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DELTA AGM Information 2016

Jun 21, 2016

52000_rns_2016-06-21_01d2a0d6-4ea7-4cee-bf99-b824ead11c7c.pdf

AGM Information

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Delta Electronics, Inc. ("Company") Minutes of 2016 Annual General Shareholders' Meeting (Translation)

Time: 10:00 AM, June 8, 2016

Place: Auditorium, 2F, No.18, Xinglong Rd., Taoyuan City

Quorum: 2,258,462,063 shares were represented by the shareholders and proxies present, which amounted to 86.95% of the Company’s 2,597,543,329 issued and outstanding shares.

Board Members Present: Bruce CH Cheng, Yancey Hai, Mark Ko, Ping Chen, Johnson Lee, Simon Chang, Chung-Hsing Huang, Yung-Chin Chen (Independent Director), Tsong-Pyng Perng (Independent Director), George Chao (Independent Director). 10 members of the Board of Directors (including 3 Independent Directors) are present.

Attendance: 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: Sharon Hsu

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. DISCUSSION ITEMS

  1. Discussion of the 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

1

detailed revisions.

(2) The proposed amendments are submitted for discussion.

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-
conditioning
manufacturing
business;
13. CB01990 Other machinery
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-
conditioning
manufacturing
business;
13. CB01990 Other machinery
In accordance
with the
Company's
business
needs, Item 38
and Item 83 in
the scope of
business are
deleted; the
remaining
businesses are
sorted in
accordance
with business
category codes
stipulated by
Department of
Commerce,
Ministry of
Economic
Affairs.

2

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
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

3

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
business;
25. CD01010 Ship and parts
manufacturing
business;
26. CD01020 Tramway Cars
manufacturing
business;
27. CD01030 Automobiles and auto-
parts manufacturing
business;
28. CD01040 Motorcycles and
motorcycle parts
manufacturing
business;
29. CD01050 Bicycles and bicycle
parts manufacturing
business;
30. CD01060 Aircraft and parts
manufacturing
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
business;
25. CD01010 Ship and parts
manufacturing
business;
26. CD01020 Tramway Cars
manufacturing
business;
27. CD01030 Automobiles and auto-
parts manufacturing
business;
28. CD01040 Motorcycles and
motorcycle parts
manufacturing
business;
29. CD01050 Bicycles and bicycle
parts manufacturing
business;
30. CD01060 Aircraft and parts
manufacturing

4

business;
31. CD01990 Other transportation
equipment and parts
manufacturing
business;
32. CE01010 General equipment
and instruments
manufacturing
business;
33. CE01021 measuring instruments
manufacturing
business;
34. CE01030 Photographic and
Optical Equipment
Manufacturing
business;
35. CE01040 Clocks and Watches
manufacturing
business;
36. CE01990 Other photographic
and optical equipment
manufacturing
business;
37. CF01011 Medical appliances
and equipment
business;
38. E599010 Pipe lines construction
business;
39. E601010 Electric appliance
installation business;
40. E601020 Electric appliance
construction business;
41. E602011 Frozen and Air-
conditioning
Engineering;
31.
32.
33.
34.
35.
36.
37.
38.
39.
40.
41.
42.
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
installation business;
E601020 Electric appliance
construction business;
E602011 Frozen and Air-
conditioning

5

42. E603010 Cables construction;
43. E603040 Fire fighting
equipments installation
business;
44. E603050 Automation control
equipment
manufacturing
business;
45. E603090 Illumination
equipments installation
business;
46. E604010 Machinery installation
business;
47. E605010 Computer equipment
installation business;
48. E7010030 Restricted
telecommunication
radio frequency
equipment and
materials installation
business;
49. EZ05010 Apparatus installation
and construction
business;
50. EZ14010 Sports Ground
Equipments
Construction;
51. F101081 Wholesale of Seedling;
52. F101130 Wholesale of vegetable
and fruits;
53. F106040 Water containers
wholesale business;
54. F108031 Drugs and medical
goods wholesale
business;
Engineering;
43. E603010 Cables construction;
44. E603040 Fire fighting
equipments
installation business;
45. E603050 Automation control
equipment
manufacturing
business;
46. E603090 Illumination
equipments
installation business;
47. E604010 Machinery installation
business;
48. E605010 Computer equipment
installation business;
49. E7010030 Restricted
telecommunication
radio frequency
equipment and
materials installation
business;
50. EZ05010 Apparatus installation
and construction
business;
51. EZ14010 Sports Ground
Equipments
Construction;
52. F101081 Wholesale of Seedling;
53. F101130 Wholesale of vegetable
and fruits;
54. F106040 Water containers
wholesale business;
55. F108031 Drugs and medical
goodswholesale

6

55. F109070 Wholesale of
Stationery Articles,
Musical Instruments
and Educational
Entertainment Articles;
56. F113010 Machinery wholesale
business;
57. F113020 Electrical appliances
wholesale business;
58. F113030 Wholesale of Precision
Instruments;
59. F113050 Computer and office
appliances and
equipment wholesale
business;
60. F113070 Telecommunication
equipment wholesale
business;
61. F113110 Wholesale of Batteries;
62. F118010 Computer software
wholesale business;
63. F119010 Electronic components
and materials
wholesale business;
64. F199990 Other wholesale
business;
65. F201010 Retail Sale of
Agricultural Products;
66. F201990 Retail Sale of Other
Agricultural,
Husbandry and
Aquatic Products;
67. F208031 Medical equipment
retail business;
68. F209060Education,musical
business;
56. F109070 Wholesale of
Stationery Articles,
Musical 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

7

instruments and
entertainment articles
retail business;
69. F213010 Electrical appliances
retail business;
70. F213030 Computer and office
appliances and
equipment retail
business;
71. F213060 Telecommunication
equipment retail
business;
72. F213110 Retail sale of batteries;
73. F217010 Retail sale of fire
fighting equipments;
74. F218010 Computer software
retail business;
75. F219010 Electronic components
and materials retail
business;
76. F399040 Non-store retail
business;
77. F401010 International trade
business;
78. F401021 Restricted
telecommunication
radio frequency
equipment and
materials import
business;
79. F401181 Measuring instrument
importing business;
80. F601010 Intellectual property
business;
81. G801010 Warehousingand
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;
73. F213110 Retail sale of batteries;
74. F217010 Retail sale of fire
fighting equipments;
75. F218010 Computer software
retail business;
76. F219010 Electronic components
and materials retail
business;
77. F399040 Non-store retail
business;
78. F401010 International trade
business;
79. F401021 Restricted
telecommunication
radio frequency
equipment and
materials import
business;
80. F401181 Measuring instrument
importing business;
81. F601010Intellectualproperty

8

storage business;
82. I101070 Agriculture, Forestry,
Fishing and Animal
Husbandry
Consultancy;
83. I103060 Management consulting
services business;
84. I199990 Other Consultancy
85. I301010 Software design and
service business;
86. I301020 Data processing
services business;
87. I301030 Digital information
supply services
business;
88. I401010 General advertising
service business;
89. I501010 Product external
appearance designing
business;
90. I599990 Other design business;
91. IG02010 Research development
service business;
92. IG03010 Energy technical
services business;
93. IZ03010 Newspaper clipping
business;
94. IZ04010 Translation business;
95. IZ10010 Typesetting business;
96. IZ13010 Network authentication
service business;
97. IZ99990 Other industry and
commerce services not
elsewhere classified;
98. J303010Magazines(journals)
82.
83.
84.
85.
86.
87.
88.
89.
90.
91.
92.
93.
94.
95.
96.
97.
98.
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;
I501010 Product external
appearance designing
business;
I599990 Other design business;
IG02010 Research development
service business;
IG03010 Energy technical
services business;
IZ03010 Newspaper clipping
business;
IZ04010 Translation business;
IZ10010 Typesetting business;
IZ13010 Network authentication
service business;

9

publishing business;
99. J304010 Books publishing
business;
100. J305010 Audio publishing
business;
101. J399010 Software publishing
business;
102. J399990 Other publishing
business;
103. J701070 Computer Recreational
Activities;
104. JE01010 Rental and leasing
business;
105. ZZ99999 All businesses that are
not prohibited or
restricted by laws and
regulations other than
those requiring special
permits.
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 requiring special
permits.
Article 3
The Company shall have its head
office in TaoyuanCity,and may set
up branch offices at various locations
that the Board of Directors may deem
necessary by resolution.
Article 3
The Company shall have its head
office in TaoyuanCounty, Taiwan,
and may set up branch offices at
various locations that the Board of
Directors may deem necessary by
resolution.
Changed into a
municipality.
Article 5
The total capital stock of the
Company shall be in the amount
ofNT$40,000,000,000,divided
into4,000,000,000shares,at apar
Article 5
The total capital stock of the
Company shall be in the amount
ofNT$29,000,000,000,divided
into2,900,000,000shares,at apar
In response to
the Company's
actual needs.

10

value of Ten New Taiwan Dollars
(NT$10) each, and may be issued in
installments subject to the resolution
of the Board of Directors. Within the
aforementioned capital,
NT$1,000,000,000 divided into
100,000,000 shares shall be reserved
for issuing warrants, preferred shares
with warrants or corporate bonds
with warrants.
In the event that the Company
intends to issue employee warrants
whose exercise price is lower than
the closing price of the Company
stocks as of the issue date, a
resolution at a shareholders' meeting
shall be adopted if voted in favor by
two-thirds of the votes at a
shareholders' meeting at which
shareholders of more than one-half of
the total issued and outstanding
shares are present.
In the event that the Company
intends to transfer to employees the
bought-back shares at the price lower
than the actual average buying-back
price, a resolution at a shareholders'
meeting shall be adopted prior to
such transfer if voted in favor by
two-thirds of the votes at a
shareholders' meeting at which
shareholders of more than one-half of
the total issued and outstanding
shares arepresent.
value of Ten New Taiwan Dollars
(NT$10) each, and may be issued in
installments subject to the resolution
of the Board of Directors. Within the
aforementioned capital,
NT$1,000,000,000 divided into
100,000,000 shares shall be reserved
for issuing warrants, preferred shares
with warrants or corporate bonds
with warrants.
In the event that the Company
intends to issue employee warrants
whose exercise price is lower than
the closing price of the Company
stocks as of the issue date, a
resolution at a shareholders' meeting
shall be adopted if voted in favor by
two-thirds of the votes at a
shareholders' meeting at which
shareholders of more than one-half of
the total issued and outstanding
shares are present.
In the event that the Company
intends to transfer to employees the
bought-back shares at the price lower
than the actual average buying-back
price, a resolution at a shareholders'
meeting shall be adopted prior to
such transfer if voted in favor by
two-thirds of the votes at a
shareholders' meeting at which
shareholders of more than one-half of
the total issued and outstanding
shares arepresent.
Article 18 Article 18 In response to

11

The Company shall have at least five
but no more than thirteen directors to
be elected at the shareholders’
meeting by the shareholders from any
person with legal capacity in
accordance with the Company Act.
The term of office for directors shall
be three years. All of the directors are
eligible for re-election.
To conform to the Securities and
Exchange Act, the Company shall
have, among the aforementioned
directors, at least three independent
directors, and the number of
independent directors shall be no less
than one-fifth of the total number of
the directors. The directors (including
independent directors) shall be
elected from among the nominees
listed in the roster of director
candidates pursuant to the candidates
nomination system in Article 192-1
of the Company Act. Compliance
matters with respect to independent
directors shall be subject to the
regulations prescribed by the
Company Act and the securities
authority.
The aggregate number of the
registered shares held by all directors
shall be subject to the regulations, if
any stipulated by the competent
securities authority.
Remuneration for directors of the
Companyshall be evaluated bythe
The Company shall have at least five
but no more than thirteen directors to
be elected at the shareholders’
meeting by the shareholders from any
person with legal capacity in
accordance with the Company Act.
The term of office for directors shall
be three years. All of the directors are
eligible for re-election.
To conform to the Securities and
Exchange Act, the Company shall
have, among the aforementioned
directors, at least three independent
directors, and the number of
independent directors shall be no less
than one-fifth of the total number of
the directors. The directors (including
independent directors) shall be
elected from among the nominees
listed in the roster of director
candidates pursuant to the candidates
nomination system in Article 192-1
of the Company Act. Compliance
matters with respect to independent
directors shall be subject to the
regulations prescribed by the
Company Act and the securities
authority.
The aggregate number of the
registered shares held by all directors
shall be subject to the regulations, if
any stipulated by the competent
securities authority.
Remuneration for directors of the
Companyshall be evaluated bythe
the Company's
actual needs.

12

compensation committee according
to their respective participation in
operation and value of contribution,
and the board of directors is
authorized to determine their
remuneration according to the
evaluation made by the compensation
committee and general standard in
the same industries.Remuneration
for independent directors may be
different from non-independent
directors.
The Company may purchase liability
insurance for its directors.
compensation committee according
to their respective participation in
operation and value of contribution,
and the board of directors is
authorized to determine their
remuneration according to the
evaluation made by the compensation
committee and general standard in
the same industries.
The Company may purchase liability
insurance for its directors.
Article 30
If the Company makes profits for the
current year, the Board of Directors
shall resolve on the allocation of at
least 3% as the employee
compensation and no more than 1%
as the compensation for directors.
If the Company has cumulative
losses, the amount equivalent to such
losses shall be reserved prior to the
allocation and reported in the
shareholders'meeting. Qualification
requirements of employees, including
the employees of subsidiaries of the
company meeting certain specific
requirements, entitled to receive the
abovementioned compensation, may
be specified by the authorized Board
of Directors or the person authorized
by the Board of Directors.
The Company shall allocate the
Article 30
The Company shall allocate the
earnings for each fiscal year in the
following order:
1. Paying tax;
2. Making up losses for preceding
years;
3. Setting aside a legal reserve at
10% of the earnings unless the
accumulated amount of the legal
reserve has reached the total
authorized capital of the
Company;
4. Setting aside or reversing a
special reserve according to
relevant regulations when
necessary;
5. The balance after the
abovementioned payments are
made (i.e., the earnings in the
fiscal year concerned available
Amended in
accordance
with Article
235-1 of
Company Act.

1.
2.
3.
4.
5.

13

earnings for each fiscal year in the
following order:
1. Paying tax;
2. Making up losses for preceding
years;
3. Setting aside a legal reserve at
10% of the earnings unless the
accumulated amount of the legal
reserve has reached the total
authorized capital of the Company;
4. Setting aside or reversing a special
reserve according to relevant
regulations when necessary;
5. The balance together with the
retained earnings as of the
beginning of the fiscal year
concerned shall be the
shareholders'dividends. The
proposed of earnings distribution
shall be set by the Board of
Directors and submitted to
shareholders’meetings for
resolving. 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 current year and no less than
15% of the shareholder’s dividends
shall be in the form of cash.
for distribution) shall be allocated
in the following order:
(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) the shareholders'dividends:
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

in

1.
2.
3.
4.
5.

(1)
(2)
(3)

14

the year concerned and no less
than 15% of the shareholder’s
dividends shall be in the form
of cash.
Article 33
These Articles of Incorporation were
enacted on July 28, 1975. (the 1st
through 48threvision dates have been
omitted for simplicity)The forty-
night amendment was made on June
8, 2016.
Article 33
These Articles of Incorporation were
enacted on July 28, 1975. (the 1st
through 47threvision dates have been
omitted for simplicity) The forty-
eight amendment was made on June
10,2015.
Addition of the
49threvision
date.

Resolution: Approved and acknowledged as proposed by the Board of Directors by voting (a total of 2,258,451,958 shares with voting rights were present when votes were cast; the number of voting rights for approval is 1,860,069,174 among which 1,120,980,427 was exercised by electronic transmission, the number of voting rights for disapproval is 22,291,561, the number of voting rights for abstention or no votes is 376,091,223, and 82.36% of the total voting rights voted for approval when votes were cast).

15

II. REPORT ITEMS

  1. 2015 Operation Results

See Appendix 1: Business Report

  1. 2015 Financial Results

  2. (1) PricewaterhouseCoopers CPA Audit Report (Parent Company Only Financial Statements)

See Appendix 2: PricewaterhouseCoopers CPA Audit Report

  • (2) Parent Company Only Balance Sheet as of December 31, 2015

  • See Appendix 2: Parent Company Only Balance Sheet

  • (3) Parent Company Only Comprehensive Income Statement (January 1, 2015 ~ December 31, 2015)

See Appendix 2: Parent Company Only Comprehensive Income Statement

  • (4) Parent Company Only Statement of Changes in Equity (January 1, 2015 ~ December 31, 2015)

See Appendix 2: Parent Company Only Statement of Changes in Equity

  • (5) Parent Company Only Cash Flow Statement (January 1, 2015 ~ December 31, 2015) See Appendix 2: Parent Company Only Cash Flow Statement

  • (6) PricewaterhouseCoopers CPA Audit Report (Consolidated Financial Statements) See Appendix 3: PricewaterhouseCoopers CPA Audit Report

  • (7) Consolidated Balance Sheet as of December 31, 2015

  • See Appendix 3: Consolidated Balance Sheet

  • (8) Consolidated Comprehensive Income Statement (January 1, 2015 ~ December 31, 2015)

See Appendix 3: Consolidated Statement of Comprehensive Income

  • (9) Consolidated Statement of Changes in Equity (January 1, 2015 ~ December 31, 2015) See Appendix 3: Consolidated Statement of Changes in Equity

  • (10) Consolidated Cash Flow Statement (January 1, 2015 ~ December 31, 2015) See Appendix 3: Consolidated Cash Flow Statement

  • Audit Committee's Review Opinions on 2015 annual final accounting books and statements

See Appendix 4: Audit Committee's Review Opinions on 2015 annual final accounting books and statements

16

  1. Report on 2015 Employees' and Directors' Compensation

  2. (1) The distribution of 2015 employees' and directors' compensation is stipulated in amended Article 30 of Articles of Incorporation.

  3. (2) The Company's annual profit in 2015 is NT$22,964,420,951, of which 11.4% is allocated as the employees' compensation totaling NT$2,620,929,598 and 0.14% is allocated as the directors' compensation totaling NT$32,400,000.

  4. Report on Short-form Merger between Delta Electronics, Inc. and SYN-TEK Automation Co., Ltd.

  5. (1) To integrate resources, expand the scale of operations, and improve the business performance and competitiveness, the Company has merged with its 100% owned subsidiary SYN-TEK Automation Co., Ltd. upon the resolution passed by both Boards of Directors held on March 10, 2016. The effective date of the merger is on April 11, 2016. Upon the merger, the Company is the surviving company, while SYNTEK Automation Co., Ltd. is the dissolved company.

  6. (2) The short-form merger has been submitted to Department of Commerce, Ministry of Economic Affairs for the change registration.

17

III. PROPOSAL ITEMS

  1. Adoption of the 2015 annual final accounting books and statements (Proposed by the Board of Directors)

  2. Explanation: (1) This Company's 2015 annual final accounting books and statements including the Business Report, Parent Company Only Financial Statements and Consolidated Financial Statements (please refer to appendices 1, 2 and 3) have been reviewed by the Company's Audit Committee. The Company's Audit Committee has found no discrepancies after a thorough review and has made a written review report for records.

  3. (2) Please adoption.

Resolution: Approved and acknowledged as proposed by the Board of Directors by voting (a total of 2,258,462,063 shares with voting rights were present when votes were cast; the number of voting rights for approval is 1,866,369,750 among which 1,127,281,003 was exercised by electronic transmission, the number of voting rights for disapproval is 19,526, the number of voting rights for abstention or no votes is 392,072,787, and 82.64% of the total voting rights voted for approval when votes were cast).

18

  1. Adoption of the 2015 Earnings Distribution (Proposed by the Board of Directors)

Explanation: (1) The 2015 Earnings Distribution Table is compiled as follows in accordance with Company Act and the Company's Articles of Incorporation and has been approved by the Audit Committee and the Board of Directors on March 10, 2016.

  • (2) The Board of Director was proposed to set aside NT$12,987,716,645 for cash dividends. With the approval of Annual General Shareholders' Meeting, the Board of Directors would be authorized to set a record date of dividends distribution to the shareholders and the proposed cash dividend would be distributed by the shareholding ratio of shareholders in the register of shareholders on the designated record date of distribution. According to the number of shares issued and eligible for distribution totaling 2,597,543,329, the cash dividends of approximately NT$ 5,000 per thousand shares will be distributed. In the event that the proposed earnings distribution is affected by an amendment to relevant laws or regulations, a request by the competent authorities, or a change in common shares (such as, buyback of shares for transfer or cancellation, domestic capital increase by cash, and employee stock options), it is proposed that the Board of Directors be authorized to adjust the cash dividends to be distributed to each share based on the number of actual shares outstanding on the record date for distribution.

  • (3) Please adoption.

19

Delta Electronics, Inc.

2015 Earnings Distribution Table

2015 Earnings Distribution Table
Item
Net profit for the year 2015
Profit before tax income
Income tax expense
Profit for the year 2015
Subtract: Setting aside 10% legal reserve
Reversal of special reserve
Earnings available for distribution by the end of 2015
Add: Retained earnings in the beginning of 2015
Reversal of fractional cash dividends in previous years
First-time adoption of IAS19R adjustment
Subtract: Difference between consideration and carrying
amount in non-controlling interest transactions
Actuarial losses on defined benefit plan
Earnings available for distribution by the end of the fiscal
year (Note 1)
Distribution Items:
Shareholders' dividends - Cash

Undistributed earnings by the end of 2015
Description
NT$5.0 per share
Unit: NT$ Amount
20,311,091,353
1,596,468,000
18,714,623,353
1,871,462,335
527,556,458
16,315,604,560
15,668,943,550
11,972
36,485,440
5,589,901,317
321,222,982
26,109,921,223
12,987,716,645
13,122,204,578

(Note 1) The principle of 2015 earnings distribution: Earnings available for distribution by the end of the fiscal year shall be distributed first. (Note 2) Cash dividends distributed are rounded up to NT$1. The total amount of fractional cash dividends less than NT$1 shall be reversed to undistributable earnings.

Resolution: Approved and acknowledged as proposed by the Board of Directors by voting (a total of 2,258,462,063 shares with voting rights were present when votes were cast; the number of voting rights for approval is 1,884,401,703 among which 1,145,302,851 was exercised by electronic transmission, the number of voting rights for disapproval is 23,272, the number of voting rights for

20

abstention or no votes is 374,037,088, and 83.44% of the total voting rights voted for approval when votes were cast).

IV. DISCUSSION ITEMS

  1. Discussion of the Amendments to Operation Procedures of Acquisition or Disposal of Assets (Proposed by the Board of Directors)

  2. 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
Article after revision Article before revision Explanation
Article 10-1
Where the total amount invested
by a Subsidiary in securities after
making a proposed investment
will exceed30% 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
in a specific security by a
Subsidiary exceeds10%of the
Company's net worth as stated in
Article 10-1
Where the total amount invested
by a Subsidiary in securities after
making a proposed investment
will exceed10% 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
in a specific security by a
Subsidiary exceeds5%of the
Company's net worth as stated in
Amended in
accordance with
the Group's future
development.

21

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.
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.

Resolution: Approved and acknowledged as proposed by the Board of Directors by voting (a total of 2,258,462,063 shares with voting rights were present when votes were cast; the number of voting rights for approval is 1,876,156,589 among which 1,137,067,842 was exercised by electronic transmission, the number of voting rights for disapproval is 6,202,432, the number of voting rights for abstention or no votes is 376,103,042, and 83.07% of the total voting rights voted for approval when votes were cast).

22

V. ELECTION ITEMS

  1. Election of One Independent Director (Proposed by the Board of Directors)

Explanation: (1) One independent director of the Company is proposed to be elected. The new independent director will assume office after being elected in the Annual General Shareholders' Meeting with the term from June 8, 2016 to June 9, 2018.

  • (2) The Company adopted the candidates nomination system for electing independent directors. Upon the review of the Board of Directors, the relevant information is described as follows:

List of Candidate for Independent Director

List of Candidate for Independent Director
Name Educational Background/Experience Number of
Shares Held
Ji-Ren Lee Educational Background : Ph.D in Strategic Management,
University of Illinois at Urbana-Champaign
Experience: Associate Dean on Teaching and Resource
Development, College of Management, National Taiwan
University; Executive Director of EMBA Program, College of
Management, National Taiwan University; Marketing Service
Manager, Marketing Department, Boehringer Ingelheim Taiwan
Limited,Planner,TrainingDepartment,Yulon Motor Co.
0

(3) Please Vote

Election Result: The elected list is as follows:

Title Name NumberofShares
Independent Directors Ji-Ren Lee 1,660,363,706

23

VI. OTHER ITEMS

  1. Releasing Directors from Non-competition Restrictions (Proposed by the Board of Directors)

  2. Explanation: (1) According to Article 209 of Company Act, a director who does anything for himself or on behalf of another person that is within the scope of the Company's business, shall explain to the meeting of shareholders the essential contents of such an act and secure its approval.

    • (2) For the newly elected independent director who does anything stipulated in Article 209 of Company Act, without prejudicing the interests of the Company, the release of the prohibition on such director from participation in competitive business is proposed for approval. Important duties of such director whose prohibition from participation in competitive business is proposed to be released are described as follows:

    • (3) The proposal is submitted for discussion.

Description of Important Duties of Directors Serving Other Companies

Name of Director Important Duties ofOtherCompanies Title
PingCheng Delta Electronics(Jiangsu)Limited Director
Johnson Lee Delta Greentech(China)Co.,Ltd. Director
Simon Chang PBA International Pte. Ltd. Director
Chung-HsingHuang HUXEN CORPORATION Independent Director
Ji-Ren Lee E.SUN FINANCIAL HOLDING COMPANY, LTD.
WOWPRIME CORP.
ACER INCORPORATED
MediaTek Inc.
NIEN HSING TEXTILE CO.,LTD.
Independent Director
Independent Director
Independent Director
Audit Committee Member
Audit Committee Member

Resolution: Approved and acknowledged as proposed by the Board of Directors by voting (a total of 2,258,462,063 shares with voting rights were

24

present when votes were cast; the number of voting rights for approval is 1,727,783,552 among which 988,738,805 was exercised by electronic transmission, the number of voting rights for disapproval is 4,434,942, the number of voting rights for invalid is 44,000, the number of voting rights for abstention or no votes is 526,199,569, and 76.50% of the total voting rights voted for approval when votes were cast).

VII. EXTEMPORARY MOTIONS

None.

Meeting Adjourned: 11:00 AM, June 8, 2016

Chairman: Yancey Hai

Recorder: Sharon Hsu

25

Appendix 1 Business Report

Facing the uncertainty of a rapidly changing global economy, Delta achieved satisfactory results in 2015, while continuing to fulfill the corporate mission of providing innovative, clean and energy efficient solutions in response to climate change. Delta reported consolidated revenues of NT$203.5 billion in 2015, an increase of 7% compared to the previous year. Gross profits amounted to NT$55.4 billion with a gross margin of 27.2%, an increase of 8% compared to that in 2014. Operating profit amounted to NT$20.5 billion, 10.1% of revenues and 10% decrease compared to the previous year. Net income after tax was NT$18.7 billion, 9.2% of revenues and 10% decrease from 2014. In 2015, Delta’s earnings per share (EPS) and return on equity (ROE) were NT$7.67 and 16.5% respectively. Although the overall financial performances in 2015 did not surpass those in the previous year, Delta did make visible progress in new business developments and will continue to invest in research and development. Below is a brief summary of Delta’s business prospects:

Power Electronics: Delta has long engaged in ICT industry and has been making remarkable achievements in technology and cost efficiency optimization. Delta’s long-standing business partnership with industry leaders not only generates continued growth opportunities but also helps us to build solid foundations for operations and technology advancement.

Delta is a global leader in switching power supplies, brushless DC fans and thermal solutions, and has been growing rapidly in miniaturized key electronics components. In addition to maintaining a leading position in existing markets, Delta has been actively developing products for applications in automotive and electric vehicles, cloud computing, healthcare, LED lighting and smart homes. Delta’s expertise in modularized design and flexible manufacturing enables us to fulfill a variety of demands from both mass production in ICT industries and high-mix-low-volume requirements from industrial and medical customers to provide them with high added-value products with extreme standards on precision and quality. We believe the increasingly strict requirements for environmental protection and energy efficiency, together with the maturity of cloud and IoT (Internet of Things) applications, will lead to strong demand for Delta’s energy-efficient power electronics products to compensate for the decline in PCs and desktop markets. No doubt Power Electronics will remain a cornerstone business to Delta in the foreseeable

26

future.

Energy Management: With its wide spectrum of business scope, energy management has been the priority for Delta's investments and developments in recent years. We achieved many iconic milestones so far, which fully reflected our brand promise of Smarter. Greener. Together.

Having dedicated to industrial automation for over 20 years, Delta continuously develops new products and services such as SCARA robot, 5-axis Cartesian robot arm solution, machine visions, CNC controllers and SCADA systems that are widely required in industrial automation. Besides, we combine our state-of-the-art technologies and domain know-how in user scenarios to optimize our solution offerings in order to meet customers’ demand for high flexibility and precision, yet low in energy consumption and labor requirement manufacturing practices. Located in Nevada US, the Crescent Dunes Solar Energy Project is the world's first utility-scale concentrating solar power plant of its kind. The plant already commenced operation and is capable of generating 500M kWh of clean electricity each year. The highly accredited sun tracking system customized by Delta, which integrates PLC (programmable logic controllers), drivers, servo-motors, power adapters and networking communications as well as system management software, controls over 10,000 heliostat mirrors to ensure each mirror collects maximum sunlight precisely based on its location and angle of sunlight and is regarded as one of the key elements to the success of the Project.

Delta's telecom power leads the industry with the highest power conversion efficiency. After successfully acquiring Norwegian power system provider, Eltek, Delta has perfected its global footprint and product lines through complementary core competencies and resources allocation. The Eltek acquisition not only enables Delta to become the world's largest player in telecom power systems but also equips Delta with more competitive product portfolio to offer to its customers. Eltek’s newly launched Rectiverter, a revolutionary bi-directional power conversion module integrating rectifier, inverter and static transfer switch into one single module, significantly simplifies power architectures and is suitable for telecom, datacenters and industrial applications, which in turn greatly enhances Delta’s market competitiveness. In addition, our UPS (uninterruptible power supply) and datacenter infrastructure solutions business made significant progress in 2015. We successfully implemented our solutions to several landmark customers, including German top automakers, the Savings Bank of the Russian Federation, the China aerospace

27

industry, and the Petrovsky Stadium in St. Petersburg, to ensure continuity for their mission critical operations, while reducing energy and operating costs. Needless to say, the excellent performance demonstrated by Delta earned strong recognition from these customers.

After years of effort, Delta has also made remarkable progress in automotive electronics and EV (electric vehicle) charging systems and renewable energy. Delta has installed the first EV charging station in Taiwan, a quick charging station in Hong Kong International Airport, the first DC quick charging station in Thailand, and earned the project to install several hundreds of DC quick chargers for Ishavsveien charging network, which will have over 1,000 charging stations when completes, in Norway. Last year Delta set up the largest and fastest DC charging station in Melbourne, Australia. In China market we partnered with Ford to launch high efficiency wall-mounted chargers, and teamed up with a German leading car manufacturer for Delta-brand charger business too. In addition, Delta was granted a US$3 million funding from the US Department of Energy to develop bilateral high-density onboard chargers for plug-in electric vehicles (PEV) with target energy efficiency above 95%. All of these demonstrated Delta’s determination to bring demands from utility companies, electric car manufacturers and car owners together to develop smart energy management solutions that best serve their needs. In renewable energy, Delta has inaugurated its first self-built and operated solar power plant in Ako City, Hyogo Prefecture, Japan, with a total area of 96,000 square meters. It features a distributed power generation system with medium-size solar inverters in response to the irregular terrain and to maximize overall power generation efficiency. This is the largest distributed solar power plant connecting to an extra-high voltage (33,000V) grid in Japan and is expected to generate approximately 5 million kWh electricity per year, which is equivalent to the annual consumption by approximately 1,000 local households. The Ako Energy Park is a live showcase of Delta's competence in applying in-house products and system integration technologies to build and operate a high-efficiency solar plant. Electricity generated in Ako Energy Park will be fed back to the grid in its entirety, which not only provides the most cost-effective renewable energy source to the utility company but also establishes a brand new profitable business model for Delta to pursue further.

Smart Green Life: Technology and culture are highly interrelated with the ultimate goal to create a better life for the mankind. Display and networking are Delta’s areas of pursuit in Smart Green Life initiatives. By integrating modularized display units and smart control systems, Delta’s display solutions have unique

28

capabilities in massive signals processing and data analytics, real-time smart monitoring and display for interactive decision making and operational management capability, and have been widely adopted in applications such as grid and transportation monitoring, security surveillance and scientific exploration. Delta's display solutions not only serve well in government and industrial sectors but also appear in our everyday lives from the National Center for Traditional Arts in Yilan, the Ring of Celestial Bliss at Taiwan Lantern Festival, to the Stamford Bridge Football Field fence screens, the Barcelona Lantern Festival and seamless 3D projection mapping on the facade of the National Taichung Theater. Integrating high definition display with cultural and sports events, Delta is well positioned as a premium brand that brings technology and people together.

Delta Networks, Inc. (DNI) is dedicated to networking business, serving world-class telcos, network operators, internet service providers, datacenter operators and various kinds of business entities. As a major supplier of high speed switches, DNI doubled its 10G shipments last year and launched the world’s first 100G switches to meet customers’ requirement for expedited data transmission speed. In addition to serving external customers, DNI acts as Delta's internal expert in network communication systems and provides unparalleled support to equip our systems and solutions business teams with necessary data transmission and communication products and expertise. Last year, DNI achieved excellent business results. With the ever-increasing demand for IoT applications and network communications, we believe the future of Delta’s Smart Green Life business is ever promising and will play a bigger role in Delta’s overall business portfolio.

Cross functional collaboration and interdisciplinary technology integration are essential to the success of solution business, and is therefore one of the key priorities for top management attention. The rapid development of new businesses requires new technologies and organizational capabilities which can be obtained through both in-house cultivation and external mergers and acquisitions (M&A). Besides on-the-job training programs tailored for new business development teams, Delta Research Center (DRC), established in 2013, plays an important role in materializing solution-based new business opportunities driven by business model differentiation and technology innovation. DRC aims to develop technologies and applications in IoT, life science and big data analytics as well as to enhance assessment tools and processes in new business validation and technology development. DRC also works with several world-renowned enterprises and academic institutions to continuously explore new fields of possibilities. Although young, DRC has successfully worked

29

with business groups to accomplish several important projects. We firmly believe DRC will continue to contribute and become an indispensable contributor to Delta’s success in new business development.

Delta is a veteran in advocating attention to environmental protection and climate change issues, and we have been practicing what we preach. As buildings have broad impact on our daily lives and possess great potential in energy saving, Delta enforced green buildings design concept and construction to all new facilities while systematically converted existing buildings into green buildings for better energy efficiency. The first Delta green building was completed in 2006 in Taiwan and was awarded Taiwan’s first gold-rated green building certification. Since then we had commissioned the construction and renovation of 21 green buildings, including the latest Delta’s Americas Headquarters building in Fremont. This new 180,000 square foot facility meets net zero standards by leveraging huge amount of Delta products and systems and using a ground source heat pump that significantly reduces the need for electricity. It becomes the landmark in Fremont City and has demonstrated Delta’s capability in design and application of smart green building.

Last year, Delta joined the UN Conference on Climate Change (COP21) at the Grand Palais in Paris, and run an exhibition on 21 green buildings from Delta to share our experiences in energy saving through building design and energy management. Delta also co-organized an official side event with the German Federal Environment Agency and Leeds University in the UK to advocate the contribution from energy efficiency to reduction of carbon emissions. Delta’s consistent and relentless efforts earned worldwide recognition, and has further assured Delta’s leading position in global green industries.

While fulfilling its corporate social responsibility and pursuing business growth, Delta strives to perfect its corporate governance practice and investor services with outstanding results. In 2015, Delta was selected as a member of DJSI World in Dow Jones Sustainability Indices (DJSI) for the fifth consecutive year, and received the Excellence of Corporate Social Responsibility Award in Overall Performance and Sustainable Development for the third consecutive year from Global Views. In 2015 Delta was not only ranked among the highest grade A++ companies for three years in a row but also placed in the top 5% of all Taiwan listed companies in corporate governance excellence by the Taiwan Stock Exchange (TWSE). In addition, Delta was selected as one of Taiwan’s Top 20 Global Brands for the fifth straight year with brand value approximately US$200 million, a 17% increase from the previous year.

30

Delta is the only enterprise that has achieved double-digit growth in brand value for three consecutive years, which fully illustrates that Delta's well-rounded efforts and performance are highly recognized by industry and the general public.

Delta ties business development with corporate social responsibility closely together, and rides the trend to achieve stable and outstanding operating performance. Last year, Delta successfully raised NT$24 billion through capital increase to strengthen its financial structure and enable Delta to respond agilely to market dynamics and seize business opportunities. We thereby render our most sincere thank to all of our shareholders and customers for your continued support, and to our employees for the long-term dedications and contributions to Delta's business. We believe that Delta will continue to prosper and grow stronger through diligence and persistence, and we hope to bring positive and profound impact to the sustainability of the planet and mankind.

Chairman Yancey Hai CEO Ping Cheng CFO Judy Wang

31

Appendix 2

REPORT OF INDEPENDENT ACCOUNTANTS TRANSLATED FROM CHINESE

To Delta Electronics, Inc.

We have audited the accompanying parent company only balance sheets of Delta Electronics, Inc. as of December 31, 2015 and 2014, and the related parent company only 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 $7,234,978 thousand and $6,185,575 thousand, constituting 4.65% and 3.95% of the total assets as of December 31, 2015 and 2014, 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 $1,273,474 thousand and $1,106,572 thousand, constituting 6.61% and 4.72% of the 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.

In our opinion, based on our audits and the reports of 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, 2015 and 2014, and their financial

32

performance and cash flows for the years then ended, in conformity with the “Rules Governing the Preparation of Financial Statements by Securities Issuers”.

PricewaterhouseCoopers, Taiwan

March 10, 2016

------------------------------------------------------------------------------------------------------------------------------------------------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.

33

DELTA ELECTRONICS, INC. PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2015 AND 2014

(Expressed in thousands of New Taiwan dollars)

Assets Notes December 31, 2015
$
1,643,371
73,479
71,961
5,547,542
1,851,365
95,016
560,607
615,729
922,628
417,887
200,811
12,000,396
5,082,561
59,387
125,786,886
11,174,713
551,907
537,450
233,417
143,426,321
$
155,426,717
(Continued)
(adjusted)
December 31, 2014
$
7,976,704
460,607
58,093
5,733,649
1,936,710
92,447
355,952
361,196
940,023
751,088
143,101
18,809,570
5,150,949
210,678
120,525,466
10,040,068
634,267
853,915
288,269
137,703,612
$
156,513,182
(adjusted)
January 1, 2014
Current assets
Cash and cash equivalents
Available-for-sale
financial assets - current
Notes receivable, net
Accounts receivable, net
Accounts receivable -
related parties
Other receivables
Other receivables - related
parties
Current income tax assets
Inventory
Prepayments
Other current assets
Total Current Assets
Non-current assets
Available-for-sale
financial assets -
noncurrent
Financial assets carried at
cost - noncurrent
Investments accounted for
under equity method
Property, plant and
equipment
Intangible assets
Deferred income tax assets
Other non-current assets
Total Non-current
assets
Total assets
6(1)
6(2)
6(4)
7
7
6(5)
8
6(2)
6(3)
6(6)
6(7)
6(8)
6(22)
6(9)
$
5,889,486
586,773
54,675
8,021,708
1,109,261
43,479
378,913
5,957
691,306
345,057
53,308
17,179,923
6,117,918
210,985
102,608,730
9,568,372
634,017
521,569
198,871
119,860,462
$
137,040,385

34

DELTA ELECTRONICS, INC. PARENT COMPANY ONLY BALANCE SHEETS (CONTINUED) DECEMBER 31, 2015 AND 2014

(Expressed in thousands of New Taiwan dollars)

Liabilities and Equity Notes December 31, 2015
$
609,352
6,533,493
8,461,220
194,402
312,901
744,018
16,855,386
3,570,366
7,960,828
2,669,950
14,201,144
31,056,530
25,975,433
48,344,161
17,622,146
-
28,508,940
3,919,507
124,370,187
$
155,426,717
(adjusted)
December 31, 2014
$
593,999
8,229,224
7,398,644
228,596
-
1,414,239
17,864,702
26,366,000
6,944,821
2,416,262
35,727,083
53,591,785
24,375,433
25,822,764
15,552,256
527,556
33,579,303
3,064,085
102,921,397
$
156,513,182
(adjusted)
January 1, 2014
Current liabilities
Accounts payable
Accounts payable - related
parties
Other payables
Other payables - related
parties
Current income tax
liabilities
Other current liabilities
Current Liabilities
Non-current liabilities
Long-term borrowings
Deferred income tax
liabilities
Other non-current
liabilities
Total non-current
assets
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
Total liabilities and
equity
7
7
6(10)
6(22)
6(11)
6(13)
6(14)
6(15)
6(6)
9
754,656
8,671,249
6,450,408
166,770
-
1,098,555
17,141,638
18,716,500
5,024,691
2,589,161
26,330,352
43,471,990
24,375,433
25,790,922
13,774,636
4,074,505
25,133,131
419,768
93,568,395
$
137,040,385

The accompanying notes are an integral part of these financial statements. See report of independent accountants dated March 10, 2016.

35

DELTA ELECTRONICS, INC. PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014

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

Items Notes
2015
2014(adjusted)
6(16) and 7
$
37,892,526
$
38,607,643
6(17) and 7
(
33,584,230 ) (
34,318,928)
4,308,296
4,288,715
6(23)(24)
(
505,597 ) (
496,487)
(
1,433,036 ) (
1,539,994)
(
440,875 ) (
336,715)
(
2,379,508 ) (
2,373,196)
1,928,788
1,915,519
6(18)
778,580
651,582
6(2)(19)
(
100,956 ) (
226,730)
6(20)
(
202,048 ) (
113,148)
6(6)
17,906,727
19,957,959
18,382,303
20,269,663
20,311,091
22,185,182
6(22)
(
1,596,468 ) (
1,480,706)
$
18,714,623
$
20,704,476
6(11)
($
321,223 ) $
130,144
-(
20,038)

(
321,223 )
110,106
3,277,513
5,558,761
(
493,147 ) (
1,439,204)
(
1,690,950 ) (
976,056)
6(22)
(
237,994 ) (
499,175)
855,422
2,644,326
$
534,199
$
2,754,432
$
19,248,822
$
23,458,908
6(23)
$
7.67
$
8.49
$
7.59
$
8.42
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
Total non-operating revenue and
expenses
Profit before income tax
Income tax expense
Profit for the year
Other comprehensive income (loss)
Components of other
comprehensive income (loss) that
will not be reclassified to profit
or loss
(Loss) gain on remeasurements
of defined benefit plans
Income tax related to components of
other comprehensive income that will
not be reclassified to profit or loss
Components of other
comprehensive income (loss) that
will not be reclassified to profit
or loss
Components of other
comprehensive income (loss) that
will be reclassified to profit or loss
Financial statements translation
differences of foreign operations
Unrealized loss on valuation of
available-for-sale financial assets
Share of other comprehensive
income of associates and joint
ventures accounted for using equity
method
Income tax relating to the
components of other comprehensive
income that will be reclassified to
profit or loss
Components of other
comprehensive income that will
be reclassified to profit or loss
Other comprehensive income for the
year
Total comprehensive income for the
year
Basic earnings per share
Total basic earnings per share
Diluted earnings per share
Total diluted earnings per share

The accompanying notes are an integral part of these financial statements. See report of independent accountants dated March 10, 2016.

36

DELTA ELECTRONICS, INC. PARENT COMPANY ONLYSTATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014

(Expressed in thousands of New Taiwan dollars)

2014 New Taiwan Dollars (adjusted)
Balance at January 1, 2014
Effects of retrospective application and retrospective restatement
Balance at January 1, 2014 after adjustments
Distribution of 2013 earnings (Note1)
Legal reserve
Reversal of 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
Disposal of investments accounted for using equity method
Other comprehensive income (loss) for the year
Profit for the year
Balance at December 31, 2014
2015 New Taiwan Dollars
Balance at January 1, 2015 (adjusted)
Share-based payments
Issuance of shares
Distribution of 2014 earnings (Note2)
Legal reserve
Reversal of special reserve
Cash dividends
Change in acquisition of non-controlling interests from subsidiaries
Change in equity of associates and joint ventures accounted for under equity
method
Other comprehensive income (loss) for the year
Profit for the year
Balance at December 31, 2015
Notes Share capital -
common stock
Capital surplus RetainedEarnings O therequityinteres t 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
6(15)
6(15)
6(15)
6(12)
6(15)
6(15)
6(15)
$ 24,375,433
-
24,375,433
-
-
-
-
-
-
-
-
$ 24,375,433
$ 24,375,433
-
1,600,000
-
-
-
-
-
-
-
$ 25,975,433
$ 25,790,922
-
25,790,922
-
-
-
32,255
(
73 )
(
340 )
-
-
$ 25,822,764
$ 25,822,764
123,165
22,400,000
-
-
-
-
(
1,768 )
-
-
$ 48,344,161
$ 13,774,636
-
13,774,636
1,777,620
-
-
-
-
-
-
-
$ 15,552,256
$ 15,552,256
-
-
2,069,890
-
-
-
-
-
-
$ 17,622,146
$ 4,074,505
-
4,074,505
-
(
3,546,949 )
-
-
-
-
-
-
$
527,556
$
527,556
-
-
-
(
527,556 )
-
-
-
-
-
$
-
$ 25,212,328
(
79,197 )
25,133,131
(
1,777,620 )
3,546,949
(
14,137,739 )
-
-
-
110,106
20,704,476
$ 33,579,303
$ 33,579,303
-
-
(
2,069,890 )
527,556
(
16,331,528 )
(
5,589,901 )
-
(
321,223 )
18,714,623
$ 28,508,940
($ 1,703,490 )
-
(
1,703,490 )
-
-
-
-
-
(
9 )
4,118,876
-
$ 2,415,377
$ 2,415,377
-
-
-
-
-
-
-
1,293,061
-
$ 3,708,438
$ 2,104,380
-
2,104,380
-
-
-
-
-
-
(
1,462,302 )
-
$
642,078
$
642,078
-
-
-
-
-
-
-
(
437,197 )
-
$
204,881
$
18,878
-
18,878
-
-
-
-
-
-
(
12,248 )
-
$
6,630
$
6,630
-
-
-
-
-
-
-
(
442 )
-
$
6,188
$
93,647,592
(
79,197 )
93,568,395
-
-
(
14,137,739 )
32,255
(
73 )
(
349 )
2,754,432
20,704,476
$
102,921,397
$
102,921,397
123,165
24,000,000
-
-
(
16,331,528 )
(
5,589,901 )
(
1,768 )
534,199
18,714,623
$
124,370,187

Note 1: 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. Note 2: Directors' and supervisors' remuneration amounting to $32,900 and employees' bonus amounting to $2,893,928 had been deducted from the Statement of Comprehensive Income in 2014.

The accompanying notes are an integral part of these financial statements. See report of independent accountants dated March 10, 2016.

37

DELTA ELECTRONICS, INC. PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax for the year
Adjustments to reconcile net income to net cash generated
from operating activities
Income and expense having no effect on cash flows
Depreciation

Amortization

Provision for bad debts

Interest expense

Interest income

Dividend income

Share of profit of associates accounted for under the
equity method

Loss on disposal of property, plant and equipment

Share-based payments

Loss on disposal of investments

Impairment loss on financial assets

Impairment loss(gain) 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
Inventory
Prepayments
Other current assets
Other non-current assets
Net changes in liabilities relating to operating activities
Accounts 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
2015
2014
$
20,311,091 $
22,185,182


6(7)(21)
565,870
531,922
6(8)(21)
233,387
293,229
6(4)
(
9,452 ) (
3,217 )
6(20)
202,048
113,148
6(18)
(
17,003 ) (
14,374 )
6(18)
(
75,786 ) (
109,270 )
6(6)
(
17,906,727 ) (
19,957,959 )
6(19)
804
180,590
6(12)
123,165
-
6(19)
322,733
211,912
6(19)
36,671
26,056
- (
184,457 )

(
13,868 ) (
3,418 )
195,559
2,291,276
85,345 (
827,449 )
(
155,587 ) (
48,487 )
(
204,655 )
22,961
17,395 (
248,717 )
333,201 (
405,964 )
(
57,710 ) (
86,711 )
6,884 (
21,446 )

15,353 (
164,308 )
(
1,695,731 ) (
442,025 )
1,086,258
926,164
(
34,194 )
61,826
(
670,221 )
315,324
45,586 (
14,865 )
2,740,416
4,626,923
170,021
14,072
9,131,585
7,145,762
(
225,730 ) (
101,719 )
(
443,743 ) (
785,827 )
11,372,549
10,899,211

(Continued)

38

DELTA ELECTRONICS, INC.

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS (CONTINUED) FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM INVESTING ACTIVITIES
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 carried at
cost
Acquisition of investments accounted for using equity
method
Proceeds from disposal of investments accounted for under
the equity method
Decrease 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

Increase in refundable deposits
Decrease(increase) in prepayments for business facilities
Cash received through merger
Proceeds from capital reduction of investments accounted
for under the equity method
Proceeds from disposal of financial assets at cost
Net cash used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from long-term debt
Repayment of long-term debt
Proceeds from issuance of shares
Increase in guarantee deposits received
Cash dividends paid
Acquisition of non-controlling interests in subsidiaries

Net cash used in financing activities
(Decrease) increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
Notes
2015
2014
($
910,116 ) ($
1,061,734 )

368,539
454,122
48,689
18,112
540
306
(
918,019 ) (
550,585 )
-
22,443
36,131
1,182
6(7)
(
1,715,802 ) (
1,036,652 )
14,483
43,852
6(8)
(
151,027 ) (
281,027 )
(
2,004 ) (
4,828 )
13,841 (
57,189 )
-
128,244
596,239
-
68,426
-
(
2,550,080 ) (
2,323,754 )
-
7,649,500
(
22,795,634 )
-
24,000,000
-
(
290 )
-
(
16,331,528 ) (
14,137,739 )
6(24)
(
28,350 )
-
(
15,155,802 ) (
6,488,239 )
(
6,333,333 )
2,087,218
7,976,704
5,889,486
$
1,643,371 $
7,976,704

The accompanying notes are an integral part of these financial statements. See report of independent accountants dated March 10, 2016.

39

Appendix 3

REPORT OF INDEPENDENT ACCOUNTANTS (TRANSLATED FROM CHINESE)

To Delta Electronics, Inc.

We have audited the accompanying consolidated balance sheets of Delta Electronics, Inc. and subsidiaries as of December 31, 2015 and 2014, 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 NT$6,916,950 thousand and NT$6,436,189 thousand, constituting 3.06% and 2.92% of the consolidated total assets as of December 31, 2015 and 2014, 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 ventur/es accounted for under equity method) of NT$1,273,474 thousand and NT$1,106,572 thousand, constituting 6.23% and 4.44% 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.

1

40

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, 2015 and 2014, 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, 2015 and 2014, 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, 2015 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 $32.825 to US$1.00 at December 31, 2015. 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, 2016

------------------------------------------------------------------------------------------------------------------------------------------------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.

2

41

DELTA ELECTRONICS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2015 AND 2014

(EXPRESSED IN THOUSANDS OF DOLLARS)

Assets Notes US Dollars
December 31,2015
US Dollars
December 31,2015
US Dollars
December 31,2015
US Dollars
December 31,2015
US Dollars
December 31,2015
US Dollars
December 31,2015
US Dollars
December 31,2015
US Dollars
December 31,2015
US Dollars
December 31,2015
New Taiwan Dollars New Taiwan Dollars New Taiwan Dollars New Taiwan Dollars New Taiwan Dollars
December 31,2015 (adjusted)
December 31,2014
(adjusted)
January1,2014
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
6(1)
6(2)
6(3)
6(5)
6(6)
7
7
6(30)
6(8)
8
6(2)
6(3)
6(4)
6(9)
6(10)
6(11)
6(12)
6(30)
6(13) and 8
(Continued)

~3~

42

DELTA ELECTRONICS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (CONTINUED) DECEMBER 31, 2015 AND 2014

(EXPRESSED IN THOUSANDS OF DOLLARS)

Assets 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)
US Dollars
December 31,2015
US Dollars
December 31,2015
US Dollars
December 31,2015
US Dollars
December 31,2015
US Dollars
December 31,2015
US Dollars
December 31,2015
US Dollars
December 31,2015
US Dollars
December 31,2015
New Taiwan Dollars New Taiwan Dollars New Taiwan Dollars New Taiwan Dollars New Taiwan Dollars New Taiwan Dollars New Taiwan Dollars New Taiwan Dollars
December 31,2015 (adjusted)
December 31,2014
(adjusted)
January1,2014
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
Total liabilities and equity

The accompanying notes are an integral part of these consolidated financial statements. See report of independent accountants dated March 10, 2016.

~4~

43

DELTA ELECTRONICS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014

(EXPRESSED IN THOUSANDS OF DOLLARS, EXCEPT EARNINGS PER SHARE DATA)

Items
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
Notes
6(23) and 7
6(24)(28)
(29)and 7
6(28)(29)
6(25)
6(26)
6(27)
6(9)
6(30)
US Dollars
2015
US Dollars
2015
US Dollars
2015
US Dollars
2015
US Dollars
2015
US Dollars
2015
US Dollars
2015
New Taiwan Dollars New Taiwan Dollars New Taiwan Dollars New Taiwan Dollars New Taiwan Dollars New Taiwan Dollars New Taiwan Dollars New Taiwan Dollars New Taiwan Dollars New Taiwan Dollars New Taiwan Dollars New Taiwan Dollars New Taiwan Dollars New Taiwan Dollars
2015 (adjusted)
2014

(Continued)

~5~

44

DELTA ELECTRONICS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014

(EXPRESSED IN THOUSANDS OF DOLLARS, EXCEPT EARNINGS PER SHARE DATA)

Items
Other comprehensive income (loss)
Components of other comprehensive
income (loss) that will not be reclassified
to profit or loss
(Loss) gain on remeasurements of defined
benefit plans
Income tax related to components of other
comprehensive income that will not be
reclassified to profit or loss
Components of other comprehensive
income (loss) that will not be
reclassified to profit or loss
Components of other comprehensive
income (loss) that will be reclassified to
profit or loss
Financial statements translation
differences of foreign operations
Unrealized loss on valuation of
available-for-sale financial assets
Hedging instrument gain (loss) on
effective hedge of cash flow hedges
Share of other comprehensive income
(loss) of associates and joint ventures
accounted for under equity method
Income tax relating to the components of
other comprehensive income that will be
reclassified to profit or loss
Components of other comprehensive
income (loss) that will be reclassified
to profit or loss
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
Earnings per share (in dollars)
Basic earnings per share
Diluted earnings per share
Notes
6(30)
6(31)
US Dollars
2015
US Dollars
2015
US Dollars
2015
US Dollars
2015
US Dollars
2015
US Dollars
2015
New Taiwan Dollars New Taiwan Dollars New Taiwan Dollars New Taiwan Dollars New Taiwan Dollars New Taiwan Dollars New Taiwan Dollars New Taiwan Dollars New Taiwan Dollars New Taiwan Dollars New Taiwan Dollars New Taiwan Dollars
2015 (adjusted)
2014

The accompanying notes are an integral part of these consolidated financial statements. See report of independent accountants dated March 10, 2016.

~6~

45

DELTA ELECTRONICS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014

(EXPRESSED IN THOUSANDS OF DOLLARS)

2014 New Taiwan Dollars (adjusted)
Balance at January 1, 2014
Effects of retrospective application and
retrospective restatement
Balance at January 1, 2014 after adjustments
Legal reserve
Reversal of special reserve
Cash dividends
Change in equity of associates and joint venture
accounted for under equity method
Difference between consideration and carrying
amount of subsidiaries acquired or disposed
Disposal of investments accounted for using equ
method
Changes in non-controlling interests
Other comprehensive income (loss) for the year
Profit for the year
Balance at December 31, 2014
2015 New Taiwan Dollars
Balance at January 1, 2015 (adjusted)
Distribution of 2014 earnings
Legal reserve
Reversal of special reserve
Cash dividends
Issuance of shares
Share-based payments
Change in equity of associates and joint venture
accounted for under equity method
Change in acquisition of non-controlling interes
from subsidiaries
Changes in non-controlling interests
Other comprehensive income (loss) for the year
Profit for the year
Balance at December 31, 2015
Notes Equity attributa attributa ble to own ble to own ers of thep arent N on-control
interest
ling Total equity


S
c
hare capit
ommon st
al -
ock
Ca
pital surpl us
L
Reta ined earn ings Other equityin terest n
e
Total
egal reser ve Special
reserve
U nappropria
retained
earnings
ted

s
t
dif
o
Financia
tatement
ranslatio
ferences
foreign
peration
l
s
n
of
s
U
gai
av
sa
nrealize
n or loss
ailable-fo
le financi
assets
d
on
r-
al

g
eff
o
H
ins
ain
ec
f c
h
edging
trument
(loss) o
tive hedg
ash flow
edges
s
ity
6(21)
s
ts
6(32)
( Continued )

~7~

46

DELTA ELECTRONICS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014

(EXPRESSED IN THOUSANDS OF DOLLARS)

2015 US Dollars
Balance at January 1, 2015 (adjusted)
Distribution of 2014 earnings
Legal reserve
Reversal of special reserve
Cash dividends
Issuance of shares
Share-based payments
Change in equity of associates and joint ventures
accounted for under equity method
Change in acquisition of non-controlling
interests from subsidiaries
Changes in non-controlling interests
Other comprehensive income (loss) for the year
Profit for the year
Balance at December 31, 2015
Notes Equityatt Equityatt ributable t o owners o f thepare nt Non-controlling
interest
Non-controlling
interest
Non-controlling
interest
Total equity
Share
comm
capital -
on stock
Capital surplus Retained earning s Other equityinter est Total
Legal reserve Special
reserve
Unapp
ret
ear
ropriated
ained
nings
Fin
state
tran
differ
fo
oper
ancial
ments
slation
ences of
reign
ations
Unrealized
gain or loss on
available-for-
sale financial
assets
Hedging
instrument
gain (loss) on
effective hedge
of cash flow
hedges
6(21)

6(32)

The accompanying notes are an integral part of these consolidated financial statements. See report of independent accountants dated March 10, 2016.

~8~

47

DELTA ELECTRONICS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014

(EXPRESSED IN THOUSANDS OF DOLLARS)

CASH FLOWS FROM OPERATING ACTIVITIES
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
Net loss on financial assets or liabilities at fair
value through profit or loss
Interest expense
Interest income
Dividend income
Share-based payments
Share of profit of associates accounted for under
the equity method
(Gain) loss on disposal of property, plant and
equipment
Loss (gain) on disposal of investments
Impairment loss on financial assets
Impairment loss on non-financial assets
Changes in assets/liabilities relating to operating
activities
Net changes in assets relating to operating
activities
Financial assets held for trading
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
Dividends received
Interest paid
Income taxes paid
Net cash provided by operating activities
Notes
6(10)(11)
6(12)
6(6)
6(26)
6(27)
6(25)
6(25)
6(18)
6(9)
6(26)
6(26)
6(3)
6(12)(26)
US Dollars
2015
US Dollars
2015
US Dollars
2015
US Dollars
2015
US Dollars
2015
US Dollars
2015
US Dollars
2015
New Taiwan Dollars
2015
2104
(
)
New Taiwan Dollars
2015
2104
(
)
New Taiwan Dollars
2015
2104
(
)
New Taiwan Dollars
2015
2104
(
)
New Taiwan Dollars
2015
2104
(
)
New Taiwan Dollars
2015
2104
(
)
New Taiwan Dollars
2015
2104
(
)
New Taiwan Dollars
2015
2104
(
)
New Taiwan Dollars
2015
2104
(
)
New Taiwan Dollars
2015
2104
(
)
New Taiwan Dollars
2015
2104
(
)
New Taiwan Dollars
2015
2104
(
)
New Taiwan Dollars
2015
2104
(
)
New Taiwan Dollars
2015
2104
(
)
2015
(

(Continued)

48 ~9~ 48

DELTA ELECTRONICS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED) FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014

(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
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 disposal 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 and
assets of other companies (net of cash acquired)
Acquisition of property, plant and equipment
Proceeds
from
disposal
of
property,
plant
and
equipment
Acquisition of intangible assets
Increase in other financial assets
Decrease in other non-current assets
Net cash used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
(Decrease) increase in short-term borrowings
Proceeds from long-term borrowings
Repayment of long-term borrowings
Change in non-controlling interests
Cash dividends paid
Proceeds from issuance of shares
Acquisition of non-controlling interests in subsidiaries
Net cash used in financing activities
Effects due to changes in exchange rate
(Decrease) increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
Notes
6(33)
6(10)
6(12)
US Dollars
2015
US Dollars
2015
US Dollars
2015
US Dollars
2015
US Dollars
2015
US Dollars
2015
US Dollars
2015
New Taiwan Dollars New Taiwan Dollars New Taiwan Dollars New Taiwan Dollars New Taiwan Dollars New Taiwan Dollars New Taiwan Dollars New Taiwan Dollars New Taiwan Dollars New Taiwan Dollars New Taiwan Dollars New Taiwan Dollars New Taiwan Dollars New Taiwan Dollars New Taiwan Dollars New Taiwan Dollars New Taiwan Dollars New Taiwan Dollars
2015 2014

The accompanying notes are an integral part of these consolidated financial statements. See report of independent accountants dated March 10, 2016.

49 ~10~ 49

Appendix 4

Audit Committee's Review Report

To: The 2016 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 2015 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: March 10, 2016

50