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INVENTEC — AGM Information 2016
Jun 23, 2016
52026_rns_2016-06-23_2cd2258b-623a-49f0-aad6-1eecd3012cd1.pdf
AGM Information
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INVENTEC CORPORATION Minutes of 2016 Annual General Shareholders' Meeting
(Translation)
Time�Monday, June 20, 2016. 9:00 a.m.
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Place� No.1, Sec. 4, Zhongshan N. Rd., Zhongshan Dist., Taipei City. Reception Hall of the Grand Hotel Taipei.
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Quorum�2,839,699,221 shares were represented by shareholders in person and by proxy (including by exercising voting rights electronically�1,535,085,544 shares), which are mounted to 76.16% of the Company's 3,587,475,066 issued and outstanding shares.
Chairman�Lee, Tsu-Chin Recorder�Wang ,Peggy�Pai, Mina
Board Members Present�
Director�Lee, Tsu-Chin�Yeh, Kuo-I�Wen, Shih-Chih�Chang, Ching-Sung� Huang, Kuo-Chun Independent Director�Chen, Ruey-Long�Chang,Chang-Pang
- Supervisor�Cheng, Hsien-Ho�Wang, Ping-Hui�Shyh Shiunn Investment Corporation Representative: Yang, Cyong-Nan
Attendance�Li, Nigel N. T, Attorney-at- Law�Yang, Leou-Fong, CPA
A. Meeting Agenda
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Call the Meeting to Order: The Chairman announced that the aggregate shareholding of the shareholders present in person or proxy constituted a quorum. The Chairman called the meeting to order.
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Chairman Remarks: (Omitted)
B. Discussion Items (1)
Proposed by the Board
Proposal: Discussion of Amendments to the “Articles of Incorporation”.
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Explanation: (1) Inventec should establish Audit Committee at Annual Meeting of Shareholders in 2017 according to the Financial Supervisory Commission’s official document NO. 10200531121.
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(2) To conform to the amendments and addition to “Company Act” of articles 235 240�235-1 and official document NO.10402413890�NO. 10402427800 of Ministry of Economic Affair, hereby propose to amend remuneration of employees�directors and supervisors in “Articles of Incorporation”.
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(3) Please refer to the comparison chart of Amendments to “Articles of Incorporation” below.
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Comparison Chart of Amendments to “Articles of Incorporation”
| Original Version | Amendment Version | Reason | ||
|---|---|---|---|---|
| Chapter 4 Article 16 |
Director and Supervisors The Company shall have seven directors (including two independent directors) and three supervisors. The term of their offices shall be three years. The election shall adopt the candidate nomination system which is conformed to the Article 192-1 of the Company Act, and the shareholders shall elect the directors and supervisors from the list of the nominated candidates and the directors and supervisors may be re-elected for consecutive terms. Independent and non-independent directors shall be elected at the same time but on separate ballots. In case no election of new directors and supervisors is effected after expiration of the term of office of existing directors and supervisors, the term of office of out-going directors and supervisors shall be extended until the time new directors and supervisors have been elected and assumed their office. However, the competent authority may, ex officio, order the company to elect new directors and supervisors within a given time limit; and if no re-election is effected after expiry of the given time limit, the out-going directors and supervisors shall be discharged from such expiration date. Total registered shares owned by the directors and supervisors of the Company shall not be less than a specified percentage of the Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies stipulated by the competent securities authority subject to Article 26 of the Securities and Exchange Act. (The following content omitted.) |
Chapter 4 Article 16 |
Director� Supervisors and Audit Committee The Company shall have sevento eleven directors (includingnot less than two independent directors, and not less than one-fifth of the director seats. ) and three supervisors. The term of their offices shall be three years.The Company will replace supervisors with Audit Committee in accordance with article 14-4 of Securities and Exchange Act in 2017. The Audit Committee shall be composed of the entire number of independent directors. It shall not be fewer than three persons. The relative regulations of supervisors of the Articles will be null and void from the date of the establishment of the Audit Committee. The election shall adopt the candidate nomination system which is conformed to the Article 192-1 of the Company Act, and the shareholders shall elect the directors and supervisors from the list of the nominated candidates and the directors and supervisors may be re-elected for consecutive terms. Independent and non-independent directors shall be elected at the same time but on separate ballots. In case no election of new directors and supervisors is effected after expiration of the term of office of existing directors and supervisors, the term of office of out-going directors and supervisors shall be extended until the time new directors and supervisors have been elected and assumed their office. However, the competent authority may, ex officio, order the company to elect new directors and supervisors within a given time limit; and if no re-election is effected after expiry of the given time limit, the out-going directors and supervisors shall be discharged from such expiration date. Total registered shares owned by the directors and supervisors of the Company shall not be less than a specified percentage of the Rules and Review Procedures for Director and |
Conform to establish Audit Committee in the future and specify the effective date of remove the establishment of supervisors |
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| Supervisor Share Ownership Ratios at Public Companies stipulated by the competent securities authority subject to Article 26 of the Securities and Exchange Act. (The following content omitted.) |
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|---|---|---|---|---|---|---|
| Article 26 | If the Company has profit as a result of the yearly accounting closing, the Corporation shall first pay taxes, offset its losses in previous years and set aside a legal capital reserve at 10% of the profits left over, until the accumulated legal capital reserve has equaled the total capital of the Corporation, then set aside special capital reserve in accordance with relevant laws or regulations or as requested by business, and then set asidenot less than 3% of the balance as bonus to Employees and not more than 3% as remuneration in cash to Directors and Supervisors of this Corporation. Any rest balance, added to the accumulated undistributed earningsin previous years, shall be allocated according to shareholders' meeting resolution.This Corporation may issue stock bonuses to employees of an affiliated company meeting the conditions set by the Board of Directors. In consideration of the Company’s capital requirements and long-term investment plans needs to be adopted, if the Company has profit, dividends paid by cash shall not be less than 10% of the total dividends. |
Article 26 | If the Company has a profit of the year shall distribute not less than 3% of the balance as remuneration to Employees and not more than 3% to Directors and Supervisors of the Corporation. However ,require that earnings shall first be offset against any deficit. The Corporation may issue stock or distribute cash to employees and the qualification requirements including the employees of subsidiaries of the company. The conditions and measures set by the Board of Directors. |
Comply with the amendments of Company Act andarticle changed |
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| Article 27 | If the Company has profit as a result of the yearly accounting closing, the Corporation shall first pay taxes, then offset its accumulated losses and set aside a legal capital reserve at 10% of the profits left over, until the accumulated legal capital reserve has equaled thepaid-in capital of the Corporation then set aside special capital reserve in accordance with relevant laws or regulations or as requested by business. The remaining earnings along with accumulated retained earningsshall reserve appropriate quota depend on business demand, then distribute dividends according to shareholders'meeting resolution and the dividends shall not less than 10% of the current earnings. The dividend policy of the Company consider capital requirements in the future�long-term investment plans needs to be adopted and stockholders’demand of cash inflow, if the Company has profit, dividends paid by cash shall not be less than 10% of the total dividends. |
Comply with the amendments of Company Act andarticle changed |
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| Article 27 | If there is any matter not covered herein, the Company Act and the relevant laws and regulations shall govern. |
Article 28 | If there is any matter not covered herein, the Company Act and the relevant laws and regulations shall govern. |
Article changed | ||
| Article 28 | This Articles of Incorporation was | Article 29 | This Articles of Incorporation was | Article changed |
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| established on April 15, 1975 (contents omitted) The forty-eighth amendment was made on June 12, 2014. |
established on April 15, 1975 (contents omitted) The forty-eighth amendment was made on June 12, 2014. The forty-ninth amendment was made on June 20, 2016. |
as well as adds amendment number and date. |
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|---|---|---|---|---|
Resolution: Approved as proposed by voting (a total of 2,839,699,221 shares with voting rights
were present when votes were cast ; the number of voting rights for approval is 2,419,757,436, among which 1,117,376,489 was exercised by electronic transmission, or 85.21 % of the total voting rights when votes were cast�the number of votes against is 411,116, among which 411,116 was exercised by electronic transmission� the number of votes abstained is 419,530,669, among which 417,297,939 was exercised by electronic transmission)
C. Report Items
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2015 Business Report (Please refer to Appendix 1)
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2015 Supervisors' Review Report (Please refer to Appendix 2)
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The Status of Endorsement and Guarantee
The Company's aggregate amount of endorsements and guarantee on December 31, 2015 is as follows:
| llows: | ||
|---|---|---|
| Unit: NTD$1,000 | ||
| Guarantor | Guarantee | Amounts |
| Inventec Corporation | TPV-INVENTA Holding Ltd., and TPV-INVENTA TechnologyCo.,Ltd. |
1,148,700 |
| Inventec(Czech),s. r. o. | 16,410 | |
| Total | 1,165,110 |
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- The Status of Distribution Remuneration of Employees Directors and Supervisors in 2015. Explanation:
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(1) According to the article 26 of Articles of Incorporation (after amendment).
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(2) 2015 Profit before income tax and remuneration of employees directors and supervisors amount is NT $7,018,426,464. The board of directors resolved to distribute NT
- $336,884,470 to remuneration of employees in cash and NT$ 98, 257, 971 to remuneration of directors and supervisors.
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The Execution Status of Subsidiary, TPV-INVENTA Holding Limited’s Rectification Plan for the Balance of Monetary Loan Exceeds the Limit. Explanation:
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(1) According to the official document NO.1040043950 of Financial Supervisory Commission on October 29, 2015.
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(2) Subsidiary, TPV-INVENTA Holding Limited loaned funds to its wholly owned subsidiary TPV-INVENTA Technology (Fujian) Ltd and the balance of loan exceeds the limit. The rectification plan which is according to the procedure of monetary loan to others had been submitted to the board meeting on September 30, 2015. TPV-INVENTA Holding Limited increased investment in TPV-INVENTA Technology (Fujian) Ltd by means of debt-for-equity swap. The rectification plan and capital increase had been completed on 2015Q4.
D. Ratification Items
Item 1 Proposed by the Board
Proposal: Ratification of the 2015 Business Report and Financial Statements.
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Explanation: The Company’s 2015 Individual Financial Statements and Consolidated Financial Statements, including the balance sheet, comprehensive income statement, statements of cash flows, and statement of changes in equity, were audited by independent accountants, Chen, Ying-Ru and Yang, Leou-Fong of KPMG Certified Public Accountants. Also Business Report and Financial Statements have been approved by the Board and examined by the Supervisors of Inventec Corporation. (Please refer to Appendix 1 for Business Report, Appendix 3 for Independent Accountants’ Audit Report and Individual Finance Statements, and Appendix 4 for Independent Accountants’ Audit Report and Consolidated Finance Statements.)
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Resolution: Approved and acknowledged as proposed by voting (a total of 2,839,699,221 shares with voting rights were present when votes were cast ; the number of voting rights for approval is 2,409,596,862, among which 1,107,226,233 was exercised by electronic transmission, or 84.85 % of the total voting rights when votes were cast�the number of votes against is 379,596, among which 379,596 was exercised by electronic transmission�the number of votes abstained is 429,722,763, among which 427,479,715 was exercised by electronic transmission)
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Item2 Proposed by the Board
Proposal: Adoption of the Proposal for Distribution of 2015 Profits
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Explanation: ( 1) With regard to earnings in 2015, an earnings distribution table has been prepared in accordance with the Company’s Articles of Incorporation. The distributable net profit for 2015 is NT$ 5,973,402,758 and the proposed cash dividend to shareholders is NT$1.4 per share (NT $5,022,465,092).The earnings distribution table was reviewed by the Supervisors and attached in Appendix 5.
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(2) In the event that, before the distribution record date, the proposed profit distribution is affected by buyback of shares, it is proposed that the Board of Directors be authorized to adjust the cash distribution ratio based on the number of actual shares outstanding on the record date.
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(3) Upon the approval of the Annual Meeting of Shareholders, it is proposed that the Board of Directors is authorized to resolve the ex-dividend record date.
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Resolution: Approved and acknowledged as proposed by voting (a total of 2,839,699,221 shares with voting rights were present when votes were cast ; the number of voting rights for approval is 2,419,780,440, among which 1,117,409,811 was exercised by electronic transmission, or 85.21 % of the total voting rights when votes were cast�the number of votes against is 370,549, among which 370,549 was exercised by electronic transmission�the number of votes abstained is 419,548,232, among which 417,305,184 was exercised by electronic transmission)
E. Discussion Items (2)
Item1 Proposed by the Board
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Proposal: Discussion of Rename and Amendments to the “Procedures for Election of Directors ”
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and Supervisors .
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Explanation: (1) Inventec will establish Audit Committee in accordance with the Financial Supervisory Commission’s official document NO. 10200531121 at Annual
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Meeting of Shareholders in 2017. Therefore, the Company shall delete the relative regulations of Supervisors in “Procedures for Election of Directors and Supervisors” and rename it to “Procedures for Election of Directors”.
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(2) Please refer to the comparison chart of Amendments to “Procedures for Election of Directors and Supervisors” below.
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Comparison Chart of Amendments to “Procedures for Election of Directors and Supervisors”
| Current Name | Current Name | Current Name | Revised Name | Reason | ||
|---|---|---|---|---|---|---|
| Procedures for Election of Directors and Supervisors |
Procedures | for Election of Directors | Delete relative wording of Supervisors to comply with the amendments of the article. |
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| Original Version | Amendment Version | Reason | ||||
| Article 1 | To ensure a just, fair, and open election of directorsand supervisors ,elections of directors and supervisors shall be conducted in accordance with the Procedures adopted pursuant to Corporate Governance Best Practice Principles for TWSE/GTSM Listed Companies unless applicable laws and regulations or articles of incorporation provide otherwise. |
Article 1 | To ensure a just, fair, and open election of directors, elections of directors shall be conducted in accordance with the Procedures adopted pursuant to Corporate Governance Best Practice Principles for TWSE/GTSM Listed Companies unless applicable laws and regulations or articles of incorporation provide otherwise. |
Delete relative wording of Supervisors. |
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| Article 2 | Directorsand supervisors shall be elected in the shareholders' meeting. |
Article 2 | Directors shall be elected in the shareholders' meeting. |
Delete relative wording of Supervisors. |
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| Article 3 | Directorsand supervisors who shall be elected among the persons with disposing capacity, even though not shareholders. The overall composition of the board of directors shall be taken into consideration in the selection of the Corporation's directors. Each board member shall have the necessary knowledge, skill, and experience to perform their duties; the abilities that must be present in the board as a whole are as follows: the ability to make judgments about operations� Accounting and financial analysis ability�Business management ability�Crisis management ability�Knowledge of the industry�International market perspective�Leadership ability� Decision-making ability. Supervisors shall meet the following qualifications: Integrity and a practical attitude�Impartial judgment�Professional knowledge�Broad experience� Ability to read financial statements. In addition to the requirements of the preceding paragraph, at least one among the supervisors of this Corporation |
Article 3 | Directors who shall be elected among the persons with disposing capacity, even though not shareholders. The overall composition of the board of directors shall be taken into consideration in the selection of the Corporation's directors.Besides, the Company shall consider of variety to compose of the board of directors and think about operation� operation type and development demand to make an appropriate diversity policy, including but not limited to the following standards: 1. Basic conditions and value: gender�age�nationality and culture. 2. Professional knowledge and techniques: professional background (like legislation� accounting�industry�finance� marketing or technology)� professional techniques and industrial experience. Each board member shall have the necessary knowledge, skill, and experience to perform their duties; the abilities that must be present in the board as a whole are as follows: the ability to make judgments about operations�Accounting and financial analysis ability�Business |
Amend wording. |
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| must be an accounting or finance professional. |
management ability�Crisis management ability�Knowledge of the industry�International market perspective�Leadership ability� Decision-makingability. |
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|---|---|---|---|---|---|---|
| Article 4 | When the position of independent director has been created, the election of independent directors of this Corporation shall comply with the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies, and shall be conducted in accordance with the Corporate Governance Best Practice Principles for TWSE/GTSM Listed Companies. |
Article 4 | When the position of independent director has been created, the election of independent directors of this Corporation shall comply with the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies, and shall be conducted in accordance with the Corporate Governance Best Practice Principles for TWSE/GTSM Listed Companies. At least one of the independent directors should have accounting or financial specialty. |
Amend wording. |
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| Article 5 | The number of directorsand supervisors will be as specified in this Corporation's articles of incorporation. The election shall adopt the candidate nomination system which is conformed to the Article 192-1 of the Company Act, and the shareholders shall elect the directorsand supervisors from the list of the nominated candidates. Independent and non-independent directors shall be elected at the same time but on separate ballots. When the government or a juristic person is a shareholder of the company, then except with the approval of the Competent Authority, a representative of the government or juristic person may not concurrently be selected or serve as the director or supervisor of the company. Except where the Competent Authority has granted approval, the following relationships may not exist among more than half of a company's directors: 1. A spousal relationship. 2. A familial relationship within the second degree of kinship. Except where the Competent Authority has granted approval, a company shall have at least one or more supervisors, or one or more supervisors and directors, among whom no relationship under the preceding subparagraphs exists. When a company convenes a shareholder meeting for the election ofsupervisors or directors |
Article 5 | The number of directors will be as specified in this Corporation's articles of incorporation. The election shall adopt the candidate nomination system which is conformed to the Article 192-1 of the Company Act, and the shareholders shall elect the directors from the list of the nominated candidates. Independent and non-independent directors shall be elected at the same time but on separate ballots. Except where the Competent Authority has granted approval, the following relationships may not exist among more than half of a company's directors: 1. A spousal relationship. 2. A familial relationship within the second degree of kinship. When a company convenes a shareholder meeting for the election of directors and the original selectees do not meet the conditions of the two preceding paragraphs, the election of the director receiving the lowest number of votes among those not meeting the conditions shall be deemed invalid. |
Delete relative wording of Supervisors |
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| and the original selectees do not meet the conditions of the two preceding paragraphs, determination of which directors or supervisors are elected shall be made according to the following provisions: 1. When there are some among the directors who do not meet the conditions, the election of the director receiving the lowest number of votes among those not meeting the conditions shall be deemed invalid. 2. When there are some among the supervisors who do not meet the conditions, the provisions of the preceding subparagraph shall apply mutatis mutandis. 3. When there are some among the directors and supervisors who do not meet the conditions, the election of the supervisor receiving the lowest number of votes among those not meeting the conditions shall be deemed invalid. |
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|---|---|---|---|---|---|---|
3. |
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| Article 6 | The single open cumulative ballot method shall be used for election of the directorsand supervisors at this Corporation. Each share will have voting rights in number equal to the directorsor supervisors to be elected, and may be cast for a single candidate or split among multiple candidates. The board of directors shall prepare separate ballots for directorsand supervisors in numbers corresponding to the directorsor supervisors to be elected. The number of voting rights associated with each ballot shall be specified on the ballots, which shall then be distributed to the attending shareholders at the shareholders meeting. Attendance card numbers printed on the ballots may be used instead of recording the names of votingshareholders. |
Article 6 | Thecumulative voting system shall be used for election of the directors at this Corporation. Each share will have voting rights in number equal to the directors to be elected, and may be cast for a single candidate or split among multiple candidates. The board of directors shall prepare separate ballots for directors in numbers corresponding to the directors to be elected. The number of voting rights associated with each ballot shall be specified on the ballots, which shall then be distributed to the attending shareholders at the shareholders meeting. Attendance card numbers printed on the ballots may be used instead of recording the names of voting shareholders. |
Delete relative wording of Supervisors. |
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| Article 7 | The number of directorsand supervisors shall be provided by the the Articles of Incorporation of the Company. Those receiving ballots representing the highest numbers of voting rights will be elected sequentially according to their respective numbers of votes. A candidate simultaneously elected as a director and supervisor shall, at the candidate's |
Article 7 | The number of directors shall be provided by the the Articles of Incorporation of the Company. Those receiving ballots representing the highest numbers of voting rights will be elected sequentially according to their respective numbers of votes. The position left vacant by such decision shall be filled by the candidate with the next most votes |
Delete relative wording of Supervisors. |
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| own discretion, decide to serve as either director or supervisor. The position left vacant by such decision shall be filled by the candidate with the next most votes in the original election before the date the new registration license .When two or more persons receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the chair drawing lots on behalf of any person not in attendance. |
in the original election before the date the new registration license .When two or more persons receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the chair drawing lots on behalf of any person not in attendance. |
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| Article 12 | The voting rights shall be calculated on site immediately after the end of the poll, and the results of the calculation, including the list of persons elected as directorsor supervisors with which they were elected, shall be announced by the chair on the site. |
Article 12 | The voting rights shall be calculated on site immediately after the end of the poll, and the results of the calculation, including the list of persons elected as directorsand the numbers of votes with which they were elected, shall be announced by the chair on the site. The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation. |
Comply with the amendments of relative Act. |
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| Article 13 | The board of directors of this Corporation shall issue notifications to the persons elected as directorsor supervisors . |
Article 13 | The board of directors of this Corporation shall issue notifications to the persons elected as directors. |
Delete relative wording of Supervisors. |
Resolution: Approved as proposed by voting (a total of 2,839,699,221 shares with voting rights were present when votes were cast ; the number of voting rights for approval is 2,414,788,401, among which 1,112,417,772 was exercised by electronic transmission, or 85.04 % of the total voting rights when votes were cast�the number of votes against is 415,342, among which 415,342 was exercised by electronic transmission� the number of votes abstained is 424,495,478, among which 422,252,430 was exercised by electronic transmission)
Item2 Proposed by the Board
� Proposal: Proposal for Release the Prohibition on Director Huang, Kuo-Chun Chang, ChangPang and Chen, Ruey-Long from Participation in Competitive Business.
Explanation: (1) According to provisions of Company Act Article 209 Item 1, a director who
of the company's business, shall explain to the meeting of shareholders the essential contents of such an act and secure its approval.
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(2) The meeting of shareholders on June 12, 2014 approved that the prohibition of business strife on current directors were lifted from the on board date.
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(3) Proposal for release the prohibition on current director from participation in competitive business. Please refer the list of current director’s new position in other companies below.
List of Current Director’s New Position in Other Companies
| Position | Name | Serve in other Company | Position in other company |
| Director | Huang, Kuo-Chun | TPV-INVENTA Holding Limited | Chairman / Legal representative of Inventec (Cayman) Corp |
| TPV-INVENTA Technology Co, Ltd | Chairman / Legal representative of TPV-INVENTA Holding Limited |
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| TPV-INVENTA Technology(Fujian) Co, Ltd | Chairman / Legal representative of TPV-INVENTA Holding Limited |
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| Independent director |
Chang ,Chang- Pang |
Maxigen Biotech Inc | Director/ Legal representative of Global Financial Services |
| Jintex Corporation LTD | Supervisor | ||
| Global Financial Services | Director/ Legal representative of Global Investment Holdings |
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| Global Investment Holdings | Executive Director/ Legal representative of Zi-Yu Investment CO.,LTD |
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| Zi-Yu Investment CO.,LTD | Director | ||
| Independent director |
Chen, Ruey-Long | Teknowledge Development Corporation | Director/ Legal representative Ren-Dian Investment CO. ,LTD |
| Bank of Panhsin | Director | ||
| HannStar Board Corporation | Director | ||
| Asia Cement Corporation | Director/ Legal representative of Da-Ju Chemicals and Fiber CO.,LTD |
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| PowerGate Optical Inc | Director/ Legal representative of Teknowledge Development Corporation |
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| Gintech Energy Corporation | Director |
Resolution: Approved as proposed by voting (a total of 2,838,237,236 shares with voting rights were present , which conflict of interest shares of voting rights had deducted, when votes were cast ; the number of voting rights for approval is 2,364,113,607, among
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which 1,063,204,963 was exercised by electronic transmission, or 83.30 % of the total voting rights when votes were cast�the number of votes against is 456,191, among which 456,191 was exercised by electronic transmission�the number of votes abstained is 473,667,438, among which 471,424,390 was exercised by electronic transmission)
F. Extraordinary Motions
None
G. Adjournment
Meeting adjourned: 9:46 am.
**In case of any discrepancy between the English and Chinese version of those minutes of 2016 Annual General Shareholders’ Meeting of Inventec Corporation, the Chinese version shall prevail.
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Appendix 1
Business Report
Thank you for attending Inventec’s annual shareholders’ meeting, the operation performance of 2015 is summarized below: with regard to revenue and profit making, the individual revenue and consolidated revenue of the Company reached approximately NTD289.3 billion and NTD395.4 billion, respectively. The product portfolio is mainly computer products; compared to 2014 (in 2014, individual revenue and consolidated revenue were approximately NTD330.7 billion and NTD435.5 billion, respectively), the individual revenue has decreased by 12.5%, while the consolidated revenue decreased by 9.2%. Regarding product category, due to the continuous downturn of notebook computer market, the popularity degree of the new operation platform was not as expected, the annual revenue decreased by 25.28%; driven by the continuous fermentation of cloud computing market issues, the revenue performance in server products has been relatively stable, with the annual revenue in 2015 increasing by 24.05%. With regard to wireless devices and mobile communication products, thanks to customer product hot sales and the expansion of production capacity, the operation income contributed approximately NTD46.9 billion of revenue, and the annual revenue performance increased by 0.29%. As for solar energy products, the overall revenue contribution of the Group’s solar energy products was approximately NTD12.9 billion, an increase of 14.79% year-on-year.
In regard to profit making, the annual net profit attributable to parent company shareholders reached approximately NTD5.5 billion, with earnings per share of NTD1.55, a reduction of approximately NTD1.5 billion from the previous year, profit making decreased by 21.6%, the main reason is that the notebook computer market is facing slow-moving growth and price competition. Nevertheless, the server and mobile communication product markets are continuing to experience stable growth; furthermore, with regard to reinvestment business, under the supply chain vertical integration and organizational merger, the Company hopes to improve its business turnover and profit making capacity to bring positive benefit to the Group’s performance.
This year’s business plan summary and future development strategies:
Due to the continuous downturn of the global economy in 2016, the shipment volume of traditional notebook computers continues to be impacted by the stagnated growth in the change of ultimate consumer habits; faced with the challenges of the information industry operating environment, Inventec will adhere to innovative thinking, adjust its operating strategy, and actively face future challenges to seek new kinetic energy for operation growth. With regard to
personal computer products, Inventec will continuously coordinate with the demand of major international manufacturers and develop light, thin, and portable products to meet market trends and consumer demands; regarding enterprise solutions (including servers, storage, and LAN switches), Inventec will continue to focus on the hardware leading foundation of network integration, storage, computation modules, etc. and adhere to main trends in cloud application, integrate software and hardware development capability, and actively develop customers to continuously expand its leading position in the server-related product market; furthermore, with regard to wireless devices and smart mobile products, we will gradually improve the proportion of automated processes in order to reduce production costs, as well as coordinate with advanced technological solutions to provide end customers with smart home and wireless intelligent end products; as for the solar energy industry, through vertical integration of Inventec Solar Energy Corporation and Inventec Energy Corporation, we will continue to cut costs in the hopes of gradually improving operation efficiency to expand market competitiveness; in order to capture the opportunity of the handheld wireless devices for Industrial usage market, Inventec Corporation and Advantech Co., Ltd. form a strategic alliance to establish a Joint Venture Company, we hope to further provide a complete solution to the customer and become the pioneer of industrial smart mobile devices through combining the advantages of both parties in the aspect of research and development, manufacturing and brand; finally, regarding research and development innovation, in 2015, the product research and development costs of the Group reached NTD8.8 billion; in the future, we will continue to work hard at product innovation, automated processes, etc. in order to maintain core competitiveness.
When pursuing an enterprise’s sustainable operation and creating enterprise value, Inventec also fulfills its corporate citizenship responsibility. Through Inventec Group Charity Foundation, it has gathered the Group’s caring volunteers to actively promote relevant volunteer businesses such as social care, emergency relief, environmental protection, culture promotion, etc. over the long term in order to practice the social service philosophy of Inventec Group, namely environmental protection, culture, poverty relief, and community. In the past year, whether in the Formosa dust explosion incident or Taiwan earthquake, you can always witness the social responsibility spirit of Inventec Group in treating others as ourselves and loving others as ourselves and assisting disaster stricken populations to live through hard times.
Looking toward 2016, Inventec will continue to adhere to the operation philosophy of �Innovation, Quality, Open mind and Execution”, in addition to caring for its existing customers, Inventec will continuously improve its management performance to consolidate its long-term
competitive advantage through product diversification, strategic investment, human resource inventory, and organization optimization in order to expand the Group’s operation scale and its growth space in profit making. This is the everlasting commitment of the Inventec management team to its shareholders and investors. Again, thanks to every shareholder for their support of and guidance to Inventec.
Best regards,
Chairman: Lee, Tsu-Chin President: Huang, Kuo-Chun Accounting Officer: Yu, Chin-Pao
Appendix 2
Supervisors' Review Report
Date: Apr.28, 2016
The Board of Directors has prepared and submitted to us the Company’s 2015 financial statements which have been audited and certified by Chen Ying Ju and Yang Liu Fong of KPMG Certified Public Accountants, along with Company's business report and earnings distribution proposals. We, the Supervisors, have duly examined the same as correct and accurate. We hereby report to the 2016 Annual General Shareholders Meeting in accordance with Article 219 of the Company Act for your review.
Inventec Corporation
Supervisor: Wang, Ping-Hui
Supervisor: Cheng, Hsien-Ho
Supervisor: Shyh Shiunn Investment Corp. (Representative: Yang, Chiung-Nan)
Appendix 3- Independent Auditors’ Report and Individual Financial Statements for Year 2015 Independent Auditors’ Report
The Board of Directors of Inventec Corporation�
We have audited the accompanying balance sheets of Inventec Corporation (the "Company") as of December 31, 2015, and 2014, and the related statements of comprehensive income, changes in equity and 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 investees accounted for under the equity method, in which the Company's long term equity investments amounted to $22,083,104 thousand, representing 14.41% of total assets as of December 31, 2014, and related investment income was $976,579 thousand, representing 11.14% of net income before tax for the years ended December 31, 2014. The financial statements of these investees accounted for under the equity method were audited by other auditors, whose reports have been furnished to us, and our opinion, insofar as it relates to the amounts for these companies, were based solely on the reports of other auditors.
We conducted our audits in accordance with "Regulation Governing Auditing and Certification of Financial Statements by Certified Public Accountants" and auditing standards generally accepted in the Republic of China. Those regulations and standards require that we plan and perform the audit to obtain reasonable assurance about whether the non consolidated financial statements are free of material misstatements. An audit includes examining, on a test basis, evidences supporting the amounts and disclosures in the non consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall non consolidated financial statement presentation. We believe that our audits and the reports issued by other auditors provide a reasonable basis for our opinion.
In our opinion, based on our audits and the reports of other auditors, the accompanying financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2015 and 2014, and the results of their operations and their cash flows for the years then ended, in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
KPMG
CPA�Ying Ru, Chen Leou Fong, Yang
Taipei, Taiwan, R.O.C March 22, 2016
Note to Readers
The accompanying financial statements are intended only to present the financial position, results of operations and cash flows in accordance with
the International Financial Reporting Standards approved by the Financial Supervisory Commissions in the Republic of China and not those of any
other jurisdictions. The standards, procedures, and practices to audit such financial statements are those generally accepted and applied in the Republic of China.
The independent auditors' report and the accompanying financial statements are the English translation of the Chinese version prepared and used in
the Republic of China. If there is any conflict between, or any difference in the interpretation of, the English and Chinese language auditors’ report and financial statements, the Chinese version shall prevail.
(English Translation of Financial Report Originally Issued in Chinese) INVENTEC CORPORATION
Balance Sheets
December 31, 2015 and 2014
(Amounts Expressed in Thousands of New Taiwan Dollars)
| Assets Current assets� 1100 Cash and cash equivalents (Notes (4) and (6)(a)) 1110 Current financial assets at fair value through profit or loss (Notes (4) and (6)(b)) 1125 Current available-for-sale financial assets (Notes (4) and (6)(b)) 1170 Accounts receivable, net (Notes (4) and (6)(c)) 1180 Accounts receivable due from related parties, net (Notes (4), (6)(c) and (7)) 1200 Other receivables (Notes (4), (6)(c) and (7)) 1310 Inventories, manufacturing business, net (Notes (4) and (6)(d)) 1479 Other current assets–others (Notes (4) and (6)(i)) Non-current assets� 1523 Non-current available-for-sale financial assets (Notes (4) and (6)(b)) 1543 Non-current financial assets at cost (Notes (4) and (6)(b)) 1550 Investments accounted for using equity method (Notes (4), (6)(e) and (6)(f)) 1600 Property, plant, and equipment (Notes (4) and (6)(g)) 1780 Intangible assets (Notes (4) and (6)(h)) 1900 Other non-current assets–others (Notes (4), (6)(i), (6)(m), (7) and (8)) TOTAL ASSETS |
2015.12.31 | 2014.12.31 Amount % 4,959,500 3 65,236 - 429,200 - 34,650,344 23 20,081,542 13 48,814,722 32 858,755 1 90,234 - 109,949,533 72 457,501 - 292,246 - 35,739,723 23 5,820,213 4 86,258 - 895,745 1 43,291,686 28 153241219 100 LIABILITIES AND EQUITY Current Liabilities� 2100 Short-term borrowings (Note (6)(j)) 2120 Current financial liabilities at fair value through profit or loss (Notes (4) and (6)(b)) 2160 Notes payable - related parties (Note (7)) 2170 Accounts payable 2180 Accounts payable - related parties (Note (7)) 2230 Current tax liabilities 2200 Other payables (Note (7)) 2322 Long-term borrowings–current portion (Note (6)(j)) 2399 Other current liabilities–others 2313 Unearned revenue Non-current Liabilities� 2540 Long-term borrowings (Note (6)(j)) 2640 Net defined benefit liabilities�non-current (Notes (4) and (6)(l)) 2670 Other non-current liabilities- others (Notes (4) and (6)(m)) Total Liabilities 3110 Ordinary share (Note (6)(n)) 3200 Capital surplus (Note (6)(n)) Retained earnings(Note (6)(n))� 3310 Legal reserve 3350 Unappropriated retained earnings 3400 Other equity (Note (6)(n)) Total equity TOTAL LIABILITIES AND EQUITY |
**2015.12.31 ** | 2014.12.31 Amount % 6,054,499 4 17,095 - 24,263 - 29,694,971 19 32,385,332 21 882,741 1 5,256,542 3 15,029,000 10 2,211,383 1 2,254,427 2 |
|---|---|---|---|---|
| Amount % $ 6,486,944 5 85,770 - 574,923 - 28,243,138 21 20,960,140 16 34,049,157 25 818,051 1 413,371 - |
Amount % $ 5,380,080 4 - - 12,132 - 26,274,818 19 22,571,175 17 622,025 - 5,210,014 4 - - 5,555,470 4 2,577,507 2 |
|||
91,631,494 68 |
||||
331,492 - 220,121 - 36,111,836 27 5,739,243 4 56,851 - 1,622,581 1 |
||||
68,203,221 50 |
93,810,253 61 |
|||
9,189,600 7 993,591 1 846,502 - |
- - 956,962 1 895,966 - |
|||
11029693 8 |
1852928 1 |
|||
| 44,082,124 32 |
,, 79,232,914 58 |
,, 95,663,181 62 |
||
35,874,751 26 2,912,784 2 8,354,052 6 6,529,767 6 2,809,350 2 |
35,874,751 23 2,920,718 2 7,644,271 5 8,129,064 6 3,009,234 2 |
|||
56,480,704 42 |
57,578,038 38 |
|||
$ 135,713,618 100 |
153,241,219 100 |
|||
| $ 135713618 100 |
Please refer to financial statements.
(English Translation of Financial Report Originally Issued in Chinese) INVENTEC CORPORATION
Statements of Comprehensive Income
For the Years Ended December 31, 2015 and 2014
(Amounts Expressed in Thousands of New Taiwan Dollars)
| 4110 Sales revenue (Notes (4), (6)(p) and (7)) 5000 Operating costs(Notes (4), (6)(d) and (7)) Gross profit from operation 5910 Less�Unrealized profit (loss) from sales(Note (7)) 5920 Plus�Realized profit (loss) on from sales(Note (7)) Gross profit from operation Operating expenses� 6100 Selling expenses 6200 Administrative expenses 6300 Research and development Total operating expenses Operating profit Non-operating income and expenses� (Notes (4), (6)(e) and (6)(r)) 7010 Other income 7020 Other gains and losses 7050 Finance costs 7775 Share of profit (loss) of associates and joint ventures accounted for using equity method Total non-operating income and expenses 7900 Profit before income tax 7950 Less: Tax expense (Notes (4) and (6)(m)) 8200 Profit for the period Other comprehensive income (loss): 8310 Items that will not be reclassified subsequently to profit or loss 8311 Remeasurement from the defined benefit plans 8330 Share of other comprehensive income of associates and joint ventures accounted for using equity method 8349 Income tax expense related to items that will not be reclassified subsequently Total items that will not be reclassified subsequently to profit or loss 8360 Items that may be reclassified subsequently to profit or loss 8361 Exchange differences on transition of foreign financial statements 8362 Unrealized losses on available-for-sale financial assets 8380 Share of other comprehensive income of associates and joint ventures accounted for using equity method 8399 Income tax benefit (expense) related to items that are or may be reclassified subsequently Total items that may be reclassified subsequently to profit or loss Other comprehensive income (loss) for the period, net of tax 8500 Total comprehensive income for the period Earning per share attributable to stockholders of parent (Notes (4) and (6)(o)) 9750 Basic earnings per share (NT dollars) 9850 Diluted earnings per share (NT dollars) |
2015 | % 100 96 |
2014 Amount 330,784,531 317,437,573 |
% 100 96 |
|
|---|---|---|---|---|---|
| Amount $ 289,354,169 277,304,726 |
|||||
12,049,443 15,615 12,315 |
4 - - |
13,346,958 12,315 16,869 |
4 - - |
||
12,046,143 |
4 | 13,351,512 |
4 | ||
1,643,997 1,954,999 4,645,432 |
- 1 2 |
2,090,611 2,015,209 4,774,060 |
1 1 1 |
||
8,244,428 |
3 | 8,879,880 |
3 | ||
3,801,715 |
1 | 4,471,632 |
1 | ||
22,553 1,499,444 (183,330) 1,442,902 |
- 1 - - |
29,625 1,690,269 (274,464) 2,847,851 |
- 1 - 1 |
||
2,781,569 |
1 | 4,293,281 |
2 | ||
6,583,284 1,019,651 |
2 - |
8,764,913 1,667,098 |
3 1 |
||
5,563,633 |
2 | 7,097,815 |
2 | ||
(51,776) (4,895) 8,802 |
- - - |
11,252 (19,290) (1,913) |
- - - |
||
(47,869) |
- | (9,951) |
- | ||
3,751 55,086 (258,721) - |
- - - - |
43,034 872 1,324,064 - |
- - - - |
||
| (199,884) | - | 1,367,970 | - | ||
(247,753) |
- | 1,358,019 |
- | ||
$ 5,315,880 |
2 |
8,455,834 |
2 | ||
$ |
1.55 | 1.98 | |||
| $ | 1.54 | 1.96 |
Please refer to financial statements.
(English Translation of Financial Report Originally Issued in Chinese) INVENTEC CORPORATION
Statements of Changes in Equity
For the Years Ended December 31, 2015 and 2014
(Amounts Expressed in Thousands of New Taiwan Dollars)
| Balance, January 1, 2014 Net income for the period Other comprehensive income (loss) for the period Total comprehensive income (loss) for the period Appropriation and distribution of retained earnings:(Note1) Legal reserve appropriated Cash dividends of ordinary share Others Balance, December 31, 2014 Net income for the period Other comprehensive income (loss) for the period Total comprehensive income (loss) for the period Appropriation and distribution of retained earnings:(Note2) Legal reserve appropriated Cash dividends of ordinary share Others Balance, December 31, 2015 |
Capital Stock | Capital Surplus | Retained | Earnings | Other Equity Interest | Other Equity Interest | Total Equity 54,837,123 7,097,815 1,358,019 |
|---|---|---|---|---|---|---|---|
| Exchange Differences on Translation of Foreign Financial Statements |
Unrealized Gains (Losses) on Available-for-Sale Financial Assets |
||||||
| Share Capital | Legal Reserve |
Unappropriated Retained Earnings |
|||||
| $ 35,874,751 - - |
2,895,677 - - |
6,936,854 - - |
7,488,577 7,097,815 (9,951) |
1,495,109 - 1,373,853 |
146,155 - (5,883) |
||
| - | - | - | 7,087,864 |
1,373,853 |
(5,883) |
8,455,834 - (5,739,960) 25,041 |
|
| - - - |
- - 25,041 |
707,417 - - |
(707,417) (5,739,960) |
- - - |
- - - |
||
| 35,874,751 - - |
2,920,718 - - |
7,644,271 - - |
8,129,064 5,563,633 (47,869) |
2,868,962 - (264,790) |
140,272 - 64,906 |
57,578,038 5,563,633 (247,753) |
|
| - | - | - | 5,515,764 |
(264,790) |
64,906 |
5,315,880 |
|
| - - - |
- - (7,934) |
709,781 - - |
(709,781) (6,278,081) (127,199) |
- - - |
- - - |
- (6,278,081) (135,133) |
|
| $ 35,874,751 |
2,912,784 |
8,354,052 |
6,529,767 |
2,604,172 |
205,178 |
56,480,704 |
Note 1: Emoluments to directors amounted to $127,335 and bonuses to employees amounted to $445,673 were charged against earnings. Note 2: Emoluments to directors amounted to $127,761 and bonuses to employees amounted to $447,162 were charged against earnings.
Please refer to financial statements.
(English Translation of Financial Report Originally Issued in Chinese) INVENTEC CORPORATION Statements of Cash Flows
For the Years Ended December 31, 2015 and 2014 (Amounts Expressed in Thousands of New Taiwan Dollars)
| Cash flows from operating activities� Profit before income tax Adjustments to reconcile profit before income tax to net cash provided by operating activities� Depreciation expense Amortization expense Provision for bad debt expense Interest expense Interest income Share of loss (profit) of associates and joint ventures accounted for using equity method Gain on disposal of property, plant, and equipment Loss (gain) on disposal of investments Impairment loss on financial assets Impairment loss on non-financial assets Total adjustments to reconcile loss Change in operating assets and liabilities� Change in operating assets� Increase in financial assets held for trading Decrease (Increase) in accounts receivable Decrease in other receivables (Increase) decrease in inventories (Increase) decrease in other current assets Total changes in operating assets Changes in operating liabilities� (Decrease) Increase in financial liabilities held for trading Decrease in notes payable Decrease in accounts payable (Decrease )Increase in other payables Increase in other current liabilities Decrease in net defined benefit liabilities-non-current Increase in deferred income Total changes in operating liabilities Total changes in operating assets and liabilities Total adjustments Cash inflow generated from operations Interest received Dividends received Interest paid Income taxes paid Net cash flows from operating activities |
2015 | 2014 8,764,913 277,497 899,696 20,375 274,464 (29,625) (2,847,851) (2,871) 1,212 87,021 12,307 |
|---|---|---|
| $ 6,583,284 215,700 503,967 3,766 183,330 (22,553) (1,442,902) - (994) - - |
||
| (559,686) | (1,307,775) |
|
(20,534) 5,524,841 14,766,269 40,704 (323,136) |
(17,239) (1,901,314) 47,155,765 (141,228) 75,147 |
|
19,988,144 |
45,171,131 |
|
(17,095) (12,131) (13,234,310) (50,231) 3,344,088 (15,147) 323,080 |
14,852 (26,239) (46,374,021) 1,381,497 898,654 (13,139) 518,880 |
|
(9,661,746) |
(43,599,516) |
|
10,326,398 |
1,571,615 |
|
9,766,712 |
263,840 |
|
16,349,996 21,849 1,268,000 (182,674) (1,499,812) |
9,028,753 28,218 496,000 (281,678) (1,135,483) |
|
15,957,359 |
8,135,810 |
Please refer to financial statements.
(English Translation of Financial Report Originally Issued in Chinese)
INVENTEC CORPORATION
Statements of Cash Flows (CONT'D)
For the Years Ended December 31, 2015 and 2014
(Amounts Expressed in Thousands of New Taiwan Dollars)
| Cash flows from investing activities� Proceeds from capital reduction of available-for-sale financial assets Acquisition of financial assets at cost Proceeds from capital reduction of financial assets at cost Acquisition of investments accounted for using equity method Proceeds from disposal of investments accounted for using equity method Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Acquisition of intangible assets Increase in other non-current assets Net cash used in investing activities Cash flows from financing activities� Decrease in short-term borrowings Proceeds from long-term borrowings Repayments from long-term debt Decrease in other non-current liabilities Cash dividends paid Net cash used in financing activities Net (decrease) increase in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period |
2015 | 2014 6,650 (123,200) - (50,940) - (88,628) 19,199 (374,603) (301,533) |
|---|---|---|
| 35,371 (15,235) 88,354 (1,074,394) 482,184 (131,683) - (239,021) (780,940) |
||
(1,635,364) |
(913,055) |
|
(674,419) 9,189,600 (15,029,000) (2,651) (6,278,081) |
(4,172,234) 850,250 - (4,554) (5,739,960) |
|
(12,794,551) |
(9,066,498) |
|
1,527,444 4,959,500 |
(1,843,743) 6,803,243 |
|
$ 6,486,944 |
4,959,500 |
|
Please refer to financial statements.
Appendix 4-Independent Auditors’ Report and Consolidated Financial Statements for Year 2015
Independent Auditors’ Report
The Board of Directors of Inventec Corporation�
We have audited the accompanying consolidated balance sheets of Inventec Corporation and its subsidiaries (the "Group") as of December 31, 2015 and 2014, and the related consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended. These financial statements are the responsibility of the Group's management. Our responsibility is to express an audit report based on our audits. We did not audit the financial statements of certain consolidated subsidiaries with the total assets of $72,686,249 thousand, representing 37% of the consolidated total assets as of December 31, 2014; and the net sales of $82,918,862 thousand, representing 19% of the consolidated net sales for the years ended December 31, 2014. Also, we did not audit the long-term investments of other companies which amounted to $(542,888) thousand, representing (0.28)% of the consolidated total assets as of December 31, 2014; and the related investment income of $44,090 thousand, representing 0.45% of the consolidated net income before tax for the years ended December 31, 2014. The financial statements of these subsidiaries and investees accounted for under the equity method were audited by other auditors, whose reports have been furnished to us, and our opinion, insofar as it relates to the amounts for these companies, were based solely on the reports of other auditors.
We conducted our audits in accordance with the "Regulation Governing Auditing and Certification of Financial Statements by Certified Public Accountants" and the auditing standards generally accepted in the Republic of China. Those regulations and standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit 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 report of other auditors provide a reasonable basis for our opinion.
In our opinion, based on our audit and the reports of other auditors, the accompanying consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Consolidated Company as of December 31, 2015 and 2014, and the results of their operations and their cash flows for the years then ended, in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations and SIC Interpretations as endorsed by the Financial Supervisory Commission.
We have also audited the non-consolidated financial statements of the Company as of and for the
years ended December 31, 2015 and 2014, and have issued an unqualified audit report and a modified unqualified audit report thereon.
KPMG
CPA� Ying Ru, Chen Leou Fong, Yang Taipei, Taiwan, R.O.C. March 22, 2016
Note to Readers
The accompanying financial statements are intended only to present the financial position, results of operations and cash flows in accordance with the International Financial Reporting Standards approved by the Financial Supervisory Commissions in the Republic of China and not those of any other jurisdictions. The standards, procedures, and practices to audit such financial statements are those generally accepted and applied in the Republic of China.
The independent auditors' report and the accompanying financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of, the English and Chinese language auditors’ report and financial statements, the Chinese version shall prevail.
(English Translation of Financial Report Originally Issued in Chinese)
INVENTEC CORPORATION AND ITS SUBSIDIARIES
Consolidated Balance Sheets
December 31, 2015 and 2014
(Amounts Expressed in Thousands of New Taiwan Dollars)
| ASSETS Current Assets� 1100 Cash and cash equivalents (Notes (4) and (6)(a)) 1110 Current financial assets at fair value through profit or loss (Notes (4) and (6)(b)) 1125 Current available-for-sale financial assets (Notes (4) and (6)(b)) 1170 Accounts receivable, net (Notes (4) and (6)(c)) 1180 Accounts receivable due from related parties, net (Notes (4), (6)(c) and (7)) 1200 Other receivables (Notes (4), (6)(c) and (7)) 1310 Inventories, manufacturing business, net (Notes (4) and (6)(d)) 1479 Other current assets–others (Notes (4) and (6)(k)) Non-current assets� 1523 Non-current available-for-sale financial assets (Notes (4) and (6)(b)) 1543 Non-current financial assets at cost (Notes (4) and (6)(b)) 1550 Investments accounted for using equity method (Notes (4) and (6)(e)) 1600 Property, plant, and equipment (Notes (4) and (6)(h)) 1760 Investment property, net (Notes (4) and (6)(i)) 1780 Intangible assets (Notes (4) and (6)(j)) 1900 Other non-current assets (Notes (4), (6)(k) and (6)(o)) TOTAL ASSETS |
2015.12.31 | 2014.12.31 Amount % 37,731,741 19 440,972 - 8,401,561 4 59,281,105 30 8,967,761 5 1,039,645 1 31,772,851 16 3,463,204 2 151,098,840 77 457,501 - 533,751 - 613,137 - 35,073,036 18 590,080 - 901,392 1 6,433,992 4 44,602,889 23 195,701,729 100 LIABILITIES AND EQUITY Current Liabilities� 2100 Short-term borrowings (Note (6)(l)) 2120 Current financial liabilities at fair value through profit or loss (Notes (4) and (6)(b)) 2160 Notes payable�related parties (Note (7)) 2170 Accounts payable 2180 Accounts payable�related parties (Note (7)) 2230 Current tax liabilities 2200 Other payables (Note (7)) 2322 Long-term borrowings�current portion (Note (6)(l)) 2399 Other current liabilities�others 2313 Unearned revenue Non-current Liabilities� 2540 Long-term borrowings (Note (6)(l)) 2640 Net defined benefit liabilities�non-current (Notes (4) and (6)(n)) 2670 Other non-current liabilities�others (Notes (4), (6)(e) and (6)(o)) Total Liabilities Equity attributable to owners of parent� 3110 Ordinary share (Note (6)(p)) 3200 Capital surplus (Note (6)(p)) 3300 Retained earnings (Note (6)(p)) 3400 Other equity (Note (6)(p)) Total equity attributable to owners of parent 36XX Non-controlling interests Total Equity TOTAL LIABILITIES AND EQUITY |
**2015.12.31 ** | **2014.12.31 ** | ||
|---|---|---|---|---|---|---|
| Amount $ 7,744,025 88,985 12,132 58,582,313 27,239 2,446,103 17,456,471 266,800 8,993,423 3,154,378 |
% | Amount % 15,859,736 8 41,666 - 24,263 - 67,231,370 35 6,712,732 3 2,115,698 1 12,165,426 6 15,232,531 8 4,571,486 2 2,713,152 1 |
||||
| Amount | % | 4 - - 33 - 2 10 - 5 2 |
||||
| $ 37,123,631 221,615 3,290,684 60,343,565 20,254 1,004,386 28,959,904 2,613,620 |
21 - 2 34 - 1 16 2 |
|||||
133,577,659 |
76 | |||||
331,492 502,173 532,888 34,660,330 548,071 872,905 4,720,955 |
- - - 20 - 1 3 |
|||||
98,771,869 |
56 | 126,668,060 64 |
||||
11,293,260 1,030,424 1,752,071 |
6 1 1 |
1,005,492 1 1,014,760 1 2,590,627 1 |
||||
14,075,755 |
8 | 4,610,879 3 |
||||
112,847,624 |
64 | 131,278,939 67 |
||||
35,874,751 2,912,784 14,883,819 2,809,350 |
20 2 8 2 |
35,874,751 18 2,920,718 1 15,773,335 8 3,009,234 2 |
||||
42,168,814 |
24 |
|||||
56,480,704 6,418,145 |
32 4 |
57,578,038 29 6,844,752 4 |
||||
62,898,849 |
36 | 64,422,790 33 |
||||
| $ 175,746,473 |
100 | $ 175,746,473 |
100 | 195,701,729 100 |
Please refer to consolidated financial statements.
(English Translation of Financial Report Originally Issued in Chinese)
INVENTEC CORPORATION AND ITS SUBSIDIARIES
Consolidated Statements of Comprehensive Income
For the Years Ended December 31, 2015 and 2014
(Amounts Expressed in Thousands of New Taiwan Dollars)
| 4110 Sales revenue (Notes (4), (6)(s) and (7)) 5000 Operating costs (Notes (4) and (7)) Gross profit from operation Operating expenses� 6100 Selling expenses 6200 Administrative expenses 6300 Research and development 6400 Total operating expenses Operating profit Non-operating income and expenses� 7010 Other income (Note (6)(u)) 7020 Other gains and losses (Note (6)(u)) 7050 Finance costs (Note (6)(u)) 7060 Share of losses of associates and joint ventures accounted for using equity method (Notes (4) and (6)(e)) Total non-operating income and expenses 7900 Profit before income tax 7950 Less: Tax expenses (Notes (4) and (6)(o)) 8200 Profit for the year Other comprehensive income (loss): 8310 Items that will not be reclassified subsequently to profit or loss 8311 Remeasurement from the defined benefit plans 8320 Share of other comprehensive income of associates and joint ventures accounted for using equity method 8349 Income tax expense related to items that will not be reclassified subsequently Total items that will not be reclassified subsequently to profit or loss 8360 Items that may be reclassified subsequently to profit or loss 8361 Exchange differences on translation of foreign financial statements 8362 Unrealized losses on available-for-sale financial assets 8370 Share of other comprehensive income of associates and joint ventures accounted for using equity method 8399 Income tax benefit (expense) related to items that are or may be reclassified subsequently Total items that may be reclassified subsequently to profit or loss Other comprehensive income (loss), net of tax 8500 Total comprehensive income Profit attributable to� 8610 Owners of parent 8620 Non-controlling interests Comprehensive income attributable to� 8710 Owners of parent 8720 Non-controlling interests Earning per share attributable to stockholders of parent (Notes (4) and (6)(r)) 9750 Basic earnings per share (NT dollars) 9850 Diluted earnings per share (NT dollars) |
2015 | % 100 95 |
2014 | % 100 95 |
|---|---|---|---|---|
| Amount $ 395,470,221 373,764,813 |
Amount 435,599,968 412,251,630 |
|||
21,705,408 |
5 | 23,348,338 |
5 | |
2,688,381 4,792,827 8,816,932 |
1 1 2 |
2,926,456 4,800,839 8,511,964 |
- 1 2 |
|
16,298,140 |
4 | 16,239,259 |
3 | |
5,407,268 |
1 | 7,109,079 |
2 | |
2,112,228 676,152 (914,173) (97,605) |
1 - - - |
2,864,110 1,015,376 (1,251,417) (56,450) |
- - - - |
|
| 1,776,602 | 1 | 2,571,619 | - | |
7,183,870 2,208,135 |
2 1 |
9,680,698 3,015,137 |
2 - |
|
4,975,735 |
1 | 6,665,561 |
2 | |
(58,068) 69 9,781 |
- - - |
(6,610) (4,265) 1,194 |
- - - |
|
(48,218) |
- | (9,681) |
- | |
(640,299) 48,545 12,423 381,929 |
- - - - |
1,472,514 32 6,101 (109,140) |
- - - - |
|
(197,402) |
- | 1,369,507 |
- | |
(245,620) |
- | 1,359,826 |
- | |
$ 4,730,115 |
1 | 8,025,387 |
2 | |
$ 5,563,633 (587,898) |
1 - |
7,097,815 (432,254) |
2 - |
|
$ 4,975,735 |
1 | 6,665,561 |
2 | |
$ 5,315,880 (585,765) |
1 - |
8,455,834 (430,447) |
2 - |
|
$ 4,730,115 |
1 | 8,025,387 |
2 | |
$ |
1.55 | 1.98 | ||
| $ | 1.54 | 1.96 |
Please refer to consolidated financial statements.
(English Translation of Financial Report Originally Issued in Chinese)
INVENTEC CORPORATION AND ITS SUBSIDIARIES
Consolidated Statements of Changes in Equity
For the Years Ended December 31, 2015 and 2014
(Amounts Expressed in Thousands of New Taiwan Dollars)
| Balance at January 1, 2014 Net income (loss) for the period Other comprehensive income (loss) for the period Total comprehensive income (loss) for the period Appropriation and distribution of retained earnings: Legal reserve appropriated Cash dividends of ordinary share Changes in non-controlling interests Others Balance at December 31, 2014 Net income (loss) for the period Other comprehensive income (loss) for the period Total comprehensive income (loss) for the period Appropriation and distribution of retained earnings: Legal reserve appropriated Cash dividends of ordinary share Changes in non-controlling interests Others Balance at December 31, 2015 |
Equity At | tributable to Owner | s of Parent | s of Parent | Non-Controlling Interests |
Total Equity 61,812,188 6,665,561 1,359,826 |
|||
|---|---|---|---|---|---|---|---|---|---|
| Capital Stock | Capital Surplus | Retained | Earnings | Other Equity Interest | Total Equity Attributable to Owners of Parent |
||||
| Exchange Differences on Translation of Foreign Financial Statements |
Unrealized Gains (Losses) on Available-for-Sale Financial Assets |
||||||||
| Share Capital | Legal Reserve |
Unappropriated Retained Earnings |
|||||||
| $ 35,874,751 - - |
2,895,677 - - |
6,936,854 - - |
7,488,577 7,097,815 (9,951) |
1,495,109 - 1,373,853 |
146,155 - (5,883) |
54,837,123 7,097,815 1,358,019 |
6,975,065 (432,254) 1,807 |
||
| - | - | - | 7,087,864 |
1,373,853 |
(5,883) |
8,455,834 |
(430,447) |
8,025,387 |
|
| - - - - |
- - - 25,041 |
707,417 - - - |
(707,417) (5,739,960) - - |
- - - - |
- - - - |
- (5,739,960) - 25,041 |
- - 294,973 5,161 |
- (5,739,960) 294,973 30,202 |
|
| 35,874,751 - - |
2,920,718 - - |
7,644,271 - - |
8,129,064 5,563,633 (47,869) |
2,868,962 - (264,790) |
140,272 - 64,906 |
57,578,038 5,563,633 (247,753) |
6,844,752 (587,898) 2,133 |
64,422,790 4,975,735 (245,620) |
|
| - | - | - | 5,515,764 |
(264,790) |
64,906 |
5,315,880 |
(585,765) |
4,730,115 |
|
| - - - - |
- - - (7,934) |
709,781 - - - |
(709,781) (6,278,081) - (127,199) |
- - - - |
- - - - |
- (6,278,081) - (135,133) |
- - 16,943 142,215 |
- (6,278,081) 16,943 7,082 |
|
| $ 35,874,751 |
2,912,784 |
8,354,052 |
6,529,767 |
2,604,172 |
205,178 |
56,480,704 |
6,418,145 |
62,898,849 |
Please refer to consolidated financial statements.
(English Translation of Financial Report Originally Issued in Chinese)
INVENTEC CORPORATION AND ITS SUBSIDIARIES Consolidated Statements of Cash Flows
For the Years Ended December 31, 2015 and 2014 (Amounts Expressed in Thousands of New Taiwan Dollars)
| Cash flows from operating activities� Profit before income tax Adjustments to reconcile profit before income tax to net cash provided by operating activities� Depreciation expenses Amortization expenses Provisions for bad debt expenses Interest expenses Interest income Share-based payments Share of losses of associates and joint ventures accounted for using equity method (Gains) losses on disposal of property, plant, equipment and inventory property Gain on disposal of investments Impairment losses on financial assets Impairment losses on non-financial assets Others Total adjustments to reconcile profit Changes in operating assets and liabilities� Changes in operating assets� Decrease (increase) in financial assets held for trading Decrease in accounts receivable Decrease (increase) in other receivables Decrease in inventories Decrease (increase) in other current assets Total changes in operating assets Changes in operating liabilities� Increase (decrease) in financial liabilities held for trading Decrease in notes payable Decrease in accounts payable Increase in other payables Increase in other current liabilities Decrease in net defined benefit liabilities-non-current Increase in deferred income Total changes in operating liabilities Total changes in operating assets and liabilities Total adjustments Cash inflow generated from operations Interests received Interests paid Income taxes paid Net cash flows from operating activities |
2015 | 2014 9,680,698 3,813,990 1,222,212 15,856 1,251,417 (2,864,110) 9,575 56,450 162,409 (383,461) 109,590 1,454,743 (38,264) |
|---|---|---|
| $ 7,183,870 3,976,246 964,995 25,179 914,173 (2,112,228) 8,533 97,605 (136,531) (331,861) - 140,379 (772) |
||
3,545,718 |
4,810,407 |
|
215,185 11,810,327 2,596,999 2,892,534 1,610,970 |
(227,010) 6,006,396 (27,568) 8,914,388 (1,646,819) |
|
19,126,015 |
13,019,387 |
|
48,343 (12,131) (20,374,773) 3,370,735 4,276,868 (41,869) 355,366 |
(64,739) (26,239) (31,253,048) 2,366,838 1,638,197 (30,129) 581,934 |
|
(12,377,461) |
(26,787,186) |
|
6,748,554 |
(13,767,799) |
|
10,294,272 |
(8,957,392) |
|
17,478,142 2,269,550 (864,916) (1,861,137) |
723,306 2,942,046 (944,491) (1,904,967) |
|
17,021,639 |
815,894 |
Please refer to consolidated financial statements.
(English Translation of Financial Report Originally Issued in Chinese)
INVENTEC CORPORATION AND ITS SUBSIDIARIES Consolidated Statements of Cash Flows (CONT'D)
For the Years Ended December 31, 2015 and 2014
(Amounts 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 repayments of bond investment without active market Acquisition of financial assets at cost Proceeds from disposal of financial assets at cost Proceeds from capital reduction of financial assets at cost Acquisition of investments accounted for using equity method Proceeds from disposal of investments accounted for using equity method Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Acquisition of intangible assets Net cash inflows from business combination (Increase) decrease in other non-current assets Net cash flows from (used in) investing activities Cash flows from financing activities� Decrease in short-term borrowings (Repayments) proceeds from long-term debt Increase in other non-current liabilities Cash dividends paid Change in non-controlling interests Net cash flows used in financing activities Effect of exchange rate changes on cash and cash equivalents Net decrease in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period |
2015 | 2014 (33,777,739) 29,491,624 6,650 208,740 (144,403) 1,268 - (939) 67,329 (4,781,393) 93,680 (378,368) - 438,857 |
|---|---|---|
| (23,452,524) 28,952,230 35,371 - (55,595) - 88,354 (367,399) - (3,762,999) 250,519 (239,988) 1,305,370 (145,720) |
||
2,607,619 |
(8,774,694) |
|
(8,351,998) (4,659,943) 13,762 (6,278,081) 249,395 |
(9,035,069) 1,982,345 19,090 (5,739,960) 19,175 |
|
(19,026,865) |
(12,754,419) |
|
(1,210,503) (608,110) 37,731,741 |
1,512,290 (19,200,929) 56,932,670 |
|
$ 37,123,631 |
37,731,741 |
Please refer to consolidated financial statements.
Appendix 5
Inventec Corporation Profit Distribution Table
Year 2015
| Unit: NTD� Total amount 1,141,201,265 (47,868,839) (127,199,126) 966,133,300 5,563,632,731 (556,363,273) 5,973,402,758 (5,022,465,092) 950,937,666 |
|
|---|---|
| Items: | Total amount |
| Beginningretained earnings | 1,141,201,265 |
| Less: Defined benefit plans revaluation | (47,868,839) |
| Less: Changes in equityof affiliated companies | (127,199,126) |
| Retained earnings after adjustment | 966,133,300 |
| Add: Net profit after tax | 5,563,632,731 |
| Less: 10% legal reserve | (556,363,273) |
| Distributable net profit | 5,973,402,758 |
| Distributable items: Cash Dividend to shareholders (NT$1.4 per share) |
|
| Unappropriated retained earnings | 950,937,666 |