a diverse range of sports instruction courses, organize health promotion talks, and organize health testing activities, etc. every year, to provide employees with disease prevention and health promotion measures for physical and mental relaxation, physical management, and weight control.

  • Regularly organize health promotion activities, promote healthy meals, and conduct a diverse range of sports and dancing areas within the perimeter of the factory.

  • Establish the Employee Welfare Committee to regularly organize various employee welfare activities, such as domestic travel, festival vouchers or gift delivery, free movie tickets, etc. A total of 14 clubs and societies have been established at the Corporation, including hiking club, badminton club, movie club, dance club, board game club, basketball club, etc. to provide employees with different leisure and health channels.

39

(X) Implementation of internal control system 1. Statement on Internal Control System

Chroma ATE Inc. Statement on Internal Control System

Date: February 21, 2019

The Statement of Internal Control System is issued based on the self-assessment of the Corporation in 2018:

  • I. The Corporation acknowledges that the establishment, implementation, and maintenance of the internal control system are the responsibilities of the Corporation’s Board of Directors and managerial officers, and have established such a system. The objectives of this system are to meet various goals including achieving operational benefits and efficiency (including profitability, performance, as well as asset and safety protection), and ensuring the reliability, timeliness, transparency and regulatory compliance of reporting, thereby providing reasonable assurance.

  • II. An internal control system has inherent constraints. No matter how comprehensive its design may be, an effective internal control system is only capable of providing adequate assurance for achieving the abovementioned objectives. In addition, the effectiveness of an internal control system may change with the environment and under different situations. However, the Corporation's internal control system is equipped with self-monitoring mechanisms, thereby allowing the Corporation to take immediate remedial actions in response to any identified deficiency.

  • III. The Corporation determines whether or not the design and implementation of its internal control system is effective according to the items for determining the effectiveness of internal control system as stated in the Regulations Governing Establishment of Internal Control Systems by Public Companies (hereinafter referred to as the "Regulations"). The internal control system is divided into 5 key components according to the process of management control to generate internal control system assessment items adopted by the Regulations, including: 1. control environment; 2. risk assessment; 3. control operations; 4. information and communications and; 5. monitoring operations. Each key component also includes a number of items. Refer to the Regulations for more information on the abovementioned items.

  • IV. The Corporation has adopted the aforementioned internal control system assessment items to evaluate the effectiveness of its ICS design and implementation.

  • V. Based on the abovementioned results, the Corporation believes that the design and implementation of its internal control systems (including the supervision and management of its subsidiaries), as of December 31, 2018, including understanding the level of goal achievement with regards to operational benefits and efficiency, as well as whether reporting is reliable, timely and transparent and whether reporting complies with the relevant laws and regulations, are effective and can reasonably assure the accomplishment of the abovementioned goals.

  • VI. The Statement shall be a major content of the Corporation that the design and implementation shall be publicly disclosed. Should the abovementioned content contain illegalities such as fraudulent and hidden information, the Corporation shall be subject to legal responsibilities provided in Article 20, Article 32, Article 171 and Article 174 of the Securities and Exchange Act.

  • VII. We hereby declare that the Statement has been approved by the Board of Directors on February 21, 2019. Among the 6 directors present in the meeting, none of the directors had dissenting opinions, and all the directors agreed with the contents of the Statement.

==> picture [90 x 84] intentionally omitted <==

Chroma ATE Inc . Chairman:Leo Huang CEO:Leo Huang

40

  1. Where CPAs are commissioned to audit the Corporation's internal control system, the audit report prepared by the CPAs shall be disclosed: None.

  2. (XI) Penalties imposed on the Corporation and its internal staff, penalties imposed on its internal staff by the Corporation for violation of internal control regulations, major deficiencies and status of improvements made in the most recent year up to the publication date of this annual report: None.

  3. (XII) Major resolutions of the Shareholders' Meeting and the Board of Directors in the most recent year up to the publication date of this annual report


recent year up to the publication date of this annual report
1.
Major resolutions of the Shareholders'Meeting and status of implementation
Date
convened

2018 Annual General Meeting
2018.06.08 1. Recognized the 2017 business report and financial statements.
Status of implementation: The resolution was passed.
2. Approved the proposal for distribution of 2017 profits.
Status of implementation: The resolution was passed. Ex-dividend date was set for July 21,
2018, whereas cash dividends have been completely distributed to shareholders on August
3, 2018. (Dividend per share: NT$4.47539992)
3. Approved amendments to the Corporation's Articles of Incorporation.
Status of implementation: The resolution was passed. On June 26, 2018, the Ministry of
Economic Affairs approved the registration of these amendments. These amendments were
announced on the official website of the Corporation.
2.
Keyresolutions of the Board of Directors
2018.2.22 1. Approved the annual rewards for directors and supervisors, and attendance fees for directors
who attended Board of Directors' meetings
2. Approved the 2018 rewards for members of the Audit Committee, and attendance fees for
members who attended Audit Committee meetings
3. Approved the 2018 salary adjustment for managerial officers
4. Approved the 2017 employee reward distribution plan.
5. Approved the 2017 business report and financial statements.
6. Approved the proposal for distribution of 2017 profits.
7. Approved the issuance of the 2017 Statement on Internal Control System.
8. Approved capital loan for Chroma Japan Corp.
9. Approved endorsements and guarantees for reinvestment companies in Mainland China.
10. Approved the amendments to the Corporation's Articles of Incorporation.
11. Approved the proposal for the 2018 business plan.
12. Approved the convening of the 2018 Annual General Meeting and the issues raised by the
shareholders.
2018.05.03 1. Q1 2018 financial statements.
2. Set the date of capital increase through the second issuance of unsecured convertible
corporate bonds in exchange for new shares and employee stock warrants.
3. Set the date of capital decrease through the extinguishment of new restricted employee
shares.
4. Approved the endorsement and guarantee for Chroma ATE Inc. (USA).
5. Approved credit extension with financial institution.
2018.06.12 1.
Set the ex-dividend date, suspension of the conversion of convertible corporate bonds,
adjustment of convertible bond prices, and adjustment of employee stock warrant prices in
2018.
2.
Approved the endorsement and guarantee for Chroma Ate (Suzhou) Co., Ltd.
3.
Approved the endorsement and guarantee for Chroma ATE Europe BV.
4.
Approved capital loans for wholly-owned overseas subsidiaries.
5.
Approved capital increase for TFBS Bioscience, Inc.
6.
Approved the proposal to distribute the 2017 employee rewards to managerial officers.
2018.07.31 1.
Q2 2018 financial statements.
2.
Approved capital loan for Chroma Systems Solutions, Inc.
3.
Approved the endorsement and guarantee for Chroma Japan Corp.
4.
Approved the 2018 CPA fees.

41

5.
Approved capital increase for EVT Technology Co., Ltd.
6.
Set the date of capital increase through the second issuance of unsecured convertible
corporate bonds in exchange for new shares and employee stock warrants.
7.
Set the date of capital decrease through the extinguishment of new restricted employee
shares.
8.
Approved the application for credit extension to financial institution.
2018.10.30 1.
Q3 2018 financial statements.
2.
Corporate social responsibility implementation report.
3.
Set the date of capital decrease through the extinguishment of new restricted employee
shares.
4.
Set the date of capital increase through the second issuance of unsecured convertible
corporate bonds in exchange for new shares and employee stock warrants.
5.
Approved capital loan for Chroma Japan Corp.
6.
Approved the endorsement and guarantee for Quantel Private Ltd.
7.
Approved the establishment of the"Special Mergers and Acquisitions Committee".
2018.12.27 1.
Implemented the audit report for ethical corporate management.
2.
Report on the purchase of liability insurance for all directors.
3.
Evaluated the report on the independence of CPAs.
4.
Approved the 2019 audit plan.
5.
Approved the amendments to the “Internal Control System” and the “Implementation Rules
for Internal Audit”.
6.
Approved capital loan for Chroma Systems Solutions, Inc.
7.
Set the date of capital increase through the second issuance of unsecured convertible
corporate bonds in exchange for new shares and employee stock warrants.
2019.02.11 Approved the investment in the shares of the Israeli company, Camtek Ltd.
2019.02.21 1.
Approved the annual rewards for directors, and attendance fees for directors who
attended Board of Directors' meetings
2.
Approved the 2019 rewards for members of the Audit Committee, and attendance fees for
members who attended Audit Committee meetings
3.
Approved the 2019 salary adjustment for managerial officers.
4.
Approved the 2018 employee reward distribution plan.
5.
Approved the 2018 business report and financial statements.
6.
Approved the proposal for distribution of 2018 profits.
7.
Approved the issuance of the 2018 Statement on Internal Control System.
8.
Approved capital loan for Chroma Japan Corp.
9.
Approved the endorsement and guarantee for subsidiaries in Mainland China.
10. Approved the amendments to the "Procedures for Acquisition and Disposal of Assets" and
the "Procedures for Derivatives Trading".
11. Approved the amendments to the Articles of Incorporation.
12. Approved the 2019 business plan.
13. Approved the date of capital decrease through the extinguishment of new restricted
employee shares.
14. Approved the convening of the 2019 Annual General Meeting and the issues raised by the
shareholders.

(XIII) Major contents of dissenting opinions or qualified opinions on resolutions passed by the Board of Directors that are made by directors, and are documented or issued through written statements, in the most recent year up to the publication date of this annual report: None.

  • (XIV) Resignation or dismissal of the Corporation's Chairman, CEO, accounting manager, finance manager, internal audit manager, and R&D manager in the most recent year up to the publication date of this annual report: None.

42

  • IV. CPA fees (I) Amount of audit and non-audit fees paid to CPAs, accounting firm and its affiliated companies, and content of non-audit services

Range of CPA fees

Range of CPA fees Range of CPA fees
Name of accountingfirm Name ofCPA Auditperiod Remark
Deloitte & Touche Cheng-Ming Lee Wen-Chi Kuo 2018.01.01~2018.12.31

Note: If the Corporation has replaced the CPAs or accounting firm in the current year, the audit period shall be listed separately, and the reason for replacement shall be stated in the Remark column.

Unit: NT$ thousands

Fee Fee item
range
Audit fee Non-audit
fee
Total
1 Less than NT$2,000,000 1,508 1,508
2 NT$2,000,000 (inclusive) to
NT$4,000,000 (not inclusive)
3 NT$4,000,000 (inclusive) to
NT$6,000,000 (not inclusive)
4 NT$6,000,000 (inclusive) to
NT$8,000,000 (not inclusive)
6 ,210 6,210
5 NT$8,000,000 (inclusive) to
NT$10,000,000 (not inclusive)
6 NT$10,000,000 and above

Information on CPA fees

Unit: NT$ thousands


Name of
CPA
(Note 1)
Audit
fee
Non-audit fee Non-audit fee Non-audit fee Non-audit fee Audit period
Remark
System
design


Business
registration

Human
resources

Others
(Note 2)
Subtotal

Cheng-
Ming Lee
Wen-Chi
Kuo

6,210
1,508 1,508 2018.01.01~2018.12.31

Note 1: If the Corporation has replaced the CPAs or accounting firm in the current year, the audit period shall be listed separately, and the reason for replacement shall be stated in the Remark column. Information on the audit and non-audit fees paid shall also be disclosed in order.

  • Note 2: It refers to the payment of advance fees, advance audit fees involving subsidiaries, English reports, audit using the direct deduction method, consultation and accounting treatment fees.

  • (II) Where the accounting firm was replaced, and the audit fees for the year when replacement was made was less than that in the previous fiscal year before replacement, the amount of audit fees paid before replacement and the reasons for paying such an amount shall be disclosed: None.

  • (III) Where the audit fees for the year were reduced by more than 15% compared to the previous year, the amount and percentage of decrease in audit fees, as well as the reason for such decrease shall be disclosed: None.

43

V. Replacement of CPAs

(I) Information on previous CPAs

V.
Replacement of CPAs
(I)
Information on

previous CPAs

previous CPAs

previous CPAs

previous CPAs

previous CPAs
Date of replacement Approved bythe Board of Directors on December 27,2017.
Reason for replacement and
related explanation
In order to meet the need for position adjustment at Deloitte & Touche,
it was proposed to replace Yi-Wen Wang and Wen-Chi Kuo and
appoint Cheng-Ming Lee and Wen-Chi Kuo as CPAs appointed to
serve theCorporation.
Indicate whether the
appointer or CPAs terminate
or reject the appointment
Party
Status

CPA
Appointer
Terminate the appointment Not applicable Not applicable
No longer accept (or continue
with)the appointment

Not applicable
Not applicable
Opinion and reason for the
issuance of audit reports
containing opinions other
than unqualified opinions in
the two most recentyears
None
Disagreement with the issuer Yes Accounting principles orpractices
Disclosure of financial statements
Scope orprocedure of audit
Others
None ˇ
Details
Other items to be disclosed
(where Article 10,
Subparagraph 6, Item 1-4 to
1-7 of the Regulations shall
be disclosed)
Not applicable

(II) About successor CPAs

(where Article 10,
Subparagraph 6, Item 1-4 to
1-7 of the Regulations shall
be disclosed)
Not applicable
(II)
About successor CPAs
Name of accountingfirm Deloitte&Touche
Name of CPA Cheng-Ming Lee, Wen-Chi Kuo
Date of appointment Approved by the Board of Directors on
December 27,2017.
Subjects and outcomes of consultation on the
accounting treatment of or application of accounting
principles to specific transactions, or opinions that
may be included on financial statements before the
appointment of new CPAs
None
Written opinions from successor CPAs
with regards to matters with which former CPAs
disagreed
None

(III) Former CPAs' response to Article 10, Subparagraph 6, Items 1 and Item 2-3 of the Regulations: None.

VI. The Corporation's Chairman, CEO, or any managerial officer in charge of finance or accounting matters who has held a position at the accounting firm of its CPAs or at an affiliated company in the most recent year: None.

44

VII. Equity transfer or changes in equity pledged by directors, managerial officers, or shareholders holding more than 10% of the Corporation's shares in the most recent year up to the publication date of this annual report 1. Changes in equity held by directors, managerial officers, and major shareholders

Title Name 2018 2018 Current year up to April 20,
2019
Current year up to April 20,
2019
Increase
(decrease) in
the number
of shares held

Increase
(decrease) in
the number
of shares
pledged
Increase
(decrease) in
the number
of shares
held
Increase
(decrease) in
the number
of shares
pledged
Chairman and CEO Leo Huang 48,000
0

0

0
Independent director QuincyLin 0
0

0

0
Independent director Tsung-MingChung 0
0

0

0
Independent director Tai-Jen George
Chen
0
0

0

0
Director and General Manager, Integrated
System Solution BU
I-Shih Tseng (96,000)
0

100,000

0
Director Tsun-I Wang 0
0

0

0
Director Chung-Ju Chang 0
0

0

0
General Manager,Test & Measurement BU David Yang 20,000
0

0

0
General Manager of the Business
Department
C. C. Ho 50,000
0

0

0
General Manager, Intelligent Manufacturing
System BU
Joe Lin (45,400)
0

70,000

0
General Manager, Semiconductor Testing
Equipment BU
George Chang 18,000
0

(4,000)

0
Vice President, Finance & Administration
Center
Paul Ying 70,000
0

50,000

0
Vice President,ManufacturingCenter Steven Liu (9,000) 0
60,000

0
Vice President, Operation Management
Center
Benjamin Huang (79,000)
0

30,000

0
Vice President, R&D Department,
Semiconductor TestingEquipment BU
Max Chang (Note
1)
(10,000)
0

-

-
Vice President, Sales Department 1,
Integrated System Solution BU
Herbert Tsai 10,000
0

(10,000)

0
Vice President,CEO Office C. C. Fan (40,000) 0
30,000

0
Vice President, Planning Department, Test &
Measurement BU

Bobby Tseng
(13,000)
0

0

0
Vice President, Greater China Area Sales
Department, Test & Measurement BU
Vincent Chen 42,000
0

0

0
Vice President, Technical Service
Department, Test & Measurement BU
Tony Yang 12,000
0

0

0
Vice President, R&D Department, Test &
Measurement BU
Vincent Wu 28,000
0

0

0
Vice President, R&D Department 1,
Integrated System Solution BU
Lance Ouyang 0
0

12,000

0
Vice President, Sales Department 2,
Integrated System Solution BU
Jeff Lee 10,000
0

0

0
Vice President, Planning Department, Test &
Measurement BU

Kenny Wang (Note
2)
-
-

0

0
Vice President, Planning Department, Test &
Measurement BU

Cindy Tai (Note 2)
-
-

0

0
Vice President, Planning Department, Test &
Measurement BU

Galen Chou (Note
2)
-
-

0

0

Note 1: Mr. Max Chang resigned on January 31, 2019. Therefore, changes in equity held by Mr. Max Chang are provided as of this date. Note 2: Mr. Kenny Wang、Miss Cindy Tai and Mr. Galen Chou were promoted to the position of Vice President on January 1, 2019. Therefore, changes in equity held by them are provided as of this date.

45

  1. Where the counterparty for equity transfer is a related person:
Name
(Note 1)
Reason
for
equity
transfer
Date of
transaction
Counterparty Relationship between the
counterparty and the
Corporation, directors,
supervisors and the 10
largest shareholders with a
shareholding percentage of
more than 10%
Number
of shares
Transaction
price
I-Shih
Tseng
Gift 2018.10.30 Jui-Min Tsai,
Chi-Lun Tseng,
Wei-Han Tseng
Spouse and children 116,000 Not
applicable

Note 1: The names of directors, supervisors and the 10 largest shareholders with a shareholding percentage of more than 10% at the Corporation are filled in the column.

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

46

VIII. Information on the 10 largest shareholders who are related parties or each other's spouses and relatives within the second degree of kinship

Information on the relationships 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
relationship of the 10
largest shareholders who
are related parties or
each other's spouses and
relatives within the
second degree of
kinship (Note 2)

Title or name and
relationship of the 10
largest shareholders who
are related parties or
each other's spouses and
relatives within the
second degree of
kinship (Note 2)

Remark
Number of
shares
Shareholding
percentage

Number of
shares
Shareholding
percentage

Number
of shares

Shareholding
percentage
Title Relation
Leo Huang 20,491,897 4.90% 11,794,362 2.82% 0
0
Shu-
Chuan
Chen
Spouse
Chun-Sheng Chen 15,113,308 3.61% 11,074,646 2.65% 0
0
Yu-Mei
Hsueh
Spouse
First State Asia
Pacific Leaders
fund, a sub-fund of
First State
Investment
15,089,000 3.61%
0
0 0
0
None None
JPMorgan Chase
Bank N.A., Taipei
Branch in custody
for Schroder
International
Selection Fund -
Asian Absolute
Return
13,082,000 3.13%
0
0 0
0
None None
Shu-Chuan Chen 11,794,362 2.82% 20,491,897 4.90% 0
0
Leo
Huang
Spouse
Yu-Mei Hsueh 11,074,646 2.65% 15,113,308 3.61% 0
0
Chun-
Sheng
Chen
Spouse
Nan Shan Life
Insurance Co., Ltd
Representative:
Ying-TsungTu
8,553,000 2.04%
0
0 0
0
None None
0 0
0
0 0 0 None None
JPMorgan Chase
Bank N.A., Taipei
Branch in custody
for Universities
Superannuation
Scheme Limited
6,964,724 1.66%
0
0 0
0
None None
JPMorgan Chase
Bank N.A., Taipei
Branch in custody
for Stichting
Depositary APG
Emerging Markets
EquityPool
6,804,000 1.63%
0
0 0
0
None None
JPMorgan Chase
Bank N.A., Taipei
Branch in custody
for Vanguard Total
International Stock
Index Fund, a series
of Vanguard Star
Funds
6,120,800 1.46%
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 legal persons and natural persons. Relationships between shareholders shall be disclosed according to the financial reporting standards used by the issuer.

47

IX. Number and percentage of shares held by the Corporation, its directors, managerial officers and directly or indirectly controlled reinvestment companies in the same reinvestment companies

Combined shareholding percentage

companies Combined shareholding percentage Combined shareholding percentage Combined shareholding percentage Combined shareholding percentage Combined shareholding percentage Combined shareholding percentage
Unit: thousand shares / thousand units of foreign currency
Investment by the
Corporation
Investments by directors,
managerial officers, and
companies directly or
indirectly controlled by the
Corporation
Combined investment
Number
of shares
Shareholding
percentage (%)
Number of
shares
Shareholding
percentage
(%)
Number of
shares
Shareholding
percentage
(%)
64,013
100.0
0
0
64,013
100.0
24,502
11.3
13
0
24,515
11.3
25,000
100.0
0
0
25,000
100.0
14,000
100.0
0
0
14,000
100.0
9,841
27.3
5,111
14.2
14,952
41.5
1,200
100.0
0
0
1,200
100.0
1
100.0
0
0
1
100.0
1,000
100.0
0
0
1,000
100.0
120
25.0
240
50.0
360
75.0
3,085
100.0
0
0
3,085
100.0
3,830
100.0
0
0
3,830
100.0
2,050
100.0
0
0
2,050
100.0
20,160
67.2
914
3.1
21,074
70.3
10,000
100.0
0
0
10,000
100.0
215
100.0
0
0
215
100.0
9
100.0
0
0
9
100.0
1,750
35.0
0
0
1,750
35.0
12,240
51.0
0
0
12,240
51.0
9,412
85.6
89
0.8
9,501
86.4
1,914
60.0
0
0
1,914
60.0
14,214
71.1
700
3.5
14,914
74.6
5,700
78.1
0
0
5,700
78.1
0
0
1,000
100.0
1,000
100.0
0
0
375
75.0
375
75.0
0
0
4,475
100.0
4,475
100.0
0
0
65
100.0
65
100.0
0
0
US$200
100.0
US$200
100.0
0
0
600
100.0
600
100.0
0
0
99
100.0
99
100.0
0
0
30
100.0
30
100.0
0
0
RMB$8,374
100.0 RMB$8,374
100.0
0
0
HK$30,000
100.0
HK$30,000
100.0
0
0
US$3,000
100.0
US$3,000
100.0
0
0
US$2,700
100.0
US$2,700
100.0
0
0
US$3,800
100.0
US$3,800
100.0
0
0
RMB$1,737
100.0 RMB$1,737
100.0
0
0 RMB$11,871
100.0 RMB$11,871
100.0
0
0 RMB$11,417
100.0 RMB$11,417
100.0
Reinvestment company (Note 1) Investment by the
Corporation
Investments by directors,
managerial officers, and
companies directly or
indirectly controlled by the
Corporation
Combined investment
Number
of shares
Shareholding
percentage (%)
Number of
shares
Shareholding
percentage
(%)
Number of
shares
Shareholding
percentage
(%)
Neworld Electronics Ltd. 64,013
100.0

0

0

64,013

100.0
Adlink TechnologyInc. 24,502
11.3

13

0

24,515

11.3
Chroma New Material Corp. 25,000
100.0

0

0

25,000

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

0

0

14,000

100.0
DynaScan TechnologyCorp. 9,841
27.3

5,111

14.2

14,952

41.5
Sensational HoldingLtd. 1,200
100.0

0

0

1,200

100.0
Chroma ATE Europe B.V. 1
100.0

0

0

1

100.0
Chroma ATE Inc. 1,000
100.0

0

0

1,000

100.0
Chroma Systems Solutions,Inc.(Note 2) 120
25.0

240

50.0

360

75.0
Chen Hwa TechnologyInc. 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 Electronic Corporation 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. 9,412
85.6

89

0.8

9,501

86.4
Quantel Private Ltd. 1,914
60.0

0

0

1,914

60.0
Innovative Nanotech Inc. 14,214
71.1

700

3.5

14,914

74.6
Touch Cloud Inc. 5,700
78.1

0

0

5,700

78.1
Adivic HoldingCorporation 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 KuangMech. 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

US$200

100.0

US$200

100.0
Quantel Global Sdn. Bhd. 0
0

600

100.0

600

100.0
Quantel Global Philippines Corporation 0
0

99

100.0

99

100.0
Chroma GermanyGmbH 0
0

30

100.0

30

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

RMB$8,374

100.0
RMB$8,374
100.0
Chroma Electronics (Shenzhen) Co., Ltd.
(Note 3)
0
0

HK$30,000

100.0

HK$30,000

100.0
Chroma Electronics (Shanghai) Co., Ltd.
(Note 3)
0
0

US$3,000

100.0

US$3,000

100.0
Chroma (Shanghai) Trading Co., Ltd.
(Note 3)
0
0

US$2,700

100.0

US$2,700

100.0
Chroma ATE(Suzhou)Co.,Ltd. 0
0

US$3,800

100.0

US$3,800

100.0
Mou Kuan Technologies (Nanjing) Co.,
Ltd.
0
0

RMB$1,737

100.0
RMB$1,737
100.0
Wei Kuang Automatic Equipment
(Nanjing)Co.,Ltd.(Note 3)
0
0
RMB$11,871
100.0
RMB$11,871
100.0
Wei Kuang Automatic Equipment
(Xiamen)Co., Ltd.(Note 3)
0
0
RMB$11,417
100.0
RMB$11,417
100.0

Note 1: Reinvestment companies are invested by the Corporation using the equity method. Note 2: The combined shareholding percentage of the Corporation and its subsidiary in Chroma ATE Inc. is 75%.

Note 3: These invested companies have yet to issue any share. Therefore, only the amount and percentage of capital contribution are indicated.

48

Chapter 4 Financing Status

I. Capital and shares (I) Source of shares

Year and
month
Issue
price
Authorized capital
stock
Authorized capital
stock
Paid-in capital Paid-in capital Remark
Number
of shares
(thousand
shares)

Amount
(NT$ thousands)
Number
of shares
(thousand
shares)

Amount
(NT$ thousands)
Source of share capital Equity
contributions
made in the
form of assets
otherthancash
Others
1996.08 10 70,000 700,000 54,365 543,650 Recapitalizationof retained earnings None Note1
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

49

Year and
month
Issue
price
Authorized capital
stock
Authorized capital
stock
Paid-in capital Paid-in capital Remark
Number
of shares
(thousand
shares)

Amount
(NT$ thousands)
Number
of shares
(thousand
shares)

Amount
(NT$ thousands)
Source of share capital Equity
contributions
made in the
form of assets
otherthancash
Others
2006.06 10 360,000
3,600,000
284,344 2,843,442
Recapitalization of retained earnings:
NT$81,370,000
Stocks converted from stock
warrants: NT$12,760,000
None Note 16
2006.10 10 360,000
3,600,000
285,154 2,851,542 Stocks converted from stock
warrants: NT$8,100,000
None Note 15
2007.01 10 360,000
3,600,000
286,378 2,863,779 Stocks converted from stock
warrants: NT$12,240,000
None Note 15
2007.03 10 360,000
3,600,000
287,410 2,874,099 Stocks converted from stock
warrants: NT$10,320,000
None Note 15
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$13,260,000
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 convertedfromconvertible None Note22

50

Year and
month
Issue
price
Authorized capital
stock
Authorized capital
stock
Paid-in capital Paid-in capital Remark
Number
of shares
(thousand
shares)

Amount
(NT$ thousands)
Number
of shares
(thousand
shares)

Amount
(NT$ thousands)
Source of share capital Equity
contributions
made in the
form of assets
otherthancash
Others
corporate bonds: NT$2,890,000
Stocks converted from stock
warrants: NT$2,350,000
to Note
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 shares:
NT$31,000,000
None Note 22
to Note
24
2016.12 10 450,000
4,500,000
387,158 3,871,576
Stocks converted from convertible
corporate bonds: NT$28,500,000
Stocks converted from stock
warrants: NT$9,350,000
None Note 22
to Note
23
2017.01 10 450,000
4,500,000
389,887 3,898,872
Stocks converted from convertible
corporate bonds: NT$23,820,000
Stocks converted from stock
warrants: NT$3,470,000
None Note 22
to Note
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 Note 22
to Note
23
2017.06 10 450,000
4,500,000
405,275 4,052,754 New restricted employee shares:
NT$1,850,000
None Note 24
2017.07 10 450,000
4,500,000
405,263 4,052,631 New restricted employee shares
extinguished: NT$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 Note 22
to Note
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 Note 22
to Note
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 Note 22
to Note
23
2018.05 10 450,000
4,500,000
412,953 4,129,532
Stocks converted from convertible
corporate bonds: NT$220,000
Stocks converted from stock
warrants: NT$10,910,000
New restricted employee shares
extinguished: NT$540,000
None Note 22
to Note
24
2018.09 10 450,000
4,500,000
414,359 4,143,594
Stocks converted from convertible
corporate bonds: NT$80,000
Stocks converted from stock
warrants: NT$14,070,000
New restricted employee shares
extinguished: NT$90,000
None Note 22
to Note
24
2018.11 10 450,000
4,500,000
416,443 4,164,431
Stocks converted from convertible
corporate bonds: NT$14,940,000
Stocks converted from stock
warrants: NT$6,100,000
New restricted employee shares
extinguished: NT$210,000
None Note 22
to Note
24
2019.01 10 450,000
4,500,000
416,779 4,167,794
Stocks converted from convertible
corporate bonds: NT$900,000
Stocks converted from stock
warrants: NT$2,460,000
None Note 22
to Note
23
2019.03 10 450,000
4,500,000
416,717 4,167,174 New restricted employee shares
extinguished: NT$620,000
None Note 24

51

Year and
month
Issue
price
Authorized capital
stock
Authorized capital
stock
Paid-in capital Paid-in capital Remark
Number
of shares
(thousand
shares)

Amount
(NT$ thousands)
Number
of shares
(thousand
shares)

Amount
(NT$ thousands)

Source of share capital
Equity
contributions
made in the
form of assets
otherthancash
Others
2019.04 10 450,000
4,500,000
418,539 4,185,389 Stocks converted from stock
warrants: NT$18,220,000
None Note 25
Note 1:
Approved by the Securities and Exchange Commission, Ministry of Finance as per letter with Ref. No. (85) Taiwan-Finance-Securities (I)
41514 dated July 8, 1996 .
Note 2:
Approved by the Securities and Exchange Commission, Ministry of Finance as per letter with Ref. No. (86) Taiwan-Finance-Securities (I)
45915 dated June 25, 1997.
Note 3:
Approved by the Securities and Exchange Commission, Ministry of Finance as per letter with Ref. No. (87) Taiwan-Finance-Securities (I)
46094 dated June 8, 1998 .
Note 4:
Approved by the Securities and Exchange Commission, Ministry of Finance as per letter with Ref. No. (88) Taiwan-Finance-Securities (I)
48548 dated May 24, 1999.
Note 5:
Approved by the Securities and Exchange Commission, Ministry of Finance as per letter with Ref. No. (89) Taiwan-Finance-Securities (I)
49542 dated June 8, 2000 .
Note 6:
Approved by the Securities and Exchange Commission, Ministry of Finance as per letter with Ref. No. (89) Taiwan-Finance-Securities (I)
83405 dated December 18, 2000 .
Note 7:
Approved by the Securities and Exchange Commission, Ministry of Finance as per letter with Ref. No. (89) Taiwan-Finance-Securities
(III) 102418 dated December 22, 2000 .
Note 8:
Approved by the Securities and Exchange Commission, Ministry of Finance as per letter with Ref. No. (90) Taiwan-Finance-Securities (I)
137773 dated June 13, 2001.
Note 9:
Approved by the Securities and Exchange Commission, Ministry of Finance as per letter with Ref. No. Taiwan-Finance-Securities (I)
0910132477 dated June 14, 2002.
Note 10: Approved by the Securities and Exchange Commission, Ministry of Finance as per letter with Ref. No. Taiwan-Finance-Securities (I)
0920125022 dated June 9, 2003.
Note 11: Approved by the Securities and Exchange Commission, Ministry of Finance as per letters with Ref. No. Taiwan-Finance-Securities (III)
0920162383 dated January 2, 2004, and (90) Taiwan-Finance-Securities (I) 143348 dated July 16, 2001.
Note 12: Approved by the Securities and Exchange Commission, Ministry of Finance as per letters with Ref. (90) No Taiwan-Finance-Securities (I)
143348 dated July 16, 2001 and Taiwan-Finance-Securities (I) 0930128437 dated June 28, 2004.
  • Note 13: Approved by the Securities and Exchange Commission, Ministry of Finance as per letters with Ref. (90) No Taiwan-Finance-Securities (I) 143348 dated July 16, 2001 and Taiwan-Finance-Securities (I) 0910132478 dated June 14, 2002.

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

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

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

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

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

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

  • Note 20: Approved by the Financial Supervisory Commission, Executive Yuan as per letter with Ref. No. Financial-Supervisory-SecuritiesCorporate-0990029749 dated June 9, 2010.

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

  • Note 22: Approved by the Financial Supervisory Commission as per letter with Ref. No. Financial-Supervisory-Securities-Corporate-1030012130 dated April 17, 2014.

  • Note 23: Approved by the Financial Supervisory Commission as per letter with Ref. No. Financial-Supervisory-Securities-Corporate-1010042558 dated September 17, 2012

  • Note 24: Approved by the Financial Supervisory Commission as per letter with Ref. No. Financial-Supervisory-Securities-Corporate-1050024281 dated June 27, 2016.

  • Note 25: Approved by the Financial Supervisory Commission as per letter with Ref. No. Financial-Supervisory-Securities-Corporate-1010042558 dated September 17, 2012, and Financial-Supervisory-Securities-Corporate-1040036382 dated September 7, 2015. (changes to capital amount are yet to be implemented)

Unit:shares,as of April 20,2019 Unit:shares,as of April 20,2019 Unit:shares,as of April 20,2019 Unit:shares,as of April 20,2019
Type of shares Authorized capital stock Remark
Number of shares
outstanding(listed)
Number of
shares not issued
Total
Common shares 418,538,887 31,461,113 450,000,000 3,000,000 shares have been
reserved for employee stock
warrants.

Information on the shelf registration system: None.

52

(II) Shareholder structure

(II)
Shareholder structure
(II)
Shareholder structure
(II)
Shareholder structure
(II)
Shareholder structure
(II)
Shareholder structure
(II)
Shareholder structure
(II)
Shareholder structure
As of April 20,2019
Shareholder structure
Quantity
Government
agencies
Financial
institutions
Other legal
persons
Individuals
Overseas
institutions
and
individuals
Total

Government
agencies

Financial
institutions
Other legal
persons
Individuals Overseas
institutions
and
individuals
Total
Number of individuals 5 46 45 9,824
447

10,367
Number of shares held 1,854,000 29,508,706 16,657,793 102,521,910 267,996,478 418,538,887
Shareholding
percentage
0.44%
7.05%

3.98%

24.50%

64.03%

100.00%

(III) Distribution of equity ownership 1. Common shares

As of April 20,2019 As of April 20,2019
Shareholdingrange Number of shareholders Number of shares held Shareholding percentage
1 to 999 4,137
763,730
0.18%
1,000 to 5,000 4,736
8,968,655
2.14%
5,001 to 10,000 552
4,146,319
0.99%
10,001 to 15,000 181
2,239,866
0.54%
15,001 to 20,000 111
1,991,130
0.48%
20,001 to 30,000 92
2,300,817
0.55%
30,001 to 40,000 61
2,166,248
0.52%
40,001 to 50,000 34
1,567,867
0.37%
50,001 to 100,000 107
7,609,059
1.82%
100,001 to 200,000 101
13,875,912
3.32%
200,001 to 400,000 86
24,500,809
5.85%
400,001 to 600,000 41
19,583,249
4.68%
600,001 to 800,000 21
14,697,179
3.51%
800,001 to 1,000,000 16
14,691,883
3.51%
1,000,001 and above 91
299,436,164
71.54%
Total 10,367
418,538,887
100.00%
2.
Preferred shares: None.

53

(IV) List of major shareholders

Name of shareholders who hold more than 5% of the shares or are the 10 largest shareholders, as well as number and percentage of shares held by them:

shareholders, as well as number and percentage of shares held by them: shareholders, as well as number and percentage of shares held by them: shareholders, as well as number and percentage of shares held by them:
As of April 20,2019
Shares
Name of major shareholder
Number of
shares held
Shareholding
percentage
Leo Huang 20,491,897
4.90%
Chun-Sheng Chen 15,113,308 3.61%
First State Asia Pacific Leaders fund,a sub-fund of First State Investment 15,089,000
3.61%
JPMorgan Chase Bank N.A., Taipei Branch in custody for Schroder
International Selection Fund - Asian Absolute Return
13,082,000
3.13%
Shu-Chuan Chen 11,794,362
2.82%
Yu-Mei Hsueh 11,074,646 2.65%
NanShan Life InsuranceCo.,Ltd 8,553,000 2.04%
JPMorgan Chase Bank N.A., Taipei Branch in custody for Universities
SuperannuationScheme Limited
6,964,724
1.66%
JPMorgan Chase Bank N.A., Taipei Branch in custody for Stichting
DepositaryAPGEmergingMarkets EquityPool
6,804,000
1.63%
JPMorgan Chase Bank N.A., Taipei Branch in custody for Vanguard Total
International Stock Index Fund,a series of Vanguard Star Funds

6,120,800

1.46%

(V) Market price per share, net asset value per share, earnings per share, dividends per share and related information in the two most recent years

Item Year Year
2017
2018 Current year up to
March 31,2019
Market
price per
share
(Note 1)
Maximum 188.00 197.00 157.00
Minimum 75.40 99.10 112.00
Average 121.12 150.53 133.26
Net asset
value per
share
(NAVPS)
Before distribution 32.12 34.57 -
After distribution 28.93 - -
Earnings
per share
Weighted average 399,051,822 409,438,272 -
Earnings per share 6.41 6.22 -
Dividend
per Share
Cash dividend 4.47539992 4.2(Note 5) -
Stock
dividends
Dividends from
surplus earnings
- - -

Dividends from
capital reserve
- - -
Accumulated unpaid dividend - - -
Return on
investment
Price/earningratio(Note 2) 18.90 24.20 -
Price/dividend ratio(Note 3) 27.06 35.84 -
Cash dividendyield(Note 4) 3.69 2.79 -

Note 1: The highest and lowest market price of ordinary shares for each year are listed, while the average market price for each year is calculated based on trading value and volume in each year.

Note 2: Price/earnings Ratio = Average closing price per share for the current year/Earnings per share.

Note 3: Price/dividend ratio = Average closing price per share for the current year/Cash dividend per share. Note 4: Cash dividend yield = Cash dividend per share/Average closing price per share for the current year.

Note 5: The 2018 surplus allocation plan is currently pending approval from the 2019 Annual General Meeting.

54

  • (VI) Dividend policy of the Corporation and its implementation

  • Dividend policy stipulated in the Articles of Incorporation If the Corporation posts a net income after taxes as indicated in its final annual accounts for the current year, the Corporation shall first make up for the cumulative loss, then set aside 10% of the remaining profit as statutory reserve. If such statutory reserve amounts to the Corporation’s total paid-up capital, this provision shall not apply. In addition, based on the special reserves set aside as required by the law or the competent authority, the balance shall then be combined with the undistributed earnings at the beginning of the same period. The Board of Directors shall propose a surplus allocation plan to be submitted to the Shareholders' Meeting for approval. No share dividends and bonuses shall be allocated when the Corporation does not post a profit.

    • Where the Corporation does not post a loss, its legal reserve may be used to distribute new shares or cash for up to 25% of the sum of the said reserve have in excess of the paid-in capital.

    • Dividend payout shall be implemented according to the business condition of the Corporation and consider both future capital budgets and capital requirements of future development plans of the Corporation as well as shareholders’ interests. The Board of Directors shall formulate the category and amount of dividend payout, which shall, by principle, be no less than 60% of NIAT for the year. The Corporation's dividend payout ratio in 2018 and 2017 were 68% and 70%, respectively.

    • Since the Corporation is still in the growth stage, cash dividend distributed each year shall be no less than 20% of the total cash and stock dividends distributed for the year in consideration of funding needs of the Corporation’s future development plans.

  • Dividend payout plans proposed during the most recent Shareholder's Meeting With regard to the Corporation's 2018 surplus allocation plan, it was proposed during the Board of Directors' meeting on February 21, 2019 that a cash dividend of NT$4.2 per share will be allocated. Cash dividends will be allocated upon approval by the 2019 Annual General Meeting.

    • If provision of employee stock options or any other reasons affect the number of outstanding shares, thereby leading to changes in dividend payout ratio, it is proposed that the Shareholders’ Meeting fully authorizes the Board of Directors to handle the relevant issue.
  • (VII) Impact of stock dividends proposed by the Shareholders' Meeting on the Corporation's business performance and earnings per share (EPS): Not applicable.

  • (VIII) Rewards for employees and directors

  • Percentage or range of employee rewards and directors' rewards as stipulated in the Company's Articles of Incorporation.

    • If the Corporation records a profit, 5% to 20% of the said profit shall be set aside for employee rewards. The Board of Directors shall determine whether to issue rewards in the form of stocks or cash. Recipients of the said rewards shall include employees at the Corporation who satisfy specific criteria. The Corporation permits the Board of Directors to set aside no more than 1.5% of the aforementioned profit as directors' rewards. Proposals for the distribution of employee rewards as well as directors' rewards shall be submitted to the Shareholder’s Meeting.
  • Accounting treatment for the basis of estimating the amount of employee rewards and directors’ rewards, the basis of calculating the number of shares to be distributed as employee rewards, and for any discrepancy between the actual amount distributed and the estimated figures.

    • (1) According to the Corporation's Articles of Incorporation as well as past experience on the amount of rewards that may be distributed, the amount of employee rewards and directors' rewards in 2018 were NT$240,000,000 and NT$9,600,000, respectively, making up for 7.55% and 0.30% of the

55

Corporation's net income before taxes (the amount before deducting employee rewards and directors' rewards), respectively, thus fulfilling the limits prescribed by the Articles of Incorporation.

  - (2) Number of shares issued for employee rewards: 0.

  - (3) Accounting treatment for any discrepancy between the actual amount distributed and the estimated figures: Where the Board of Directors approved to make major changes to the amount of rewards issued before the approval and issuance of the financial statements, the said change shall be adjusted as annual expenses listed for the year. Where changes were still made to the said amount after approval and issuance of financial statements, the changes shall be treated as changes to accounting estimates, and be adjusted and entered into the accounts for the following year.
  1. Distribution of rewards as approved by the Board of Directors

    • (1) Where the value of the employee rewards as well as directors' rewards distributed in the form of cash or shares exhibit discrepancies with the recognized expenses and annual estimates, the sum, cause, and treatment of such discrepancies shall be disclosed: On February 21, 2019, the Board of Directors of the Corporation has approved cash distributions of NT$240,000,000 and NT$9,600,000 for employee rewards and directors' rewards, respectively. There was no discrepancy with recognized expenses and annual estimates.

    • (2) Amount of employee rewards distributed in the form of shares and its proportion of NIAT provided in the parent company-only financial statements and total sum of employee rewards: 0.

  2. The actual distribution of rewards for employees, directors, and supervisors (including the number, amount and price of shares distributed) in the previous year, as well as the amount, cause, and treatment of discrepancy between the actual amount of rewards distributed and the recognized amount of rewards shall be described:

    • In 2017, the Corporation distributed employee rewards totaled NT$310,000,000, whereas rewards for directors and supervisors totaled NT$9,600,000. There was no discrepancy between the actual amount of rewards distributed and the recognized amount of rewards.
  3. (IX) Repurchase of the Corporation's own shares: None.

56

II. Corporate bond (I) Issuance of corporate bonds

Type of corporate bond Type of corporate bond Second issuance of unsecured convertible corporate bonds in Taiwan
Issue(placement)date May23,2014
Par value NT$100,000
Place of issuance and trading (Note 1) Taiwan
Issueprice Issued atpar value
Total amount NT$2,000,000,000
Interest rate Coupon rate: 0%
Maturity 5 years Maturitydate:May23,2019
Guarantor Not applicable
Trustee Mega International Commercial Bank Co.,Ltd.
Underwriter TaishinSecuritiesCo.,Ltd.
Certified attorney Tai-Yuan Huang,Hwecker Law Firm
CPA Wen-Chin Lin andChen-MingLee,Deloitte&Touche
Repayment method Bondholders may convert these bonds to common shares of the
Corporation in accordance with Article 10 of the Regulations for the
Issuance and Conversion of the Second Unsecured Convertible
Corporate Bonds, or exercise repurchase rights in accordance to
Article 19 of these regulations, or redeem these bonds in advance in
accordance with Article 18 of these regulations, or buy back canceled
bonds at security firms. The Corporation shall provide a lump-sum
cash payment at par value of the bond upon maturity of the
Corporation’s convertible corporate bonds.
Outstanding principal balance 0
Date of tradingtermination November 7,2018
Terms of redemption or early
repayment
Refer to the Regulations for the Issuance and Conversion of the
SecondUnsecuredConvertibleCorporate Bonds of theCorporation
Restrictive terms(Note 2) None
Name of credit rating agency, rating
date and 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
annual report
Since the remaining number of the Corporation's second unsecured
convertible corporate bonds was lower than 10% of the original
number of these bonds, redemption right was exercised in
accordance with the "Regulations for the Issuance and Conversion of
Corporate Bonds", and trading of these bonds on TPEx were
terminated on November 7, 2018. The number of common shares of
the Corporation to which bondholders applied for conversion of
corporate bondswas 29,774,323shares.
Regulations for the Issuance
and Conversion of Corporate
Bonds
Refer to the Regulations for the Issuance and Conversion of the
Second Unsecured Convertible Corporate Bonds of the Corporation.
Possible dilution of equity or impact
on shareholders’ equity due to
regulations for the issuance and
conversion, exchange, or stock
subscription
A total of 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 the Corporation’s shares will
occur if the bond holders do not request for conversion. Bondholders
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 the Corporation’s operation privileges
and earnings pershare (EPS).
Name of custodian for underlying
bonds
Not applicable

Note 1: This field is to be completed for bonds of overseas companies.

Note 2: Restrictive terms include restrictions on the issuance of cash dividends, overseas investments, or requirements for maintaining a specific asset ratio.

57

(II) Information on 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
Item Year
2017
January 1, 2018 to the date of trading
terminationonNovember7,2018
Market price
of
convertible
corporate
bond

Maximum
265.00 309.00
Minimum 113.80 251.00
Average 136.10 284.40
Conversionprice 67.2~64.9 64.9~63.1
Issue (placement) date and
conversionprice on issue date
Issue date: May 23, 2014
Conversionprice on issue date: NT$74.2
Method for exercising conversion
obligation
Issuance of new shares
  • III. Preferred shares: None.

  • IV. Overseas depositary receipt: None.

  • V. Employee stock warrant

(I) Status of employee stock warrants of the Corporation that are yet to mature

As of April 20,2019
Type of employee stock warrant Employee stock warrant in 2012 Employee stock warrant in 2015
Date of effective registration September 17,2012 September 7,2015
Issue date July8,2013 March 25,2016
Number of units issued 6,000,000 units 7,900,000 units
Proportion of the number of
subscribable shares to the total
number of shares issued(%)
1.4398 1.8958
Subscriptionperiod 6years 6years
Method for exercisingstock warrant Issuance of new shares Issuance of new shares
Period and percentage of which
subscription is restricted (%)
Period Ratio of
subscribable shares
End of Year 2 40%
End of Year 3 70%
End of Year 4 100%
Period Ratio of subscribable
shares
End of Year 2 40%
End of Year 3 70%
End of Year 4 100%
Number of subscribed shares 5,190,200 shares 3,687,800 shares
Amount of unsubscribed shares NT$246,410,610 NT$230,973,860
Cumulative number of expired
shares
394,800 shares 443,000 shares
Number of unsubscribed shares 415,000 shares 3,769,200 shares
Subscription price per share of
unsubscribed shares
NT$45.4 NT$61.6
Proportion of the number of
unsubscribed shares to the total
number of shares issued(%)
0.0996 0.9045
Impact on shareholders' equity The Corporation may only refer
to the period to issue new stock
warrants two years after the issue
date of these stock warrants. The
warrant exercise period was also
6 years, meaning that they would
have a limited impact on the
dilution of shareholder equity.
The Corporation may only refer
to the period to issue new stock
warrants two years after the issue
date of these stock warrants. The
warrant exercise period was also
6 years, meaning that they would
have a limited impact on the
dilution of shareholder equity.

58

(II) Name and subscription status of managerial officers who have obtained employee stock warrants and employees ranked in the top 10 employees with the highest number of shares to which they have subscription rights through employee stock warrants acquired, up to the publication date of this annual report

As of April 20, 2019

As of April 20,2019 As of April 20,2019 As of April 20,2019 As of April 20,2019
Title
(Note 1)
Name Number of
subscribed
shares
(thousand
shares)
(Note 2)

Proportion
of the
number of
subscribed
shares to the
total number
of shares
issued (%)
(Note 4)
Implemented Not implemented
Number of
subscribed
shares
(thousand
shares)

Price of
subscribed
share
(NT$)
(Note 5)
Amount
of
subscribed
shares
(NT$ thousand)

Proportion of
the number of
subscribed
shares to the
total number
of shares
issued (%)
(Note 4)
Number of
unsubscribed
shares
(thousand
shares)
Price of
unsubscribed
share (NT$)
Amount of
unsubscribed
shares (NT$ thousands)
Proportion of
the number of
unsubscribed
shares to the
total number of
shares (%)
(Note 4)
Managerial officers CEO Leo
Huang
1,270
0.3048

910

45.4~
49.9

42,394

0.2184

360

45.4

16,344

0.0864
President I-Shih
Tseng
President David
Yang
President C. C. Ho
President Joe Lin
President George
Chang
Vice President Paul Ying
Vice President Steven
Liu
Vice President Benjamin
Huang
Vice President Max
Chang
(Note 6)
Vice President Herbert
Tsai
Vice President C. C. Fan
Vice President Bobby
Tseng
Vice President Vincent
Chen
Vice President Tony
Yang
Vice President Vincent
Wu
Vice President Lance
Ouyang
Vice President Jeff Lee
Employees (Note 3) Employee C. F.
Huang
893 0.2143 551 45.4~
63.4

28,908
0.1322 342 61.6 21,067 0.0821
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 Wen-
Chung
Chen

Note 1: It includes managerial officers and employees (special notes shall be provided for 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: It refers to the number of employee stock warrants obtained from 2012 to 2015. Note 3: It refers to a non-managerial employee ranked in the top 10 employees with the highest number of stock warrants acquired.

Note 4: Total number of shares issued refers to the number of shares listed in the change registration information held by MOEA. (On March 6, 2019, the number of shares listed in the change registration information held by MOEA was 416,717,387 shares)

Note 5: For the price of employee stock warrant already implemented, the subscription price at the time of implementation shall be disclosed. Note 6: Mr. Max Chang resigned on January 31, 2019.

59

VI. New restricted employee shares

(I) Implementation of new restricted employee shares

As of April 20, 2019

As of April 20, 2019
Type of new restricted
employee share
First issuance of new restricted
employee sharesin 2016
Second issuance of new restricted
employee sharesin 2016
Date of effective
registration
June 27, 2016 June 27, 2016
Issue date July 8, 2016 June 20, 2017
Number of new restricted
employee shares issued
3,100,000 shares 185,000 shares
Issueprice NT$10 NT$10
Proportion of the number of
new restricted employee
shares issued to the total
numberofsharesissued (%)
0.7439 0.0444
Vesting conditions for new
restricted employee shares
An employee must be employed for a
period of one year after subscribing for
new restricted employee shares and at
maturity in each vesting period.
Subscription of new restricted
employee shares must also comply
with the overall financial performance
of the Corporation and personal
performance assessment indicators.
The proportion of shares that may be
issued according to the fulfillment of
respective vesting conditions shall be
distributed according to regulations for
the issuance of new restricted
employee shares.
Ratio of shares to be issued under
various vesting conditions are listed as
follows:
End of Year 1: 10%
End of Year 2: 20%
End of Year 3: 30%
End of Year 4:40%


An employee must be employed for a
period of one year after subscribing for
new restricted employee shares and at
maturity in each vesting period.
Subscription of new restricted
employee shares must also comply
with the overall financial performance
of the Corporation and personal
performance assessment indicators.
The proportion of shares that may be
issued according to the fulfillment of
respective vesting conditions shall be
distributed according to regulations for
the issuance of new restricted
employee shares.
Ratio of shares to be issued under
various vesting conditions are listed as
follows:
End of Year 1: 10%
End of Year 2: 20%
End of Year 3: 30%
End of Year 4:40%
Restricted rights to new
restricted employee shares
1.
An employee may not sell,
pledge, transfer, provide as a gift
to other party, set up or using
other means to dispose of new
restricted employee shares.
2.
New restricted employee shares
may partake in dividend payouts
and cash capital increase
subscriptions. Dividend payout
that may be acquired is not
subject to vesting period
restrictions. Dividend payout to
be issued shall be remitted from a
trust account to a personal bank
account of the employee on the
date of issuance without any
surcharge.
3.
For an employee who has yet to
meet the vesting conditions,
attendance, proposal,speech,

1.
An employee may not sell,
pledge, transfer, provide as a gift
to other party, set up or using
other means to dispose of new
restricted employee shares.
2.
New restricted employee shares
may partake in dividend payouts
and cash capital increase
subscriptions. Dividend payout
that may be acquired is not
subject to vesting period
restrictions. Dividend payout to
be issued shall be remitted from a
trust account to a personal bank
account of the employee on the
date of issuance without any
surcharge.
3.
For an employee who has yet to
meet the vesting conditions,
attendance, proposal,speech,

60

voting rights, and other matters
related to shareholder equity in
the Shareholders’ Meeting shall
be commissioned to a trust
custodian shall be commissioned
to exercise matters related to
attendance, proposal, speech,
voting rights, as well as other
matters related to shareholder
equity in the Shareholders’
Meeting on behalf of the
employee.
voting rights, and other matters
related to shareholder equity in
the Shareholders’ Meeting shall
be commissioned to a trust
custodian shall be commissioned
to exercise matters related to
attendance, proposal, speech,
voting rights, as well as other
matters related to shareholder
equity in the Shareholders’
Meeting on behalf of the
employee.
Safekeeping of new
restricted employee shares
Once issued, new restricted employee
shares shall be handed over 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 of
new shares by employees
who have yet to meet the
vesting conditions
Before meeting the vesting conditions,
the Corporation may refer to law to
buy back new restricted employee
shares that have been issued at the
price of the original issuance and
extinguishthe shares accordingly.
Before meeting the vesting conditions,
the Corporation may refer to law to
buy back new restricted employee
shares that have been issued at the
price of the original issuance and
extinguishthe shares accordingly.
Number of new restricted
employee shares recovered
or repurchased
131,300 shares 27,000 shares
Number of new restricted
shares extinguished
896,700 shares 18,500 shares
Number of new restricted
shares yet to be
extinguished
2,072,000 shares 139,500 shares
Proportion of the number of
new restricted employee
shares to the total number of
sharesissued (%)

0.4972
0.0335
Impact on shareholders'
equity
Overall evaluation of the vesting
conditions, periods, and proportions
listed in the regulations for issuing
shares reveal that the said issuance had
a limited impact and dilution on the
earnings per share (EPS) of the
Corporation from 2016 to 2020, and
will not significantly affect
shareholders' equity.

Overall evaluation of the vesting
conditions, periods, and proportions
listed in the regulations for issuing
shares reveal that the said issuance had
a limited impact and dilution on the
earnings per share (EPS) of the
Corporation from 2017 to 2021, and
will not significantly affect
shareholders' equity.

61

(II ) Name of managerial officers and top 10 employees with the highest number of new restricted employee shares, and status of acquisition

of acquisition
As of April 20,2019
Title (Note 1) Name Number
of new
restricted
employee
shares
acquired
(thousand
shares)


Proportion of
the number of
new restricted
employee
shares to the
total number
of shares
issued (%)
(Note 3)
Restricted shares extinguished Restricted shares yet to be extinguished

Number of
restricted
shares
extinguished
(thousand
shares)

Issue
price
(NT$)

Issue
amount
(NT$ thousands)
Proportion of the
number of
restricted shares
to the total
number of shares
issued (%) (Note
3)

Number of
restricted
shares yet to
be
extinguished
(thousand
shares)
Issue
price
(NT$)
Issue
amount
(NT$ thousands)
Proportion of the
number of restricted
shares yet to be
extinguished to the
total number of
shares issued (%)
(Note 3)
Managerial officers CEO Leo Huang 1,410
0.3384 419 10 4,194 0.1006 952 10 9,520 0.2285
President I-Shih Tseng
President David Yang
President Joe Lin
President George
Chang
Vice President Paul Ying
Vice President Steven Liu
Vice President Benjamin
Huang
Vice President Max Chang
(Note 4)
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
Vice President Kenny
Wang
Vice President Cindy Tai
Vice President Galen Chou
Employees (Note 2) Employee C. F. Huang 450
0.1080

131

10

1,308

0.0314

315

10

3,150

0.0756
Employee Amy Huang
Employee Addin
Chuang
Employee Elia Huang
Employee Glen Yang
Employee Vincent
Chen
Employee Lawrence
Wu
Employee Ray Chi
Employee Jih-Hsiung
Hsieh
Employee Yung-Lung
Hsiao

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

Note 2: It refers to a non-managerial employee ranked in the top 10 employees with the highest number of new restricted employee shares acquired. Note 3: The total number of shares issued refers to the number of shares listed in the change registration information held by MOEA. (On March 6, 2019, the number of shares listed in the change registration information held by MOEA was 416,717,387 shares)

Note 4: Mr. Max Chang resigned on January 31, 2019.

62

VII. Issuance of new shares in connection with the merger or acquisition of other companies: None.

  • VIII. Implementation of capital utilization plan

  • (I) Content of the plan

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

    • Second issuance of unsecured convertible corporate bonds in Taiwan

      • (1) Content of the plan

        • Total amount of capital required for this plan: NT$2,180,372,000 Source: Issuance of corporate bonds worth NT$2,000,000,000 with a maturity of 5 years and an interest of 0%. 

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

  • (2) Capital utilization plan and expected progress

Unit: NT$ thousands

Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands
Item Expected
completion
date
Total
amount of
capital
required
Expectedprogress of capital utilization
2014 2015 2016
Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4
Construction
of factory
building

Q4 2016
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 benefits

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

Unit: units, sets; NT$ thousands

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

1,010,000

555,500

202,000
Integrated automaticmeasurement systems 20 20 600,000 240,000 90,000
2018 Precision electronic measurement
instruments
725
725

1,371,000

740,340

274,200
Integrated automaticmeasurement systems 25 25 1,000,000 390,000 150,000
2019 Precision electronic measurement
instruments
905
905

1,622,500

859,925

324,500
Integrated automaticmeasurement systems 28 28 1,120,000 442,400 168,000
2020 Precision electronic measurement
instruments
1,080
1,080

1,804,500

956,385

360,900
Integrated automaticmeasurement systems 35 35 1,550,000 596,750 232,500
2021 Precision electronic measurement
instruments
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

63

(II) Status of implementation

Unit: NT$ thousands

Unit: NT$thousands
Project item Status of
implementation
Q1 2019 As of Q1 2019 Reason for project being ahead of
schedule or behind schedule, and
improvement plans
Construction
of factory
building
Expenses Expected 2,180,372 Due to delays in land
requisition by the Ministry of
Interior, the land was handed
over to the Corporation in
stages after negotiations, and
the construction of factory
building was started in the third
quarter of 2015. At present, the
construction permit applied by
the Corporation has been
approved. In the first quarter of
2019, the Corporation has made
payments for matters including
glass curtain works, the 10th
phase of construction
management and inspection
services, the 4th phase of
interior design, the 3rd phase of
mechanical electrical changes,
steel structure works for the 5th
and 6th phases of new
construction works, the 5th
phase of air-conditioner works,
the 16th and 17th phases of
construction works, the 9th and
10th phases of mechanical and
electrical works, and audit fees
for the 4th phase of structural
changes. The construction of
the Corporation's factory is
expected to be completed in
2019. Although the project is
behind schedule, the project
remains currently in progress
according to the factory
construction project, with no
abnormal events identified.
Actual 232,775 1,343,488
Progress Expected 100.00%
Actual 10.68% 61.62%
Total Expenses Expected 2,180,372
Actual 232,775 1,343,488
Progress Expected 100.00%
Actual 10.68% 61.62%

The Corporation engaged in the second issuance of unsecured convertible corporate bonds to fund the construction of factory building. Due to delays in land requisition by the Ministry of Interior, the land was handed over to the Corporation in stages after negotiations, and the construction of factory building was started in the third quarter of 2015. As of the first quarter of 2019, the Corporation has made payments for matters including glass curtain works, the 10th phase of construction management and inspection services, the 4th phase of interior design, the 3rd phase of mechanical electrical changes, steel structure works for the 5th and 6th phases of new construction works, the 5th phase of air-conditioner works, the 16th and 17th phases of construction works, the 9th and 10th phases of mechanical and electrical works, and audit fees for the 4th phase of structural changes. The cumulative amount of payments made was NT$1,343,488,000, with capital utilization progress reaching 61.62%.

  • (III) Analysis of discrepancies between expected and actual benefits Due to delays in land requisition by the Ministry of Interior, the land was handed over in stages after negotiations. Based on the progress of factory building construction, the Corporation has obtained the construction permit approved by the competent authority, and the construction of factory building has begun. Therefore, the reason for the delay in actual capital utilization and benefits compared with the scheduled benefits is still reasonable.

64

Chapter 5 Operation Summary

  • I. Business content

  • (I) Scope of business

    1. Major content of business

The Corporation and its subsidiaries mainly engage in the design, assembly, manufacturing, trading, repair, maintenance, calibration and distribution of computer and peripheral equipment hardware and software, computer automated test systems, electronic test equipment, signal generators, power supplies and communication power supply equipment; trading of special materials; and the design, manufacture and installation of automatic equipment. The Corporation's current production lines include: 1. test instruments; 2. special materials; 3. automatic equipment.

  1. Proportion of various businesses Consolidated revenue:

Unit: NT$ thousands

Year
Product category

2017

2017
2018 2018
Amount Percentage of
revenue(%)
Amount Percentage of
revenue(%)
Test instrument equipment 9,932,614
66.66

9,724,331

57.43
Special materials 2,054,568
13.79

2,005,001

11.84
Automatic equipment 2,538,348
17.03

4,862,323

28.72
Others 375,816
2.52

339,473

2.01
Total net operatingrevenue
14,901,346

100.00

16,931,128

100.00
  1. Current products of the Corporation

  2. Power electronic test solution

    1. DC electronic load

    2. AC electronic load

    3. Regenerative AC load

    4. AC power source

    5. DC power supply

    6. Digital power meter

    7. Switching power supply automatic test system

    8. Battery simulator

    9. Chroma soft panel (graphic user interface)

  3. Electric vehicle test solution

    1. OBC & DC-DC converter automatic test system

    2. Battery simulator

    3. Battery test system

    4. DC power supply

    5. AC power source

    6. Electronic load

    7. Motor stator test system

  4. Automatic transformer test system/automatic components analyzer

  5. Battery test and automation solution 1. Battery pack/battery module automatic test system

    1. Battery cell formation system

    2. Battery pack automatic test system

    3. Battery cell balance maintenance automatic test system

    4. Electrical safety test solution

  6. Automatic optical inspection system

  7. Passive components test solution

    1. LCR meter/auto transformer test system

    2. Electrolytic capacitor tester

    3. High frequency AC tester

    4. Components test scanner

65

  1. Battery cell insulation tester

  2. Milliohm tester

  3. Passive components automatic test system

  4. Inductor test and packing machine

  5. Electrical safety test solution

  6. Partial discharge tester

  7. Lead-acid battery cell tester

  8. Electrical safety analyzer

  9. High potential tester/safety tester

  10. Ground bond tester

  11. Electrical safety test scanner

  12. Impulse winding tester

  13. Calibrator

  14. Automatic test system 10. Motor stator test system

  15. Video and color testing solution 1. Video pattern generator

  16. Color analyzer

  17. Automatic test system Flat panel display test solution

  18. Flat panel display tester

  19. OLED test system

  20. SHK 8K test solution LED/lightning & driver test solution

  21. LED total power test system

  22. ESD test system

  23. LED power driver test solution Photonics test solution

  24. Wafer level test

  25. Package level test Automatic optical inspection system

  26. Thermoelectric cooling chip controller

  27. Thermal data logger

  28. Photovoltaic/inverter test & automation solution 1. Photovoltaic sorter

  29. Automatic loading/unloading system

  30. C-Si solar cell tester

  31. Automatic optical inspection system

  32. Thermoelectric cooling chip controller

  33. Thermal data logger

  34. Hybrid PV inverter test solution Semiconductor/IC test solution

  35. SoC test system

  36. VLSI test system

  37. IC test handler

  38. Metrology system

  39. RF & wireless test solution

  40. Wireless test solution

  41. RF recorder / player

  42. GPS simulator

  43. PXI test & measurement solution

  44. PXI SMU/power supply instrument

  45. PXI semiconductor/IC test system Intelligent manufacturing system solution 1. Intelligent manufacturing system Turnkey test & automation solution

  46. Assembly & test automation solution Other solutions and services

  47. Electric vehicle powertrain solution

  48. General purpose instrument

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  1. New products under development

    • Next generation high power and high speed solar array simulator

    • Next generation high power density and constant power DC source

    • Next generation bi-direction power module platform

    • Next generation regenerative charger and discharger

    • Next generation high precision linear and modular DC load

    • High bandwidth hybrid type recycling linear load

    • Next generation portable/automotive flat panel display tester

    • 8K HDMI 2.1 pattern generator

    • High performance high speed and high current insulation tester with partial discharge measurement function

    • Ultra-high precision, wide current range battery cell analyzer

    • Next generation super capacitor automatic burn-in system

    • Semiconductor advanced packaging optical metrology system

  2. (II) State of the industry

  3. Current state and development of the industry

    • A. Instruments industry At the beginning of 2018, the information electronics industry flourished in various types of applications. With the emergence of the US-China trade war thereafter, the industry began to produce and ship goods in advance so as to respond to tariff increase, resulting in the illusion of economic prosperity. At the end of 2018, economic fundamentals trended downward due to excessive inventory. In 2019, manufacturers will reconsider their plans due to the US-China trade wars by not only changing their investment plans, but also diverting equipment investments toward intelligent manufacturing system.

  4. Power electronic test solution

  5. Power supplies represent a basic and core component of electronic equipment, and are widely utilized in various electronic products such as PC, servers, rechargers, displays, and industrial power supplies. The mobile communications, mobile power, mobile charging and battery industries are all booming. Power supplies are of critical importance to the LED industry and the solar photovoltaic and automotive electronics industries, leading to emerging demand for power supply test equipment. Power supply test equipment provided by the Corporation and its subsidiaries is not only used in PC, servo or telecom power supplies, chargers, and backlight inverter, but can also be applied to LED lighting, solar photovoltaics, and electric vehicle chargers. In response to the increasingly ubiquitous automation of manufacturing, the Corporation has also independently developed automatic test systems for power supply, as well as provided a software platform with powerful functions. Test solutions with built-in applications can offer a variety of industry application tests to maintain the Corporation's competitive advantage of its product lines. Due to wide range of applications, its product lines were able to sustain stable development.

  6. Video and color test solutions

  7. As Japan's NHK began testing its Super 8K (Super-Hi Vision) ultrahigh-definition resolution video in August 2016, the display industry will officially enter the 8K era during the 2020 Tokyo Olympics. To meet this requirement, the video and color test solutions must focus on the 8K Super-Hi Vision (7680x4320/8192 x 4320) tests for the upcoming panel and display industry. In the meantime, a modular architecture design must be adopted so that the solution can be combined flexibly with different signals or power modules and required test conditions. High flexibility, strong scalability, and the ability to support a variety of mainstream industry communication interfaces, enable this solution to be in line with the development of the industry.

  8. Passive components and safety test solutions

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After many years of consolidation and conservative expansion, the passive components industry has experienced severe supply shortages as demand increases, prompting manufacturers to accelerate capacity expansion, reduce labor costs, human errors, and improve data management, quality, and efficiency. All these have become trends in equipment development. Therefore, a new automation testing technology is provided to test the passive components and safety test by simplifying multiple test functions into one, such as the 11022 LCR Meter dual-frequency tester. For electrolytic and plastic film capacitors, a single unit can complete different frequency measurements, which reduces the number of test stations used. The automatic test system for components provides multi-step and multichannel test programs to meet diverse test applications. Semiconductor/IC test solutions

  • Semiconductor products serve as the pilot of the information and communications industry. Hence, China has been vigorously developing the semiconductor industry in recent years, thus resulting in a sharp increase in semiconductor-related test equipment in the Chinese market. Along with the continuous expansion of semiconductor applications in recent years, demand for semiconductor equipment has increased significantly. As a result, the Corporation offers a wide variety of test programs, and is able to perform large numbers of parallel tests to increase throughput per unit time, which is the development trend for test equipment manufacturers. Customized test equipment capable of satisfying specific requirements may be directly utilized to replace the general-purpose testers achieving significant reduction in costs. - Battery test and automation solutions

  • 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, market demand for power batteries has increased significantly, but related accidents are also common; therefore, 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 strive for testing automation and efficiency in the battery industry to provide customers with battery cells, modules, battery packs and battery system performance, environmental reliability, as well as safety testing and certification services. The key factors in the evolution of electric vehicles depend on the advancement of battery functions. With batteries becoming increasingly important, the quality and stability of batteries not only affect the range of electric vehicles, but also their safety. Hence, battery automation testing is an important part of the current development of electric vehicles.

  • Photovoltaic test solutions In mid-2018, China terminated subsidies for the solar energy industry that significantly affected the development of the solar energy industry. In other words, this industry is facing a severe elimination race. Demand for solar equipment has also been severely affected. It can only be hoped that the industry will recover in 2019.

  • B. Special materials In recent years, technical issues associated with copper wire packaging have gradually been overcome and improved, and downstream package manufacturers have accelerated the introduction and certification of copper wire packaging. Most of the packaging wire materials which use gold wires have been replaced by copper wires. Chroma New Material Corp., a subsidiary of the Corporation, will combine technical services provided by Japanese company, Nippon Micrometal Corporation to

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  • increase the added value of its products in order to consolidate the market share of high-tech threshold packaging products in the Taiwanese market.

  • Correlation with upstream, midstream and downstream sectors of the industry A. Measuring instruments and equipment These instruments and equipment belong to the test instrument sector in the information electronics industry. The Corporation primarily purchases parts and components from upstream suppliers, and assembles them to produce the test instrument and equipment, which are marketed and sold to customers under the Corporation’s brand name. The Corporation and its subsidiaries offer an extensive selection of solutions for product testing and validation purposes to customers in many fields such as video surveillance, passive components, LCD modules, LED, semiconductor, solar photovoltaics, and electric vehicle industries. The following diagram describes the relationship between the upstream, midstream, and downstream sectors in this industry:

Upstream
Boxes and cases
Printed circuit
boards (PCB)
IC
Other
components
Midstream
Assembly
Test
Sales
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, solar
photovoltaic and solar
power cells, and electric
vehicles industries
  • B. Special materials

    • The main products in the special materials business are gold wires, copper wires, and lead-free solder balls. Gold and copper wires are bonding wires used in the process of bonding semiconductor packaging wires. The primary business engaged by the Corporation’s subsidiary, Chroma New Materials Corp., is trading of special materials, and the downstream industry is the IC packaging industry.
  • C. Automatic equipment

  • Automatic equipment, which consists of metrology equipment, automation systems, and MES software capabilities, provide customers with automation solutions (turnkey solution). The main products offered by MAS Automation Corp., a subsidiary of the Corporation, are automated production and system integration for photovoltaic and TFTLCD, as well as clean room equipment planning and system integration.

    1. Development trends and competition for various products
  • A. Development trends of various products

    • (A) Instruments industry

      • Power electronics testing industry

        • The following describes the current 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.

        • Simulation of input and electrical grid distortion in response to regulatory requirements for testing of power supplies.

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

        • DC power supplies covering high voltage and current levels are able to reduce the required number of DC power supplies with DC/DC converter input, thus reducing testing costs.

        • High voltage, high frequency testing technology and low parasitic capacitance test fixtures for LCD Inverter testing

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  - can greatly improve the testing speed and stability.
  • Network data capture functions enable manufacturers to establish real-time production capacity control and perform quality statistical analysis.

  • Video testing industry

  • The display industry continues to progress toward high resolution. With the commencement of video broadcasting test via 8K super hi-vision by NHK beginning August 2016, the display area will officially enter the 8K during the 2020 Tokyo Olympics. Therefore, the resolution and interactive functions of displays are important, which rely on test equipment to provide the quality assurance. Adopting the product development trend of modular design, this test solution can be combined flexibly with different signals or power modules together with free combinations of test conditions. High flexibility, strong scalability, and the ability to support a variety of mainstream industry communication interfaces, enable this solution to the panels and displays with 8K super hi-vision resolution (7680x4320/8192x4320) for the current and future applications in the video industry.

  • Passive component testing industry At present, electronic products are becoming lighter, thinner, and smaller. As a result, the manufacturing, R&D, and quality of passive components used in these products are also moving towards high efficiency and precision levels. The following describes the trends for developing test equipment for passive components:

  • High speed precision measurement, integration equipment automation to improve production efficiency while reducing human negligence to enhance reliability.

  • Integrated testing of multiple parameters to reduce the production equipment and labor hours required, thereby lowering the production costs.

  • Provide complete test solutions for specific applications that help users establish systems rapidly to fulfill their test requirements, and receive comprehensive technical support.

  • • Provide network data log functions so that manufacturers can build up real-time production capacity control and perform quality statistical analysis.

  • Electric vehicle/battery test equipment The most important component in mobile devices and electric vehicles is battery module. Safety is the key factor of battery modules reliability that makes the testing of battery reliability is vital. As the battery production is extremely energy-consuming, automated instruments which are energy saving, high efficiency, high stability and safety have become an important trend in the development of the instruments industry.

  • Semiconductor/IC test solutions Since the manufacturing industry began to move towards intelligent manufacturing for Industry 4.0, the combination of integrated test equipment and automation has become a challenge for the instruments industry. The Corporation and its subsidiaries have actively combined integrated technologies in various areas, including electronics, motors, machinery, software, information and communications in order to respond to the development of such a trend in the past year, providing turnkey test solutions for different semiconductor products in production and process. New models feature a wide range of functions, while greatly reducing labor costs by automating test machines and significantly enhancing product quality, thereby fully highlighting the

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  • economic benefits of testing.

  • Photonics test solutions

Since Apple Inc. amazed the technology community by incorporating the facial recognition function into iPhone X, its key laser diode has become an important element for 3D sensing. This technology has recently been widely used, especially in face recognition, autonomous vehicles and existing fiber-optic communications. With the increase in demand for laser diodes, the quality and reliability of laser diodes become relatively important. Thus, the needs for various related test instruments are in the ascendant. The photonics test solutions include wafer-level test for laser diodes and package-level test for active optical communication components.

  • (B) Special materials

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

     - Gradual replacement of gold wire with copper wire due to cost considerations.

     - Need for copper wires with even smaller diameters and higher strength in response to miniaturization, high frequency, and high speed for final products.

     - Bonding capability and precision of wire bonding process in response to ever decreasing bonding pad areas on the die as a result of miniaturization.

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

    • The Corporation and its subsidiaries started working extensively with the electronics industry from its earliest stages of development. Strong foundation in the instruments industry and high barriers of entry in terms of product and techniques also allowed the Corporation and its subsidiaries to achieve leading positions in various product technologies. However, with the continuous launch of new products, the Corporation must also improve its R&D technologies for its instrument products to maintain product advantage. In addition, with rampant counterfeiting in third region due to relocation of industries in recent years, products of the Corporation and its subsidiaries also suffer from price competition involving counterfeit products. Hence, in order to maintain the competitive advantage of its products, the Corporation and its subsidiaries invested a considerable amount of manpower to apply for patents and safeguard the brand value. As production processes become increasingly automated, integrated test instruments and automatic equipment will provide the instruments industry with high levels of competitive advantages.
  • (III) Technologies and recent R&D efforts 1. R&D expenses invested in the two most recent years


considerable amount of manpower to apply for patents and safeguard the
brand value. As production processes become increasingly automated,
integrated test instruments and automatic equipment will provide the
instruments industry with high levels of competitive advantages.
ologies and recent R&D efforts
R&D expenses invested in the two most recent years

considerable amount of manpower to apply for patents and safeguard the
brand value. As production processes become increasingly automated,
integrated test instruments and automatic equipment will provide the
instruments industry with high levels of competitive advantages.
ologies and recent R&D efforts
R&D expenses invested in the two most recent years

considerable amount of manpower to apply for patents and safeguard the
brand value. As production processes become increasingly automated,
integrated test instruments and automatic equipment will provide the
instruments industry with high levels of competitive advantages.
ologies and recent R&D efforts
R&D expenses invested in the two most recent years
Unit: NT$ thousands
Item\Year
2017
2018
R&D expenses
1,212,383
1,254,553
Net operating revenue
14,901,346
16,931,128
Proportion of R&D expenses to net operating
revenue
8%
7%
Item\Year 2017 2018
R&D expenses 1,212,383 1,254,553
Net operating revenue 14,901,346 16,931,128
Proportion of R&D expenses to net operating
revenue

8%
7%
  1. Major R&D outcomes

  2. 2238 Video Pattern Generator

  3. 2918 Flat Panel Display Tester

  4. 7505-05 Multi-Functional Optical Measuring System

  5. 61509 Programmable AC Power Source

  6. 63000 Programmable DC Electronic Load

  7. ◎ 63000L Programmable DC Power Supply ◎ 66205 Digital Power Meter

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  • 1870D Inductor Test and Packing Machine

  • ◎ 1871 Inductor Layer Short Automatic Test System ◎ 11210 Battery Cell Insulation Tester ◎ 11050 High Frequency LCR Meter ◎ 19501-K Partial Discharge Tester ◎ 19311 Battery Cell Surge Tester ◎ 33010 PXIe Digital IO Card ◎ 3680 Advanced SoC Test System ◎ 3160C Tri Temp Quad Site Handler ◎ 3660C Tri-Temp SLT Handler ◎ 7940 Wafer Chip Inspection System ◎ 58620 Laser Diode Characterization System ◎ 58604 Laser Diode Burn-in and Reliability Test System ◎ 7505-K006 Cylindrical Battery Cell Automated Optical Inspection System ◎ 7505-K007 Thin Film Thickness Automated Optical Metrology System ◎ 3730-E Solar Cell Inspection Test/Sorting System ◎ 3760 Solar Cell Inspection Test/Sorting System

  • 17011 Battery Cell Charge/Discharge Test System

  • 17040 Regenerative Battery Pack Test System

  • 7925 TO-CAN Inspection System

  • 8000 Electric Vehicle AC Charging Compatibility Automatic Test System

    1. Future R&D plans

The Corporation has been running the precision measuring instrument and semiconductor testing business for many years, but has been unable to penetrate into wafer manufacturing. With TSMC taking the lead and becoming an extremely important component manufacturer in the electronic industry, how to penetrate into the testing sector in the field of semiconductor fabrication plant will be a major R&D subject of the Corporation in the coming years. The recent development trends in the IT industry include 3D applications, smart communications, and the development of the Internet of Things (IoT), which involve the use of various equipment in wireless communications to enter into the era of electric vehicles, autonomous vehicles and smart cities, lead the emergence of Industry 4.0 in the manufacturing industry and Finance 3.0 in the financial industry.

Therefore, the Corporation's R&D plan has also evolved with various industries, promoting the related automation equipment of Industry 4.0 and the development and integration of Turnkey Solutions, as well as the establishment of Industry 4.0 smart manufacturing related solutions. In response to the trend of IoT, the equipment for testing the electric vehicle, battery, wireless communication, VR and AR are developed. The Corporation and its subsidiaries are also committed to the R&D of products related to clean technology with the aim of developing relevant automatic test equipment.

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

  • Short-term development plans

    • (1) Build a strong global first-tier customer base to increase market share for each product.

      • The Corporation knows that marketing products to customers globally and obtains the certification of the first-tier customers is a strong guarantee for the Corporation's product quality, which helps increase the product's popularity, facilitate the promotion of products to the market, and enhance the market share for each product.
    • (2) Accelerate innovation, develop instruments and systems equipped with AI, and meet intelligent manufacturing needs.

      • With major industrialized nations facing issues such as aging population and high salaries, the development of AI to drive intelligent manufacturing can greatly reduce the use of manpower, while providing great possibilities for the manufacturing industry to engage in manufacturing in the US. Therefore, the Corporation has invested in big data analysis, and will deepen its foundation in machine learning and deep learning. The Corporation will apply AI technology to its intelligence measurement

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equipment, which can provide alerts regarding the health status of equipment, and integrate AI technology into intelligent manufacturing system to help customers execute big data analysis and perform forecasts during manufacturing to improve the process, thereby accelerating 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, the Corporation has established a product 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 serves as a basis for business decision-making to effectively improve quality and efficiency.

  • (4) Implement the 5300 program to enhance operation 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 enhance the operation scale.

  • Long-term development plans The Corporation’s long term goal and vision is to aggressively develop worldclass products and strive to become a world-class enterprise. World-class products are "precise, reliable and unique", offering test solutions with more value to customers in various electronic technology industries. Meanwhile, world-class enterprises are advancing toward three major directions, namely "innovative technologies, own brands, and internationalization." Thus, the Corporation invests a lot in R&D each year to ensure that the Corporation maintains its lead with its core technologies and highly integrated capabilities in optics, machinery, electronics, temperature control and software, in order to maintain its competitive advantage and growth, thereby achieving the goal of sustainable development.

  • (1) Marketing plans With the rise of work specialization at international level, manufacturing bases for the IT industry have started expanding outward. In order to provide customers with services of the highest quality, the Corporation and its subsidiaries have also established a sales network composed of overseas subsidiaries, as well as sales agents and dealers. With Taiwanese companies heading to Southeast Asia for investment in recent years, the Corporation has also formulated plans to set up sales and marketing locations in Southeast Asia through its subsidiary in Singapore. Besides, the headquarters provides support to various activities, in hopes of increasing revenue in this region. The Corporation fully promotes products with its own brand, and sets up strategic alliances with well-known international brands to serve as an agent to sell professional instruments through online market, in order to increase overall efficiency.

  • (2) Human resource plans Developing niche products has long been a goal of the Corporation and its subsidiaries. Having been engaging in technology-intensive industries, the Corporation and its subsidiaries must continuously nurture professional talents and strengthen employee training by establishing a knowledge management platform and learning database helping employees quickly gain competence in the field of professional technology through resource sharing, so as to effectively enhance human resources and reduce learning time.

  • (3) Product development plans The Corporation and its subsidiaries have penetrated the electronic product testing industry for many years, and thus their product development strategies have been keeping pace with the development of the industry. In addition to the products developed for testing semiconductors and flat panel displays, the Corporation has also invested in modular instruments, system integration, and a variety of customized automation products. With

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the rising labor costs and aged population, intelligent networks, industrial automation, and health care industries are becoming increasingly important. The Corporation's long-term product development plans will therefore focus upon the development of test equipment related to products in intelligent network systems in order to develop equipment related to industrial automation and health care. The Corporation will also be aggressively integrating the upstream and downstream industries, and utilize the merger and acquisition strategy to create opportunities for expanding relevant product lines.

II. Market, production and sales summary

  • (I) Market analysis

  • Major products by sales area

Area
Domestic
sales
Export sales
Total
2017
Percentage of net
operating revenue (%)

28
72
100
Unit: NT$ thousands
2018
Unit: NT$ thousands
2018
Amount
$4,157,800
10,743,546
$14,901,346
Percentage of net
operating revenue (%)

23
77
100
  1. State of the market

President Trump introduced policies which were different from the past since he took office, triggering trade barriers between various nations. However, the tax reduction measure he introduced stimulated economic growth, causing a moderate increase in inflation. The Fed began to adopt a moderate monetary tightening policy, but Europe and China continued to implement monetary easing. Yet, the emergence of the US-China trade war and US sanctions against major Chinese telecommunications firms Huawei and ZTE have affected the plans of various major industries. With the information electronics industry treading on thin ice, it was difficult for customers in both the Chinese and US camps to come up with different types of applications in order to drive industrial demand. Despite the development of autonomous vehicles, smart driving, IoT and smart manufacturing in Industry 4.0, investments in such technologies remained relatively conservative.

  1. State and growth of market supply and demand In 2018, the information electronics industry hit a new peak, in which a sharp increase in demand resulted in a serious shortage of components. However, inventory adjustment marked a prosperous ending at the end of 2018. In 2019, the manufacturing industry remains conservative and hesitant about expansion due to uncertainties resulted from the US-China trade war. Yet, China and South Korea have consecutively launched 5G and foldable mobile phones, thereby driving the communications industry. The market anticipates that the introduction of 5G technology will drive the development of autonomous vehicles and smart driving, thereby advancing 3D sensing needs. With the introduction of IoT and Internet of Vehicles (IoV), the development of wireless chargers, battery lifespan, virtual reality (VR) and augmented reality (AR) will drive limitless imagination in expanding applications related to these technologies.

  2. Favorable and unfavorable factors affecting competitive niches and long-term development, as well as response measures

  3. A. Test instrument equipment

    • (A) Competitive niche and favorable factors:

Having established operations all over the world, the quality of a variety of equipment produced by the Corporation are highly recognized by the world’s first-tier manufacturers. The Corporation also maintains good relationships with leading manufacturers of various products so it obtains real-time industry developments, invests in R&D immediately, and launches new measurement products in a timely manner, with a view to providing customer with R&D and solutions of the best quality during production. The

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Corporation has invested heavily in R&D over the years, accumulating a variety of key technologies, and developing a number of technologically advanced products, thus enabling the Corporation and its subsidiaries to stay ahead of the testing market. The competitive niches of the Corporation and its subsidiaries include effective control over sales channels, acquisition of the latest information about the industry, and ownership of key technologies. Besides, with an abundance of resources, the Group owns testing, automation, and factory management systems to provide customers with turnkey solutions. All these are favorable factors that help the Corporation and its subsidiaries maintain their market competitiveness.

  • (B) Unfavorable factors:

    • Instrument products are typically produced in small amounts and wide varieties, making mass production difficult. Production processes are often complicated and difficult to manage. Other unfavorable factors include complexity of test instruments, and a diverse range of material types required which results in high warehousing costs.
  • (C) Response measures: Since products are manufactured in small amount and wide varieties, the Corporation and its subsidiaries have adopted modular designs during the stage of product development, in which products with different specifications in a product line are centralized in the same module, while designs with common features in a product line are common modules to increase the production volume of common modules and reduce the amount of materials required for sections with different features. Besides, in order to strengthen production and inventory management, the IMS BU and the Information Center at the Corporation and its subsidiaries have also built a complete information management system according to the nature of industries to which they belong, with a view to enhancing management efficiency.

  • B. Special materials

  • (A) Competitive niche and favorable factors:

    • The Corporation's subsidiaries are the largest suppliers in Taiwan, and are able to provide customers with overall competitive value, including quality, price, delivery, technical support and other services, thereby serving as important competitive niches for the Corporation, which are responsible for helping the Corporation and its subsidiaries secure a growing market share.
  • (B) Unfavorable factors:

    • Key materials had to be imported, which offer a certain degree of uncertainty.
  • (C) Response measures:

Chroma New Material Corp., a subsidiary of the Corporation, has built a long-term partnership with Nippon Micrometal Corporation from Japan to supply materials to Chroma New Material Corp., so as not to affect its development.

  • (II) Major uses and production process of primary products

  • Major uses of primary products

    • Power electronic test solutions

      • In addition to applications in IT, communications, aerospace, defense, and other industries, the power supply test solutions provided by Chroma ATE Inc. are also applied to hybrid vehicles, LED lighting, solar power, fuel cells, and other energy saving products that were actively developed as natural resources become increasingly scarce. The Corporation also provides various industries with customized test solutions. The Corporation offers a wide variety of test equipment, including programmable AC power source, programmable DC power supply, DC

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electronic load, AC electronic load, digital power meter, and frequency response analyzer, which are required for specification tests and dynamic simulation for both input and output terminals of power supplies. Exclusive graphic operating software (Softpanel) and NI Labview drivers are also provided to help users conveniently utilize these solutions. The Corporation and its subsidiaries have independently developed an automatic testing system which includes a software platform that comes with powerful built-in functions, and integrates the necessary hardware instruments into the system so that users can independently edit the test items and analyze vast amounts of test data, which can then be used as a basis for R&D or quality assurance (QA) to make changes to products or improve factory processes. In addition to recent applications in PC, servo or telecom power sources, adapters, and chargers, other areas such as backlight inverters, LED drivers, energy-saving lamp ballasts, and even UPS, PV inverters, and electric vehicle supply equipment (EVSE) are also part of its scope of application. Also, the Corporation and its subsidiaries have a global technical applications support team, which us capable of providing customized plans for automation systems and production of testing fixtures.

  • Video & color test solutions

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

Color analyzers use advanced digital signal processors and photoelectric conversion technology and combined them with precision optical components and circuit design to 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, optical color analysis probes can be used to achieve simultaneous measurements of multiple points. This can then be integrated with the video pattern generator as well as a software operation interface for video signal analysis. All programmed tests could be carried out quickly using single button operations, making it the most competitive video and color testing solution available.

  • Passive component and safety test solutions

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 can be used to analyze the properties of the tested objects and provide design optimization for integrated applications such as automated production inspection, feed/discharge inspection, QA verification, and R&D analysis in order to satisfy the customer’s requirements for cost reduction and achieving better efficiency.

Electrical regulatory test equipment is widely employed in various types of electronic components, electrical products, or health care products. Major tests include AC/DC withstanding voltage and insulation resistance testing for electronic components as well as earth connection and grounding leakage current tests for electrical products or medical electronics. In addition to verifying product compliance with various safety specifications such as the UL (United States), CE (Europe), and TUV (Germany), the primary purpose of testing is to ensure personal

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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 concern.

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

  • Flat panel display test solutions

LCD module test solutions may be used in the assembly phase with shorting-bar signals to test for various defects in the panel and initiate laser reparations. During module processing, the dimensions of the panel as well as backlight properties (CCFL or LED BLU) are referenced. The source of the video signal and programmable power supply are then used to implement voltage, current, and power testing through an ergonomic testing interface on PC. An analysis application that uses both hardware and software features is then used to identify any bright pixels, defective pixels, color, resolution and other properties. Production line designs with automated conveyor belts can also be used to employ system-based controls to provide integrated network management functions for data analysis.

  • Semiconductor/IC test solutions

The Corporation has established a strong foundation in the field of semiconductor wafer testing for many years, and thus has a large number of product lines. 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 can be used to rapidly screen 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/lighting test solutions

LED test equipment of the 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 electrostatic discharge, thermal resistance, and temperature control (tri-temperature) can be carried out with simulated changes of environmental temperature and humidity and measuring the electrical and optical properties of the LED module. Test requirements for LED modules were primarily lifespan tests for LED Flash Lights, LED Light Bars, and OLEDs. Customized test solutions for electrical properties of LEDs and optical testing are also provided to satisfy various kinds of test requirements.

  • Photovoltaic 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 photovoltaic manufacturing. I-V testers could be used to measure cell conversion efficiency of solar cells and sort these cells according to conversion efficiency. Automatic optical testing is then

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performed to detect any color, top side, and back side printing defects of the solar cell. Finally, the category of the solar cell is used to implement relevant sorting. When assembling a PV system, the system inverter 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 & automation solutions

The Corporation's battery testing and automation solutions cover a wide range of products that possess features of 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, which helps save on electricity and air conditioning costs and reduce production costs. Scope of application for these solutions includes electric vehicle manufacturers, energy storage system vendors, and battery module plants. These solutions are suitable for battery management system testing, battery pack endurance testing, product shipment inspection, design verification research, and battery pack production line capacity learning and DC internal group testing and other purposes.

  • Photonics test solution

Photonics test solutions include a wafer-level test for laser diodes and package-level test for active optical communication components. With the Corporation's superior power electronics and optical measurement technology, alongside the integration of institutions and temperature control, the optical components can be burned in at different ambient temperatures for testing. 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 high-capacity vehicle designs. A large number of chips are used to perform various tests. In addition, AOI can increase the speed and reliability of automated inspections. The design of a highly stable temperature control platform enables the R&D engineers to accurately understand the relationship between laser 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 assorted 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 enhance production efficiency.

  • Production process

==> picture [412 x 171] intentionally omitted <==

78

(III) Supply of primary raw materials The Corporation and its subsidiaries manufacture a large variety of products in small quantities. A large quantity of raw materials would be required, with primary materials including programmable logic gate array IC, converter IC, memory, relays, structural materials, and PCB. The following describes the state of material supply:


Primary raw
material category

Main supplier

State of supply
Programmable
logic gate array IC
Galaxy Far East Corp.,
Weikeng Industrial Co.,
Ltd., and Answer
Technology Co., Ltd.
The three suppliers above, which serve as agents for
distributing and selling products made by world-
renowned manufacturers, are vendors which the
Corporation collaborates in the long run, and offers
products with stable quality and supply of goods.
Inverter IC Answer Technology Co.,
Ltd., Morrihan
International Corp., and
World Peace Industrial
Group
The three suppliers above, which serve as agents for
distributing and selling products made by world-
renowned manufacturers, are vendors which the
Corporation collaborates in the long run, and offers
products with stable quality and supply of goods.
Memory Weikeng Industrial Co.,
Ltd., Transcend
Information, Inc., and
Arrow Electronics, Inc.
The three suppliers above, which serve as agents for
distributing and selling products made by world-
renowned manufacturers, are vendors which the
Corporation collaborates in the long run, and offers
products with stable quality and supply of goods.
Electric relay Sumchip Technology Co.,
Ltd., IC-Hi Technology
Co., Ltd., and Bright
Toward Industrial Co.,
Ltd.

The three suppliers above, which serve as agents for
distributing and selling products made by world-
renowned manufacturers, are vendors which the
Corporation collaborates in the long run, and offers
products with stable quality and supply of goods.
Structural
materials
Chyuan Jyh Industry
Co.,Ltd., Gao Jing Jhun
Metal Co, Ltd., and
Chang Yang Electronics
Co., Ltd.
The three suppliers above, whose manufacturing
quality and supply of goods are relatively stable, are
responsible for supplying goods, and have
established good long-term relationship with the
Corporation.
PCB Lin Genius Enterprise Co.
Ltd., Speed Circuits Co.,
Ltd., and Golden Sum
Co., Ltd.

The three suppliers above, whose manufacturing
quality and supply of goods are relatively stable, are
responsible for supplying goods, and have
established good long-term relationship with the
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 the Corporation’s
subsidiary, Chroma New Material Corp.

Given the large variety of raw materials and components needed by the Corporation and its subsidiaries to manufacture precision instruments, all local and overseas purchases are handled by a single purchasing unit. Where possible, 2 or more suppliers were selected to ensure supplier replaceability, acquire competitive pricing, distribute purchasing risks, achieve reasonable cost reductions, and provide better services. The purchasing unit shall regularly review quotations offered by the supplier. QC and purchasing personnel shall conduct audits at the supplier end to ensure the stability of product quality while assessing the process capability of suppliers.

  • (IV) List of suppliers and customers accounting for 10 percent or more of the Corporation’s total purchases (sales) of goods in either of the two most recent years, amount and percentage of total purchases (sales) of goods, and reason for changes in these figures.

  • List of suppliers accounting for 10 percent or more of the Corporation's total purchases of goods in either of the two most recent years

79

Information on major suppliers in the two most recent years

Unit: NT$ thousands

Item 2017 2017 2017 2017 2018 2018 2018 2018

Name
Amount Proportion to net
purchases of
goods for the
entire year (%)
Relationship
with the
issuer
Name Amount Proportion to
net purchase
of goods for
the entire year
(%)
Relationship
with the
issuer
1 NMC 1,164,136
13.99

None
NMC 1,085,331
11.73

None
2 NMC(Philippines) 780,296
9.38

None
NMC(Philippines) 794,434
8.58

None
Others 6,378,055
76.63

-
Others 7,374,992
79.69

-
Net purchase 8,322,487
100.00
Net purchase 9,254,757
100.00

Explanation for any changes:

As NMC is the main supplier of the Corporation's subsidiary, Chroma New Material Corporation, the change in purchase of goods was mainly resulted from the decrease in the proportion of sales of special materials by NMC to its consolidated revenue in 2018. Therefore, the ratio of purchases of goods significantly reduced. Yet, NMC remains one of the two most important suppliers of the Corporation.

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

Information of major customers for the two most recent years

Unit: NT$ thousands

2017 2017 2017 2017 2018 2018 2018 2018
Item Name Amount Proportion to net
sales of goods for
the entireyear(%)
Relationship
with the
issuer

Name
Amount Proportion to net
sales of goods for
the entireyear(%)
Relationship
with the
issuer
1 Others 14,901,346
100.00
- Customer A 2,646,345
15.63

None
Others 14,284,783
84.37

-
Net sales 14,901,346
100.00
Net sales 16,931,128
100.00

Explanation for any changes:

These changes occurred due mainly to the fact that the revenue of MAS Automation Corp. under the Group in 2018 grew by 92%, and the total sales of goods to Customer A, an important sales customer of MAS Automation Corp., accounted for 15.63% of the total revenue of the Group.

(V) Production volume in the two most recent years

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

Year
Production volume
and value
Majorproduct
2017 2017 2017 2018 2018 2018
Production
capacity
(Note 1)
Production
volume
Production
value
Production
capacity
(Note 1)
Production
volume
Production
value
Test instrument equipment
-

82,080

3,098,167

-

80,981

2,741,528
Special materials -
-

-

-

-

-0
Automatic equipment -
203

2,504,014

-

178

4,001,230
Others -
21

971

-

153

6,103
Total -
82,304

5,603,152

-

81,312

6,748,861

Note 1: The Corporation and its subsidiaries adopt a production model of producing small amounts in wide varieties 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 this production model. For production processes, flexible manufacturing work stations are assembled based upon the number of man hours contributed by operators and test personnel, along with machinery and equipment. Production volume and capacity for various products shall be arranged according to the product market or purchase order requirements. Expected production volume is used to flexibly adjust production capacity in order to achieve maximum benefits using limited economic resources. Hence, stable capacity utilization rate can be maintained for all primary products listed above. The most flexible production plan can also be applied to products with market advantage in order to achieve optimal capacity utilization rate.

80

(VI) Sales volume in the two most recent years

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

Year
Sales volume
and value
Majorproduct
2017 2017 2017 2017 2018 2018 2018 2018
Domestic sales Export sales Domestic sales Export sales
Volume Value Volume Value Volume Value Volume Value
Test instrument 13,887 1,776,403
104,278

8,156,211

20,354
1,628,748
95,358

8,095,583
Special
materials
2,920,789,389 2,028,001
71

26,567
3,034,452,325 1,969,686
71

35,315
Automatic
equipment
133
30,209

70

2,508,139

107

147,298

71

4,715,025
Others - 323,187
-
52,629
-

176,142

-

163,331
Total 2,920,803,409 4,157,800
104,419
10,743,546 3,034,472,786 3,921,874
95,500
13,009,254

III. Employee information in the two most recent years up to the publication date of this annual report

Year 2017 2018 Current year up to February
28,2019
Number of
employees
Management and sales
personnel
1,258 1,341 1,333
Manufacturing personnel 856 854 835
R&Dpersonnel 757 791 788
Total 2,871 2,986 2,956
Average age 35.26 33.7 33.83
Averagework tenure 5.88 6.71 6.83
Proportion
for the
distribution
of academic
backgrounds
Ratio
PhD 0.91% 0.97% 0.97%
Masters 20.37% 21.40% 21.48%

University/college degree
63.97% 68.46% 68.49%

High school diploma
13.14% 7.55% 7.42%
Below high school 1.61% 1.63% 1.64%
  • IV. Environmental protection expenditure

  • (I) Total losses and fines from environmental pollution from the most recent year up to the publication date of this annual report: None.

    • In 2018, 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.
  • (II) Future response strategies

    • Located in the Huaya Technology Park in Linkou, the Corporation engages in a high tech and low polluting industry in the IT sector, which does not cause public hazards or pollution issues during the production process. Hence, there is no need for the Corporation to apply for a permit to establish pollution control facilities. For waste water and sewage issues, the Corporation only generates domestic sewage which undergoes 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 a waste removal and treatment company approved by the competent environmental protection agency. The waste removal and treatment company approved by the competent environmental protection authority is also entrusted to carry out proper disposal or recycling of business waste. The Corporation and its subsidiaries place great importance on environmental issues and comply with the relevant laws. Landscaping and aesthetics were considered when constructing factory buildings to provide green, spacious, clean, healthy, and comfortable areas for employees.

The Corporation and its subsidiaries also actively participate in activities related to green and environmental protection industries, and actively incorporate or develop greener operations and products for processes, products, services, and principles in

81

order to fulfill laws and requirements related to RoHS and toxic chemical substances of the customers and countries where the products are being sold to. These laws and requirements are also used as guidelines to achieve continuous improvements and sustainable management to achieve the final objective of green industries. When pursuing and maintaining the overall ecology and sustainable development, the Corporation and its subsidiaries are committed to technical improvements and breakthrough while fulfilling corporate responsibilities such as compliance with the law, social duties, and environmental protection. Stringent approaches are adopted to actively promote environmental management systems (EMS), safety and healthrelated activities, and pollution prevention measures in order to create an excellent, safe, and healthy work environment to safeguard employees’ physical and mental health.

  • V. Labor relations

  • (I) Various employee welfare measures, continuing education and training, retirement systems, and their implementation, as well as various labor-management agreements and measures for safeguarding employee rights and interests.

    1. Employee welfare measures The Corporation has established the Employee Welfare Committee in charge of coordinating and managing employee welfare funds, organizing employee social clubs and trips, ball games, social activities, and festive gifts for fellow employees. The plan also includes subsidies for employee marriage, passing of immediate family, 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.

    2. Continuing education and training To promote the employees’ competence, knowledge, and management skills required for their duties, the Corporation stipulated the Education and Training Management Regulations. The Corporation's business objectives, as well as results of departmental surveys, were compiled to formulate the annual training plan. Newly hired staff was 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 the results for the implementation of training the most recent year:


year:
Numberofemployees trained Training expenses (NT$ thousands)
9,605 1,891
  • Training courses include: training for newly hired staff, professional training, language training, management function training, and lifestyle seminars.

    1. Retirement system

The Corporation has established the Regulations for Employee Retirement in accordance with the Labor Standards Act, stipulating that 4% of the total monthly salary provided shall be contributed to the retirement reserve fund and deposited to at the Trust Department of Bank of Taiwan. On the other hand, the Employment Retirement Reserve Fund Supervision Committee has been established for monitoring the retirement reserve fund. As of July 1, 2005, regulations for employee retirement funds entered into force, contributions shall be deposited to the Employee's Pension Account established by the Bureau of Labor Insurance.

  1. Labor-management agreement

  2. The 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 are also established. Additionally, it promotes the efficiency of internal communication and encourages fellow employees to propose various recommendations. In addition to regular internal

82

communication meetings between various units, communication channels for employee relations were also established. Any employee inquiry or suggestions can be communicated using the “Employee Communication Helpline”, “Employee Communication Email”, and “Employee Communication Feedback Mailbox” in order to learn about the issues faced by employees, thereby preventing any possible labor disputes.

  1. Measures for safeguarding employee rights and interests To safeguard the employees’ rights and improve the living standards of fellow employees, additional labor-management communication channels have been established. The Corporation has also established the Employee Welfare Committee to plan the allocation, payment, preservation, and utilization of the employee welfare fund and to provide laws specified by relevant laws. Protection of employees’ rights and implementation of welfare systems shall comply with the relevant laws and regulations.

  2. (II) Any loss suffered due to labor disputes, estimated loss for current or future incidents that may occur, and response measures from the most recent year up to the publication date of this annual report, and reasons why a reasonable estimate cannot be made: None.

83

VI. Important contracts

Nature of
contract
Contracting
party
Start and end date
of contract
Major content Restrictive terms
Land
purchase and
sale contract
Ministry of
the Interior
After signing the
contract on April
18, 2012 until the
advance registration
of land for this
project is fully
terminated in
accordance with the
contract
The Corporation entered into a contract
with Heran Co., Ltd. and Dynapack
Corp. to participate in the "Tender for
the Industrial Development Zone in the
Taoyuan International Airport Access
MRT Station A7 Transit-Oriented
Development Zone". The total sum of
this contract was NT$ 10,088,889,990,
and the project covered a total land area
of 222,300 square meters. Shares held
by each member of the tender are as
follow: Chroma ATE Inc. 35%, Heran
Co., Ltd. 35%, and Dynapack
International Technology Corporation
30%.
When transferring
land property
rights, the seller
requested the
buyer to agree to
the condition of
providing notice
land registration to
this land as
undeveloped and
unused land.
Construction
contract
Lee Ming
Construction
Co., Ltd.
(1) February 24,
2017 to the project
acceptance date
(2) August 15th,
2017 to the project
acceptance date
(1) New construction of the
Corporation's Station A7 building.
(2) Electrical and mechanical works for
the Corporation's Station A7 building.
None
Construction
contract
Evergreen
Steel Corp.
March 2017 to the
project acceptance
date
Steel structure works for the
construction of the Corporation's
Station A7 building
None
Construction
contract
Lead Fu
Industrials
Corp.
August 15, 2017 to
the project
acceptance date
Glass curtain works for the construction
of the Corporation's Station A7 building
None
Medium-
term loan
contract
Taishin
International
Bank
2017.9.4~2020.9.4 Medium-term loan The financial
ratios must meet
the agreed criteria
during the duration
ofcreditline.
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
Medium-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.
(1) Share
transfer
agreement
(2)Share
purchase
agreement
(1)Camtek
(2) Priortech
2019.2.11 to Chroma will acquire a total of
6,117,440 shares from Priortech(the
controlling shareholder of Camtek) and
a further 1,700,000 new shares issued
by Camtek with cash payment of US$ 9.50 per share. The total cash
transaction will be US$ 74 million.
The delivery will
delivery condition
be carried out after

achievement
the completion of
the delivery
conditions in
accordance with
the agreement of

the equity sale and

purchase

agreement and the

equity transfer
agreement.

84

Chapter 6 Financial Summary

I. Condensed balance sheet and statement of comprehensive income in the five most recent years 1. Condensed consolidated balance sheet and statement of comprehensive income

Unit: NT$ thousands

Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands
Year
Item

Financial information in the five most recent years
2014(Note 1) 2015(Note 1) 2016 2017 2018
Current assets 9,184,704
9,632,600

11,212,692

14,105,784

13,231,273
Property, plant and equipment 2,712,962
2,767,608

2,714,127

2,664,584

3,389,889
Intangible assets 200,472
200,576

227,503

278,036

274,095
Other assets 2,871,838
3,459,655

4,478,456

4,969,208

6,307,207
Total assets 14,969,976
16,060,439

18,632,778

22,017,612

23,202,464
Current
liabilities
Before distribution 2,870,775
3,112,654

4,723,411

6,922,901

5,972,513
Afterdistribution 3,853,214
4,020,607
6,037,618 8,774,705 (Note2)
Non-current liabilities 2,726,113
3,416,489

3,121,516

1,631,882

2,539,602
Total
liabilities
Before distribution 5,596,888
6,529,143

7,844,927

8,554,783

8,512,115
After distribution 6,579,327
7,437,096

9,159,134

10,406,587

(Note 2)
Equity attributable to the owner
ofthe parent company
9,252,948
9,410,104

10,616,627

13,230,679

14,410,020
Capital stock 3,787,821
3,791,699

3,898,872

4,118,942

4,167,794
Capital surplus 1,256,654
1,302,269

1,960,159

3,187,289

3,469,637
Retained
earnings
Before distribution 3,737,083
3,952,185

4,735,275

5,972,296

6,795,059
After distribution 2,754,644
3,044,232

3,421,068

4,120,492

(Note 2)
Other equity 507,104
399,665

58,035

(12,134)
13,244
Treasury stock (35,714) (35,714) (35,714) (35,714) (35,714)
Non-controllinginterests 120,140 121,192
171,224

232,150
280,329
Total
equity
Before distribution 9,373,088
9,531,296

10,787,851

13,462,829

14,690,349
After distribution 8,390,649
8,623,343

9,473,644

11,611,025

(Note 2)
Year
Item
Financial information in the five most recentyears Financial information in the five most recentyears Financial information in the five most recentyears Financial information in the five most recentyears Financial information in the five most recentyears
2014 (Note 1) 2015 (Note 1) 2016 2017 2018
Operatingrevenue 10,307,085 9,692,365 11,624,369 14,901,346 16,931,128
Gross profit (Note 3) 4,046,270 4,221,340 5,428,322
7,068,872

7,458,293
Profitfromoperations 1,221,400 1,219,999 2,013,181
3,043,081

3,039,633
Non-operatingincome and expenses 302,113 262,673 28,876 78,986 268,457
Profit beforeincome tax 1,523,513 1,482,672
2,042,057
3,122,067 3,308,090
Netincomefromcontinuing operations 1,295,985 1,194,542
1,695,566
2,548,823 2,547,179
Lossfromdiscontinued operations



Net profit 1,295,985 1,194,542
1,695,566
2,548,823 2,547,179
Other comprehensive income (net value
aftertax)
4,567
(131,740)

(223,152)

(138,228)

3,487
Totalcomprehensiveincome 1,300,552
1,062,802

1,472,414

2,410,595
2,550,666
Net profit attributable to the owner of
the parent company
1,318,373
1,236,557

1,719,935

2,558,401

2,546,275
Net profit attributable to non-controlling
interests
(22,388)
(42,015)

(24,369)

(9,578)

904
Total comprehensive income attributable
to the ownerofthe parent company
1,320,288
1,102,621

1,501,612

2,425,174

2,546,584
Total comprehensive income attributable
tonon-controllinginterests
(19,736)
(39,819)

(29,198)

(14,579)

4,082
Earningsper share(NT$) 3.51 3.28 4.53 6.41 6.22

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

Note 2:[The 2018 surplus allocation plan has not been approved by the Annual General Meeting. As a result, these fields were left blank ] as a result.

Note 3:[The values listed are net realized gross profit from which unrealized gross profit are deducted.]

85

2. Condensed parent company-only balance sheet and statement of comprehensive income

Unit: NT$ thousands

Unit: NT$ thousands Unit: NT$ thousands Unit: NT$ thousands Unit: NT$ thousands Unit: NT$ thousands Unit: NT$ thousands Unit: NT$ thousands Unit: NT$ thousands Unit: NT$ thousands Unit: NT$ thousands
Year
Item

Financial information in the five most recentyears
2014(Note 1) 2015(Note 1) 2016 2017 2018
Current assets 6,015,641
5,999,691

7,709,289

8,212,509

6,640,159
Property, plant and equipment 1,907,429
1,844,215

1,805,031

1,789,099

2,493,620
Intangible assets 94,424
94,424

94,424

94,424

94,424
Other assets 5,274,245
6,026,586

6,977,507

8,463,667

10,098,682
Total assets 13,291,739
13,964,916

16,586,251

18,559,699

19,326,885
Current
liabilities
Before distribution 1,455,362
1,310,706

3,037,002

3,877,087

2,551,737
After distribution 2,442,795
2,220,906

4,351,427

5,731,511

(Note 2)
Non-current liabilities 2,583,429
3,244,106

2,932,622

1,451,933

2,365,128
Total
liabilities
Before distribution 4,038,791
4,554,812

5,969,624

5,329,020

4,916,865
After distribution 5,026,224
5,465,012

7,284,049

7,183,444

(Note 2)
Equity attributable to the
ownerofthe parent company
9,252,948
9,410,104

10,616,627

13,230,679

14,410,020
Capital stock 3,787,821
3,791,699

3,898,872

4,118,942

4,167,794
Capital surplus 1,256,654
1,302,269

1,960,159

3,187,289

3,469,637
Retained
earnings
Before distribution 3,737,083
3,952,185

4,735,275

5,972,296

6,795,059
After distribution 2,749,650
3,041,985

3,420,850

4,117,872

(Note 2)
Other equity 507,104
399,665

58,035

(12,134)
13,244
Treasury stock (35,714) (35,714) (35,714) (35,714) (35,714)
Non-controllinginterests



Total
equity
Before distribution 9,252,948
9,410,104

10,616,627

13,230,679

14,410,020
After distribution 8,265,515
8,499,904

9,302,202

11,376,255

(Note 2)
Item Year
Financial information inthefivemostrecent years
2014(Note1) 2015 (Note1) 2016 2017 2018
Operating revenue 5,135,199
4,539,441

7,233,315

8,018,006

7,546,840
Gross profit (Note 3) 2,752,917
2,519,834

3,763,579

4,116,862

3,916,720
Profit from operations 1,052,145
825,721

1,726,398

1,759,378

1,514,112
Non-operating income and expenses 431,832
548,464

281,123

1,106,336

1,414,496
Profit before income tax 1,483,977
1,374,185

2,007,521

2,865,714

2,928,608
Net income from continuing operations 1,318,373
1,236,557

1,719,935

2,558,401

2,546,275
Lossfromdiscontinued operations



Net profit 1,318,373
1,236,557

1,719,935

2,558,401

2,546,275
Other comprehensive income (net value
aftertax)
1,915
(133,936)

(218,323)

(133,227)

309
Total comprehensive income 1,320,288
1,102,621

1,501,612

2,425,174

2,546,584
Net profit attributable to the owner of the
parent company
1,318,373
1,236,557

1,719,935

2,558,401

2,546,275
Net profit attributable to non-controlling
interests




Total comprehensive income attributable
to the ownerofthe parent company
1,320,288
1,102,621

1,501,612

2,425,174

2,546,584
Total comprehensive income attributable
tonon-controllinginterests




Earnings per share (NT$) 3.51
3.28

4.53

6.41

6.22

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

Note 2: The 2018 surplus allocation plan has not been approved by the Annual General Meeting. As a result, 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

  1. Names of CPA and audit opinion for the five most recent years (1) Name of CPA and audit opinion for the five most recent years
Year Accountingfirm Name of CPA Audit opinion
2014 Deloitte & Touche Cheng-Ming Lee, Li-Wen Kuo Unqualified opinion
2015 Deloitte & Touche Yi-Wen Wang, Wen-Chi Kuo Unqualified opinion
2016 Deloitte & Touche Yi-Wen Wang, Wen-Chi Kuo Unqualified opinion
2017 Deloitte & Touche Cheng-Ming Lee, Wen-Chi Kuo Unqualified opinion
2018 Deloitte & Touche Cheng-Ming Lee, Wen-Chi Kuo Unqualified opinion
  • (2) Accounting firm, former and successor CPAs, and reasons for the replacement of CPAs in the five most recent years

  • 1) Reasons for replacing CPAs in 2014

    • a. Name of former and successor CPAs: Former CPAs: Wen-Chin Lin, Cheng-Ming Lee Successor CPAs: Cheng-Ming Lee, Li-Wen Kuo

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

    • c. Date of incident: April 30, 2014

    • d. Any disagreement related to accounting principles or audit items between former and successor CPAs: None.

  • 2) Reasons for replacing CPAs in 2015

    • a. Name of former and successor CPAs: Former CPAs: Cheng-Ming Lee, Li-Wen Kuo Successor CPAs: Yi-Wen Wang, Wen-Chi Kuo

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

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

    • d. Any disagreement related to accounting principles or audit items between former and successor CPAs: None.

  • 3) Reasons for changing CPAs in 2017

    • a. Name of former and successor CPAs: Former CPAs: Yi-Wen Wang, Wen-Chi Kuo Successor CPAs: Cheng-Ming Lee, Wen-Chi Kuo

    • b. Reason for change: To comply with the internal rotation system of Deloitte & Touche.

    • c. Date of incident: December 27, 2017

    • d. Any disagreement related to accounting principles or audit items between former and successor CPAs: None.

87

II. Financial analysis in the five most recent years 1. Consolidated financial analysis

Year
Analysis item(Note 3)
Year
Analysis item(Note 3)
Financial analysis for the five most recentyears Financial analysis for the five most recentyears Financial analysis for the five most recentyears Financial analysis for the five most recentyears Financial analysis for the five most recentyears
2014 (Note 1) 2015 (Note 1) 2016 2017 2018
Financial
structure
(%)
Debt ratio 37.39 40.65 42.10 38.85 36.69
Proportion of long-term capital
to property, plant, and
equipment
445.98 467.83 512.48 566.49 508.27
Debt-
paying
ability
(%)
Current ratio 319.94 309.47 237.39 203.76 221.54
Quick ratio 258.74 248.58 190.86 161.87 163.98
Interest coverage ratio 49.67 39.02 49.56 138.04 105.13
Operating
ability
Receivables turnover (times) 3.25 3.23 3.92 4.04 3.72
Average collection days 112 113 93 90 98
Inventory turnover (times) 3.46 2.73 2.77 2.97 2.95
Payable turnover (times) 4.77 4.02 3.62 3.15 3.45
Average inventory turnover days 105 134 132 123 124
Property, plant and equipment
turnover(times)
3.81 3.54 4.24 5.54 5.59
Total asset turnover (times) 0.74 0.62 0.67 0.73 0.75
Profitability Return on assets (%) 9.69 8.18 10.12 12.68 11.37
Return on equity (%) 14.80 13.25 17.18 21.46 18.42

Ratio of income before tax to
paid-in capital(%)
40.22 39.10 52.38 75.80 79.37
Net profit margin (%) 12.79 12.76 14.80 17.17 15.04
Earnings per share (NT$) 3.51 3.28 4.53 6.41 6.22
Cash flow Cash flow ratio (%) 42.76 72.88 42.36 39.71 21.19
Cash flow adequacy ratio (%) 103.43 89.78 84.19 89.99 77.28
Cash re-investment ratio (%) 2.31 9.82 8.31 10.36 (Note 2)
Degree of
leverage
Degree of operating leverage
(DOL)
1.25 1.27 1.17 1.10 1.10
Degree of financial leverage
(DFL)
1.03 1.03 1.02 1.01 1.01
Explain the reasons for changes in various financial ratios in the two most recent years (analysis is not required
if the change is within 20%).
The following describes the reason for changes to financial ratios that exceed 20% in the two most recent years:
1. Decrease in interest coverage ratio: It was mainly due to the increase in interest expense in 2018 compared
to the previous period.
2. Decrease in cash flow: It was mainly due to the decrease in net cash inflows from operating activities and
the increase in capital expenditures in 2018 compared with the previous period, resulting in a decrease in
cash flow ratio.

88

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

  • Note 2: Net cash flow from operating activities - cash dividends is negative. Therefore, the relevant ratio is not applicable. Note 3: The following lists the formulas used for performing the financial analysis: 1. Financial structure (1) Debt ratio = Total liabilities/Total assets. (2) Proportion of long-term capital to property, factory and equipment ratio = (Total equity + Non-current liabilities)/Net property, plant and equipment.

  • Debt-paying ability (1) Current ratio = Current assets/Current liabilities. (2) Quick ratio = (Current assets – Inventory – Prepaid expense)/Current liabilities. (3) Interest coverage ratio = Net income before income tax and interest expense/Current interest expense for the period.

  • 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 goods sold/Average inventory value.

  - (4) Payable turnover rate (including bills payable resulting from accounts payable and business operations) = Cost of goods sold/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 asset turnover rate = Net sales/Average total assets.

    1. Profitability (1) Return on assets [Net income after taxes + Interest expense (1– Tax rate)]/Average total assets. (2) Return on equity = Net income after taxes/Average total equity.

    2. (3) Net profit margin = Net income after taxes/Net sales.

  • (4) Earnings per share = (Net profit (loss) attributable to the owners of the parent company – Preferred dividends) / Weighted average number of shares outstanding.

    1. Cash flow (1) Cash flow ratio = Net cash flow from operating activities/Current liabilities.

    2. (2) Net cash flow adequacy ratio = Net cash flow from operating activities for the five most recent years/(Capital expenditure + Inventory increase + Cash dividend) for the most recent five years.

    3. (3) Cash reinvestment ratio = (Net cash flow from operating activities – Cash dividend)/Gross value of PP&E + Long-term investments + Other non-current assets + Working capital).

  • Degree of leverage (1) Degree of operating leverage = (Net operating revenue - Change in operating costs and operating expenses)/Operating income.

    • (2) Degree of financial leverage = Operating income/(Operating income - Interest expenses).
  • Note 4: The following shall be taken note of when using the abovementioned formula for calculating earnings per share: 1. Calculation is made based upon the weighted average of common shares and not the number of issued shares at the end of the year.

  • Where cash capital increase or transaction of treasury stock is involved, weighted average number of shares shall be calculated by taking into consideration circulation period.

  • Where recapitalization of retained earnings or recapitalization of Capital surplus is involved, retrospective adjustment shall be made according to the proportion of recapitalization when calculating annual and semiannual earnings per share. There is no need to consider the period of issuance for the said recapitalization.

  • If preferred shares cannot be converted into cumulative preferred shares, then dividends for the year (issued or not) shall be deducted from NIAT or increase net loss after tax. If preferred shares are non-cumulative, dividends for preferred shares shall be deducted from any NIAT resulting from this period. No readjustment is required for losses.

  • Note 5: The following items shall be taken note of during cash flow analysis:

  • Net cash flow from operating activities refers to the net cash inflows from operating activities in the statement of cash flows.

  • Capital expenditure refers to the amount of cash outflows from capital investments every year.

  • Inventory increase is only included in the calculation when the ending balance is greater than the beginning balance. Inventory decrease at the end of the year shall be calculated as zero.

  • Cash dividends include cash dividends for common shares and preferred shares.

  • Gross value of property, plant and equipment (PP&E) refers to the total value of PP&E before deducting accumulated depreciation.

  • Note 6: The issuer shall categorize operating costs and operating expenses as fixed and variable based on the nature of these items. Where estimates or subjective judgments must be made, care must be taken to ensure their validity and consistency.

  • Note 7: Where the share of the Corporation has no par value or its par value is not NT$10 per share, the abovementioned ratio of income before tax to paid-in capital shall be replaced with ratio of income before tax to equity attributable to the owner of the parent company listed in the balance sheet.

89

2. Parent company-only financial analysis

Year
Analysis item(Note 3)
Year
Analysis item(Note 3)
Financial information in the five most recentyears Financial information in the five most recentyears Financial information in the five most recentyears Financial information in the five most recentyears Financial information in the five most recentyears
2014 (Note 1) 2015 (Note 1) 2016 2017 2018
Financial
structure
(%)
Debt ratio 30.39 32.62 35.99 28.71 25.44
Proportion of long-term
capital to property, plant,
and equipment
620.54 686.16 750.64 820.67 672.72
Debt-paying
ability
(%)
Current ratio 413.34 457.74 253.85 211.82 260.22
Quick ratio 325.04 354.57 204.82 161.19 184.01
Interest coverage ratio 69.62 48.66 74.97 230.44 135.59
Operating
ability
Receivables turnover (times) 2.54 2.25 3.58 2.91 2.58
Average collection days 144 162 102 125 141
Inventory turnover (times) 1.73 1.34 2.13 2.07 1.75
Payable turnover (times) 5.07 3.55 3.94 3.01 3.01
Average inventory turnover
days
211 272 171 176 209
Property, plant and
equipment turnover(times)
2.68 2.42 3.96 4.46 3.52
Total asset turnover (times) 0.42 0.33 0.47 0.46 0.40
Profitability Return on assets (%) 11.01 9.25 11.41 14.62 13.53
Return on equity (%) 14.80 13.25 17.18 21.46 18.42

Ratio of income before tax to
paid-in capital(%)

39.18
36.24 51.49 69.57 70.27
Net profit margin (%) 25.67 27.24 23.78 31.91 33.74
Earnings per share (NT$) 3.51 3.28 4.53 6.41 6.22
Cash
flow
Cash flow ratio (%) 56.54 116.19 65.03 17.05 71.13
Cash flow adequacy ratio
(%)
82.31 74.59 72.41 61.09 63.58
Cash re-investment ratio (%) (Note 2) 4.46 8.88 (Note 2) (Note 2)
Degree of
leverage
Degree of operating leverage
(DOL)
1.16 1.24 1.14 1.12 1.12
Degree of financial leverage
(DFL)
1.02 1.04 1.02 1.01 1.01
Explain the reasons for changes in various financial ratios in the two most recent years (analysis is not
required if the change is within 20%).
The following describes the reason for changes to financial ratios that exceed 20% in the two most recent
years:
1. Increase in current ratio: It was mainly due to the decrease in long-term liabilities due within one year
in 2018.
2. Decrease in interest coverage ratio: It was mainly due to the increase in interest expense in 2018
compared to the same period in the previous year.
3. Decrease in property, plant and equipment turnover: It was mainly due to the decrease in revenue and
the increase in average net fixed assets in 2018.
4. Increase in cash flow ratio: It was mainly due to the increase in net cash flow from operating activities
and the decrease in current liabilities 2018.

90

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

  • Note 2: Net cash flow from operating activities - cash dividends is negative. Therefore, the relevant ratio is not applicable. Note 3: The following lists the formulas used for performing the financial analysis: 1. Financial structure (1) Debt ratio = Total liabilities/Total assets. (2) Proportion of long-term capital to property, factory and equipment ratio = (Total equity + Non-current liabilities)/Net property, plant and equipment.

    1. Debt-paying ability (1) Current ratio = Current assets/Current liabilities. (2) Quick ratio = (Current assets – Inventory – Prepaid expense)/Current liabilities. (3) Interest coverage ratio = Net income before income tax and interest expense/Current interest expense for the period.
    1. 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 goods sold/Average inventory value. (4) Payable turnover rate (including bills payable resulting from accounts payable and business operations) = Cost of goods sold/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 asset turnover rate = Net sales/Average total assets.

    1. Profitability (1) Return on assets [Net income after taxes + Interest expense (1– Tax rate)]/Average total assets. (2) Return on equity = Net income after taxes/Average total equity. (3) Net profit margin = Net income after taxes/Net sales. (4) Earnings per share = (Net profit (loss) attributable to the owners of the parent company – Preferred dividends) / Weighted average number of shares outstanding.
    1. Cash flow (1) Cash flow ratio = Net cash flow from operating activities/Current liabilities.
  • (2) Net cash flow adequacy ratio = Net cash flow from operating activities for the five most recent years/(Capital expenditure + Inventory increase + Cash dividend) for the most recent five years.

  • (3) Cash reinvestment ratio = (Net cash flow from operating activities – Cash dividend)/Gross value of PP&E + Long-term investments + Other non-current assets + Working capital).

    1. Degree of leverage (1) Degree of operating leverage = (Net operating revenue - Change in operating costs and operating expenses)/Operating income.
  • (2) Degree of financial leverage = Operating income/(Operating income - Interest expenses).

  • Note 4: The following shall be taken note of when using the abovementioned formula for calculating earnings per share: 1. Calculation is made based upon the weighted average of common shares and not the number of issued shares at the end of the year.

  • Where cash capital increase or transaction of treasury stock is involved, weighted average number of shares shall be calculated by taking into consideration circulation period.

  • Where recapitalization of retained earnings or recapitalization of Capital surplus is involved, retrospective adjustment shall be made according to the proportion of recapitalization when calculating annual and semiannual earnings per share. There is no need to consider the period of issuance for the said recapitalization.

  • If preferred shares cannot be converted into cumulative preferred shares, then dividends for the year (issued or not) shall be deducted from NIAT or increase net loss after tax. If preferred shares are non-cumulative, dividends for preferred shares shall be deducted from any NIAT resulting from this period. No readjustment is required for losses.

Note 5: The following items shall be taken note of during cash flow analysis:

  1. Net cash flow from operating activities refers to the net cash inflows from operating activities in the statement of cash flows.

  2. Capital expenditure refers to the amount of cash outflows from capital investments every year.

  3. Inventory increase is only included in the calculation when the ending balance is greater than the beginning balance. Inventory decrease at the end of the year shall be calculated as zero.

  4. Cash dividends include cash dividends for common shares and preferred shares.

  5. Gross value of property, plant and equipment (PP&E) refers to the total value of PP&E before deducting accumulated depreciation.

  6. Note 6: The issuer shall categorize operating costs and operating expenses as fixed and variable based on the nature of these items. Where estimates or subjective judgments must be made, care must be taken to ensure their validity and consistency.

  7. Note 7: Where the share of the Corporation has no par value or its par value is not NT$10 per share, the abovementioned ratio of income before tax to paid-in capital shall be replaced with ratio of income before tax to equity attributable to the owner of the parent company listed in the balance sheet.

91

  • III. Audit Committee's audit report on financial statements in the most recent year

Chroma ATE Inc.

Audit Committee’s Audit Report

This audit report was generated after a complete audit of the Corporation's 2018 business report, parent company-only and consolidated financial statements, and surplus allocation plan submitted by the Board of Directors, where the parent company-only and consolidated financial statements have been audited by CPAs Cheng-Ming Lee and Wen-Chi, Kuo of Deloitte & Touche. No discrepancies were found upon review of the abovementioned documents by the Audit Committee. This audit report is hereby submitted for review in accordance with Article 14-4 of the Securities and Exchange Act and Article 2019 of the Company Act.

Sincerely yours,

Chroma ATE Inc. 2019 Annual General Meeting

Chairman of Audit Committee: Tsung-Ming Chung

==> picture [56 x 53] intentionally omitted <==

March 7, 2019

  • IV. Financial statements in the most recent year: Refer to Page 111 to 202 of this annual report.

  • V. The Corporation's parent company-only financial statements audited and attested by CPAs in the most recent year: Refer to Page 203 to 281 of this annual report.

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

92

Chapter 7 Review and Analysis of Financial Condition and Performance, and Relevant Risk Events

I. Financial condition

Comparative analysis of financial conditions

Units: NT$ thousands; %

Year Difference Difference
December 31, 2018 December 31, 2017
Item Amount %
Current assets 13,231,273 14,105,784 (874,511)
(6%)
Property, plant and
3,389,889 2,664,584 725,305
27%
equipment
Investment property 3,137,187 0 3,137,187
-
Intangible assets 274,095 278,036 (3,941)
(1%)
Other assets 3,170,020 4,969,208 (1,799,188)
(36%)
Total assets 23,202,464 22,017,612 1,184,852
5%
Current liabilities 5,972,513 6,922,901 (950,388)
(14%)
Non-current liabilities 2,539,602 1,631,882 907,720
56%
Total liabilities 8,512,115 8,554,783 (42,668)
-
Capital stock 4,167,794 4,118,942 48,852
1%
Capital surplus 3,469,637 3,187,289 282,348
9%
Retained earnings 6,795,059 5,972,296 822,763
14%
Other equity 13,244 (12,134) 25,378
209%
Treasury stock (35,714) (35,714) 0
-
Non-controlling interests 280,329 232,150 48,179
21%
Total shareholders' equity 14,690,349 13,462,829 1,227,520
9%
1.
Major reasons and impact of any material change to the Corporation's assets, liabilities, or equity in the
two most recent years: (analysis of changes whose percentage exceeds 20%, and whose amount reaches
NT$10 million shall be provided)
(1) Increase in property, plant and equipment: It was mainly due to the acquisition of land rights
related to the development of Station A7 of the Taoyuan International Airport Access MRT.
(2) Increase in investment property: It was mainly due to the acquisition of land rights related to the
development of Station A7 of the Taoyuan International Airport Access MRT, and the transfer of
land for the development of Station A7 to investment property.
(3) Decrease in other assets: It was mainly due to the transfer of prepaid land and equipment payments
to property, plant and equipment, as well as investment property.
(4) Increase in non-current liabilities: It was mainly due to the increase in long-term borrowings.
(5) Increase in other equity: It was mainly due to the increase employees' unearned rewards.
(6) Increase in non-controlling interests: It was mainly due to cash capital increase at subsidiaries.
2.
Future response plan: These changes were considered part of normal business operations, and would not
lead to severe negative impacts upon overall financial operations of the Corporation and its subsidiaries.
3.
Futures responseplans: Not applicable.

93

II. Financial performance

Analysis of financial performance

Year Percentage of
2018 2017 Amount of change
Item change(%)
Operating revenue 16,931,128 14,901,346 2,029,782
14%
Gross profit (Note) 7,458,293 7,068,872 389,421
6%
Profit from operations 3,039,633 3,043,081 -3,448
0%
Non-operating income and
268,457 78,986 189,471
240%
expenses
Profit before income tax 3,308,090 3,122,067 186,023
6%
Net income 2,547,179 2,548,823 -1,644
0%
Other comprehensive
3,487 (138,228) 141,715
103%
income(net value after tax)
Total comprehensive income 2,550,666 2,410,595 140,071
6%
Net profit attributable to the

owner of the parent
2,546,275 2,558,401 -12,126
0%
company
Total comprehensive income
attributable to the owner of 2,546,584 2,425,174 121,410
5%
theparent company
1.
Major reasons and impact of any material change to the Corporation’s operating revenue, operating
profit, and earnings before tax (EBT) in the two most recent years: (analysis of changes whose

percentage exceeds 20%, and whose amount reaches NT$10 million shall be provided)

(1) Increase in non-operating income and expenses: It was mainly due to the increase in foreign

currency exchange gain.

(2) Increase in other comprehensive income for the period: It was mainly due to the increase in

unrealized gain or loss from equipment instrument investments measured at fair value and

exchange difference from the translation of financial statements of foreign operations.

2.
Expected sales volume and relevant data, possible impact on the company’s financial operations, and
response plans:
The Corporation has invested in integrated testing 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 highly

recognized and employed by international first-tier manufacturers. Looking forward to 2019, with the

adjustment of inventory, it is generally expected that the economy will be flat, while most investors are

adopting a wait-and-see approach. For the non-Apple camp in the information and communications

industry, Huawei and Samsung will be launching a new generation of mobile phones and 5G

communications, in which increased transmission speed will help to expand 3D sensing applications. It

is expected that promoting the development of electric vehicles will help increase demand for

semiconductor and photonics test equipment. Rising labor cost and the US-China trade war will lead to

an increase in demand for intelligent and automation equipment.

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

94

III. Cash flow

Analysis of cash liquidity

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

Unit: NT$ thousands

Unit: NT$thousands Unit: NT$thousands
Total net cash Remedial measures for
Initial cash
balance
Net cash inflow
from operating
activities
throughout the year

inflow (outflow)
from investing and
financing activities
throughout the year

Amount of
cash surplus
(deficit)
cash inadequacy
Investment
plan
Financing
plan
(Note)
5,076,411 1,265,787 (3,418,241)
2,923,957

Note: Net cash outflow from investing and financing activities was NT$3,465,877 thousand, and the effect of exchange rate was NT$47,636 thousand.

  1. Analysis of change in cash flow in the most recent year:

  2. (1) Operating activities: Net cash inflow from operating activities in 2018 was NT$1,265,787 thousand, which came mainly from business profits.

  3. (2) Investing activities: Net cash outflow from investing activities in 2018 amounted to NT$1,834,540 thousand, which was mainly used for making payment for the construction of the Station A7 Building.

  4. (3) Financing activities: Net cash outflow from financing activities in 2018 amounted to NT$1,631,337 thousand, which came mainly from the issuance of cash dividends.

    1. Remedial measures and liquidity analysis for cash inadequacy: Not applicable.

(II) Analysis of cash liquidity for the following year

Unit: NT$ thousands

Unit: NT$thousands Unit: NT$thousands
Expected net cash
Expected total net
Remedial measures for
inflow from cash inflow Expected expected cash inadequacy
Beginning cash operating (outflow) from amount of
balance activities investing and cash surplus Investment Financing
throughout the financing activities (deficit) plan plan
year throughout theyear
2,923,957
2,505,790

(3,512,804)
1,916,943
  1. Analysis of changes in cash flow in the most recent year

  2. (1) Operating activities: It mainly refers to cash inflow generated by business profits.

  3. (2) Investing activities: It mainly refers to cash outflow due to expected payment for the construction of the Station A7 factory building and equity investment in Camtek.

  4. (3) Financing activities: It mainly refers to cash outflow due to expected distribution of cash dividends and cash inflow generated by long-term borrowings.

    1. Remedial measures and liquidity analysis for expected cash inadequacy: Not applicable.
  5. IV. Impact of material expenditures on the Corporation's finances and operations in the most recent year

The Corporation made plans to invest NT$ 3.5 billion for expanding and constructing new Station A7 factory building. The construction will increase usable space. Expected adjustments to spatial layouts and production line configurations can 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 the Corporation.

The Corporation invested in the construction of the Station A7 factory building to expand production capacity and increase experiment area for R&D, and incorporated more R&D resources to develop more key technologies and products, in order to offer all-round turnkey test and automation solutions, in hopes of maintaining the long-term competitiveness of the Corporation, thereby providing the industry with products which are faster, more accurate and more reliable.

95

  • V. Investment policies in other companies, main reasons for profit / losses resulting therefrom, improvement plan, and investment plans for the upcoming year

  • (I) The most recent annual transfer of investment was mainly to increase the capital of the original investment company, and to invest in Singapore Quantel to establish sales locations 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 world in order to increase scale of operations.

  • (II) Profitability or loss analysis of invested companies

(I)
The most recent annual transfer of investment was mainly to increase the capital of the
original investment company, and to invest in Singapore Quantel to establish sales
locations 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 world in order to increase scale of operations.
(II)
Profitability or loss analysis of invested companies
(I)
The most recent annual transfer of investment was mainly to increase the capital of the
original investment company, and to invest in Singapore Quantel to establish sales
locations 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 world in order to increase scale of operations.
(II)
Profitability or loss analysis of invested companies
(I)
The most recent annual transfer of investment was mainly to increase the capital of the
original investment company, and to invest in Singapore Quantel to establish sales
locations 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 world in order to increase scale of operations.
(II)
Profitability or loss analysis of invested companies
(I)
The most recent annual transfer of investment was mainly to increase the capital of the
original investment company, and to invest in Singapore Quantel to establish sales
locations 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 world in order to increase scale of operations.
(II)
Profitability or loss analysis of invested companies
As of December 31,2018 Unit: NT$thousands
Name of company
Shareholding
percentage
Investment
gain(loss)
Description
NeworldElectronicsLtd.
100.0%
112,846 Gain resultingfromexcellent sales
Chroma New Material
Corporation
100.0%
44,611 Gain resulting from excellent sales
Chroma Investment Co., Ltd.
100.0%
(2,094) Net profit in 2018 was NT$6,749 thousand,
which was due to the deduction of dividend
income from the parent company, thereby
resultingin investmentlossforthe period.
Adlink Technology Inc.
11.3%
26,963 Good R&D capabilities and business
performance.
San Eagle Development Corp.
100.0%
121,538 Mainly derived from investment profits
recognized using the equitymethod
MAS Automation Corp.
100.0%
885,886 Significant sales growth, leading to profit
increase
Chi Incorporation Ltd.
100.0%
7,444 Mainly derived from investment gain
recognized using the equitymethod
Testar Electronic Corporation
67.2%
(1,876) Loss resulting from failure to meet revenue
expectations andrising cost
ChromaATE Inc. (USA)
100.0%
(5,875)Lossresultingfrompoorsales
Sensational HoldingLtd.
100.0%
1,851 Mainly derivedfrom rental income
Chroma Systems Solutions,
Inc.
25.0%
21,928 Establishment of a comprehensive sales
networkwithgood business performance.
Chroma ATE Europe B.V.
100.0%
21,939 Establishment of a comprehensive sales
networkwithgood business performance.
Chen HwaTechnologyInc.
100.0%
990Mainly derivedfromdividendincome.
Dynascan Technology Corp.
27.3%
21,014Gain resultingfromexcellent sales
Deep Red Holding Co., Ltd.
100.0%
45,430 Mainly derived from investment gain
recognized using the equitymethod
Chroma JapanCorp.
100.0%
(33,979)Lossresultingfrompoorsales
Chih Ho Shun Development
Co.,Ltd.
35.0%
38 Mainly derived from recognized interest
income.
Adivic Technology Co., Ltd.
51.0%
(20,641) Operational loss resulting from incomplete
R&D for new products andhigh R&Dcosts
EVT Technology Co., Ltd.
85.6%
(8,517) Losses resulting from product conversion and
incompleteR&D for new products
Quantel Private Ltd.
60.0%
16,888 Establishment of a comprehensive sales
networkwithgood business performance.
Innovative Nanotech, Inc.
71.1%
(22,503) A startup company which is still in the stage of
product development
Touch Cloud Inc.
78.1%
(11,563)Still in the stage ofproduct development
Name of company Shareholding
percentage
Investment
gain(loss)
Description
NeworldElectronicsLtd. 100.0% 112,846 Gain resultingfromexcellent sales
Chroma New Material
Corporation
100.0%
44,611
Gain resulting from excellent sales
Chroma Investment Co., Ltd. 100.0%
(2,094)
Net profit in 2018 was NT$6,749 thousand,
which was due to the deduction of dividend
income from the parent company, thereby
resultingin investmentlossforthe period.
Adlink Technology Inc. 11.3%
26,963
Good R&D capabilities and business
performance.
San Eagle Development Corp. 100.0%
121,538
Mainly derived from investment profits
recognized using the equitymethod
MAS Automation Corp. 100.0%
885,886
Significant sales growth, leading to profit
increase
Chi Incorporation Ltd. 100.0%
7,444
Mainly derived from investment gain
recognized using the equitymethod
Testar Electronic Corporation 67.2%
(1,876)
Loss resulting from failure to meet revenue
expectations andrising cost
ChromaATE Inc. (USA) 100.0% (5,875) Lossresultingfrompoorsales
Sensational HoldingLtd. 100.0% 1,851 Mainly derivedfrom rental income
Chroma Systems Solutions,
Inc.
25.0%
21,928
Establishment of a comprehensive sales
networkwithgood business performance.
Chroma ATE Europe B.V. 100.0%
21,939
Establishment of a comprehensive sales
networkwithgood business performance.
Chen HwaTechnologyInc. 100.0% 990 Mainly derivedfromdividendincome.
Dynascan Technology Corp. 27.3% 21,014 Gain resultingfromexcellent sales
Deep Red Holding Co., Ltd. 100.0%
45,430
Mainly derived from investment gain
recognized using the equitymethod
Chroma JapanCorp. 100.0% (33,979) Lossresultingfrompoorsales
Chih Ho Shun Development
Co.,Ltd.
35.0%
38
Mainly derived from recognized interest
income.
Adivic Technology Co., Ltd. 51.0%
(20,641)
Operational loss resulting from incomplete
R&D for new products andhigh R&Dcosts
EVT Technology Co., Ltd. 85.6%
(8,517)
Losses resulting from product conversion and
incompleteR&D for new products
Quantel Private Ltd. 60.0%
16,888
Establishment of a comprehensive sales
networkwithgood business performance.
Innovative Nanotech, Inc. 71.1%
(22,503)
A startup company which is still in the stage of
product development
Touch Cloud Inc. 78.1%
(11,563)
Still in the stage ofproduct development
  • (III) Improvement plan

  • Adivic Technology Co., Ltd.: The WiFi test instruments developed by Avidic Technology has been provided to customers for verification. In mid-2018, some products have been completely verified by customers, while better performance has been recorded in the fourth quarter of 2018. It is expected that turnover can increase in 2019, thereby improving business performance.

  • EVT Technology Co., Ltd.: EVT Technology is now working with the Corporation to develop production lines for electric vehicle parts, expected improvement in business performance upon completion and release of R&D product in the market.

  • Innovative Nanotech, Inc.: Innovative Nanotech continues to invest in R&D. Its

96

products have met customer requirements, and are currently being verified by customers and suppliers.

  1. Touch Cloud Inc.: Touch Cloud integrated its software with the Corporation's hardware, and built an AI platform to achieve expected turnover and profit.

(IV) Investment plans for the coming year: Taking into consideration future development strategies, as well as to improve business performance, the Board of Directors passed the resolution, on February 11, 2019, to acquire a total of 7,817,400 shares of the Israeli company, Camtek Ltd. at a price of US$9.5 per share, equivalent to a shareholding percentage of 20.5%. The total amount of investment involved was US$74,265,680.

  - It is hoped that this investment can enhance the Corporation's AOI and 3D metrology test technology capabilities, and penetrate into the foundry and advanced packing market, thereby enhancing the Group's international operational capabilities and increasing financial efficiency.
  • VI. Risk analysis and assessment of the most recent year up to the publication date of this annual report

  • (I) Changes to interest rates, currency exchange fluctuations, and inflation and how these may impact the Corporation penetrate loss as well as future response measures

    1. Changes to interest rates and resulting impact to the Corporation's gain or loss as well as future response measures

      • (1) Changes to interest rates and impact on the gain or loss of the Corporation and its subsidiaries
Changes to interest rates, currency exchange fluctuations, and inflation and how these
may impact the Corporation penetrate loss as well as future response measures
1.
Changes to interest rates and resulting impact to the Corporation's gain or loss
as well as future response measures
(1)
Changes to interest rates and impact on the gain or loss of the Corporation
and its subsidiaries
Changes to interest rates, currency exchange fluctuations, and inflation and how these
may impact the Corporation penetrate loss as well as future response measures
1.
Changes to interest rates and resulting impact to the Corporation's gain or loss
as well as future response measures
(1)
Changes to interest rates and impact on the gain or loss of the Corporation
and its subsidiaries
Changes to interest rates, currency exchange fluctuations, and inflation and how these
may impact the Corporation penetrate loss as well as future response measures
1.
Changes to interest rates and resulting impact to the Corporation's gain or loss
as well as future response measures
(1)
Changes to interest rates and impact on the gain or loss of the Corporation
and its subsidiaries
Unit: NT$thousands
Item/Year
2017
2018
Interest expense
22,782
31,768
Net operatingrevenue
14,901,346
16,931,128
Operating profit
3,043,081
3,039,633
Interest expense/Operatingrevenue (%)
0.15
0.19
Interest expense/Operating profit (%)
0.75
1.05
Item/Year 2017 2018
Interest expense 22,782 31,768
Net operatingrevenue 14,901,346 16,931,128
Operating profit 3,043,081 3,039,633
Interest expense/Operatingrevenue (%) 0.15 0.19
Interest expense/Operating profit (%) 0.75 1.05

Interest expenses of the Corporation and its subsidiaries in 2017 and 2018 were NT$22,782 thousand and NT$31,768 thousand, respectively, while the interest expenses and operating profit margin of the Corporation and its subsidiaries were 0.75% and 1.05%, respectively. These changes in interest expenses were of no significant influence to the Corporation and its subsidiaries.

  • (2) Future response measures

The Corporation and its subsidiaries have been carrying out capital planning based on the principle of stability and conservativeness, and focus primarily on safety and liquidity. Measures undertaken by the 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 personnel at the 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 the Corporation’s profitability as a result of changing interest rates.

97

  1. Currency exchange fluctuations and resulting impact to the Corporation's gain or loss as well as future response measures (1) Currency exchange fluctuations and its impact on the gain or loss of the Corporation and its subsidiaries

Corporation and its subsidiaries

Corporation and its subsidiaries

Corporation and its subsidiaries
Unit: NT$thousands
Item/Year 2017 2018
Net exchangegain (loss) (133,637) 97,928
Net operatingrevenue 14,901,346 16,931,128
Operatingprofit 3,043,081 3,039,633
Profit before income tax 3,122,067 3,308,090
Proportion of net profit (loss) on exchange net to operating revenue
(%)

(0.90)
0.58
Proportion of net profit (loss) on exchange to operatingprofit (%) (4.39) 3.22
Proportion of net profit (loss) on exchange to earnings before tax
(EBT) (%)

(4.28)
2.96

The Corporation and its subsidiaries have provided accounts payable and receivable calculating value in US dollar. Hence, fluctuations in the US dollar exchange rate correlate with changes in exchange gain (loss) of the Corporation and its subsidiaries. Exchange gain (loss) in 2017 and 2018 were (NT$133,637) thousand and NT$97,928 thousand, respectively, whereas the proportion of exchange gain (loss) to profit before tax in 2017 and 2018were (4.28)% and 2.96%, 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 achieve a natural hedging effect. In addition, the financial department also collects information on the exchange rate on a daily basis to fully understand the changes in exchange rates, and adjust foreign currency positions in a timely manner. The Corporation and its subsidiaries initiate the operation of foreign currency hedging instruments in a timely manner in accordance with the “Procedures for Handling Derivative Trading”, with a view to reducing the impact of exchange rate fluctuations on the Corporation and its subsidiaries.
  1. Inflation and its impact on the Corporation’s gain or loss as well as future response measures

    • (1) Inflation and its impact to the gain or loss of the Corporation and its subsidiaries

      • The Corporation and its subsidiaries has not been affected by inflation severely enough to result in major impact to the gains or losses to the Corporation and its subsidiaries during the period of the most recent year up to the publication date of this annual report.
    • (2) Future response measures The Corporation and its subsidiaries are minimally affected by inflation, but will continue to monitor changes in the prices of upstream and downstream products to reduce its impact on their gains or losses as a result of cost changes.

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

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

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

98

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

  • (2) Future response measures

The Corporation and its subsidiaries focus upon specialized businesses and adopt a conservative and stable financial operation in principle. No capital is used in 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 Loans, endorsements, and guarantees shall be, in principle, provided to affiliated companies or companies that the Corporation and its subsidiaries have business dealings with. Interest rates of loans provided by the Corporation and its subsidiaries shall be, by principle, higher than shortterm loan interest rates provided by financial institutions to the Corporation and its subsidiaries.

  3. (2) Future response measures The 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.

  4. Policies on derivatives trading, major reasons for profits or losses as well as future response measures

  5. (1) Policies when engaging in derivatives trading and major reasons for profits or losses

    • All derivatives trading engaged by the Corporation and its subsidiaries include hedging of foreign exchange risks generated by the assets or liabilities. No derivatives trading have been implemented in the most recent fiscal year up to the publication date of this annual report.
  6. (2) Future response measures The 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, the 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.

99

(III) Future R&D plans and expected investments in R&D

R&D plan Current progress Expected
completion
time
Additional
investments
required
(NT$)

Remark
Next generation high power and high speed solar
array simulator

Design verification
phase
Q2 2019 5 million
Next generation high power density and constant
power DC source

Design verification
phase
Q3 2019 7 million
Next generation bi-direction power module
platform
Design verification
phase
Q4 2019 20 million
Next generation regenerative charge/discharge
tester for public electrical equipment
Design planning
phase
Q3 2019 5 million
Next generation bi-direction charger for battery
cell testing
Design planning
phase
Q4 2019 8 million
High frequency mixed regenerative linear load
development project
Design planning
phase
Q3 2019 6 million
Next generation portable/automotive flat panel
display tester
Design review
phase
Q3 2019 5 million
8K HDMI 2.1 pattern generator Design review
phase
Q3 2019 10 million
High performance high speed and high current
Insulation tester with partial discharge
measurement function
Design verification
phase
Q4 2019 4 million
Ultra-high precision, wide current range battery
cell analyzer
Design planning
phase
Q1 2020 12 million
New generation super capacitor automatic aging
system
Design verification
phase
Q2 2019 3.5 million
Advanced semiconductor packaging optical
metrologysystem
Design verification
phase
Q4 2019 4.5 million
  • (IV) 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 the Corporation and its subsidiaries.

  • (V) Changes in technology and industry that will impact the Corporation's financial operation with countermeasures

  • The Corporation produces instruments for the technology sector which enjoy longer life cycles. The Corporation also has a wide selection of product lines and would not be easily affected by changes to the technology or industry.

  • (VI) Changes in corporate image that will impact the Corporation's risk management with countermeasures

  • The Corporation and its subsidiaries enjoy good business images and would not be subject to changes that negatively affect their corporate images.

  • (VII) Expected benefits, possible risks and response measures for merger and acquisition The Corporation invested in Touch Cloud Inc., in hopes of enhancing and integrating the software R&D capabilities of its product lines to increase marketing opportunities and scale of operations. In addition, the Corporation invested in the establishment of Innovative Nanotech, Inc., in hopes of advancing semiconductor test solutions to frontend processes to provide customers with more comprehensive semiconductor/IC test solutions.

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

  • Expansion of factory buildings allows the Corporation and its subsidiaries to increase its productivity, gain the ability to receive more purchase orders, improve revenue and profitability, and increase market share. Expansion of factory buildings by the Corporation and its subsidiaries has been carefully reviewed to ensure that customers’ requirements are met while achieving optimal use of corporate capital.

100

  • (IX) Risks resulting from consolidation of purchase or sales operations and response measures

  • Purchasing risks Purchases from NMC by the Corporation and its subsidiaries amounted to 20.31% and 23.37% of the total purchases made in 2018 and 2017, respectively, thus indicating centralized purchasing from the same group. The scenario was mainly due to the fact that gold wires, copper wires, and other special materials provided by NMC are of higher quality compared to those provided by Japanese or Korean companies such as Tanaka, NKE, and Heesung, and thus better meet the product quality requirements of downstream semiconductor packaging clients. The amount of purchases made from various suppliers by the 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 the Corporation and its subsidiaries to produce their products, all local and overseas purchases are handled by a single purchasing unit. Where possible, two or more suppliers are selected to ensure supplier replaceability, acquire competitive pricing, spread purchasing risks, achieve reasonable cost reductions, and provide better services. Also, the 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 the 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 the Corporation and its subsidiaries and their main suppliers, no major non-conformities have been identified so far. Since establishment, the Corporation and its subsidiaries have achieved positive interaction with their main suppliers. Hence, no material shortage or supply interruption has yet to occur.

  • Sales risks The 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 the Corporation and its subsidiaries. Hence, the Corporation and its subsidiaries are actively developing new customers to achieve business stability and growth. Currently, most customers were listed companies or renowned companies in Taiwan and other countries. Revenue from automatic equipment in 2018 and 2017 were NT$4,862,323 thousand and NT$2,538,348 thousand, respectively, where revenue from the largest customers of the combined company in 2018 and 2017 were NT$2,646,345 thousand and NT$714,907 thousand, respectively. Due to shipment of automatic equipment in 2018, revenue from one single customer accounted for more than 10% of the total revenue of the Group.

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

  • 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 from 2018 up to the publication date of this annual report.

  • (XI) Impact, risk, and response measures related to any change in governance rights in the company

  • The 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, the Corporation and its subsidiaries did not experience any changes their governance rights.

  • (XII) Any litigious or non-litigious matters or administrative disputes up to the publication date of this annual report where the company and company directors, supervisors, general managers, person with actual responsibility in the company, and major shareholders holding more than 10% of the company's shares who have been concluded through final judgment or still under litigation, to be a party thereof, and

101

where the results thereof could materially affect the shareholders’ equity or prices of the company’s securities, as well as the facts of the dispute, amount of money at stake, date of litigation commencement, and main parties to the litigation: None. (XIII) Other material risks and response measures: None.

  1. Organizational context and risk management

  2. (1) Risk management organization: The highest-ranking officer at various business units and centers are responsible for promoting organizational context and stakeholder needs and expectation analyses, risk identification and assessment, as well as handling and communicating organizational context and stakeholder needs and expectation analyses.

  3. (2) Information security risk management and response measures To protect R&D assets and maintain information security, a highavailability remote backup mechanism has been planned for the Corporation's information system architecture according to its risk level, so as to ensure that important information systems are not interrupted. In addition, important data is stored in different places by the remote backup mechanism. With regard to confidential information, the Corporation also introduces an appropriate encryption mechanism to reduce the risk of information leakage. Some of the colleagues' work environment involves the use of virtual desktop environment, which centralizes operating systems and data in the machine room to enhance security. In addition to undergoing basic information security training when new employees join the Corporation, the Corporation also regularly promotes information security to increase awareness toward information security among colleagues at the Corporation. As regards the treat of Internet and e-mail viruses, the Corporation adopts the relevant information security solutions to prevent cyber-attacks from any third party.

The information department constantly follows the latest security threats. Every year, the department conducts analysis of organizational context and risk management, and performs operational risk impact analysis using information risk analysis map. In addition, the department carries out design planning and increases appropriate software and hardware equipment resources based on risk level, in order to improve response measures such as operating procedures.

In 2018, the Corporation improved the air-conditioning system and uninterruptible power supply equipment in machine rooms. With regard to abnormal disasters that may happen to equipment and host machines in machine rooms, the Corporation monitors the environment of machine rooms on a regular basis, and conducts various simulation tests and emergency drills in machine rooms in order to ensure the normal operation of various facilities and information systems in machine rooms, with a view to preventing the risks of various disasters or human errors without warning.

VII. Other important matters: None

102

As of March 31, 2019

Chapter 8 Special Notes

I. Information on affiliated companies

(I) Consolidated business report

  1. Diagram of affiliated companies

Chroma


Chroma ATE Europe B.V.
Shareholding percentage: 100%
Chroma Investment Co., Ltd.
Shareholding percentage: 100%
MAS Automation Corp.
Shareholding percentage: 100%
San Eagle Development Corp.
Shareholding percentage: 100%
Chroma Japan Corp.
Shareholding percentage: 100%
Chen Hwa Technology Inc
Shareholding percentage: 100%
Chroma New Material Corporation
Shareholding percentage: 100%
Testar Electronic Corporation
Shareholding percentage: 67.2%
Sensational Holding Ltd.
Shareholding percentage: 100%
CHI Incorporation Ltd.
Shareholding percentage: 100%
Deep Red Holding Co., Ltd.
Shareholding percentage: 100%
Adivic Technology Co., Ltd.
Shareholding percentage: 51%
EVT Technology Co., Ltd.
Shareholding percentage: 85.6%
Chroma Systems Solutions,
Inc . Shareholding percentage: 25%
Neworld Electronics Ltd.
Shareholding percentage: 100%
Chroma ATE Inc.(USA)
Shareholding percentage: 100%
Quantel Private Ltd.
Shares held: 60%
Innovative Nanotech, Inc.
Shareholding percentage: 71.7%
Touch Cloud Inc.
Shareholding ratio: 78.1%


Neworld Electronics Ltd.
Shareholding percentage: 100%

Shareholding percentage: 50%
Chroma Electronics (Shenzhen) Co.,
Ltd. Shareholding percentage: 100%
Chroma Electronics (Shanghai) Co.,
Ltd. Shareholding percentage: 100%
Chroma Germany GmbH
Shareholding percentage: 100%
Shareholding percentage: 15%%

Shareholding percentage: 50%
Chroma Electronics (Shenzhen) Co.,
Ltd. Shareholding percentage: 100%
Chroma Electronics (Shanghai) Co.,
Ltd. Shareholding percentage: 100%
Chroma Germany GmbH
Shareholding percentage: 100%
Shareholding percentage: 15%%

Shareholding percentage: 50%
Chroma Electronics (Shenzhen) Co.,
Ltd. Shareholding percentage: 100%
Chroma Electronics (Shanghai) Co.,
Ltd. Shareholding percentage: 100%
Chroma Germany GmbH
Shareholding percentage: 100%
Shareholding percentage: 15%%
CHI Incorporation Ltd.
Shareholding percentage: 100%
Chroma ATE (Suzhou) Co., Ltd.
Shareholding percentage: 100%
Chen Hwa Technology Inc
Shareholding percentage: 100%
Chroma (Shanghai) Trading Co., Ltd.
Shareholding percentage: 100%
Mou Kuan Technologies (Nanjin) Co.,
Ltd. Shareholding percentage: 100%
Sajet System Technology (Suzhou) Co.,
Ltd. Shareholding percentage:100%
Wei Kuang Mech. Eng. Inc.
Shareholding percentage: 100%
Adivic Holding Corporation
Shareholding percentage: 100%
Wei Kuang Automation (Nanjing) Co.,
Ltd. Shareholding percentage: 100%
Wei Kuang Automation (Xiamen) Co.,
Ltd. Shareholding percentage: 100%
Adivic Technology Co., Ltd.
Shareholding percentage: 51%
Adivic Holding Corporation
Shareholding percentage: 100%
EVT Technology Co., Ltd.
Shareholding percentage: 85.6%
Wei Da Electric Vehicle Co., Ltd.
Shareholding percentage: 75%
Quantel Private Ltd.
Shares held: 60%
Quantel Global Vietnam Co., Ltd.
Shareholding percentage: 100%
Innovative Nanotech, Inc.
Shareholding percentage: 71.7%
Quantel Technologies India Pvt Ltd
Shareholding percentage: 100%
Touch Cloud Inc.
Shareholding ratio: 78.1%
Quantel Global Sdn. Bhd.
Shareholding percentage: 100%
Quantel Global Philippines Corporation
Shareholding percentage: 100%
Quantel Global Philippines Corporation
Shareholding percentage: 100%

103

2. Basic information of various affiliated companies

2. Basic information of various affiliated companies Basic information of various affiliated companies Basic information of various affiliated companies Basic information of various affiliated companies
As of March 31,2019 Unit: thousands in US$or foreign currency
Date
established
Address
Paid-in capitalPrimary business or
product
1994.02.17 Unit 606, Shui Hing Centre, No. 13,
Sheung Yuet Rd., Kowloon Bay, Kowloon,
H.K.
HK$64,013 Sale and
maintenance of
electronic test
instruments
1998.03.10 8F, No. 4, Nanyou Tian An Industrial
Estate, Shenzhen, China
HK$30,000 Sale and
maintenance of
electronic test
instruments, etc.
2000.11.10 3F Building 40, No.333, Qin Jiang Rd.,
Shanghai, China
US$3,000 Sale and
maintenance of
electronic test
instruments, etc.
1993.02.18 7 Chrysler Irvine CA92618
US$1,000 Sale and
maintenance of
electronic test
instruments
1999.09.17 Morsestraat 32,6716 AH Ede,The
Netherlands
EUR$45 Sale and
maintenance of
electronic test
instruments
2017.09.04 Südtiroler Str. 9 86165 Augsburg Germany
EUR$30 Sale and
maintenance of
electronic test
instruments
1997.01.14 9F,No.66,Huaya 1st Road, Guishan District,
Taoyuan City
NT$140,000 Investment
2006.08.11 4F, No.68, Huaya 1st Road, Guishan
District, Taoyuan City
NT$250,000 Processing and sale
of gold wire
2007.03.09 4F, No. 68, Huaya 1st Road, Guishan
District, Taoyuan City
NT$300,000 Testing of LED
products
1997.07.11 Citco Buildings PO Box 662, Road Town,
Tortola, British Virgin Island
US$1,200 Investment
2001.04.01 19772 Pauling, Foothill Ranch, CA 92610
US$5 Sale and
maintenance of
electronic test
instruments
1998.04.03 P.O.Box 957PO Box 957 Offshore
Incorporations Centre, Road Town,
Tortola, British Virgin Islands
US$3,830 Test of inductance,
capacitance and
resistance equipment
and sale of parts
2006.03.15 Building 7, No. 855, Zhujiang Rd., Suzhou
New District, Jiang Su, China
US$3,800 Sale and
maintenance of
electronic test
instruments, etc.
1998.04.03 P.O.Box 957 Offshore Incorporations
Centre, Road Town, Tortola, British Virgin
Islands
US$3,085 Test of inductance,
capacitance and
resistance equipment
and sale of parts.
2004.01.05 Rm 1102B, Building 1, No.18, Tai Gu Rd.,
Waigaoqiao Free Trade Zone, Shanghai
US$2,700 International and
transit trading,
simple commercial
processing,
commercial
consulting services,
etc.
2006.07.04 Drake Chambers, Road Town, Tortola,
British Virgin Islands
US$2,050 Investment
2002.01.10 608 St. James Court, St.Denis Street Port
Louis,Mauritius
US$4,475 Investment
1997.09.27 No. 811, Hushan Road, Jiangning District,
RMB$1,737 Assembly, sale and
Name of enterprise Date
established

Address
Paid-in capital Primary business or
product
Neworld Electronics
Ltd.
1994.02.17 Unit 606, Shui Hing Centre, No. 13,
Sheung Yuet Rd., Kowloon Bay, Kowloon,
H.K.
HK$64,013 Sale and
maintenance of
electronic test
instruments
Chroma Electronics
(Shenzhen) Co., Ltd.
1998.03.10 8F, No. 4, Nanyou Tian An Industrial
Estate, Shenzhen, China
HK$30,000 Sale and
maintenance of
electronic test
instruments, etc.
Chroma Electronics
(Shanghai) Co., Ltd.
2000.11.10 3F Building 40, No.333, Qin Jiang Rd.,
Shanghai, China
US$3,000 Sale and
maintenance of
electronic test
instruments, etc.
Chroma ATE Inc.
(USA)
1993.02.18 7 Chrysler Irvine CA92618 US$1,000 Sale and
maintenance of
electronic test
instruments
Chroma ATE Europe
B.V.
1999.09.17 Morsestraat 32,6716 AH Ede,The
Netherlands
EUR$45 Sale and
maintenance of
electronic test
instruments
Chroma Germany
GmbH
2017.09.04 Südtiroler Str. 9 86165 Augsburg Germany EUR$30 Sale and
maintenance of
electronic test
instruments
Chroma Investment
Co., Ltd.
1997.01.14 9F,No.66,Huaya 1st Road, Guishan District,
Taoyuan City

NT$140,000
Investment
Chroma New Material
Corporation
2006.08.11 4F, No.68, Huaya 1st Road, Guishan
District, Taoyuan City
NT$250,000 Processing and sale
of gold wire
Testar Electronic
Corporation
2007.03.09 4F, No. 68, Huaya 1st Road, Guishan
District, Taoyuan City
NT$300,000 Testing of LED
products
Sensational Holding
Ltd.
1997.07.11 Citco Buildings PO Box 662, Road Town,
Tortola, British Virgin Island
US$1,200 Investment
Chroma Systems
Solutions,
Inc.
2001.04.01 19772 Pauling, Foothill Ranch, CA 92610 US$5 Sale and
maintenance of
electronic test
instruments
CHI Incorporation Ltd. 1998.04.03 P.O.Box 957PO Box 957 Offshore
Incorporations Centre, Road Town,
Tortola, British Virgin Islands
US$3,830 Test of inductance,
capacitance and
resistance equipment
and sale of parts
Chroma ATE (Suzhou)
Co., Ltd.
2006.03.15 Building 7, No. 855, Zhujiang Rd., Suzhou
New District, Jiang Su, China

US$3,800
Sale and
maintenance of
electronic test
instruments, etc.
Chen Hwa Technology
Inc.
1998.04.03 P.O.Box 957 Offshore Incorporations
Centre, Road Town, Tortola, British Virgin
Islands
US$3,085 Test of inductance,
capacitance and
resistance equipment
and sale of parts.
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 and
transit trading,
simple commercial
processing,
commercial
consulting services,
etc.
San Eagle
Development Corp.
2006.07.04 Drake Chambers, Road Town, Tortola,
British Virgin Islands
US$2,050 Investment
Wei Kuang Mech.
Eng .Inc.
2002.01.10 608 St. James Court, St.Denis Street Port
Louis,Mauritius
US$4,475 Investment
Mou Kuan 1997.09.27 No. 811, Hushan Road, Jiangning District, RMB$1,737 Assembly, sale and

104

Name of enterprise Date
established

Address
Paid-in capital Primary business or
product
Technologies (Nanjing)
Co., Ltd.
Nanjin City, China maintenance of
factory conveyors
and related systems
and rendering after-
sales services
Wei Kuang
Automation (Nanjing)
Co., Ltd.
2005.06.30 No. 811, Hushan Road, Jiangning District,
Nanjing City, China
RMB$11,871 Sale and
maintenance of
electronic equipment
and factory conveyor
systems
Wei Kuang Automatic
Equipment (Xiamen)
Co., Ltd.
2007.02.01 Floor 1, Building A4, No. 20, Jinhui Road,
Houxi, Jimei District, Xiamen
RMB$11,417 Sale and
maintenance of
electronic equipment
and factory conveyor
systems
MAS Automation
Corp.
1975.11.26 No.6,Lane 17,Niupu S Rd.,Hsinchu City ,
Taiwan
NT$100,000 Design,
manufacturing,
installment and
testing of automated
factory conveyor
systems
Chroma Japan Corp. 1998.05.30 888 Nippa-cho, Kouhoku-ku, Yokohama-
shi, Kanagawa, 223-0057Japan
JPY$99,500 Sale and
maintenance of
electronic test
instruments
Deep Red Holding Co.,
Ltd.
2004.04.29 2F, Felix House, 24 Dr. Joseph Riviere
Street, Port Louis, Republic of Mauritius
US$215 Investment
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 Sale and research of
RF device
Adivic Holding Corp 2015.01.15 Offshore Chambers, P.O.Box 217, Apia,
Samoa.
US$1,000 Sale and research of
RF device
EVT Technology Co.,
Ltd.
1999.08.19 No. 68, Huaya 1st Road, Guishan District,
Taoyuan City
NT$110,000 Manufacturing of
motorcycles and its
parts
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 Geylang #05-02 Enterprise
Industrial Building Singapore 388568.
SG$3,190 Sale of test and
measuring
instruments
Quantel Global
Vietnam Co., Ltd
2017.01.03 Floor 6th, HL Tower No. 6 Lane 82, Duy
Tan Road, Dich Vong Hau Ward, Cau Giay
District, Hanoi, Vietnam

VND4,526,506
Sale of test and
measuring
instruments
Quantel Technologies
India Pvt Ltd
2016.10.05 K-13 Ground Floor, Lajpat Nagar-II, New
Delhi 110024
INR6,500 Sale of test and
measuring
instruments
Quantel Global Sdn.
Bhd.
2016.07.20 Unit 802, 8th Flr, Blk A Damansara Intan,
No. 1 Jalan SS20/27, 47400, Petaling Jaya,
Selangor, Malaysia
MYR600 Sale of test and
measuring
instruments
Quantel Global
Philippines Corporation

2017.07.24
Units 2401 and 2402 The Orient Square, F.
Ortigas Jr. Road, Ortigas Centre, Pasig City
1605, Manila Phililppines

PHP9,910
Sale of test and
measuring
instruments
Innovative Nanotech
Incorporated
2017.08.09 5F, No. 6-2, Du Sing Rd, East District,
Hsinchu City, Taiwan
NT$200,000 Nanoparticles
monitoring
equipment
Touch Cloud Inc. 2016.02.03 10F-4, No. 148, Section 4, Zhongxiao East
Road, Taipei City, Taiwan
NT$72,995 Cloud platform
development and IoT
system integration

105

  1. Information of shareholders with corporate governance power while working in the Corporation: None.

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

  3. Directors, supervisors, CEO and general managers of Chroma ATE Inc. and affiliated companies

As of March 31, 2019
Shares held
Number of shares held
Shareholding
percentage
64,012,815 shares
100%
(Note 1)
-
-
-
100%
-
-
-
(Note 1)
-
-
-
100%
-
-
-
Chroma holds 1,000,000
shares
100%
1,000 shares
100%
(Chroma BV holds 30,000
shares)
100%
14,000,000 shares
100%
25,000,000 shares
-
100%
-
20,159,600 shares
1,000 shares
350,000 shares
67.2%
-
1.2%
1,200,000 shares
100%
120,000 shares
Chroma holds 120,000
shares
CHROMA USA holds
240,000 share
25%
25%
50%
(Chroma holds 3,830,000
shares)
100%
(Note 1)
-
-
100%
-
-
As of March 31, 2019
Shares held
Number of shares held
Shareholding
percentage
64,012,815 shares
100%
(Note 1)
-
-
-
100%
-
-
-
(Note 1)
-
-
-
100%
-
-
-
Chroma holds 1,000,000
shares
100%
1,000 shares
100%
(Chroma BV holds 30,000
shares)
100%
14,000,000 shares
100%
25,000,000 shares
-
100%
-
20,159,600 shares
1,000 shares
350,000 shares
67.2%
-
1.2%
1,200,000 shares
100%
120,000 shares
Chroma holds 120,000
shares
CHROMA USA holds
240,000 share
25%
25%
50%
(Chroma holds 3,830,000
shares)
100%
(Note 1)
-
-
100%
-
-
Name of enterprise Title Name or representative Shares held
Number of shares held Shareholding
percentage
Neworld Electronics
Ltd.
Director Chroma ATE Inc. (Representatives: Leo
Huang and Ming Chang)
64,012,815 shares 100%
Chroma Electronics
(Shenzhen) Co., Ltd.
Director
Director
Director
CEO
Neworld Electronics (Representative:
Leo Huang)
Vincent Chen
Jackie Liao
Vincent Chen
(Note 1)
-
-
-
100%
-
-
-
Chroma Electronics
(Shanghai) Co., Ltd.
Director
Director
Director
CEO
Neworld Electronics (Representative:
Leo Huang)
Paul Ying
Vincent Chen
Paul Ying
(Note 1)
-
-
-
100%
-
-
-
Chroma ATE
Inc.(USA)
Director
Director
Director
I-Shih Tseng
Cheng Ying
Yi-Shen Wang
Chroma holds 1,000,000
shares
100%
Chroma ATE Europe
B.V.
Director Chroma ATE Inc. (Representative:
David Yang, Paul Ying, I-Shih Tseng)
1,000 shares 100%
Chroma Germany
GmbH
Director Chroma ATE Europe BV
(Representative: Cheng Ying)
(Chroma BV holds 30,000
shares)

100%
Chroma Investment
Co., Ltd.
Director
Supervisor
Chroma ATE Inc. (Representative: Leo
Huang, Paul Ying, Ming Chang)
Chroma ATE Inc. (Representative: Amy
Huang)
14,000,000 shares 100%
Chroma New Material
Corporation
Director
Supervisor
CEO
Chroma ATE Inc. (Representative: Leo
Huang, C. C. Ho, Amy Huang)
Chroma ATE Inc. (Representative: Paul
Ying)
C. C. Ho
25,000,000 shares
-
100%
-
Testar Electronic
Corporation
Director
Supervisor
CEO
Chroma ATE Inc. (Representatives: Leo
Huang, I-Shih Tseng, Tsun-I Wang)
Amy Huang
C. C. Ho
20,159,600 shares
1,000 shares
350,000 shares
67.2%
-
1.2%
Sensational Holding
Ltd.
Director Chroma ATE Inc. (Representative: Leo
Huang)
1,200,000 shares 100%
Chroma Systems
Solutions, Inc.
Director
Director
Director
Fred Joseph Sabatine
Cheng Ying
Tai-Wei Yang
120,000 shares
Chroma holds 120,000
shares
CHROMA USA holds
240,000 share
25%
25%
50%
CHI Incorporation Ltd. Director Leo Huang (Chroma holds 3,830,000
shares)
100%
Chroma ATE (Suzhou)
Co., Ltd.
Director
Director
Director
CHI (Representative: Leo Huang)
Paul Ying
Emma Chen
(Note 1)
-
-
100%
-
-

106

Name of enterprise Title Name or representative Shares held
Number of shares held Shareholding
percentage
CEO Vincent Chen - -
Chen Hwa Technology
Inc.
Director Leo Huang (Chroma holds 3,085,000
shares)
100%
Chroma (Shanghai)
Trading Co., Ltd.
Director Chen Hwa (Representative: Leo Huang) (Note 1) 100%
San Eagle
Development Corp.
Director Chroma ATE Inc. (Representative: Leo
Huang)
2,050,000 shares 100%
Wei Kuang Mech Eng
Inc.
Director San Eagle (Representative: Leo Huang) 4,475,000 shares 100%
Mou Kuan
Technologies
(Nanjing) Co., Ltd.
Chairman
Director
Director
Wei Kuang (Representative: Leo Huang)
C. F. Huang
Amy Huang
(Note 1)
-
-
100%
-
-
Wei Kuang
Automation (Nanjing)
Co., Ltd.
Director
Director
Director
Wei Kuang (Representative: Leo Huang)
C. F. Huang
Amy Huang
(Note 1)
-
-
100%
-
-
Wei Kuang Automatic
Equipment (Xiamen)
Co., Ltd.
Director
Director
Director
Wei Kuang (Representative: Leo Huang)
C. F. Huang
Amy Huang
(Note 1)
-
-
100%
-
-
MAS Automation
Corp.
Director
Supervisor
CEO
Chroma ATE Inc. (Representative: Leo
Huang, C. F. Huang, I-Shih Tseng)
Chroma ATE Inc. (Representative: Amy
Huang)
C.-F. 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
Director
Director
Supervisor
CEO
Deep Red Holding Co., Ltd.
(Representative: Joe Lin)
Arno Wu
Paul Ying
Amy Huang
Joe Lin
(Note 1)
-
-
-
-
100%
-
-
-
-
Adivic Technology
Co., Ltd.
Director
Director
Supervisor
CEO
Chroma ATE Inc. (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 Co., Ltd.
(Representative: I-Shih Tseng)
1,000,000 shares 100%
EVT Technology Co.,
Ltd.
Director
Director
Director
Supervisor
CEO
Leo Huang
Joey Chang
Tsun-I Wang
Chroma ATE Inc. (Representative: Paul
Ying)
Leo Huang
54,023 shares
1,339 shares
34,838 shares
9,412,412 shares
54,023 shares
0.5%
-
0.3%
85.6%
0.5%
Wei Da Electric
Vehicle Co., Ltd.
Director
Supervisor
CEO
EVT Technology Co., Ltd.
(Representative: Leo Huang, Hatch
Huang, Joey Chang)
Bill Shiau
Leo Huang
375,000 shares
-
-
75%
-
-
Quantel Private Ltd. Director
Director
Chroma ATE Inc. (Representative: Leo
Huang, Paul Ying)
Yip Hin 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%
Quantel Global Sdn.
Bhd.
Director NA Quantel Private holds
600,000 shares
100%
Quantel Global
Philippines
Director Yip Hin Lay Quantel Private holds
99,095 shares
100%

107

Name of enterprise Title Name or representative Shares held
Number of shares held Shareholding
percentage
Corporation
Innovative Nanotech,
Inc.
Director
Supervisor
CEO
Chroma ATE Inc. (Representative: Leo
Huang, I-Shih Tseng, Tsun-I Wang)
Amy Huang
Po-Jen Wu
14,214,000 shares
100,000 shares
100,000 shares
71.1%
0.5%
0.5%
Touch Cloud Inc. Director
Director
Director
Supervisor
Chroma ATE Inc. (Representative: Leo
Huang)
Kun-Shan Lu
Cheng-Hsun Li
Amy Huang
5,700,000 shares
-
360,000 shares
-
78.1%
-
4.9%
-

Note 1: Limited liability company

108

6. Business operating conditions of Chroma ATE Inc. and its affiliated companies As of December 31, 2018 Unit: NT$ thousands

As of December 31,2018 Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands Unit: NT$thousands
Name of enterprise Paid-in
capital
Total
assets
Total
liabilities
Net
worth
Net
revenue
Operating
profit

Profit and
loss (after
tax)


Earnings per
share (NT$)
Neworld Electronics Ltd.(Note 1) 250,994 2,340,063 1,201,078 1,138,985 4,880,729 158,088
112,846

1.76
Chroma Electronics (Shenzhen)
Co.,Ltd.
117,630 1,266,872 614,124 652,748 1,711,856 116,102
85,372

Not
applicable
Chroma Electronics (Shanghai) Co.,
Ltd.

92,145
213,786
94,582
119,204
347,348

21,598

15,954

Not
applicable
Chroma ATE Inc.(USA) 30,715 822,059 665,644 156,415 1,033,784 (54,204) (5,873) (5.87)
Chroma Systems Solutions, Inc. 147 745,119 413,427 331,692
936,002
116,243
86,297

Not
applicable
Chroma Investment Co., Ltd. 140,000 351,950
1,237
350,713
3,818

2,268

6,479

0.46
Chroma New Material Corporation 250,000 1,005,062 561,990 443,072 2,005,001
50,741

44,611

1.78
Chroma ATE Europe BV (Note 1) 1,597 640,073 457,021 183,052
669,072

28,494

21,964

Not
applicable
Chroma (Shanghai) Trading Co.,
Ltd.
82,931
87,105

3,074

84,031

16,403

(3,423)

117

Not
applicable
Chroma ATE (Suzhou) Co., Ltd. 116,717 511,429 305,278 206,151
632,600

3,542

7,444

Not
applicable
MAS Automation Corp. 100,000 3,034,183 1,827,631 1,206,552 4,001,230 1,036,956
885,878

88.59
Mou Kuan Technologies (Nanjing)
Co.,Ltd.
7,768
19,118

1,335

17,783

26,564

4,284

3,902

Not
applicable
Wei Kuang Automation (Nanjing)
Co.,Ltd.
53,087 361,813 189,655 172,158
773,667
126,334
94,346

Not
applicable
Wei Kuang Automatic Equipment
(Xiamen)Co.,Ltd.
51,057 776,631 335,973 440,657
819,450
173,841
129,595

Not
applicable
Sajet System Technology (Suzhou)
Co.,Ltd.
37,449 117,637
13,417
104,220
113,306

40,206

45,431

Not
applicable
Testar Electronic Corporation 300,000 270,962 204,789
66,173

335,347

(5,024)
(2,792) (0.09)
Chroma Japan Corp. 27,661 249,704 311,841 (62,137)
298,126
(38,624) (33,977)
Not
applicable
Sensational HoldingLtd. 36,858
54,220

296

53,924

-

(822)
1,851
1.54
Chen Hwa TechnologyInc. 94,756 105,965
20
105,945
-

(172)
990
0.32
CHI Incorporation Ltd. 117,638 206,319
-
206,319
-

-

7,444

1.94
San Eagle Development Corp. 62,966 869,331
20
869,311
-

(77)
198,996
97.07
Wei KuangMech. Eng.Inc. 137,450 861,933
20
861,912
-

(62)
199,047
44.48
DeepRed HoldingCo., Ltd. 6,604 104,303
-
104,303
-

-

45,430

211.30
Adivic Technology Co., Ltd. (Note
1)
240,000
90,917

19,054

71,863

24,019
(44,483) (39,420)
(1.64)
EVT TechnologyCo., Ltd.(Note 1) 110,000
72,912

4,255

68,657

3,813
(10,820) (10,767) (0.98)
Quantel Private Ltd.(Note 1) 71,711 235,312
52,631
182,681
346,902

34,212

30,011

9.41
Innovative Nanotech,Inc. 200,000 196,967
28,905
168,062
184
(29,821) (29,451) (1.47)
Touch Cloud Inc. 72,995
41,568

535

41,033

427
(15,013) (14,809) (2.03)

Note 1: Expressed per the consolidated financial statement. Note 2: The following lists the exchange rates for the statement of assets and liabilities:

1 USD = NT$30.715, 1 HKD = NT$3.921, 1 EUR = NT$35.20, 1 RMB = NT$4.472, 1 JPY = NT$0.278, 1 SGD = NT$22.48

The following lists the exchange rates for the profit and loss statement:

1 USD = NT$30.149, 1 HKD = NT$3.846, 1 EUR = NT$35.61, 1 RMB = NT$4.56, 1 JPY = NT$0.273, 1 SGD = NT$22.35

109

  • (II) Consolidated financial statements of affiliated companies For 2018 (January 1 to December 31, 2018), affiliated companies of the Corporation that shall be included according to the rules prescribed by the “Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises” were the same as those companies that shall be included into the parent and subsidiary consolidated financial statement as prescribed by IFRS 10. All information to be disclosed in the consolidated financial statements of affiliated companies has been disclosed in the consolidated financial statements of the parent company and subsidiaries. Hence, consolidated financial statements of affiliated companies were therefore not prepared separately.

  • (III) Affiliation report According to Article 369-12 of the Company Act, separate affiliation reports are not required for subsidiaries of the Corporation that have not been publicly listed.

  • II. Private placement of securities in the most recent year up to the publication date of this annual report: None.

  • III. Holding or disposition of the Corporation's shares by subsidiaries in the most recent year up to the publication date of this annual report

Unit: NT$ thousand; shares; %

Name
of
subsidiary
Paid-in
capital
Source
of
capital


Shareholding
of the
Corporation

Date of
acquisition
or disposal


Number
and
amount
of
shares
acquired


Number
and
amount
of
shares
disposed


Investment
gain (loss)


Number and
amount of
shares up to
the publication
date of this
annual report
(Note 1)

Status
of
pledge


Amount of
endorsements
and
guarantees
provided to
subsidiaries
by the
Corporation

Loans
provided to
subsidiaries
by the
Corporation
Chroma
Investment
Co., Ltd.

140,000
Own
capital

100%
2018 0 0 0 1,915,579
shares
NT$288,295
thousand
None 0 0
Current
year up to
the
publication
date of this
annual
report


0
0 0


None
0 0

Note 1: The amount of shares held is calculated based on the closing price of NT$150.5 on April 19, 2019.

  • IV. Other supplementary matters: None.

  • V. Any event that results in substantial impact upon 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 annual report: None.

110

Chroma ATE Inc. and Subsidiaries

Consolidated Financial Statements for the Years Ended December 31, 2018 and 2017 and Independent Auditors’ Report

111

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, 2018 are all the same as the companies required to be included in the consolidated financial statements of parent and subsidiary companies as provided in International Financial Reporting Standards 10 “Consolidated Financial Statements”. Relevant information that should be disclosed in the consolidated financial statements of affiliates has all been disclosed in the consolidated financial statements of parent and subsidiary companies. Hence, we have not prepared a separate set of consolidated financial statements of affiliates.

Very truly yours,

CHROMA ATE INC.

LEO HUANG Chairman

February 21, 2019

112

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, 2018 and 2017, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2018 and 2017, and its consolidated financial performance and its consolidated cash flows for the years then ended, in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission (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, 2018. 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.

Key audit matters of the consolidated financial statements for the year ended December 31, 2018 are stated as follows:

Impairment of Trade Receivables

As indicated in Notes 5 and 13, trade receivables are significant accounts in the consolidated balance sheet of the Group. The process of evaluating impairment loss involves subjective judgement of uncollectible accounts. The management recognizes lifetime Expected Credit Loss (ECL) on trade receivables under the regulations of IFRS 9. The above evaluation involves the impact on receivables of the management’s subjective judgements and assumptions on credit risks; thus, we consider the impairment of trade receivables as a key audit matter.

We assessed the rationale of the Group’s policy on providing allowance for trade receivables, tested the impairment rate of ECL, inspected individual overdue receivables and made inquiries for related reasons, to draw a conclusion on ECL of trade receivables.

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 adjusts the product portfolio in response to the rapid change in the market and business fluctuation.

113

The market competition or technique replacement may result in the risk of inventories becoming unmarketable or prices slumping 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 15 to the consolidated financial statements for the details of the information about inventories.

Other Matter

We have also audited the parent company only financial statements of Chroma ATE Inc. as of and for the years ended December 31, 2018 and 2017 on which we have issued an unmodified opinion.

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.

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

Those charged with governance, including the 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

114

opinion on the effectiveness of the Group’s internal control.

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

  2. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our 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.

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

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

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

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, 2018 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 21, 2019

Notice to Readers

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

115

CHROMA ATE INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2018 AND 2017 (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 10)
Financial assets at amortized cost - current (Notes 9 and 36)
Contract assets - current (Note 27)
Debt investments with no active market - current (Notes 12 and 36)
Notes receivable (Note 13)
Trade receivables - unrelated parties (Note 13)
Trade receivables - related parties (Notes 13 and 35)
Construction contracts receivable (Note 14)
Inventories (Note 15)
Prepayments
Other current assets (Note 35)
Total current assets
NON-CURRENT ASSETS
Financial assets at fair value through profit or loss - non-current (Note 7)
Financial assets at fair value through other comprehensive income - non-current (Note 8)
Available-for-sale financial assets - non-current (Note 10)
Financial assets measured at cost - non-current (Note 11)
Investments accounted for using equity method (Note 17)
Property, plant and equipment (Notes 18 and 36)
Investment properties (Note 19)
Goodwill (Note 20)
Other intangible assets (Note 21)
Deferred tax assets (Note 29)
Prepayments for land and equipment (Note 38)
Refundable deposits
Other non-current assets
Total non-current assets
TOTAL
LIABILITIES AND EQUITY

CURRENT LIABILITIES

Short-term borrowings (Notes 22 and 36)

Contract liabilities - current (Note 27)

Notes payable - unrelated parties

Notes payable - related parties (Note 35)

Trade payables - unrelated parties

Trade payables - related parties (Note 35)

Construction contracts payable (Note 14)

Other payables (Note 24)

Current tax liabilities

Receipts in advance (Note 14)

Current portion of long-term borrowings (Notes 22 and 36)

Other current liabilities


Total current liabilities


NON-CURRENT LIABILITIES

Bonds payable (Note 23)

Long-term borrowings (Notes 22 and 36)

Deferred tax liabilities (Note 29)

Net defined benefit liabilities (Note 25)

Guarantee deposits received


Total non-current liabilities


Total liabilities


EQUITY ATTRIBUTABLE TO OWNERS OF THE CORPORATION (Note 26)

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
2018
Amount
%
$ 2,923,957
13
1,345,944
6
-
-
418,886
2
845,164
4
-
-
96,163
-
4,686,789
20
51,818
-
-
-
2,416,814
10
175,801
1

269,937

1
13,231,273

57
6,807
-
618,271
3
-
-
-
-
649,709
3
3,389,889
15
3,137,187
13
227,961
1
46,134
-
250,150
1
1,082,451
5
466,748
2

95,884

-

9,971,191

43
$ 23,202,464
100
$ 807,348
4
888,333
4
132,773
1
14,556
-
2,404,279
10
8,953
-
-
-
1,258,976
5
410,208
2
93
-
13,240
-

33,754

-

5,972,513

26
-
-
1,954,021
8
424,561
2
160,054
1

966

-

2,539,602

11

8,512,115

37

4,167,794

18

3,469,637

15
2,152,411
9
86,888
-

4,555,760

20

6,795,059

29

13,244

-

(35,714)

-
14,410,020
62

280,329

1
14,690,349

63
$ 23,202,464
100
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
-

101,972

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

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

116

CHROMA ATE INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

NET OPERATING REVENUE (Notes 14, 27 and
35)

OPERATING COSTS (Notes 15, 28 and 35)

GROSS PROFIT
UNREALIZED GAIN ON TRANSACTIONS
WITH ASSOCIATES AND JOINT
VENTURES
REALIZED GAIN ON TRANSACTIONS WITH
ASSOCIATES AND JOINT VENTURES

REALIZED GROSS PROFIT

OPERATING EXPENSES (Notes 28 and 35)
Selling and marketing expenses
General and administrative expenses
Research and development expenses

Total operating expenses

PROFIT FROM OPERATIONS

NON-OPERATING INCOME AND EXPENSES
Finance costs (Note 28)
Share of profits of associates and joint ventures
(Note 17)
Interest income
Dividend income
Other income (Note 35)
(Loss) gain on disposal of property, plant and
equipment, net
Gain on disposal of investments
Net foreign exchange gain (loss) (Note 39)
Gain on financial assets (liabilities) at fair value
through profit or loss, net
Other expenses
Impairment loss on financial assets

Total non-operating income and expenses
2018
Amount
%
$ 16,931,128 100
9,472,788
56

7,458,340 44
(47)
-
-

-

7,458,293
44

2,010,963 12
1,153,144
7
1,254,553

7

4,418,660
26

3,039,633
18

(31,768)
-
48,015
-
41,793
-
24,146
-
102,784
1
(5,510)
-
-
-
97,928
1
6,571
-
(15,502)
-
-

-

268,457

2
2017































Amount
%
$ 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

(22,782)
-

49,204
1

35,090
-

27,610
-

104,755
1

3,141
-

15,050
-

(133,637) (1)

1,858
-

(1,194)
-
(109)

-
78,986

1
(Continued)

117

CHROMA ATE INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

PROFIT BEFORE INCOME TAX

INCOME TAX EXPENSE (Note 29)

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
Unrealized gain on investments in equity
investments designated as at fair value
through other comprehensive income
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 the
financial statements of foreign operations
Unrealized loss on available-for-sale financial
assets
Share of the other comprehensive loss of
associates and joint ventures accounted for
using equity method

Total other comprehensive income (loss)

TOTAL COMPREHENSIVE INCOME

NET PROFIT (LOSS) ATTRIBUTABLE TO:
Owners of the Corporation

Non-controlling interests


COMPREHENSIVE INCOME (LOSS)
ATTRIBUTABLE TO:
Owners of the Corporation

Non-controlling interests

2018
Amount
%
$ 3,308,090 20
760,911

5

2,547,179
15

(4,794)
-
12,847
-
(521)
-
(3,035)
-
-
-
(1,010)

-

3,487

-

$ 2,550,666
15

$ 2,546,275 15
904

-

$ 2,547,179
15

$ 2,546,584 15
4,082

-

$ 2,550,666
15
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
(Continued)

118

CHROMA ATE INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

EARNINGS PER SHARE (NT$; Note 30)
Basic
Diluted
2018
Amount
%
$ 6.22
$ 6.08
2017
Amount
%
$ 6.41
$ 6.18

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

119

CHROMA ATE INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars)

BALANCE AT JANUARY 1, 2017
Appropriation of the 2016 earnings
Legal reserve
Cash dividends - NT$3.3 per share
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
Buy-back of treasury shares
Cancelation of treasury shares
Adjustment of capital surplus for corporation's cash dividends
received by subsidiaries
Share-based payment transaction
Increase in non-controlling interests
BALANCE AT DECEMBER 31, 2017
Effect of retrospective application and retrospective restatement
BALANCE AT JANUARY 1, 2018 AS RESTATED
Appropriation of the 2017 earnings
Legal reserve
Cash dividends - NT$4.5 per share
Change in capital surplus from investments in associates and
joint ventures accounted for using equity method
Net profit for the year ended December 31, 2018
Other comprehensive income (loss) for the year ended
December 31, 2018
Total comprehensive income (loss) for the year ended
December 31, 2018
Conversion of convertible bonds
Buy-back of treasury shares
Cancelation of treasury shares
Adjustments of capital surplus for corporation's cash dividends
received by subsidiaries
Changes in percentage of ownership interests in subsidiaries
Share-based payment transaction
Increase in non-controlling interests
Disposals of investments in equity instruments designated as at
fair value through other comprehensive income
Adjustments to share of changes in equities of associates and
joint ventures accounted for using equity method
BALANCE AT DECEMBER 31, 2018
Equity Attrib **utable to Owners of the Corporation ** **utable to Owners of the Corporation ** Total
Non-controlling
Interests
$ 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
-
(123 )
-
-
-
6,170
-
202,614
-

-

75,505

13,230,679
232,150

107,646

-


13,338,325

232,150

-
-
(1,854,424 )
-
(267 )
-
2,546,275
904

309

3,178


2,546,584

4,082

100,627
-
(840 )
-
-
-
8,572
-
(2,107 )
2,107
274,580
-
-
41,990
-
-

(1,030)

-

$ 14,410,020
$ 280,329
Total Equity
$ 10,787,851
-
(1,314,425 )
(8,326 )
2,548,823

(138,228)

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

75,505
13,462,829

107,646

13,570,475
-
(1,854,424 )
(267 )
2,547,179

3,487

2,550,666
100,627
(840 )
-
8,572
-
274,580
41,990
-

(1,030)
$ 14,690,349
Ordinary Share
Capital
Capital Surplus
$ 3,898,872
$ 1,960,159
-
-
-
-
-
(8,326 )
-
-

-

-

-

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

-

-
4,118,942
3,187,289


-

-

4,118,942

3,187,289
-
-
-
-
-
(267 )
-
-

-

-

-

-
16,141
84,486
-
-
(840 )
-
-
8,572
-
-
33,551
189,557
-
-
-
-

-

-
$ 4,167,794
$ 3,469,637
**Retained Earnings ** Total
$ 4,735,275
-
(1,314,425 )
-
2,558,401

(6,955)

2,551,446
-
-
-
-
-

-
5,972,296

135,130

6,107,426
-
(1,854,424 )
-
2,546,275

(5,322)

2,540,953
-
-
-
-
(2,107 )
-
-
4,241

(1,030)
$ 6,795,059
Other Equity Total
Treasury Shares
$ 58,035
$ (35,714 )

-
-
-
-
-
-
-
-

(126,272)

-


(126,272)

-

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

-

-

(12,134 )
(35,714 )

(27,484)

-


(39,618)

(35,714)

-
-
-
-
-
-
-
-

5,631

-


5,631

-

-
-
-
(840 )
-
840
-
-
-
-
51,472
-
-
-
(4,241 )
-

-

-

$ 13,244
$ (35,714)
Exchange
Differences on
Translating the
Financial Statements

of Foreign
Operations
A

$ (24,914 )

-
-
-
-

(72,719)


(72,719)

-
-
-
-
-

-

(97,633 )

-


(97,633)

-
-
-
-

(7,239)


(7,239)

-
-
-
-
-
-
-
-

-

$ (104,872)
Unrealized Gain
(Loss) on
Unrealized Gain
(Loss) on Financial
Assets at Fair Value
Through Other
vailable-for- sale
Financial Assets
Comprehensive
Income
Un
$ 232,901
$ -

-
-
-
-
-
-
-
-

(53,553)

-


(53,553)

-

-
-
-
-
-
-
-
-
-
-

-

-

179,348
-

(179,348)

151,864


-

151,864

-
-
-
-
-
-
-
-

-

12,870


-

12,870

-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(4,241 )

-

-

$ -
$ 160,493
earned Employee
Benefit
$ (149,952 )

-
-
-
-

-


-

-
-
-
-
56,103

-

(93,849 )

-


(93,849)

-
-
-
-

-


-

-
-
-
-
-
51,472
-
-

-

$ (42,377)









Legal Reserve
Special Reserve
Unappropriated
Earnings
$ 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

-

-

135,130


1,896,570

86,888

4,123,968

255,841
-
(255,841 )
-
-
(1,854,424 )
-
-
-
-
-
2,546,275

-

-

(5,322)


-

-

2,540,953

-
-
-
-
-
-
-
-
-
-
-
-
-
-
(2,107 )
-
-
-
-
-
-
-
-
4,241

-

-

(1,030)

$ 2,152,411
$ 86,888
$ 4,555,760

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

120

CHROMA ATE INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax

Adjustments for:
Depreciation expenses
Amortization expenses
Expected credit loss recognized on trade receivables (provision
for bad debt expense)
Net gain on financial assets (liabilities) 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
Loss (gain) on disposal of property, plant and equipment, net
Gain on disposal of investments
Impairment loss on financial assets
Impairment loss (reversal of impairment) on non-financial
assets
Unrealized gain on transactions with associates and joint
ventures
Realized gain on transactions with associates and joint
ventures
Net (gain) loss on foreign currency exchange
Net changes in operating assets and liabilities
Contract assets
Notes receivable
Trade receivables
Construction contracts receivable
Inventories
Prepayments
Other current assets
Contract liabilities
Notes payable
Trade payables
Construction contracts payable
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
2018
$ 3,308,090

308,923
6,491
8,899
(6,571)
31,768
(41,793)
(24,146)
78,596
(48,015)
5,510
-
-
22,933
47
-
(90,474)
(642,629)
153,622
(937,810)
-
(107,544)
90,143
(91,806)
335,806
(168,462)
(209,964)
-
95,036
(247,029)
3,478
(10,566)

1,822,533

(556,746)

1,265,787
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
(Continued)

121

CHROMA ATE INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM INVESTING ACTIVITIES
Payments to acquire financial assets at fair value through other
comprehensive income

Cash returned of capital reduction of financial assets at fair value
through other comprehensive income
Decrease in financial assets at amortized cost
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
Payments to acquire 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
Increase in prepayments for investments
Payments for property, plant and equipment
Proceeds from disposal of property, plant and equipment
Increase in refundable deposits
Payments to acquire intangible assets
Net cash inflows from business combination
Decrease (increase) in other non-current assets
Increase in prepayments for equipment

Interest received
Dividends received

Net cash (used in) generated from investing activities

CASH FLOWS FROM FINANCING ACTIVITIES
Increase 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

EFFECTS OF EXCHANGE RATE CHANGES ON THE
BALANCE OF CASH HELD IN FOREIGN CURRENCIES
2018
$ (67,800)
5,262
479,482
(1,989,000)
1,701,003
-
-

-
-
-
-
(135,775)
13,877
(439,309)
(2,850)
8,477
1,703
(1,517,801)
47,292
60,899

(1,834,540)

332,835
900,000
(1,216,046)
128
(1,851,804)
195,755
(840)
(41,034)
49,669
-

(1,631,337)

47,636
2017
$ -
-
-

-
1,000
(556,000)
1,809,889
(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)
(Continued)

122

CHROMA ATE INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars)

2018
NET (DECREASE) INCREASE IN CASH AND CASH
EQUIVALENTS
$(2,152,454)
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF
THE YEAR
5,076,411

CASH AND CASH EQUIVALENTS AT THE END OF THE
YEAR
$ 2,923,957

The accompanying notes are an integral part of the consolidated financial statements.
2017
$ 1,926,441
3,149,970
$ 5,076,411
(Concluded)

123

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (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 of the Corporation and its subsidiaries (collectively referred to as the “Group”) 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 21, 2019.

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 would not have any material impact on the Group’s accounting policies:

  • 1) IFRS 9 “Financial Instruments” and related amendment

IFRS 9 supersedes IAS 39 “Financial Instruments: Recognition and Measurement”, with consequential amendments to IFRS 7 “Financial Instruments: Disclosures” and other standards. IFRS 9 sets out the requirements for classification, measurement and impairment of financial assets and hedge accounting.

Classification, measurement and impairment of financial assets

On the basis of the facts and circumstances that existed as at January 1, 2018, the Group has performed an assessment of the classification of recognized financial assets and has elected not to restate prior reporting periods.

124

The following table shows the original measurement categories and carrying amount under IAS 39 and the new measurement categories and carrying amount under IFRS 9 for each class of the Group’s financial assets and financial liabilities as of January 1, 2018.

Financial Assets
Cash and cash equivalents

Derivatives

Domestic listed equity securities

Domestic listed equity securities

Domestic unlisted equity
securities

Foreign unlisted equity securities
Domestic open-end beneficiary
certificates

Foreign open-end beneficiary
certificates

Time deposits with original
maturities of more than 3
months

Notes receivable, trade
receivables and other
receivables

Refundable deposits

Financial Assets
FVTPL
Add: Reclassification from
available-for-sale (IAS 39)
required reclassification
FVTOCI
Equity instruments
Add: Reclassification from
available-for-sale (IAS 39)
Measurement Category
IFRS 9
s
Amortized cost

Mandatorily at fair value through
profit or loss (i.e. FVTPL)
Mandatorily at FVTPL

Fair value through other
comprehensive income (i.e.
FVTOCI) - equity instrument

FVTOCI - equity instrument

FVTOCI - equity instrument

Mandatorily at FVTPL

Mandatorily at FVTPL
s
Amortized cost
s
Amortized cost
s
Amortized cost
Reclassifi-
cations
Remeasure-
ments
IFRS 9
Carrying
Amount as of
January 1,
2018
$ 1,053,539
$ (4,139)
1,053,539

(4,139)
$ 1,058,194

452,001

112,030

452,001

112,030

564,031
$ 1,505,540
$ 107,891
$ 1,622,225
Carrying Amount
IAS 39
IFRS 9
Remark
5,076,411 $ 5,076,411
-
31
31
-
8,763
8,763
-
268,582
268,582
a)
157,762
265,884
a)
25,657
29,565
a)
1,043,387
1,043,387
b)
10,152
6,013
b)
899,368
899,368
c)
4,146,995
4,146,995
d)
27,439
27,439
-
Retained
Earnings
Effect on
January 1,
2018
Other Equity
Effect on
January 1,
2018
Remark
b)
$ 10,662
$ (14,801)
a)

123,376

(11,346)
$ 134,038
$ (26,147)
Lo
He
He
Av
Av
Av
Av
Av
Lo
Lo
Lo






IAS 39
ans and receivable
ldfortrading
ldfortrading
ailableforsale
ailableforsale
ailableforsale
ailableforsale
ailableforsale
ans and receivable
ans and receivable
ans and receivable
IAS 39
Carrying
Amount as of
January 1,
2018
$ 8,794

-


8,794


-


-

$ 8,794
$


  • a) The Group elected to designated all its investments in equity securities previously classified as available-for-sale under IAS 39 as at FVTOCI under IFRS 9, because these investments are not held for trading. As a result, the related other equity - unrealized gain (loss) on availablefor-sale financial assets of $158,625 thousand was reclassified to other equity - unrealized gain (loss) on financial assets at FVTOCI.

Investments in unlisted shares previously measured at cost under IAS 39 have been designated as at FVTOCI under IFRS 9 and were remeasured at fair value. Consequently, an increase of $112,030 thousand was recognized in both financial assets at FVTOCI and other equity - unrealized gain (loss) on financial assets at FVTOCI on January 1, 2018, respectively.

The Group recognized under IAS 39 impairment loss on certain investments in equity securities previously classified as measured at cost and the loss was accumulated in retained earnings. Since those investments were designated as at FVTOCI under IFRS 9 and no impairment assessment is required, an adjustment was made that resulted in a decrease of $123,376 thousand in other equity - unrealized gain (loss) on financial assets at FVTOCI and an increase of the same amount in retained earnings on January 1, 2018, respectively.

125

  • b) Mutual funds previously classified as available-for-sale under IAS 39 were classified mandatorily as at FVTPL under IFRS 9, because the contractual cash flows are not solely payments of principal and interest on the principal outstanding and they are not equity instruments. The retrospective adjustment resulted in a decrease of $14,801 thousand in other equity - unrealized gain (loss) on available-for-sale financial assets and an increase of the same amount in retained earnings on January 1, 2018. Mutual funds previously measured at cost under IAS 39 were classified as at FVTPL under IFRS 9 and were measured at fair value. Consequently, a decrease of $4,139 thousand was recognized in both financial assets at FVTPL and retained earnings.

  • c) Debt investments previously classified as debt investments with no active market and measured at amortized cost under IAS 39 were classified as at amortized cost with an assessment of expected credit losses under IFRS 9, because on January 1, 2018, the contractual cash flows were solely payments of principal and interest on the principal outstanding and these investments were held within a business model whose objective is to collect contractual cash flows.

  • d) Notes receivable, trade receivables and other receivables that were previously classified as loans and receivables under IAS 39 were classified as measured at amortized cost with an assessment of expected credit losses under IFRS 9. The Group had assessed that the effect of retrospective application would not have any material impact.

  • e) As a result of the retrospective application of IFRS 9 by associates and joint ventures accounted for using equity method, there was a decrease in investments accounted for using equity method of $245 thousand, a decrease in other equity - unrealized gain (loss) on available-for-sale financial assets of $5,922 thousand, an increase on other equity - unrealized gain (loss) on financial assets at FVTOCI of $4,585 thousand and an increase in retained earnings of $1,092 thousand on January 1, 2018.

  • 2) IFRS 15 “Revenue from Contracts with Customers” and related amendments

Under IFRS 15, the net effect of revenue recognized and consideration received and receivable is recognized as a contract asset or a contract liability. Prior to the application of IFRS 15, the net effect of the progress billings, cost incurred and recognized profit (loss) of a construction contract was recognized as amount due from (to) customer for construction contract under IAS 11.

  • b. Amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IFRSs endorsed by the FSC for application starting from 2019
New, Amended or Revised Standards and Interpretations
(the “New IFRSs”)
Annual Improvements to IFRSs 2015-2017 Cycle

Amendments to IFRS 9 “Prepayment Features with Negative
Compensation”

IFRS 16 “Leases”

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 (Note 2)
January 1, 2019
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: The FSC permits the election for early adoption of the amendments starting from 2018.

126

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

IFRS 16 “Leases”

IFRS 16 provides a comprehensive model for the identification of lease arrangements and their treatment in the financial statements of both lessees and lessor. It supersedes IAS 17 “Leases”, IFRIC 4 “Determining whether An Arrangement Contains A Lease”, and a number of related interpretations.

Definition of a lease

Upon initial application of IFRS 16, the Group will elect to apply the guidance of IFRS 16 in determining whether contracts are, or contain, a lease only to contracts entered into (or changed) on or after January 1, 2019. Contracts identified as containing a lease under IAS 17 and IFRIC 4 will not be reassessed and will be accounted for in accordance with the transitional provisions under IFRS 16.

The Group as lessee

Upon initial application of IFRS 16, the Group will recognize right-of-use assets, or investment properties if the right-of-use assets meet the definition of investment properties, and lease liabilities for all leases on the consolidated balance sheets except for those whose payments under low-value asset and short-term leases will be recognized as expenses on a straight-line basis. On the consolidated statements of comprehensive income, the Group will present the depreciation expense charged on right-of-use assets separately from the interest expense accrued on lease liabilities; interest is computed using the effective interest method. On the consolidated statements of cash flows, cash payments for the principal portion of lease liabilities will be classified within financing activities; cash payments for the interest portion will be classified within financing activities. Currently, payments under operating lease contracts are recognized as expenses on a straight-line basis. Cash flows for operating leases are classified within operating activities on the consolidated statements of cash flows. Leased assets and finance lease payables are recognized for contracts classified as finance leases.

The Group anticipates applying IFRS 16 retrospectively with the cumulative effect of the initial application of this standard recognized on January 1, 2019. Comparative information will not be restated.

Lease liabilities will be recognized on January 1, 2019 for leases currently classified as operating leases with the application of IAS 17. Lease liabilities will be measured at the present value of the remaining lease payments, discounted using the lessee’s incremental borrowing rate on January 1, 2019. Rightof-use assets will be measured at an amount equal to the lease liabilities. The Group will apply IAS 36 to all right-of-use assets.

The Group expects to apply the following practical expedients:

  • 1) The Group will apply a single discount rate to a portfolio of leases with reasonably similar characteristics to measure lease liabilities.

  • 2) The Group will account for those leases for which the lease term ends on or before December 31, 2019 as short-term leases.

  • 3) The Group will exclude initial direct costs from the measurement of right-of-use assets on January 1, 2019.

  • 4)The Group will use hindsight, such as in determining lease terms, to measure lease liabilities

127

The Group as lessor

The Group will not make any adjustments for leases in which it is a lessor and will account for those leases with the application of IFRS 16 starting from January 1, 2019.

Anticipated impact on assets, liabilities and equity

Adjusted
Carrying Adjustments Carrying
Amount as of Arising from Amount as of
December 31, Initial January 1,
2018 Application
2019
Right-of-use assets $ -
$ 168,654
$ 168,654
Total effect on assets $ -
$ 168,654
$ 168,654
Lease liabilities - current $ -
$ 82,145
$ 82,145
Lease liabilities - non-current -

86,509

86,509
Total effect on liabilities $ -
$ 168,654
$ 168,654

Except for the above impact, as of the date the consolidated financial statements were authorized for issue, the Group had assessed that the application of other standards and interpretations would not have significant impacts on the Group’s financial position and financial performance.

  • c. New IFRSs in issue but not yet endorsed and issued into effect by the FSC
New IFRSs
Amendments to IFRS 3 “Definition of a Business”

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

IFRS 17 “Insurance Contracts”

Amendments to IAS 1 and IAS 8 “Definition of Material”
Effective Date
Announced by IASB (Note 1)
January 1, 2020 (Note 2)
To be determined by IASB
January 1, 2021
January 1, 2020 (Note 3)
  • 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 Group shall apply these amendments to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after January 1, 2020 and to asset acquisitions that occur on or after the beginning of that period.

  • Note 3: The Group shall apply these amendments prospectively for annual reporting periods beginning on or after January 1, 2020.

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.

128

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  • a. Statement of compliance

The consolidated financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRSs as endorsed and issued into effect by the FSC.

  • b. Basis of preparation

The consolidated financial statements have been prepared on the historical cost basis except for financial instruments 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, which are grouped into Levels 1 to 3 based on the degree to which the fair value measurement inputs are observable and based on the significance of the inputs to the fair value measurement in its entirety, which are described as follows:

  • 1) Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities;

  • 2) Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for an asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

  • 3) Level 3 inputs are unobservable inputs for an asset or liability.

  • c. Classification of current and noncurrent assets and liabilities

Current assets include:

  • 1) Assets held primarily for the purpose of trading;

  • 2) Assets expected to be realized within 12 months after the reporting period; and

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

Current liabilities include:

  • 1) Liabilities held primarily for the purpose of trading;

  • 2) Liabilities due to be settled within 12 months after the reporting period; and

  • 3) 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.

129

d. 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 intragroup 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 noncontrolling interests even if this results in the non-controlling interests having a deficit balance.

Changes in the Group’s ownership interests in subsidiaries that do not result in the Group losing control over the subsidiaries are accounted for as equity transactions. The carrying amounts of the Group’s interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the noncontrolling 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 16, Tables 9 and 10 for detailed information on subsidiaries (including percentage of ownership and main business).

e. Business combinations

Acquisitions of businesses are accounted for using the acquisition method. Acquisition-related costs are generally recognized in profit or loss as incurred.

Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree, and the fair value of the acquirer’s previously held equity interest in the acquiree (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. Other types of non-controlling interests are measured at fair value.

f. Foreign currencies

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

At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Exchange differences on monetary items arising from settlement or translation are recognized in profit or loss in the period in which they arise.

Non-monetary items measured at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Exchange differences arising from the retranslation of non-monetary items are included in profit or loss for the period except for exchange differences arising from the retranslation of non-monetary items in respect of which gains and losses are recognized directly in other comprehensive income, in which case, the exchange differences are also recognized directly in other comprehensive income.

Non-monetary items that are measured at historical cost in a foreign currency are not translated using the exchange rate at the date of the transaction.

130

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 the 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 non-controlling 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 acquired arising from the acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and translated at the rate of exchange prevailing at the end of each reporting period. Exchange differences are recognized in other comprehensive income.

g. Inventories

Inventories consist of raw materials, semi-finished goods, work-in-process, finished goods and inventory in transit, which are stated at the lower of cost or net realizable value. Inventory writedowns are made by item, except where it may be appropriate to group similar or related items. The 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.

h. 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. A joint venture is a joint arrangement whereby the Group and other parties that have joint control of the arrangement have rights to the net assets of the arrangement.

The Group uses the equity method to account for its investments in associates and joint ventures.

Under the equity method, investments in an associate and a joint venture are initially recognized at cost and adjusted thereafter to recognize the Group’s share of the profit or loss and other comprehensive income of the associate and joint venture. The Group also recognizes the changes in the Group’s share of the equity of associates and joint ventures 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.

131

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 had the investee 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 not allocated to any asset, including goodwill, that forms part of 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 had that associate 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.

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.

  • i. Property, plant and equipment

Property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment loss.

Property, plant and equipment in the course of construction are measured 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.

132

Depreciation of property, plant and equipment is recognized using the straight-line method. Each significant part is depreciated separately. If a lease term is shorter than the assets’ useful lives, such assets are depreciated over the lease term. The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in the estimates accounted for on a prospective basis.

On derecognition of an item of property, plant and equipment, the difference between the sales proceeds and the carrying amount of the asset is recognized in profit or loss.

  • j. Investment properties

Investment properties are properties held to earn rentals and/or for capital appreciation (including property under construction for such purposes). Investment properties also include land held for a currently undetermined future use.

Investment properties are initially measured at cost, including transaction costs. Subsequent to initial recognition, investment properties are measured at cost less accumulated depreciation and accumulated impairment loss. Depreciation is recognized using the straight-line method.

Investment properties under construction are measured at cost less accumulated impairment loss. Cost includes professional fees and borrowing costs eligible for capitalization. Depreciation of these assets commences when the assets are ready for their intended use.

On derecognition of an investment property, the difference between the net disposal proceeds and the carrying amount of the asset is included in profit or loss.

  • k. Goodwill

Goodwill arising from the acquisition of a business is measured 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 pro rata to the other assets of the unit 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 which is 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.

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l. Intangible assets

  • 1) Intangible assets acquired separately

Intangible assets with finite useful lives that are acquired separately are initially measured at cost and subsequently measured at cost less accumulated amortization and accumulated impairment loss. Amortization is recognized on a straight-line basis. The estimated useful lives, residual values, and amortization methods 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.

  • 2) Intangible assets acquired in a business combination

Intangible assets acquired in a business combination and recognized separately from goodwill are initially recognized at their fair value at the acquisition date (which is regarded as their cost). Subsequent to initial recognition, they are measured on the same basis as intangible assets that are acquired separately.

  • 3) Derecognition of intangible assets

On derecognition of an intangible asset, the difference between the net disposal proceeds and the carrying amount of the asset is recognized in profit or loss.

  • m. 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 individual cash-generating units on a reasonable and consistent basis of allocation.

Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment at least annually, and whenever there is an indication that the asset may be impaired.

The recoverable amount is the higher of fair value less costs to sell and value in use. If the recoverable amount of an asset or cash-generating unit is estimated to be less than its carrying amount, the carrying amount of the asset or cash-generating unit is reduced to its recoverable amount, with the resulting impairment loss recognized in profit or loss.

When an impairment loss is subsequently reversed, the carrying amount of the 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 for the asset or cash-generating unit in prior years. A reversal of an impairment loss is recognized in profit or loss.

n. Financial instruments

Financial assets and financial liabilities are recognized when a group entity becomes a party to the contractual provisions of the instruments.

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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 FVTPL) 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 FVTPL are recognized immediately in profit or loss.

  • 1) Financial assets

All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis.

  • a) Measurement categories

2018

Financial assets are classified into the following categories: Financial assets at FVTPL, financial assets at amortized cost and investments in equity instruments at FVTOCI.

  • i. Financial assets at FVTPL

The Group recognizes a financial asset at FVTPL when such a financial asset is mandatorily classified or designated as at FVTPL, including investments in equity instruments which are not designated as at FVTOCI.

Financial assets at FVTPL are subsequently measured 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 does not incorporate any dividends or interest earned on such a financial asset. Fair value is determined in the manner described in Note 34.

  • ii. Financial assets at amortized cost

Financial assets that meet the following conditions are subsequently measured at amortized cost:

  • i) The financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and

  • ii) The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Subsequent to initial recognition, financial assets at amortized cost, including cash and cash equivalents, financial assets at amortized cost, trade receivables at amortized cost and refundable deposits, are measured at amortized cost, which equals the gross carrying amount determined using the effective interest method less any impairment loss. Exchange differences are recognized in profit or loss.

Interest income is calculated by applying the effective interest rate to the gross carrying amount of such a financial asset, except for:

  • i) Purchased or originated credit-impaired financial assets, for which interest income is calculated by applying the credit-adjusted effective interest rate to the amortized cost of such financial assets; and

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  • ii) Financial assets that are not credit-impaired on purchase or origination but have subsequently become credit-impaired, for which interest income is calculated by applying the effective interest rate to the amortized cost of such financial assets in subsequent reporting periods.

Cash equivalents include time deposits with original maturities within 3 months from the date of acquisition, which are highly liquid, readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. These cash equivalents are held for the purpose of meeting short-term cash commitments.

iii. Investments in equity instruments at FVTOCI

On initial recognition, the Group may make an irrevocable election to designate investments in equity instruments as at FVTOCI. Designation as at FVTOCI is not permitted if the equity investment is held for trading or if it is contingent consideration recognized by an acquirer in a business combination.

Investments in equity instruments at FVTOCI are subsequently measured at fair value with gains and losses arising from changes in fair value recognized in other comprehensive income and accumulated in other equity. The cumulative gain or loss will not be reclassified to profit or loss on disposal of the equity investments; instead, it will be transferred to retained earnings.

Dividends on these investments in equity instruments are recognized in profit or loss when the Group’s right to receive the dividends is established, unless the dividends clearly represent a recovery of part of the cost of the investment.

2017

Financial assets are classified into the following categories: Financial assets at FVTPL, available-for-sale financial assets and loans and receivables.

  • i. Financial assets at FVTPL

Financial assets are classified as at FVTPL 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 does not incorporate any dividends or interest earned on such a financial asset. Fair value is determined in the manner described in Note 34.

ii. Available-for-sale financial assets

Available-for-sale financial assets are non-derivatives that are either designated as available-for-sale or are not classified as loans and receivables, held-to-maturity investments or financial assets at FVTPL.

Available-for-sale financial assets are measured at fair value. Dividends on available-forsale equity instruments are recognized in profit or loss when the Group’s right to receive the dividends is established. 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 such investments are disposed of or are determined to be impaired.

136

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 presented as 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 the carrying amount and the fair value of such financial assets is recognized in other comprehensive income. Any impairment losses are recognized in profit and loss.

iii. Loans and receivables

Loans and receivables (including cash and cash equivalents, trade receivables, debt investments with no active market and refundable deposits) are measured using the effective interest method at amortized cost less any impairment, except for short-term receivables when the effect of discounting is immaterial.

Cash equivalents include time deposits with original maturities within 3 months from the date of acquisition, which are highly liquid, readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. These cash equivalents are held for the purpose of meeting short-term cash commitments.

  • b) Impairment of financial assets and contract assets

2018

The Group recognizes a loss allowance for expected credit losses on financial assets at amortized cost (including trade receivables) that are measured at FVTOCI, as well as contract assets.

The Group always recognizes lifetime expected credit losses (i.e. ECLs) for trade receivables and contract assets. For all other financial instruments, the Group recognizes lifetime ECLs when there has been a significant increase in credit risk since initial recognition. If, on the other hand, the credit risk on a financial instrument has not increased significantly since initial recognition, the Group measures the loss allowance for that financial instrument at an amount equal to 12-month ECLs.

Expected credit losses reflect the weighted average of credit losses with the respective risks of default occurring as the weights. Lifetime ECLs represent the expected credit losses that will result from all possible default events over the expected life of a financial instrument. In contrast, 12-month ECLs represent the portion of lifetime ECLs that is expected to result from default events on a financial instrument that are possible within 12 months after the reporting date.

The Group recognizes an impairment gain or loss in profit or loss for all financial instruments with a corresponding adjustment to their carrying amount through a loss allowance account.

2017

Financial assets, other than those at FVTPL, 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 such financial assets, that the estimated future cash flows of the investment have been affected.

137

Financial assets at amortized cost, such as trade receivables, are assessed for impairment on a collective basis even if they were assessed not to be impaired individually. Objective evidence of impairment for a portfolio of receivables could include the Group’s past experience with 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 defaults on receivables.

For a financial asset at amortized cost, the amount of the impairment loss recognized is the difference between such an asset’s carrying amount and the present value of its estimated future cash flows, discounted at the financial asset’s original effective interest rate. 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 impairment is recognized in other comprehensive income.

For a financial asset measured at cost, the amount of the impairment loss is measured as the difference between such an asset’s carrying amount and the present value of its estimated future cash flows discounted at the current market rate of return for a similar financial asset. Such impairment loss will not be reversed in subsequent periods.

The carrying amount of a financial asset is reduced by the impairment loss directly for all financial assets, with the exception of trade receivables, where the carrying amount is reduced through the use of an allowance account. When trade 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.

  • c) Derecognition of financial assets

The Group derecognizes a financial asset only when the contractual rights to the cash flows from the asset expire or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party.

138

Before 2018, 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 which had been recognized in other comprehensive income is recognized in profit or loss. Starting from 2018, on derecognition of a financial asset at amortized cost in its entirety, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss. On derecognition of an investment in an equity instrument at FVTOCI, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss, and the cumulative gain or loss which had been recognized in other comprehensive income is transferred directly to retained earnings, without recycling through profit or loss.

  • 2) Equity instruments

Debt and equity instruments issued by a group entity are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

Equity instruments issued by a group entity are recognized at the proceeds received, net of direct issue costs.

Repurchase of the Corporation’s own equity instruments is recognized in and deducted directly from equity. No gain or loss is recognized in profit or loss on the purchase, sale, issuance or cancellation of the Corporation’s own equity instruments.

  • 3) Financial liabilities

  • a) Subsequent measurement

Except for financial liabilities at FVTPL, all financial liabilities are measured at amortized cost using the effective interest method.

Financial liabilities at FVTPL 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 does not incorporate any interest or dividend paid on such financial liability. Fair value is determined in the manner described in Note 34.

  • b) Derecognition of financial liabilities

The difference between the carrying amount of a financial liability derecognized and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss.

  • 4) Convertible bonds

The component parts of compound instruments (convertible bonds) issued by the Group are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

On initial recognition, the fair value of the liability component is estimated using the prevailing market interest rate for similar non-convertible instruments. This amount is recorded as a liability on an amortized cost basis using the effective interest method until extinguished upon conversion or upon the instrument’s maturity date. Any embedded derivative liability is measured at fair value.

139

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 premiums. When the conversion option remains unexercised at maturity, the balance recognized in equity will be transferred to capital surplus - share premiums.

Transaction costs that relate to the issuance 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.

o. 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 to assure that products comply with agreed-upon specifications are recognized on the date of sale of the relevant products at the best estimate by the management of the Group of the expenditures required to settle the obligations.

p. Revenue recognition

2018

The Group identifies contracts with customers, allocates the transaction price to the performance obligations and recognizes revenue when performance obligations are satisfied.

1) Revenue from the sale of goods

Revenue from sale of goods comes from sales of test instruments and other products. Revenue is recognized when the goods are delivered to the customer’s specific location or the goods are shipped because it is the time when the customer has full discretion over the manner of distribution and bears the risks of obsolescence. Trade receivables are recognized concurrently. The transaction price received is recognized as a contract liability until the goods are delivered to the customer.

The Group does not recognize revenue on materials delivered to subcontractors because this delivery does not involve a transfer of control.

2) Revenue from the rendering of services

Revenue from the rendering of services comes from wafer level test and development of cloud platform. The Group acquires enforceable right to payment for services rendered in accordance with customer contracts only upon completion of the services; thus, the Group recognizes revenue from rendering of services upon completion of the contract.

140

3) Construction contract revenue

For construction contracts to build customized production line, the Group recognizes revenue over time. The Group measures the progress on the basis of costs incurred relative to the total expected costs as there is a direct relationship between the costs incurred and the progress of satisfying the performance obligations. Contract assets are recognized during the construction and are reclassified to trade receivables at the point at which the customer is invoiced. If the milestone payments exceed the revenue recognized to date, then the Group recognizes contract liabilities for the difference. Certain payment retained by the customer as specified in the contract is intended to ensure that the Group adequately completes all of its contractual obligations. Such retention receivables are recognized as contract assets until the Group satisfies its performance obligations.

2017

Revenue is measured at the fair value of the consideration received or receivable and reduced for estimated customer returns, rebates and other similar allowances.

1) Sale of goods

Revenue from the sale of goods is recognized when all the following conditions are satisfied:

  • a) The Group has transferred to the buyer the significant risks and rewards of ownership of the goods;

  • b) The Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

  • c) The amount of revenue can be measured reliably;

  • d) It is probable that the economic benefits associated with the transaction will flow to the Group; and

  • e) The costs incurred or to be incurred in respect of the transaction can be measured reliably.

The Group does not recognized sales revenue on materials delivered to subcontractors because this delivery does not involve a transfer of risks and rewards of materials’ ownership.

  • 2) Revenue from the rendering of services

Service income is recognized when services are provided.

  • 3) Dividend and interest income

Dividend income from investments is recognized when the shareholder’s right to receive payment has been established and provided that it is probable that the economic benefits will flow to the Group and that 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 with reference to the principal outstanding and at the applicable effective interest rate.

141

4) Construction contracts

When the outcome of a construction contract can be estimated reliably, revenue and costs are recognized with reference to the stage of completion of the contract activity at the end of the reporting period, measured based on the proportion of contract costs incurred to date relative to the estimated total contract costs. Variations in contract work, claims and incentive payments are included to the extent that the amount can be measured reliably and its receipt is considered probable.

When it is probable that total contract costs will exceed total contract revenue, the expected loss is recognized as an expense immediately.

When contract costs incurred to date plus recognized profits less recognized losses exceed progress billings, the surplus is presented as construction contracts receivable. For contracts where progress billings exceed contract costs incurred to date plus recognized profits less recognized losses, the surplus is presented as construction contracts payable. Amounts received before the related work is performed are recognized as 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.

  • q. Borrowing costs

Borrowing costs directly attributable to an acquisition, construction or production of qualifying assets are added to the cost of those assets, until such time that the assets are substantially ready for their intended use or sale.

Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalization.

Other than stated above, all other borrowing costs are recognized in profit or loss in the period in which they are incurred.

  • r. 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 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.

s. Employee benefits

  • 1) Short-term employee benefits

Liabilities recognized in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for the related service.

142

2) 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 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.

3) Other long-term employee benefits

Other long-term employee benefits are accounted for in the same way as the accounting required for defined benefit plans except that remeasurement is recognized in profit or loss.

t. 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 shares or options that are expected to 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 is recognized on the grant date, with a corresponding increase in capital surplus - restricted shares for employees. If restricted shares for employees are granted for consideration and should be returned once the employee resigns, they are recognized as payables. Dividends paid to employees on 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 expenses reflect the revised estimate, with a corresponding adjustment to capital surplus - employee share options and capital surplus - restricted shares for employees.

u. Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

1) Current tax

According to the Income Tax Law in the ROC, an additional tax of unappropriated earnings is provided for as income tax in the year the shareholders approve to retain earnings.

143

Adjustments of prior years’ tax liabilities are added to or deducted from the current year’s tax provision.

2) Deferred tax

Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities and the corresponding tax bases used in the computation of taxable profit.

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 it is probable that taxable profits will be available against which those deductible temporary differences can be utilized.

Deferred tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries, associates and interests in joint arrangements, 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 assets to be recovered. A previously unrecognized deferred tax asset is also reviewed at the end of each reporting period and recognized to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.

Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liabilities are settled or the assets are 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.

3) Current and deferred taxes for the year

Current and deferred taxes are recognized in profit or loss, except when they relate to items that are recognized in other comprehensive income or directly in equity, in which case, the current and deferred taxes are also recognized in other comprehensive income or directly in equity, respectively. Where current tax or deferred tax arises from a business combination, the tax effect is included in the accounting for 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, estimations 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.

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a. Estimated impairment of trade receivables

The provision for impairment of trade receivables is based on assumptions about risk of default and expected loss rates. The Group uses judgment in making these assumptions and in selecting the inputs to the impairment calculation, based on the Group’s historical experience, existing market conditions as well as forward looking estimates as of the end of each reporting period. For details of the key assumptions and inputs used, see Note 13. Where the actual future cash flows are less than expected, a material impairment loss may arise.

b.Write-down 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 is 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
2018
2017
Cash on hand
$ 4,515
$ 5,439
Checking accounts and demand deposits
2,728,749
4,251,592
Cash equivalents
Time deposits with maturities less than 3 months

190,693

819,380
$ 2,923,957
$ 5,076,411
FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS
December 31
2018
2017
Mandatorily at FVTPL
Non-derivative financial assets
Domestic listed shares
$ 3,653
$ -
Open-end beneficiary certificates
1,342,291

-
1,345,944

-
Held for trading
Derivative instruments (Note 23)
Call and put option of convertible bonds payable
-
31
Non-derivative financial assets
Domestic listed shares

-

8,763

-

8,794
Financial assets - current
$ 1,345,944
$ 8,794
Mandatorily at FVTPL-non-current
Non-derivative financial assets
Open-end beneficiary certificates
$ 6,807
$ -
December 31 December 31






2018
$ 3,653

1,342,291

1,345,944

-
-

-

$ 1,345,944

$ 6,807
2017
$ -
-
-
31
8,763
8,794
$ 8,794
$ -

7. FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS

145

8. FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME - 2018

December 31,
2018
Investments in equity instruments-non-current
Domestic listed ordinary shares $ 431,797
Domestic unlisted ordinary shares 182,039
Foreign unlisted ordinary shares
4,435
$ 618,271

These investments in equity instruments are not held for trading. Instead, they are held for medium to longterm strategic purposes. Refer to Table 3 for the detailed information. Accordingly, the management elected to designate these investments in equity instruments as at FVTOCI as they believe that recognizing shortterm fluctuations in these investments’ fair value in profit or loss would not be consistent with the Group’s strategy of holding these investments for long-term purposes. These investments in equity instruments were classified as available-for-sale and measured at cost under IAS 39. Refer to Note 3, Note 10 and Note 11 for information relating to their reclassification and comparative information for 2017.

9. FINANCIAL ASSETS MEASURED AT AMORTIZED COST - CURRENT - 2018

December 31,
2018
Time deposits with original maturities of more than 3 months $ 188,951
Pledge deposits (Note 36) 229,935
$ 418,886
AVAILABLE-FOR-SALE FINANCIAL ASSETS - 2017
December 31,
2017
Current
Domestic open-end beneficiary certificates $ 1,043,387
Non-current
Domestic listed shares $ 268,582

10. AVAILABLE-FOR-SALE FINANCIAL ASSETS - 2017

146

11. FINANCIAL ASSETS MEASURED AT COST - NON-CURRENT - 2017

December 31,
2017
Domestic unlisted ordinary shares $ 157,762
Foreign unlisted ordinary shares 25,657
Foreign open-end beneficiary certificates
10,152
$ 193,571
Classified according to financial asset measurement categories
Available-for-sale financial assets $ 193,571

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.

12. DEBT INVESTMENTS WITH NO ACTIVE MARKET - CURRENT - 2017

December 31,
2017
Time deposits with original maturities of more than 3 months $ 407,921
Pledge deposits (Note 36) 491,447
$ 899,368

13. NOTES RECEIVABLE AND TRADE RECEIVABLES

Gross carrying amount at amortized cost

Less: Allowance for impairment loss


Gross carrying amount at amortized cost - related parties

December 31 December 31




2018
$ 4,909,282

(126,330)

4,782,952

51,818

$ 4,834,770
2017
$ 4,094,746
(127,707)
3,967,039
47,702
$ 4,014,741

In 2018

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. 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.

147

The Group applies the simplified approach to providing for expected credit losses prescribed by IFRS 9, which permits the use of lifetime expected loss provision for all trade receivables. The expected credit losses on trade receivables are estimated by reference to past default experience of the debtor and an analysis of the debtor’s current financial position, adjusted for general economic conditions of the industry in which the debtors operate. As the Group’s historical credit loss experience does not show other factors that matter significantly, the expected credit loss rate is based on past due status of trade receivables.

The Group writes off a trade receivable when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery. For trade receivables that have been written off, the Group continues to engage in enforcement activity to attempt to recover the receivables due. Where recoveries are made, these are recognized in profit or loss.

The aging schedule of notes receivable and trade receivables based on the past due days was as follows:

December 31,
2018
Less than 60 days $ 4,365,269
61-180 days 230,296
Over 180 days
313,717
$ 4,909,282

The movements of the loss allowance of notes receivable and trade receivables were as follows:

For the Year
Ended
December 31,
2018
Balance at January 1, 2018 per IAS 39
$ 127,707
Adjustment on initial application of IFRS 9
-
Balance at January 1, 2018 per IFRS 9 127,707
Add: Impairment loss recognized on receivables 8,899
Less: Amounts written off (10,545)
Foreign exchange gains and losses
269
Balance at December 31, 2018 $ 126,330

In 2017

The Group applied the same credit policy in 2018 and 2017. 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.

148

The aging of notes receivable and trade receivables was as follows:

December 31,
2017
Less than 60 days $ 3,333,066
61-180 days 429,499
Over 180 days
332,181
$ 4,094,746

The above aging schedule was based on the past due days from end of credit term.

The aging of notes receivable and trade receivables that were past due but not impaired was as follows:

December 31,
2017
Less than 60 days $ 447,305
61-180 days 415,515
Over 180 days
231,913
$ 1,094,733
The above aging schedule was based on the past due days from end of credit term.
The movements of the allowance for doubtful notes receivable and trade receivables were as follows:
Individually Collectively
Assessed for Assessed for
Impairment Impairment
Total
Balance at January 1, 2017
$ 135,696
$ 34,665
$ 170,361
Add: Impairment losses recognized on
receivables 2,407 41,260 43,667
Less: Amounts written off during the year as
uncollectible
(83,378) (401)
(83,779)
Reclassification of impairment loss from
collective assessment to individual
assessment 31,071
(31,071) -
Foreign exchange translation gains
(1,017)

(1,525)

(2,542)
Balance at December 31, 2017
$ 84,779
$ 42,928
$ 127,707

The allowance for impairment loss assessed individually on customers in liquidation or in severe financial difficulties amounted to $84,779 thousand as of December 31, 2017. The Group did not hold any collateral over these balances.

149

14. CONSTRUCTION CONTRACTS RECEIVABLE (PAYABLE)

December 31, December 31,
2017
Construction contracts receivable
Construction costs incurred plus recognized profits (less recognized losses) to
date $ 316,677
Less: Progress billings (114,142)
Due from customers for construction contracts $ 202,535
Construction contracts payable
Progress billings $ 1,149,807
Less: Construction costs incurred plus recognized profits less recognized losses
to date (597,280)
Due to customers for construction contracts $ 552,527
Receipts in advance $
10,434

The Group recognized construction contract revenue of $2,538,348 thousand in accordance with IAS 11 for the year ended December 31, 2017.

15. INVENTORIES

Finished goods

Semi-finished products
Work in process
Raw materials
Inventory in transit

December 31 December 31


2018
$ 482,436

381,704
613,007
939,667
-

$ 2,416,814
2017
$ 482,724
390,533
686,539
842,094
29,184
$ 2,431,074

The cost of inventories recognized as cost of goods sold for the years ended December 31, 2018 and 2017 was $6,032,195 thousand and $5,941,061 thousand, respectively. The cost of goods sold included inventory write-downs of $22,933 thousand and the reversal of inventory write-downs of $38,384 thousand, respectively.

150

16. 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.
Quantel Global Sdn. Bhd.
Sale and maintenance of test instruments, etc.
Quantel Global Philippines
Corporation
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
2018
2017
Remark
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
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
85.6
73.8
Note 3
60.0
60.0
71.1
89.3
Note 4
78.1
78.1
Note 5
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
100.0
Note 6
100.0
100.0
Note 6
100.0
-
Note 6
100.0
-
Note 6
100.0
100.0
Note 7
  • 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. 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 resolved to participate in the capital injection at the same percentage as originally owned. The Corporation’s equity interest in Adivic remained the same.

151

  • 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. In August 2018, EVT decreased its capital by $30,000 thousand to make up for losses and increased its capital by $50,000 thousand subsequently. The Corporation’s board of directors participated in the capital injection. The Corporation’s equity interest in EVT rose to 85.6% after the cash injection.

  • Note 4: In response to the demand of 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 and May 2018, Innovative Nanotech Incorporated increased its capital. The Corporation participated in the cash injection and held 71.1% equity consequently.

  • Note 5: 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% in 2017.

  • Note 6: To lay out sales network in Southeast Asia, Quantel Private Ltd. resolved to set up Quantel Technologies India Private Ltd., Quantel Global Vietnam Co., Ltd. in the fourth quarter of 2017, Quantel Global Sdn. Bhd. and Quantel Global Philippines Corporation in the first and second quarter of 2018, respectively, to be engaged in the sale of test instruments.

  • Note 7: 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.

17. INVESTMENTS ACCOUNTED FOR USING EQUITY METHOD

Investments in associates

Investments in joint ventures

December 31 December 31


2018
$ 632,045

17,664

$ 649,709
2017
$ 623,941
17,626
$ 641,567

a.Investments in associates

Associates that are not
individually material
Adlink Technology Inc.

Dynascan Technology Corp.

December 31 December 31 December 31
2018
Amount
Percentage
of Equity
Interest (%)
$ 517,852
11.3

114,193
27.3

$ 632,045
2017





Amount
Percentage
of Equity
Interest (%)
$ 529,538
11.3
94,403
27.3
$ 623,941

152

Aggregate information of associates that are not individually material:

The Group’s share of:
Profit from continuing operations
Other comprehensive loss
Total comprehensive income for the year
For the Year Ended December
31
For the Year Ended December
31
For the Year Ended December
31


2018
$ 47,977

(1,531)

$ 46,446
2017
$ 49,171
(7,808)
$ 41,363

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.

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. Investments in joint ventures

Joint ventures that are not
individually material
Chih Ho Shun Development
Co., Ltd.
December 31 December 31 December 31
2018
Amount
Percentage
of Equity
Interest (%)
$ 17,664
35.0
2017

Amount
Percentage
of Equity
Interest (%)
$ 17,626
35.0

Aggregate information of joint ventures that are not individually material:

The Group’s share of:
Profit from continuing operations
Other comprehensive income
Total comprehensive income for the year
For the Year Ended December
31
For the Year Ended December
31
For the Year Ended December
31

2018
$ 38

-
$ 38
2017
$ 33
-
$ 33

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 for a 35% entity interest in Chih Ho Shun but did not have control over this investee.

The investments in joint ventures accounted for using equity method and the share of profit or loss and other comprehensive income of the investment for the years ended December 31, 2018 and 2017 was based on the joint ventures’ financial statements which have been audited.

153

18. PROPERTY, PLANT AND EQUIPMENT

Cost
Balance, January 1, 2017

Additions
Disposals
Acquisition through business
combinations (Note 32)
Intercompany transfer
Exchange differences


Balance, December 31, 2017


Accumulated depreciation


Balance, January 1, 2017

Depreciation

Disposals

Acquisition through business
combinations (Note 32)

Intercompany transfer

Exchange differences


Balance, December 31, 2017


Carrying value at December 31, 2017

Cost
Balance, January 1, 2018

Additions
Disposals
Transferred from prepayments for
land and equipment
Transferred from inventories
Reclassification
Exchange differences

Balance, December 31, 2018

Accumulated depreciation


Balance, January 1, 2018

Depreciation

Disposals

Reclassification

Exchange differences


Balance, December 31, 2018


Carrying value at December 31, 2018
Land
$ 525,615

-
-
-
-

(5,268)

$ 520,347

$ -

-
-
-
-

-

$ -

$ 520,347

$ 520,347

-
-
688,331
-
-

2,550

$ 1,211,228

$ -

-
-
-

-

$ -

$ 1,211,228
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

$ 2,526,395

41,136
-
-
-
-

5,526

$ 2,573,057

$ 1,073,428

85,011
-
-

363

$ 1,158,802

$ 1,414,255
Machinery
Miscellaneous
Equipment
$ 930,663
$ 1,485,404

23,430
141,826

(186,480)
(80,708)
371
751
22,842
103,325

(5,928)

(5,256)

$ 784,898
$ 1,645,342

$ 743,583
$ 1,034,493

84,455
133,372

(185,362)
(64,378)
56
182
(1,217)
-

(3,834)

(2,380)

$ 637,681
$ 1,101,289

$ 147,217
$ 544,053

$ 784,898
$ 1,645,342

71,384
147,796
(36,088)
(58,788)
-
-
12,936
86,542
(323)
323

1,722

(7,698)

$ 834,529
$ 1,813,517

$ 637,681
$ 1,101,289

61,951
161,961
(34,428)
(41,061)
(210)
210

1,115

(4,868)

$ 666,109
$ 1,217,531

$ 168,420
$ 595,986
Total
$ 5,475,946
178,878

(267,220)
1,122
126,167

(37,911)
$ 5,476,982
$ 2,761,819
310,239

(249,769)
238
(1,217)

(8,912)
$ 2,812,398
$ 2,664,584
$ 5,476,982
260,316

(94,876)
688,331
99,478
-

2,100
$ 6,432,331
$ 2,812,398
308,923

(75,489)
-

(3,390)
$ 3,042,442
$ 3,389,889

The above items of property, plant and equipment are depreciated on a straight-line basis over their estimated useful lives as follows:

Buildings Primary buildings 55 years Mechanical and electrical equipment 10 years Clean room equipment 10 years Others 2-50 year Machinery 2-6 years scellaneous equipment 13-16 year

154

Refer to Note 36 for property, plant and equipment have been pledged to secure borrowings of the Group.

19. INVESTMENT PROPERTIES

Cost
January 1, 2018

Transferred from prepayments for land and equipment

December 31, 2018
Land
$ -
3,137,187
$ 3,137,187

The Group acquired the land ownership certificates of the investment and development plan, “The Action Plan of Developing Land Surrounding the MRT Airport Station to Improve Civilian’s Life” in the third quarter of 2018 and transferred the parts of land held for undetermined future use to investment properties. Please refer to Note 38. The determination of fair value was performed by independent qualified professional valuers, and the fair value was measured by using Level 3 inputs. The valuation was arrived at by reference to market evidence of transaction prices for similar properties. The significant unobservable inputs used include discount rates and the fair value as appraised.

December 31,
2018
Fair value $ 13,588,172

All of the Group’s investment properties were held under freehold interests.

20. GOODWILL


Cost

Balance, beginning of the year

Acquisition through business combination (Note 32)
Net effect of exchange differences

Balance, end of the year
For the Year Ended December
31
For the Year Ended December
31
For the Year Ended December
31




2018
$ 225,408

-
2,553

$ 227,961
2017
$ 220,236
11,737
(6,565)
$ 225,408

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, 2018 and 2017.

155

21. OTHER INTANGIBLE ASSETS


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

Cost

Balance, January 1, 2018

Disposals
Exchange differences

Balance, December 31,
2018

Accumulated amortization


Balance, January 1, 2018

Amortization expenses

Disposals


Balance, December 31,
2018


Carrying value at
December 31, 2018
Patents
Licenses and
Franchises
Core
Technology
Customer
Relationships
$ -
$ -
$ 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

$ 16,088
$ 32,662
$ 317,931
$ 5,592

-
-
(317,931)
-

-

-

-

-

$ 16,088
$ 32,662
$ -
$ 5,592

$ 268
$ 136
$ 317,428
$ 1,957

3,218
1,633
503
1,118

-

-
(317,931)

-

$ 3,486
$ 1,769
$ -
$ 3,075

$ 12,602
$ 30,893
$ -
$ 2,517
Computer
Software
$ -


162
-

2

$ 164

$ -

19

1

$ 20

$ 144

$ 164

-


(3)

$ 161

$ 20

19

-

$ 39

$ 122
Total
$ 323,523

48,912

2
$ 372,437
$ 316,256
3,552

1
$ 319,809
$ 52,628
$ 372,437
(317,931)

(3)
$ 54,503
$ 319,809
6,491
(317,931)
$ 8,369
$ 46,134

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 20 years
Core technology 5 years
Customer relationships 5 years
Computer software 10 years

156

22. BORROWINGS

a.Short-term borrowings

Unsecured borrowings
Bank loans
December 31 December 31
2018
$ 807,348
2017
$ 471,638

As of December 31, 2018 and 2017, the interest rate on the bank loans was 0.86%-5.50% and 0.85%4.50% per annum, respectively.

b.Long-term borrowings

Secured borrowings
Bank loans (1) (Note 36)

Unsecured borrowings
Syndicated bank loans (2)
Bank loans (3)


Less: Current portions

Long-term borrowings
December 31 December 31




2018
$ 467,261

-

1,500,000

1,967,261

13,240

$ 1,954,021
2017
$ 177,735
1,200,000
900,000
2,277,735
1,216,042
$ 1,061,693
  • 1) Secured by the Group’s financial assets amortized at cost, debt investments with no active market and property, plant and equipment. The final repayment period of those bank loans will be due in March 2023 to November 2025. As of December 31, 2018 and 2017, the effective interest rate on the bank loans were 1.17%-5.75% and 0.90%-8.88% per annum, respectively.

  • 2) On August 30, 2012, the Group 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 38). The syndicated bank loan had been repaid from March 2017 to March 2018 in three equal semiannual installments ($400,000 thousand per installment), the remaining $800,000 thousand had been repaid in September 2018. As of December 31, 2017, the interest rate per annum was 1.58% on a floating basis and the interest is paid monthly.

  • 3) The bank loans are for the purpose of general operation with due date on June 8, 2023. As of December 31, 2018 and 2017, the interest rates on the bank loans were 1.08%-1.20% and 1.17%1.20% per annum, respectively.

157

23. BONDS PAYABLE

December 31,
2017
Unsecured domestic convertible bonds $ 99,703

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 from June 24, 2014 to May 13, 2019. The conversion price would be adjusted when earning distribution of cash dividends was resolved by shareholders’ meeting. The unsecured domestic convertible bonds had been completely converted into the Corporation’s common stock in the fourth quarter of 2018.

24. OTHER PAYABLES

Salaries and bonus (including employee’s compensation and
remuneration of directors)

Others

December 31 December 31


2018
$ 915,728

343,248

$ 1,258,976
2017
$ 872,526
293,927
$ 1,166,453

25. RETIREMENT BENEFIT PLANS

a.Defined contribution plans

The Corporation and its subsidiaries in the 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 People’s Republic of China, USA, Europe, Singapore, Japan and branches in Korea 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.

b.Defined benefit plans

The defined benefit plans adopted by the Corporation and its subsidiaries, Chroma New Material Corp. and Adivic Technology Co. in accordance with the Labor Standard Law is operated by the government of the ROC. 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.

158

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


2018
$ 470,802

(310,748)

$ 160,054
2017
$ 459,640
(293,814)
$ 165,826

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 Liabilities
Balance at January 1, 2017
$ 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
Current service cost 4,030 - 4,030
Net interest expense (income)

6,325

(4,149)

2,176
Recognized in profit or loss

10,355

(4,149)

6,206
Remeasurement
Return on plan assets (excluding
amounts included in net interest) - (7,472) (7,472)
Actuarial loss - changes in demographic
assumptions 442 - 442
Actuarial loss - changes in financial
assumptions 7,047 - 7,047
Actuarial loss - experience adjustments
4,777

-

4,777
Recognized in other comprehensive
income

12,266

(7,472)

4,794
Contributions from employer -
(16,772)
(16,772)
Benefits paid
(11,459)

11,459

-
Balance at December 31, 2018
$ 470,802
$(310,748)
$ 160,054

159

Through the defined benefit plans under the Labor Standards Law, the Group is exposed to the following risks:

  • 1) Investment risk: The plan assets are invested in domestic and foreign equity and debt securities, bank deposits, etc. The investment is conducted at the discretion of the Bureau or under the mandated management. However, in accordance with relevant regulations, the return generated by plan assets should not be below the interest rate for a 2-year time deposit with local banks.

  • 2) Interest risk: A decrease in the government bond interest rate will increase the present value of the defined benefit obligation; however, this will be partially offset by an increase in the return on the plan’s debt investments.

  • 3) Salary risk: The present value of the defined benefit obligation is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the present value of the defined benefit obligation.

The actuarial valuations of the present value of the defined benefit obligation were carried out by qualified actuaries. The significant assumptions used for the purposes of the actuarial valuations were as follows:

Discount rate(s)

Expected rate(s) of salary increase
December 31
2018
2017
0.88%-1.38% 0.88%-1.63%
1.50%-2.50% 1.50%-2.50%

If possible reasonable changes 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



2018
$(13,988)

$ 14,593

$ 14,173

$(13,659)
2017
$(14,066)
$ 14,697
$ 14,293
$(13,752)

The sensitivity analysis presented above may not be representative of the actual changes in the present value of the defined benefit obligation as it is unlikely that the changes 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
2018
2017
$ 16,615
$ 16,338
12.7 years
13.5 years

160

26. 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



2018
450,000

$ 4,500,000

416,779

$ 4,167,794
2017
450,000
$ 4,500,000
411,894
$ 4,118,942

The authorized shares include 30,000 thousand shares allocated for the exercise of employee share options.

b. Capital surplus

May be used to offset a deficit, distributed as cash
dividends, or
transferred to share capital (Note)
Additional paid-in capital

Treasury share transactions
Consolidation excess
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


2018
$ 2,860,255

179,801
146,976
12,421
44,110
-
87,000
139,074

$ 3,469,637
2017
$ 2,514,454
171,229
146,976
5,874
44,377
7,209
116,389
180,781
$ 3,187,289

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 dividend policy

Under the dividend policy as set forth in the Corporation’s Articles of Incorporation (the “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, please refer to d. employees’ compensation and remuneration of directors in Note 28.

161

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 a 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 deficits 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.

Items referred to under Rule No. 1010012865 and Rule No. 1010047490 issued by the FSC and in 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.

The appropriations of earnings for 2017 and 2016 have been approved in the annual shareholders’ meeting on June 8, 2018 and 2017, respectively, were as follows:


Legal reserve

Cash dividends
Appropriation of Earnings
For Fiscal
Year 2017
For Fiscal
Year 2016
$ 255,841 $ 171,994
1,854,424 1,314,425
Dividend Per Share (NT$)
For Fiscal
Year 2017
For Fiscal
Year 2016


$ 4.5
$ 3.3

The appropriations of earnings for 2018 had been proposed by the Corporation’s board of directors on February 21, 2019. The appropriations and dividends per share were as follows:

Appropriation Dividends Per
of Earnings Share (NT$)
Legal reserve $ 254,628
Cash dividends 1,750,896 $4.2

The appropriations of earnings for 2018 are subject to the resolution in the shareholders’ meeting to be held on June 18, 2019.

  • 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.

162

e. Other equity items

Exchange
Differences on
Translating
Foreign
Operations
Unrealized Gain
(Loss) on
Financial Assets
at FVTOCI
Unrealized Gain
(Loss) on
Available-for-
sale Financial
Assets
For the year ended December 31, 2018
Balance at January 1, 2018 (IAS 39)
$ (97,633)
$ -
$ 179,348

Effect of retrospective application of IFRS 9

-

151,864
(179,348)

Balance at January 1, 2018 (IFRS 9)
(97,633)
151,864
-
Exchange differences on translating
foreign operations
(6,229)
-
-
Unrealized gain (loss) arising from equity
investment
-
12,847
-
Share of other comprehensive gain (loss)
of associates and joint ventures
accounted for using equity method
(1,010)
23
-
Disposal of investments in equity
instruments designated as at FVTOCI
-
(4,241)
-
Share-based payment transaction

-

-

-

Balance at December 31, 2018
$ (104,872)
$ 160,493
$ -

For the year ended December 31, 2017
Balance at January 1, 2017
$ (24,914)
$ -
$ 232,901

Exchange differences on translating
foreign operations
(64,660)
-
-
Unrealized gain (loss) on available-for-sale
financial assets
-
-
(53,553)
Share of other comprehensive gain (loss)
of associates and joint ventures
accounted for using equity method
(8,059)
-
-
Issuance of shares
-
-
-
Share-based payment transaction

-

-

-

Balance at December 31, 2017
$ (97,633)
$ -
$ 179,348

f. Non-controlling interests
Unearned
Employee
Benefit
$ (93,849)

-
(93,849)
-
-
-
-

51,472
$ (42,377)
$ (149,952)
-
-
-
(13,772)

69,875
$ (93,849)
Balance, beginning of the year

Share of non-controlling interests
Net profit (loss)
Exchange difference on translating the financial
statements of foreign entities
Remeasurement on defined benefit plans
Unrealized gain on available-for-sale financial assets
Capital increase of subsidiaries
Non-controlling interests arising from acquisition of
subsidiaries (Note 32)
Changes in percentage of ownership interest in subsidiaries
Subsidiaries cash dividend

Balance, end of the year
For the Year Ended December
31
For the Year Ended December
31
For the Year Ended December
31



2018
$ 232,150

904
3,194
(16)
-
49,669
-

2,107
(7,679)

$ 280,329
2017
$ 171,224
(9,578)
(4,958)
(83)
40
68,756
12,701
-
(5,952)
$ 232,150

163

g. Treasury shares

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, 2018
Chroma Investment Co., Ltd.
1,916

December 31, 2017
Chroma Investment Co., Ltd.
1,916
Carrying
Amount
Market Price
$ 35,714
$ 226,038
$ 35,714
$ 310,324

Forfeited employee restricted shares of 84 thousand were returned to the Corporation and canceled during 2018. Forfeited employee restricted shares of 12 thousand were returned to the Corporation and canceled during 2017.

Under the Securities and Exchange Act, the Corporation shall neither pledge treasury shares nor exercise shareholders’ rights on these shares, such as the 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.

27. REVENUE

Revenue from contracts with customers

Revenue from sale of goods

Construction contract revenue
Other revenue


a. Contract balances
Contract assets - construction contract
Contract liabilities -construction contract
Contract liabilities - sale of goods
For the Year Ended December
31
For the Year Ended December
31



2018
2017
$ 11,733,130 $ 11,989,444
4,862,323
2,538,348
335,675

373,554
$ 16,931,128
$ 14,901,346
December 31,
2018
$ 845,164
$ 645,135
243,198
$ 888,333

The changes in the balance of contract liabilities primarily result from the timing difference between the Group’s performance and the respective customer’s payment. Revenue of the reporting period recognized from the beginning contract liabilities is $564,062 thousand.

164

b.Disaggregation of revenue

Refer to Note 41 for the information on disaggregation of revenue.

28. 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
An analysis of depreciation by function
Operating costs

Operating expenses


An analysis of amortization by function
Operating expenses

c.Employee benefits expense
Short-term benefits

Share-based payments
Post-employment benefits
Defined contribution plans
Defined benefit plans (Note 25)
Other employee benefits


An analysis of employee benefits expense by function
Operating costs

Operating expenses

For the Year Ended December
31
For the Year Ended December
31
For the Year Ended December
31
2018
2017
$ 40,442
$ 40,313
935
6,764
41,377
47,077
(9,609)
(24,295)
$ 31,768
$ 22,782
$ 9,609
$ 24,295
1.58%
1.58%
For the Year Ended December
31
2018
2017
$ 75,359
$ 95,716
233,564
214,523
$ 308,923
$ 310,239
$ 6,491
$ 3,552
For the Year Ended December
31





2018
$ 3,386,786

78,596
93,653
6,206
70,500

$ 3,635,741

$ 630,029

3,005,712

$ 3,635,741
2017
$ 3,079,813
121,593
77,504
6,402
64,457
$ 3,349,769
$ 594,855
2,754,914
$ 3,349,769

165

  • d. Employees’ compensation and remuneration of directors

According to the Article of Incorporation of the Corporation, the Corporation accrued employees’ compensation and remuneration of directors 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. The employees’ compensation and remuneration of directors for the years ended December 31, 2018 and 2017, which have been approved by the Corporation’s board of directors on February 21, 2019 and February 22, 2018, respectively, were as follows:

Employees’ compensation

Remuneration of directors
For the Year Ended December 31 For the Year Ended December 31
2018
Amount
Rate %
$ 240,000
7.55

9,600
0.30
2017
Amount
Rate %
$ 310,000
9.73
9,600
0.30

If there is a change in the amounts after the annual consolidated financial statements were authorized for issue, the differences are recorded as a change in accounting estimate.

There is no difference between the actual amounts of the employees’ compensation and remuneration of directors paid and the amounts recognized in the consolidated financial statements for the years ended December 31, 2018 and 2017.

Information on the employees’ compensation and remuneration of directors resolved by the Corporation’s board of directors in 2019 and 2018 is available at the Market Observation Post System website of the Taiwan Stock Exchange.

29. 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
Adjustments to deferred tax attributable to changes in tax
rates and law


Income tax expense recognized in profit or loss
For the Year Ended December
31
For the Year Ended December
31
For the Year Ended December
31





2018
$ 605,469

45,612
8,685

659,766

73,527

27,618

101,145

$ 760,911
2017
$ 485,085
20,687
(34,220)
471,552
101,692
-
101,692
$ 573,244

166

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
Others
Income tax on unappropriated earnings
Unrecognized investment credits
Others credits
Temporary differences
Additional income tax under the Alternative Minimum
Tax Act
Effect of tax rate changes
Adjustments for prior years’ tax

Income tax expense recognized in profit or loss
For the Year Ended December
31
For the Year Ended December
31
For the Year Ended December
31
For the Year Ended December
31


2018
$ 3,308,090

$ 953,833

(191,423)
16,333
45,612
(101,193)
1,345
(452)
553
27,618
8,685

$ 760,911







2017
$ 3,122,067
$ 776,015

(118,652)

(28,509)
20,687

(67,191)
-

25,114
-
-
(34,220)
$ 573,244

In 2017, the applicable corporate income tax rate used by the group entities in the ROC is 17%. However, the Income Tax Act in the ROC was amended in 2018, and the corporate income tax rate was adjusted from 17% to 20%, effective in 2018. In addition, the rate of the corporate surtax applicable to the 2018 unappropriated earnings will be reduced from 10% to 5%. The applicable tax rate used by subsidiaries in China is 25%. Tax rates used by other group entities operating in other jurisdictions are based on the tax laws in those jurisdictions.

As the status of 2019 appropriations of earnings is uncertain, the potential income tax consequences of the 2018 unappropriated earnings are not reliably determinable.

b.Deferred tax assets and liabilities

For the year ended December 31, 2018

Deferred Tax Assets
Unrealized intercompany
gain

Tax losses
Inventory reserve
Tax credit
Allowance for impaired
receivables
Net defined benefit liability
Unrealized exchange loss
Others
Impairment loss

Opening
Balance
Recognized
in Profit or
Loss
Exchange
Differences
and Other
$ 92,296
$ 18,458
$ -

39,636
4,638
991
33,561
10,124
-
18,757
5,434
702
9,562
1,569
18

8,991
(545)
-
5,302
(5,277)
-
2,838
4,083
(988)
19,465
(19,465)

-

$ 230,408
$ 19,019
$ 723
Closing
Balance
$ 110,754

45,265
43,685

24,893

11,149
8,446
25

5,933
-
$ 250,150

167

Deferred Tax Liabilities
Opening
Balance
Recognized
in Profit or
Loss
Exchange
Differences
and Other
Unappropriated earnings of
foreign subsidiaries
$ 272,636
$ 109,122
$ -

Goodwill
21,593
7,455
19
Unrealized exchange gain
219
8,122
-
Others

9,374

(4,535)

556

$ 303,822
$ 120,164
$ 575

For the year ended December 31, 2017
Deferred Tax Assets
Opening
Balance
Recognized
in Profit or
Loss
Exchange
Differences
and Other
Unrealized intercompany
gain
$ 70,420
$ 21,876
$ -

Tax losses
61,207
(18,065)
(3,506)
Inventory reserve
33,321
240
-
Impairment loss
16,030
3,435
-
Tax credit
16,263
3,834
(1,340)
Allowance for impaired
receivables
3,402
6,190
(30)
Net defined benefit liability
9,000
(9)
-
Unrealized exchange loss
4,367
935
-
Others

6,054

(2,828)

(388)

$ 220,064
$ 15,608
$ (5,264)

Deferred Tax Liabilities
Opening
Balance
Recognized
in Profit or
Loss
Exchange
Differences
and Other
Unappropriated earnings of
foreign subsidiaries
$ 161,194
$ 111,442
$ -

Goodwill
15,959
5,634
-
Unrealized exchange gain
945
(726)
-
Others

9,072

950

(648)

$ 187,170
$ 117,300
$ (648)
Closing
Balance
$ 381,758
29,067
8,341
5,395
$ 424,561
Closing
Balance
$ 92,296

39,636
33,561
19,465

18,757

9,562
8,991
5,302
2,838
$ 230,408
Closing
Balance
$ 272,636
21,593
219
9,374
$ 303,822

168

  • c. Deductible temporary differences and unused loss carryforwards for which no deferred tax assets have been recognized in the consolidated balance sheets
Loss carryforwards
Expiry in 2018

Expiry in 2019
Expiry in 2020
Expiry in 2021
Expiry in 2022

Expiry after 2023


Deductible temporary differences
December 31 December 31




2018
$ -

49,907
44,523
71,191
109,666

411,678

$ 686,965

$ 3,502
2017
$ 33,277
57,397
49,826
68,584
109,443
377,850
$ 696,377
$ 287
  • d. Information about unused investment credits, unused loss carryforwards and tax-exemptions

Loss carryforwards as of December 31, 2018 were as follows:

Unused
Amount Expiry Year
$ 54,458 2019
49,826 2020
75,788 2021
110,060 2022
71,740 2023
64,217 2024
97,853 2025
90,790 2026
70,727 2027
57,934 2028
58,755 2033
26,173 2034
17,180 2036
59,703 2038
$ 905,204
  • e. Income tax assessments

As of December 31, 2018, the Corporation’s tax returns through 2016 had been assessed by the tax authorities.

The tax returns through 2016 of the Corporation’s subsidiary - Chroma New Material Corp., Wei Kuang Automatic Equipment Co., Adivic Technology Co., Chroma Investment Co., Testar Electronics Corp., EVT Technology Co., and Wei Da Electric Vehicle Co. had been assessed by the tax authorities.

169

30. EARNINGS PER SHARE

The earnings and weighted average number of ordinary shares outstanding used in the computation of earnings per share are 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 Year Ended December
31
For the Year Ended December
31
For the Year Ended December
31


2018
$ 2,546,275

966

$ 2,547,241
2017
$ 2,558,401
7,459
$ 2,565,860

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
(In Thousands of Shares)
For the Year Ended December
31
(In Thousands of Shares)
For the Year Ended December
31
(In Thousands of Shares)
For the Year Ended December
31

2018
409,438

961
4,395
2,313
1,882
418,989
2017
399,052
6,864
5,037
2,392
2,057
415,402

If 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.

31. 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.

170

Information on employee share options was as follows:

Balance at January 1
Options exercised
Options forfeited
Balance at December 31
Options exercisable, end of the year
For the Year Ended December 31 For the Year Ended December 31
2018
Number of
Options
(In
Thousands)
Weighted
-
average
Exercise
Price
(NT$)
9,463
$ 60.1
(3,354)
58.4
(103)
-
6,006
59.0

1,532
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

Information on outstanding options as of December 31, 2018 and 2017 is as follows:

December 31 December 31
2018
Range of Exercise
Price (NT$)
Weighted-average
Remained
Contractual Life
(Years)
$45.4
0.52
61.6
3.24
2017
Range of Exercise
Price (NT$)
Weighted-average
Remained
Contractual Life
(Years)
$46.7
1.52
63.4
4.24

Compensation costs recognized were $29,810 thousand and $51,802 thousand for the years ended December 31, 2018 and 2017, respectively.

  • b. Employee share option plan of subsidiaries

Adivic Technology Co. granted its employees share options of 1,360 thousand units in 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.

Information on employee share options was as follows:

Balance at January 1
Options forfeited
Balance at December 31
Options exercisable, end of the
period
For the Year Ended December 31 For the Year Ended December 31
2018
Number of
Options (In
Thousands)
Weighted
-
average
Exercise
Price
(NT$)
785
$ 10.0
-
-
785
10.0
-
2017
Number of
Options (In
Thousands)
Weighted
-
average
Exercise
Price
(NT$)

785
$ 10.0
-
-

785
10.0
-

171

Information on outstanding options as of December 31, 2018 and 2017 is as follows:

December 31 December 31
2018
Range of Exercise
Price (NT$)
Weighted-average
Remained
Contractual Life
(Years)
$10
3.20
2017
Range of Exercise
Price (NT$)
Weighted-average
Remained
Contractual Life
(Years)
$10
4.20

No compensation costs were recognized for the years ended December 31, 2018 and 2017.

  • c. 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.

  • 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.

172

Information relating to outstanding employee restricted shares as of December 31, 2018 and 2017 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 Year Ended December
31
For the Year Ended December
31
For the Year Ended December
31
2018
2,975
-
(618)
(84)
2,273
2017
3,100
185
(298)
(12)
2,975

Compensations costs of share-based payment arising from the RSU Plan were $48,786 thousand and $69,791 thousand (including deduction of 2,686 and 84 thousand for canceled shares) for the years ended December 31, 2018 and 2017, respectively.

32. BUSINESS COMBINATIONS

  • a. Subsidiaries acquired

The Group bought 78.1% of equity interest in and acquired control of Touch Cloud Incorporation (“Touch Cloud”) in 2017. The subsidiary is included in the consolidated financial statements since the date the Group acquired control.

  • b. Assets acquired and liabilities assumed at the date of acquisition
Touch Cloud
Incorporation
Current assets
Cash and cash equivalents $ 60,514
Trade receivables 790
Prepayments 339
Other current assets 30
Non-current assets
Property, plant and equipment, net 884
Refundable deposits 175
Other non-current assets 1
Current liabilities
Trade payables (290)
Notes payable (443)
Other payables (20)
Other current liabilities (4,016)
$ 57,964

173

  • c. Goodwill recognized on acquisitions
Touch Cloud
Incorporation
Consideration transferred $ 57,000
Plus: Non-controlling interests 12,701
Less: Fair value of identifiable net assets acquired (57,964)
Goodwill recognized on acquisitions $ 11,737
  • d. Net cash inflow on the acquisition of subsidiaries
Touch Cloud
Incorporation
Consideration paid in cash $(57,000)
Less: Cash and cash equivalent balances acquired 60,514
$ 3,514
  • e. Impact of acquisitions on the results of the Group

The results of the acquirees since the acquisition date included in the consolidated statements of comprehensive income are as follows:

Touch Cloud
Incorporation
Revenue $ 1,121
Net loss $ (2,123)

Had these business combinations been in effect at the beginning of the annual reporting period, the Group’s revenue would have been $14,906,187 thousand, and the profit would have been $2,542,377 thousand for the year ended December 31, 2018. This pro-forma information is for illustrative purposes only and is not necessarily an indication of the revenue and results of operations of the Group that actually would have been achieved had the acquisition been completed on January 1, 2018, nor is it intended to be a projection of future results.

33. 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 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.

174

34. FINANCIAL INSTRUMENTS

  • a. Fair value of financial instruments not measured at fair value

Management believes the carrying amounts of financial assets and financial liabilities recognized in the consolidated financial statements approximates their fair values or their fair value could not be assessed reliably.

  • b. Fair value of financial instruments measured at fair value on a recurring basis

  • 1) Fair value hierarchy

December 31, 2018
Financial assets at FVTPL
Domestic listed equity
securities

Open-end beneficiary
certificates


Financial assets at FVTOCI
Domestic listed equity
securities

Domestic unlisted equity
securities
Foreign unlisted equity
securities


December 31, 2017
Financial assets at FVTPL
Derivative instruments

Domestic listed equity
securities


Available-for-sale financial
assets
Domestic listed equity
securities

Open-end beneficiary
certificates

Level 1
$ 3,653
1,342,291

$ 1,345,944

$ 431,797
-

-

$ 431,797

$ -

8,763

$ 8,763

$ 268,582
1,043,387

$ 1,311,969
Level 2
$ -

-

$ -

$ -

-

-

$ -

$ 31

-

$ 31

$ -

-

$ -
Level 3
$ -

6,807

$ 6,807

$ -

182,039

4,435

$ 186,474

$ -

-

$ -

$ -

-

$ -
Total
$ 3,653
1,349,098
$ 1,352,751
$ 431,797

182,039

4,435
$ 618,271
$ 31

8,763
$ 8,794
$ 268,582
1,043,387
$ 1,311,969

There were no transfers between Levels 1 and 2 for the years ended December 31, 2018 and 2017.

175

  • 2) Reconciliation of Level 3 fair value measurements of financial instruments

For the year ended December 31, 2018

Financial Assets
Balance at January 1, 2018

Recognized in profit or loss (included
in valuation gains and losses)
Recognized in other comprehensive
income (included in unrealized gain
(loss) on financial assets at
FVTOCI)
Purchases
Cash returned of capital reduction
Transfers out of Level 3

Balance at December 31, 2018
Financial
Assets at
FVTPL
Equity
Instruments
$ 6,013

794
-

-
-

-

$ 6,807
Financial
Assets at
FVTOCI

Equity
Instruments
$ 295,449

-
(15,269)

67,800
(5,262)
(156,244)

$ 186,474
Total
$ 301,462
794
(15,269)
67,800
(5,262)
(156,244)
$ 193,281
  • 3) Valuation techniques and inputs applied for Level 2 fair value measurement
Financial Instruments
Derivatives - convertible
bonds
Valuation Techniques and Inputs
Binomial tree valuation model of convertible bonds: The
fair value of the derivative financial assets embedded in
convertible bonds was determined based on the
observable closing price of the stocks at balance sheet
date and risk-free interest rate with risk premium.
  • 4) Valuation techniques and inputs applied for Level 3 fair value measurement

The fair values of domestic unlisted equity securities and open-end beneficiary certificates are determined by using the asset approach and the market approach. Asset approach evaluates the total market value of individual asset and liability of the evaluated target, taking into account the risk factors (lack of marketability, etc.) to estimate the fair value. Market approach refers to the transaction prices in active market of the listed companies engaging in similar business, related price multiplier, transaction and information implied by the transaction price, to arrive at the fair value.

  • c. Categories of financial instruments
Financial assets
Financial assets at FVTPL
Held for trading

Mandatorily at FVTPL
Loans and receivables (1)
Available-for-sale financial assets (2)
December 31
2018
2017
$ - $ 8,794
1,352,751
-
- 10,150,213
-
1,505,540
(Continued)

176

Financial assets at amortized cost (3)

Financial assets at FVTOCI
Equity instruments
Financial liabilities
Financial liabilities at amortized cost (4)
December 31
2018
2017
$ 8,882,741 $ -
618,271
-
6,595,112
6,946,853
(Concluded)
  • 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 receivables (classified as 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 include financial assets measured at amortized cost, which comprise cash and cash equivalents, financial assets measured at amortized cost, notes receivable, trade receivables, other receivables (classified as other current assets) and refundable deposits.

  • 4) 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 investments, 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 39.

177

Sensitivity analysis

The Group 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 $256,386 thousand and $289,984 thousand for the years ended December 31, 2018 and 2017, 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
2018
2017
$ 609,579
$ 1,718,748
278,637
673,710
2,728,644
4,250,952
2,495,972
2,175,366

Sensitivity analysis

The sensitivity analysis below has been determined on the basis of the exposure to interest rates for both derivative and non-derivative 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, 2018 and 2017 would increased/decreased by $1,163 thousand and $10,378 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 followings:

  • i. Investment in financial assets at FVTOCI (mainly investment in domestic and foreign stocks), which are held for strategic rather than trading purposes. The Group does not actively trade these investments.

  • ii. Financial assets at FVTPL (mainly investment in domestic and foreign open-ended beneficiary certificates and listed stocks in Taiwan)

178

The Group manages risk through holding various investment portfolios and having every equity investment get prior approval from the Group’s management.

Sensitivity analysis

The sensitivity analysis below was determined based on the exposure to equity price risks at the end of the reporting period.

If equity prices had been 5% higher/lower, the pre-tax profit for the year ended December 31, 2018 would have increased/decreased by $67,638 thousand as a result of the changes in fair values of financial assets at FVTPL, and the pre-tax other comprehensive income for the year ended December 31, 2018 would have increased/decreased by $30,914 thousand as a result of the changes in fair values of financial assets at FVTOCI.

If equity prices had been 5% higher/lower, the pre-tax profit for the year ended December 31, 2017 would have increased/decreased by $438 thousand as a result of the changes in fair values of financial assets held by the Group for trading purposes, and the pre-tax other comprehensive income for the year ended December 31, 2017 would have increased/decreased by $65,598 thousand as a result of the changes in fair values of available-for-sale financial assets held by the Group.

2) Credit risk

Credit risk refers to the risk that the counterparty will default on its contractual obligations resulting in financial loss to the Corporation. As at the end of the reporting period, the Group’s maximum exposure to credit risk, which would cause a financial loss to the Group due to the failure of the counterparty to discharge its 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.

179

The Group relies on bank borrowings as a significant source of liquidity. As of December 31, 2018 and 2017, the Group’s available unutilized bank loan facilities were $2,972,285 thousand and $3,036,639 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.

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 nonderivative financial liabilities were based on the agreed repayment dates.


Non-derivative financial liabilities
Non-interest bearing

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, 2018 December 31, 2018
Within 1 Year
1-5 Years
More Than 5
Years
$ 3,819,537
$ -
$ -
187,606
35,983
107,351

665,291
1,897,191

-
$ 4,672,434
$ 1,933,174
$ 107,351
December 31, 2017
Within 1 Year
$ 4,096,939

-
482,332
1,233,271

$ 5,812,542
1-5 Years
More Than 5
Years
$ -
$ -
101,900
-
98,794
3,057
981,261

7,462
$ 1,181,955
$ 10,519

After considering the financial position of the Group, management does not expect 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 its cash flow demand, as a result, the Group does not use its overdraft limit.

180

35. 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

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


Purchases
Related Party Categories
Associates

Other related parties

For the Year Ended December
31
For the Year Ended December
31
For the Year Ended December
31
2018
2017
$ 63,587
$ 46,766

60,355

51,380
$ 123,942
$ 98,146
For the Year Ended December
31


2018
$ 17,433

70,517

$ 87,950
2017
$ 24,917
58,716
$ 83,633
  • c. Purchases

  • 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
2018
$ 6,990
44,828
$ 51,818
2017
$ 4,075
43,627
$ 47,702

181

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


Others
Line Item
Related Party Categories

Rental income
Associates

Rental expense
Other related parties

Administration expense
Associates
Other related parties


Line Item
Related Party Categories
Other current assets
Associates
Compensation of key management personnel
Short-term employee benefits

Post-employment benefits

December 31

2018
2017

$ 14,556
$ 17,502
$ 7,438
$ 7,201
1,515
32,233
$ 8,953
$ 39,434
For the Year Ended December
31
2018
2017

$ 1,260
$ 1,260
$ 12,600
$ 12,600
$ 4,764
$ 4,770
21,256
26,726
$ 26,020
$ 31,496
December 31
2018
2017
$ 3,797
$ 912
For the Year Ended December
31
2018
2017
$ 118,804
$ 121,303

2,180

2,247
$ 120,984
$ 123,550
December 31


2018
$ 118,804

2,180

$ 120,984

f. Others

g. Compensation of key management personnel

The remuneration of directors and key executives is determined by the remuneration committee based on the performance of individuals and market trends.

182

36. ASSETS PLEDGED AS COLLATERAL OR FOR SECURITY

The assets pledged as collaterals for bank loans and for product warranties were as follows:

Property, plant and equipment, net

Pledge deposits - (classified as financial assets measure at
amortized cost)
Pledge deposits - (classified as debt investments with no active
market)

December 31 December 31


2018
$ 971,991

229,935
-

$ 1,201,926
2017
$ 1,030,465
-
491,447
$ 1,521,912

37. SIGNIFICANT EVENTS AFTER REPORTING PERIOD

In view of future development strategy and improvement of operating performance, the Corporation’s board of directors resolved on February 11, 2019, to subscribe equity interest of Camtek Ltd. in US$9.5 per share with a consideration of US$74,265,680. The Corporation expects to acquire 20.5% of equity interest upon completion of the transaction. The investment is awaiting for the authorities’ approval for settlement.

38. 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).

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.

183

  • 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% 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 Corporation has paid the fourth installment $716,362 thousand in June 2018 and obtained the property registration over the land from the MOI. 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. The Corporation has recognized the land for self-use and the land for undetermined future use to property, plant and equipment and investment properties, respectively. Please refer to Notes 18 and 19.

39. 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, 2018

Foreign
Currencies
Exchange Rate
Financial assets
Monetary items
USD
$ 149,940
30.715 (USD:NTD)
USD

9,634
7.833 (USD:HKD)
USD

4,526
1.366 (USD:SGD)
RMB

109,170
4.472 (RMB:NTD)
RMB

126,780
1.141 (RMB:HKD)
RMB

37,354
0.146 (RMB:USD)




Financial liabilities


Monetary items

USD

24,643
30.715 (USD:NTD)
USD

12,304
7.833 (USD:HKD)


Carrying
Amount
$ 4,605,398

295,902

139,018

488,209

566,962
167,048
$ 6,262,537
$ 756,911
377,909
$ 1,134,820

184

December 31, 2017

Foreign
Currencies
Exchange Rate
Financial assets
Monetary items
USD
$ 143,081
29.760 (USD:NTD)
USD

18,885
7.817 (USD:HKD)
USD

4,348
1.337 (USD:SGD)
RMB

479,401
4.565 (RMB:NTD)
RMB

176,964
1.199 (RMB:HKD)



Financial liabilities


Monetary items

USD

33,786
29.760 (USD:NTD)
USD

19,711
7.817 (USD:HKD)
RMB

30,206
4.565 (RMB:NTD)
RMB

91,165
1.199 (RMB:HKD)


Carrying
Amount
$ 4,258,102

562,031

129,370
2,188,466
807,841
$ 7,945,810
$ 1,005,481

586,585

137,891
416,167
$ 2,146,124

For the years ended December 31, 2018 and 2017, (realized and unrealized) net foreign exchange gain (losses) were $97,928 thousand and $(133,637) 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 of the group entities.

40. 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 ventures): 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: Table 5 (attached).

  • 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 6 (attached)

185

  • 8) Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital: Table 7 (attached)

  • 9) Trading in derivative instruments: Note 7 and Note 23

  • 10) Others: Intercompany relationships and significant intercompany transactions: Table 8 (attached)

  • 11) Information on investees: Table 9 (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 10 (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 6 (attached)

  • b) The amount and percentage of sales and the balance and percentage of the related receivables at the end of the period: Table 6 (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: Table 2 (attached).

  • e) The highest balance, the end of period balance, the interest rate range, and total current period interest with respect to financing of funds: Table 1 (attached).

  • f) Other transactions that have a material effect on the profit or loss for the year or on the financial position, such as the rendering or receiving of services: None.

41. 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.

186

d. Other

1) Segment revenues and results

For the year ended December 31,
2018
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,
2017
Revenue from external customers

Inter-segment revenue

Segment revenue

Consolidated revenue
Segment income

Non-operating income and
expenses
Profit before tax
Special
Materials
Department
$ 2,005,001

-

$ 2,005,001

$ 50,741

$ 2,054,568

-

$ 2,054,568

$ 38,334
Test
Instrument
Department
$ 9,724,331

6,767,600

$ 16,491,931

$ 1,723,167

$ 9,932,614

6,704,652

$ 16,637,266

$ 2,147,485
Automatic
Equipment
Department
$ 4,862,323

755,759

$ 5,618,082

$ 1,332,796

$ 2,538,348

416,355

$ 2,954,703

$ 815,601
Other
$ 339,473
114

$ 339,587

$ (31,253)

$ 375,816
12

$ 375,828

$ (10,961)
Elimination
$ -

(7,523,473)

$ (7,523,473)


$ (35,818)



$ -

(7,121,019)

$ (7,121,019)


$ 52,622


Total
$ 16,931,128

-

16,931,128

$ 16,931,128

$ 3,039,633

268,457

$ 3,308,090

$ 14,901,346

-

14,901,346

$ 14,901,346

$ 3,043,081

78,986

$ 3,122,067

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, 2018 and 2017 had been adjusted and eliminated from the consolidated financial statements.

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 investments, foreign exchange gain (loss), valuation gain (loss) on financial instruments, 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
December 31





2018
2017
$ 863,031 $ 935,074
18,578,300 19,209,748
3,856,680
2,703,688
353,624
599,309
(3,738,938)
(4,722,373)
19,912,697 18,725,446
3,289,767

3,292,166
$ 23,202,464
$ 22,017,612
(Continued)

187

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



2018
2017
$ 561,478 $ 614,525
6,184,236
6,330,287
1,369,831
2,001,270
115,500
277,289
(2,918,100)
(3,821,486)
5,312,945
5,401,885
3,199,170

3,152,898
$ 8,512,115
$ 8,554,783
(Concluded)

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.

  • 3) Revenue from major products

The following is an analysis of the Group’s revenue from its major products and services:

Special material equipment

Test instrument equipment
Automatic equipment

For the Year Ended December
31
For the Year Ended December
31
For the Year Ended December
31


2018
$ 2,005,001
9,724,331
4,862,323

$ 16,591,655
2017
$ 2,054,568

9,932,614
2,538,348
$ 14,525,530
  • 4) Geographical information

The Group operates in three principal geographical areas - Republic of China, other Asia countries, and others.

The Group’s revenue 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 Year Ended
December 31
December 31


2018
$ 8,622,514
5,823,264

2,485,350

$ 16,931,128
2017
$ 7,843,613

4,650,547

2,407,186
$ 14,901,346
2018
$ 7,465,536

531,449

449,269

$ 8,446,254
2017
$ 5,605,770

507,384

458,057
$ 6,571,211

188

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

Included in revenue from direct sales of automated factory conveyor systems of $4,862,323 thousand and $2,538,348 thousand in 2018 and 2017, respectively, were revenues of approximately $2,646,345 thousand and $714,907 thousand, respectively, which were generated from sales to the Group’s largest customer. No other single customers contributed 10% or more to the Group’s revenue for both 2018 and 2017.

189

CHROMA ATE INC. AND SUBSIDIARIES

FINANCING PROVIDED TO OTHERS FOR THE YEAR ENDED DECEMBER 31, 2018 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

No. Lender Borrower Financial
Statement Account

Related
Party
Highest
Balance for
the Period
Ending
Balance
Actual
Borrowing
Amount
Interest
Rate
Nature of
Financing
(Note 5)
Business
Transaction
Amounts
Reasons for
Short-term
Financing
Allowance
for
Impairment
Loss
Collateral Collateral Financing
Limit for
Each
Borrower
Aggregate
Financing
Limit
Item Value
0 The Corporation Chroma Systems
Solutions, Inc.
Chroma Japan Corp.
Other receivables
Other receivables
Y
Y
$ 119,375
46,321
$ 119,375

41,194
$ 119,375

35,553
3.25%
-
a
a
$ 493,283
223,056
-
-
$ -
-
-
-
$ -
-
$ 1,441,002
(Note 1)

1,441,002
(Note 1)
$ 2,882,004
(Note 2)
2,882,004
(Note 2)
1 Chroma Electronics
(Shenzhen) Co., Ltd.
Chroma ATE (Suzhou)
Co., Ltd.
Other receivables Y 44,720
44,720

-
2.50% b - Operation - - -
456,924
(Note 3)
456,924
(Note 3)
2 Wei Kuang Automatic
Equipment (Xiamen)
Co., Ltd.
Chroma ATE (Suzhou)
Co., Ltd.
Other receivables Y 44,720
44,720

13,416
2.50% b - Operation - - -
308,460
(Note 3)
308,460
(Note 3)

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 70% of the net value from the latest financial statements of borrowing company that have been audited.

Note 4: The amounts listed in the table were translated into New Taiwan dollars at the exchange rate of US$1=NT$30.715, RMB1=NT$4.472 and JPY1 = NT$0.278 as of December 28, 2018.

Note 5: Financing provided:

a. For transactions.

b. For short-term financing.

190

TABLE 2

CHROMA ATE INC. AND SUBSIDIARIES

ENDORSEMENTS/GUARANTEES PROVIDED FOR THE YEAR ENDED DECEMBER 31, 2018 (In Thousands of New Taiwan Dollars or Foreign Currency, 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/Gu
aranteed
During the
Period
Outstanding
Endorsement
/Guarantee
at the End of
the Period
Actual
Borrowing
Amount
Amount
Endorsed/Gu
aranteed 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 Japan Corp.
Chroma ATE Europe
B.V.
Chroma ATE Inc.
Sajet System Technology
(Suzhou) Co., Ltd.
Chroma Electronics
(Shanghai) Co., Ltd.
Chroma Electronics
(Shenzhen) Co., Ltd.
Chroma ATE (Suzhou)
Co., Ltd.
Quantel Private Ltd.
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
$ 2,161,503
2,161,503
2,161,503
2,161,503
2,161,503
2,161,503
2,161,503
2,161,503
$ 34,100

52,800

61,430

22,360

44,720

44,720

89,440

44,960
$ 34,100

52,800

61,430

22,360

44,720

44,720

89,440

44,960
$ 5,560

-

61,430

-

-

-

5,417

-
$ -

-

-

-

-

-

-

-
0.24%
0.37%
0.43%
0.16%
0.31%
0.31%
0.62%
0.31%
$ 4,323,006
4,323,006
4,323,006
4,323,006
4,323,006
4,323,006
4,323,006
4,323,006
Y
Y
Y
Y
Y
Y
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$30.715, JPY1=NT$0.278, RMB1=NT$4.472, EUR1=NT$35.200, SGD1=NT$22.480 as of December 28, 2018.

191

TABLE 3

CHROMA ATE INC. AND SUBSIDIARIES

MARKETABLE SECURITIES HELD (EXCLUDING INVESTMENT IN SUBSIDIARIES, ASSOCIATES AND JOINT CONTROLLED ENTITIES) DECEMBER 31, 2018

(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, 2018 December 31, 2018 Note
Shares/Units
(Thousands)
Carrying
Amount
Percentage
of
Ownership
Fair Value
The Corporation
Chroma New Material Corp.
Chroma Investment Co., Ltd.
Chen Hwa Technology Inc.
Fund
Mega Diamond Money Market Fund
Jih Sun Money Market Fund
Hua Nan Kirin Money Market Fund
Yuanta De-Li 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.
Taiwan Advanced Nanotech Inc.
Fund
Fuh Hwa You Li Money Market Fund
Taishin 1699 Money Market Fund
Fund
Hua Nan Kirin Money Market Fund
Stocks
Greatek Electronics Inc.
Chroma ATE Inc.
Cosmactive Broadband Networks Co., Ltd.
Prance System Technology Co., Ltd.
Stocks
Hangzhou New Material Chroma Co., Ltd.
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
The Corporation
-
-
-
Financial assets at fair value through profit or loss - current



Financial assets at fair value through profit or loss - non-
current
Financial assets at fair value through other comprehensive
income - non-current









Financial assets at fair value through profit or loss - current



Financial assets at fair value through other comprehensive
income - non-current



44,427
6,765
7,947
12,287
-
6,050
412
26
4,614
3,561
2,553
806
723
3,280
2,700

6,829
3,712
7,444
85
1,916
26
111
-
$ 556,317
100,076
95,019
200,044
6,807
228,702
46,599
252
37,017
42,585
156,244
3,594
2,289
47,954
48,600
91,891
50,140
88,996
3,653
226,038
-
-
4,435
-
-
-
-
-
6.1
-
-
4.6
4.4
8.1
1.9
1.4
14.7
15.0
-
-
-
-
0.5
1.5
5.1
19.0
$ 556,317
100,076
95,019
200,044
6,807
228,702
46,599
252
37,017
42,585
156,244
3,594
2,289
47,954
48,600
91,891
50,140
88,996
3,653
226,038
-
-
4,435
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(Continued)

192

(Concluded)

Holding Company Name Type and Name of Marketable Securities Relationship with
the Holding
Company
Financial Statement Account December 31, 2018 December 31, 2018 Note
Shares/Units
(Thousands)
Carrying
Amount
Percentage
of
Ownership
Fair Value
Innovative Nanotech Incorporated
Touch Cloud Incorporation
Fund
Mega Diamond Money Market Fund
Fund
Mega Diamond Money Market Fund
-
-
Financial assets at fair value through profit or loss - current

10,010
2,753
$ 125,339
34,469
-
-
$ 125,339
34,469
-
-

Note 1: Marketable securities refer to stocks, bonds, beneficiary certificates and marketable securities derived from above items under IFRS 9 “Financial Instruments”.

Note 2: The fair value of open-end beneficiary certificates and listed market securities was calculated based on the net asset value and closing price as of balance sheet date.

193

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, 2018

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Company Name Type and Name of
Marketable Securities

Financial Statement Account
Counterparty Relationship Beginning Balance Beginning Balance Acquisition Acquisition Disposal Disposal Ending Balance
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)
The Corporation Fund
Mega Diamond Money
Market Fund
Jih Sun Money Market
Fund
Financial assets at fair value
through profit or loss - current
-
-
-
-
20,372
-
$ 253,960
-
24,055
33,911
$ 300,000
500,000
-
27,146
$ -
400,970
$ -
400,000
$ -
970
44,427
6,765
$ 556,317
100,076

Note: The beginning and ending balances included adjustments for financial assets valuation gain or loss.

TABLE 5

CHROMA ATE INC. AND SUBSIDIARIES

ACQUISITION OF INDIVIDUAL REAL ESTATE AT COSTS OF AT LEAST NT$300 MILLION OR 20% OF THE PAID-IN CAPITAL FOR THE YEAR ENDED DECEMBER 31, 2018

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Company Name Type of Property Transaction Date Transaction
Amount
Payment Term Counter-party Nature of
Relationship
Prior Transaction of Related Counter-party Prior Transaction of Related Counter-party Prior Transaction of Related Counter-party Prior Transaction of Related Counter-party Price Reference Purpose of
Acquisition
Other Terms
**Owner ** Relationship Transfer Date Amount
The Corporation Land 2018.06.05 $ 717,244 Based on the contract;
fourth installment had
been paid.
Ministry of the Interior,
Republic of China
- - - - $ - Public bidding Manufacturing, R&D,
operating and
building employee
dormitories
Note

Note: Please refer to Note 38 to the financial statements for related information.

194

TABLE 6

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, 2018

(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 Electronics (Shanghai) Co., Ltd.
The Corporation
Chroma Electronics (Shenzhen) Co., Ltd.
The Corporation
Chroma ATE (Suzhou) Co., Ltd.
The Corporation
Chroma Japan Corp.
The Corporation
Chroma ATE Inc.
The Corporation
Chroma Systems Solutions, Inc.
The Corporation
Chroma ATE Europe B.V.
The Corporation
Quantel Private Ltd.
Neworld Electronics Ltd.
Chroma Electronics (Shenzhen) Co., Ltd.
Neworld Electronics Ltd.
The Corporation
Chroma Electronics (Shanghai) Co., Ltd.
The Corporation
Chroma Electronics (Shenzhen) Co., Ltd.
The Corporation
Chroma ATE (Suzhou) Co., Ltd.
The Corporation
Chroma Japan Corp.
The Corporation
Chroma ATE Inc.
The Corporation
Chroma Systems Solutions, Inc.
The Corporation
Chroma ATE Europe B.V.
The Corporation
Quantel Private 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
$ (1,979,060)
1,979,060
(169,418)
169,418
(308,313)
308,313
(129,839)
129,839
(223,056)
223,056
(665,640)
665,640
(493,283)
493,283
(403,983)
403,983
(166,600)
166,600
(817,631)
817,631
(26)
100
(2)
100
(4)
100
(2)
100
(3)
100
(9)
100
(7)
100
(5)
100
(2)
100
(29)
72
Net 90 days after delivery
Net 90 days after delivery
Net 120 days after delivery
Net 120 days after delivery
Net 90 days after monthly closing
Net 90 days after monthly closing
Net 120 days after delivery
Net 120 days after delivery
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 delivery
Net 90 days after delivery
Net 90 days after delivery
Net 90 days after delivery
Net 90 days
Net 90 days
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$ 447,646
(447,646)
27,286
(27,286)
71,854
(71,854)
59,922
(59,922)
221,817
(221,817)
467,443
(467,443)
135,507
(135,507)
253,438
(253,438)
27,851
(27,851)
364,859
(364,859)
17
(100)
1
(100)
3
(100)
2
(100)
9
(100)
18
(100)
5
(100)
10
(100)
1
(100)
52
(80)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(Continued)

195

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.
Chroma ATE (Suzhou) Co., Ltd.
Neworld Electronics Ltd.
Wei Kuang Automatic Equipment (Nanjin)
Co., Ltd.
Neworld Electronics Ltd.
Wei Kuang Automatic Equipment (Xiamen)
Co., Ltd.
Wei Kuang Automatic Equipment Co., Ltd.
Neworld Electronics Ltd.
Wei Kuang Automatic Equipment Co., Ltd.
Wei Kuang Automatic Equipment (Xiamen)
Co., Ltd.
Chroma ATE (Suzhou) Co., Ltd.
Neworld Electronics Ltd.
Wei Kuang Automatic Equipment (Nanjin)
Co., Ltd.
Neworld Electronics Ltd.
Wei Kuang Automatic Equipment (Xiamen)
Co., Ltd.
Neworld Electronics Ltd.
Neworld Electronics Ltd.
Wei Kuang Automatic Equipment Co., Ltd.
Wei Kuang Automatic Equipment (Xiamen)
Co., Ltd.
Wei Kuang Automatic Equipment 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
$ (143,737)
143,737
(261,831)
261,831
(343,601)
343,601
(512,937)
512,937
(139,851)
139,851
(5)
44
(9)
87
(12)
68
(13)
21
(3)
28
Net 90 days
Net 90 days
Net 90 days
Net 90 days
Net 90 days
Net 90 days
Net 180 days after delivery
Net 180 days after delivery
Net 120 days after monthly closing
Net 120 days after monthly closing
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$ 90,145
(90,145)
-
-
-
-
-
-
113,499
(133,499)
13
(41)
-
-
-
-
-
-
7
(65)
-
-
-
-
-
-
-
-
-
-

(Concluded)

196

TABLE 7

CHROMA ATE INC. AND SUBSIDIARIES

RECEIVABLES FROM RELATED PARTIES AMOUNTING TO AT LEAST $100 MILLION OR 20% OF THE PAID-IN CAPITAL DECEMBER 31, 2018

(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.
Wei Kuang Automatic Equipment Co., Ltd.
Neworld Electronics Ltd.
Chroma ATE Inc.
Chroma ATE Europe B.V.
Chroma Systems Solutions, Inc.
Chroma Japan Corp.
Chroma Electronics (Shenzhen) Co,
Ltd.
Wei Kuang Automatic Equipment (Xiamen)
Co., Ltd.
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary

Subsidiary
Same
parent
company
Trade receivables
$ 447,646
Trade receivables
467,443
Trade receivables
253,438
Trade receivables
135,507
Other receivables - financing provided
119,375
Trade receivables
221,817
Trade receivables
364,859

Trade receivables
113,499
3.00
1.60
1.85
4.02
-
1.16
1.97
2.40
$ -
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$ 261,053
125,057
-
72,310
-
60,581
196,163
23,451
$ -
-
-
-
-
-
-
-

Note: As of February 21, 2019.

197

TABLE 8

CHROMA ATE INC. AND SUBSIDIARIES

INTERCOMPANY RELATIONSHIPS AND SIGNIFICANT TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 2018 (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
Revenues or
Total Assets

Account
Amount Transaction Terms
0 The Corporation Neworld Electronics Ltd.
Chroma USA
Chroma Systems Solutions, Inc.
Chroma Europe
Chroma Electronics (Shenzhen) Co., Ltd.
Chroma Japan
Chroma Electronics (Shanghai) Co., Ltd.
Quantel Private Ltd.
Chroma ATE (Suzhou) Co., Ltd.
Testar Electronics Co.
Wei Kuang Automatic Equipment Co., Ltd.
Chroma USA
Chroma ATE (Suzhou) Co., Ltd.
Adivic Technology Co.
Testar Electronics Co.
Quantel Private Ltd.
Chroma Electronics (Shanghai) Co., Ltd.
Chroma ATE (Suzhou) Co., Ltd.
Neworld Electronics Ltd.
Chroma USA
Neworld Electronics Ltd.
Chroma Europe
Chroma Japan
Chroma Systems Solutions, Inc.
Chroma Electronics (Shenzhen) Co., Ltd.
Chroma ATE (Suzhou) Co., Ltd.
Testar Electronics Co.
Quantel Private Ltd.
Chroma Electronics (Shanghai) Co., Ltd.
Chroma Systems Solutions, Inc.
Chroma Japan
Testar Electronics Co.
a
a
a
a
a
a
a
a
a
a
a
a
a
a
a
a
a
a
a
a
a
a
a
a
a
a
a
a
a
a
a
a
Operating revenue
Operating revenue
Operating revenue
Operating revenue
Operating revenue
Operating revenue
Operating revenue
Operating revenue
Operating revenue
Operating revenue
Purchase
Purchase
Purchase
Purchase
Rental revenue
Commissions expense
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
$ 1,979,060
665,640
493,283
403,983
308,313
223,056
169,418
166,600
129,839
38,573
26,638
42,148
13,647
13,209
13,656
17,790
12,301
12,211
14,400
467,443
447,646
253,438
221,817
135,507
71,854
59,922
40,501
27,851
27,286

119,375

35,553
23,353
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Note 3
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
12
4
3
2
2
1
1
1
1
-
-
-
-
-
-
-
-
-
-
2
2
1
1
1
-
-
-
-
-
1
-
-
1 Wei Kuang Automatic Equipment Co., Ltd. Neworld Electronics Ltd.
Wei Kuang Automatic Equipment (Xiamen) Co., Ltd.
Wei Kuang Automatic Equipment (Nanjin) Co., Ltd.
Wei Kuang Automatic Equipment (Xiamen) Co., Ltd.
b

b

b

b
Operating revenue
Operating revenue
Operating revenue
Trade receivables
512,937
139,851
22,887
113,499
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
3
1
-
-
(Continued)

198

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 Chroma USA Chroma Japan
Chroma Systems Solutions, Inc.
b
a
Purchase
Dividends receivable
$ 71,247
15,358
Based on regular terms
Based on regular terms
-
-
3 Neworld Electronics Ltd. Chroma Electronics (Shenzhen) Co., Ltd.
Wei Kuang Automatic Equipment (Xiamen) Co.,
Ltd.
Wei Kuang Automatic Equipment (Nanjin) Co., Ltd.
Chroma ATE (Suzhou) Co., Ltd.
Chroma Electronics (Shanghai) Co., Ltd.
Chroma Electronics (Shenzhen) Co., Ltd.
Chroma Electronics (Shanghai) Co., Ltd.
Chroma ATE (Suzhou) Co., Ltd.
Chroma Electronics (Shenzhen) Co., Ltd.
Chroma ATE (Suzhou) Co., Ltd.
Chroma Electronics (Shanghai) Co., Ltd.
Chroma Electronics (Shenzhen) Co., Ltd.
a
b

b
b
a
a
a
b
a
b
a
a
Operating revenue
Operating revenue
Operating revenue
Operating revenue
Operating revenue
Commissions expense
Commissions expense
Commissions expense
Trade receivables
Trade receivables
Trade receivables
Other receivables
$ 817,631
343,601
261,831
143,737
44,253
45,767
37,365
27,232
364,859
90,145
13,831
80,160
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
5
2
2
1
-
-
-
-
2
-
-
-
4 Chroma Electronics (Shenzhen) Co., Ltd. Chroma ATE (Suzhou) Co., Ltd.
Chroma Electronics (Shanghai) Co., Ltd.
Sajet System Technology (Suzhou) Co., Ltd.
Chroma ATE (Suzhou) Co., Ltd.
Chroma Electronics (Shanghai) Co., Ltd.
b
b
b
b
b
Operating revenue
Operating revenue
Purchase
Trade receivables
Trade receivables
47,191
31,747
16,886
53,608
34,900
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
Based on regular terms
-
-
-
-
-
5 Chroma Electronics (Shanghai) Co., Ltd. Chroma ATE (Suzhou) Co., Ltd.
Chroma ATE (Suzhou) Co., Ltd.
Chroma ATE (Suzhou) Co., Ltd.
b
b
b
Purchase
Trade receivables
Trade payables
19,000
10,262
17,430
Based on regular terms
Based on regular terms
Based on regular terms
-
-
-
6 Wei Kuang Automatic Equipment (Xiamen) Co.,
Ltd.
Wei Kuang Automatic Equipment (Nanjin) Co., Ltd.
Wei Kuang Automatic Equipment Co., Ltd.
Mou Kuan Technologies (Nanjin) Co., Ltd.

b
b
b
Operating revenue
Operating revenue
Purchase
15,083
12,590
22,076
Based on regular terms
Based on regular terms
Based on regular terms
-
-
-
7 Chroma Europe Chroma Germany GmbH
Chroma Germany GmbH
Chroma Germany GmbH
a
a
a
Operating revenue
Trade receivables
Other receivables
91,066
83,457
50,712
Based on regular terms
Based on regular terms
Based on regular terms
1
-
-

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)

199

TABLE 9

CHROMA ATE INC. AND SUBSIDIARIES

INFORMATION ON INVESTEES FOR THE YEAR ENDED DECEMBER 31, 2018 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Investor Investee Location Main Businesses and Products Original Investment Amount Original Investment Amount Balance as of December 31, 2018 as of December 31, 2018 Net Income
(Loss) of the
Investee
Investment
Gain (Loss)
Note
December 31,
2018
December 31,
2017
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.
Quantel Global Sdn. Bhd.
Quantel Global Philippines Corporation
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
USA
British Virgin Islands
Taipei, Taiwan
Japan
USA
Mauritius
Taoyuan, Taiwan
Taoyuan, Taiwan
Taoyuan, Taiwan
Taoyuan, Taiwan
Taipei, Taiwan
USA
Mauritius
Pingtung, Taiwan
Samoa
India
Vietnam
Malaysia
Philippines
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 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
117,311
142,140
57,000
64
185,686
3,750
42,245
3,056
6,219
4,199
610
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

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

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

9,412

14,214

5,700

240

4,475

375

1,000

65

-

600

99

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
85.6
71.1
78.1
50.0
100.0
75.0
100.0
100.0
100.0
100.0
100.0
100.0
$ 949,027
791,854
517,852
443,073
1,206,381
164,834
130,270
101,626
124,674
60,658
114,193
134,810
53,924
35,617
(70,297)
(45,711)
104,303
17,664
24,596
59,793
119,441
43,779
165,846
861,912
(3,906)
10,234
2,306
3,010
4,120
1,359
(3,063)
$ 112,846

198,996

238,525

44,611

885,878

7,444

30,011

990

6,479

21,964

76,973

(5,873)

1,851

(39,420)

(33,977)

86,297

45,430

108

(2,792)

(10,767)

(29,451)

(14,809)

86,297

199,047

-

(1,259)

(547)

(896)

(143)

(4,238)

1,169
$ 112,846

121,538

26,963

44,611

885,886

7,444

16,888

990

(2,094)

21,939

21,014

(5,875)

1,851

(20,641)

(33,979)

21,928

45,430

38

(1,876)

(8,517)

(22,503)

(11,563)

NA

NA

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
Subsidiary
Subsidiary

200

TABLE 10

CHROMA ATE INC. AND SUBSIDIARIES

INFORMATION ON INVESTMENTS IN MAINLAND CHINA FOR THE YEAR ENDED DECEMBER 31, 2018 (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)
Method of Investment
(Note 1)

Accumulated
Outward
Remittance for
Investment from
Taiwan as of
January 1, 2018
(Note 3)
Remittance of Funds Remittance of Funds Accumulated
Outward
Remittance for
Investment from
Taiwan as of
December 31,
2018
(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,
2018
(Note 2)
Accumulated
Inward
Remittance of
Earnings as of
December 31,
2018
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
$ 117,630
(HK$ 30,000)
92,145
(US$ 3,000)
82,931
(US$ 2,700)
46,073
(US$ 1,500)
116,717
(US$ 3,800)
53,087
(RMB
11,871)
51,057
(RMB
11,417)
7,768
(RMB
1,737)
37,449
(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)
$ 85,372
15,954
117
18,853
7,444
94,346
129,595
3,902

45,431
100
100
100
19
100
100
100
100
100
$ 85,372
15,954
117
-
7,444
94,346
129,595
3,902
45,431
$ 653,019

119,254

86,639

4,436

206,304

171,227

440,657

50,145

104,298
$ -

-

-

-

-

-

-

-

-
Accumulated Outward Remittance for
Investments in Mainland China as of
December 31, 2018
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)
$8,646,012 (Note 7)

(Continued)

201

Note 1: Methods of investment have following type:

  • 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$3.921, US$1=NT$30.715, RMB1=NT$4.472 prevailing on December 28, 2018. Note 3: The amounts of accumulated outflow of investment from Taiwan as of January 1, 2018 and December 31, 2018 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$3.846, US$1=NT$30.149, RMB1=NT$4.560 for the year ended December 31, 2018.

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.

202

Chroma ATE Inc.

Financial Statements for the Years Ended December 31, 2018 and 2017 and Independent Auditors’ Report

  • 203 -

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders Chroma ATE Inc.

Opinion

We have audited the financial statements of Chroma ATE Inc. (the “Corporation”), which comprise the balance sheets as of December 31, 2018 and 2017, 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, 2018 and 2017, 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, 2018. 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, 2018 are described as follows:

Impairment of Trade Receivables

As indicated in Notes 5 and 11, trade receivables are significant accounts in the balance sheet of Chroma ATE Inc. The process of evaluating impairment loss involves subjective judgement of uncollectible accounts. The management recognizes lifetime Expected Credit Loss (ECL) on trade receivables under the regulations of IFRS 9. The above evaluation involves the impact on receivables of the management’s subjective judgements and assumptions on credit risks;, thus, we consider the impairment of trade receivables as a key audit matter.

  • 204 -

We assessed the rationale of the Corporation’s policy on providing allowance for trade receivables, tested the impairment rate of ECL, inspected individual overdue receivables and made inquiries for related reasons, to draw a conclusion on ECL of trade receivables.

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 slumping 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 12 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.

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.

  • 205 -

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.

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, 2018 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.

  • 206 -

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 21, 2019

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.

  • 207 -

CHROMA ATE INC.

BALANCE SHEETS DECEMBER 31, 2018 AND 2017 (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 9)
Notes receivable - unrelated parties (Note 11)
Notes receivable - related parties (Notes 11 and 29)
Trade receivables - unrelated parties (Note 11)
Trade receivables - related parties (Notes 11 and 29)
Other receivables - related parties (Note 29)
Inventories (Note 12)
Prepayments
Other current assets (Note 29)

Total current assets

NON-CURRENT ASSETS
Financial assets at fair value through profit or loss - non-current (Note 7)
Financial assets at fair value through other comprehensive income - non-current (Note 8)
Available-for-sale financial assets - non-current (Note 9)
Financial assets measured at cost - non-current (Note 10)
Investments accounted for using equity method (Note 13)
Property, plant and equipment (Notes 14, 30 and 32)
Investment properties (Notes 15 and 32)
Goodwill (Note 16)
Deferred tax assets (Note 24)
Prepayments for land and equipment (Note 32)
Refundable deposits
Other non-current assets

Total non-current assets

TOTAL

LIABILITIES AND EQUITY

CURRENT LIABILITIES

Short-term borrowings (Note 17)

Contract liabilities - current (Note 22)

Notes payable (Note 29)

Trade payables - unrelated parties

Trade payables - related parties (Note 29)

Other payables (Note 19)

Current tax liabilities (Note 24)

Receipts in advance

Current portion of long-term borrowings (Note 17)

Other current liabilities


Total current liabilities


NON-CURRENT LIABILITIES

Bonds payable (Note 18)

Long-term borrowings (Note 17)

Deferred tax liabilities (Note 24)

Net defined benefit liabilities (Note 20)

Guarantee deposits received


Total non-current liabilities


Total liabilities


EQUITY ATTRIBUTABLE TO OWNERS OF THE CORPORATION (Note 21)

Ordinary share capital

Capital surplus

Retained earnings

Legal reserve

Special reserve

Unappropriated earnings

Total retained earnings

Other equity

Treasury shares


Total equity


TOTAL
2018
Amount
%
$ 915,899
5
951,456
5
-
-
9,613
-
194
-
821,676
4
1,760,760
9
162,607
1
1,897,485
10
47,177
-

73,292

-


6,640,159
34

6,807
-
613,836
3
-
-
-
-
5,082,361
26
2,493,620
13
3,137,187
16
94,424
1
170,635
1
1,082,451
6
5,405
-

-

-

12,686,726
66

$ 19,326,885
100

$ 630,000
3

31,014
-

105
-

979,904
5

12,787
-

667,068
4

214,898
1

-
-

-
-

15,961

-



2,551,737
13



-
-

1,800,000
9

412,043
2

152,393
1

692

-



2,365,128
12



4,916,865
25



4,167,794
22


3,469,637
18


2,152,411
11

86,888
-

4,555,760
24


6,795,059
35


13,244

-


(35,714)

-


14,410,020
75


$ 19,326,885
100
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

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

  • 208 -

CHROMA ATE INC.

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUE (Notes 22 and 29)
Sales

Less: Sales returns
Sales allowances

Net operating revenue

OPERATING COSTS (Notes 12, 23 and 29)

GROSS PROFIT

UNREALIZED GAIN ON TRANSACTIONS
WITH SUBSIDIARIES AND ASSOCIATES

REALIZED GROSS PROFIT

OPERATING EXPENSES (Notes 23 and 29)
Selling and marketing expenses
General and administrative expenses
Research and development expenses

Total operating expenses

PROFIT FROM OPERATIONS

NON-OPERATING INCOME AND EXPENSES
Finance costs (Note 23)
Share of profit of subsidiaries, associates and
joint ventures, net (Note 13)

Interest income (Note 29)
Rental income (Note 29)
Dividend income
Other income (Note 29)
Gain (loss) on disposal of property, plant and
equipment, net
Gain on disposal of investments
Net foreign exchange gain (loss) (Note 33)
Gain on financial assets (liabilities) at fair value
through profit or loss, net (Note 18)
Other expenses

Total non-operating income and expenses
2018
Amount
%
$ 7,551,259
100
(2,714)
-
(1,705)

-

7,546,840
100
(3,619,263)
(48)

3,927,577
52
(10,857)

-

3,916,720
52

788,086
11
471,125
6
1,143,397
15

2,402,608
32

1,514,112
20

(21,760)
-
1,222,318
16
8,903
-
18,327
-
22,880
1
72,902
1
1
-
-
-
84,517
1
6,493
-
(85)

-

1,414,496
19
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
-

(117,951) (1)

539
-
(33)

-
1,106,336
14
(Continued)
  • 209 -

CHROMA ATE INC.

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

PROFIT BEFORE INCOME TAX

INCOME TAX EXPENSE (Note 24)

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
Unrealized gain on investments in equity
investments designated as at fair value
through other comprehensive income
Share of the other comprehensive income
(loss) of subsidiaries, associates and joint
ventures accounted for using equity method
Items that may be reclassified subsequently to
profit or loss:
Exchange differences on translating the
financial statements of foreign operations
Unrealized loss on available-for-sale financial
assets
Share of the other comprehensive loss of
subsidiaries, associates and joint ventures
accounted for using equity method

Total other comprehensive income (loss)

TOTAL COMPREHENSIVE INCOME

EARNINGS PER SHARE (NT$; Note 25)
Basic
Diluted
2018
Amount
%
$ 2,928,608
39
382,333

5

2,546,275
34

(4,618)
-
16,832
-

(4,666)
-
(6,229)
-
-
-
(1,010)

-

309

-

$ 2,546,584
34

$ 6.22
$ 6.08
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




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

  • 210 -

CHROMA ATE INC.

STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars)

Ordinary Share
Capital
Capital Surplus
BALANCE AT JANUARY 1, 2017
$ 3,898,872
$ 1,960,159

Appropriation of the 2016 earnings
Legal reserve
-
-
Cash dividends - NT$3.3 per share
-
-
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 (loss) for the year ended December 31,
2017

-

-

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

-

-

Conversion of convertible bonds
201,515
1,101,453
Buy-back of treasury shares
-
-
Cancelation of treasury shares
(123 )
-
Adjustment of capital surplus for corporation's cash dividends received
by subsidiaries
-
6,170
Share-based payment transaction

18,678

127,833

BALANCE AT DECEMBER 31, 2017
4,118,942
3,187,289
Effect of retrospective application and retrospective restatement

-

-

BALANCE AT JANUARY 1, 2018 AS RESTATED
4,118,942
3,187,289
Appropriation of the 2017 earnings
Legal reserve
-
-
Cash dividends - NT$4.5 per share
-
-
Change in capital surplus from investments in subsidiaries, associates and
joint ventures accounted for using equity method
-
(267 )
Net profit for the year ended December 31, 2018
-
-
Other comprehensive income (loss) for the year ended December 31,
2018

-

-

Total comprehensive income (loss) for the year ended December 31,
2018

-

-

Conversion of convertible bonds
16,141
84,486
Buy-back of treasury shares
-
-
Cancelation of treasury shares
(840 )
-
Adjustment of capital surplus for corporation's cash dividends received
by subsidiaries
-
8,572
Changes in percentage of ownership interests in subsidiaries
-
-
Share-based payment transaction
33,551
189,557
Disposals of investments in equity instruments designated as at fair value
through other comprehensive income
-
-
Adjustments to share of changes in equities of subsidiaries, associates
and joint ventures accounted for using equity method

-

-

BALANCE AT DECEMBER 31, 2018
$ 4,167,794
$ 3,469,637

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

$ 4,735,275

-
(1,314,425 )
-
2,558,401

(6,955)


2,551,446

-
-
-
-

-

5,972,296

135,130

6,107,426
-
(1,854,424 )
-
2,546,275

(5,322)


2,540,953

-
-
-
-
(2,107 )
-
4,241

(1,030)

$ 6,795,059
Other Equity Total
Treasury Shares
$ 58,035
$ (35,714 )

-
-
-
-
-
-
-
-

(126,272)

-


(126,272)

-

-
-
-
(123 )
-
123
-
-

56,103

-

(12,134 )
(35,714 )

(27,484)

-

(39,618 )
(35,714 )
-
-
-
-
-
-
-
-

5,631

-


5,631

-

-
-
-
(840 )
-
840
-
-
-
-
51,472
-
(4,241 )
-

-

-

$ 13,244
$ (35,714)
Total Equity
$ 10,616,627
-
(1,314,425 )
(8,326 )
2,558,401

(133,227)

2,425,174
1,302,968
(123 )
-
6,170

202,614
13,230,679

107,646
13,338,325
-
(1,854,424 )
(267 )
2,546,275

309

2,546,584
100,627
(840 )
-
8,572
(2,107 )
274,580
-

(1,030)
$ 14,410,020
Exchange
Differences on
Translating the
U
Financial
Statements of
A
Foreign Operations
F
$ (24,914 )

-
-
-
-

(72,719)


(72,719)

-
-
-
-

-

(97,633 )

-

(97,633 )
-
-
-
-

(7,239)


(7,239)

-
-
-
-
-
-
-

-

$ (104,872)
Unrealized Gain
(Loss) on
Financial Assets at
nrealized Gain
Fair Value
(Loss) on
Through Other
vailable-for-sale
Comprehensive
Unearned
inancial Assets
Income
Employee Benefit
$ 232,901
$ -
$ (149,952 )

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

(53,553)

-

-


(53,553)

-

-

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

-

-

56,103

179,348
-
(93,849 )

(179,348)

151,864

-

-
151,864
(93,849 )
-
-
-
-
-
-
-
-
-
-
-
-

-

12,870

-


-

12,870

-

-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
51,472
-
(4,241 )
-

-

-

-

$ -
$ 160,493
$ (42,377)








Unappropriated
Legal Reserve
Special Reserve
Earnings
$ 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

-

-

135,130

1,896,570
86,888
4,123,968
255,841
-
(255,841 )
-
-
(1,854,424 )
-
-
-
-
-
2,546,275

-

-

(5,322)


-

-

2,540,953

-
-
-
-
-
-
-
-
-
-
-
-
-
-
(2,107 )
-
-
-
-
-
4,241

-

-

(1,030)

$ 2,152,411
$ 86,888
$ 4,555,760
  • 211 -

CHROMA ATE INC.

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax

Adjustments for:
Depreciation expenses
Amortization expenses
Expected credit loss recognized on trade receivables (provision
for bad debt expense)
Net gain on financial assets (liabilities) at fair value through
profit or loss
Finance costs
Interest income
Dividend income
Compensation costs of share-based payments
Share of profit of subsidiaries, associates and joint ventures
accounted for using equity method

(Gain) loss on disposal of property, plant and equipment
Gain on disposal of investments
Impairment loss (reversal of impairment) on non-financial
assets
Unrealized gain on transactions with subsidiaries and
associates
Net (gain) loss on foreign currency exchange
Net changes in operating assets and liabilities
Notes receivable
Trade receivables
Inventories
Prepayments
Other current assets
Contract liabilities
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
Payments to acquire financial assets at fair value through other
comprehensive income
Cash returned of capital reduction of financial assets at fair value
through other comprehensive income
Payments to acquire financial assets at fair value through profit
or loss
2018
$ 2,928,608

176,530
960
3,000
(6,493)
21,760
(8,903)
(22,880)
78,596
(1,222,318)
(1)
-
21,000
10,857
(62,225)
(4,237)
553,062
(761)
53,689
37,689
(30,579)
(3,685)
(422,570)
(51,971)
-
(168)
(9,657)

2,039,303
(224,349)

1,814,954

(67,800)
5,262
(1,745,000)
2017
$ 2,865,714
168,141
960
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)
964,901
(302,752)
662,149

-
-

-
(Continued)
  • 212 -

CHROMA ATE INC.

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars)

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
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
Payments for property, plant and equipment
Proceeds from disposal of property, plant and equipment
Increase in refundable deposits
Decrease (increase) in other receivables - related parties
Increase in other non-current assets
Increase in prepayments for equipment

Interest received
Dividends received

Net cash (used in) generated from investing activities

CASH FLOWS FROM FINANCING ACTIVITIES
Increase 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 (DECREASE) 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
2018
$ 1,631,577

-
-

-
-
(121,970)
(133,241)
6,949
(3,070)
5,409
-
(1,519,652)
9,173
627,585

(1,304,778)

330,000
900,000
(1,200,000)
123
(1,854,424)
195,755
(840)
(30,989)
-

(1,660,375)

20,027

(1,130,172)
2,046,071

$ 915,899
2017
$ -
(476,000)
1,678,988
2,552
23,111

(217,858)

(71,611)
3,875

(259)
(10,108)
(960)

(465,376)
17,189
181,175
664,718
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

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

(Concluded)

  • 213 -

NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (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 financial statements are presented in the Corporation’s functional currency, the New Taiwan dollar (NTD).

2. APPROVAL OF FINANCIAL STATEMENTS

The financial statements were approved by the Corporation’s board of directors on February 21, 2019.

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 would not have any material impact on the Corporation’s accounting policies:

  • IFRS 9 “Financial Instruments” and related amendment

IFRS 9 supersedes IAS 39 “Financial Instruments: Recognition and Measurement”, with consequential amendments to IFRS 7 “Financial Instruments: Disclosures” and other standards. IFRS 9 sets out the requirements for classification, measurement and impairment of financial assets and hedge accounting.

Classification, measurement and impairment of financial assets

On the basis of the facts and circumstances that existed as at January 1, 2018, the Corporation has performed an assessment of the classification of recognized financial assets and has elected not to restate prior reporting periods.

  • 214 -

The following table shows the original measurement categories and carrying amount under IAS 39 and the new measurement categories and carrying amount under IFRS 9 for each class of the Corporation’s financial assets and financial liabilities as of January 1, 2018.

Financial Assets
Cash and cash equivalents

Derivatives

Domestic listed equity securities

Domestic unlisted equity
securities

Domestic open-end beneficiary
certificates

Foreign open-end beneficiary
certificates

Notes receivable, trade
receivables and other
receivables

Refundable deposits

Financial Assets
FVTPL
Add: Reclassification from
available-for-sale (IAS 39)
required reclassification
FVTOCI
Equity instruments
Add: Reclassification from
available-for-sale (IAS 39)
Measurement Category
IFRS 9
s
Amortized cost

Mandatorily at fair value through
profit or loss (i.e. FVTPL)

Fair value through other
comprehensive income (i.e.
FVTOCI) - equity instrument

FVTOCI - equity instrument

Mandatorily at FVTPL

Mandatorily at FVTPL
s
Amortized cost
s
Amortized cost
Reclassifi-
cations
Remeasure-
ments
IFRS 9
Carrying
Amount as of
January 1,
2018
$ 842,466

$ (4,139 )


842,466

(4,139)
$ 838,358
426,344

108,122


426,344

108,122

534,466
$ 1,268,810
$ 103,983
$ 1,372,824
Carrying Amount
IAS 39
IFRS 9
Remark
2,046,071 $ 2,046,071
-
31
31
-
268,582
268,582
1)
157,762
265,884
1)
832,314
832,314
2)
10,152
6,013
2)
3,363,393
3,363,393
3)
2,335
2,335
-
Retained
Earnings
Effect on
January 1,
2018
Other Equity
Effect on
January 1,
2018
Remark
2)
$ 8,176
$ (12,315)
1)

109,876

(1,754)
$ 118,052
$ (14,069)
Lo
He
Av
Av
Av
Av
Lo
Lo






IAS 39
ans and receivable
ldfortrading
ailableforsale
ailableforsale
ailableforsale
ailableforsale
ans and receivable
ans and receivable
IAS 39
Carrying
Amount as of
January 1,
2018
$ 31
-




31

-



-

$ 31
$


  • 1) The Corporation elected to designated all its investments in equity securities previously classified as available-for-sale under IAS 39 as at FVTOCI under IFRS 9, because these investments are not held for trading. As a result, the related other equity - unrealized gain (loss) on available-for-sale financial assets of $158,625 thousand was reclassified to other equity - unrealized gain (loss) on financial assets at FVTOCI.

Investments in unlisted shares previously measured at cost under IAS 39 have been designated as at FVTOCI under IFRS 9 and were remeasured at fair value. Consequently, an increase of $108,122 thousand was recognized in both financial assets at FVTOCI and other equity - unrealized gain (loss) on financial assets at FVTOCI on January 1, 2018, respectively.

The Corporation recognized under IAS 39 impairment loss on certain investments in equity securities previously classified as measured at cost and the loss was accumulated in retained earnings. Since those investments were designated as at FVTOCI under IFRS 9 and no impairment assessment is required, an adjustment was made that resulted in a decrease of $109,876 thousand in other equity - unrealized gain (loss) on financial assets at FVTOCI and an increase of the same amount in retained earnings on January 1, 2018, respectively.

  • 215 -

  • 2) Mutual funds previously classified as available-for-sale under IAS 39 were classified mandatorily as at FVTPL under IFRS 9, because the contractual cash flows are not solely payments of principal and interest on the principal outstanding and they are not equity instruments. The retrospective adjustment resulted in a decrease of $12,315 thousand in other equity - unrealized gain (loss) on available-for-sale financial assets and an increase of the same amount in retained earnings on January 1, 2018. Mutual funds previously measured at cost under IAS 39 were classified as at FVTPL under IFRS 9 and were measured at fair value. Consequently, a decrease of $4,139 thousand was recognized in both financial assets at FVTPL and retained earnings.

  • 3) Notes receivable, trade receivables and other receivables that were previously classified as loans and receivables under IAS 39 were classified as measured at amortized cost with an assessment of expected credit losses under IFRS 9. The Corporation had assessed that the effect of retrospective application would not have any material impact.

  • 4) As a result of the retrospective application of IFRS 9 by subsidiaries, associates and joint ventures accounted for using equity method, there was an increase in investments accounted for using equity method of $3,663 thousand, a decrease in other equity - unrealized gain (loss) on available-for-sale financial assets of $8,408 thousand, a decrease on other equity - unrealized gain (loss) on financial assets at FVTOCI of $5,007 thousand and an increase in retained earnings of $17,078 thousand on January 1, 2018.

  • b. Amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the “IFRSs” endorsed by the FSC for application starting from 2019

New, Amended or Revised Standards and Interpretations
(the“New IFRSs”)
Annual Improvements to IFRSs 2015-2017 Cycle

Amendments to IFRS 9 “Prepayment Features with Negative
Compensation”

IFRS 16 “Leases”

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 (Note 2)
January 1, 2019
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: The FSC permits the election for early adoption of the amendments starting from 2018.

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

  • IFRS 16 “Leases”

IFRS 16 provides a comprehensive model for the identification of lease arrangements and their treatment in the financial statements of both lessees and lessor. It supersedes IAS 17 “Leases”, IFRIC 4 “Determining whether An Arrangement Contains A Lease”, and a number of related interpretations.

  • 216 -

Definition of a lease

Upon initial application of IFRS 16, the Corporation will elect to apply the guidance of IFRS 16 in determining whether contracts are, or contain, a lease only to contracts entered into (or changed) on or after January 1, 2019. Contracts identified as containing a lease under IAS 17 and IFRIC 4 will not be reassessed and will be accounted for in accordance with the transitional provisions under IFRS 16.

The Corporation as lessee

Upon initial application of IFRS 16, the Corporation will recognize right-of-use assets, or investment properties if the right-of-use assets meet the definition of investment properties, and lease liabilities for all leases on the balance sheets except for those whose payments under lowvalue and short-term leases will be recognized as expenses on a straight-line basis. On the statements of comprehensive income, the Corporation will present the depreciation expense charged on right-of-use assets separately from the interest expense accrued on lease liabilities; interest is computed using the effective interest method. On the statements of cash flows, cash payments for the principal portion of lease liabilities will be classified within financing activities; cash payments for the interest portion will be classified within financing activities. Currently, payments under operating lease contracts are recognized as expenses on a straight-line basis. Cash flows for operating leases are classified within operating activities on the statements of cash flows. Leased assets and finance lease payables are recognized for contracts classified as finance leases.

The Corporation anticipates applying IFRS 16 retrospectively with the cumulative effect of the initial application of this standard recognized on January 1, 2019. Comparative information will not be restated.

Lease liabilities will be recognized on January 1, 2019 for leases currently classified as operating leases with the application of IAS 17. Lease liabilities will be measured at the present value of the remaining lease payments, discounted using the lessee’s incremental borrowing rate on January 1, 2019. Right-of-use assets will be measured at an amount equal to the lease liabilities, the Corporation will apply IAS 36 to all right-of-use assets.

The Corporation anticipates applying IFRS 16 retrospectively with the cumulative effect of the initial application of this standard recognized on January 1, 2019. Comparative information will not be restated.

The Corporation expects to apply the following practical expedients:

  • 1) The Corporation will apply a single discount rate to a portfolio of leases with reasonably similar characteristics to measure lease liabilities.

  • 2) The Corporation will account for those leases for which the lease term ends on or before December 31, 2019 as short-term leases.

  • 3) The Corporation will exclude initial direct costs from the measurement of right-of-use assets on January 1, 2019.

  • 4) The Corporation will use hindsight, such as in determining lease terms, to measure lease liabilities.

The Corporation as lessor

The Corporation will not make any adjustments for leases in which it is a lessor and will account for those leases with the application of IFRS 16 starting from January 1, 2019.

  • 217 -

Anticipated impact on assets, liabilities and equity

Adjusted
Carrying Adjustments Carrying
Amount as of Arising from Amount as of
December 31, Initial January 1,
2018 Application
2019
Right-of-use assets
$
- $ 42,905 $ 42,905
Total effect on assets $ - $ 42,905 $ 42,905
Lease liabilities - current $ - $ 15,963 $ 15,963
Lease liabilities - non-current - 26,942 26,942
Total effect on liabilities $ - $ 42,905 $ 42,905

Except for the above impacts, the Corporation had assessed that the application of other standards and interpretations would not have significant impacts on the Corporation’s financial position and financial performance.

  • c. New IFRSs in issue but not yet endorsed and issued into effect by the FSC
New IFRSs
Amendments to IFRS 3 “Definition of a Business”

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

IFRS 17 “Insurance Contracts”

Amendments to IAS 1 and IAS 8 “Definition of Material”
Effective Date
Announced by IASB (Note 1)
January 1, 2020 (Note 2)
To be determined by IASB
January 1, 2021
January 1, 2020 (Note 3)
  • 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 Corporation shall apply these amendments to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after January 1, 2020 and to asset acquisitions that occur on or after the beginning of that period.

  • Note 3: The Corporation shall apply these amendments prospectively for annual reporting periods beginning on or after January 1, 2020.

Except for the above impacts, the Corporation is continuously assessing the possible impacts that the application of other standards and interpretations will have on the Corporation’s financial position and financial performance, and will disclose the relevant impacts when the assessment is completed.

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  • a. Statement of compliance

The financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

  • 218 -

b. Basis of preparation

The financial statements have been prepared on the historical cost basis except for financial instruments 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, which are grouped into Levels 1 to 3 based on the degree to which the fair value measurement inputs are observable and based on the significance of the inputs to the fair value measurement in its entirety, are described as follows:

  • 1) Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities;

  • 2) Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for an asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

  • 3) Level 3 inputs are unobservable inputs for an asset or liability.

When preparing these financial statements, the Corporation used the 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 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 basis and the consolidated basis were made to investments accounted for using the 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 financial statements.

  • c. Classification of current and non-current assets and liabilities

Current assets include:

  • 1) Assets held primarily for the purpose of trading;

  • 2) Assets expected to be realized within 12 months after the reporting period; and

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

Current liabilities include:

  • 1) Liabilities held primarily for the purpose of trading;

  • 2) Liabilities due to be settled within 12 months after the reporting period; and

  • 3) Liabilities for which the Corporation does not have an unconditional right to defer settlement for at least 12 months after the reporting period.

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

  • d. 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.

  • 219 -

At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Exchange differences on monetary items arising from settlement or translation are recognized in profit or loss in the period in which they arise.

Non-monetary items measured at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Exchange differences arising from the retranslation of non-monetary items are included in profit or loss for the period except for exchange differences arising from the retranslation of non-monetary items in respect of which gains and losses are recognized directly in other comprehensive income, in which case, the exchange differences are also recognized directly in other comprehensive income.

Non-monetary items that are measured at historical cost in a foreign currency are translated using the exchange rate at the date of the transaction.

e. Inventories

Inventories consist of raw materials, semi-finished 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. The 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.

  • f. Investments accounted for using equity method

Investments in subsidiaries, associates and joint ventures are accounted for by the equity method.

1) Investment in subsidiaries

A subsidiary is an entity that is controlled by the Corporation.

Under the equity method, an investment in a subsidiary is initially recognized at cost and adjusted thereafter to recognize the Corporation's share of the profit or loss and other comprehensive income of the subsidiary. The Corporation also recognizes the changes in the Corporation’s share of equity of subsidiaries attributable to the Corporation.

Changes in the Corporation’s ownership interest in a subsidiary that do not result in the Corporation losing control of the subsidiary are equity transactions. The Corporation recognizes directly in equity any difference between the carrying amount of the investment and the fair value of the consideration paid or received.

When the Corporation’s share 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.

  • 220 -

The Corporation assesses its investment for any impairment by comparing the carrying amount with the estimated recoverable amount as assessed based on the investee’s financial statements as a whole. 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.

  • 2) Investments in associates and joint ventures

An associate is an entity over which the Corporation has significant influence and which is neither a subsidiary nor an interest in a joint venture. A joint venture is a joint arrangement whereby the Corporation and other parties that have joint control of the arrangement have rights 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 the 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 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 had the investee 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.

  • 221 -

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 not allocated to any asset, including goodwill, that forms part of the carrying amount of the investment. Any reversal of that impairment loss is recognized to the extent that the recoverable amount of the investment subsequently increases.

The Corporation discontinues the use of the equity method from the date on which its investment ceases to be an associate and a joint venture. Any retained investment is measured at fair value at that date, and the fair value is regarded as its fair value on initial recognition as a financial asset. The difference between the previous carrying amount of the associate and the joint venture attributable to the retained interest and its fair value is included in the determination of the gain or loss on disposal of the associate and the joint venture. The Corporation accounts for all amounts previously recognized in other comprehensive income in relation to that associate and joint venture on the same basis as would be required had that associate directly disposed of the related assets or liabilities. If an investment in an associate becomes an investment in a joint venture or an investment in a joint venture becomes an investment in an associate, the Corporation continues to apply the equity method and does not remeasure the retained interest.

When a group entity transacts with its associate and joint venture, profits and losses resulting from the transactions with the associate and joint venture are recognized in the Corporation’s financial statements only to the extent that interests in the associate and the joint venture are not related to the Corporation.

  • g. Property, plant and equipment

Property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment loss.

Property, plant and equipment in the course of construction are measured at cost less any recognized impairment loss. Cost includes professional fees and borrowing cost 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 is recognized using the straight-line method. Each significant part is depreciated separately. If a lease term is shorter than the assets’ useful lives, such assets are depreciated over the lease term. The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in the estimates 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.

  • h. Investment properties

Investment properties are properties held to earn rentals and/or for capital appreciation (including property under construction for such purposes). Investment properties also include land held for a currently undetermined future use.

  • 222 -

Investment properties are initially measured at cost, including transaction costs. Subsequent to initial recognition, investment properties are measured at cost less accumulated depreciation and accumulated impairment loss. Depreciation is recognized using the straight-line method.

Investment properties under construction are measured at cost less accumulated impairment loss. Cost includes professional fees and borrowing costs eligible for capitalization. Depreciation of these assets commences when the assets are ready for their intended use.

On derecognition of an investment property, the difference between the net disposal proceeds and the carrying amount of the asset is included in profit or loss.

i. Goodwill

For the purposes of impairment testing, goodwill is allocated to each of the Corporation’s cashgenerating units or groups of cash-generating units (referred to as “cash-generating 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 pro rata to the other assets of the unit 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 which is 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 cashgenerating unit retained.

j. Impairment of tangible assets

At the end of each reporting period, the Corporation reviews the carrying amounts of its tangible asset, 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 individual cash-generating units on a reasonable and consistent basis of allocation.

The recoverable amount is the higher of fair value less costs to sell and value in use. If the recoverable amount of an asset or cash-generating unit is estimated to be less than its carrying amount, the carrying amount of the asset or cash-generating unit is reduced to its recoverable amount, with the resulting impairment loss recognized in profit or loss.

When an impairment loss is subsequently reversed, the carrying amount of the 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 for the asset or cash-generating unit in prior years. A reversal of an impairment loss is recognized in profit or loss.

  • 223 -

k. Financial instruments

Financial assets and financial liabilities are recognized when the Corporation becomes a party to the contractual provisions of the instruments.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issuance of financial assets and financial liabilities (other than financial assets and financial liabilities at FVTPL) 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 FVTPL are recognized immediately in profit or loss.

1) Financial assets

All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis.

  • a) Measurement categories

2018

Financial assets are classified into the following categories: Financial assets at FVTPL, financial assets at amortized cost and equity instruments at FVTOCI.

  • i. Financial asset at FVTPL

Financial assets are classified as at FVTPL when such a financial asset is mandatorily classified as at FVTPL. Financial assets mandatorily classified as at FVTPL include investments in equity instruments which are not designated as at FVTOCI.

Financial assets at FVTPL are subsequently measured 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 does not incorporate any dividends or interest earned on such a financial asset. Fair value is determined in the manner described in Note 28.

  • ii. Financial assets at amortized cost

Financial assets that meet the following conditions are subsequently measured at amortized cost:

  • i) The financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and

  • ii) The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Subsequent to initial recognition, financial assets at amortized cost, including cash and cash equivalents, trade receivables at amortized cost and refundable deposits, are measured at amortized cost, which equals the gross carrying amount determined using the effective interest method less any impairment loss. Exchange differences are recognized in profit or loss.

  • 224 -

Interest income is calculated by applying the effective interest rate to the gross carrying amount of such a financial asset, except for:

  • i) Purchased or originated credit-impaired financial assets, for which interest income is calculated by applying the credit-adjusted effective interest rate to the amortized cost of such financial asset; and

  • ii) Financial assets that are not credit-impaired on purchase or origination but have subsequently become credit-impaired, for which interest income is calculated by applying the effective interest rate to the amortized cost of such financial assets in subsequent reporting periods.

Cash equivalents include time deposits with original maturities within 3 months from the date of acquisition, which are highly liquid, readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. These cash equivalents are held for the purpose of meeting short-term cash commitments.

  • iii. Investments in equity instruments at FVTOCI

On initial recognition, the Corporation may make an irrevocable election to designate investments in equity instruments as at FVTOCI. Designation at FVTOCI is not permitted if the equity investment is held for trading or if it is contingent consideration recognized by an acquirer in a business combination.

Investments in equity instruments at FVTOCI are subsequently measured at fair value with gains and losses arising from changes in fair value recognized in other comprehensive income and accumulated in other equity. The cumulative gain or loss will not be reclassified to profit or loss on disposal of the equity investments, instead, it will be transferred to retained earnings.

Dividends on these investments in equity instruments are recognized in profit or loss when the Corporation’s right to receive the dividends is established, unless the dividends clearly represent a recovery of part of the cost of the investment.

2017

Financial assets are classified into the following categories: Financial assets at FVTPL, available-for-sale financial assets, and loans and receivables.

  • i. Financial assets at FVTPL

Financial assets are classified as at FVTPL 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 does not incorporate any dividends or interest earned such a financial asset. Fair value is determined in the manner described in Note 28.

  • ii. Available-for-sale financial assets

Available-for-sale financial assets are non-derivatives that are either designated as available-for-sale or are not classified as loans and receivables, held-to-maturity investments or financial assets at FVTPL.

  • 225 -

Available-for-sale financial assets are measured at fair value. Dividends on available-forsale equity instruments are recognized in profit or loss when the Corporation’s right to receive the dividends is established. Other changes in the carrying amount of availablefor-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.

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.

iii. Loans and receivables

Loans and receivables (including cash and cash equivalents, notes receivable, trade receivables, and refundable deposits) are measured using the effective interest method at amortized cost less any impairment, except for short-term receivables when the effect of discounting is immaterial.

Cash equivalents include time deposits with original maturities within 3 months from the date of acquisition, which are highly liquid, readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. These cash equivalents are held for the purpose of meeting short-term cash commitments.

  • b) Impairment of financial assets

2018

The Corporation recognizes a loss allowance for expected credit losses on financial assets at amortized cost (including trade receivables).

The Corporation always recognizes lifetime expected credit losses (i.e. ECLs) for trade receivables. For all other financial instruments, the Corporation recognizes lifetime ECLs when there has been a significant increase in credit risk since initial recognition. If, on the other hand, the credit risk on the financial instrument has not increased significantly since initial recognition, the Corporation measures the loss allowance for that financial instrument at an amount equal to 12-month ECLs.

Expected credit losses reflect the weighted average of credit losses with the respective risks of a default occurring as the weights. Lifetime ECLs represents the expected credit losses that will result from all possible default events over the expected life of a financial instrument. In contrast, 12-month ECLs represent the portion of lifetime ECLs that is expected to result from default events on a financial instrument that are possible within 12 months after the reporting date.

The Corporation recognizes an impairment gain or loss in profit or loss for all financial instruments with a corresponding adjustment to their carrying amount through a loss allowance account.

  • 226 -

2017

Financial assets, other than those at FVTPL, 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 such financial assets, that the estimated future cash flows of the investment have been affected.

Financial assets at amortized cost, such as trade receivables are assessed for impairment on a collective basis even if they were assessed not to be impaired individually. Objective evidence of impairment for a portfolio of receivables could include the 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 such an asset’s carrying amount and the present value of its estimated future cash flows, discounted at the financial asset’s original effective interest rate. 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 impairment is recognized in other comprehensive income.

For a financial asset measured at cost, the amount of the impairment loss is measured as the difference between such an asset’s carrying amount and the present value of its 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 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.

c) Derecognition of financial assets

The Corporation derecognizes a financial asset only when the contractual rights to the cash flows from the asset expire or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party.

  • 227 -

Before 2018, 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 which had been recognized in other comprehensive income is recognized in profit or loss. Starting from 2018, on derecognition of a financial asset at amortized cost in its entirety, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss. On derecognition of an investment in an equity instrument at FVTOCI, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss, and the cumulative gain or loss which had been recognized in other comprehensive income is transferred directly to retained earnings, without recycling through profit or loss.

2) 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, issuance or cancellation of the Corporation’s own equity instruments.

  • 3) Financial liabilities

  • a) Subsequent measurement

Except for financial liabilities at FVTPL, all financial liabilities are measured at amortized cost using the effective interest method.

Financial liabilities at FVTPL 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 does not incorporate any interest or dividend paid on such financial liability. Fair value is determined in the manner described in Note 28.

  • b) Derecognition of financial liabilities

The difference between the carrying amount of a financial liability derecognized and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss.

  • 4) Convertible bonds

The component parts of compound instruments (convertible bonds) issued by the 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 upon the instrument’s maturity date. Any embedded derivative liability is measured at fair value.

  • 228 -

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 premiums. When the conversion option remains unexercised at maturity, the balance recognized in equity will be transferred to capital surplus - share premiums.

Transaction costs that relate to the issuance 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.

l. 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 to assure that products comply with agreed-upon specifications are recognized on the date of sale of the relevant products at the best estimate by the management of the Corporation of the expenditures required to settle the obligations.

m. Revenue recognition

2018

The Corporation identifies contracts with customers, allocates the transaction price to the performance obligations and recognizes revenue when performance obligations are satisfied.

Revenue from sale of goods comes from sales of test instruments. Revenue is recognized when the goods are delivered to the customer’s specific location or the goods are shipped because it is the time when the customer has full discretion over the manner of distribution and bears the risks of obsolescence. Trade receivables are recognized concurrently. The transaction price received is recognized as a contract liability until the goods are delivered to the customer.

The Corporation does not recognize revenue on materials delivered to subcontractors because this delivery does not involve a transfer of control.

2017

Revenue is measured at the fair value of the consideration received or receivable and reduced for estimated customer returns, rebates and other similar allowances.

  • 1) Sale of goods

Revenue from the sale of goods is recognized when all the following conditions are satisfied:

  • a) The Corporation has transferred to the buyer the significant risks and rewards of ownership of the goods;

  • b) The Corporation retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

  • c) The amount of revenue can be measured reliably;

  • 229 -

  • d) It is probable that the economic benefits associated with the transaction will flow to the Corporation; and

  • e) The costs incurred or to be incurred in respect of the transaction can be measured reliably.

The Corporation does not recognize sales revenue on materials delivered to subcontractors because this delivery does not involve a transfer of risks and rewards of materials’ ownership.

  • 2) Dividend and interest income

Dividend income from investments is recognized when the shareholder’s right to receive payment has been established and provided that it is probable that the economic benefits will flow to the Corporation and that 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 with reference to the principal outstanding and at the applicable effective interest rate.

n. Borrowing costs

Borrowing costs directly attributable to an acquisition, construction or production of qualifying assets are added to the cost of those assets, until such time that the assets are substantially ready for their intended use or sale.

Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalization.

Other than stated above, all other borrowing costs are recognized in profit or loss in the period in which they are incurred.

  • o. 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 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.

p. Employee benefits

  • 1) Short-term employee benefits

Liabilities recognized in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for the related service.

  • 230 -

2) Retirement benefits

Payments to defined contribution retirement benefit plans are recognized as expenses when employees have rendered services entitling them to the contributions.

Defined benefit costs (including service cost, net interest and remeasurement) under 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 liabilities (assets) are recognized as employee benefits expense in the period in which 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 liabilities (assets) represent the actual deficit (surplus) in the Corporation’s defined benefit plans. Any surplus resulting from this calculation is limited to the present value of any refunds from the plans or reductions in future contributions to the plans.

  • 3) Other long-term employee benefits

Other long-term employee benefits are accounted for in the same way as the accounting required for defined benefit plans except that remeasurement is recognized in profit or loss.

q. Share-based Payment Arrangements

Employee share options and restricted shares for 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 employees is expensed on a straight-line basis over the vesting period, based on the Corporation's best estimate of the number of shares or options that are expected to 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 is recognized on the grant date, with a corresponding increase in capital surplus - restricted shares for employees. If restricted shares for employees are granted for consideration and should be returned once the employee resigns, they are recognized as payables. Dividends paid to employees on 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 expenses reflect the revised estimate, with a corresponding adjustment to capital surplus - employee share options and capital surplus - restricted shares for employees.

r. Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

  • 1) Current tax

According to the Income Tax Law in the ROC, an additional tax at 10% of unappropriated earnings is provided for as income tax in the year the shareholders approve to retain earnings.

  • 231 -

Adjustments of prior years’ tax liabilities are added to or deducted from the current year’s tax provision.

2) Deferred tax

Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities and the corresponding tax bases used in the computation of taxable profit.

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 it is probable that taxable profits will be available against which those deductible temporary differences can be utilized.

Deferred tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries, associates and interests in joint arrangements, 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 assets to be recovered. A previously unrecognized deferred tax asset is also reviewed at the end of each reporting period and recognized to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.

Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liabilities are settled or the assets are 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.

  • 3) Current and deferred taxes for the year

Current and deferred taxes are recognized in profit or loss, except when they relate to items that are recognized in other comprehensive income or directly in equity, in which case, the current and deferred taxes are also recognized in other comprehensive income or directly in equity, respectively. Where current tax or deferred tax arises from 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, estimations 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.

  • 232 -

a. Estimated impairment of trade receivables

The provision for impairment of trade receivables is based on assumptions about risk of default and expected loss rates. The Corporation uses judgment in making these assumptions and in selecting the inputs to the impairment calculation, based on the Corporation’s historical experience, existing market conditions as well as forward looking estimates as of the end of each reporting period. For details of the key assumptions and inputs used, see Note 11. Where the actual future cash flows are less than expected, a material impairment loss may arise.

b. Write-down 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 is 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
2018
2017
Cash on hand
$ 2,434
$ 2,602
Checking accounts and demand deposits
913,465
1,448,269
Cash equivalents
Time deposits with original maturities less than 3 months

-

595,200
$ 915,899
$ 2,046,071
FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS
December 31
2018
2017
Mandatorily at FVTPL
Non-derivative financial assets
Open-end beneficiary certificates
$ 951,456
$ -
Derivative instruments held for trading
Call and put option of convertible bonds payable (Note 18)

-

31
Financial assets - current
$ 951,456
$ 31
Mandatorily at FVTPL-non-current
Non-derivative financial assets
Open-end beneficiary certificates
$ 6,807
$ -
December 31 December 31 December 31



2018
$ 951,456

-

$ 951,456

$ 6,807
2017
$ -
31
$ 31
$ -

7. FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS

  • 233 -

8. FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME - 2018

December 31,
2018
Investments in equity instruments-non-current
Domestic Listed ordinary shares
$ 431,797
Domestic unlisted ordinary shares
182,039
$ 613,836
These investments in equity instruments are not held for trading. Instead, they are held for medium to
long-term strategic purposes. Refer to Table 3 for the detailed information. Accordingly, the management
elected to designate these investments in equity instruments as at FVTOCI as they believe that recognizing
short-term fluctuations in these investments’ fair value in profit or loss would not be consistent with the
Corporation’s strategy of holding these investments for long-term purposes. These investments in equity
instruments were classified as available-for-sale and measured at cost under IAS 39. Refer to Note 3, Note
9 and Note 10 for information relating to their reclassification and comparative information for 2017.

9. AVAILABLE-FOR-SALE FINANCIAL ASSETS - 2017

December 31,
2017
Current
Domestic open-end beneficiary certificates $ 832,314
Non-current
Domestic listed shares $ 268,582

10. FINANCIAL ASSETS MEASURED AT COST - NON-CURRENT - 2017

December 31,
2017
Domestic unlisted ordinary shares $ 157,762
Foreign open-end beneficiary certificates
10,152
$ 167,914
Classified according to financial asset measurement categories
Available-for-sale financial assets $ 167,914

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.

  • 234 -

11. NOTES RECEIVABLE AND TRADE RECEIVABLES

Gross carrying amount at amortized cost

Less: Allowance for impairment loss

Gross carrying amount at amortized cost - related parties

December 31 December 31



2018
$ 909,711

(78,422)

831,289
1,760,954

$ 2,592,243
2017
$ 926,522
(78,288)
848,234
2,250,825
$ 3,099,059

In 2018

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. Before accepting any new customer, the Corporation 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 Corporation.

The Corporation applies the simplified approach to providing for expected credit losses prescribed by IFRS 9, which permits the use of lifetime expected loss provision for all trade receivables. The expected credit losses on trade receivables are estimated by reference to past default experience of the debtor and an analysis of the debtor’s current financial position, adjusted for general economic conditions of the industry in which the debtors operate. As the Corporation’s historical credit loss experience does not show other factors that matter significantly, the expected credit loss rate is based on past due status of trade receivables.

The Corporation writes off a trade receivable when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery. For trade receivables that have been written off, the Corporation continues to engage in enforcement activity to attempt to recover the receivables due. Where recoveries are made, these are recognized in profit or loss.

The aging schedule of notes receivable and trade receivables based on the past due days was as follows:

December 31,
2018
Less than 60 days $ 694,058
61-365 days 134,231
Over 365 days
81,422
$ 909,711
  • 235 -

The movements of the loss allowance of notes receivable and trade receivables were as follows:

For the Year
Ended
December 31,
2018
Balance at January 1, 2018 per IAS 39
$ 78,288
Adjustment on initial application of IFRS 9 -
Balance at January 1, 2018 per IFRS 9 78,288
Add: Impairment loss recognized on receivables 3,000
Less: Amounts written off (2,866)
Balance at December 31, 2018 $ 78,422

In 2017

The Corporation applied the same credit policy in 2018 and 2017. In determining the recoverability of a trade receivable, the Corporation considers 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 notes receivable and trade receivables was as follows:

December 31,
2017
Less than 60 days $ 556,938
61-365 days 276,090
Over 365 days
93,494
$ 926,522

The above aging schedule was based on the past due days from end of credit term.

The aging of notes receivable and trade receivables that were past due but not impaired was as follows:

December 31,
2017
Less than 60 days $ 142,353
61-365 days 264,437
Over 365 days
31,373
$ 438,163

The above aging schedule was based on the past due days from end of credit term.

  • 236 -

The movements of the allowance for doubtful notes receivable and trade receivables were as follows:

Individually
Assessed for
Impairment
Collectively
Assessed for
Impairment
Balance at January 1, 2017
$ 33,720
$ 10,363

Add: Impairment losses recognized on
receivables
-
36,000

Reclassification of impairment loss from
collective assessment to individual
assessment
31,071
(31,071)
Less: Amounts written off during the year as
uncollectible
(1,795)
-

Balance at December 31, 2017
$ 62,996
$ 15,292
Total
$ 44,083
36,000
-
(1,795)
$ 78,288

The allowance for impairment loss individually assessed due to customers were in liquidation or in severe financial difficulties were $62,996 thousand as of December 31, 2017. The Corporation did not hold any collateral over these balances.

12. INVENTORIES

Finished goods

Semi-finished products
Work in process
Raw materials

December 31 December 31


2018
$ 183,483

356,602
608,744
748,656

$ 1,897,485
2017
$ 190,397
361,613
638,940
671,368
$ 1,862,318

The cost of goods sold for the years ended December 31, 2018 and 2017 included the inventory writedowns of $21,000 thousand and the reversal of inventory write-downs of $37,331 thousand, respectively.

13. INVESTMENTS ACCOUNTED FOR USING EQUITY METHOD

Investments in subsidiaries

Investments in associates
Investments in joint venture

December 31 December 31


2018
$ 4,432,652

632,045
17,664

$ 5,082,361
2017
$ 3,716,869
623,941
17,626
$ 4,358,436
  • 237 -

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.
Testar Electronics Corporation
EVT Technology Co., Ltd.
Innovative Nanotech Incorporated
Touch Cloud Incorporation

December 31 December 31
2018
Amount
Percentage
of Equity
Interest (%)
$ 949,027
100.0

791,854
100.0
443,073
100.0

1,206,381
100.0
164,834
100.0
130,270
60.0
101,626
100.0
124,674
100.0
60,658
100.0
134,810
100.0
53,924
100.0
35,617
51.0
(70,297
)
100.0
(45,711
)
25.0
104,303
100.0
24,596
67.2
59,793
85.6
119,441
71.1

43,779
78.1

$ 4,432,652
2017
Amount
Percentage
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
17,379
67.2
22,652
73.8
67,777
89.3

55,342
78.1
$ 3,716,869

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. (“EVT”) increased its capital by cash injection of $40,000 thousand to strengthen its financial structure. In August 2018, EVT decreased its capital by $30,000 thousand to make up for losses and increased its capital by $50,000 thousand subsequently. The Corporation’s board of directors resolved to participate in the capital injection. The Corporation’s equity interest in EVT rose to 85.6% 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 and May 2018, Innovative Nanotech Incorporated increased its capital. The Corporation participated in the cash injection and held 71.1% equity consequently.

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% in 2017.

Refer to Note 34 for the detail of the subsidiaries indirectly held by the Corporation.

Refer to Table 8 “Information on Investees” for the Corporations’ share of profit of subsidiaries under equity method.

  • 238 -

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.

  • b. Investments in associates
Associates that are not
individually material
Adlink Technology Inc.

Dynascan Technology Corp.

December 31 December 31 December 31
2018
Amount
Percentage
of Equity
Interest (%)
$ 517,852
11.3

114,193
27.3

$ 632,045
2017





Amount
Percentage
of Equity
Interest (%)
$ 529,538
11.3
94,403
27.3
$ 623,941

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 Year Ended December
31
For the Year Ended December
31
For the Year Ended December
31


2018
$ 47,977

(1,531)

$ 46,446
2017
$ 49,171
(7,808)
$ 41,363

The Corporation is able to exercise significant influence over Adlink Technology Inc. although the percentage of shares held is less than 20%. Therefore, the Corporation recognizes the gain and loss under the equity method.

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.

  • c. Investments in joint ventures
Joint ventures that are not
individually material
Chih Ho Shun Development
Co., Ltd.
December 31 December 31 December 31
2018
Amount
Percentage
of Equity
Interest (%)
$ 17,664
35.0
2017

Amount
Percentage
of Equity
Interest (%)
$ 17,626
35.0
  • 239 -

Aggregate information of joint ventures that are not individually material:

The Corporation’s share of:
Profit from continuing operations
Other comprehensive income
Total comprehensive income for the year
For the Year Ended December
31
For the Year Ended December
31
For the Year Ended December
31

2018
$ 38

-
$ 38
2017
$ 33
-
$ 33

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 for a 35% entity interest in Chih Ho Shun but did not have control over this investee.

The investments in joint ventures accounted for using equity method and the share of profit or loss and other comprehensive income of the investment for the years ended December 31, 2018 and 2017 was based on the joint ventures’ financial statements which have been audited.

14. PROPERTY, PLANT AND EQUIPMENT


Cost

Balance, January 1, 2017

Additions
Disposals
Transferred from inventories

Balance, December 31, 2017


Accumulated depreciation


Balance, January 1, 2017

Depreciation

Disposals


Balance, December 31, 2017


Carrying amount at December 31,
2017

Cost

Balance, January 1, 2018

Additions
Disposals
Transferred from prepayments for
land and equipment
Transferred from inventories
Reclassification

Balance, December 31, 2018
Land
$ 450,575

-
-

-

$ 450,575

$ -

-

-

$ -

$ 450,575

$ 450,575

-
-
688,331
-

-

$ 1,138,906
Buildings
$ 2,004,437

10,554
-

-

$ 2,014,991

$ 906,259

77,560

-

$ 983,819

$ 1,031,172

$ 2,014,991

15,838
-
-
-

-

$ 2,030,829
Machinery
Miscellaneous
Equipment
Total
$ 110,270
$ 968,615
$ 3,533,897
8,772
55,329
74,655
(34)
(29,869)
(29,903)

5,850

75,685

81,535
$ 124,858
$ 1,069,760
$ 3,660,184
$ 91,888
$ 730,719
$ 1,728,866
10,057
80,524
168,141

(15)

(25,907)

(25,922)
$ 101,930
$ 785,336
$ 1,871,085
$ 22,928
$ 284,424
$ 1,789,099
$ 124,858
$ 1,069,760
$ 3,660,184
41,104
75,114
132,056
(5,040)
(25,625)
(30,665)
-
-
688,331
5,608
62,004
67,612

(323)

323

-
$ 166,207
$ 1,181,576
$ 4,517,518
(Continued)
  • 240 -

Accumulated depreciation


Balance, January 1, 2018

Depreciation

Disposals

Reclassification


Balance, December 31, 2018


Carrying amount at December 31,
2018
Land
$ -

-
-

-

$ -

$ 1,138,906
Buildings
$ 983,819

68,716
-

-

$ 1,052,535

$ 978,294
Machinery
Miscellaneous
Equipment
Total
$ 101,930 $ 785,336
$ 1,871,085
13,701
94,113
176,530
(5,040)
(18,677)
(23,717)

(210)

210

-
$ 110,381
$ 860,982
$ 2,023,898
$ 55,826
$ 320,594
$ 2,493,620
(Concluded)

The above items of property, plant and equipment are depreciated on a straight-line basis over their estimated useful lives as follows:

Buildings
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 3-16 years

Refer to Note 30 for property, plant and equipment have been pledged to secure borrowings of the Corporation.

15. INVESTMENT PROPERTIES


Cost
January 1, 2018

Transferred from prepayments for land and equipment

December 31, 2018
Land
$ -
3,137,187
$ 3,137,187

The Corporation acquired the land ownership certificates of the investment and development plan, “The Action Plan of Developing Land Surrounding the MRT Airport Station to Improve Civilian’s Life” in the third quarter of 2018 and transferred the parts of land held for undetermined future use to investment properties. Please refer to Note 32. The determination of fair value was performed by independent qualified professional valuers, and the fair value was measured by using Level 3 inputs. The valuation was arrived at by reference to market evidence of transaction prices for similar properties. The significant unobservable inputs used include discount rates and the fair value as appraised.

December 31,
2018
Fair value $ 13,588,172

All of the Corporation’s investment properties were held under freehold interests.

  • 241 -

16. GOODWILL

Cost December 31
2018
$ 94,424
2017
$ 94,424

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, 2018 and 2017.

17. BORROWINGS

  • a. Short-term borrowings
Unsecured borrowings
Bank loans

Interest rate (%)

b. Long-term borrowings
Secured borrowings
Bank loans (1) (Note 30)

Unsecured borrowings
Syndicated bank loans (2)
Bank loans (3)


Less: Current portions

December 31 December 31
2018
2017
$ 630,000
$ 300,000
0.86%-0.88%
0.85%
December 31




2018
$ 300,000

-

1,500,000

1,800,000

-

$ 1,800,000
2017
$ -
1,200,000
900,000
2,100,000
1,200,000
$ 900,000
  • 1) The Corporation applied to Mega International Commercial Bank for a credit line of $800,000 thousand and borrowed $300,000 thousand in March 2018, which will be used for increasing operating budget and repaying syndicated bank loans. The interest rate on the bank loan was 1.17% per annum on a floating basis. The bank loan will be due in March 2023, and was secured by the Corporation’s land and buildings. Please refer to Note 30.

  • 242 -

  • 2) 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 32). The syndicated bank loan had been repaid from March 2017 to March 2018 in three equal semiannual installments ($400,000 thousand per installment), the remaining $800,000 thousand had been repaid in September 2018. As of December 31, 2017, the interest rate per annum was 1.58% on a floating basis and the interest is paid monthly.

  • 3) The Corporation applied for bank loan for repaying syndicated bank loans and increasing operating budget. The interest rate was 1.08%-1.20% per annum on a floating basis. The bank loan will be due in June 2023.

18. BONDS PAYABLE

December 31,
2017
Unsecured domestic convertible bonds $ 99,703

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 from June 24, 2014 to May 13, 2019. The conversion price would be adjusted when earning distribution of cash dividends was resolved by shareholders’ meeting. The unsecured domestic convertible bonds had been completely converted into the Corporation’s common stock in the fourth quarter of 2018.

19. OTHER PAYABLES


Salaries and bonus

Employee’s compensation

Remuneration of directors
Others

December 31 December 31




2018
$ 306,560

275,489

9,600
75,419

$ 667,068
2017
$ 283,762
325,622
9,600
102,024
$ 721,008

20. RETIREMENT BENEFIT PLANS

a. 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.

  • 243 -

b. 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:

December 31
2018
2017
Present value of defined benefit obligation
$ 460,083
$ 449,301
Fair value of plan assets
(307,690)
(291,869)
Net defined benefit liabilities
$ 152,393
$ 157,432
Movements in net defined benefit liability were as follows:
Present Value
of the Defined
Benefit
Obligation
Fair Value of
the Plan
Assets
Net Defined
Benefit
Liabilities
Balance at January 1, 2017
$ 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
Current service cost
4,009
-
4,009
Net interest expense (income)

6,178

(4,118)

2,060
Recognized in profit or loss

10,187

(4,118)

6,069
Remeasurement
Return on plan assets (excluding
amounts included in net interest)
-
(7,436)
(7,436)
Actuarial loss - changes in demographic
assumptions
442
-
442
(Continued)
December 31
  • 244 -
Present Value Present Value Present Value
of the Defined Fair Value of Net Defined
Benefit the Plan Benefit
Obligation Assets Liabilities
Actuarial loss - changes in financial
assumptions
$
6,791
$
-
$
6,791
Actuarial loss - experience adjustments 4,821
- 4,821
Recognized in other comprehensive
income
12,054
(7,436) 4,618
Contributions from employer
-
(15,726) (15,726)
Benefits paid
(11,459)
11,459 -
Balance at December 31, 2018
$ 460,083
$(307,690) $ 152,393
(Concluded)

Through the defined benefit plans under the Labor Standards Law, the Corporation is exposed to the following risks:

  • 1) Investment risk: The plan assets are invested in domestic and foreign equity and debt securities, bank deposits, etc. The investment is conducted at the discretion of the Bureau or under the mandated management. However, in accordance with relevant regulations, the return generated by plan assets should not be below the interest rate for a 2-year time deposit with local banks.

  • 2) Interest risk: A decrease in the government bond interest rate will increase the present value of the defined benefit obligation; however, this will be partially offset by an increase in the return on the plan’s debt investments.

  • 3) Salary risk: The present value of the defined benefit obligation is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the present value of the defined benefit obligation.

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
2018
2017
0.88%-1.25% 0.88%-1.38%
1.50%-2.50% 1.50%-2.50%

If possible reasonable changes 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
2018
$(13,652)
$ 14,243
$ 13,833
$(13,331)
2017
$(13,723)
$ 14,340
$ 13,945
$(13,417)
  • 245 -

The sensitivity analysis presented above may not be representative of the actual changes in the present value of the defined benefit obligation as it is unlikely that the changes 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
2018
$ 15,568

12 years
2017
$ 15,293
13 years

21. 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




2018
450,000

$ 4,500,000

416,779

$ 4,167,794
2017
450,000
$ 4,500,000
411,894
$ 4,118,942

The authorized shares include 30,000 thousand shares allocated for the exercise of employee share options.

  • b. Capital surplus
May be used to offset a deficit, distributed as
cash dividends or transferred to share capital (Note)
Additional paid-in capital

Treasury share transactions
Consolidation excess
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


2018
$ 2,860,255

179,801
146,976
12,421
44,110
-
87,000
139,074

$ 3,469,637
2017
$ 2,514,454
171,229
146,976
5,874
44,377
7,209
116,389
180,781
$ 3,187,289

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).

  • 246 -

c. Retained earnings and dividends policy

Under the dividend policy as set forth in the Corporation’s Articles of Incorporation (the “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, please refer to d. employees’ compensation and remuneration of directors in Note 23.

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 a 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.

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.

The appropriations of earnings for 2017 and 2016 have been approved in the annual shareholders’ meeting on June 8, 2018 and 2017, respectively, were as follows:


Legal reserve

Cash dividends
Appropriation of Earnings
For Fiscal
Year 2017
For Fiscal
Year 2016
$ 255,841 $ 171,994
1,854,424 1,314,425
Dividends Per Share (NT$)
For Fiscal
Year 2017
For Fiscal
Year 2016


$ 4.5
$ 3.3

The appropriations of earnings for 2018 had been proposed by the Corporation’s board of directors on February 21, 2019. The appropriations and dividends per share were as follows:

Appropriation Dividends Per
of Earnings Share (NT$)
Legal reserve $ 254,628
Cash dividends 1,750,896 $4.2

The appropriations of earnings for 2018 are subject to the resolution in the shareholders’ meeting to be held on June 18, 2019.

  • 247 -

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 items
Exchange
Differences on
Translating
Foreign
Operations
Unrealized
Gain (Loss) on
Financial
Assets at
FVTOCI
Unrealized
Gain (Loss) on
Available-for-
sale Financial
Assets
For the year ended December 31, 2018
Balance at January 1, 2018 (IAS 39)
$ (97,633)
$ -
$ 179,348

Effect of retrospective application of
IFRS 9

-
151,864
(179,348)

Balance at January 1, 2018 (IFRS 9)

(97,633)
151,864

-

Exchange differences on translating
foreign operations
(6,229)
-
-
Unrealized gain (loss) arising from
equity investments
-
16,832
-
Share of other comprehensive gain (loss)
of associates and join ventures
accounted for using equity method
(1,010)
(3,962)
-
Disposal of investments in equity
instruments designated as at FVTOCI
-
(4,241)
-
Share-based payment transaction

-

-

-

Balance at December 31, 2018
$ (104,872)
$ 160,493
$ -

For the year ended December 31, 2017
Balance at January 1, 2017
$ (24,914)
$ -
$ 232,901

Exchange differences on translating
foreign operations
(64,660)
-
-
Unrealized gain (loss) on available-for-
sale Financial assets
-
-
(53,099)
Shares of other comprehensive gain
(loss) of associates and join ventures
accounted for using equity method
(8,059)
-
(454)
Issuance of shares
-
-
-
Share-based payment transaction

-

-

-

Balance at December 31, 2017
$ (97,633)
$ -
$ 179,348
Unearned
Employee
Benefit
$ (93,849)

-

(93,849)
-
-
-
-

51,472
$ (42,377)
$ (149,952)
-
-
-
(13,772)

69,875
$ (93,849)
  • 248 -

f. Treasury shares

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, 2018
Chroma Investment Co., Ltd.
1,916

December 31, 2017
Chroma Investment Co., Ltd.
1,916
Carrying
Amount
Market Price
$ 35,714
$ 226,038
$ 35,714
$ 310,324

Forfeited employee restricted shares of 84 thousand were returned to the Corporation and canceled during 2018. Forfeited employee restricted shares of 12 thousand were returned to the Corporation and canceled during 2017.

Under the Securities and Exchange Act, the Corporation shall neither pledge treasury shares nor exercise shareholders’ rights on these shares, such as the 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.

22. REVENUE

Contract revenue of the Corporation comes from sale of goods.

  • a. Contract balances
December 31,
2018
Contract liabilities from sale of goods $ 31,014

The changes in the balance of contract liabilities primarily result from the timing difference between the Corporation’s performance and the respective customer’s payment. Revenue of the reporting period recognized from the beginning contract liabilities is $47,766 thousand.

  • b. Disaggregation of revenue
Automatic test systems

Precised electronic test instruments

Others

Amount
$ 3,957,776
3,120,094
468,970
$ 7,546,840
  • 249 -

23. 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

An analysis of depreciation by function
Operating costs

Operating expenses


An analysis of amortization by function
Operating expenses
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31
2018
2017
$ 30,434
$ 30,021
935
6,764
31,369
36,785
(9,609)
(24,295)
$ 21,760
$ 12,490
$ 9,609
$ 24,295
1.58%
1.58%
For the Year Ended December 31



2018
$ 32,754

143,776

$ 176,530

$ 960
2017
$ 29,224
138,917
$ 168,141
$ 960

c. Employee benefits expense

Short-term benefits
Salary expenses

Insurance expenses
Remuneration of
directors


Share-based payments

Retirement benefits
efined contribution
plans
Defined benefit plans

Other employee benefits

Total employee benefits
expense
**For the Year Ended December 31 ** **For the Year Ended December 31 ** **For the Year Ended December 31 ** **For the Year Ended December 31 **
2018 Total
$ 1,590,464

127,581

10,185


1,728,230

78,596


61,443

6,069


67,512

38,423

$ 1,912,761
2017







Operating
Costs
$ 277,786
28,949

-


306,735


-

9,179

961


10,140


15,896

$ 332,771
Operating
Expenses
$ 1,312,678

98,632

10,185


1,421,495


78,596


52,264

5,108


57,372


22,527

$ 1,579,990









Operating
Costs
$ 285,086

25,842

-


310,928


-


8,650

964


9,614


15,043

$ 335,585
Operating
Expenses
$ 1,284,096


90,158

9,125


1,383,379


121,593


46,991

5,249


52,240


23,620

$ 1,580,832
Total
$ 1,569,182

116,000

9,125

1,694,307

121,593

55,641

6,213

61,854

38,663
$ 1,916,417

As of December 31, 2018 and 2017, the Corporation had 1,734 and 1,728 employees, respectively, among which there are 5 directors not concurrently holding positions in the Corporation. The basis of above calculations was the same with the basis which was used in the calculation on employee benefits expense.

  • 250 -

d. Employees’ compensation and remuneration of directors

According to the Article of Incorporation of the Corporation, the Corporation accrued employees’ compensation and remuneration of directors 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. The employees’ compensation and remuneration of directors for the years ended December 31, 2018 and 2017, which have been approved by the Corporation’s board of directors on February 21, 2019 and February 22, 2018, respectively, were as follows:

Employees’ compensation
Remuneration of directors
For the Year Ended December 31 For the Year Ended December 31
2018
Amount
Rate (%)
$ 240,000
7.55

9,600
0.30
2017
Amount
Rate (%)
$ 310,000
9.73
9,600
0.30

If there is a change in the amounts after the annual financial statements were authorized for issue, the differences are recorded as a change in accounting estimate.

There is no difference between the actual amounts of the employees’ compensation and remuneration of directors paid and the actual amounts recognized in the financial statements for the years ended December 31, 2017 and 2016.

Information on the employees’ compensation and remuneration of directors resolved by the Corporation’s board of directors in 2019 and 2018 is available at the Market Observation Post System website of the Taiwan Stock Exchange.

24. 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
Adjustments to deferred tax attributable to changes in tax
rates and law


Income tax expense recognized in profit or loss
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31





2018
$ 227,322

44,118
-

271,440

83,298
27,595

110,893

$ 382,333
2017
$ 233,681
20,687
(32,223)
222,145
85,168
-
85,168
$ 307,313
  • 251 -

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
Unrecognized investment credits
Adjustments for prior years’ tax
Effect of tax rate changes
Others (temporary differences adjustments)

Income tax expense recognized in profit or loss
For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31



2018
$ 2,928,608

$ 585,722

(189,101)
1,204
44,118
(101,193)
-
27,595
13,988

$ 382,333
2017
$ 2,865,714
$ 487,171

(117,538)
972
20,687

(67,191)

(32,223)

-
15,435
$ 307,313

In 2017, the applicable corporate income tax rate used by the Corporation is 17%. However, the Income Tax Act in the ROC was amended in 2018, and the corporate income tax rate was adjusted from 17% to 20%, effective in 2018. In addition, the rate of the corporate surtax applicable to 2018 unappropriated earnings will be reduced from 10% to 5%.

As the status of 2019 appropriations of earnings is uncertain, the potential income tax consequences of the 2018 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, 2018

Deferred tax assets
Temporary differences
Unrealized intercompany gain

Inventory reserve
Allowance for impaired receivables
Net defined benefit liability
Provisions
Impairment loss
Unrealized exchange loss


Deferred tax liabilities
Temporary differences
Unappropriated earnings of subsidiaries
Goodwill
Unrealized exchange gain

Opening
Balance
Recognized in
Profit or Loss
$ 92,296
$ 18,458

30,976
9,667
7,897
2,446
8,460
(438)
-
873
19,465
(19,465)
4,620

(4,620)

$ 163,714
$ 6,921

$ 272,636
$ 109,122

21,593
6,416
-

2,276

$ 294,229
$ 117,814
Closing
Balance
$ 110,754
40,643
10,343
8,022
873
-
-
$ 170,635
$ 381,758
28,009
2,276
$ 412,043
  • 252 -

For the year ended December 31, 2017

Deferred tax assets
Temporary differences
Unrealized intercompany gain

Inventory reserve
Impairment loss
Net defined benefit liability
Allowance for impaired receivables
Unrealized exchange loss
Others


Deferred tax liabilities
Temporary differences
Unappropriated earnings of subsidiaries
Goodwill

Opening
Balance
Recognized in
Profit or Loss
$ 70,420
$ 21,876

30,736
240
16,030
3,435
8,251
209
2,962
4,935
3,336
1,284
71

(71)

$ 131,806
$ 31,908

$ 161,194
$ 111,442

15,959

5,634

$ 177,153
$ 117,076
Closing
Balance
$ 92,296
30,976
19,465
8,460
7,897
4,620
-
$ 163,714
$ 272,636
21,593
$ 294,229
  • c. Income tax assessments

As of December 31, 2018, the Corporation’s tax returns through 2016 had been assessed by the tax authorities.

25. EARNINGS PER SHARE

The earnings and weighted average number of ordinary shares outstanding used in the computation of earnings per share are 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 Year Ended December
31
For the Year Ended December
31
For the Year Ended December
31


2018
$ 2,546,275

966

$ 2,547,241
2017
$ 2,558,401
7,459
$ 2,565,860
  • 253 -

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 Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31

2018
409,438

961
4,395
2,313
1,882
418,989
2017
399,052
6,864
5,037
2,392
2,057
415,402

If 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.

26. 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.

Information on employee share options was as follows:

Balance at January 1
Options exercised
Options forfeited
Balance at December 31
Options exercisable, end of the
year
For the Year Ended December 31 For the Year Ended December 31
2018
Number of
Options
(In
Thousands)
Weighted-
average
Exercise
Price
(NT$)
9,463
$ 60.1
(3,354)
58.4
(103)
-
6,006
59.0
1,532
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
  • 254 -

Information on outstanding options as of December 31, 2018 and 2017 is as follows:

December 31

2018
Range of Exercise
Price (NT$)
Weighted-average
Remaining
Contractual Life
(Years)
$45.4
0.52
61.6
3.24
2017
Range of Exercise
Price (NT$)
Weighted-average
Remaining
Contractual Life
(Years)
$46.7
1.52
63.4
4.24
  • Compensation costs recognized were $29,810 thousand and $51,802 thousand for the years ended December 31, 2018 and 2017, 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.

  • 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.

  • 255 -

Information relating to outstanding employee restricted shares as of December 31, 2018 and 2017 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 Year Ended December
31
For the Year Ended December
31
For the Year Ended December
31
2018
2,975
-
(618)
(84)
2,273
2017
3,100
185
(298)
(12)
2,975

Compensation costs of share-based payment arising from the RSU Plan were $48,786 thousand and $69,791 thousand for the years ended December 31, 2018 and 2017, respectively

27. 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.

28. FINANCIAL INSTRUMENTS

  • a. Fair value of financial instruments 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 instruments measured at fair value on a recurring basis

  • 1) Fair value hierarchy

December 31, 2018
Financial assets at
FVTPL
Open-end beneficiary
certificates

Financial assets at
FVTOCI
Domestic listed equity
securities

Foreign unlisted equity
securities

Level 1
$ 951,456

$ 431,797
-

$ 431,797
Level 2
$ -

$ -
-

$ -
Level 3
Total
$ 6,807
$ 958,263
$ - $ 431,797
182,039

182,039
$ 182,039
$ 613,836
(Continued)
  • 256 -

Level 1 Level 2 Level 3 Total

December 31, 2017
Financial assets at
FVTPL
Derivative instruments
Available-for-sale
financial assets
Domestic securities
listed equity
securities

Open-end beneficiary
certificates

$ -

$ 268,582
832,314

$ 1,100,896
$ 31

$ -
-

$ -
$ -
$ 31
$ - $ 268,582
-

832,314
$ -
$ 1,100,896
(Concluded)
$ 31
$ 268,582
832,314

$ 1,100,896

There were no transfers between Levels 1 and 2 for the years ended December 31, 2018 and 2017.

  • 2) Reconciliation of Level 3 fair value measurements of financial instruments

For the year ended December 31, 2018

Financial Assets
Balance at January 1, 2018

Recognized in profit or loss (included
in valuation gains and losses)
Recognized in other comprehensive
income (included in unrealized gain
(loss) on financial assets at
FVTOCI)
Purchases
Cash returned of capital reduction
Transfers out of Level 3

Balance at December 31, 2018
Financial
Assets at
FVTPL
Equity
Instruments
$ 6,013

794
-
-
-

-

$ 6,807
Financial
Assets at
FVTOCI

Equity
Instruments
$ 265,884

-
9,861
67,800
(5,262)
(156,244)

$ 182,039
Total
$ 271,897
794
9,861
67,800
(5,262)
(156,244)
$ 188,846
  • 3) 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.

  • 257 -

  • 4) Valuation techniques and inputs applied for Level 3 fair value measurement

The fair values of domestic unlisted equity securities and open-end beneficiary certificates are determined by using the asset approach and the market approach. Asset approach evaluates the total market value of individual asset and liability of the evaluated target, taking into account the risk factors (lack of marketability, etc.) to estimate the fair value. Market approach refers to the transaction prices in active market of the listed companies engaging in similar business, related price multiplier, transaction and information implied by the transaction price, to arrive at the fair value.

  • c. Categories of financial instruments
Financial assets
Financial assets at FVTPL
Held for trading

Mandatorily at FVTPL
Loans and receivables (1)
Available-for-sale financial assets (2)
Financial assets at amortized cost (3)

Financial assets at FVTOCI
Equity instruments
Financial liabilities
Financial liabilities at amortized cost (4)
December 31
2018
2017
$ -
$ 31
958,263
-
-
5,411,799
-
1,268,810
3,744,311
-
613,836
-
4,090,556
4,631,830

Financial liabilities at amortized cost (4)

  • 1) The balances included loans and receivables measured at amortized cost, which comprise cash and cash equivalents, notes receivable, trade receivables, other receivables (classified as 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 include financial assets at amortized cost, which comprise cash and cash equivalents, notes receivable, trade receivables, other receivables (classified as other receivable - related parties and other current assets) and refundable deposits.

  • 4) 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 investments, 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.

  • 258 -

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 33.

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 $98,527 thousand and $154,405 thousand for the years ended December 31, 2018 and 2017, 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 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
2018
2017
$ -
$ 595,200
-
399,703
913,360
1,447,629
2,430,000
2,100,000
  • 259 -

Sensitivity analysis

The sensitivity analysis below was determined on the basis of the exposure to interest rates for both derivative and non-derivative 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, 2018 and 2017 would have decreased/increased by $7,583 thousand and $3,262 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 portfolios of investment and having every equity investment get prior approval from the Corporation’s management.

Sensitivity analysis

The sensitivity analysis below was determined based on the exposure to equity price risks at the end of the reporting period.

If equity prices had been 5% higher/lower, the pre-tax profit for the year ended December 31, 2018 would have increased/decreased by $47,913 thousand as a result of the changes in fair values of financial assets at FVTPL, and the pre-tax other comprehensive income for the year ended December 31, 2018 would have increased/decreased by $30,692 thousand as a result of the changes in fair values of financial assets at FVTOCI.

If equity prices had been 5% higher/lower, the pre-tax other comprehensive income for the year ended December 31, 2017 would have increased/decreased by $55,045 thousand as a result of the changes in fair values of available-for-sale financial assets held by the Corporation.

2) Credit risk

Credit risk refers to the risk that the 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 would cause a financial loss to the Corporation due to the failure of the counterparty to discharge its 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.

  • 260 -

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, 2018 and 2017, the Corporation’s available unutilized bank loan facilities were $1,850,000 thousand and $2,067,840 thousand, respectively.

Liquidity and interest risk tables for non-derivative financial liabilities

The following tables detail the Corporation’s remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods. The tables 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.

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 nonderivative financial liabilities were based on the agreed repayment dates.


Non-interest bearing

Floating interest rate instruments



Non-interest bearing

Convertible bonds
Floating interest rate instruments

December 31, 2018 December 31, 2018
Within 1 Year
1-5 Years
$ 1,659,864
$ -


654,453
1,834,028

$ 2,314,317
$ 1,834,028

December 31, 2017
More Than
5 Years
$ -
-
$ -
Within 1 Year
$ 2,131,558

-
1,521,820

$ 3,653,378
1-5 Years
$ -

101,900
919,379

$ 1,021,279
More Than
5 Years
$ -
-
-
$ -

After considering the financial position of the Corporation, management does not expect 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.

  • 261 -

The Corporation’s operating funds are sufficient to meet its cash flow demand, as a result, the Corporation does not use its overdraft limit.

29. 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 Systems Solutions, Inc. (“CSS”)

Quantel Private Ltd. (“Quantel”)

San Eagle Development Corp. (“San Eagle”)

Wei Kuang Automatic Equipment Co., Ltd. (“Wei Kuang
Automatic”)

Testar Electronics Corp. (“Testar Electronics”)

Deep Red Holding Co., Ltd. (“Deep Red”)

Adivic Technology Co. (“Adivic Tech.”)

Sajet System Technology (Suzhou) Co., Ltd. (“Sajet
Suzhou”)

Wei Kuang Mech. Eng. Inc. (“Wei Kuang”)

Adivic Holding Corp. (“Adivic Holding”)

Chroma Electronics (Shenzhen) Co., Ltd. (“Chroma
Shenzhen”)

Chroma Electronics (Shanghai) Co., Ltd. (“Chroma
Shanghai”)

Chroma (Shanghai) Trading Co., Ltd. (“Chroma Shanghai
Trading”)

Chroma ATE (Suzhou) Co., Ltd. (“Chroma Suzhou”)

Mou Kuan Technologies (Nanjin) Co., Ltd. (“Mou Kuan
Nanjin”)

Wei Kuang Automatic Equipment (Nanjin) Co., Ltd. (“Wei
Kuang Nanjin”)

Wei Kuang Automatic Equipment (Xiamen) Co., Ltd.
(“Wei Kuang Xiamen”)

EVT Technology Co., Ltd. (“EVT”)

Wei Da Electric Vehicle Co., Ltd. (“Wei Da Electric”)

Innovative Nanotech Incorporated (“Innovative”)

Touch Cloud Incorporation (“Touch Cloud”)

Quantel Technologies India Private Ltd. (“Quantel
Technologies India”)

Quantel Global Vietnam Co., Ltd. (“Quantel Global
Vietnam”)

Quantel Global Sdn. Bhd. (“Quantel Global Malaysia”)
Relationship with the Corporation
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary (EVT’s subsidiary)
Subsidiary (the Corporation
acquired control over the
subsidiary since August 9, 2017)
Subsidiary (the Corporation
acquired control over the
subsidiary since 2017 Q4)
Subsidiary (Quantel’s subsidiary)
Subsidiary (Quantel’s subsidiary)
Subsidiary (Quantel’s subsidiary)
(Continued)
  • 262 -

Relationship with the Corporation

Related Party

Quantel Global Philippines Corporation (“Quantel Global Subsidiary (Quantel’s subsidiary) Philippines”) Chroma Germany GmbH (“Chroma Germany”) Subsidiary (Chroma Europe’s subsidiary) Adlink Technology Inc. (“Adlink”) Associate DynaScan Technology Corp. (“DynaScan Technology”) Associate Chih Ho Shun Development Co., Ltd. (“Chih Ho Shun”) Joint venture Mon Kuan Technologies Co., Ltd. (“Mon Kuan Tec.”) Other related party 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”) 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.

The related-party transactions were as follows:

  • b. Sales

Related Party Categories
Subsidiaries
Neworld Electronics

Chroma USA
Others

Associates
Other related parties

For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31



2018
$ 1,979,060

665,640
1,937,829

22,534
1,175

$ 4,606,238
2017
$ 1,880,032
898,453
2,087,363
14,068
1,240
$ 4,881,156

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 Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2018
$ 103,013

12,687
-

$ 115,700
2017
$ 181,239
20,761
6
$ 202,006
  • 263 -

d. Receivables from related parties (excluding loans to related parties)

Line Item
Related Party Categories
Notes receivable
Subsidiaries


Trade receivables
Subsidiaries
Chroma USA

Neworld Electronics
Chroma EUR
Others
Associates
Other related parties





Dividends receivable
Subsidiaries
December 31 December 31




2018
$ 194

$ 467,443

447,646
253,438
584,989
6,940
304

$ 1,760,760

$ 7,679
2017
$ 794
$ 363,520
870,209
184,154
827,829
4,015
304
$ 2,250,031
$ 5,952

e. Payables to related parties (excluding loans from related parties)

Line Item
Related Party Categories

Notes payable
Other related parties


Trade payables
Subsidiaries

Associates




Acquisitions of property, plant and equipment
Related Party Categories
Subsidiaries

Associates


Loans to related parties
1) Other receivables
Related Party Categories
Subsidiaries
CSS

Chroma Japan

December 31 December 31
2018
2017

$ 105
$ 140
$ 9,660
$ 30,805

3,127

3,714
$ 12,787
$ 34,519
For the Year Ended December
31


2018
2017
$ 6,533
$ 515
133

84
$ 6,666
$ 599
December 31


2018
$ 119,375

35,553

$ 154,928
2017
$ 115,664
38,993
$ 154,657
  • f. Acquisitions of property, plant and equipment

  • g. Loans to related parties

  • 1) Other receivables

  • 264 -

2) Interest receivables

Related Party Categories
Subsidiaries

Interest revenue
Related Party Categories
Subsidiaries

CSS
December 31 December 31
2018
2017
$ 323
$ 313
For the Year Ended December
31

2018
$ 3,808
2017
$ 3,827
  • 3) Interest revenue

Note: Refer to Table 1 (attached) for other information related to financing provided.

  • h. Endorsement guarantees provided

Note:Refer to Table 2 (attached) for other information related to endorsement guarantees provided.

i. Others

  • 1) Commission expense
Related Party Categories

Subsidiaries
Quantel

Chroma Shanghai
Chroma Suzhou
Chroma Japan
Others

For the Year Ended December
31
For the Year Ended December
31
For the Year Ended December
31



2018
$ 17,790

12,301
12,211
-
2,863

$ 45,165
2017
$ 8,322
11,836
11,146
5,893
2,094
$ 39,291

Commission expense refers to the disbursements made for business introduction activities.

  • 2) Rental income
Related Party Categories
Subsidiaries
Testar Electronics

Others
Associates

For the Year Ended December
31
For the Year Ended December
31
For the Year Ended December
31


2018
$ 13,656

1,110
1,260

$ 16,026
2017
$ 13,815
1,074
1,260
$ 16,149

The Corporation leased out some floors of the buildings in Hwa-Ya Technical Park in Taoyuan to the above related parties under operating lease contracts, and these leases were based on market prices. Rents were collected monthly.

  • 265 -

  • 3) Management service income


Related Party Categories
Subsidiaries
Chroma New Material

Others

For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2018
$ 6,000

600

$ 6,600
2017
$ 6,000
600
$ 6,600

Management service income was from the Corporation’s provision of administrative services.

  • 4) Other income

Related Party Categories
Subsidiaries
Neworld Electronics

Chroma Europe
Others

For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2018
$ 14,400

666
26

$ 15,092
2017
$ 19,732
-
3
$ 19,735

Other income is income from repairs and maintenance.

  • 5) Other current assets - other receivables
Related Party Categories

Subsidiaries
Testar Electronics

Neworld Electronics
Others
Associates

December 31 December 31



2018
$ 23,353

5,178
1,929
521

$ 30,981
2017
$ 53,543
10,317
2,076
666
$ 66,602

Receivables were recognized from managerial services and building rentals.

  • j. Compensation of key management personnel

Short-term employee benefits

Post-employment benefits

For the Year Ended December 31 For the Year Ended December 31 For the Year Ended December 31


2018
$ 108,652

2,180

$ 110,832
2017
$ 115,350
2,247
$ 117,597
  • 266 -

30. ASSETS PLEDGED AS COLLATERAL OR FOR SECURITY

The assets pledged as collaterals for bank loans were as follows:

Land and buildings, net
December 31 December 31
2018
$ 700,115
2017
$ 707,751

31. SIGNIFICANT EVENTS AFTER REPORTING PERIOD

In view of future development strategy and improvement of operating performance, the Corporation’s board of directors resolved on February 11, 2019, to subscribe equity interest of Camtek Ltd. in US$9.5 per share with a consideration of US$74,265,680. The Corporation expected to acquire 20.5% of equity interest upon completion of the transaction. The investment is awarding for the authorities’ approval for settlement.

32. 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 over 50% of all industrial land and register with the authorities to go into operation.

  • 267 -

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 Corporation has paid the fourth installment $716,362 thousand in June 2018 and obtained the property registration over the land from the MOI. 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. The Corporation has recognized the land for self-use and the land for undetermined future use to property, plant and equipment and investment properties, respectively. Please refer to Notes 14 and 15.

33. 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, 2018

Foreign
Currencies
Exchange Rate
Financial assets
Monetary items
USD
$ 62,425
30.715 (USD:NTD)
RMB

57,246
4.472 (RMB:NTD)



Non-monetary items
Investments accounted for using
equity method
USD

51,219
30.715 (USD:NTD)
HKD

289,530
3.921 (HKD:NTD)




Financial liabilities

Monetary items
USD

6,604
30.715 (USD:NTD)
Carrying
Amount
$ 1,917,377
256,006
$ 2,173,383
$ 1,509,875
1,135,246
$ 2,645,121
$ 202,848
  • 268 -

December 31, 2017

Foreign
Currencies
Exchange Rate
Financial assets
Monetary items
USD
$ 87,600
29.760 (USD:NTD)
RMB

168,862
4.565 (RMB:NTD)



Non-monetary items
Investments accounted for using
equity method
USD

44,127
29.760 (USD:NTD)
HKD

271,236
3.807 (HKD:NTD)




Financial liabilities

Monetary items
USD

9,736
29.760 (USD:NTD)
Carrying
Amount
$ 2,606,983
770,855
$ 3,377,838
$ 1,326,994
1,032,596
$ 2,359,590
$ 289,746

For the years ended December 31, 2018 and 2017, (realized and unrealized) net foreign exchange gains (losses) were $84,517 thousand and $(117,951) 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.

34. 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 ventures): 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: Table 5 (attached)

  • 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 6 (attached)

  • 269 -

  • 8) Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital: Table 7 (attached)

  • 9) Trading in derivative instruments: Note 7 and Note 18

  • 10) 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 6 (attached)

    • b) The amount and percentage of sales and the balance and percentage of the related receivables at the end of the period: Table 6 (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: Table 2 (attached)

    • e) The highest balance, the end of period balance, the interest rate range, and total current period interest with respect to financing of funds: Table 1 (attached)

    • f) Other transactions that have a material effect on the profit or loss for the year or on the financial position, such as the rendering or receiving of services: None

  • 270 -

CHROMA ATE INC.

FINANCING PROVIDED TO OTHERS FOR THE YEAR ENDED DECEMBER 31, 2018 (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 5)
Business
Transaction
Amounts
Reasons for
Short-term
Financing
Allowance
for
Impairment
Loss
Collateral Collateral Financing
Limit for
Each
Borrower
Aggregate
Financing
Limit
Item Value
0 The Corporation Chroma Systems
Solutions, Inc.
Chroma Japan Corp.
Other receivables
Other receivables
Y
Y
$ 119,375
46,321
$ 119,375

41,194
$ 119,375

35,553
3.25%
-
a
a
$ 493,283
223,056
-
-
$ -
-
-
-
$ -
-
$ 1,441,002
(Note 1)

1,441,002
(Note 1)
$ 2,882,004
(Note 2)
2,882,004
(Note 2)
1 Chroma Electronics
(Shenzhen) Co., Ltd.
Chroma ATE (Suzhou)
Co., Ltd.
Other receivables Y 44,720
44,720

-
2.50% b - Operation - - -
456,924
(Note 3)
456,924
(Note 3)
2 Wei Kuang Automatic
Equipment (Xiamen)
Co., Ltd.
Chroma ATE (Suzhou)
Co., Ltd.
Other receivables Y 44,720
44,720

13,416
2.50% b - Operation - - -
308,460
(Note 3)
308,460
(Note 3)

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 70% of the net value from the latest financial statements of borrowing company that have been audited.

Note 4: The amounts listed in the table were translated into New Taiwan dollars at the exchange rate of US$1=NT$30.715, RMB1=NT$4.472 and JPY1 = NT$0.278 as of December 28, 2018.

Note 5: Financing provided:

a. For transactions.

b. For short-term financing.

  • 271 -

TABLE 2

CHROMA ATE INC.

ENDORSEMENTS/GUARANTEES PROVIDED FOR THE YEAR ENDED DECEMBER 31, 2018 (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 Japan Corp.
Chroma ATE Europe
B.V.
Chroma ATE Inc.
Sajet System Technology
(Suzhou) Co., Ltd.
Chroma Electronics
(Shanghai) Co., Ltd.
Chroma Electronics
(Shenzhen) Co., Ltd.
Chroma ATE (Suzhou)
Co., Ltd.
Quantel Private Ltd.
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
$ 2,161,503
2,161,503
2,161,503
2,161,503
2,161,503
2,161,503
2,161,503
2,161,503
$ 34,100

52,800

61,430

22,360

44,720

44,720

89,440

44,960
$ 34,100

52,800

61,430

22,360

44,720

44,720

89,440

44,960
$ 5,560

-

61,430

-

-

-

5,417

-
$ -

-

-

-

-

-

-

-
0.24%
0.37%
0.43%
0.16%
0.31%
0.31%
0.62%
0.31%
$ 4,323,006
4,323,006
4,323,006
4,323,006
4,323,006
4,323,006
4,323,006
4,323,006
Y
Y
Y
Y
Y
Y
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$30.715, JPY1=NT$0.278, RMB1=NT$4.472, EUR1=NT$35.200, SGD1=NT$22.480 as of December 28, 2018.

  • 272 -

TABLE 3

CHROMA ATE INC.

MARKETABLE SECURITIES HELD

(EXCLUDING INVESTMENT IN SUBSIDIARIES, ASSOCIATES AND JOINT CONTROLLED ENTITIES) DECEMBER 31, 2018

(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, 2018 December 31, 2018 Note
Shares/Units
(Thousands)
Carrying
Amount
Percentage
of
Ownership
Fair Value
The Corporation
Chroma New Material Corp.
Chroma Investment Co., Ltd.
Chen Hwa Technology Inc.
Fund
Mega Diamond Money Market Fund
Jih Sun Money Market Fund
Hua Nan Kirin Money Market Fund
Yuanta De-Li 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.
Taiwan Advanced Nanotech Inc.
Fund
Fuh Hwa You Li Money Market Fund
Taishin 1699 Money Market Fund
Fund
Hua Nan Kirin Money Market Fund
Stocks
Greatek Electronics Inc.
Chroma ATE Inc.
Cosmactive Broadband Networks Co., Ltd.
Prance System Technology Co., Ltd.
Stocks
Hangzhou New Material Chroma Co., Ltd.
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
The Corporation
-
-
-
Financial assets at fair value through profit or loss - current



Financial assets at fair value through profit or loss - non-
current
Financial assets at fair value through other comprehensive
income - non-current









Financial assets at fair value through profit or loss - current



Financial assets at fair value through other comprehensive
income - non-current



44,427
6,765
7,947
12,287
-
6,050
412
26
4,614
3,561
2,553
806
723
3,280
2,700

6,829
3,712
7,444
85

1,916
26
111
-
$ 556,317
100,076
95,019
200,044
6,807
228,702
46,599
252
37,017
42,585
156,244
3,594
2,289
47,954
48,600
91,891
50,140
88,996
3,653
226,038
-
-
4,435
-
-
-
-
-
6.1
-
-
4.6
4.4
8.1
1.9
1.4
14.7
15.0
-
-
-
-
0.5
1.5
5.1
19.0
$ 556,317
100,076
95,019
200,044
6,807
228,702
46,599
252
37,017
42,585
156,244
3,594
2,289
47,954
48,600
91,891
50,140
88,996
3,653
226,038
-
-
4,435
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(Continued)
  • 273 -

(Concluded)

Holding Company Name Type and Name of Marketable Securities Relationship with
the Holding
Company
Financial Statement Account December 31, 2018 December 31, 2018 Note
Shares/Units
(Thousands)
Carrying
Amount
Percentage
of
Ownership
Fair Value
Innovative Nanotech Incorporated
Touch Cloud Incorporation
Fund
Mega Diamond Money Market Fund
Fund
Mega Diamond Money Market Fund
-
-
Financial assets at fair value through profit or loss - current

10,010
2,753
$ 125,339
34,469
-
-
$ 125,339
34,469
-
-

Note 1: Marketable securities refer to stocks, bonds, beneficiary certificates and marketable securities derived from above items under IFRS 9 “Financial Instruments”.

Note 2: The fair value of open-end beneficiary certificates and listed market securities was calculated based on the net asset value and closing price as of balance sheet date.

  • 274 -

TABLE 4

TABLE 5

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, 2018

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Company Name Type and Name of
Marketable Securities
Financial Statement Account Counterparty Relationship Beginning Balance Beginning Balance **Acquisition ** **Acquisition ** **Disposal ** **Disposal ** **Ending ** Balance
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)
The Corporation Fund
Mega Diamond Money
Market Fund
Jih Sun Money Market
Fund
Financial assets at fair value
through profit or loss - current
-
-
-
-
20,372
-
$ 253,960
-
24,055
33,911
$ 300,000
500,000
-
27,146
$ -
400,970
$ -
400,000
$ -
970
44,427
6,765
$ 556,317
100,076

Note: The beginning and ending balances included adjustments for financial assets valuation gain or loss.

CHROMA ATE INC.

ACQUISITION OF INDIVIDUAL REAL ESTATE AT COSTS OF AT LEAST NT$300 MILLION OR 20% OF THE PAID-IN CAPITAL FOR THE YEAR ENDED DECEMBER 31, 2018

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Company Name Type of Property Transaction Date Transaction
Amount
Payment Term Counter-party Nature of
Relationship
Prior Transaction of Related Counter-party Prior Transaction of Related Counter-party Prior Transaction of Related Counter-party Prior Transaction of Related Counter-party Price Reference Purpose of
Acquisition
Other Terms
Owner Relationship Transfer Date Amount
The Corporation Land 2018.06.05 $ 717,244 Based on the contract;
fourth installment had
been paid.
Ministry of the Interior,
Republic of China
- - - - $ - Public bidding Manufacturing, R&D,
operating and
building employee
dormitories
Note

Note: Please refer to Note 32 to the financial statements for related information.

  • 275 -

TABLE 6

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, 2018

(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 Electronics (Shanghai) Co., Ltd.
The Corporation
Chroma Electronics (Shenzhen) Co., Ltd.
The Corporation
Chroma ATE (Suzhou) Co., Ltd.
The Corporation
Chroma Japan Corp.
The Corporation
Chroma ATE Inc.
The Corporation
Chroma Systems Solutions, Inc.
The Corporation
Chroma ATE Europe B.V.
The Corporation
Quantel Private Ltd.
Neworld Electronics Ltd.
Chroma Electronics (Shenzhen) Co., Ltd.
Neworld Electronics Ltd.
The Corporation
Chroma Electronics (Shanghai) Co., Ltd.
The Corporation
Chroma Electronics (Shenzhen) Co., Ltd.
The Corporation
Chroma ATE (Suzhou) Co., Ltd.
The Corporation
Chroma Japan Corp.
The Corporation
Chroma ATE Inc.
The Corporation
Chroma Systems Solutions, Inc.
The Corporation
Chroma ATE Europe B.V.
The Corporation
Quantel Private 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
$ (1,979,060)
1,979,060
(169,418)
169,418
(308,313)
308,313
(129,839)
129,839
(223,056)
223,056
(665,640)
665,640
(493,283)
493,283
(403,983)
403,983
(166,600)
166,600
(817,631)
817,631
(26)
100
(2)
100
(4)
100
(2)
100
(3)
100
(9)
100
(7)
100
(5)
100
(2)
100
(29)
72
Net 90 days after delivery
Net 90 days after delivery
Net 120 days after delivery
Net 120 days after delivery
Net 90 days after monthly closing
Net 90 days after monthly closing
Net 120 days after delivery
Net 120 days after delivery
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 delivery
Net 90 days after delivery
Net 90 days after delivery
Net 90 days after delivery
Net 90 days
Net 90 days
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$ 447,646
(447,646)
27,286
(27,286)
71,854
(71,854)
59,922
(59,922)
221,817
(221,817)
467,443
(467,443)
135,507
(135,507)
253,438
(253,438)
27,851
(27,851)
364,859
(364,859)
17
(100)
1
(100)
3
(100)
2
(100)
9
(100)
18
(100)
5
(100)
10
(100)
1
(100)
52
(80)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(Continued)
  • 276 -
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.
Chroma ATE (Suzhou) Co., Ltd.
Neworld Electronics Ltd.
Wei Kuang Automatic Equipment (Nanjin)
Co., Ltd.
Neworld Electronics Ltd.
Wei Kuang Automatic Equipment (Xiamen)
Co., Ltd.
Wei Kuang Automatic Equipment Co., Ltd.
Neworld Electronics Ltd.
Wei Kuang Automatic Equipment Co., Ltd.
Wei Kuang Automatic Equipment (Xiamen)
Co., Ltd.
Chroma ATE (Suzhou) Co., Ltd.
Neworld Electronics Ltd.
Wei Kuang Automatic Equipment (Nanjin)
Co., Ltd.
Neworld Electronics Ltd.
Wei Kuang Automatic Equipment (Xiamen)
Co., Ltd.
Neworld Electronics Ltd.
Neworld Electronics Ltd.
Wei Kuang Automatic Equipment Co., Ltd.
Wei Kuang Automatic Equipment (Xiamen)
Co., Ltd.
Wei Kuang Automatic Equipment 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
$ (143,737)
143,737
(261,831)
261,831
(343,601)
343,601
(512,937)
512,937
(139,851)
139,851
(5)
44
(9)
87
(12)
68
(13)
21
(3)
28
Net 90 days
Net 90 days
Net 90 days
Net 90 days
Net 90 days
Net 90 days
Net 180 days after delivery
Net 180 days after delivery
Net 120 days after monthly closing
Net 120 days after monthly closing
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$ 90,145
(90,145)
-
-
-
-
-
-
113,499
(133,499)
13
(41)
-
-
-
-
-
-
7
(65)
-
-
-
-
-
-
-
-
-
-

(Concluded)

  • 277 -

TABLE 7

CHROMA ATE INC.

RECEIVABLES FROM RELATED PARTIES AMOUNTING TO AT LEAST $100 MILLION OR 20% OF THE PAID-IN CAPITAL DECEMBER 31, 2018

(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.
Wei Kuang Automatic Equipment Co., Ltd.
Neworld Electronics Ltd.
Chroma ATE Inc.
Chroma ATE Europe B.V.
Chroma Systems Solutions, Inc.
Chroma Japan Corp.
Chroma Electronics (Shenzhen) Co,
Ltd.
Wei Kuang Automatic Equipment (Xiamen)
Co., Ltd.
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary

Subsidiary
Same
parent
company
Trade receivables
$ 447,646
Trade receivables
467,443
Trade receivables
253,438
Trade receivables
135,507
Other receivables - financing provided
119,375
Trade receivables
221,817
Trade receivables
364,859

Trade receivables
113,499
3.00
1.60
1.85
4.02
-
1.16
1.97
2.40
$ -
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$ 261,053
125,057
-
72,310
-
60,581
196,163
23,451
$ -
-
-
-
-
-
-
-

Note: As of February 21, 2019.

  • 278 -

TABLE 8

CHROMA ATE INC.

INFORMATION ON INVESTEES FOR THE YEAR ENDED DECEMBER 31, 2018 (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, 2018 as of December 31, 2018 Net Income
(Loss) of the
Investee
Investment
Gain (Loss)
Note
December 31,
2018
December 31,
2017
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.
Quantel Global Sdn. Bhd.
Quantel Global Philippines Corporation
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
USA
British Virgin Islands
Taipei, Taiwan
Japan
USA
Mauritius
Taoyuan, Taiwan
Taoyuan, Taiwan
Taoyuan, Taiwan
Taoyuan, Taiwan
Taipei, Taiwan
USA
Mauritius
Pingtung, Taiwan
Samoa
India
Vietnam
Malaysia
Philippines
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 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
117,311
142,140
57,000
64
185,686
3,750
42,245
3,056
6,219
4,199
610
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

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

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

9,412

14,214

5,700

240

4,475

375

1,000

65

-

600

99

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
85.6
71.1
78.1
50.0
100.0
75.0
100.0
100.0
100.0
100.0
100.0
100.0
$ 949,027
791,854
517,852
443,073
1,206,381
164,834
130,270
101,626
124,674
60,658
114,193
134,810
53,924
35,617
(70,297)
(45,711)
104,303
17,664
24,596
59,793
119,441
43,779
165,846
861,912
(3,906)
10,234
2,306
3,010
4,120
1,359
(3,063)
$ 112,846

198,996

238,525

44,611

885,878

7,444

30,011

990

6,479

21,964

76,973

(5,873)

1,851

(39,420)

(33,977)

86,297

45,430

108

(2,792)

(10,767)

(29,451)

(14,809)

86,297

199,047

-

(1,259)

(547)

(896)

(143)

(4,238)

1,169
$ 112,846

121,538

26,963

44,611

885,886

7,444

16,888

990

(2,094)

21,939

21,014

(5,875)

1,851

(20,641)

(33,979)

21,928

45,430

38

(1,876)

(8,517)

(22,503)

(11,563)

NA

NA

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
Subsidiary
Subsidiary
  • 279 -

TABLE 8

CHROMA ATE INC.

INFORMATION ON INVESTMENTS IN MAINLAND CHINA FOR THE YEAR ENDED DECEMBER 31, 2018

(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, 2018
(Note 3)
Remittance of Funds Remittance of Funds Accumulated
Outward
Remittance for
Investment from
Taiwan as of
December 31,
2018
(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,
2018
(Note 2)
Accumulated
Inward
Remittance of
Earnings as of
December 31,
2018

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
$ 117,630
(HK$ 30,000)
92,145
(US$ 3,000)
82,931
(US$ 2,700)
46,073
(US$ 1,500)
116,717
(US$ 3,800)
53,087
(RMB 11,871)
51,057
(RMB 11,417)
7,768
(RMB
1,737)
37,449
(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)
$ 85,372
15,954
117
18,853
7,444
94,346
129,595
3,902

45,431
100
100
100
19
100
100
100
100
100
$ 85,372
15,954
117
-
7,444
94,346
129,595
3,902
45,431
$ 653,019

119,254

86,639

4,436

206,304

171,227

440,657

50,145

104,298
$ -

-

-

-

-

-

-

-

-
Accumulated Outward Remittance for
Investment in Mainland China as of
December 31, 2018
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)
$8,646,012 (Note 7)

(Continued)

  • 280 -

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$3.921, US$1=NT$30.715, RMB1=NT$4.472 prevailing on December 28, 2018. Note 3: The amounts of accumulated outflow of investment from Taiwan as of January 1, 2018 and December 31, 2018 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$3.846, US$1=NT$30.149, RMB1=NT$4.560 for the year ended December 31, 2018.

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

  • 281 -

Chroma ATE Inc.

==> picture [115 x 106] intentionally omitted <==

Chariman Leo Huang

==> picture [63 x 54] intentionally omitted <==

  • 282 -

==> picture [483 x 682] intentionally omitted <==

  • 283 -