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cpc Audit Report / Information 2016

Dec 27, 2016

51873_rns_2016-12-27_0c1f2e30-ef73-4b4d-a829-ab624051ef3f.pdf

Audit Report / Information

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CHIEFTEK PRECISION CO., LTD. AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS AND REPORT OF INDEPENDENT ACCOUNTANTS DECEMBER 31, 2016 AND 2015

-----------------------------------------------------------------------------------------------------------------------------------For the convenience of readers and for information purpose only, the auditors’ report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. In the event of any discrepancy between the English version and the original Chinese version or any differences in the interpretation of the two versions, the Chinese-language auditors’ report and financial statements shall prevail.

REPORT OF INDEPENDENT ACCOUNTANTS TRANSLATED FROM CHINESE

To the Board of Directors and Shareholders of CHIEFTEK PRECISION CO., LTD.

Opinion

We have audited the accompanying consolidated balance sheets of CHIEFTEK PRECISION CO., LTD. and its subsidiaries (collectively referred herein as the “Group”) as at December 31, 2016 and 2015, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at December 31, 2016 and 2015, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” and the International Financial Reporting Standards, International Accounting Standards, International Financial Reporting Interpretations Committee Interpretations, and Standing Interpretations Committee Interpretations as endorsed by the Financial Supervisory Commission.

Basis for opinion

We conducted our audits in accordance with the “Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants” and generally accepted auditing standards in the Republic of China (R.O.C GAAS). Our responsibilities under those standards are further described in the “Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements” section of our report. We are independent of the Group in accordance with the Code of Professional Ethics for Certified Public Accountants in the Republic of China (the “Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

~1~

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.

Adequacy of allowance for inventory market price decline of individually identified obsolete or damaged inventories

Description

Please refer to Note 4(10), “Inventories” for accounting policies on inventory, Note 5, “Critical accounting judgements, estimates and key sources of assumption uncertainty” for the uncertainty of significant accounting estimates and assumptions applied on inventory valuation, and Note 6(3), “Inventories” for details of allowance for inventory market price decline. As of December 31, 2016, inventory and allowance for inventory market price decline amounted to NT$391,878 thousand and NT$73,313 thousand, respectively.

The Group is primarily engaged in the manufacture and sale of linear motion guide and slide. Due to the demand for high quality products, there is a risk of market price decline and obsolescence of inventories. The Group recognizes inventories at the lower of cost and net realizable value, and the net realizable value is determined based on historical data of closeout inventory and range of discount. Given the uncertainty in the estimation of net realizable value and the significance of the balance of inventory and allowance for inventory market price decline to the financial statements, we consider the allowance for inventory market price decline a key audit matter.

How our audit addressed the matter

We performed the following audit procedures on the above key audit matter:

  • A. Understanding the operations and industry of the Group to assess the reasonableness of policies and procedures on allowance for inventory market price decline, including the consistency of inventory classification used in determining net realizable value.

~2~

  • B. Obtaining the inventory list which management used in calculating the lower of cost and net realizable value, checking randomly for the accuracy in calculating net realizable value of inventory, and discussing with management and checking relevant evidence to check the reasonableness of the amount of allowance for inventory market price decline.

Cut-off of export sales revenue

Description

Please refer to Note 4(24), “Revenue recognition” for accounting policies on revenue recognition.

The Group is primarily engaged in domestic and export sales. Based on the Group’s accounting policy, revenue is recognized when the significant risks and rewards of ownership have been transferred to the customer. The terms and conditions of the transaction vary with export customers, and the manual process of obtaining evidence of ownership transfer after delivery and judging the timing of revenue recognition are essential. As export sales involve manual process, the daily transaction amounts are voluminous, the timing of revenue recognition may not be in the proper period, and the transaction amounts around balance sheet date are material, we consider the cut-off of export sales revenue a key audit matter.

How our audit addressed the matter

We performed the following audit procedures on the above key audit matter:

  • A. Checking revenue recognition process, and examining revenue recognition basis and approval procedure to assess the accuracy of timing of export sales revenue recognition.

  • B. Randomly checking export sales transactions around the balance sheet date, including ascertaining the trading conditions in contract, verifying the evidence of ownership transfer, checking and analysing subsequent export sales returns to ascertain whether the export sales revenue has been recorded in proper period.

Other matter – Parent company only financial report

We have audited and expressed an unqualified opinion on the parent company only financial statements of CHIEFTEK PRECISION CO., LTD. as at and for the years ended December 31, 2016 and 2015.

~3~

Responsibilities of management and those charged with governance for the consolidated financial statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” and the International Financial Reporting Standards, International Accounting Standards, International Financial Reporting Interpretations Committee Interpretations, and Standing Interpretations Committee Interpretations as endorsed by the Financial Supervisory Commission, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Those charged with governance, including supervisors, are responsible for overseeing the Group’s financial reporting process.

Auditor’s responsibilities for the audit of the consolidated financial statements

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

As part of an audit in accordance with R.O.C GAAS, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  • A. Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from

~4~

error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

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

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

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

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

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

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

~5~

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be disclosed in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such disclosures.

Lin, Tzu-Shu

Independent Accountants

Liu, Tzu-Meng

PricewaterhouseCoopers, Taiwan

Republic of china March 23, 2017


The accompanying consolidated financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying consolidated financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.

As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.

~6~

CHIEFTEK PRECISION CO., LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS

(Expressed in thousands of New Taiwan dollars)

Assets Notes
6(1)
6(2)
6(19)
5(1) and 6(3)
6(4)(5) and 8
6(4)(5) and 8
5(2), 6(6)(7)
6(19)
6(4)
8
December 31, 2016
AMOUNT
%
$ 506,430
23
32,195
1
323,860
15
1,925
-
-
-
318,565
15
16,508
1
1,199,483
55
892,019
41
-
-
68,707
3
21,286
1
5,837
-
3,997
-
1,430
-
3,614
-
996,890
45
$ 2,196,373
100
December 31, 2015 December 31, 2015
AMOUNT
$ 506,430
32,195
323,860
1,925
-
318,565
16,508
1,199,483
892,019
-
68,707
21,286
5,837
3,997
1,430
3,614
996,890
$ 2,196,373
AMOUNT
$ 449,849
24,696
324,429
1,504
13,837
365,499
15,464
1,195,278
661,307
316,864
53,104
23,545
20,101
2,258
1,432
2,367
1,080,978
$ 2,276,256
%
Current assets
1100
Cash and cash equivalents
1150
Notes receivable, net
1170
Accounts receivable, net
1200
Other receivables
1220
Current income tax assets
130X
Inventory
1410
Prepayments
11XX
Total current assets
Non-current assets
1600
Property, plant and equipment
1760
Investment property, net
1780
Intangible assets
1840
Deferred income tax assets
1915
Prepayments for equipment
1920
Guarantee deposits paid
1980
Other financial assets - non-
current
1990
Other non-current assets
15XX
Total non-current assets
1XXX
Total assets
20
1
14
-
1
16
1
53
29
14
2
1
1
-
-
-
47
100

(Continued)

~7~

CHIEFTEK PRECISION CO., LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS

(Expressed in thousands of New Taiwan dollars)

Liabilities and Equity December 31, 2016
December 31, 2015
Notes
AMOUNT
%
AMOUNT
%
6(8)
$ 187,715
8
$ 204,803
9
65,774
3
48,048
2
42,694
2
23,482
1
78,446
4
62,800
3
6(19)
5,951
-
7,350
-
972
-
797
-
6(9), 8 and 9
58,533
3
99,160
5
440,085
20
446,440
20
6(9), 8 and 9
390,633
18
503,418
22
6(19)
2,614
-
2,917
-
6(10)
4,625
-
3,950
-
397,872
18
510,285
22
837,957
38
956,725
42
6(11)(13)
620,455
28
592,338
26
6(12)
463,051
21
463,051
20
6(11)(13)(19)
64,905
3
57,827
3
334,354
15
312,835
14
(
5,928)
-
12,024
-
6(11)
(
118,544)(
5)(
118,544)(
5)
1,358,293
62
1,319,531
58
123
-
-
-
1,358,416
62
1,319,531
58
6(21) and 9
$ 2,196,373
100
$ 2,276,256
100
Current liabilities
2100
Short-term borrowings
2150
Notes payable
2170
Accounts payable
2200
Other payables
2230
Current income tax liabilities
2310
Advance receipts
2320
Long-term liabilities, current
portion
21XX
Total current liabilities
Non-current liabilities
2540
Long-term borrowings
2570
Deferred income tax liabilities
2640
Net defined benefit liabilities
25XX
Total non-current liabilities
2XXX
Total liabilities
Share capital
3110
Share capital - common stock
Capital reserves
3200
Capital surplus
Retained earnings
3310
Legal reserve
3350
Unappropriated retained earnings
3400
Other equity interest
3500
Treasury stocks
31XX
Equity attributable to owners
of the parent
36XX
Non-controlling interest
3XXX
Total equity
Significant Contingent Liabilities
and Unrecognized Contract
Commitments
3X2X
Total liabilities and equity

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

~8~

CHIEFTEK PRECISION CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015

(Expressed in thousands of New Taiwan dollars, except for earnings per share amounts)

Items Forthe years endedDecember31
2016
2015
Notes
AMOUNT
%
AMOUNT
%
$ 982,536
100
$ 1,021,983
100
6(3)(6)(10)(17)(18)(2
1)
(
627,819) (
64) (
715,579) (
70)
354,717
36
306,404
30
6(5)(6)(10)(17)(18)
and 7
(
79,262) (
8) (
79,483) (
8)
(
107,347) (
11) (
93,780) (
9)
(
43,775) (
4) (
36,985) (
4)
(
230,384) (
23) (
210,248) (
21)
124,333
13
96,156
9
6(14)
8,169
1
8,279
1
6(7)(15) and 12
(
14,449) (
2) (
5,023)
-
6(4)(16)
(
12,645) (
1) (
17,997) (
2)
(
18,925) (
2) (
14,741) (
1)
105,408
11
81,415
8
6(19)
(
19,874) (
2) (
10,633) (
1)
$ 85,534
9
$ 70,782
7
6(10)
($ 906)
-
($ 3,798) (
1)
6(19)
154
-
646
-
(
17,962) (
2) (
3,144)
-
($ 18,714) (
2) ($ 6,296) (
1)
$ 66,820
7
$ 64,486
6
$ 85,583
9
$ 70,782
7
(
49)
-
-
-
$ 85,534
9
$ 70,782
7
$ 66,879
7
$ 64,486
6
(
59)
-
-
-
$ 66,820
7
$ 64,486
6
6(20)
$ 1.45
$ 1.20
6(20)
$ 1.44
$ 1.19
4000
Sales revenue
5000
Operating costs
5900
Net operating margin
Operating expenses
6100
Selling expenses
6200
General and administrative expenses
6300
Research and development expenses
6000
Total operating expenses
6900
Operating profit
Non-operating income and expenses
7010
Other income
7020
Other gains and losses
7050
Finance costs
7000
Total non-operating income and
expenses
7900
Profit before income tax
7950
Income tax expense
8200
Profit for the year
Other comprehensive income (loss)
(Net)
Components of other comprehensive
income (loss) that will not be
reclassified to profit or loss
8311
Other comprehensive loss, before
tax, actuarial loss on defined benefit
plans
8349
Income tax related to components of
other comprehensive income that
will not be reclassified to profit or
loss
Components of other comprehensive
income (loss) that will be reclassified
to profit or loss
8361
Financial statements translation
differences of foreign operations
8300
Total other comprehensive loss for
the year
8500
Total comprehensive income for the
year
Profit (loss) attributable to:
8610
Owners of the parent
8620
Non-controlling interest
Comprehensive income (loss)
attributable to:
8710
Owners of the parent
8720
Non-controlling interest
Earnings per share (in dollars)
9750
Basic
9850
Diluted

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

~9~

CHIEFTEK PRECISION CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Expressed in thousands of New Taiwan dollars)

For the year ended December 31, 2015
Balance at January 1, 2015
Distribition of earnings for 2014 net income:
Legal reserve
Cash dividends
Reversal of special reserve
Profit for 2015
Other comprehensive loss for 2015
Buy-back of treasury shares
Balance at December 31, 2015
For the year ended December 31, 2016
Balance at January 1, 2016
Distribition of earnings for 2015 net income:
Legal reserve
Cash dividends
Stock dividends
Profit for 2016
Other comprehensive loss for 2016
Non-controlling interest
Balance at December 31, 2016
Notes Equity attributable to owners ofthe parent Equity attributable to owners ofthe parent Equity attributable to owners ofthe parent Equity attributable to owners ofthe parent Non -
controlling
interest
Totalequity
Share capital
- common
stock
Capital
reserve
RetainedEarnings Financial
statements
translation
differences of
foreign
operations
Treasury
stocks
Total
Legal
reserve
Special
reserve
Unappropriated
retained earnings
6(13)
6(11)
6(13)
6(11)(13)
$ 592,338
-
-
-
-
-
-
$ 592,338
$ 592,338
-
-
28,117
-
-
-
$ 620,455
$ 463,051
-
-
-
-
-
-
$ 463,051
$ 463,051
-
-
-
-
-
-
$ 463,051
$ 55,753
2,074
-
-
-
-
-
$ 57,827
$ 57,827
7,078
-
-
-
-
-
$ 64,905
$ 133
-
-
(
133 )
-
-
-
$ -
$ -
-
-
-
-
-
-
$ -
$ 275,263
(
2,074 )
(
28,117 )
133
70,782
(
3,152 )
-
$ 312,835
$ 312,835
(
7,078 )
(
28,117 )
(
28,117 )
85,583
(
752 )
-
$ 334,354
$ 15,168
-
-
-
-
(
3,144 )
-
$ 12,024
$ 12,024
-
-
-
-
(
17,952 )
-
($ 5,928)
($ 113,367 )
-
-
-
-
-
(
5,177)
($ 118,544)
($ 118,544 )
-
-
-
-
-
-
($ 118,544)
$1,288,339
-
(
28,117 )
-
70,782
(
6,296 )
(
5,177)
$1,319,531
$1,319,531
-
(
28,117 )
-
85,583
(
18,704 )
-
$1,358,293
$ -
-
-
-
-
-
-
$ -
$ -
-
-
-
(
49 )
(
10 )
182
$ 123
$1,288,339
-
(
28,117 )
-
70,782
(
6,296 )
(
5,177)
$1,319,531
$1,319,531
-
(
28,117 )
-
85,534
(
18,714 )
182
$1,358,416

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

~10~

CHIEFTEK PRECISION CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax
Adjustments
Adjustments to reconcile profit (loss)
Reversal of allowance doubtful accounts
Loss on inventory market price decline
Depreciation
Depreciation reclassified to intangible assets
Loss on disposal of property, plant and equipment
Amortization
Amortization reclassified to intangible assets
Loss on disposal of intangible assets
Impairment loss
Interest income
Interest expense
Changes in operating assets and liabilities
Changes in operating assets
Notes receivable
Accounts receivable
Other receivables
Inventories
Prepayments
Changes in operating liabilities
Notes payable
Accounts payable
Other payables
Advance receipts
Net defined benefit liabilities
Cash inflow generated from operations
Interest received
Interest paid
Income tax received
Income tax paid
Net cash flows from operating activities
Forthe years endedDecember31,
Notes
2016
2015
$ 105,408
$ 81,415
6(2)(14)
(
3,480 ) (
5,254 )
6(3)
327
17,095
6(4)(17)
118,296
129,746
6(6)
(
331 )
-
6(15)
92
1,404
6(6)(17)
1,442
937
6(6)
(
106 )
-
6(15)
18
-
6(6)(7)(15)
4,298
-
6(14)
(
1,242 ) (
1,528 )
6(16)
12,645
17,997
(
7,499 )
11,257
4,878
(
19,930 )
(
421 )
146
49,927
91,786
(
1,044 )
4,190
19,432
(
2,307 )
19,212
8,154
13,700
335
175
(
557 )
(
231) (
289)
335,496
334,597
1,242
1,528
(
13,012 ) (
18,091 )
13,803
-
(
19,129) (
14,892)
318,400
303,142

(Continued)

~11~

CHIEFTEK PRECISION CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM INVESTING ACTIVITIES
Cash paid for acquisition of property, plant and equipment
Interest paid for acquisition of property, plant and
equipment
Proceeds from disposal of property, plant and equipment
Cash paid for acquisition of intangible assets
Increase in prepayment for equipment
Increase in guarantee deposits paid
Decrease (increase) in other financial assets - non-current
(Increase) decrease in other non-current assets
Net cash flows used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Decrease in short-term borrowings
Increase in long-term borrowings
Decrease in long-term borrowings
Payments of cash dividends
Buy-back of treasury shares
Change in non-controlling interest
Net cash flows used in financing activities
Effect of foreign exchange rate changes on cash and cash
equivalents
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
Forthe years endedDecember31,
Notes
2016
2015
6(22)
($ 15,620 ) ($ 13,810 )
6(4)(16)(22)
(
370 ) (
309 )
-
110
6(6)
(
21,837 ) (
2,763 )
(
2,593 ) (
3,206 )
(
1,739 ) (
232 )
2
(
1,432 )
(
1,247 )
691
(
43,404 ) (
20,951 )
(
17,088 ) (
224,432 )
100,000
45,799
(
253,170 ) (
80,854 )
6(13)
(
28,117 ) (
28,117 )
6(11)
-
(
5,177 )
172
-
(
198,203 ) (
292,781 )
(
20,212 ) (
4,127 )
56,581
(
14,717 )
6(1)
449,849
464,566
6(1)
$ 506,430
$ 449,849

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

~12~

CHIEFTEK PRECISION CO., LTD. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

1. HISTORY AND ORGANIZATION

  • (1) CHIEFTEK PRECISION CO., LTD. (the “Company”) was incorporated as a company limited by shares under the provisions of the Company Act of the Republic of China (R.O.C.) on October 19, 1998. The Company and its subsidiaries (collectively referred herein as the “Group”) are primarily engaged in research, development, manufacture and sale of miniature linear guide, miniature ball screw, miniature linear modules, electro-optics equipment and semiconductor process equipment.

  • (2) The common shares of the Company have been listed on the Taipei Exchange since December 28, 2012.

2. THE DATE OF AUTHORIZATION FOR ISSUANCE OF THE CONSOLIDATED FINANCIAL

STATEMENTS AND PROCEDURES FOR AUTHORIZATION

These consolidated financial statements were authorized for issuance by the Board of Directors on March 23, 2017.

3. APPLICATION OF NEW STANDARDS, AMENDMENTS AND INTERPRETATIONS

  • (1) Effect of the adoption of new issuances of or amendments to International Financial Reporting Standards (“IFRS”) as endorsed by the Financial Supervisory Commission (“FSC”) None.

  • (2) Effect of new issuances of or amendments to IFRSs as endorsed by the FSC but not yet adopted by the Group

New standards, interpretations and amendments as endorsed by FSC effective from 2017 are as follows:

follows:
New Standards,Interpretations and Amendments Effective date by
International Accounting
Standards Board(“IASB”)
Recoverable amount disclosures for non-financial assets (amendments
to International Accounting Standards (“IAS”) 36)
Novation of derivatives and continuation of hedge accounting
(amendments to IAS 39)
International Financial Reporting Interpretations Committee (“IFRIC”)
21, ‘Levies’
Defined benefit plans: employee contributions (amendments to IAS
19R)
Improvements to IFRSs 2010-2012
Improvements to IFRSs 2011-2013
Investment entities: applying the consolidation exception (amendments
to IFRS 10, IFRS 12 and IAS 28)
January 1, 2014
January 1, 2014
January 1, 2014
July 1, 2014
July 1, 2014
July 1, 2014
January 1, 2016

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New Standards,Interpretations and Amendments Effective date by
International Accounting
Standards Board(“IASB”)
Accounting for acquisition of interests in joint operations (amendments
to IFRS 11)
IFRS 14, ‘Regulatory deferral accounts’
Disclosure initiative (amendments to IAS 1)
Clarification of acceptable methods of depreciation and amortization
(amendments to IAS 16 and IAS 38)
Agriculture: bearer plants (amendments to IAS 16 and IAS 41)
Equity method in separate financial statements (amendments to IAS
27)
Improvements to IFRSs 2012-2014
January 1, 2016
January 1, 2016
January 1, 2016
January 1, 2016
January 1, 2016
January 1, 2016
January 1, 2016

Except for the following, the above standards and interpretations have no significant impact to the Group’s financial condition and operating results based on the Group’s assessment.

  • A. Amendments to IAS 36, ‘Recoverable amount disclosures for non-financial assets ’

The amendments remove the requirement to disclose recoverable amount when a cash generating unit (CGU) contains goodwill or indefinite lived intangible assets but there has been no impairment. When a material impairment loss has been recognized or reversed for an individual asset, including goodwill, or a CGU, it is required to disclose the recoverable amount of the asset or CGU. If the recoverable amount is fair value less costs of disposal, it is required to disclose the level of the fair value hierarchy, the valuation techniques used and key assumptions.

Based on the Group’s assessment, the amendments will result in an increase of disclosure information for asset impairment.

  • B. Amendments to IAS 1, ‘Disclosure initiative ’

This amendment clarifies the presentation of materiality, aggregation and subtotals, the framework of financial report, and the guide for accounting disclosure.

(3) IFRSs issued by IASB but not yet endorsed by the FSC

New standards, interpretations and amendments issued by IASB but not yet included in the IFRSs as endorsed by the FSC effective from 2017 are as follows:

endorsed by the FSC effective from 2017 are as follows:
c Effective date byIASB
Disclosure initiative (amendments to IAS 7)
Recognition of deferred tax assets for unrealized losses (amendments
to IAS 12)
Annual improvements to IFRSs 2014-2016 cycle - Amendments to
IFRS 12, ‘Disclosure of interests in other entities’
Classification and measurement of share-based payment transactions
(amendments to IFRS 2)
January 1, 2017
January 1, 2017
January 1, 2017
January 1, 2018

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c Effective date byIASB
Applying IFRS 9, ‘Financial instruments’ with IFRS 4, ‘Insurance
contracts’ (amendments to IFRS 4)
IFRS 9, ‘Financial instruments’
IFRS 15, ‘Revenue from contracts with customers’
Clarifications to IFRS 15, ‘Revenue from contracts with customers’
(amendments to IFRS 15)
Transfers of investment property (amendments to IAS 40)
IFRIC 22, ‘Foreign currency transactions and advance consideration’
Annual improvements to IFRSs 2014-2016 cycle - Amendments to
IFRS 1, ‘First-time adoption of International Financial Reporting
Standards’
Annual improvements to IFRSs 2014-2016 cycle - Amendments to
IAS 28, ‘Investments in associates and joint ventures’
IFRS 16, ‘Leases’
Sale or contribution of assets between an investor and its associate or
joint venture (amendments to IFRS 10 and IAS 28)
January 1, 2018
January 1, 2018
January 1, 2018
January 1, 2018
January 1, 2018
January 1, 2018
January 1, 2018
January 1, 2018
January 1, 2019
To be determined by
International Accounting
Standards Board

Except for the following, the above standards and interpretations have no significant impact to the Group’s financial condition and operating results based on the Group’s assessment.

  • A. Amendments to IAS 7, ‘Disclosure initiative ’

This amendment requires that an entity shall provide more disclosures related to changes in liabilities arising from financing activities, including both changes arising from cash flows and non-cash changes.

  • B. Amendments to IAS 12, ‘Recognition of deferred tax assets for unrealized losses ’ These amendments clarify the recognition of deferred tax assets for unrealized losses related to debt instruments measured at fair value, and they clarify several of the general principles underlying the accounting for deferred tax assets. The amendments clarify that a deductible temporary difference exists whenever an asset is measured at fair value and that fair value is below the asset’s tax base. When an entity assesses whether taxable profits will be available against which it can utilise a deductible temporary difference, it considers a deductible temporary difference in combination with all of its other deductible temporary differences unless there are tax law restrictions, and the tax deduction resulting from temporary differences is excluded from estimated future taxable profits.

  • C. IFRS 15, ‘Revenue from contracts with customers ’

  • IFRS 15, ‘Revenue from contracts with customers’ replaces IAS 11, ‘Construction Contracts’, IAS 18, ‘Revenue’ and relevant interpretations. According to IFRS 15, revenue is recognized when a customer obtains control of promised goods or services. A customer obtains control of goods or services when a customer has the ability to direct the use of, and obtain substantially all of the remaining benefits from, the asset.

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The core principle of IFRS 15 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. An entity recognizes revenue in accordance with that core principle by applying the following steps:

  • Step 1: Identify contracts with customer.

  • Step 2: Identify separate performance obligations in the contract(s).

  • Step 3: Determine the transaction price.

  • Step 4: Allocate the transaction price.

  • Step 5: Recognize revenue when the performance obligation is satisfied.

Further, IFRS 15 includes a set of comprehensive disclosure requirements that requires an entity to disclose sufficient information to enable users of financial statements to understand the nature,

  • amount, timing and uncertainty of revenue and cash flows arising from contracts with customers.

  • D. IFRS 16, ‘Leases ’

IFRS 16, ‘Leases’, replaces IAS 17, ‘Leases’ and related interpretations and SICs. The standard requires lessees to recognize a ‘right-of-use asset’and a lease liability (except for those leases with terms of 12 months or less and leases of low-value assets). The accounting stays the same for lessors, which is to classify their leases as either finance leases or operating leases and account for those two types of leases differently. IFRS 16 only requires enhanced disclosures to be provided by lessors.

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.

(1) Statement of compliance

The consolidated financial statements of the Group have been prepared in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers”, International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the FSC (collectively referred herein as the “IFRSs”).

(2) Basis of preparation

  • A. Except for the following item, these consolidated financial statements have been prepared under the historical cost convention:

  • Defined benefit liabilities recognized based on the net amount of pension fund assets less present value of defined benefit obligation.

  • B. The preparation of financial statements in conformity with IFRSs requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 5, ‘Critical accounting judegments, estimates and key sources of

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assumption uncertainty’.

(3) Basis of consolidation

  • A. Basis for preparation of consolidated financial statements:

  • (a) All subsidiaries are included in the Group’s consolidated financial statements. Subsidiaries are all entities (including structured entities) controlled by the Group. The Group controls an entity when the Group is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Consolidation of subsidiaries begins from the date the Group obtains control of the subsidiaries and ceases when the Group loses control of the subsidiaries.

  • (b) Inter-company transactions, balances and unrealized gains or losses on transactions between companies within the Group are eliminated. Accounting policies of subsidiaries have been adjusted where necessary to ensure consistency with the policies adopted by the Group.

  • (c) Profit or loss and each component of other comprehensive income are attributed to the owners of the parent and to the non-controlling interests. Total comprehensive income is attributed to the owners of the parent and to the non-controlling interests even if this results in the noncontrolling interests having a deficit balance.

  • (d) Changes in a parent’s ownership interest in a subsidiary that do not result in the parent losing control of the subsidiary (transactions with non-controlling interests) are accounted for as equity transactions, i.e. transactions with owners in their capacity as owners. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity.

  • (e) When the Group loses control of a subsidiary, the Group remeasures any investment retained in the former subsidiary at its fair value. That fair value is regarded as the fair value on initial recognition of a financial asset or the cost on initial recognition of the associate or joint venture. Any difference between fair value and carrying amount is recognized in profit or loss. All amounts previously recognized in other comprehensive income in relation to the subsidiary are reclassified to profit or loss on the same basis as would be required if the related assets or liabilities were disposed of. That is, when the Group loses control of a subsidiary, all gains or losses previously recognized in other comprehensive income in relation to the subsidiary should be reclassified from equity to profit or loss, if such gains or losses would be reclassified to profit or loss when the related assets or liabilities are disposed of.

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B. Subsidiaries included in the consolidated financial statements:

Name of Investor Name of Subsidiary Business
December 31, December 31,
activities
2016
2015
Professional
investment
100
100
Sale of high precision
linear motion
components and
rendering after-sales
service
100
100
Research,
manufacture
and sale of
machineries
80
-
Professional
investment
100
100
Sale of high precision
linear motion
components and
rendering after-sales
service
100
100
Production,
processing and sale
of high precision
linear motion
components and
after-sales service
100
100
Percentage owned by the
Company
Note
CHIEFTEK
PRECISION
CO., LTD.
(“CHIEFTEK
PRECISION”)
CHIEFTEK
PRECISION
CO., LTD.
CHIEFTEK
PRECISION
CO., LTD.
CHIEFTEK
PRECISION
HOLDING CO.,
LTD.
CHIEFTEK
PRECISION
HOLDING CO.,
LTD.
Chieftek
Precision
(Hong Kong)
Co., Limited
CHIEFTEK
PRECISION
HOLDING CO.,
LTD.
cpc Europa
GmbH
(“cpc Europa”)
CSM Maschinen
GmbH
Chieftek
Precision
(Hong Kong)
Co., Limited
CHIEFTEK
PRECISION
USA CO., LTD.
(“cpc USA”)
Chieftek Machinery
(Kunshan) Co., Ltd.
(“Chieftek
(Kunshan)”)
-
-
Note
-
-

Note: Newly established company in March, 2016.

C. Subsidiaries not included in the consolidated financial statements: None.

D. Adjustments for subsidiaries with different balance sheet dates: None.

E. Significant restrictions: None.

F. Subsidiaries that have non-controlling interest that are material to the Group: None.

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(4) Foreign currency translation

Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The consolidated financial statements are presented in New Taiwan dollars, which is the Company’s functional and the Group’s presentation currency.

  • A. Foreign currency transactions and balances

  • (a) Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are remeasured. Foreign exchange gains and losses resulting from the settlement of such transactions are recognized in profit or loss in the period in which they arise.

  • (b) Monetary assets and liabilities denominated in foreign currencies at the period end are retranslated at the exchange rates prevailing at the balance sheet date. Exchange differences arising upon re-translation at the balance sheet date are recognized in profit or loss.

  • (c) Non-monetary assets and liabilities denominated in foreign currencies held at fair value through profit or loss are re-translated at the exchange rates prevailing at the balance sheet date; their translation differences are recognized in profit or loss. Non-monetary assets and liabilities denominated in foreign currencies held at fair value through other comprehensive income are re-translated at the exchange rates prevailing at the balance sheet date; their translation differences are recognized in other comprehensive income. However, non-monetary assets and liabilities denominated in foreign currencies that are not measured at fair value are translated using the historical exchange rates at the dates of the initial transactions.

  • (d) All other foreign exchange gains and losses based on the nature of those transactions are presented in the statement of comprehensive income within ‘other gains and losses’.

  • B. Translation of foreign operations

  • (a) The operating results and financial position of all the group entities that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

    • i. Assets and liabilities for each balance sheet presented are translated at the closing exchange rate at the date of that balance sheet;

    • ii. Income and expenses for each statement of comprehensive income are translated at average exchange rates of that period; and

    • iii. All resulting exchange differences are recognized in other comprehensive income.

  • (b)When the foreign operation partially disposed of or sold is a subsidiary, cumulative exchange differences that were recorded in other comprehensive income are proportionately transferred to the non-controlling interest in this foreign operation. In addition, if the Group retains partial interest in the former foreign subsidiary after losing control of the former foreign subsidiary, such transactions should be accounted for as disposal of all interest in the foreign operation.

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(5) Classification of current and non-current items

  • A. Assets that meet one of the following criteria are classified as current assets; otherwise they are classified as non-current assets:

  • (a) Assets arising from operating activities that are expected to be realized, or are intended to be sold or consumed within the normal operating cycle;

  • (b) Assets held mainly for trading purposes;

  • (c) Assets that are expected to be realized within twelve months from the balance sheet date;

  • (d) Cash and cash equivalents, excluding restricted cash and cash equivalents and those that are to be exchanged or used to pay off liabilities more than twelve months after the balance sheet date.

  • B. Liabilities that meet one of the following criteria are classified as current liabilities; otherwise they are classified as non-current liabilities:

  • (a) Liabilities that are expected to be paid off within the normal operating cycle;

  • (b) Liabilities arising mainly from trading activities;

  • (c) Liabilities that are to be paid off within twelve months from the balance sheet date;

  • (d) Liabilities for which the repayment date cannot be extended unconditionally to more than twelve months after the balance sheet date. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.

(6) Cash equivalents

  • A. Cash equivalents refer to short-term highly liquid investments that are readily convertible to known amount of cash and subject to an insignificant risk of changes in value.

  • B. Time deposits that meet the above criteria and are held for the purpose of meeting short-term cash commitment in operations are classified as cash equivalents.

(7) Receivables

  • Accounts receivable are receivables originated by the entity. They are created by the entity by selling goods or providing services to customers in the ordinary course of business. Accounts receivable are initially recognized at fair value and subsequently measured at amortized cost using the effective interest method, less provision for impairment. However, short-term accounts receivable without bearing interest are subsequently measured at initial invoice amount as the effect of discounting is immaterial.

(8) Impairment of financial assets

  • A. The Group assesses at each balance sheet date whether there is objective evidence that a financial asset or a group of financial assets is impaired as a result of one or more events that occurred after the initial recognition of the asset (a ‘loss event’) and that loss event (or events) has an impact on the estimated future cash flows of the financial asset or group of financial assets that can be reliably estimated.

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  • B. The criteria that the Group uses to determine whether there is objective evidence of an impairment loss is as follows:

  • (a) Significant financial difficulty of the issuer or debtor;

  • (b) The Group, for economic or legal reasons relating to the borrower’s financial difficulty, granted the borrower a concession that a lender would not otherwise consider;

  • (c) It becomes probable that the borrower will enter bankruptcy or other financial reorganization;

  • (d) Observable data indicating that there is a measurable decrease in the estimated future cash flows from a group of financial assets since the initial recognition of those assets, although the decrease cannot yet be identified with the individual financial asset in the group, including adverse changes in the payment status of borrowers in the group or national or local economic conditions that correlate with defaults on the assets in the group;

  • C. When the Group assesses that there has been objective evidence of impairment and an impairment loss has occurred, accounting for impairment is made according of financial assets. The amount of the impairment loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows discounted at the financial asset’s original effective interest rate, and is recognized in profit or loss. If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment loss was recognized, the previously recognized impairment loss is reversed through profit or loss to the extent that the carrying amount of the asset does not exceed its amortized cost that would have been at the date of reversal had the impairment loss not been recognized previously. Impairment loss is recognized and reversed by adjusting the carrying amount of the asset through the use of an impairment allowance account.

(9) Derecognition of financial assets

The Group derecognizes a financial asset when one of the following conditions is met:

  • A. The contractual rights to receive the cash flows from the financial asset expire.

  • B. The contractual rights to receive cash flows of the financial asset have been transferred and the Group has transferred substantially all risks and rewards of ownership of the financial asset.

  • C. The contractual rights to receive cash flows of the financial asset have been transferred and the Group has not retained control of the financial asset.

  • (10) Inventories

  • Inventories are stated at the lower of cost and net realizable value. Cost is determined using the weighted-average method. The cost of finished goods and work in process comprises raw materials, direct labor, other direct costs and related production overheads (allocated based on normal operating capacity). It excludes borrowing costs. The item by item approach is used in applying the lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less the estimated cost of completion and applicable variable selling expenses. When the cost of inventory is lower than net realizable value, a write-down is provided and recognized in operating costs. If the circumstances that caused the write-down cease to exist,

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such that all or part of the write-down is no longer needed, it should be reversed to that extent and recognized as deduction of operating costs.

(11) Property, plant and equipment

  • A. Property, plant and equipment are initially recorded at cost. Borrowing costs incurred during the construction period are capitalized.

  • B. Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognized. All other repairs and maintenance are charged to profit or loss during the financial period in which they are incurred.

  • C. Land is not depreciated. Other property, plant and equipment apply cost model and are depreciated using the straight-line method to allocate their cost over their estimated useful lives. Each part of an item of property, plant and equipment with a cost that is significant in relation to the total cost of the item must be depreciated separately.

  • D. The assets’ residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each financial year end. If expectations for the assets’ residual values and useful lives differ from previous estimates or the patterns of consumption of the assets’future economic benefits embodied in the assets have changed significantly, any change is accounted for as a change in estimate under IAS 8, ‘Accounting Policies, Changes in Accounting Estimates and Errors’, from the date of the change. The estimated useful lives of property, plant and equipment are as follows:

are as follows:
Assets
Buildings and structures
Machinery and equipment
Transportation equipment
Office equipment
Leasehold improvements
Other equipment
Useful lives
3

50
years
2

15
years
3

10
years
1

10
years
2

15
years
2

10
years
  • (12) Leases (lessee)

Payments made under an operating lease (net of any incentives received from the lessor) are recognized in profit or loss on a straight-line basis over the lease term.

(13) Investment property

An investment property is stated initially at its cost and measured subsequently using the cost model.

(14) Intangible assets

  • A. Trademarks and patents

Separately acquired trademarks of corporate identity system and patents are stated initially at cost. Trademarks and patents have a finite useful life and are amortized on a straight-line basis over their estimated useful lives of 10 to 20 years.

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B. Computer software

Computer software is stated initially at cost and amortized on a straight-line basis over its estimated useful life of 3 years.

  • C. Internally generated intangible assets research and development expenditures

  • (a) Research expenditures are recognized as an expense as incurred.

  • (b) Development expenditures that do not meet the following criteria are recognized as expenses

    • as incurred, but are recognized as intangible assets when the following criteria are met:

    • i. It is technically feasible to complete the intangible asset so that it will be available for use or sale;

    • ii. An entity intends to complete the intangible asset and use or sell it;

    • iii. An entity has the ability to use or sell the intangible asset;

    • iv. It can be demonstrated how the intangible asset will generate probable future economic benefits;

    • v. Adequate technical, financial and other resources to complete the development and to use or sell the intangible asset are available; and

    • vi. The expenditure attributable to the intangible asset during its development can be reliably measured.

  • (c) Upon being available for use, internally generated intangible assets are amortized on a straight-line basis over their estimated useful life.

  • D. Other intangible assets

Technology contribution is stated initially at cost, and regarded as having an indefinite useful life as it was assessed to generate continuous net cash inflow in the foreseeable future. Technology contribution is not amortized, but is tested annually for impairment.

  • (15) Impairment of non-financial assets

The Group assesses at each balance sheet date the recoverable amounts of those assets where there is an indication that they are impaired. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell or value in use. When the circumstances or reasons for recognizing impairment loss for an asset in prior years no longer exist or diminish, the impairment loss is reversed. The increased carrying amount due to reversal should not be more than what the depreciated or amortized historical cost would have been if the impairment had not been recognized.

  • (16) Borrowings

  • A. Borrowings are recognized initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortized cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognized in profit or loss over the period of the borrowings using the effective interest method.

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  • B. Fees paid on the establishment of loan facilities are recognized as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the drawdown occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalized as a pre-payment for liquidity services and amortized over the period of the facility to which it relates.

  • (17) Notes and accounts payable

  • Notes and accounts payable are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. They are recognized initially at fair value and subsequently measured at amortized cost using the effective interest method. However, short-term accounts payable without bearing interest are subsequently measured at initial invoice amount as the effect of discounting is insignificant.

  • (18) Derecognition of financial liabilities

  • A financial liability is derecognized when the obligation under the liability specified in the contract is discharged or cancelled or expires.

  • (19) Offsetting financial instruments

Financial assets and liabilities are offset and reported in the net amount in the balance sheet when there is a legally enforceable right to offset the recognized amounts and there is an intention to settle on a net basis or realize the asset and settle the liability simultaneously.

(20) Employee benefits

  • A. Short-term employee benefits

  • Short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in respect of service rendered by employees in a period and should be recognized as expenses in that period when the employees render service.

  • B. Pensions

  • (a) Defined contribution plans

    • For defined contribution plans, the contributions are recognized as pension expenses when they are due on an accrual basis. Prepaid contributions are recognized as an asset to the extent of a cash refund or a reduction in the future payments.
  • (b) Defined benefit plans

    • i. Net obligation under a defined benefit plan is defined as the present value of an amount of pension benefits that employees will receive on retirement for their services with the Group in current period or prior periods. The liability recognized in the balance sheet in respect of defined benefit pension plans is the present value of the defined benefit obligation at the balance sheet date less the fair value of plan assets. The defined benefit net obligation is calculated annually by independent actuaries using the projected unit credit method. The rate used to discount is determined by using interest rates of government bonds (at the balance sheet date) of a currency and term consistent with the currency and term of the employment benefit obligations.

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     - ii. Remeasurement arising on defined benefit plans is recognized in other comprehensive income in the period in which they arise and are recorded as retained earnings.
  • C. Employees’ compensation and directors’ and supervisors’ remuneration

    • Employees’ compensation and directors’ and supervisors’ remuneration are recognized as expenses and liabilities, provided that such recognition is required under legal or constructive obligation and those amounts can be reliably estimated. Any difference between the resolved amounts and the subsequently actual distributed amounts is accounted for as changes in estimates. If employee compensation is distributed by shares, the Group calculates the number of shares based on the closing price at the previous day of the board meeting resolution.
  • (21) Income tax

  • A. The tax expense for the period comprises current and deferred tax. Tax is recognized in profit or loss, except to the extent that it relates to items recognized in other comprehensive income or items recognized directly in equity, in which cases the tax is recognized in other comprehensive income or equity.

  • B. The current income tax expense is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the Company and its subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in accordance with applicable tax regulations. It establishes provisions where appropriate based on the amounts expected to be paid to the tax authorities. An additional 10% tax is levied on the unappropriated retained earnings and is recorded as income tax expense in the year the stockholders resolve to retain the earnings.

  • C. Deferred tax is recognized, using the balance sheet liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated balance sheet. However, the deferred tax is not accounted for if it arises from initial recognition of goodwill or of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred tax is provided on temporary differences arising on investments in subsidiaries, except where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax is determined using tax rates and laws that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred tax asset is realized or the deferred tax liability is settled.

  • D. Deferred tax assets are recognized only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized. At each balance sheet date, unrecognized and recognized deferred tax assets are reassessed.

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  • E. Current income tax assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right to offset the recognized amounts and there is an intention to settle on a net basis or realize the asset and settle the liability simultaneously. Deferred tax assets and liabilities are offset on the balance sheet when the entity has the legally enforceable right to offset current tax assets against current tax liabilities and they are levied by the same taxation authority on either the same entity or different entities that intend to settle on a net basis or realize the asset and settle the liability simultaneously.

  • F. A deferred tax asset shall be recognized for the carryforward of unused tax credits resulting from research and development expenditures to the extent that it is possible that future taxable profit will be available against which the unused tax credits can be utilized.

(22) Share capital

  • A. Ordinary shares are classified as equity.

  • B. Where the Company repurchases the Company’s equity share capital that has been issued, the consideration paid, including any directly attributable incremental costs (net of income taxes) is resolved from equity attributable to the Company’s equity holders. Where such shares are subsequently reissued, the difference between their book value and any consideration received, net of any directly attributable incremental transaction costs and the related income tax effects, is included in equity attributable to the Company’s equity holders.

(23) Dividends

Dividends are recorded in the Company’s financial statements in the period in which they are resolved by the Company’s shareholders. Cash dividends are recorded as liabilities; stock dividends are recorded as stock dividends to be distributed and are reclassified to ordinary shares on the effective date of new shares issuance.

(24) Revenue recognition

  • Revenue is measured at the fair value of the consideration received or receivable taking into account sales tax, returns, rebates and discounts for the sale of goods to external customers in the ordinary course of the Group’s activities. Revenue arising from the sales of goods is recognized when the Group has delivered the goods to the customer, the amount of sales revenue can be measured reliably and it is probable that the future economic benefits associated with the transaction will flow to the entity. The delivery of goods is completed when the significant risks and rewards of ownership have been transferred to the customer, the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold, and the customer has accepted the goods based on the sales contract or there is objective evidence showing that all acceptance provisions have been satisfied.

~26~

(25) Government grants

Government grants are recognized at their fair value only when there is reasonable assurance that the Company will comply with any conditions attached to the grants and the grants will be received. Government grants are recognized in profit or loss on a systematic basis over the periods in which the Company recognizes expenses for the related costs for which the grants are intended to compensate.

(26) Operating segments

  • Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker is responsible for allocating resources and assessing performance of the operating segments.

5. CRITICALACCOUNTING JUDGEMENTS, ESTIMATES AND KEY SOURCES OF

ASSUMPTION UNCERTAINTY

The preparation of these consolidated financial statements requires management to make critical judgements in applying the Group’s accounting policies and make critical assumptions and estimates concerning future events. Assumptions and estimates may differ from the actual results and are continually evaluated and adjusted based on historical experience and other factors. Such assumptions and estimates have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year; and the related information is addressed below:

(1) Evaluation of inventories

  • A.As inventories are stated at the lower of cost and net realizable value, the Group must determine the net realizable value of inventories on balance sheet date using judgements and estimates. Due to the rapid technology innovation, the Group evaluates the amounts of normal inventory consumption, obsolete inventories or inventories without market selling value on balance sheet date, and writes down the cost of inventories to the net realizable value. Such an evaluation of inventories is principally based on the demand for the products within the specified period in the future. Therefore, there might be material changes to the evaluation.

  • B. As of December 31, 2016, the carrying amount of inventories was $318,565.

(2) Impairment assessment of tangible and intangible assets (excluding goodwill)

  • A. The Group assesses impairment based on its subjective judgement and determines the separate cash flows of a specific group of assets, useful lives of assets and the future possible income and expenses arising from the assets depending on how assets are utilized and industrial characteristics. Any changes of economic circumstances or estimates due to the change of Group strategy might cause material impairment on assets in the future.

  • B. As of December 31, 2016, the Group recognized intangible assets, net of impairment loss, amounting to $68,707.

~27~

6. DETAILS OF SIGNIFICANT ACCOUNTS

(1) Cash and cash equivalents

TAILS OF SIGNIFICANT ACCOUNTS
Cash and cash equivalents
Cash:
Cash on hand
Checking accounts and demand deposits
Cash Equivalents:
Time deposits
December31,2016
852
$ 504,120
504,972
1,458
506,430
$
December31,2015
1,104
$ 432,217
433,321
16,528
449,849
$
  • A. The Group associates with a variety of financial institutions all with high credit quality to disperse credit risk, so it expects that the probability of counterparty default is remote.

  • B. Details of the Group’s cash and cash equivalents pledged to others as collateral as of December 31, 2016 and 2015 are provided in Note 8, ‘Pledged assets’.

  • (2) Accounts receivable, net

Accounts receivable, net
December 31,2016 December 31,2015
Accounts receivable $ 337,065 $ 341,943
Less: Allowance for doubtful accounts ( 13,205) ( 17,514)
$ 323,860 $ 324,429
  • A. The ageing analysis of the Group’s accounts receivable that were past due but not impaired is as follows:
follows:
Up to 30 days
31 to 90 days
91 to 180 days
181 to 365 days
Over 365 days
December31,2016
30,547
$ 38,511
15,301
14,718
-
99,077
$
December31,2015
32,826
$ 31,293
21,063
3,697
1,421
90,300
$

The above ageing analysis was based on invoice past due date.

  • B. Movement analysis of the Group’s financial assets that were impaired is as follows:

For the years ended December 31,

2016 2015
Group provision Group provision
At January 1 $ 17,514 $ 23,140
Reversal of allowance for doubtful accounts ( 3,480) ( 5,254)
Effect of foreign exchange rate changes ( 829) ( 372)
At December 31 $ 13,205 $ 17,514

~28~

  • C. The Group’s accounts receivable that were neither past due nor impaired were from the customers who have good credit quality.

  • D. As of December 31, 2016 and 2015, the Group does not hold any collateral as security for accounts receivable.

(3) Inventories

receivable.
Inventories
Raw materials
Supplies
Work in process
Finished goods
Raw materials
Supplies
Work in process
Finished goods
December31,2016
Allowance for
Cost
marketprice decline
27,365
$ 498)
($ 30,742
3,402)
(
148,618
13,498)
(
185,153
55,915)
(
391,878
$ 73,313)
($ December31,2015
Bookvalue
26,867
$ 27,340
135,120
129,238
318,565
$
Allowance for
Cost
marketprice decline
26,426
$ 441)
($ 32,156
2,541)
(
147,064
11,551)
(
236,159
61,773)
(
441,805
$ 76,306)
($
Bookvalue
25,985
$ 29,615
135,513
174,386
365,499
$

The cost of inventories recognized as expense for the year:

For the years ended December 31,

2016 2015
Cost of goods sold $ 628,439 $ 695,059
Provision for inventory market price decline 327 17,095
(Gain) Loss on physical inventory ( 843) 3,622
Revenue from sale of scraps ( 104) ( 197)
$ 627,819 $ 715,579

~29~

(4) Property, plant and equipment

January1,2016
Cost
Accumulated depreciation
For theyear ended December 31,2016
At January 1
Additions
Transferred from investment property
Transferred from prepayments for
equipment
Transferred after acceptance inspection
Depreciation charge
Disposals-Cost
'
-Accumulated depreciation
Net currency exchange differences
At December 31
December 31,2016
Cost
Accumulated depreciation
Construction
Leasehold
in progress
Buildings
improvements
and equipment
and
Machinery and
Transportation
Office
and other
before acceptance
Land
structures
equipment
equipment
equipment
equipment
inspection
Total
-
$ 447,810
$ 795,195
$ 5,385
$ 17,282
$ 116,728
$ 18,541
$ 1,400,941
$ -
78,604)
(
544,552)
(
4,068)
(
15,605)
(
96,805)
(
-
739,634)
(
-
$ 369,206
$ 250,643
$ 1,317
$ 1,677
$ 19,923
$ 18,541
$ 661,307
$ -
$ 369,206
$ 250,643
$ 1,317
$ 1,677
$ 19,923
$ 18,541
$ 661,307
$ -
1,862
8,737
149
552
4,467
830
16,597
316,864
-
-
-
-
-
-
316,864
-
-
-
-
-
-
16,857
16,857
-
12,681
17,584
-
-
3,126
33,391)
(
-
-
13,191)
(
94,070)
(
455)
(
1,147)
(
9,433)
(
-
118,296)
(
-
-
1,059)
(
-
160)
(
353)
(
-
1,572)
(
-
-
967
-
160
353
-
1,480
-
-
968)
(
76)
(
33)
(
141)
(
-
1,218)
(
316,864
$ 370,558
$ 181,834
$ 935
$ 1,049
$ 17,942
$ 2,837
$ 892,019
$ 316,864
$ 462,353
$ 818,978
$ 5,384
$ 17,470
$ 123,646
$ 2,837
$ 1,747,532
$ -
91,795)
(
637,144)
(
4,449)
(
16,421)
(
105,704)
(
-
855,513)
(
316,864
$ 370,558
$ 181,834
$ 935
$ 1,049
$ 17,942
$ 2,837
$ 892,019
$

~30~

Construction
Leasehold in progress
Buildings improvements and equipment
and Machinery and Transportation Office and other before acceptance
January1,2015 structures equipment equipment equipment equipment inspection Total
Cost $ 446,668 $ 793,127 $ 4,091 $ 17,139 $ 109,457 $ 14,830 $ 1,385,312
Accumulated depreciation ( 65,587) ( 444,517) ( 3,877) ( 14,557) ( 86,677) - ( 615,215)
$ 381,081 $ 348,610 $ 214 $ 2,582 $ 22,780 $ 14,830 $ 770,097
For theyear ended December 31,2015
At January 1 $ 381,081 $ 348,610 $ 214 $ 2,582 $ 22,780 $ 14,830 $ 770,097
Additions 1,142 8,380 1,321 419 5,855 1,110 18,227
Transferred from prepayments for
equipment - - - - - 5,139 5,139
Transferred after acceptance inspection - 634 - - 1,904 ( 2,538) -
Depreciation charge ( 13,017) ( 104,787) ( 204) ( 1,313) ( 10,425) - ( 129,746)
Disposals-Cost - ( 6,191) - ( 202) ( 172) - ( 6,565)
'
-Accumulated depreciation
- 4,677 - 202 172 - 5,051
Net currency exchange differences - ( 680) ( 14) ( 11) ( 191) - ( 896)
At December 31 $ 369,206 $ 250,643 $ 1,317 $ 1,677 $ 19,923 $ 18,541 $ 661,307
December 31,2015
Cost $ 447,810 $ 795,195 $ 5,385 $ 17,282 $ 116,728 $ 18,541 $ 1,400,941
Accumulated depreciation ( 78,604) ( 544,552) ( 4,068) ( 15,605) ( 96,805) - ( 739,634)
$ 369,206 $ 250,643 $ 1,317 $ 1,677 $ 19,923 $ 18,541 $ 661,307

~31~

  • A. Amount of borrowing costs capitalized as part of property, plant and equipment and the range of the interest rates for such capitalization are as follows:
Amount capitalized
Interest rate
For theyears ended December31, For theyears ended December31,
2016
370
$ 1.65%
2015
309
$
1.76%
  • B. Information about the property, plant and equipment that were pledged to others as collateral as of December 31, 2016 and 2015 is provided in Note 8, ‘Pledged assets’.

  • C. Information about transferred from investment property for the years ended December 31, 2016 is provided in Note 6(5), B.

(5) Investment property, net

For the years ended December 31, 2016 and 2015, details of movements in investment property are as follows:

as follows:
2016 Land
Cost at January 1 $ 316,864
Transferred to property, plant and equipment ( 316,864)
Cost at December 31 $ -
2015 Land
Cost at January 1 and December 31 $ 316,864

Cost at January 1 and December 31

  • A. Rental income from investment property and direct operating expenses arising from investment property are shown below:
property are shown below:
Rental income from investment property
Direct operating expenses arising from the
investment property that did not generate
rental income during the year
For theyears ended December31,
2016
-
$ 989
$
2015
-
$
879
$
  • B. Due to future operational development, the Board of Directors on August 10, 2016, authorized the transfer of the investment property to property, plant and equipment for construction of new factory.

  • C. The fair value of the investment property held by the Group as at December 31, 2015 was $320,270, which was valued using the actual price registration, and is categorized within Level 3 in the fair value hierarchy.

  • D. Information about the investment property that was pledged to others as collateral as of December 31, 2015 is provided in Note 8, ‘Pledged assets’.

~32~

(6) Intangible assets

For the years ended December 31, 2016 and 2015, reconciliation chart of the initial cost, accumulated amortization amount and carrying amount at beginning and end of year of intangible assets is as follows:

For the year ended December 31, 2016

Trademarks
Patents
Software
At January 1
Cost
578
$ 6,497
$ 4,613
$ Accumulated amortization
578)
(
871)
(
3,635)
(
Net value
-
$ 5,626
$ 978
$ 2016
Net value at January 1, 2016
-
$ 5,626
$ 978
$ Additions-acquired separately
-
2,673
1,732
Additions-depreciation reclassified
-
-
-
Additions-amortization reclassified
-
-
-
Disposals-cost
-
24)
(
146)
(
Disposals-accumulated amortization
-
6
146
Amortization
-
498)
(
944)
(
Impairment loss
-
-
-
Net currency exchange differences
-
-
31)
(
Net value at December 31, 2016
-
$ 7,783
$ 1,735
$ At December 31, 2016
Cost
578
$ 9,146
$ 6,156
$ Accumulated amortization
578)
(
1,363)
(
4,421)
(
Accumulated impairment
-
-
-
Net value
-
$ 7,783
$ 1,735
$

~33~

For theyear ended December For theyear ended December For theyear ended December For theyear ended December 31, 2015
Trademarks Patents Software Others Total
At January 1
Cost $ 578 $ 3,799 $ 4,563 $ 60,000 $ 68,940
Accumulated amortization ( 540) ( 593) ( 3,023) ( 13,500) ( 17,656)
Net value $ 38 $ 3,206 $ 1,540 $ 46,500 $ 51,284
2015
Net value at January 1, 2015 $ 38 $ 3,206 $ 1,540 $ 46,500 $ 51,284
Additions-acquired separately - 2,698 65 - 2,763
Amortization ( 38) ( 278) ( 621) - ( 937)
Net currency exchange differences - - ( 6) - ( 6)
Net value at December 31, 2015 $ - $ 5,626 $ 978 $ 46,500 $ 53,104
At December 31, 2015
Cost $ 578 $ 6,497 $ 4,613 $ 60,000 $ 71,688
Accumulated amortization ( 578) ( 871) ( 3,635) ( 13,500) ( 18,584)
Net value $ - $ 5,626 $ 978 $ 46,500 $ 53,104

~34~

  • A. For the years ended December 31, 2016 and 2015, no borrowing costs were capitalized as part of intangible assets.

  • B. Details of amortization on intangible assets are as follows:

For the years ended December 31,

Manufacturing overhead
General and administrative expenses
Research and development expenses
2016
167
$ 127
1,148
1,442
$
2015
167
$ 189
581
937
$
  • C. For impairment information about the intangible assets, please refer to Note 6(7), ‘Impairment of non-financial assets’.

(7) Impairment of non-financial assets

  • A. The Group recognized impairment loss for the years ended December 31, 2016 and 2015 was -

  • $4,298 and $ , respectively (Listed as ‘Other gains and losses’). Details of such loss are as follows:

For the years ended December 31,

- Impairment loss intangible assets

Recognized in other
Recognized
comprehensive
inprofit or loss
income
4,298
$ -
$ 2016
2015 2015
Recognized in other
Recognized
comprehensive
inprofit or loss
income
-
$ -
$
-
$
  • B. The impairment loss reported by operating segments is as follows:

For the years ended December 31,

The Company

Recognized in other
Recognized
comprehensive
inprofit or loss
income
4,298
$ -
$ 2016
2015 2015
Recognized in other
Recognized
comprehensive
inprofit or loss
income
-
$ -
$
-
$

~35~

(8) Short-term borrowings

Nature December31,2016 December31,2016 Interest rate range Collateral
Unsecured borrowings $ 125,000 1.05%~1.18% None
Secured borrowings 62,715 1.20%~1.51% Endorsements and
guaruantees by parent
company
$ 187,715
Nature December31,2015 Interest rate range Collateral
Unsecured borrowings $ 204,803 0.79%~1.58% None
Long-term borrowings
Interest rate
Nature Expirydate December 31,2016 range Collateral
Long-term bank borrowings
Secured borrowings February 17, $ 426,250 1.37%~ Time deposits, land, buildings
2018~ 2.01% and structures, machinery
September 23, and equipment
2021
Unsecured borrowings September 23,
2019 22,916 1.37% None
449,166
Less: current portion ( 58,533)
$ 390,633
Interest rate
Nature Expirydate December 31,2015 range Collateral
Long-term bank borrowings
Secured borrowings February 10, $ 602,578 1.65%~ Demand deposits, buildings
2017~ 2.14% and structures, machinery
December 9, and equipment, investment
2019 property-land and
endorsements and guarantees
by parent company
Less: current portion ( 99,160)
$ 503,418

- (9) Long term borrowings

As of March 25, 2016, the Company has extended the credit contract with Chang Hwa Commercial Bank, Ltd. to February 17, 2018.

~36~

(10) Pensions

  • A.(a) The Company has a defined benefit pension plan in accordance with the Labor Standards Law, covering all regular employees’ service years prior to the enforcement of the Labor Pension Act on July 1, 2005 and service years thereafter of employees who chose to continue to be subject to the pension mechanism under the Law. Under the defined benefit pension plan, two units are accrued for each year of service for the first 15 years and one unit for each additional year thereafter, subject to a maximum of 45 units. Pension benefits are based on the number of units accrued and the average monthly salaries and wages of the last 6 months prior to retirement. The Company contributes monthly an amount equal to 2% of the employees’ monthly salaries and wages to the retirement fund deposited with Bank of Taiwan, the trustee, under the name of the independent retirement fund committee. Also, the Company would assess the balance in the aforementioned labor pension reserve account by December 31, every year. If the account balance is not enough to pay the pension calculated by the aforementioned method to the employees expected to qualify for retirement in the following year, the Company will make contribution for the deficit by next March.

  • (b) The amounts recognized in the balance sheet are as follows:

December 31,2016 December 31,2015
Present value of defined benefit obligations ($ 8,437) ($ 7,433)
Fair value of plan assets 3,812 3,483
Net defined benefit liability $ 4,625 ($ 3,950)
  • (c) Movements in net defined benefit liabilities are as follows:
For theyear ended December31,2016 Present value of
defined benefit
obligations
Fair value of
plan assets
Net defined
benefit liability
Balance at January 1
Interest (expense) income
Remeasurements:
Return on plan assets
(excluding amounts included in
interest income or expense)
Change in financial assumptions
Experience adjustments
Pension fund contribution
Balance at December 31
7,433)
($ 126)
(
7,559)
(
-
253)
(
625)
(
878)
(
-
8,437)
($
3,483
$ 59
3,542
28)
(
-
-
28)
(
298
3,812
$
3,950)
($ 67)
(
4,017)
(
28)
(
253)
(
625)
(
906)
(
298
4,625)
($

~37~

For theyear ended December31,2015
Balance at January 1
Interest (expense) income
Remeasurements:
Return on plan assets
(excluding amounts included in
interest income or expense)
Change in financial assumptions
Experience adjustments
Pension fund contribution
Balance at December 31
Present value of
defined benefit
obligations
Fair value of
plan assets
Net defined
benefit liability
3,547)
($ 71)
(
3,618)
(
-
206)
(
3,609)
(
3,815)
(
-
7,433)
($
3,106
$ 62
3,168
17
-
-
17
298
3,483
$
441)
($ 9)
(
450)
(
17
206)
(
3,609)
(
3,798)
(
298
3,950)
($

(d) The Bank of Taiwan was commissioned to manage the Fund of the Company’s defined benefit pension plan in accordance with the Fund’s annual investment and utilization plan and the “Regulations for Revenues, Expenditures, Safeguard and Utilization of the Labor Retirement Fund” (Article 6: The scope of utilization for the Fund includes deposit in domestic or foreign financial institutions, investment in domestic or foreign listed, over-the-counter, or private placement equity securities, investment in domestic or foreign real estate securitization products, etc.). With regard to the utilization of the Fund, its minimum earnings in the annual distributions on the final financial statements shall be no less than the earnings attainable from the amounts accrued from two-year time deposits with the interest rates offered by local banks. If the earnings is less than aforementioned rates, government shall make payment for the deficit after being authorized by the Regulator. The Company has no right to participate in managing and operating that fund and hence the Company is unable to disclose the classification of plan asset fair value in accordance with IAS 19 paragraph 142. The composition of fair value of plan assets as of December 31, 2016 and 2015 is given in the Annual Labor Retirement Fund Utilization Report announced by the government.

(e) The principal actuarial assumptions used were as follows:

For the years ended December 31,

Discount rate
Future salary increases
2016
1.40%
3.25%
2015
1.70%
3.25%

~38~

Assumptions regarding future mortality experience are set based on actuarial advice in accordance with Taiwan Life Insurance Industry 5th Mortality Table.

Because the main actuarial assumption changed, the present value of defined benefit obligation is affected. The analysis was as follows:

Increase 0.25%
Decrease 0.25%
December 31,2016
Effect on present value of
defined benefit obligation
211)
($ 222
$ Discount rate
Increase 0.25%
Decrease 0.25%
December 31,2015
Effect on present value of
defined benefit obligation
161)
($ 194
$ Discount rate
Increase 0.25%
Decrease 0.25%
197
$ 188)
($ Future salaryincreases
Increase 0.25%
Decrease 0.25%
170
$ 144)
($ Future salaryincreases

The sensitivity analysis above was based on one assumption which changed while the other conditions remain unchanged. In practice, more than one assumption may change all at once. The method of analysing sensitivity and the method of calculating net pension liability in the balance sheet are the same.

  • (f) Expected contributions to the defined benefit pension plan of the Company for the year ended December 31, 2017 are $297.

  • (g) As of December 31, 2016, the weighted average duration of that retirement plan is 12 years. The analysis of timing of the future pension payment was as follows:

The analysis of timing of the future pension payment was as follows:
Within 1 year
2-5 years
Over 5 years
1,928
$ 2,164
5,749
9,841
$
  • B. Effective July 1, 2005, the Company has established a defined contribution pension plan (the “New Plan”) under the Labor Pension Act (the “Act”), covering all regular employees with R.O.C. nationality. Under the New Plan, the Company contributes monthly an amount based on 6% of the employees’monthly salaries and wages to the employees’individual pension accounts at the Bureau of Labor Insurance. The benefits accrued are paid monthly or in lump sum upon termination of employment. The other subsidiaries are subject to local government sponsored defined contribution plan. In accordance with the related laws of the respective local government, the independent pension fund of employees is administered by the government. Other than the monthly contributions, these subsidiaries do not have further obligations. The pension costs under the defined contribution pension plans of the Group for the years ended December 31, 2016 and 2015 were $10,332 and $9,376, respectively.

~39~

(11) Share capital-common stock

  • A. Movements in the number of the Company’s ordinary shares outstanding are as follows (in thousands of shares):
thousands of shares):
Balance at beginning of year
Stock dividends
Buy-back of treasury shares
Balance at end of year
For theyears ended December31,
2016
2015
56,234
56,355
2,812
-
-
121)
(
59,046
56,234
2015
56,234
  • B. On June 25, 2015, the Company’s stockholders adopted a resolution to increase the authorized capital by $400,000. The authorized capital is $1,200,000 under the amended Articles of Incorporation of the Company.

  • C. On June 16, 2016, the Company’s stockholders adopted a resolution to issue shares of common stock due to capitalization of retained earnings of $28,117 and obtained approval from the SFC. The effective date of capitalization was set on August 31, 2016.

  • D. Treasury shares

  • (a) Reason for share reacquisition and movements in the number of the Company’s treasury shares are as follows (in thousands of shares):

For the year ended December 31, 2016

For theyear ended For theyear ended December31,2016
Reason for reacquisition
To be reissued to employees
Reason for reacquisition
To be reissued to employees
Shares at
beginning
ofyear
Increase
3,000
-
For theyear ended
Shares at
Decrease
end ofyear
-
3,000
Shares at
Decrease
end ofyear
-
3,000
December31,2015
Shares at
beginning
ofyear
2,879
Increase
121
Decrease
-
  • (b) Pursuant to the R.O.C. Securities and Exchange Law, the number of shares bought back as treasury share should not exceed 10% of the number of the Company’s issued and outstanding shares and the amount bought back should not exceed the sum of retained earnings, paid-in capital in excess of par value and realized capital surplus. The amount of shares bought back -

  • as treasury shares for the years ended December 31, 2016 and 2015 was $ and $5,177 (121 thousand shares), respectively. As of December 31, 2016 and 2015, the treasury shares amounted to $118,544.

~40~

  • (c) Pursuant to the R.O.C. Securities and Exchange Law, treasury shares should not be pledged as collateral and is not entitled to dividends before it is reissued.

  • (d) Pursuant to the R.O.C. Securities and Exchange Law, treasury shares should be reissued to the employees within three years from the reacquisition date and shares not reissued within the three-year period are to be retired.

  • E. As of December 31, 2016, the Company’s authorized capital was $1,200,000 (including $30,000 reserved for employee stock options), and the paid-in capital was $620,455 (62,046 thousand shares) with par value of $10 (in dollars) per share.

(12) Capital reserve

2016
Balances at beginning and end of year
2015
Balances at beginning and end of year
Sharepremium
462,937
$ Sharepremium
462,937
$
Others
Total
114
$ 463,051
$ Others
Total
114
$ 463,051
$

Pursuant to the R.O.C. Company Act, capital surplus arising from paid-in capital in excess of par value on issuance of common stocks and donations can be used to cover accumulated deficit or to issue new stocks or cash to shareholders in proportion to their share ownership, provided that the Company has no accumulated deficit. Further, the R.O.C. Securities and Exchange Law requires that the amount of capital surplus to be capitalized mentioned above should not exceed 10% of the paid-in capital each year. Capital surplus should not be used to cover accumulated deficit unless the legal reserve is insufficient.

(13) Retained earnings

  • A. The legal reserve shall be exclusively used to cover accumulated deficit, to issue new stocks, or to distribute cash to shareholders in proportion to their share ownership. The use of legal reserve for the issuance of stocks or cash dividends to shareholders in proportion to their share ownership is permitted provided that the balance of such reserve exceeds 25% of the Company’s paid-in capital.

  • B. According to the Company’s Articles of Incorporation, the Company’s dividend policy is to distribute the current year’s earnings, if any, in the following order:

  • (1) pay all taxes and dues;

  • (2) offset any loss of prior years;

  • (3) set aside 10% as legal reserve;

  • (4) set aside or reverse special reserve as required by regulations or the Competent Authority;

  • (5) The appropriation of the remaining amount after deducting items (1) to (4), along with the unappropriated retained earnings of prior years can be distributed in accordance with a resolution passed during a meeting of the Board of Directors and approved at the shareholders’ meeting. However, the distribution of dividends shall not be lower than 20% of the current year’s profit after deducting items (1) to (4). In order to continually expand the scale of

~41~

operation, increase competitiveness as well as cooperate with the Company’s long-term development, future capital requirements and long-term financial plan, the dividend policy is to distribute stock dividends and partially as cash dividends. Cash dividends shall not be less than 10% of the total dividends distributed to shareholders.

  • C. In accordance with the regulations, the Company shall set aside special reserve from the debit balance on other equity items at the balance sheet date before distributing earnings. When debit balance on other equity items is reversed subsequently, the reversed amount could be included in the distributable earnings. No amount was previously set aside by the Company as special reserve on initial application of IFRSs in accordance with Jin-Guan-Zheng-Fa-Zi Letter No. 1010012865, dated April 6, 2012.

  • D. The Company recognized cash dividends amounting to $28,117 ($0.5 (in dollars) per share) and $28,117 ($0.5 (in dollars) per share) and stock dividends amounting to $28,117 ($0.5 (in dollars) -

  • per share) and $ distributed to owners for the years ended December 31, 2016 and 2015, respectively. On March 23, 2017, the Board of Directors during its meeting proposed cash dividends for 2016 of $59,045 ($1.0 (in dollars) per share).

(14) Other income

For the years ended December 31,

Government grants income
Interest income:
Interest income from bank deposits
Other income:
Reversal of allowance for doubtful accounts
Others
2016
1,150
$ 1,242
3,480
2,297
8,169
$
2015
-
$ 1,528
5,254
1,497
8,279
$

(15) Other gains and losses

For the years ended December 31,

2016 2015
Net currency exchange loss ($ 10,041) ($ 3,427)
Loss on disposal of property, plant,
and equipment ( 92) ( 1,404)
Loss on disposal of intangible asset ( 18) -
Impairment loss ( 4,298) -
Other losses - ( 192)
($ 14,449) ($ 5,023)

~42~

(16) Finance costs

For the years ended December 31,

2016 2015
Interest expense on bank borrowings $ 13,015 $ 18,306
Less: capitalization of qualifying assets ( 370) ( 309)
$ 12,645 $ 17,997

(17) Expenses by nature

For the year ended December 31, 2016

Expenses by nature 12,645
$ 17,997
$ For theyear ended December31,2016
12,645
$ 17,997
$ For theyear ended December31,2016
17,997
1,2016
Employee benefit expense
Employee benefit expense
Depreciation
Amortization
Employee benefit expense
Depreciation
Amortization
Wages and salaries
Labor and health insurance expense
Pension costs
Other personnel expenses
Wages and salaries
Labor and health insurance expense
Pension costs
Other personnel expenses
Operatingcost
Operatingexpense
Total
145,150
$ 121,818
$ 266,968
$ 105,108
13,188
118,296
167
1,275
1,442
250,425
$ 136,281
$ 386,706
$ For theyear ended December31,2015
Total
266,968
$ 118,296
1,442
386,706
$
Operatingcost
Operatingexpense
Total
142,036
$ 106,028
$ 248,064
$ 117,819
11,927
129,746
167
770
937
260,022
$ 118,725
$ 378,747
$ For theyear ended December31,2016
Total
248,064
$ 129,746
937
378,747
$
Operatingcost
Operatingexpense
Total
122,414
$ 105,912
$ 228,326
$ 12,224
8,060
20,284
5,938
4,461
10,399
4,574
3,385
7,959
145,150
$ 121,818
$ 266,968
$ Forthe yearendedDecember31,2015
Total
228,326
$ 20,284
10,399
7,959
266,968
$
Operatingcost
119,878
$ 11,666
5,698
4,794
142,036
$
Operatingexpense
92,081
$ 7,053
3,687
3,207
106,028
$
Total
211,959
$ 18,719
9,385
8,001
248,064
$

(18) Employee benefit expense

~43~

  • A. According to the Articles of Incorporation of the Company, a ratio of profit of the current year distributable, after covering accumulated losses, shall be distributed as employees’ compensation and directors’ and supervisors’ remuneration. The ratio shall be 3% to 8% for employees’ compensation and shall not be higher than 3% for directors’ and supervisors’ remuneration.

  • B. For the years ended December 31, 2016 and 2015, the Company’s employees’ compensation was accrued at $9,006 and $6,850, respectively; while directors’ and supervisors’ remuneration was accrued at $3,377 and $2,569, respectively. The aforementioned amounts were recognized in salary expenses.

  • The expenses recognized for 2016 were accrued based on the earnings of current year and the percentage specified in the Articles of Incorporation of the Company. The employees’ compensation and directors’ and supervisors’ remuneration for 2016 as resolved by the Board of Directors was $8,975 and $3,366, respectively. The employees’ compensation will be distributed in the form of cash.

  • The employees’ compensation and directors’ and supervisors’ remuneration for 2015 as resolved by the Board of Directors was $9,419, which was the same amount recognized in the 2015 financial statements. The employees’ compensation will be distributed in the form of cash. Information about the appropriation of employees’ compensation and directors’ and supervisors’ remuneration by the Company as proposed by the Board of Directors will be posted in the “Market Observation Post System” at the website of the Taiwan Stock Exchange.

(19) Income tax

  • A. Income tax expense

  • (a) Components of income tax expense:

For the years ended December 31,

2016 2015
Current income tax:
Income tax incurred in current year $ 17,342 $ 13,821
10% tax on unappropriated earnings 432 -
Prior year’s income tax over estimate ( 10) ( 2,187)
Total current income tax 17,764 11,634
Deferred income tax:
Origination and reversal of temporary
differences 2,110 ( 1,001)
Income tax expense $ 19,874 $ 10,633

~44~

(b) The income tax relating to components of other comprehensive income is as follows:

For the years ended December 31,

2016 2016 2015 2015
Remeasurement of defined benefit obligations ($ 154) ($ 646)
B. Reconciliation between income tax expense and accounting profit
For theyears ended December 31,
2016 2015
Tax calculated based on profit before tax and $ 22,607 $ 16,961
statutory tax rate
Effect of iterns disallowed by tax regulation 682 63
Effect from investment tax credits ( 3,837) ( 2,514)
Effect from five year tax exempt project - ( 1,690)
10% tax on unappropriated earnings 432 -
Prior year income tax over estimate ( 10) ( 2,187)
Income tax expense $ 19,874 $ 10,633
C. Amounts of deferred tax assets or liabilities as a result of temporary differences are as follows:
For theyear ended December 31,2016
Recognized
Recognized in other
in profit comprehensive
January1 or loss income December 31
Temporary differences:
Deferred tax assets:
Allowance for doubtful accounts $ 535 ($ 535) $ - $ -
Loss on invetory market value
decline 1,843 430 - 2,273
Investment loss 6,117 ( 208) - 5,909
Unused compensated absences 1,077 468 - 1,545
Unrealized gain on inter affiliates 12,969 ( 2,568) - 10,401
Pensions 1,004 - 154 1,158
$ 23,545 ($ 2,413) $ 154 $ 21,286
Deferred tax liabilities:
Depreciation ($ 1,791) $ 44 $ - ($ 1,747)
Unrealized gain on foreign
currency exchange ( 1,126) 259 - ( 867)
($ 2,917) $ 303 $ - ($ 2,614)
$ 20,628 ($ 2,110) $ 154 $ 18,672

~45~

For the year ended December 31, 2015

Recognized
in profit
January1
or loss
Temporary differences:
Deferred tax assets:
Allowance for doubtful accounts
638
$ 103)
($ Loss on invetory market value
decline
1,541
302
Investment loss
4,561
1,556
Unused compensated absences
932
145
Unrealized gain on inter affiliates
12,525
444
Unrealized loss on foreign
currency exchange
261
261)
(
Pensions
358
-
20,816
$ 2,083
$ Deferred tax liabilities:
Depreciation
1,835)
($ 44
$ Unrealized gain on foreign
currency exchange
-
1,126)
(
1,835)
($ 1,082)
($ 18,981
$ 1,001
$
Recognized
in other
comprehensive
income
December31
-
$ 535
$ -
1,843
-
6,117
-
1,077
-
12,969
-
-
646
1,004
646
$ 23,545
$ -
$ 1,791)
($ -
1,126)
(
-
$ 2,917)
($ 646
$ 20,628
$
  • D. The Company’s income tax returns through 2015 have been assessed and approved by the Tax Authority, except for the 2014 income tax return which is currently under examination. There were no disputes existing between the Company and the Authority as of March 23, 2017.

  • E. Unappropriated retained earnings:

December 31, 2016 December 31, 2015 Earnings generated in and after 1998 $ 334,354 $ 312,835 F. As of December 31, 2016 and 2015, the balance of the imputation tax credit account was $59,918 and $60,819, respectively. As dividends were approved at the stockholders’ meeting on June 16, 2016 and June 25, 2015 with the dividend distribution date set by the Board of Directors on August 31, 2016 and July 20, 2015, the creditable tax rate for the unappropriated retained earnings for 2015 and 2014 is 21.53% and 23.45%, respectively, and the creditable tax rate for 2016 is expected to be 19.70%. As the imputation tax credit is to be calculated based on the balance of the imputation tax credit account as of the dividend distribution date, the applicable creditable tax rate for 2016 is expected to be adjusted based on all possible imputation tax credit generated before the dividend distribution date.

~46~

(20) Earnings per share (“EPS”)

For the year ended December 31, 2016

For theyear ended December31,2016
Basic earnings per share
Profit attributable to ordinary
shareholders of the parent
Diluted earnings per share
Profit attributable to ordinary
shareholders of the parent
Assumed conversion of all dilutive
potential ordinary shares
Employees’ compensation
Profit attributable to ordinary
shareholders of the parent
plus assumed conversion
of all dilutive potential
ordinary shares
Basic earnings per share
Profit attributable to ordinary
shareholders of the parent
Diluted earnings per share
Profit attributable to ordinary
shareholders of the parent
Assumed conversion of all dilutive
potential ordinary shares
Employees’ compensation
Profit attributable to ordinary
shareholders of the parent
plus assumed conversion
of all dilutive potential
ordinary shares
Weighted average number
of shares outstanding
EPS
Amount after tax
(shares in thousands)
(in dollars)
85,583
$ 59,046
1.45
$ 85,583
$ 59,046
-
315
85,583
$ 59,361
1.44
$ For theyear ended December31,2015
Weighted average number
of shares outstanding
EPS
Amount after tax
(shares in thousands)
(in dollars)
70,782
$ 59,056
1.20
$ 70,782
$ 59,056
-
311
70,782
$ 59,367
1.19
$

The abovementioned weighted average number of ordinary shares outstanding to conversion has been adjusted to unappropriated retained earnings as proportional increase in capital for the year ended December 31, 2015

~47~

(21) Operating leases

The Group entered into a non-cancellable operating lease agreement for the periods from January 1, 2003 to December 31, 2022 and from August 28, 2014 to August 27, 2034 for the land in Tainan Science Park. The lease agreement is renewable at the end of the lease term. The Company pays monthly rent. If the announced land values, state-owned land rent rate, or other factors change, the monthly rent paid by the Group will be adjusted accordingly on the following month. The Group may have to pay additional rent or get a refund on its last rental payment because of such adjustment. The rent expense of $6,833 and $6,531 was recognized in profit or loss for the years ended December 31, 2016 and 2015, respectively. The future aggregate minimum lease payments under noncancellable operating leases are as follows:

cancellable operating leases are as follows:
Supplemental cash flow information
A. Investing activities with partial cash payments
December31,2016
December31,2015
Within one year
7,175
$ 6,531
$ Later than one year but not exceeding five years
28,700
26,124
Exceeding five years
7,798
13,629
43,673
$ 46,284
$ 2016
2015
Purchase of property, plant and equipment
16,597
$ 18,227
$ Add: Opening balance of notes payable
3,281
-
Opening balance of payable for
equipment
1,343
516
Less: Ending balance of notes payable
1,575)
(
3,281)
(
Ending balance of payable for equipment
3,656)
(
1,343)
(
Capitalization for interest
370)
(
309)
(
Cash paid during the year
15,620
$ 13,810
$ For theyears ended December31,
December31,2016
7,175
$ 28,700
7,798
43,673
$ For theyears ended
December31,2015
6,531
$ 26,124
13,629
46,284
$

(22) Supplemental cash flow information

A. Investing activities with partial cash payments

  • B. Investing activities with no cash flow effects
Investing activities with no cash flow effects
a. Investment property reclassified to
property, plant and equipment
b. Prepayments for equipment reclassified
to property, plant and equipment
For theyears ended December31,
2016
316,864
$ 16,857
$
2015
-
$
5,139
$

~48~

7. RELATED PARTY TRANSACTIONS

(1) Significant transactions and balances with related parties

None.

(2) Key management compensation

None.
Key management compensation
Salaries and other short-term employee
benefits
For theyears ended December31,
2016
20,814
$
2015
18,469
$

8. PLEDGED ASSETS

The Group’s assets pledged as collateral are as follows:

Assetpledged
Land (Note 1)
Buildings and structures-net (Note 2)
Machinery and equipment-net
(Note 2)
Pledged demand and time deposits
(Note 3)
December31,2016
December31,2015
316,864
$ 316,864
$ 325,831
332,434
24,984
165,858
1,430
1,432
669,109
$ 816,588
$ Bookvalue
Purpose of collateral
December31,2016
316,864
$ 325,831
24,984
1,430
669,109
$
Guarantee for long-
term borrowings
Guarantee for long-
term borrowings
Guarantee for long-
term borrowings
Guarantee for long-
term borrowings

(Note 1) Listed as ‘Property, plant and equipment’ as of December 31, 2016, listed as ‘Investment property, net’ as of December 31, 2015.

  • (Note 2) Listed as ‘Property, plant and equipment’.

(Note 3) Listed as ‘Other financial assets - non-current’.

9. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED CONTRACT COMMITMENTS

  • (1) As of December 31, 2016 and 2015, the endorsements and guarantees provided by the Company to the subsidiary, cpc Europa GmbH, amounted to $128,820 and $46,644, respectively, and the actual amount drawn down was $62,715 and $39,468, respectively.

  • (2) As of December 31, 2016 and 2015, the Group’s remaining balance due for construction in progress and prepayments for equipment were $12,682 and $37,066, respectively.

  • (3) On November 14, 2014, the Company entered into a mid-term secured syndicated loan contract for a credit line of $560,000 with 6 financial institutions including Mega International Commercial Bank. The credit term is 5 years. Under the terms of the syndicated loan, the Company agreed that:

  • A.Under the terms of the syndicated loan, the financial ratios stated in the Company’s semi-annual reviewed financial statements and annual audited financial statements shall comply with the following financial ratios and will be assessed semi-annually:

~49~

  • (a) Current ratio (current assets/current liabilities): At least 100%.

  • (b) Liability ratio (total liabilities/net equity): Less than 150%.

  • (c) Tangible net value (shareholders’ equity less intangible assets): At least $1,000,000.

  • B. If the Company violates the above financial covenants, its financing rate shall be increased by an additional 0.25% per annum from the following June 1, after the earlier of the date of notification by the management bank or the latest financial year end, to the date prior to the completion of improvement.

As of December 31, 2016, the Company has not violated any of the above covenants.

  • (4) For the details of operating lease agreements, please refer to Note 6(21), ‘Operating leases’.

10. SIGNIFICANT DISASTER LOSS

None.

11. SIGNIFICANT EVENTS AFTER THE BALANCE SHEET DATE

  • None.

12. OTHERS

(1) Capital management

The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide returns for shareholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.

(2) Financial instruments

  • A. Fair value information of financial instruments

  • The Group’s financial instruments not measured at fair value (including cash and cash equivalents, notes receivable, accounts receivable, other receivables, guarantee deposits paid, other financial assets - non-current, short-term borrowings, notes payable, accounts payable, other payables and long-term borrowings (including current portion)) are based on their book value as book value approximates fair value.

  • B. Financial risk management policies

  • (a) The Group’s activities expose it to a variety of financial risks: market risk (including foreign exchange risk, interest rate risk and price risk), credit risk and liquidity risk. The Group’s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group’s financial position and financial performance.

~50~

  • (b) Risk management is carried out by a central treasury department (Group treasury) under policies approved by the Board of Directors. Group treasury identifies, evaluates and hedges financial risks closely with the Group’s operating units. The Board provides written principles for overall risk management, as well as written policies covering specific areas and matters, such as foreign exchange risk, interest rate risk, credit risk, use of derivative financial instruments and non-derivative financial instruments, and investment of excess liquidity.

  • C. Significant financial risks and degrees of financial risks

  • (a) Market risk

    • I.Foreign exchange risk

    • (i) The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to USD, EUR and JPY. Foreign exchange risk arises from future commercial transactions, recognized assets and liabilities and net investments in foreign operations.

    • (ii) Management has set up a policy to require group companies to manage their foreign exchange risk against their functional currency. The Group companies are required to hedge their entire foreign exchange risk exposure with the Group treasury. Foreign exchange risk arises when future commercial transactions or recognized assets or liabilities are denominated in a currency that is not the entity’s functional currency.

    • (iii)The Group treasury’s risk management policy is to hedge anticipated cash flows (mainly export sales and purchase of inventory) in the major foreign currency in the future so as to decrease the risk exposure in the major foreign currency.

    • (iv)The Group has certain investments in foreign operations, whose net assets are exposed to foreign currency translation risk. However, as the objective of the net investments in foreign operations is for strategic purposes, the Group does not hedged the investments.

    • (v)The Group’s businesses involve some non-functional currency operations (the Company’s functional currency: NTD, the subsidiaries’ functional currency: USD, EUR and CYN). The information on assets and liabilities denominated in foreign currencies whose values would be materially affected by the exchange rate fluctuations is as follows:

~51~

Exchange rate
(Foreign currency: functional currency)
Financial assets
Monetary items
USD:NTD
6,928
$ 32.25
JPY:NTD
7,721
0.2756
EUR:NTD
268
33.90
Financial liabilities
Monetary items
USD:NTD
59
32.25
JPY:NTD
12,161
0.2756
EUR:NTD
729
33.90
Exchange rate
(Foreign currency: functional currency)
Financial assets
Monetary items
USD:NTD
9,949
$ 32.83
JPY:NTD
14,024
0.2727
EUR:NTD
869
35.88
Financial liabilities
Monetary items
USD:NTD
166
32.83
JPY:NTD
10,812
0.2727
EUR:NTD
434
35.88
December31,2016
Foreign currency
amount(in thousands)
December31,2015
Foreign currency
amount(in thousands)
December31,2016 December31,2016 Book value
(NTD)
223,441
$ 2,128
9,089
1,888
3,352
24,707
Book value
(NTD)
Exchange rate
32.83
0.2727
35.88
32.83
0.2727
35.88
326,576
$ 3,824
31,194
5,438
2,948
15,565

Sensitivity analysis of foreign exchange risk is primarily for foreign currency monetary items at financial reporting date. If the exchange rate of NTD to other currencies had appreciated/depreciated by 1% with all other factors remaining constant, the Group’s net profit (loss) after tax for the years ended December 31, 2016 and 2015 would increase/decrease by $1,684 and $2,776, respectively.

(vi)The total exchange loss, including realized and unrealized arising from significant foreign exchange variation on the monetary items held by the Group for the years ended December 31, 2016 and 2015 amounted to $10,041 and $3,427, respectively.

II.Price risk

The Group is not engaged in any financial instruments with price variations, thus, the Group does not expect market risk arising from variations in the market prices.

~52~

III.Interest rate risk

  - (i)The Group analyses its interest rate exposure on a dynamic basis. Thus, the interest rate of the Group’s liabilities fluctuates accordingly with the market interest rate, creating divergence in the Group’s future cash flow. However, partial interest rate risk is offset by cash and cash equivalents at variable rates.

  - (ii)If interest rates on borrowings had been 10% higher/lower with all other variables held constant, net profit (loss) after tax for the years ended December 31, 2016 and 2015 would decrease/increase by $1,049 and $1,519, respectively, mainly as a result of higher/lower interest expense on floating rate borrowings.
  • (b) Credit risk

  • I. Credit risk refers to the risk of financial loss to the Group arising from default by the clients or counterparties of financial instruments on the contract obligations. According to the Group’s credit policy, the Group is responsible for managing and analysing the credit risk for each of their new clients. Internal risk control assesses the credit quality of the customers, taking into account their financial position, past experience and other factors. The utilisation of credit limits is regularly monitored. Credit risk arises from cash and cash equivalents and credit exposures to customers, including outstanding receivables and committed transactions. For financial institutions, the Group also transacts with many different financial institutions to diversify credit risk.

  • II.For the credit ratings of the Group’s financial assets, please refer to Note 6, ‘Financial assets’.

  • III.For the ageing analysis of financial assets that were past due but not impaired, please refer to Note 6(2), ‘Accounts receivable, net’.

  • (c) Liquidity risk

  • I. Cash flow forecasting is performed in the operating entities of the Group and aggregated by Group treasury. Group treasury monitors rolling forecasts of the Group’s liquidity requirements to ensure it has sufficient cash to meet operational needs while maintaining sufficient headroom on its undrawn committed borrowing facilities at all times so that the Group does not breach borrowing limits or covenants (where applicable) on any of its borrowing facilities.

  • II.Surplus cash held by the operating entities over and above balance required for working capital management are transferred to the Group treasury. Group treasury invests surplus cash in interest bearing current accounts, time deposits and marketable securities, choosing instruments with appropriate maturities or sufficient liquidity to provide sufficient headroom as determined by the abovementioned forecasts. The Group is expected to readily generate cash inflows for managing liquidity risk.

~53~

  • III.The table below analyses the Group’s non-derivative financial liabilities and relevant maturity groupings based on the remaining period at the balance sheet date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows.
undiscounted cash flows.
December31,2016 Less than 1year Between 1
and 2years
Between 2
and5 years
More than
5 years
Short-term borrowings
Notes payable
Accounts payable
Other payables
Long-term borrowings
(including current
portion)
December31,2015
Non-derivative financial
liabilities:
188,230
$ 65,774
42,694
78,446
65,869
Less than 1year
-
$ -
-
-
230,501
Between 1
and 2years
-
$ -
-
-
166,930
Between 2
and5 years
-
$ -
-
-
-
More than
5 years
Short-term borrowings
Notes payable
Accounts payable
Other payables
Long-term borrowings
(including current
portion)
Non-derivative financial
liabilities:
205,893
$ 48,048
23,482
62,800
108,813
-
$ -
-
-
331,729
-
$ -
-
-
180,771
-
$ -
-
-
-
  • IV.The Group does not expect the timing of occurrence of the cash flows estimated through the maturity date analysis will be significantly earlier, nor expect the actual cash flow amount will be significantly different.

(3) Fair value information

  • A. Details of the fair value of the Group’s financial assets and financial liabilities not measured at fair value are provided in Note 12(2), ‘Financial instruments’. Details of the fair value of the Group’s investment property measured at cost are provided in Note 6(5), ‘Investment property, net’.

  • B. As of December 31, 2016 and 2015, the Group had no fair value financial instruments.

~54~

13. SUPPLEMENTARY DISCLOSURES

Information related to the year ended December 31, 2016 will be disclosed.

(1) Significant transactions information

  • A. Loans to others: Please refer to table 1.

  • B. Provision of endorsements and guarantees to others: Please refer to table 2.

  • C. Holding of marketable securities at the end of the period (not including subsidiaries, associates and joint ventures): None.

  • D. Acquisition or sale of the same security with the accumulated cost exceeding $300 million or 20% of the Group’s paid-in capital: None.

  • E. Acquisition of real estate reaching $300 million or 20% of paid-in capital or more: None.

  • F. Disposal of real estate reaching $300 million or 20% of paid-in capital or more: None.

  • G. Purchases or sales of goods from or to related parties reaching $100 million or 20% of paid-in capital or more: Please refer to table 3.

  • H. Receivables from related parties reaching $100 million or 20% of paid-in capital or more: None.

  • I. Trading in derivative instruments undertaken during the reporting period: None.

  • J. Significant inter-company transactions during the reporting period: Please refer to table 4.

(2) Information on investees

  • Names, locations and other information of investee companies (not including investees in Mainland China): Please refer to table 5.

(3) Information on investments in Mainland China

  • A. Basic information: Please refer to table 6.

  • B. Significant transactions, either directly or indirectly through a third area, with investee companies in the Mainland Area: Please refer to table 7.

14. SEGMENT INFORMATION

(1) General information

The management of the Group has identified the operating segments based on how the Group’s chief operating decision maker regularly reviews information in order to make decisions.

(2) Measurement of segment information

The chief operating decision-maker evaluates the performance of operating segments based on pretax income excluding non-recurring income. For details of operating aegments’ accounting policies, please refer to Note 4.

(3) Segment information

The segment information provided to the chief operating decision-maker for the reportable segments is as follows:

~55~

For the year ended December 31, 2016

For theyear ended December31,2016 For theyear ended December31,2016 For theyear ended December31,2016
Segment revenue
Revenue from
internal customers
Revenue from
external customers
Interest income
Depreciation and
amortization
Interest expense
Income from
segment pre-tax
income
Segment assets
Segment revenue
Revenue from
internal customers
Revenue from
external customers
Interest income
Depreciation and
amortization
Interest expense
Income from
segment pre-tax
income
Segment assets
CHIEFTEK
PRECISION
Chieftek
(Kunshan)
cpc Europa
cpcUSA
Others
267,845
$ 156,151
$ 126,077
$ -
$ -
335
-
-
267,845
155,816
126,077
-
903
-
4
-
971
2,392
1,222
447
-
1,043
-
-
6,051
5,845)
(
6,864
246)
(
282,884
79,373
64,704
39,365
For theyear ended December31,2015
Total
1,334,727
$ 352,191
982,536
1,242
119,738
12,645
106,632
2,196,373
784,654
$ 351,856
432,798
335
114,706
11,602
99,808
1,730,047
CHIEFTEK
PRECISION
Chieftek
(Kunshan)
cpc Europa
274,133
$ 145,473
$ -
88
274,133
145,385
1,100
-
1,560
2,102
-
603
2,943
10,878)
(
247,945
110,241
cpcUSA
133,124
$ -
133,124
4
-
-
3,193
69,667
Others
-
$ -
-
-
-
45
85
13
Total
826,513
$ 357,172
469,341
424
127,021
17,349
76,921
1,848,390
1,379,243
$ 357,260
1,021,983
1,528
130,683
17,997
72,264
2,276,256

(4) Reconciliation for segment income (loss)

The sales between segments were under the arms’ length principle. The external revenues reported to the chief operating decision maker adopt the same measurement for revenues in statement of comprehensive income. The reconciliations of pre-tax income between reportable segments and continuing operations were as follows :

~56~

For the years ended December 31,

2016
Reportable segments profit before income tax
106,878
$ Other segments (loss) profit before income tax
246)
(
Inter segments (loss) profit
1,224)
(
Profit before income tax
105,408
$
2015
72,179
$ 85
9,151
81,415
$

(5) Information on product and service

The Group is engaged solely in research and development, manufacture and sale of miniature linear guide, miniature ball screw, and miniature linear modules; therefore, disclosure is not required.

(6) Geographical information

Geographical information
Geographical information for the years ended December 31,
Non-current
Revenue(Note)
assets
China
269,212
$ 3,715
$ Taiwan
223,654
933,527
Germany
155,816
32,860
USA
126,077
75
Others
207,777
-
982,536
$ 970,177
$ For the year ended and as at
December31,2016
2016 and 2015 is as follows:
For the year ended and as at
December31,2015
Revenue(Note)
274,179
$ 192,476
145,386
133,123
276,819
1,021,983
$
Non-current
assets
4,940
$ 1,032,502
16,031
270
-
1,053,743
$

(Note) The revenue is classified based on the location of the customer’s country.

(7) Major customer information

Major customer information of the Group for the years ended December 31, 2016 and 2015 is as follows:

Client
A
B
C
D
E
Revenue
Segment
59,187
$ Chieftek (Kunshan)
57,411
CHIEFTEK PRECISION
49,681
Chieftek (Kunshan)
47,079
CHIEFTEK PRECISION
17,660
CHIEFTEK PRECISION
For theyear ended December31,2016
For theyear ended December31,2015 For theyear ended December31,2015
Revenue
Segment
73,348
$ Chieftek (Kunshan)
72,950
CHIEFTEK PRECISION
34,324
Chieftek (Kunshan)
50,454
CHIEFTEK PRECISION
72,433
CHIEFTEK PRECISION
Segment

~57~

Loans to others

For the year ended December 31, 2016

Expressed in thousands of NTD

CHIEFTEK PRECISION CO., LTD. AND SUBSIDIARIES

==> picture [21 x 6] intentionally omitted <==

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Table 1
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No.
(Note 1)
Creditor Borrower General ledger
account
Is a related
party
Maximum
outstanding
balance during
the year ended
December 31, 2016
Balance at
December 31,
2016
Actual amount
drawn down
Interest
rate
Nature of
loan
Amount of
transactions
with the
borrower
Reason for
short-term
financing
Allowance
for
doubtful
accounts
Coll ateral Limit on loans
granted to
a single party
(Note 2)
Ceiling on
total loans
granted
(Note 2)
Footnote
Item Value
0 CHIEFTEK
PRECISION CO.,
LTD.
cpc Europa GmbH Other receivables Y 53,331
$
-
$
-
$
1.5% Short-term
financing
-
$
Operational
use
-
$
-
$
543,317
$
543,317
$

(Note 1) The numbers filled in for the transaction company in respect of inter-company transactions are as follows:

  • (1)Parent company is ‘0’.

  • (2)The subsidiaries are numbered in order starting from ‘1’.

(Note 2) Calculation of limit on loans granted to a single party and ceiling on total loans granted are as follows:

Short-term financing: The maximum loan amount is 40% of the Companyʼs net assets and the maximum amount for short-term financing is 40% of its net assets.

Table 1, Page 1

Expressed in thousands of NTD

CHIEFTEK PRECISION CO., LTD. AND SUBSIDIARIES

Provision of endorsements and guarantees to others

For the year ended December 31, 2016

Table 2

No.
(Note 1)
Endorser/
guarantor
Party being
endorsed/guaranteed
Party being
endorsed/guaranteed
Limit on
endorsements/
guarantees
provided for a
single party
(Note 3)
Maximum
outstanding
endorsement/
guarantee
amount as of
December 31,
2016
Outstanding
endorsement/
guarantee
amount at
December 31,
2016
Actual
amount
drawn down
Amount of
endorsements/
guarantees
secured with
collateral
Ratio of
accumulated
endorsement/
guarantee
amount to net
asset value of
the endorser/
guarantor
company
Ceiling on
total amount of
endorsements/
guarantees
provided
(Note 3)
Provision of
endorsements/
guarantees by
parent
company to
subsidiary
Provision of
endorsements/
guarantees by
subsidiary to
parent
company
Provision of
endorsements/
guarantees to
the party in
Mainland
China
Footnote
Companyname Relationship with
the endorser/
guarantor
(Note 2)
0 CHIEFTEK
PRECISION CO.,
LTD.
cpc Europa GmbH 1 679,147
$
150,570
$
128,820
$
62,715
$
-
$
9% 679,147
$
Y N N
  • (Note 1) The numbers filled in for the transaction company in respect of inter-company transactions are as follows:

  • (1) Parent company is ‘0’.

  • (2) The subsidiaries are numbered in order starting from ‘1’.

  • (Note 2) The following code respresents the relationship with the Company:

  • (1) The endorser/guarantor parent company owns directly more than 50% voting shares of the endorsed/guaranteed subsidiary.

  • (Note 3) (1) The total endorsements/guarantees provided shall not exceed 50% of the Companyʼs net assets, and the amount provided for each counterparty shall not exceed 20% of the Companyʼs paid-in capital. However, the limitation is not applied to subsidiaries that the Company directly or indirectly holds more than 50% of the voting shares.

  • (2) For trading partner, except for the abovementioned limit, the maximum amount for individual trading partner shall not exceed the higher of total purchase and sale transations during the most recent year.

Table 2, Page 1

Expressed in thousands of NTD

CHIEFTEK PRECISION CO., LTD. AND SUBSIDIARIES

  • Purchases or sales of goods from or to related parties reaching $100 million or 20% of paid in capital or more For the year ended December 31, 2016

Table 3

Purchaser/seller Counterparty Relationship with the
counterparty
Transaction Transaction Description and reasons for
difference in transaction terms
compared to third party transactions
Description and reasons for
difference in transaction terms
compared to third party transactions
Notes/accountsreceivable (payable) Notes/accountsreceivable (payable) Footnote
Purchases (sales) Amount Percentage of total
purchases (sales)
Credit term Unit price Credit term Balance Percentage of
total notes/accounts
receivable (payable)
CHIEFTEK
PRECISION CO.,
LTD.
Chieftek Machinery
(Kunshan) Co., Ltd
Chieftek Machinery
(Kunshan) Co., Ltd
CHIEFTEK
PRECISION CO.,
LTD.
Subsidiary
The Company
(Sales)
Purchases
($ 229,741)
229,741
(29%)
100%
Note 1
Note 1
-
$ -
$
Note 2
Note 3
89,940
$ ( 89,940)
26%
(100%)

(Note 1) 180 days after monthly-closing, T/T.

(Note 2) The collection periods for third parties are from 15 days after monthly-closing to 150 days after next monthly-closing.

(Note 3) The company had no purchases from other suppliers.

Table 3, Page 1

CHIEFTEK PRECISION CO., LTD. AND SUBSIDIARIES

  • Significant inter company transactions during the reporting period For the year ended December 31, 2016

Table 4

Expressed in thousands of NTD

Number
(Note 1)
Companyname Counterparty Relationship
(Note 2)
Transaction Transaction
General ledger account Amount Transaction terms Percentage of
consolidated total
operating revenues or
total assets(Note3)
0
1
CHIEFTEK PRECISION CO., LTD.
cpc Europa GmbH
cpc Europa GmbH
CSM Maschinen GmbH
CHIEFTEK PRECISION USA CO., LTD.
Chieftek Machinery (Kunshan) Co., Ltd.
CSM Maschinen GmbH
1
1
1
1
3
Sales revenue
Interest income
Accounts receivable
Endorsements and
guarantees
Long-term prepayment
Sales revenue
Other income
Accounts receivable
Sales revenue
Accounts receivable
Sales revenue
Accounts receivable
($ 60,763)
( 176)
40,111
128,820
35,675
( 61,352)
( 4,560)
21,215
( 229,741)
89,940
( 261)
296
180 days after monthly-
closing, T/T




180 days after monthly-
closing, T/T


180 days after monthly-
closing, T/T

60 days, T/T
(6%)

2%
6%
2%
(6%)

1%
(23%)
4%

(Note 1) The numbers filled in for the transaction company in respect of inter-company transactions are as follows:

(1) Parent company is ‘0’.

(2) The subsidiaries are numbered in order starting from ‘1’.

(Note 2) Relationship between transaction company and counterparty is classified into the following three categories:

(1) Parent company to subsidiary.

(2) Subsidiary to parent company.

(3) Subsidiary to subsidiary.

(Note 3) Regarding percentage of transaction amount to consolidated total operating revenues or total assets, it is computed based on period-end balance of transaction to consolidated total assets for balance sheet accounts and based on accumulated transaction amount for the period to consolidated total operating revenues for income statement accounts.

Table 4, Page 1

Expressed in thousands of NTD

CHIEFTEK PRECISION CO., LTD. AND SUBSIDIARIES

Information on investees

For the year ended December 31, 2016

Table 5

Investor Investee Location Main business
activities
Initial investment amount Initial investment amount Shares held as at December 31,2016 Shares held as at December 31,2016 Shares held as at December 31,2016 Net profit (loss)
of the investee for
the year ended
December 31,2016
Investment income
(loss) recognized by
the Company for
the year ended
December 31,2016
Footnote
Balance as at
December 31,2016
Balance as at
December 31,2015
Number of
shares
Ownership
(%)
Book value
CHIEFTEK PRECISION
CO., LTD.
CHIEFTEK PRECISION
CO., LTD.
CHIEFTEK PRECISION
CO., LTD.
CHIEFTEK PRECISION
HOLDING CO., LTD.
CHIEFTEK PRECISION
HOLDING CO., LTD.
CHIEFTEK PRECISION
HOLDING CO., LTD.
cpc Europa GmbH
CSM Maschinen GmbH
Chieftek Precision
(Hong Kong) Co., Limited
CHIEFTEK PRECISION USA
CO., LTD.
Samoa
Germany
Germany
Hong Kong
America
Professional
investment
Sale of high
precision linear
motion
components and
rendering after
-sale services
Research,
manufacture and
sale of
machineries
Professional
investment
Sale of high
precision linear
motion
components and
rendering after
-sale services
202,290
$ 98,695
726
164,475
53,535
202,290
$ 98,695
-
164,475
53,535
6,760,000
-
-
5,100,000
1,660,000
100
100
80
100
100
233,774
$ 31,605)
(
492
215,054
58,599
7,264
$ 5,845)
(
244)
(
3,787
3,480
7,264
$ 5,845)
(
195)
(
-
-
Subsidiary
Subsidiary
Subsidiary
Subsidiary
(Note 1)
Subsidiary
(Note 1)

(Note 1) Not required to disclose income (loss) recognized by the Company.

  • (Note 2) Foreign currencies were translated into New Taiwan Dollars using the exchange rate (USD:NTD 1:32.25) as at December 31, 2016.

Table 5, Page 1

Information on investments in Mainland China

CHIEFTEK PRECISION CO., LTD. AND SUBSIDIARIES

For the year ended December 31, 2016

Table 6

Expressed in thousands of NTD

Amount remitted from Taiwan to Investment Accumulated Mainland China/ Accumulated Accumulated income amount Amount remitted back amount of amount Ownership (loss) recognized of investment to Taiwan for the year ended remittance from of remittance from Net income of held by by the Company Book value of income Taiwan to December 31, 2016 Taiwan to investee for the the for the year investments in remitted back to Mainland China Remitted to Mainland China as year ended Company ended December Mainland China Taiwan as of Investee in Mainland Main business Investment as of January 1, Mainland Remitted back to of December 31, December 31, (direct or 31, 2016 as of December December 31, China activities Paid-in capital method 2016 China Taiwan 2016 2016 indirect) Note 2 31, 2016 2016 Footnote Chieftek Machinery Production, $ 164,475 Note 1 $ 164,475 $ - $ - $ 164,475 $ 3,788 100% $ 3,788 $ 215,169 $ - (Kunshan) Co., Ltd processing and sale of high precision linear motion components and rendering after-sale services

Investment amount approved by

Investment amount approved by
Companyname Accumulated amount of remittance
from Taiwan to Mainland China as of
December31,2016
the Investment Commission of the
Ministry of Economic Affairs
(MOEA)
Ceiling on investments in Mainland
China imposed by the Investment
Commission of MOEA(Note3)
CHIEFTEK PRECISION CO., LTD. $ 164,475 $ 164,475 $ 815,050

(Note 1) Through investing in an existing company in the third area (Chieftek Precision (Hong Kong) Co., Ltd.) which then invested in the investee in Mainland China.

(Note 2) The investment income (loss) is recognized based on the investeesʼ financial statements that were audited and attested by R.O.C. parent company’s CPA for the year ended December 31, 2016. (Note 3) The ceiling amount is 60% of the higher of net worth or consolidated net worth.

(Note 4) Foreign currencies were translated into New Taiwan Dollars using the exchange rate (USD:NTD 1:32.25) as at December 31, 2016.

Table 6, Page 1

Expressed in thousands of NTD

CHIEFTEK PRECISION CO., LTD. AND SUBSIDIARIES

Significant transactions conducted with investees in Mainland China directly or indirectly through other companies in the third areas For the year ended December 31, 2016

Table 7

Investee in Mainland China Sale(purchase) Sale(purchase) Propertytransaction Propertytransaction Accounts receivable(payable) Accounts receivable(payable) Provision of
endorsements/guarantees
or collaterals
Provision of
endorsements/guarantees
or collaterals
Financing Financing Others
Amount % Amount % Balance at
December 31,
2016
% Balance at
December 31,
2016
Purpose Maximum balance
during the year ended
December 31,2016
Balance at
December 31,
2016
Interest rate Interest during
the year ended
December 31,
2016
Chieftek Machinery
(Kunshan) Co., Ltd
$ 229,741 29% $ - - $ 89,040 26% $ - - $ - -
$
- -
$
-
$

Table 7, Page 1