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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
- 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
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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. |
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| 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 |
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|---|---|---|---|
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| 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 |
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|---|---|---|
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| 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 |
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|---|---|---|---|
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| 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 |
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|---|---|---|
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| 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 |
|
|---|---|---|
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| 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 |
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|---|---|---|
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| 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; |
|
|---|---|---|---|
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| 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. |
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|---|---|---|---|---|
| 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. |
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| 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. |
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| 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. |
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|---|---|---|
| Article 18 | Article 18 | In response to |
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| 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. |
|---|---|---|
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| 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. |
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|---|---|---|---|---|
| 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. |
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1. 2. 3. 4. 5. |
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| 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 |
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in |
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1. 2. 3. 4. 5. |
(1) (2) (3) |
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| the year concerned and no less than 15% of the shareholder’s dividends shall be in the form of cash. |
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| 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).
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II. REPORT ITEMS
- 2015 Operation Results
See Appendix 1: Business Report
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2015 Financial Results
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(1) PricewaterhouseCoopers CPA Audit Report (Parent Company Only Financial Statements)
See Appendix 2: PricewaterhouseCoopers CPA Audit Report
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(2) Parent Company Only Balance Sheet as of December 31, 2015
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See Appendix 2: Parent Company Only Balance Sheet
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(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
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(5) Parent Company Only Cash Flow Statement (January 1, 2015 ~ December 31, 2015) See Appendix 2: Parent Company Only Cash Flow Statement
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(6) PricewaterhouseCoopers CPA Audit Report (Consolidated Financial Statements) See Appendix 3: PricewaterhouseCoopers CPA Audit Report
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(7) Consolidated Balance Sheet as of December 31, 2015
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See Appendix 3: Consolidated Balance Sheet
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(8) Consolidated Comprehensive Income Statement (January 1, 2015 ~ December 31, 2015)
See Appendix 3: Consolidated Statement of Comprehensive Income
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(9) Consolidated Statement of Changes in Equity (January 1, 2015 ~ December 31, 2015) See Appendix 3: Consolidated Statement of Changes in Equity
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(10) Consolidated Cash Flow Statement (January 1, 2015 ~ December 31, 2015) See Appendix 3: Consolidated Cash Flow Statement
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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
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Report on 2015 Employees' and Directors' Compensation
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(1) The distribution of 2015 employees' and directors' compensation is stipulated in amended Article 30 of Articles of Incorporation.
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(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.
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Report on Short-form Merger between Delta Electronics, Inc. and SYN-TEK Automation Co., Ltd.
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(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.
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(2) The short-form merger has been submitted to Department of Commerce, Ministry of Economic Affairs for the change registration.
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III. PROPOSAL ITEMS
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Adoption of the 2015 annual final accounting books and statements (Proposed by the Board of Directors)
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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.
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(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).
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- 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.
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(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.
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(3) Please adoption.
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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
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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
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Discussion of the Amendments to Operation Procedures of Acquisition or Disposal of Assets (Proposed by the Board of Directors)
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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. |
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| 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. |
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|---|---|---|
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).
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V. ELECTION ITEMS
- 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
-
Releasing Directors from Non-competition Restrictions (Proposed by the Board of Directors)
-
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$1,643,37173,47971,9615,547,5421,851,36595,016560,607615,729922,628417,887200,81112,000,3965,082,56159,387125,786,88611,174,713551,907537,450233,417143,426,321$155,426,717(Continued) |
(adjusted) December 31, 2014 $7,976,704460,60758,0935,733,6491,936,71092,447355,952361,196940,023751,088143,10118,809,5705,150,949210,678120,525,46610,040,068634,267853,915288,269137,703,612$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) |
$5,889,486586,77354,6758,021,7081,109,26143,479378,9135,957691,306345,05753,308 |
||
17,179,923 |
||||
6,117,918210,985102,608,7309,568,372634,017521,569198,871 |
||||
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$609,3526,533,4938,461,220194,402312,901744,01816,855,3863,570,3667,960,8282,669,95014,201,14431,056,53025,975,43348,344,16117,622,146-28,508,9403,919,507124,370,187$155,426,717 |
(adjusted) December 31, 2014 $593,9998,229,2247,398,644228,596-1,414,23917,864,70226,366,0006,944,8212,416,26235,727,08353,591,78524,375,43325,822,76415,552,256527,55633,579,3033,064,085102,921,397$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 |
754,6568,671,2496,450,408166,770-1,098,555 |
||
17,141,638 |
||||
18,716,5005,024,6912,589,161 |
||||
26,330,352 |
||||
43,471,990 |
||||
24,375,43325,790,92213,774,6364,074,50525,133,131419,768 |
||||
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$38,607,6436(17) and 7 (33,584,230 ) (34,318,928)4,308,2964,288,7156(23)(24) (505,597 ) (496,487)(1,433,036 ) (1,539,994)(440,875 ) (336,715)(2,379,508 ) (2,373,196)1,928,7881,915,5196(18) 778,580651,5826(2)(19) (100,956 ) (226,730)6(20) (202,048 ) (113,148)6(6) 17,906,72719,957,95918,382,30320,269,66320,311,09122,185,1826(22) (1,596,468 ) (1,480,706)$18,714,623$20,704,4766(11) ($321,223 ) $130,144-(20,038)(321,223 )110,1063,277,5135,558,761(493,147 ) (1,439,204)(1,690,950 ) (976,056)6(22) (237,994 ) (499,175)855,4222,644,326$534,199$2,754,432$19,248,822$23,458,9086(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$ 25,822,764123,16522,400,000----(1,768 )--$ 48,344,161 |
$ 13,774,636-13,774,6361,777,620-------$ 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 )---110,10620,704,476$ 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 )2,754,43220,704,476$102,921,397$102,921,397123,16524,000,000--(16,331,528 )(5,589,901 )(1,768 )534,19918,714,623$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 $22,185,1826(7)(21) 565,870531,9226(8)(21) 233,387293,2296(4) ( 9,452 ) ( 3,217 )6(20) 202,048113,1486(18) ( 17,003 ) ( 14,374 )6(18) ( 75,786 ) ( 109,270 )6(6) ( 17,906,727 ) ( 19,957,959 )6(19) 804180,5906(12) 123,165-6(19) 322,733211,9126(19) 36,67126,056- ( 184,457 )( 13,868 ) ( 3,418 )195,5592,291,27685,345 ( 827,449 )( 155,587 ) ( 48,487 )( 204,655 ) 22,96117,395 ( 248,717 )333,201 ( 405,964 )( 57,710 ) ( 86,711 )6,884 ( 21,446 )15,353 ( 164,308 )( 1,695,731 ) ( 442,025 )1,086,258926,164( 34,194 ) 61,826( 670,221 ) 315,32445,586 ( 14,865 )2,740,4164,626,923170,02114,0729,131,5857,145,762( 225,730 ) ( 101,719 )( 443,743 ) ( 785,827 )11,372,54910,899,211 |
|---|---|
(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 )368,539454,12248,68918,112540306( 918,019 ) ( 550,585 )-22,44336,1311,1826(7) ( 1,715,802 ) ( 1,036,652 )14,48343,8526(8) ( 151,027 ) ( 281,027 )( 2,004 ) ( 4,828 )13,841 ( 57,189 )-128,244596,239-68,426-( 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 ) 2,087,2187,976,7045,889,486$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