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CHROMA — Interim / Quarterly Report 2017
Nov 29, 2017
52029_rns_2017-11-29_990dcc7b-4636-41f7-9a42-8f79560b9ed2.pdf
Interim / Quarterly Report
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Chroma ATE Inc. and Subsidiaries
Consolidated Financial Statements for the Nine Months Ended September 30, 2017 and 2016 and
Independent Auditors' Review Report
Deloitte.

10596 台北市民生東路三段156號12樓
Deloitte & Touche 12th Floor, Hung Tai Financial Plaza 156 Min Sheng East Road, Sec. 3 Taipei 10596, Taiwan
Tel: +886 (2) 2545-9988 Fax:+886 (2) 4051-6888 www.deloitte.com.tw
INDEPENDENT AUDITORS' REVIEW REPORT
The Board of Directors and Shareholders Chroma ATE Inc.
We have reviewed the accompanying consolidated balance sheets of Chroma ATE Inc. and its subsidiaries (the "Group") as of September 30, 2017 and 2016, the consolidated statements of comprehensive income for the three months and the nine months ended September 30, 2017 and 2016, and the consolidated statements of changes in equity and cash flows for the nine months ended September 30, 2017 and 2016. These consolidated financial statements are the responsibility of the Corporation's management. Our responsibility is to issue a report on these consolidated financial statements based on our reviews.
Except as described in the next paragraph, we conducted our reviews in accordance with Statement of Auditing Standards No. 36 "Engagements to Review Financial Statements" of the Republic of China. A review consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with auditing standards generally accepted in the Republic of China, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.
The financial statements of some minor subsidiaries that were included in the consolidated financial statements were unreviewed. As of September 30, 2017 and 2016, the unreviewed assets were 26.80% (NT\$5,806,820 thousand) and 21.22% (NT\$3,823,875 thousand), respectively, of the consolidated assets, and the unreviewed liabilities were 27.13% (NT\$2,527,641 thousand) and 13.99% (NT\$1,086,506 thousand), respectively, of the consolidated liabilities. The unreviewed comprehensive (loss) income for the three months ended September 30, 2017 and 2016 were $23.94\%$ (NT\$210,235 thousand) and $(0.29\%)$ (NT\$ $(1.405)$ ) thousand), respectively, of the consolidated comprehensive income; and those of the nine months ended September 30, 2017 and 2016 were 12.38% (NT\$184,715 thousand) and (2.95%) (NT\$(33,477) thousand), respectively, of the consolidated comprehensive income. In addition, as disclosed in Note 15 to the financial statements, the carrying values of some investments accounted for using equity method were 0.52% (NT\$113,083 thousand) and 0.57% (NT\$101,883 thousand) of the consolidated assets as of September 30, 2017 and 2016, respectively; and the related shares of comprehensive income of associates and joint ventures for the three months ended September 30, 2017 and 2016 were 0.65% (NT\$5,677 thousand) and 0.28% (NT\$1,356 thousand), respectively, of the consolidated comprehensive income; and those for the nine months ended September 30, 2017 and 2016 were 0.47% (NT\$7,076 thousand) and 0.57% (NT\$6,418 thousand), respectively, of the consolidated comprehensive income. These investment amounts were calculated and disclosed on the basis of the unreviewed financial statements of the investees as of and for the same reporting periods as those of the Corporation. Further, as disclosed in Note 34 to the consolidated financial statements, other information on the Corporation's minor subsidiaries and other investees accounted for by the equity method was disclosed on the basis of the unreviewed financial statements as of and for the same reporting periods as those of the Corporation.
Based on our reviews, except for such adjustments, if any, that might have been determined to be necessary had the above investment amounts and related additional disclosures been based on reviewed financial statements, we are not aware of any material modifications that should be made to the consolidated financial statements of Chroma ATE Inc. and its subsidiaries referred to above for them to be in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Accounting Standard 34 "Interim Financial Reporting" endorsed by the Financial Supervisory Commission.
Deloitte & Touche
Deloitte & Touche Taipei, Taiwan Republic of China
November 2, 2017
Notice to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to review such consolidated financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors' review 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' review report and consolidated financial statements shall prevail.
CONSOLIDATED BALANCE SHEETS
(In Thousands of New Taiwan Dollars)
$\Lambda$
$\mathbf{t}$
| September 30, 2017 (Reviewed) |
December 31, 2016 (Audited) |
September 30, 2016 (Reviewed) |
||||
|---|---|---|---|---|---|---|
| ASSETS | Amount | $\frac{0}{2}$ | Amount | $\frac{9}{6}$ | Amount | $\%$ |
| CURRENT ASSETS | ||||||
| Cash and cash equivalents (Note 6) | \$4,094,959 | 19 | \$3,149,970 | 17 | \$2,273,006 | 13 |
| Financial assets at fair value through profit or loss - current (Note 7) Available-for-sale financial assets - current (Note 8) |
8,927 | ٠ $\overline{\phantom{a}}$ |
9,161 2,291,504 |
$\overline{\phantom{a}}$ | 11,584 | $\overline{\phantom{a}}$ |
| Debt investments with no active market - current (Notes 10 and 31) | 1,541,789 1,115,727 |
5 | 378,515 | 12 $\overline{2}$ |
2,613,213 380,736 |
14 $\overline{2}$ |
| Notes receivable | 131,389 | $\mathbf{I}$ | 61,769 | × | 110,299 | $\mathbf{I}$ |
| Trade receivables, net (Note 11) | 3,633,656 | 17 | 2,988,773 | 16 | 3,082,602 | 17 |
| Trade receivables - related parties (Notes 11 and 30) | 67,748 | ¥ $\mathbf{I}$ |
7,890 | $\overline{\phantom{a}}$ | 10,711 | $\overline{\phantom{a}}$ |
| Construction contracts receivable (Note 12) Inventories (Note 13) |
226,831 2,401,021 |
11 | 214,816 1,906,496 |
1 10 |
176,669 1,825,874 |
$\mathbf{I}$ 10 |
| Prepayments | 752,740 | $\mathbf{3}$ | 76,076 | 1 | 83,359 | |
| Other current assets | 113,515 | $\mathbf{1}$ | 127,722 | 1 | 148,190 | 1 |
| Total current assets | 14,088,302 | $-65$ | 11,212,692 | $-60$ | 10,716,243 | 59 |
| NON-CURRENT ASSETS | ||||||
| Available-for-sale financial assets - non-current (Note 8) | 258,900 | 1 | 314,233 | $\mathbf 2$ | 300,104 | $\,2$ |
| Financial assets measured at cost - non-current (Note 9) Investments accounted for using equity method (Note 15) |
194,971 631,115 |
1 3 |
198,649 641,497 |
1 4 |
198,396 617,367 |
$\mathbf{I}$ $\overline{4}$ |
| Property, plant and equipment (Notes 16 and 31) | 2,647,413 | 12 | 2,714,127 | 15 | 2,714,489 | 15 |
| Goodwill (Note 17) | 216,654 | -1 | 220,236 | 1 | 218,634 | $\bf{1}$ |
| Other intangible assets | 5,070 | $\overline{\phantom{a}}$ | 7,267 | ×, | 8,049 | $\bullet$ |
| Deferred tax assets Prepayments for land and equipment |
217,880 3,273,848 |
I 15 |
220,064 3,035,154 |
$\bf{l}$ 16 |
190,866 | $\mathbf{1}$ 17 |
| Refundable deposits | 27,970 | $\sim$ | 20,045 | ×, | 2,996,139 25,858 |
$\sim$ |
| Prepayments for investments | 73,021 | $\bf{1}$ | 20,000 | |||
| Other non-current assets | 32.169 | × | 28,814 | ۸ | 30,513 | $\overline{a}$ |
| Total non-current assets | 7,579,011 | $-35$ | 7,420,086 | 40 | 7.300,415 | 41 |
| TOTAL | \$21,667,313 | 100 | \$18,632,778 | $-100$ | \$18,016,658 | 100 |
| LIABILITIES AND EQUITY | ||||||
| CURRENT LIABILITIES | ||||||
| Short-term borrowings (Notes 18 and 31) | \$1,567,600 | 7 | 196,705 s |
1 | S 596,280 |
3 |
| Short-term bills payable (Note 18) Notes payable |
420,000 | $\mathbf 2$ ۷ |
$\omega$ | |||
| Notes payable - related parties (Note 30) | 87,151 8,063 |
$\overline{\phantom{a}}$ | 55,511 2,595 |
111,222 1,779 |
$\bf{I}$ $\dot{\phantom{1}}$ |
|
| Trade payables | 1,862,289 | 9 | 1,976,229 | $^{11}$ | 1,674,579 | 9 |
| Trade payables - related parties (Note 30) | 6,491 | 11,813 | $\overline{\phantom{a}}$ | 5,412 | $\ddot{\phantom{a}}$ | |
| Construction contracts payable (Note 12) Other payables (Note 20) |
830,760 827,838 |
$\ddot{4}$ $\overline{4}$ |
229,858 853,070 |
$\mathbf{I}$ 5 |
232,999 707,032 |
$\bf{1}$ $\ddot{4}$ |
| Current tax liabilities | 207,791 | $\mathbf{1}$ | 264,461 | $\mathbf{I}$ | 211,431 | $\mathbf{I}$ |
| Receipts in advance | 943,864 | 4 | 290,774 | $\sqrt{2}$ | 93,920 | $\bf{1}$ |
| Current portion of long-term borrowings (Notes 18 and 31) Other current liabilities |
1,213,744 44,521 |
6 | 815,317 27,078 |
4 | 815,441 73,712 |
5 $\overline{a}$ |
| Total current liabilities | 8,020,112 | $-37$ | 4.723,411 | $-25$ | 4,523,807 | 25 |
| NON-CURRENT LIABILITIES | ||||||
| Bonds payable (Note 19) | 228,442 | 1 | 1,397,140 | 8 | 1,545,244 | 8 |
| Long-term borrowings (Notes 18 and 31) Deferred tax liabilities |
645,223 261,708 |
$\overline{\mathbf{3}}$ $\mathbf{1}$ |
1,368,085 187,170 |
$\overline{\phantom{a}}$ 1 |
1,369,468 183,996 |
$\bf 8$ $\mathbf{1}$ |
| Net defined benefit liabilities | 160,967 | Ŧ | 168,266 | 1 | 144,383 | $\mathbf{I}$ |
| Guarantee deposits received | 842 | 855 | 847 | |||
| Total non-current liabilities | 1,297,182 | 6 | 3,121,516 | $-17$ | 3,243,938 | $\frac{18}{2}$ |
| Total liabilities | 9,317,294 | $-43$ | 7,844,927 | $-42$ | 7,767,745 | 43 |
| EQUITY ATTRIBUTABLE TO OWNERS OF THE CORPORATION (Notes 22 and 26) | ||||||
| Ordinary share capital | 4,080,513 | 19 | 3,898,872 | 21 | 3,833,732 | 21 |
| Advance receipts for share capital | 47,683 | 74,513 | $\mathbf{1}$ | |||
| Capital surplus Retained earnings |
3,025,971 | 14 | 1,960,159 | 11 | 1,765,142 | 10 |
| Legal reserve | 1,896,570 | 9 | 1,724,576 | 9 | 1,724,576 | 10 |
| Special reserve Unappropriated earnings |
86,888 | 86,888 | 86,888 | |||
| Total retained earnings | 3,107,962 5,091,420 |
14 23 |
2,923,811 4,735,275 |
16 25 |
2,567,959 4,379,423 |
14 24 |
| Other equity | (64, 839) | 58,035 | 58,558 | |||
| Treasury shares | (35,714) | (35,714) | (35,714) | $\overline{a}$ | ||
| Total equity attributable to owners of the Corporation | 12,145,034 | 56 | 10,616,627 | 57 | 10,075,654 | 56 |
| NON-CONTROLLING INTERESTS | 204,985 | $\mathbf{r}$ | 171,224 | $\mathbf{1}$ | 173,259 | $\overline{1}$ |
| Total equity | 12,350,019 | $-57$ | 10,787,851 | $-58$ | 10,248,913 | 57 |
| TOTAL | \$21,667,313 | 100 | S 18,632,778 | 100 | \$18,016,658 | 100 |
$\tilde{\mathcal{F}}$
The accompanying notes are an integral part of the consolidated financial statements.
(With Deloitte & Touche review report dated November 2, 2017)
$\lambda$
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
(Reviewed, Not Audited)
| For the Three Months Ended September 30 | For the Nine Months Ended September 30 | |||||||
|---|---|---|---|---|---|---|---|---|
| 2017 | 2016 | 2017 | 2016 | |||||
| Amount | $\frac{0}{6}$ | Amount | $\frac{0}{0}$ | Amount | % | Amount | $\frac{0}{6}$ | |
| OPERATING REVENUE (Notes 12 and 30) |
||||||||
| Sales | \$3,982,167 | 101 | \$3,592,113 | 101 | \$9,832,822 | 102 | \$ 8,944,102 | 101 |
| Sales returns Less: |
(1,088) | (3,896) | (1,222) | (5, 794) | ||||
| Sales allowances | (54.519) | (1) | (31, 226) | (1) | (145.013) | (2) | (88, 973) | (1) |
| Net sales revenues | 3,926,560 | 100 | 3,556,991 | 100 | 9,686,587 | 100 | 8,849,335 | 100 |
| OPERATING COSTS (Notes 13, | ||||||||
| 23 and 30) | 1,948,776 | 50 | 1,916,436 | 54 | 4,892,734 | $-50$ | 4,731,921 | $-54$ |
| GROSS PROFIT | 1,977,784 | 50 | 1,640,555 | 46 | 4,793,853 | $-50$ | 4,117,414 | $-46$ |
| UNREALIZED GAIN ON TRANSACTIONS WITH ASSOCIATES AND JOINT VENTURES |
(26) | (46) | ||||||
| REALIZED GAIN ON TRANSACTIONS WITH ASSOCIATES AND JOINT VENTURES |
||||||||
| 92 | 266 | |||||||
| REALIZED GROSS PROFIT | 1,977,758 | 50 | 1,640,509 | 46 | 4,793,945 | 50 | 4,117,680 | 46 |
| OPERATING EXPENSES (Note 23) |
||||||||
| Selling and marketing expenses General and administrative |
476,264 | 12 | 434,554 | 12 | 1,347,110 | 14 | 1,196,930 | 13 |
| expenses Research and development |
192,095 | 5 | 192,386 | 6 | 555,770 | 6 | 532,517 | 6 |
| expenses | 328,006 | 8 | 280,480 | 8 | 899,349 | 9 | 762,026 | $\overline{9}$ |
| Total operating expenses | 996,365 | $-25$ | 907,420 | $-26$ | 2,802,229 | 29 | 2,491,473 | $-28$ |
| PROFIT FROM OPERATIONS | 981,393 | $-25$ | 733,089 | $-20$ | 1,991,716 | 21 | 1,626,207 | 18 |
| NON-OPERATING INCOME AND EXPENSES |
||||||||
| Finance costs (Note 23) Share of profit of associates |
(5, 494) | ۰ | (10, 169) | (15, 955) | (30, 610) | |||
| and joint ventures | 24,956 | 1 | 7,519 | 41,234 | 1 | 29,403 | ||
| Interest income | 5,646 | 3,523 | 18,228 | 13,845 | ||||
| Rental income (Note 30) | 6,012 | 5,395 | 17,924 | 18,595 | ٠ | |||
| Dividend income | 17,425 | 1 | 30,163 | 1 | 24,471 | ٠ | 48,409 | 1 |
| Other income | 10,446 | ä, | 5,514 | 24,582 | 13,224 | |||
| Gain on disposal of property, plant and equipment, net |
||||||||
| Gain on disposal of | 3,007 | 422 | 4,594 | |||||
| investments, net | 4,391 | |||||||
| Exchange gain, net | 14,450 | 1,521 | 12,848 | 1,635 | ||||
| Valuation gain on financial assets (liabilities) at fair value through profit or loss, |
||||||||
| net | 268 | 517 | 1,901 | 4,359 | ||||
| Other expenses | (748) | (6, 321) | (1,795) | $\overline{a}$ | (15, 110) | |||
| Loss on disposal of property, | ||||||||
| plant and equipment, net | $\frac{1}{2}$ | ¥ | (1, 305) | |||||
| Exchange loss, net | (87, 054) | (2) | (76, 447) | (1) | (108, 201) | (1) | ||
| Total non-operating | ||||||||
| income and expenses | 80,359 | $\overline{2}$ | (48,970) | (1) | 51,585 | (25, 756) | (Continued) |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In Thousands of New Taiwan Dollars, Except Earnings Per Share) (Reviewed, Not Audited)
| For the Three Months Ended September 30 | For the Nine Months Ended September 30 | |||||||
|---|---|---|---|---|---|---|---|---|
| 2017 | 2016 | 2017 | 2016 | |||||
| Amount | $\frac{0}{0}$ | Amount | $\frac{0}{2}$ | Amount | $\frac{9}{6}$ | Amount | $\frac{6}{6}$ | |
| PROFIT BEFORE INCOME TAX |
\$1,061,752 | 27 | S 684,119 |
19 | \$2,043,301 | 21 | \$1,600,451 | 18 |
| INCOME TAX EXPENSE (Note 24) |
195,275 | $\overline{5}$ | 117,234 | 3 | 384,713 | 4 | 290,068 | $\overline{3}$ |
| NET PROFIT FOR THE PERIOD |
866,477 | 22 | 566,885 | 16 | 1,658,588 | 17 | 1,310,383 | 15 |
| OTHER COMPREHENSIVE INCOME (LOSS), NET Items that will not be reclassified subsequently to profit or loss: Share of the other comprehensive income of associates and joint |
||||||||
| ventures accounted for using equity method Items that may be reclassified subsequently to profit or loss: Exchange differences on translating foreign |
251 | (736) | ||||||
| operations | 6,046 | (69, 509) | (2) | (94,067) | (1) | (108, 454) | (1) | |
| Unrealized gain (loss) on available-for-sale financial assets Share of the other comprehensive income of |
2,368 | (8, 485) | (63, 674) | (1) | (53,711) | (1) | ||
| associates and joint ventures accounted for using equity method |
3,244 | (4.918) | (9,220) | (14, 331) | ||||
| Total other comprehensive loss |
11,658 | $\overline{a}$ | (82,912) | (2) | (166, 710) | (2) | (177.232) | (2) |
| TOTAL COMPREHENSIVE INCOME |
878,135 | 22 | 483,973 | 14 | 1,491,878 | 15 | \$1,133,151 | 13 |
| NET PROFIT ATTRIBUTED TO: |
||||||||
| Owners of the Corporation Non-controlling interests |
866,069 S 408 |
22 | 574,323 S (7, 438) |
16 | \$1,670,319 (11, 731) |
17 $\sim$ |
\$1,338,174 (27.791) |
15 Ξ |
| 866,477 | 22 | 566,885 \$. |
16 | \$1,658,588 | 17 | \$1,310,383 | $-15$ | |
| COMPREHENSIVE INCOME ATTRIBUTED TO: Owners of the Corporation Non-controlling interests |
877,604 S 531 |
22 $\overline{a}$ |
495,182 S (11,209) |
14 $\mathbb{R}^n$ |
\$1,507,117 (15,239) |
15 ÷. |
\$1,165,462 (32, 311) |
13 $\overline{a}$ |
| 878,135 | 22 | 483,973 S. |
$\frac{14}{1}$ | \$1,491,878 | $-15$ | \$1,133,151 | $\frac{13}{2}$ | |
| EARNINGS PER SHARE (NT\$; Note 25) Basic Diluted |
2.15 2.09 |
1.52 1.42 |
4.23 4.07 |
3.54 3,31 |
The accompanying notes are an integral part of the consolidated financial statements.
(With Deloitte & Touche review report dated November 2, 2017)
(Concluded)
$\tilde{S}$
$\frac{1}{2}$
$\overline{\phantom{a}}$
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(In Themands of New Talwan Dollars)
(Reviewed, Net Audited)
| Equity Attributable to Owners of the Corporation | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Differences on Translating Foreign Exchange |
Other Equity Unrealized Gain (Loss) from Available-for- sale Financial |
||||||||||||||
| Ordinary Share Capital |
Share Capital Receipts for Advance |
Capital Surplus | Legal Reserve | Special Reserve | Relained Earnings Umppropriated Damings |
Total | Operations | Assets | Uncarned Employee Benefit |
Total | Treasury Shares | Total | Non-controlling Interests |
Total Equity | |
| BALANCE, JANUARY 1, 2016 | 3,791,699 s, |
٠ w |
1,302,269 'n |
1,600,920 u |
86,888 n |
2,264,377 in, |
3,952,185 S |
127,968 | 271,697 s |
S | 399,665 s, |
(35, 714) s |
9,410,104 i, |
121,192 s |
\$9,531,296 |
| Cash dividends - NTS2.4 per share Appropriation of 2015 earnings Legal reserve |
ř | $\mathbb{F} \times \mathbb{F}$ | $\mathbf{r}$ | 123,656 | $(123,656)$ $(910,200)$ |
(010, 200) | (910, 200) | (910.200) | |||||||
| associates and joint ventures accounted for using Change in capital surplus from investments in Other changes in capital surplus equity method |
25,608 | 25,608 | 25,608 | ||||||||||||
| Net profit (loss) for the nine months ended September 30, 2016 |
1,338,174 | 1,338,174 | 1,338,174 | (27,791) | 1,310,383 | ||||||||||
| Other comprehensive income (loss) for the nine months ended September 30, 2016 |
(736) | (736) | (118, 265) | (53, 711) | (171,976) | (172, 712) | (4, 520) | (177, 232) | |||||||
| Total comprehensive income (loss) for the nine months ended September 30, 2016 |
L337,438 | 1,337,438 | (118, 265) | (53, 711) | (171, 976) | 1,165,462 | (B2.311) | 1,133,151 | |||||||
| Conversion of convertible bonds | 7,503 | 28,496 | 196,637 | 232,636 | 232,636 | ||||||||||
| Adjustment of capital surplus for corporation's cash dividends received by subsidiaries |
4,545 | 4,545 | 4,545 | ||||||||||||
| nerease in non-controlling interest | $\bullet$ | 83,745 | 83,745 | ||||||||||||
| Slure-based payment transaction | 34,530 | 46,017 | 236,083 | (169, 131) | (169, 131) | 147,499 | 633 | 148,132 | |||||||
| BALANCE, SEPTEMBER 30, 2016 | $S = 3.833.732$ | 74,513 s. |
S 1.765.142 | 1.724.576 ωì |
86,888 vi. |
2,567,959 | 4,379,423 | 9,703 | 217,986 | (169, 131) | 58.558 | (35, 714) | S.10.075.654 | 173.259 | S 10,248,913 |
| BALANCE, JANUARY 1, 2017 | \$ 3,898,872 | $\mathbf{r}$ | \$1,960,159 | \$1,724,576 | 86,888 s |
\$2,923,811 | 4,735,275 Ŝ. |
(24, 914) | 232,901 | (149, 952) | 58,035 | (35.714) S |
\$10,616,627 | 171,224 Ý. |
\$10,787,851 |
| Cash dividends - NT\$ 3.3 per share Appropriation of 2016 carnings Legal reserve |
¥. | $\cdot$ $\cdot$ | $^{\prime}$ | 171,994 | $(171, 994)$ (1.314,425) |
(1,314,425) | (1,314,425) | (1,314,425) | |||||||
| associates and joint ventures accounted for using Change in capital surplus from investments in Other changes in capital surplus equity method |
1,483 | 1,483 | 1,483 | ||||||||||||
| Net profit (loss) for the nine months ended September 30, 2017 |
1,670,319 | 1,670,319 | 1,670,319 | (11, 731) | 1,658,588 | ||||||||||
| Other comprehensive income (loss) for the nine months ended September 30, 2017 |
51 | $\frac{251}{25}$ | (99, 745) | (63, 708) | (163, 453) | (163, 202) | (3,508) | (166, 710) | |||||||
| Total comprehensive income (loss) for the nine months ended September 30, 2017 |
1,670,570 | 1.670.570 | (99,745) | (63, 708) | (163, 453) | 1,507,117 | (15, 239) | 1,491,878 | |||||||
| Conversion of convertible bonds | 176,799 | 4,301 | 992,644 | 1,173,744 | 1,173,744 | ||||||||||
| Adjustment of capital surplus for corporation's cash dividends received by subsidiaries |
6,170 | 6,170 | 6,170 | ||||||||||||
| Slure-based payment transaction | 4,965 | 43,382 | 65,515 | 40,579 | 40,579 | 154,441 | 154,441 | ||||||||
| Buy-back of treasury shares | (123) | (123) | (123) | ||||||||||||
| Cancelation of treasury shares | (123) | $\overline{a}$ | |||||||||||||
| Increase in non-controlling interest | 49,000 | 49,000 | |||||||||||||
| BALANCE, SEPTEMBER 30, 2017 | 5 4,080,513 | 47,683 n |
$5 - 3.025.971$ | S 1,896,570 | 86,888 این |
5 3,107,962 | S 5.091.420 | (124.659) | 169,193 | $S = (109.373)$ | $S - (64,839)$ | (35, 714) UŚ. |
S 12,145,034 | 204,985 اما |
\$12,350,019 |
The accompanying notes are an integral part of the consolidated financial statements. (With Definite & Touche review report dated November 2, 2017)
$\bar{\Lambda}$
CONSOLIDATED STATEMENTS OF CASH FLOWS (In Thousands of New Taiwan Dollars) (Reviewed, Not Audited)
| For the Nine Months Ended September 30 |
||
|---|---|---|
| 2017 | 2016 | |
| CASH FLOWS FROM OPERATING ACTIVITIES | ||
| Income before income tax | \$2,043,301 | 1,600,451 S |
| Adjustments for: | ||
| Depreciation | 233,853 | 253,550 |
| Amortization | 2,361 | 2,067 |
| Provision for bad debts expense | 11,464 | 8,996 |
| Net gain on fair value changes of financial assets (liabilities) | ||
| designated as at fair value through profit or loss | (1,901) | (4,359) |
| Finance costs | 15,955 | 30,610 |
| Interest income | (18, 228) | (13, 845) |
| Dividend income | (24, 471) | (48, 409) |
| Compensation costs of share-based payment | 94,088 | 54,608 |
| Share of profit of associates and joint ventures accounted for using | ||
| equity method | (41, 234) | (29, 403) |
| (Gain) loss on disposal of property, plant and equipment, net | (4, 594) | 1,305 |
| Gain on disposal of investments | (12, 848) | (1,635) |
| (Reversal of impairment) impairment loss on non-financial assets | (45,340) | 36,418 |
| Realized gain on transactions with associates and joint ventures | (92) | (266) |
| Exchange loss, net | 69,520 | 60,609 |
| Other expenses | 12,502 | |
| Net changes in assets and liabilities Financial assets held for trading |
||
| Notes receivable | (229) | |
| Trade receivables | (69, 620) (788, 949) |
(29, 278) (681, 748) |
| Construction contracts receivable | (12,015) | (806) |
| Inventories | (506, 348) | (302, 128) |
| Prepayments | (676, 664) | 78 |
| Other current assets | 42,540 | (22, 521) |
| Notes payable | 37,108 | 90,517 |
| Trade payables | (108, 163) | 323,352 |
| Construction contracts payable | 600,902 | (22, 219) |
| Other payables | (18,959) | 54,005 |
| Receipts in advance | 653,090 | (136, 035) |
| Other current liabilities | 17,443 | 32,817 |
| Net defined benefit liabilities | (7, 299) | (5,308) |
| Cash generated from operations | 1,484,900 | 1,263,696 |
| Income tax paid | (396, 138) | (285, 227) |
| Net cash generated from operating activities | 1,088,762 | 978,469 |
| (Continued) |
CONSOLIDATED STATEMENTS OF CASH FLOWS (In Thousands of New Taiwan Dollars) (Reviewed, Not Audited)
| For the Nine Months Ended September 30 |
||
|---|---|---|
| 2017 | 2016 | |
| CASH FLOWS FROM INVESTING ACTIVITIES | ||
| Proceeds from disposal of financial assets at fair value through profit | \$ 1,000 |
$\mathbb{S}$ |
| or loss | (650,000) | |
| Payments to acquire available-for-sale financial assets | (556,000) | |
| Proceeds from disposal of available-for-sale financial assets | 1,310,211 | 100,114 |
| Payments to acquire debt investments with no active market | (745, 255) | 165,006 |
| Proceeds from disposal of debt investments with no active market | ||
| Proceeds from disposal of financial assets measured at cost | 1,521 | |
| Cash returned of capital reduction of financial assets measured at cost | 23,111 | 9,587 |
| Payments to acquire investments accounted for using equity method | (73, 021) | (82, 821) |
| Increase in prepayments for investments | (375, 332) | (1,013,670) |
| Payments to acquire property, plant and equipment | 25,062 | 27,398 |
| Proceeds from disposal of property, plant and equipment (Increase) decrease in refundable deposits |
(7, 925) | 1,476 |
| Net cash outflows from business combination | (56, 249) | |
| (Increase) decrease in other non-current assets | (3,517) | 15,029 |
| Interest received | 21,372 | 16,370 |
| Dividends received | 68,693 | 107,212 |
| Net cash used in investing activities | (311, 601) | (1,359,027) |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||
| Increase in short-term borrowings | 1,376,171 | 276,172 |
| Increase in short-term bills payable | 420,000 | |
| Proceeds from long-term borrowings | 500,000 | 770,000 |
| Repayments of long-term borrowings | (814, 658) | (11,252) |
| Increase in guarantee deposits | 2 | |
| Cash dividends paid | (1,313,093) | (907, 953) |
| Exercise of employee stock options | 58,460 | 63,631 |
| Payments for buy-back of ordinary shares | (123) | |
| Interest paid | (29, 396) | (26,311) |
| Increase in non-controlling interests | 49,000 | 53,225 |
| Proceeds from issuance of employee restricted shares | 1,850 | 31,000 |
| Net cash generated from financing activities | 248,211 | 248,514 |
| EFFECTS OF EXCHANGE RATE CHANGES ON CASH AND CASH | ||
| EQUIVALENTS | (80, 383) | (84, 239) |
| (Continued) |
CONSOLIDATED STATEMENTS OF CASH FLOWS (In Thousands of New Taiwan Dollars) (Reviewed, Not Audited)
| For the Nine Months Ended September 30 |
||
|---|---|---|
| 2017 | 2016 | |
| NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS |
S 944,989 |
(216, 283) S |
| CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD |
3,149,970 | 2,489,289 |
| CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD | 4,094,959 | 2,273,006 |
The accompanying notes are an integral part of the consolidated financial statements.
(With Deloitte & Touche review report dated November 2, 2017) (Concluded)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2017 AND 2016 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise) (Reviewed, Not Audited)
1. GENERAL INFORMATION
Chroma ATE Inc. (the "Corporation") was incorporated in the Republic of China (ROC) in November 1984. The Corporation mainly designs, assembles, calibrates, manufactures, sells, repairs and maintains software/hardware for computers and peripherals, computerized automatic test systems, electronic test instruments, signal generators, power supplies, telecom power supplies, etc. as well as serves as an agent to sell these products. The Corporation's shares have been listed on the Taiwan Stock Exchange since December 21, 1996.
The consolidated financial statements are presented in the Corporation's functional currency, the New Taiwan dollar.
2. APPROVAL OF FINANCIAL STATEMENTS
The consolidated financial statements were reported to the board of directors and issued on November 2, 2017.
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, whenever applied, 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) Amendment to IFRS 2 "Share-Based Payment" in Annual Improvements to IFRSs of 2010-2012 Cycle
The amended IFRS 2 changes the definitions of "vesting condition" and "market condition" and adds definitions for "performance condition" and "service condition". The amendment clarifies that a performance target can be based on the operations (i.e. a non-market condition) of the Group or another entity in the same group or the market price of the equity instruments of the Group or another entity in the same group (i.e. a market condition); that a performance target can relate either to the performance of the Group as a whole or to some part of it (e.g. a division); and that the period for achieving a performance condition must not extend beyond the end of the related service period. In addition, a share market index target is not a performance condition because it not only reflects the performance of the Group, but also of other entities outside the Group. The share-based payment arrangements with market conditions, non-market conditions or non-vesting conditions are accounted for differently, and the aforementioned amendment should be applied prospectively to those share-based payments granted on or after January 1, 2017. Refer to Note 26 for the information on the share-based payments granted in 2017.
2) Amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers
The amendments include additions of several accounting items and requirements for disclosures of impairment of non-financial assets as a consequence of the IFRSs endorsed and issued into effect by the FSC. In addition, as a result of the post implementation review of IFRSs in Taiwan, the amendments also include emphasis on certain recognition and measurement considerations and add requirements for disclosures of related party transactions and goodwill.
The amendments stipulate that other companies or institutions of which the chairman of the board of directors or president serves as the chairman of the board of directors or the president, or is the spouse or second immediate family of the chairman of the board of directors or president of the Corporation are deemed to have a substantive related party relationship, unless it can be demonstrated that no control, joint control, or significant influence exists. Furthermore, the amendments require the disclosure of the names of the related parties and the relationship with whom the Corporation has significant transaction. If the transaction or balance with a specific related party is 10% or more of the Corporation's respective total transaction or balance, such transaction should be separately disclosed by the name of each related party.
The amendments also require additional disclosure if there is a significant difference between the actual operation after business combination and the expected benefit on acquisition date.
When the amendments are applied retrospectively from January 1, 2017, the disclosures of related party transactions are enhanced. Refer to Note 30 for related disclosures.
b. The Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IFRSs endorsed by the FSC for application starting from 2018
| Effective Date | |
|---|---|
| New IFRSs | Announced by IASB (Note 1) |
| Annual Improvements to IFRSs 2014-2016 Cycle | Note 2 |
| Amendment to IFRS 2 "Classification and Measurement of | January 1, 2018 |
| Share-based Payment Transactions" | |
| Amendments to IFRS 4 "Applying IFRS 9 Financial Instruments with | January 1, 2018 |
| IFRS 4 Insurance contracts " | |
| IFRS 9 "Financial Instruments" | January 1, 2018 |
| Amendments to IFRS 9 and IFRS 7 "Mandatory Effective Date of IFRS 9 and Transition Disclosures" |
January 1, 2018 |
| IFRS 15 "Revenue from Contracts with Customers" | January 1, 2018 |
| Amendments to IFRS 15 "Clarifications to IFRS 15 Revenue from Contracts with Customers" |
January 1, 2018 |
| Amendment to IAS 7 "Disclosure Initiative" | January 1, 2017 |
| Amendments to IAS 12 "Recognition of Deferred Tax Assets for Unrealized Losses" |
January 1, 2017 |
| Amendments to IAS 40 "Transfers of investment property" | January 1, 2018 |
| IFRIC 22 "Foreign Currency Transactions and Advance Consideration" |
January 1, 2018 |
Note 1: Unless stated otherwise, the above New IFRSs are effective for annual periods beginning on or after their respective effective dates.
Note 2: The amendment to IFRS 12 is retrospectively applied for annual periods beginning on or after January 1, 2017; the amendment to IAS 28 is retrospectively applied for annual periods beginning on or after January 1, 2018.
The initial application of the above New IFRSs, whenever applied, would not have any material impact on the Group's accounting policies, except for the following:
1) IFRS 9 "Financial Instruments" and related amendment
Recognition, measurement and impairment of financial assets
With regards to financial assets, all recognized financial assets that are within the scope of IAS 39 "Financial Instruments: Recognition and Measurement" are subsequently measured at amortized cost or fair value. Under IFRS 9, the requirement for the classification of financial assets is stated below.
For the Group's debt instruments that have contractual cash flows that are solely payments of principal and interest on the principal amount outstanding, their classification and measurement are as follows:
- a) For debt instruments, if they are held within a business model whose objective is to collect the contractual cash flows, the financial assets are measured at amortized cost and are assessed for impairment continuously with impairment loss recognized in profit or loss, if any. Interest revenue is recognized in profit or loss by using the effective interest method;
- b) For debt instruments, if they are held within a business model whose objective is achieved by both the collecting of contractual cash flows and the selling of financial assets, the financial assets are measured at fair value through other comprehensive income (FVTOCI) and are assessed for impairment. Interest revenue is recognized in profit or loss by using the effective interest method, and other gain or loss shall be recognized in other comprehensive income, except for impairment gains or losses and foreign exchange gains and losses. When the debt instruments are derecognized or reclassified, the cumulative gain or loss previously recognized in other comprehensive income is reclassified from equity to profit or loss.
Except for the above, all other financial assets are measured at fair value through profit or loss. However, the Group may make an irrevocable election to present subsequent changes in the fair value of an equity investment (that is not held for trading) in other comprehensive income, with only dividend income generally recognized in profit or loss. No subsequent impairment assessment is required, and the cumulative gain or loss previously recognized in other comprehensive income cannot be reclassified from equity to profit or loss.
Based on an analysis of the Group's financial assets as at September 30, 2017 on the basis of the facts and circumstances that exist at that date, the Group has performed a preliminary assessment of the impact of IFRS 9 to the classification and measurement of financial assets as follows:
- a) Listed shares, emerging market shares, and unlisted shares classified as available-for-sale will be classified as at fair value through profit or loss and designated as at fair value through other comprehensive income. When it is designated as at fair value through other comprehensive income, the fair value gains or losses accumulated in other equity will be transferred directly to retained earnings instead of being reclassified to profit or loss on disposal. Besides, unlisted shares measured at cost will be measured at fair value instead;
- b) Mutual funds classified as available-for-sale will be classified as at fair value through profit or loss because the contractual cash flows are not solely payments of principal and interest on the principal outstanding and they are not equity instruments:
c) Debt investments classified as debt investments with no active market and measured at amortized cost will be classified as measured at amortized cost under IFRS 9 because on initial recognition, the contractual cash flows that are solely payments of principal and interest on the principal outstanding and these investments are held within a business model whose objective is to collect the contractual cash flows.
IFRS 9 requires impairment loss on financial assets to be recognized by using the "Expected Credit" Losses Model". The loss allowance is required for financial assets measured at amortized cost, investments in debt instruments measured at FVTOCI, lease receivables, contract assets arising from IFRS 15 "Revenue from Contracts with Customers", certain written loan commitments and financial guarantee contracts. A loss allowance for the 12-month expected credit losses is required for a financial asset if its credit risk has not increased significantly since initial recognition. A loss allowance for full lifetime expected credit losses is required for a financial asset if its credit risk has increased significantly since initial recognition and is not low. However, a loss allowance for full lifetime expected credit losses is required for trade receivables that do not constitute a financing transaction.
For purchased or originated credit-impaired financial assets, the Group take into account the expected credit losses on initial recognition in calculating the credit-adjusted effective interest rate. Subsequently, any changes in expected losses are recognized as a loss allowance with a corresponding gain or loss recognized in profit or loss.
2) IFRS 15 "Revenue from Contracts with Customers" and related amendments
IFRS 15 establishes principles for recognizing revenue that apply to all contracts with customers, and will supersedes IAS 18 "Revenue", IAS 11 "Construction Contracts" and a number of revenue-related interpretations.
When applying IFRS 15, the Group recognizes revenue by applying the following steps:
- $\bullet$ Identify the contract with the customer;
- Identify the performance obligations in the contract;
- Determine the transaction price;
- Allocate the transaction price to the performance obligations in the contracts; and $\bullet$
- Recognize revenue when the Group satisfies a performance obligation. $\bullet$
Except for the above impact, 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.
c. New IFRSs in issue but not yet endorsed and issued into effect by the FSC
| New IFRSs | Effective Date Announced by IASB (Note) |
|---|---|
| Amendments to IFRS 9 "Prepayment Features with Negative Compensation" |
January 1, 2019 |
| Amendments to IFRS 10 and IAS 28 "Sale or Contribution of Assets between an Investor and its Associate or Joint Venture" |
To be determined by IASB |
| IFRS 16 "Leases" | January 1, 2019 |
| IFRS 17 "Insurance Contracts" | January 1, 2021 |
| Amendments to IAS 28 "Long-term Interests in Associates and Joint Ventures" |
January 1, 2019 |
| IFRIC 23 "Uncertainty Over Income Tax Treatments" | January 1, 2019 |
Note: Unless stated otherwise, the above New IFRSs are effective for annual periods beginning on or after their respective effective dates.
IFRS 16 "Leases"
IFRS 16 sets out the accounting standards for leases that will supersede IAS 17 and a number of related interpretations.
Under IFRS 16, if the Group is a lessee, it shall recognize right-of-use assets and lease liabilities for all leases on the consolidated balance sheets except for low-value and short-term leases. The Group may elect to apply the accounting method similar to the accounting for operating lease under IAS 17 to the low-value and short-term leases. On the consolidated statements of comprehensive income, the Group should present the depreciation expense charged on the right-of-use asset separately from interest expense accrued on the lease liability; interest is computed by using effective interest method. On the consolidated statements of cash flows, cash payments for the principal portion of the lease liability are classified within financing activities; cash payments for interest portion are classified within financing activities.
The application of IFRS 16 is not expected to have a material impact on the accounting of the Group as lessor.
When IFRS 16 becomes effective, the Group may elect to apply this Standard either retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of the initial application of this Standard recognized at the date of initial application.
Except for the above impact, the Group is continuously assessing the possible impact that the application of other standards and interpretations will have on the Croup's financial position and financial performance, and will disclose the relevant impact when the assessment is completed.
4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Statement of compliance
The consolidated financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and IAS 34 "Interim Financial Reporting" endorsed and issued into effect by the FSC. Disclosure information included in the consolidated financial statements is less than the disclosure information required in a complete set of annual financial statements.
b. Basis of preparation
The consolidated financial statements have been prepared on the historical cost basis except for financial instruments that are measured at fair values.
The fair value measurements, which are grouped into Levels 1 to 3 based on the degree to which the fair value measurement inputs are observable and based on the significance of the inputs to the fair value measurement in its entirety, are described as follows:
- 1) Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities;
- 2) Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
- 3) Level 3 inputs are unobservable inputs for the asset or liability.
c. Basis of consolidation
The basis of preparing the consolidated financial statements is consistent with the consolidated financial statements for the year ended December 31, 2016.
Refer to Note 14, Table 7 and Table 8 for the detailed information of subsidiaries, including the percentage of ownership and main business.
d. Other significant accounting policies
Except for the following, the accounting policies applied in these consolidated financial statements are consistent with those applied in the consolidated financial statements for the year ended December 31, 2016. For the summary of other significant accounting policies, please refer to the Group's consolidated financial statements for the year ended December 31, 2016.
1) Retirement benefits
Pension cost for an interim period is calculated on a year-to-date basis by using the actuarially determined pension cost rate at the end of the prior financial year, adjusted for significant market fluctuations since that time and for significant plan amendments, settlements, or other significant one-off events.
2) Taxation
Income tax expense represent the sum of the tax currently payable and deferred tax. Interim period income taxes are assessed on an annual basis and calculated by applying to an interim period's pre-tax income the tax rate that would be applicable to expected total annual earnings.
5. CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
The same critical accounting judgments and key sources of estimates and uncertainty have been followed in these consolidated financial statements as were applied in the preparation of the Group's consolidated financial statements for the year ended December 31, 2016.
6. CASH AND CASH EQUIVALENTS
| September 30, 2017 |
December 31, 2016 |
September 30, 2016 |
||||
|---|---|---|---|---|---|---|
| Cash on hand | S | 4,575 | S | 6,098 | S | 4,925 |
| Checking accounts and demand deposits | 2,782,783 | 2,768,658 | 1,761,540 | |||
| Cash equivalents | ||||||
| Time deposits with maturities less than 3 | ||||||
| months from date of investments | 1,307,601 | 245,315 | 426,608 | |||
| Repurchase agreements collateralized by bonds | 129,899 | 79,933 | ||||
| 4,094,959 | 3.149,970 | 2,273,006 |
7. FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS
| September 30, 2017 |
December 31, 2016 |
September 30, 2016 |
|
|---|---|---|---|
| Financial assets held for trading - current | |||
| Non-derivative financial assets | |||
| Domestic listed stocks | S 8,693 |
S 7,453 |
7,705 S |
| Investment in debt instrument | 983 | 980 | |
| 8,693 | 8,436 | 8,685 | |
| Derivative instruments | |||
| Call and put option of convertible bonds | |||
| payable (Note 19) | 234 | 725 | 2,899 |
| 8,927 | 9.161 | 11,584 |
8. AVAILABLE-FOR-SALE FINANCIAL ASSETS
$\widetilde{\mathbf{c}}$
| September 30, 2017 |
December 31, 2016 |
September 30, 2016 |
|
|---|---|---|---|
| Current | |||
| Open-end beneficiary certificates | 1,541,789 | \$2,291,504 | 2,613,213 |
| Non-current | |||
| Listed stocks | 258,900 | 314,233 | 300,104 |
9. FINANCIAL ASSETS MEASURED AT COST - NON-CURRENT
| September 30, 2017 |
December 31, 2016 |
September 30, 2016 |
|
|---|---|---|---|
| Domestic unlisted common stocks Foreign unlisted common stocks Foreign open-end beneficiary certificates |
159,020 S 25,799 10,152 \$194,971 |
162,131 S 26,366 10,152 \$198,649 |
162,131 S 26,113 10,152 198,396 |
| Classification by measurement of financial instruments Available-for-sale financial assets |
194.971 | 198,649 | 198,396 |
The above investments were measured at cost less impairment at the balance sheet date. The Group believed the fair value of these investments could not be estimated reliably because the range of reasonable fair value estimates was significant and the probabilities of various estimates could not be reasonably assessed.
In order to expand the market of biotechnology equipment, the Group's board of directors resolved to invest in TFBS Bioscience Inc. of \$20,000 thousand in November 2016.
10. DEBT INVESTMENTS WITH NO ACTIVE MARKET - CURRENT
| September 30, 2017 |
December 31, 2016 |
September 30, 2016 |
|
|---|---|---|---|
| Time deposits with maturities more than 3 months from date of investments Pledge deposits |
377,654 738,073 |
372,437 6,078 |
373,164 7,572 |
| .115,727 | 378,515 | 380,736 |
11. TRADE RECEIVABLES
| September 30, 2017 |
December 31, 2016 |
September 30, 2016 |
|
|---|---|---|---|
| Trade receivables | \$3,745,743 | \$3,159,134 | \$3,266,722 |
| Allowance for impairment loss Less: |
(112,087) | (170, 361) | (184, 120) |
| 3,633,656 | 2,988,773 | 3,082,602 | |
| Trade receivables - related parties | 67,748 | 7,890 | 10,711 |
| 3,701,404 | 2,996,663 | 3,093,313 |
The average credit period for sales of goods is 60 to 90 days from the date when the goods were inspected and accepted by customers, and no interest was charged on trade receivables. In determining the recoverability of a trade receivable, the Group considered any change in the credit quality of the trade receivable since the date when credit was initially granted to the end of the reporting period. Allowances for impairment loss are based on the estimated irrecoverable amounts determined by reference to past default experience of the counterparties and an analysis of their current financial position.
For the trade receivables balances that were past due at the end of the reporting period, the Group did not recognize an allowance for impairment loss, because there was no significant change in credit quality and the amounts were still considered recoverable. The Group did not hold any collateral or other credit enhancements for these balances.
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.
The aging of receivables was as follows:
| September 30, 2017 |
December 31, 2016 |
September 30, 2016 |
|
|---|---|---|---|
| Less than 60 days | \$3,158,315 | \$2,536,446 | \$2,733,682 |
| 61-180 days | 236,267 | 396,642 | 272,689 |
| Over 181 days | 351,161 | 226,046 | 260,351 |
| \$3,745,743 | 3,159,134 | \$3,266,722 |
The above aging schedule was based on the past due days from end of credit term.
The aging of receivables that were past due but not impaired was as follows:
| September 30, 2017 |
December 31, 2016 |
September 30. 2016 |
|
|---|---|---|---|
| Less than 60 days | 422,381 S. |
\$381,176 | \$314,327 |
| $61-180$ days | 228,101 | 385,443 | 266,175 |
| Over 181 days | 262,390 | 131,886 | 147,584 |
| \$912,872 | \$898,505 | 728,086 |
The above aging schedule was based on the past due days from end of credit term.
The movements of the allowance for doubtful trade receivables were as follows:
| Individually Assessed for Impairment |
Collectively Assessed for Impairment |
Total | |
|---|---|---|---|
| Balance at January 1, 2016 | 152,272 \$ |
\$ 33,405 |
185,677 S |
| Impairment losses recognized on Add: receivables |
879 | 8,117 | 8,996 |
| Addition through business combinations Add: (Note 27) |
1 | 1 | |
| Less: Amounts written off during the period as uncollectible |
(4,080) | (8) | (4,088) |
| Reclassification of impairment loss from collective assessment to individual assessment Foreign exchange translation gains |
4,259 (4,291) |
(4,259) (2,175) |
(6, 466) |
| Balance at September 30, 2016 | 149,039 S |
35,081 | \$184,120 |
| Balance at January 1, 2017 Add: Impairment losses recognized on |
135,696 \$ |
\$ 34,665 |
170,361 S |
| receivables | 759 | 10,705 | 11,464 |
| Less: Amounts written off during the period as uncollectible |
(67, 194) | (228) | (67, 422) |
| Reclassification of impairment loss from collective assessment to individual assessment |
7,663 | (7,663) | |
| Foreign exchange translation gains | (1,100) | (1,216) | (2,316) |
| Balance at September 30, 2017 | 75,824 | 36,263 | 112,087 |
The allowance for impairment loss individually assessed due to customers were in liquidation or in severe financial difficulties were \$75,824 thousand, \$135,696 thousand and \$149,039 thousand as of September 30, 2017, December 31, 2016 and September 30, 2016, respectively. The Group did not hold any collateral over these balances.
12. CONSTRUCTION CONTRACTS RECEIVABLE (PAYABLE)
| September 30, 2017 |
December 31, 2016 |
September 30, 2016 |
|
|---|---|---|---|
| Construction contracts receivable | |||
| Construction costs incurred plus recognized profits (less recognized losses) to date Progress billings Less: |
242,641 S (15, 810) |
217,326 S. (2,510) |
179,554 (2,885) |
| Due from customers for construction contracts | 226,831 | \$214,816 | 176,669 |
| Construction contracts payable | |||
| Progress billings Construction costs incurred plus Less: |
990,293 S |
346,218 S |
351,737 S |
| recognized profits less recognized losses to date |
(159, 533) | (116,360) | (118, 738) |
| Due to customers for construction contracts | 830,760 | 229,858 | 232,999 |
| Receipts in advance | 883,913 | 33,935 |
The Group recognized construction contract revenues of \$357,667 thousand and \$126,465 thousand for the three months ended September 30, 2017 and 2016, respectively. The Group recognized construction contract revenue of \$599,804 thousand and \$264,234 thousand for the nine months ended September 30, 2017 and 2016, respectively.
13. INVENTORIES
| September 30, 2017 |
December 31, 2016 |
September 30, 2016 |
|||
|---|---|---|---|---|---|
| Finished goods | \$ 566,646 |
\$ | 494,715 | S | 411,215 |
| Semi-finished products | 364,143 | 342,056 | 363,847 | ||
| Work in process | 667,153 | 472,453 | 429,016 | ||
| Raw materials | 779,199 | 597,017 | 621,796 | ||
| Inventory in transit | 23,880 | 255 | |||
| 2,401,021 | 1,906,496 | 1,825,874 |
The cost of goods sold for the three months and nine months ended September 30, 2017 included the reversal of inventory write-downs of \$10,459 thousand and \$45,340 thousand, respectively.
The cost of goods sold for the three months and nine months ended September 30, 2016 included inventory write-downs of \$14,965 thousand and \$36,418 thousand, respectively.
14. SUBSIDIARIES
Subsidiaries included in the consolidated financial statements:
| Percentage of Ownership as of | ||||||
|---|---|---|---|---|---|---|
| September 30, | December 31, | September 30, | ||||
| Investor | Investee | Business | 2017 | 2016 | 2016 | Remark |
| The Corporation | Neworld Electronics Ltd. | Sale and maintenance of electronic test instruments, etc. |
100.0 | 100.0 | 100.0 | |
| Chroma Investment Co., Ltd. | Investment | 100.0 | 100.0 | 100.0 | Chroma Investment Co., Ltd. had 1,916 thousand shares of the Corporation's common stock as of September 30. 2017, which accounted for 0.5% of the Corporation's outstanding shares. |
|
| Sensational Holding Ltd. | Investment | 100.0 | 100.0 | 100.0 | ||
| Chroma ATE Europe B.V. | Sale and maintenance of electronic test instruments, etc. |
100.0 | 100.0 | 100.0 | ||
| Chroma ATE Inc. ("Chroma $USA$ ") |
Sale and maintenance of electronic test instruments, etc. |
100.0 | 100.0 | 100.0 | ||
| Chen Hwa Technology Inc. | Test of inductance, capacitance and resistance equipment and sale of parts. |
100.0 | 100.0 | 100.0 | ||
| CHI Incorporation Ltd. | Test of inductance, capacitance and resistance equipment and sale of parts. |
100.0 | 100.0 | 100.0 | ||
| Chroma New Material Corporation |
Processing and sale of gold wire. | 100.0 | 100.0 | 100.0 | ||
| San Eagle Development Corp. | Investment | 100.0 | 100.0 | 100.0 | ||
| Wei Kuang Automatic Equipment Co., Ltd. |
Design, manufacturing, installment and testing of automated factory conveyor systems |
100.0 | 100.0 | 100.0 | ||
| Testar Electronic Corporation | Testing of LED products | 67.2 | 67.2 | 67.2 | ||
| Deep Red Holding Co., Ltd. | Investment | 100.0 | 100.0 | 100.0 | ||
| Chroma Japan Corp. Chroma Systems Solutions, |
Sale and maintenance of electronic test instruments, etc. Sale and maintenance of electronic test |
100.0 | 100.0 | 100.0 | ||
| Inc. | instruments, etc. | 25.0 | 25.0 | 25.0 | Note 1 | |
| Adivic Technology Co. EVT Technology Co., Ltd. |
Sale and research of RF device Manufacturing of motorcycles and its parts |
51.0 53.2 |
51.0 53.2 |
51.0 | Note 2 | |
| Quantel Private Ltd. | Sale and maintenance of test instruments, etc. |
60.0 | 60.0 | 53.2 60.0 |
Note 3 | |
| Innovative Nanotech Incorporated |
Monitoring instruments of nanoparticles | 100.0 | $\bullet$ | × | Note 4 | |
| Neworld Electronics Ltd. |
Chroma Electronics (Shenzhen) Co., Ltd. |
Sale of computerized automatic test systems, peripherals and electronic test instruments. |
100.0 | 100.0 | 100.0 | |
| Chroma Electronics (Shanghai) Co., Ltd. |
Sale of computerized automatic test systems, peripherals and electronic test instruments. |
100.0 | 100.0 | 100.0 | ||
| Chroma ATE Inc. ("Chroma USA") |
Chroma Systems Solutions, Inc. |
Sale and maintenance of electronic test instruments, etc. |
50.0 | 50.0 | 50.0 | Note 1 |
| Chen Hwa Technology Inc. |
Chroma (Shanghai) Trading Co., Ltd. |
International and transit trading, simple commercial processing, commercial consulting services, etc. |
100.0 | 100.0 | 100.0 | |
| CHI Incorporation Ltd. |
Chroma ATE (Suzhou) Co., Ltd. |
Sale of computerized automatic test systems, peripherals and electronic test instruments. |
100.0 | 100.0 | 100.0 | |
| San Eagle Development Corp. |
Wei Kuang Mech Eng Inc. | Investment | 100.0 | 100.0 | 100.0 | |
| 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. |
100.0 | 100.0 | 100.0 | |
| Wei Kuang Automatic Equipment (Nanjin) Co., Ltd. |
Sale and maintenance of electronic equipment and factory conveyor systems |
100.0 | 100.0 | 100.0 | ||
| Wei Kuang Automatic Equipment (Xiamen) Co., Ltd. |
Sale and maintenance of electronic equipment and factory conveyor systems |
100.0 | 100.0 | 100.0 | ||
| Deep Red Holding Co., Ltd. |
Saject System Technology (Suzhou) Co., Ltd. |
Research, development and design of computer network security systems and information management |
100.0 | 100.0 | 100.0 | |
| EVT Technology Co., Ltd. |
Wei Da Electric Vehicle Co., Ltd. |
Sale and lease of motorcycles | 75.0 | 75.0 | 75.0 | |
| Adivic Technology Co |
Adivic Holding Corporation | Sale and research of RF device | 100.0 | 100.0 | 100.0 |
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 decided to participate in the capital injection at the same percentage as originally owned. The Corporation's equity interest in Adivic remained the same.
- Note 3: To expand its market scale and lay out sales network in Southeast Asia, the Corporation's board of directors resolved to acquire 60% equity interest of Quantel Private Ltd. amounting to SGD3,240 thousand. Quantel Private Ltd. is mainly engaged in the sales of electronic test instruments, etc. In April 2016, Quantel Private Ltd. increased its capital by SGD2,500 thousand to strengthen its financial structure. The Corporation's board of directors resolved to participate proportionally in the capital increase. The Corporation's equity interest in Quantel Private Ltd. remained the same.
- Note 4: In response to the demand of new-generation solutions and provide customers with foresighted electronic test service, the Corporation's board of directors resolved in July 2017 to set up Innovative Nanotech Incorporated.
15. INVESTMENTS ACCOUNTED FOR USING EQUITY METHOD
| September 30, | December 31, | September 30, | |
|---|---|---|---|
| 2017 | 2016 | 2016 | |
| Investments in associates | \$613,489 | \$623,904 | \$599,779 |
| Investments in joint ventures | 17,626 | 17,593 | 17,588 |
| 631,115 | 641,497 | 617,367 |
a. Investments in associates
| September 30, 2017 | December 31, 2016 | September 30, 2016 | ||||
|---|---|---|---|---|---|---|
| Amount | Percentage of Equity Interest $(\% )$ |
Amount | Percentage of Equity Interest $(\% )$ |
Amount | Percentage of Equity Interest $(\% )$ |
|
| Associates that are not individually material Adlink Technology Inc. Dynascan Technology Corp. |
\$518,032 95,457 |
11.3 27.3 |
\$535,490 88,414 |
11.3 27.3 |
\$515,484 84,295 |
11.3 27.3 |
| \$613,489 | 623,904 | \$599,779 |
Refer to Table 7 "Information on Investees" for the nature of activities, principal place of business and country of incorporation of the associates.
The Group is able to exercise significant influence over Adlink Technology Inc. although the percentage of shares held is less than 20%. Therefore, the Group recognizes the gain and loss under the equity method.
Fair values (Level 1) of investments in associates with available published price quotation are summarized as follows:
| Name of Associates | September 30, | December 31, | September 30, |
|---|---|---|---|
| 2017 | 2016 | 2016 | |
| Adlink Technology Inc. | \$1,663,703 | \$1,497,088 | \$1,560,794 |
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 for the nine months ended September 30, 2017 and 2016 was based on the associate's financial statements that have not been reviewed.
b. Investments in joint ventures
| September 30, 2017 | December 31, 2016 | September 30, 2016 | ||||
|---|---|---|---|---|---|---|
| Amount | Percentage of Equity Interest $(\% )$ |
Amount | Percentage of Equity Interest $(\% )$ |
Amount | Percentage of Equity Interest $(\% )$ |
|
| Joint ventures that are not individually material Chih Ho Shun Development |
||||||
| Co., Ltd. | \$17,626 | 35.0 | \$17,593 | 35.0 | \$17,588 | 35.0 |
Refer to Table 7 "Information on Investees" for the nature of activities, principal place of business and country of incorporation of the joint venture.
For the investment and development plan, "The Action Plan for Developing Land Surrounding the MRT Airport Station to Improve Civilians' Life," the Board of Directors decided to invest jointly with Dynapack International Corporation and HERAN Co., Ltd. to set up Chih Ho Shun Development Co., Ltd. ("Chih Ho Shun"). The Corporation invested \$17,500 thousand for a 35% entity interest in Chih Ho Shun but did not have control over this investee.
The investments in joint ventures accounted for using equity method and the share of profit or loss and other comprehensive income of those investments for the nine months ended September 30, 2017 and 2016 was based on the joint ventures' financial statements that have not been reviewed.
16. PROPERTY, PLANT AND EQUIPMENT
| September 30, 2017 |
December 31, 2016 |
September 30, 2016 |
||
|---|---|---|---|---|
| Land | \$ 521,550 |
525,615 | 525,950 | |
| Buildings | 1,477,943 | 1,550,521 | 1,573,812 | |
| Machinery | 147,777 | 187,080 | 216,015 | |
| Miscellaneous equipment | 500,143 | 450,911 | 398,712 | |
| 2.647.413 | 2.714.127 | 2.714.489 |
Except for depreciation recognized, the Group had no significant addition, disposal, and impairment of property, plant and equipment during the three months ended September 30, 2017 and 2016 and nine months ended September 30, 2017 and 2016. The above items of property, plant and equipment are depreciated on a straight-line basis over the estimated useful lives as follows:
| Building | |
|---|---|
| Primary buildings | 55 years |
| Mechanical and electrical equipment | 10 years |
| Clean room equipment | 10 years |
| Others | $2-50$ years |
| Machinery | 2-6 years |
| Miscellaneous equipment | $2-16$ years |
Refer to Note 31 for property, plant and equipment have been pledged to secure borrowings of the Group.
17. GOODWILL
| For the Nine Months Ended September 30 |
||
|---|---|---|
| 2017 | 2016 | |
| Cost | ||
| Balance, beginning of the period Acquisition through business combination (Note 27) Net effect of exchange differences |
\$220,236 (3, 582) |
196,052 Ъ 25,219 (2,637) |
| Balance, end of the period | \$216,654 | 218,634 |
Refer to Note 17 in the consolidated financial statements for the year ended December 31, 2016 for goodwill impairment assessment. There was no significant evidence indicating impairment of goodwill as of September 30, 2017.
18. BORROWINGS
a. Short-term borrowings
| September 30, 2017 |
December 31, 2016 |
||
|---|---|---|---|
| Secured borrowings | |||
| Bank loans (1) | 100,000 S |
25,000 S |
25,000 S |
| Unsecured borrowings | |||
| Bank loans (2) | 1,467,600 | 171,705 | 571,280 |
| 1,567,600 | 196,705 | 596,280 |
- 1) Secured by the Group's property, plant and equipment (refer to Note 31). As of September 30, 2017, December 31, 2016 and September 30, 2016, the interest rate on the bank loans was 1.04%, 1.32% and 1.32% per annum, respectively.
- 2) As of September 30, 2017, December 31, 2016 and September 30, 2016, the interest rate on the bank loans was 0.85%-4.25%, 1.23%-3.50% and 0.90%-3.50% per annum, respectively.
b. Short-term bills payable
| September 30, 2017 |
December 31, 2016 |
September 30, 2016 |
||
|---|---|---|---|---|
| Commercial papers | \$420,000 | |||
| Interest rate $(\%)$ | 0.87% | ۳ | $\overline{\phantom{a}}$ | |
| Due date | 2017.10.06 | - | $\overline{\phantom{a}}$ |
c. Long-term borrowings
| September 30, | December 31, | September 30, | ||
|---|---|---|---|---|
| 2017 | 2016 | 2016 | ||
| Secured borrowings | ||||
| Bank loans (1) (Note 31) | \$ | \$ | \$ | |
| 153,459 | 176,058 | 176,953 | ||
| Unsecured borrowings | ||||
| Syndicated bank loans (2) | 1,200,000 | 2,000,000 | 2,000,000 | |
| Bank loans (3) | 505,508 | 7,344 | 7,956 | |
| Current portions | 1,858,967 | 2,183,402 | 2,184,909 | |
| Less: | 1,213,744 | 815,317 | 815,441 | |
| 645,223 | 1,368,085 | 1,369,468 |
- 1) Secured by the Group's debt investments with no active market and property, plant and equipment. The final repayment period of those bank loans will be due in November 2019 to April 2025. As of September 30, 2017, December 31, 2016 and September 30, 2016, the effective interest rate on the bank loans were 0.90%-8.88%, 0.90%-10.88% and 0.90%-8.88% per annum, respectively.
- 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 Corporation borrowed \$700,000 thousand in September 2013 to pay the second installment, \$530,000 thousand in November 2015 to pay the first part of the third installment and \$770,000 thousand in July 2016 to pay the remaining part of the third installment. The syndicated bank loan will be repaid from March 2017 to March 2018 in three equal semiannual installments (\$400,000 thousand per installment), the remaining \$800,000 thousand will be repaid on the due date, September 3, 2018, and the interest is paid monthly. As of September 30, 2017, December 31, 2016 and September 30, 2016, the interest rate per annum was all 1.58% on a floating basis.
- 3) The bank loan is for the purpose of general operation with due date on September 4, 2020. As of September 30, 2017, December 31, 2016 and September 30, 2016, the interest rate on the bank loan was 1.17%-1.72%, 1.72% and 1.72% per annum, respectively.
19. BONDS PAYABLE
| September 30, 2017 |
December 31, 2016 |
September 30, 2016 |
|||
|---|---|---|---|---|---|
| Unsecured domestic convertible bonds Less: Discount on bonds payable |
234,400 5,958 |
\$1,450,500 53,360 |
\$1,610,600 65,356 |
||
| 228,442 | 1,397,140 | \$1,545,244 |
On May 23, 2014, the Group issued its second domestic unsecured 0% convertible bonds with aggregate par value of \$2,000,000 thousand and face value of \$100 thousand. These bonds were listed on the Taipei Exchange at the same date. Except for the period when books are closed for share transaction, bondholders are entitled to convert bonds into the Corporation's common stock at \$74.2 (conversion price) per share from June 24, 2014 to May 13, 2019. Due to earning distribution of cash dividend of NT\$3.3 and NT\$2.4 per share for 2017 and 2016, the conversion price was adjusted to NT\$64.9 and NT\$67.2 per share, respectively.
If the closing price of the Group's common share exceeds 30% of the conversion price of the bonds payable for 30 consecutive days or the aggregate outstanding amounts of bonds payable is less than 10% of the amounts of original issuance, the Group has the right to redeem all of the outstanding bonds payable at face value during the period from one month after the issuance date (June 24, 2014) to 40 days before the maturity date (April 13, 2019).
At the end of the third year from the bond issuance date, bondholders have the right to request the Group to redeem the convertible bonds at face value.
The convertible bonds contain both liability and equity components. The equity components presented in equity under "capital surplus - option" of \$141,487 thousand. The liability components were recognized as embedded-derivative of \$4,989 thousand and nonderivative liability of \$1,849,108 thousand, respectively. The estimated fair value of derivative instrument as of September 30, 2017 resulted in gain of \$652 thousand.
| Proceeds from issuance (less transaction costs \$5,320 thousand) | 1,994,680 |
|---|---|
| Equity component | (141, 487) |
| Deferred tax assets | 904 |
| Derivative financial liability component | (4,989) |
| Liability component at the date of issue | 1,849,108 |
| Interest charged at an effective interest rate of 1.57% | 76,582 |
| Conversion of bonds payable | (1,697,248) |
| Liability component as of September 30, 2017 | 228,442 |
20. OTHER PAYABLES
| September 30, 2017 |
December 31, 2016 |
September 30, 2016 |
|
|---|---|---|---|
| Salaries payable and bonus payable (including employee compensations and remuneration of |
|||
| directors and supervisors) | 645,925 | \$689,305 | \$571,962 |
| Payable for construction and equipment | 1,964 | 3,281 | 1,718 |
| Other | 179,949 | 160,484 | 133,352 |
| 827,838 | 853,070 | 707,032 |
21. RETIREMENT BENEFIT PLANS
Employee benefit expenses in respect of the Group's defined benefit retirement plans were calculated using the actuarially determined pension cost discount rate as of December 31, 2016 and 2015. The amount were \$1,623 thousand, \$1,672 thousand, \$4,869 thousand and \$5,027 thousand for the three months ended September 30, 2017 and 2016 and for the nine months ended September 30, 2017 and 2016, respectively.
22. EQUITY
a. Ordinary share capital
| September 30, | December 31, | September 30, | |
|---|---|---|---|
| 2017 | 2016 | 2016 | |
| Number of shares authorized (in thousands) Shares authorized Number of shares issued and fully received |
450,000 4,500,000 |
450,000 4,500,000 |
450,000 4,500,000 |
| (in thousands) | 408,051 | 389,887 | 383,373 |
| Shares issued | 4,080,513 | 3,898,872 | 3,833,732 |
The authorized shares include 30,000 thousand shares allocated for the exercise of employee share options.
b. Capital surplus
| September 30, 2017 |
December 31, 2016 |
September 30, 2016 |
|
|---|---|---|---|
| May be used to offset a deficit, distributed as cash dividends, or transferred to share capital (Note) |
|||
| Additional paid-in capital | \$2,339,024 | 1,209,905 S |
1,014,804 S |
| Treasury share transactions | 171,229 | 165,059 | 165,059 |
| From merger | 146,976 | 146,976 | 146,976 |
| Used to offset a deficit only | |||
| Employee share options expired | 5,472 | 5,239 | 3,031 |
| Share of changes in capital surplus of | |||
| associates or joint ventures | 54,186 | 52,703 | 50,333 |
| Not be used for any purpose | |||
| Convertible bonds options | 16,582 | 102,614 | 113,940 |
| Employee share options | 111,721 | 90,459 | 83,795 |
| Employee restricted shares | 180,781 | 187,204. | 187,204 |
| 3,025,971 | 1,960,159 | 1,765,142 |
Such capital surplus may be used to offset a deficit; in addition, when the Corporation has no Note: deficit, such capital surplus may be distributed as cash dividends or transferred to share capital (limited to a certain percentage of the Corporation's capital surplus and once a year).
c. Retained earnings and dividend policy
In accordance with the amendments to the Company Act in May 2015, the recipients of dividends and bonuses are limited to shareholders and do not include employees. The shareholders held their regular meeting on June 7, 2016 and, in that meeting, had resolved amendments to the Corporation's Articles of Incorporation (the "Articles"), particularly the amendment to the policy on dividend distribution and the addition of the policy on distribution of employees' compensation.
Under the dividend policy as set forth in the amended Articles, where the Corporation made profit in a fiscal year, the profit shall be first utilized for paying taxes, offsetting losses of previous years, setting aside as legal reserve 10% of the remaining profit, setting aside or reversing special reserve in accordance with the laws and regulations, and then any remaining profit together with any undistributed retained earnings shall be used by the Corporation's board of directors as the basis for proposing a distribution plan, which should be resolved in the shareholders' meeting for distribution of dividends and bonus to shareholders. For the policies on distribution of employees' compensation and remuneration to directors and supervisors after amendment, please refer to d. Employees' compensation and remuneration of directors and supervisors 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.
The appropriation of earnings to the legal reserve shall be made until the legal reserve equals the Corporation's paid-in capital. The legal reserve may be used to offset deficits. If the Corporation has no 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.
Except for non-ROC resident shareholders, all shareholders receiving the dividends are allowed a tax credit equal to their proportionate share of the income tax paid by the Corporation.
The appropriations of earnings for 2016 and 2015 have been approved in the annual shareholders' meeting on June 8, 2017 and June 7, 2016, respectively. The appropriations and dividends per share were as follows:
| Dividend Per Share (NTS) | |||||
|---|---|---|---|---|---|
| For Fiscal Year 2016 |
For Fiscal Year 2015 |
For Fiscal Year 2016 |
For Fiscal Year 2015 |
||
| 171,994 | 123,656 | 2.4 | |||
| 1,314,425 | Appropriation of Earnings 910,200 |
3.3 |
d. Special reserves
At the first-time adoption of IFRSs, a proportionate share of the special reserve relating to exchange differences arising from the translation of the financial statements of foreign operations (including the subsidiaries of the Corporation) will be reversed on the Group's disposal of foreign operations; on the Group's loss of significant influence, however, the entire special reserve will be reversed. An additional special reserve should be appropriated for the amount equal to the difference between the net debit balance of the reserves and the special reserve appropriated at the first-time adoption of IFRSs. Any special reserve appropriated may be reversed to the extent that the net debit balance reverses and may thereafter be distributed.
e. 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) |
Carrying Amount |
Market Price |
|---|---|---|---|
| September 30, 2017 | |||
| Chroma Investment Co., Ltd. | 1,916 | \$35,714 | 200,178 |
| December 31, 2016 | |||
| Chroma Investment Co., Ltd. | 1,916 | \$35,714 | 144,435 |
| September 30, 2016 | |||
| Chroma Investment Co., Ltd. | 1,916 | 35,714 | 161,483 |
Forfeited employee restricted shares of 12 thousand were returned to the Corporation and canceled during this period.
Under the Securities and Exchange Act, the Corporation shall neither pledge treasury shares nor exercise shareholders' rights on these shares, such as rights to dividends and to vote. The subsidiaries holding treasury shares, however, retain shareholders' rights, except the rights to participate in any share issuance for cash and to vote.
23. ADDITIONAL INFORMATION ON EXPENSES
a. Finance costs
| For the Three Months Ended September 30 |
For the Nine Months Ended September 30 |
|||||
|---|---|---|---|---|---|---|
| 2017 | 2016 | 2017 | 2016 | |||
| Interest on bank loans Interest on convertible bonds |
\$ 10,375 961 11,336 |
\$ 10,738 6,539 17,277 |
S 29,321 6,189 35,510 |
\$ 27,285 20,180 47,465 |
||
| Amount included in the Less: cost of qualifying assets |
5,842 | 7,108 | 19,555 | 16,855 | ||
| 5,494 | 10,169 | 15,955 S |
30,610 S |
|||
| Capitalized interest | \$ 5,842 |
\$ 7,108 |
\$ 19,555 |
16,855 \$ |
||
| Capitalization rate | 1.58% | 1.58%-1.60% | 1.58% | 1.58%-1.60% |
b. Depreciation and amortization expense
| For the Three Months Ended September 30 |
For the Nine Months Ended September 30 |
|||||
|---|---|---|---|---|---|---|
| 2017 | 2016 | 2017 | 2016 | |||
| Depreciation of property, plant and equipment Amortization of intangible |
S 77,636 |
83,978 S |
233,853 S |
253,550 S |
||
| assets | 798 | 1,062 | 2,361 | 2,067 | ||
| 78,434 | 85,040 | \$236,214 | \$255,617 | |||
| Depreciation by function Operating costs Operating expenses |
\$ 23,086 54,550 |
\$ 31,045 52,933 |
75,378 158,475 |
100,429 153,121 |
||
| 77,636 | 83,978 S |
\$233,853 | \$253,550 | |||
| Amortization by function Operating expenses |
798 | 1,062 | 2,361 | 2,067 |
c. Employee benefits expense
| For the Three Months Ended September 30 |
For the Nine Months Ended September 30 |
|||||||
|---|---|---|---|---|---|---|---|---|
| 2017 | 2016 | 2017 | 2016 | |||||
| Short-term benefits | \$ | 777,147 | S | 697,682 | S | 2,190,220 | S | 1,957,217 |
| Share-based payments | ||||||||
| (Note 26) | 27,421 | 33,767 | 94,088 | 54,608 | ||||
| Post-employment benefits (Note 21) |
||||||||
| Defined contribution plans | 21,272 | 16,964 | 60,711 | 50,894 | ||||
| Defined benefit plans | 1,623 | 1,672 | 4,869 | 5,027 | ||||
| Other employee benefits | 17,726 | 15,589 | 45,740 | 43,244 | ||||
| S | 845,189 | 765,674 | \$2,395,628 | \$2,110,990 | ||||
| Summarized by function | ||||||||
| Operating costs | \$ | 156,849 | S | 130,915 | $\mathbb{S}$ | 433,992 | \$ | 384,366 |
| Operating expenses | 688,340 | 634,759 | 1,961,636 | 1,726,624 | ||||
| S | 845,189 | S | 765,674 | \$2,395,628 | S | 2,110,990 |
d. Employees' compensation and remuneration of directors and supervisors
The Corporation accrued its appropriation of employees' compensation and remuneration of directors and supervisors at the rates of 5%-20% and no higher than 1.5%, respectively, of net profit before income tax, employees' compensation, and remuneration of directors and supervisors. For the three months ended September 30, 2017 and 2016 and nine months ended September 30, 2017 and 2016, the accrual rates and accrued amounts were as follows:
| For the Three Months Ended September 30 | For the Nine Months Ended September 30 | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2017 | 2016 | 2017 | 2016 | ||||||
| Amount | Rate % | Amount | Rate % | Amount | Rate % | Amount | Rate % | ||
| Employees' compensation |
103,000 | 9.46 | \$103,000 | 13.40 | \$245,000 | 11.22 | \$240,000 | 13.22 | |
| Remuneration of directors and supervisors |
2,715 | 0.25 | 2,000 | 0.26 | 6,885 | 0.32 | 5,900 | 0.32 |
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.
The appropriations for employee's compensation and remuneration of directors and supervisors for 2016 and 2015 have been resolved by the board of directors on February 21, 2017 and February 23, 2016, respectively, were as below:
| For the Years Ended December 31 | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2016 | 2015 | |||||||
| Cash | Share | Cash | Share | |||||
| Employee's compensation Remuneration of directors and |
\$ 300,000 | S | $\blacksquare$ | \$135,000 | $\sim$ | |||
| supervisors | 8,000 | w. | 8,000 | ۷ |
There was no difference between the amounts of the employee's compensation and the remuneration of directors and supervisors and the respective amounts recognized in the consolidated financial statements for the years ended December 31, 2016 and 2015.
Information on the employee's compensation and remuneration of directors and supervisors resolved by the Corporation's board of directors in 2017 and 2016 is available at the Market Observation Post System website of the Taiwan Stock Exchange.
24. INCOME TAXES
a. Major components of income tax expense
| For the Three Months Ended September 30 |
For the Nine Months Ended September 30 |
||||
|---|---|---|---|---|---|
| 2017 | 2016 | 2017 | 2016 | ||
| Current tax | |||||
| In respect of the current | |||||
| period | 150,081 S |
110,554 S |
\$295,466 | \$250,671 | |
| Income tax on | |||||
| unappropriated earnings | ٠ | 20,687 | 17,620 | ||
| Adjustments for prior periods | (847) | (3) | (846) | (2,255) | |
| 149,234 | 110,551 | 315,307 | 266,036 | ||
| (Continued) |
| For the Three Months Ended September 30 |
For the Nine Months Ended September 30 |
|||||
|---|---|---|---|---|---|---|
| 2017 | 2016 | 2017 | 2016 | |||
| Deferred tax In respect of the current period |
46,041 S |
6,683 S |
69,406 S |
24,032 S |
||
| Income tax expense recognized in profit or loss |
195,275 | \$117,234 | \$384,713 | 290,068 S (Concluded) |
||
| Integrated income tax | ||||||
| September 30, 2017 |
December 31, 2016 |
September 30, 2016 |
||||
| Balance of imputation credit account (ICA) | \$246,036 | \$ 302,877 | \$217,978 | |||
| For the Years Ended December 31 |
||||||
| 2016 | 2015 | |||||
| Creditable ratio for distribution of earnings | 16.28% | 17.10% |
c. Income tax assessments
$b$ .
The Corporation's tax returns through 2014 had been assessed by the tax authorities.
The tax returns through 2015 of the Group's subsidiaries - Adivic Technology Co., Wei Kuang Automatic Equipment Co., Chroma Investment Co., Testar Electronic Corp., EVT Technology Co., Ltd. and Wei Da Electric Vehicle Co., Ltd. - had been assessed by the tax authorities.
The tax returns through 2014 of the Group's subsidiaries - Chroma New Material Corp., had been assessed by the tax authorities.
25. EARNINGS PER SHARE
Earnings and weighted average shares used to calculate earnings per share were as follows:
Net Profit for the Period
| For the Three Months Ended September 30 |
For the Nine Months Ended September 30 |
|||||||
|---|---|---|---|---|---|---|---|---|
| 2017 | 2016 | 2017 | 2016 | |||||
| Earnings used in the computation of basic earnings per share Effect of potentially dilutive ordinary shares: Interest on convertible bonds and |
S | 866,069 | \$ | 574,323 | S. | 1,670,319 | \$1,338,174 | |
| valuation gain on conversion option |
1,042 | 6,344 | 6,680 | 15,799 | ||||
| Earnings used in the computation of diluted earnings per share |
867.111 | 580,667 | 1.676.999 | 1.353,973 |
Shares
(In Thousands of Shares)
| For the Three Months Ended September 30 |
For the Nine Months Ended September 30 |
||||
|---|---|---|---|---|---|
| 2017 | 2016 | 2017 | 2016 | ||
| Weighted average number of ordinary shares used in the computation of basic earnings |
|||||
| per share | 403,161 | 378,357 | 395,228 | 377,804 | |
| Effect of potentially dilutive ordinary shares: |
|||||
| Convertible bonds | 3,853 | 25,761 | 8,405 | 26,809 | |
| Employees' compensation | 2,322 | 2,847 | 2,963 | 3,238 | |
| Employee share options | 3,649 | 2,258 | 3,279 | 1,821 | |
| Employee restricted shares | 2,385 | 1,665 | |||
| Weighted average number of ordinary shares used in the computation of diluted earnings |
|||||
| per share | 415.370 | 409.223 | 411.540 | 409,672 |
Since the Group offered to settle compensation paid to employees in cash or shares, the Group assumed the entire amount of the compensation would be settled in shares and the resulting potential shares were included in the weighted average number of shares outstanding used in the computation of diluted earnings per share, as the effect is dilutive. Such dilutive effect of the potential shares is included in the computation of diluted earnings per share until the number of shares to be distributed to employees is resolved in the following year.
26. 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 six years and exercisable at certain percentages subsequent to the second year of the grant date.
The related information for the units granted in March 2016 were as follow:
1) Number of options granted and exercise price:
| Number of options (in thousands) | 7.900 |
|---|---|
| Exercise prices per share on grant date (market value on grant | |
| date) | \$67.8 |
| Exercise prices per share as of the report date (adjusted based | |
| on the Corporation's employee share options plan) | \$63.4\$ |
2) The valuation inputs of Black-Scholes model were as follows:
| Vested Period | 2 Years | 3 Years | 4 Years |
|---|---|---|---|
| Expected volatility | 31.64% | 32.62% | 33.08% |
| Risk-free interest rate | 0.52% | 0.55% | 0.61% |
| Expected dividend rate | |||
| Expected life | 4 years | 4.5 years | 5 years |
| Fair value of stock options vested from grant date: 3) |
|||
| Vested Period | 2 Years | 3 Years | 4 Years |
| Fair value (NT\$ per unit) | \$17.37 | \$18.97 | \$20.30 |
Information on employee share options as of September 30, 2017, was as follows:
| For the Nine Months Ended September 30 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2017 | 2016 | ||||||||
| Number of Options (In Thousands) |
Weighted- average Exercise Price (NTS) |
Number of Options (In Thousands) |
Weighted- average Exercise Price (NTS) |
||||||
| Balance, beginning of the period Options granted |
11,538 | 60.2 S |
5,292 7,900 |
49.9 S 65.7 |
|||||
| Options exercised | (1,240) | 47.1 | (1, 287) | 49.1 | |||||
| Balance, end of the period | 10,298 | 59.5 | 11,905 | 59.9 | |||||
| Options exercisable, end of the period |
2.398 | 2,302 |
Compensation costs recognized were \$11,981 thousand, \$14,376 thousand, \$39,821 thousand and \$34,795 thousand for the three months ended September 30, 2017 and 2016 and for the nine months ended September 30, 2017 and 2016, respectively
b. Restricted shares for employees of the Corporation
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 was 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. Cash dividends from RSUs are not restricted during the vesting period. Cash dividends are appropriated to the employees' personal account from trust account after the dividend distribution date.
- c) Before the restricted shares are vested to the employees, the right of attendance, proposal, speech, voting and other rights of shareholders are acted by the custodian.
- d) The RSUs should be delivered to trust custodians upon grant date. The employees cannot request for return in any manner before vesting conditions are met.
- 3) If an employee fails to meet the vesting conditions, the Corporation will recall or buy back and cancel the restricted shares at issued price. If an employee voluntarily resigns, retires, disabled or decease due to occupational hazards, dismissed, be transferred to another post, violates labor contracts or working protocols substantially or abandons restricted shares, related guidelines of RSU Plan will be followed accordingly.
Information relating to outstanding employee restricted shares as of September 30, 2017 was as follows:
| For the Nine Months Ended September 30, 2017 |
|
|---|---|
| Restricted shares at the beginning of the period | 3,100 |
| Shares granted | 185 |
| Shares vested | (298) |
| Shares canceled | (12) |
| Restricted shares at the end of the period | 2,975 |
Compensation costs of share-based payment arising from the RSU Plan recognized were \$15,440 thousand, \$19,180 thousand, \$54,267 thousand and \$19,180 thousand for the three months ended September 30, 2017 and 2016 and for the nine months ended September 30, 2017 and 2016, respectively.
c. Employee share option plan of subsidiaries
Adivic Technology Co. granted its employees stock options of 1,360 thousand units in March 12, 2014, with each option eligible to subscribe for one common share of Adivic Technology Co. when exercised. The options are valid for eight years and exercisable at certain percentages subsequent to the second year of the grant date.
1) Information on employee share options was as follows:
| For the Nine Months Ended September 30 | |||||||
|---|---|---|---|---|---|---|---|
| 2017 | 2016 | ||||||
| Number of Options (In Thousands) |
Weighted- average Exercise Price (NTS) |
Number of Options (In Thousands) |
Weighted- average Exercise Price (NTS) |
||||
| Balance, beginning of the period Options forfeited |
785 | 10.0 S. |
930 (145) |
10.0 S |
|||
| Balance, end of the period | 785 | 10.0 | 785 | 10.0 | |||
| Options exercisable, end of the period |
Compensation costs recognized were \$211 thousand and \$633 thousand for the three months and nine months ended September 30, 2016, respectively.
27. BUSINESS COMBINATION
a. Subsidiary acquired
The Group bought 60% equity interest of Quantel Private Ltd. ("Quantel") in April 2016 and acquired control over Quantel, which was included in the consolidate financial statement since the date the Group acquired control over it.
b. Assets acquired and liabilities assumed at the date of acquisition
$\bar{\omega}$
| Quantel | |
|---|---|
| Current assets | |
| Cash and cash equivalents (net of bank overdrafts of \$16,733 | |
| thousand) | 20,341 S. |
| Trade receivables (net of allowance for doubtful accounts of | |
| \$1 thousand) | 42,177 |
| Debt Investments with no active market | 9,567 |
| Inventories | 13,736 |
| Other current assets | 951 |
| Noncurrent assets | |
| Property, plant and equipment, net | 40,129 |
| Refundable deposits | 800 |
| Current liabilities | |
| Short-term borrowings | (19,601) |
| Trade payables | (10,066) |
| Other payables | (2,359) |
| Income tax payable | (1, 380) |
| Current portion of long-term borrowings | (6,259) |
| Other current liabilities | (20) |
| Noncurrent liabilities | (11, 494) |
| Long-term borrowings | (223) |
| Deferred tax liabilities | |
| \$76,299 |
c. Intangible assets recognized on acquisition
| Quantel | |
|---|---|
| Consideration transferred Non-controlling interests Plus: Fair value of identifiable net assets acquired Less: |
\$76,590 30,520 (76, 299) |
| \$30,811 | |
| d. Net cash outflow on acquisition of subsidiaries | |
| Quantel | |
| Consideration paid in cash Less: Cash and cash equivalent balances acquired |
\$(76,590) |
| 20,341 \$ (56,249) |
|
| e. Impact of acquisitions on the results of the Group |
The results of acquires since the acquisition date included in the consolidated statement of comprehensive income were as follows:
| For the Nine Months Ended September 30, 2016 |
|
|---|---|
| Revenue | \$96,197 |
| Profit | 1,002 |
Had this business combination been in effect at the beginning of the annual reporting period, the Group's revenue from operations would have been \$8,887,558 thousand, and the profit from operations would have been \$1,308,023 thousand for the nine months ended September 30, 2016. This pro-forma information is for illustrative purposes only and is not necessarily an indication of revenue and results of operations of the Group that actually would have been achieved had the acquisition been completed on January 1 of the acquisition year, nor is it intended to be a projection of future results.
In determining the pro-forma revenue and profit of the Group had Quantel been acquired at the beginning of the current reporting period, the management performed the following:
- 1) Calculated depreciation of plant and equipment acquired on the basis of the fair values at the initial accounting for the business combination rather than the carrying amounts recognized in the pre-acquisition financial statements; and
- 2) Calculated borrowing costs on the funding levels, credit ratings and debt/equity position of the Group after the business combination.
28. 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.
29. FINANCIAL INSTRUMENTS
a. Fair value of financial instruments that are not measured at fair value
Management believes the carrying amounts of financial assets and financial liabilities recognized in the consolidated financial statements approximate their fair values or their fair value could not be assessed reliably.
- b. Fair value of financial instruments that are measured at fair value on a recurring basis
- 1) Fair value hierarchy
| Level 1 | Level 2 | Level 3 | Total | |
|---|---|---|---|---|
| September 30, 2017 | ||||
| Financial assets at FVTPL Domestic securities Listed equity securities Derivative instruments |
S 8,693 8,693 S |
\$ 234 S 234 |
S \$ |
8,693 S 234 8,927 |
| Available-for-sale financial assets Domestic securities Listed equity securities |
\$ 258,900 |
\$ | S | 258,900 S |
| Open-end beneficiary certificate |
1,541,789 1,800,689 |
\$ | 1,541,789 1,800,689 |
|
| December 31, 2016 | ||||
| Financial assets at FVTPL Domestic securities Listed equity securities Investment in debt |
\$ 7,453 |
\$ | S | \$ 7,453 |
| instrument Derivative instruments |
983 | 725 | 983 725 |
|
| 8,436 | 725 | 9,161 (Continued) |
| Level 1 | Level 2 | Level 3 | Total | ||
|---|---|---|---|---|---|
| Available-for-sale financial assets |
|||||
| Domestic securities Listed equity securities Open-end beneficiary |
$\mathbb S$ 314,233 |
\$ | S | S 314,233 |
|
| certificate | 2,291,504 | 2,291,504 | |||
| \$2,605,737 | \$ | S | \$2,605,737 | ||
| September 30, 2016 | |||||
| Financial assets at FVTPL Domestic securities Listed equity securities |
S 7,705 |
\$ | S | \$ 7,705 |
|
| Investment in debt instrument Derivative instruments |
980 | 2,899 | 980 2,899 |
||
| 8,685 S |
\$ 2,899 |
11,584 | |||
| Available-for-sale financial assets Domestic securities |
|||||
| Listed equity securities Open-end beneficiary |
300,104 $\mathbb{S}$ |
$\mathbb S$ | $\mathbb{S}$ | \$ 300,104 |
|
| certificate | 2,613,213 | 2,613,213 | |||
| \$2,913,317 | \$ | 2,913,317 (Concluded) |
There were no transfers between Levels 1 and 2 for the nine months ended September 30, 2017 and 2016.
2) Valuation techniques and inputs applied for the purpose of measuring level 2 fair value measurement
| Financial Instruments | Valuation Techniques and Inputs | ||||
|---|---|---|---|---|---|
| Derivatives - convertible bonds | 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. |
c. Categories of financial instruments
| September 30, 2017 |
December 31, 2016 |
September 30, 2016 |
||||
|---|---|---|---|---|---|---|
| 笺 Financial assets |
||||||
| Fair value through profit or loss Loans and receivables (1) Available-for-sale financial assets (2) |
\$ | 8,927 9,147,886 1,995,660 |
\$ 9,161 6,701,119 2,804,386 |
S | 11,584 5,982,807 3,111,713 |
|
| Financial liabilities | ||||||
| Amortized cost (3) | 6,867,683 | 6,677,320 | 6,827,304 |
- 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 (other current assets), and refundable deposits.
- 2) The balances included the carrying amount of available-for-sale financial assets measured at cost.
- 3) The balances included financial liabilities measured at amortized cost, which comprise short-term loans, short-term bills payable, notes payable, trade payables, other payables, bonds issued, long-term loans (including current portion of long-term borrowings) and guarantee deposits received.
- d. Financial risk management objectives and policies
The Group's major financial instruments consist of equity and debts investments, cash and cash equivalents, receivables, long-term and short-term borrowings, short-term bills payable, 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 33.
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 \$235,521 thousand and \$114,433 thousand for the nine months ended September 30, 2017 and 2016, respectively. The 5% sensitivity rate is used when reporting foreign currency risk internally to key management personnel and represents management's assessment of the reasonably possible change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency-denominated monetary items and their translation at period-end is adjusted for a 5% change in foreign-currency rates.
b) Interest rate risk
The Group is exposed to interest rate risk because entities in the Group borrow funds both at fixed and floated interest rates. The Group evaluates hedging activities regularly to align with interest rate views and defined risk appetite and ensures that the most cost-effective hedging strategies are applied.
The carrying amounts of the financial assets and liabilities with exposure to interest rates at the end of the reporting period were as follows:
| September 30, 2017 |
December 31, 2016 |
September 30, 2016 |
||||
|---|---|---|---|---|---|---|
| Fair value interest rate risk | ||||||
| Financial assets | \$2,423,328 | 753,729 | 887,277 | |||
| Financial liabilities | 2,321,253 | 1,709,000 | 2,012,847 | |||
| Cash flow interest rate risk | ||||||
| Financial assets | 2,782,747 | 2,768,557 | 1,761,427 | |||
| Financial liabilities | 1,753,756 | 2,068,247 | 2,313,586 |
Sensitivity analysis
The sensitivity analysis below has been determined on the basis of the exposure to interest rates for both derivative and nonderivative instruments at balance sheet dates. For floating rate liabilities, the analysis was prepared assuming the amount of the liability outstanding at the balance sheet dates was outstanding for the entire period. 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 nine months ended September 30, 2017 and 2016 would have decreased/increased by \$3,859 thousand and \$2,071 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 arising from the following:
- i. Investment in available-for-sale financial assets (mainly investment in open-end beneficiary certificates and listed stocks in Taiwan), which are held for strategic rather than trading purposes. The Group does not actively trade these investments.
- ii. Financial assets at fair value through profit or loss (mainly investment in listed stocks in Taiwan).
The Group manages risk through holding various portfolios of investments and having every equity investment get prior approval from the Group's management.
Sensitivity analysis
Had equity prices been 5% higher/lower, the pre-tax profit would have increased/decreased by \$435 thousand and \$434 thousand as a result of the changes in fair values of financial assets held by the Group for trading purposes for the nine months ended September 30, 2017 and 2016, respectively; and other comprehensive income would have increased/decreased by \$90,034 thousand and \$145,666 thousand because of changes in fair values of available-for-sale financial assets held by the Group for the nine months ended September 30, 2017 and 2016, respectively.
2) Credit risk
Credit risk refers to the risk that counterparty will default on its contractual obligations resulting in financial loss to the Group. As at the end of the reporting period, the Group's maximum exposure to credit risk which will cause a financial loss to the Group due to failure of counterparties to discharge an obligation and financial guarantees provided by the Group, could arise from:
- 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 accounts receivable, including the evaluation of internal credits, historical transaction records, present economic circumstances, etc. which affect the customers' payment ability.
The credit risk of bank deposits, fixed-income financial instruments and other financial instruments are evaluated, managed and controlled by the Group's financial department. The Group's exposure to credit risk was limited because the Group adopted a policy of only dealing with creditworthy counterparties.
3) Liquidity risk
The Group manages liquidity risk by managing and maintaining sufficient cash and cash equivalents to supply the Group's demand and mitigate the effects of fluctuations in cash flow. The Group continuously monitors the use of credit lines and conformity to loan terms.
The Group relies on bank borrowings as a significant source of liquidity. As of September 30, 2017, December 31, 2016 and September 30, 2016, the Group's available unutilized bank loan facilities were \$1,682,630 thousand, \$3,332,475 thousand and \$2,714,110 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 non-derivative financial liabilities were based on the agreed repayment dates.
| September 30, 2017 | |||||||
|---|---|---|---|---|---|---|---|
| Within 1 Year | 1 to 5 Years | More Than 5 Years |
|||||
| Non-derivative financial liabilities | |||||||
| Non-interest bearing Convertible bonds Fixed interest rate instruments Floating interest rate instruments |
\$2,791,832 1,996,178 1,238,176 |
\$ 234,400 102,227 553,768 |
\$ 3,464 8,346 |
||||
| \$6,026,186 | 890,395 | 11,810 S |
|||||
| December 31, 2016 | |||||||
| Within 1 Year | 1 to 5 Years | More Than 5 Years |
|||||
| Non-derivative financial liabilities | |||||||
| Non-interest bearing Convertible bonds Fixed interest rate instruments Floating interest rate instruments |
\$2,899,218 204,260 837,435 |
\$ 1,450,500 116,998 1,238,436 |
\$ 4,640 35,383 |
||||
| \$3,940,913 | \$2,805,934 | 40,023 | |||||
| September 30, 2016 | |||||||
| Within 1 Year | 1 to 5 Years | More Than 5 Years |
|||||
| Non-derivative financial liabilities | |||||||
| Non-interest bearing Convertible bonds Fixed interest rate instruments Floating interest rate instruments |
\$2,500,024 310,616 1,135,903 |
\$ 1,610,600 138,145 1,223,241 |
\$ 42,128 |
||||
| \$3,946,543 | \$2,971,986 | 42,128 S |
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.
30. TRANSACTIONS WITH RELATED PARTES
a. The related parties and relationships with the Group were as follows:
| Related Party | Relationship with the 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 Shanghai") | Associate |
| Dynascan Technology Inc. ("Dynascan USA") | Associate |
| Dynascan Japan Inc. ("Dynascan Japan") | Associate |
| Mou Kuan Industry Co., Ltd. ("Mou Kuan") | Other related party |
| Quantel Global Co., Ltd. (Quantel Thailand) | Other related party |
| Quantel Global Vietnam Co., Ltd. (Quantel Vietnam) | Other related party |
| Quantel Technologies India Pvt Ltd. (Quantel India) | Other related party |
| Quantel Global Sdn Bhd (Quantel Malaysia) | Other related party |
| Quantel Global Philippines Corporation (Quantel Philippines) | Other related party |
| PT Quantel (Quantel Indonesia) | 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 |
For the Three Months Ended September 30 |
For the Nine Months Ended September 30 |
||||||
|---|---|---|---|---|---|---|---|---|
| 2017 | 2016 | 2017 | 2016 | |||||
| 5,333 | 4,235 | 14,835 | 15,617 | |||||
| Other related parties | 24,889 | 38,111 | ||||||
| 30.222 | 4.235 | 52,946 | 15.617 |
c. Purchase
| For the Three Months Ended September 30 |
For the Nine Months Ended September 30 |
|||||||
|---|---|---|---|---|---|---|---|---|
| Related Party Categories | 2017 | 2016 | 2017 | 2016 | ||||
| Associates Other related parties |
6,014 7,283 |
6,661 1,778 |
20,495 13,275 |
14,337 7,455 |
||||
| 13,297 | 8.439 | 33,770 | 21,792 |
d. Receivables from related parties (excluding loans to related parties)
| Line Items | Related Party Categories |
September 30, 2017 |
December 31, 2016 |
September 30. 2016 |
|---|---|---|---|---|
| Trade receivables - related parties |
Associates Other related parties |
6,663 61,085 |
7,890 | \$10,711 |
| 67,748 | 7,890 | 10,711 |
The outstanding trade receivables from related parties were unsecured. For the nine months ended September 30, 2017 and 2016, no impairment losses were recognized for trade receivables from related parties.
e. Payables to related parties (excluding loans from related parties)
| Line Items | Related Party Categories |
September 30, 2017 |
December 31, 2016 |
September 30, 2016 |
|---|---|---|---|---|
| Notes payable - related parties |
Other related parties | 8,063 | 2,595 | 1,779 |
| Trade payables - related parties |
Associates Other related parties |
6,486 | \$11,753 60 |
5,409 |
| 6,491 | \$11,813 | 5.412 |
The outstanding trade payables from related parties were unsecured.
f. Others
| Related Party | For the Three Months Ended September 30 |
For the Nine Months Ended September 30 |
|||
|---|---|---|---|---|---|
| Line Items | Categories | 2017 | 2016 | 2017 | 2016 |
| Rental income | Associates | 315 | S 315 |
945 | 945 |
| Rental cost | Other related parties |
\$3,150 | 3,150 S |
\$9,450 | 9,450 \$ |
| Administration | Associates | \$ 4,764 |
\$ 3,430 |
S 4,767 |
3,460 \$ |
| expense | Other related parties |
8,342 | 21,741 | ||
| 13,106 | 3,430 | \$26,508 | 3,460 |
g. Compensation of key management personnel
| For the Three Months Ended September 30 |
For the Nine Months Ended September 30 |
|||
|---|---|---|---|---|
| 2017 | 2016 | 2017 | 2016 | |
| Short-term employee benefits Post-employment benefits |
41,894 582 |
36,019 525 |
98,394 1,685 |
91,929 1,571 |
| 42,476 | 36.544 | 100,079 | 93,500 |
The remuneration of directors and key executives was determined by the remuneration committee based on the performance of individuals and market trends.
31. ASSETS PLEDGED
The assets pledged as collaterals for bank loans and for product warranty were as follows:
| September 30, 2017 |
December 31, 2016 |
September 30, 2016 |
||
|---|---|---|---|---|
| Property, plant and equipment, net | ||||
| Used bank loans | 331,091 | 359,796 | 333,794 | |
| Unused bank loans | 709,661 | 715,395 | 717,306 | |
| Debt investments with no active market | 738,073 | 6.078 | 7,572 | |
| 1,778,825 | 1,081,269 | 1,058,672 |
32. OTHER SIGNIFICANT EVENTS
On January 17, 2012, the Corporation, Dynapack International Corporation and Heran Tech. Co., Ltd. won a bid for the ownership of land and the building and related facilities to be built on the land pertaining to "The Action Plan for Developing Land Surrounding the MRT Airport Station to Improve Civilians' Life," which had been reviewed and approved by the Ministry of the Interior (MOI).
The total bid price was \$10,088,890 thousand, covering land with an area of 222,300 square meters. As a result of winning the above bid, the Corporation acquired 35%, or 77,805 square meters, of a certain piece of land for \$3,531,112 thousand. On April 18, 2012, the Corporation signed the land purchase contract with the MOI; the payment schedule for this purchase is as follows:
- a. The first installment of the bid amount (10% of the total bid amount, or \$353,111 thousand) should be paid within 10 days from the contract date. The Corporation paid the first installment using the bid deposit (\$353,040 thousand) and by adding cash.
-
b. To meet the schedule for zone expropriation, the Corporation should pay the second installment (30% of the total bid amount) within 10 days of receiving the payment notice from the MOI. The MOI will approve the Corporation's land usage rights as the payment is made. On September 3, 2013, the Corporation has paid the second installment \$1,059,333 thousand.
-
c. To help the MOI provide the compensations for land expropriation and complete the demolition and relocation of structures on the land, the Corporation should pay the third installment (40% of the total bid amount) within 10 days of the payment notice from the MOI. The MOI will then check with the Corporation to see if the demolition and relocation are completed as the payment is made. In November 2015 and July 2016, the Corporation has paid the first part of the third installments \$536,729 thousand and remaining part of the third installment \$875,716 thousand, respectively.
- d. The Corporation should accomplish the following things within four years from the time of obtaining the approval of the land usage rights:
- 1) Open up the main road system and build related public facilities.
- 2) Acquire the building license for over 50% percent of all industrial land and register with the authorities to go into operation.
After completing the above requirements, the Corporation should apply to the MOI for the approval to acquire real property rights to the structures and facilities built. The Corporation should pay the fourth installment (20% of the total bid amount) within 10 days upon obtaining the approval and receipt of the payment notice from the MOI. The MOI will issue the transfer-certificate of property rights over the land.
The Corporation has agreed to comply with the MOI's requirement for the MOI's placing of caution on undeveloped land before ownership of real property is turned over to the Corporation. The MOI will cancel this caution once it determines that the Corporation has completed all the required land development, building and facility construction and land improvements.
33. 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:
September 30, 2017
| Foreign Currencies |
Exchange Rate | Carrying Amount |
|
|---|---|---|---|
| Financial assets | |||
| Monetary items | |||
| USD | $\mathbb{S}$ 191,417 |
30.260 | \$5,792,289 |
| RMB | 449,471 | 4.551 | 2,045,544 |
| \$7,837,833 | |||
| Financial liabilities | |||
| Monetary items | |||
| USD | 82,997 | 30.260 | \$2,511,497 |
| RMB | 135,333 | 4.551 | 615,901 |
| 3,127,398 \$ |
December 31, 2016
| Foreign Currencies |
Exchange Rate | Carrying Amount |
||
|---|---|---|---|---|
| Financial assets | ||||
| Monetary items USD RMB |
S | 103,269 210,140 |
32.250 4.617 |
\$3,330,406 970,216 \$4,300,622 |
| Financial liabilities | ||||
| Monetary items USD RMB |
45,979 58,617 |
32.250 4.617 |
\$1,482,824 270,634 \$1,753,458 |
|
| September 30, 2016 | ||||
| Foreign Currencies |
Exchange Rate | Carrying Amount |
||
| Financial assets | ||||
| Monetary items USD RMB |
\$ | 100,486 187,697 |
31.360 4.693 |
\$3,151,241 880,864 \$4,032,105 |
| Financial liabilities | ||||
| Monetary items USD RMB |
47,115 56,663 |
31.360 4.693 |
\$1,477,527 265,918 |
For the three months ended September 30, 2017 and 2016, (realized and unrealized) net foreign exchange gains (losses) were \$14,450 thousand and \$(87,054) thousand, respectively. For the nine months ended September 30, 2017 and 2016, (realized and unrealized) net foreign exchange losses were \$(76,447) thousand and \$(108,201) thousand, respectively. It is impractical to disclose net foreign exchange gains (losses) by each significant foreign currency due to the variety of the foreign currency transactions and functional currencies of the group entities.
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 controlled entities): Table 3 (attached)
- 4) Marketable securities acquired and disposed of at costs or prices of at least NT\$300 million or 20% of the paid-in capital: None.
- 5) Acquisitions of individual real estate at costs of at least NT \$300 million or 20% of the paid-in capital: None.
- 6) Disposal of individual real estate at prices of at least NT\$300 million or 20% of the paid-in capital: None.
- 7) Total purchases from or sales to related parties amounting to at least NT\$100 million or 20% of the paid-in capital: Table 4 (attached)
- 8) Receivables from related parties amounting to at least NT\$100 million or 20% of the paid-in capital: Table 5 (attached)
- 9) Trading in derivative instruments: Note 7 and Note 19.
- 10) Others: Intercompany relationships and significant intercompany transactions: Table 6 (attached)
- 11) Information on investees: Table 7 (attached)
- b. Information on investments in mainland China
- 1) Information on any investee company in mainland China, showing the name, principal business activities, paid-in capital, method of investment, inward and outward remittance of funds, ownership percentage, net income of investees, investment income or loss, carrying amount of the investment at the end of the period, repatriations of investment income, and limit on the amount of investment in the mainland China area: Table 8 (attached)
-
2) Any of the following significant transactions with investee companies in mainland China, either directly or indirectly through a third party, and their prices, payment terms, and unrealized gains or losses:
- a) The amount and percentage of purchases and the balance and percentage of the related payables at the end of the period: Table 4 (attached)
- b) The amount and percentage of sales and the balance and percentage of the related receivables at the end of the period: Table 4 (attached)
- c) The amount of property transactions and the amount of the resultant gains or losses: None.
- d) The balance of negotiable instrument endorsements or guarantees or pledges of collateral at the end of the period and the purposes: None.
-
e) The highest balance, the end of period balance, the interest rate range, and total current period interest with respect to financing of funds: None.
- f) Other transactions that have a material effect on the profit or loss for the period or on the financial position, such as the rendering or receiving of services: None.
35. SEGMENT INFORMATION
Information reported to the chief operating decision maker for the purpose of resource allocation and assessment of segment performance focuses on types of products delivered or services provided. The Group's reportable segments are as follows:
- a. Special materials department.
- b. Test instrument department.
- c. Automatic equipment department.
- d. Other
- 1) Segment revenues and results
| Special Materials Department |
Test Instrument Department |
Automatic Equipment Department |
Other | Elimination | Total | |
|---|---|---|---|---|---|---|
| For the nine months ended September 30, 2017 |
||||||
| Revenue from external customers Inter-segment revenue |
\$1,528,212 | 7.241.401 s 4,961,134 |
599,804 s 36.182 |
317,170 S 7.877 |
S (5.005.193) |
\$9,686,587 9,686,587 |
| Segment revenue Consolidated revenue |
1.528.212 | \$12.202.535 | 635.986 | 325.047 | \$ (5.005.193) | \$9,686,587 |
| Segment income Non-operating income and expenses |
28.161 | \$1.758.676 | 207.838 s. |
(42.985) | 40,026 | 1.991,716 s 51.585 |
| Profit before tax | \$2.043,301 | |||||
| For the nine months ended September 30, 2016 |
||||||
| Revenue from external customers Inter-segment revenue |
1,657,724 S |
6,640.152 s 4.183.569 |
264,234 S 317,777 |
287.225 s 6.479 |
S (4.507.825) |
8,849,335 S |
| Segment revenue | 1.657.724 | \$10.823.721 | 582.011 s |
293.704 | \$(4.507.825) | 8.849.335 |
| Consolidated revenue | 8.849.335 s |
|||||
| Segment income Non-operating income and expenses |
41,020 | \$1.568.720 | 73,672 | (90.417) | 33.212 | S 1,626,207 (25.756) |
| Profit before tax | \$1,600,451 |
The sales between segments are based on fair value.
The above revenue were generated through transactions with external customers and among segments. The inter-segment revenue for the nine months ended September 30, 2017 and 2016 had been adjusted and eliminated from the consolidated financial statements.
Segment profit represented profit before tax earned by each segment, excluding remuneration of directors, share of profits or loss of associates and joint ventures, 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
| September 30, 2017 |
December 31, 2016 |
September 30, 2016 |
|
|---|---|---|---|
| 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 |
S 953,272 18,551,981 2,085,921 573,196 (4, 539, 387) 17,624,983 4,042,330 21,667,313 |
S 1,004,283 15,208,838 956,187 544,420 (3, 154, 573) 14,559,155 4,073,623 \$18,632,778 |
S 913,728 14,615,017 1,241,044 558,846 (3,624,243) 13,704,392 4,312,266 18,016,658 S |
| Segment liabilities | |||
| Special materials department Test instrument department Automatic equipment department Other Adjustments and eliminations Total segment liabilities Borrowings and other unallocated liabilities |
$\mathbb{S}$ 645,094 5,520,138 2,150,259 254,224 (3,589,138) 4,980,577 4,336,717 |
S 739,152 5,163,648 448,542 268,292 (2,739,124) 3,880,510 3,964,417 |
\$ 661,935 4,853,850 732,714 285,580 (3, 276, 763) 3,257,316 4,510,429 |
| Consolidated total liabilities | 9,317,294 S |
7,844,927 S |
7,767,745 |
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.
FINANCING PROVIDED TO OTHERS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2017
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Aggregate Financing Limit |
$\begin{array}{c}\n 8 \ 2,429,007 \ \text{(Note 2)} \ 2,429,007 \ \text{(Note 2)} \ \text{(Note 2)}\n \end{array}$ | 89,574 (Note 4) |
||
|---|---|---|---|---|
| Financing Limit for Each Borrower |
$\begin{array}{c c c} \text{-} & \text{5} & \text{1214,503} & \text{3} \ \text{(Note 1)} & & \ \text{1,214,503} & & \ \text{(Note 1)} & & \ \text{(Note 1)} & & \ \text{(Note 2)} & & \ \text{(Note 3)} & & \ \text{(Note 4)} & & \ \text{(Note 5)} & & \ \text{(Note 6)} & & \ \text{(Note 6)} & & \ \text{(Note 6)} & & \ \text{(Note 6)} & & \ \text{(Note 7)} & & \ \text{(Note 7)} & & \ \text{(Note 8)} & & \ \text{(Note 9)} & & \ \text{(Note 1)} & & \ \text{($ | 44,787 (Note 3) |
||
| Collateral | Value | |||
| Item | ||||
| Mowance | mpairment Loss |
|||
| Nature of Business Reasons for Financing Transaction Short-term (Note 6) Amounts Financing |
304,132 | 133,686 | 9,387 | |
| Interest Rate |
3.25% | |||
| Actual Borrowing Amount |
$117,607$ S 117,607 | 36,359 | ||
| Ending Balance |
49,435 | |||
| Highest Balance for the Period |
117,607 | 49,435 | 15,205 | |
| Related | ||||
| Statement Account Parties Financial |
Other receivables | Other receivables | Other receivables | |
| Borrower | Chroma Systems | Chroma Japan Corp. Solutions, Inc. |
||
| Lender | The Corporation | Chroma Electronics Chroma ATE (Suzhou) (Shenzhen) Co., Ltd. Ltd. |
||
| No. |
Note 1: Based on 10% of the net value of the Corporation.
Based on 20% of the net value of the Corporation. Note 2: Based on 10% of the net value calculated on the latest financial statements of borrowing company that have been audited. Note 3: Based on 20% of the net value calculated on 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\$30.26, RMB1=NT\$4.551 and JPY1=NT\$0.269 as of September 30, 2017. Note 5:
Financing provided: Note 6:
a. For transactions.
b. For short-term financing.
ENDORSEMENTS/CUARANTEES PROVIDED
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2017
(In Thousands of New Taiwan Dollars or Foreign Currency, Unless Stated Otherwise)
| indorsement | companies in Guarantee Given on Behalf of Mainland China |
||||||
|---|---|---|---|---|---|---|---|
| Guarantee Given by Subsidiaries on Behalf of Endorsement Parent |
|||||||
| ndorsement ubsidiaries Guarantee Given by Parent on Behalf of |
|||||||
| indorsement Aggregate Guarantee Limit (Note 2) |
3,643,510 3,643,510 3,643,510 3,643,510 3,643,510 |
||||||
| Ratio of | Net Equity in Guarantee to Accumulated Endorsement Statements Financial Latest |
0.50% 0.38% 0.0.4% 0.75% |
|||||
| Guaranteed by Endorsed Collateral Amount |
|||||||
| Sorrowing Amount Actual |
i0,520 10,760 |
||||||
| Guarantee at the End of the ndorsement Jutstanding Period |
60,520 34,600 44,623 91,020 |
||||||
| Maximum Amount Endorsed/ Guaranteed During the Period |
60,520 34,600 44,623 91,020 |
||||||
| Limits on | Behalf of Each Endorsement Guarantee Given on Party (Note 1) |
1,821,755 1,821,755 1,821,755 1,821,755 1,821,755 |
|||||
| Relationship | Subsidiary | Subsidiary | Subsidiary | Subsidiary | Subsidiary | ||
| Endorsee/Guarantee | Name | Chroma USA | Chroma Japan Corp. | Quantel Private Ltd. | Chroma ATE Europe B.V. | Chroma ATE (Suzhou) Ltd. | |
| Guarantor Endorser/ |
The Corporation | ||||||
| Ź. |
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 Corporati
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 above amounts were translated into New Taiwan dollars at the exchange rate of US\$1=NT\$30.26, RMB1=NT\$4.551, JPY1=NT\$0.269 as of September 30, 2017.
TABLE3
CHROMA ATE INC. AND SUBSIDIARIES
MARKETABLE SECURITIES HELD (EXCLUDING INVESTMENT IN SUBSIDIARIES, ASSOCIATES AND JOINT CONTROLLED ENTITIES)
SEPTEMBER 30, 2017
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Relationship | September 30, 2017 | |||||||
|---|---|---|---|---|---|---|---|---|
| Holding Company Name | Type and Name of Marketable Securities | Company with the Holding |
Financial Statement Account | Shares/Units (Thousands) |
Carrying Amount |
Ownership Percentage ð |
Fair Value (Note) |
Note |
| The Corporation | The RSIT Enhanced Money Market Fund Yuanta Wan Tai Money Market Fund Mega Diamond Money Market Fund Fund |
Available for sale financial assets - current Available for sale financial assets - current Available for sale financial assets - current |
40,467 24,722 18,863 |
503,900 283,850 293,961 $\mathbf{v}$ |
$\mathbf{r}$ $\pmb{\ast}$ |
503,900 283,850 293,961 s |
$\mathbf{L}$ $\blacksquare$ |
|
| WI Harper INC Fund VII LP Jih Sun Money Market Fund |
٠ | Financial assets measured at cost - non-current Available for sale financial assets - current |
15,375 | 226,200 10,152 |
$\pmb{\ast}$ $\cdot$ |
226,200 | $1 - 1$ | |
| Chunghwa Telecom Co., Ltd. DynaColor, Inc. Stocks |
Available for sale financial assets - non-current Available for sale financial assets - non-current |
6,050 412 |
43,094 215,391 |
6.2 $\pmb{\cdot}$ |
43,094 215,391 |
¥. | ||
| China Communications Media Group Co., Ltd. WK Technology Fund IX Ltd. |
Available for sale financial assets - non-current Financial assets measured at cost - non-current |
26 4,614 |
46,140 415 |
4.6 ï |
415 | $\bullet$ | ||
| Tian Zheng International Precision Machinery Co., Ltd. Twoway Catv Service Inc. |
Financial assets measured at cost - non-current Financial assets measured at cost - non-current Financial assets measured at cost - non-current |
3,561 2,300 1,152 |
39,218 33,000 11,520 |
4.4 9.7 |
$\mathbf{r}$ $\pmb{\imath}$ |
|||
| WK Technology Fund IV Ltd. WK Technology Fund VI Ltd. TFBS Bioscience Inc. |
Financial assets measured at cost - non-current Financial assets measured at cost - non-current |
903 2,000 |
20,000 9,032 |
1.4 15.7 |
$\pmb{\cdot}$ | |||
| Chroma New Material Corp. | The RSIT Enhanced Money Market Fund Fuh Hwa You Li Money Market Fund Fund |
Available-for-sale financial assets - current Available-for-sale financial assets - current |
6,829 1,154 |
91,456 13,722 |
٠ $\cdot$ |
91,456 13,722 |
||
| Chroma Investment Co., Ltd. | Hua Nan Kirin Money Market Fund Fund |
Available-for-sale financial assets - current | 5,768 | 68,615 | ٠ | 68,615 | ||
| Adlink Technology Inc. Stocks |
Financial assets at fair value through profit or loss - current Financial assets at fair value through profit or loss - current |
68 85 |
4,440 4,253 |
i. $\pmb{\ast}$ |
4,440 4,253 |
×. × |
||
| Cosmactive Broadband Networks Co., Ltd. Prance System Technology Co., Ltd. Fei Hong Industrial Co., Ltd. Greatek Electronics Inc. Chroma ATE Inc. |
The Corporation ï |
Available for sale financial assets - non-current Financial assets measured at cost - non-current Financial assets measured at cost - non-current Financial assets measured at cost - non-current |
1,916 4,174 26 $\Xi$ |
200,178 17,175 $\frac{10}{2}$ |
$\frac{0.5}{0.3}$ $\ddot{.}$ 5.1 |
200,178 | × $\mathbf{1}$ $\Gamma$ |
|
| Adivic Technology Co. | Cathay Taiwan Money Market Fund Fund |
Available for sale financial assets - current | 4,856 | 60,085 | ł | 60,085 | ||
| Chen Hwa Technology Inc. | Hangzhou New Material Chroma Co., Ltd. Stocks |
Financial assets measured at cost - non-current | , | 8,624 | 19.0 | |||
Note: The fair value of open-end beneficiary certificates and listed market securities based on the net asset value and closing price as of September 30, 2017.
$-53 -$
$\underline{\texttt{TABLE4}}$ $^\circ$
$\hat{\mathbf{e}}$
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 NINE MONTHS ENDED SEPTEMBER 30, 2017
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Chroma ATE Europe B.V. Neworld Electronics Ltd. The Corporation The Corporation The Corporation Chroma USA Company Name |
Related Party | Relationship | Transaction Details | Abnormal Transaction | Receivable (Payable) | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Neworld Electronics Ltd. The Corporation The Corporation |
Purchase (Sale) |
Amount | $\frac{9}{6}$ to Total |
Payment Terms | Unit Price | Payment Terms | Balance Ending |
$\frac{9}{6}$ to Total |
Note | ||
| Subsidiary | (Sale) | \$(1,376,449) | (23) | Net 90 days after delivery | f, | 646,266 69 |
$\overline{21}$ | ||||
| Parent company | Purchase | 1,376,449 | 100 | Net 90 days after delivery | (646, 266) | (100) | |||||
| Chroma USA | Subsidiary | (Sale) | (777, 738) | (13) | Net 180 days after delivery | Note | 412,725 | $\overline{13}$ | ١ | ||
| Chroma ATE Europe B.V. The Corporation The Corporation |
Parent company | Purchase | 777,738 | 100 | Net 180 days after delivery | Note | (412, 725) | (100) | ١ | ||
| Subsidiary | (Sale) | (240, 236) | $\widehat{E}$ | Net 90 days after delivery | 1 | 154,930 | S | ||||
| Parent company | Purchase | 240,236 | 100 | Net 90 days after delivery | (154, 930) | (100) | r | ||||
| Chroma Electronics (Shenzhen) Co., Ltd. Subsidiary | (Sale) | (441,771) | $\widehat{c}$ | Net 90 days after monthly closing | 215,834 | $\overline{ }$ | |||||
| Chroma Electronics (Shenzhen) Co., Ltd. The Corporation | Parent company | Purchase | 441,771 | 100 | Net 90 days after monthly closing | (215, 834) | (100) | ||||
| Chroma Systems Solutions, Inc. The Corporation |
Subsidiary | (Sale) | (304, 132) | $\overline{S}$ | Net 90 days after delivery | 118,020 | 4 | ||||
| The Corporation Chroma Systems Solutions, Inc. |
Parent company | Purchase | 304,132 | 100 | Net 90 days after delivery | (118, 020) | (100) | 1 | |||
| Chroma ATE (Suzhou) Ltd. The Corporation |
Subsidiary | (Sale) | (202, 727) | $\widehat{\mathcal{E}}$ | Net 120 days after delivery | 159,164 | 5 | 1 | |||
| The Corporation Chroma ATE (Suzhou) Ltd. |
Parent company | Purchase | 202,727 | 100 | Net 120 days after delivery | (159, 164) | (100) | Ť | |||
| The Corporation | Chroma Electronics (Shanghai) Co., Ltd. Subsidiary | (Sale) | (143, 081) | $\widehat{c}$ | Net 120 days after delivery | 90,848 | 3 | ٠ | |||
| Chroma Electronics (Shanghai) Co., Ltd. The Corporation | Parent company | Purchase | 143,081 | 100 | Net 120 days after delivery | (90, 848) | (100) | 1 | |||
| Chroma Japan Crop. The Corporation |
Subsidiary | (Sale) | (133, 686) | $\overline{2}$ | Net 90 days after delivery | 165,740 | S | ١ | |||
| The Corporation Chroma Japan Crop. |
Parent company | Purchase | 133,686 | 100 | Net 90 days after delivery | (165, 740) | (100) | ٠ | |||
| Neworld Electronics Ltd. | Chroma Electronics (Shenzhen) Co., Ltd. Subsidiary | (Sale) | (652, 416) | (42) | Net 90 days | 423,932 | 49 | $\,$ | |||
| Chroma Electronics (Shenzhen) Co., Ltd. Neworld Electronics Ltd. | Parent company | Purchase | 652,416 | 59 | Net 90 days | (423, 932) | (68) | ï |
Note: The actual credit period longer than other customers, approximately 12 months.
$-54-$
TABLE5
CHROMA ATE INC. AND SUBSIDIARIES
RECEIVABLES FROM RELATED PARTIES AMOUNTING TO AT LEAST \$100 MILLION OR 20% OF THE PAID-IN CAPITAL
SEPTEMBER 30, 2017
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Overdue | Amount | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Company Name | Related Party | Relationship | Ending Balance | Turnover Rate | Amount | Action Taken | Period (Note) Subsequent Received in |
Impairment Loss Allowance for |
|
| The Corporation | Neworld Electronics Ltd. | Subsidiary | Trade receivables | 646,266 S |
68,720 | Đ, | |||
| Chroma USA | Subsidiary | Trade receivables | 112,725 | 2.78 3.347 2.97 |
71,581 | ||||
| Testar Electronic Corporation | Subsidiary | Trade receivables | 18,784 | ||||||
| Chroma System Solutions, Inc. | Subsidiary | Trade receivables Other receivables - financing provided |
35,665 | ||||||
| Chroma Electronics (Shenzhen) Co., Ltd. Subsidiary | 118,020 117,607 215,834 |
$1.19$ $1.25$ |
35,630 | ||||||
| Chroma Japan Corp. | Subsidiary | Trade receivables Trade receivables |
165,740 | ||||||
| Other receivables - financing provided | 36,359 | ||||||||
| Chroma ATE Europe B.V. | Subsidiary | Trade receivables | 154,930 | $-2.15$ | |||||
| Chroma ATE (Suzhou) Ltd. | Subsidiary | Trade receivables | 159,164 | 14,071 | |||||
| Neworld Electronics Ltd. | Chroma Electronics (Shenzhen) Co., Ltd. Subsidiary | Trade receivables | 423,932 | 2.46 | 43,512 | ||||
| Other receivables | 101,686 | $\ddot{\phantom{a}}$ | |||||||
| (Shenzhen) Co., Ltd. Chroma Electronics |
Chroma ATE (Suzhou) Ltd. | Same parent company | Trade receivables | 112,706 | 1.47 | 10,786 | |||
Note: As of November 2, 2017.
$-55-$
TABLE 6°
$\hat{\mathbf{s}}$
CHROMA ATE INC. AND SUBSIDIARIES
INTERCOMPANY RELATIONSHIPS AND SIGNIFICANT TRANSACTIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2017
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| The Corporation Σó. $\circ$ |
Company Name | Counterparty Neworld Electronics Ltd. |
Flow of | Account | Total Operating Consolidated |
||
|---|---|---|---|---|---|---|---|
| Transactions (Note 1) |
Amount | Transaction Terms | Total Assets Revenues or |
||||
| ದ | Operating revenue | 1,376,449 S |
Note 2 | 4 | |||
| Chroma USA | $\overline{\mathfrak{a}}$ | Operating revenue | 777,738 | Note 2 | $\infty$ | ||
| Chroma Electronics (Shenzhen) Co., Ltd. | ದ | Operating revenue | 441,771 | Note 2 | |||
| Chroma Systems Solutions, Inc. | a | Operating revenue | 304,132 | Note 2 | M N | ||
| Chroma Europe | ಡ | Operating revenue | 240,236 | Note 2 | |||
| Chroma ATE (Suzhou) Ltd. | ದ | Operating revenue | 202,727 | Note 2 | |||
| Chroma Electronics (Shanghai) Co., Ltd. | ದ | Operating revenue | 143,081 | Note 2 | |||
| Chroma Japan | $\mathfrak{a}$ | Operating revenue | 133,686 | Note 2 Note 2 |
|||
| Testar Electronic Co. Quantel Private Ltd. |
$\mathfrak{a}$ ಣ |
Operating revenue Operating revenue |
96,620 42,811 |
Note 2 | |||
| Chroma USA | a | Operating costs | 70,438 | Based on regular terms | |||
| Testar Electronic Co. | ಡ | Rental revenue | 10,371 | Based on regular terms | |||
| Chroma Electronics (Shanghai) Co., Ltd. | μ | Commissions expense | 11,453 | Based on regular terms | |||
| Neworld Electronics Ltd. | $\sim$ | Other revenue | 19,422 | Based on regular terms | |||
| Neworld Electronics Ltd. | $\overline{\mathfrak{a}}$ | Trade receivables | 646,266 | Based on regular terms | |||
| Chroma USA | ε | Trade receivables | 412,725 | Based on regular terms | |||
| Chroma Electronics (Shenzhen) Co., Ltd. | ಡ | Trade receivables | 215,834 | Based on regular terms | |||
| Chroma Japan | ß | Trade receivables | 165,740 | Based on regular terms | |||
| Chroma ATE (Suzhou) Ltd. | a | Trade receivables | 159,164 | Based on regular terms | |||
| Chroma Europe | $\overline{\mathbf{a}}$ | Trade receivables Trade receivables |
154,930 118,784 |
Based on regular terms Note 3 |
|||
| Chroma Systems Solutions, Inc. Testar Electronic Co. |
$\overline{\mathfrak{a}}$ $\overline{\overline{u}}$ |
Trade receivables | 18,020 | Based on regular terms | |||
| Chroma Electronics (Shanghai) Co., Ltd. | a | Trade receivables | 90,848 | Based on regular terms | |||
| Quantel Private Ltd | $\overline{\phantom{a}}$ | Trade receivables | 32,853 | Based on regular terms | |||
| Chroma Systems Solutions, Inc. | π | Other receivables - financing provided | 117,607 | Based on regular terms | |||
| Chroma Japan | a | Other receivables - financing provided | 36,359 | Based on regular terms | |||
| Testar Electronic Co. | CO | Other receivables | 66,433 | Based on regular terms | |||
| Neworld Electronics Ltd. | a | Other receivables | 20,996 | Based on regular terms | |||
| Wei Kuang Automatic Equipment Co., Ltd. | α | Other receivables | 65,000 | Based on regular terms | |||
| $\overline{\mathbf{u}}$ | Prepayments | 11,700 | Based on regular terms | ||||
| Wei Kuang Automatic Equipment Co., Ltd. Chroma USA |
ಡ | Trade payables | 12,030 | Based on regular terms | |||
| 19,840 | Based on regular terms | ||||||
| Chroma USA | Chroma Japan Chroma Japan |
م م م | Operating revenue Operating costs |
53,671 | Based on regular terms | ||
| Chroma Japan | Trade receivables | 23,233 | Based on regular terms | ||||
| Chroma Japan | d | Trade payables | 26,401 | Based on regular terms | |||
| (Continued) |
| Percentage to | Total Operating Consolidated Total Assets Revenues or |
||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Transaction Terms | Based on regular terms | Based on regular terms | Based on regular terms | Based on regular terms | Based on regular terms | Based on regular terms | Based on regular terms | Based on regular terms | Based on regular terms | Based on regular terms | Based on regular terms | Based on regular terms | Based on regular terms | Based on regular terms | Based on regular terms | Based on regular terms | Based on regular terms | Based on regular terms | Based on regular terms | Based on regular terms | |
| Transaction Details | Amount | 652,416 | 68,823 | 37,188 | 29,233 | 25,564 | 16,803 | 423,932 | 45,638 | 10,310 | 101,686 | 21,143 | 21,163 | 86,014 | 67,551 | 10,467 | 12,706 | 74,255 | 15,638 | 18,019 | 15,974 |
| Account | Operating revenue | Operating revenue | Operating revenue | Commissions expense | Commissions expense | Commissions expense | Trade receivables | Trade receivables | Trade receivables | Other receivables | Prepayments | Receipts in advance | Operating revenue | Operating revenue | Operating costs | Trade receivables | Trade receivables | Operating costs | Operating costs | Receipts in advance | |
| Transactions Flow of (Note 1) |
م | م | م | ||||||||||||||||||
| Counterparty | Chroma Electronics (Shenzhen) Co., Ltd. | Chroma ATE (Suzhou) Ltd. | Chroma Electronics (Shanghai) Co., Ltd. | Chroma ATE (Suzhou) Ltd. | Chroma Electronics (Shenzhen) Co., Ltd. | Chroma Electronics (Shanghai) Co., Ltd. | Chroma Electronics (Shenzhen) Co., Ltd. | Chroma ATE (Suzhou) Ltd. | Chroma Electronics (Shanghai) Co., Ltd. | Chroma Electronics (Shenzhen) Co., Ltd. | Wei Kuang Automatic Equipment Co., Ltd. | Wei Kuang Automatic Equipment (Nanjin) Co., Ltd. | Chroma ATE (Suzhou) Ltd. | Chroma Electronics (Shanghai) Co., Ltd. | Chroma ATE (Suzhou) Ltd. | Chroma ATE (Suzhou) Ltd | Chroma Electronics (Shanghai) Co., Ltd. | Chroma ATE (Suzhou) Ltd. | Wei Kuang Automatic Equipment (Nanjin) Co., Ltd. | ||
| Company Name | Neworld Electronics Ltd. | Chroma Electronics (Shenzhen) Co., Ltd. | Chroma Electronics (Shanghai) Co., Ltd. | Wei Kuang Automatic Equipment (Xiamen) Co., Ltd. Wei Kuang Automatic Equipment Co., Ltd | |||||||||||||||||
| Ź. | 2 | 3 | 4 | 5 |
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)
$-57-$
$\tilde{\mathcal{C}}_1$
$\underline{\texttt{TABLE1}}$ $^\circ$
CHROMA ATE INC. AND SUBSIDIARIES
INFORMATION ON INVESTEES
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2017
(In Thousands of New Talwan Dollars, Unless Stated Otherwise)
| Original Investment Amount | Balance as of September 30, 2017 | Net Income | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Investor | Investee | Location | Main Businesses and Products | 2017 | September 30, December 31, 2016 |
(Thousands) Shares |
Percentage of Ownership |
Carrying Amount |
(Loss) of the Investee |
Gain (Loss) Investment |
Note | |
| The Corporation | Neworld Electronics Ltd. | Hong Kong | Sale and maintenance of electronic test instruments, etc. | 271,873 ú |
271,873 S |
54,013 | 00.0 | 763,173 n |
156,832 s, |
\$156,832 | Subsidiary | |
| San Eagle Development Corp. | British Virgin Islands | Investment | 186,514 | 186,514 | 2,050 | 00.0 | 584,161 | 52,110 | 52,110 | Subsidiary | ||
| Adlink Technology Inc. | New Taipei, Taiwan | Manufacturing, processing and retailing of software/hardware of | 165,146 | 165,146 | 24,502 | $\frac{13}{2}$ | 518,032 | 301,285 | 34,162 | Associate | ||
| computers and peripherals | ||||||||||||
| Chroma New Material Corporation | Taoyuan, Taiwan | Sale and processing of gold wire | 480,715 | 480,715 | 0.00 | 17,925 | 17,925 | Subsidiary | ||||
| Wei Kuang Automatic Equipment Co., Ltd. Hsinchu, Taiwan | Design, manufacturing, installment and testing of automated | 533,000 | 533,000 | 25,000 10,000 |
100.0 | 413,572 382,198 |
131,423 | 31,252 | Subsidiary | |||
| factory conveyor systems | ||||||||||||
| CHI Incorporation Ltd. | British Virgin Islands | Test of inductance, capacitance and resistance, and sale of parts | 122,884 | 122,884 | 3,830 | 00.0 | 11,663 | 13,626 | 3,626 | Subsidiary | ||
| Quantel Private Ltd. | Singapore | Sale and maintenance of test instruments, etc. | 12,328 | 112,328 | 60.0 | 8,488 | 4,254 | Subsidiary | ||||
| Chen Hwa Technology Inc. | British Virgin Islands | Test of inductance, capacitance and resistance, and sale of parts | 98,217 | 100.0 | 111,380 | 448 | 448 | Subsidiary | ||||
| Chroma Investment Co., Ltd. | New Taipei, Taiwan | Investment | 80,000 | 1,914 3,085 14,000 |
100.0 | 113,972 | 7,589 | Subsidiary | ||||
| Chroma ATE Europe B.V. | The Netherlands | Sale and maintenance of electronic test instruments etc. | 98,217 80,000 54,026 |
54,026 | 17,711 | Subsidiary | ||||||
| DynaScan Technology Corp. | Taoyuan, Taiwan | Research and manufacture of LED generators | 238,746 | 238,746 | 1,419 17,708 7,039 56,286 |
Associate | ||||||
| Chroma USA | Sale and maintenance of electronic test instruments, etc. | 29,895 | 29,895 | 25,786 55,931 |
Subsidiary | |||||||
| Sensational Holding Ltd. | British Virgin Islands | Investment | 38,301 | 38,301 | 9,841 1,000 1,200 12,240 |
000000100010001000100010001000010000000 | 75,828 95,457 96,779 96,304,549) 24,549) |
720 | 720 | Subsidiary | ||
| Adivic Technology Co. | Taipei, Taiwan | Sale and research of RF device | 193,800 | 142,800 | (44, 437) | (24,171) | Subsidiary | |||||
| Chroma Japan Corp. | lapan | Sale and maintenance of electronic test instruments, etc. | 147,125 | 147, 125 | 100.0 | (15, 473) | (15, 474) | Subsidiary | ||||
| Chroma Systems Solutions, Inc. | USA | Sale and maintenance of electronic test instruments, etc. | 29,628 | 29,628 | 120 | 25.0 | 36,103 | Subsidiary | ||||
| Deep Red Holding Co., Ltd. | Mauritius | Investment | 12,217 17,500 |
12,217 | 215 | 100.0 | 55,416 17,626 |
9,507 | 9,026 9,507 |
Subsidiary | ||
| Chili Ho Shun Development Co., Ltd. | Taoyuan, Taiwan | Construction and development of residence, buildings and | 17,500 | 1,750 | 35.0 | SS | oint venture | |||||
| specialized field; construction and investment of public works | ||||||||||||
| Testar Electronic Corporation | Taoyuan, Taiwan | Testing of LED products | 247,096 | 247,096 | 20,160 | 67.2 | 3,333 (1,835) 19,933 |
4,068 (7,999) |
2,734 | Subsidiary | ||
| EVT Technology Co., Ltd. | Taoyuan, Taiwan | Manufacturing of motorcycles and its parts | 27,623 20,000 |
27,623 | 2,658 2,000 |
53.2 | (4,252) | Subsidiary | ||||
| Innovative Nanotech Incorporated | Taoyuan, Taiwan | Monitoring instruments of nanoparticles | 0.00 | (67) | (67) | Subsidiary | ||||||
| Chroma USA | Chroma Systems Solutions, Inc. | USA | Sale and maintenance of electronic test instruments, etc. | 3 | 3 | 240 | 50.0 | 139,138 | 36,103 | XA | Subsidiary | |
| San Eagle Development Corp. Wei Kuang Mech. Eng. Inc. | Mauritius | Investments | 185,686 | 185,686 | 4,475 | 100.0 | 576,754 | 52,120 | ¥ | Subsidiary | ||
| EVT Technology Co., Ltd. | Wei Da Electric Vehicle Co., Ltd. | Pingtung, Taiwan | Sale and lease of motorcycles | 3,750 | 3,750 | 375 | 75.0 | (3,869) | $\frac{8}{2}$ | ź | Subsidiary | |
| Advic Technology Co., Ltd. | Adivic Holding Corporation | Samoa | Sale and research of RF device | 42,245 | 15,223 | 1,000 | 100.0 | 12,216 | (4,952) | Z | Subsidiary | |
$\frac{1}{\sqrt{2}}$
TABLE 8
CHROMA ATE INC. AND SUBSIDIARIES
INFORMATION ON INVESTMENTS IN MAINLAND CHINA
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2017
(In Thousands of New Talwan Dollars or Foreign Currency, Unless Stated Otherwise)
| Remittance of Earnings as of September 30, Accumulated Inward 2017 |
× S |
ł | J. | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| September 30, Amount as of Carrying (Note 2) 2017 |
540,812 S |
99,587 | 84,993 | 8,624 | 174,997 | 208,138 | 283,964 | 44,944 | 55,411 | |||
| Notes 4 and 5) Gain (Loss) Investment |
91,793 S |
32,227 | 468 | j. | 13,605 | 3,981 | 47,014 | 562 | 9,655 | |||
| Percentage of Ownership in Investment |
100 | 100 | 100 | $\overline{a}$ | 100 | 100 | 100 | 100 | 100 | |||
| (Loss) of the Net Income Investee |
91,793 s |
32,227 | 468 | 2,509 | 13,605 | 3,981 | 47,014 | 562 | 9,655 | |||
| Accumulated | Investment from Remittance for September 30, Taiwan as of Outward (Note 3) 2017 |
3,853) 132,178 (HKS USS S |
3,000) 101,993 (USS) |
2,700) 84,988 (USS |
285) 9,091 (US\$ |
3,800) 121,115 (USS |
1,338) 43,751 (USS |
1,500) 49,935 (USS |
92,000 2,836) (US\$ |
(Note 9) | ||
| Inward | s, | |||||||||||
| Remittance of Funds | Outward | ï | $\mathfrak{t}$ | ï | $\blacksquare$ | ٠ | on the Amount of Investment Stipulated by | |||||
| Accumulated | Investment from January 1, 2017 Remittance for Taiwan as of Outward (Note3) |
3,853) 132,178 1,200 (HKS USS s, |
3,000) 101,993 USS |
2,700) 84,988 (USS |
285) 9,091 uss |
3,800) 121,115 CUSS |
1,338) 43,751 US\$ |
1,500) 49,935 (US\$ |
92,000 2,836) uss |
(Note 9) | nvestment Commission, MOEA | \$7,287,020 (Note 7) |
| Paid-in Capital Method of Investment (Note 1) |
Electronics Ltd. Subsidiary of Neworld |
Electronics Ltd. Subsidiary of Neworld |
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. |
Kuang Mech. Eng. Subsidiary of Wei Inc. |
Subsidiary of Deep Red Holding Co., Ltd. |
Upper Limit | ||
| (Note 2) | ó 116,190 30,000) |
ئم 90,780 3,000) |
ة 81,702 2,700) |
45,390 1,500) |
114,988 3,800) |
11,871) 54,025 |
51,959 11,417 |
۵. 7,905 |
ه 8,374) 38,110 |
|||
| $rac{5}{1000}$ | uss | (USS | CUSS | uss | (RMB | (RMB | (RMB | (RMB | \$725,060 | |||
| Main Businesses and Products | 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 |
Sale of computerized automatic test systems, peripherals and electronic test instruments |
conveyors and related systems and renders | computer network security systems and Research, development and design of |
Investment Amounts Authorized by the Investment Commission, MOEA |
(HK\$1,400, US\$22,076) (Note 6) | ||||
| consulting service and etc. | connecting materials | and factory conveyor systems | and factory conveyor systems | related after-sales services | information management | |||||||
| Investee Company | troma Electronics (Shenzhen) Co., Ltd. |
ITOINA Electronics (Shanghai) Co., Ltd. |
Iroma (Shanghai) Trading Co., Ltd. |
ingzhou New Material Chroma Production and sale of semiconductor Co., Ltd. |
troma ATE (Suzhou) Ltd. | ei Kuang Automatic Equipment Sale and maintenance of electronic equipment (Nanjin) Co., Ltd. |
ei Kuang Automatic Equipment Sale and maintenance of electronic equipment (Xiamen) Co., Ltd. |
ou Kuan Technologies (Nanjin) Assembly, sale and maintenance of factory Co., Ltd. |
tjet System Technology (Suzhou) Co., Ltd. |
Accumulated Outward Remittance for Investments in Mainland China as of September 30, 2017 |
(HK\$1,200, US\$19,312) \$635,051 |
$-59-$
$\sigma_{\rm c}$ , , , ,
$\phi$
(Continued)
Note 1: Methods of investment have following type:
- a. Direct investment in Mahiland 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 September 30, 2017 were translated into New Taiwan dollars at the rates of HKS1=NT\$3.873, US\$1=NT\$30.260, RMB1=NT\$4.351 prevailing on September 30, 2017.
$\frac{1}{\epsilon}$ $\overline{\phantom{a}}$
Note 3: The amounts of accumulated outflow of investment from Taiwan as of January 1, 2017 and September 30, 2017 were translated into New Taiwan dollars on the original outflow day.
Note 4: Based on unreviewed financial statements.
Note 5: Investment income (loss) was translated into New Taiwan dollars at the average rate of HKS1=NT\$3,921, USS1=NT\$3,939 and RMB1=NT\$4,492 for the nine months ended September 30, 2017.
| Approval Letter | Approved Amount | ||||
|---|---|---|---|---|---|
| Letter (1998) II-87710585 of Investment Commission of MOEA | Ξ | 5,852 | |||
| Letter (2000) II-89014726 and 89037430 of Investment Commission of MOEA | NTS | 63,180 | USS | $-40$ | |
| Letter (2001) II-89037430 of Investment Commission of MOEA | S. | ||||
| Letter II-91048640 of Investment Commission of MOEA | E | 33,160 | USS | 50 | |
| Letter II-90025170 of Investment Commission of MOEA | EIN | 53,984 | USS | 85 | |
| Letter II-092020235 of Investment Commission of MOEA | ËN | 60,240 | USS | ||
| Letter II-092043358 of Investment Commission of MOEA | KIN | 19,230 | (USS | ,75 | |
| Letter II-093004076 of Investment Commission of MOEA | XTS | 6,748 | 20 | ||
| Letter II-094006092 of Investment Commission of MOEA | ξIΝ | 3,158 | SSQ SSQ |
$\tilde{\sigma}$ | |
| Letter II-09500052120 of Investment Commission of MOEA | N TS | 6,896 | 215 | ||
| Letter II-09600175700 of Investment Commission of MOEA | EN | 81,528 | 2,500 | ||
| Letter II-0960000006020 of Investment Commission of MOEA | EZ | 20,000 | EEE | 3,699 | |
| E | Letter II-09600310110 of Investment Commission of MOEA | XIX | 66,580 | USS | 2,000 |
| Letter II-09700186010 of Investment Commission of MOEA | NTS | 33,160 | USS | 000.1 | |
| Letter II-09700403210 of Investment Commission of MOEA | SLN | 16,110 | USS | ,500 | |
| Letter II-10400042770 of Investment Commission of MOEA | XIX | 7,096 | USS | 210 | |
| Letter II-10600164500 of Investment Commission of MOEA | XIIS | 78,240 | USS | ||
| E | 29,898 | USS | 2,500 990 |
1,400)
2,000 (Nove 8)
1,5513 (Nove 8)
1,7513 (Nove 8)
1,750 (Nove 8)
2,300 (Nove 9)
2,300 (Nove 9)
1,500 (Nove 9)
1,500 (Nove 9)
1,500 (Nove 9)
Note 7: The upper limit on investment was calculated in accordance with the regulations of the munission 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.
(Concluded)