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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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- 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]
- 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
-
Stock transfer agent
-
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
- 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
-
Name of any overseas securities trading agency and search name in the said overseas securities trading agency: None
-
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$) | 4.53 | 6.41 | 6.22 | |
| Capital stock | 3,899 | 4,119 | 4,168 | |
| Total assets | 18,633 | 22,018 | 23,202 | |
| Total equity | 10,788 | 13,463 | 14,690 | |
| Return on total assets | 10.12 | 12.68 | 11.37 | |
| Return on total equity | 17.18 | 21.46 | 18.42 |
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Consolidated revenue for the 5
most recent years
18000 16931
17000
16000 14901
15000
14000
13000 11624
1200011000 10307 9692
10000
9000
8000
7000
6000
5000
4000
3000
2000
1000
0
2014 2015 2016 2017 2018
Unit: million NT$
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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.
-
Increasing North America market penetration and sales force.
-
Close attention on Southeast Asia market development due to China supply chain moving abroad.
-
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
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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% |
-
Policies, standards, and packages for payment of remuneration, the procedures for determining remuneration, and its connection to business performance and future risk exposure:
-
(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$9,600,000 respectively, accounting for approximately 0.3% of the Corporation's net income before taxes each year. The Corporation also paid attendance fees to directors each time a Board of Directors' meeting is convened.
-
(2) CEO, general managers, and vice presidents: The Corporation has established the "Regulations Governing Compensation for Senior Executives", which stipulates that when a CEO, a general manager or a vice president is appointed, he/she shall be paid a fixed monthly salary based on the pay standards for similar positions in the industry. Any proposal to change employee bonus shall be made according to the Corporation's operational performance for the current year and by taking into individual performance appraisal. Such proposal shall first be submitted to the Remuneration Committee for review before it is delivered to the Board of Directors for resolution.
-
(3) The Corporation shall, at the end of the current year, generate a budget for the following year. The current state of economy and market environment, as well as forecasts of overall business performance and risk exposure in the following year, shall be referenced to make suitable adjustments to
13
compensation paid to managerial officers.
Names of managerial officers who receive employee bonus, and distribution of employee bonus As of March 31, 2019 (Unit: NT$ 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? |
ˇˇˇˇ |
(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? |
ˇˇˇ |
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)? |
ˇˇ |
(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
-
Operation of the Remuneration Committee
-
(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 |
ˇˇˇˇ |
(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 |
ˇˇˇ |
(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? |
ˇˇˇ |
(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 |
ˇˇˇˇˇ |
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. |
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| 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 |
-
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.
-
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.
-
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.
-
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.
-
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.
-
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.
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(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? |
ˇˇˇ |
(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 |
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| 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 |
ˇˇˇˇ |
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? |
ˇˇˇ |
(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 |
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| 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. |
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| 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
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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.
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Commission professional cleaning companies to maintain building sanitation and implement sterilization processes.
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Commission qualified security firms to enforce access controls and security operations.
(2)
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Employee insurance:
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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.
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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.
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Incorporate the Sexual Harassment Prevention Act in employees’ work regulations, establish the Sexual Harassment Prevention Committee, and designate dedicated personnel for handling such matters.
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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.
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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.
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Establish employee recreation centers, which are equipped with swimming pools, spa, gyms, dance classrooms, equipment and other materials for employee use.
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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.
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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.
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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.
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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.
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IV. The Corporation has adopted the aforementioned internal control system assessment items to evaluate the effectiveness of its ICS design and implementation.
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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.
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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.
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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
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Where CPAs are commissioned to audit the Corporation's internal control system, the audit report prepared by the CPAs shall be disclosed: None.
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(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.
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(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. |
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| 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.
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- 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
- 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.
- 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.
-
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.
-
-
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.
-
(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. |
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(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 |
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(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$1,343,488,000, with capital utilization progress reaching 61.62%.
- (III) Analysis of discrepancies between expected and actual benefits Due to delays in land requisition by the Ministry of Interior, the land was handed over in stages after negotiations. Based on the progress of factory building construction, the Corporation has obtained the construction permit approved by the competent authority, and the construction of factory building has begun. Therefore, the reason for the delay in actual capital utilization and benefits compared with the scheduled benefits is still reasonable.
64
Chapter 5 Operation Summary
-
I. Business content
-
(I) Scope of business
- Major content of business
The Corporation and its subsidiaries mainly engage in the design, assembly, manufacturing, trading, repair, maintenance, calibration and distribution of computer and peripheral equipment hardware and software, computer automated test systems, electronic test equipment, signal generators, power supplies and communication power supply equipment; trading of special materials; and the design, manufacture and installation of automatic equipment. The Corporation's current production lines include: 1. test instruments; 2. special materials; 3. automatic equipment.
- Proportion of various businesses Consolidated revenue:
Unit: NT$ 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 |
-
Current products of the Corporation
-
Power electronic test solution
-
DC electronic load
-
AC electronic load
-
Regenerative AC load
-
AC power source
-
DC power supply
-
Digital power meter
-
Switching power supply automatic test system
-
Battery simulator
-
Chroma soft panel (graphic user interface)
-
-
Electric vehicle test solution
-
OBC & DC-DC converter automatic test system
-
Battery simulator
-
Battery test system
-
DC power supply
-
AC power source
-
Electronic load
-
Motor stator test system
-
-
Automatic transformer test system/automatic components analyzer
-
Battery test and automation solution 1. Battery pack/battery module automatic test system
-
Battery cell formation system
-
Battery pack automatic test system
-
Battery cell balance maintenance automatic test system
-
Electrical safety test solution
-
-
Automatic optical inspection system
-
Passive components test solution
-
LCR meter/auto transformer test system
-
Electrolytic capacitor tester
-
High frequency AC tester
-
Components test scanner
-
65
-
Battery cell insulation tester
-
Milliohm tester
-
Passive components automatic test system
-
Inductor test and packing machine
-
Electrical safety test solution
-
Partial discharge tester
-
Lead-acid battery cell tester
-
Electrical safety analyzer
-
High potential tester/safety tester
-
Ground bond tester
-
Electrical safety test scanner
-
Impulse winding tester
-
Calibrator
-
Automatic test system 10. Motor stator test system
-
Video and color testing solution 1. Video pattern generator
-
Color analyzer
-
Automatic test system Flat panel display test solution
-
Flat panel display tester
-
OLED test system
-
SHK 8K test solution LED/lightning & driver test solution
-
LED total power test system
-
ESD test system
-
LED power driver test solution Photonics test solution
-
Wafer level test
-
Package level test Automatic optical inspection system
-
Thermoelectric cooling chip controller
-
Thermal data logger
-
Photovoltaic/inverter test & automation solution 1. Photovoltaic sorter
-
Automatic loading/unloading system
-
C-Si solar cell tester
-
Automatic optical inspection system
-
Thermoelectric cooling chip controller
-
Thermal data logger
-
Hybrid PV inverter test solution Semiconductor/IC test solution
-
SoC test system
-
VLSI test system
-
IC test handler
-
Metrology system
-
RF & wireless test solution
-
Wireless test solution
-
RF recorder / player
-
GPS simulator
-
PXI test & measurement solution
-
PXI SMU/power supply instrument
-
PXI semiconductor/IC test system Intelligent manufacturing system solution 1. Intelligent manufacturing system Turnkey test & automation solution
-
Assembly & test automation solution Other solutions and services
-
Electric vehicle powertrain solution
-
General purpose instrument
66
-
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
-
-
(II) State of the industry
-
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.
-
-
Power electronic test solution
-
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.
-
Video and color test solutions
-
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.
-
Passive components and safety test solutions
67
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
68
-
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 |
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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.
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C. Automatic equipment
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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.
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- Development trends and competition for various products
-
A. Development trends of various products
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(A) Instruments industry
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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.
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Simulation of input and electrical grid distortion in response to regulatory requirements for testing of power supplies.
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Discontinuous, low power measurements in response to energy saving requirements for power supplies in standby mode.
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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.
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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.
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Video testing industry
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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.
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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:
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High speed precision measurement, integration equipment automation to improve production efficiency while reducing human negligence to enhance reliability.
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Integrated testing of multiple parameters to reduce the production equipment and labor hours required, thereby lowering the production costs.
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Provide complete test solutions for specific applications that help users establish systems rapidly to fulfill their test requirements, and receive comprehensive technical support.
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• Provide network data log functions so that manufacturers can build up real-time production capacity control and perform quality statistical analysis.
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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.
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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.
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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.
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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.
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(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% | |
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Major R&D outcomes
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2238 Video Pattern Generator
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2918 Flat Panel Display Tester
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7505-05 Multi-Functional Optical Measuring System
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61509 Programmable AC Power Source
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63000 Programmable DC Electronic Load
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◎ 63000L Programmable DC Power Supply ◎ 66205 Digital Power Meter
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-
1870D Inductor Test and Packing Machine
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◎ 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
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17011 Battery Cell Charge/Discharge Test System
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17040 Regenerative Battery Pack Test System
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7925 TO-CAN Inspection System
-
8000 Electric Vehicle AC Charging Compatibility Automatic Test System
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- 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.
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(IV) Long-term and short-term business development plans
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Short-term development plans
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(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.
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(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.
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(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.
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(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.
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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.
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(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.
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(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.
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(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 |
- 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.
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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.
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Favorable and unfavorable factors affecting competitive niches and long-term development, as well as response measures
-
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.
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(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
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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 <==
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(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.
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(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
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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.
- 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.
-
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.
-
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.
-
- 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.
-
Labor-management agreement
-
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.
-
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.
-
(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
- 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. |
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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.
-
-
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.
-
-
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).
-
-
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$10 per share, the abovementioned ratio of income before tax to paid-in capital shall be replaced with ratio of income before tax to equity attributable to the owner of the parent company listed in the balance sheet.
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2. Parent company-only financial analysis
| Year Analysis item(Note 3) |
Year Analysis item(Note 3) |
Financial information in the five most recentyears | Financial information in the five most recentyears | Financial information in the five most recentyears | Financial information in the five most recentyears | Financial information in the five most recentyears |
|---|---|---|---|---|---|---|
| 2014 (Note 1) | 2015 (Note 1) | 2016 | 2017 | 2018 | ||
| Financial structure (%) |
Debt ratio | 30.39 | 32.62 | 35.99 | 28.71 | 25.44 |
| Proportion of long-term capital to property, plant, and equipment |
620.54 | 686.16 | 750.64 | 820.67 | 672.72 | |
| Debt-paying ability (%) |
Current ratio | 413.34 | 457.74 | 253.85 | 211.82 | 260.22 |
| Quick ratio | 325.04 | 354.57 | 204.82 | 161.19 | 184.01 | |
| Interest coverage ratio | 69.62 | 48.66 | 74.97 | 230.44 | 135.59 | |
| Operating ability |
Receivables turnover (times) | 2.54 | 2.25 | 3.58 | 2.91 | 2.58 |
| Average collection days | 144 | 162 | 102 | 125 | 141 | |
| Inventory turnover (times) | 1.73 | 1.34 | 2.13 | 2.07 | 1.75 | |
| Payable turnover (times) | 5.07 | 3.55 | 3.94 | 3.01 | 3.01 | |
| Average inventory turnover days |
211 | 272 | 171 | 176 | 209 | |
| Property, plant and equipment turnover(times) |
2.68 | 2.42 | 3.96 | 4.46 | 3.52 | |
| Total asset turnover (times) | 0.42 | 0.33 | 0.47 | 0.46 | 0.40 | |
| Profitability | Return on assets (%) | 11.01 | 9.25 | 11.41 | 14.62 | 13.53 |
| Return on equity (%) | 14.80 | 13.25 | 17.18 | 21.46 | 18.42 | |
Ratio of income before tax to paid-in capital(%) |
39.18 |
36.24 | 51.49 | 69.57 | 70.27 | |
| Net profit margin (%) | 25.67 | 27.24 | 23.78 | 31.91 | 33.74 | |
| Earnings per share (NT$) | 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. |
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-
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.
-
- 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.
- Profitability (1) Return on assets
-
- 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).
-
- 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$10 per share, the abovementioned ratio of income before tax to paid-in capital shall be replaced with ratio of income before tax to equity attributable to the owner of the parent company listed in the balance sheet.
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- III. Audit Committee's audit report on financial statements in the most recent year
Chroma ATE Inc.
Audit Committee’s Audit Report
This audit report was generated after a complete audit of the Corporation's 2018 business report, parent company-only and consolidated financial statements, and surplus allocation plan submitted by the Board of Directors, where the parent company-only and consolidated financial statements have been audited by CPAs Cheng-Ming Lee and Wen-Chi, Kuo of Deloitte & Touche. No discrepancies were found upon review of the abovementioned documents by the Audit Committee. This audit report is hereby submitted for review in accordance with Article 14-4 of the Securities and Exchange Act and Article 2019 of the Company Act.
Sincerely yours,
Chroma ATE Inc. 2019 Annual General Meeting
Chairman of Audit Committee: Tsung-Ming Chung
==> picture [56 x 53] intentionally omitted <==
March 7, 2019
-
IV. Financial statements in the most recent year: Refer to Page 111 to 202 of this annual report.
-
V. The Corporation's parent company-only financial statements audited and attested by CPAs in the most recent year: Refer to Page 203 to 281 of this annual report.
-
VI. Any financial difficulties experienced by the Corporation and its affiliated companies during the most recent year up to the publication date of this annual report as well as the impact of the said difficulties on the financial condition of the Corporation: None.
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Chapter 7 Review and Analysis of Financial Condition and Performance, and Relevant Risk Events
I. Financial condition
Comparative analysis of financial conditions
Units: NT$ 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. |
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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.
-
Analysis of change in cash flow in the most recent year:
-
(1) Operating activities: Net cash inflow from operating activities in 2018 was NT$1,265,787 thousand, which came mainly from business profits.
-
(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.
-
(3) Financing activities: Net cash outflow from financing activities in 2018 amounted to NT$1,631,337 thousand, which came mainly from the issuance of cash dividends.
-
- Remedial measures and liquidity analysis for cash inadequacy: Not applicable.
(II) Analysis of cash liquidity for the following year
Unit: NT$ 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 | ─ |
─ |
-
Analysis of changes in cash flow in the most recent year
-
(1) Operating activities: It mainly refers to cash inflow generated by business profits.
-
(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.
-
(3) Financing activities: It mainly refers to cash outflow due to expected distribution of cash dividends and cash inflow generated by long-term borrowings.
-
- Remedial measures and liquidity analysis for expected cash inadequacy: Not applicable.
-
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.
- 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$74,265,680.
- It is hoped that this investment can enhance the Corporation's AOI and 3D metrology test technology capabilities, and penetrate into the foundry and advanced packing market, thereby enhancing the Group's international operational capabilities and increasing financial efficiency.
-
VI. Risk analysis and assessment of the most recent year up to the publication date of this annual report
-
(I) Changes to interest rates, currency exchange fluctuations, and inflation and how these may impact the Corporation penetrate loss as well as future response measures
-
Changes to interest rates and resulting impact to the Corporation's gain or loss as well as future response measures
- (1) Changes to interest rates and impact on the gain or loss of the Corporation and its subsidiaries
-
| Changes to interest rates, currency exchange fluctuations, and inflation and how these may impact the Corporation penetrate loss as well as future response measures 1. Changes to interest rates and resulting impact to the Corporation's gain or loss as well as future response measures (1) Changes to interest rates and impact on the gain or loss of the Corporation and its subsidiaries |
Changes to interest rates, currency exchange fluctuations, and inflation and how these may impact the Corporation penetrate loss as well as future response measures 1. Changes to interest rates and resulting impact to the Corporation's gain or loss as well as future response measures (1) Changes to interest rates and impact on the gain or loss of the Corporation and its subsidiaries |
Changes to interest rates, currency exchange fluctuations, and inflation and how these may impact the Corporation penetrate loss as well as future response measures 1. Changes to interest rates and resulting impact to the Corporation's gain or loss as well as future response measures (1) Changes to interest rates and impact on the gain or loss of the Corporation and its subsidiaries |
|---|---|---|
| Unit: NT$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$31,768 thousand, respectively, while the interest expenses and operating profit margin of the Corporation and its subsidiaries were 0.75% and 1.05%, respectively. These changes in interest expenses were of no significant influence to the Corporation and its subsidiaries.
- (2) Future response measures
The Corporation and its subsidiaries have been carrying out capital planning based on the principle of stability and conservativeness, and focus primarily on safety and liquidity. Measures undertaken by the Corporation and its subsidiaries in response to risk of changing interest rates include carrying out negotiations with various banks for loan interests based upon state of QE policies upon the market and taking active steps in reducing short-term working capital expenses. Financial personnel at the Corporation and its subsidiaries shall also work closely with financial institutions to review trends and changes of interest rates in the market to reduce the impact upon the Corporation’s profitability as a result of changing interest rates.
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- Currency exchange fluctuations and resulting impact to the Corporation's gain or loss as well as future response measures (1) Currency exchange fluctuations and its impact on the gain or loss of the Corporation and its subsidiaries
Corporation and its subsidiaries |
Corporation and its subsidiaries |
Corporation and its subsidiaries |
|---|---|---|
| Unit: NT$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.
-
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.
-
-
(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.
-
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
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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.
-
Loans to other parties, endorsements, and guarantees
-
(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.
-
(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.
-
Policies on derivatives trading, major reasons for profits or losses as well as future response measures
-
(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.
-
(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.
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(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.
-
Organizational context and risk management
-
(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.
-
(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
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As of March 31, 2019
Chapter 8 Special Notes
I. Information on affiliated companies
(I) Consolidated business report
- 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
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Information of shareholders with corporate governance power while working in the Corporation: None.
-
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.
-
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$22.35
109
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(II) Consolidated financial statements of affiliated companies For 2018 (January 1 to December 31, 2018), affiliated companies of the Corporation that shall be included according to the rules prescribed by the “Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises” were the same as those companies that shall be included into the parent and subsidiary consolidated financial statement as prescribed by IFRS 10. All information to be disclosed in the consolidated financial statements of affiliated companies has been disclosed in the consolidated financial statements of the parent company and subsidiaries. Hence, consolidated financial statements of affiliated companies were therefore not prepared separately.
-
(III) Affiliation report According to Article 369-12 of the Company Act, separate affiliation reports are not required for subsidiaries of the Corporation that have not been publicly listed.
-
II. Private placement of securities in the most recent year up to the publication date of this annual report: None.
-
III. Holding or disposition of the Corporation's shares by subsidiaries in the most recent year up to the publication date of this annual report
Unit: NT$ 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:
-
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.
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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
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opinion on the effectiveness of the Group’s internal control.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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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.
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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.
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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.
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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.
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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) |
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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) |
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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)
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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.
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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) |
|---|---|---|
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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) |
|---|---|---|
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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) |
|---|---|
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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.
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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 ld ‑for‑tradingld ‑for‑tradingailable ‑for‑saleailable ‑for‑saleailable ‑for‑saleailable ‑for‑saleailable ‑for‑saleans 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.
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-
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.
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- 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
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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.
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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.
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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.
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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.
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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.
133
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
135
- 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.
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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.
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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.
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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.
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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.
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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.
144
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.
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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.
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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.
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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.
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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.
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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 |
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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.
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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
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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.
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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 |
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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.
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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.
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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 |
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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 |
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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.
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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.
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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 |
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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.
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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 |
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- 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 |
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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 |
|---|---|---|
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| 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 |
|---|---|
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- 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.
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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.
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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 - |
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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.
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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 |
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- 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.
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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.
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- 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) |
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| 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.
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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)
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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.
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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.
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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.
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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:
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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.
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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.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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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.
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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.
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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.
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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.
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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.
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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) |
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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 |
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The accompanying notes are an integral part of the financial statements.(Concluded)
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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 |
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|---|---|---|---|---|---|---|---|
| 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) |
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| 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 |
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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) |
|---|---|---|
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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)
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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.
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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) |
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|---|---|---|---|---|---|
| Lo He Av Av Av Av Lo Lo |
IAS 39 ans and receivable ld ‑for‑tradingailable ‑for‑saleailable ‑for‑saleailable ‑for‑saleailable ‑for‑saleans 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.
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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.
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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.
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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 |
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Note 1: Unless stated otherwise, the above New IFRSs are effective for annual periods beginning on or after their respective effective dates.
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Note 2: The FSC permits the election for early adoption of the amendments starting from 2018.
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Note 3: The Corporation shall apply these amendments to plan amendments, curtailments or settlements occurring on or after January 1, 2019.
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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.
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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.
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2) The Corporation will account for those leases for which the lease term ends on or before December 31, 2019 as short-term leases.
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3) The Corporation will exclude initial direct costs from the measurement of right-of-use assets on January 1, 2019.
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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.
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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) |
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Note 1: Unless stated otherwise, the above New IFRSs are effective for annual periods beginning on or after their respective effective dates.
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Note 2: The 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.
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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.
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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;
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2) Assets expected to be realized within 12 months after the reporting period; and
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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;
-
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-
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.
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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.
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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.
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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 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
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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.
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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 |
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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.
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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 |
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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.
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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 |
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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) |
|---|---|---|---|
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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.
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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.
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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 | |
|---|---|---|
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| 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) |
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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).
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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.
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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) |
|---|---|
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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 |
|---|---|
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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.
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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 |
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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 |
|---|---|---|
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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 |
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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 |
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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) |
|---|---|---|---|
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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.
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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 |
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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 |
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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 |
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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 -