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DELTA — AGM Information 2015
Jun 29, 2015
52000_rns_2015-06-29_71f6491e-c454-4af7-b6a8-2cee7be4d1e3.pdf
AGM Information
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Delta Electronics, Inc. ("Company") Minutes of 2015 Annual General Shareholders' Meeting (Translation)
Time: 10:00 AM, June 10, 2015
- Place: Conference Room at 2[nd] floor, no. 18, XinLong Road, Taoyuan City
Quorum: 2,177,269,063 shares were represented by the shareholders and proxies present, which amounted to 89.32% of the Company’s 2,437,543,329 issued and outstanding shares.
Board Members Present: Bruce CH Cheng, Yancey Hai, Mark Ko, Ping Chen, Johnson Lee, Simon Chang, Fred Chai Yan Lee, Albert Chang, Chung-Hsing Huang, Yung-Chin Chen (Independent Director), Tsong-Pyng Perng (Independent Director), George Chao (Independent Director). 12 members of the Board of Directors (including 3 Independent Directors) are present.
Attendance: Ms. Audrey Tseng, and Ms. Liang, Hua-Ling, CPA, PricewaterhouseCoopers Mr. James Chen, Attorneys-at-Law, Lee and Li
Chairman: Yancey Hai, Chairman of the Board of Directors
Recorder: Ms. Jill Lee
Commencement: (The aggregate shareholding of the shareholders and proxies present constituted a quorum. The Chairman called the meeting to order.)
Salute according to the etiquette
Chairman’s speech: (omitted)
I. REPORT ITEMS
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(1) 2014 Operation Results (Please refer to the Attachment 1) (2) 2014 Financial Results (Please refer to the Attachment 2~3)
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(3) Audit Committee's Review Opinions on 2014 Financial Results (Please refer to the Attachment 4)
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II. ACKNOWLEDGEMENT ITEMS
Item 1 Acknowledge the 2014 Financial Results (Proposed by the Board of Directors)
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Explanation: (1) This Company's 2014 Financial Results including the Business Report, Individual Financial Statements and Consolidated Financial Statements (please refer to Attachment1 ~ Attachment 3) have been reviewed by the Audit Committee of the Company. The Audit Committee of the Company has found no discrepancies after a thorough review and has made a written review report for records.
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(2) Please acknowledge.
Resolution: Approved and acknowledged as proposed by the Board of Directors by voting (a total of 2,177,269,063 shares with voting rights were present when votes were cast; the number of voting rights for approval is 1,842,508,784, among which 1,144,680,558 was exercised by electronic transmission, the number of voting rights for rejection is 1,418,683, the number of voting rights for abstention is 333,341,596, and 84.62% of the total voting rights voted for approval when votes were cast).
2
Item 2 Acknowledge the 2014 Earnings Distribution (Proposed by the Board of Directors)
-
Explanation: (1) With regard to earnings in 2014, an earnings distribution table has been prepared and attached below in accordance with the Company Law and the Company's Articles of Incorporation. This earnings distribution table was approved by the meeting of the Board of Directors of the Company held on April 28, 2015.
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(2) NT$16,331,540,304 will be distributed as shareholders' cash dividends for 2014. After approval by the annual general shareholders' meeting, the Board of Directors of the Company would be authorized to set a record date of dividends distribution to shareholders of record for shares held on the record date. Based on the number of the issued shares of the Company entitled to receiving distribution (i.e., 2,437,543,329 shares), each one thousand shares shall receive a cash dividend of NT$6,700. If there is any change of laws and regulations, change of competent authority's approval or change of the number of common shares of the Company (such as transferring or cancelling the registration of the Company's shares bought back by the Company, increasing cash capital domestically, or exercising of employee stock options) and consequently leads to a change in the dividend distribution ratio approved by the general meeting, the Board of Directors of the Company is authorized to adjust the ratio based on the number of outstanding shares.
-
(3) Please acknowledge.
Delta Electronics, Inc. 2014 Earnings Distribution Table
| (in NT$) | ||
|---|---|---|
| Item | Explanation | Amount |
| Undistributed earnings of previous year | 12,843,905,224 | |
| Add: Revert of fractional cash dividend of | 11,861 | |
| previous year | ||
| Earnings in 2014 | ||
| Pre-tax earnings in 2014 | 22,178,720,342 | |
| Income tax expense | 1,479,819,996 | |
| After-tax earnings in 2014 [Note 1] | 20,698,900,346 | |
| Subtract: setting aside 10% legal reserve | 2,069,890,035 | |
| Add: reversal of special reserve | 527,556,458 |
3
Earnings available for distribution by the end of 2014 [Note 2]
32,000,483,854
Distribution items: Shareholders bonuses--cash
NT$6.7 per 16,331,540,304 share
Undistributed earnings by the end of 2014
15,668,943,550
-
Note 1: Allocated employee bonuses--cash: NT$2,893,927,829. Allocated directors' compensation: NT$32,900,000.
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Note 2: Principle of earnings distribution in the Company's 2014 Earnings Distribution Table: Distribution of 2014 distributable earnings first.
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Note 3: Distribution of cash dividends will be calculated to New Taiwan Dollar. Fractional amount less than one dollar will be set aside as undistributed earnings.
Chairman:_ Manager:_ Chief Accounting Officer:_____
Resolution: Approved and acknowledged as proposed by the Board of Directors by voting (a total of 2,177,269,063 shares with voting rights were present when votes were cast; the number of voting rights for approval is 1,854,572,858 among which 1,156,744,632 was exercised by electronic transmission, the number of voting rights for rejection is 1,423,609, the number of voting rights for abstention is 321,272,596, and 85.18% of the total voting rights voted for approval when votes were cast).
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III. DISCUSSION ITEMS
Item 1 Discussion of Amendments to Articles of Incorporation (Proposed by the Board of Directors)
Explanation:(1) In order to accommodate the Company's business practice, it is proposed to amend certain provisions of the Articles of Incorporation. Please see the comparison table of the Company's Articles of Incorporation for the detailed revisions.
(2) The proposed amendments are submitted for discussion.
| Comparison Table of Revised Articles of the Articles of Incorporation | Comparison Table of Revised Articles of the Articles of Incorporation | Comparison Table of Revised Articles of the Articles of Incorporation | |
|---|---|---|---|
| Article after revision | Article before revision | Explanation | |
| Article 2 The Company is engaged in the following businesses: 1. A101020 Food Crops; 2. A101030 Special Crops; 3. A102020 Agricultural Products Preparations; 4. A102080 Horticulture; 5. A199990 Other Agriculture; 6. C801010 Basic chemical industry business; 7. C801990 Other chemical material manufacturing business; 8. C802120 Industrial Catalyst Manufacturing; 9. CA02990 Other Fabricated Metal Products Manufacturing Not Elsewhere Classified; 10. CA04010 Metal Surface Treating; 11. CB01010 Machinery equipment manufacturing business; 12. CB01071 Frozen and Air- conditioningmanufacturing |
Article 2 The Company is engaged in the following businesses: 1. A101020 Food Crops; 2. A102080 Horticulture; 3. A199990 Other Agriculture; 4. C801010 Basic chemical industry business; 5. C801990 Other chemical material manufacturing business; 6. C802120 Industrial Catalyst Manufacturing; 7. CA02990 Other Fabricated Metal Products Manufacturing Not Elsewhere Classified; 8. CA04010 Metal Surface Treating; 9. CB01010 Machinery equipment manufacturing business; 10. CB01071 Frozen and Air- conditioning manufacturing business; 11. CB01990 Other machinery manufacturing business; 12. CC01010 Electronic power generating, Electric transmission andpower |
The business items are revised to better meet the Company's business needs: add subparagraphs 2, 3, 38, 43, 53, 73, 74 and 83 and re- number the original subparagraph to conform to the Codes of Business Items promulgated by the MOEA. |
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| business; 13. CB01990 Other machinery manufacturing business; 14. CC01010 Electronic power generating, Electric transmission and power distributing machinery manufacturing business; 15. CC01030 Electric appliance and audiovisual electric products manufacturing business; 16. CC01040 Lighting equipment manufacturing business; 17. CC01060 Wire communication equipment and apparatus manufacturing business; 18. CC01070 Wireless communication devices and equipment manufacturing business; 19. CC01080 Electronic parts and components manufacturing business; 20. CC01090 Batteries manufacturing business; 21. CC01101 Restrained telecommunication radio frequency equipment and materials manufacturing; 22. CC01110 Computers and its peripheral equipment manufacturing business; 23. CC01120 Data Storage Media Manufacturing and Duplicating; 24. CC01990 Other electrical and electronic machinery and materials manufacturing |
distributing machinery manufacturing business; 13. CC01030 Electric appliance and audiovisual electric products manufacturing business; 14. CC01040 Lighting equipment manufacturing business; 15. CC01060 Wire communication equipment and apparatus manufacturing business; 16. CC01070 Wireless communication devices and equipment manufacturing; 17. CC01080 Electronic parts and components manufacturing business 18. CC01990 Other electrical and electronic machinery and materials manufacturing business; 19. CC01101 Restrained telecommunication radio frequency equipment and materials manufacturing; 20. CC01110 Computers and its peripheral equipment; 21. CC01120 Data Storage Media Manufacturing and Duplicating; 22. CC01990 Other electrical and electronic machinery and materials manufacturing business; 23. CD01010 Ship and parts manufacturing business; 24. CD01020 Tramway Cars manufacturing business; 25. CD01030 Automobiles and auto-parts manufacturing |
|
|---|---|---|
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| 25. 26. 27. 28. 29. 30. 31. 32. 33. 34. 35. 36. 37. 38. |
business; CD01010 Ship and parts manufacturing business; CD01020 Tramway Cars manufacturing business; CD01030 Automobiles and auto-parts manufacturing business; CD01040 Motorcycles and motorcycle parts manufacturing business; CD01050 Bicycles and bicycle parts manufacturing business; CD01060 Aircraft and parts manufacturing business; CD01990 Other transportation equipment and parts manufacturing business; CE01010 General equipment and instruments manufacturing business; CE01021 measuring instruments manufacturing business; CE01030 Photographic and Optical Equipment Manufacturing business; CE01040 Clocks and Watches manufacturing business; CE01990 Other photographic and optical equipment manufacturing business; CF01011 Medical appliances and equipment business; E501011 Water pipe construction; E599010 Pipe lines construction business; E601010 Electric appliance |
business; 26. CD01040 Motorcycles and motorcycle parts manufacturing business; 27. CD01050 Bicycles and bicycle parts manufacturing business; 28. CD01060 Aircraft and parts manufacturing business; 29. CD01990 Other transportation equipment and parts manufacturing business; 30. CE01010 General equipment and instruments manufacturing business; 31. CE01021 Measuring instruments manufacturing business; 32. CE01030 Photographic and Optical Equipment Manufacturing business; 33. CE01040 Clocks and Watches manufacturing business; 34. CE01990 Other photographic and optical equipment manufacturing business; 35. CF01011 Medical appliances and equipment business; 36. E599010 Pipe lines construction business; 37. E601010 Electric appliance installation business; 38. E601020 Electric appliance construction business; 39. E602011 Frozen and Airconditioning Engineering; 40. E603040 Fire fighting equipments installation business; 41. E603050 Automation control equipment manufacturing |
||
|---|---|---|---|---|
39. 40. |
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| 41. 42. 43. |
installation business; E601020 Electric appliance construction business; E602011 Frozen and Air- conditioning Engineering; E603010 Cables construction; E603040 Fire fighting equipments installation business; E603050 Automation control equipment manufacturing business; E603090 Illumination equipments installation business; E604010 Machinery installation business; E605010 Computer equipment installation business; E7010030 Restricted telecommunication radio frequency equipment and materials installation business; EZ05010 Apparatus installation and construction business; EZ14010 Sports Ground Equipments Construction; F101081 Wholesale of Seedling; F101130 Wholesale of vegetable and fruits; F106040 Water containers wholesale business; F108031 Drugs and medical goods wholesale business; F109070 Wholesale of StationeryArticles,Musical |
business; 42. E603090 Illumination equipments installation business; 43. E604010 Machinery installation business; 44. E605010 Computer equipment installation business; 45. E701030 Restricted telecommunication radio frequency equipment and materials installation business; 46. EZ05010 Apparatus installation and construction business; 47. EZ14010 Sports Ground Equipments Construction; 48. F101081 Wholesale of Seedling; 49. F106040 Water containers wholesale business; 50. F108031 Drugs and medical goods wholesale business; 51. F109070 Wholesale of Stationery Articles, Musical Instruments and Educational Entertainment Articles; 52. F113010 Machinery wholesale business 53. F113020 Electrical appliances wholesale business; 54. F113030 Wholesale of Precision Instruments; 55. F113050 Computer and office appliances and equipment wholesale business; 56. F113070 Telecommunication equipment wholesale business; 57. F113110 Wholesale of Batteries; 58. F118010 Computer software |
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|---|---|---|---|---|
44. 45. 46. 47. 48. 49. 50. 51. 52. 53. |
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| 54. 55. 56. |
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| Instruments and Educational Entertainment Articles; 57. F113010 Machinery wholesale business; 58. F113020 Electrical appliances wholesale business; 59. F113030 Wholesale of Precision Instruments; 60. F113050 Computer and office appliances and equipment wholesale business; 61. F113070 Telecommunication equipment wholesale business; 62. F113110 Wholesale of Batteries; 63. F118010 Computer software wholesale business; 64. F119010 Electronic components and materials wholesale business; 65. F199990 Other wholesale business; 66. F201010 Retail Sale of Agricultural Products; 67. F201990 Retail Sale of Other Agricultural, Husbandry and Aquatic Products; 68. F208031 Medical equipment retail business; 69. F209060 Education, musical instruments and entertainment articles retail business; 70. F213010 Electrical appliances retail business; 71. F213030 Computer and office appliances and equipment retail business; 72. F213060 Telecommunication equipment retail business; |
wholesale business; 59. F119010 Electronic components and materials wholesale business; 60. F199990 Other wholesale business; 61. F201010 Retail Sale of Agricultural Products; 62. F201990 Retail Sale of Other Agricultural, Husbandry and Aquatic Products; 63. F208031 Medical equipment retail business; 64. F209060 Education, musical instruments and entertainment articles retail business; 65. F213010 Electrical appliances retail business; 66. F213030 Computer and office appliances and equipment retail business; 67. F213060 Telecommunication equipment retail business; 68. F218010 Computer software retail business; 69. F219010 Electronic components and materials retail business; 70. F399040 Non-store retail business; 71. F401010 International trade business; 72. F401021 Restricted telecommunication radio frequency equipment and materials import business; 73. F401181 Measuring instrument importing business; 74. F601010 Intellectual property business; |
|
|---|---|---|
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| 73. | F213110 Retail sale of batteries; F217010 Retail sale of fire fighting equipments; F218010 Computer software retail business; F219010 Electronic components and materials retail business; F399040 Non-store retail business; F401010 International trade business; F401021 Restricted telecommunication radio frequency equipment and materials import business; F401181 Measuring instrument importing business; F601010 Intellectual property business; G801010 Warehousing and storage business; I101061 Engineering Consultancy; I101070 Agriculture, Forestry, Fishing and Animal Husbandry Consultancy; I103060 Management consulting services business; I199990 Other Consultancy I301010 Software design and service business; I301020 Data processing services business; I301030 Digital information supply services business; I401010 General advertising service business; |
75. G801010 Warehousing and storage business; 76. I101070 Agriculture, Forestry, Fishing and Animal Husbandry Consultancy; 77. I103060 Management consulting services business; 78. I199990 Other Consultancy 79. I301010 Software design and service business; 80.I301020 Data processing services business; 81. I301030 Digital information supply services business; 82. I401010 General advertising service business; 83. I501010 Product external appearance designing business; 84. I599990 Other design business; 85. IG02010 Research development service business; 86. IG03010 Energy technical services business; 87. IZ03010 Newspaper clipping business; 88. IZ04010 Translation business; 89. IZ10010 Typesetting business; 90. IZ13010 Network authentication service business; 91. IZ99990 Other industry and commerce services not elsewhere classified; 92. J303010 Magazines (journals) publishing business; 93. J304010 Books publishing business; 94. J305010 Audio publishing business; 95. J399010 Software publishing business; |
|
|---|---|---|---|
| 74. | |||
| 75. 76. 77. 78. 79. 80. 81. 82. 83. 84. 85. 86. 87. 88. 89. 90. |
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| 91. I501010 Product external appearance designing business; 92. I599990 Other design business; 93. IG02010 Research development service business; 94. IG03010 Energy technical services business; 95. IZ03010 Newspaper clipping business; 96. IZ04010 Translation business; 97. IZ10010 Typesetting business; 98. IZ13010 Network authentication service business; 99. IZ99990 Other industry and commerce services not elsewhere classified; 100. J303010 Magazines (journals) publishing business; 101. J304010 Books publishing business; 102. J305010 Audio publishing business; 103. J399010 Software publishing business; 104. J399990 Other publishing business; 105. J701070 Computer Recreational Activities; 106. JE01010 Rental and leasing business; 107. ZZ99999 All businesses that are not prohibited or restricted by laws and regulations other than those requiringspecialpermits. |
96. J399990 Other publishing business; 97. J701070 Computer Recreational Activities; 98. JE01010 Rental and leasing business; 99. ZZ99999 All businesses that are not prohibited or restricted by laws and regulations other than those requiring special permits. |
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|---|---|---|
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Article 30 The Company shall allocate the earnings for each fiscal year in the following order: 1.Paying tax;
Article 30
The Company shall allocate the The Company shall allocate the earnings for each fiscal year in earnings for each fiscal year in the the following order: following order: 1.Paying tax; 1.Paying tax; 2.Making up losses for preceding 2.Making up losses for preceding years; years; 3.Setting aside a legal reserve at 3.Setting aside a legal reserve at 10% of the earnings unless the 10% of the earnings unless the accumulated amount of accumulated amount of the legal reserve has reached the the legal reserve has reached the total authorized capital of the total authorized capital of the Company; Company; 4.Setting aside or reversing a 4.Setting aside or reversing a special reserve according to special reserve according to relevant regulations when relevant regulations when necessary; necessary; 5. The balance after the 5.The balance after the abovementioned payments are abovementioned payments are made (i.e., the earnings in the made, together with the fiscal year concerned available undistributed earnings as of the for distribution) shall be allocated beginning of that fiscal year, shall in the following order: be allocated pursuant to resolution (1) no more than 1% as the of the shareholders’ meeting in the remuneration for directors; following order for that fiscal year: (2) at least 3% as the employee (1) no more than 1% as the bonuses; when bonuses are remuneration for directors ; distributed in the form of stock, (2) at least 3% as the employee persons eligible for such bonuses; when bonuses are distribution shall include distributed in the form of stock, employees of the Company's persons eligible for such subsidiaries who meet certain distribution shall include qualifications. The Board of employees of the Company's Directors, or persons subsidiaries who meet certain authorized by the Board of qualifications. The Board of Directors, shall stipulate Directors, or persons authorized relevant regulations for by the Board of Directors, shall distribution of employee stipulate relevant regulations for bonuses; and distribution of employee (3)3)) the shareholders' dividends: ' dividends: dividends: bonuses; and
(1) no more than 1% as the remuneration for directors; (2) at least 3% as the employee bonuses; when bonuses are distributed in the form of stock, persons eligible for such distribution shall include employees of the Company's subsidiaries who meet certain qualifications. The Board of Directors, or persons authorized by the Board of Directors, shall stipulate relevant regulations for distribution of employee bonuses; and (3)3)) the shareholders' dividends: ' dividends: dividends:
Amend dividends policy.
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| the balance after deducting the preceding two items, together with the retained earnings as of the beginning of the fiscal year concerned shall be the cumulative earnings available for distribution; as the Company is at a stage of stable growth, and considering the benefits of shareholders, stability of financial condition and business development, the amount of dividends distributed to shareholders shall be no less than 60% of the distributable earnings of the year concerned and no less than 15% of the shareholder’s dividends shall be in the form of cash. |
(3) the shareholders'dividends: the balance after deducting the receding two items thereof shall then be allocated as dividends to the shareholders. |
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|---|---|---|---|---|---|
| Delete. | Article 30-1 The Company is situated in a volatile environment and is at the stable growth phase of the enterprise life cycle. Furthermore, taking into account the Company's financial structure, ability to generate operating profits, and the need to expand the operating scale, the Company decides to adopt a residual dividend policy. The proposal concerning the allocation of earnings raised by the Board of Directors shall be made where at least 50% of the distributable earnings as of that year should be allocated as the shareholders’dividends, and no less than 5% of the distributed dividends shall be in the form of |
Article 30-1 is deleted and incorporated into Article 30. |
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| cash. | |||
|---|---|---|---|
| Article 33 These Articles of Incorporation were enacted on July 28, 1975. (the 1stthrough47th revision dates have been omitted for simplicity) The48th amendment is made on June10, 2015. |
Article 33 These Articles of Incorporation were enacted on July 28, 1975. (the 1stthrough46th revision dates have been omitted for simplicity) The47th amendment is made on June 10, 2014. |
Addition of the 48~~th~~ revision date. |
Resolution: Approved and acknowledged as proposed by the Board of Directors by voting (a total of 2,177,269,063 shares with voting rights were present when votes were cast; the number of voting rights for approval is 1,854,575,779 among which 1,156,747,553 was exercised by electronic transmission, the number of voting rights for rejection is 1,419,688, the number of voting rights for abstention is 321,273,596, and 85.18% of the total voting rights voted for approval when votes were cast).
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Item 2 Discussion of the Amendments to Operating Procedures of Acquisition or Disposal of Assets (Proposed by the Board of Directors)
Explanation:(1) In order to better meet the Group's future development needs, it is proposed to amend certain provisions of the Operating Procedures of Acquisition or Disposal of Assets. Please see the comparison table of revised articles of the Operating Procedures of Acquisition or Disposal of Assets for the detailed revisions.
- (2) The proposed amendments are submitted for discussion.
Comparison Table of Revised Articles of the Operating Procedures of Acquisition or Disposal of Assets
Disposal of Assets |
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|---|---|---|
| Article after revision | Article before revision | Explanation |
| Article 5 The total value of real property or securities purchased by the Company and its subsidiaries ("Subsidiaries") for non-operating use and limit on investment in each specific security are as follows: 1. The total value of real property purchased by the Company for non-operating use may not exceed 20% of the Company's net worth as stated in its latest financial statement. The total value of real property purchased by a Subsidiary for non-operating use may not exceed 20% ofthe Company's net worth as stated in its latest financial statement. 2. The total value of securities invested by the Company may not exceed 100% of the Company's net worth as stated in its latest financial statement. The total value of securities invested by a Subsidiary may not exceed60%ofthe Company's net worth as stated in its latest financial statement. 3. The investment in a specific securitybythe Companymay |
Article 5 The total value of real property or securities purchased by the Company and its subsidiaries ("Subsidiaries") for non-operating use and limit on investment in each specific security are as follows: 1. The total value of real property purchased by the Company for non-operating use may not exceed 20% of the Company's net worth as stated in its latest financial statement. The total value of real property purchased by a Subsidiary for non-operating use may not exceed 20% ofthe Subsidiary's net worth as stated in its latest financial statement;if the Subsidiary is a holding company, the total value of real property purchased by the Subsidiary for non- operating use may not exceed 20% of the Subsidiary's net worth as stated in its latest financial statement, either. 2. The total value of securities invested by the Company may not exceed 100% of the Company's net worth as stated |
Revise the total value of real property or securities that may be acquired by the Company and its subsidiaries to accommodate Group’s future development needs. |
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| not exceed 50% of the Company's net worth as stated in its latest financial statement. The investment in a specific security by a Subsidiary may not exceed30%ofthe Company's net worth as stated in its financial statement. |
3. | in its latest financial statement. The total value of securities invested by a Subsidiary may not exceed 150% ofthe Subsidiary's net worth as stated in its latest financial statement;however, if the Subsidiary is a holding company, the total value of securities invested by the Subsidiary may not exceed 200% of the Subsidiary's net worth as stated in its financial statement. The investment in a specific security by the Company may not exceed 50% of the Company's net worth as stated in its latest financial statement. The investment in a specific security by a Subsidiary may not exceed100%ofthe Subsidiary'snet worth as stated in its financial statement; however, if the Subsidiary is a holding company, its investment in a specific security may not exceed 150% of the Subsidiary's net worth as stated in its financial statement. |
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|---|---|---|---|---|---|
| Article 10-1 Where the total amount invested by a Subsidiary in securities after making a proposed investment will exceed 10% of the Company's net worth as stated in its latest financial statement, the proposed investment shall be approved by the Company's Audit Committee and the Board of Directors by resolution in advance. Where the transaction amount of a proposed |
Article 10-1 None. |
In order to accommodate Group's future development needs and to strengthen Group's corporate governance, the Subsidiary shall propose to the Company's Audit Committee and the Board of Directors when acquiring securities |
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| investment in a specific security by a Subsidiary exceeds 5% of the Company's net worth as stated in its latest financial statement, the proposed investment shall be approved by the Company's Audit Committee and the Board of Directors by resolution in advance. |
exceeding certain amount. |
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|---|---|---|---|
| Article 11-1 Where the total amount invested by a Subsidiary in real property for non-operating use after making a proposed investment will exceed 10% of the Company's net worth as stated in its latest financial statement, the proposed investment shall be approved by the Company's Audit Committee and the Board of Directors by resolution in advance. Where the transaction amount of a proposed investment by a Subsidiary in a specific real property for non- operating use exceeds 1% of the Company's net worth as stated in its latest financial statement, the proposed investment shall be approved by the Company's Audit Committee and the Board of Directors by resolution in advance. |
Article 11-1 None. |
In order to accommodate Group's future development needs and to strengthen Group's corporate governance, the Subsidiary shall propose to the Company's Audit Committee and the Board of Directors when acquiring real property exceeding certain amount. |
|
| Article 13-1 The calculation of the transaction amount referred to in Articles 10,10-1,11,11-1 and 13 shall be made in accordance with Subparagraph 5 of Paragraph 1 of Article 17 hereof, and "within the preceding year" as used herein refers to the year preceding the date of occurrence of the current |
Article 13-1 The calculation of the transaction amount referred to in Articles 10, 11 and 13 shall be made in accordance with Subparagraph 5 of Paragraph 1 of Article 17 hereof, and "within the preceding year" as used herein refers to the year preceding the date of occurrence of the current |
Revise to reflect the newly added Articles 10-1 and 11-1. |
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| transaction. Items for which an appraisal report from a professional appraiser or an accountant's opinion is obtained in accordance with these Operating Procedures need not be counted toward the transaction amount. |
transaction. Items for which an appraisal report from a professional appraiser or an accountant's opinion is obtained in accordance with these Operating Procedures need not be counted toward the transaction amount. |
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|---|---|---|
Resolution: Approved and acknowledged as proposed by the Board of Directors by voting (a total of 2,177,269,063 shares with voting rights were present when votes were cast; the number of voting rights for approval is 1,852,345,853, among which 1,154,517,627 was exercised by electronic transmission, the number of voting rights for rejection is 1,420,614, the number of voting rights for abstention is 323,502,596, and 85.08% of the total voting rights voted for approval when votes were cast).
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Item 3 Discussion of the Amendments to Operating Procedures of Fund Lending (Proposed by the Board of Directors)
Explanation:(1) In order to accommodate Group's future development needs, it is proposed to amend certain provisions of the Operating Procedures of Fund Lending. Please see the comparison table of revised articles of the Operating Procedures of Fund Lending for the detailed revisions.
(2) The proposed amendments are submitted for discussion.
Comparison Table of Revised Articles of the Operating Procedures of Fund Lending
| Article after revision | Article before revision | Explanation |
|---|---|---|
| Article 3: Total Amount of Funds Lending and Limit for Each Recipient 1. When lending funds to other companies or enterprises with which the Company has business relations, the amount lent to a single recipient shall not exceed the total transaction amount between the recipient and the Company in the most recent year and shall not exceed20 percent of the Company's net worth as stated in the Company's latest financial statements, and the total amount lent shall not exceed40 percent of the Company's net worth as stated in the Company's latest financial statements; when providing short- term financing to other companies or enterprises, the short-term financing amount to a single recipient shall not exceed20 percent of the Company's net worth as stated in the Company's latest financial statements, and the total short-term financing amount shall not exceed40 percent of the Company's net worth as stated in the Company's latest financial statements. The aggregate amount of total funds lent to other companies |
Article 3: Total Amount of Funds Lending and Limit for Each Recipient 1. When lending funds to other companies or enterprises with which the Company has business relations, the amount lent to a single recipient shall not exceed the total transaction amount between the recipient and the Company in the most recent year and shall not exceed10 percent of the Company's net worth as stated in the Company's latest financial statements, and the total amount lent shall not exceed20 percent of the Company's net worth as stated in the Company's latest financial statements; when providing short- term financing to other companies or enterprises, the short-term financing amount to a single recipient shall not exceed 10 percent of the Company's net worth as stated in the Company's latest financial statements, and the total short-term financing amount shall not exceed20 percent of the Company's net worth as stated in the Company's latest financial statements. The aggregate amount of total funds lent to other companies |
In order to accommodate Group’s future development needs, amount limit for lending fund to others is amended; also, pursuant to Paragraph 4 of Article 3 of the Regulations Governing Loaning of Funds and Making of Endorsements/Guara ntees by Public Companies, the Article is amended to clarify that statutory amount restriction shall not apply to loans of funds to foreign companies in which the Company holds, directly or indirectly, 100% of the voting shares. |
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| or enterprises with which the Company has business relations and total short-term financing provided to other companies or enterprises shall not exceed40 percent of the Company's net worth as stated in the Company's latest financial statements. 2. When a subsidiary of the Company ("Subsidiary") lends funds to other companies or enterprises with which the Subsidiary has business relations, the amount lent to recipients shall not exceed the total transaction amount between the recipient and the Subsidiary in the most recent year and the total amount lent shall not exceed 40 percent of the Subsidiary's net worth as stated in the Subsidiary's latest financial statements; when providing short term financing to other companies or enterprises, the total short-term financing amount shall not exceed 40 percent of the Subsidiary's net worth as stated in the Subsidiary's latest financial statements. The aggregate amount of total funds lent to other companies or enterprises with which the Subsidiary has business relations and total short-term financing provided to other companies or enterprises shall not exceed 40 percent of the Subsidiary's net worth as stated in the Subsidiary's latest financial statements, provided that, the restriction of 40% net worth of lending company shall not apply to inter-company loans of funds between foreign companies in which the Company holds, directly or indirectly, 100% of the voting shares. |
or enterprises with which the Company has business relations and total short-term financing provided to other companies or enterprises shall not exceed20 percent of the Company's net worth as stated in the Company's latest financial statements. 2. When a subsidiary of the Company ("Subsidiary") lends funds to other companies or enterprises with which the Subsidiary has business relations, the amount lent to recipients shall not exceed the total transaction amount between the recipient and the Subsidiary in the most recent year and the total amount lent shall not exceed 40 percent of the Subsidiary's net worth as stated in the Subsidiary's latest financial statements; when providing short term financing to other companies or enterprises, the total short-term financing amount shall not exceed 40 percent of the Subsidiary's net worth as stated in the Subsidiary's latest financial statements. The aggregate amount of total funds lent to other companies or enterprises with which the Subsidiary has business relations and total short-term financing provided to other companies or enterprises shall not exceed 40 percent of the Subsidiary's net worth as stated in the Subsidiary's latest financial statements. "Related party", "subsidiary" and "parent company" referred to herein shall be determined according to the provisions set forth in the Regulations Governing the Preparation of Financial Reports by Securities Issuers. |
||
|---|---|---|---|
20
| "Related party", "subsidiary" and "parent company" referred to herein shall be determined according to the provisions set forth in the Regulations Governing the Preparation of Financial Reports by Securities Issuers. "Net worth" referred to herein shall mean the balance sheet equity attributable to the owners of the parent company under the Regulations Governing the Preparation of Financial Reports by Securities Issuers. |
"Net worth" referred to herein shall mean the balance sheet equity attributable to the owners of the parent company under the Regulations Governing the Preparation of Financial Reports by Securities Issuers. |
|
|---|---|---|
| Article 5: Procedures for Fund Lending 1. Handling Procedures (1)When lending funds or providing short-term financing to others, the Company’s division in charge shall review and submit the proposal for the Chairman of the Board's approval, and shall be approved by one-half or more of all Audit Committee members and then for discussion and consent by the Board of Directors. If the proposal has not been approved by one-half or more of all Audit Committee members, it may be undertaken upon the consent of two-thirds or more of all directors, and the resolution of the Audit Committee shall be recorded in the meeting minutes of the Board of Directors.The Board of Directors may authorize the Chairman to lend in installments or to revolve the credit facility when lending funds to the same party, within a certain amount resolved by the Board of Directors and within one year. The Company shall take into full consideration of each independent |
Article 5: Procedures for Fund Lending 1. Handling Procedures (1)When lending funds or providing short-term financing to others, the Company’s division in charge shall review and submit the proposal for the Chairman of the Board's approval, and shall be approved by one-half or more of all Audit Committee members and then for discussion and consent by the Board of Directors. If the proposal has not been approved by one-half or more of all Audit Committee members, it may be undertaken upon the consent of two-thirds or more of all directors, and the resolution of the Audit Committee shall be recorded in the meeting minutes of the Board of Directors.The Board of Directors may authorize the Chairman to lend in installments or to revolve the credit facility when lending funds to the same party, within a certain amount resolved by the Board of Directors and within one year. The Company shall take into full consideration of each independent |
Pursuant to Paragraph 3 of Article 14 of the Regulations Governing Loaning of Funds and Making of Endorsements/Guara ntees by Public Companies, the Article is amended to clarify the restriction on the amount authorized to the Chairman of the Board. |
21
==> picture [488 x 305] intentionally omitted <==
----- Start of picture text -----
director's opinion in the discussion director's opinion in the discussion
by the Board of Directors, and shall by the Board of Directors, and shall
record each independent director's record each independent director's
explicit opinion for assent or dissent explicit opinion for assent or dissent
and reason for dissent in the meeting and reason for dissent in the meeting
minutes of the Board of minutes of the Board of Directors.
Directors. The aforesaid "certain [below omitted]
amount" means that the
authorized amount of loans
extended by the Company or any
of its subsidiaries to any single
entity shall not exceed 10% of the
net worth on the most recent
financial statements of the lending
company, provided that such
-
restriction shall not apply to inter
company loans of funds between
foreign companies in which the
Company holds, directly or
indirectly, 100% of the voting
shares.
[below omitted]
----- End of picture text -----
Resolution: Approved and acknowledged as proposed by the Board of Directors by voting (a total of 2,177,269,063 shares with voting rights were present when votes were cast; the number of voting rights for approval is 1,847,301,853, among which 1,149,473,627 was exercised by electronic transmission, the number of voting rights for rejection is 6,466,614, the number of voting rights for abstention is 323,500,596, and 84.84% of the total voting rights voted for approval when votes were cast).
22
IV. ELECTION ITEMS
(1) Election of Company's Directors (Proposed by the Board of Directors)
Explanation: (1) The term of the office of the directors (including independent directors) will expire. According to the Board’s resolution, thirteen directors (including three independent directors) will be elected at this annual general shareholders' meeting. The term of the office of the new directors is three years, starting from June 10, 2015 and will expire on June 9, 2018. The directors will assume office immediately after this annual general shareholders meeting.
- (2) The Company adopted the candidates nomination system for electing the 17th term of directors (including independent directors). After the board of directors’ examination, the board has approved 12 candidates (including three candidates for independent directors). The relevant information is as follows:
Name list of Candidates for Directors
| Namelist ofCandidatesfor Directors | ||
|---|---|---|
| Name | Educational Background and Experience | Number of SharesHeld |
| Bruce CH Cheng | BSEE, National Cheng Kung University / Chairman of DeltaElectronics,Inc. |
139,592,593 |
| Yancey Hai | MS Global Management, University of Dallas, U.S.A. / Vice Chairman & CEO, Delta Electronics, Inc.; Country Manager, G.E. Capital |
1,421,302 |
| Mark Ko | BS Control Engineering, National Chiao Tung University / President & COO,DeltaElectronics,Inc. |
1,011,358 |
| Ping Cheng | Bachelor of Business Administration, California State University, Hayward/ Senior Vice President and President inGreaterChina Area of Delta Electronics,Inc. |
8,844,645 |
| Johnson Lee | EMBA, National Taiwan University / Senior Vice President,DeltaElectronics,Inc. |
41,000 |
| Simon Chang | EMBA of Chung Yuan Christian University, Department of Electrical Engineering of Cheng Shiu University/ Senior Vice President,Delta Electronics,Inc. |
969,881 |
| Albert Chang | EMBA of National Central University/ Senior Vice President of Delta Electronics,Inc. |
1,049,791 |
| Fred Chai-Yan Lee |
Ph. D. Duke University, North Carolina/ University Distinguished Professor, Va. Tech. and Director of the Center for Power Electronics Systems. |
0 |
| Chung-Hsing Huang |
Ph.D. in Management of the University of Texas at Austin/ Associate Dean of College of Management of National TaiwanUniversity,AssociateProfessorofCollege of |
0 |
23
Management of National Taiwan University, Acting Director of School of Professional and Continuing Studies of National Taiwan University, Supervisor of Delta Electronics, Inc.
Name list of Candidates for Independent Directors
| Name | Educational Background and Experience | Number of SharesHeld |
|---|---|---|
| Tsong-Pyng Perng |
Ph.D. Materials Science and Engineering, University of Illinois at Urbana-Champaign / Principal, Yuan Ze University; Professor, National Tsing Hua University; President,MaterialsResearchSociety– Taiwan |
0 |
| George Chao | BA Tamkang University / Chairmanof3M Taiwan Ltd. | 0 |
| Yung-Chin Chen | MA Accounting, Soochow University / CPA of Pu Hwa AccountingFirm; CPA and Partner of PwCTaiwan |
0 |
(3) Please Vote
Election Result: 12 members of the Board of Directors (including 3 Independent Directors)
| Title | Name | Number of Shares |
|---|---|---|
| Directors | YanceyHai | 1,756,880,791 |
| Directors | Bruce CHCheng | 1,751,112,886 |
| Directors | Mark Ko | 1,750,488,738 |
| Directors | Ping Cheng | 1,748,572,066 |
| Directors | Johnson Lee | 1,747,590,880 |
| Directors | SimonChang | 1,746,386,268 |
| Directors | Albert Chang | 1,745,719,280 |
| Directors | Fred Chai-Yan Lee | 1,744,392,567 |
| Directors | Chung-HsingHuang | 1,742,255,841 |
| IndependentDirectors | Yung-ChinChen | 1,740,982,412 |
| Independent Directors | Tsong-Pyng Perng | 1,740,945,449 |
| IndependentDirectors | George Chao | 1,740,569,000 |
24
V. OTHER PROPOSALS
Item 1 Discussion of Releasing the Directors from Non-Competition Restrictions (Proposed by the Board of Directors)
-
Explanation:(1) According to Article 209 of the Company Law, a director who conducts business within the business scope of the Company for himself or others shall explain in the shareholders' meeting the essential contents of such conduct and obtain the shareholders' approval.
-
(2) As certain directors elected in this shareholders' meeting concurrently work for other companies, which may constitute the act restricted under Article 209 of the Company Act, it was proposed to submit to the shareholders' meeting for resolution to release the non-competition restrictions on the directors, without prejudice to the interests of the Company. Detailed list of the relevant directors' positions in other companies is announced on a board placed at the venue of the shareholders' meeting after the election.
-
(3) The proposal is submitted for discussion.
-
Resolution: Approved and acknowledged as proposed by the Board of Directors by voting (a total of 2,177,269,063 shares with voting rights were present when votes were cast; the number of voting rights for approval is 1,306,109,633 among which 608,281,407 was exercised by electronic transmission, the number of voting rights for rejection is 408,443,771, the number of voting rights for abstention is 462,715,659, and 59.99% of the total voting rights voted for approval when votes were cast).
25
VI. EXTEMPORARY MOTIONS
None.
Meeting Adjourned: 11:10 AM, June 10, 2015
Chairman: Yancey Hai
Recorder: Ms. Jill Lee
26
Details of Directors' Important Positions in Other Companies
| Name of Directors |
Important Positions in Other Companies |
|---|---|
| Bruce CH Cheng |
DAC Holding (Cayman) Ltd. Director Delta Electronics (Japan), Inc. Director Delta Electronics (H.K.) Limited Director Delta International Holding Ltd. Director Delta Electronics (Jiangsu) Ltd. Chairman Delta Electronics Components (Wujiang) Ltd. Chairman Delta Electro-Optics (Wujiang) Ltd. Chairman Delta Video Display System (Wujiang) Ltd. Chairman Delta Electronics (Shanghai) Co., Ltd. Chairman Delta Electronics (Wujiang) Trading Co., Ltd. Chairman Finestar International Limited Director Hua Zhi Investment Co.,Ltd. Chairman |
| Yancey Hai | Delta Electronics Power (Dongguan) Co., Ltd. Director Delta International Holding Ltd. Director Delta Electronics (Shanghai) Co., Ltd. Director CTCI Corporation Director Delta Electronics International Ltd. Director DAC Holding (Cayman) Ltd. Director Delta Electronics (H.K.) Limited Director USI Corporation Independent Director |
| Mark Ko | Delta Electronics (Japan), Inc. Director Delta Electronics (Dongguan) Co., Ltd. Chairman Delta Electronics (H.K.) Limited Director Delta Electronics Power (Dongguan) Co., Ltd. Chairman Delta International Holding Ltd. Director Delta Electronics (Jiangsu) Ltd. Director Delta Electro-Optics (Wujiang) Ltd. Director Delta Electronics International Ltd. Director Delta Electronics (Wuhu) Ltd. Chairman Delta Electronics (Chenzhou) Co., Ltd. Chairman Wuhu Delta Technology Co., Ltd. Chairman Chenzhou Delta TechnologyCo.,Ltd. Chairman |
27
| Delta Electronics (Wujiang) Trading Co., Ltd. Director Delta Green (Tianjin) Industries Co., Ltd. Chairman Delta Greentech(China)Co.,Ltd. Director |
|
|---|---|
| Ping Cheng | Delta Greentech (China) Co., Ltd. Chairman Delta Electronics (Dongguan) Co., Ltd. Director / President Delta Electronics (H.K.) Limited Director Delta Electronics Power (Dongguan) Co., Ltd. Director / President Delta International Holding Ltd. Director Delta Power Sharp Limited Director Delta Electronics International Ltd. Director Deltronics (Netherlands) B.V. Director Delta Electronics (Thailand) Public Co., Ltd. Counsel Delta Electronics (Jiangsu) Ltd. President Delta Electro-Optics (Wujiang) Ltd. President Delta Video Display System (Wujiang) Ltd. Director / President Delta Electronics (Wuhu) Ltd. Director Delta Electronics (Chenzhou) Co., Ltd. Director / President Wuhu Delta Technology Co., Ltd. Director Chenzhou Delta Technology Co., Ltd. Director / President Delta Electronics (Wujiang) Trading Ltd. Director / President Delta Green (Tianjin) Industries Co., Ltd. Director / President Delta Energy Technology (Shanghai) Co., Ltd. Chairman Delta Energy Technology (Wuhu) Co., Ltd. Chairman Delta Energy Technology (Chenzhou) Co., Ltd. Chairman Delta Energy Technology (Dongguan) Co., Ltd. Chairman Delta Energy Technology (Wujiang) Co., Ltd. Chairman Ace Pillar Holding Co., Ltd. Director Delta Electronics (PINGTAN) CO., LTD. Chairman Delta Electronics Components(Wujiang)Ltd. President |
| Simon Chang | Betacera Inc. Director Delta Electro-Optics (Wujiang) Ltd. Director Deltronics (Netherlands) B.V. Director Delta Greentech (China) Co., Ltd. Director Delta Green(Tianjin)Industries Co.,Ltd. Director |
| Johnson Lee | Delta Electronics(Chenzhou)Co.,Ltd. Director |
28
| Chenzhou Delta Technology Co., Ltd. Director Delta Electronics (Wuhu) Co., Ltd. Director Wuhu Delta Technology Co., Ltd. Director Delta Electronics International Limited Director Delta International Holding Limited Director Delta Electronics (HK) Limited Director Delta Power Sharp Ltd. Director Delta Electronics (PINGTAN) CO., LTD. Director Delta Electronics Components(Wujiang)Ltd. Director |
|
|---|---|
| Fred Chai- Yan Lee |
Delta Electronics (Shanghai) Co., Ltd. Director / President NeoEnergyMicroelectronics,Inc. Director |
| Albert Chang | Neo Solar Power Corp. Director |
| Chung-Hsing Huang |
Test Rite International Co., Ltd. Director |
Details of Independent Directors’ Important Positions in Other Companies
| Name of Independent Director |
Important Positions in Other Companies |
|---|---|
| Yung-Chin Chen |
Prime Oil Chemical Service Corporation Director China Television Company Independent Director Lifestyle Global Enterprise Inc. Supervisor Taiwan Cogeneration Corporation Supervisor Wei Chuan Foods Corp. Supervisor |
| Tsong-Pyng Perng |
None |
| George Chao | None |
29
30
Attachment 1
Business Report
Thanks to the hardwork of our colleagues, Delta has performed well, growing in both revenues and profits this past year. Delta reported consolidated revenues of NT$190.6 billion in the year 2014, an 8% growth compared to the year before. Gross profits amount to NT$51.5 billion, with a profit margin of 27%, a 14% increase compared to the year before. Net operating profits amount to NT$22.8 billion, accounting for 12% of the revenues, growing 17% compared to the year before. And net income after tax amount to NT$20.7 billion, a net profit margin of 10.9%, growing 16% compared to the year before. Delta's EPS (earnings per share) for the year 2014 reached a new record of NT$8.49 with a ROE (return on equity) of 21.1%, which has also grown steadily compared to 2013. Delta's market capitalization has surpassed NT$450 billion, with over 70% of shares being held by foreign institutional investors, implying that Delta's management philosophy and operating performance is well acknowledged by the market. The following summarizes the business results and future prospects of Delta's three major business categories:
Power Electronics Power Electronics has served as the cornerstone on which Delta has built its technology and operation upon. It has been a long term major contributor to Delta's revenues and profits. Delta continues to be a dominant player in the world's power supply and brushless DC fan market. We desire not only to continue extending our lead in IT, automotive and consumer electronic fields, but also to apply our technologies in new fields such as cloud computing, medical care, electric vehicles, LED lighting, and smart homes. This stance has been widely acknowledged by our customers. By extending our technologies' applications, increasing energy conversion efficiency, and integrating energy recycling into low power consumption ultra slim products, Delta can create exceptional value for ODM customers and also cooperate with them to pioneer new global markets. We believe that the prevalence of cloud computing and "Internet of things" can bring about countless opportunities. Riding on the growing trend of stringent environmental restrictions, Delta's Power Electronics business group will continue to grow and contribute significantly to our revenues and profits.
Energy Management Energy Management has been Delta's duty through which we strive to fulfill our mission, as it is at the forefront of Delta's brand philosophy “Smarter, Greener, Together.". It is the very reason why Delta has invested so much into developing key products, systems and solutions for energy management, industrial automation, power systems, and power quality management in the recent years.
Delta has invested in industrial automation for over 20 years, developing innovative products such as the SCARA industrial robot, machine vision systems, CNC controllers, energy efficient industrial automation solutions and other smart solutions. Through constant feedback from the market, we can optimize these products and allow our customers to increase their production lines’ efficiency and quality. Delta's nomination in the ROBO-STOX is testament to Delta's development in the industrial automation market through the buildup and integration of professionals in respective fields, an exceptional customer support team, regional sales platform and advanced technology. This achievement has been well acknowledged and recognized. Delta's telecom power sales have continued to grow in scale with the development of the global communications infrastructure. With the successful M&A of Eltek ASA by our European subsidiary, we have moved one step closer to becoming the leader in global telecom power. We custom design data
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31
centers and UPS for key infrastructural organizations such as government, transportation, telecom, semiconductor and financial groups, to not only ensure seamless operation of key services required by customers, but also provide savings in energy and operations cost. We have achieved important breakthroughs in various areas such as electric vehicles, renewable energy, and energy storage and management. With these technologies, Delta has built power plants in Japan and also smart charging systems with built-in communications capabilities that can flexibly arrange charging conditions according to information provided by the power grid in the U.S. These management systems can support power companies to lower the investment that they need to expand the general power infrastructure, and allow electric vehicles to use off-peak power to charge and thereby lower their charging cost. With the increasing demand for smart energy management and flexible automated production, we believe that Energy Management will be the primary driving force for Delta to continue to grow.
Smart Green Life Networking and display solutions are Delta’s representatives in the Smart Green Life category. Delta Networks is Delta Electronics’ answer to network communication. Not only does it provide services for various enterprise customers, it is also Delta's internal networking specialist. Delta Networks has performed exceptionally well, developing systems and solutions for all other business groups within the corporation. Delta's display business seeks to maintain our leading position in high-end projection sector. It has provided a brand new solution for remote monitoring. By integrating the most advanced network control system with a completely embedded display wall controller, it is the first custom-designed multi-panel video wall display controlling system that integrates both image and sound in command and control centers. Boasting the most advanced DSP (Digital signal processing) technology to support over 10,000 signal sources and display units simultaneously, the system enhances image processing capability and allows for real-time previews with synchronized playback features, fulfilling all needs to remote monitoring and management. Delta's display business unit’s strategy to move from single display monitors to image systems and integrated remote monitoring systems has proven successful, with satisfied customers applying it to power grid, transportation networks, communications networks, social security, and smart buildings. Having invested steadfastly into Smart Green Life for a prolonged period and riding on the growing use of internet communication and various cloud applications, we believe that the Smart Green Life business will continue to support the growth of Delta.
With a strong ODM foundation and gradual transition to provide integrated systematic solutions, we have successfully completed nearly 200 solution projects across the globe. We strive hard to make the best of all opportunities and work towards the company's mission of "providing innovative, clean, and energy-efficient solutions for a better tomorrow" to bring about positive effects. To successfully develop a solutions-oriented business model, Delta requires the professional knowledge to evaluate a customer's issue, and provides suitable integrated products and technology. To do this, the horizontal integration and cooperation between different business groups and related technologies is critical to success. In response to the constantly evolving industry, products and technology, Delta not only strives to develop new industries and technologies, enhances the organization capability from within, but also seeks other methods such as M&A and alliances with other corporations to fulfill customers’ demands promptly. Some examples include the previously mentioned merger with the Norwegian power supply company, and the cooperation between Delta and Mitsubishi Heavy Industries to enter the area of battery energy storage. Through both internal development and external opportunities, we believe that Delta can effectively increase the efficiency in systematic services and provide customer solutions in Taiwan and the rest of the world.
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32
Last year, Delta was listed amongst the top 20 international brands in Taiwan for the fourth time, making us the only industrial brand in the domestic electronics industry to be accredited with such an honor for four consecutive years. Not only have we moved up four ranks, but upon evaluation, Delta's brand value has increased 24% to reach USD$ 170 million, demonstrating our outstanding brand management performance. Delta has also been commended by many of our long term customers such as SONY, Panasonic, Celestica, and Lenovo. Our efforts in improving the enterprise's social responsibility, corporate governance, and investor services have also been widely acknowledged by the general public. Last year, Delta was ranked first place by CommonWealth magazine as Taiwan's Most Admired Company in the electronics industry sector for thirteen consecutive years. We also received the top award honor of “Excellence in Corporate Social Responsibility” in the large corporation category for the eighth consecutive year. Delta was accredited top rank in Global View magazine's 10th Annual Corporate Social Responsibility (CSR) reward for both "Overall Performance" and "Sustainable Operations". Since the award's inception in 2005, Delta has been awarded top rank for 9 times, the highest in Taiwan. Delta was also selected by Dow Jones Sustainability Indices (DJSI) World Index for four years in a row and the second consecutive year for the DJSI-Emerging Markets Index published in 2013. Last year, Delta participated in the Carbon Disclosure Project (CDP) and surpassed nearly 2000 listed company around the globe. Not only did Delta receive the highest appraisal, it was also the only company from the Greater China region to be selected as part of the Climate Performance Leadership Index (CPLI). In terms of corporate management, Delta has received the highest ranking of A++ for information disclosure. These all demonstrate the recognition of the general public towards Delta's efforts.
Our stable and superb performance is the result of the unwavering efforts from our colleagues to which we express our immense gratitude. We are also deeply grateful for the support of our customers, suppliers, shareholders and the public towards Delta. We will strive to continue towards our strategic goal, to deliver the Delta philosophy, to fulfill our corporate society responsibility, and to improve our operation efficiency and profitability. We will demonstrate the strength of Delta, earn global respect and make our colleagues proud of being a Delta family member.
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Attachment 2
REPORT OF INDEPENDENT ACCOUNTANTS TRANSLATED FROM CHINESE
PWCR14003207
To Delta Electronics, Inc.
We have audited the accompanying parent company only balance sheets of Delta Electronics, Inc. as of December 31, 2014 and 2013, and the related parent company only statements of comprehensive income, of changes in stockholders' equity and of cash flows for the years ended December 31, 2014 and 2013. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. As explained in note 6(6), we did not audit the financial statements of investments accounted for under equity method, which statements reflect investments accounted for under equity method of $6,269,174 thousand and $5,342,282 thousand, constituting 4.00% and 3.90% of the consolidated total assets as of December 31, 2014 and 2013, respectively, and total comprehensive income (including share of (loss) profit of associates and joint ventures accounted for under equity method and share of other comprehensive incme of associates and joint ventures accounted for under equity method) amounted to $1,101,031 thousand and $993,227 thousand, constituting 4.72% and 4.32% of the total comprehensive income for the years ended December 31, 2014 and 2013, respectively. Those statements were audited by the other independent accountants whose reports thereon have been furnished to us, and our opinion expressed herein, insofar as it relates to the amounts and the information disclosed in Note 13 are based solely on the reports of the other auditors.
We conducted our audits in accordance with the “Rules Governing Examination of Financial Statements by Certified Public Accountants” and generally accepted auditing standards in the Republic of China. Those standards and rules require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits and the reports of the other independent accountants provide a reasonable basis for our opinion.
33
In our opinion, based on our audits and the reports of the other independent accountants, the parent company only financial statements referred to above present fairly, in all material respects, the financial position of Delta Electronics, Inc. as of December 31, 2014 and 2013, and the results of their operations and their cash flows for the years ended December 31, 2014 and 2013, in conformity with the “Rules Governing the Preparation of Financial Statements by Securities Issuers”.
PricewaterhouseCoopers, Taiwan
March 10, 2015
The accompanying 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 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.
34
DELTA ELECTRONICS, INC. PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2014AND 2013
(Expressed in thousands of New Taiwan dollars)
| Assets | Notes | December 31, 2014 | December 31, 2013 | |||
|---|---|---|---|---|---|---|
| Current assets | ||||||
| Cash and cashequivalents | 6(1) | $ | 7,976,704 | $ | 5,889,486 | |
| Available-for-sale financial assets - current | 6(2) | 460,607 | 586,773 | |||
| Notes receivable, net | 58,093 | 54,675 | ||||
| Accounts receivable, net | 6(4) | 5,733,649 | 8,021,708 | |||
| Accounts receivable - related parties | 7 | 1,936,710 | 1,109,261 | |||
| Other receivables | 92,447 | 43,479 | ||||
| Other receivables - related parties | 7 | 355,952 | 378,913 | |||
| Current income tax assets | 361,196 | 5,957 | ||||
| Inventories | 6(5) | 940,023 | 691,306 | |||
| Prepayments | 751,088 | 345,057 | ||||
| Other current assets | 8 | 143,101 | 53,308 | |||
| Total current assets | 18,809,570 | 17,179,923 | ||||
| Non-current assets | ||||||
| Available-for-sale financial assets - | 6(2) | |||||
| noncurrent | 5,150,949 | 6,117,918 | ||||
| Financial assets carried at cost - noncurrent | 6(3) | 210,678 | 210,985 | |||
| Investments accounted for under equity | 6(6) | |||||
| method | 120,692,575 | 102,730,961 | ||||
| Property, plant and equipment | 6(7) | 10,040,068 | 9,568,372 | |||
| Intangible assets | 6(8) | 634,267 | 634,017 | |||
| Deferred income tax assets | 6(23) | 839,703 | 506,415 | |||
| Other non-current assets | 6(9) | 288,269 | 198,871 | |||
| Total non-current assets | 137,856,509 | 119,967,539 | ||||
| Total assets | $ | 156,666,079 | $ | 137,147,462 |
(Continued)
35
DELTA ELECTRONICS, INC. PARENT COMPANY ONLY BALANCE SHEETS (CONTINUED) DECEMBER 31, 2014AND 2013
(Expressed in thousands of New Taiwan dollars)
| Liabilities and Equity | Notes 7 7 6(10) 6(23) 6(11) 6(13) 6(14) 6(15) 6(6) 9 11 |
December 31, 2014 $ 593,999 8,229,224 7,398,644 228,596 1,414,239 17,864,702 26,366,000 6,906,032 2,644,433 35,916,465 53,781,167 24,375,433 25,822,764 15,552,256 527,556 33,542,818 3,064,085 102,884,912 $ 156,666,079 |
December 31, 2013 |
|---|---|---|---|
| Current liabilities Accounts payable Accounts payable - related parties Other payables Other payables - related parties Other current liabilities Toal current liabilities Non-current liabilities Long-term borrowings Deferred income tax liabilities Other non-current liabilities Total non-current liabilities Total liabilities Equity Share capital Share capital - common stock Capital surplus Capital surplus Retained earnings Legal reserve Special reserve Unappropriated retained earnings Other equity interest Other equity interest Total equity Significant contingent liabilities and unrecorded contract commitments Significant subsquent events Total liabilities and equity |
$ 754,656 8,671,249 6,450,408 166,770 1,098,555 |
||
| 17,141,638 | |||
| 18,716,500 5,018,981 2,622,751 |
|||
| 26,358,232 | |||
| 43,499,870 | |||
| 24,375,433 25,790,922 13,774,636 4,074,505 25,212,328 419,768 |
|||
| 93,647,592 | |||
| $ 137,147,462 |
The accompanying notes are an integral part of these financial statements. See report of independent accountants dated March 10, 2015.
36
DELTA ELECTRONICS, INC.
PARENT COMPANY ONLY STATEMENTS OF COMPRHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013
(Expressed in thousands of New Taiwan dollars, except earning per share data)
| Items | Notes 2014 2013 6(16) and 7 $ 38,607,643 $ 37,206,319 6(17) and 7 ( 34,318,928) ( 33,051,609) 4,288,715 4,154,710 6(23)(24) ( 496,418) ( 545,477) ( 1,539,781) ( 1,519,051) ( 336,668) ( 214,623) ( 2,372,867) ( 2,279,151) 1,915,848 1,875,559 6(18) 651,582 596,910 6(2)(19) ( 226,730) ( 495,076) 6(20) ( 113,148) ( 108,523) 6(6) 19,951,168 16,635,706 20,262,872 16,629,017 22,178,720 18,504,576 ( 1,479,820) ( 1,260,145) 20,698,900 17,244,431 6(6) - 531,771 $ 20,698,900 $ 17,776,202 $ 5,558,761 $ 1,980,117 ( 1,439,204) 2,421,856 - 1,485 ( 976,056) 1,082,753 6(23) ( 499,175) ( 258,127) $ 2,644,326 $ 5,228,084 $ 23,343,226 $ 23,004,286 6(24) $ 8.49 $ 7.10 - 0.22 $ 8.49 $ 7.32 $ 8.42 $ 7.02 - 0.22 $ 8.42 $ 7.24 |
|---|---|
| Sales revenue Operating costs Gross profit Operating expenses Selling expenses General and administrative expenses Research and development expenses Total operating expenses Operating profit Non-operating income and expenses Other income Other gains and losses Finance costs Share of profit of associates and joint ventures accounted for using equity method Non-operating income and expenses Profit before income tax Income tax expense Profit for the year from continuing operations Profit for the year from discontinued operations Profit for the year Other comprehensive income Financial statements translation differences of foreign operations Unrealized (loss) gain on valuation of available-for-sale financial assets Cash flow hedges Share of other comprehensive (loss) income of associates and joint ventures accounted for using equity method Income tax relating to the components of other comprehensive income Other comprehensive income for the year Total comprehensive income for the year Basic earnings per share (in dollars) Profit from continuing operations Profit from discontinued operations Total basic earnings per share Diluted earnings per share (in dollars) Profit from continuing operations Profit from discontinued operations Total diluted earnings per share |
The accompanying notes are an integral part of these financial statements. See report of independent accountants dated March 10, 2015.
37
DELTA ELECTRONICS, INC. PARENT COMPANY ONLYSTATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013
(Expressed in thousands of New Taiwan dollars)
| 2013 New Taiwan Dollars Balance at January 1, 2013 Share-based payments Distribution of 2012 earnings (Note 1) Legal reserve Special reserve Cash dividends Difference between consideration and carrying amount of subsidiaries acquired or disposed Change in equity of associates and joint ventures accounted for under equity method Other comprehensive income for the year Profit for the year Balance at December 31, 2013 2014 New Taiwan Dollars Balance at January 1, 2014 Distribution of 2013 earnings (Note 2) Legal reserve Reversal of special reserve Cash dividends Change in equity of associates and joint ventures accounted for under equity method Share of changes in equities of subsidiaries Proceeds from investments accounted for under the equity method Other comprehensive income for the year Profit for the year Balance at December 31, 2014 |
Notes | Share capital - common stock |
Capital surplus | Retained Earnings | Other equityinterest | Other equityinterest | Total equity | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Legal reserve | Special reserve | Unappropriated retained earnings |
Financial statements translation differences of foreign operations |
Unrealized gain or loss on available-for-sa le financial assets |
Hedging instrument gain (loss) on effective hedge of cash flow hedges |
Equity directly related to non-current assets held for sale |
|||||||||
| 6(12) 6(15) 6(15) 6(15) 6(15) 6(15) 6(15) |
$ 24,211,780 163,653 - - - - - - - $ 24,375,433 $ 24,375,433 - - - - - - - - $ 24,375,433 |
$ 24,774,551 934,077 - - - 34,344 47,950 - - $ 25,790,922 $ 25,790,922 - - - 32,255 ( 73 ) ( 340 ) - - $ 25,822,764 |
$ 12,163,682 - 1,610,954 - - - - - - $ 13,774,636 $ 13,774,636 1,777,620 - - - - - - - $ 15,552,256 |
$ 2,156,092 - - 1,918,413 - - - - - $ 4,074,505 $ 4,074,505 - ( 3,546,949 ) - - - - - - $ 527,556 |
$ 23,808,695 - ( 1,610,954 ) ( 1,918,413 ) ( 12,843,202 ) - - - 17,776,202 $ 25,212,328 $ 25,212,328 ( 1,777,620 ) 3,546,949 ( 14,137,739 ) - - - - 20,698,900 $ 33,542,818 |
($ 4,259,517 ) - - - - - - 2,556,027 - ($ 1,703,490 ) ($ 1,703,490 ) - - - - - ( 9 ) 4,118,876 - $ 2,415,377 |
($ 492,915 ) - - - - - - 2,597,295 - $ 2,104,380 $ 2,104,380 - - - - - - ( 1,462,302 ) - $ 642,078 |
$ 26,229 - - - - - - ( 7,351 ) - $ 18,878 $ 18,878 - - - - - - ( 12,248 ) - $ 6,630 |
($ 26,975 ) - - - - ( 55,138 ) - 82,113 - $ - $ - - - - - - - - - $ - |
$ 82,361,622 1,097,730 - - ( 12,843,202 ) ( 20,794 ) 47,950 5,228,084 17,776,202 $ 93,647,592 $ 93,647,592 - - ( 14,137,739 ) 32,255 ( 73 ) ( 349 ) 2,644,326 20,698,900 $ 102,884,912 |
Note 1: Directors' and supervisors' remuneration amounting to $30,400 and employees' bonus amounting to $2,047,925 had been deducted from the Statement of Comprehensive Income in 2012. Note 2: Directors' and supervisors' remuneration amounting to $30,400 and employees' bonus amounting to $2,492,438 had been deducted from the Statement of Comprehensive Income in 2013.
The accompanying notes are an integral part of these financial statements. See report of independent accountants dated March 10, 2015.
38
DELTA ELECTRONICS, INC.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013
(Expressed in thousands of New Taiwan dollars)
| CASH FLOWS FROM OPERATING ACTIVITIES Profit before tax for the year from continuing operations Profit before tax for the year from discontinued operations Profit before tax for the year Adjustments to reconcile net income to net cash generated from operating activities Income and expenses having no effect on cash flows Depreciation Amortization Provision for bad debts Interest expense Interest income Dividend income Net loss (gain) on financial assets or liabilities at fair value through profit or loss Share of profit of associates and joint ventures accounted for under equity method Loss on disposal of property, plant and equipment Gain on disposal of non-current assets classified as held for sale (shown as profit (loss) from discontinued operations) Loss on disposal of investments Impairment loss on financial assets Reversal of impairment loss on non-financial assets (shown as profit (loss) from discontinued operations) (Reversal of) impairment loss on non-financial assets Changes in assets/liabilities relating to operating activities Net changes in assets relating to operating activities Notes receivable Accounts receivable Accounts receivable - related parties Other receivables Other receivables - related parties Inventories Prepayments Other current assets Other non-current assets Net changes in liabilities relating to operating activities Notes payable Accounts payable - related parties Other payables Other payables - related parties Other current liabilities Other non-current liabilities Cash generated from operations Interest received Dividends received Interest paid Income taxes paid Net cash provided by operating activities |
Notes 2014 2013 $ 22,178,720 $ 18,504,576 - 531,771 22,178,720 19,036,347 6(7)(21) 531,922 550,471 6(8)(21) 293,229 311,204 6(4) ( 3,217 ) ( 11,142 ) 6(20) 113,148 108,523 6(18) ( 14,374 ) ( 8,725 ) 6(18) ( 109,270 ) ( 119,400 ) 6(19) - ( 5,270 ) 6(6) ( 19,951,168 ) ( 16,332,293 ) 6(19) 180.590 ( 24,594 ) - ( 25,989 ) 6(19) 211,912 433,670 6(19) 26,056 33,880 - ( 809,194 ) ( 184,457 ) 32,141 ( 3,418 ) 34,084 2,291,276 ( 3,263,185 ) ( 827,449 ) 718,940 ( 48,487 ) 61,162 22,961 154,233 ( 248,717 ) 65,220 ( 405,964 ) ( 287,657 ) ( 86,711 ) 194,975 ( 21,446 ) 3,246 ( 164,308 ) 303,643 ( 442,025 ) 2,021,748 926,164 1,240,534 61,826 119,002 315,324 248,368 ( 16,079 ) 104,510 4,626,038 4,888,452 14,072 8,688 7,145,762 8,522,831 ( 101,719 ) ( 116,261 ) ( 784,942 ) ( 1,536,544 ) 10,899,211 11,767,166 |
|---|---|
(Continued)
39
DELTA ELECTRONICS, INC. PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS (CONTINUED) FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013
(Expressed in thousands of New Taiwan dollars)
| CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from disposal of financial assets at fair value through profit or loss, designated upon initial recognition Acquisition of available-for-sale financial assets Proceeds from disposal of available-for-sale financial assets Proceeds from capital reduction of available-for-sale financial assets Proceeds from capital reduction of financial assets at cost Acquisition of investments accounted for using equity method Disposal of investments accounted for using equity method Proceeds from decrease (increase) in cash surrender value of life insurance Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Acquisition of intangible assets Decrease (increase) in refundable deposits Decrease in prepayments for business facilities Cash received through merger Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from long-term debt Repayment of long-term debt Increase in guarantee deposits received Exercise of employee share options Cash dividends paid Net cash used in financing activities Increase in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year |
Notes 2014 2013 $ - $ 720,000 ( 1,061,734 ) ( 349,023 ) 454,122 742,441 18,112 - 306 - ( 550,585 ) ( 1,510,254 ) 22,443 939 1,182 2,602 6(7) ( 1,036,653 ) ( 1,114,501 ) 43,852 241,386 6(8) ( 281,027 ) ( 340,415 ) ( 4,828 ) ( 998 ) ( 57,189 ) 27,514 128,244 - ( 2,323,754 ) ( 1,580,309 ) 7,649,500 3,289,500 - ( 888,000 ) - 840 - 1,097,730 ( 14,137,739 ) ( 12,843,202 ) ( 6,488,239 ) ( 9,343,132 ) 2,087,218 843,725 5,889,486 5,045,761 $ 7,976,704 $ 5,889,486 |
|---|---|
The accompanying notes are an integral part of these financial statements. See report of independent accountants dated March 10, 2015.
40
Attachment 3
REPORT OF INDEPENDENT ACCOUNTANTS TRANSLATED FROM CHINESE
PWCR14000323
To Delta Electronics, Inc.
We have audited the accompanying consolidated balance sheets of Delta Electronics, Inc. and subsidiaries as of December 31, 2014 and 2013, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We did not audit the financial statements of certain investments accounted for under equity method, which statements reflect total assets (including investments accounted for under equity method) of $6,519,788 thousand and $6,051,355 thousand, constituting 2.96% and 3.07% of the consolidated total assets as of December 31, 2014 and 2013, respectively, and total comprehensive income (including share of profit of associates and joint ventures accounted for under equity method and share of other comprehensive income of associates and joint ventures accounted for under equity method) of $1,101,031 thousand and $993,227 thousand, constituting 4.44% and 3.99% of the consolidated total comprehensive income for the years then ended, respectively. Those financial statements and the information disclosed in Note 13 were audited by other independent accountants whose reports thereon have been furnished to us, and our opinion expressed herein is based solely on the audit reports of the other independent accountants.
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. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits and the reports of the other independent accountants provide a reasonable basis for our opinion.
41
In our opinion, based on our audits and the reports of other independent accountants, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Delta Electronics, Inc. and subsidiaries as of December 31, 2014 and 2013, and their financial performance and cash flows for the years then ended, in conformity with the “Rules Governing the Preparation of Financial Statements by Securities Issuers” and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission (FSC).
We have also audited the parent company only financial statements of Delta Electronics, Inc. as of and for the years ended December 31, 2014 and 2013, on which we have expressed a modified unqualified opinion on such financial statements.
The consolidated financial statements of Delta Electronics, Inc. and subsidiaries as of and for the year ended December 31, 2014 expressed in US dollars are presented solely for the convenience of the reader and were translated from the financial statements expressed in New Taiwan dollars using the exchange rate of $31.65 to US$1.00 at December 31, 2014. This basis of translation is not in accordance with International Financial Reporting Standards, International Accounting Standards, and relevant interpretations and interpretative bulletins that are ratified by the FSC.
PricewaterhouseCoopers, Taiwan
March 10, 2015
------------------------------------------------------------------------------------------------------------------------------------------------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.
42
DELTA ELECTRONICS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2014 AND 2013
(Expressed in thousands of dollars)
| Assets Current assets Cash and cash equivalents Financial assets at fair value through profit or loss - current Available-for-sale financial assets - current Derivative financial assets for hedging - current Notes receivable, net Accounts receivable, net Accounts receivable - related parties Other receivables Other receivables - related parties Current income tax assets Inventories Prepayments Other current assets Total current assets Non-current assets Financial assets at fair value through profit or loss - non-current Available-for-sale financial assets - non-current Financial assets carried at cost - non-current Investments accounted for under equity method Property, plant and equipment Investment property, net Intangible assets Deferred income tax assets Other non-current assets Total non-current assets Total assets |
Notes 6(1) 6(2) 6(3) 6(5) 6(6) 7 7 6(30) 6(7) 8 6(2) 6(3) 6(4) 6(8) 6(9) 6(10) 6(11) 6(30) 6(13) |
US Dollars December 31, 2014 $ 2,321,005 1,252 21,748 - 62,275 1,357,226 39,814 14,704 1,375 12,664 681,579 147,835 9,366 4,670,843 3,663 220,130 23,658 224,339 1,163,184 70,264 369,858 135,358 84,025 2,294,479 $ 6,965,322 |
New Taiwan Dollars | New Taiwan Dollars |
|---|---|---|---|---|
| December 31, 2014 $ 73,459,818 39,626 688,324 - 1,971,006 42,956,211 1,260,102 465,368 43,507 400,804 21,571,975 4,678,972 296,443 147,832,156 115,924 6,967,099 748,761 7,100,336 36,814,759 2,223,848 11,706,015 4,284,096 2,659,428 72,620,266 $ 220,452,422 |
December 31, 2013 | |||
$ 59,023,870 82,749 686,511 13,340 1,535,567 41,121,837 1,083,328 407,045 157,570 5,957 18,041,829 4,183,426 160,072 126,503,101 109,810 7,677,790 400,605 6,696,275 37,194,762 1,960,453 10,857,876 3,288,189 2,639,953 70,825,713 $ 197,328,814 |
(Continued)
43
DELTA ELECTRONICS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (CONTINUED) DECEMBER 31, 2014 AND 2013
(Expressed in thousands of dollars)
| Liabilities and Equity Current liabilities Short-term borrowings Financial liabilities at fair value through profit or loss - current Derivative financial liabilities for hedging - current Notes payable Accounts payable Accounts payable - related parties Other payables Current income tax liabilities Other current liabilities Total current liabilities Non-current liabilities Long-term borrowings Deferred income tax liabilities Other non-current liabilities Total non-current liabilities Total Liabilities Equity Share capital Share capital - common stock Capital surplus Capital surplus Retained earnings Legal reserve Special reserve Unappropriated retained earnings Other equity interest Other equity interest Equity attributable to owners of the parent Non-controlling interest Total equity Significant contingent liabilities and unrecorded contract commitments Significant subsequent events Total liabilities and equity |
Notes 6(14) 6(15) 6(5) 7 6(30) 6(16) 6(16) 6(30) 6(17) 6(19) 6(20) 6(21) 6(22) 9 11 |
US Dollars December 31, 2014 $ 183,295 1,631 - - 1,058,584 7,735 607,310 53,665 129,625 2,041,845 836,275 310,054 123,465 1,269,794 3,311,639 770,156 815,885 491,383 16,668 1,059,805 96,811 3,250,708 402,975 3,653,683 $ 6,965,322 |
New Taiwan Dollars | New Taiwan Dollars |
|---|---|---|---|---|
| December 31, 2014 $ 5,801,298 51,606 - - 33,504,170 244,813 19,221,347 1,698,484 4,102,644 64,624,362 26,468,103 9,813,212 3,907,668 40,188,983 104,813,345 24,375,433 25,822,764 15,552,256 527,556 33,542,818 3,064,085 102,884,912 12,754,165 115,639,077 $ 220,452,422 |
December 31, 2013 | |||
$ 4,561,722 16,883 2,644 808 32,628,527 187,088 17,533,426 1,390,013 3,046,701 59,367,812 18,827,664 7,431,813 3,815,895 30,075,372 89,443,184 24,375,433 25,790,922 13,774,636 4,074,505 25,212,328 419,768 93,647,592 14,238,038 107,885,630 $ 197,328,814 |
The accompanying notes are an integral part of these consolidated financial statements. See report of independent accountants dated March 10, 2015.
44
DELTA ELECTRONICS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013
(Expressed in thousands of dollars, except earnings per share data)
| Items Sales revenue Operating costs Gross profit Operating expenses Selling expenses General and administrative expenses Research and development expenses Total operating expenses Operating profit Non-operating income and expenses Other income Other gains and losses Finance costs Share of profit of associates and joint ventures accounted for under equity method Total non-operating income and expenses Profit before income tax Income tax expense Profit for the year from continuing operations Profit for the year from discontinued operations Profit for the year |
Notes 6(23) and 7 6(24) and 7 6(28)(29) 6(25)(32) 6(26) 6(27) 6(8) 6(30) 6(12) |
US Dollars 2014 $ 6,023,227 ( 4,396,227) 1,627,000 ( 301,794) ( 211,200) ( 393,093) ( 906,087) 720,913 106,762 ( 15,703) ( 5,183) 30,963 116,839 837,752 ( 132,748) 705,004 - $ 705,004 |
New Taiwan Dollars | New Taiwan Dollars | New Taiwan Dollars |
|---|---|---|---|---|---|
| 2014 $ 190,635,120 ( 139,140,582) ( 51,494,538 ( 9,551,788) ( ( 6,684,466) ( ( 12,441,396) ( ( 28,677,650) ( 22,816,888 3,379,023 ( 497,007) ( ( 164,035) ( 979,988 3,697,969 26,514,857 ( 4,201,486) ( 22,313,371 - $ 22,313,371 |
2013 177,053,122 132,033,192) 445,019,930 8,412,757) 5,824,674) 11,274,117) 25,511,548) 19,508,382 3,036,141 752,798) 175,959) 880,788 2,988,172 22,496,554 3,581,786) 18,914,768 119,628 19,034,396 |
||||
| $ | |||||
| $ |
(Continued)
45
DELTA ELECTRONICS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (CONTINUED) FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013
(Expressed in thousands of dollars, except earnings per share data)
| Items Other comprehensive income Financial statements translation differences of foreign operations Unrealized (loss) gain on valuation of available-for-sale financial assets Cash flow hedges Share of other comprehensive (loss) income of associates and joint ventures accounted for under equity method Income tax relating to the components of other comprehensive income Other comprehensive income for the year Total comprehensive income for the year Profit attributable to: Owners of the parent Non-controlling interest Comprehensive income attributable to: Owners of the parent Non-controlling interest Basic earnings per share (in dollars) Profit from continuing operations Profit from discontinued operations Total basic earnings per share Diluted earnings per share (in dollars) Profit from continuing operations Profit from discontinued operations Total diluted earnings per share |
Notes 6(30) 6(31) 6(31) |
US Dollars 2014 $ 141,637 ( 46,202) ( 359) ( 242) ( 15,772) $ 79,062 $ 784,066 $ 653,994 $ 51,010 $ 737,543 $ 46,523 $ 0.27 - $ 0.27 $ 0.27 - $ 0.27 |
New Taiwan Dollars 2014 2013 $ 4,482,798 $ 3,524,544 ( 1,462,288) 2,594,163 ( 11,359) ( 15,109) ( 7,654) 3,453 ( 499,175) ( 258,127) $ 2,502,322 $ 5,848,924 $ 24,815,693 $ 24,883,320 $ 20,698,900 $ 17,776,202 $ 1,614,471 $ 1,258,194 $ 23,343,226 $ 23,004,286 $ 1,472,467 $ 1,879,034 $ 8.49 $ 7.10 - 0.22 $ 8.49 $ 7.32 $ 8.42 $ 7.02 - 0.22 $ 8.42 $ 7.24 |
|---|---|---|---|
| 2014 $ 4,482,798 ( 1,462,288) ( 11,359) ( 7,654) ( 499,175) $ 2,502,322 $ 24,815,693 $ 20,698,900 $ 1,614,471 $ 23,343,226 $ 1,472,467 $ 8.49 - $ 8.49 $ 8.42 - $ 8.42 |
The accompanying notes are an integral part of these consolidated financial statements. See report of independent accountants dated March 10, 2015.
46
DELTA ELECTRONICS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013
(Expressed in thousands of dollars)
| (Expressed in thousands | (Expressed in thousands | of dollars) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2013 New Taiwan Dollars Balance at January 1, 2013 Share-based payments Distribution of 2012 earnings Legal reserve Special reserve Cash dividends Change in equity of associates and joint ventures accounted for under equity method Difference between consideration and carrying amount of subsidiaries acquired or disposed Changes in non-controlling interests Other comprehensive income for the year Profit for the year Balance at December 31, 2013 2014 New Taiwan Dollars Balance at January 1, 2014 Distribution of 2013 earnings Legal reserve Reversal of special reserve Cash dividends Change in equity of associates and joint ventures accounted for under equity method Share of changes in equities of subsidiaries Proceeds from investments accounted for under the equity method Changes in non-controlling interests Other comprehensive income for the year Profit for the year Balance at December 31, 2014 |
Notes | Equityattributable to ow | ners of theparent | Non-controlling interest |
Total equity | ||||||||||||
| Share capital - common stock |
Capital surplus | R | etained earnings | Other equity | interest | Total | |||||||||||
| Legal reserve | Special reserve |
Unappropriated retained earnings |
Financial statements translation differences of foreign operations |
Unrealized gain or loss on available-for- sale financial assets |
Hedging instrument gain (loss) on effective hedge of cash flow hedges |
Equity directly related to non-current assets held for sale |
|||||||||||
| 6(18) 6(21) 6(21) |
$ 24,211,780 163,653 - - - - - - - - $ 24,375,433 $ 24,375,433 - - - - - - - - - $ 24,375,433 |
$ 24,774,551 934,077 - - - 47,950 34,344 - - - $ 25,790,922 $ 25,790,922 - - - 32,255 ( 73 ) ( 340 ) - - - $ 25,822,764 |
$ 12,163,682 - 1,610,954 - - - - - - - $ 13,774,636 $ 13,774,636 1,777,620 - - - - - - - - $ 15,552,256 |
$ 2,156,092 - - 1,918,413 - - - - - - $4,074,505 $ 4,074,505 - ( 3,546,949 ) - - - - - - - $ 527,556 |
$ 23,808,695 - ( 1,610,954 ) ( 1,918,413 ) ( 12,843,202 ) - - - - 17,776,202 $ 25,212,328 $ 25,212,328 ( 1,777,620 ) 3,546,949 ( 14,137,739 ) - - - - - 20,698,900 $ 33,542,818 |
($ 4,259,517 ) - - - - - - - 2,556,027 - ($1,703,490 ) ($ 1,703,490 ) - - - - - ( 9 ) - 4,118,876 - $2,415,377 |
($ 492,915 ) - - - - - - - 2,597,295 - $2,104,380 $ 2,104,380 - - - - - - - ( 1,462,302 ) - $ 642,078 |
$ 26,229 - - - - - - - ( 7,351 ) - $ 18,878 $ 18,878 - - - - - - - ( 12,248 ) - $ 6,630 |
($ 26,975 ) - - - - - ( 55,138 ) - 82,113 - $ - $ - - - - - - - - - - $ - |
$ 82,361,622 1,097,730 - - ( 12,843,202 ) 47,950 ( 20,794 ) - 5,228,084 17,776,202 $ 93,647,592 $ 93,647,592 - - ( 14,137,739 ) 32,255 ( 73 ) ( 349 ) - 2,644,326 20,698,900 $ 102,884,912 |
$ 15,966,356 - - - - - - ( 3,607,352 ) 620,840 1,258,194 $ 14,238,038 $ 14,238,038 - - - - - - ( 2,956,340 ) ( 142,004 ) 1,614,471 $ 12,754,165 |
$ 98,327,978 1,097,730 - - ( 12,843,202 ) 47,950 ( 20,794 ) ( 3,607,352 ) 5,848,924 19,034,396 $ 107,885,630 $ 107,885,630 - - ( 14,137,739 ) 32,255 ( 73 ) ( 349 ) ( 2,956,340 ) 2,502,322 22,313,371 $ 115,639,077 |
(Continued)
47
DELTA ELECTRONICS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (CONTINUED) FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013
(Expressed in thousands of dollars)
| 2014 US Dollars Balance at January 1, 2014 Distribution of 2013 earnings Legal reserve Reversal of special reserve Cash dividends Change in equity of associates and joint ventures accounted for under equity method Share of changes in equities of subsidiaries Proceeds from investments accounted for under the equity method Changes in non-controlling interests Other comprehensive income for the year Profit for the year Balance at December 31, 2014 |
Notes | Equityattributable to ow | Equityattributable to ow | ners of theparent | Non-controlling interest |
Total equity | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Share capital - common stock |
Capital surplus | Retained earnings | Other equity | interest | Total | |||||||||||
| Legal reserve | Special reserve |
Unappropriated retained earnings |
Financial statements translation differences of foreign operations |
Unrealized gain or loss on available-for- sale financial assets |
Hedging instrument gain (loss) on effective hedge of cash flow hedges |
Equity directly related to non-current assets held for sale |
||||||||||
| 6(21) | $ 770,156 - - - - - - - - - $ 770,156 |
$ 814,879 - - - 1,019 ( 2 ) ( 11 ) - - - $ 815,885 |
$ 435,218 56,165 - - - - - - - - $ 491,383 |
$ 128,736 - ( 112,068 ) - - - - - - - $ 16,668 |
$ 796,598 ( 56,165 ) 112,068 ( 446,690 ) - - - - - 653,994 $ 1,059,805 |
($ 53,823 ) - - - - - - - 130,138 - $ 76,315 |
$ 66,489 - - - - - - - ( 46,202 ) - $ 20,287 |
$ 596 - - - - - - - ( 387 ) - $ 209 |
$ - - - - - - - - - - $ - |
$ 2,958,849 - - ( 446,690 ) 1,019 ( 2 ) ( 11 ) - 83,549 653,994 $ 3,250,708 |
$ 449,859 - - - - - - ( 93,407 ) ( 4,487 ) 51,010 $ 402,975 |
$ 3,408,708 - - ( 446,690 ) 1,019 ( 2 ) ( 11 ) ( 93,407 ) 79,062 705,004 $ 3,653,683 |
The accompanying notes are an integral part of these consolidated financial statements. See report of independent accountants dated March 10, 2015.
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DELTA ELECTRONICS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013
(Expressed in thousands of dollars)
| CASH FLOWS FROM OPERATING ACTIVITIES Profit before tax for the year from continuing operations Profit before tax for the year from discontinued operations Consolidated profit before tax for the year Adjustments to reconcile net income to net cash generated from operating activities Income and expenses having no effect on cash flows Depreciation Amortization Provision for bad debts Interest expense Interest income Dividend income Net loss (gain) on financial assets or liabilities at fair value through profit or loss Share of profit of associates accounted for under the equity method Loss on disposal of property, plant and equipment Gain on disposal of non-current assets classified as held for sale (shown as profit (loss) from discontinued operations) (Gain) loss on disposal of investments Impairment loss on financial assets Impairment loss on non-financial assets Reversal of impairment loss on non-financial assets (shown as profit (loss) from discontinued operations) Changes in assets/liabilities relating to operating activities Net changes in assets relating to operating activities Financial assets at fair value through profit or loss Notes receivable Accounts receivable Accounts receivable - related parties Other receivables Other receivables - related parties Inventories Prepayments Other current assets Other non-current assets Net changes in liabilities relating to operating activities Notes payable Accounts payable Accounts payable - related parties Other payables Other current liabilities Other non-current liabilities Cash generated from operations Interest received Dividend received Interest paid Income taxes paid Net cash provided by operating activities |
US Dollars New Taiwan Dollars Notes 2014 2014 2013 $ 837,752 $ 26,514,857 $ 22,496,554 6(12) - - 132,798 837,752 26,514,857 22,629,352 6(9)(10) 208,953 6,613,373 7,227,049 6(11) 32,310 1,022,608 1,114,557 6(6) 7,885 249,547 177,496 6(27) 5,134 162,480 242,701 6(25) ( 29,995) ( 949,336) ( 724,410) 6(25) ( 4,478) ( 141,714) ( 140,180) 6(26) 1,953 61,827 ( 56,480) 6(8) ( 30,963) ( 979,988) ( 880,788) 6(26) 370 11,725 9,303 6(12) - - ( 25,989) 6(26) ( 1,805) ( 57,117) 400,298 6(26) 898 28,420 42,012 6(26) 1,731 54,800 32,141 6(12) - - ( 809,194) ( 1,878) ( 59,439) ( 15,515) ( 13,758) ( 435,439) ( 214,819) ( 86,316) ( 2,731,916) ( 6,554,316) 15,214 481,531 450,800 ( 1,770) ( 56,029) 43,592 3,604 114,063 75,440 ( 111,537) ( 3,530,146) ( 2,753,789) ( 15,781) ( 499,479) ( 1,672,894) ( 879) ( 27,820) 171,821 ( 3,596) ( 113,808) ( 79,596) ( 26) ( 808) 808 27,627 874,379 6,293,187 1,790 56,643 ( 49,045) 52,666 1,666,867 3,062,366 34,184 1,081,930 ( 184,513) 2,900 91,773 24,936 932,189 29,503,784 27,836,331 29,995 949,336 724,410 25,247 799,053 308,122 ( 5,131) ( 162,395) ( 226,124) ( 102,829) ( 3,254,540) ( 3,220,469) 879,471 27,835,238 25,422,270 |
New Taiwan Dollars | New Taiwan Dollars |
|---|---|---|---|
| 2013 |
(Continued)
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DELTA ELECTRONICS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED) FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013
(Expressed in thousands of dollars)
| CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of financial assets at fair value through profit or loss, designated upon initial recognition Proceeds from disposal of financial assets at fair value through profit or loss, designated upon initial recognition Acquisition of available-for-sale financial assets Proceeds from disposal of available-for-sale financial assets Proceeds from capital reduction of available-for-sale financial assets Acquisition of financial assets at cost Proceeds from capital reduction of financial assets carried at cost Acquisition of investments accounted for using equity method Proceeds from disposal of investments accounted for under the equity method Net cash flow from acquisition of subsidiaries (net of cash acquired) Proceeds from disposal of subsidiaries Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Acquisition of intangible assets Increase in other financial assets Decrease (increase) in other non-current assets Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Increase (decrease) in short-term borrowings Proceeds from long-term debt Repayment of long-term debt Exercise of employee share options Change in non-controlling interests Cash dividends paid Net cash used in financing activities Effects due to changes in exchange rate Increase in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year |
US Dollars New Taiwan Dollars Notes 2014 2014 2013 ($ 911) ($ 28,844) ($ 114,700) - - 970,000 ( 52,260) ( 1,654,042) ( 362,670) 32,231 1,020,122 801,448 572 18,112 - ( 10,833) ( 342,878) - 10 306 - ( 3,537) ( 111,948) - 3,290 104,144 939 6(32) ( 83,609) ( 2,646,215) ( 605,843) 6(12) - - ( 644,799) 6(9) ( 174,782) ( 5,531,856) ( 8,823,567) 5,596 177,119 443,672 6(11) ( 12,658) ( 400,617) ( 398,634) ( 3,381) ( 106,993) ( 12,841) 2,938 92,972 ( 320,291) ( 297,334) ( 9,410,618) ( 9,067,286) 39,165 1,239,576 ( 576,247) 834,862 26,423,380 18,324,619 ( 594,004) ( 18,800,236) ( 16,396,307) 6(18) - - 1,097,730 ( 68,963) ( 2,182,681) ( 803,844) ( 446,690) ( 14,137,739) ( 12,843,202) ( 235,630) ( 7,457,700) ( 11,197,251) 109,605 3,469,028 2,770,009 456,112 14,435,948 7,927,742 1,864,893 59,023,870 51,096,128 $ 2,321,005 $ 73,459,818 $ 59,023,870 |
New Taiwan Dollars | New Taiwan Dollars | New Taiwan Dollars |
|---|---|---|---|---|
| 2013 ($ 114,700) 970,000 ( 362,670) 801,448 - - - - 939 ( 605,843) ( 644,799) ( 8,823,567) 443,672 ( 398,634) ( 12,841) ( 320,291) |
2013 | |||
| ( 9,067,286) |
||||
| ( 576,247) 18,324,619 ( 16,396,307) 1,097,730 ( 803,844) ( 12,843,202) ( 11,197,251) 2,770,009 7,927,742 51,096,128 $ 59,023,870 |
The accompanying notes are an integral part of these consolidated financial statements. See report of independent accountants dated March 10, 2015.
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Attachment 4
Audit Committee's Review Report
To: The 2015 Annual General Shareholders' Meeting of Delta Electronics, Inc.
We, the Audit Committee of the Company have reviewed the business report, financial statements, consolidated financial statements and proposal for earnings distribution of the Company for the year 2014 in accordance with applicable laws and regulations and found the same have been complied with. We hereby report to the shareholders as described above in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.
The Audit Committee of Delta Electronics, Inc.
Independent Director: Yung-Chin Chen
==> picture [182 x 62] intentionally omitted <==
Date: April 28, 2015
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