Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

INX Annual Report 2016

Jul 5, 2017

52330_rns_2017-07-05_1df35b16-3bbb-41d5-a431-73fd0879fa8f.pdf

Annual Report

Open in viewer

Opens in your device viewer

Stock Code: 3481

Innolux Corporation 2016 Annual Report

Notice to readers

This English-version annual report is a summary translation of the Chinese version and is not an official document of the shareholders’ meeting. If there is any discrepancy between the English version and Chinese version, the Chinese version shall prevail.

Taiwan Stock Exchange Market Observation Post System: http://mops.twse.com.tw Innolux Annual Report is available at: http://www.innolux.com Printed on April 30, 2017

A. Spokesperson & Deputy Spokesperson information.

Spokesperson Name: Chih-Hung Shiao Title: President&COO Tel: 886-37-586000 E-mail: [email protected]

Deputy Spokesperson Name: Chien-Lang Lo Title: General Director Tel: 886-37-586000 E-mail: [email protected]

B Headquarters, Branches and Plant.

Headquarters: No.160, Kesyue Road, Jhunan Township, Miaoli County, Hsinchu Science Park Branch: No.21 Zidong Road, Fenghuali, Xinshi District, Tainan City

Tel: 886-37- 586000 Tel: 886-6- 5889998

Plant

Fab T1: No.160, Kesyue Road, Jhunan Township, Miaoli County, Hsinchu Science Park Tel: 886-37- 586000 Fab T2: No.168, Kesyue Road, Jhunan Township, Miaoli County, Hsinchu Science Park Tel: 886-37- 586000 Fab T3: No. 12, Kejung Road, Jhunan Township, Miaoli County, Hsinchu Science Park Tel: 886-37- 586393 Fab A: No.1, Ciye Road, Sinshih District, Tainan City, Southern Taiwan Science Park Tel: 886-6-5051881 Fab B: No.2, Sect. 2, Huansi Road, Sinshih District, Tainan City, Southern Taiwan Science Park Tel: 886-6-5051889 Fab C: No.12, Nanke 8th Road, Shanhua District, Tainan City, Southern Taiwan Tel: 886-6-5051880 Fab D: No.3, Sect. 1, Huansi Road, Sinshih District, Tainan City, Southern Taiwan Science Park Tel: 886-6-5051888 Fab F: No.11, Luke 10th Road, Kaohsiung City, Southern Taiwan Science Park Tel: 886-7-6278888 Fab L6: No.11, Luke 10th Road, Kaohsiung City, Southern Taiwan Science Park Tel: 886-7-6278888 STSP Touch Fab : No.12, Nanke 8th Road, Shanhua District, Tainan City, Southern Taiwan Science Park Tel: 886-6-5051880 Touch Module Fab : No. 12, Nanke 8th Road, Shanhua District, Tainan City, Southern Taiwan Science Park Tel: 886-6-5051880

C. Stock Transfer Agent

Grand Fortune Securities Co., Ltd.

Address: 6th Floor, No.6, Sec. 1 Zhongxiao W Rd., Zhongzheng Dist., Taipei City 10041, Taiwan Website: http://www.gfortune.com.tw

Tel: 886-2-23711658

D. Auditors

PricewaterhouseCoopers Auditors: Han-Chi Wu, Sheng-Chung Hsu Address: 27th Floor, 333 Keelung Rd, Sec. 1, Taipei, Taiwan Website: http://www.pwc.tw Tel.: 886-2-27296666

E. Overseas Securities Exchange

Luxembourg Stock Exchange Disclosed information can be found at http://www.bourse.lu

F. Corporate Website: http://www.innolux.com

Contents

Contents Contents
I. Letter to Shareholders .............................................................................................................. 1
1.1 2016 Operating Report ...................................................................................................... 1
1.2 Business Plan for 2017 ...................................................................................................... 2
II. Company Profile ....................................................................................................................... 3
2.1 Date of Incorporation: January 14 2003 ............................................................................ 3
2.2 Company History .............................................................................................................. 3
III. Corporate Governance Report ................................................................................................ 9
3.1 Organization ...................................................................................................................... 9
3.2 Directors and Management Team ................................................................................... 11
3.3 Remuneration of Directors, Supervisors, President, and Vice President ........................ 19
3.4 Implementation of Corporate Governance ...................................................................... 26
3.5 Information Regarding the Company’s Audit Fee and Independence ............................ 49
3.6 Replacement of CPA: ...................................................................................................... 49
3.7 The Company’s chairman, general manager, or any managerial officer in charge of
finance or accounting matters has in the most recent year held a position at the
accounting firm of its CPA or at an affiliated enterprise: ................................................ 49
3.8 Changes in Shareholding of Directors, Managers and Major Shareholders ................... 50
3.9 Relationship among the Top Ten Shareholders ............................................................... 51
3.10 Ownership of Shares in Affiliated Enterprises ................................................................ 52
IV. Capital Overview .................................................................................................................... 54
4.1 Capital and Shares ........................................................................................................... 54
4.2 Bonds............................................................................................................................... 61
4.3 Preferred Shares:. ............................................................................................................ 61
4.4 Global Depository Receipts ............................................................................................ 62
4.5 Employee Stock Options ................................................................................................. 63
4.6 Issuance of New Restricted Employee Shares ................................................................ 65
4.7 Status of New Share Issuance in Connection with Mergers and Acquisitions:. ............. 67
4.8 Financing Plans and Implementation:. ............................................................................ 67
V. Operational Highlights ........................................................................................................... 68
5.1 Business Activities .......................................................................................................... 68
5.2 Market and Sales Overview ............................................................................................ 76
5.3 Human Resources ............................................................................................................ 83
5.4 Environmental Protection Expenditures ......................................................................... 83
5.5 Labor Relations ............................................................................................................... 84
5.6 Important Contracts ......................................................................................................... 88
VI. Financial Information ............................................................................................................ 90
6.1 Five-Year Financial Summary......................................................................................... 90
6.2 Five-Year Financial Analysis .......................................................................................... 95
6.3 Audit Committee Report in the Most Recent Year ......................................................... 99
6.4 Consolidated Financial Statements for the Years Ended December 31, 2016 and
2015, and Independent Auditors’ Report....................................................................... 100
6.5 Financial Statements for the Years Ended December 31, 2016 and 2015, and
Independent Auditors’ Report ....................................................................................... 100
6.6 Disclosure of the Impact on Company’s Financial Status Due to Financial
Difficulties:.................................................................................................................... 100
VII. Review of Financial Conditions, Operating Results, and Risk Management ................. 101 Review of Financial Conditions, Operating Results, and Risk Management ................. 101
7.1 Analysis of Financial Status .......................................................................................... 101
7.2 Analysis of Financial Performance ............................................................................... 102
7.3 Analysis of Cash Flow .................................................................................................. 103
7.4 Major Capital Expenditure Items .................................................................................. 103
7.5 Investment Policy in Last Year, Main Causes for Profits or Losses, Improvement
Plans and the Investment Plans for the Coming Year ................................................... 103
7.6 Analysis of Risk Management ...................................................................................... 103
7.7 Other Important Matters: ............................................................................................... 107
VIII. Special Disclosure ................................................................................................................. 108
8.1 Summary of Affiliated Companies ................................................................................ 108
8.2 Private Placement Securities in the Most Recent Years: ............................................... 117
8.3 Shares in the Company Held or Disposed of by Subsidiaries in the Most Recent
Years:. ............................................................................................................................ 117
8.4 Special Notes:. ............................................................................................................... 117

IX. Materially might affect shareholders' equity or the price of the company's securities, has occurred during the most recent fiscal year or during the current fiscal year up to the date of printing of the annual report, such situations shall be listed one by one: .......... 118

I. Letter to Shareholders

1.1 2016 Operating Report

The political and economic environment changed drastically worldwide in 2016, including the crisis in the Middle East triggering the influx of refugees that affected the Middle East and then extended to the European continent and the world, the United Kingdom's European Union membership referendum, and Mr. Donald Trump’s winning the US presidential election in November that had caused changes to the Trans-Pacific Strategic Economic Partnership Agreement (TPP) and the Transatlantic Trade and Investment Partnership (TTIP). The terminal consumer market experienced an economic downturn in 2016; however, the economic activity will be accelerated in 2017 and 2018, especially in emerging markets and developing economies. If the policy stimulus efforts of the United States or China can be greater than expected, the accelerated development of global economic activity will be enhanced. However, the global economy has faced a number of possible negative risk factors, including: turning to a closed economic policy and protectionism, worse deflation of the global financial environment than expected, the interaction of balance sheets arising from weak economies in the Euro zone and emerging markets, geopolitical tensions intensified, and significant decline of economic growth in China.

As for the product application market, LCD TV remains the mainstream TV specification on the market, and specifications and technology will be improved continuously; also, the large size of driver products, high-resolution (4K2K), and penetration rate improvement will help activate the momentum of sales. In terms of information products, this includes Notebook computers and computer display screens with the specifications upgraded continuously towards the trend of thin, high-resolution, wide viewing angle, and narrow frame, combined with the customer’s machine innovation, emphasizing the thin and light features of portable computers, as well as high-performance features to activate the demand for information product replacement. In terms of smart phone products, although facing the challenge from the AMOLED (organic light display) technology, the LCD technology has stable yield rate and constant product specifications refinement; therefore, both LTPS (low temperature polysilicon) and a-Si (amorphous silicon) technologies will continue to take up high market share with advanced and moderate specifications.

In this competitive industry, facing such difficulty of the macroeconomic environment and uncertainty of the market, we not only worked accurately and reacted quickly but also made maximum use of resources and created high adding value. Due to the earthquake Feb.2016 the achievement was not good as first half year of 2016, under the full effort of our management team, we reached to a good result. In 2016 our consolidated revenue was NT$ 287.1 billion, gross profit was NT$26.1 billion, net operating income was NT$6.4 billion, annual profit after tax was NT$1.87 billion, and the annual earnings per share is NT$0.19.

In view of the future, our operation team and all of our employees will continue to endeavor, to concentrate, and to innovate for the best interest of our shareholders.

(I) Result of Business Plan

  • In 2016 our consolidated revenue was NT$ 287,089,277 thousands, which decreased NT$77,043,707 thousands or 21% by compared with the 2015 yearly revenue of NT$ 364,132,984 thousands. In 2016 our annual profit after tax which belonged to mother company was NT$1,870,687 thousands, and the annual earnings per share is NT$0.19

(II) Budget Implementation

No financial forecast disclosed for 2016, therefore not applicable to disclose budget implementation.

1

(III) Financial Analysis from 2015 to 2016

Item 2015 2016
Finacial
Structure Analysis
Debt to Asset Ratio(%) 40.05 39.16
Long-term Capital to property, plant and
equipment(%)
138.84 126.79
Debt-paying
ability
Current Ratio(%) 125.70 109.32
Quick Ratio(%) 97.37 87.84
Times Interest Earned(Times) 9.68 6.71
Profitability Return on Assets(%) 2.81 0.68
Return on Shareholders’ equity (%) 4.69 0.82
Operating Income to Paid-in Capital Ratio
(%)
22.54 6.44
Pre-tax Income to Paid-in Capital Ratio(%) 14.93 5.02
Net Margin(%) 2.97 0.65
Basic after-tax EPS(NT$) 1.09 0.19

(IV) Research and development

Our R&D in display technology will continue to help our clients improve competitiveness, meet market demand, and be friendly to the environment. We believe the developing directions, including eco-friendly materials, low power consumption, high pixel, high saturation, ultra thin, narrow border, good dynamic performances, touch, wide viewing angle and service integration in all aspects, will achieve remarkable results.

To enhance our overall competitiveness, we proactively developed new technique and new products such as high flexible IGZO AMOLED panel, MicroLED, touch point integration technique; wide color gamut monitor, middle-and-large-sized touch panel and we’ve obtained substantial results. This helps us to stand out and keep our leading position in the keen competitive industry environment.

1.2 Business Plan for 2017

(I) Profitability increase

Vertical Integration and increase products Value-Added

(II) Efficiently,High qulity,Improvement of technique :

  1. Maintain yield before mass production, and continued improvement

  2. Autonomation to SmartAuto

  3. Continue to promote industry 4.0 via statistic analysis of data.

(III) G8.6/LTPS expansion results

Planning annual production and sales plans and reach the goal.

(IV) Lean Human Resource

Effective HR arrangement to Enhance competitiveness

  • (V) Taps new resources and control&reduce expenses

In year 2017, the entire staff will also to fully devote themselves to work. Please continue to give us your support and encouragement. Lastly, I wish everyone a good health and the best of luck. Thank you. Lastly, I wish everyone a good health and the best of luck. Thank you.

Chairman: Jyh-Chau Wang Manager: Jyh-Chau Wang Chief Accountant: Chin-Yuan Chang

2

II. Company Profile

II. Company Profile II. Company Profile
2.1
Date of Incorporation: January 14 2003
2.2
Company History
January 2003 Inception and registration of the Company
March 2003 Invested in a subsidiary, Innolux Holding Ltd.
May 2003 Ground breaking ceremony for the TFT and Color Filter Plant In Jhunan
August 2003 The TFT and Color Filter Plant In Jhunan commenced construction
March 2004 Entered into a 7-year NT$20 billion syndicated loan contract with a syndicate including Bank of
Communications
June 2004 Machinery installation started in the TFT factory and Color Filter Plant In Jhunan
September 2004 Birth of the first TFT-LCD panel
October 2004 Invested in Innocom Technology (Shenzhen) Ltd. in China
January 2005 Public issuance of the Company’s shares approved by the Financial Supervisory Commission
February 2005 Invested in Innolux Corporation Ltd. in the U.S.
March 2005 Obtained ISO 9001 certification
Granted the “2005 Outstanding Award in Makingthe Science Park Green by Planting Trees” by the
Science Park Administration
July 2005 Registered as an emerging stock on the GreTai Securities Market
Obtained ISO 14001 and OHSAS 18001 certifications
August 2005 Ranked 51st nationwide in actual import/export performance in 2004
Granted the Excellent Award in Import/Export Performance by the Ministry of Economic Affairs
and Bureau of Foreign Trade
November 2005 Recognized as an outstanding waste disposal model factory by the Environmental Protection
Administration, Executive Yuan
December 2005 Recognized as an Occupational Safety and Health Administration Voluntary Protection Unit by the
Council of Labor Affairs, Executive Yuan
October 2006 Shares became listed on the Taiwan Stock Exchange on 24 October
November 2006 The Board passed the resolution of merging with Jemitek Electronics Corp. on 21 November
March 2007 Completed merger with Jemitek Electronics Corp.
June 2007 Invested in InnoJoy Investment Corporation
August 2007 Invested in InnoFun Investment Corporation
November 2007 Global Deposit Receipts became listed on the London Stock Exchange on 7 November
June 2008 Topping out ceremony for the sixth generation factory of the Company
July 2008 Granted the “Outstanding Award in Making Green by Planting Trees” by the Science Park
Administration
Recognized as one of the TOP 10 Leading Companies among the “Taiwan Technology Top 100”
Ranked sixth among Deloitte Technology FAST50 Taiwan in terms of profit growth
September 2008 Entered into a 5-year NT$24 billion and US$200 million syndicated loan contract with a syndicate
of 20 banks including Mega International Commercial Bank
Selected as one of the 12 units in the national industrial group by the Water Assessment Programme
organized by the Ministry of Economic Affairs
October 2008 Received the Bronze Award of the National QCC Competition from the Corporate Synergy
Development Center of the Industrial Development Bureau, Ministry of Economic Affairs
Granted the 2008 Excellence Award in Recycling and Reducing Waste Production by the
Environmental Protection Administration, Executive Yuan

3

November 2008 Recognized as a nationwide friendly workplace in 2008 by the Council of Labor Affairs, Executive
Yuan
December 2008 Granted the 2008 Outstanding Water Conservation Award by the Water Resources Agency, Ministry
of Economic Affairs
Honored with the "2008 Taiwan CSR Awards-Silver Award" by the Taiwan Institute for Sustainable
Energy
February 2009 Innolux Display’s Fab T1 passed and obtained the Taiwan Occupational Safety and Health
Management System (TOSHMS) certification
April 2009 Innolux Display’s Fab T1 was granted the excellent award in achieving zero work accident hours by
the Council of Labor Affairs
May 2009 Innolux Display’s Fab T2 obtained ISO 9001/ISO 14001/OHSAS 18001/QC 080000 4-in-1
management system certification
June 2009 Granted the 2008 excellent personnel award by the National Labor Safety and Health Partnership of
the Council of Labor Affairs
September 2009 Issued the 2008 Sustainability Report of Innolux Display
Innolux Display’s Fab T0, T1, and T2 obtained the TS 16949 quality system certification
October 2009 Innolux Display announced a merger with TPO Displays Corp.
Honored with the “Energy Conservation Outstanding Innovation Award” by the Bureau of Energy,
Ministry of Economic Affairs
November 2009 Innolux Display announced a merger with Chi Mei Optoelectronics Corporation
Entered into an NT$48 billion syndicated credit facility with a syndicate of 19 banks including
Mega International Commercial Bank
Received two Bronze Awards of the National QCC Competition from the Corporate Synergy
Development Center of the Industrial Development Bureau, Ministry of Economic Affairs
Granted the excellent award in low carbon production and waste reduction by the Industrial
Development Bureau, Ministry of Economic Affairs
December 2009 Innolux Display was honored with the "2009 Taiwan CSR Awards-Bronze Award" for its 2008
Sustainability Report by the Taiwan Institute for Sustainable Energy
Received the outstanding award in the “2009 Outstanding Energy Saving Companies Selection”
from the Science Park Administration
Recognized as the Best Managed Company in Taiwan by Asiamoney
Granted the excellence award in environmental protection by the Science Park Administration
January 2010 Obtained “Labeling of Energy Saving Action” from the Environmental Protection Administration
February 2010 Granted the excellent award for outstanding achievement on training and management for
occupational health by the Council of Labor Affairs, Executive Yuan
March 2010 Completed the merger with Chi Mei Optoelectronics and TPO Displays
Innolux Display renamed as Chimei Innolux
Granted the outstanding performance award in occupational safety and health on the occasion of the
2009 Nationwide Occupational Safety and Health Week, held by the Council of Labor Affairs,
Executive Yuan
May 2010 Winner of Taiwan's Environmental Protection Administration's 2009 Enterprise Green Procurement
Performance Award
Recognized as an outstanding unit in achieving zero work accident hours by the Council of Labor
Affairs, Executive Yuan
June 2010 18.5-inch LCD panel is awarded 2009 FPD green quality certification
42-inch 120Hz+ MEMC is awarded the best integrated LCD panel at the Taiwan Gold Panel Awards
2010 with the 13 th Annual Outstanding Optoelectronics Product Awards
September 2010 Awarded the Outstanding Energy Conservation Award by the Department of Energy, Ministry of
Economic Affairs
October 2010 Passed DNV third-party independent verification for its 18.5-inch LCD flat panel monitor

4

(M185B1-L02), making CMI the first panel maker to receive a supply chain “water footprint”
verification statement, Granted “the Excellent Environmental Protection Award” by the Science
Park Administration
November 2010 Granted the 2010 excellence award in recycling and reducing waste production by the
Environmental Protection Administration
Completed the merger with Chi Mei Energy
December 2010 Granted “the 2010 Outstanding Energy Saving Award” by the Science Park Administration
Granted “the Excellent Award in Low-Carbon Management” by the Science Park Administration
Granted “the 2010 Outstanding Award in Making Green by Planting Trees” by the Science Park
Administration
January 2011 Became the first manufacturer to obtain “water footprint” verification for its product supply-chain
with regard to its desktop LCD monitors and LCD TVs
Feburary 2011 Honor Light Services Limited revoked
March 2011 2.65-inch and 5.3-inch Memory-In-Display (Midis) technology, which was a new energy-saving
panel technology, obtained the Best Paper Award of the 17th IDW (International Display
Workshops), Japan
April 2011 Honored with the 2011 Taiwan Excellence Gold Awards for its ultra-thin 13.3-inch HD notebook
display module
May 2011 Kobe site was awarded the Best Safety & Hygiene Company by the Safety Management Committee
of Kobe, Japan.
Chi Mei Energy Netherlands revoked
June 2011 Won the Outstanding Photonics Product Award 2011 for its 21.5-inch PCT (Projected Capacitive
Touch) display module by the Photonics Industry & Technology Development Association (PIDA).
Honored with the “2011 Contribution to Job Creation” award by the Ministry of Economic Affairs
and Council of Labor Affairs, Executive Yuan
August 2011 Ranked third among the “2010 Outstanding Export Growth Companies” by the Bureau of Foreign
Trade, Ministry of Economic Affairs
September 2011 Granted the 2010 Enterprise Green Procurement Performance Award by the Environmental
Protection Administration, Executive Yuan
October 2011 STSP Branch was honored with the “Jin-Jhan Award” by the Council of Labor Affairs, Executive
Yuan.
Honored with “National Industrial Safety and Health Award” by the Council of Labor Affairs,
Executive Yuan
April 2012 Entered into the Joint Debt Restructuring Agreement with the syndicate
June 2012 Won the Outstanding Photonics Product Award 2012 for its 50-inch 3D Direct-Type LED panel by
the PIDA.
August 2012 Honored with the “Taiwan Excellence Silver Award” for its 23.6-inch USB super energy-saving
LCD screen
September 2012 Recognized as an outstanding unit for hiring disabled persons by surpassing the target
Granted the 2011 Enterprise Green Procurement Performance Award by the Environmental
Protection Administration, Executive Yuan and the only panel factory granted the award for four
consecutive years and fulfilling its responsibility of a sustainable environmental protection
enterprise
Chi Mei Optoelectronics UK Limited revoked
December 2012 Changed its name to “群創光電股份有限公司” with the English name of “Innolux Corporation”
January 2013 Global depository receipts listed and traded on the Luxembourg Stock Exchange on 23 January
Merger of the subsidiaries InnoJoy Investment Corporation and InnoFun Investment Corporation, in
which InnoJoy Investment Corporation was the surviving company
Eastern Vision Co., Ltd. liquidated

5

March 2013 Toptch Trading Limited liquidated
Dragon Flame Industrial Ltd. liquidated
April 2013 Nanhai Plant took the lead in obtaining the first MFCA material flow cost accounting certification in
the world
The Company’s 65-inch 4K2K TV module was awarded the 21st “Taiwan Excellence Gold Award”
The Company’s 4.3-inch active organic light emitting display (TRUEOLED) was awarded the 21st
“Taiwan Excellence Silver Award”
The Company's 50-inch ultra-high resolution (4K2K) thin narrow frame LCD TV module was
awarded the 21st "Taiwan Excellence Award"
The Company’s 30-inch six million pixel medical monitor was awarded the 21st "Taiwan
Excellence Award"
The Company’s 5-inch Full HD LCD panel module was awarded the 21st "Taiwan Excellence
Award"
The Company’s 3.4-inch active organic light emitting display was awarded the 21st "Taiwan
Excellence Award"
June 2013 The Company's 65-inch ultra-high resolution thin narrow frame LCD TV module was recognized by
the 16th “Annual Outstanding Optoelectronics Products Awards”
Granted the first “National Environmental Education Award – Excellence Award for Private
Enterprises Group” by the Environmental Protection Administration
Innocom Technology (Jiashan) Co., Ltd. liquidated
September 2013 Ningbo Chi Mei Electronics Ltd. renamed as Ningbo Innolux Optoelectronics Ltd.
Nanhai Chi Mei Optoelectronics Ltd. renamed as Ningbo Innolux Technology Ltd.
Ningbo Chi Hsin Electrics Ltd. renamed as Ningbo Innolux Display Ltd.
Ningbo Chi Mei Logistics Corp renamed as Ningbo Innolux Logistics Ltd.
October 2013 The Company’s “Intelligent Automation” team was granted the “Annual Innovative Pilot Award” of
the Industry Innovation Award for theone-stop touch innovative operating model by the Ministry of
Economic Affairs
Foshan Chi Mei Logistics Co., Ltd. renamed as Foshan Innolux Logistics Co., Ltd.
TPO Displays (Nanjing) Ltd. renamed as Nanjing Innolux Optoelectronics Ltd.
November 2013 Awarded the 2013 Green Building Gold Mark by the Ministry of Economic Affairs
Awarded the “Premium” honor of the 2013 Taiwan CSR Awards
Full Lucky Investment Limited liquidated
December 2013 Selected as an outstanding water saving unit for 2013 by the Water Resources Agency of the
Ministry of Economic Affairs
Dongguan Chi Hsin Electrics Ltd. liquidated
TPO Displays (Shanghai) Ltd. renamed as Shanghai Innolux Optoelectronics Ltd.
Global Deposit Receipts listed on the London Stock Exchange delisted
January 2014 Plant T1 and Plant B, D, TOC, F (Tainan) awarded Health Promotion Label of Healthy Workplace
Certification
Ningbo site awarded Safe Standard Level 2 Corporation
Chi Mei Optoelecttonics (Singapore) Pte. Ltd. liquidated
Sonic Trading Limited liquidated
Innocom Technology (Xiamen) Co., Ltd. liquidated
Merger of Nanhai Chi Mei Electronics Ltd. and Nanhai Chi Mei Optoelectronics Ltd., in which
Nanhai Chi Mei Electronics Ltd. was the surviving company
February 2014 Foshan site awarded as an Advanced Corporation in Promotion of Environmental Protection in
Si-shan town
Ningbo site awarded as an Advanced Corporation in Safe Production and Workplace in Ningbo City
2013
March 2014 Honored with the Healthy Corporation Award for the 2014 Southern Science Park Ecological and

6

Humanistic Marathon
April 2014 Nanhai Chi Mei Electronics Ltd. renamed as Foshan Innolux Optoelectronics Ltd.
Honored with the Taiwan Excellence Sliver Award for its 65-inch ultra-high-analytic 3D TV panel
Awarded a certificate of recognition for offering disability employment opportunities to realize
corporate social responsibilities by the Southern Taiwan Science Park Administration, Ministry of
Science and Technology
Innolux’s 28-inch 4K2K and 23.6-inch touch panel won the“Taiwan Excellence Silver Award”
September 2014 Chi Mei Optoelectronics USA, Inc. renamed as Innolux Optoelectronics USA, Inc.
TPO Displays USA Inc. renamed as Innolux Technology USA Inc.
October 2014 TPO Displays Japan K.K. renamed as Innolux Technology Japan Co.,Ltd.
November 2014 Chi Mei Optoelectronics Europe B.V. renamed as Innolux Optoelectronics Europe B.V.
TPO Displays (Shinepal) Ltd. renamed as Nanjing Innolux Technology Ltd.
Chi Mei Optoelectronics Japan Co., Ltd. renamed as Innolux Optoelectronics Japan Co.,Ltd.
TPO Displays Hong Kong Ltd renamed as Innolux Hong Kong Ltd.
December 2014 Health Management Award and Nutrition Health Award by the Health Promotion Administration
Granted 2014 Taiwan Sustainable Development Awards by National Council for Sustainable
Development
TPO Displays Hong Kong Holding Ltd. renamed as Innolux Optoelectronics Hong Kong Holding
Ltd.
TPO Hong Kong Holding Ltd. renamed as Innolux Hong Kong Holding Ltd.
TPO Displays Europe B.V. renamed as Innolux Technology Europe B.V.
February 2015 Signed an agreement for a syndicated credit line of NT$68.5B with Bank of Taiwan and 15 other
banks
Innocom Technology (Chengdu) Co., Ltd. revoked
March 2015 The company terminated the debt restructuring negotiation and canceled the debt negotiations
Honored with the Enterprise Innovation Award of Excellence
April 2015 The Company’s 100% high color saturation 4K2K TV module was awarded the 21st “Taiwan
Excellence Gold Award”
Awarded a certificate of recognition for social responsibilities by the Global Views
July 2015 Innolux as an outstanding import/export company honored The Best Contribution Award of the
MOEA's Award for International Trade 2015
August 2015 Foshan Innolux Optoelectronics Ltd was awarded International Carbon-Value Award in China
September 2015 Innolux named to Dow Jones Sustainability World Index
October 2015 Awarded the Outstanding Energy Conservation Award 2015 by the Department of Energy, Ministry
of Economic Affairs
Completed the merger with Chi Mei EL corporation
November 2015 Inception and registration of Ningbo Innolux Electronics Ltd
Innolux marked 100 in disclosure score and listed as CDLI (Carbon Disclosure Leadership Index)
2nd year in a row in CDP.
Innolux honored 2015 Taiwan Corporate Sustainability Report Award-Gold Award.
Gold union investments Limited liquidated
Awarded the MOL TTQS Silver award
June 2016 Ningbo site was awarded an Outstanding Foreign Company Contribution Award by China Zhejiang
Invesetment and Trade Symposium.
July 2016 Awarded Award for International Trade for consecutive 6 years and Target Market Contribution
Award, the only multiple winner in 2016
Fab 8 awarded "Best Performance in Water-Saving Unit" by the Water Resources Agency, Ministry
of Economic Affairs.

7

October 2016 Fab3 and T2 plant passed the Green Factory-Clean Production Certification of Industrial
Development Bureau, Ministry of Economic Affairs.
November 2016 Awarded Taiwan Corporate Sustainability Awards-- Corporate Sustainability Report Golden Awards
of ICT group.
Awarded Taiwan Corporate Sustainability Awards--Sustainable Water Management Awards for its
outstanding water management performance
December 2016 Innolux was granted the Innovative Product Awards by Hsinchu Science Park for its automotive
display technologies: S Shape Display, 1-axis Curve Display, Curve with Touch Display
Merger of the subsidiaries Ningbo Innolux Display Ltd. and Ningbo Innolux Technology Ltd., in
which Ningbo Innolux Display Ltd. was the surviving company
Feburary 2017 Honored with Taiwan Excellence Achievement Award and Taiwan Excellence Gold Award
Asiaward Investment Limited liquidated
Ningbo Innolux Logistics Limited liquidated
March 2017 Main Dynasty Investment Limited liquidated
Sun Dynasty Development Limited liquidated

8

III. Corporate Governance Report

3.1 Organization

3.1.1 Organization Chart

==> picture [511 x 351] intentionally omitted <==

9

3.1.2 Major Corporate Functions

Department Functions
President’s Office Manage the businesses of the Company according to the resolutions passed by the
shareholders’ meetings and the Board of directors
Auditor's Office Responsible for assessing the soundness of the internal control system and all the
standards, checking whether the internal control system is operating effectively on a
continual basis, measuring the operating results of the departments and providing
improvement recommendations for efficient operation.
Mobile Device Center Responsible for the sales, marketing, and product development of LCD wireless
communication and audio-visual systems as well asproduction ofpanelproduction.
AII Product Center Responsible for market development,customers service and development,test new
technologis and newprocesses of AIIproducts.
TV Product Center Responsible for market development,customers service and development,test new
technologis and newprocesses of TVproducts.
TechnologyDevelopment Center Develop,improve,verify,and test new technologies and newprocesses.
LCD Panel ManufacturingCenter Responsible for theproduction of large-size LCDpanelproducts.
Module ManufacturingCenter Responsible for theproduction of LCD moduleproducts.
Quality Management Center Responsible for the quality management of the Company,providing the best and the
most efficient quality management services (including quality control, product
quality guarantee, quality system, and documentary management); and promoting
the concept of totalqualitycontrol.
Business Management Center Responsible for the operation and management, industrial engineering and
information system of the Company,profits and losses of cost accounting, business
strategy consultation, work-flow efficiency improvement, capacity expansion
planning, production efficiency enhancement, hardware and software infrastructure,
and information system construction.
Strategic Procurement Center Responsible for the overall procurement strategy of the Company, strategic planning
of important parts and components, material preparation for the introduction of
products and standardized cost management.
Human Resources Management
Center
Responsible for overall human resources policy, promotion of talent selection,
education, deployment and retention, employee communications, general
administration and corporate social responsibilities,etc.
Finance & Accounting Center Coordinate the capital operating system of the Company, provide financial and
accounting information, manage investment plans and risk aversion, and manage
overall financial,investment,stock,accounting,and tax matters.
Environmental & Safety Division Responsible for handling company-wide issues including environmental protection,
occupational safety, damage prevention, and risk control of the factories, staff
health management and workplace improvement, and greenhouse gas reduction;
implementing and managing the environmental safety and health policies of the
Company.
Legal Affair Division Responsible for drafting and reviewing contracts; providing business-related legal
consultation services; and coordinating local and international intellectual property
matters of the Company.

10

3.2 Directors and Management Team

3.2.1 Directors

April 22, 2017;Shares

April 22,2017;Shares April 22,2017;Shares April 22,2017;Shares
Title Nationality/
Place of
Incorporation
Name (Note 1) Gender Date
Elected
(Note2)
Term
(Y)
Date First
Elected
Shareholding
when Elected
Current
Shareholding
Spouse &
Minor
Shareholding
Shareholding
by Nominee
Arrangement


Experience (Education)
Other
Position
Executives, Directors
who are spouses or
within two degrees of
kinship
Shares Shares Shares Shares Title Name Relation
Chairman TW Jialian Investment Co., Ltd. 2016/6/24 3 2012/6/29 10,672,661 0.11 10,672,661 0.11
TW Representative :
Jyh-Chau Wang
M 2012/6/29 N.A. 912,067 0.01 607 M.S., Materials Engineering,
National Tsing-Hua University
Vice President, Chi Lin
Technology Co., Ltd.
Deputy Plant Director, Unipac
Optoelectronics Corp.
Associate Research Fellow,
Material Research
Laboratories, Industrial
TechnologyResearch Institute
Note 3
Institutional
Director
TW Hyield Venture Capital Co.,
Ltd
2016/6/24 3 2002/11/21 176,311,219 1.77 176,311,219 1.77
TW Representative : Te-Tsai Huang M 2002/11/21
(Note 4)
N.A. 212,619 Graduated from National Chiao
Tung University
Manager, Philips Taiwan Ltd.
CFO, Vanguard International
Semiconductor Corporation
CFO, Foxconn Precision
Components Co., Ltd.

Note 4
Institutional
Director
TW I-Chen Investment Ltd. 2016/6/24 3 2004/5/19 27,535,972 0.28 27,535,972 0.28
TW Representative : Chuang-Yi
Chiu
M 2016/6/24 N.A. Electrical Engineering, N TU
of Science and Technology
General Manager of Chunghwa
Picture Tubes, Ltd.

GM of Group
E ETVG of
Hon Hai
Precision
Industry Co.,
Ltd.

11

Title Nationality/
Place of
Incorporation
Name (Note 1) Gender Date
Elected
(Note2)
Term
(Y)
Date First
Elected
Shareholding
when Elected
Shareholding
when Elected
Current
Shareholding
Current
Shareholding
Spouse &
Minor
Shareholding
Spouse &
Minor
Shareholding
Shareholding
by Nominee
Arrangement
Shareholding
by Nominee
Arrangement


Experience (Education)
Other
Position
Executives, Directors
who are spouses or
within two degrees of
kinship
Executives, Directors
who are spouses or
within two degrees of
kinship
Executives, Directors
who are spouses or
within two degrees of
kinship
Shares Shares Shares Shares Title Name Relation
Institutional
Director
TW Innolux Education Foundation 2016/6/24 3 2016/6/24 594,310 0.01 594,310 0.01
TW Representative : Chin-Lung
Ting
M 2016/6/24 N.A. 1,087,063 0.01 M.S., Graduate Institute of
Electronics Engineering, NTU
Senior Consultant, Chi Lin
Technology Co., Ltd
Executive VP of Innolux Corp.
Note 5
Independent
Director
TW Chi-Chia Hsieh M 2016/6/24 3 2013/6/19 Ph. D of Mechanical
Engineering, Santa Clara
University, USA
Note 6
Independent
Director
TW Bo-Bo Wang M 2016/6/24 3 2012/6/29
(Note7)
Ph. D of Computer Science,
UCLA
Chairman and
CEO of Aetas
Technology
Incorporated
Independent
Director
HK Stanley Yuk Lun Yim M 2016/6/24 3 2013/6/19 High school graduated Note 8

Note 1:Existing Directors as of the date of the annual report.

Note 2:The 7 terms of BOD members reelected on 2016/6/24 and effective on 2016/7/1.

Note 3:CEO of Innolux Corporation

Concurrently as chairman of the board:Innolux Holding Ltd., Landmark International Ltd., Keyway Investment Management Ltd., Toppoly Optoelectronics (B.V.I.) Ltd., Innolux Hong

Kong Holding Ltd., Innolux Optoelectronics Hong Kong Holding Ltd., Innolux Hong Kong Limited, Bright Information Holding Ltd., Toppoly Optoelectronics (Cayman) Ltd., Leadtek Global Group Ltd., Yuan Chi Investment Co., Ltd.(Statutory representative)

Concurrently as director: InnoJoy Investment Corporation(Statutory representative), FI Medical Device Manufacturing Co. (Statutory representative)

Note 4:Elected as Innolux Corporation Supervisor on 2002/11/21 and 2010/6/29 and now as representative of Institutional Director

  • Concurrently as chairman of the board: Hyield Venture Capital Co., Ltd. (Statutory representative), Shenzhen R&R Information Technology Co., Ltd

  • Concurrently as director: Foxconn (Far East) Limited(HK)、Foxteq Holdings Inc.、Foxteq Integration,Inc.,HCM International Company, Beijing Tiger Tesco E-Commerce Co.,Ltd., Chengdu Jusda supply management Ltd.,Chengdu Tiger Tesco E-Commerce Co.,Ltd,Hangzhou Tiger Tesco E-Commerce Co., Ltd,Wuhan Tiger Tesco E-Commerce Co.,Ltd,Henan Chung Yuan finance management Limited,Fuxuntong Trading, ShenZhen, FuRuei International Investment,ShangHai ChiaMing Finance and Rental Limited,Zhengzhou Airport Economic Comprehensive Experimental Zone Chung Yuan Microfinance Limited.,Zhengzhou Airport Economy Zone occupational training school,HungChi International Investment (Statutory representative), HungChiau International Investment,; and Pao Shin International Investment Co., Ltd. (Statutory representative)

  • Concurrently as supervisor: HungJing International Investment (Statutory representative), LiYi International Investment (Statutory representative), HungYuan International Investment (Statutory representative), and Pan-International.

  • Note 5:Concurrently as chairman of the board: GIO Optoelectronics Corp. and Double star Inc.

  • Concurrently as director: Innolux Optoelectronics Japan

  • Note 6:Concurrently as chairman of the board: Microelectronics Technology Inc. IQE Taiwan Corporation, Jupiter Network Corp., Welltop Technology Co. Ltd, Jupiter Technology (Wuxi) Co., Ltd. Concurrently as independent director: AcBel Polytech Inc.

12

Concurrently as director: Asia Pacific Telecom(Statutory representative), China Synthetic Rubber Corp. (Statutory representative), E-ONE Moli Energy Corp. (Statutory representative), Advanced Wireless Semiconductor Company, Bright Led Electronics Corp., Kobrite Taiwan Corporation (Statutory representative), Advanced Crystal Application Technology, Inc. (Statutory representative), Sasson Capital (Statutory representative), Kopin Corporation, Inc.T’Cement(Statutory representative) The convener of the 11th supvervision meeting for the Allied Association for Science Park Industries

Note 7 :Elected as Innolux Corporation Independent Director on 2012/6/29 and relected again on 2016/6/24

Note 8 :A founder and Executive Director of S.A.S. Dragon Holding Limited, a member of Justices of Peace in the Government of the Hong Kong Special Administrative Region, the deputy chairman of Hong Kong Electronic Industry Association, a permanent Honorary President of Hong Kong Trade Services Council,the chairman of District Fight Crime Committee,Tsuen Wan District Office; a counselor for Coucil of Yan Chai Hospital,Chairman of Yan Chai Hospital SUS Kindergarten,a committee member of Political Consultative Conference Shanghai and Yunfu Committee; and a honoary member of Junior Police Call Committee, Tsuen Wan District.

13

Major shareholders of the institutional shareholders

Major shareholders of the institutional shareholders Major shareholders of the institutional shareholders
April 22,2017
Name of Institutional shareholders Major shareholders of the institutional shareholders
Jialian Investment Co.,Ltd. Super Venture Investments Limited, Samoa(100%)
Hyield Venture Capital Co., Ltd. Hon Hai Precision Components Co., Ltd. (97.95%), Pao Shin
International Investment Co.,Ltd.(2.05%)
I-Chen Investment Ltd. CompanyObjective Developments Limited,Samoa(100%)
Innolux Education Foundation N.A.

Major shareholders of the Company’s major institutional shareholders

April 22, 2017


April 22,2017
Name of Institutional Shareholders Major shareholders
Super Venture Investments Limited, Samoa Diamond Luck Enterprises Ltd(100%)
Hon Hai Precision Ind. Co., Ltd. (Note) Terry Tai-Ming Gou (9.36%), CTBC Terry Tai-Ming Gou Trust
account (2.89%), Citi Managed Government of Singapore Investment
accounts (1.91%), JPMorgan hosting Saudi-Arabia Central Bank
investment account (1.83%), Citigroup hosting Hon Hai Precision Ind.
Co. Ltd. Depositary Receipts account (1.59%), Standard Chartered
hosting Vatican Gardner emerging market equity index fund account
(1.39%), Citi Bank hosted Norges Bank Investment account (1.33%),
JPMorgan Managed Stichting Depositary APG investment account
(1.07%), JPMorgan Managed Advanced Stars advanced aggregate
International Equity Index(1.06%), Standard Chartered Hosting Fidelity
light called Trust: FidelityLow of shares of the Fund(1.05%)
Pao Shin International Investment Co., Ltd. Hon Hai Precision IndustryCo., Ltd.(100%)
Company
Objective
Developments
Limited,
Samoa

Perfect Impulse Investments Limited(100%)

Note: The information is derived from the close of registrar information of the company dated 24 April 2017.

14

Professional qualifications and independence analysis of directors

Professional qualifications and independence analysis of directors and independence analysis of directors and independence analysis of directors
Criteria
Name

Meet One of the Following Professional Qualification Requirements, Together with at
Least Five Years of Work Experience
Independence Criteria (Note) Number of Other
Public Companies in
Which the Individual
is Concurrently
Serving as an
Independent Director
An Instructor or Higher
Position in a Department of
Commerce, Law, Finance,
Accounting, or Other
Academic Department
Related to the Business Needs
of the Company in a Public or
Private Junior College,
College or University
A Judge, Public Prosecutor,
Attorney, Certified Public
Accountant, or Other
Professional or Technical
Specialist Who has Passed a
National Examination and
been Awarded a Certificate in
a Profession Necessary for the
Business of the Company
Have Work Experience
in the Areas of
Commerce, Law,
Finance, or
Accounting, or
Otherwise Necessary
for the Business of the
Company
1 2 3 4 5 6 7 8 9 10
Jialian Investment Co., Ltd.
Jyh-Chau Wang
V V V V V V V V
Hyield Venture Capital Co., Ltd
Te-Tsai Huang
V V V V V V V V V V
I-Chen Investment Ltd.
Chuang-Yi Chiu
V V V V V V V V V V
Innolux Education Foundation
Chin-LungTing
V V V V V V V V
Chi-Chia Hsieh V V V V V V V V V V V 1
Bo-Bo Wang V V V V V V V V V V V
Stanley Yuk Lun Yim V V V V V V V V V V V

Note:Please tick the corresponding boxes if directors or supervisors have been any of the following during the two years prior to being elected or during the term of office.

  1. Not an employee of the Company or any of its affiliates.

  2. Not a director or supervisor of the Company or any of its affiliates. The same does not apply, however, in cases where the person is an independent director of the Company, its parent company, or any subsidiary in which the Company holds, directly or indirectly, more than 50% of the voting shares.

  3. Not a natural-person shareholder who holds shares, together with those held by the person’s spouse, minor children, or held by the person under someone else's name(s), in an aggregate amount of 1% or more of the total number of outstanding shares of the Company or ranking in the top 10 in holdings.

  4. Not a spouse, relative within the second degree of kinship, or lineal relative within the fifth degree of kinship, of any of the persons in the preceding three subparagraphs.

  5. Not a director, supervisor, or employee of a corporate shareholder that directly holds 5% or more of the total number of outstanding shares of the Company or that holds shares ranking in the top five in holdings.

  6. Not a director, supervisor, officer, or shareholder holding 5% or more of the shares of a specified company or institution that has a financial or business relationship with the Company.

  7. Not a professional individual or an owner, partner, director, supervisor, or officer of a sole proprietorship, partnership, company, or institution that provides commercial, legal, financial, accounting services, or consultation to the Company or to any affiliate of the Company, or a spouse thereof.

  8. Not having a marital relationship, or a relative within the second degree of kinship to any other director of the Company.

  9. Not been a person of any conditions defined in Article 30 of the Company Law.

  10. Not a governmental, juridical person, or its representative as defined in Article 27 of the Company Law

15

3.2.2 Management Team

3.2.2 Management Team 3.2.2 Management Team 3.2.2 Management Team 3.2.2 Management Team 3.2.2 Management Team
April 22,2017
Managers who are
Spouses or Within Two
Degrees of Kinship
Title Name Relation
































Title National
ity
Name
Note 1
Gender Date
Effective
Shareholding Spouse & Minor
Shareholding
Shareholding
by Nominee
Arrangement
Experience (Education) Other
Position
Managers who are
Spouses or Within Two
Degrees of Kinship
Shares Shares Shares
Title Name Relation
Chairman
&CEO
TW Jyh-Chau Wang M 2010/3/18
(Note 2)
912,067
0.01

607

M.S., Materials Engineering, National Tsing-Hua
University
Vice President, Chi Lin Technology Co., Ltd.
Deputy Plant Director, Unipac Optoelectronics Corp.
Associate Research Fellow, Material Research
Laboratories,Industrial TechnologyResearch Institute
Note 2
President
&COO
TW Chih-Hung
Hsiao
M 2003/1/14
(Note 3)
470,480
3,600,000 0.04 B.S., Industrial Engineering, Tunghai University
Plant Director, AU Optronics Corp.
Deputy Plant Director, Unipac Optoelectronics Corp.
Supervisor, Center for Measurement Standards (CMS),
Industrial TechnologyResearch Institute
Note 3
Executive
Vice President
TW Chin-Lung Ting M 2010/3/18
(Note 4)
1,087,063 0.01 M.S., Graduate Institute of Electronics Engineering,
National Taiwan University
Manager,Unipac Optoelectronics Corp.
Note 4
Vice President TW Yao-Tong Chen M 2010/3/18 1,689,644 0.02 16,422
Master of EMBA, Sun Yat-sen University
Manager,Hitachi Electronics Co.,Ltd.
Vice President TW Hung-Wen Yang M 2007/6/1
(Note 5)
320,769
59,002
M.S., Chemical Engineering, National Cheng Kung
University
Plant Director, Sintek Photronic Corp
Deputy Plant Director, AU Optronics Corp.
Manager,Unipac Optoelectronics Corp.
Vice President TW Chih-Ming
Chen
M 2010/3/18
(Note 5)
312,193
863
Graduated from Metallurgy and Materials Science Research
Institute of National Cheng Kung University
Engineer, Shyen Sheng Fuat Steel & Iron Works Co., Ltd
Senior Engineer,Unipac Optoelectronics Corp.

Vice President TW Chu-Hsiang
Yang
M 2010/3/18
(Note 6)
925,585 0.01 7,953
M.S., Chemical Engineering, National Central University
DeputySection Manager,Chunghwa Picture Tubes,Ltd.
Note 6
Assistant Vice
President
TW Ke-Yi Kao M 2010/3/18 607,488 0.01 M.S., Chemical Engineering, University of Florida (U.S.A.)
Assistant Manager,Unipac Optoelectronics Corp.

Assistant Vice
President
TW Tai-Chi Pan M 2010/3/18 886,880 0.01 58,680
Graduated in Electrical Engineering of National Cheng
Kung University
Assistant Manager,Unipac Optoelectronics Corp.
Assistant Vice
President
TW Kuo-Hsiung
Kuo
M 2010/3/18 714,100 0.01 295,540
B.S., Mechanical Engineering, Waseda University, Japan Note 7
Assistant Vice
President
TW Chung-Kuang
Wei
M 2010/3/18 654,395 0.01 Ph. D, Institute of Photonics, National CT University
Electronics Research Laboratories, Industrial Technology
Research Institute

16

Title National
ity
Name
Note 1
Gender Date
Effective
Shareholding Shareholding Spouse & Minor
Shareholding
Spouse & Minor
Shareholding
Shareholding
by Nominee
Arrangement
Shareholding
by Nominee
Arrangement
Experience (Education) Other
Position
Managers who are
Spouses or Within Two
Degrees of Kinship
Managers who are
Spouses or Within Two
Degrees of Kinship
Managers who are
Spouses or Within Two
Degrees of Kinship
Shares Shares Shares
Title Name Relation
Assistant Vice
President
TW Jia-Pang Pang M 2010/11/8 2,445,089 0.02 Ph. D, Electronics Engineering, University of Tokyo, Japan
Deputy Director of TFT Manufacturing Plant, AU
Optronics Corp.
Assistant Vice
President
TW Yu Shui Kuo M 2014/12/1 160,000
Master of Mechanical Engineering, Yuan Ze University
Associate President of Entire Technology Co. Ltd.
Manager of AU Optronics Corp.
Associate Manager of Prodisc Coordinator Of Ritek
Corporation
Assistant Vice
President
TW Zheng-Xia Kuo M 2013/9/23 549,802 0.01 30,000
Bachelor of Industrial Engineering and Management,
National Chiao Tung University
Person-in-charge of BU, GIO Optoelectronics Corp.
Manager of Chi Mei LightingTechnologyCorporation
Director of
Ampower
Holding
Ltd.

Assistant Vice
President
TW Tien-Jen Lin M 2013/9/23 1,169,554 0.01 218,922
Master of Electrical Engineering, National Taiwan
University
Advisor to General Manager's Office, Unity Opto
Technology Co., Ltd.
Director of Head Office of Product Development, Chi Mei
LightingTechnologyCorporation
Chairman
of INX
technology
Europe
B.V. and
USA

Assistant Vice
President
TW Qing-Hui Lin M 2015/12/25 300,039
Master of institute of science engineering, National Central
University
R&D Director,Chunghwa Picture Tubes,Ltd.
Note 8
Assistant Vice
President
TW Jun-Yi Yu M 2015/12/25 109,537
Master of Industrial Engineering,Texas Tech University
Production Manager of AU Optronics Corp.
Note 9
Assistant Vice
President
TW Mao-Sheng
Hung
M 2015/12/25 453,600
Master of management, National Taiwan University
Department representative of Gigabyte
MarketingExecutive of BenQ
Finance
Supervisor
TW Chien-Lang Lo M 2014/5/7 147,431
198
Master of Business Administration, Baruch College,
College of the City of New York
Assitant manager of Sumitomo Mitsui Banking
Corporation.
Deputy manager of HSBC
Bank director of Tokyo-Mitsubishi UFJ.
Note 10
Account
Supervisor
TW Chin-Yuan
Chang
M 2009/1/9 300,192
Master of Business Administration, National Chengchi
University
Vice President of Finance, Xiamen Overseas Chinese
Electronic Co., Ltd.
CFO,Information Product Business Group,BENQ
Note 11

Note 1:Existing Managers as of the printed date of the annual report.

Note 2: Promoted to Chairman and CEO on 2016/5/13

Concurrently as chairman of the board: Innolux Holding Ltd.,Landmark International Ltd., Keyway Investment Management Ltd., Toppoly Optoelectronics (B.V.I.) Ltd.,

17

Innolux Hong Kong Holding Ltd., Innolux Optoelectronics Hong Kong Holding Ltd., Innolux Hong Kong Limited, Bright Information Holding Ltd., Toppoly Optoelectronics (Cayman) Ltd., Leadtek Global Group Ltd., Yuan Chi Investment Co., Ltd. (Statutory representative)

  • Concurrently as director: InnoJoy Investment Corporation (Statutory representative), FI Medical Device Manufacturing Co. (Statutory representative)

  • Note 3: Promoted to President and COO on 2017/3/16

  • Concurrently as chairman of the board: Rockets Holding LTD., Stanford Developments Ltd., Suns Holding Ltd., Lakers Trading Ltd., Warriors Technology Investments Ltd., InnoJoy Investment Corporation (Statutory representative)

  • Concurrently as director: Yuan Chi Investment Co., Ltd. (Statutory representative)

  • Note 4: Promoted to Executive Vice President on 2016/6/24

  • Concurrently as chairman of the board: GIO Optoelectronics Corp., Double Star Inc.

  • Concurrently as director: Innolux Optoelectronics Japan Co., Ltd.

  • Note 5:Promoted to Vice President on 25 December 2015

  • Note 6: Promoted to Vice President on 19 March 2016

  • Concurrently as director: Innolux Technology Japan Co.,Ltd.,Innolux Optoelectronics Japan Co., Ltd.,Chi Lin Optoelectronics. (Statutory representative),FI Medical Device Manufacturing Co. (Statutory representative)

  • Note 7:Concurrently as chairman of the board: Ningbo Innolux Optoelectronics Ltd., Ningbo Innolux Display Ltd. Concurrently as director: Chi Mei Frozen Food Co., Ltd.

  • Note 8: Concurrently as chairman of the board: Foshan Innolux Optoelectronics Ltd., Foshan Innolux Logistics Co.

  • Note 9:Concurrently as chairman of the board: Bright Information Holding Ltd.,Innolux Hong Kong Holding Limited, Innolux Optoelectronics Hong Kong Holding Ltd., Shanghai Innolux Optoelectronics Ltd., Foshan Innolux Optoelectronics Ltd, Kunpal Optoelectronics Ltd., Nanjing Innolux Optoelectronics Ltd., Innocom Technology (Shenzhen) Co., Ltd.

  • Note10:Concurrently as chairman of the board:Best China Investments Ltd., Mega Chance Investments Ltd., Magic Sun Ltd.,

  • Concurrently as director: Ningbo Innolux Optoelectronics Ltd., Ningbo Innolux Display Ltd., InnoJoy Investment Corporation (Statutory representative), Yuan Chi Investment Co., Ltd. (Statutory representative)

  • Note 11:Concurrently as chairman: Innolux Optoelectronics Europe B.V., Innolux Optoelectronics Germany GmbH

  • Concurrently as director: Innocom Technology (Shenzhen) Co., Ltd., Nanjing Innolux Optoelectronics Ltd., Kunpal Optoelectronics Ltd., Nanjing Innolux Technology Ltd., VAP Optoelectronics (Nanjing) Corp., Shanghai Innolux Optoelectronics Ltd.

  • Concurrently as supervisor: Ningbo Innolux Optoelectronics Ltd., Ningbo Innolux Display Ltd., Innolux Optoelectronics Japan Co., Ltd., Innolux Technology Japan Co., Ltd., Foshan Innolux Optoelectronics Ltd., Foshan Innolux Logistics Co., Ltd., InnoJoy Investment Corporation (Statutory representative)

18

3.3 Remuneration of Directors, Supervisors, President, and Vice President

3.3.1 Remuneration of Directors

Unit: NT$;Shares: thousands
Relevant Remuneration Received by Directors Who are Also
Employees
Ratio of Total
Compensation
(A+B+C+D+
E+F+G) to
Net Income
(%)(Note8)
Compensation Paid to Directors
from an Invested Company Other
than the Company’s Subsidiary
Salary, Bonuses,
and Allowances
(E) (Note 5)
Severance Pay
(F) (Note 6)
Employees Compensation (G)
(Note 7)
The company
All companies
in the financial
report
The company
All companies
in the financial
report
The company
All companies
in the financial
report
The company
All companies
in the financial
report
Cash
Stock
Cash
Stock
50,202 50,202
-
-
2,064
-
2,064
-
3.37
3.37
-
Unit: NT$;Shares: thousands
Relevant Remuneration Received by Directors Who are Also
Employees
Ratio of Total
Compensation
(A+B+C+D+
E+F+G) to
Net Income
(%)(Note8)
Compensation Paid to Directors
from an Invested Company Other
than the Company’s Subsidiary
Salary, Bonuses,
and Allowances
(E) (Note 5)
Severance Pay
(F) (Note 6)
Employees Compensation (G)
(Note 7)
The company
All companies
in the financial
report
The company
All companies
in the financial
report
The company
All companies
in the financial
report
The company
All companies
in the financial
report
Cash
Stock
Cash
Stock
50,202 50,202
-
-
2,064
-
2,064
-
3.37
3.37
-
Unit: NT$;Shares: thousands
Relevant Remuneration Received by Directors Who are Also
Employees
Ratio of Total
Compensation
(A+B+C+D+
E+F+G) to
Net Income
(%)(Note8)
Compensation Paid to Directors
from an Invested Company Other
than the Company’s Subsidiary
Salary, Bonuses,
and Allowances
(E) (Note 5)
Severance Pay
(F) (Note 6)
Employees Compensation (G)
(Note 7)
The company
All companies
in the financial
report
The company
All companies
in the financial
report
The company
All companies
in the financial
report
The company
All companies
in the financial
report
Cash
Stock
Cash
Stock
50,202 50,202
-
-
2,064
-
2,064
-
3.37
3.37
-
Unit: NT$;Shares: thousands
Relevant Remuneration Received by Directors Who are Also
Employees
Ratio of Total
Compensation
(A+B+C+D+
E+F+G) to
Net Income
(%)(Note8)
Compensation Paid to Directors
from an Invested Company Other
than the Company’s Subsidiary
Salary, Bonuses,
and Allowances
(E) (Note 5)
Severance Pay
(F) (Note 6)
Employees Compensation (G)
(Note 7)
The company
All companies
in the financial
report
The company
All companies
in the financial
report
The company
All companies
in the financial
report
The company
All companies
in the financial
report
Cash
Stock
Cash
Stock
50,202 50,202
-
-
2,064
-
2,064
-
3.37
3.37
-
Unit: NT$;Shares: thousands
Relevant Remuneration Received by Directors Who are Also
Employees
Ratio of Total
Compensation
(A+B+C+D+
E+F+G) to
Net Income
(%)(Note8)
Compensation Paid to Directors
from an Invested Company Other
than the Company’s Subsidiary
Salary, Bonuses,
and Allowances
(E) (Note 5)
Severance Pay
(F) (Note 6)
Employees Compensation (G)
(Note 7)
The company
All companies
in the financial
report
The company
All companies
in the financial
report
The company
All companies
in the financial
report
The company
All companies
in the financial
report
Cash
Stock
Cash
Stock
50,202 50,202
-
-
2,064
-
2,064
-
3.37
3.37
-
Unit: NT$;Shares: thousands
Relevant Remuneration Received by Directors Who are Also
Employees
Ratio of Total
Compensation
(A+B+C+D+
E+F+G) to
Net Income
(%)(Note8)
Compensation Paid to Directors
from an Invested Company Other
than the Company’s Subsidiary
Salary, Bonuses,
and Allowances
(E) (Note 5)
Severance Pay
(F) (Note 6)
Employees Compensation (G)
(Note 7)
The company
All companies
in the financial
report
The company
All companies
in the financial
report
The company
All companies
in the financial
report
The company
All companies
in the financial
report
Cash
Stock
Cash
Stock
50,202 50,202
-
-
2,064
-
2,064
-
3.37
3.37
-
Unit: NT$;Shares: thousands
Relevant Remuneration Received by Directors Who are Also
Employees
Ratio of Total
Compensation
(A+B+C+D+
E+F+G) to
Net Income
(%)(Note8)
Compensation Paid to Directors
from an Invested Company Other
than the Company’s Subsidiary
Salary, Bonuses,
and Allowances
(E) (Note 5)
Severance Pay
(F) (Note 6)
Employees Compensation (G)
(Note 7)
The company
All companies
in the financial
report
The company
All companies
in the financial
report
The company
All companies
in the financial
report
The company
All companies
in the financial
report
Cash
Stock
Cash
Stock
50,202 50,202
-
-
2,064
-
2,064
-
3.37
3.37
-
Unit: NT$;Shares: thousands
Relevant Remuneration Received by Directors Who are Also
Employees
Ratio of Total
Compensation
(A+B+C+D+
E+F+G) to
Net Income
(%)(Note8)
Compensation Paid to Directors
from an Invested Company Other
than the Company’s Subsidiary
Salary, Bonuses,
and Allowances
(E) (Note 5)
Severance Pay
(F) (Note 6)
Employees Compensation (G)
(Note 7)
The company
All companies
in the financial
report
The company
All companies
in the financial
report
The company
All companies
in the financial
report
The company
All companies
in the financial
report
Cash
Stock
Cash
Stock
50,202 50,202
-
-
2,064
-
2,064
-
3.37
3.37
-
Unit: NT$;Shares: thousands
Relevant Remuneration Received by Directors Who are Also
Employees
Ratio of Total
Compensation
(A+B+C+D+
E+F+G) to
Net Income
(%)(Note8)
Compensation Paid to Directors
from an Invested Company Other
than the Company’s Subsidiary
Salary, Bonuses,
and Allowances
(E) (Note 5)
Severance Pay
(F) (Note 6)
Employees Compensation (G)
(Note 7)
The company
All companies
in the financial
report
The company
All companies
in the financial
report
The company
All companies
in the financial
report
The company
All companies
in the financial
report
Cash
Stock
Cash
Stock
50,202 50,202
-
-
2,064
-
2,064
-
3.37
3.37
-
Unit: NT$;Shares: thousands
Relevant Remuneration Received by Directors Who are Also
Employees
Ratio of Total
Compensation
(A+B+C+D+
E+F+G) to
Net Income
(%)(Note8)
Compensation Paid to Directors
from an Invested Company Other
than the Company’s Subsidiary
Salary, Bonuses,
and Allowances
(E) (Note 5)
Severance Pay
(F) (Note 6)
Employees Compensation (G)
(Note 7)
The company
All companies
in the financial
report
The company
All companies
in the financial
report
The company
All companies
in the financial
report
The company
All companies
in the financial
report
Cash
Stock
Cash
Stock
50,202 50,202
-
-
2,064
-
2,064
-
3.37
3.37
-
Unit: NT$;Shares: thousands
Relevant Remuneration Received by Directors Who are Also
Employees
Ratio of Total
Compensation
(A+B+C+D+
E+F+G) to
Net Income
(%)(Note8)
Compensation Paid to Directors
from an Invested Company Other
than the Company’s Subsidiary
Salary, Bonuses,
and Allowances
(E) (Note 5)
Severance Pay
(F) (Note 6)
Employees Compensation (G)
(Note 7)
The company
All companies
in the financial
report
The company
All companies
in the financial
report
The company
All companies
in the financial
report
The company
All companies
in the financial
report
Cash
Stock
Cash
Stock
50,202 50,202
-
-
2,064
-
2,064
-
3.37
3.37
-
Title Name
(Note 1)
Remuneration Ratio of Total
Remuneration
(A+B+C+D) to
Net Income
(%)(Note8)
Relevant Remuneration Received by Directors Who are Also
Employees
Ratio of Total
Compensation
(A+B+C+D+
E+F+G) to
Net Income
(%)(Note8)

Compensation Paid to Directors
from an Invested Company Other
than the Company’s Subsidiary
Base
Compensation
(A) (Note 2)
Severance Pay (B) Directors
Compensation (C)
(Note 3)
Allowances (D)
(Note 4)
Salary, Bonuses,
and Allowances
(E) (Note 5)

Severance Pay
(F) (Note 6)
Employees Compensation (G)
(Note 7)
The company All companies
in the financial
report
The company All companies
in the financial
report
The company All companies
in the financial
report
The company All companies
in the financial
report
The company All companies
in the financial
report
The company All companies
in the financial
report
The company All companies
in the financial
report
The company All companies
in the financial
report
The company
All companies
in the financial
report
Cash Stock
Cash
Stock
Chairman&CEO Hsing-Chien Tuan(Note) 6,600
6,600 - - 3,856 3,856 300 300 0.57 0.57 50,202 50,202 - - 2,064 - 2,064 - 3.37 3.37 -
Chairman Jialian Investment Co., Ltd.
Jyh-Chau Wang(Note10)
Institutional director Hyield Venture Capital Co., Ltd
Jeng-Wu Tai(Note11)
Te-Tsai Huang
Institutional director I-Chen Investment Ltd.
Chuang-Yi Chiu(Note12)
Institutional director Innolux Education Foundation
Chin-Lung Ting(Note12)
Independent Director
Chi-Chia Hsieh
Independent Director
Bo-Bo Wang(Note12)
Independent Director
Stanley Yuk Lun Yim

Note 1: Existing Directors as of the date 2016.

Note 2: Refers to directors’ remuneration paid in 2016.

Note 3: The proposal of 2016 profit distribution has resolved by the board of director. Note 4: Refers to the relevant service execution fees of directors in 2016.

Note 5: Refers to the salaries, bonuses and special disbursement, etc. received as employees by directors in 2016. Note 6: Refers to the amounts transferred to government authorities in 2016.

Note 7: The proposal of 2016 profit distribution has resolved by the board of director. Note 8: Ratio of total net income (Alone). Note 9:2016/5/12 Retired Note10:2016/5/13 onboard Note11:2016/5/5 resignation Note12:2016/7/1 onboard

19

Range of Remuneration table

Range of Remuneration table Range of Remuneration table Range of Remuneration table Range of Remuneration table
Range of Remuneration Name of Directors
Total of(A+B+C+D) Total of(A+B+C+D+E+F+G)
The company All companies in the financial
report
The company All companies in the financial
report
Under NT$ 2,000,000 Hsing-Chien Tuan,
Jialian Investment Co., Ltd.
Jyh-Chau Wang,
Hyield Venture Capital Co., Ltd,
Jeng-Wu Tai,
Te-Tsai Huang,
I-Chen Investment Ltd,
Chuang-Yi Chiu,
Innolux Education Foundation ,
Chin-Lung Ting,
Chi-Chia Hsieh,
Bo-Bo Wang,
StanleyYuk Lun Yim
Hsing-Chien Tuan,
Jialian Investment Co., Ltd.
Jyh-Chau Wang,
Hyield Venture Capital Co., Ltd,
Jeng-Wu Tai,
Te-Tsai Huang,
I-Chen Investment Ltd,
Chuang-Yi Chiu,
Innolux Education Foundation ,
Chin-Lung Ting,
Chi-Chia Hsieh,
Bo-Bo Wang,
StanleyYuk Lun Yim
Jialian Investment Co., Ltd. ,
Hyield Venture Capital Co., Ltd,
Jeng-Wu Tai,
Te-Tsai Huang,
I-Chen Investment Ltd,
Chuang-Yi Chiu,
Innolux Education Foundation,
Chi-Chia Hsieh,
Bo-Bo Wang,
Stanley Yuk Lun Yim
Jialian Investment Co., Ltd. ,
Hyield Venture Capital Co., Ltd,
Jeng-Wu Tai,
Te-Tsai Huang,
I-Chen Investment Ltd,
Chuang-Yi Chiu,
Innolux Education Foundation,
Chi-Chia Hsieh,Bo-Bo Wang,
Stanley Yuk Lun Yim
NT$2,000,000 ~ NT$5,000,000
NT$5,000,000 ~ NT$10,000,000
NT$10,000,000 ~ NT$15,000,000
NT$15,000,000 ~ NT$30,000,000 Chin-LungTing Chin-LungTing
NT$30,000,000 ~ NT$50,000,000 Jyh-Chau Wang,
Hsing-Chien Tuan
Jyh-Chau Wang,
Hsing-Chien Tuan
NT$50,000,000 ~ NT$100,000,000
Over NT$100,000,000
Total 13 13 13 13

20

3.3.2 Remuneration of Supervisors

Unit: NT$; Share: thousands

Title Name(Note 1) Remuneration Remuneration Ratio of Total Remuneration
(A+B+C) to Net Income
(%)(Note 5)
Ratio of Total Remuneration
(A+B+C) to Net Income
(%)(Note 5)
Compensation
Paid to
Supervisors
from an
Invested
Company
Other than the
Company’s
Subsidiary
Base Compensation (A)
(Note 2)
Bonus to Supervisors(
B)
(Note 3)
Allowances (C)
(Note 4)
The
company
All companies in
the financial report
The
company
All companies in
the financial report
The
company
All companies in
the financial report
The
company
All companies in
the financial report
Supervisor Ren-Guang Lin 1,350 1,350 - - 50 50 0.07 0.07 -
Supervisor Yi-Fang Chen
Supervisor I-Chen Investment Ltd.
Te-Tsai Huang

Note 1: Existing Supervisors as of the date of 2016 Note 2: Refers to the remuneration paid to supervisors in 2016. Note 3: The proposal of 2016 profit distribution has resolved by the board of director. Note 4: Refers to the relevant service execution fees of supervisors in 2016.

Note 5: Ratio of total net income (Alone).

Range of Remuneration table


f total net income (Alone).

Range of Remuneration table

Range of Remuneration table
Range of Remuneration Name of Supervisors
Total of(A+B+C)
The company All companies in the financial report
Under NT$ 2,000,000 I-Chen Investment Ltd.
Te-Tsai Huang,
Ren-Guang Lin,
Yi-FangChen
I-Chen Investment Ltd.
Te-Tsai Huang,
Ren-Guang Lin,
Yi-FangChen
NT$2,000,000 ~ NT$5,000,000
NT$5,000,000 ~ NT$10,000,000
NT$10,000,000 ~ NT$15,000,000
NT$15,000,000 ~ NT$30,000,000
NT$30,000,000 ~ NT$50,000,000
NT$50,000,000 ~ NT$100,000,000
Over NT$100,000,000
Total 4 4

21

3.3.3 Remuneration of the President and Vice Presidents

Unit: NT$ thousands

Unit: NT$ thousands
Title Name
(Note 1)
Salary (A) (Note 2) Severance Pay(B)
(Note 3)
Bonuses and
Allowances (C)
(Note 4)
EmployeeCompensation(D)(Note 5) Ratio of Total Compensation
(A+B+C+D) to Net Income
(%)(Note 6)
Compensation Paid to
the President and Vice
Presidents from an
Invested Company Other
than the Company’s
Subsidiary
The company All
companies in
the financial
report
The company All
companies in
the financial
report
The company All
companies in
the financial
report
The company All companies in the
financial report
The company All
companies in
the financial
report
Cash Stock Cash Stock
Chairman
&CEO
Hsing-Chien
Tuan(Note7)
32,293 32,293 458 458 69,447 69,447 4,368 - 4,368 - 5.70 5.70 -
Chairman
&CEO
Jyh-Chau
Wang(Note8)
-President
&COO
Chih-Hung
Hsiao(Note9)
Excutive
Vice
President
Chin-Lung
Ting(Note10)
Vice
President
Wen-Jyh
Sah(Note11)
Vice
President
Yao-Tong
Chen
Vice
President
Hung-Wen
Yang
Vice
President
Chih-Ming
Chen
Vice
President
Chu-Hsiang
Yang(Note 12)

Note 1: Existing Management as of the date of 2016. Note 2: Refers to remuneration paid in 2016. Note 3: Refers to amounts transferred to government authorities in 2016. Note 4: Refers to the bonuses, special disbursement and 266 tousand for a car and oil costs for CEO & President. Note 5: The proposal of 2016 profit distribution has resolved by the board of director. Note 6: Ratio of total net income (Alone). Note 7: Retired on 2016/5/12 Note 8: Promoted to Chairman&CEO on 2016/5/13 Note 9: Promoted to President&COO on 2017/3/16 Note10: Promoted to Excutive Vice President on 2016/6/24 Note11: Position adjusted on 2016/6/7 Note12: Promoted to Vice President on 2016/3/19

22

Range of Remuneration table

Range of Remuneration table Range of Remuneration table
Range of Remuneration Name of President and Vice President
The company All companies in the financial report
Under NT$ 2,000,000
NT$2,000,000 ~ NT$5,000,000
NT$5,000,000 ~ NT$10,000,000 Wen-Jyh Sah,
Yao-Tong Chen ,
Hung-Wen Yang,
Chu-Hsiang Yang ,
Chih-MingChen
Wen-Jyh Sah,
Yao-Tong Chen ,
Hung-Wen Yang,
Chu-Hsiang Yang ,
Chih-MingChen
NT$10,000,000 ~ NT$15,000,000 Chih-Hung Hsiao,
Chin-LungTing
Chih-Hung Hsiao,
Chin-LungTing
NT$15,000,000 ~ NT$30,000,000 Hsing-Chien Tuan ,
Jyh-Chau Wang
Hsing-Chien Tuan ,
Jyh-Chau Wang
NT$30,000,000 ~ NT$50,000,000
NT$50,000,000 ~ NT$100,000,000
Over NT$100,000,000
Total 9 9

23

3.3.4 Names of managerial officers who received employees’ bonuses in the preceding year and the distribution


and the distribution

and the distribution

and the distribution

and the distribution

and the distribution

and the distribution
Unit: NT$thousands as of April 30,2017
Title Name
(Note 1)
Employee
Compensation
- in Stock
(Fair Market Value)
Employee
Compensation
- in Cash (Note 2)
Total Ratio of Total
Amount to Net
Income(%)
(Note 3)
Executive Officers Chairman&CEO Hsing-Chien T uan(Note4) - 8,792 8,792 0.47
Chairman&CEO Jyh-Chau Wang(Note5)
President&COO Chih-HungHsiao(Note6)
Excutive Vice
President
Chin-Lung Ting(Note7)
Vice President Wen-Jyh Sah(Note8)
Vice President Yao-TongChen
Vice President Hung-Wen Yang
Vice President Chih-MingChen
Vice President Chu-HsiangYang(Note9)
Associate Vice
President
Ke-Yi Kao
Associate Vice
President
Tai-Chi Pan
Associate Vice
President
Kuo-Hsiung Kuo
Associate Vice
President
Chung-Kuang Wei
Associate Vice
President
Jia-Pang Pang
Associate Vice
President
Yu-Shui Kuo
Associate Vice
President
Zheng-Xia Kuo
Associate Vice
President
Tien-Jen Lin
Associate Vice
President
Qing-Hui Lin
Associate Vice
President
Jun-Yi Yu
Associate Vice
President
Mao-Sheng Hung
Finance
Supervisor
Chien-Lang Lo
Accounting
Supervisor
Chin-Yuan Chang

Note 1: Refers to current managerial officers as of the printing date of 2016. Note 2: The proposal of 2016 profit distribution has resolved by the Board of director. Note 3: Ratio of Total Amount to Net Income of alone. Note 4: Retired on 2016/5/12 Note 5: Promoted on 2016/5/13 Note 6: Promoted on 2017/3/16 Note 7: Promoted on 2016/6/24 Note 8: Position adjusted on 2016/6/7 Note 9: Promoted on 2016/3/19

24

3.3.5 Comparison of Remuneration for Directors, Supervisors, Presidents, and Vice Presidents in the Most Recent Two Fiscal Years and Remuneration Policy for Directors, Supervisors, Presidents, and Vice Presidents

  • A. The ratio of total remuneration paid by the company and by all companies included in the consolidated financial statements for the most recent two fiscal years to directors, supervisors, presidents, and vice presidents of the Company to the net income.
Year
Item
Ratio of total remuneration paid to directors, supervisors, presidents, and vice
presidents to net income
Ratio of total remuneration paid to directors, supervisors, presidents, and vice
presidents to net income
Ratio of total remuneration paid to directors, supervisors, presidents, and vice
presidents to net income
Ratio of total remuneration paid to directors, supervisors, presidents, and vice
presidents to net income
2015 2016(Note 1)
The company Companies in the
consolidated financial
statements
The company Companies in the
consolidated financial
statements
Directors 0.58 0.58 3.37 3.37
Supervisors 0.04 0.04 0.07 0.07
Presidents&Vice
Presidents
1.00 1.00 5.70 5.70

Note 1: The proposal of 2016 profit distribution has resolved by the Board of director.

The remuneration payment policy of the Company is determined in accordance with the actual profit of the Company for the year and the ratio as required under the Articles of Association of the Company for distribution as remuneration to directors and supervisors and as bonuses to employees. For payments made to presidents and vice presidents, different levels of remuneration are set after considering their job positions, responsibilities undertaken, job achievements and contributions made to company operations, and with reference to industry standards, the remuneration payment policy is considered to be reasonable.

  • B. The policies, standards, and portfolios for the payment of remuneration, the procedures for determining remuneration, and the correlation with business performance.

Remunerations of directors and supervisors of the Company are determined in accordance with the Articles of Association of the Company, their participation and value of contributions made to the operation of the Company and with reference to industry standards.

Remuneration of presidents and vice presidents includes salaries, bonuses, special disbursements, employee bonus, employee stock options, and new shares with restrictive rights of employees, etc. which are determined after considering the nature of work, responsibilities, job positions, and duties undertaken and with reference to industry standards of similar job positions. The amount of employees’ bonuses, after the relevant resolution has been passed by shareholders, will be reviewed by the remuneration committee according to the bonus distribution mechanism for employees of the Company on individual basis, and a proposal will be made to the Board for a decision and will be implemented upon passing the Board resolution.

25

3.4 Implementation of Corporate Governance 3.4.1 Board of Directors

A total of 5 meetings of the Board of Directors were held in the previous(2016)period. Director attendance was as follows:


follows:
Title Name Attendance
in Person
By
Proxy
Attendance
Rate(%)
Remarks
Chairman Hsing-Chien Tuan 2 0 100% 2016/5/12Retired
Chairman Jialian Investment Co., Ltd.
Jyh-ChauWang
5 0 100% 2016/7/1Reappointed
Director Hyield Venture Capital Co., Ltd
Jeng-Wu Tai
1 0 100% 2016/5/5Resigned
Director Hyield Venture Capital Co., Ltd
Te-Tsai Huang
3 0 100% 2016/7/1Reappointed
Director I-Chen Investment Ltd.
Chuang-YiChiu
3 0 100% 2016/7/1Newappointed
Director Innolux Education Foundation
Chin-LungTing
3 0 100% 2016/7/1Newappointed
Independent
Director
Chi-Chia Hsieh 5 0 100% 2016/7/1Reappointed
Independent
Director
Bo-Bo Wang 3 0 100% 2016/7/1Newappointed
Independent
Director
Stanley Yuk Lun Yim 5 0 100% 2016/7/1Reappointed
Other mentionable items:
1. If the circumstances referred to in Article 14-3 of the Securities and Exchange Act and resolutions of the directors’
meetings objected to by Independent Directors or subject to qualified opinion and recorded or declared in writing
exist, the dates of meetings, sessions, contents of motions, all independent opinions, and the Company’s response
to the independent directors’ opinions should be specified: None
2. If there are directors’ avoidance of motions in conflict of interest, the directors’ names, contents of motion, causes
for avoidance and votingshould be specified:
Date
Name
Contents of motions
Causes for avoidance
Voting
2016/2/2
Hsing-Chien
Tuan
Jyh-Chau
Wang
The Compensation
Committee is proposing
manager bonus for the
year of 2015 and
amendment
the rule of Reward
System of executives
The board member and manager Hsing-Chien Tuan
and Jyh-Chau Wang have a vital interest in the
items on the agenda, therefore they avoided
participating in the voting process in accordance
with the Rules and Procedures for Meeting of the
Board of Directors
Did not for the
disucssion
2016/5/12
Hsing-Chien
Tuan
Jyh-Chau
Wang
The Compensation
Committee is proposing
manager bonus for the
year of 2015.
The board member and manager Hsing-Chien Tuan
and Jyh-Chau Wang have a vital interest in the
items on the agenda, therefore they avoided
participating in the voting process in accordance
with the Rules and Procedures for Meeting of the
Board of Directors
Did not for the
disucssion
2016/7/29
Jyh-Chau
Wang
The Compensation
Committee is proposing
manager salary structure
adjustment
The manager Jyh-Chau Wang have a vital interest in
the items on the agenda, therefore they avoided
participating in the voting process in accordance
with the Rules and Procedures for Meeting of the
Board of Directors
Did not for the
disucssion
2017/2/10
Jyh-Chau
Wang
Chin-Lung
Ting
The Compensation
Committee is proposing
manager bonus for the
year of 2016
The board member and manager Jyh-Chau Wang
and Chin-Lung Ting have a vital interest in the
items on the agenda, therefore they avoided
participating in the voting process in accordance
with the Rules and Procedures for Meeting of the
Board of Directors
Did not for the
disucssion
3. Measures taken to strengthen the functionality of the Board:
(1) The Board of Directors shall director the company’s strategy, adivise the management team, responsible to
shareholders,and compliance with relevant laws and regulations and the management of the existingor

26

potential risks of the Company.

  • (2) The Compnay has set up a Audit Committee on June 24,2016 for assisting the Board in the effectiveness of the implementation of the internal control system, the fair presentation of the financial reports, independence, and performance of the certificated public accountants, the compliance with relevant laws and regulations and the management of the existing or potential risks of the Company. Please see page 27 for the detail of the Audit Committee’s operation.

  • (3) The Compnay has set up compenstation Committee on Augest 25,2011 and set up standard for the Directors and managers. The Compensation Committee is also in charged of making regular review of performance of the Director and managers, and the related remuneration policy, system, standard, and structure. Please see page 34 for the detail of the Compensation Committee’s operation

  • (4) The Company has re-elected its Board Director on 24 June, 2016. The new Board is made of 7 board members, including 3 independent directs fors strengthening the Board function and Corporate Governance.

  • (5) The Board members continuing education extending beyond the scope of the professional expertise of the directors, and to select courses encompassing corporate governance related topics such as finance, risk management, business, commerce, legal affairs, accounting, and corporate social responsibility, or courses relating to internal control systems or liability for financial reports. Please see page 43 for the detail of the status of Directors ' participation in corporate governance related courses and trainings.

3.4.2 Audit Committee

A total of 3 Audit Committee meeting were held in the previous(2016)period. The attendance of the independent directors was as follows:

Title Name Attendance in
Person
By
Proxy
Attendance
Rate
Remarks
Independent Director Chi-Chia Hsieh 3 0 100% 2016/7/1Newappointed
Independent Director Bo-Bo Wang 3 0 100% 2016/7/1Newappointed
Independent Director Stanley Yuk Lun
Yim
3 0 100% 2016/7/1Newappointed
Other mentionable items:
1. If there are the circumstances referred to in Article 14-5 of the Securities and Exchange Act and resolutions which
were not approved by the Audit Committee but were approved by two thirds or more of all directors, the dates of
meetings, sessions, contents of motion, resolutions of the Audit Committee and the Company’s response to the
Audit Committee’s opinion should be specified: 1:Circumstances referred to in Article 14-5 of the Securities and
Exchange Act and resolutions, please refer page 47 Major Resolutions of and Board Meetings 2:N.A.
2. If there are independent directors’ avoidance of motions in conflict of interest, the directors’ names, contents of
motion, causes for avoidance and voting should be specified:N.A.
3. Communications between the independent directors, the Company's chief internal auditor and CPAs (e.g. the items,
methods and results of audits of corporate finance or operations, etc.)
(1) The company holds audit committee meeting periodily and also invite CPAS, Internal Auditor and other
members in concern to attend the meeting
(2) The Chief Internal Auditor present regular BOD and Audit committee meeting to report on the audit operations
and major internal auditing matters, including execution, reporting, and monitoring of Independent Directors’
instructions. In addition, Independent Directors obtained audit reports on a regular basis, which were
submitted by the Chief Internal Auditor.
(3) The Companyh CPAs have presented the findings or the comments for the quarterly corporate financial
reports, as well as those matters communication of which is required by law, in the regular quarterly meetings
of the Audit Committee.

27

3.4.3 Attendance of Supervisors at Board Meetings

A total of 2 meetings of the Board of Directors were held in the previous(2016)period. The attendance of supervisors was as follows:

Title Name Attendance in Person Attendance Rate
Remarks
Supervisor Ren-GuangLin 2 100% 2016/6/30 Term expires
Supervisor Yi-FangChen 2 100%
Supervisor I-Chen Investment Ltd.
Te-Tsai Huang
1 50%
Other mentionable items:
1. Composition and responsibilities of supervisors:
(1) Communications between supervisors and the Company's employees and shareholders (e.g. the
communication channels and methods, etc.): Our Supervisor could communicate with employees
and shareholders in anytime if necessary.
(2) Communications between supervisors and the Company's Chief Internal Auditor and CPA (e.g.
the items, methods, and results of the audits of corporate finance or operations, etc.):
Communications with the Chief Internal Auditor & CPA: The Company holds a Board Meeting
each quarter and keeps the meeting minutes. The Directors, President, and the company's
management are then notified of important discussions and resolutions. All Supervisors had
attended on each occasion, and the CFO, Chief Internal Auditor, and CPAs were also present at
the meetings to discuss the related subjects, Chief Internal Auditor was also present at the
meetings to report on the audit operations and major internal auditing matters, including
execution, reporting, and monitoring of Supervisors’ instructions. In addition, Supervisors
obtained audit reports on a monthly basis, which were submitted by the Chief Internal Auditor.
2. If a supervisor expresses an opinion during a meeting of the Board of Directors, the dates of meetings,
sessions, contents of motions, resolutions of the directors’ meetings, and the Company’s response to
the supervisor’s opinion should be specified: None

28

“ - 3.4.4 Corporate Governance Implementation Status and Deviations from the Corporate Governance Best Practice Principles for

TWSE/ TPEx Listed Companies”

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from “the Corporate
Governance Best-Practice
Principles for TWSE/TPEx Listed
Companies” and Reasons
Yes No Abstract Illustration
I.
Does the company establish and disclose
the Corporate Governance Best-Practice
Principles based on “Corporate
Governance Best-Practice Principles for
TWSE/TPEx Listed Companies”?
Yes The Company has enacted “Corporate Governance Best-Practice Principles”and
disclosed on the official website and M.O.P.S. in addition to protect the rights and
interests of shareholders, strengthen the powers of the board of directors, respect
the rights and interests of stakeholders and enhance information transparency.The
INX’s Corporatie Govermance Best-Practice Principles”please refer to INX official
website.
No significant difference
compared to corporate
governance practice principles
II.
Shareholding structure & shareholders’
rights
(I) Does the company establish an internal
operating procedure to deal with
shareholders’ suggestions, doubts,
disputes and litigations, and implement
based on the procedure?
(II) Does the company possess the list of its
major shareholders as well as the
ultimate owners of those shares?
(III) Does the company establish and execute
the risk management and firewall system
within its conglomerate structure?
(IV) Does the company establish internal rules
against insiders trading with undisclosed
information?
Yes
Yes
Yes
Yes
(I) The Company has enacted “Operating Procedures for Management over Major
Internal Information” and has, besides, set up spokesman and acting
spokesman to take charge of proposals or disputes from shareholders.
(II) The Company is in a position to dominate the name lists of the key
shareholders and the terminal controllers of the key shareholders and has duly
input such information to public into the Market Observation Post System
(MOPS) promulgated
(III) The Company has duly enacted the “Regulations Governing Transaction with
Related Parties”, “Regulations Governing Supervision over Subsidiaries” and
has, besides, set up relevant departments with sound mechanisms to evaluate
and monitor potential risks with affiliated enterprises.
(IV) The Company has duly ancted the “Operating Procedures for Management
over Major Internal Information” and further in accordance with the
Company’s internal control system, enacted “Operating Procedures to Prevent
Inside Trading and for Management over Major Information” to ben inside
personnel from buying, selling negotiable securities by taking advantage of the
information which has notyet been madepublic in the market.
No significant difference
compared to corporate
governance practice principles
III. Composition and Responsibilities of the
Board of Directors
(I) Does the Board develop and implement a
diversified policy for the composition of
its members?
Yes (I) Member diversification is considered by the Board members. Factors taken
into account include, but are not limited to gender, age, cultures, educational
background,race, professional experience,skills,knowledge and terms of
No significant difference
compared to corporate
governance practice principles

29

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from “the Corporate
Governance Best-Practice
Principles for TWSE/TPEx Listed
Companies” and Reasons
Yes No Abstract Illustration
(II) Does the company voluntarily establish
other functional committees in addition
to the Remuneration Committee and the
Audit Committee?
(III) Does the company establish a standard to
measure the performance of the Board,
and implement it annually?
(IV) Does the company regularly evaluate the
independence of CPAs?
Yes No
No
service. The Board objectively chooses candidates to meet the goal of member
diversification.
(II) The Company has set up the Audit Committee and Remuneration Committee,
the Company’s independent directors serve as the Committee members. For
more details regarding the business performance of the Company’s Audit and
Remuneration Committee, please refer to page 27&34 of this Annual Report.
The Company, nevertheless, has not yet set up committee of other functions to
date.
(III) The Company has not yet conducted self-evaluation of the Company’s board
of directors, functional committees and individual directors.
(IV) The Company’s board of directors evaluates the CPA’s independence on a
regular basis, say, on an annual basis, and retains creditworthy CPA(s) to
certify financial statements. The CPA(s) so retained has (have) been free of
any interested party involvement and has (have) independent as the strict
requirements.
IV. Does the company set up a corporate
governance unit or appoint personnel
responsible for corporate governance
matters (including but not limited to
providing information for directors and
supervisors to perform their functions,
handling work related to meetings of the
board of directors and the shareholders'
meetings, filing company registration and
changes to company registration, and
producing minutes of board meetings and
shareholders’ meetings)?
Yes The Dept.SA of the company is in charge of company governance work including:
taking care of meetings of the board of directors and the shareholders and relevant
matters according to the law, preparing meeting minutes of the board of directors
and the shareholders, reviewing and revising company governance, relevant
guidelines and regulations, providing the directors with the operating required
information, preparing regular improvement courses for the directors.
No significant difference
compared to corporate
governance practice principles
V. Does the company establish a
communication channel and build a
designated section on its website for
stakeholders (including but not limited to
shareholders, employees, customers, and
suppliers), as well as handle all the issues
they care for in terms of corporate social
responsibilities?
Yes Innolux offers a variety of features including investor services, supplier area, sales
services, product inquiries, media communications, reporting and so forth in order
to communicate and respond to shareholders‘ needs and expectations by
strengthening communications with stakeholders and thereby meeting their
expectations.
No significant difference
compared to corporate
governance practice principles
VI. Does the company appoint a professional Yes Innolux has appointed a professional agency to handle shareholder related services No significant difference

30

Evaluation Item Implementation Status Implementation Status Implementation Status Implementation Status Deviations from “the Corporate
Governance Best-Practice
Principles for TWSE/TPEx Listed
Companies” and Reasons
Yes No Abstract Illustration
shareholder service agency to deal with
shareholder affairs?
for the company. compared to corporate
governancepracticeprinciples
VII. Information Disclosure
(I) Does the company have a corporate
website to disclose both financial
standings and the status of corporate
governance?
(II) Does the company have other
information disclosure channels (e.g.
building an English website, appointing
designated people to handle information
collection and disclosure, creating a
spokesman system, webcasting investor
conferences)?
Yes
Yes
(I) Through the company’s website (http://www.innolux.com
) with Chinese and
English versions, we provide financial, business, and corporate governance
information and keep updating.
(II) The company’s English website announces information and our Public
Relations department, Stock department and the related department
responsible for collecting and disclosing the related information also set up
positions for its spokesperson in accordance with the regulations and the
company provides Investor Conference report on the official website.
No significant difference
compared to corporate
governance practice principles
VIII. Is there any other important information
to facilitate a better understanding of the
company’s corporate governance
practices (e.g., including but not limited
to employee rights, employee wellness,
investor relations, supplier relations,
rights of stakeholders, directors’ and
supervisors’ training records, the
implementation of risk management
policies and risk evaluation measures, the
implementation of customer relations
policies, and purchasing insurance for
directors and supervisors)?
Yes (I) Employee's Rights: Please refer to page 84 “5.5 Labor Relations” of the
annual report
(II) Employee Care
The company values employees’ mental and physical balance and
provides hardware which can release stresses, such as “Le Qun Guan” and
“Huo Li Guan”. Innolux also holds different kinds of activities to provide
physical and mental relaxation for our employees. We encourage our
employees to join clubs 40 clubs in Taiwan to create an active and positive
working environment by supporting those clubs with resources.
Innolux cares for our employees from healthcare to daily lives. We care
about the health of mothers in the workplace and provide a friendly working
environment such as lactation room,mothers’ classroom, new parent lessons,
and support for lactation during work, maternity leave, birth benefits, and
parental subsidies. We also established mothers’ healthcare protection
measures and rules.
(III) Maintaining good relations and interactions with investors, suppliers, and
interested parties.
According to different interested groups, Innolux has established
multiple and unobstructed communication channels, such as investors’ service
on company’s webpage, suppliers zone, business service and product
consulting, media communications, so that we can keep communicating and
getting feedback from those interests groups’ needs and expectations.
1. Investors: the companytreats our shareholders with theprinciple of
No significant difference
compared to corporate
governance practice principles

31

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from “the Corporate
Governance Best-Practice
Principles for TWSE/TPEx Listed
Companies” and Reasons
Yes No Abstract Illustration
fairness and openness. We call the shareholders meetings according to the
Company Act and other related laws every year, encourage stockholders to
actively participate in the stockholders meeting with proposals and
questions.
2. Customers: we have salespeople and customer service units to reply to
customers’ demands effectively, establish a CRM system, monitor the
progress of handling issues, field audits and questionnaire feedback, and
customers’ satisfaction survey.
3. Employees: we set up a direct employee line, mobilization meeting,
Innolux mailbox, interactive factory meeting (Labor-Management
Meeting, the Employee Welfare Committee, management interview,
Industrial Safety), employee questionnaires (group meals, activities,
training), and opinion collection mail box.
4. Suppliers: setting up an interactive platform for supplier purchasing and
procurement management, and a buyer and procurement management
department to host ad quality meetings monthly / quoterly with other
departments and suppliers.
5. Communities: Having departments or individuals to be responsible for the
communications with community residents, visit the district officers and
residents from time to time, caring, and being kind to the neighbors.
6. Governments: actively participate the regulation public hearing and
seminar that host by the governing departments, maintain good interactions
with the governments, and follow the government’s environmental
protecting actions.
7. Non-governmental organizations: participating the professional seminars
host by NGOs, listening to the suggestions from outsiders, keep tracking
with the industrial changes, become the reference of CSR policy planning,
organizing projects that supporting weakness and promoting environmental
protection.
(IV) Directors Profession Enhancement Status
Innolux’s Directors have both professional background and practical
experience. The company arranges further studies for Directors and every
year. For the latest further study updates please refer to page 43 of this annual
report.
(V) Risk Management
Innolux has established a risk management system to regularly monitor
the related financial risks,regulation risks,climate change risks,water

32

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from “the Corporate
Governance Best-Practice
Principles for TWSE/TPEx Listed
Companies” and Reasons
Yes No Abstract Illustration
resource risks, supplier chain risks, information safety risks, and the
environment, safety, and health risks.
In the wake of the Meinong earthquake incident on 2016.02.06, Innolux
not only set up an emergency response team and executes process, operations
and production recovery programs according to existing business continuation
plans (BCP) but also reviewed its BCP guidelines flow, revised BCP principles
to enhance its feasibility and coverage and make it the model of making and
executing BCP by other divisions of this company.
(VI) The implementation of customer policy
1. The customer satisfaction service
The company practicing the quality policy and views customer
service as the core value of this company. We continuously implement
improvement plans for our internal process, such as the quality concepts of
product design, manufacturing, information systems, and logistic
cooperation, to provide the most competitive service in order to reach the
highest customer satisfaction.
2. Customer satisfaction
The company collect the KPI of services via VOC sysytem and we
monitor, analyze, and improve the feedback from customers. We also keep
interacting with customers pro-actively.
(VII) The company implements and maintains D&O insurance for its Directors
and key officers by the company
Innolux maintains D&O insurance for its Directors and keyofficers
IX. Please explain the improvements which have been made in accordance with the results of the Corporate Governance Evaluation System released by the Corporate Governance
Center, Taiwan Stock Exchange, and provide the priority enhancement measures.
Company governance of the company was ranked among the top 6%~20% in the last two years. It has set up its "Company governance guidelines" according to the revised
Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies by the Taiwan Stock Exchange Corporation (TWSE) on 2016.09.30. This company has been
working hard on sustainable economy, environment, and society and fulfilling long-term and sustainable responsibility to individual stakeholders and the whole society based
on business core value of honestyand integrity.

33

3.4.5 Composition, Responsibilities and Operations of the Remuneration Committee

A. Professional Qualifications and Independence Analysis of Remuneration Committee Members

Criteria
Name
(Note 1)

Meet One of the Following Professional Qualification Requirements, Together with at Least
Five Years of Work Experience

Meet One of the Following Professional Qualification Requirements, Together with at Least
Five Years of Work Experience

Meet One of the Following Professional Qualification Requirements, Together with at Least
Five Years of Work Experience
Independence Criteria(Note 2) Independence Criteria(Note 2) Independence Criteria(Note 2) Independence Criteria(Note 2) Independence Criteria(Note 2) Independence Criteria(Note 2) Independence Criteria(Note 2) Independence Criteria(Note 2) Number of Other Public
Companies in Which the
Individual is Concurrently
Serving as an Remuneration
Committee Member
An Instructor or Higher Position
in a Department of Commerce,
Law, Finance, Accounting, or
Other Academic Department
Related to the Business Needs of
the Company in a Public or
Private Junior College, College or
University
A Judge, Public Prosecutor,
Attorney, Certified Public
Accountant, or Other Professional
or Technical Specialist Who has
Passed a National Examination
and been Awarded a Certificate in
a Profession Necessary for the
Business of the Company
Has work experience in
the areas of commerce,
law, finance, or
accounting, or otherwise
necessary for the business
of the Company
1 2 3 4 5 6 7 8
Independent
Director
Chi-Chia
Hsieh
v v v v v v v v v 1
Independent
Director
Bo-Bo Wang
v v v v v v v v v
Independent
Director
Stanley Yuk
Lun Yim
v v v v v v v v v

Note 1:Director; Independent Director or others.

  • Note 2:If Compensation Committee Members, during the two years before being elected or during the term of office, meet any of the following situations, please tick the appropriate corresponding boxes:

  • Not an employee of the company or any of its affiliates;

  • Not a director or supervisor of the company or any of its affiliates. The same does not apply, however, in cases where the person is an independent director of the company, its parent company, or any subsidiary in which the company holds, directly or indirectly, more than 50 percent of the voting shares;

  • Not a natural-person shareholder who holds shares, together with those held by the person’s spouse, minor children, or held by the person under someone else’s name(s), in an aggregate amount of one percent or more of the total number of issued shares of the company or ranking as one of its top ten shareholders;

  • Not a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship of any of the above persons in the preceding three subparagraphs;

  • Not a director, supervisor, or employee of a corporate/institutional shareholder that directly holds five percent or more of the total number of issued shares of the company or ranking as one of its top five shareholders;

  • Not a director, supervisor, officer, or shareholder holding five percent or more of the shares of a specified company or institution that has a financial or business relationship with the company;

  • Not a professional individual or an owner, partner, director, supervisor, or officer of a sole proprietorship, partnership, company, or institution that provides commercial, legal, financial, accounting services, or consultation to the company or to any affiliate of the company, or a spouse thereof;

  • Has not been a person under any conditions defined in Article 30 of the Company Law.

34

B. Attendance of Members at Remuneration Committee Meetings

Mr. Chi-Chia Hsieh, Chairman of the Compensation Committee, convened 4 regular meetings in 2016. The Committee members’ attendance status is as follows:


as follows:
Title Name Attendance in Person (B) By
Proxy
Attendance rate (%) Remarks
Chair Chi-Chia Hsieh 4 100 -
Member Bo-Bo Wang 2 100 -
Member StanleyYuk Lun Yim 2 100 -
Member Chi-Lin Wei 2 100 2016/6/30Term expires
Member Guan-Jun Wang 2 100 2016/6/30Term expires

Annotation:

  1. There was no recommendation of the Compensation Committee which was not adopted or was modified by the Board of Directors in 2016.

  2. There were no written or otherwise recorded resolutions on which a member of the Compensation Committee had a dissenting opinion or qualified opinion.

35

3.4.6 Corporate Social Responsibility

3.4.6 Corporate Social Responsibility
Evaluation Item Implementation Status Deviations from “the Corporate
Social Responsibility Best-Practice
Principles for TWSE/TPEx Listed
Companies” and Reasons
Yes No Abstract Explanation
I.
Corporate Governance Implementation
(I) Does the company declare its corporate
social responsibility policy and examine
the results of the implementation?
(II) Does the company provide educational
training on corporate social responsibility
on a regular basis?
(III) Does the company establish exclusively
(or concurrently) dedicated first-line
managers authorized by the board to be in
charge of proposing the corporate social
responsibility policies and reporting to
the board?
(IV) Does the company declare a reasonable
salary remuneration policy, and integrate
the employee performance appraisal
system with its corporate social
responsibility policy, as well as establish
an effective reward and disciplinary
system?

Yes
Yes
No
No
(I) Innolux has established relevant CSR policies though CSR policies has not
yet to approve by Board of Director meeting directly, but still enacted
relevant policies and guidelines have also been made available on the
company’s website as a declaration of Innolux’s committment and obligation
to fulfilling its corporate social responsibilities.
(II) In the orientation training for new employees, Innolux Code of Conduct
training has been incorporated as a component.
In addition, the company has also incorporated concepts of CSR by
emphasizing values such as labor rights in the trainings for assembly line
foreman and supervisors.
(III) Innolux has established a designated unit responsible for the promotion and
planning of CSR in addition to the formulation of approaches and objectives
for sustainable development. Innolux also convenes CSR committee
meetings on a quarterly basis, though the company has not yet to report and
CSR issue to Board of Director meeting directly but the president each site in
Taiwan and mainland China attend the meeting and by senior supervisors
from various business divisions forth to discuss the performance of CSR
promotion and rate of object accomplishsment in an effort to fulfill the
company’s corproate social responsibilities.
(IV) Innolux takes the issue of employee benefit and welfare very seriously and
has taken steps to ensure that factors such as gender would result in different
wage/benefit for employees. By taking various factors into consideration,
Innolux is able to offer competitive salaries. Through the companys’
“employee Code of Conduct“,”Employee Reward/Punishment
Procedure“with CSR principle tally.

Compared to the CSR guidelines
and practices adopted by other
OTC/listed companies, Innolux’s
CSR policies have no distinctive
differences.
II. Sustainable Environment Development
(I) Does the company endeavor to utilize all
resources more efficiently and use
renewable materials which have low
impact on the environment?
(II) Does the company establish proper
environmental management systems
based on the characteristics of their
industries?
Yes
Yes
(I) Innolux has not only reduced its discharge of contaminants from the source
but also reduced the quantity of pollutants in its waste water discharge to
increase its recycling rate by machine deisign and Technology promotion.
(II) The company has been actively promoting relevant EHS management
systems such as the ISO 14001, OHSAS18001 and so forth in order to
facilitate a positive cycle of gradual improvement for green sustainability
and safetyculture.
Compared to the CSR guidelines
and practices adopted by other
OTC/listed companies, Innolux’s
CSR policies have no distinctive
differences.

36

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from “the Corporate
Social Responsibility Best-Practice
Principles for TWSE/TPEx Listed
Companies” and Reasons
Yes No Abstract Explanation
(III) Does the company monitor the impact of
climate change on its operations and
conduct greenhouse gas inspections, as
well as establish company strategies for
energy conservation and carbon
reduction?
Yes (III) Innolux has completed its GHG inventory and 3rd party audit as prescribed
by ISO 14064-1. Innolux has not only managed its GHG emission
information through a GHG Information Platform but also actively
participated in the international Carbon Disclosure Project (CDP). Innolux
scored A- for disclosure in 2016 at leadership level .
III. Preserving Public Welfare
(I) Does the company formulate appropriate
management policies and procedures
according to relevant regulations and the
International Bill of Human Rights?
(II) Has the company set up an employee
hotline or grievance mechanism to handle
complaints with appropriate solutions?
(III) Does the company offer a safe and
healthy working environment for its
employees and conduct safety and health
education for employees on a regular
basis?
(IV) Does the company setup a
communication channel with employees
on a regular basis, as well as reasonably
inform employees of any significant
changes in operations that may have an
impact on them?
(V) Does the company provide its employees
with career development and training
sessions?
(VI) Does the company establish any
consumer protection mechanisms and
appealing procedures regardingresearch

Yes
Yes
Yes
Yes
Yes
Yes
(I) Innolux makes an effort to adhere to pertinent regulations prescribed in the
Labor Standards Act. In addition, specific regulations on labor rights have
also been established in accordance with the Code,which states that
employees shall be free from harrassments or discriminations for reasons
including race.
(II) Innolux has established a number of channels for employees filing
complaints, including „Communication Hotline“, „Employee
Communication Email“ and „Suggestion Box“ that have been setup at
various facilities for employees to voice their opinions/thoughts with/without
stating their names.
(III) The company has also established its EHS Division to take charge of
operations including loss and risk aversion,EHS management and employee
education and obtained OHSAS18001 from 2005.
(IV) By establishing comprehensive channels of communication and convening
labor-management meetings and employee welfare commitee meetings on a
quarterly basis, representatives of management (consisting of senior-ranking
supervisors) and labor representatives (elected by employees) are able to
engage in direct, bi-lateral communications. With regards to the notice of
labor contract termination, relevant notification procedures are fully
compliant with pertinent regulations.
(V) Guided by the philosophy that „talents are the foundation of the company’s
development“, Innolux has established the „Employee Career Development
Roadmap“and the company also offers a list of qualifications that correspond
to specific positions, legal certificates and other diplomas in order to boost
employees‘ vocational tenacity, competence and competitiveness.
(VI) Innolux has established operating principles that are customer-oriented and
through means of telephone calls, email exchanges and face-to-face
meetings,we are able to have solidgraspof customers‘needs so as to

Compared to the CSR guidelines
and practices adopted by other
OTC/listed companies, Innolux’s
CSR policies have no distinctive
differences.

37

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from “the Corporate
Social Responsibility Best-Practice
Principles for TWSE/TPEx Listed
Companies” and Reasons
Yes No Abstract Explanation
development, purchasing, producing,
operating and service?
(VII) Does the company advertise and label its
goods and services according to relevant
regulations and international standards?
(VIII) Does the company evaluate the records
of suppliers’ impact on the environment
and society before taking on business
partnerships?
(IX) Do the contracts between the company
and its major suppliers include
termination clauses which come into
force once the suppliers breach the
corporate social responsibility policy and
cause appreciable impact on the
environment and society?

Yes
Yes
Yes
formulate improvement strategies to respond to customers in a timely
manner.
(VII) Product safety has always been the most important consideration for
consumers. And as such, safe product design and a series of safety
specification accreditations have been incorporated at the early stage of
proeduct design to ensure the safety of consumers. Innolux has taken the
initiative to apply for international standard accreditation labels for its LCD
panels in order to help consumers identify safe products at a glance.
(VIII) With regards to new suppliers, Innolux will refer to relevant guidelines on
social/economic/environmental and supply chain assessment along with
adequate risk evaluation to screen candidates before choosing official
suppliers. Suppliers with actual/potential flaws in operation that have failed
to show effective improvement despite notification and guidance from
Innolux would be included in the list of forbidden/restricted suppliers.
(IX) Innolux reserves the right to halt payment/immediately terminate or rescind
any contract of transaction/order and revoke the undersigned vendor or its
affiliated businesses‘ qualification as an authorized supplier. Innolux would
also be entitled to file for compensation for any losses incurred on the
company’s part.
IV. Enhancing Information Disclosure
(I) Does the company disclose relevant and
reliable information regarding its
corporate social responsibility on its
website and the Market Observation Post
System(MOPS)?
Yes Innolux has established a „Corporate Social Responsibilities“ section on its
official website.
Compared to the CSR guidelines
and practices adopted by other
OTC/listed companies, Innolux’s
CSR policies have no distinctive
differences.
V. If the Company has established the corporate social responsibility principles based on “the Corporate Social Responsibility Best-Practice Principles for TWSE/TPEx Listed
Companies”, please describe any discrepancy between the Principles and their implementation:
The Company has enacted established „Innolux Corporate Code of Conduct and CSR Management Handbook“ as a working guideline that prescribes the philosophies and
behaviors that are expected of all Innolux employees acoording to Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies and EICC code
of conduct.The code of conduct serves as a reminder that in the face of different challenges from compeititons, no one shall engage in amoral or illegal business activities for
the sake of company profit or growth and that everyone at Innolux must adopt higher standards of self-expectation in order to create greater values to contribute to the society.
Using tools such as PC startup screen, posters and relevant promotional platforms, Innolux has disseminated the contents of the code of conduct and incorporated CSR and
employee code of conduct courses in the new employee orientations,though the companyhas notyet to report and CSR issue to Board of Director meetingdirectly.
VI. Other important information to facilitate better understanding of the company’s corporate social responsibility practices:
Innoluxpublishes its CSR Report annually. The report features relevant chapters and contents on Innolux’s CSR commitment,corproategovernance and development,

38

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from “the Corporate
Social Responsibility Best-Practice
Principles for TWSE/TPEx Listed
Companies” and Reasons
Yes No Abstract Explanation
initiatives such as „To Earth, with L.O.V.E“ and „To People, with S.M.I.L.E“ to offer comprehensive disclosure of relevant strategies, directions, measures and performance
indicators for issues that were of concern to shareholders. As for Innolux’s CSR performance, in addition to the publication of the report, relevant information is also made
available on the company’s website.
VII. A clear statement shall be made below if the corporate social responsibility reports were verified by external certification institutions:
Innolux’s CSR Report for 2016 has been verified by 3rd party institute SGS Taiwan for full compliance with the AA1000AS (AccountAbility 1000 Assurance Standard) in
CategoryII high assurance level and GRI G4’s requirement for comprehensive disclosure.

39

3.4.7 Ethical Corporate Management

3.4.7 Ethical Corporate Management
Evaluation Item Implementation Status Deviations from “the Ethical
Corporate Management
Best-Practice Principles for
TWSE/TPEx Listed Companies”
and Reasons
Yes No Abstract Illustration
I.
Establishment of ethical corporate
management policies and programs
(I) Does the company declare its ethical
corporate management policies and
procedures in its guidelines and external
documents, as well as the commitment
from its board to implement the policies?
(II) Does the company establish policies to
prevent unethical conduct with clear
statements regarding relevant procedures,
guidelines of conduct, punishment for
violation, rules of appeal, and the
commitment to implement the policies?
(III) Does the company establish appropriate
precautions against high-potential
unethical conducts or listed activities
stated in Article 2, Paragraph 7 of the
Ethical Corporate Management
Best-Practice Principles for TWSE/TPEx
Listed Companies?
Yes
Yes
No (I) Innolux has established Corporate Conduct and Ethics and has clearly laid out
the management’s philosophy of honest management also in the „CSR
Management Handbook“„Code of Ethics for Directors and Officers“„Code of
Moral Conduct“and„Supplier Corporate Social Responsibility Code of
Conduct Operating Standard“. These documentations strictly require all
employees to adhere to the company’s policies on honesty. Additionally,
Innolux’s honest management policy and implementations by the board and
management are duly disclosed in both the annual report and CSR report.
(II) Innoux has not enacted procedures for Ethical Management and Guideline for
Conduct,but with regards to the prevention of dishonest behavior, Innolux has
established clearly defined regulations for appropriate behaviors in the”Ethical
Corporate Management Best Practice Principles”, ”Code of Ethics for
Directors and Officers”,”Corporate Conduct and Ethics”,“Supplier Corporate
Social Responsibility Code of Conduct Operating Standard”, which states that
any act of violation shall be subjected to corresponding punitive actions in
accordance with pertinent regulations and work regulations. In addition,
Innolux has also established relevant systems for loding complaints as a means
for offending employees to seek aid.
(III) Innoux has specification should any Innolux employee be found to take part in
any act of dishonesty, the offending employee shall receive corresponding
disciplinary actions. Should said employee be found to be involved in
incidents of corruption, receiving bribery/commission, theft,
misappropriate/embezzle company property to result in loss of
property/significant damage to the company’s reputation would face dismissal.
Should any supplier be found to violate the commitment to honesty and
integrity (including the offering/acceptance of bribery, offering illegal political
contributions and so forth), Innolux would revoke the supplier’s status as a
qualified supplier and cease all collaboration with said supplier.

Conformity with the Integrity
Operation Practice Principles for
TWSE/GTSM-Listed Companies
II.
Fulfill operations integrity policy
(I) Does the company evaluate business
partners’ ethical records and include
ethics-related clauses in business
contracts?
Yes (I) The company request for global suppliers has a cooperation relationship to
follow the Supplier CSR Code of Conduct Operating Standards and sign the
Supplier's Undertaking About the Code of Conduct Integrity, the company
request suppliers toguarantee that theywill refrain from bribes or offeringto
Conformity with the Integrity
Operation Practice Principles for
TWSE/GTSM-Listed Companies

40

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from “the Ethical
Corporate Management
Best-Practice Principles for
TWSE/TPEx Listed Companies”
and Reasons
Yes No Abstract Illustration
(II) Does the company establish an
exclusively (or concurrently) dedicated
unit supervised by the Board to be in
charge of corporate integrity?
(III) Does the company establish policies to
prevent conflicts of interest and provide
appropriate communication channels, and
implement it?
(IV) Has the company established effective
systems for both accounting and internal
control to facilitate ethical corporate
management, and are they audited by
either internal auditors or CPAs on a
regular basis?
(V) Does the company regularly hold internal
and external educational trainings on
operational integrity?
Yes
Yes
Yes
No bribe Innolux's employees. Suppliers shall also not offer bribes or benefits to
political parties or candidates.
(II) The company has not yet established a designated unit or personnel in charge
of promoting corporate ethical management for the time being. In accordance
with the philosophy of “Corporate Integrity Practice Principles of Innolux”,
nevertheless, the Company has established an Integrity Committee, which is
directly report to Chairman to investigation any contrary of integrity matters.
(III) The company clearly makes rules about preventing conflicts of interest in the
Code of Conduct. If there is any violation, the company also provides a proper
way to report, including a Mailbox for Reporting ([email protected])
and staff complaint mailboxes.
(IV) Based on the annual audit plan approved by the Board of Directors, perform
the internal audit's fieldwork auditing or review depending on the risk. Report
of the audit results on a regular basis to ensure that the board and managers are
aware of the level of goal achievement in the fields of operational results and
efficiency, financial reports are reliable, and the company complies with the
relevant decrees.
(V) We have made all of our various policies available through easy access on our
intranet and require all employees to be trained on corporate social
responsibility, also promoted via internal computer boot screens, newsletters,
and posters to enhance the staff’s understanding of these policies. We also
require our stakeholders, such as our suppliers and vendors, to accept and
abide bythe integrity policy.
III. Operation of the integrity channel
(I) Does the company establish both a
reward/punishment system and an
integrity hotline? Can the accused be
reached by an appropriate person for
follow-up?
(II) Does the company establish standard
operating procedures for confidential
reportingon investigatingaccusation
Yes
Yes
(I)
Innolux has implemented a Mailbox for Reporting and staff complaint
mailboxes to encourage employees and related people to report evidence. For
anti-integrity and anti-corruption incidents, investigators will conduct
confidential factual investigations. The investigation reports are submitted to
the Integrity Commission for resolution and penalties are imposed internally
or the incident is prosecuted.
(II) Innolux Corporation ratified the “Operating Standards for the Investigation
and Management of Corruption Cases” as the investigation standard for
incidents and related confidentialitysystems.
Conformity with the Integrity
Operation Practice Principles for
TWSE/GTSM-Listed Companies

41

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from “the Ethical
Corporate Management
Best-Practice Principles for
TWSE/TPEx Listed Companies”
and Reasons
Yes No Abstract Illustration
cases?
(III) Does the company provide proper
whistleblower protection?
Yes (III) The company designed a confidentiality system to protect the informants and
listed it in the Code of Conduct; the company will protect employees from
anyrevenge due to reportingan incident.
IV. Strengthening information disclosure
Does the company disclose its ethical
corporate management policies and the
results of its implementation on the
company’s website and MOPS?
Yes The company discloses the Code of Conduct on the Company’s official website
and Taiwan Stock Exchange's Market Observation Post System. It also discloses
related information about operational integrity and implements results in the
official website and corporate social responsibility report.
Conformity with the Integrity
Operation Practice Principles for
TWSE/GTSM-Listed Companies
V.
If the company has established the ethical corporate management policies based on the Ethical Corporate Management Best-Practice Principles for TWSE/TPEx Listed
Companies, please describe any discrepancy between the policies and their implementation.
The Company has enacted “Corporate Integrity Practice Principles of Innolux” approved by Board of director meeting and disclose on the official website and M.O.P.S.
There is not conformitywith the integrityoperationpracticepriceiples for TWSE/GTSM-List companies.
VI. Other important information to facilitate a better understanding of the company’s ethical corporate management policies (e.g., review and amend its policies).: In order to ensure
full compliance to the company’s policies for honest management, all newcomers are required to sign a „Honesty, Integrity & IP Protection Agreement“ and suppliers over the
world that collaborate with Innolux to sign the „Vendor Commitment“ in the hopes of helping all employees and collaborating partners of Innolux to understand and respect the
company’s moral standards. In addition, the company has also been disseminating relevant concepts via workstation startup screens along with routine publication of
legal-affairs & IP newsletters containing relevant legal issues so that „Honesty and Integrity“ would become the core of Innolux’s fundamental corporate culture. In addition,
Innolux conducts business ethics regulation risk assessment on a yearly basis to monitor the company’s management of business ethics through internal control whilst verifying
and updating pertinent regulations on business ethics.

42

3.4.8 Corporate Governance Guidelines and Regulations

Please refer to the Company’s website at www. innolux.com,and the page 26-48 of annual report.

3.4.9 Other Important Information Regarding Corporate Governance

  1. Standard operating procedures for the handling of vital internal information: Innolux has established its „Vital Internal Information Handling Procedure“ that clearly regulates the handling of important internal information. Relevant procedures have been submitted to the board for approval and internal announcements have been made in the company along with relevant trainings for all employees.

  2. Status of Directors ' participation in corporate governance related courses and trainings as of the deadline of annual report publication

April 30,2017 April 30,2017
Title Name Date Sponsoring Organization Course Hours
Chairman Jialian Investment
Co., Ltd.
Jyh-Chau Wang
Nov 22
2016
Taiwan Corporate
Governance Association
Prevention of Fraud 3
Trade Secrets & competition restrictions 3
Director Hyield venture
Capital Co., Ltd.
Te-Tsai Huang
Nov 22
2016
Taiwan Corporate
Governance Association
Prevention of Fraud 3
Trade Secrets & competition restrictions 3
Director I-Chen Investment
Ltd.
Chuang-Yi Chiu
Nov 22
2016
Taiwan Corporate
Governance Association
Prevention of Fraud 3
Trade Secrets & competition restrictions 3
Director Innolux Education
Foundation
Chin-LungTing
Nov 22
2016
Taiwan Corporate
Governance Association
Prevention of Fraud 3
Trade Secrets & competition restrictions 3
Independent
Director
Chi-Chia Hsieh Aug 11,
2016
Taiwan Corporate
Governance Association
How to prevent corruption 3
Nov 10,
2016
Risk and opportunity 3
Nov 22
2016
Prevention of Fraud 3
Trade Secrets & competition restrictions 3
Independent
Director
Bo-Bo Wang Nov 22
2016
Taiwan Corporate
Governance Association
Prevention of Fraud 3
Trade Secrets & competition restrictions 3
Independent
Director
Stanley Yuk Lun
Yim
Nov 22
2016
Taiwan Corporate
Governance Association
Prevention of Fraud 3
Trade Secrets & competition restrictions 3

43

  1. Status of managers‘ participation in corporate governance related courses and trainings as of the deadline of annual report publication
April 30,2017 April 30,2017
Title Name Date SponsoringOrganization Course Hours
Chairman
&CEO
Jyh-Chau Wang Nov 22
2016
Taiwan Corporate
Governance Association
Prevention of Fraud 3
Trade Secrets & competition restrictions 3
President
&COO
Chih-Hung Hsiao Aug 22,
2016

Innolux Corporation
Trade secret act and policy of Anti-
corruption
0.5
Nov 22
2016
Taiwan Corporate
Governance Association
Prevention of Fraud 3
Trade Secrets & competition restrictions 3
Excutive
Vice
President
Chin-Lung Ting Sept 1,
2016
Innolux Corporation Trade Secrets,Personal Information
Protection Act &Anti-corruption
0.5
Nov 22
2016
Taiwan Corporate
Governance Association
Prevention of Fraud 3
Trade Secrets & competition restrictions 3
Vice
President
Yao-Tong Chen Sept 1,
2016
Innolux Corporation Trade Secrets,Personal Information
Protection Act &Anti-corruption
0.5
Nov 22
2016
Taiwan Corporate
Governance Association
Prevention of Fraud 3
Trade Secrets & competition restrictions 3
Vice
President
Hung-Wen Yang Sept 1,
2016
Innolux Corporation Trade Secrets,Personal Information
Protection Act &Anti-corruption
0.5
Nov 22
2016
Taiwan Corporate
Governance Association
Prevention of Fraud 3
Trade Secrets & competition restrictions 3
Vice
President
Chih-Ming Chen Sept 1,
2016
Innolux Corporation Trade Secrets,Personal Information
Protection Act &Anti-corruption
0.5
Nov 22
2016
Taiwan Corporate
Governance Association
Prevention of Fraud 3
Trade Secrets & competition restrictions 3
Vice
President
Chu-Hsiang Yang Sept 1,
2016
Innolux Corporation Trade Secrets,Personal Information
Protection Act &Anti-corruption
0.5
Nov 22
2016
Taiwan Corporate
Governance Association
Prevention of Fraud 3
Trade Secrets & competition restrictions 3
Finance
Supervisor
Chien-Lang Lo Sept 1,
2016
Innolux Corporation Trade Secrets,Personal Information
Protection Act &Anti-corruption
0.5
Nov 22
2016
Taiwan Corporate
Governance Association
Prevention of Fraud 3
Trade Secrets & competition restrictions 3
Accounting
Supervisor
Chin-Yuan Chang Sept 1,
2016
Innolux Corporation Trade Secrets,Personal Information
Protection Act &Anti-corruption
0.5
Nov 22
2016
Taiwan Corporate
Governance Association
Prevention of Fraud 3
Trade Secrets & competition restrictions 3
  1. Certification Details of Employees Whose Jobs are Related to the Release of the Company’s Financial Information

Information
Certification Number of Employees
Finance&Accounting Internal Audit
Certified Internal Auditor(CIA) - 2
Chartered Financial Analyst(CFA) 1 -
Financial Risk Manager(FRM) 1 -
Senior Securities Specialist 5 -
Securities Specialist 4 -
Internal controller test of SFI 1 -

44

3.4.10 Internal Control System

1. Statement of internal control system

Innolux Corporation Statement of Internal Controls

Date: Feb 10, 2017

According to the examination on internal control systems done by the Company itself in 2016, we hereby state as follows:

  • I. The Company’s board of directors and management team understand their responsibilities of developing, implementing and maintaining the Company’s internal control system, and such a system has been established. The purpose of establishing the internal control system is to reasonably assure the following objectives: The effectiveness and efficiency of business operation (including earnings, operation performance, and the safeguard of company assets); The reliability of the financial and related reports; and The compliance of the relevant laws/regulations and company policies;

  • II. Due to the innate limitations in designing a faultless internal control system, this system can only assure that the reasonableness of the above three objectives has been fairly achieved. In addition, the effectiveness of the internal control system may change over time due to the change of the business environment or situation. Since the Company’s internal control system has included a self-examination capability, the Company will make immediate corrections when errors are detected.

  • III. The evaluation of effectiveness of the internal control system design and implementation is made in accordance with the “Guidelines for the Establishment of Internal Control Systems by Public Companies” (the Guidelines). The Guidelines are made to examine the following five factors during the management and control process: (1) control environment, (2) risk assessment and response, (3) control activities, (4) information and communication, and (5) supervision. Each factor also includes several items. Details of each factor can be found in the Guidelines.

  • IV. The Company has examined the effectiveness of each respected area in the internal control system based on the Guidelines.

  • V. The examination results indicated that the Company’s internal control system (including subsidiary governance) dated December 31, 2016 had effectively assured that the following objectives had been reasonably achieved during the assessing period: The degree of effectiveness and efficiency of business operation; The reliability of the financial and related reports; The compliance of the relevant laws/regulations and company policies

  • VI. This Statement is a significant part of the Company’s annual report and prospectus available to the general public. If it contains false information or omits any material content, the Company is in violation of Article 20, Article 32, Article 171, and Article 174 set forth in the Taiwan’s Securities and Exchange Act.

  • VII. The Company hereby declares that this statement had been approved by the Board of Directors on Feb 10, 2017. Among the 7 attending Directors, no one raised any objection to the contents of this statement.

Innolux Corporation Chairman: Jyh-Chau Wang General Manager: Jyh-Chau Wang

  1. Hire an accountant to audit the Company’s internal control system and disclose the audit report made by accountants: None.

45

3.4.11 Lawful punishment inflicted on the Company, and/or disciplinary action taken by the Company against its employees for violating internal regulations in the latest year and up to the printing date of this Annual Report); important errors committed; and correction and improvement procedures: None.

3.4.12 Major Resolutions of Shareholders’ Meeting and Board Meetings

  1. Important resolutions and implementation made by the Shareholders’ Meeting by the end of 2016

  2. (1) Resolution to revise Innolux’s charter carried.

    • Status of execution: Resolution carried and implemented in accordance with the revised procedure Implementation Status: Fully implemented in accordance with the resolutions
  3. (2) Adoption of the 2015 Business Report and Financial Statements Status of execution: Resolution carried

    • Implementation Status: Fully implemented in accordance with the resolutions
  4. (3) Adoption of the Proposal for Distribution of 2015 Profits Status of execution: Resolution carried

    • Implementation Status: Fully implemented in accordance with the resolutions
  5. (4) Carried the resolution to process domestic capital increase by cash to issue common shares, to issue new shares as a result of cash capital increase for sponsoring issuance of GDR. Status of execution: Resolution carried and the Board has been authorized to conduct fund raising but there is no any shares issued in the latest year and up to the printing date of this Annual Report.

  6. (5) Carried the resolution to process capital increase in cash to conduct private placement of ordinary shares/preferred shares or private placement of foreign or domestic convertible corporate bonds.

    • Status of execution: Resolution carried and the Board has been authorized to conduct fund raising but there is no any shares issued in the latest year and up to the printing date of this Annual Report.
  7. (6) Resolution to revise Innolux’s Rules of Shareholders' Meeting.

    • Status of execution: Resolution carried

    • Implementation Status: Fully implemented in accordance with the resolutions

  8. (7) Resolution to revise Innolux’s Election Rules of Directors and Supervisors of the company. Status of execution: Resolution carried

    • Implementation Status: Fully implemented in accordance with the resolutions
  9. (8) Resolution to revise Innolux’s Operating Procedure Governing the Acquisition and Disposal of Assets of the company.

    • Status of execution: Resolution carried

    • Implementation Status: Fully implemented in accordance with the resolutions

  10. (9) Resolution to revise Innolux’s Procedures for Engaging in Derivatives Trading of the company. Status of execution: Resolution carried

    • Implementation Status: Fully implemented in accordance with the resolutions
  11. (10) Resolution to revise Innolux’s Operating Procedure Governing Loaning of Funds of the company.

    • Status of execution: Resolution carried

    • Implementation Status: Fully implemented in accordance with the resolutions

  12. (11) Resolution to revise Innolux’s Operating Procedure Governing Endorsement and Guarantee of the company.

    • Status of execution: Resolution carried

    • Implementation Status: Fully implemented in accordance with the resolutions

  13. (12) Proposal to overall re-election of directors

Status of execution:Please refer page 11 Board of Directors members information.

  • (13) proposed to dismiss the non-competition obligation of the newly elected directors and its representatives

Status of execution: Resolution carried

  • Implementation Status: Fully implemented in accordance with the resolutions.

46

2.Important resolutions bythe Board for 2016prior to the deadline of annual reportpublication 2.Important resolutions bythe Board for 2016prior to the deadline of annual reportpublication
Date Major resolutions
February 2, 2016 Amendment to part of the provisions of the“Articles of Incorporation”.
The Company’s individual financial statements and consolidated financial statements,
2015.
Passed the Accountant assessment of the independence and appropriateness.
The Company’s Business Plan 2016.
Proposal for syndicated loans for the capital expenditures for the Company in 2016.
Amendment to part of the provisions of the“Rules for Shareholders Meeting”&“Election
Rules of Directors and Supervisors”.
Amendment to part of the provisions of the“Procedures for Acquisition or Disposal of
Assets”&“Polices and Procedures for Financial Derivates Transactions” &“Procedures for
Loaning of Funds to Others” &“Procedures for Endorsement & Guarantee”.
Election the members of the Seventh Term Board of Directors.
Proposal to convene the Company’s regular shareholders meeting 2016.
Amendment of the Company’s “Full Incentive System along with Appendix for
Managerial Officers” and submittal of the “Full Incentives for Managerial Officers 2015”.
Proposal to revoke the Company’s repurchase/redemption of restriction upon employees’
right for new shares in Quarter IV, 2015.
Declaration of the Company’s internal control system 2015.
Proposal for execution of loan agreements with financial institutions.
May 12, 2016 The Compensation Committee is proposing employee, directrs and supervisors bonus for
the year of 2015.
Prepare and compile Innolux’s Account of Business for 2015.
Draft of Innolux’s Dividend Remittance for 2014.
Proposal to process domestic capital increase by cash to issue common shares,to issue new
shares as a result of cash capital increase for sponsoring issuance of GDR.
Proposals to conduct private placement of ordinary share/preferred share capital increase
by cash or private placement of foreign or domestic convertible corporate bonds.
Review Submission Period of the nomination of director candidates proposed by
shareholders.
Proposal to dismiss the non-competition obligation of the newly elected directors and its
representatives.
New proposals at the 2016 Annual Meeting of Shareholders.
Enacted Audit Committee charter.
Amendment Rules and Procedures for Meeting of the Board of Directors and cancel the
Secretariat, Board of Directors.
Amendment internal control system and internal audit implementation rules.
Amendment to part of the provisions of the“Procedures for halt and resumption
applications”&“Procedures for Handling Material Inside Information”&“Code of
Ethics for Directors and Officers”&“Ethical Corporate Management Best Practice
Principles” &”Compensation Committee charter”
Proposal to revoke the Company’s repurchase/redemption of restriction upon employees’
right for new shares in Quarter I, 2016.
Proposal for execution of short-term loan agreements with financial institutions.
The Compensation Committee is proposing manager bonus for the year of 2015.
The company Chairman, Director and CEO Hsing-Chien Tuan Retired.
Elected Chairman & President.
Dr. Tuan as Innolux’s Honor Chairman
June 24, 2016 Elected Chairman
Resigned the third term Compensation Committee members

47

Date Major resolutions
July 29, 2016 Report the derivatives transactions of Q2 2016(Note)
The Company’s Q2 audit plan excution(Note)
The Company’s consolidated financial statements,Q2 2016(Note)
According to Procedures for Acquisition or Disposal of Assets the BOD empower
Chairman decide the company and its subsidiary for acquisition or disposal of
assets(Note)
Proposal to revoke the Company’s repurchase/redemption of restriction upon employees’
right for new shares in Quarter II, 2016.
Proposal to execute agreement with Bank of Taiwan, CTBCbank and other financial
institution(s) for NT$3.5 billion syndicated loans.
Proposal for execution of short-term loan agreements with financial institutions.
The BOD,Audit and Compensation Committee salary adjustment.
The manager monthlysalaryadjuetment.
The Company’s consolidated financial statements,Q3 2016(Note)
The Company’s Q3 audit plan excution(Note)
Report the derivatives transactions of Q3 2016(Note)
Passed the Audit plan of 2017.(Note)
Enacted the company’sCorporate Governance Principles
Proposal to revoke the Company’s repurchase/redemption of restriction upon employees’
right for new shares in Quarter III, 2016.
Proposal for execution of short-term loan agreements with financial institutions.
Octber 28, 2016
Feburary 10, 2017 Report the derivatives transactions of Q4 2016(Note)
The Company’s Q4 audit plan excution(Note)
The Company’s Business Plan 2017.
Proposal for the capital expenditures for the Company in 2017.
The Company’s individual financial statements and consolidated financial statements,
2016.(Note)
Passed the Accountant assessment of the independence and appropriateness.(Note)
Amendment to part of the provisions of the“Articles of Incorporation”.
Proposal to convene the Company’s regular shareholders meeting 2017.
Declaration of the Company’s internal control system 2016.(Note)
Amendment to part of the provisions of the “Procedures for halt and resumption
applications”.
Proposal to revoke the Company’s repurchase/redemption of restriction upon employees’
right for new shares in Quarter IV, 2016.
Proposal for execution of short-term loan agreements with financial institutions.
Submittal of the“Full Incentives for Managerial Officers 2016”.
March 15, 2017 The change of General Manager of INX.

Note: The Securities and Exchange Act 14-5

3.4.13 Major Issues of Record or Written Statements Made by Any Director or Supervisor Dissenting to Important Resolutions Passed by the Board of Directors : None

3.4.14 Resignation or Dismissal of the Company’s Key Individuals, Including the Chairman, CEO, and Heads of Accounting, Finance, Internal Audit and R&D

Title Name Date of
Appointment
Date of
Termination
Reasons for Resignation or
Dismissal
Chairman Hsing-Chien Tuan 2003/1/14 2016/5/12 Retired
R&D
director
Wen-Jyh Sah 2010/3/18 2016/6/7 Position Adjustment
President Jyh-Chau Wang 2010/3/18 2017/3/15 Resigned

48

3.5 Information Regarding the Company’s Audit Fee and Independence

Accounting Firm Name of CPA Name of CPA Period Covered by CPA’s
Audit
Remarks
Pricewaterhousecoopers Wu,Han-Chi Sheng-ChungHsu Jan 1,2016 - Dec 31,2016 -

Unit: NT$ thousands

Unit: NT$thousands
Fee Items
**Fee Range **
Audit Fee Non-Audit Fee Total
1 Under NT$2,000,000
2 NT$2,000,001 ~ NT$4,000,000
3 NT$4,000,001 ~ NT$6,000,000
4 NT$6,000,001 ~ NT$8,000,000
5 NT$8,000,001 ~ NT$10,000,000
6 Over NT$100,000,000 V V V

3.5.1 Non-audit fee paid to auditors, the audit firm and its affiliates accounted for more than one-fourth of total audits Fees should disclosure the audit fee and non-audit fee amount and non-audit service content

Audit Fee: NT$ Thousands Audit Fee: NT$ Thousands Audit Fee: NT$ Thousands
Accounting
Firm
Name of CPA Audit
Fee
Non-Audit Fee Period
Covered by
CPA’s Audit
Remar
ks
System
Design
Company
Registration
Human
resource
Others Subtotal
Pricewaterho
usecoopers
Han-Chi Wu
Sheng-Chung Hsu
22,683 - 160 - 16,917 17,077 Jan 1, 2016
to
Dec 31,2016
-

3.5.2 Replaced the audit firm and the audit fee paid to the new audit firm was less than the payment of the previous year: No.

  • 3.5.3 Audit fee reduced more than 15% year over year, required to disclose the reduced amount, proportion, and reason: No.

3.6 Replacement of CPA:N.A.

  • 3.7 The Company’s chairman, general manager, or any managerial officer in charge of finance or accounting matters has in the most recent year held a position at the accounting firm of its CPA or at an affiliated enterprise: None

49

3.8 Changes in Shareholding of Directors, Managers and Major Shareholders 3.8.1 Changes in Shareholding of Directors, Managers and Major Shareholders.

Unit: Per share


Unit: Per share

Unit: Per share
Title Name (Note 1) 2016 As of Apr. 30, 2017
Holding Increase
(Decrease)
Pledged Holding
Increase (Decrease)
Holding
Increase
(Decrease)
Pledged Holding
Increase (Decrease)
Chairman Jialian investment Co., Ltd - - - -
Jyh-Chau Wang 320,000 - - -
Institutional Director Hyield Venture Capital Co.,
Ltd
- - - -
Te-Tsai Huang - - - -
Institutional Director I-Chen investment Ltd. - - - -
Chuang-Yi Chiu(Note2) - - - -
Institutional Director Innolux Education
Foundation(Note2)
- - - -
Chin-Lung Ting 160,000 - - -
Independent Director Chi-Chia Hsieh - - - -
Independent Director Bo-Bo Wang(Note2) - - - -
Independent Director Stanley Yuk Lun Yim - - - -
President&COO Chih-Hung Hsiao 200,000 - - -
Vice President Yao-Tong Chen 80,000 - - -
Vice President Hung-Wen Yang 160,000 - - -
Vice President Chih-Ming Chen 151,000 - - -
Vice President Chu-Hsiang Yang 140,000 - - -
Associate Vice President Ke-Yi Kao 120,000 - - -
Associate Vice President Tai-Chi Pan 120,000 - - -
Associate Vice President Kuo-Hsiung Kuo 120,000 - - -
Associate Vice President Chung-Kuang Wei 120,000 - (81,000) -
Associate Vice President Jia-Pang Pang 120,000 - - -
Associate Vice President Yu Shui Kuo 80,000 - - -
Associate Vice President Zheng-Xia Kuo 160,000 - - -
Associate Vice President Tien-Jen Lin 84,000 - - -
Associate Vice President Qing-Hui Lin 300,000 - - -
Associate Vice President Jun-Yi Yu 96,000 - - -
Associate Vice President Mao-Sheng Hung 444,800 - - -
Finance Supervisor Chien-Lang Lo 24,000 - - -
Accounting Supervisor Chin-Yuan Chang 42,000 - - -

Note 1: Refers to current managerial officers as of the printing date of the annual report Note 2: Appointed to office on July 1, 2016 thus the change in equity in 2016 was not calculated. Note 3: The increase(decrease) of the shares held includes the inward or outward transfer of the trusted shareholding. 3.8.2 Shares Trading with Related Parties None

3.8.3 Shares Pledge with Related Parties

None

50

3.9 Relationship among the Top Ten Shareholders

Name Current
Shareholding
Current
Shareholding
Spouse’s/mino
r’s
Shareholding
Spouse’s/mino
r’s
Shareholding
Shareholding by
Nominee
Arrangement
Shareholding by
Nominee
Arrangement

Name and Relationship Between the
Company’s Top Ten Shareholders, or
Spouses or Relatives Within Two
Degrees

Name and Relationship Between the
Company’s Top Ten Shareholders, or
Spouses or Relatives Within Two
Degrees
Remarks
Shares % Shares % Shares % Name Relationship
Chimei Corporation 570,929,561 5.74% N.A. N.A.
Representative:
Hsu Chun-hua
N.A. N.A.
Terry Gou 243,964,977 2.45% Hon Hai Precision
Ind. Co.,Ltd.
Chairman
Hyield
Venture
Capital
Co., Ltd

176,311,219
1.77% Hon Hai Precision
Ind. Co., Ltd.
Subsidiary of Hon Hai
Precision Ind. Co.,
Ltd.
Representative:
Te-Tsai Huang
212,619 N.A. N.A.
HSBC (U.K.) entrusted
with the custody account -
IB(Asia)SBL
148,981,524 1.50% N.A. N.A.
Standard Chartered Bank
hosting Sanskrit Vanguard
Emerging Markets Equity
Index Fund account
148,059,054 1.49% N.A. N.A.
Hon Hai Precision Ind.
Co., Ltd.

147,965,363
1.49% Terry Gou Chairman
Hyield Venture
Capital Co., Ltd
Subsidiary of Hon Hai
Precision Ind. Co.,
Ltd.
Representative:
TerryGou
243,964,977 2.45% Hon Hai Precision
Ind. Co.,Ltd.
Chairman
JPMorgan Chase Bank,
N.A., Taipei Branch in
Custody for Stichting
Depositary APG Emerging
Markets EquityPool
139,139,169 1.40% N.A. N.A.
Specially designated
(earmarked) account of
Citibank (Taiwan) for the
delegated custody of
Newly Emerging Market
Evaluation Fund
137,622,544 1.38% N.A. N.A.
Compal Electronics, Inc. 134,877,335 1.36% N.A. N.A.
Representative:
Hsu,Sheng-Hsiung
2, 267,754 0.02% N.A. N.A.
Cathay Life Insurance
Co.,Ltd.
130,775,218 1.31% N.A. N.A.
Representative:
Tsai Hong-Tu
N.A. N.A.

51

3.10 Ownership of Shares in Affiliated Enterprises

Unit:Shares :12/31/2016

Affiliated
Enterprises
Ownership by the
Company
Ownership by the
Company
Direct or Indirect
Ownership by
Directors/Supervisors/
Managers
Direct or Indirect
Ownership by
Directors/Supervisors/
Managers
Total Ownership Total Ownership
Shares % Shares % Shares %
Asiaward Investment Ltd. - - 77,830,001 100% 77,830,001 100%
Best China Investments Ltd. - - 10,000,001 100% 10,000,001 100%
Bright Information HoldingLtd. 4,910,000 100% - - 4,910,000 100%
Golden Achiever International Limited 40,250 100% - - 40,250 100%
InnoLux Corporation - - 2,000 100% 2,000 100%
Innolux HoldingLtd. 246,768,185 100% - - 246,768,185 100%
Innolux HongKongHoldingLimited 1,158,844,000 100% - - 1,158,844,000 100%
Innolux HongKongLimited - - 35,000,000 100% 35,000,000 100%
Innolux Optoelectronics Europe B.V. 180 100% - - 180 100%
Innolux Optoelectronics GermanyGmbH - - 250 100% 250 100%
Innolux Optoelectronics Hong Kong Holding
Ltd.
- - 162,897,802 100% 162,897,802 100%
Innolux Optoelectronics Japan Co., Ltd. 80 100% - - 80 100%
Innolux Optoelectronics USA, Inc. - - 1,000 100% 1,000 100%
Innolux TechnologyEurope B.V. - - 375,810 100% 375,810 100%
Innolux TechnologyGermanyGmbH - - 100,000 100% 100,000 100%
Innolux TechnologyJapan Co., Ltd. - - 201 100% 201 100%
Innolux TechnologyUSA Inc. - - 1,000 100% 1,000 100%
KeywayInvestment Management Limited 5,656,410 100% - - 5,656,410 100%
Lakers TradingLtd. - - 1 100% 1 100%
Landmark International Ltd. 709,450,000 100% - - 709,450,000 100%
Leadtek Global GroupLimited 50,000,000 100% - - 50,000,000 100%
Magic Sun Ltd. - - 38,000,001 100% 38,000,001 100%
Main DynastyInvestment Ltd. - - 139,623,801 100% 139,623,801 100%
Mega Chance Investments Ltd. - - 18,000,000 100% 18,000,000 100%
Nets TradingLtd. - - 900,001 100% 900,001 100%
Rockets HoldingLtd. - - 226,504,550 100% 226,504,550 100%
Stanford Developments Ltd. - - 164,000,000 100% 164,000,000 100%
Sun DynastyDevelopment Ltd. - - 295,969,001 100% 295,969,001 100%
Suns HoldingLtd. - - 18,177,052 100% 18,177,052 100%
ToppolyOptoelectronics(B.V.I.)Ltd. 146,847,000 100% - - 146,847,000 100%
ToppolyOptoelectronics(Cayman)Ltd. - - 146,817,000 100% 146,817,000 100%
Warriors TechnologyInvestments Ltd. - - 18,177,052 100% 18,177,052 100%
Shanghai Innolux Optoelectronics Ltd. - - - 100% - 100%
Yuan Chi investment co., Ltd - 100% - - - 100%
Foshan Innolux Flnet Electronics Ltd. - - - 100% - 100%
Foshan Innolux Optoelectronics Ltd. - - - 100% - 100%
Foshan Innolux Logistics Ltd. - - - 100% - 100%
VAP Optoelectromics(NanJing)Corp. - - - 100% - 100%
Kunpal Optoelectronics Ltd. - - - 100% - 100%
NanjingInnolux TechnologyLtd. - - - 100% - 100%
NanjingInnolux Optoelectronics Ltd. - - - 100% - 100%

52

Affiliated
Enterprises
Ownership by the
Company
Ownership by the
Company
Direct or Indirect
Ownership by
Directors/Supervisors/
Managers
Direct or Indirect
Ownership by
Directors/Supervisors/
Managers
Total Ownership Total Ownership
Shares % Shares % Shares %
InnoJoyInvestment Corp. 167,405,392 100% - - 167,405,392 100%
Innocom Technology (Shenzhen)Co., LTD - - - 100% - 100%
Ningbo Innolux Flnet Electronics Ltd. - - - 100% - 100%
Ningbo Innolux Electronics Ltd. - - - 100% - 100%
Ningbo Innolux Optoelectronics Co., LTD - - - 100% - 100%
Ningbo Innolux DisplayLTD - - - 100% - 100%
Ningbo Innolux Logistics LTD - - - 100% - 100%

53

IV. Capital Overview

4.1 Capital and Shares

4.1.1 Source of Capital

A. Type of Stock

Unit:Shares 4/22/2017

Share Type Authorized Capital Authorized Capital Authorized Capital Authorized Capital Authorized Capital Remarks
Outstanding Un-issued
Shares
Total
Issued Shares Unlisted Total Shares
Common Shares 9,952,078,377 - 9,952,078,377 547,921,623 10,500,000,000

B. Issued Shares

Unit: Shares Thousand ; NT Thousand

Unit: Shares Thousand;NT Thousand Unit: Shares Thousand;NT Thousand Unit: Shares Thousand;NT Thousand
Month/
Year
Par
Value
Authorized Capital Paid-in Capital Remark
Shares Amount Shares Amount Sources of Capital Capital Increased by
Assets Other than Cash
Other
2003.01 - 120,000 1,200,000 35,000 350,000 Created at inception None 2003.01.14
Yuan-Shang-Zih No.
0920001669
2003.05 10 120,000 1,200,000 100,000 1,000,000 65 million shares from cash capital
increase
None 2003.05.30
Yuan-Shang-Zih No.
0920013164
2003.10 10 1,000,000 10,000,000 300,000 3,000,000 200 million shares from cash capital
increase
None 2003.11.07
Yuan-Shang-Zih No.
0920030835
2004.04 10 1,000,000 10,000,000 900,000 9,000,000 600 million shares from cash capital
increase
None 2004.05.24
Yuan-Shang-Zih No.
0930013914
2004.09 12 2,500,000
25,000,000
1,500,000 15,000,000 600 million shares from cash capital
increase
None 2004.10.26
Yuan-Shang-Zih No.
9300030355
2005.06 14 2,500,000 25,000,000 2,100,000 21,000,000 600 million shares from cash capital
increase
None 2005.07.22
Yuan-Shang-Zih No.
0940019992
2006.01 - 2,500,000
25,000,000
2,106,624 21,066,240 6.624 million new shares issued
upon the exercise of employee stock
options
None 2006.02.13
Yuan-Shang-Zih No.
0950002674
2006.04 - 2,500,000 25,000,000 2,111,856 21,118,560 5.232 million new shares issued
upon the exercise of employee stock
options
None 2006.05.09
Yuan-Shang-Zih No.
0950011150
2006.09 - 2,500,000 25,000,000 2,112,129 21,121,290 273 thousand new shares issued
upon the exercise of employee stock
options
None 2006.10.16
Yuan-Shang-Zih No.
0950026853
2006.10 41 3,300,000 33,000,000 2,312,129 23,121,290 200 million shares from cash capital
increase
None 2006.12.04
Yuan-Shang-Zih No.
0950032417
2007.01 - 3,300,000 33,000,000 2,326,056 23,260,560 13.927 million new shares issued
upon the exercise of employee stock
options
None 2007.02.09
Yuan-Shang-Zih No.
0960003715
2007.03 - 3,300,000 33,000,000 2,331,706 23,317,062 5.650 million shares from capital
increase in connection with merger
None 2007.05.30
Yuan-Shang-Zih No.
0960014540
2007.04 - 3,300,000 33,000,000 2,331,761 23,317,612 55 thousand new shares issued upon
the exercise of employee stock
options
None 2007.05.31
Yuan-Shang-Zih No.
0960014605
2007.08 - 3,300,000 33,000,000 2,340,765 23,407,652 9.004 million new shares issued
upon the exercise of employee stock
options
None 2007.08.30
Yuan-Shang-Zih No.
0960023196
2007.09 - 3,300,000
33,000,000
2,442,155 24,421,550 101.390 million shares from capital
increase through capitalization of
retained earnings
None 2007.09.19
Yuan-Shang-Zih No.
0960025459
2007.10 - 3,300,000 33,000,000 2,442,372 24,423,720
217 thousand new shares issued
upon the exercise of employee stock
options
None 2007.10.29
Yuan-Shang-Zih No.
0960029080
2007.11 146 3,300,000 33,000,000 2,742,372 27,423,720
300 million shares from cash capital
increase to participate in the
issuance of overseas depositary
receipts
None 2007.12.10
Yuan-Shang-Zih No.
0960033616

54

Month/
Year
Par
Value
Authorized Capital Authorized Capital Paid-in Capital Paid-in Capital Remark Remark Remark
Shares Amount Shares Amount Sources of Capital Capital Increased by
Assets Other than Cash
Other
2008.02 - 3,300,000 33,000,000 2,751,026 27,510,260 8.654 million new shares issued
upon the exercise of employee stock
options
None 2008.02.12
Yuan-Shang-Zih No.
0970003364
2008.05 - 3,300,000 33,000,000 2,757,583 27,575,830 6.557 million new shares issued
upon the exercise of employee stock
options
None 2008.05.14
Yuan-Shang-Zih No.
0970012623
2008.08 - 3,300,000 33,000,000 2,770,270 27,702,700 12.687 million new shares issued
upon the exercise of employee stock
options
None 2008.08.21
Yuan-Shang-Zih No.
0970023231
2008.09 - 4,500,000 45,000,000 3,112,297 31,122,970 342.027 million shares from capital
increase through capitalization of
retained earnings
None 2008.09.09
Yuan-Shang-Zih No.
0970025445
2008.11 - 4,500,000 45,000,000 3,113,147 31,131,470 850 thousand new shares issued
upon the exercise of employee stock
options
None 2008.11.18
Yuan-Shang-Zih No.
0970032346
2009.03 - 4,500,000 45,000,000 3,123,695 32,236,950 10.548 million new shares issued
upon the exercise of employee stock
options
None 2009.03.02
Yuan-Shang-Zih No.
0980005613
2009.05 - 4,500,000 45,000,000 3,128,546 31,285,460 4.851 million new shares issued
upon the exercise of employee stock
options
None 2009.05.18
Yuan-Shang-Zih No.
0980013470
2009.07 - 4,500,000 45,000,000 3,138,537 31,385,370 9.991 million new shares issued
upon the exercise of employee stock
options
None 2009.07.23
Yuan-Shang-Zih No.
0980020313
2009.09 - 4,500,000 45,000,000 3,243,122 32,431,222 104.585 million shares from capital
increase through capitalization of
retained earnings
None 2009.09.07
Yuan-Shang-Zih No.
0980024824
2009.11 - 4,500,000 45,000,000 3,244,596 32,445,960 1.474 million new shares issued
upon the exercise of employee stock
options
None 2009.11.19
Yuan-Shang-Zih No.
0980032198
2010.02 - 4,500,000 45,000,000 3,254,841 32,548,410 10.245 million new shares issued
upon the exercise of employee stock
options
None 2010.02.12
Yuan-Shang-Zih No.
0990004357
2010.03 - 10,500,000 105,000,000 8,032,930 80,329,300 4,778,089,000 common stocks from
capital increase in connection with
merger; private placement of
731.707 millionpreferred shares
None 2010.03.30
Yuan-Shang-Zih No.
0990008717
2010.04 - 10,500,000 105,000,000 8,040,837 80,408,370 7.907 million new shares issued
upon the exercise of employee stock
options
None 2010.04.29
Yuan-Shang-Zih No.
0990011506
2010.08 - 10,500,000 105,000,000 8,043,497 80,434,970 2.660 million new shares issued
upon the exercise of employee stock
options
None 2010.08.26
Yuan-Shang-Zih No.
0990025097
2010.11 - 10,500,000 105,000,000 7,311,789 73,117,890 Reduced capital by 731.707 million
shares through private placement of
preferred shares
None 2010.11.11
Yuan-Shang-Zih No.
0990033742
2011. 01 - 10,500,000 105,000,000 7,311,809 73,118,090 20 thousand new shares issued upon
the exercise of employee stock
options
None 2011.01.03
Yuan-Shang-Zih No.
1000000178
2011. 03 - 10,500,000 105,000,000 7,312,674 73,126,740 865 thousand new shares issued
upon the exercise of employee stock
options
None 2011.03.25
Yuan-Shang-Zih No.
1000007874
2011.05 - 10,500,000 105,000,000 7,312,804 73,128,040 130 thousand new shares issued
upon the exercise of employee stock
options
None 2011.05.04
Yuan-Shang-Zih No.
1000012352
2011.07 - 10,500,000 105,000,000 7,312,904 73,129,040 100 thousand new shares issued
upon the exercise of employee stock
options
None 2011.07.26
Yuan-Shang-Zih
No. 1000021596
2011.11 - 10,500,000 105,000,000 7,312,970 73,129,708 66 thousand new shares issued upon
the exercise of employee stock
options
None 2011.11.28
Yuan-Shang-Zih
No. 1000035175
2012.10 9 10,500,000 105,000,000 7,912,970 79,129,700 600 million shares from cash capital
increase
None 2012.10.15
Yuan-Shang-Zih
No. 1010031831
2013.02 12.98 10,500,000 105,000,000 9,037,970 90,379,700 1.125 billion shares from cash
capital increase to participate in the
issuance of overseas depositary
receipts
None 2013.02.18
Yuan-Shang-Zih No.
1020005087
2013.02 5/- 10,500,000 105,000,000 9,100,272 91,002,720 Issuance of 31,151,000 new shares
with restricted employee rights at
positive consideration
Issuance of 31,151,000 new shares
with restricted employee rights at
nil consideration
None 2013.02.21
Yuan-Shang-Zih
No. 1020005099

55

Month/
Year
Par
Value
Authorized Capital Authorized Capital Paid-in Capital Paid-in Capital Remark Remark Remark
Shares Amount Shares Amount Sources of Capital Capital Increased by
Assets Other than Cash
Other
2013.04 5/- 10,500,000 105,000,000 9,101,960 91,019,600 Issuance of 844,000 new shares
with restricted employee rights at
positive consideration
Issuance of 844,000 new shares
with restricted employee rights at
nil consideration
None 2013.04.16
Yuan-Shang-Zih
No. 1020010954
2013.08 10,500,000 105,000,000 9,101,670 91,016,700 Capital reduced by 290,000 new
shares with restricted employee
rights
None 2013.08.23
Yuan-Shang-Zih
No. 1020025484
2013.11 - 10,500,000 105,000,000 9,100,892 91,008,920 Capital reduced by 778,000 new
shares with restricted employee
rights
None 2013.11.27
Yuan-Shang-Zih
No. 1020036156
2013.12 5/- 10,500,000 105,000,000 9,109,428 91,094,280 Issuance of 4,268,000 new shares
with restricted employee rights at
positive consideration
Issuance of 4,268,000 new shares
with restricted employee rights at
nil consideration
None 2013.12.27
Yuan-Shang-Zih
No. 1020040096
2014.04 - 10,500,000 105,000,000 9,106,457 91,064,570 Capital reduced by 2,970,000 new
shares with restricted employee
rights
None 2014.04.10
Zhu-Shang-Zih
No.1030009955
2014.09 12.5 10,500,000 105,000,000 9,956,457 99,564,570 850 million shares from cash capital
increase
None 2014.09.05
Zhu-Shang-Zih
No.1030026932
2014.09 - 10,500,000 105,000,000 9,955,407 99,554,070 Capital reduced by 1,049,000 new
shares with restricted employee
rights
None 2014.09.05
Zhu-Shang-Zih
No.1030026932
2014.11 - 10,500,000 105,000,000 9,954,536 99,545,360 Capital reduced by 871,000 new
shares with restricted employee
rights
None 2014.11.19
Zhu-Shang-Zih
No.1030033761
2015.03
-
10,500,000 105,000,000 9,954,224 99,542,240 Capital reduced by 312,000 new
shares with restricted employee
rights
None 2015.03.17
Zhu-Shang-Zih
No.1040007082
2015.05 - 10,500,000 105,000,000 9,953,797 99,537,970 Capital reduced by 417,000 new
shares with restricted employee
rights
None 2015.05.20
Zhu-Shang-Zih
No.1040013755
2015.08 - 10,500,000 105,000,000 9,953,583 99,535,830 Capital reduced by 214,000 new
shares with restricted employee
rights
None 2015.08.19
Zhu-Shang-Zih
No.1040023797
2015.11 - 10,500,000 105,000,000 9,953,237 99,532,370 Capital reduced by 345,000 new
shares with restricted employee
rights
None 2015.11.18
Zhu-Shang-Zih
No.1040033254
2016.02 - 10,500,000 105,000,000 9,952,682 99,526,820 Capital reduced by 555,600 new
shares with restricted employee
rights
None 2016.02.26
Zhu-Shang-Zih
No.1050004985
2016.05 - 10,500,000 105,000,000 9,952,351 99,523,510 Capital reduced by 330,000 new
shares with restricted employee
rights
None 2016.05.23
Zhu-Shang-Zih
No.1050013777
2016.08 - 10,500,000 105,000,000 9,952,210 99,522,100 Capital reduced by 141,000 new
shares with restricted employee
rights
None 2016.08.16
Zhu-Shang-Zih
No.1050022641
2016.11 - 10,500,000 105,000,000 9,952,149 99,521,490 Capital reduced by 62,000 new
shares with restricted employee
rights
None 2016.11.15
Zhu-Shang-Zih
No.1050031553
2017.03 - 10,500,000 105,000,000 9,952,078 99,520,780 Capital reduced by 70,000 new
shares with restricted employee
rights
None 2017.03.03
Zhu-Shang-Zih
No.1060005404

C. Information for Shelf Registration: None

56

4.1.2 Status of Shareholders

As of 04/22/2017

Item Government
Agencies

Financial
Institutions
Other
Juridical
Person
Domestic
Natural
Persons
Foreign
Institutions
& Natural
Persons
Total
Number of Shareholders 10 89 525 312,539 1,189 314,352
Shareholding (shares) 103,749,518 362,428,800 2,135,994,458 3,381,753,735 3,968,151,866 9,952,078,377
Percentage 1.04% 3.64% 21.46% 33.98% 39.87% 100.00%

4.1.3 Shareholding Distribution Status

A. Common Shares

A. Common Shares A. Common Shares A. Common Shares A. Common Shares
As of 04/22/2017
Class of Shareholding
(Unit: Share)
Number of Shareholders Shareholding(Shares) Percentage
1 ~ 999 91,333 28,480,329 0.29%
1,000 ~ 5,000 139,728 323,104,499 3.25%
5,001 ~ 10,000 36,868 282,057,487 2.83%
10,001 ~ 15,000 13,399 164,014,269 1.65%
15,001 ~ 20,000 8,585 157,504,055 1.58%
20,001 ~ 30,000 7,931 199,786,645 2.01%
30,001 ~ 50,000 6,603 264,271,475 2.66%
50,001 ~ 100,000 5,138 371,565,655 3.73%
100,001 ~ 200,000 2,314 328,405,174 3.30%
200,001 ~ 400,000 1,069 302,122,101 3.04%
400,001 ~ 600,000 394 194,268,648 1.95%
600,001 ~ 800,000 186 130,959,282 1.32%
800,001 ~ 1,000,000 130 119,093,335 1.19%
1,000,001 or over 674 7,086,445,423 71.20%
Total 314,352 9,952,078,377 100.00%

4.1.4 List of Major Shareholders

As of 04/22/2017

4.1.4 List of Major Shareholders As of 04/22/2017 As of 04/22/2017
Shareholder's Name Shareholding
Shares Percentage
Chimei Corporation 570,929,561 5.74%
TerryGuo 243,964,977 2.45%
Hyield Venture Capital Co.,Ltd 176,311,219 1.77%
HSBC (U.K.) entrusted with the custody account - I
B(Asia) SBL
148,981,524 1.50%
Standard Chartered Bank hosting Sanskrit Vanguard Emerging
Markets EquityIndex Fund account
148,059,054 1.49%
Hon Hai Precision Ind. Co.,Ltd. 147,965,363 1.49%
JPMorgan Chase Bank, N.A., Taipei Branch in Custody for
StichtingDepositaryAPG EmergingMarkets EquityPool
139,139,169 1.40%
Specially designated (earmarked) account of Citibank (Taiwan) for
the delegated custodyof NewlyEmergingMarket Evaluation Fund.
137,622,544 1.38%
Compal Electronics,Inc. 134,877,335 1.36%
CathayLife Insurance Co.,Ltd. 130,775,218 1.31%

57

4.1.5 Market Price, Net Worth, Earnings, and Dividends per Share

Unit: NT$ Thousand share

Item Year Year 2015 2016 As of 03/31/2017
Market Price per
Share
Highest Market Price 19.35 12.35 14.20
Lowest Market Price 9.10 8.80 11.65
Average Market Price 13.48 10.58 12.72
Net Worth per
Share
Before Distribution 23.34 22.71 23.67
After Distribution 23.14 (Note)
Earnings per
Share
Weighted Average Shares
(thousand shares)
9,922,525 9,947,293 9,952,019
Diluted
Earnings Per
Share

Adjusted Diluted
Earnings Per Share
1.09 0.19 1.19
Dividends per
Share
Cash Dividends 0.2 0.1 N.A.
Stock
Dividends
Dividends from
Retained Earnings
Dividends from
Capital Surplus
Accumulated Undistributed
Dividends
None None None
Return on
Investment
Price/Earnings Ratio 12.37 55.68 N.A.
Price/Dividend Ratio 67.40 105.80 N.A.
Cash Dividend Yield Rate 1.48% 0.95% N.A.

Note:2016 Distribution of Dividends already gets approval from the Board of Directors, subject to shareholders’ approval in Annual General Shareholders’ Meeting.

58

4.1.6 Dividend Policy and Implementation Status

A. Dividend Policy

The annual net profits of final accounts of the Company shall make up for loss first, shall secondly appropriate 10% of profit as legal reserve (however, if legal reserve reaches the total capital amount shall not apply), to make an appropriation of another sum as special reserve or make an reversal of special reserve in accordance with laws and regulation, to distribute dividend for special/preferred shares, and to add into the profit not yet distributed before, the allocation proposal shall be prepared by the board of directors and be submitted to and resolved by the shareholders’ meeting.

The Company is an emerging company of growing rapidly, capital intensive business, and is at the stage of stable growth, in order to match up the long-term financial plan of the Company in the future, investment environment and business competition situation, the allocation of dividends shall consider the future capital expenditure budget and capital requirement of the Company, and allocation proposal shall be prepared by the board of director, and then shall be allocated after a resolution adopted by shareholders’ meeting. However, for the allocation of shareholders’ dividends, the stock dividends shall not exceed two-thirds of distributable dividends in that current year.

B. Proposed Distribution of Dividend

The Board adopted a proposal in May 10, 2017 for profit distribution as follows: Cash Dividends to Common Shareholders from retained earnings: NT$ 0.1 (Per share). The proposal is subject to shareholders’ approval at the 2017 Annual Shareholders’ Meeting.

  • C. Significant changes of Dividend policy: None.

4.1.7 Effect of 2017 Share Dividends to Operating Performance and EPS.

No financial forecast disclosed for 2017, therefore not applicable.

4.1.8 Compensation of Employees and Directors

  • A. Information Relating to EmployeeS’ and Directors’ and Remuneration in the Articles of Incorporation

The annual budgeted net income of the Company shall be distributed in the following order: To pay not less than 5% of the net income as employees’ bonuses and which less than 0.1% shall be paid as remuneration to directors after recover loss.

A company may, by a resolution adopted by a majority vote at a meeting of audit committee attended by one-two of the total number of independent directors and board of directors two-thirds of the total number of directors, have the profit distributable as employees’ compensation in the preceding two paragraphs distributed in the form of shares or in cash; and in addition thereto a report of such distribution shall be submitted to the shareholders’ meeting.

The scope of employee shall be entitled to dividend & bonus may include the qualified employees of affillated companies, the board of directors is authorized to determine the related rules.

59

  • B. Estimate Foundation of Employee and Directors’ Remuneration

The company has an amount equivalent to a certain percentage of the current net earnings (net income before tax before deducting the remuneration to employees and the remuneration to directors) minus the accumulated losses estimated and appropriated as remuneration to employees and remuneration to directors, which will be reported as operating cost or operating expense. The remuneration to employees paid with stock is with the number of shares calculated in accordance with the closing price of common stock in the day prior to the resolution reached by the board of directors. If there is any change in the estimated stock share to be distributed after the publication of the financial report in the following year, it is to be treated as changes in accounting estimates and with the effect of such change recognized in the profit and loss of the following year.

  • C. Profit Distribution of 2016 Approved in Board of Directors Meeting for Employee and Directors’ Remuneration

  • (1) For the remuneration to employees and remuneration to directors paid in cash or with stock shares: If such distribution amount is different from the estimated amount recognized, the amount of difference, root cause, and accounting treatment should be disclosed as follows: It was resolved in the company’s board meeting on May 10, 2017 to have the

  • remuneration to employees paid in cash for an amount of NT$231,338,386 and the remuneration to directors for an amount of NT$3,855,639.

The estimated remuneration to employees and the estimated remuneration to directors referred to above is different from the estimated expense in 2016 for an amount of NT$40,477,977 that will be treated as changes in accounting estimates and booked as profit and loss adjustments for 2017 after a resolution reached in the shareholders’ meeting.

  • (2) The amount of remuneration to employees paid with stock shares and its ratio to the net income and total employee remuneration in the current proprietary or individual financial report:

The company has not had stock shares distributed as remuneration to employees in the current year; therefore, it is not applicable.

  • D. Information of 2015 Earnings Set Aside to Employee Bonus and Directors’ Remuneration:
Distribution of 2015 Earnings(NT$Thousand)
Directors' Remuneration $4,490
Employee Remuneration $734,524

Employees’ bonus and directors’ and supervisors’ remuneration were accrued at $734,524 and $5,000, respectively, for the year ended December 31, 2015. The amount was accrued by considering the period’s net profit after tax, legal reserve amongst other factors and the Company’s Articles of Incorporation. As resolved by the stockholders in June 2016, employees’ bonus and directors’ and supervisors’ remuneration were $734,524 and $4,490, respectively, resulting to a difference of $510 from the amounts in 2015 financial statements. The difference was caused by different accrual ratio which has been processed as accounting estimates after being approved at the shareholders’ meeting and recorded as income in 2016.

4.1.9 Buyback of Common Stock: None

60

4.2 Bonds

4.2.1 Corporate Bonds: None.

4.2.2 Convertible Bonds: None.

4.2.3 Exchangeable Bonds: None.

4.2.4 Shelf Registration for Issuing Bonds: None. 4.2.5 Corporate Bond with Warrants: None.

4.2.6 Private placement of Corporate Bonds: None.

4.3 Preferred Shares: None.

61

4.4 Global Depository Receipts

4.4
Global Depository Receipts
4.4
Global Depository Receipts
4.4
Global Depository Receipts
Issuing Date
Item
01/23/2013
Issuance & Listing LuxembourgStock Exchange
Total Amount(US$) 453,701,250
Unit issuing price (US$) 4.481
Units Issued 101,250,000
Source of negotiable securities Common Shares
Amount of negotiable securities 1,012,500,000
Rights & Obligations of GDS Holders Same as those of Common Share Holders
Trustee Not Applicable
DepositaryBank Citibank,N.A. – New York
Custodian Bank Citibank,N.A. – Taipei Branch
Outstandingbalance (units) 213,377
Treatment of expenses incurred at issuance and
thereafter
Borne by INX
Important conventions about depository and escrow
agreement
See Deposit Agreement and Custody
Agreement for Details
Market price per unit
(US$)
2016 Highest 3.86
Lowest 2.71
Average 3.28
Jan 1, 2017
-
Apr 30, 2017
Highest 4.87
Lowest 3.74
Average 4.20

62

4.5 Employee Stock Options

4.5.1 Issuance of Employee Stock Options

Unit: NT $: per share

4.5.1 Issuance of Employee Stock Options Unit: NT$:per share
Type of Stock Option 2010
Approval date June 9,2010
Issue date May19,2011
Units issued 50,000,000
Shares of stock options to be issued as a percentage
of outstandingshares
0.50%
Duration 5 Years
Conversion measures New Common Share
Conditional conversionperiods andpercentages 2nd Year: 30%;3rd Year: 60% 4th Year: 100%
Converted shares
Exercised amount
Number of sharesyet to be converted 50,000,000
Adjusted exercise price for those who have yet to
exercise their rights
21.87
Unexercised shares as a percentage of total issued
shares
0.50%
Impact onpossible dilution of shareholdings Dilution to Shareholders’ Equityis limited

Note:The aggregate total of issued and outstanding shares represents the aggregate total of issued and outstanding shares having been reported to and registered in the Ministry of Economic Affairs as of the Annual Report date.

63

4.5.2 List of Executives Receiving Employee Stock Options and the Top Ten Employees with Stock Options


Stock Options

Stock Options

Stock Options

Stock Options
Apr 30,2017;Unit: Thousand
Title Name No. of Stock
Options
Stock Options as a
Percentage of
Shares Issued
Exercised Unexercised
No. of Shares
Converted
Strike Price
(NT$)
Amount Converted
Shares as a
Percentage of
Shares lssued
No. of Shares
Converted
Strike Price
(NT$)
Amount Converted
Shares as a
Percentage of
Shares lssued
Chairman&CEO Hsing-Chien
Tuan(Note3)
3,755 0.04% 3,755 21.87 82,122 0.04%
Chairman&CEO Jyh-Chau
Wang(Note4)
President&COO Chih-Hung
Hsiao(Note5)
Excutive Vice
President
Chin-Lung
Ting(Note6)
Vice President Wen-Jyh
Sah(Note7)
Vice President Yao-TongChen
Vice President Hung-Wen Yang
Vice President Chih-MingChen
Vice President Chu-Hsiang
Yang(Note8)
Associate Vice
President
Ke-Yi Kao
Associate Vice
President
Tai-Chi Pan
Associate Vice
President
Kuo-Hsiung Kuo
Associate Vice
President
Chung-Kuang Wei
Associate Vice
President
Jia-Pang Pang
Associate Vice
President
Yu Shui Kuo
Associate Vice
President
Zheng-Xia Kuo
Associate Vice
President
Tien-Jen Lin
Associate Vice
President
Qing-Hui Lin
Associate Vice
President
Jun-Yi Yu
Associate Vice
President
Mao-Sheng Hung
Finance
Supervisor
Chien-Lang Lo
Accounting
Supervisor
Chin-Yuan Chang
Employees Jian-TingLai1 1,100 0.01% 1,100 21.87 24,057 0.01%
Employees Qiu-Lian Yang
Employees Zheng-Xu Zhou
Employees Kun-FengHuang
Employees Zong-Ren Kuo
Employees Hao-Kun Liu
Employees Shu-Fu Hsu
Employees Yang-FengLin
Employees Fu-Shou Wu
Employees Min-ZhengWang

Note 1:Refers to the current management officers and employees up to the date of the Annual Report Note 2:The total number of issued shares represents the number of issued shares registered with the Ministry of Economic Affairs as of the date of the printing of the Annual Report.

Note3:2016/5/12 Retired

Note4:2016/5/13 Promoted Note5:2017/3/16 Promoted Note6:2016/6/24 Promoted Note7:2016/6/7 Position adjustment Note8:2016/3/19 Promoted

64

4.6 Issuance of New Restricted Employee Shares 4.6.1 Issuance of New Restricted Employee Shares

30 April 2017,Unit: Dollars,Shares.

Type of New Restricted Employee
Shares
First Tranche Second Tranche Third Tranche
Date of Effective Registration Dec 13,2012
Issue date Jan 30,2013 Mar 29,2013 Dec 12,2013
Number of New Restricted Employee
Shares Issued
62,302,000(Note1) 1,688,000(Note 2) 8,536,000(Note 3)
Issue Price 0.00/5.00
New Restricted Employee Shares as a
Percentage of Shares Issued(Note 4)
0.63% 0.02% 0.09%
Vesting Conditions of New Restricted
Employee Shares
Employees shall be in active service during each of the following vesting
periods since the capital increase base date with the attainment of the annual
individual performance appraisal result of Grade B or G or above over the
years. Besides, they shall have fully complied with the service code and
have not violated the Company’s service agreement and integrity and
intellectual property agreement, work rules, stipulations in contracts with the
Company or the regulations of the Company. The percentages of shares in
which the vesting conditions are fulfilled are set out below.
Upon expiration of one year: 20% of the number of shares subscribed
Upon expiration of two years: 40% of the number of shares subscribed
Upon expiration of threeyears: 40% of the number of shares subscribed
Restricted Rights of New Restricted
Employee Shares
(1) shall not be sold, pledged, transferred, given to others as gifts, attached or
otherwise dealt with.
(2) no voting rights at general meetings.
(3) not entitled to participating in the placement (subscription) of shares,
dividend distribution for the original shareholders.
(4) From the book closure day for the placement of shares at nil onsideration,
the book closure day for cash dividends, share subscription in connection
with a cash capital increase, the book closure period for general meetings
as stipulated in Paragraph 3 under Section 165 of the Company Law, or
other statutory book closure periods based on the occurrence of facts to the
entitlement distribution date, shares without restrictions of employees who
fulfill the vesting conditions in this duration are still not entitled to any
voting rights, surplus distribution rights, share placement (subscription)
rights,and/or dividend distribution rights.
Custody Status of New Restricted
Employee Shares
Custody of shares in trust
Measures to be Taken When Vesting
Conditions are not Met
Being placed with new shares: Shares will be reacquired by the Company at nil
consideration for cancellation.
Subscribing for new shares: All shares will be repurchased by the Company at
the closing price or the original subscription price, whichever is lower, on
the expirydates of the respectiveperiods for cancellation.
Number of New Restricted Employee
Shares that have been Redeemed or
Bought Back
7,153,600 407,600 863,600
Number of Released New Restricted
Employee Shares
55,147,600 1,280,400 7,644,400
Number of Unreleased New Restricted
Shares
800 0 28,000
Ratio of Unreleased New Restricted
Shares to Total Issued Shares(%)
Impact on possible dilution of
shareholdings
The impact is limited as the dilution ratio is low

Note1:Allotment of 31,151,000 shares at nil consideration; subscription of 31,151,000 shares at a consideration. Note2:Allotment of 844,000 shares at nil consideration; subscription of 844,000 shares at a consideration. Note3:Allotment of 4,268,000 shares at nil consideration; subscription of 4,268,000 shares at a consideration. Note4:The total number of issued shares represents the number of issued shares registered with the Ministry of Economic Affairs as of the date of the printing of the Annual Report.

65

4.6.2 List of Executives Receiving New Restricted Employee Shares and the Top Ten Employees with New Restricted Employee Shares

Apr 30,2017;Unit: Thousand Apr 30,2017;Unit: Thousand Apr 30,2017;Unit: Thousand Apr 30,2017;Unit: Thousand Apr 30,2017;Unit: Thousand Apr 30,2017;Unit: Thousand Apr 30,2017;Unit: Thousand Apr 30,2017;Unit: Thousand
Title Name(Note1) No. of New Restricted
Shares
New Restricted Shares
as a
Percentage of Shares
Issued
Released With restrictions
No. of
Shares
Issued Price
(NT$)
Amount Released Restricted
Shares as a
Percentage of Shares
Issued
No. of
Shares
Strike
Price
(NT
$)
Amount Unreleased
Restricted Shares as
a Percentage of
Shares Issued
Chairman
&CEO
Hsing-Chien
Tuan(Note3)
8,022 0.08% 8,022 0/5 20,055 0.08% - - - -
Chairman
&CEO
Jyh-Chau
Wang(Note4)
President
&COO
Chih-Hung
Hsiao(Note5)
Excutive Vice
President
Chin-Lung
Ting(Note6)
Vice President Wen-Jyh Sah
(Note7)
Vice President Yao-TongChen
Vice President Hung-Wen Yang
Vice President Chih-MingChen
Vice President Chu-Hsiang
Yang(Note8)
Associate Vice
President
Ke-Yi Kao
Associate Vice
President
Tai-Chi Pan
Associate Vice
President
Kuo-Hsiung Kuo
Associate Vice
President
Chung-Kuang Wei
Associate Vice
President
Jia-Pang Pang
Associate Vice
President
Yu Shui Kuo
Associate Vice
President
Zheng-Xia Kuo
Associate Vice
President
Tien-Jen Lin
Associate Vice
President
Qing-Hui Lin
Associate Vice
President
Jun-Yi Yu
Associate Vice
President
Mao-Sheng Hung
Finace
Supervisor
Chien-Lang Lo
Accounting
Supervisor
Chin-Yuan Chang
Employees Yong-Yu Cai 2,590 0.03% 2,590 0/5 6,475 0.03% - - - -
Employees Chao-Jun Zhong
Employees Nai-Jian
Zheng(Note9)
Employees GengRon Xu
Employees Zheng-Xu Zhou
Employees Dong-RongWang
Employees Min-ZhengWang
Employees Kun-FengHuang
Employees Zhi-Xian Wang
Employees Sheng-Neam
Wei(Note10)
Employees Shu-Fu Hsu
Employees Yang-FengLin

Note 1:Refers to the current management officers and employees up to the date of the Annual Report Note 2:The total number of issued shares represents the number of issued shares registered with the Ministry of Economic Affairs as of the date of the printing of the Annual Report. Note 3:2016/5/12 Retired

66

Note 4:2016/5/13 Promoted Note 5:2017/3/16 Promoted Note 6:2016/6/24 Promoted Note 7:2016/6/7Position adjustment Note 8:2016/3/19 Promoted Note 9:2017/1/1Resigned Note 10:2016/7/11Resigned

4.7 Status of New Share Issuance in Connection with Mergers and Acquisitions: None. 4.8 Financing Plans and Implementation: Not applicable.

67

V. Operational Highlights

5.1 Business Activities

5.1.1 Business Scope

1. Main areas of business operations

The combined operating revenue of the Company is derived from TFT-LCD Flat Panel Displays and its main commodities include large-sized and small-to-medium-sized TFT-LCD related products. Large-sized products are generally applied to Liquid Crystal Displays, Billboards, Desktop Monitors, and notebooks. Small-to-medium-sized products are used to manufacture tablet computers, portable audio players, GPS for automobiles, aviation, and mobile phones, while various types of touch-control panels could be selected. Besides, for the purpose of special usage, the Company also provides products used for medical, industrial, and educational purposes. Given that the business of the Company covers the entire world and the size mix of panels is complete, the Company is a comprehensive LCD provider.

2. Revenue distribution

venue distribution venue distribution venue distribution
Unit: NT$thousand
Major Divisions Total Sales inYear2016 (%)of total sales
TFT-LCD 287,089,277 100%
Total 287,089,277 100%

3. Main products

The Company’s main products are TFT-LCD panels and touch-control modules. The products lines cover small, medium, and large sized panels mainly for a wide range of applications, such as LCD televisions, desktop monitors, notebook computers, mobile phones, portable audio players, automobile accessories, medical, industrial, aeronautic, and educational products.

4. New products development

The Company is planning to develop new commodities with its main focus on flat display-related products, while continuing to delve into key products such as Mobile Phone Panels, automobile display Panels, Notebook Computer Panels, Desktop Monitor Panels, and large-sized LCD Television Panels. Meanwhile, the Company will continue expanding the product scale and product application and development of capacitor-based touch-control panels. The Company will also keep investing into the field of non-consumption applications, and launch new products fit for industrial specification panels, medical, and public display panels.

5.1.2 Industry Overview

1. Current situation and development of industry

Owing to excellent product properties and improving costs and image quality, TFT-LCD has become the mainstream of various kinds of flat displays in recent years. The application coverage of TFT-LCD is extensive, of which, large-sized products are being applied to the manufacturing of LCD Televisions, Desktop Monitors and Notebook Computers while small-to-medium-sized products are being applied to Flat Panel Computers, portable audio players, and GPS for automobiles and mobile phones. Large-sized TFT-LCD products will move towards the goals of energy-saving, better images, and narrower frames, thereby offering an incentive to consumers to upgrade the existing product lines. As the applications of smart phones become more and more popular and the touch-control technology is gradually mature, small-to-medium sized products will become the fastest growing category with the most diverse products in recent years.

The Company adopts the forward–backward integration manufacturing model in response to the development of TFT-LCD Industry, and comprehensively arranges the early phrase glass of every product generation and the later phrase of all-sized modules and integrates IDM product lines,

68

including 3.5 generation, 4.5 generation, 5 generation, 5.5 generation, 6 generation, 7.5 generation, 8.5 generation and 8.6 generation TFT-LCD plants, 2.5 generation, 4.5 generation, and 5 generation touch-control sensor plants and production lines and later phrase module plants for IDM products such as later phrase product lines, Light Guide Plate/Backlight modules, PCB manufacture, assembly and pressing type paints, and upgraded automatic product line,The production capacity and scale of every production line are comprehensive and flexible, matching a-Si, p-Si, LTPS, Oxide, OLED processing and VA, AAS, TN Fringe field Switching and automatic product line, therefore all-sized products can be produced effectively.

2. Association of upstream, mid-stream, and downstream industries

The Company is an IDM product manufacturer which covers the upstream TFT-LCD Panel production and the downstream System Assembly, the association diagram of upstream, mid-stream and downstream industries which the Company belongs to are shown below:

==> picture [433 x 408] intentionally omitted <==

----- Start of picture text -----

Glass Panel Reticle ITO Conduct
LCD
Polarized Driving IC PCB Backit Modules
Colour Filter
LCD Panel
LCM Modules
LCD Monitor LCD TVs NB Mobile, PDA Others
Consumers
Development trend of products
TFT-LCD has a low energy consumption rate, small size, low weight, and low radiation
features. Japan, Korea, and Taiwan have actively invested in the production technology for many
years, and the technology is getting mature. Now it is widely applied to flat panel displays;
especially for notebooks and desktop displays, most of them using TFT-LCD. In the home
appliance market, flat screen TVs are the mainstream. The future developing trend of these
products are listed below:
Up stream
stream Middle
INXs’ products
Downstream
----- End of picture text -----

3. Development trend of products

(i) Mobile Computers (Notebooks & Tablets)

Due to fair prices and computational efficiency increasing substantially, rapid growth in sales of mobile computers has already become the biggest sales scale under the personal computer category. As the market expands, manufacturers keep releasing differentiation product lines aiming to stimulate different user demands. The design direction focuses on mobility, word processing, and audio performance to meet the needs of every type of customer for market segmentation. LCD panels also have differences in size and resolution. The smallest size is the Tablet; the main market is customers who focus more on personalization and entertainment.

69

Emphasizing small size, light and easily carried features and more focus on entertainment needs. Therefore everything is moving toward a panel with a wide viewing angle.

Nearly years high end tablets not only have improved computational efficiency and completeness of software function, in the same time there has been more focus on the customer’s visual sensibility about high screen resolution. The demand of high end tablets has increased significantly due to large size and more high resolution products continuing to be released.

For many computer users, a keyboard is still the main input device, and notebooks coming with a physical keyboard still have a considerable market. Facing the rise of tablets, personal computer manufacturers have also started to import new design concepts in notebooks, such as transformer books that can switch between two different modes of tablet and notebook at any time, even table mode can connecting with keyboard directly become a notebook, functional transform notebook are gradually becoming the mainstream design of 10-inch to 13-inch notebooks. Ultra-thin, wide viewing angle, high colour,low consumption and touch function are also becoming important factors. As for those customers with high document requirements and lower mobile requirements, the bigger screen goes with FHD resolution to provide better webpage browsing and visual entertainment experience. 13-inch to 16-inch products are mainstream applications. As for those who emphasize video and audio effects or use the product to replace desktop products, they go with bigger than 15-inch, low energy consumption, and wide color gamut panels to present better color expression.

About the size of the panels, due to the development of next generation production lines and wide screens generally supported by operating systems,except 16:9 products are already become the mainstream of the market,3:2 functional transform notebook also become getting focus of the market. In addition, to fit the trend of thin, fashion design, light and narrow border, panels using thinner glass and thinner organization design are essential factors for products.

(ii) LCD Monitor

LCD monitors mainly go with desktops; two mainstream markets are office use and personal video and audio entertainment use. For office use LCD monitors, generally sales are for computers hosted by brand manufacturers and product structure is relatively simple and of moderate cost to fit the budget of enterprise and government organizations. For personal video and audio entertainment product, due to more focus on video and audio purposes, recently the proportion of the product equipped with wide viewing angle technology has gradually increased. We expecting the proportion is going to increase continually in 2016. Meanwhile due to customers increasing demand for high quality products, we are expecting QHD and UHD high resolution products to be released on the market, having a wide viewing angle and narrow frames will become the mainstream of the high end market gradually.

In addition, there is increasing customer demands for touch operation. When the software platforms of new versions of Windows gradually spread and become mature, we anticipate the product proportion of our touch function is going to gradually increase.

About size, due to an increase in the manufacturing efficiency and efficiency of product design structure, the price of TFT-LCD products is dropping and accelerating market demand for a transfer to the bigger size. For office use types, a gradual transfer from 18.5-inch and 19-inch to 20-inch and 21.5-inch etc.; the average size is bigger for personal video and audio entertainment products, 23.6-inch, 23.8-inch, 24-inch and 27-inch units will gradually increase their proportion soon.

Except for standard LCD monitors, All-In-One (AIO) which is an integrated design of the desktop host and monitor. Because of advantages in functionality saving space , the product is winning customers. As the Windows 10 operating system penetration rate increases, it accompanies the All-in-One product with touch function and accessories design adding greater

70

entertainment function. It also shows a new appearance for the market of LCD monitors.

Amid booming digital gaming marketing and changing public opinion about the electronic gaming sports, along with their races, communities and media coverage, that are fast growing into professional and official sports. Differing from the 6-year life cycle of computer products, gamers are getting new devices in only 2-3 years on average, let alone their high-end hardware specifications and much higher costs. Leading computer brands are rushing into this market with second brands or series of gaming exclusive desktop and notebook devices designed with gamer specific requirements and configurations in mind. Electronic gaming grade components, including advanced and high-reliability mainboard, memory, independent graphic cards and displays with high refresh rate, are powerful magnets to gamer consumer groups.

(iii) LCD TV

Since 2005, Taiwan, Japan and Korea, started to mass produce generation six (G6). The production of TFT-LCD panels above 32-inches increased significantly and LCD TVs have taken up living rooms rapidly. In recent years, LCD TVs fast popularization due to each manufacturer developing G7 and G8 capacity, goes with the improvement of each phase of production technology. It not only has become customers’ first choice when buying a new TV, but also has stimulated the traditional TV refresh cycle.

Meanwhile, when the market is warming up and products becomes popular. Innolux is the pioneer of providing differentiated large size models (especially 40-inch, 50-inch, 58-inch and 65-inch), dedicated to effectively improving the technology of each product to significantly increase the panel’s added value, gain customers’ brand recognition, and market segmentation, and increase the market share of large sizes.

Meanwhile, mobile display devices gradually move toward high resolution to satisfy customers' demand for high definition TV. We released 4K2K ultra high resolution products in succession since the second half of 2012 and became the pioneer manufacturer of the first of mass production and the highest market share. The company keeps developing high resolution 4K2K(3840x 2160) with Wide Color Gamut (NTSC 100%), including 85-inch, 75-inch, 65-inch, 58-inch and 50-inch panels and were granted the “Taiwan Excellence Gold Award”. The 100-inch 100% wide color Gamut and 4K2K LCD TV panel with HDR and local dimming were granted the 2016 Taiwan Flat Panel product technical award. With the standard of 4K high resolution transport protocol agreement completed, signal transmission standard, high-efficiency TV coding and multimedia transmission interface specification making, popularity of digital TV, we are expecting the 4K2K product will extend into 2016 and future development. Each manufacturer will release 4K2K photographic equipment and go with 4K2K film releases and programs, 4K2K became the necessary specifications of large TVs. In 2016, This company is leading the industry in developing 65" 8K4K (7680x 4320) TV sets in pursuing the ultimate visual experiences for consumers. This new ultra high resolution is set to bring still better image quality which leads to more realistic 3D and telepresence feelings.

On the design of panel appearance, the company provides ultra-narrow frames (<5mm) and ultra-thin design (thickness <9mm) using on products over 50-inch, integrate paint design on appearance to make client rapid input and mass production. End customers not only enjoy the real 4K image, also provide the real high quality of excellent vision and sensual experience. Innolux provide client and customer comprehensive and high competitive TV panel by innovation continually, and continue to lead the market trend and become lead firm of the industry.

(iv) Medium and small size panel

Before 2008, no matter technology or shipment, panel manufacturer of Japan always the leader of medium and small size panel industry; after 2009, Taiwan manufacturer shipment started to exceed Japan and Korea, became the leader of medium and small size panel industry instead.

71

As the competition is more and more intense, panel manufacturer of medium and small size started to produce by higher generation factory. From 2011, even some panel manufacturer started to mass produce mobile phone panel by higher than G6 factory. However, industry competition of medium and small panel not only at price competition, but also at market demands of higher resolution and higher definition panel. It drives medium and small panel manufacturer to be more enhancement in technical part. Since 2013, not only wide viewing angle technology is sharp competitive edge for manufacturers, each manufacturer release high resolution product continually. By a-si realize high cost-effective in over 5-inch screen of FHD resolution and by LTPS provide WQHD resolution in over 5.5-inch screen. In 2016,except keep improving resolution in 4-inch to 6-inch screen and also compete in lighter, thinner, narrow frames and lower energy consumption products.

The company is advancing product competitiveness with embedded and integrated touch control technology along with enhanced product design flexibility and Time-to-Market strength to provide customers with services integrating high performance and ultra-thin and touch control LCD modules. This is followed by R&D efforts in a series of next generation panel technologies including profile cutting, wearable devices, organic light emitting displays (OLED) and flexible panels aiming at products with high added value in addition to price competition. The goal is to distantiate itself from competitors with advanced technology and to staying sustainable in the industry.

4. Market competition situation

In competition of the industry, in order of countries input in TFT-LCD, countries are South Korea, Taiwan, China and Japan. Korea has large-scale investment in two big corporate groups Samsung and LG. Due to domestic support on their own brand, they lead in production volume and production value recent years. Taiwan’s manufacturers based on complete supply chain integration and high production efficiency, the market share is hot pursuit subsequently after Korea manufacturer. The main manufacturers are Innolux and AU Optronics, etc. Japan manufacturers’ market share decrease gradually due to production cost and decreased in new factory investment plan, transfer to high end mobile display and ultra-big TV market. When we look at China, due to huge domestic demand, it attracts government’s support and factory’s input. Recently BOE, ChinaStar and CLP group step into generation G8 and higher production and starting the competition.

5.1.3 Research and Development

1. Technical Level and Research Development

We keep helping clients to intensify product competitiveness, fit market demand, and be friendly to the environment as our main objective of display technique development. About the development, it mainly includes environment protection materials, electronic saving and low power consumption, high pixel, high chroma, thin, narrow frame, high dynamic displays, touch, wide viewing angle, curve and all-around system services integration. We already have obtained remarkable achievements. These results of technical development are applying to TV, desktop monitor, Notebook, Tablet, Cell Phone, Medical, Industrial Display and automobile. Moreover, the integrated development on the touch components and panels of more advanced techniques and portable and wearable product applications are the key points of our future product design and development.

2. Facts of research & development:

With incessant efforts, the Company has insistently invested significant human resources, resources and funds in research & development to continually upgrade the quality of products, technology & know-how of new manufacturing process and application for new products. The Company would like to depict performance in research & development through three aspects below:

  • (1) In the aspect of upgrade of product quality:

  • Including the technology & know-how for broad visual angle, high solution, low energy consumption, thin thickness, high hue, dyamic image, high dynamic range, narrow frames, new touch panel and soft display manufacture process

72

  • (2) New material technical process:

  • Including Oxide, In-Cell Touch Technique, Copper Manufacture Procedure, COA(Color Filter on Array), Photo-Alignment, Horizontal Electronic Field High Transparency and High Contract Positive Magnetic Susceptibility, Reducing Mask and Automotive wide temperature range display material technique, material development and production process for curved touch control display.

  • (3) In the aspect of new product application:

  • The up-to-date technology & know-how developed by the Company have been put into volume production one after another and applied onto a good number of products, including notably general cell phones, cameras, MPD, electronic paper, tablets, notebooks, desk monitors, AIO, television, medical treatment services, vehicular carriage, aerospace and touch panel and the like, in the dimensions ranging from 1.36” to 100” TFT-LCD products. In the days and years ahead, we shall continually invest in the research & development oriented human resources and fund to develop more and more TFT-LCD display and monitor products of added dimensions, application ranges, thinner, more environmental protection friendly and high efficiency to live up to the future trends in application and satisfy customers in varied ranges.

3. The consolidated research & development costs invested in the latest year as of the Annual Report date.

e consolidated research & development costs invested in the latest year as of the
nual Report date.
e consolidated research & development costs invested in the latest year as of the
nual Report date.
e consolidated research & development costs invested in the latest year as of the
nual Report date.
Unit: NT$thousand
Item 2016 March31,2017
R & D expense 11,132,079 3,647,720
Net Revenue 287,089,277 86,025,771
Percentage of revenue 3.88% 4.24%

73

4. Successful development technical or product

The company’s develop technical and products for each direction are listed below.

  • (1) TV:

  • A. The first company of the world develop 23.6-inch/40-inch/50-inch/58-inch the best cutting efficiency size in G5.5/G6/G7.5/G8.5 generation factory, we creating market differentiation and improve add-value of product.

  • B. Introduce 4Kx2K ultra high definition and high resolution TV display, the product line is complete, product size from 40-inch to 100-inch, providing higher quality TV image and better product competitiveness, lead 4K TV industry going to fast development and trend.

  • C. Introduce new size 40-inch/50-inch/75-inch/85-inch/100-inch TV display, overall arrangement in big size application, creating more differentiation product than competitors.

  • D. Develop high chroma technique, increasing to over 130% sRGB colour range and without increase energy consumption, not only increase the performance of display, but also make customers feeling more about the value-added of big size TV product.

  • E. Develop new MEMC improvement technique, apparent improving dynamic quality and integrate IC, increase dynamic picture quality and integrated technique.

  • F. Develop and mass produce a series of over 50-inch thin TV model (<9mm), providing artistic and fashion appearance model to clients.

  • G. Develop 0.5mm thin glass and apply to TV display, reduce glass usage and cost. Whole series big size TV import and mass production successfully.

  • H. Develop Narrow border modul(<5MM) successfully.

  • I. Develop Inno Module model, combine narrow frames and front and back appearance, provide clients high competitive module and reduce assembled time and cost.

  • J. Cooperate with brand to develop big size (65-inch and 75-inch) Curve model, mass production successfully and assist client to introduce the product to the market for customers.

  • K. Exclusive mass producer of 65-inch large 8K4K (7680X4320) panels with the highest resolution in the world

  • (2) Monitors:

  • A. Release whole series wide viewing angle VA desktop monitor panel and with high brightness, high contrast, high saturation, not only increase product quality and value, but also provide client the best choice of high end monitor LCD panel.

  • B. Develop several model of globally new Inno-touch monitor and AIO personal computer, by integrate touch as multi-function use can reduce module thickness to become light, increase touch functional can close to end customers’ need.

  • C. Release 28-inch and 32-inch 4K2K monitor panel, panel monitor can have higher resolution visual enjoyment, not only increase product value, but also provide client the best choice of high end monitor LCD panel.

  • D. Developing 23.8" QHD (2560x 1440) panel of wide color domain, ultra-thin, bezzeless and super wide view angle based on proprietary technology of high penetration light resistance, high color saturation LED and AAS display. In addition to wide view angle and vivid color for improved visual experience, this product comes with daily life aesthetics design of being virtually bezzeless (4.8mm wide) and thin profile.

  • (3) Notebook:

  • A. Release whole series light-weight notebook panel, the thickness of whole series of notebook (11.6-inch/12.5-inch/13.3-inch/14-inch/15.6-inch) is only 2.0mm, show light feature and provide the solution of notebook carry.

  • B. Interface technical of Notebook panel is totally from LVDS to eDP. It can connect to high resolution trend, also can save space to help thinner design of the system and lower the energy consumption.

  • C. Release whole series FHD AAS wide viewing angle notebook panel and goes with Low Power-consumption & Wide Color Gamut to increase color range but not increase energy consumption to increase visual performance.

  • D. Develop TOD technical on notebook panel, through touch integration, notebook not only can be thinner but also can reduce produce process of the module and simplify the complexity of new product.

74

  • E. Develop the world’s first 17.3" fast and high frequency (120Hz refresh speed) panel for electronic gaming notebook. Made with new high speed LCD materials, this new product not only features more vivid color and smooth and realistic gaming screens but also good optical characteristics including wide view angle, low color bias, and ghostlessness.

  • (4) Small/Medium:

  • A. Develop a-Si high resolution smart phone panel, resolution can reach above 400ppi, in high yield and stable processes. The product successfully built advantage.

  • B. Develop LTPS QHD panel of frames narrow than 0.45mm and a-Si FHD 0.6mm, reduce the size of the panel module to fit the narrow frames demand from smart phone and tablet user, increase the design freedom of portable device display appearance.

  • C. Adopt less power hungry design to lower power consumption by the panel drive chip. Optimize panel production process and material with high color saturation, high transmittance color photo-resistor to ramp up panel efficiency and product competitiveness with balanced low power consumption and production costs.

  • D. Leading the industry by launching a series of Touch On Display (TOD) integrated touch control devices. Coupled with modular and compact design and good optical performance, this company is providing customers with comprehensive and full range touch control integration services with vertically integrated LCD panels and touch control production.

  • E. Apply the newly developed Touch In Display (TID) integrated touch control technology in a-Si HD and LTPS FHD panel for mobile phones and a-Si WXGA and WUXGA for tablets. This company is integrating touch control drives and display chips with Touch & Display Driver Integration (TDDI) structure to pioneer the compact and high performance niche product markets.

  • (5) Touch Panel:

The company already develops several touch technique solutions (including InnoTouch, TOD, TID, Hybrid, Total Solution):

  • A. New type Inno-touch technique is integrated touch panel and induction glass technology. The advantage is able to simplified production process and provides economic touch panel option. The technology can goes with multiple size panels; meets the new development trend of affordable electronic product toward to touch function.

  • B. Touch On Display (TOD): Through TOD technique can make portable device have light performance effectively, also with well optical performance and increase portable electronics competitiveness. Not only medium and small size smart phone and tablet apply and mass production, but also apply to bigger size notebook products.

  • C. Touch In Display (TID) & Hybrid : Not only have TOD technical advantage, the company develop TID Hybrid technical to make it even more lighter, and high touch sensibility technique apply to portable product can improve the users’ experience about portable electronic product.

  • D. Provide more completeness Touch Total Solution: Through highly vertical integration of streamlined production, we may provide client complete and all-round touch integration service. Not only shorten the process and time of production and delivery, but also help client to enter the market, make better arrangement and configuration at capacity and resource of panel and touch. Equip with integrated InnoTouch, TOD, TID Hybrid product and process technical to serve customers.

  • (6) Special Application

Release 21.3-inch to 30-inch (AAS; 5/6/10/14 MegaPixel) medical LCD display, with high resolution, high brightness, high contrast, adopt 10 bits drive new technology and high efficiency LED BL, to make the image more delicate and medical personnel can make more precise judgment. Big size public display 75-inch/ 85-inch present natural high color gamut and give consideration to both indoor and outdoor environment,85-inch UHD also support portrait. Also first release horizon LCD display (bar type) presents multiple sizes can fit for multiple environments.

75

5.1.4 Long- and Short-Term Business Development Plans

1. Short-Term

In the short-run, we shall devote ourselves profoundly toward televisions, notebooks, tablet computers, cell phones, monitors oriented to vehicles, medical treatment services and industries. Continually we shall help customers pep up competitive edge through our pround monitor technology & know-how, live up to the market and environment-friendly demands. About the development, it mainly includes environment protection materials, electronic saving and low power consumption, high pixel, high chroma, thin, narrow frame, high dynamic displays, touch, wide viewing angle, and all-around system services integration. We already have obtained remarkable achievements. Meanwhile, we shall spare no effort to profoundly team up with customers in strategic alliance to solidify our firm foundation in the panel supply chains and create the happy win-win aspects through the teamwork.

2. Long-Term

Long-term development: Other than the efforts to do research & development for up-to-date monitors, strengthen manufacturing process to optimize the productivity. For the emerging of new model monitor know-how, we shall invest appropriate resources, cultivate autonomous development capability, like the embedded touch know-how, super narrow frames, super thin design, super high solution, curved plate design, soft disply and niche oriented application products and the like. Through such efforts, we hope to set up the optimal strategic deployment in the brand new monitor application regions. Meanwhile, we shall further stress value chian integration and development of products high added values, to make our products more competitive in both pricing and specifications to provide customers with added solutions and services and to provide terminal end consumers with added excitements in visual enjoyment.

5.2 Market and Sales Overview

5.2.1 Market Analysis

1. Main products selling area

Unit;NT$thousand;%

Unit;NT$thousand;%
Area Amount ofSales2016 %
Domestic sales 95,497,599 33.26%
Foreign
sales
China 59,778,250 20.82%
HongKong 66,990,932 23.33%

Europe
12,996,893 4.53%
America 11,582,252 4.04%
Other Area 40,243,351 14.02%
Total amount of F/S 191,591,678 66.74%
Total 287,089,277 100.00%

2. Market Share

According to the statistic of IHS research report, until Q4 2016, the market of the company’s big size panel shipment is 15%, due to the Q1 2016 earthquake effect, YOY decreased 2%, which is the third-largest supplier of the world LCD panel industry. Based on application product, global market share of LCD display panel is 16%, maintains world’s forth ranking performance; global market share of LCD TV panel is 14.7%, world’s third ranking performance; global market share of notebook (not including tablet) is 22.6% which is the world’s second ranking. Overall, under the tough economic environment, strong market competition and the earthquake effect, the company still maintains nice performance in the market of big size product application. The market share of medium and small panel is 6%.

3. The supply and demand situation and growth of the future market

Due to the outstanding product feature and the continuous improvement of cost and quality, TFT-LCD already become the mainstream of flat display and the sales will keep growth as the improvement of application level and penetration. According to the estimation of IHS, the global shipment of big size

76

(over 9-inch) TFT-LCD panel will b e 704 million chips. If analyzing market size of sev e ral main application level, about LCD TV part, a s new size development and new technical input and plus ne w capacity growth stable, global shipment of LC D TV will be 223 million in 2016 and average size in c rease an inch each year and might reacg 226 mil l ion in 2017. About LCD monitor, the shipment is 136 m illion and will slightly decline to 133 million in 2 017, but as the demand increased of big size and high resol u tion product, the penetration rate of high value product will increase gradually. About mobile PC (includ i ng notebook and tablet),due to the tablet is not p o pular after 2015, the shipment is 352 million in 2016 an d the forecast will decline to 342 million in 2017.

==> picture [158 x 167] intentionally omitted <==

==> picture [216 x 167] intentionally omitted <==

==> picture [114 x 167] intentionally omitted <==

Data Source: DisplaySearch According to the estimation fro m IHS, global shipment of medium and small size panel will be 276 million in 2016, decreased 1.9 % co m pared with 2015. The shipment will be 277 mil l ion in 2017 and annual and stay the same averge. Accordin g to the estimation from Gartner,Cell phone ship m ent reach 149 million in 2016 and the forecast will increa s e to 155 million in 2017 and annual growth rate i s 5%. As smart phone rapid growth in emerging countries m arket, it will keep driving the demand of cell p h one’s panel; the overall cell phone panel shipment is going t o grow continually until 2022 and will be the ma i n growth power of middle and small size panel.

==> picture [473 x 163] intentionally omitted <==

----- Start of picture text -----

20.0 Unit:Billion 45%
42%
15.5 40%
14.9
16.0 14.2 35%
12.4
30%
29 %
12.0
9.7 25%
Smart Phone
20%
8.0
14% 15% GR YoY
4.0 10%
4% 5% 5%
0.0 0%
2013 2014 2015 2016(E) 2017(F)
Data Source: Gartner
----- End of picture text -----

Amidst the unpredictable macr o economy, competition amidst the industries, expansion and competition by newly joining competitors amidst products and technology & know-how that hav e been developed and changed in each and every passing d ay, the TFT-LCD products would be subject to high level circulation uncertainty. In the face of the moun t ing cutthroat competition, we shall launch overa l l upgrade of all substances to deal with all sorts of challenges.

  • We shall boost marketing b y means of improved operating efficiency, refin e d management, product development, customer se r vices, technical research & development and su c h efforts. In turn, we will be able to intensify gross profit in sales, cost control to further intensif y competitive edge.

  • Continued investment in r e search & development to suffice technical talen t s, improve product design and application of m aterials. We shall proceed with research & development of advanced and improved manufactur i ng process and new generation monitor technolo g y & know-how so as to create added lead in know - how of products and production costs.

  • With wholehearted efforts , we shall deploy integrated product lines for ne w products. The products manufactured by our Com p any cover televisions, computers, mobile devic e s, vehicles- and medical

77

treatment oriented products. We provide varied modes to sell panels, whole machines, touch integration and the like. Through such efforts, we virtually bring down the potential risks of fluctuation with single products.

  • We intensify integration of supply chains to stay in close teamwork with suppliers to deepen deployment of strategic customers, strengthen responsiveness toward supply and demand fluctuation and, meanwhile, boost approval-level from customers.

4. Niches in competition.

  • (1) Business model:

Since we launched the three-in-one merger, we have continually demonstrated the integrated concerted performance (synergy). Through the business policies with “leadership with know-how and quality, boosting of production efficiency and quality”, we have enhanced the operating efficiency by leaps and bounds and gradually open the new aspects amidst the cutthroat competition.

  • (2) Vertical and horizontal integration:

In an attempt to strengthen integration of our products, boost cost competitiveness, demonstrate maximum possible benefit in supply chain management, other than production of TFT-LCD panel modules, we dominate a significant ratio of design and manufacture of parts & components, including LED panels, color filter, light guide plate, Backlight Module, PCBA and such structure pieces which could be manufactured inside our home factory or overseas subsidiaries.Meanwhile delopement automatic product line to decrease the human resource and upgrade the product design. Thanks to such high leve vertical integration, we have taken advantage in lowering costs, prompt response to assure top level quality.

  • (3) Portfolios of our products:

The principal products of the Company include notably the TFT-LCD panel modules primarily including: Large size like LED TV, desktop monitor and laptop plate; mid-small size like mobile phone, tablet PC, automotive display. Various products with advanced wide viewing angle and high resolution manufacturing techology. We satisfied every level of your needs.

  • (4) Our advantages in costs:

Through the hands-on experiences accumulated by TFT-LCD manufacturers at home and abroad, we could conserve quite a few time which is normally indispensable to try & err. In procurement of machinery & equipment, the hands-on experiences accumulated by the suppliers in installation could help us conserve partially the costs. Further coupled with the aforementioned advantages in the unique operation mode and vertical integration, we well outperform horizontal trades in terms of costs required for production.

  • (5) Concerted performance (synergy) in marketing:

We are dominant of sound marketing channels to get connected with world class customers. Toward those world-class giant customers, we are capable of rendering prompt design, integrated products with global services through which our customers enjoy the excitements of one-stop shopping.

  • (6) Customize

Provide customize service for our customers.

In looking back over 2016, our production lines for all sorts of panels were complete and comprehensive and were in an excellent position to enable customers to enjoy the excitements of one-stop shopping. In extensive aspects notably the productivity scale, product design capability, quality rate, supply, managerial plans as well as financial stability, we have accomplished further upgrade.

Besides, the Company has continually without interruption teamed up with customers in the product designs and supply chain management profoundly to continually boost customer

78

approval-level and, in turn, expanded our shares in the panel markets. In 2016, we saw continued shipment stable growth, apparently that our efforts in performance have yielded fruit step-by-step. We anticipate that in the days and years ahead, we are in a position to further optimize product, upgrade quality and assure further upgraded approval-level from customers.

5. Advantage and disadvantage of long term development and reaction strategy

  • (1) Advantage:

  • A. Keep developing new product applications

With rapid development of wireless communication and cloud technologies, TV, PC, pad and cellphone are gradually integrated their contents. The development of “one cloud with multiple screens” is the major strategy of all companies. Because the service of cloud information is surrounding people’s life, the flat-panel monitor, as the intermediary of information, has become more important. The more delicate the information content is, the demand of size, resolution, visual angel, and light specification design of consumers rise. It also raises the unit price of TFT-LCD products, and brings new applications and demand increases. The main stream products of all major TV industry brands is ”smart TV”, which is also the sign of the rapid involvement of cloud applications in TV area. 4K2K ultra HD TV, which were put into market in the second half of 2012 and provided higher level of joy for watching TV, has grown very fast and become the major spec of middle or high end product from 2016.

Regarding to the LCD monitors, because the market is more matured, the major product requirement is energy saving and HD quality to encourage the customers to upgrade the current product lines. Regarding to notebooks, the new market drives come from the new operating system and calculating platform. Ultra Mobile products innovation, this is good for the production of middle size panels. Regarding to the medium and small size panels, the common use of smart phones and gradually matured touch panel technologies allows smart phones to become general consumer products. The delivery of production continue growing while 2016 deliver 1.5 billion and 2017 1.55 billion to be expected. Because the panel size of smart phone increases from the size of functional phones, panel’s unit price rises while the requirements of wide visual angle, high resolution, and color presentation upgrades. Thus, cellphone panels’ revenue continue rising.

B. Stable customer base

Our major customers are global consumer electronics companies, which have important stands in TV, PC and mobile communication industry globally. Moreover, because the trends on integration of consumer electronics and personal computers are obvious, the market will still be dominated by the international big companies, and develops with the direction of “the big ones get bigger”. Therefore, in the company’s perspective, we not only can grow our revenue rapidly, the market share of us is also expected to keep increasing with our major customer basis. Under the synthesized effects of the three factors: rise of production line completion, stronger customer base, keep developing new customers in newly developed market on the current customer basis, the company’s revenue is expected to grow stably, and the global market share will grows gradually as well.

C. Globalized strategy

Innolux has been recognized as the best LCD panel supplier in all aspects, and had been setting up global strategy aggressively. Now we have production base of post-production LCD panel module and monitor in Shenzhen,Ningbo, Foshan, Nanjing in China, and we also have delivery hubs in major cities in Asia, Europe, and America, so that we can achieve “deliver just in time” object and strengthen the long term cooperative relationship with customers.

D. Vertical integration in depth

Innolux has been working in TFT-LCD industry for a long time, and we have the professional knowledge and managing capability in LCD panel, module, mechanism, and optical components’ R&D, production, and selling. We are more cost-effective and have better

79

capability to service the customers timely than unitary TFT-LCD factory.

  • (2) Disadvantage and Reaction Strategy

  • A. The balance of supply and demand is hard to keep due to the intense competition in this industry.

    • LCD panel industry’s economy cycle is more obvious than other industry and the balance of supply and demand is more difficult to maintain because the high capital intensity and long establishment time. Other competitors in Taiwan, Japan and Korea are planning to build up next generation panel factories and the rising production capability in China since 2012 also brought competition to the industry. Innolux has 3.5th generation, 4th generation, 4.5th generation, 5th generation, 6th generation, 7.5th generation, 8.5th generation and 8.6th generation production lines, which can produce all sizes of LCD panels and touch panels. The production capability is the 3rd largest panel manufacturer. We try to produce the best combination of products and adjust the production allocation according to market supply-demand condition, so that we can optimize the use our production capacity.
  • B. The complicated technology and patent portfolio The design and production of TFT-LCD requires highly professional technology. All companies that in this industry are aggressively making their portfolio in technology and patent applications. To avoid the violation of patent rights in the production process, Innolux has been developing our own patents and technology since the beginning of this company. We recruited domestic and international talents to join the research team, and evaluate the feasibility of getting the usage rights of some key technology from foreign companies at the same time. Regarding to intellectual poverty, we not only aggressively conduct R&D and the patent applications, we also keep strong legal support team to protect our intellectual poverty.

  • C. The global economy influences demand and supply Prospects across the main countries and regions remain uneven. the recovery in advanced economies is expected to pick up slightly, while activity in emerging market and developing economies is projected to slow for this and next year.The regional or global economy fluctuate will influence the demands of LCD monitor products. We provide products that are competitive for its cost and specifications by constantly optimizing our products and technology. We also help our supply chain partners to develop business to diminish the operation disadvantages of fluctuation of external demands.

80

5.2.2 Production Procedures of Main Products

1. Major Products and Their Main Uses

  • (1) TFT-LCD

TFT-LCD products are display application for digital information delivery, its wide application including information display equipment for business and industry, computer, telecom related and consumer electronics display equipment, etc. As the development of integrated digital age 3C market, the main area of TFT-LCD product are:

  • Information Technology, IT: such as Desktop monitor and Notebooks, etc.

  • � LCD TV

  • Communications and Consumer Electronics: Mobile phone, digital camera, digital video, digital photo frame, automotive display, portable DVD player, portable game console, tablet and other high mobility and portable electronic products application.

  • Special application: medical display, Avionics display, automotive display and other touch panel application.

  • (2) Touch Panel business

  • Small size (below 7 inch) products mainly apply to smart phone, multimedia player, GPS and digital camera, etc.

  • Medium size (7 inch to 19 inch) products mainly apply to tablet, eBook, Ultrabook, notebook, etc.

  • Large size (above 20 inch) products mainly apply to All-in-one computer (AIO), Public Information Display, etc.

2. Major Products and Their Production Processes

  • (1) Three Steps in the TFT-LCD Production Process:

  • In the Array or TFT Process mentioned in the preceding paragraph, injection and washing for glass baseplates→gate metallic layer sputtered coating→gatemetallic layer lithography→ Semiconductor layer continued filming→Semiconductor lithography→source/drain film-forming→source/ drain medal sputtered coating→source/drain lithography→Protection film manufacturing process→Protection film lithography→Transparent conducting layer sputtered coating transparent conducting layer lithography→thin film transistor electrical analysis→thin film transistor completion.

  • Cell or LCD Process: The Cell process fits the Array substrate to a color-filter substrate; liquid crystal is then inserted between the two substrate layers.

  • Module Assembly or LCM Process: taking the panel from the Cell process and bonding the assembling backlights, IC and frame and other components to make the Open cell, module and system and other types based on clients’ demand.

  • (2) Touch Panel business

  • Sensor Process: Use Semiconductor Litho process to put sensor on the glass.

  • Lamination & FPC Bonding Process:

  • Touch panel modules and LCD/LCM assembling process (TP & LCD/LCM Direct Bonding & Advanced Direct Bonding): A.TP & LCM: taking LCM as the baseplates to be attached to the touch panel modules for overall combination. B.TP & LCD: LCD(Open-Cell) as the baseplates to be attached to the touch panel modules for overall combination before being assembled with Back Light modules(BLM).

5.2.3 Supply Status of Main Materials

Major Raw Materials Source of Supply Supply Situation
Driver IC Supplier U Good
Glass Supplier P,SupplierQ,Supplier S Good
Polarizer Supplier R,Supplier T,Supplier V,Supplier W Good

81

5.2.4 Major Suppliers and Clients

A. Major Clients Information for the Last Two Calendar Years

Unit:NT Thousand$


Unit:NT Thousand$

Unit:NT Thousand$

Unit:NT Thousand$

Unit:NT Thousand$
Item 2015 2016
Company
Name
Amount Percent Relation
with Issuer
Company
Name
Amount Percent Relation
with Issuer
1 Customer A 39,802,830 10.93 None Customer A 41,448,102 14.44 None
2 Others 324,330,154 89.07 None Others 245,641,175 85.56 None
Net Total
Supplies
364,132,984 100.00 Net Total
Supplies
287,089,277 100.00

B. Major Suppliers Information for the Last Two Calendar Years

Unit:NT Thousand$


Unit:NT Thousand$

Unit:NT Thousand$

Unit:NT Thousand$

Unit:NT Thousand$

Unit:NT Thousand$

Unit:NT Thousand$

Unit:NT Thousand$
Item
2015
2016
Company
Name
Amount
Percent
Relation
with Issuer
Company
Name
Amount
Percent
Relation
with Issuer
1
Others
205,711,096
100.00
None
Others
168,042,304
100.00
None
Net Sales
205,711,096
100.00

Net Sales
168,042,304
100.00

5.2.5 Production in the Last Two Years
Unit: NT Thousand$
Item 2015 2016
Company
Name
Amount Percent Relation
with Issuer
Company
Name
Amount Percent Relation
with Issuer
1 Others 205,711,096 100.00 None Others 168,042,304 100.00 None
Net Sales 205,711,096 100.00 Net Sales 168,042,304 100.00
Last Two Years
Unit: NT Thousand$
Year
Output
Major Products
2015 2016
Capacity Quantity Amount Capacity Quantity Amount
TFT-LCD 368,000 349,515 317,400,000 318,000 288,819 259,000,000
Total 368,000 349,515 317,400,000 318,000 288,819 259,000,000

5.2.6 Shipments and Sales over the Last Two Years

Unit:NT Thousand$

Year
Shipments
& Sales
Major Product
2015 2015 2015 2015 2016 2016 2016 2016
Local Export Local Export
Quantity Amount Quantity Amount Quantity Amount Quantity Amount
TFT-LCD 76,165 103,617,666 298,805 260,515,318 81,543 95,497,599 254,020 191,591,678
Total 76,165 103,617,666 298,805 260,515,318 81,543 95,497,599 254,020 191,591,678

82

5.3 Human Resources

Year 2015 2016 As of 4/30/2017
Number of
Employees
Manager 2,873 2,682 2,658
IDL 15,810 13,582 13,050
DL 61,962 49,267 50,399
Total 80,645 65,531 66,107
Average Age 28.75 30.29 30.39
Average Years of Service 3.37 4.35 4.35
Education Ph. D. 0.12% 0.12% 0.11%
Masters 7.28% 8.39% 8.12%
Bachelor’s Degree 75.74% 71.43% 71.82%
Senior High School 14.42% 15.76% 14.89%
Below Senior High School 2.45% 4.30% 5.06%
Total 100% 100% 100%

5.4 Environmental Protection Expenditures

Innolux has disclosed the reactions and the total lost (including compensations) and the possible expenses (including the costs of reactions haven’t been taken, estimated amounts of punishments and compensations. We also explain the reason if there is any cost we couldn’t estimate.) of environmental pollutions.

  1. Regarding construction works of Innolux's L6 plant: The Yongqing contractor failed to suppress dirt with water spraying on its delivery route during concrete pouring operations. Innolux was imposed a fine of TWD 100K by the EPA of the Kaohsiung City Government according to Article 23 of the Air Pollution Control Act and was required to remedy this before a set date. Prevention: Yongqing is required to provide adequate dirt suppression equipment to protect the environment along the route of the concrete delivery. Further training programs have been exercised to enhance construction personnel's awareness about construction air pollution prevention measures.

  2. Regarding construction works of Innolux's L6 plant,The construction site runoff waste water reduction program started before being green lighted by the EPA of the Kaohsiung City Government. Innolux was imposed a fine of TWD 42.5K by the EPA of the Kaohsiung City Government according to Article 18 of the Water Pollution Control Act and was required to remedy this before a set date. Prevention: The construction site runoff waste water reduction program of L6 plant has been green lighted by the EPA of the Kaohsiung City Government and has been in effect since then.

  3. Innolux T2 plant's violation Article 31 and 36 of the Waste Disposal Act and Article 7 and 15 of the Methods and Facilities Standards for the Storage, Clearance and Disposal of Industrial Waste was due to its failure in filing for temporary storage quantity and record waste solution disposal date among other required disposal certificates; In March, 2015, violating Article 28 of the Waste Disposal Act was due to its contractor, the Safety and Environmental Protection Cleaning Engineering Co., Ltd., of waste water disposal facility maintenance doing sludge removal works without a license: it was imposed a fine of TWD 150K by the Miaoli County Government and required to remedy this before a set date. Prevention: Innolux has made sure of the conformity of waste solution status and labeling with the

83

Waste Disposal Act and Article and the Methods and Facilities Standards for the Storage, Clearance and Disposal of Industrial Waste. It also had each unit recognize and abide by the rule of getting wastes removal and transporting only by licensed service providers.

5.5 Labor Relations

5.5.1 List any employee benefit plans, continuing education, training, retirement systems, and - the status of their implementation, and the status of labor management agreements and measures for preserving employees' rights and interests.

  1. Employee welfare and the situation of implementation

  2. (1) Besides the basic monthly salary, we also provide Luna Festival, dragon boat festival and New Year bonus, and proper performance bonus according to the company operation revenue.

  3. (2) Our Employees have the labor insurance, citizen health insurance, and group insurance from the very first day of employment.

  4. (3) We have employee restaurants in all factories, and provide meal substitutes according to the company rules.

  5. (4) With the concepts of energy, comfortable life, and happiness, we built the employee’s center, which provides leisure and exercise functions to release our employees’ mental and physical stress.

  6. (5) We set up the employee welfare committee to be responsible for welfare planning and execution, including club activities, exercise periods, earth environmental day, family day, coherence activities, public lecture, special discounts and festival substitutes, wedding or other special events, and emergencies.

  7. (6) We provide health promotion and a mental consulting plan to take care of employees’ mental and physical health.

  8. (7) Strengthening the concepts of sustainable management: we hire mentally or physically ill employees and insist on environmental protection and being responsible for social welfare.

  9. (8) We integrate and continuously improve the system, process and plan of talents development.

  10. (9) We provide internal and external trainings, such as professional studies, headquarter training, oversea training to develop employees’ professional knowledge and skills.

  11. (10) Comprehensive certification development framework, based on the professional positions and management functions certification to promote quality, green products, and regulatory courses vertically; also, to promote departmental training horizontally in order to achieve the company’s objectives and to provide the diversified education and training network needed by the organization.

  12. Retirement structure and the situation of implement

  13. (1) Retirement structure and the situation of implement.

  14. (2) We hire actuary to evaluate our employees’ retirement preparation fund and issue the evaluation report according to the IAS19R financial principles.

  15. (3) We transfer 2%~15% monthly salary to retirement preparation every month.

  16. (4) We will conduct the new retirement structure according to the laws from Jul 1, 2005.

3. Labor and management settlement

The rights and obligations of our labor and management follow the rules of our company operation. The relations between labor and management are good without and dispute settlements.

In order to maintain mutual communications and interactions, we have communicating meetings such as labor-management meeting, the Employee welfare union meeting and

84

mobilization meetings etc., issuing INX digital news, establishing employee communication mailbox to listen and solve employees’ opinions and thoughts.

  1. Working environment and individual safety protection

  2. (1) Safety and Health organization and operation

The company has an environmental safety office to be in charge of all safety and health risks in company operation management, and to integrate the safety and health departments in all factories. The environmental safety office reports to the factory manager, related departments and the soviet in “factory fields’ safety and environmental protection committee” every season.In 2016, there are 777 participants at 38% attend the meeting in Taiwan and 252 participants at 37% in Mainland China.

Analysis and Statistics of Occupational Hazards

Through the incident management system the company analyzes the statistics and causes of incidents including traffic accidents and near miss. With reports and surveys generated, the system would announce improvements in hazard prevention, as well as accident reviews and improvements. It also ensures parallel deployment across plants to prevent re-occurrence of incidents. Over 2016 the Disabling Frequency Rate (FR) and Severity Rate (SR) both increased compared to 2015. But the Lost Work Case and Restrictive Workday Case both decreased compared to 2015.

The Company will continuing maintain and improvement the goal to decrease of Lost Workday Case and Restrictive Workday Case.

Business Continuity Management

Innolux has been providing ESH management and training to vendors. A structure is in place for hazard identification, risk assessment and emergency response for high-risk operations. Monthly meetings are conducted with contractors for two-way communication and coordination and doing PDCA if the accident happened.

ESH Training

Employees are the most valuable asset. Training is an investment that never depreciates. ESH training is the basis for the promotion and practical implementation of our ESH management. We make long-term investments in human and material resources according to the hazard profile of each plant.

We plan, design and deliver training to the staff regarding ESH knowledge and skills, such as handling chemicals, dangerous machinery and equipment, injury prevention, machinery safety, fire safety management, and plant safety management. We also monitor and control the training quality and effectiveness. In 2016, 3,063 ESH training sessions were held, for a total of 337,181 participants. On average, employees joined over 5 training sessions per person per year.

  • (2) Safety Culture and Risk Management

Early waring system

The system divided into 5 levels, base on plant equipment, facilities, inside & outside trend, irresistible natural disasters and man-made disasters to pre-defense and notify manager immediately.

Prevention of manmade disasters

Due to musculoskeletal disorders percentage increase this few years, prevention of company as below:

A. Identification and analysis of the risk of job-specific processes of a systematic, resource and continuous improvement mode execution.

85

B. Occupational Safety and Health Act will trigger repetitive operations, such as pre-musculoskeletal diseases Anti concept implanted "hazard identification and risk assessment norms" to implement career

In order to effectively prevent and control concepts, health management must be through hazard awareness, assessment and control improvement.

(3) Recruitment and Staffing

Innolux’s goal is to employ qualified personnel to create the best possible performance. Our company cares about diversity and equal opportunity. We do not allow employment discrimination based on race, color, age, gender, sexual orientation, ethnicity, disability, pregnancy, religion, political affiliation, union membership, and marital status or otherwise. In our day-to-day operations, this means that we monitor and manage our human resources consciously. We analyze and improve turnover patterns. We build a labor force with a balanced structure, which was also integrated into our recruiting policy.

(4) Zero Distance Communication

Innolux emphasizes harmonious labor relations. To this end, we convene quarterly meetings with the labor-capital committee and the Employee Welfare Committee. High-level managers from the capital side and grassroots level representatives from the labor side engage in two-way face-to-face communications, to exchange views in an open atmosphere. We also have built a full range of communication channels, which employees can use under their names or anonymously. The Employee Care Hotline, the Employee Care Mailbox, and the opinion box help employees to find quick solutions to their problems.

Workplace Free from Sexual Harassment

To protect employees from sexual harassment, Innolux adopted the 'Sexual Harassment Prevention, Complaint and Management Procedures for Taiwan site' to effectively prevent and deal with sexual harassment. Investigation of sexual harassment is conducted in a non-public fashion to protect the privacy of the parties involved. Everyday protection from sexual harassment is promoted through the start-up screens of computers to build a friendly workplace and eliminate sexual harassment.

EAPs Employee Assistance Programs

Employees are company's most important asset. Innolux understands how difficulties may affect an individual’s work and life. Therefore, Innolux takes a systematic and embedded approach to offer appropriate professional resources, such as employee communications, psychological counseling, and healthcare, in an effort to reduce the impact that problems may have on our employees' work and lives. We hope to enable our employees to work with a fit body and a healthy mind and improve productivity.

Integrated Employee Care Channels

Innolux takes employee feedback seriously. We offer various feedback channels to employees, to effectively prevent and solve employee issues. We put more focus on integrating our employee care channels. Thus, we unified the representative code of Employee care hotline and the Employee Care Mailbox at different sites. The same was advertised via internal announcements and the start-up screens on computers. We expect this integrated approach will pay off through more efficient handling of cases.

86

5.5.2 List any loss sustained as a result of labor disputes in the most recent fiscal year, and during the current fiscal year up to the date of printing of the annual report, disclose an estimate of losses incurred to date or likely to be incurred in the future, and indicate mitigation measures being or to be taken. If the loss cannot be reasonably estimated, make a statement to that effect. NT$690 Thousand.

87

5.6 Important Contracts

5.6
Important
Contracts
Agreement Counterparty Period MajorContents Restrictions
Lease Agreement
of the Land
Science-based Industrial
Park Administration
Feb 2001- Dec
2020
Lease of land for Chunan
Base of Hsinchu Science
Park in Miaoli County(Plant
No.I)
Pursuant to the terms and
conditions set forth under
the Agreement
Lease Agreement
of the Land
Science-based Industrial
Park Administration
May 28, 2003 -
Dec 31, 2022
Leasehold of land Pursuant to the terms and
conditions set forth under
the Agreement
Lease Agreement
of the Land
Science-based Industrial
Park Administration
Feb 2004 -
Dec 2023
Lease of land for Chunan
Base of Hsinchu Science
Park in Miaoli County (Plant
No.II)
Pursuant to the terms and
conditions set forth under
the Agreement
Lease Agreement
of the Land
Science-based Industrial
Park Administration
Apr 6, 2004 –
Dec 31, 2023
Leasehold of land Pursuant to the terms and
conditions set forth under
the Agreement
Lease Agreement
of the Land
Science-based Industrial
Park Administration
Dec 1, 2007 –
Dec 31, 2026
T2 Leasehold of land
oriented for factory
Pursuant to the terms and
conditions set forth under
the Agreement
Lease Agreement
of the Land
South Taiwan
Science-based Industrial
Park Administration
Mar 9, 2015 -
Mar 8, 2035
Leasehold of land Pursuant to the terms and
conditions set forth under
the Agreement
Engineering
Project
Agreement
Chung Lin Construction
Co., Ltd.
Feb 2001 till
expiry of
warranty
period
FAB I Project of Civil
Engineering Construction
Pursuant to the terms and
conditions set forth under
the Agreement
Engineering
Project
Agreement
Hu Tzu Construction
Co., Ltd.
Jul 2005 till
expiry of
warranty
period
FAB II Newly constructed
project
Pursuant to the terms and
conditions set forth under
the Agreement
Engineering
Project
Agreement
Cheng Teh Fireproof
Industrial Co., Ltd.
Sep 2005 till
expiry of
warranty
period
New construction of Plant
No. II, award of the fire
prevention project contract
Pursuant to the terms and
conditions set forth under
the Agreement
Syndicated Loans Bank of Taiwan and
bank groups
Mar 12, 2015 -
Mar 12, 2018
1. To be used by the Loanee
to reimburse, under the
syndicated accord, the
mid-term and long-term
syndicated loans, for all fund
required for the outstanding
balance of principal as
mentioned above.
2. In the amount of NT$68.5
billion
Pursuant to the terms and
conditions set forth under
the Agreement
Syndicated Loans Bank of Taiwan,CTBC
and bank groups
Sep
6,2016-Dec
6,2021
1.To be used to reimburse the
mid-term loan
2. In the amount of NT$35
billion
Pursuant to the terms and
conditions set forth under
the Agreement
Patent
authorization
Foreign Company A Jun 17, 2013 –
Jun 30, 2017
3D Relevant technology &
know-how
Pursuant to the terms and
conditions set forth under
the Agreement
Patent
authorization
Foreign Company B Jan 1, 2015 –
Dec 31, 2020
IPS Relevant patents Pursuant to the terms and
conditions set forth under
the Agreement
Cross-licensing Multinational Enterprise
C.
June 28, 2010–
Dec 31,2019
IPS Relevant technology &
know-how
Pursuant to the terms and
conditions set forth under

88

Agreement Counterparty Period MajorContents Restrictions
the Agreement
Cross-licensing Multinational Enterprise
D
Jul 2, 2012 –
Jul 2, 2022
Display of the relevant
cross-patent licensing within
the regions.
Pursuant to the terms and
conditions set forth under
the Agreement
Cross-licensing Multinational Enterprise
E
Jul 1, 2013 –
Jul 1, 2023
LCD Relevant technology &
know-how
Pursuant to the terms and
conditions set forth under
the Agreement
Patent
authorization
Multinational Enterprise
F
Jan 1, 2013 –
Dec 31, 2019
LCD Relevant technology &
know-how
Pursuant to the terms and
conditions set forth under
the Agreement
Patent
authorization
Multinational Enterprise
G
Sept 5, 2013 –
Sept 5, 2018
LCD Relevant technology &
know-how
Pursuant to the terms and
conditions set forth under
the Agreement
Patent
authorization
Multinational Enterprise
H
Oct 31, 2013 -
Oct 31, 2017
LCD Relevant technology &
know-how
Pursuant to the terms and
conditions set forth under
the Agreement

89

VI. Financial Information

6.1 Five-Year Financial Summary

6.1.1 Condensed Balance Sheet

1. Consolidated Condensed Balance Sheet

Unit: NT Thousand

Year
Item
Year
Item
Financial Summaryfor The Last Five Years(Note1) Financial Summaryfor The Last Five Years(Note1) Financial Summaryfor The Last Five Years(Note1) Financial Summaryfor The Last Five Years(Note1) Financial Summaryfor The Last Five Years(Note1) As of the
printing date
of this
annual report
2012 2013 2014 2015 2016
Current assets 173,139,399 171,701,969 189,380,812 138,866,987 126,998,131 122,740,178
Property, Plant and
Equipment
332,525,859 273,505,759 233,609,843 199,482,740 201,360,858 196,075,992
Intangible assets 22,909,059 21,214,994 20,219,137 19,342,856 18,446,321 18,326,577
Other assets 42,888,840 41,778,163 39,306,763 29,749,753 24,674,238 22,422,858
Total assets 571,463,157 508,200,885 482,516,555 387,442,336 371,479,548 359,565,605
Current
liabilities
Before
distribution
237,566,939 300,586,751 199,135,498 110,471,463 116,165,904 121,768,253
After
distribution
237,566,939 301,944,190 206,082,686 112,461,273 Note2
Non current liabilities 162,539,193 13,036,280 54,209,621 44,706,150 29,307,281 2,250,386
Total
liabilities
Before
distribution
400,106,132 313,623,031 253,345,119 155,177,613 145,473,185 124,018,639
After
distribution
400,106,132 314,980,470 260,292,307 157,167,423 Note2
Equity attributable to
shareholders of theparent
169,823,860 193,043,229 227,690,063 232,264,723 226,006,363 235,546,966
Capital stock 79,129,708 91,094,288 99,545,364 99,532,372 99,521,488 99,520,784
Capital surplus 119,677,980 96,058,741 99,584,369 99,643,564 99,647,810 99,648,514
Retained
earnings
Before
distribution
(24,979,239) 7,421,697 26,632,674 30,338,450 30,255,869 42,113,988
After
distribution
(24,979,239) 7,331,202 19,685,486 28,348,640 Note2
Other equityinterest (4,004,589) (1,531,497) 1,927,656 2,750,337 (3,418,804) (5,736,320)
Treasurystock
Non controllinginterest 1,533,165 1,534,625 1,481,373
Total
equity
Before
distribution
171,357,025 194,577,854 229,171,436 232,264,723 226,006,363 235,546,966
After
distribution
171,357,025 193,220,415 222,224,248 230,274,913 Note2

Note 1: Financial data by IFRS from 2013,numbers are audited(inculding2012). Note 2: Pending on approval of shareholders at Annual General Shareholders’ Meeting

90

2. Consolidated Condensed Statement of Comprehensive Income

Unit: NT Thousand

Year
Item
Financial Summaryfor The Last Five Years(Note1) Financial Summaryfor The Last Five Years(Note1) Financial Summaryfor The Last Five Years(Note1) Financial Summaryfor The Last Five Years(Note1) Financial Summaryfor The Last Five Years(Note1) As of the
printing date
of this annual
report
2012 2013 2014 2015 2016(Note2)
Operatingrevenue 483,609,931 422,730,500 428,661,898 364,132,984 287,089,277 86,025,771
Grossprofit 4,499,935 37,759,115 50,385,001
46,640,105
26,088,491 20,345,021
Income from operations (19,749,654) 15,349,268 28,173,396 22,430,709 6,413,249 14,632,036
Non-operating income and
expenses
(11,064,521) (9,705,915) (5,639,056) (7,571,522) (1,421,129) 722,153
Income before tax (30,814,175) 5,643,353 22,534,340 14,859,187
4,992,120
15,354,189
Net income(Loss) (30,167,283) 5,095,019 21,676,908 10,814,141
1,870,687
11,858,119
Profit (loss) from
discontinued operations
Net income(Loss) (30,167,283) 5,095,019 21,676,908 10,814,141
1,870,687
11,858,119
Other comprehensive
income(income after tax)
(1,975,663) 2,859,517
3,159,493

507,196

(6,152,001)
(2,317,516)
Total comprehensive
income
(32,142,946) 7,954,536
24,836,401

11,321,337

(4,281,314)
9,540,603
Net income attributable to
shareholders of theparent
(29,899,236) 5,102,568
21,676,759

10,815,594

1,870,687
11,858,119
Net income attributable to
non-controllinginterest
(268,047) (7,549) 149
(1,453)
Comprehensive income
attributable to Shareholders
of theparent
(31,688,130) 7,953,076
24,844,853

11,352,532

(4,281,314)
9,540,603
Comprehensive income,
attributable to
non-controllinginterests
(454,816) 1,460
(8,452)
(31,195)
Earningsper share (4.00) 0.57 2.31 1.09 0.19 1.19

Note 1: Financial data by IFRS from 2013,numbers are audited(inculding2012). Note 2: Pending on approval of shareholders at Annual General Shareholders’ Meeting

91

3. Alone Balance Sheet

Unit: NT Thousand

3. Alone Balance Sheet 3. Alone Balance Sheet Unit: NT Thousand Unit: NT Thousand Unit: NT Thousand Unit: NT Thousand Unit: NT Thousand
Year
Item
Financial Summaryfor The Last Five Years(Note1)
2012 2013 2014 2015 2016
Current assets 147,154,273 138,274,531 162,875,147 111,926,408 103,003,830
Property,Plant and Equipment 287,051,335 233,557,614 192,599,182 163,921,697 170,150,592
Intangible assets 22,796,701 21,114,443 20,127,184 19,264,025 18,375,538
Other assets 100,240,714 100,611,858 106,252,898 102,927,491 97,564,329
Total assets 557,243,023 493,558,446 481,854,411 398,039,621 389,094,289
Current
liabilities
Before distribution 238,165,426 287,413,773 205,189,126 121,257,442 133,926,912
After distribution 238,165,426 288,771,212 212,136,314 123,247,252 Note2
Non current liabilities 149,253,737 13,101,444 48,975,222 44,517,456 29,161,014
Total
liabilities
Before distribution 387,419,163 300,515,217 254,164,348 165,774,898 163,087,926
After distribution 387,419,163 301,872,656 261,111,536 167,764,708 Note2
Equity attributable to
shareholders of theparent
169,823,860 193,043,229 227,690,063 232,264,723 226,006,363
Capital stock 79,129,708 91,094,288 99,545,364 99,532,372 99,521,488
Capital surplus 119,677,980 96,058,741 99,584,369 99,643,564 99,647,810
Retained
earnings
Before distribution (24,979,239) 7,421,697 26,632,674 30,338,450 30,255,869
After distribution (24,979,239) 7,331,202 19,685,486 28,348,640 Note2
Other equityinterest (4,004,589) (1,531,497) 1,927,656 2,750,337 (3,418,804)
Treasurystock
Non controllinginterest
Total
equity
Before distribution 169,823,860 193,043,229 227,690,063 232,264,723 226,006,363
After distribution 169,823,860 191,685,790 220,742,875 230,274,913 Note2

Note 1: Financial data by IFRS from 2013,numbers are audited(inculding2012). Note 2: Pending on approval of shareholders at Annual General Shareholders’ Meeting

92

4. Alone Statement of Comprehensive Income

Unit: NT Thousand


Unit: NT Thousand

Unit: NT Thousand

Unit: NT Thousand

Unit: NT Thousand

Unit: NT Thousand
Year
Item
Financial Summaryfor The Last Five Years(Note1)
2012 2013 2014 2015 2016(Note2)
Operatingrevenue 471,524,374 419,738,269 426,005,033 360,638,133 285,695,113
Grossprofit (7,116,158) 27,531,818 36,395,248 33,712,246 14,853,964
Income from operations (24,249,282) 11,300,119 20,439,440 15,826,909 513,079
Non-operatingincome and expenses (7,431,680) (6,864,968) 1,238,394 (2,017,968) 3,147,845
Income before tax (31,680,962) 4,435,151 21,677,834 13,808,941 3,660,924
Net income(Loss) (29,899,236) 5,102,568 21,676,759 10,815,594 1,870,687
Profit (loss) from discontinued
operations
Net income(Loss) (29,899,236) 5,102,568 21,676,759 10,815,594 1,870,687
Other comprehensive income
(income after tax)
(1,788,894) 2,850,508 3,168,094 536,938 (6,152,001)
Total comprehensive income (31,688,130) 7,953,076 24,844,853 11,352,532 (4,281,314)
Net income attributable to
shareholders of theparent
(29,899,236) 5,102,568 21,676,759 10,815,594 1,870,687
Net income attributable to
non-controllinginterest
Comprehensive income attributable
to Shareholders of theparent
(31,688,130) 7,953,076 24,844,853 11,352,532 (4,281,314)
Comprehensive income attributable
to non-controllinginterest
Earningsper share (4.00) 0.57 2.31 1.09 0.19

Note 1: Financial data by IFRS from 2013,numbers are audited(inculding2012). Note 2: Pending on approval of shareholders at Annual General Shareholders’ Meeting

93

6.1.2 Auditors’ Opinions from 2012 to 2016

Year AccountingFirm CPA AuditingOpinion
2012 PricewaterhouseCoopers Hsiao Chun-Yuan & Hsu Yung-Chien Unqualified-modified wording
2013 PricewaterhouseCoopers Hsiao Chun-Yuan & Wu Han-Chi Unqualified-modified wording
2014 PricewaterhouseCoopers Wu Han-Chi & Hsu Sheng-Chung- Unqualified-modified wording
2015 PricewaterhouseCoopers Wu Han-Chi & Hsu Sheng-Chung Unqualified wording
2016 PricewaterhouseCoopers Wu Han-Chi & Hsu Sheng-Chung Unqualified wording

6.1.3 If there was change/replacement of the CPA within the most recent 5 fiscal years, explanation made by the company’s previous and current CPA over the causes for such change/replacement shall be set forth.

Year Former CPA's Name Current CPA's Name Reason
2012 None
2013 Hsiao Chun-Yuan & Hsu Yung-Chien Hsiao Chun-Yuan & Wu Han-Chi Unqualified-modified wording
2014 Hsiao Chun-Yuan & Wu Han-Chi Wu Han-Chi & Hsu Sheng-Chung Unqualified-modified wording
2015 None
2016 None

94

6.2 Five-Year Financial Analysis

1. Consolidated Financial Analysis

Item Year) Financial Analysis for the Last Five Years(Note 1) Financial Analysis for the Last Five Years(Note 1) Financial Analysis for the Last Five Years(Note 1) Financial Analysis for the Last Five Years(Note 1) Financial Analysis for the Last Five Years(Note 1) As of the
printing date
of this
annual
report
2012 2013 2014 2015 2016
Financial
structure (%)
Debt Ratio 70.01 61.71 52.50 40.05 39.16 34.49
Ratio of long-term capital
to property, plant and
equipment
100.41 75.91 121.31 138.84 126.79 121.28
Solvency (%) Current ratio 72.88 57.12 95.10 125.70 109.32 100.80
Quick ratio 54.77 39.92 77.41 97.37 87.84 79.31
Interest earned ratio(times) 2.12 7.28 9.68 6.71 135.59
Operating
performance
Accounts receivable
turnover(times)
6.11 5.56 5.88 5.68 4.97 5.58
Average collectionperiod 60 66 62 64 73 65
Inventoryturnover(times) 8.51 7.67 8.41 9.29 9.02 9.90
Accounts payable turnover
(times)
4.47 4.54 4.90 4.52 4.45 4.75
Average days in sales 43 48 43 39 40 37
Property, plant and
equipment turnover(times)
1.31 1.40 1.69 1.68 1.43 1.73
Total assets turnover
(times)
0.77 0.78 0.87 0.84 0.76 0.94
Profitability Return on total assets(%) (3.77) 1.72 4.98 2.81 0.68 3.27
Return on stockholders'
equity (%)
(16.18) 2.79 10.23 4.69 0.82 5.14
Pre-tax income to paid-in
capital(%)
(38.94) 6.20 22.64 14.93 5.02 15.43
Profit ratio(%) (6.18) 1.21 5.06 2.97 0.65 13.78
Earningsper share(NT$) (4.00) 0.57 2.31 1.09 0.19 1.19
Cash flow Cash flowratio(%) 21.16 25.25 52.33 73.38 28.75 22.31
Cash flow adequacy
ratio(%)
64.93 84.75 129.39 226.97 235.82 240.51
Cash reinvestment ratio(%) 7.83 12.91 14.58 9.86 4.12 3.63
Leverage Operatingleverage 4.77 3.02 3.35 7.78 1.81
Financial leverage 1.49 1.15 1.08 1.16 1.01
Analysis of financial ratio change in the last two years. (If the difference does not exceed 20%, the analysis is not
required.)
1. Times interest earned ratio decrease mainly due to earthquake issue cause the profitability decrease in 2016.
2. Various ratios of profitability decrease mainly due to earthquake issue and primarily to economy is in a slump,
th rfit rnd drd thn 2015’
e pos eae ecease a s.
3. Cash flow ratio decrease mainly due to earthquake issue cause and profitability decrease in 2016 and cash
provided by operating activities decrease.
4. Various ratios of Cash flow adequacy ratio rose due primarily to the facts that eqrthquake in 2016, and cash
provided by operating activities decrease cause Cash reinvestment ratio decreased.
5. Operatingleverage increase mainlydue to the earthquake effect in 2016 cause operating profit decrease.

Note 1: Financial data by IFRS from 2013,numbers are audited(inculding2012). Note 2:Financial Ratio Formula

  1. Financial Structure analysis

  2. (1) Debt ratio= Total Liabilities / Total Assets

  3. (2) Long-term funds to property, plant and equipment = (Total equity + Non-current liabilities ) / Property, plant and equipment, net

  4. Liquidity analysis

  5. (1) Current ratio = Current assets / Current liability

  6. (2) Quick ratio = (Current Assets - Inventories - Prepaid expenses) / Current liability

95

  • (3) Times interest earned = Profit Before Credit for Income Tax / Current interest expense

  • Operating performance analysis

  • (1) Average collection turnover(Including Accounts Receivable and Notes Receivable from operation) = Sales / Average trade receivables

  • (2) Days to collect accounts receivable = 365 / Average collection turnover

  • (3) Average inventory turnover = Cost of goods sold / Average inventories

  • (4) Average payment turnover (Including Accounts Payable and Notes Payable from operation) = operating costs / Average trade payables

  • (5) Average days to sell inventory = 365 / Average inventory turnover

  • (6) Property, plant and equipment turnover = Sales / Average property, plant and equipment, net

  • (7) Total assets turnover = Sales / Average total assets

  • Return on investment analysis

  • (1) Rate of return on assets = [Profit + Interest expense X (1 - Tax rate)] / Average assets

  • (2) Rate of return on equity = Profit / Average total Equity

  • (3) Profit to sales = Profit / Sales

  • (4) Earnings per share = (Equity attributable to owners of parent - Dividend-preferred stock ) / Weighted average outstanding shares

  • Cash flow

  • (1) Cash flow ratio = Net cash provided by operating activities / Current liability

  • (2) Cash flow adequacy ratio = 5-year net cash provided by operating activities / 5-year (Capital expense + Increase in inventories + Cash dividend)

  • (3) Cash flow reinvestment ratio = (Net cash provided by operating activities - Cash dividend) - (Property, plant and equipment, net + Long-term investments + Other non-current assets + Operating Capital)

  • Leverage

  • (1) Operating Leverage= (Net sales – Variable cost) / Operating income

  • (2) Financial leverage = Operating income / (Operating income – Interest expenses)

96

2. Financial Analysis -Alone

Item Year Financial analysis in thepast fiveyears(Note 1) Financial analysis in thepast fiveyears(Note 1) Financial analysis in thepast fiveyears(Note 1) Financial analysis in thepast fiveyears(Note 1) Financial analysis in thepast fiveyears(Note 1)
2012 2013 2014 2015 2016
Financial
structure(%)
Debt Ratio 69.52 60.89 52.75 41.65 41.91
Ratio of long-term capital to
property, plant and equipment
111.16 88.26 143.65 168.85 149.97
Solvency(%) Current ratio 61.79 48.11 79.38 92.30 76.91
Quick ratio 46.82 34.07 65.50 71.48 62.14
Interest earned ratio(times) (5.27) 2.03 8.23 9.59 5.40
Operating
performance
Accounts receivable turnover(times) 6.16 5.66 6.03 5.82 5.20
Average collectionperiod 59 64 61 63 70
Inventoryturnover(times) 9.99 9.62 10.78 11.61 11.47
Accountspayable turnover(times) 3.13 3.11 3.39 3.40 3.55
Average days in sales 37 38 34 31 32
Property, plant and equipment
turnover(times)
1.49 1.61 2.00 2.02 1.71
Total assets turnover(times) 0.80 0.80 0.87 0.82 0.73
Profitability Return on total assets(%) (4.36) 1.65 4.95 2.76 0.65
Return on stockholders' equity (%) (16.35) 2.81 10.30 4.70 0.82
Pre-tax income topaid-in capital(%) (40.04) 4.87 21.78 13.87 3.68
Profit ratio(%) (6.34) 1.22 5.09 3.00 0.65
Earningsper share(NT$) (4.00) 0.57 2.31 1.09 0.19
Cash flow Cash flowratio(%) 17.11 17.30 44.53 39.11 24.06
Cash flow adequacyratio(%) 81.66 96.55 153.66 214.96 203.85
Cash reinvestment ratio(%) 7.06 9.34 14.02 5.79 4.25
Leverage Operatingleverage 5.81 3.63 4.12 79.9
Financial leverage 1.62 1.17 1.11
Analysis of financial ratio change in the last two years. (If the difference does not exceed 20%, the analysis is not
required.)
1. Times interest earned ratio decrease mainly due to earthquake issue cause the profitability decrease in 2016.
2. Various ratios of profitability decrease due to the earthquake effect and primarily to economy is in a slump, the
profits earned decreased than 2015’s.
3. Cash flow ratio decrease mainly due to the earthquake effect and profitability decrease in 2016 and cash
provided by operating activities decrease.
4. Cash reinvestment ratio decrease due primarily to the facts that eqrthquake in 2016, and cash in provided by
operating activities decrease cause Cash reinvestment ratio decreased.
5. Operating leverage increase mainly due to the earthquake effect in 2016 cause operating profit decrease.
6. Financial leverage decrease mainlydue to the earthquake effect in 2016 causeprofit lower than interest fee.

Note 1: Financial data by IFRS from 2013,numbers are audited(inculding2012). Note 2:Financial Ratio Formula

  1. Financial Structure analysis

  2. (1) Debt ratio= Total Liabilities / Total Assets

  3. (2) Long-term funds to property, plant and equipment = (Total equity + Non-current liabilities ) / Property, plant and equipment, net

  4. Liquidity analysis

  5. (1) Current ratio = Current assets / Current liability

  6. (2) Quick ratio = (Current Assets - Inventories - Prepaid expenses) / Current liability

  7. (3) Times interest earned = Profit Before Credit for Income Tax / Current interest expense

  8. Operating performance analysis

  9. (1) Average collection turnover(Including Accounts Receivable and Notes Receivable from operation) = Sales / Average trade receivables

  10. (2) Days to collect accounts receivable = 365 / Average collection turnover

  11. (3) Average inventory turnover = Cost of goods sold / Average inventories

  12. (4) Average payment turnover (Including Accounts Payable and Notes Payable from operation) = operating costs / Average trade payables

  13. (5) Average days to sell inventory = 365 / Average inventory turnover

  14. (6) Property, plant and equipment turnover = Sales / Average property, plant and equipment, net

  15. (7) Total assets turnover = Sales / Average total assets

97

  1. Return on investment analysis

  2. (1) Rate of return on assets = [Profit + Interest expense X (1 - Tax rate)] / Average assets

  3. (2) Rate of return on equity = Profit / Average total Equity

  4. (3) Profit to sales = Profit / Sales

  5. (4) Earnings per share = (Equity attributable to owners of parent - Dividend-preferred stock ) / Weighted average outstanding shares

  6. Cash flow

  7. (1) Cash flow ratio = Net cash provided by operating activities / Current liability

  8. (2) Cash flow adequacy ratio = 5-year net cash provided by operating activities / 5-year (Capital expense + Increase in inventories + Cash dividend)

  9. (3) Cash flow reinvestment ratio = (Net cash provided by operating activities - Cash dividend) - (Property, plant and equipment, net + Long-term investments + Other non-current assets + Operating Capital)

  10. Leverage

  11. (1) Operating Leverage= (Net sales – Variable cost) / Operating income

  12. (2) Financial leverage = Operating income / (Operating income – Interest expenses)

98

6.3 Audit Committee Report in the Most Recent Year

Audit Committee Report

The Board of Directors has duly submitted the 2016 operating report, financial statements, and table of profit distribution. The financial statements has been duly reviewed and approved by CPAs of PwC Taiwan with the issuance of Independent Auditor’s Report.

The Audit Committee have completed the audit and review, and had found nothing inconsistent with any of the above. Therefore, I issue this audit report for acknowledgment in accordance with Securities and Exchange Act and the Company Act. For your approval.

To

General Shareholders Meeting of the Company in 2017

Audit Committee Chair:Chi-Chia Hsieh

Date: May 10, 2017

99

6.4 Consolidated Financial Statements for the Years Ended December 31, 2016 and 2015, and Independent Auditors’ Report

Please refer to page 119 of the annual report.

6.5 Financial Statements for the Years Ended December 31, 2016 and 2015, and Independent Auditors’ Report

Please refer to page 207 of the annual report.

6.6 Disclosure of the Impact on Company’s Financial Status Due to Financial Difficulties: Not applicable.

100

VII. Review of Financial Conditions, Operating Results, and Risk Management

7.1 Analysis of Financial Status

Unit: NT Thousand

Unit: NT Thousand Unit: NT Thousand
Year
Item
2015 2016 Difference
Amount %
Current Assets 138,866,987 126,998,131 (11,868,856) (8.55)
Fixed Assets 199,482,740 201,360,858 1,878,118 0.94
Intangible assets 19,342,856 18,446,321 (896,535) (4.63)
Other Assets 29,749,753 24,674,238 (5,075,515) (17.06)
Total Assets 387,442,336 371,479,548 (15,962,788) (4.12)
Current Liabilities 110,471,463 116,165,904 5,694,441 5.15
OtherLiabilities-non-current(1) 44,706,150 29,307,281 (15,398,869) (34.44)
Total Liabilities 155,177,613 145,473,185 (9,704,428) (6.25)
Capital stock 99,532,372 99,521,488 (10,884) (0.01)
Capital surplus 99,643,564 99,647,810 4,246
Retained Earnings 30,338,450 30,255,869 (82,581) (0.27)
Other equity(2) 2,750,337 (3,418,804) (6,169,141) (224.3)
Non controllingequity
Total Stockholders' Equity 232,264,723 226,006,363 (6,258,360) (2.69)
Analysis of changes in financial ratios:
1. Mainly due to increase debt repayment.
2. Mainly due to decrease in Exchange Differences on Translation of Foreign Financial Statements and
decrease in Unrealized Gains(Losses)on Available-for-sale financial assets.

101

7.2 Analysis of Financial Performance

Unit: NT Thousand

Unit: NT Thousand Unit: NT Thousand
Year
Item
2015 2016 Difference
Amount %
Gross Sales(1) 364,132,984 287,089,277 (77,043,707) (21.16)
Cost of Sales 317,492,879 261,000,786 (56,492,093) (17.79)
Gross Profit(1) 46,640,105 26,088,491 (20,551,614) (44.06)
OperatingExpenses 24,209,396 19,675,242 (4,534,154) (18.73)
OperatingIncome(2) 22,430,709 6,413,249 (16,017,460) (71.41)
Non-operatingIncome and Expenses(3) (7,571,522) (1,421,129) 6,150,393 (81.23)
Income Before Tax(4) 14,859,187 4,992,120 (9,867,067) (66.40)
Tax Benefit(Expense)(5) 4,045,046 3,121,433 (923,613) (22.83)
Net income(6) 10,814,141 1,870,687 (8,943,454) (82.70)
Other comprehensive income(7) 507,196 (6,152,001) (6,659,197) (1312.94)
Total comprehensive income(8) 11,321,337 (4,281,314) (15,602,651) (137.82)
Analysis of changes in financial ratios:
1. Manily due to the earthquake effect in 2016 and TFT-LCD industry is in slump, market demand and unit
price decrease.
2. Mainly due to decrease in Gross Profit.
3. Mainly due to decrease in Annual court fees.
4. Mainly due to decrease in Operating Income.
5. Mainly due to decrease in Undistributed Surplus Earnings.
6. Mainly due to decrease in Income Before Tax.
7. Mainly due to decrease in Exchange Differences on Translation of Foreign Financial Statements and
decrease in Unrealized Gains (Losses) on Available-for-sale financial assets.
8. Mainlydue to decrease in Net income and Other comprehensive income.

102

7.3 Analysis of Cash Flow

7.3.1 Cash Flow Analysis for the Current Year

Unit: NT Thousand

7.3.1 Cash Flow Analysis for the Current Year Unit: NT Thousand
Year 2016 Ali
Items nayss
Net cash provided by
operatingactivities
33,399,247 Net cash provided mainly due to depreciation and
reasonable control for operatingcycle.
Net cash used in investing
activities
(40,866,329) Mainly due to additions to property, plant and
equipment.
Net cash used in financing
activities
(6,776,598) Mainly due to bank loan repayment and cash
dividends

7.3.2 Cash Flow Analysis for the Coming Year

Unit: NT Thousand

Estimated Cash
and Cash
Equivalents,
Beginning of Year
(1)
Estimated Net
Cash Flow from
Operating
Activities (2)
Estimated Cash
Outflow (Inflow)
(3)
Cash Surplus
(Deficit)
(1)+(2)+(3)
Leverage of Cash Surplus
(Deficit)
Leverage of Cash Surplus
(Deficit)
Investment Plan Financing Plan
36,053,000 83,633,000 53,107,000 66,579,000
2017 Analysis of changes in cash flow
Operating Activities: Net Cash inflow due to expected the average selling price for panels will stay high level
and lower production cost continually
Investing Activities: Net cash outflow due to overcome difficulties continually and capital expenditure for new
techniques
Financing Activities: Net cash outflow mainly due to bank loan repayment.
RemedyActions for Cash Shortfall: None

7.4 Major Capital Expenditure Items

Capital Expenditures in 2016 focus on high-precision, high aperture ratio, yield quality improvement,Generation 8.6, LTPS and Green environmental protection, Total amount approximately 44,152,843 thousand.

7.5 Investment Policy in Last Year, Main Causes for Profits or Losses, Improvement Plans

and the Investment Plans for the Coming Year

In terms of outward investment, the Company focused on the up- and down-streams of TFT-LCD industries to assure effective vertical itnegration as the final objectives. Given the worsening fluctuation of panel industry and the mature development of the industrial chains, the Company held a policy of being increasingly conservative. Other than the effortswe try to refrain from investing toward the businesses irrelevant to the Company’s principal business, the Company disposed non-core investment and investment insignificant in strategies.

In the consolidated financial report of the Company in 2016, the investment gain recognized in equity method came to NT$187,454 thousand, thanks primarily to the upturn of the overall economy where the business performance of the invested businesses turned better. Some outward investments appeared at a loss. Overall, the performance with the Company’s outward reinvestments have been well up to our expectation and have been continually integrated with our business development.

7.6 Analysis of Risk Management

7.6.1 Effects of Changes in Interest Rates, Foreign Exchange Rates and Inflation on Corporate Finance, and Future Response Measures

103

  1. Interest rate

The domestic economic continuing growth but International Politics and Economics changes, the Trump government, the future policy of United State and Economics of China will influence the economic of goable.

The Directorate General of Budget, Accounting and Statistics (DGBAS) of Executive Yuan anticipated the economic growth rate (yoy) by 2017 would hit 1.87%, 1.35% outgrew the annual rate of 2015 at 0.52%. Given the factors of economic growth and commodity prices, the Central Bank would maintain an easy interest rate policy in 2017. To prevent an increase in the Company’s loan costs as a result of an adjustment of currency policy and rise in interest rate in the market, the Company would undertake interest swap transactions in due time over the current loans in floating interest rates so as to evade the risks of the change in cash flow possibly incurred by fluctuation of interest rate.

  1. Foreign exchange rates

  2. a. To prevent a potential disadvantage to the foreign currencies in input, ouput, investment and financing activities to the Company’s assets, liabilities values, operating results due to fluctuation in exchange rates, the Company, in due time, would undertake forward foreign exchange to evade potential risks in fluctuation in exchange rates.

  3. b. The Company adopted Natural Hedge in principle to evade exchange rate risks by taking the revenues from sales in foreign currencies to pay off required foreign currencies. We, therefore, only undertook the hedge transaction aiming at the positions of net assets or liabilities in foreign currencies.

  4. c. In the Company, over 90% of the operating revenues came from U. S. Dollars and other foreign currencies. For capital expenditures and manufacturing costs, the primary demand for foreign currencies came from U. S. Dollars and Japanese yen. Any unfavorable significant change in exchange rate would lead to a passive impact upon the financial profit and/or loss. In calculation with the Company’s output and marketing as well as cost structure in 2016, where the New Taiwan Dollars is appreciated by 1% over U. S. Dollars, the Company’s gross profit would drop 0.4%~0.55%.

3. Inflation

Due to the weather conditions and typhoons, foods prices rose high in 2016 and the international oil prices rebounded, oil charges increased, forecast 2016 rose at 1.31% and 2017 at 0.75%.

The high-speed inflation and deflation would interfere with the efficiency in the markets; discourage investment, consumption, savings and such behaviors. To prevent potential impact on the negative aspect from high speed inflation which would, in turn, dampen investment, consumption and savings, the communications has tried by all means of lower various costs to enhance competitive edge and would be closely watchful the change in the supply and demand in the market, to flexbly adjust product portfolio to closely live up to actual demand in the market.

104

7.6.2 Policies, Main Causes of Gain or Loss and Future Response Measures with Respect to - - High risk, High leveraged Investments, Lending or Endorsement Guarantees, and Derivatives Transactions

  1. The Company had not engaged in highly risky and high financial leverage investment. Exactly as required by the Securities and Futures Bureau, Financial Supervisory Commission, Executive Yuan and the laws and ordinances concerned, we have set up wholesome financial and operating grounds in the managerial regulations and operating procedures, including “Procedures to Engage in Transaction and Disposal of Derivatives”, “Procedures for Loaning of Funds to Others” and “Operating Procedures of Endorsements/Guarantees”.

  2. In an attempt to control potential risks in finance, we hold a very wholesome and conservative principle in derivative financial instruments to primarily evade the potential risks of the exchange rates in the substantial positions incurred by input, output and financing activities. In the days and years ahead, we shall stick to such same principle to coordinate with the trends of exchange rates and interest rates as well as the Company’s business operation, we shall adjust the financial risk management in real time in accordance with laws and ordinances concerned, internal managerial rule and operating procedures.

7.6.3 Future Research & Development Projects and Corresponding Budget

In terms of the technical development in the future, the Company will continually aim at the development in the monitor application regions. Primarily, we would aim at broad vision TFT LCD monitor technology & know-how to upgrade the contrast and dues in TFT LCD; upgrade of the high penetrating TFT LCD know-how in the optical utilization rate; ultra dimension TFT LCD monitoring technology & know-how; high solution, high brightness, narrow frame TFT LCD moules; in high solution, high brightness, high temperature, low energy consumption. TFT LCD bare-eye monitor know-how upgrade into stereo display effect, rightness monitor technology & know-how, built-in touch panel technology & know-how (TOD, TID, Hybrid) , attachment process technology & know-how & automatic or self-assembly technology. In 2016, the Company invest research & development funds in amount 11,132,079 thousand, the amount will hit 14 billion in 2017, we shall continually invest in technical research & development and boost competitive edge.

7.6.4 Effects of and Response to Changes in Policies and Regulations Relating to Corporate Finance and Sales

As of the Annual Report’s publication date, there has been no adversely impact on financial or business due to any policy and law changed. All the Company’s teammates would be closely watchful of potential changes in major policies and laws and ordinances concerned at home and abroad and set up legal personnel to help such issues. Through such efforts, we shall be able to take right countermeasures in real-time to minimize the potential impact upon the Company’s financial standing which might be incurred by major policies at home and abroad and change in laws.

7.6.5 Effects of and Response to Changes in Technology and the Industry Relating to Corporate Finance and Sales

  1. Technology Change

The TFT-LCD industry is challenged by the constantly upgraded know-how and new products while the mainstream products are being replaced by new generation at a quickening pace. Should we fail to deal with the impact incurred by the change in science and technology, that would be an impact upon the business and financial standing on the seamy sides. Since the Company first came into being, we have spared no effort to accumulate the technical capability of TFT-LCD displays to deal with the impact incurred by the change in science and technology. Other than investment in high level research & development toward high display quality, high solution, broad vision angles, high open

105

rates, quick response, thin and light designs, narrow frames, ultra energy conservaton,flexible display and such technology & know-how, we have, as wll, tried to develop low temperature LTPS,Oxide and organic lighting display OLED and such technology & know-how to assure firm competitive edge and effective growth in the Company’s business and financial standing.

  1. Industry Change

TFT-LCD features high economic cycle and drastic fluctuation. Any sort of economic trend drop might lead to a shock to the Company’s business operation on the seamy side. Here at the Company, all our teammates would be closely watchful of fluctuation that might hit the Company ito passive aspect and work out sound countermeasures beforehand. In terms of financial operation, we adopt sound and stable financial operation to deal with potential fluctuation in the businesses.

7.6.6 The Impact of Changes in Corporate Image on Corporate Risk Management, and the Company’s Response Measures

Faithful law compliance, focus on shareholders’ equity represent the very bounden duties to the Company’s management. In case of a contingence, the Company’s ranking department head would serve as the emergency convener to immediately set up the Crisis Task Force ti defuse the crisis forthwith. As of the Annual Report’s publication date, there has been no event that adversely impact in Innolux’s corporate image and impact on corporate risk management.

7.6.7 Expected Benefits from, Risks Relating to and Response to Merger and Acquisition Plans

  • At the moment, the Company has no plan to launch a merger with another enterprise. Toward potential strategic investment or vertical integration, and the cost benefit and the potential risk so arising, the Company’s management would conduct appropriate evaluation and evasion as appropriate.

7.6.8 Expected Benefits from, Risks Relating to and Response to Factory Expansion Plans

  • We all have those related technical groups to perform the professional feasibility assessment for expansion and build out of new generation factory

7.6.9 Risks Relating to and Response to Excessive Concentration of Purchasing Sources and Excessive Customer Concentration

There is no risk associated with excessive customer concentration, due to the plenty production line and the main customers are international brand manufacturers. Innolux’s usually have two or more suppliers for main material. Therefore there is no risk associated with excessive concentration of purchasing. We will keep developing new products and new customers in the future and seeking for the better quality and the lower cost of purchase sources to reduce the risk of excessive customer concentration or excessive purchasing concentration.

  • 7.6.10 Effects of, Risks Relating to and Response to Large Share Transfers or Changes in Shareholdings by Directors, Supervisors, or Shareholders with Shareholdings of over 10%

As of the date of this Annual Report, there were no such risks for Innolux.

7.6.11 Effects of, Risks Relating to and Response to Changes in Management Rights

  • As of the date of this Annual Report, there were no such risks for Innolux.

- 7.6.12 Litigation or Non litigation Matters

  1. The lawsuits, non-contentious cases, administrative litigation that are decided by the court or still in proceeding in recent years until this report was issued.

  2. (1) Former Chi Mei Optoelectronics Corporation, CMO Japan Co. Ltd. CMO UK Ltd., Chi Mei Optoelectronics Europe B.V., and Chi Mei Optoelectronics U.S.A. Inc. were inquired by the U.S. Department of Justice in December 2006 regarding to their

106

being suspected of involving violating Antitrust Laws. The company had reached agreement with the U.S Department of Justice and had paid all fines. Brazil Government also conducted investigation which is still pending. Some U.S. state governments, retailers and end consumers individually or collectively brought civil lawsuits against certain panel manufacturers. The company has settled all these cases.

  • (2) Eidos Display, LLC and Eidos III, LLC (below as Eidos) had brought a suit to Eastern District Court of Texas in April 25, 2011, to accuse certain products of ,

  • Innolux and its US branch’s infringes its patent rights. The summary judgment which decided the invalidation of Eidos’ patent rights, of this case had been issued by the administrative judge in December 2013 and the judge of this case had confirmed the summary judgment in January 2014. Eidos had appealed to the United States courts of appeals in February 2014. The United States courts of appeals made decision to rejected and remanded to the district court in March 2015. The company has a form to United States courts of appeals and raise defences actively. The United States courts of appeals rejected INX’s request in June 2015. The company has a form to US Supreme Court and made petition for writ of certiorari on September 2015, but rejected by US Supreme Court on November 2015. The final judgment depends on the suit proceedings and can’t be certain; therefore, this case doesn’t influence Innolux’s business and finance in short order.

  • Board members, monitors, CEO, responsible person in fact, shareholders and their companies holding more than 10% shares that involved in lawsuits, non-contentious cases, administrative litigation that were decided by the court or still in proceeding in recent years until this report was issued and might cause major influence on Innolux stockholder's equity and securities price: None.

7.6.13 Other Major Risks:None.

7.7 Other Important Matters: None.

107

VIII. Special Disclosure

8.1 Summary of Affiliated Companies

==> picture [708 x 418] intentionally omitted <==

108

8.1.2 Innolux Subsidiaries

December 31, 2016

December 31,2016
Company Date of
Incorporation
Address Capital Stock Business Activities
Asiaward Investment
Ltd.
Jan 9, 2008 Room 1701, 111 Leighton Road,
CausewayBay,HongKong
USD 10,000,000 Controlling Company
Best China Investments
Ltd.
Jan 3, 2007 Offshore Chambers, P.O.
Box,217,Apia,Samoa
USD 10,000,000 Controlling Company
Bright Information
Holding Ltd.
Nov 26, 2008 Unit 2602-03, 26/F., BEA Tower,
Millennium City 5, 418 Kwun
Tong Road, Kowloon, Hong
Kong.
USD 4,910,000 Controlling Company
Golden Achiever
International Limited
Sept 30, 2005 Palm Grove House, PO Box 438,
Road Town, Tortola, British
Virgin Islands
USD 40,250 Controlling Company
InnoLux Corporation Nov 22, 2004 2525 Brockton Drive, Suite 300,
Austin,TX 78758
USD 200,000 Sales company
Innolux Holding Ltd. Feb 28, 2002 Offshore Chambers, P.O.
Box,217,Apia,Samoa.
USD 246,768,185 Controlling Company
Innolux Hong Kong
Holding Limited
Dec 14, 2005 Unit 2602-03, 26/F., BEA Tower,
Millennium City 5, 418 Kwun
Tong Road, Kowloon, Hong
Kong
HKD 1,158,844,000 Controlling Company
Innolux Hong Kong
Limited
Feb 15, 2006 Unit 2602-03, 26/F., BEA Tower,
Millennium City 5, 418 Kwun
Tong Road, Kowloon, Hong
Kong.
HKD 113,729,000 Entrepot trade
company
Innolux
Optoelectronics Europe
B.V.
Nov 29, 2004 Jupiterstraat 106, 2132 HE
Hoofddorp,The Netherlands
EUR 18,000 Operating electronics
parts and LCD display
import and export sale
Innolux
Optoelectronics
Germany GmbH
Mar 02, 2006 Hanns-Martin Schleyer Strasse
9b-9c,47877 Willich-Munchheide
EUR 25,000 Operating electronics
parts and LCD display
import and export sale
and after service
Innolux
Optoelectronics Hong
Kong Holding Ltd.
Nov 16, 2001 Unit 2602-03, 26/F., BEA Tower,
Millennium City 5, 418 Kwun
Tong Road, Kowloon, Hong
Kong.
HKD 162,897,802 Controlling Company
Innolux
Optoelectronics Japan
Co., Ltd.
Aug 20, 1991 8F, kowa kawasaki-nishiguchi
Bldg., 66-2 horikawa-cho,
Saiwai-ku, Kawasaki-City,
Kanagawa 212-0013,Japan
JPY 314,258,270 Operating TFT-LCD
development,
manufacture and sales
Innolux
Optoelectronics USA,
INC.
May 9, 2002 101 Metro Drive Suite 510,San
Jose,CA95110, U.S.A
US$6,000,000 Operating electronics
parts and computer
displaysale
Innolux Technology
Europe B.V.
Mar 8, 2006 Stationstraat 39G, 6411NK,
Heerlen, The Netherlands
EUR 37,581,000 Controlling Company
of Researching,
developing and
Testing
Innolux Technology
Germany GmbH
Feb 17, 2006 Kaiserswerther Strasse
115,D-40880 Ratingen, Germany
EUR 100,000 Testing &
Maintenance
Company
Innolux Technology
Japan Co., Ltd.
Mar 1, 2005 1-1-1, Ibukidaihigashimachi,
Nishi-ku, Kobe-city, 651-2242,
Japan
JPY 146,570,164 Distributor
Innolux Technology
USA Inc.
Apr 12, 2006 2300 North Barrington Road,
Suite 400, Hoffman Estates, IL
60169,USA
USD 1,000 Sales company
Keyway Investment
Management Limited
Mar 30, 2005 Portcullis TrustNet Chambers,
P.O Box 1225,Apia,Samoa
USD 5,656,410 Controlling Company
Lakers Trading Ltd. Jun 4, 2004 Offshore Chambers, P.O.
Box,217,Apia,Samoa
USD 1 Entrepot trade
company

109

Company Date of
Incorporation
Address Capital Stock Business Activities
Landmark International
Ltd.
Apr 24, 2003 Offshore Chambers, P.O.Box
217,Apia,Samoa
USD 709,450,000 Controlling Company
Leadtek Global Group
Limited
Mar 30, 2005 P.O. Box 3444,Road
Town,Tortola,BVI
USD 50,000,000 Entrepot trade
company
Magic Sun Ltd. Nov 10, 2009 Offshore Chambers, P.O.
Box,217,Apia,Samoa
US$38,000,000 Controlling Company
Main Dynasty
Investment Ltd.
Dec 06, 2007 Room 1701, 111 Leighton Road,
CausewayBay,HongKong
USD 18,000,000 Controlling Company
Mega Chance
Investments Ltd.
Jan 3, 2007 Offshore Chambers, P.O. Box
217,Apia,Samoa
USD 18,000,000 Controlling Company
Nets Trading Ltd. May 2, 2008 Offshore Chambers, P.O. Box
217,Apia,Samoa
USD900,001 General Investment
Industry
Rockets Holding Ltd. Dec 18, 2002 Offshore Chambers, P.O.
Box,217,Apia,Samoa
USD 226,504,550 Controlling Company
Stanford Developments
Ltd.
Aug 12, 1999 Offshore Chambers, P.O.
Box,217,Apia,Samoa
USD 164,000,000 Controlling Company
Sun Dynasty
Development Ltd.
Nov 6, 2009 Room 1701, 111 Leighton Road,
CausewayBay,HongKong
USD 38,000,000 Controlling Company
Suns Holding Ltd. Dec 18, 2006 Offshore Chambers, P.O.
Box,217,Apia,Samoa
USD 18,177,052 Controlling Company
Toppoly
Optoelectronics (B.V.I.)
Ltd.

Jul 17, 2001
CITCO Building, P.O. Box 662,
Road Town, Tortola , British
Virgin Islands.
USD 146,847,000 Controlling Company
Toppoly
Optoelectronics
(Cayman) Ltd.
Jul 17, 2001 89 Nexus Way, Camana Bay, P.
O. Box 31106, Georgetown
Grand Cayman KY1-1205,
Cayman Islands
USD 146,817,000 Controlling Company
Warriors Technology
Investments Ltd.
Jan 3, 2007 Offshore Chambers, P.O.
Box,217,Apia,Samoa
US$18,177,052 Investment activities
Shanghai Innolux
Optoelectronics Ltd.
Jan 9, 2006 No. 272-2, Ba Sheng Road, New
Customs, Wai Gao Qiao Free
Trade Zone, 200131 Pudong,
Shanghai, China
USD 21,000,000 Manufacturing &
selling LCD back end
module related
technologies and
products.
Yuan Chi investment
co., Ltd
Jul 6, 2005 No.8, Zhongxin Rd., Xinshi
Dist., Tainan City 74148, Taiwan
(R.O.C.)
NTD 2,100,000,000 Investment activities
Foshan Innolux Flnet
Electronics Ltd.
Oct 24, 2016 No. 18 dorm B Xingye North
Rd., Foshan Science &
Technology Industry Garden,
Foshan, Guangdong, 528325,
China
CNY 1000,000 Goods Sale
Foshan Innolux
Optoelectronics Ltd.
Apr 21, 2006 Xingye North Rd., Foshan
Science & Technology Industry
Garden, Foshan, Guangdong,
528325, China
USD 383,000,000 Manufacturing &
selling LCD back end
module related
technologies and
products.
Foshan Innolux
Logistics Ltd.
Jul 17, 2008 North Factory, Xingye Rd.,
Nanhai Economic Zone, Foshan,
Guangdong,528325,China
USD 1,500,000 Storage services
VAP Optoelectromics
(NanJing) Corp.
Mar 29, 2007 No. 8, Jiu Zu Road, Jiangning
Economic and Technical
Development Zone, Nanjing,
China
USD 10,100,000 Manufacturing &
selling LCD back end
module related
technologies and
products.
Kunpal Optoelectronics
Ltd.
Jan 9, 2009 No. 93, Fu Cheng West Road,
Jiangning Economic and
Technical Development Zone,
Nanjing,China
USD 4,000,000 Thinner glass process
service

110

Company Date of
Incorporation
Address Capital Stock Business Activities
Nanjing Innolux
Technology Ltd.
Oct 24, 2007 No. 93, Fu Cheng West Road,
Jiangning Economic and
Technical Development Zone,
Nanjing,China
USD 2,100,000 Business of display
and related product.
Nanjing Innolux
Optoelectronics Ltd.
May 23, 2001 No. 93, Fu Cheng West Road,
Jiangning Economic and
Technical Development Zone,
Nanjing, China
USD 142,000,000 Manufacturing &
selling LCD back end
module related
technologies and
products.
InnoJoy Investment
Corp.
Jun 26, 2007 No.8, Zhongxin Rd., Xinshi
Dist., Tainan City 74148, Taiwan
(R.O.C.)
NTD1,674,053,920 Investment activities
Innocom Technology
(Shenzhen) Co., LTD
Jun 24, 2004 1F, Zone 4, G2 Zone 2F A region,
3F, 4F and 5F Foxconn
Technology Industrial Park E,
Bao'an District, Shenzhen City,
GuangdongProvince,China

USD 164,000,000
Manufacturing &
selling LCD back end
module related
technologies and
products.
Ningbo Innolux Flnet
Electronics Ltd.
Oct 17, 2016 No.8, Cao E River Rd., Ningbo
Bonded Zone Building2 1f
CNY 1,000,000 Goods Sales
Ningbo Innolux
Electronics Ltd.
Nov 04,2015 No.8, Cao E River Rd., Ningbo
Bonded Zone Building 2 2F
CNY 30,000,000 Selling LCD back end
module related
technologies and
products.
Ningbo Innolux
Optoelectronics Co.,
LTD
Dec 14, 2004 No.16, YangZi River North Rd.,
Ningbo Export Processing Zone,
315800, China
USD 310,000,000 Manufacturing &
selling LCD back end
module related
technologies and
products.
Ningbo Innolux
Display LTD
Dec 05, 2006 No.8, Cao E River Rd., Ningbo
Bonded Zone
USD 160,000,000 Manufacturing &
selling LCD back end
module related
technologies and
products.
Ningbo Innolux
Logistics LTD
Dec 05, 2006 No.8, Alishan Road, Ningbo
Export ProcessingZone,China
USD 4,000,000 Storage services

8.1.3 Shareholders in Common of INX and Its Subsidiaries with Deemed Control and Subordination: None.

8.1.4 Business Scope of INX and Its Subsidiaries:

The company and its subsidiary operating business include the development, manufacture, after service and sale of TFT-LCD.

By the layout of globalization, combine the distribution of Taiwan and China production base; provide downstream manufacturer or panel module manufacturer to have high flexibility supply capacity.

There are a small number of affiliated companies are setting investment business as operating scope, to strength vertical integration and strategy investment and coordinate the company’s future operation.

111

8.1.5 Rosters of Directors, Supervisors, and Presidents of INX’s Subsidiaries:

As of 12/31/2016

As of 12/31/2016 As of 12/31/2016
Company Title Name Shareholding
Shares % (Investment
Holding)(Note)
Asiaward Investment Ltd. Chairman Chien-LangLo - -
Best China Investments Ltd. Chairman Chien-LangLo - -
Bright Information Holding Ltd. Chairman Jyh Chau,Wang - -
Director Chao-Hsien Liu - -
Director Jun-Yi Yu - -
Golden Achiever International
Limited
Chairman Chao-Hsien Liu - -
InnoLux Corporation Chairman Nai-Hsun Kuo - -
Innolux HoldingLtd. Chairman Jyh Chau,Wang - -
Innolux Hong Kong Holding
Limited
Chairman Jyh Chau,Wang - -
Director Chao-Hsien Liu - -
Director Jun-Yi Yu - -
Innolux Hong Kong Limited Chairman Jyh Chau,Wang - -
Director Pei-Yu Lu - -
Director Nai-Hsun Kuo - -
Innolux Optoelectronics Europe
B.V.
Chairman Chin-Yuan Chang - -
Innolux Optoelectronics Germany
GmbH
Chairman Chin-Yuan Chang - -
Innolux Optoelectronics Hong
Kong Holding Ltd.
Chairman Jyh Chau,Wang - -
Director Shu-Mei He - -
Director Jun-Yi Yu - -
Innolux Optoelectronics Japan
Co., Ltd.
Chairman Makoto Kaneda - -
Director Chu-HsiangYang - -
Director Ching-LungTing - -
Supervisor Kida Masukichi - -
Supervisor Jun-Hao Peng - -
Supervisor Chin-Yuan Chang - -
Innolux Optoelectronics USA,
INC.
Chairman Junichi Ishi - -
Director Makoto Kaneda - -
Director Sato Takahiro - -
Innolux Technology Europe B.V. Chairman Tien-Jen Lin - -
Director van Riel, Lucien Franciscus
Henricus
- -
Innolux Technology Germany
GmbH
Chairman Jyh Chau,Wang - -
Director van Riel, Lucien Franciscus
Henricus
- -
Director Adrianus Gosuinus Marie
Kersten
- -
Innolux Technology Japan Co.,
Ltd.
Chairman Taruda Kiyoshi - -
Director Jun-Hao Peng - -
Director Chu-HsiangYang - -
Supervisor Chin-Yuan Chang - -
Innolux Technology USA Inc. Chairman Tien-Jen Lin - -
Director Brant White - -
Keyway Investment Management
Limited
Chairman Jyh Chau, Wang - -
Lakers TradingLtd. Chairman Chih-HungHsiao - -
Landmark International Ltd. Chairman Jyh Chau,Wang - -
Leadtek Global GroupLimited Chairman Jyh Chau,Wang - -
Magic Sun Ltd. Chairman Chien-LangLo - -
Main DynastyInvestment Ltd. Chairman Chien-LangLo - -
Mega Chance Investments Ltd. Chairman Chien-LangLo - -

112

Company Title Name Shareholding Shareholding
Shares % (Investment
Holding)(Note)
Nets TradingLtd. Chairman Xi-XiangHsu - -
Rockets HoldingLtd. Chairman Chih-HungHsiao - -
Stanford Developments Ltd. Chairman Chih-HungHsiao - -
Sun DynastyDevelopment Ltd. Chairman Chien-LangLo - -
Suns HoldingLtd. Chairman Chih-HungHsiao - -
Toppoly Optoelectronics (B.V.I.)
Ltd.
Chairman Jyh Chau, Wang - -
Toppoly Optoelectronics
(Cayman)Ltd.
Chairman Jyh Chau, Wang - -
Warriors Technology Investments
Ltd.
Chairman Chih-Hung Hsiao - -
Shanghai Innolux Optoelectronics
Ltd
Chairman Zhi-Yuan Tsai - -
Director Chin-Yuan Chang - -
Director Jun-Yi Yu - -
Yuan Chi investment co., Ltd Chairman Innolux Corporation
Representative - Jyh-Chau Wang
- 100%
Director Innolux Corporation
Representative – Chien-LangLo
- 100%
Director Innolux Corporation
Representative - Chih-Hung
Hsiao
- 100%
Foshan Innolux Flnet Electronics
Ltd.
Chairman Hai-Jun Lee - -
Supervisor Hua-Rui LIN - -
Foshan Innolux Optoelectronics
Ltd.
Chairman Qing-Hui Lin - -
Director Xiao-MinQuyang - -
Director Jun-Yi Yu - -
Supervisor Chin-Yuan Chang - -
Foshan Innolux Logistics Ltd. Chairman Qing-Hui Lin - -
Director QiongGu - -
Director Kuei Wang - -
Supervisor Chin-Yuan Chang - -
VAP Optoelectromics (NanJing)
Corp.
Chairman Shi-Xian Hsu - -
Director Chin-Yuan Chang - -
Director Nai-Hsun Kuo - -
Supervisor Kun Ma - -
Kunpal Optoelectronics Ltd. Chairman Shi-Xian Hsu - -
Director Jun-Yi Yu - -
Director Chin-Yuan Chang - -
Supervisor Kun Ma - -
Nanjing Innolux Technology Ltd. Chairman Shi-Xian Hsu - -
Director Chin-Yuan Chang - -
Director Chih-ChiangLu - -
Supervisor Kun Ma - -
Nanjing Innolux Optoelectronics
Ltd.
Chairman Shi-Xian Hsu - -
Director Chin-Yuan Chang - -
Director Jun-Yi Yu - -
Supervisor Kun Ma - -
InnoJoy Investment Corp Chairman INX Representative - Chih-Hung
Hsiao
167,405,392 100%
Director INX Representative - Jyh Chau,
Wang
167,405,392 100%
Director INX Representative -
Chien-LangLo
167,405,392 100%
Supervisor INX Representative
Chin-Yuan Chang-
167,405,392 100%

113

Company Title Name Shareholding Shareholding
Shares % (Investment
Holding)(Note)
Innocom Technology (Shenzhen)
Co., LTD
Chairman Zhen-Da chiu - -
Director Jun-Yi Yu - -
Director Chin-Yuan Chang - -
Ningbo Innolux Flnet Electronics
Ltd.
Chairman Jia-Lin Chen - -
Supervisor Kun Ma - -
Ningbo Innolux Electronics Ltd. Chairman Cheng-ChungChiang - -
Director Chao-Hsien Liu - -
Ningbo Innolux Optoelectronics
Co., LTD
Chairman Kuo-HsiungKuo - -
Director Chien-LangLo - -
Director Cheng-ChungChiang - -
Supervisor Chin-Yuan Chang - -
Ningbo Innolux Display LTD Chairman Kuo-HsiungKuo - -
Director Chien-LangLo - -
Director Cheng-ChungChiang - -
Supervisor Chin-Yuan Chang - -
Ningbo Innolux Logistics LTD Chairman Kuo-HsiungKuo - -
Director Chien-LangLo - -
Director Cheng-ChungChiang - -
Supervisor Chin-Yuan Chang - -

Note:Innolux 100% own or investment.

114

8.1.6 Operational Highlights of INX Subsidiaries

Unit: NT$ thousands, 12/31/2016

Company Capital
Stock
Assets Liabilities Net Worth Net
Revenue
Income
(Loss)
from
Operation
Net
Income
(Loss)
Basic
Earnings
(Loss) Per
Share
Asiaward Investment Ltd. 323,617 261,686 - 261,686 - - 238 -
Best China Investments
Ltd.
322,500 523,372 261,686 261,686 - - 238 0.02
Bright Information
HoldingLtd.
158,348 103,788 416 103,372 - (444) (6,715) (1.37)
Golden Archiever
International Limited
1,298 61,422 - 61,422 - - 149 3.70
InnoLux Corporation 6,450 61,986 154,612 (92,626) - (1,389) (1,388) (694.08)
Innolux HoldingLtd. 7,958,274 18,523,142 - 18,523,142 - - 136,022 0.55
Innolux Hong Kong
HoldingLimited
4,818,473 3,341,269 - 3,341,269 - - 581,552 0.50
Innolux Hong Kong
Limited
472,885 10,413,552 11,991,089 (1,577,537) 24,691,325 251,616 235,251 6.72
Innolux Optoelectronics
Europe B.V.
610 144,762 19,231 125,531 131,726 2,782 221 1,226.56
Innolux Optoelectronics
GermanyGmbH
848 13,593 802 12,791 - - (3,467) (13,869.22)
Innolux Optoelectronics
HongKongHoldingLtd.
677,329 1,253,619 - 1,253,619 - - 295,151 1.81
Innolux Optoelectronics
Japan Co.,Ltd.
86,610 1,899,841 351,168 1,548,673 2,387,770 24,601 34,739 434,238.49
Innolux Optoelectronics
USA,Inc.
193,500 370,551 85,762 284,789 643,134 19,001 11,954 11,953.90
Innolux Technology
Europe B.V.
1,273,996 2,305,930 116,177 2,189,753 649,885 39,021 36,358 96.75
Innolux Technology
GermanyGmbH
3,390 83,457 27,113 56,344 32,742 1,398 554 5.54
Innolux Technology Japan
Co.,Ltd.
40,395 1,781,848 63,269 1,718,579 347,121 22,066 1,203 5,982.88
Innolux Technology USA
Inc.
32 480,830 107,585 373,245 964,865 29,088 16,126 16,126.00
Keyway Investment
Management Limited
182,419 257,392 - 257,392 - - 46,660 8.25
Lakers TradingLtd. - 53,776,139 53,530,440 245,699 53,205,979 (165) - -
Landmark International
Ltd.
22,879,763 45,930,198 - 45,930,198 - - 3,833,333 5.40
Leadtek Global Group
Limited
1,612,500 27,732,157 28,055,130 (322,973) 20,762,472 1,152,258 (94,225) (1.88)
Magic Sun Ltd. 1,225,500 2,148,222 1,074,111 1,074,111 - - 975 0.03
Main Dynasty Investment
Ltd.
580,556 430,951 - 430,951 - - 391 -
Mega Chance Investments
Ltd.
580,500 861,902 430,950 430,952 - - 391 0.02
Nets TradingLtd. 29,025 29,966 - 29,966 - - - -
Rockets HoldingLtd. 7,304,772 13,988,464 - 13,988,464 - - 16,326 0.07
Stanford Developments
Ltd.
5,289,000 12,191,671 41 12,191,630 - - 14,721 0.09
Sun Dynasty Development
Ltd.
1,230,639 1,074,111 - 1,074,111 - - 975 -
Suns HoldingLtd. 586,210 4,381,595 - 4,381,595 - - 121,085 6.66
Toppoly Optoelectronics
(B.V.I.)Ltd.
4,735,816 6,717,910 - 6,717,910 - - 426,811 2.91

115

Company Capital
Stock
Assets Liabilities Net Worth Net
Revenue
Income
(Loss)
from
Operation
Net
Income
(Loss)
Basic
Earnings
(Loss) Per
Share
Toppoly Optoelectronics
(Cayman)Ltd.
4,734,848 6,717,534 - 6,717,534 - - 426,811 2.91
Warriors Technology
Investments Ltd.
586,210 4,381,593 - 4,381,593 - - 121,085 6.66
Shanghai Innolux
Optoelectronics Ltd.
677,250 4,436,036 3,182,417 1,253,619 16,242,486 342,846 295,151 -
Yuan Chi investment co.,
Ltd
2,100,000 922,722 193 922,529 - (305) (167,476) -
Foshan Innolux Flnet
Electronics Ltd.
4,649 5,317 669 4,648 - (2) (1) -
Foshan Innolux
Optoelectronics Ltd.
12,351,750 52,929,761 32,738,936 20,190,825 73,014,604 2,082,854 2,031,410 -
Foshan Innolux Logistics
Ltd.
48,375 77,255 6,524 70,731 63,953 8,819 8,289 -
VAP Optoelectromics
(NanJing)Corp.
325,725 69,954 8,936 61,018 - (131) 149 -
Kunpal Optoelectronics
Ltd.
129,000 68,464 4,335 64,129 - (4,648) (1,546) -
Nanjing Innolux
TechnologyLtd.
67,725 889,167 340,207 548,960 886,628 2,350 (9,041) -
Nanjing Innolux
Optoelectronics Ltd.
4,579,500 12,549,759 6,445,338 6,104,421 14,276,033 347,490 437,398 -
InnoJoyInvestment Corp. 1,674,054 1,246,923 114 1,246,809 - (227) (76,420) (0.46)
Innocom Technology
(Shenzhen)Co.,LTD
5,289,000 12,636,049 444,432 12,191,617 824,298 (382,230) 14,721 -
Ningbo Innolux Flnet
Electronics Ltd.
4,649 4,692 341 4,351 77 (312) (311) -
Ningbo Innolux
Electronics Ltd.
139,470 313,126 68,249 244,877 280,535 144,303 110,209 -
Ningbo Innolux
Optoelectronics Co.,LTD
9,997,500 36,323,851 14,514,499 21,809,352 45,389,195 960,861 1,348,182 -
Ningbo Innolux Display
LTD
5,160,000 12,720,206 8,791,398 3,928,808 23,558,491 484,857 451,215 -
Ningbo Innolux Logistics
LTD
129,000 186,558 4,807 181,751 - (24,603) 38,371 -

116

8.2 Private Placement Securities in the Most Recent Years:

It has been approved by the Annual General Shareholders' Meeting held on 24 June, 2016 to authorize the Board of Directors, within the limit of 950,000,000 common shares, depending on the market conditions and the Company's capital needs, to choose appropriate timing and one or more fund raising instruments to issue new common shares for cash to sponsor issuance of new common shares/ Preferred Stock for cash in private placement and/or overseas or domestic convertible bonds in private placement in accordance with the applicable laws and regulations.In consideration of the capital market situation, the Company will not continue with the above private placement.

8.3 Shares in the Company Held or Disposed of by Subsidiaries in the Most Recent Years: None.

8.4 Special Notes: None.

117

IX. Materially might affect shareholders' equity or the price of the company's securities, has occurred during the most recent fiscal year or during the current fiscal year up to the date of printing of the annual report, such situations shall be listed one by one: None.

118

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Shareholders of Innolux Co., Ltd.

Opinion

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

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

Basis for opinion

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

Key audit matters

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

Valuation and impairment of goodwill and property, plant and equipment

Description

For details of the impairment valuation of goodwill and property, plant and equipment, please refer to Note 6(11). As of December 31, 2016, goodwill and property, plant and equipment amounted to

119

NT$17,096,628 thousand and NT$201,360,858 thousand, respectively.

Innolux Corporation estimates future cash flows based on appropriate discount rates. In determining whether goodwill and property, plant and equipment may be impaired, the recoverable amount of the cash generating unit is measured based on how assets are utilized, duration years of assets and projected income and expenses in the future. The estimate involves several assumptions such as determination of discount rates, expected growth rate and future financial projections. As these estimates are dependent upon significant management judgement, we consider management’s assessment of impairment of goodwill and property, plant and equipment a key audit matter.

How our audit addressed the matter

We assessed the key assumptions used by management in estimating expected future cash flows, including the reasonableness of expected operating revenue, gross profit, changes in expenses, and the basic assumptions applied in expected future cash flows. We also examined the parameters of discount rates, including the risk-free rate of return on equity capital, the risk factor of the industry and the rate of return on similar investments in the market.

Additions to property, plant and equipment

Description

The Company’s capital expenditures increased with its operational growth. In 2016, property, plant and equipment increased by NT$43,518,455 thousand, which was 12% of total assets of the Company. For details of property, plant and equipment, please refer to Notes 6(9) and (28). As the amount of property, plant and equipment is material, we identified the additions to property, plant and equipment a key audit matter.

How our audit addressed the matter

We assessed and tested the effectiveness of internal controls related to additions to property, plant and equipment, including sampling and checking purchase orders and invoices as to whether the transactions have been approved appropriately and the correctness of the recorded amounts. We also checked the related receipts or acceptance documents to ensure that additions are recognized in appropriate period. In addition, through sampling method, we conducted physical inspection of certain assets to confirm that the purchased items exist.

Estimation of significant disaster insurance claim

Description

As described in Note 10, some of the Company’s inventory, building and equipment were damaged during the earthquake in Kaohsiung, Taiwan on February 6, 2016. The Company is in the process of claiming insurance for the damages. The determination of the claim amount involves critical accounting judgements and estimates by the management, including the list of losses incurred which

120

are covered by insurance and evaluation of replacement cost. Given the significance of the claim, we consider the estimation of disaster insurance claim a key audit matter.

How our audit addressed the matter

Our procedures in relation to estimation of disaster insurance claim included:

  • A. Checking assets insurance contracts with the insurance company, and confirming whether the inventory, building and equipment damaged during the earthquake are covered by insurance;

  • B. Obtaining the claims list, damaged inventory, building and equipment lists, and verifying the damaged inventory and building list, selecting samples and cross comparing the data for completeness and accuracy and checking the accuracy of accounting records and amount of disaster loss;

  • C. Assessing the reasonableness of replacement cost of inventory, building and equipment which were estimated by management, selecting samples and verifying the estimates against original documents; and

  • D. Assessing the reasonableness of claim amount which was estimated by the management based on losses list and replacement cost.

Other matter – Parent company only financial reports

We have audited and expressed an unqualified opinion on the parent company only financial statements of Innolux Co., Ltd. as at and for the years ended December 31, 2016 and 2015.

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

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

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

121

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

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

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

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

  1. Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

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

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

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

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

122

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

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

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

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

PricewaterhouseCoopers, Taiwan February 10, 2017


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

123

INNOLUX CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2016 and 2015

(Expressed in thousands of New Taiwan dollars)

Assets December31,2016
Notes
AMOUNT
6(1)
$ 35,384,839
6(2)
64,241
6(5)(6)
52,855,632
7
11,599,359
7
2,034,427
6(7)
23,401,728
1,552,373
6(1) and 8
6,724
98,808
126,998,131
6(2)
250,101
6(3)
5,840,929
6(8)
1,517,418
6(9), 7 and 8
201,360,858
6(10)
573,425
6(11) and 8
18,446,321
6(26)
14,698,143
6(9) and 8
1,794,222
244,481,417
$ 371,479,548
(Continued)
December31,2015
AMOUNT
Current Assets
1100
Cash and cash equivalents
1110
Financial assets at fair value
through profit or loss - current
1170
Accounts receivable, net
1180
Accounts receivable, net - related
parties
1200
Other receivables
130X
Inventory
1410
Prepayments
1476
Other financial assets - current
1479
Other current assets
11XX
Total current assets
Non-current assets
1510
Financial assets at fair value
through profit or loss - non-current
1523
Available-for-sale financial assets
- non-current
1550
Investments accounted for under
equity method
1600
Property, plant and equipment
1760
Investment property, net
1780
Intangible assets
1840
Deferred income tax assets
1990
Other non-current assets
15XX
Total non-current assets
1XXX
Total assets
$ 52,522,790
120,036
48,189,791
2,632,853
2,024,204
30,198,432
1,107,869
1,979,467
91,545
138,866,987
281,922
7,123,034
1,610,586
199,482,740
680,503
19,342,856
15,888,467
4,165,241
248,575,349
$ 387,442,336

124

INNOLUX CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2016 and 2015

(Expressed in thousands of New Taiwan dollars)

Liabilities and Equity December31,2016
Notes
AMOUNT
6(12)
$ 11,583,750
6(2)
1,190,148
51,875,305
7
5,120,235
7
22,916,097
1,912,797
6(16) and 9
3,765,234
6(13)
16,381,686
1,420,652
116,165,904
6(13)
28,128,467
6(26)
672,971
6(14)
505,843
29,307,281
145,473,185
6(17)
99,521,488
6(18)
99,647,810
6(19)
3,758,507

26,497,362
6(20)
(
3,418,804)
226,006,363
226,006,363
$ 371,479,548
December31,2015
AMOUNT
Current Liabilities
2100
Short-term borrowings
2120
Financial liabilities at fair value
through profit or loss - current
2170
Accounts payable
2180
Accounts payable - related parties
2200
Other payables
2230
Current income tax liabilities
2250
Provisions - current
2320
Long-term liabilities, current
portion
2399
Other current liabilities
21XX
Total current liabilities
Non-current liabilities
2540
Long-term borrowings
2570
Deferred income tax liabilities
2600
Other non-current liabilities
25XX
Total non-current liabilities
2XXX
Total liabilities
Equity attributable to owners of
the parent
3110
Share capital - common stock
3200
Capital surplus
Retained earnings
3310
Legal reserve
3350
Unappropriated retained earnings
3400
Other equity interest
31XX
Equity attributable to owners
of the parent
3XXX
Total equity
3X2X
Total liabilities and equity
$ -
265,525
57,069,951
3,359,933
24,912,360
1,819,368
5,551,759
16,361,238
1,131,329
110,471,463
43,629,968
514,094
562,088
44,706,150
155,177,613
99,532,372
99,643,564
2,676,947
27,661,503
2,750,337
232,264,723
232,264,723
$ 387,442,336

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

125

INNOLUX CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2016 and 2015

(Expressed in thousands of New Taiwan dollars)

Items YearendedDecember31
2016
2015
Notes
AMOUNT
AMOUNT
7
$ 287,089,277
$ 364,132,984
6(7)(24) and 7
(
261,000,786) (
317,492,879)
26,088,491
46,640,105
6(24)
(
2,301,561) (
3,204,824)
(
6,241,602) (
6,600,082)
(
11,132,079) (
14,404,490)
(
19,675,242) (
24,209,396)
6,413,249
22,430,709
6(21)
2,388,895
2,313,182
6(22)
(
3,103,952) (
8,683,203)
6(23)
(
893,526) (
1,415,088)
6(8)
187,454
213,587
(
1,421,129) (
7,571,522)
4,992,120
14,859,187
6(26)
(
3,121,433) (
4,045,046)
$ 1,870,687
$ 10,814,141
4000
Sales revenue
5000
Operating costs
5900
Net operating margin
Operating expenses
6100
Selling expenses
6200
General and administrative
expenses
6300
Research and development
expenses
6000
Total operating expenses
6900
Operating profit
Non-operating income and
expenses
7010
Other income
7020
Other gains and losses
7050
Finance costs
7060
Share of profit of associates and
joint ventures accounted for
under equity method
7000
Total non-operating income
and expenses
7900
Profit before income tax
7950
Income tax expense
8200
Profit for the period

(Continued)

126

INNOLUX CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2016 and 2015

(Expressed in thousands of New Taiwan dollars)

Items YearendedDecember31
2016
2015
Notes
AMOUNT
AMOUNT
6(14)
$ 44,027
($ 195,939)
6(26)
(
7,485)
33,309

36,542
(
162,630)
(
5,708,026) (
1,421,828)
(
339,384)
2,266,346
6(4)
-
(
297,675)
6(20)
(
27,676)
4,432
6(26)
(
113,457)
118,551
(
6,188,543)
669,826
($ 6,152,001)
$ 507,196
($ 4,281,314)
$ 11,321,337
$ 1,870,687
$ 10,815,594
-
(
1,453)
$ 1,870,687
$ 10,814,141
($ 4,281,314)
$ 11,352,532
-
(
31,195)
($ 4,281,314)
$ 11,321,337
6(27)
$ 0.19
$ 1.09
$ 0.19
$ 1.07
Other comprehensive (loss)
income (net)
Components of other
comprehensive income that will
not be reclassified to profit or loss
8311
Remeasurement of defined
benefit obligations
8349
Income tax relating to the
components of other
comprehensive income that will
not be reclassified
8310
Components of other
comprehensive income (loss)
that will not be reclassified to
profit or loss
Components of other
comprehensive (loss) income that
will be reclassified to profit or loss
8361
Financial statements translation
differences of foreign operations
8362
Unrealized (loss) gain on
valuation of available-for-sale
financial assets
8363
Cash flow hedges
8370
Share of other comprehensive
(loss) income of associates and
joint ventures accounted for
under equity method
8399
Income tax relating to the
components of other
comprehensive income that will
be reclassified
8360
Components of other
comprehensive income that
will be reclassified to profit
or loss
8300
Other comprehensive (loss)
income for the year, net of tax
8500
Total comprehensive (loss)
income for the year
Profit attributable to:
8610
Owners of the parent
8620
Non-controlling interest
Total
Other comprehensive (loss)
income attributable to:
8710
Owners of the parent
8720
Non-controlling interest
Total
Earnings per share (in dollars)
9750
Basic earnings per share
9850
Diluted earnings per share

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

127

INNOLUX CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015

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

2015
Balance at January 1, 2015
Appropriations of 2014
earnings:

Legal reserve
Special reserve
Cash dividends
Cancellation of restricted
stock to employees
Changes in restricted stock to
employees
Compensation related to
share-based payment

Changes in net equity of
long-term equity
investments
Changes in non-controlling
interests
Profit for the year
Other comprehensive income
for the year
Balance at December 31,
2015
2016
Balance at January 1, 2016
Appropriations of 2015
earnings:

Legal reserve
Cash dividends
Cancellation of restricted
stock to employees
Changes in restricted stock to
employees
Compensation related to
share-based payment

Changes in net equity of
long-term equity
investments
Profit for the year
Other comprehensive loss for
the year
Balance at December 31,
2016
Notes Equity attributabl e t o owners ofthe parent o owners ofthe parent o owners ofthe parent Non-controlli
nginterest
Total
Common stock Capital surplus R etainedEarnings Otherequityi nterest Total
Legal reserve Special
reserve
Unappropriated
earnings
Financial
statements
translation
differences of
foreign
operations
Unrealized gain
(loss) on
available-for-sa
le financial
assets
Changes in
gain (loss)
on cash
flow hedge
Employee
unearned
compensation
6(19)

6(15)

6(20)
6(19)

6(15)

6(20)
$ 99,545,364
-
-
-
(
12,992 )
-
-
-
-
-
-
$99,532,372
$ 99,532,372
-
-
(
10,884 )
-
-
-
-
-
$99,521,488
$ 99,584,369
-
-
-
12,992
(
3,760 )
22,740
27,185
38
-
-
$99,643,564
$ 99,643,564
-
-
10,884
(
4,068 )
-
(
2,570 )
-
-
$99,647,810
$ 509,272
2,167,675
-
-
-
-
-
-
-
-
-
$2,676,947
$ 2,676,947
1,081,560
-
-
-
-
-
-
-
$3,758,507
$ 1,144,229
-
(
1,144,229 )
-
-
-
-
-
-
-
-
$ -
$ -
-
-
-
-
-
-
-
-
$ -
$ 24,979,173
(
2,167,675 )
1,144,229
(
6,947,188 )
-
-
-
-
-
10,815,594
(
162,630 )
$27,661,503
$ 27,661,503
(
1,081,560 )
(
1,989,810 )
-
-
-
-
1,870,687
36,542
$26,497,362
$ 3,082,948
-
-
-
-
-
-
-
-
-
(
1,387,654 )
$1,695,294
$ 1,695,294
-
-
-
-
-
-
-
(
5,735,702 )
($4,040,408 )

($ 1,259,847 )
-
-
-
-
-
-
-
-
-
2,334,292
$ 1,074,445
$ 1,074,445
-
-
-
-
-
-
-
(
452,841 )
$ 621,604
$ 247,070
-
-
-
-
-
-
-
-
-
(
247,070 )
$ -
$ -
-
-
-
-
-
-
-
-
$ -


($ 142,515 )
-
-
-
-
2,411
120,702
-
-
-
-
($ 19,402 )
($ 19,402 )
-
-
-
4,142
15,260
-
-
-
$ -
$ 227,690,063
-
-
(
6,947,188 )
-
(
1,349 )
143,442
27,185
38
10,815,594
536,938
$232,264,723
$ 232,264,723
-
(
1,989,810 )
-
74
15,260
(
2,570 )
1,870,687
(
6,152,001 )
$226,006,363
$ 1,481,373
-
-
-
-
-
-
-
(
1,450,178 )
(
1,453 )
(
29,742 )
$ -
$ -
-
-
-
-
-
-
-
-
$ -
$ 229,171,436
-
-
(
6,947,188 )
-
(
1,349 )
143,442
27,185
(
1,450,140 )
10,814,141
507,196
$232,264,723
$ 232,264,723
-
(
1,989,810 )
-
74
15,260
(
2,570 )
1,870,687
(
6,152,001 )
$226,006,363

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

128

INNOLUX CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2016 and 2015

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax for the year
Adjustments
Adjustments to reconcile profit (loss)
Depreciation and amortization
Compensation related to share-based payment
Share of profit of associates and joint ventures
accounted for under equity method
Loss on disposal of investments
Loss on disposal of property, plant and equipment
Impairment loss
Interest expense
Interest income
Dividend income
Unrealized foreign exchange loss (gain)
Changes in operating assets and liabilities
Changes in operating assets
Financial assets /liabilities at fair value through profit
or loss
Accounts receivable
Accounts receivable - related parties
Other receivables
Inventories
Prepayments
Other current assets
Changes in operating liabilities
Derivative financial liabilities for hedging
Accounts payable
Accounts payable - related parties
Other payables
Provisions - current
Other current liabilities
Other non-current liabilities
Cash inflow generated from operations
Cash paid for income tax
Net cash flows from operating activities
Notes
2016
2015
$ 4,992,120
$ 14,859,187
6(24)
41,418,534
53,571,172
6(24)
15,260
143,442
6(8)
(
187,454 )
(
213,587 )
6(22)
23,258
47,583
6(22)
163,659
180,829
6(22)
502,857
589,911
6(23)
874,879
1,712,758
6(21)
(
291,240 )
(
484,873 )
6(21)
(
177,880 )
(
224,441 )
4,725
(
225,917 )
1,012,239
(
83,841 )
(
4,665,841 )
22,786,214
(
8,966,506 )
3,479,547
1,648,507
849,827
5,864,361
3,589,410
(
444,504 )
333,734
(
7,263 )
57,524
-
(
299,026 )
(
5,194,646 )
(
17,884,488 )
1,760,302
(
1,893,013 )
(
1,636,830 )
(
713,699 )
(
1,786,525 )
2,418,270
289,323
(
821,001 )
(
12,343 )
6,891
35,198,992
81,782,413
(
1,799,745 )
(
718,120 )
33,399,247
81,064,293

(Continued)

129

INNOLUX CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2016 and 2015

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from disposal of available-for-sale financial assets
Proceeds from capital reduction of available-for-sale
financial assets
Decrease in other financial assets
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Acquisition of intangible assets
Proceeds from disposal of intangible assets
Decrease (increase) in other non-current assets
Interest received
Dividends received
Proceeds from capital reduction and return of investments
accounted for under equity method
Net cash flows used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Increase (decrease) in short-term borrowings
Increase in long-term borrowings
Payment of long-term borrowings
Repurchase from issuance of restricted stock to employees
Changes in non-controlling interests
Interest paid
Cash dividends paid
Net cash flows used in financing activities
Effect of changes in foreign currency exchange
Net decrease in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
Notes
2016
2015

$ 222,372
$ 450,057
159,335
-
2,091,694
783,662
6(28)
(
44,152,843 )
(
24,511,490 )
42,268
1,798,359
(
22,251 )
(
16,392 )
-
856
38,230
(
4,453 )
326,610
449,038
404,576
247,612
23,680
-
(
40,866,329 )
(
20,802,751 )
11,579,025
(
22,449,868 )
822,702
68,100,131
(
16,440,000 )
(
116,527,861 )
(
1,372 )
(
3,676 )
-
(
50 )
(
747,143 )
(
1,628,841 )
6(19)
(
1,989,810 )
(
6,947,188 )
(
6,776,598 )
(
79,457,353 )
(
2,894,271 )
728,860
(
17,137,951 )
(
18,466,951 )
52,522,790
70,989,741
$ 35,384,839
$ 52,522,790

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

130

INNOLUX CORPORATION AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2016 AND 2015

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

HISTORY AND ORGANIZATION

  • (1) Innolux Corporation (the “Company”) was organized on January 14, 2003 under the Act for Establishment and Administration of Science Parks in Republic of China (R.O.C.). The Company was listed on the Taiwan Stock Exchange Corporation (the “TSEC”) in October 2006. The Company merged with TPO Displays Corporation and Chi Mei Optoelectronics Corporation on March 18, 2010, with the Company as the surviving entity.

  • (2) The Company and its subsidiaries (the “Group”) engage in the research, development, design, manufacture and sales of TFT-LCD panels, modules and monitors of LCD, color filter, and low temperature poly-silicon TFT-LCD.

THE DATE OF AUTHORIZATION FOR ISSUANCE OF THE CONSOLIDATED FINANCIAL

STATEMENTS AND PROCEDURES FOR AUTHORIZATION

These consolidated financial statements were authorized for issuance by the Board of Directors on February 10, 2017.

APPLICATION OF NEW STANDARDS, AMENDMENTS AND INTERPRETATIONS

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

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

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

follows:
New Standards,Interpretations andAmendments Effective Date by
International Accounting
StandardsBoard
Investment entities: applying the consolidation exception (amendments to
IFRS 10, IFRS 12 and IAS 28)
Accounting for acquisition of interests in joint operations (amendments to
IFRS 11)
IFRS 14, ‘Regulatory deferral accounts’
Disclosure initiative (amendments to IAS 1)
Clarification of acceptable methods of depreciation and amortisation
(amendments to IAS 16 and IAS 38)
Agriculture: bearer plants (amendments to IAS 16 and IAS 41)
Defined benefit plans: employee contributions (amendments to IAS 19R)
Equity method in separate financial statements (amendments to IAS 27)
January 1, 2016
January 1, 2016
January 1, 2016
January 1, 2016
January 1, 2016
January 1, 2016
July 1, 2014
January 1, 2016

131

New Standards,Interpretations and Amendments Effective Date by
International Accounting
Standards Board
Recoverable amount disclosures for non-financial assets (amendments to
IAS 36)
Novation of derivatives and continuation of hedge accounting
(amendments to IAS 39)
IFRIC 21, ‘Levies’
Improvements to IFRSs 2010-2012
Improvements to IFRSs 2011-2013
Improvements to IFRSs 2012-2014
January 1, 2014
January 1, 2014
January 1, 2014
July 1, 2014
July 1, 2014
January 1, 2016

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

─ Annual improvements to IFRSs 2010-2012 cycle IFRS 8, ‘Operating segments’

The standard is amended to require disclosure of judgments made by management in aggregating operating segments. This amendment also clarifies that a reconciliation of the total of the reportable segments’ assets to the entity’s assets is required only when segment asset is provided to chief operating decision maker regularly.

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

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

segments’ assets to the entity’s assets is required only when segment
operating decision maker regularly.
IFRSs issued by IASB but not yet endorsed by the FSC
New standards, interpretations and amendments issued by IASB but not
as endorsed by the FSC effective from 2017 are as follow:
asset is provided to chief
yet included in the IFRSs
New Standards,Interpretations andAmendments Effective Date by
International Accounting
StandardsBoard
Classification and measurement of share-based payment transactions
(amendments to IFRS 2)
Applying IFRS 9, ‘Financial instruments’ with IFRS 4, ‘Insurance
contracts’ (amendments to IFRS 4)
IFRS 9, ‘Financial instruments’
Sale or contribution of assets between an investor and its associate or
joint venture (amendments to IFRS 10 and IAS 28)
IFRS 15, ‘Revenue from contracts with customers’
Clarifications to IFRS 15, ‘Revenue from contracts with customers’
(amendments to IFRS 15)
IFRS 16, ‘Leases’
Disclosure initiative (amendments to IAS 7)
Recognition of deferred tax assets for unrealised losses (amendments to
IAS 12)
Transfers of investment property (amendments to IAS 40)
January 1, 2018
January 1 ,2018
January 1, 2018
To be determined by
International Accounting
Standards Board
January 1, 2018
January 1, 2018
January 1, 2019
January 1, 2017
January 1, 2017
January 1, 2018

132

Effective Date by International Accounting New Standards, Interpretations and Amendments Standards Board IFRIC 22, ‘Foreign currency transactions and advance consideration’ January 1, 2018 Annual improvements to IFRSs 2014-2016 cycle-Amendments to IFRS January 1, 2018 1, ‘First-time adoption of international financial reporting standards’ Annual improvements to IFRSs 2014-2016 cycle-Amendments to IFRS January 1, 2017 12, ‘Disclosure of interests in other entities’ Annual improvements to IFRSs 2014-2016 cycle-Amendments to IAS January 1, 2018 28, ‘Investments in associates and joint ventures’ Except for the following, the above standards and interpretations have no significant impact to the Group’s financial condition and operating results based on the Group’s assessment. A. IFRS 9, ‘Financial instruments’

  • (a) Classification of debt instruments is driven by the entity’s business model and the contractual cash flow characteristics of the financial assets, which would be classified as financial asset at fair value through profit or loss, financial asset at fair value through other comprehensive income or financial asset measured at amortised cost. Equity instruments would be classified as financial asset at fair value through profit or loss, unless an entity makes an irrevocable election at inception to recognize the equity instrument not held for trading at fair value in other comprehensive income.

  • (b) The impairment losses of debt instruments are assessed using an ‘expected credit loss’ approach. An entity assesses at each balance sheet date whether there has been a significant increase in credit risk on that instrument since initial recognition to recognize 12-month expected credit losses (‘ECL’) or lifetime ECL (interest revenue would be calculated on the gross carrying amount of the asset before impairment losses occurred); or if the instrument that has objective evidence of impairment, interest revenue after the impairment would be calculated on the book value of net carrying amount (i.e. net of credit allowance). The Company shall always measure the loss allowance at an amount equal to lifetime expected credit losses for trade receivables that do not contain a significant financing component.

  • (c) The amended general hedge accounting makes the accounting practices consistent with an entity’s risk management strategy. The components and the grouping of non-financial items can be loosened as hedged items. The 80~125% threshold of highly efficient hedge is removed, and that the hedge items and the hedged percentages of the hedge instruments that can be rebalance under the unchanged business objectives of risk management is increased.

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

IFRS 15, ‘Revenue from contracts with customers’ replaces IAS 11, ‘Construction Contracts’, IAS 18, ‘Revenue’, and relevant interpretations and SICs. According to IFRS 15, revenue is recognized when a customer obtains control of goods or services. A customer obtains control of goods or services when a customer has the ability to direct the

133

use of, and obtain substantially all of the remaining benefits from, the asset.

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

Step 1: Identify contracts with customer

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

Step 3: Determine the transaction price

Step 4: Allocate the transaction price to the performance obligations in the contract(s) Step 5: Recognize revenue when the performance obligation is satisfied.

Further, IFRS 15 includes a set of comprehensive disclosure requirements that requires an entity to disclose sufficient information to enable users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers.

  • C. Amendments to IFRS 15, ‘Clarifications to IFRS 15 Revenue from Contracts with Customers’

The amendments clarify how to identify a performance obligation (the promise to transfer goods or services to a customer) in a contract; determine whether a company is a principal (the provider of goods or services) or an agent (responsible for arranging for the goods or services to be provided); and determine whether the revenue from granting a license should be recognized at a point in time or a period of time. In addition to the clarifications, the amendments include two additional reliefs to reduce cost and complexity for a company when it first applies the new Standard.

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

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

  • E. IFRS 16, ‘Leases’

IFRS 16, ‘Leases’, replaces IAS 17, ‘Leases’ and related interpretations and SICs. The standard requires lessees to recognize a ‘right-of-use asset’ and a lease liability (except for those leases with terms of less than 12 months and leases of low-value assets). Lessor accounting still uses the dual classification approach: operating leases and finance leases, and only increases the related disclosures.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

Compliance statement

The consolidated financial statements of the Group have been prepared in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers”,

134

International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the FSC (collectively referred herein as the “IFRSs”).

Basis of preparation

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

  • (a) Financial assets and financial liabilities (including derivative instruments) at fair value through profit or loss.

  • (b) Available-for-sale financial assets measured at fair value.

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

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

Basis of consolidation

  • A. Basis for preparation of consolidated financial statements:

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

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

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

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

  • (e) When the Group loses control of a subsidiary, the Group remeasures any investment

135

retained in the former subsidiary at its fair value. Any difference between fair value and carrying amount is recognized in profit or loss. All amounts previously recognized in other comprehensive income in relation to the subsidiary are reclassified to profit or loss as disposal.

B. Subsidiaries included in the consolidated financial statements:

Name of Investor Name ofSubsidiary Main
Business
Activities
Ownership (%) Ownership (%) Description
December31,
2016 2015
Innolux Corporation
Bright Information
Holding Ltd.
Golden Achiever
International Ltd.
Bright Information
Holding Ltd.
Gold Union
Investments Ltd.
Golden Achiever
International Ltd.
Innolux Holding Ltd.
Keyway Investment
Management Limited
Landmark International
Ltd.
Toppoly
Optoelectronics
(B.V.I.) Ltd.
Innolux Hong Kong
Holding Limited
Leadtek Global Group
Limited
Yuan Chi Investment
Co., Ltd.
InnoJoy Investment
Corporation
Innolux Optoelectronics
Europe B.V.
Innolux Optoelectronics
Japan Co., Ltd.
Chi Mei El Corporation
Kunpal Optoelectronics
Ltd.
VAP Optoelectronics
(Nanjing) Corp.
Investment
holdings
Investment
holdings
Investment
holdings
Investment
holdings
Investment
holdings
Investment
holdings
Investment
holdings
Investment
holdings
Distribution
company
Investment
company
Investment
company
Investment and
distribution
company
Investment and
distribution
company
Manufacture
and distribution
company
Processing
company
Processing
company
100
-
100
100
100
100
100
100
100
100
100
100
100
-
-
100
100
-
100
100
100
100
100
100
100
100
100
100
100
-
100
100
-
(c)
-
-
-
-
-
-
-
-
-
-
-
(a)
(d)
-

136

Name of Investor Name ofSubsidiary Main
Business
Activities
Ownership (%) Ownership (%) Description
December31,
2016 2015
Innolux Holding
Ltd.
Keyway Investment
Management
Limited
Landmark
International Ltd.
Toppoly
Optoelectronics
(B.V.I.) Ltd.
Innolux Hong Kong
Holding Limited
Innolux
Optoelectronics
Europe B.V.
Innolux
Optoelectronics
Japan Co., Ltd.
Rockets Holding Ltd.
Suns Holding Ltd.
Lakers Trading Ltd.
Innolux Corporation
Ningbo Innolux
Logistics Ltd.
Foshan Innolux
Logistics Ltd.
Ningbo Innolux
Optoelectronics Ltd.
Ningbo Innolux
Technology Ltd.
Foshan Innolux
Optoelectronics Ltd.
Ningbo Innolux Display
Ltd.
Toppoly
Optoelectronics
(Cayman) Ltd.
Innolux Optoelectronics
Hong Kong Holding
Ltd.
Innolux Hong Kong
Ltd.
Innolux Technology
Europe B.V.
Innolux Technology
Japan Co., Ltd.
Innolux Technology
USA Inc.
Innolux Optoelectronics
Germany GmbH
Innolux Optoelectronics
USA, Inc.
Investment
holdings
Investment
holdings
Distribution
company
Distribution
company
Warehousing
company
Warehousing
company
Processing
company
Processing
company
Processing
company
Processing
company
Investment
holdings
Investment
holdings
Distribution
company
Investment and
R&D company
R&D company
Distribution
company
After sales
service
company
Distribution
company
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
-
-
-
-
-
-
-
(g)
-
-
-
-
-
-
-
-
-
-

137

Name of Investor Name of Subsidiary Main
Business
Activities
Ownership (%) Ownership (%) Description
December31,
2016 2015
Rockets Holding
Ltd.
Suns Holding Ltd.
Toppoly
Optoelectronics
(Cayman) Ltd.
Innolux
Optoelectronics
Hong Kong Holding
Ltd.
Innolux Technology
Europe B.V.
Best China
Investments Ltd.
Mega Chance
Investments Ltd.
Magic Sun Ltd.
Stanford
Developments Ltd.
Ningbo Innolux
Display Ltd.
Ningbo Innolux
Optoelectronics Ltd.
Foshan Innolux
Optoelectronics Ltd.
Best China Investments
Ltd.
Mega Chance
Investments Ltd.
Magic Sun Ltd.
Stanford Developments
Ltd.
Nets Trading Ltd.
Warriors Technology
Investments Ltd.
Nanjing Innolux
Technology Ltd.
Nanjing Innolux
Optoelectronics Ltd.
Kunpal Optoelectronics
Ltd.
Shanghai Innolux
Optoelectronics Ltd.
Innolux Technology
Germany GmbH
Asiaward Investment
Ltd.
Main Dynasty
Investment Ltd.
Sun Dynasty
Development Ltd.
Innocom Technology
(Shenzhen) Co., Ltd.
Ningbi Innolux
Electronics Ltd.
Ningbo Innolux Flnet
Electronics Ltd.
Foshan Innolux Flnet
Electronics Ltd.
Investment
holdings
Investment
holdings
Investment
holdings
Investment
holdings
Investment
company
Investment
company
Distribution
company
Processing
company
Processing
company
Processing
company
Testing and
maintenance
company
Investment
holdings
Investment
holdings
Investment
holdings
Processing
company
Distribution
company
Distribution
company
Distribution
company
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
-
100
100
100
100
100
100
100
-
-
-
-
-
-
-
-
-
-
(d)
-
-
-
-
-
-
(b)
(e)
(f)

(a) In 2015, the Board of Directors of the Group resolved to proceeds with 97% owned subsidiary, the effective date was set on September 1, 2015. After the merger, this

138

subsidiary was the dissolved company while the Company was the surviving company, and accounted under equity method.

  • (b) Ningbo Innolux Electronics Ltd. was established in November 2015 and was included in the consolidated financial statements since the date of establishment.

  • (c) Gold Union Investments Ltd. ceased operations and was liquidated in the fourth quarter of 2015.

  • (d) Kunpal Optoelectronics Ltd. was previously a wholly-owned subsidiary of Bright Information Holding Ltd. However, after reorganization in July 2016, Kunpal Optoelectronics Ltd. became a wholly-owned subsidiary of Toppoly Optoelectronics (Cayman) Ltd.

  • (e) Ningbo Innolux Flnet Electronics Ltd. was established in October 2016 and was included in the consolidated financial statements since the date of establishment.

  • (f) Foshan Innolux Flnet Electronics Ltd. was established in October 2016 and was included in the consolidated financial statements since the date of establishment.

  • (g) In October 2016, the Board of Directors of the Group resolved to merge Ningbo Innolux Technology Ltd., which was wholly owned by the Group, with Ningbo Innolux Display Ltd., and Ningbo Innolux Display Ltd. was the surviving company. The effective date was set on December 1, 2016, and was accounted as a reorganisation.

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

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

  • E. The restrictions on fund remittance from subsidiaries to the parent company: None.

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

Foreign currency translation

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

  • A. Foreign currency transactions and balances

  • (a) Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are remeasured. Foreign exchange gains and losses resulting from the settlement of such transactions are recognized in profit or loss in the period in which they arise, except when deferred in other comprehensive income as qualifying cash flow hedges.

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

  • (c) Non-monetary assets and liabilities denominated in foreign currencies held at fair value through profit or loss are re-translated at the exchange rates prevailing at the balance sheet date; their translation differences are recognized in profit or loss. Non-monetary

139

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

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

  • B. Translation of foreign operations

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

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

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

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

  • (b) When the foreign operation partially disposed of or sold is an associate, exchange differences that were recorded in other comprehensive income are proportionately reclassified to profit or loss as part of the gain or loss on sale. In addition, if the Group retains partial interest in the former foreign associate after losing significant influence over the former foreign associate, such transactions should be accounted for as disposal of all interest in these foreign operations.

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

Classification of current and non-current items

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

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

  • (b) Assets held mainly for trading purposes;

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

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

140

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

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

  • (b) Liabilities arising mainly from trading activities;

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

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

Cash equivalents

Cash equivalents refer to short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Time deposits and bonds sold under repurchase agreement that meet the definition above and are held for the purpose of meeting short-term cash commitments in operations are classified as cash equivalents.

Financial assets at fair value through profit or loss

  • A. Financial assets at fair value through profit or loss are financial assets held for trading or financial assets designated as at fair value through profit or loss on initial recognition. Financial assets are classified in this category of held for trading if acquired principally for the purpose of selling in the short-term. Derivatives are also categorized as financial assets held for trading unless they are designated as hedges. Financial assets that meet one of the following criteria are designated as at fair value through profit or loss on initial recognition: (a) Hybrid (combined) contracts; or

  • (b) They eliminate or significantly reduce a measurement or recognition inconsistency; or

  • (c) They are managed and their performance is evaluated on a fair value basis, in accordance with a documented risk management or investment strategy.

  • B. On a regular way purchase or sale basis, financial assets at fair value through profit or loss are recognized and derecognized using trade date accounting.

  • C. Financial assets at fair value through profit or loss are initially recognized at fair value. Related transaction costs are expensed in profit or loss. These financial assets are subsequently remeasured and stated at fair value, and any changes in the fair value of these financial assets are recognized in profit or loss.

Available-for-sale financial assets

  • A. Available-for-sale financial assets are non-derivatives that are designated in this category. On a regular way purchase or sale basis, available-for-sale financial assets are recognized and derecognized using trade date accounting.

  • B. Available-for-sale financial assets are initially recognized at fair value plus transaction costs. These financial assets are subsequently remeasured and stated at fair value, and any changes in the fair value of these financial assets are recognized in other comprehensive income.

141

Loans and receivables

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

Impairment of financial assets

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

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

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

  • (b) A breach of contract, such as a default or delinquency in interest or principal payments;

  • (c) Information about significant changes with an adverse effect that have taken place in the technology, market, economic or legal environment in which the issuer operates, and indicates that the cost of the investment in the equity instrument may not be recovered;

  • (d) A significant or prolonged decline in the fair value of an investment in an equity instrument below its cost.

  • C. When the Group assesses that there has been objective evidence of impairment and an impairment loss has occurred, accounting for impairment is made as follows according to the category of financial assets:

  • (a) Financial assets measured at amortised cost

    • The amount of the impairment loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows discounted at the financial asset’s original effective interest rate, and is recognized in profit or loss. If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment loss was recognized, the previously recognized impairment loss is reversed through profit or loss to the extent that the carrying amount of the asset does not exceed its amortised cost that would have been at the date of reversal had the impairment loss not been recognized previously. Impairment loss is recognized and reversed by adjusting the carrying amount of the asset through the use of an impairment allowance account.
  • (b) Available-for-sale financial assets

The amount of the impairment loss is measured as the difference between the asset’s acquisition cost (less any principal repayment and amortization) and current fair value,

142

less any impairment loss on that financial asset previously recognized in profit or loss, and is reclassified from ‘other comprehensive income’ to ‘profit or loss’. If, in a subsequent period, the fair value of an investment in a debt instrument increases, and the increase can be related objectively to an event occurring after the impairment loss was recognized, then such impairment loss is reversed through profit or loss. Impairment loss of an investment in an equity instrument recognized in profit or loss shall not be reversed through profit or loss. Impairment loss is recognized and reversed by adjusting the carrying amount of the asset through the use of an impairment allowance account.

Derecognition of financial assets

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

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

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

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

Operating leases (lessor)

Lease income from an operating lease (net of any incentives given to the lessee) is recognized in profit or loss on a straight-line basis over the lease term.

Inventories

Inventories are stated at the lower of cost and net realisable value. Cost is determined using the weighted-average method. The cost of finished goods and work in progress comprises raw materials, direct labour, other direct costs and related production overheads (allocated based on normal operating capacity). It excludes borrowing costs. The item by item approach is used in applying the lower of cost and net realisable value. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated cost of completion and applicable variable selling expenses.

Investments accounted for using equity method / associates

  • A. Associates are all entities over which the Group has significant influence but not control. In general, it is presumed that the investor has significant influence, if an investor holds, directly or indirectly 20 per cent or more of the voting power of the investee. Investments in associates are accounted for using the equity method and are initially recognized at cost.

  • B. The Group’s share of its associates’ post-acquisition profits or losses is recognized in profit or loss, and its share of post-acquisition movements in other comprehensive income is recognized in other comprehensive income. When the Group’s share of losses in an associate equals or exceeds its interest in the associate, the Group does not recognize further losses, unless it has incurred legal or constructive obligations or made payments on behalf of the associate.

143

  • C. When changes in an associate’s equity are not recognized in profit or loss or other comprehensive income of the associate and such changes do not affect the Group’s ownership percentage of the associate, the Group recognizes change in ownership interests in the associate in ‘capital surplus’ in proportion to its ownership.

  • D. Unrealised gains on transactions between the Group and its associates are eliminated to the extent of the Group’s interest in the associates. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates have been adjusted where necessary to ensure consistency with the policies adopted by the Group.

  • E. In the case that an associate issues new shares and the Group does not subscribe or acquire new shares proportionately, which results in a change in the Group’s ownership percentage of the associate but maintains significant influence on the associate, then ‘capital surplus’ and ‘investments accounted for under the equity method’ shall be adjusted for the increase or decrease of its share of equity interest. If the above condition causes a decrease in the Group’s ownership percentage of the associate, in addition to the above adjustment, the amounts previously recognized in other comprehensive income in relation to the associate are reclassified to profit or loss proportionately on the same basis as would be required if the relevant assets or liabilities were disposed of.

  • F. Upon loss of significant influence over an associate, the Group remeasures any investment retained in the former associate at its fair value. Any difference between fair value and carrying amount is recognized in profit or loss.

  • G. When the Group disposes its investment in an associate and loses significant influence over this associate, the amounts previously recognized in other comprehensive income in relation to the associate are reclassified to profit or loss, on the same basis as would be required if the relevant assets or liabilities were disposed of.

  • H. When the Group disposes its investment in an associate and loses significant influence over this associate, the amounts previously recognized as capital surplus in relation to the associate are transferred to profit or loss. If it retains significant influence over this associate, the amounts previously recognized as capital surplus in relation to the associate are transferred to profit or loss proportionately.

Property, plant and equipment

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

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

  • C. Land is not depreciated. Other property, plant and equipment apply cost model and are depreciated using the straight-line method to allocate their cost over their estimated useful

144

  • lives. If each part of an item of property, plant, and equipment with a cost that is significant in relation to the total cost of the item must be depreciated separately.

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

  • Buildings and structures 2~51 years Machinery and equipment 5~11 years Other equipment 2~6 years

Investment property

An investment property is stated initially at its cost and measured subsequently using the cost model. Except for land, investment property is depreciated on a straight-line basis over its estimated useful life of 25~50 years.

Intangible assets

  • A. Goodwill arises in a business combination accounted for by applying the acquisition method.

  • B. Intangible assets, patent, royalties and other intangible assets, are amortised on a straight-line basis over their estimated useful lives of 2~10 years.

Impairment of non-financial assets

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

  • B. The recoverable amounts of goodwill, intangible assets with an indefinite useful life and intangible assets that have not yet been available for use are evaluated periodically. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. Impairment loss of goodwill previously recognized in profit or loss shall not be reversed in the following years.

  • C. For the purpose of impairment testing, goodwill acquired in a business combination is allocated to each of the cash-generating units, or groups of cash-generating units, that is/are expected to benefit from the synergies of the business combination. Goodwill is monitored at the operating segment level.

145

Financial liabilities at fair value through profit or loss

  • A. Financial liabilities at fair value through profit or loss are financial liabilities held for trading. Financial liabilities are classified in this category of held for trading if acquired principally for the purpose of repurchasing in the short-term. Derivatives are also categorized as financial liabilities held for trading unless they are designated as hedges.

  • B. Financial liabilities at fair value through profit or loss are initially recognized at fair value. Related transaction costs are expensed in profit or loss. These financial liabilities are subsequently remeasured and stated at fair value, and any changes in the fair value of these financial liabilities are recognized in profit or loss.

Derivative financial instruments and hedging activities

  • A. Derivatives are initially recognized at fair value on the date a derivative contract is entered into and are subsequently remeasured at their fair value. Any changes in the fair value are recognized in profit or loss.

  • B. The Group designates certain derivatives as cash flow hedges of a particular risk associated with a recognized asset or liability or a highly probable forecast transaction.

  • C. The Group documents at the inception of the transaction the relationship between hedging instruments and hedged items, as well as its risk management objectives and strategy for undertaking various hedging transactions. The Group also documents its assessment, both at hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in fair values or cash flows of hedged items.

  • D. The full fair value of a hedging derivative is classified as a non-current asset or liability when the remaining maturity of the hedged item is more than 12 months, and as a current asset or liability when the remaining maturity of the hedged item is less than 12 months. Trading derivatives are classified as current assets or liabilities.

  • E. Cash flow hedge

  • (a) The effective portion of changes in the fair value of derivatives that are designated and qualified as cash flow hedges is recognized in other comprehensive income. The gain or loss relating to the ineffective portion is recognized immediately in the statement of comprehensive income within ‘other gains and losses’.

  • (b) Amounts accumulated in other comprehensive income are reclassified into profit or loss in the periods when the hedged item affects profit or loss. The gain or loss relating to the effective portion of interest rate swaps hedging variable rate borrowings is recognized in the statement of comprehensive income within ‘finance costs’.

  • (c) When a hedging instrument expires, or is sold, cancelled or executed, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss existing in other comprehensive income at that time remains in other comprehensive income. When a forecast transaction occurs or is no longer expected to occur, the cumulative gain or loss that was reported in other comprehensive income is transferred to profit or loss in the periods when the hedged forecast cash flow affects profit or loss.

146

Employee benefits

  • A. Short-term employee benefits

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

  • B. Pensions

  • (a) Defined contribution plans

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

  • (b) Defined benefit plans

    • i. The liability recognized in the balance sheet in respect of defined benefit pension plans is the present value of the defined benefit obligation at the balance sheet date less the fair value of plan assets. The defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The rate used to discount is determined by using interest rates of government bond (at the balance sheet date).

    • ii. Remeasurements arising on defined benefit plans are recognized in other comprehensive income in the period in which they arise and are recorded as retained earnings.

  • C. Employees’ compensation and directors’ and supervisors’ remuneration

  • Employees’ compensation and directors’ and supervisors’ remuneration are recognized as expenses and liabilities, provided that such recognition is required under legal or constructive obligation and those amounts can be reliably estimated.

- Employee share based payment

  • A. For the equity-settled share-based payment arrangements, the employee services received are measured at the fair value of the equity instruments granted at the grant date, and are recognized as compensation cost over the vesting period, with a corresponding adjustment to equity. The fair value of the equity instruments granted shall reflect the impact of market vesting conditions and non-market vesting conditions. Compensation cost is subject to adjustment based on the service conditions that are expected to be satisfied and the estimates of the number of equity instruments that are expected to vest under the non-market vesting conditions at each balance sheet date. Ultimately, the amount of compensation cost recognized is based on the number of equity instruments that eventually vest.

  • B. Restricted stocks to employees:

  • (a) Restricted stocks issued to employees are measured at the fair value of the equity instruments granted at the grant date, and are recognized as compensation cost over the vesting period.

  • (b) For restricted stocks where employees have to pay to acquire those stocks, if

147

employees resign during the vesting period, they must return the stocks to the Group and the Group must refund their payments on the stocks, the Group recognizes the payments from the employees who are expected to resign during the vesting period as liabilities at the grant date, and recognizes the payments from the employees who are expected to be eventually vested with the stocks in ’capital surplus – others’.

Income tax

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

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

  • C. Deferred income tax is recognized, using the balance sheet liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated balance sheet. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.

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

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

Revenue recognition

The Group manufactures and sells TFT-LCE panels. Revenue is measured at the fair value of the consideration received or receivable taking into account value-added tax, returns, rebates and discounts for the sale of goods to external customers in the ordinary course of the Group’s activities.

Business combinations

  • A. The Group uses the acquisition method to account for business combinations. For each business combination, the Group measures at the acquisition date components of non-controlling interests in the acquiree that are present ownership interests and entitle

148

their holders to the proportionate share of the entity’s net assets in the event of liquidation at either fair value or the present ownership instruments’ proportionate share in the recognised amounts of the acquiree’s identifiable net assets. All other non-controlling interests should be measured at the acquisition-date fair value.

  • B. The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the fair value of any previous equity interest in the acquiree over the fair value of the identifiable assets acquired and the liabilities assumed is recorded as goodwill at the acquisition date. If the total of consideration transferred, non-controlling interest in the acquire recognised and the fair value of previously held equity interest in the acquiree is less than the fair value of the identifiable assets acquired and the liabilities assumed, the difference is recognised directly in profit or loss on the acquisition date.

Operating segments

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

CRITICALACCOUNTING JUDGEMENTS, ESTIMATES AND KEY SOURCES OF

ASSUMPTION UNCERTAINTY

The preparation of these consolidated financial statements requires management to make critical judgements in applying the Group’s accounting policies and make critical assumptions and estimates concerning future events. Assumptions and estimates may differ from the actual results and are continually evaluated and adjusted based on historical experience and other factors. The related information is addressed below:

Critical judgements in applying the Group’s accounting policies

Financial assets-impairment of equity investments

The Group follows the guidance of IAS 39 to determine whether a financial asset-equity investment is impaired. This determination requires significant judgement. In making this judgement, the Group evaluates, among other factors, the duration and extent to which the fair value of an equity investment is less than its cost and the financial health of and short-term business outlook for the investee, including factors such as industry and sector performance, changes in technology and operational and financing cash flow.

If the decline of the fair value of an individual equity investment below cost was considered significant or prolonged, the accumulated fair value adjustments recognized in other comprehensive income on the impaired “available-for-sale financial assets” is transferred to profit or loss.

Critical accounting estimates and assumptions

The Company makes estimates and assumptions based on the expectation of future events that are believed to be reasonable under the circumstances at the end of the reporting period. The resulting accounting estimates might be different from the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below:

149

  • A. Impairment assessment of goodwill

  • The impairment assessment of goodwill relies on the Group’s subjective judgement, including identifying cash-generating units, allocating assets and liabilities as well as goodwill to related cash-generating units, and determining the recoverable amounts of related cash-generating units.

Please refer to Note 6(11) for the information of goodwill impairment.

  • B. Impairment assessment of tangible and intangible assets (excluding goodwill)

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

  • C. Estimation of significant disaster insurance claim

  • The insurance claim revenue is recognized when it is virtually certain that the compensation will be received in the future. As the amount of claim is measured based on the amount which is permitted by insurance company, management shall assess and estimate the replacement cost of damaged assets.

DETAILS OF SIGNIFICANT ACCOUNTS

Cash and cash equivalents

replacement cost of damaged assets.
AILS OF SIGNIFICANT ACCOUNTS
sh and cash equivalents
Cash on hand, demand deposits and checking accounts
Time deposits
Cash equivalents - Repurchase bonds
December31,2016
8,392,955
$ 26,326,649
34,719,604
665,235
35,384,839
$
December31,2015
28,528,513
$ 23,331,155
51,859,668
663,122
52,522,790
$
  • A. The Group associates with a variety of financial institutions all with high credit quality to disperse credit risk, so it expects that the probability of counterparty default is remote.

  • B. The above time deposits and bonds with repurchase agreement expire in 3 months and risks of changes in their values are remote. The remaining unpledged time deposits which did not meet the definition of cash equivalents were $4,998 and $1,973,263 at December 31, 2016 and 2015, respectively, and were classfied as ‘other financial assets - current’.

150

Financial assets and liabilities at fair value through profit or loss

Assets
Current items
Financial assets held for trading
Forward foreign exchange contracts
Non-current items
Financial assets held for trading
Stock-Advanced Optoelectronic Technology Inc.
Valuation adjustment
Liabilities
Current items
Financial liabilities held for trading
Forward foreign exchange contracts
December31,2016
64,241
$ 77,019
$ 173,082
250,101
$ 1,190,148
$
December31,2015
120,036
$
77,019
$ 204,903
281,922
$
265,525
$
  • A. The Group recognized net loss of $1,244,206 and $663,075 on the financial instruments for the years ended December 31, 2016 and 2015, respectively.

  • B. The non-hedging derivative financial assets and liabilities transaction information are as follows:

follows:
Derivative financial
assets and liabilities
Current items
Forward foreign
exchange contracts
Forward foreign
exchange contracts
Forward foreign
exchange contracts
Forward foreign
exchange contracts
Forward foreign
exchange contracts
Forward foreign
exchange contracts
Forward foreign
exchange contracts
December 31,2016 December 31,2015
Contract Period
USD (sell)
360,000
2016/10-2017/3
JPY (buy)
39,597,920
2016/10-2017/3
TWD (sell)
621,240
2016/9-2017/2
USD (buy)
20,000
2016/9-2017/2
EUR (sell)
19,000
2016/10-2017/1
USD (buy)
20,706
2016/10-2017/1
EUR (sell)
55,000
2016/9-2017/4
JPY (buy)
6,516,335
2016/9-2017/4
EUR(sell)
8,960
2016/12~2017/1
TWD(buy)
302,364
2016/12~2017/1
USD(sell)
715,000
2016/9~2017/2
RMB(buy)
4,948,754
2016/9~2017/2
HKD(sell)
330,712
2016/10-2017/1
EUR(buy)
39,000
2016/10-2017/1
(in thousands)
Contract Amount
(Notional Principal)
(in thousands)
Contract Amount
(Notional Principal)
Contract Period
USD (sell)
150,000
$ TWD (buy)
4,896,705
USD (sell)
295,000
JPY (buy)
35,649,520
EUR (sell)
5,000
TWD (buy)
175,075
EUR (sell)
80,500
JPY (buy)
10,668,495
HKD (sell)
321,477
EUR (buy)
39,000
USD (sell)
240,000
RMB (buy)
1,541,675
2015/10-2016/2
2015/10-2016/2
2015/10-2016/3
2015/10-2016/3
2015/11-2016/1
2015/11-2016/1
2015/10-2016/3
2015/10-2016/3
2015/11-2016/1
2015/11-2016/1
2015/10-2016/2
2015/10-2016/2

The Group entered into forward foreign exchange contracts to hedge exchange rate risk of import and export proceeds and foreign currency. However, these forward foreign exchange contracts are not accounted for under hedge accounting.

151

Available-for-sale financial assets

ailable-for-sale financial assets
Items
Non-current items
Listed stocks and bond investments
Emerging and unlisted stocks
December31,2016
5,295,578
$ 545,351
5,840,929
$
December31,2015
6,403,449
$ 719,585
7,123,034
$
  • A. The Group recognized net gain (loss) in other comprehensive income for fair value change and reclassified from equity to profit or loss for the years ended December 31, 2016 and 2015. Please refer to Note 6(20).

  • B. For the years ended December 31, 2016 and 2015, the Company and its subsidiary assessed that investment value of certain investee companies was impaired and recognized impairment loss of $500,000 and $108,000, respectively, and is listed as ‘other gains and losses’.

  • C. The counterparties of the Group’s debt instrument investments have good credit quality.

Hedging derivative financial liabilities

  • A. The Company was exposed to significant risk of future cash flow changes on principal payments associated with the Company’s floating interest rate bearing borrowings, both current and long-term portion. Therefore, the Company entered into interest rate swap contracts for exchanging floating interest rate for fixed interest rate (TWD90/180CP (Page51328) to hedge such exposures. The contract had matured and was settled in February 2015.

  • B. Information about gain or loss arising from cash flow hedges recognized in profit or loss and other comprehensive income:

and other comprehensive income:
Items
Amount of gain or loss adjusted in other
comprehensive income
Amount of gain or loss transferred from other
comprehensive income to profit or loss
Years endedDecember31,
2016
-
$ -
2015
5
$ 297,670

Accounts receivable

ounts receivable
Amount of gain or loss adjusted in other
comprehensive income
Amount of gain or loss transferred from other
comprehensive income to profit or loss
-
$ -
-
$ -
5
$ 297,670
5
$ 297,670
December31,2016 December31,2015
Accounts receivable $ 53,798,678
$ 48,944,637
Less: Allowance for sales returns and discounts ( 833,545)
( 636,330)
Allowance for bad debts ( 109,501)
( 118,516)
$ 52,855,632
$ 48,189,791
  • A. The Group’s accounts receivable that were neither past due nor impaired meet the credit ranking rule based on the counterparties’ industrial characteristics scale of business and profitability.

  • B. The aging analysis of accounts receivable and notes receivable that were past due but not impaired is as follows:

152

Up to 60 days
61 to 180 days
Over 181 days
December31,2016
391,369
$ 8,364
-
399,733
$
December31,2015
644,656
$ 42,281
15,766
702,703
$
  • C. Movement analysis of accounts receivable and notes receivable that were impaired is as follows:

  • (a) As of December 31, 2016 and 2015, the Group’s accounts receivable that were impaired were $109,501 and $118,516, respectively.

  • (b) Movement on allowance for bad debts for impairment loss on individual provision is as follows:

follows:
2016 2015
At January 1 $ 118,516
$ 139,867
Allowance for bad debts - write-offs ( 9,001)
( 21,447)
Net exchange difference ( 14)
36
Allowance for bad debts - reclassifications - 60
At December 31 $ 109,501
$ 118,516

Transfer of financial assets

The Company entered into a factoring agreement with financial institutions to sell its accounts receivable. Under the agreement, the Company is not obligated to bear the default risk of the transferred accounts receivable and this is without right of recourse. However, the Company is liable for the losses incurred on any business dispute.

The Company does not provide collateral, and has no continuous involvement in the transferred accounts receivable. As a result, the Company derecognized the transferred accounts receivable. There were no related transactions during 2015. As of December 31, 2016, all the accounts receivable sold were collected and the Company entered into factoring agreements with CTBC bank and Taipei Fubon Commercial Bank in the amount of $19,995,000 and $6,450,000, respectively.

Inventories

$19,995,000 and $6,450,000, respectively.
entories
Raw materials and supplies
Work in process
Finished goods
December31,2016
3,352,916
$ 12,345,964
7,702,848
23,401,728
$
December31,2015
3,952,699
$ 13,906,846
12,338,887
30,198,432
$

Expenses and losses incurred on inventories are as follows:

Cost of inventories sold
Loss on (gain on reversal of) decline in market value
Disposal loss and others
Years ended December31, Years ended December31,
2016
2015
260,260,782
$ 317,186,303
$ 546,886
602,609)
(
193,118
909,185
261,000,786
$ 317,492,879
$
2015
  • A. The increase in net realisable value was caused by the inventories previously provided with allowance that were subsequently scrapped or sold for the year ended December 31, 2015.

153

B. Due to the earthquake which occurred in Kaohsiung, Taiwan on February 6, 2016, certain inventories were destroyed, please refer to Note 10 for details.

Investments accounted for under the equity method

estments accounted for under the equity method
Ampower Holding Ltd.
FI Medical Device Manufacturing Co., Ltd.
TOA Optronics Corporation
Others
December 31, 2016
870,941
$ 451,943
89,366
105,168
1,517,418
$
December 31, 2015
881,351
$ 321,683
310,074
97,478
1,610,586
$

The operating results of the Group’s share in all individually immaterial associates are summarized below:

summarized below:
perty, plant and equipment
Profit for the year from continuing operations
Other comprehensive (loss) income - net of tax
(
Total comprehensive income
At January1
Additions
Cost:
Land
3,852,792
$ -
$ $ Buildings
185,696,326
67,493
(
Machinery and equipment
432,460,229
212,508
(
Other equipment
33,632,482
43,195
(
655,641,829
323,196
(
Accumulated depreciation
and impairment:
Buildings
95,892,428)
(
11,362,947)
(
Machinery and equipment
352,326,878)
(
24,600,403)
(
Other equipment
26,880,493)
(
4,253,632)
(
475,099,799)
(
40,216,982)
(
Unfinished construction and
equipment under acceptance
18,940,710
43,195,259
(
199,482,740
$
( Years ended December31,
2016
187,454
$ 27,676)

159,778
$ 2016
2015
$ 213,587

4,432
$ 218,019
2016
Disposals
-

1,096,456)

4,382,487)

1,216,192)

6,695,135)

623,809
4,341,598
1,267,015
(
6,232,422
219,936)

(

Property, plant and equipment

154

2015

2015
Transfer, net
exchange
differences
At January1 Additions Disposals and others At December 31
Cost:
Land 3,852,792
$
$ -
$ -
$ -
$ 3,852,792
Buildings 185,352,098 77,904 ( 285,434)
551,758 185,696,326
Machinery and equipment 432,578,807 745,188 ( 11,488,751)
10,624,985 432,460,229
Other equipment 30,029,064 311,893 ( 3,317,504)
6,609,029 33,632,482
651,812,761 1,134,985 ( 15,091,689) 17,785,772 655,641,829
Accumulated depreciation
and impairment:
Buildings ( 83,503,695)
( 13,130,422)
216,190 525,499 ( 95,892,428)
Machinery and equipment ( 325,264,992)
( 35,070,724)
10,473,424 ( 2,464,586)
( 352,326,878)
Other equipment ( 22,124,028)
( 4,123,746)
3,167,673 ( 3,800,392)
( 26,880,493)
( 430,892,715) ( 52,324,892) 13,857,287 ( 5,739,479)
( 475,099,799)
Unfinished construction and
equipment under acceptance 12,689,797 24,661,681 ( 796,613)
( 17,614,155) 18,940,710
$ 233,609,843 $ 199,482,740
  • A. Amount of borrowing costs capitalised as part of property, plant and equipment and the range of the interest rates for such capitalisation are as follows:
ange of the interest rates for such capitalisation are as follows:
Capitalised amount
Range of the interest rates for capitalisation
Year ended
December31,2016
323,503
$ 2.00%~2.26%
  • B. The Group evaluated the recoverable amount for assets with impairment indicators; the impairment loss for the years ended December 31, 2016 and 2015 was $2,857 and $481,911, respectively, shown under “other gains and losses”.

  • C. Information about the property, plant and equipment that were pledged to others as collateral is provided in Note 8.

  • D. As of December 31, 2016 and 2015, the prepayments for business facilities which have not yet entered the factory (shown as ‘other non-current assets’) amounted to $896,996 and $3,110,696, respectively.

  • E. Due to the earthquake in Kaohsiung, Taiwan on February 6, 2016, a portion of property, plant and equipment were damaged. Please refer to Note 10 for details.

155

Investment property

2016 2016 2016
At January1 Additions Transfers At December 31
Cost:
Land $ 188,247
$ -
$ -
$ 188,247
Buildings 564,109 - ( 124,881)
439,228
752,356 - ( 124,881)
627,475
Accumulated
depreciation and
impairment:
Buildings ( 71,853)
( 11,132)
28,935 ( 54,050)
$ 680,503 ($ 11,132) ($ 95,946) $ 573,425
2015
At January1 Additions Disposals At December 31
Cost:
Land $ 188,247
$ -
$ -
$ 188,247
Buildings 568,440 - ( 4,331)
564,109
756,687 - ( 4,331)
752,356
Accumulated
depreciation and
impairment:
Buildings ( 63,010)
( 13,174)
4,331 ( 71,853)
$ 693,677 ($ 13,174) $ - $ 680,503

The fair value of the investment property held by the Group as at December 31, 2016 and 2015 was $1,109,891 and $1,077,466, respectively. The amounts mentioned above represent valuation results of comparative method based on market trading information categorised within Level 3 in the fair value hierarchy.

Intangible assets

A. Intangible assets are goodwill, payments for TFT-LCD related technology and royalty.

At January1
Additions
Cost:
Patents and royalty
8,152,685
$ -
$ Goodwill
17,096,628
-
Others
4,215,500
22,251
(
29,464,813
22,251
(
Accumulated amortization
and impairment:
Patents and royalty
6,668,709)
(
859,363)
(
Others
3,453,248)
(
331,057)
(
10,121,957)
(
1,190,420)
(
19,342,856
$ 1,168,169)
($
2016
Disposals
-
$ -
70,918)

70,918)

-
70,918
70,918
-
$
Transfer, net
exchange
differences
and others
At December 31
2,000
$ 8,154,685
$ -
17,096,628
250,899
4,417,732
252,899
29,669,045
-
7,528,072)
(
18,735
3,694,652)
(
18,735
11,222,724)
(
271,634
$ 18,446,321
$
At December 31

156

2015

At January1
Additions
Cost:
Patents and royalty
8,137,035
$ -
$ Goodwill
17,096,628
-
Others
3,993,161
16,392
(
29,226,824
16,392
(
Accumulated amortization
and impairment:
Patents and royalty
5,735,685)
(
933,024)
(
Others
3,272,002)
(
300,082)
(
9,007,687)
(
1,233,106)
(
20,219,137
$ 1,216,714)
($ (
Disposals
-
$ -
116,305)

116,305)

-
115,449
115,449
856)
$
Transfer, net
exchange
differences
and others
At December 31
15,650
$ 8,152,685
$ -
17,096,628
322,252
4,215,500
337,902
29,464,813
-
6,668,709)
(
3,387
3,453,248)
(
3,387
10,121,957)
(
341,289
$ 19,342,856
$

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

Operating costs
Operating expenses
Years ended December31, Years ended December31,
2016
1,004,043
$ 186,377
1,190,420
$
2015
1,005,129
$ 227,977
1,233,106
$

C. The Company performed impairment analysis for recoverable amount of the goodwill at each reporting date and used the value in use as the basis for calculation of the recoverable amount. The value in use was calculated based on the estimated present value of future cash flows for five years, which was discounted at the discount rate of 5.86% and 5.72% for the years ended December 31, 2016 and 2015, respectively, to reflect the specific risks of the related cash generating units. The future cash flows were estimated based on the future revenue, gross profit, and other operating costs each year. Based on the evaluation above, the Company did not recognize impairment loss on goodwill for the years ended December 31, 2016 and 2015.

Short-term borrowings

December 31, 2016 and 2015.
rt-term borrowings
Type ofborrowings
Bank loans
Credit loans
Range of interest rates
December31,2016
11,583,750
$ 0.83%~1.59%
Collateral
None

As of December 31, 2015, the Group has no short-term borrowings.

157

- Long term borrowings

Type of loans
Syndicated bank loans
Less:
Administrative expenses charged
by syndicated banks
Current portion (includes
administrative expenses
Range of interest rates
Period
December31,2016
December31,2015
2015/3/12
~2021/12/6
44,840,000
$ 60,280,000
$ 329,847)
(
288,794)
(
16,381,686)
(
16,361,238)
(
28,128,467
$ 43,629,968
$ 1.77%~2.06%
1.90%~2.19%
  • A. Please refer to Note 8 for the information on assets pledged as collateral for long-term borrowings.

  • B. The syndicated loan agreements specified that the Company shall meet covenants on current ratio, liability ratio, interest coverage, and tangible net equity, which were based on the Company’s annual consolidated financial statements audited by independent auditors. The Company’s financial ratios on the consolidated financial statements for the years ended December 31, 2016 and 2015 are in compliance with the covenants on the syndicated loan agreement.

  • C. In order to repay the unpaid balance of the medium and long-term syndicated loans as specified in the “Agreed-upon Repayment Agreement” which was signed on April 5, 2012, the Board of Directors during its meeting on February 10, 2015 approved the proposal for the Company to apply for a new syndicated credit line of $68.5 billion with certain financial institutions. Subsequently, on March 12, 2015, the Company acquired consent of all financial institution creditors to terminate the ‘‘Agreed-upon Repayment Agreement’’, and waive negotiation on the debt issue.

  • D. For repayment of borrowings from financial institutions and financing mid-term working capital fund, the Company entered into a contract for a syndicated loan with financial institutions in the amount of $35 billion.

Pensions

  • A. Defined benefit pension plan

  • (a) The Company and its domestic subsidiaries have a defined benefit pension plan in accordance with the Labor Standards Law, covering all regular employees’ service years prior to the enforcement of the Labor Pension Act on July 1, 2005, and service years thereafter of employees who choose to continue to be subject to the pension mechanism under the Law. Under the defined benefit pension plan, two units are accrued for each year of service for the first 15 years and one unit for each additional year thereafter, subject to a maximum of 45 units. Pension benefits are based on the number of units accrued and the average monthly salaries and wages of the last six months prior to retirement. The Company and its domestic subsidiaries contribute

158

monthly an amount equal to 2% of the employees’ monthly salaries and wages to the retirement fund deposited with Bank of Taiwan, the trustee, under the name of the independent retirement fund committee. Also, the Company and its domestic subsidiaries would assess the balance in the aforementioned labor pension reserve account by December 31, every year. If the account balance is not enough to pay the pension calculated by the aforementioned method to the employees expected to qualify for retirement in the following year, the Company and its domestic subsidiaries will make contribution for the deficit by next March.

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

Present value of defined benefit obligation
Fair value of plan assets
(
Net defined benefit liability
December31,2016
1,827,687
$ 1,534,864)

(
292,823
$
December31,2015
1,852,905
$ 1,529,124)

323,781
$

(c) Movements in net defined benefit liabilities are as follows:

Present value of Present value of
defined benefit Fair value Net defined
obligation ofplan assets benefit liability
Year ended December 31, 2016
Balance at January 1 $ 1,852,905
$ 1,529,124
$ 323,781
Current service cost 7,565 - 7,565
Interest expense / income 31,499 25,995 5,504
39,064 25,995 13,069
Remeasurements:
Experience adjustments ( 55,619)
( 11,592)
( 44,027)
Benefits paid ( 8,663)
( 8,663)
-
( 64,282)
( 20,255)
( 44,027)
Balance at December 31 $ 1,827,687
$ 1,534,864
$ 292,823
Present value of
defined benefit Fair value Net defined
obligation ofplan assets benefit liability
Year ended December 31, 2015
Balance at January 1 $ 1,605,920
$ 1,488,938
$ 116,982
Current service cost 8,228 - 8,228
Interest expense / income 36,133 33,501 2,632
44,361 33,501 10,860
Remeasurements:
Change in financial assumptions 172,133 - 172,133
Experience adjustments 30,491 6,685 23,806
202,624 6,685 195,939
Balance at December 31 $ 1,852,905
$ 1,529,124
$ 323,781
  • (d) The Bank of Taiwan was commissioned to manage the Fund of the Company’s and

159

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

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

Discount rate
Future salary increases
Years ended December31, Years ended December31,
2016
1.70%
3.00%
2015
1.70%
3.00%

Future mortality rate was estimated based on the 5[th] Taiwan Standard Ordinary Experience Mortality Table.

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

December 31, 2016
Effect on present value of
defined benefit obligation
(
December 31, 2015
Effect on present value of
defined benefit obligation
(
Increase
Decrease
0.25%
0.25%
75,371)
$ 79,187
$ Increase
Decrease
1%
1%
299,276)
$ 367,992
$ Discountrate
Discountrate
Increase
Decrease
0.25%
0.25%
73,355
$ 70,354)
($ Increase
Decrease
1%
1%
337,723
$ 283,242)
($ Future salaryincreases
Future salaryincreases
Increase
1%
299,276)
$
Increase
1%
337,723
$ (

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

(f) The Company suspended its contributions to the pension reserve as agreed by the Science Park Administration in June 2013.

160

  • (g) As of December 31, 2016, the weighted average duration of that retirement plan is 18 years.

  • B. Defined contribution pension plan

  • (a) Effective July 1, 2005, the Company and its domestic subsidiaries have established a defined contribution pension plan (the “New Plan”) under the Labor Pension Act (the “Act”), covering all regular employees with R.O.C. nationality. Under the New Plan, the Company contributes monthly an amount based on 6% of the employees’ monthly salaries and wages to the employees’ individual pension accounts at the Bureau of Labor Insurance. The benefits accrued are paid monthly or in lump sum upon termination of employment.

  • (b) The subsidiaries in Mainland China have defined contribution plans. Monthly contributions to an independent fund administered by the government in accordance with the pension regulations in the People’s Republic of China (PRC) are based on certain percentages of employees’ monthly salaries and wages.

  • (c) The pension costs under the defined contribution pension plans of the Group for the years ended December 31, 2016 and 2015 were $2,021,115 and $2,283,605, respectively.

Share-based payment

  • A. As of December 31, 2016, the Company’s share-based payment transactions are set forth below:
below:
Type ofarrangement
Employee stock options
Employee stock options
Restricted stocks to employees
-shares without consideration
-shares subscribed with consideration
-shares without consideration
-shares subscribed with consideration
-shares without consideration
-shares subscribed with consideration

Grant date
2010.05.13
2011.05.19
2013.01.30
2013.01.30
2013.03.29
2013.03.29
2013.12.12
2013.12.12
Quantity
granted
Contract
(in thousand
period
units)
(inyears)
20,000
5
50,000
5
31,151
3
31,151
3
844
3
844
3
4,268
3
4,268
3
Vesting
conditions
Note (a), (b)
Note (a), (b)
Note (c), (d)
Note (c), (d)
Note (c), (d)
Note (c), (d)
Note (c), (d)
Note (c), (d)
  • (a) The employees may exercise the stock options by stage based on 30%, 30% and 40% of total options granted on completion of the specified year(s) of service (one to four years) from the grant date.

  • (b) The employee stock options had already expired.

161

  • (c) The employees may exercise the stock options by stage based on 20%, 40% and 40% of total options granted on completion of the specified year(s) of service (one to three years) from the grant date.

  • (d) The restricted stocks issued by the Company cannot be transferred. Voting right and dividend right are restricted on these stocks before vested.

  • (e) The fair value of stock options granted from 2010 to 2013 is measured using the Black-Scholes option-pricing model. Relevant information is as follows:

Type ofarrangement Grant date

2013.12.12
2013.12.12
2013.03.29
2013.03.29
2013.01.30
2013.01.30
2011.05.19
2010.05.13
Price
(indollars)
10.65
$ 10.65
18.40
18.40
15.35
15.35
26.70
39.85
Exercise
price
(indollars)
$ -
5.00
-
5.00
-
5.00
26.70
39.85
Expected
volatility
(%)
-
-
-
-
-
-
35.67
51.57
Expected
duration
(month)
-
-
-
-
-
-
48.60
48.60
Expected
dividend
yield (%)
-
-
-
-
-
-
-
-
Risk free
interest
rate (%)
-
-
-
-
-
-
1.00
0.80
Fair value
per unit
(indollars)
Restricted stocks to employees
-shares without consideration
-shares subscribed with consideration
-shares without consideration
-shares subscribed with consideration
-shares without consideration
-shares subscribed with consideration
Employee stock options
Employee stock options
10.65
$ 5.65
18.40
13.40
15.35
10.35
7.31
~8.32
15.12
~16.98
  • B. The details of the employee stock option plan for the years ended December 31, 2016 and 2015 are as follows:
2015 are as follows:





Quantity (in
thousand
StockOptions
units)

Outstanding options at the
beginning of the year
50,000
Options exercised
-
Options expired
50,000)
(
Outstanding options at the
end of the year
-
Exercisable options
at the end of the year
-
YearendedDecember31,2016
Weighted
average
exercise
price
(indollars)

22.85
$ -
21.87
-
-
Range of
exercise
price
(indollars)
-
$
Weighted
average
remaining
vesting
period
-
Weighted average
stock price of
stock options
at exercise
date (indollars)
9.99
$

162





Quantity (in
thousand
StockOptions
units)

Outstanding options at the
beginning of the year
70,000
Options exercised
-
Options expired
20,000)
(
Outstanding options at the
end of the year
50,000
Exercisable options
at the end of the year
50,000
YearendedDecember31,2015 YearendedDecember31,2015 YearendedDecember31,2015
Weighted
average
exercise
price
(indollars)

25.63
$ -
32.59
22.85
22.85
Range of
exercise
price
(indollars)
22.85
$
Weighted
average
remaining
vesting
period
0.39 years
Weighted average
stock price of
stock options
at exercise
date (indollars)
13.61
$
  • C. For the years ended December 31, 2016 and 2015, the expenses incurred from share-based payment arrangements were $15,260 and $143,442, respectively.

Provisions-current

isions-current
At January 1, 2016
Additions during the year
Used during the year

At December 31, 2016
Warranty
808,136
$ 2,160,000
1,333,902)
(

1,634,234
$
Litigationand others
4,743,623
$ 1,618,915
4,231,538)
(

2,131,000
$
Total
5,551,759
$ 3,778,915
5,565,440)
(
3,765,234
$
  • A. Warranty

The Group provides warranty on TFT-LCD panel products sold. Provision for warranty is estimated based on historical warranty data of TFT-LCD panel products.

  • B. Litigation and others

Litigation and other provisions for the Group are related to patents of TFT-LCD panel products and anti-trust litigations. For information on estimation of provisions, please refer to Note 9(1).

Share capital

As of December 31, 2016, the Company’s authorized and outstanding capital were $105,000,000 and $99,521,488, respectively, with a par value of $10 (in dollars) per share. All proceeds from shares issued have been collected.

Movements in the number of the Company’s ordinary shares outstanding are as follows:


At January 1
Cancellation of restricted stock to employees
(
At December 31
2016
Number of ordinary
shares(in thousands)

9,953,237
1,088)

(
9,952,149
2015
Number of ordinary
shares(in thousands)
9,954,536
1,299)

9,953,237

A. On September 26, 2014, the Board of Directors of the Company resolved to increase

163

capital for cash by issuing global depositary receipts (the “GDR”). The amount of $9,360,000 (approximately equivalent to US$312,625 thousand) is tentatively scheduled for release. As the Company has received the bank’s approval for extending capital increase, based on shareholder’s interest, the issuance of the GDR was cancelled in accordance with the Financial Supervisory Commission (FSC)’s approval on January 30, 2015.

  • B. The Board of Directors of the Company resolved to increase capital for cash by issuing the GDR and had been completed in January 2013. The Company issued 1,125,000 thousand shares of common stock for cash, with a unit of GDR representing 10 shares of common stock at the Luxembourg Stock Exchange which raised a total of $14,519,051, net of issuance cost. As of December 31, 2016, there were 213 thousand units outstanding, representing 2,134 thousand shares of common stocks.

  • C. The Company adopted a resolution in 2013 to issue restricted shares to employees, consisting of 36,263 thousand shares without consideration and 36,263 thousand shares with consideration (the price for subscription is $5 per share). Until the vesting conditions are met by employees, those shares are restricted with regard to transfer of voting rights, dividend and other rights. As of December 31, 2016 and 2015, the Company bought back 1,088 and 1,299 thousand shares of unvested restricted stocks to employees, respectively, and decreased capital in accordance with related regulation.

  • D. The common stock issued by the Company in 2006 through private placement was 570,929 thousand shares. The rights and obligations of the private common shares were the same as other issued common shares, except for the transfer restriction under R.O.C. Securities and Exchange Act and the listing restriction that no public listing will be allowed within three years since the day of issuance and only if the Company completes the application to publicly issue the shares. The Board of Directors of the Company approved the public issuance of the above private common shares on April 28, 2015. As approved by the Financial Supervisory Committee on July 30, 2015, the stocks were officially listed in the Taiwan Stock Exchange starting from August 7, 2015.

Capital surplus

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

164

2016

At January 1
Cancellation of restricted stock to
employees
Vested restricted stock to employees
Changes in restricted stock to
employees
Expiration of employee stock options
Changes in net equity of long-term
equity investments
At December 31
Share of
profit (loss)
of associates
accounted for
Restricted
under equity
Employee
stock to
Sharepremium
method
stock options
employees
Total
99,101,649
$ 36,458
$ 393,500
$ 111,957
$ 99,643,564
$ -
-
-
10,884
10,884
119,367
-
-
119,367)
(
-
-
-
-
4,068)
(
4,068)
(
393,500
-
393,500)
(
-
-
-
2,570)
(
-
-
2,570)
(
99,614,516
$ 33,888
$ -
$ 594)
($ 99,647,810
$
Total
At January 1
Cancellation of restricted stock to
employees
Vested restricted stock to employees
Changes in restricted stock to
employees
Compensation related to share-based
payment
Expiration of employee stock options
Changes in net equity of long-term
equity investments
Changes in non-controlling interests
At December 31
2015
Share of
profit (loss)
of associates
accounted for
Restricted
under equity
Employee
stock to
Sharepremium
method
stock options
employees
Total
97,972,912
$ 9,273
$ 1,373,859
$ 228,325
$ 99,584,369
$ -
-
-
12,992
12,992
125,600
-
-
125,600)
(
-
-
-
-
3,760)
(
3,760)
(
-
-
22,740
-
22,740
1,003,099
-
1,003,099)
(
-
-
-
27,185
-
-
27,185
38
-
-
-
38
99,101,611
$ 36,458
$ 393,500
$ 111,957
$ 99,643,564
$
Total

Retained earnings

A. Under the Company’s Articles of Incorporation, the current year’s earnings, if any, shall first be offset against prior years’ operating losses, then set aside 10% of the remaining

165

amount as legal reserve (until the legal reserve equals the paid-in capital). Preferred dividend shall be distributed after setting aside or reversing a special reserve according to related regulations. The appropriation of the remaining amount along with the unappropriated earnings from previous years shall be proposed by the Board of Directors and resolved by the shareholders. The Company is in an emerging industry which is growing rapidly, and has a capital intensive business. The Company is at the stage of stable growth. In line with the Company’s long-term financial plan in the future, investment environment and business competition situation, the appropriation of dividends shall be proposed by the Board of Directors and resolved by the shareholders, taking into account the future capital expenditure budget and capital requirement of the Company. However, the stock dividends distributed to shareholders shall not exceed two-thirds of distributable dividends in current period.

  • B. Except for covering accumulated deficit or issuing new stocks or cash to shareholders in proportion to their share ownership, the legal reserve shall not be used for any other purpose. The use of legal reserve for the issuance of stocks or cash to shareholders in proportion to their share ownership is permitted, provided that the balance of the reserve exceeds 25% of the Company’s paid-in capital.

  • C. The details of the appropriations of 2015 and 2014 net income which were approved at the stockholders’ meeting in June 2016 and 2015 are as follows:

Legal reserve
Cash dividends
Dividends per
Amount
share (indollars)
1,081,560
$ 1,989,810
0.20
$ 3,071,370
$ 2015
2014 2014
Amount
1,081,560
$ 1,989,810
3,071,370
$
Amount
2,167,675
$ 6,947,188
9,114,863
$
Dividends per
share (indollars)
0.70
$

The Company’s appropriations of earnings for 2016 are to be authorized by the Board of Directors and presented for approval in the Company’s stockholders’ meeting in 2017.

  • D. For the information relating to employees’ compensation and directors’ and supervisors’ remuneration, please refer to Note 6(25).

166

Other equity items

r equity items
2016
Available- Employee
Currency for-sale unearned
translation investments compensation Total
At January 1 $ 1,695,294
$ 1,074,445
($ 19,402)
$ 2,750,337
Revaluation of available-for-sale
investments - gross - ( 839,384)
- ( 839,384)
Revaluation transfer of
available-for-sale investment - gross - 500,000 - 500,000
Currency translation differences ( 5,708,026)
- - ( 5,708,026)
Changes in restricted stocks to
employees - - 4,142 4,142
Compensation related to share-based
payment - - 15,260 15,260
Share of subsidiaries and other
comprehensive loss of associates ( 27,676)
- - ( 27,676)
Effect of income tax - ( 113,457)
- ( 113,457)
At December 31 ($ 4,040,408)
$ 621,604
$ -
($ 3,418,804)
2015
Available- Employee
Currency for-sale Hedging unearned
translation investments reserve compensation Total
At January 1 3,082,948
$
1,259,847)
($
$ 247,070
($ 142,515)
1,927,656
$
Fair value losses of cash flow hedges - - ( 5)
- 5)
(
Reclassified as current income of cash
flow hedges - - ( 297,670)
- ( 297,670)
Revaluation of available-for-sale
investments - gross - 2,304,633 - - 2,304,633
Revaluation transfer of available-for-
sale investment - gross - ( 38,287)
- - ( 38,287)
Currency translation differences ( 1,392,086)
- - - ( 1,392,086)
Changes in restricted stocks to
employees - - - 2,411 2,411
Compensation related to share-based
payment - - - 120,702 120,702
Share of subsidiaries and other
comprehensive loss of associates 4,432 - - - 4,432
Effect of income tax - 67,946 50,605 - 118,551
At December 31 1,695,294
$
$ 1,074,445 $ -
($ 19,402)
2,750,337
$
Other income
Rental revenue
Interest income
Dividend income
Other income
Years ended December31, Years ended December31,
2016
162,665
$ 291,240
177,880
1,757,110
2,388,895
$
2015
182,349
$ 484,873
224,441
1,421,519
2,313,182
$

167

Other gains and losses

r gains and losses
Years ended December31,
2016 2015
Net loss on financial assets and liabilities at ($ 1,244,206)
($ 663,075)
Net currency exchange gain 1,360,559 814,978
Loss on disposal of investments ( 23,258)
( 47,583)
Loss on disposal of property, plant and equipment ( 163,659)
( 180,829)
Impairment loss ( 502,857)
( 589,911)
Disaster loss ( 1,296,166)
-
Litigation loss and others ( 1,234,365)
( 8,016,783)
($ 3,103,952)
($ 8,683,203)

Finance costs

Interest expense:
Bank borrowings
Others
(Gain) loss on fair value change of financial
Gain on cash flow hedges, reclassified from equity
Factoring expense of accounts receivable
2016
2015
874,873
$ 1,707,993
$ 6
4,765
-
297,670)
(
18,647
-
893,526
$ 1,415,088
$ Years endedDecember31,

Expenses by nature

enses by nature
Employee benefit expense:
Salaries and other short-term employee benefits
Share-based payments
Post-employment benefits
Depreciation
Amortization
Years endedDecember31,
2016
38,738,413
$ 15,260
2,034,184
40,228,114
1,190,420
82,206,391
$
2015
43,675,968
$ 143,442
2,294,465
52,338,066
1,233,106
99,685,047
$

Employees’ compensation and directors’ and supervisors’ remuneration

  • A. According to the Articles of Incorporation of the Company, a ratio of profit of the current year distributable, after covering accumulated losses, shall be distributed as employees’ compensation and directors’ and supervisors’ remuneration. The ratio shall not be lower than 5% for employees’ compensation and shall not be higher than 0.1% for directors’ and supervisors’ remuneration.

  • B. For the years ended December 31, 2016 and 2015, employees’ compensation was accrued at $192,788 and $734,524, respectively; which directors’ and supervisors’ remuneration were accrued at $1,928 and $5,000, respectively. The aforementioned amounts were recognized in expenses.

168

The expenses recognized for 2016 were accrued based on the earnings of current year and are to be presented for approval by the Board of Directors and reported during the Company’s stockholders’ meeting.

Employees’ compensation and directors’ and supervisors’ remuneration for 2015 as resolved by the Board of Directors, were $734,524 and $4,490, respectively. The difference of $510 between employees’ compensation (directors’ and supervisors’ remuneration) as resolved by the Board of Directors and the amount recognized in the 2015 financial statements was caused by a different accrual ratio and had been recorded as expense in 2016.

Information about employees’ compensation and directors’ and supervisors’ remuneration of the Company as resolved by the Board of Directors will be posted in the “Market Observation Post System” at the website of the Taiwan Stock Exchange.

Income tax

  • A. Income tax expense

  • (a) Components of income tax expense:

ome tax expense
Components of income tax expense:
Current tax:
Current tax on profit for the year
Tax on undistributed surplus earnings
Adjustments in respect of prior years

Total current tax
Deferred tax:
Origination and reversal of temporary
differences
Income tax expense
Years ended December31,
2016
1,313,262
$ 590,712
10,800)
(
1,893,174
1,228,259
3,121,433
$
2015
1,010,940
$ 915,947
39,736
1,966,623
2,078,423
4,045,046
$
  • (b) The income tax (charge)/credit relating to components of other comprehensive income is as follows:
Fair value gains/losses on available-for-sale
financial assets
Cash flow hedges
Remeasurement of defined benefit obligation
2016
2015
113,457
$ 67,946)
($ -
50,605)
(
7,485
33,309)
(
120,942
$ 151,860)
($ Years endedDecember31,

B. Reconciliation between income tax expense and accounting profit:

169

Years ended December31, December31,
2016 2015
Tax calculated based on profit before
tax and statutory tax rate $ 1,503,372
$ 3,623,079
Effects from items disallowed by tax
regulation ( 372,858)
( 929,272)
Prior year income tax (over) underestimate ( 10,800)
39,736
Additional 10% tax on undistributed earnings 590,712 915,947
Effect from Alternative Minimum Tax - 42
Change in assessment of realization of
deferred tax assets 1,411,007 395,514
Tax expenses $ 3,121,433
$ 4,045,046

C. Amounts of deferred tax assets or liabilities as a result of temporary differences and loss carryforward are as follows:


carryforward are as follows:

:
Recognised
in other
Recognised in
comprehensive
January1
profit or loss
income
December31
Temporary differences:
-Deferred tax assets:
Sales returns and discount
provisions
243,526
$ 26,957
$ -
$ 270,483
$ Accrued royalties and
warranty provisions
654,557
77,287
-
731,844
Unrealized loss (gain) on
financial instruments
926,234
342,383)
(
113,457)
(
470,394
Prior year expense carry
forward
10,870
7,098)
(
-
3,772
Unrealized exchange loss
(gain)
119,217
119,217)
(
-
-
Loss carryforward
13,618,091
998,277)
(
-
12,619,814
Others
315,972
293,349
7,485)
(
601,836
15,888,467
1,069,382)
(
120,942)
(
14,698,143
-Deferred tax liabilities:
Unrealized exchange gain
-
113,545)
(
-
113,545)
(
Amortisation charges on
goodwill
477,056)
(
82,370)
(
-
559,426)
(
Others
37,038)
(
37,038
-
-
514,094)
(
158,877)
(
-
672,971)
(
15,374,373
$ 1,228,259)
($ 120,942)
($ 14,025,172
$ Year ended December31,2016
Year ended December31,2016
December31
270,483
$ 731,844
470,394
3,772
-
12,619,814
601,836
14,698,143
672,971)
14,025,172
$

170

Recognised
in other
Recognised in
comprehensive
January1
profit or loss
income
December31
Temporary differences:
-Deferred tax assets:
Sales returns and discount
provisions
166,373
$ 77,153
$ -
$ 243,526
$ Accrued royalties and
warranty provisions
327,918
326,639
-
654,557
Unrealized (gain) loss on
financial instruments
699,962
158,326
67,946
926,234
Prior year expense carry
forward
40,794
29,924)
(
-
10,870
Unrealized exchange loss
200,697
81,480)
(
-
119,217
Loss carryforward
15,993,574
2,375,483)
(
-
13,618,091
Others
349,198
66,535)
(
33,309
315,972
17,778,516
1,991,304)
(
101,255
15,888,467
-Deferred tax liabilities:
Unrealized (gain) loss on
cash flow hedges
50,605)
(
-
50,605
-
Amortisation charges on
goodwill
394,687)
(
82,369)
(
-
477,056)
(
Others
32,288)
(
4,750)
(
-
37,038)
(
477,580)
(
87,119)
(
50,605
514,094)
(
17,300,936
$ 2,078,423)
($ 151,860
$ 15,374,373
$ Years ended December31,2015
Years ended December31,2015 Years ended December31,2015
Recognised
in other
comprehensive
income
December31
-
$ 243,526
$ -
654,557
67,946
926,234
-
10,870
-
119,217
-
13,618,091
33,309
315,972
101,255
15,888,467
50,605
-
-
477,056)
(
-
37,038)
(
50,605
514,094)
(
151,860
$ 15,374,373
$
December31
  • D. Expiration dates of unused loss carryforward and amounts of unrecognized deferred tax assets are as follows:

December 31, 2016

December31,2016
Year
incurred
2010
2011
2012
2016
Amount filed
/ assessed
Assessed
Assessed
Assessed
Filed
Unused amount
9,392,452
$ 63,808,943
42,563,912
3,047,240
118,812,547
$
Unrecognised
deferred tax
assets
3,575,589
$ 24,291,267
16,203,549
1,160,045
45,230,450
$
Usable
untilyear
2020
2021
2022
2026

December 31, 2015

December31,2015
Year
incurred
2011
2012
Amount filed
/ assessed
Assessed
Filed
Unused amount
66,433,000
$ 43,278,299
109,711,299
$
Unrecognised
deferred tax
assets
18,410,536
$ 11,950,753
30,361,289
$
Usable
untilyear
2021
2022
  • E. The amounts of deductible temporary differences that were not recognized as deferred tax assets are as follows:

171

December 31, 2016 December 31, 2015 Deductible temporary differences $ 48,198,766 $ 33,185,717

  • F. The Company has not recognized taxable temporary differences associated with investment in subsidiaries as deferred tax liabilities. As of December 31, 2016 and 2015, the amounts of temporary differences unrecognized as deferred tax liabilities were $28,052,581 and $29,289,598, respectively.

  • G. Certain revenue from the design, research, development, manufacture and sale of the thin film transistor - liquid crystal displays (TFT-LCD) and LCDs is exempt from income tax from 2008 to 2015.

  • H. The Company’s income tax returns through 2014 have been assessed and approved by the Tax Authority.

  • I. Unappropriated retained earnings recorded by the Company pertain to retained earnings after 1998.

  • J. The details of imputation system are as follows:

after 1998.
J. The details of imputation system are as follows:
Earnings per share
(a) Balance of tax credit account
(b) Estimated (actual) creditable tax rate
Basic earnings per share
Profit attributable to ordinary shareholders of the
parent
Weighted average number of ordinary shares
outstanding (shares in thousands)
Basic earnings per share (in dollars)
Diluted earnings per share
Profit attributable to ordinary shareholders of the
parent
Weighted average number of ordinary shares
outstanding (shares in thousands)
Assumed conversion of all dilutive potential ordinary
shares:
-Employees’ compensation
-Restricted stocks
Diluted earnings per share (in dollars)
December31,2016
December31,2015
1,420,948
$ 678,189
$ 2016 (Estimated)
2015 (Actual)
7.59%
5.71%
Years endedDecember31,
December31,2015
678,189
$
2015 (Actual)
5.71%
2016
1,870,687
$ 9,947,293
0.19
$ 1,870,687
$ 9,947,293
54,316
4,052
10,005,661
0.19
$
2015
10,815,594
$
9,922,525
1.09
$
10,815,594
$
9,922,525
116,513
27,519
10,066,557
1.07
$

As employee stock options had anti-dilutive effect for the year ended December 31, 2015,

they were not included in the calculation of diluted earnings per share.

Non-cash transaction

Investing activities with partial cash payments:

172

Purchase of property, plant and equipment
Add: Opening balance of payable on equipment
Less: Ending balance of payable on equipment
(
Cash paid during the year
Years ended December31, Years ended December31,
2016
43,518,455
$ 3,974,152
3,339,764)

(
44,152,843
$
2015
25,796,666
$ 2,688,976
3,974,152)

24,511,490
$

RELATED PARTY TRANSACTIONS Significant related party transactions A. Operating revenue

D PARTY TRANSACTIONS
cant related party transactions
Operating revenue
ash paid during the year
44,152,843
$ 24,511,490
$
44,152,843
$ 24,511,490
$
Sales of goods:
Others
Associates
Years ended December31,
2016
16,537,094
$ 113,916
16,651,010
$
2015
13,068,072
$ 233,299
13,301,371
$

The collection period was 30~120 days upon delivery or on a monthly-closing basis to related parties, and 30~90 days to non-related parties. The sales prices and the trading terms to related parties above were not significantly different from those of sales to third parties.

B. Purchases of goods

Purchases of goods
Purchases of goods:
Others
Associates
Years ended December31,
2016
8,825,302
$ 1,383,704
10,209,006
$
2015
8,949,014
$ 360,626
9,309,640
$

The payment term was 30~120 days to related parties after delivery, and 30~180 days to non-related parties after delivery or on a monthly-closing basis. The purchase prices and the payment terms from related parties above were not materially different from those of purchases from third parties.

C. Consigned processing

(a) Consigned processing

ment terms from related parties above were not
hases from third parties.
signed processing
onsigned processing
materially different from those of materially different from those of
Processing costs:
Others
Years endedDecember31,
2016
112,307
$
2015
99,587
$

(b) Balance of consigned processing at the end of period (shown as “Other payables”)

173

Payables to related parties:
Others
December31,2016
46,171
$
December31,2015
70,229
$

The Group subcontracted the processing of products of associates in Mainland China. The processing fees were mainly charged based on cost plus method.

D. Receivables from related parties:

Receivables from related parties:

Accounts receivable
Others

Associates
December31,2016

11,551,616
$
47,743
11,599,359
$
December31,2015
2,551,425
$ 81,428
2,632,853
$

The receivables from related parties arise mainly from sales transactions. The receivables are due 30~120 days after the date of sale. The receivables are unsecured in nature and bear no interest. There are no provisions held against receivables from related parties.

E. Payables to related parties:

Payables to related parties:
Accounts payable
Others
Associates
December31,2016
4,890,426
$ 229,809
5,120,235
$
December31,2015
3,284,529
$ 75,404
3,359,933
$

The payables to related parties arise mainly from purchase transactions and are due 30~120 days after the date of purchase. The payables bear no interest.

  • F. Property transactions

Purchase of property

(a) Acquisition of property, plant and equipment:

Years endedDecember31, Years endedDecember31,
2016 2015
Others $ 93,923
41,366
$
Associates - 220
$ 93,923
41,586
$
(b) Period-end balances arising from purchases of property (shown as“Other payables”):
December31,2016 December31,2015
Others $ 27,031
7,365
$

Sale of property

(a) Proceeds from sale of property and gain on disposal:

174

Year ended December31, Year ended December31, 2016 Year ended December31, Year ended December31, Year ended December31, 2015
Disposalproceeds Gainondisposal Disposalproceeds Gainon disposal
Others
$
1,365
$ 940
$ 1,812
$ 45
(b) Period-end balances arising from sale of property (shown as“Other receivables”):
December31,2016 December31,2015
Others $ 1,570
$ 794
Key management compensation
Years ended December31,
2016 2015
Salaries and other short-term employee benefits $ 138,669
$ 136,698
Share-based payments 665 6,286
Post-employment benefit 458 220
$ 139,792
$ 143,204

PLEDGED ASSETS

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

Pledged asset
Other financial assets-
current
Time deposits
Time deposits
Property, plant and
equipment
Intangible assets
Other assets-non-current
Time deposits
December31,2016
-
$ 1,726
80,828,544
15,551
752
80,845,821
$ Book
December31,2015
Purpose
6,204
$ Tariff guarantee and land lease
-
Credit card guarantee
59,669,639
Long-term loans and performance
guarantee for lease payable
-
Long-term loans and performance
guarantee for lease payable
119,703
Tariff guarantee, land lease and
guarantee for contract
59,675,843
$ value
Purpose

SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED CONTRACT

COMMITMENTS

- Contingencies Significant Litigations

  • A. Chi Mei Optoelectronics Corporation (the “CMO”), Chi Mei Optoelectronics Japan Co., Ltd., Chi Mei Optoelectronics UK Ltd., Chi Mei Optoelectronics Europe B.V., and Chi Mei Optoelectronics USA Inc. were investigated by the United States (the “U.S.”) Department of Justice in December 2006 for alleged violation of the anti-trust laws. Moreover, authorities of some U.S state governments, as well as the governments of the European Union, China, Brazil and Korea also started to investigate this case. For Brazil case, the Company is continuously cooperating with the investigation. In addition, certain downstream customers and consumers brought class-actions and/or individual civil lawsuits in the U.S. and Canada against the TFT-LCD companies; and in certain lawsuits, CMO and Chi Mei Optoelectronics USA Inc. were listed as defendants. Details of the investigations

175

on significant cases related to the alleged violation of the anti-trust laws are as follows:

  • (a) The Company had reached a plea agreement with the U.S. Department of Justice in December 2009, agreeing to pay a fine of US$220 million through installment over five years. The fine had been fully paid as of February 2015.

    • The Company had also reached out-of-court settlement agreements with the plaintiffs on separate civil lawsuits in the U.S. since 2012 and recognized related losses. Further, the Company had reached out-of-court settlement agreements with fourteen State Governments since November 2011, agreeing to pay civil statutory damages in order to settle these civil lawsuits. All civil lawsuits between the Company and the U.S state governments have been settled.
  • (b) In December 2010, the Company had been ordered by the European Commission to pay a fine of EUR 300 million. After the Company appealed the case, the General Court of the European Union rendered a judgment in February 2014 lowering the fine from EUR 300 million to EUR 288 million. The Company further filed an appeal against a part of the judgment and the Court of Justice of the European Union has adjudicated to maintain the aforementioned amount of fine in July 2015.

  • (c) Except for those anti-trust litigations for which the ultimate results cannot be reliably estimated, the Company has recognized actual or estimated losses or liabilities in “current provisions”.

  • B. Eidos Displays, LLC and Eidos III, LLC (“Eidos”) filed a lawsuit with the United States District Court for the District of East Texas on April 25, 2011, alleging infringement of its patent. The administrative law judge has ruled a summary judgment for the lawsuit in December 2013 rendering Eidos’ patent as invalid, and the presiding judge has confirmed the summary judgment in January 2014. Eidos has filed a complaint in February 2014. The United States Court of Appeals for the Federal Circuit has rejected the judgement and sent back to the United States District Court in March 2015. The Company submitted an application to ask the United States Court of Appeals for the Federal Circuit to rehear en banc in April 2015. Though the United States Court of Appeals rejected the request in June 2015, the Company appealed to the Supreme Court in September 2015 and petitioned for writ of certiorari. The Supreme Court of the United States has denied the appeal of the Company in November 2015. The case remains at the ruling by the United States Court of Appeals for the Federal Circuit in March 2015. However, the results of the litigation are uncertain and are dependent on the future litigation progress. The Company does not expect that the lawsuit would have a material adverse effect on the Company’s financial position or results of operations in the short-term.

Commitments

  • A. Capital expenditure contracted for at the balance sheet date but not yet incurred is as follows:
follows:
B. Operating lease commitments
Property, plant and equipment
December31,2016
17,531,784
$
December31,2015
37,625,398
$

176

The Group leases plant, land and warehouses under non-cancellable operating lease agreements. The majority of lease agreements are renewable at the end of the lease period at market rate. The future aggregate minimum lease payments under non-cancellable operating leases are as follows:

operating leases are as follows:
Not later than one year
Later than one year but not later than five years
Later than five years
December31,2016
547,803
$ 1,962,352
888,807
3,398,962
$
December31,2015
581,145
$ 2,150,162
1,219,709
3,951,016
$

C. Outstanding letters of credit

The outstanding letters of credit for the purchase of property, plant and equipment are as follows:

ollows:
Outstanding letters of credit December 31,2016
245,565
$
December 31,2015
474,222
$

SIGNIFICANT DISASTER LOSS

The Company’s partial inventories and buildings were damaged due to the earthquake which occurred in Kaohsiung, Taiwan on February 6, 2016. The Company has conducted a preliminary disaster assessment and a conservative estimation on insurance claim to assess possible disaster loss. However, the Company has full earthquake insurance and business interruption insurance to cover the operating costs of inventories and building during the repair period. The Company is actively processing the insurance claims. According to the initial assessment, the Company may incur a probable loss after taking the insurance claims into account. Accordingly, the company recognized a loss of $1,296,166 for the year ended December 31, 2016, shown as “Other gains and losses”.

SUBSEQUENT EVENTS AFTER THE BALANCE SHEET DATE

None.

OTHERS

Capital management

The Company’s objectives are to maintain an optimal capital structure, and constructively reduce the debt ratio and the cost of capital in order to maximize shareholders' equity.

Financial instruments

  • A. Fair value information of financial instruments

The carrying amounts of the Group’s financial instruments not measured at fair value (including cash and cash equivalents, accounts receivable, other receivables, other financial assets-current, short-term loans, accounts payable, other payables and long-term loans) are approximate to their fair values. The fair value information of financial instruments measured at fair value is provided in Note 12(3).

  • B. Financial risk management policies

  • (a) The Company’s and its subsidiaries’ activities expose it to a variety of financial risks: market risk (including foreign exchange risk, interest rate risk and price risk), credit risk and liquidity risk. The Company’s and its subsidiaries’ overall risk management programme focuses on the unpredictability of financial markets and seeks to minimize

177

potential adverse effects on the Company’s and its subsidiaries’ financial position and financial performance. The Company’s and its subsidiaries’ uses derivative financial instruments to hedge certain risk exposures (see Notes 6(2), (4)).

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

  • C. Significant financial risks and degrees of financial risks

  • (a) Market risk

Foreign exchange risk

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

  • b) Management has set up a policy to require group companies to manage their foreign exchange risk against their functional currency. The group companies are required to hedge their entire foreign exchange risk exposure via the Company’s treasury departments. To manage their foreign exchange risk arising from future commercial transactions and recognized assets and liabilities, entities in the Company use forward foreign exchange contracts. Foreign exchange risk arises when future commercial transactions or recognized assets or liabilities are denominated in a currency that is not the entity’s functional currency.

  • c) The Group’s businesses involve some non-functional currency operations (the Company’s and certain subsidiaries’ functional currency: NTD; other certain subsidiaries’ functional currency: RMB). Based on the simulations performed, the impact on post-tax profit of a 1% exchange rate fluctuation would be an increase of $671,050 and $161,700 for the years ended December 31, 2016 and 2015, respectively. The information on assets and liabilities denominated in foreign currencies whose values would be materially affected by the exchange rate fluctuations is as follows:

178

Foreign
Currency
Exchange
Amount
Rate
Book Value
(In Thousands)
(Note)
(NTD)
Financial assets
Monetary items
USD
6,907,778
$ 32.25
222,775,841
$ JPY
8,114,141
0.28
2,271,959
EUR
85,344
33.90
2,893,162
Non-monetary items
USD
2,337,217
$ 32.25
75,375,248
$ HKD
223,521
4.16
929,847
JPY
5,619,277
0.28
1,573,398
EUR
3,703
33.90
125,532
USD
4,636,585
$ 32.25
149,529,866
$ JPY
35,248,180
0.28
9,869,490
EUR
42,379
33.90
1,436,648
December 31,2016
Financial liabilities
Monetary items
December 31,2015 December 31,2015 December 31,2015
Foreign
Currency
Amount
(In Thousands)
4,589,186
$ 9,363,752
75,963
2,342,530
$ 178,232
5,527,619
3,697
4,009,239
$ 29,629,471
3,440
Exchange
Rate
(Note)
32.83
0.27
35.88
32.83
4.24
0.27
35.88
32.83
0.27
35.88
Book Value
(NTD)
150,662,976
$ 2,528,213
2,725,552
76,905,260
$ 755,704
1,492,457
132,648
131,623,316
$ 7,999,957
123,427



  • Note: Exchange rate represents the amount of NT dollars for which one foreign currency could be exchanged.

  • d) Total exchange gain (loss), including realized and unrealized arising from significant foreign exchange variation on the monetary items held by the Group for the years ended December 31, 2016 and 2015 amounted to $1,360,559 and $814,978, respectively.

Price risk

  • a) The Group is exposed to equity securities price risk because of investments held by the Company that are classified as available-for-sale or at fair value through profit or loss in consolidated balance sheet. To manage its price risk arising from investments in equity securities, the Group diversifies its portfolio in accordance with the policy set by the Company.

  • b) The Group’s investments in equity securities comprise domestic listed and unlisted stocks. The prices of equity securities would change due to the change of the future value of investee companies. If the prices of these equity securities had increased/decreased by 20% with all other variables held constant, post-tax profit for the years ended December 31, 2016 and 2015 would have increased/decreased by $50,020 and $56,384, respectively, as a result of gains/losses on equity securities classified as at fair value through profit or loss; other components of equity would have increased/decreased by $1,168,186 and $1,424,607, respectively, as a result of gains/losses on equity securities classified as available-for-sale.

Interest rate risk

179

  • a) The Group’s interest rate risk arises from long-term borrowings. Borrowings issued at variable rates expose the Group to cash flow interest rate risk which is partially offset by cash and cash equivalents held at variable rates. Borrowings issued at fixed rates expose the Group to fair value interest rate risk. During the years ended December 31, 2016 and 2015, the Group’s borrowings at variable rate were denominated in the NTD.

  • b) The Group analyzes its interest rate exposure on a dynamic basis. Various scenarios are simulated taking into consideration refinancing, renewal of existing positions, alternative financing and hedging. Based on these scenarios, the Company calculates the impact on profit and loss of a defined interest rate shift. For each simulation, the same interest rate shift is used for all currencies. The scenarios are run only for liabilities that represent the major interest-bearing positions.

  • c) Based on the simulations performed, the impact on post-tax profit of a 0.25% shift would be a maximum increase of $112,100 or decrease of $150,700 for the years ended December 31, 2016 and 2015, respectively. The simulation is done on a quarterly basis to verify that the maximum loss potential is within the limit given by the management.

  • d) Based on the various scenarios, the Group manages its cash flow interest rate risk by using floating-to-fixed interest rate swaps. Such interest rate swaps have the economic effect of converting borrowings from floating rates to fixed rates. Generally, the Group raises long-term borrowings at floating rates and swaps them into fixed rates that are lower than those available if the Group borrowed at fixed rates directly. The Group agrees with other parties to exchange interest rate, at specified intervals. The difference between fixed contract rates and floating-rate interest amounts are calculated by reference to the agreed notional amounts.

  • (b) Credit risk

  • a) Credit risk refers to the risk of financial loss to the Group arising from default by the clients or counterparties of financial instruments on the contract obligations. According to the Group’ credit policy, each local entity in the Group are responsible for managing and analyzing the credit risk for each of their new clients before standard payment and delivery terms and conditions are offered. Customer credit quality is assessed via internal risk control, considering customer financial position, past experience and other factors. Individual risk limits are set by the board of directors based on internal or external ratings. The utilization of credit limits is regularly monitored. Credit risk arises from cash and cash equivalents, derivative financial instruments and deposits with banks and financial institutions, as well as credit exposures to wholesale and retail customers, including outstanding receivables. Because the Company's and its subsidiaries’ counterparties and executor are banks with good credit standing and financial institutions and government with investment grade or above, there is no significant default. Therefore, there is no significant credit risk.

180

  • b) No credit limits were exceeded during the reporting periods. Management does not expect any significant losses from non-performance by these counterparties.

  • c) The individual analysis of financial assets that had been impaired is provided in Note 6.

  • (c) Liquidity risk

  • a) Group treasury monitors rolling forecasts of the Company’s and its subsidiaries’ liquidity requirements to ensure it has sufficient cash to meet operational needs while maintaining sufficient headroom on its undrawn committed borrowing facilities (Note 6(13)) at all times so that the Group does not breach borrowing limits or covenants (where applicable) on any of its borrowing facilities. Such forecasting takes into consideration the Company’s and its subsidiaries’ debt financing plans, covenant compliance, compliance with internal balance sheet ratio targets and external regulatory or legal requirements.

  • b) Surplus cash held by the operating entities over and above balance required for working capital management are transferred to the Group’s treasury. Group treasury invests surplus cash in interest bearing savings accounts, time deposits, money market deposits and marketable securities. The Group chooses instruments that are with appropriate maturities or sufficient liquidity to provide sufficient headroom as determined by the abovementioned forecasts. These are expected to readily generate cash inflows for managing liquidity risk.

  • c) The table below analyses the Group’s non-derivative financial liabilities and net-settled or gross-settled derivative financial liabilities into relevant maturity groupings based on the remaining period at the balance sheet date to the contractual maturity date for non-derivative financial liabilities and to the expected maturity date for derivative financial liabilities. The amounts disclosed in the table are the contractual undiscounted cash flows.

Non-derivative financial liabilities

December 31,2016
Short-term borrowings
Accounts payable
Other payables
Long-term borrowings
(including current portion)
December31,2015
Accounts payable
Other payables
Long-term borrowings
(including current portion)
Less than
1year
11,583,750
$ 56,995,540
22,916,097
16,440,000
Less than
1year
60,429,884
$ 24,912,360
16,440,000
Between 1
and 3years
-
$ -
-
27,850,000
Between 1
and3 years
-
$ -
43,840,000
Between 3
and 5years
-
$ -
-
550,000
Between 3
and5 years
-
$ -
-
Total
11,583,750
$ 56,995,540
22,916,097
44,840,000
Total
60,429,884
$ 24,912,360
60,280,000

181

Derivative financial liabilities

Derivative financial liabilities
December31,2016
Forward exchange contracts
December 31,2015
Forward exchange contracts
Less than 1year
1,190,148
$ Less than 1year
265,525
$
Total
1,190,148
$ Total
265,525
$
  • d) The related information on the repayment of the medium and long-term syndicated loans from the ‘‘Agreed-upon Agreement’’ is described in Note 6(13).

Fair value estimation

  • A. Details of the fair value of the Group’s financial assets and financial liabilities not measured at fair value are provided in Note 12(2)A. Details of the fair value of the Group’s investment property measured at cost are provided in Note 6(10).

  • B. The different levels that the inputs to valuation techniques are used to measure fair value of financial and non-financial instruments have been defined as follows:

  • Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date. A market is regarded as active where a market in which transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis. The fair value of the Group’s investment in listed stocks and on-the-run bonds is included in Level 1.

  • Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. The fair value of the Group’s investment in derivative instruments is included in Level 2.

  • Level 3: Unobservable inputs for the asset or liability. The fair value of the Group’s investment in equity investment without active market is included in Level 3.

  • C. The related information of financial and non-financial instruments measured at fair value by level on the basis of the nature, characteristics and risks of the assets and liabilities at December 31, 2016 and 2015 is as follows:

December31,2016
Assets
Recurring fair value measurements
Financial assets at fair value
through profit or loss
Equity securities
Forward exchange contracts
Available-for-sale financial assets
Equity securities
Liabilities
Recurring fair value measurements
Financial liabilities at fair value
through profit or loss
Forward exchange contracts
Level 1
250,101
$ -
5,598,578
5,848,679
$ -
$
Level 2
-
$ 64,241
-
64,241
$ 1,190,148
$
Level3
-
$ -
242,351
242,351
$ -
$
Total
250,101
$ 64,241
5,840,929
6,155,271
$
1,190,148
$

182

December31,2015
Assets
Financial assets at fair value
through profit or loss
Equity securities
Forward exchange contracts
Available-for-sale financial assets
Equity securities
Liabilities
Financial liabilities at fair value
through profit or loss
Forward exchange contracts
Recurring fair value measurements
Recurring fair value measurements
Level 1
281,922
$ -
6,403,449
6,685,371
$ -
$
Level 2
-
$ 120,036
-
120,036
$ 265,525
$
Level3
-
$ -
719,585
719,585
$ -
$
Total
281,922
$ 120,036
7,123,034
7,524,992
$
265,525
$
  • D. The methods and assumptions the Group used to measure fair value are as follows:

  • (a)The instruments the Group used market quoted prices as their fair values (that is, Level 1) are listed below by characteristics:

Listed shares Emerging stocks Corporate bond Market quoted price Closing price Last transaction price Weighted average quoted price

  • (b)Except for financial instruments with active markets, the fair value of other financial instruments is measured by using valuation techniques or by reference to counterparty quotes. The fair value of financial instruments measured by using valuation techniques can be referred to current fair value of instruments with similar terms and characteristics in substance, discounted cash flow method or other valuation methods, including calculated by applying model using market information available at the consolidated balance sheet date.

  • (c)When assessing non-standard and low-complexity financial instruments, for example, debt instruments without active market, interest rate swap contracts, foreign exchange swap contracts and options, the Group adopts valuation technique that is widely used by market participants. The inputs used in the valuation method to measure these financial instruments are normally observable in the market.

  • (d)The valuation of derivative financial instruments is based on valuation model widely accepted by market participants, such as present value techniques and option pricing models. Forward exchange contracts are usually valued based on the current forward exchange rate.

  • (e)The output of valuation model is an estimated value and the valuation technique may not be able to capture all relevant factors of the Group’s financial and non-financial instruments. Therefore, the estimated value derived using valuation model is adjusted accordingly with additional inputs, for example, model risk or liquidity risk and etc. In

183

accordance with the Group’s management policies and relevant control procedures relating to the valuation models used for fair value measurement, management believes adjustment to valuation is necessary in order to reasonably represent the fair value of financial and non-financial instruments at the consolidated balance sheet. The inputs and pricing information used during valuation are carefully assessed and adjusted based on current market conditions.

  • (f)The Group takes into account adjustments for credit risks to measure the fair value of financial and non-financial instruments to reflect credit risk of the counterparty and the Group’s credit quality.

  • E. For the years ended December 31, 2016 and 2015, there was no transfer between Level 1 and Level 2.

  • F. The following table presents the changes in level 3 instruments as at December 31, 2016 and 2015:

and 2015:
Equity securities
2016 2015
At January 1 $ 719,585
$ 1,841,097
Transfers out from level 3 ( 349,400)
( 903,073)
Gains and losses recognized in other comprehensive
income 31,501 ( 218,439)
Proceeds from capital reduction ( 159,335)
-
At December 31 $ 242,351
$ 719,585
  • G.The Group holds private equity shares issued by Fitipower Integrated Technology Inc. The required procedures for becoming publicly traded were completed and its shares started to be traded as emerging stock in the Taipei Exchange from October 2016. The Group has transferred the fair value from Level 3 into Level 1 at the end of month when the event occurred.

  • H.As the shares of General Interface Solution (GIS) Holding Limited had been listed in June 2015, the Group transferred the fair value from Level 3 into Level 1 at the end of month when the event occurred.

  • I. Investment management segment is in charge of valuation procedures for fair value measurements being categorized within Level 3, which is to verify independent fair value of financial instruments. Such assessment is to ensure the valuation results are reasonable by applying independent information to make results close to current market conditions, confirming the resource of information is independent, reliable and in line with other resources and represented as the exercisable price, and frequently calibrating valuation model, performing back-testing, updating inputs used to the valuation model and making any other necessary adjustments to the fair value.

  • Investment management segment set up valuation policies, valuation processes and rules for measuring fair value of financial instruments and ensure compliance with the related

184

requirements in IFRS.

  • J. The following is the qualitative information of significant unobservable inputs and sensitivity analysis of changes in significant unobservable inputs to valuation model used in Level 3 fair value measurement:
Non-derivative
equity instrument:
Unlisted shares
Venture capital
shares
Private equity
fund investment
Non-derivative
equity instrument:
Unlisted shares
Venture capital
shares
Private equity
fund investment
Private placement
shares (emerging
companies)
Fair value at
December 31,
2016
Valuation
technique
Significant
unobservable input
Range
(weighted
average)
Relationship of
inputs to fair value
214,665
$ 27,686
Fair value at
December
31,2015
Market
comparable
companies
Net asset
value
Valuation
technique
Price to earnings ratio
multiple, price to
book ratio multiple,
control premium
Discount for lack of
marketability
Not applicable
Significant
unobservable input
0.68~1.55
(0.88)
30%~70%
(31%)
308
(308)
Range
(weighted
average)
The higher the
multiple and control
premium, the higher
the fair value
The higher the
discount for lack of
marketability, the
lower the fair value
Not applicable
Relationship of
inputs to fair value
388,799
$ 28,596
302,190
Market
comparable
companies
Net asset
value
Market price
method
Price to earnings ratio
multiple, price to
book ratio multiple,
control premium
Discount for lack of
marketability
Not applicable
Discount for lack of
marketability
0.56~1.41
(0.70)
20%~70%
(22%)
318
(318)
30%
(30%)
The higher the
multiple and control
premium, the higher
the fair value
The higher the
discount for lack of
marketability, the
lower the fair value
Not applicable
The higher the
discount for lack of
marketability, the
lower the fair value
  • K.The Group has carefully assessed the valuation models and assumptions used to measure fair value; therefore, the fair value measurement is reasonable. However, use of different valuation models or assumptions may result in different measurement. The following is the effect of profit or loss or of other comprehensive income from financial assets and liabilities categorised within Level 3 if the inputs used to valuation models have changed:

185

Financial assets Period Input Change
± 1%

± 1%
Recognised in other
comprehensiveincome
Recognised in other
comprehensiveincome
Favourable
Unfavourable
change
change
$ 2,424
($ 2,424)
7,196
( 7,196)
Unfavourable
change
Equity instrument
Equity instrument
2016/12/31
2015/12/31
$ 242,351
719,585

SUPPLEMENTARY DISCLOSURES

Significant transactions information

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

  • B. Provision of endorsements and guarantees to others: None.

  • C. Holding of marketable securities at the end of the period (not including subsidiaries, associates and joint ventures): Please refer to table 2.

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

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

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

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

  • H. Receivables from related parties reaching $100 million or 20% of paid-in capital or more: Please refer to table 4.

  • I. Trading in derivative instruments undertaken during the reporting periods: Please refer to Notes 6(2) and 6(4).

  • J. Significant inter-company transactions during the reporting periods: Please refer to table 5.

Information on investees

Names, locations and other information of investee companies (not including investees in Mainland China): Please refer to table 6.

Information on investments in Mainland China

  • A. Basic information: Please refer to table 7.

  • B. Significant transactions, either directly or indirectly through a third area, with investee companies in the Mainland Area: Please refer to table 1, 3, 4 and 5.

SEGMENT INFORMATION

General information

The Group is primarily engaged in research, development, manufacture and sale of TFT LCD.

The chief operating decision-maker considered the business from a perspective of product size of TFT LCD. TFT LCD products are currently classified into big size and small-medium size. Because the Company met the criteria for combining the segment information of big-size and small-medium-size TFT LCD departments, the Company disclosed only one reportable operating segment for all TFT LCD products.

The Company’s operating segment information was prepared in accordance with the Company’s accounting policies. The chief operating decision-maker allocated resources and assesses performance of the operating segments primarily based on the operating revenue and profit (loss) before tax and discontinued operations of individual operating segment.

186

Segment information

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

egments is as follows:
Segment revenue
Segment income
Depreciation and amortization
Capital expenditure-property, plant and equipment
Segment assets
Years ended December31,
2016
TFT LCD
287,089,277
$ 4,992,120
$ 41,418,534
$ 44,152,843
$ 371,479,548
$
2015
TFT LCD
364,132,984
$ 14,862,088
$ 53,557,244
$ 24,511,490
$ 387,442,336
$

Reconciliation for segment income

A reconciliation of reported segment income and income from continuing operations before tax is provided as follows:

  • A. Reconciliation of segment revenue with operating revenue:
Segment revenue
Other revenue
Operating revenue
Years endedDecember31, Years endedDecember31,
2016
287,089,277
$ -
287,089,277
$
2015
364,132,984
$ -
364,132,984
$
  • B. Reconciliation of segment income with income from continuing operations before income tax:
tax:
Reconciliation of segment assets with total assets:
Reportable segments income
Others
Income before tax from continuing operations
Segment assets
Others
Years ended December31,
2016
4,992,120
$ -

4,992,120
$ December31,2016
371,479,548
$ -
371,479,548
$
2015
14,862,088
$ 2,901
(
14,859,187
$ December31,2015
387,442,336
$ -
387,442,336
$
  • C. Reconciliation of segment assets with total assets:

  • D. Other significant reconciliation:

187

Depreciation and amortization
Others
Capital expenditure - property, plant and equipment
Others
Years endedDecember31, Years endedDecember31,
2016
41,418,534
$ -
41,418,534
$ 44,152,843
$ -
44,152,843
$
2015
53,557,244
$ 13,928
53,571,172
$ 24,511,490
$ -
24,511,490
$

Information on product

Revenue from external customers is mainly from TFT-LCD product. Details of revenue are as follows:

as follows:
Sale of TFT LCD products
Other revenue
Years ended December31,
2016
287,089,277
$ -
287,089,277
$
2015
364,132,984
$ -
364,132,984
$

Geographical information

Geographical information for the years ended December 31, 2016 and 2015 is as follows:

Taiwan
China
Hong Kong
Europe
U.S.A.
Others
Years endedDecember31, Years endedDecember31, Years endedDecember31,
Revenue
Non-current assets
95,497,599
$ 190,035,166
$ 59,778,250
31,982,735
66,990,932
118
12,996,893
23,838
11,582,252
713
40,243,351
131,504
287,089,277
$ 222,174,074
$ 2016
2015
Revenue
Non-current assets
103,617,666
$ 187,010,460
$ 92,893,492
36,492,781
73,942,347
181
24,000,586
25,094
16,352,055
450
53,326,838
22,671
364,132,984
$ 223,551,637
$
223,551,637
$

Major customer information

The individual sales to the Group’s customers that exceed 10% of the sales in the statements of comprehensive income for the years ended December 31, 2016 and 2015 are set forth below:

below:
Customer A Sales
Percentage of sales
Sales
Percentage of sales
41,448,102
$ 14%
39,802,830
$ 11%
Years endedDecember31,
2016
2015
Sales
Percentage of sales
41,448,102
$ 14%
2016
Sales

41,448,102
$
Sales

39,802,830
$

188

Innolux Corporation and Subsidiaries

Loans to others

For the year ended December 31, 2016

Table 1
No.
Creditor
Borrower
General
ledger
account
1
Innocom
Technology
(Shenzhen) Co.,
Ltd.
Foshan Innolux
Optoelectronics
Ltd.
Other
receivables
1
Innocom
Technology
(Shenzhen) Co.,
Ltd.
Ningbo Innolux
Optoelectronics
Ltd.
Other
receivables
1
Innocom
Technology
(Shenzhen) Co.,
Ltd.
Ningbo Innolux
Technology Ltd.
Other
receivables
1
Innocom
Technology
(Shenzhen) Co.,
Ltd.
Ningbo Innolux
Display Ltd.
Other
receivables
1
Innocom
Technology
(Shenzhen) Co.,
Ltd.
Nanjing Innolux
Optoelectronics
Ltd.
Other
receivables
2
Nanjng Innolux
Technology Ltd.
Nanjing Innolux
Optoelectronics
Ltd.
Other
receivables
3
Innolux
Technology USA
Inc.
Innolux Hong
Kong Ltd.
Other
receivables
4
Innolux
Technology
Europe B.V.
Innolux Hong
Kong Ltd.
Other
receivables
Is a
related
Maximum
outstanding
balance during the
Maximum
outstanding
balance during the
Balance at
December 31,
2016
$4,154,800
2,092,050
-
1,720,130
2,835,890
371,920
193,500
1,314,502
Actual
amount
drawn down
Interest
rate
Nature of
loan

$4,127,390
1.1%~
1.5%
Short-term
financing
$ 2,092,050
1.5%
Short-term
financing
-
0%
Short-term
financing
1,720,130
1.5%
Short-term
financing
2,835,890
1.5%
Short-term
financing
371,920
1.5%
Short-term
financing
193,500
0.56%~
0.81%
Short-term
financing
1,287,584
0.007%~
0.997%
Short-term
financing
Amount of
transactions
with the
borrower
-
-
-
-
-
-
-
-
Reason for Allowance
for doubtful
accounts
Collateral
Item
Value
$ -
-
$ -
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Expressed in thousands of NTD
(Except as otherwise indicated)
Limit on loans
granted to a
single party
Ceiling on total
loans granted
Footnote
$ 226,006,363
$ 226,006,363
A
226,006,363
226,006,363
A
226,006,363
226,006,363
A
226,006,363
226,006,363
A
226,006,363
226,006,363
A
226,006,363
226,006,363
A
226,006,363
226,006,363
A
226,006,363
226,006,363
A
Expressed in thousands of NTD
(Except as otherwise indicated)
Limit on loans
granted to a
single party
Ceiling on total
loans granted
Footnote
$ 226,006,363
$ 226,006,363
A
226,006,363
226,006,363
A
226,006,363
226,006,363
A
226,006,363
226,006,363
A
226,006,363
226,006,363
A
226,006,363
226,006,363
A
226,006,363
226,006,363
A
226,006,363
226,006,363
A
short-term
financing
Operating
support
Operating
support
Operating
support
Operating
support
Operating
support
Operating
support
Operating
support
Operating
support
A
A
A
A
A
A
A
A
party
Related
parties
Related
parties
Related
parties
Related
parties
Related
parties
Related
parties
Related
parties
Related
parties









year ended
December 31,
2016
$5,084,600
2,092,050
650,860
1,720,130
3,579,730
371,920
193,500
1,314,502

189

No.
Creditor
Borrower
General
ledger
account
5
Innolux
Technology Japan
Co., Ltd.
Leadtek Global
Group Limited
Other
receivables
6
Innolux
Optoelectronics
Japan Co., Ltd.
Leadtek Global
Group Limited
Other
receivables
7
Asiaward
Investment Ltd.
Best China
Investments Ltd.
Other
receivables
8
Best China
Investments Ltd.
Lakers Trading
Ltd.
Other
receivables
9
Main Dynasty
Investment Ltd.
Mega Chance
Investments Ltd.
Other
receivables
10
Mega Chance
Investments Ltd.
Lakers Trading
Ltd.
Other
receivables
11
Sun Dynasty
Development
Limited
Magic Sun
Limited
Other
receivables
12
Magic Sun
Limited
Lakers Trading
Ltd.
Other
receivables
13
Warriors
Technology
Investments Ltd.
Lakers Trading
Ltd.
Other
receivables
Note A: The Company - Innolux Corporation
Is a
related
Maximum
outstanding
balance during the
Maximum
outstanding
balance during the
Balance at
December 31,
2016
1,433,120
$ 689,000
261,686
261,686
430,951
430,951
1,074,111
1,074,111
354,750
Actual
amount
drawn down
1,433,120
$ 689,000
261,686
261,686
430,951
430,951
1,074,111
1,074,111
354,750
Interest
rate
Nature of
loan

0.5%
Short-term
financing
0.5%
Short-term
financing
0%
Short-term
financing
0%
Short-term
financing
0%
Short-term
financing
0%
Short-term
financing
0%
Short-term
financing
0%
Short-term
financing
0%
Short-term
financing
Amount of
transactions
with the
borrower
-
$ -
-
-
-
-
-
-
-
Reason for Allowance
for doubtful
accounts
Collateral
Item
Value
-
-
-
$ -
-
$ -
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Limit on loans
granted to a
single party
226,006,363
$ 226,006,363
226,006,363
226,006,363
226,006,363
226,006,363
226,006,363
226,006,363
226,006,363
Ceiling on total
loans granted
226,006,363
$ 226,006,363
226,006,363
226,006,363
226,006,363
226,006,363
226,006,363
226,006,363
226,006,363
Footnote
short-term
financing
Operating
support
Operating
support
Operating
support
Operating
support
Operating
support
Operating
support
Operating
support
Operating
support
Operating
support
A
A
A
A
A
A
A
A
A
party
Related
parties
Related
parties
Related
parties
Related
parties
Related
parties
Related
parties
Related
parties
Related
parties
Related
parties










year ended
December 31,
2016
1,433,120
$ 689,000
261,686
261,686
430,951
430,951
1,074,111
1,074,111
354,750

1.For loans obtained for short-term financing, financial limit on loans granted to a single party shall not exceed 10% of the company’s net equity, based on the most recent audited financial statements of the company. 2.The financial limit on loans granted shall not exceed 40% of the company’s net equity. If it is for short-term capital needs, the limit shall not exceed 30% of the company’s net equity.

3.The policy for loans granted to direct or indirect wholly-owned overseas subsidiaries is as follows: for short-term capital needs, financial limit shall not be below the 40% requirement, but should not exceed 100% of the company’s net equity.

190

Innolux Corporation and Subsidiaries

Holding of marketable securities at the end of the period (not including subsidiaries, associates and joint ventures)

December 31, 2016

December 31, 2016
Table 2
Relationship with the securities issuer
Securities held by
Marketable securities
General ledger account
Common stock
Innolux Corporation
AvanStrate Inc.
None
Available-for-sale financial assets -
non-current
Innolux Corporation
TPV Technology Ltd.
None
Available-for-sale financial assets -
non-current
Innolux Corporation
Chi Lin Optoelectronics Co., Ltd.
None
Available-for-sale financial assets -
non-current
Innolux Corporation
Epistar Corporation
None
Available-for-sale financial assets -
non-current
Innolux Corporation
Chimei Materials Technology Corp.
None
Available-for-sale financial assets -
non-current
Innolux Corporation
Allied Material Technology Corp.
None
Available-for-sale financial assets -
non-current
Yuan Chi Investment Co., Ltd.
Trillion Science Inc.
None
Available-for-sale financial assets -
non-current
Yuan Chi Investment Co., Ltd.
China Electric Mfg. Corp.
None
Available-for-sale financial assets -
non-current
InnoJoy Investment Corporation
Advanced Optoelectronic Technology, Inc.
None
Financial assets at fair value through
profit or loss
InnoJoy Investment Corporation
Fitipower Integrated Technology Inc.
None
Available-for-sale financial assets -
non-current
InnoJoy Investment Corporation
G-TECH Optoelectronics Corporation
None
Available-for-sale financial assets -
non-current
Warriors Technology Investments
Ltd.
OED Holding Ltd.
None
Available-for-sale financial assets -
non-current
Warriors Technology Investments
Ltd.
General Interface Solution (GIS) Holding
Limited
None
Available-for-sale financial assets -
non-current
Nets trading Ltd.
PilotTech Global Fund
None
Available-for-sale financial assets -
non-current
As of December 31, 2016
Number of shares
Book value
900,000 $ 53,574
50,500,000
826,028
32,350,095
155,600
89,072
2,062
44,741,305
610,719
1,209
-
1,439,180
796
9,282,000
69,151
11,165,222
250,101
10,000,000
303,000
3,993,565
81,868
16,000,000
4,695
40,500,000
3,705,750
90
27,686
Expressed in thousands of NTD
(Except as otherwise indicated)
Ownership (%)
Fair value
1
$ 53,574
6
826,028
19
155,600
-
2,062
9
610,719
-
-
3
796
2
69,151
8
250,101
7
303,000
2
81,868
6
4,695
13
3,705,750
-
27,686
Footnote

191

Innolux Corporation and Subsidiaries

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

Table 3
Purchaser/seller
Counterparty
Relationship with the
counterparty
Innolux Corporation
Hon Hai Precision Industry
Co., Ltd.
Same major stockholder
Innolux Corporation
Lakers Trading Ltd.
An indirect wholly-owned
subsidiary
Innolux Corporation
Innolux Optoelectronics Japan
Co., Ltd.
A subsidiary of the Company
Innolux Corporation
Honfujin Precision Electronics
(Chongqing) Co., Ltd.
An indirect wholly-owned
subsidiary of Hon Hai
Precision Industry Co., Ltd.
Innolux Corporation
Innolux Hong Kong Ltd.
An indirect wholly-owned
subsidiary
Innolux Corporation
Competition Team Technology
(India) Private Limited
An indirect wholly-owned
subsidiary of Hon Hai
Precision Industry Co., Ltd.
Innolux Corporation
Innolux Technology USA Inc. An indirect wholly-owned
subsidiary
Innolux Corporation
Hongfujin Precision Industry
(Yantai) Co., Ltd.
An indirect wholly-owned
subsidiary of Hon Hai
Precision Industry Co., Ltd.
Innolux Corporation
Hongfutai Precision Electrons
(Yantai) Co., Ltd.
An indirect wholly-owned
subsidiary of Hon Hai
Precision Industry Co., Ltd.
Innolux Corporation
Innolux Optoelectronics USA,
Inc.
An indirect wholly-owned
subsidiary
Innolux Corporation
eCMMS Precision Singapore
Pte. Ltd.
An indirect wholly-owned
subsidiary of Hon Hai
Precision Industry Co., Ltd.
Innolux Corporation
Chi Lin Optoelectronics Co.,
Ltd.
The company is a corporate
director of Chi Lin
Optoelectronics
Innolux Corporation
Hongfujin Precision
Electronics (Zhenzhou) Co.,
Ltd.
An indirect wholly-owned
subsidiary of Hon Hai
Precision Industry Co., Ltd.
Purchases
(sales)
Sales
$ Sales
Sales
Sales
Sales
Sales
Sales
Sales
Sales
Sales
Sales
Sales
Sales
Transaction
Amount
Percentage of
total purchases
(sales)
Credit term
8,777,756
3
60-90 days
6,392,974
2
60 days
2,017,948
1
45 days
1,835,243
1
45-90 days
1,341,129
-
60 days
953,423
-
90 days
949,933
-
60 days
836,014
-
60-90 days
621,286
-
90 days
541,547
-
45 days
522,717
-
90 days
434,659
-
45 days
372,736
-
60 days
Expressed in thousands of NTD
(Except as otherwise indicated)
Differences in transaction terms
compared to third party
transactions
Notes/accounts
Unit price
Credit term
Balance
Similar with
general sales
No material
difference
$ 7,605,574
Similar with
general sales
No material
difference
-
Single sales
target, no basis
for comparison
No material
difference
151,853
Similar with
general sales
No material
difference
563,698
Similar with
general sales
No material
difference
-
Similar with
general sales
No material
difference
317,648
Similar with
general sales
No material
difference
-
Similar with
general sales
No material
difference
367,210
Similar with
general sales
No material
difference
445,861
Similar with
general sales
No material
difference
66,671
Similar with
general sales
No material
difference
118,971
Similar with
general sales
No material
difference
65,137
Similar with
general sales
No material
difference
-
Expressed in thousands of NTD
(Except as otherwise indicated)
Differences in transaction terms
compared to third party
transactions
Notes/accounts
Unit price
Credit term
Balance
Similar with
general sales
No material
difference
$ 7,605,574
Similar with
general sales
No material
difference
-
Single sales
target, no basis
for comparison
No material
difference
151,853
Similar with
general sales
No material
difference
563,698
Similar with
general sales
No material
difference
-
Similar with
general sales
No material
difference
317,648
Similar with
general sales
No material
difference
-
Similar with
general sales
No material
difference
367,210
Similar with
general sales
No material
difference
445,861
Similar with
general sales
No material
difference
66,671
Similar with
general sales
No material
difference
118,971
Similar with
general sales
No material
difference
65,137
Similar with
general sales
No material
difference
-
receivable (payable)
Percentage of total
notes/accounts
receivable (payable)
12
-
-
1
-
1
-
1
1
-
-
-
-
Footnote

Balance
$ 7,605,574
-
151,853
563,698
-
317,648
-
367,210
445,861
66,671
118,971
65,137
-

192

Purchaser/seller
Counterparty
Relationship with the
counterparty
Innolux Corporation
Ningbo Innolux Display Ltd.
An indirect wholly-owned
subsidiary
Innolux Corporation
Hongfujin Precision Industry
(Wuhan) Co., Ltd.
An indirect wholly-owned
subsidiary of Hon Hai
Precision Industry Co., Ltd.
Innolux Corporation
Nanjing Innolux
Optoelectronics Ltd.
An indirect wholly-owned
subsidiary
Innolux Corporation
Hongfujin Precision Industry
(Shenzhen) Co., Ltd.
An indirect wholly-owned
subsidiary of Hon Hai
Precision Industry Co., Ltd.
Innolux Corporation
FI Medical Device
Manufacturing Co., Ltd.
The company's investments
accounted for under the
equity method
Innolux Corporation
Innolux Optoelectronics
Europe B.V.
A subsidiary of the Company
Innolux Corporation
Hon Hai Precision Industry
Co., Ltd.
Same major stockholder
Innolux Corporation
FI Medical Device
Manufacturing Co., Ltd.
The company's investments
accounted for under the
equity method
Innolux Corporation
Chi Lin Optoelectronics Co.,
Ltd.
The company is a corporate
director of Chi Lin
Optoelectronics
Innolux Corporation
GIO Optoelectronics Corp.
The company's investments
accounted for under the
equity method
Innolux Corporation
Lakers Trading Ltd.
An indirect wholly-owned
subsidiary
Innolux Corporation
Leadtek Global Group Limited A subsidiary of the Company
Purchases
(sales)
Sales
$ Sales
Sales
Sales
Sales
Sales
Purchases
Purchases
Purchases
Purchases
Processing
expense
Processing
expense
Transaction
Amount
Percentage of
total purchases
(sales)
Credit term
242,518
-
90 days
207,343
-
90 days
141,437
-
90 days
125,330
-
60 days
113,916
-
90 days
110,182
-
30 days
2,695,546
1
60~90 days
after
acceptance
1,123,036
-
30 days after
acceptance
302,134
-
120 days after
acceptance
240,031
-
60 days after
acceptance
53,116,567
20
60-90 days
19,102,050
7
60-90 days
Differences in transaction terms
compared to third party
transactions
Unit price
Credit term
Similar with
general sales
No material
difference

Similar with
general sales
No material
difference
Similar with
general sales
No material
difference
Similar with
general sales
No material
difference
Similar with
general sales
No material
difference
Similar with
general sales
No material
difference
Single
purchases
target, no basis
for comparison
No material
difference
Single
purchases
target, no basis
for comparison
No material
difference
Single
purchases
target, no basis
for comparison
No material
difference
Single
purchases
target, no basis
for comparison
No material
difference
Cost plus
No material
difference
Cost plus
No material
difference
Notes/accounts receivable (payable)
Percentage of total
notes/accounts
receivable (payable)
-
-
-
-
-
-
2
-
-
-
27
24
Footnote

Balance
$ 1,703
99,027
73,386
7,516
47,743
15,023
( 1,577,291)
( 171,128)
( 145,018)
( 52,456)
(21,652,362)
(19,136,288)

193

Purchaser/seller
Counterparty
Relationship with the
counterparty
Innolux Corporation
Innolux Hong Kong Ltd.
An indirect wholly-owned
subsidiary
Foshan Innolux
Optoelectronics Ltd.
Foxconn Precision Electronics
(YanTai) Co., Ltd.
An indirect wholly-owned
subsidiary of Hon Hai
Precision Industry Co., Ltd.
Foshan Innolux
Optoelectronics Ltd.
Yantai Fuhuada Precision
Electronics Co., Ltd.
An indirect wholly-owned
subsidiary of Hon Hai
Precision Industry Co., Ltd.
Foshan Innolux
Optoelectronics Ltd.
Premier Image Technology
(China) Ltd.
An indirect wholly-owned
subsidiary of Hon Hai
Precision Industry Co., Ltd.
Ningbo Innolux
Optoelectronics Ltd.
Ningbo Innolux Display Ltd.
An indirect wholly-owned
subsidiary
Shanghai Innolux
Optoelectronics Ltd.
Nanjing Innolux
Optoelectronics Ltd.
An indirect wholly-owned
subsidiary
Ningbo Innolux Display
Ltd.
Ningbo Innolux
Optoelectronics Ltd.
An indirect wholly-owned
subsidiary
Ningbo Innolux
Technology Ltd.
Ningbo Innolux Display Ltd.
An indirect wholly-owned
subsidiary
Innocom Technology
(Shenzhen) Co., Ltd.
Ningbo Innolux Display Ltd.
An indirect wholly-owned
subsidiary
Innocom Technology
(Shenzhen) Co., Ltd.
Nanjing Innolux
Optoelectronics Ltd.
An indirect wholly-owned
subsidiary
Innocom Technology
(Shenzhen) Co., Ltd.
Foshan Innolux
Optoelectronics Ltd.
An indirect wholly-owned
subsidiary
Innolux Hong Kong Ltd.
Nanjng Innolux Technology
Ltd.
An indirect wholly-owned
subsidiary
Lakers Trading Ltd.
Ningbo Innolux Electronics
Ltd.
An indirect wholly-owned
subsidiary
Purchases
(sales)
Processing
expense
$ Sales
Sales
Sales
Sales
Sales
Sales
Sales
Sales
Sales
Sales
Sales
Sales
Transaction
Amount
Percentage of
total purchases
(sales)
Credit term
17,621,556
7
60-90 days
1,259,092
2
90 days
427,330
1
90 days
208,657
-
90 days
4,965,960
11
60 days
520,147
3
60 days
714,999
3
60 days
132,817
33
60 days
379,223
46
60 days
103,908
13
60 days
303,347
37
60 days
844,345
3
60 days
131,339
-
60 days
Differences in transaction terms
compared to third party
transactions
Notes/accounts
Unit price
Credit term
Balance
Cost plus
No material
difference
($ 7,545,137)
Similar with
general
transactions
No material
difference
1,214,351
Similar with
general
transactions
No material
difference
478,034
Similar with
general
transactions
No material
difference
233,414
Similar with
general
transactions
No material
difference
1,406,162
Similar with
general
transactions
No material
difference
-
Similar with
general
transactions
No material
difference
233,397
Similar with
general
transactions
No material
difference
-
Similar with
general
transactions
No material
difference
330
Similar with
general
transactions
No material
difference
330
Similar with
general
transactions
No material
difference
245,026
Similar with
general
transactions
No material
difference
337,685
Similar with
general
transactions
No material
difference
52,556
Notes/accounts Notes/accounts receivable (payable)
Percentage of total
notes/accounts
receivable (payable)
9
4
2
1
6
-
5
-
-
-
27
3
-
Footnote

Balance
7,545,137)
1,214,351
478,034
233,414
1,406,162
-
233,397
-
330
330
245,026
337,685
52,556

194

Purchaser/seller
Counterparty
Relationship with the
counterparty
Foshan Innolux
Optoelectronics Ltd.
Lakers Trading Ltd.
An indirect wholly-owned
subsidiary
Ningbo Innolux
Optoelectronics Ltd.
Leadtek Global Group Limited A subsidiary of the Company
Ningbo Innolux Display
Ltd.
Lakers Trading Ltd.
An indirect wholly-owned
subsidiary
Nanjing Innolux
Optoelectronics Ltd.
Innolux Hong Kong Ltd.
An indirect wholly-owned
subsidiary
Shanghai Innolux
Optoelectronics Ltd.
Innolux Hong Kong Ltd.
An indirect wholly-owned
subsidiary
Shanghai Innolux
Optoelectronics Ltd.
Lakers Trading Ltd.
An indirect wholly-owned
subsidiary
Ningbo Innolux
Technology Ltd.
Leadtek Global Group Limited A subsidiary of the Company
Innolux Technology Japan
Co., Ltd.
Innolux Hong Kong Ltd.
An indirect wholly-owned
subsidiary
Innolux Technology
Europe B.V.
Innolux Hong Kong Ltd.
An indirect wholly-owned
subsidiary
Ningbo Innolux Display
Ltd.
Hon Hai Precision Industry
Co., Ltd.
Same major stockholder
Foshan Innolux
Optoelectronics Ltd.
Hon Hai Precision Industry
Co., Ltd.
Same major stockholder
Ningbo Innolux
Optoelectronics Ltd.
Ningbo Lin Moug Optronics
Co., Ltd.
An indirect wholly-owned
subsidiary of Chi Lin
Optoelectronics Co., Ltd.
Purchases
(sales)
Processing
revenue
$ Processing
revenue
Processing
revenue
Processing
revenue
Processing
revenue
Processing
revenue
Processing
revenue
Service
revenue
Service
revenue
Purchases
Purchases
Purchases
Transaction
Amount
Percentage of
total purchases
(sales)
Credit term
28,261,854
79
60 days
17,344,095
78
60 days
17,174,029
94
60 days
12,061,738
95
60 days
4,550,697
31
60 days
7,349,948
53
60 days
267,762
66
60 days
318,599
92
60 days
649,856
99
60 days
993,225
4
90 days after
goods are
shipped
2,512,243
4
90 days after
goods are
shipped
634,425
1
120 days after
goods are
shipped
Differences in transaction terms
compared to third party
transactions
Unit price
Credit term
Similar with
general
transactions
No material
difference
Similar with
general
transactions
No material
difference
Similar with
general
transactions
No material
difference
Similar with
general
transactions
No material
difference
Similar with
general
transactions
No material
difference
Similar with
general
transactions
No material
difference
Similar with
general
transactions
No material
difference
Similar with
general
transactions
No material
difference
Similar with
general
transactions
No material
difference
Similar with
general
transactions
No material
difference
Similar with
general
transactions
No material
difference
Similar with
general
transactions
No material
difference
Notes/accounts receivable (payable)
Percentage of total
notes/accounts
receivable (payable)
83
92
94
100
100
-
-
97
64
6
8
2
Footnote

Balance
$ 13,598,180
15,769,351
3,392,000
5,421,971
1,756,905
-
-
72,628
56,365
(368,533)
(2,052,444)
(216,554)

195

Purchaser/seller
Counterparty
Relationship with the
counterparty
Ningbo Innolux Display
Ltd.
Ningbo Lin Moug Optronics
Co., Ltd.
An indirect wholly-owned
subsidiary of Chi Lin
Optoelectronics Co., Ltd.
Ningbo Innolux
Optoelectronics Ltd.
Hon Hai Precision Industry
Co., Ltd.
Same major stockholder
Ningbo Innolux
Optoelectronics Ltd.
Hongfujin Precision Industry
(Shenzhen) Co., Ltd.
An indirect wholly-owned
subsidiary of Hon Hai
Precision Industry Co., Ltd.
Purchases
(sales)
Purchases
$ Purchases
Purchases
Transaction
Amount
Percentage of
total purchases
(sales)
Credit term
547,478
2
120 days after
goods are
shipped
533,865
1
90 days after
goods are
shipped
452,727
1
90 days after
goods are
shipped
Differences in transaction terms
compared to third party
transactions
Notes/accounts
Unit price
Credit term
Balance
Similar with
general
transactions
No material
difference
($ 195,252)
Similar with
general
transactions
No material
difference
(146,925)
Similar with
general
transactions
No material
difference
(156,541)
Notes/accounts Notes/accounts receivable (payable)
Percentage of total
notes/accounts
receivable (payable)
3
1
1
Footnote

Balance
195,252)
(146,925)
(156,541)

196

Innolux Corporation and Subsidiaries

Receivables from related parties reaching $100 million or 20% of paid-in capital or more December 31, 2016

Table 4

December 31, 2016
Table 4
Creditor
Counterparty
Relationship
with the counterparty
Innolux Corporation
Hon Hai Precision Industry Co., Ltd.
Same major stockholder
Innolux Corporation
Honfujin Precision Electronics
(Chongqing) Co., Ltd.
An indirect wholly-owned
subsidiary of Hon Hai
Precision Industry Co., Ltd.
Innolux Corporation
Hongfutai Precision Electrons (Yantai)
Co., Ltd.
An indirect wholly-owned
subsidiary of Hon Hai
Precision Industry Co., Ltd.
Innolux Corporation
Hongfujin Precision Industry (Yantai)
Co., Ltd.
An indirect wholly-owned
subsidiary of Hon Hai
Precision Industry Co., Ltd.
Innolux Corporation
Competition Team Technology (India)
Private Limited
An indirect wholly-owned
subsidiary of Hon Hai
Precision Industry Co., Ltd.
Innolux Corporation
Foshan Innolux Optoelectronics Ltd.
An indirect wholly-owned
subsidiary
Innolux Corporation
Innolux Optoelectronics Japan Co., Ltd.
A subsidiary of the
Company
Innolux Corporation
eCMMS Precision Singapore Pte.Ltd.
An indirect wholly-owned
subsidiary of Hon Hai
Precision Industry Co., Ltd.
Ningbo Innolux Optoelectronics Ltd. Leadtek Global Group Limited
A subsidiary of the
Company
Ningbo Innolux Optoelectronics Ltd. Ningbo Innolux Display Ltd.
An indirect wholly-owned
subsidiary
Ningbo Innolux Display Ltd.
Lakers Trading Ltd.
An indirect wholly-owned
subsidiary
Ningbo Innolux Display Ltd.
Ningbo Innolux Optoelectronics Ltd.
An indirect wholly-owned
subsidiary
Nanjing Innolux Optoelectronics Ltd. Innolux Hong Kong Ltd.
An indirect wholly-owned
subsidiary
Shanghai Innolux Optoelectronics
Ltd.
Innolux Hong Kong Ltd.
An indirect wholly-owned
subsidiary
Foshan Innolux Optoelectronics Ltd. Lakers Trading Ltd.
An indirect wholly-owned
subsidiary
Balance as at December
31, 2016
$ 7,605,574
563,698
445,861
367,210
317,648
218,893
151,853
118,971
15,769,351
1,406,162
3,392,000
233,397
5,421,971
1,756,905
13,598,180
Turnover
rate
2.03
$ 3.79

2.69

3.95

4.13

0.09

13.89

8.79

1.04

1.61

1.67

3.06

1.82
5.18

2.61
Overdue receivables
Amount
Action taken
409,768 Subsequent collection
168,958 Subsequent collection
93,043 Subsequent collection
-
-
-
-
-
-
-
-
17,450 Subsequent collection
9,358,075 Subsequent collection
380,541 Subsequent collection
-
-
-
-
3,474,006 Subsequent collection
-
-

213,896 Subsequent collection
Expressed in thousands of NTD
(Except as otherwise indicated)
Amount collected
subsequent to the
balance sheet date
Allowance for
doubtful accounts
$ 716,810 $ -
92,347
-
175,940
-
117,991
-
54,829
-
-
-
-
-
-
-
2,902,573
-
946,047
-
2,380,978
-
191,610
-
1,064,446
-
1,238,852
-
5,482,509
-
$












$ -
-
-
-
-
-
-
-
-
-
-
-
-
-
-

197

Creditor
Counterparty
Relationship
with the counterparty
Foshan Innolux Optoelectronics Ltd. Foxconn Precision Electronics (YanTai)
Co., Ltd.
An indirect wholly-owned
subsidiary of Hon Hai
Precision Industry Co., Ltd.
Foshan Innolux Optoelectronics Ltd. Yantai Fuhuada Precision Electronics
Co., Ltd.
An indirect wholly-owned
subsidiary of Hon Hai
Precision Industry Co., Ltd.
Foshan Innolux Optoelectronics Ltd. Premier Image Technology (China) Ltd. An indirect wholly-owned
subsidiary of Hon Hai
Precision Industry Co., Ltd.
Innocom Technology (Shenzhen)
Co., Ltd.
Foshan Innolux Optoelectronics Ltd.
An indirect wholly-owned
subsidiary
Innocom Technology (Shenzhen)
Co., Ltd.
Lakers Trading Ltd.
An indirect wholly-owned
subsidiary
Innolux Hong Kong Ltd.
Nanjng Innolux Technology Ltd.
An indirect wholly-owned
subsidiary
Balance as at December
31, 2016
$ 1,214,351
478,034
233,414
245,026
674,949
337,685
Turnover
rate
0.31
$ 0.89
0.89
1.24
-
2.31
Overdue receivables
Amount
Action taken
-
-

-
-
-
-
-
-
594,521 Subsequent collection
-
-
Amount collected
subsequent to the
balance sheet date
$ 95,700
1,396
-
245,026
-
182,183
Allowance for
doubtful accounts
$
$ -
-
-
-
-
-

198

Innolux Corporation and Subsidiaries

Table 5

Expressed in thousands of NTD

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

(Except as otherwise indicated)

Number
Company name
Counterparty
0
Innolux Corporation
Innolux Hong Kong Ltd.
0
Innolux Corporation
Innolux Hong Kong Ltd.
0
Innolux Corporation
Innolux Hong Kong Ltd.
0
Innolux Corporation
Innolux Optoelectronics Europe B.V.
0
Innolux Corporation
Innolux Optoelectronics Japan Co., Ltd.
0
Innolux Corporation
Innolux Optoelectronics Japan Co., Ltd.
0
Innolux Corporation
Innolux Optoelectronics USA, Inc.
0
Innolux Corporation
Innolux Technology USA Inc.
0
Innolux Corporation
Lakers Trading Ltd.
0
Innolux Corporation
Lakers Trading Ltd.
0
Innolux Corporation
Lakers Trading Ltd.
0
Innolux Corporation
Leadtek Global Group Limited
0
Innolux Corporation
Leadtek Global Group Limited
0
Innolux Corporation
Foshan Innolux Optoelectronics Ltd.
0
Innolux Corporation
Nanjing Innolux Optoelectronics Ltd.
0
Innolux Corporation
Ningbo Innolux Display Ltd.
1
Shanghai Innolux Optoelectronics Ltd.
Lakers Trading Ltd.
1
Shanghai Innolux Optoelectronics Ltd.
Nanjing Innolux Optoelectronics Ltd.
1
Shanghai Innolux Optoelectronics Ltd.
Innolux Hong Kong Ltd.
1
Shanghai Innolux Optoelectronics Ltd.
Innolux Hong Kong Ltd.
2
Foshan Innolux Optoelectronics Ltd.
Lakers Trading Ltd.
2
Foshan Innolux Optoelectronics Ltd.
Lakers Trading Ltd.
3
Nanjing Innolux Optoelectronics Ltd.
Innolux Hong Kong Ltd.
3
Nanjing Innolux Optoelectronics Ltd.
Innolux Hong Kong Ltd.
Relationship
(Note A)
General ledger account
1
Sales
$ 1
Processing expense
1
Accrued expenses
1
Sales
1
Sales
1
Accounts receivable
1
Sales
1
Sales
1
Sales
1
Processing expense
1
Accrued expenses
1
Processing expense
1
Accrued expenses
1
Accounts receivable
1
Sales
1
Sales
3
Processing revenue
3
Sales
3
Processing revenue
3
Accounts receivable
3
Processing revenue
3
Accounts receivable
3
Processing revenue
3
Accounts receivable
Transaction
Amount
1,341,129
17,621,556
(7,545,137)
110,182
2,017,948
151,853
541,547
949,933
6,392,974
53,116,567
( 21,652,362)
19,102,050
(19,136,288)
218,893
141,437
242,518
7,349,948
520,147
4,550,697
1,756,905
28,261,854
13,598,180
12,061,738
5,421,971
Transaction (Note C)
Transaction terms
(Note B)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Percentage of consolidated
total operating revenues or
total assets
-
6
2
-
1
-
-
-
2
19
6
7
5
-
-
-
3
-
2
-
10
4
4
1

199

Number
Company name
Counterparty
4
Innocom Technology (Shenzhen) Co.,
Ltd.
Ningbo Innolux Display Ltd.
4
Innocom Technology (Shenzhen) Co.,
Ltd.
Nanjing Innolux Optoelectronics Ltd.
4
Innocom Technology (Shenzhen) Co.,
Ltd.
Foshan Innolux Optoelectronics Ltd.
4
Innocom Technology (Shenzhen) Co.,
Ltd.
Foshan Innolux Optoelectronics Ltd.
4
Innocom Technology (Shenzhen) Co.,
Ltd.
Lakers Trading Ltd.
5
Ningbo Innolux Technology Ltd.
Leadtek Global Group Limited
5
Ningbo Innolux Technology Ltd.
Ningbo Innolux Display Ltd.
6
Ningbo Innolux Optoelectronics Ltd.
Leadtek Global Group Limited
6
Ningbo Innolux Optoelectronics Ltd.
Leadtek Global Group Limited
6
Ningbo Innolux Optoelectronics Ltd.
Ningbo Innolux Display Ltd.
6
Ningbo Innolux Optoelectronics Ltd.
Ningbo Innolux Display Ltd.
7
Ningbo Innolux Display Ltd.
Lakers Trading Ltd.
7
Ningbo Innolux Display Ltd.
Lakers Trading Ltd.
7
Ningbo Innolux Display Ltd.
Ningbo Innolux Optoelectronics Ltd.
7
Ningbo Innolux Display Ltd.
Ningbo Innolux Optoelectronics Ltd.
8
Innolux Technology Japan Co., Ltd.
Innolux Hong Kong Ltd.
9
Innolux Technology Europe B.V.
Innolux Hong Kong Ltd.
10
Innolux Hong Kong Ltd.
Nanjng Innolux Technology Ltd.
10
Innolux Hong Kong Ltd.
Nanjng Innolux Technology Ltd.
11
Lakers Trading Ltd.
Ningbo Innolux Electronics Ltd.
Relationship
(Note A)
General ledger account
3
Sales
$ 3
Sales
3
Sales
3
Accounts receivable
3
Accounts receivable
3
Processing revenue
3
Sales
3
Processing revenue
3
Accounts receivable
3
Sales
3
Accounts receivable
3
Processing revenue
3
Accounts receivable
3
Sales
3
Accounts receivable
3
Service revenue
3
Service revenue
3
Sales
3
Accounts receivable
3
Sales
Transaction
Amount
379,223
103,908
303,347
245,026
674,949
267,762
132,817
17,344,095
15,769,351
4,965,960
1,406,162
17,174,029
3,392,000
714,999
233,397
318,599
649,856
844,345
337,685
131,339
Transaction (Note C)
Transaction terms
(Note B)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Percentage of consolidated
total operating revenues or
total assets
-
-
-
-
-
-
-
6
4
2
-
6
1
-
-
-
-
-
-
-

Note A: 1. The parent company to the subsidiary.

3. The subsidiary to the subsidiary.

Note B: Except for no comparable transactions from related parties, sales prices were similar to non-related parties transactions and the collection period was 30~120 days; the purchases from related parties were at market prices and payment term was 30~120 days upon receipt of goods.

Note C: Amount disclosure standard: purchases, sales and receivables from related parties in excess of $100 million or 20% of capital.

200

Innolux Corporation and Subsidiaries

Information on investees

Table 6

For the year ended December 31, 2016

Expressed in thousands of NTD

Table 6 Expressed in thousands of NTD Expressed in thousands of NTD
Investor
Investee
Location
Main business
activities

Innolux Corporation
Bright Information Holding Ltd.
Hong Kong Investment holdings

Innolux Corporation
Golden Achiever International
Ltd.
BVI
Investment holdings
Innolux Corporation
Innolux Holding Ltd.
Samoa
Investment holdings
Innolux Corporation
Keyway Investment
Management Limited
Samoa
Investment holdings
Innolux Corporation
Landmark International Ltd.
Samoa
Investment holdings
Innolux Corporation
Toppoly Optoelectronics (B.V.I.)
Ltd.
BVI
Investment holdings
Innolux Corporation
Innolux Hong Kong Holding Ltd. Hong Kong Investment holdings
Innolux Corporation
Leadtek Global Group Limited
BVI
Distributor company

Innolux Corporation
Yuan Chi Investment Co., Ltd.
Taiwan
Investment company
Innolux Corporation
InnoJoy Investment Corporation
Taiwan
Investment company
Innolux Corporation
Innolux Optoelectronics Europe
B.V.
Netherlands Importing, exporting, buying,
selling and logistics services
of electronic equipment and
TFT-LCD monitors
Innolux Corporation
Innolux Optoelectronics Japan
Co., Ltd.
Japan
Researching, manufacturing
and selling of the film
transistor liquid crystal
display
Innolux Corporation
Ampower Holding Ltd.
Cayman
Investment holdings
Innolux Corporation
Jetronics International Corp.
Samoa
Investment holdings
Innolux Corporation
FI Medical Device
Manufacturing Co., Ltd.
Taiwan
Production and selling
of the absorption for
medical element
Innolux Corporation
iZ3D, Inc.
USA
Research and development
and sale of 3D flat monitor
Innolux Corporation
Chi Mei Lighting Technology
Corporation
Taiwan
Manufacturing of electronic
equipment and lighting
equipment
Initial investment amount
Balance as at
December
31, 2016
Balance as at
December
31, 2015
$ 119,724 $ 119,724
119,106
119,106
7,858,300
7,858,300
197,554
197,554
33,438,542
33,438,542
3,674,115
3,596,307
2,107,291
2,107,291
- -
1,217,235
1,217,235
1,674,054
1,674,054
121,941
121,941
1,335,486
1,335,486
1,717,714
1,717,714
-
86,149
73,500
73,500
-
-
819,312
819,312
Shares held a
Number of shares
Shares held a s at December 31, 2016
Book value
$ 103,372
61,422
18,523,142
257,392
45,894,168
6,717,191
3,341,269
322,973)
922,529
1,246,809
125,531
1,548,673
870,941
-
451,943
-
-
(Except as otherwise indicated)
Net profit (loss)
of the investee
for the year
ended
December 31,
2016
Investment
income (loss)
recognised by the
Company for the
year ended
December 31,
2016
($ 6,715) ($ 6,715)
149
766
136,022
156,597
46,660
46,660
3,833,333
3,856,508
426,811
426,093
581,552
586,288
( 94,225) ( 94,225)
( 167,476) ( 167,476)
( 76,420) ( 76,420)
221
221
34,739
34,739
24,266
12,133
-
66,624
750,982
319,420
-
-
-
-

Footnote

Ownership
(%)
100
100
100
100
100
100
100
100 (
100
100
100
100
50
-
49
35
33

of the investee

















for the year
ended
December 31,
2016
($ 6,715)
149
136,022
46,660
3,833,333
426,811
581,552
( 94,225)
( 167,476)
( 76,420)
221
34,739
24,266
-
750,982
-
-

Company for the

year ended
December 31,
2016
($ 6,715)

766

156,597

46,660

3,856,508

426,093

586,288
( 94,225)
( 167,476)
( 76,420)

221

34,739

12,133

66,624

319,420

-

-
$
4,910,000

40,250

246,768,185

5,656,410

709,450,000

146,847,000

1,158,844,000

50,000,000
-

167,405,392

180

80

14,062,500

-

7,350,000

4,333

78,195,856

201

Investor
Investee
Location
Main business
activities
Innolux Corporation
GIO Optoelectronics Corp.
Taiwan
Manufacturing and selling of
components of TFT-LCD

Innolux Holding Ltd.
Rockets Holding Ltd.
Samoa
Investment holdings
Innolux Holding Ltd.
Suns Holding Ltd.
Samoa
Investment holdings
Innolux Holding Ltd.
Lakers Trading Ltd.
Samoa
Distributor company

Innolux Holding Ltd.
Innolux Corporation
USA
Distributor company
Toppoly Optoelectronics (B.V.I.)
Ltd.
Toppoly Optoelectronics
(Cayman) Ltd.
Cayman
Investment holdings
Innolux Hong Kong Holding Ltd. Innolux Optoelectronics Hong
Kong Holding Ltd.
Hong Kong Investment holdings

Innolux Hong Kong Holding Ltd. Innolux Hong Kong Ltd.
Hong Kong Distributor company

Innolux Hong Kong Holding Ltd. Innolux Technology Europe B.V. Netherlands Holding company and
R&D testing company
Innolux Hong Kong Holding Ltd. Innolux Technology Japan Co.,
Ltd.
Japan
R&D testing company
Innolux Hong Kong Holding Ltd. Innolux Technology USA Inc.
USA
Distributor company
Innolux Optoelectronics Europe
B.V.
Innolux Optoelectronics
Germany GmbH
Germany
Importing, exporting, buying,
selling and logistics services
of electronic equipment and
TFT-LCD monitors
Innolux Optoelectronics Japan
Co., Ltd.
Innolux Optoelectronics USA,
Inc.
USA
Selling of electronic
equipment and computer
monitors
Rockets Holding Ltd.
Best China Investments Ltd.
Samoa
Investment holdings
Rockets Holding Ltd.
Mega Chance Investments Ltd.
Samoa
Investment holdings
Rockets Holding Ltd.
Magic Sun Ltd.
Samoa
Investment holdings
Rockets Holding Ltd.
Stanford Developments Ltd.
Samoa
Investment holdings
Rockets Holding Ltd.
Nets Trading Ltd.
Samoa
Investment company
Suns Holding Ltd.
Warriors Technology
Investments Ltd.
Samoa
Investment company
Innolux Technology Europe B.V. Innolux Technology Germany
GmbH
Germany
Testing and
maintenance company
Best China Investments Ltd.
Asiaward Investment Ltd.
Hong Kong Investment holdings
Mega Chance Investments Ltd.
Main Dynasty Investment Ltd.
Hong Kong Investment holdings
Magic Sun Ltd.
Sun Dynasty Development Ltd.
Hong Kong Investment holdings
Yuan Chi Investment Co., Ltd.
Chi Mei Lighting Technology
Corporation
Taiwan
Trading business,
manufacturing of electronic
equipment and lighting
equipment
Initial investment amount
Balance as at
December
31, 2016
Balance as at
December
31, 2015
$ 800,892 $ 800,892
7,296,530
7,296,530
555,422
555,422
- -
6,348
6,348
3,650,192
3,572,384
- -
- -
3,073,072
3,073,072
1,815,603
1,815,603
263,685
263,685
10,324
10,324
2,400
2,400
314,740
314,740
573,940
573,940
1,146,370
1,146,370
5,391,125
5,391,125
27,477
27,477
555,422
555,422
33,735
33,735
314,740
314,740
573,940
573,940
1,146,370
1,146,370
263,812
263,812
Shares held a
Number of shares
Shares held a s at December
$


14,812,705

226,504,550

18,177,052

1

2,000

146,817,000

162,897,802

35,000,000

375,810

201

1,000

250

1,000

10,000,001

18,000,000

38,000,001

164,000,000

900,001

18,177,052

100,000

77,830,001

139,623,801

295,969,001

19,673,402

202

Investor
Investee
Yuan Chi Investment Co., Ltd.
GIO Optoelectronics Corp.
Yuan Chi Investment Co., Ltd.
TOA Optronics Corporation
Location
Main business
activities
Taiwan
Manufacturing and selling of
components of TFT-LCD

Taiwan
Selling electronic materials,
trading business,
manufacturing of electronic
equipments and lighting
equipments
Initial
investment
amount
Balance as at
December
31, 2016
$ 6,881
423,606
Shares held as
at December
31, 2016
Balance as at
December
31, 2015

$ 6,881
423,606
Net profit (loss)
of the investee
for the year
ended December
31, 2016


f
Number of shares

109,021
58,007,000
Investment
income
(loss)
recognised
by the
Company
or the year
ended
December
31, 2016
Ownership
(%)
-

40
Footnote
Book value
$ 790 $ 89,366 (
Investor
42,915 $ 202,512) (
Investee
77
221,005)
Location

$ $

203

Innolux Corporation and Subsidiaries

Information on investments in Mainland China For the year ended December 31, 2016

Table 7
Investee in Mainland
China
Main business activities
Innocom Technology
(Shenzhen) Co., Ltd.
Manufacturing and selling
of LCD backend module
and related components

OED Company
Manufacturing and selling
of electronic paper
Ningbo Innolux
Optoelectronics Ltd.
Manufacturing and selling
of LCD backend module
and related components
Ningbo Innolux
Technology Ltd.
Manufacturing and selling
of LCD backend module
and related components
Foshan Innolux
Optoelectronics Ltd.
Manufacturing and selling
of LCD backend module
and related components
Ningbo Innolux
Display Ltd.
Manufacturing and selling
of LCD backend module
and related components
Nanjng Innolux
Technology Ltd.
Purchases and sales of
monitor-related
components company
Kunpal Optoelectronics
Ltd.
Glass thinning processing
service
VAP Optoelectronics
(Nanjing) Corp.
Manufacturing and selling
of LCD backend module
and related components
Nanjing Innolux
Optoelectronics Ltd.
Manufacturing and selling
of LCD backend module
and related components
Ningbo Innolux
Logistics Ltd.
Warehousing services
Paid-in capital
(Note A)
$ 5,289,000
298,972
9,997,500
4,192,500
12,351,750
967,500
67,725
129,000
325,725
4,579,500
129,000
Investment
method
(Note C)
2
2
2
2
2
2
2
2
2
2
2
Accumulated
amount of
remittance from
Taiwan to
Mainland China
as of January 1,
2016


$ 4,092,903
64,500
237,523
4,192,500
12,351,750
967,500
67,725
121,965
122,550
4,579,500
129,000
Amount remitted from
Taiwan to Mainland
China/Amount remitted
back to Taiwan for the
year ended December 31,
2016
Accumulated
amount of
remittance from
Taiwan to
Mainland China
as of December
31, 2016
Remitted to
Mainland
China
Remitted back to Taiwan
$ - $ - $ 4,092,903
-
-
64,500
-
-
237,523
-
-
4,192,500
-
-
12,351,750
-
-
967,500
-
-
67,725
-
-
121,965
-
-
122,550
-
-
4,579,500
-
-
129,000
Net income of
investee for the
year ended
December 31,
2016
$ 14,721
( 117,377)
1,348,182
-
2,031,410
451,215
( 9,041)
( 1,546)
149
437,398
38,371
Ownership
held by the
Company
(direct or
indirect)
100
4
100
100
100
100
100
100
100
100
100
Investment
income (loss)
recognised by the
Company for the
year ended
December 31,
2016
(Note B)
$ 14,721
-
1,348,182
( 51,415)
2,033,936
502,631
( 9,041)
( 1,546)
149
437,398
38,371
Expressed in thousands of NTD
(Except as otherwise indicated)
Book value of
investments in
Mainland
China as of
December 31,
2016
Accumulated
amount of
investment
income
remitted back
to Taiwan as of
December 31,
2016
$ 12,191,617 $ 1,196,097
11,488
-
21,809,352
5,567,477
-
-
20,190,825
-
3,928,808
-
548,960
-
64,129
-
61,018
-
6,104,421
-
181,751
-
Footnote
$ 2.1
2.1
2.2
2.2
2.8
2.2
2.2
2.8
2.3
2.3
2.4
2.3
2.6

204

Investee in Mainland
China
Main business activities
Shanghai Innolux
Optoelectronics Ltd.
Manufacturing and selling
of LCD backend module
and related components

Foshan Innolux
Logistics Ltd.
Warehousing services
Amlink (Shanghai) Ltd. Manufacturing and selling
of power supply, modem,
ADSL, and other IT
equipments
Interface
Optoelectronics
(Shenzhen) Co., Ltd.
Development of new type
of flat panel display,
monitor and peripherals,
production and
management, and offer of
after-sales service
Ningbo Innolux
Electronics Ltd.
Manufacturing and selling
of LCD backend module
and related components
Foshan Innolux Flnet
Electronics Ltd.
Commodity agency
Ningbo Innolux Flnet
Electronics Ltd.
Commodity agency
Ceiling on investments in Mainland China:
Paid-in capital
(Note A)
$ 677,250
48,375
258,000
3,102,450
139,470
4,649
4,649
Investment
method
(Note C)
2
2
2
2
3
3
3
Accumulated
amount of
remittance from
Taiwan to
Mainland China
as of January 1,
2016


$ -
48,375
322,500
435,375
-
-
-
Amount remitted from
Taiwan to Mainland
China/Amount remitted
back to Taiwan for the
year ended December 31,
2016
Accumulated
amount of
remittance from
Taiwan to
Mainland China
as of December
31, 2016
Remitted to
Mainland
China
Remitted back to Taiwan
$ - $ - $ -
-
-
48,375
-
-
322,500
-
-
435,375
-
-
-
-
-
-
-
-
-
Net income of
investee for the
year ended
December 31,
2016
$ 295,151
8,289
22,597
38,027
110,209
( 1)
( 311)
Ownership
held by the
Company
(direct or
indirect)
100
100
50
13
100
100
100
Investment
income (loss)
recognised by the
Company for the
year ended
December 31,
2016
(Note B)
$ 295,151
8,289
11,299
-
110,209
( 1)
( 311)
Book value of
investments in
Mainland
China as of
December 31,
2016

$ 1,253,619
70,731
199,222
3,705,750
244,877
4,648
4,351
Accumulated
amount of
investment
income
remitted back
to Taiwan as of
December 31,
2016
$ -
-
-
-
-
-
-
Footnote
$ $ 3
2.6
2.7
2.1
3.1
3.2
3.2
Company name
Innolux Corporation
Accumulated amount of remittance from
Taiwan to Mainland China as of December
31, 2016
$ 29,238,867
Investment amount approved by the
Investment Commission of the Ministry
of Economic Affairs (MOEA)
$ 38,733,112
Investment amount approved by the
Investment Commission of the Ministry
of Economic Affairs (MOEA)
$ 38,733,112
Investment amount approved by the
Investment Commission of the Ministry
of Economic Affairs (MOEA)
$ 38,733,112
Investment amount approved by the
Investment Commission of the Ministry
of Economic Affairs (MOEA)
$ 38,733,112
$
$

Note A: The relevant figures were listed in NT$. Where foreign currencies were involved, the figures were converted to NT$ using exchange rate. Note B: Profit or loss recognised for the year ended December 31, 2016 was audited by independent accountants. Note C: The investment methods are as follows:

  1. Directly investing in Mainland China.

  2. Through investing in companies in the third area, which then invested in the investee in Mainland China.

  3. 2.1. Through investing in Innolux Holding Ltd. in the third area, which then invested in the investee in Mainland China.

  4. 2.2. Through investing in Landmark International Ltd. in the third area, which then invested in the investee in Mainland China.

205

  • 2.3. Through investing in Toppoly Optoelectronics (B.V.I) Ltd. in the third area, which then invested in the investee in Mainland China.

  • 2.4. Through investing in Golden Achiever International Ltd. in the third area, which then invested in the investee in Mainland China.

  • 2.5. Through investing in Innolux Hong Kong Holding Ltd. in the third area, which then invested in the investee in Mainland China.

  • 2.6. Through investing in Keyway Investment Management Limited in the third area, which then invested in the investee in Mainland China.

  • 2.7. Through investing in Ampower Holding Ltd. in the third area, which then invested in the investee in Mainland China.

  • 2.8. Ningbo Innolux Display Ltd. acquired Ningbo Innolux Technology Ltd. by merger, and approved by the Investment Commission of the Ministry of Economic Affairs in November 2016.

  • Others.

  • 3.1. The company invested in the company via investee company in Mainland China, Ningbo Innolux Display Ltd. Except for the investment via the holding companies in Mainland China, other investments shall be not approved by Investment Commission of the Ministry of Economic Affairs

  • 3.2 The company invested via Foshan Innolux Optoelectronics Ltd. and Ningbo Innolux Optoelectronics Ltd. which are the company investment entities in Mainland China to invest in Foshan Innolux Flnet Electronics Ltd. and Ningbo Innolux Flnet Electronics Ltd. Except for the investment via the holding companies in Mainland China, other investments shall be not approved by Investment Commission of the Ministry of Economic Affairs.

206

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Shareholders of Innolux Co., Ltd.

Opinion

We have audited the accompanying parent company only balance sheets of Innolux Corporation (the “Company”) as at December 31, 2016 and 2015, and the related parent company only statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the parent company only financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the parent company only financial position of the Company as at December 31, 2016 and 2015, and its parent company only financial performance and its parent company only cash flows for the years then ended in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers”.

Basis for opinion

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

Key audit matters

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

Valuation and impairment of goodwill and property, plant and equipment

Description

For details of the impairment valuation of goodwill and property, plant and equipment, please refer to Note 6(11). As of December 31, 2016, goodwill and property, plant and equipment amounted to NT$17,096,628 thousand and NT$170,150,592 thousand, respectively.

Innolux Corporation estimates future cash flows based on appropriate discount rates. In determining whether goodwill and property, plant and equipment may be impaired, the recoverable amount of the

207

cash generating unit is measured based on how assets are utilized, duration years of assets and projected income and expenses in the future. The estimate involves several assumptions such as determination of discount rates, expected growth rate and future financial projections. As these estimates are dependent upon significant management judgement, we consider management’s assessment of impairment of goodwill and property, plant and equipment a key audit matter.

How our audit addressed the matter

We assessed the key assumptions used by management in estimating expected future cash flows, including the reasonableness of expected operating revenue, gross profit, changes in expenses, and the basic assumptions applied in expected future cash flows. We also examined the parameters of discount rates, including the risk-free rate of return on equity capital, the risk factor of the industry and the rate of return on similar investments in the market.

Additions to property, plant and equipment

Description

The Company’s capital expenditures increased with its operational growth. In 2016, property, plant and equipment increased by NT$41,145,085 thousand, which was 11% of total assets of the Company. For details of property, plant and equipment, please refer to Notes 6(9) and (28). As the amount of property, plant and equipment is material, we identified the additions to property, plant and equipment a key audit matter.

How our audit addressed the matter

We assessed and tested the effectiveness of internal controls related to additions to property, plant and equipment, including sampling and checking purchase orders and invoices as to whether the transactions have been approved appropriately and the correctness of the recorded amounts. We also checked the related receipts or acceptance documents to ensure that additions are recognized in appropriate period. In addition, through sampling method, we conducted physical inspection of certain assets to confirm that the purchased items exist.

Estimation of significant disaster insurance claim

Description

As described in Note 10, some of the Company’s inventory, building and equipment were damaged during the earthquake in Kaohsiung, Taiwan on February 6, 2016. The Company is in the process of claiming insurance for the damages. The determination of the claim amount involves critical accounting judgements and estimates by the management, including the list of losses incurred which are covered by insurance and evaluation of replacement cost. Given the significance of the claim, we consider the estimation of disaster insurance claim a key audit matter.

How our audit addressed the matter

Our procedures in relation to estimation of disaster insurance claim included:

  • E. Checking assets insurance contracts with the insurance company, and confirming whether the inventory, building and equipment damaged during the earthquake were covered by insurance;

  • F. Obtaining the claims list and damaged inventory, building and equipment list, and verifying the damaged inventory and building list, selecting samples and cross comparing the data for completeness and accuracy and checking the accuracy of accounting records and amount of disaster

208

loss;

  • G. Assessing the reasonableness of replacement cost of inventory, building and equipment which were estimated by management, selecting samples and verifying the estimates against original documents; and

  • H. Assessing the reasonableness of claim amount which was estimated by the management based on losses list and replacement cost.

Responsibilities of management and those charged with governance for the parent company only financial statements

Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers”, and for such internal control as management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.

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

Those charged with governance, including audit committee, are responsible for overseeing the Company’s financial reporting process.

Auditor’s responsibilities for the audit of the parent company only financial statements

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

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

  • A. Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

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

209

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

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

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

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

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

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

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

PricewaterhouseCoopers, Taiwan February 10, 2017

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

210

INNOLUX CORPORATION

PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2016 AND 2015

(Expressed in thousands of New Taiwan dollars)

Assets December31,2016
Notes
AMOUNT
6(1)
$ 20,927,609
6(2)
64,241
6(5)(6)
50,693,511
7
10,199,014
1,184,141
7
123,091
6(7)
18,897,916
878,510
6(1) and 8
-
35,797
103,003,830
6(3)
1,647,983
6(8)
79,845,787
6(9), 7 and 8
170,150,592
6(10)
573,425
6(11) and 8
18,375,538
6(26)
14,561,523
6(9) and 8
935,611
286,090,459
$ 389,094,289
(Continued)
December31,2015
AMOUNT
Current assets
1100
Cash and cash equivalents
1110
Financial assets at fair value
through profit or loss - current
1170
Accounts receivable, net
1180
Accounts receivable - related
parties
1200
Other receivables
1210
Other receivables - related parties
130X
Inventory
1410
Prepayments
1476
Other financial assets - current
1479
Other current assets
11XX
Total current assets
Non-current assets
1523
Available-for-sale financial assets
- non-current
1550
Investments accounted for under
equity method
1600
Property, plant and equipment
1760
Investment property, net
1780
Intangible assets
1840
Deferred income tax assets
1990
Other non-current assets
15XX
Total non-current assets
1XXX
Total assets
$ 35,279,610
81,858
45,755,129
2,904,753
872,255
377,364
24,546,126
705,456
1,400,856
3,001
111,926,408
1,944,917
81,315,320
163,921,697
680,503
19,264,025
15,722,814
3,263,937
286,113,213
$ 398,039,621

211

INNOLUX CORPORATION

PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2016 AND 2015

(Expressed in thousands of New Taiwan dollars)

Liabilities and Equity December31,2016
Notes
AMOUNT
6(12)
$ 11,583,750
6(2)
734,915
29,250,025
7
50,320,414
7
20,188,656
6(26)
577,254
6(16) and 9
3,765,234
6(13)
16,381,686
1,124,978
133,926,912
6(13)
28,128,467
6(26)
672,971
6(14)
359,576
29,161,014
163,087,926
6(17)
99,521,488
6(18)
99,647,810
6(19)
3,758,507

26,497,362
6(20)
(
3,418,804)
226,006,363
$ 389,094,289
December31,2015
AMOUNT
Current liabilities
2100
Short-term borrowings
2120
Financial liabilities at fair value
through profit or loss - current
2170
Accounts payable
2180
Accounts payable - related parties
2200
Other payables
2230
Current income tax liabilities
2250
Provisions - current
2320
Long-term liabilities, current
portion
2399
Other current liabilities
21XX
Total current liabilities
Non-current liabilities
2540
Long-term borrowings
2570
Deferred income tax liabilities
2670
Other non-current liabilities
25XX
Total non-current liabilities
2XXX
Total liabilities
Equity
3110
Share capital - common stock
3200
Capital surplus
Retained earnings
3310
Legal reserve
3350
Unappropriated retained earnings
3400
Other equity interest
3XXX
Total equity
3X2X
Total liabilities and equity
$ -
53,921
27,731,035
45,433,862
24,387,687
902,134
5,551,759
16,361,238
835,806
121,257,442
43,629,968
514,094
373,394
44,517,456
165,774,898
99,532,372
99,643,564
2,676,947
27,661,503
2,750,337
232,264,723
$ 398,039,621

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

212

INNOLUX CORPORATION

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015

(Expressed in thousands of New Taiwan dollars, except for earning per share amonuts)

Items YearendedDecember31
2016
2015
Notes
AMOUNT
AMOUNT
7
$ 285,695,113
$ 360,638,133
6(7)(24) and 7
(
270,841,149) (
326,925,887)
14,853,964
33,712,246
6(24)
(
943,819) (
1,167,637)
(
3,052,097) (
3,183,374)
(
10,344,969) (
13,534,326)
(
14,340,885) (
17,885,337)
513,079
15,826,909
6(21)
1,905,334
1,301,865
6(22)
(
3,078,900) (
7,842,919)
6(23)
(
850,007) (
1,310,112)
5,171,418
5,833,198
3,147,845
(
2,017,968)
3,660,924
13,808,941
6(26)
(
1,790,237) (
2,993,347)
$ 1,870,687
$ 10,815,594
6(14)
$ 44,027
($ 195,939)
6(26)
(
7,485)
33,309
36,542
(
162,630)
(
5,708,026) (
1,392,086)
355,619
(
1,149,260)
6(4)
-
(
297,675)
6(20)
(
722,679)
3,420,038
6(26)
(
113,457)
118,551
(
6,188,543)
699,568
($ 6,152,001)
$ 536,938
($ 4,281,314)
$ 11,352,532
6(27)
$ 0.19
$ 1.09
$ 0.19
$ 1.07
4000
Sales revenue
5000
Operating costs
5900
Net operating margin
Operating expenses
6100
Selling expenses
6200
General and administrative expenses
6300
Research and development expenses
6000
Total operating expenses
6900
Operating profit
Non-operating income and expenses
7010
Other income
7020
Other gains and losses
7050
Finance costs
7070
Share of profit of subsidiaries,
associates and joint ventures
accounted for under equity method
7000
Total non-operating income and
expenses
7900
Profit before income tax
7950
Income tax expense
8200
Profit for the year
Other comprehensive (loss) income
(net)
Components of other comprehensive
income (loss) that will not be
reclassified to profit or loss
8311
Remeasurement of defined benefit
obligations
8349
Income tax relating to the
components of other comprehensive
income that will not be reclassified to
profit or loss
8310
Components of other
comprehensive income (loss) that
will not be reclassified to profit
or loss
Components of other comprehensive
(loss) income that will be reclassified
to profit or loss
8361
Financial statements translation
differences of foreign operations
8362
Unrealized gain (loss) on valuation of
available-for-sale financial assets
8363
Cash flow hedges
8380
Share of other comprehensive (loss)
income of subsidiaries, associates
and joint ventures accounted for
under equity method
8399
Income tax relating to the
components of other comprehensive
income that will be reclassified
8360
Components of other
comprehensive (loss) income that
will be reclassified to profit or
loss
8300
Other comprehensive (loss) income
for the year, net of tax
8500
Total comprehensive (loss) income for
the year
Earnings per share (in dollars)
9750
Basic earnings per share
9850
Diluted earnings per share

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

213

INNOLUX CORPORATION

PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015

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

2015
Balance at January 1, 2015
Appropriations of 2014 earnings (Note 1):

Legal reserve
Special reserve
Cash dividends
Cancellation of restricted stock to employees
Changes in restricted stock to employees
Compensation related to share-based payment

Changes in net equity of long-term equity investments
Changes in non-controlling interests
Profit for the year
Other comprehensive income for the year

Balance at December 31, 2015
2016
Balance at January 1, 2016
Appropriations of 2015 earnings (Note 2):

Legal reserve
Cash dividends
Cancellation of restricted stock to employees
Changes in restricted stock to employees
Compensation related to share-based payment

Changes in net equity of long-term equity investments
Profit for the year
Other comprehensive loss for the year

Balance at December 31, 2016
Notes Common stock Capital surplus RetainedEarnings RetainedEarnings Otherequityinterest Otherequityinterest Total
Legal reserve Special
reserve
Unappropriated
earnings
Financial
statements
translation
differences of
foreign
operations
Unrealized gain
(loss) on
available-for-sa
le financial
assets
Changes in
gain (loss)
on cash
flow
hedges
Employee
unearned
compensation
6(19)
6(15)
6(20)
6(19)
6(15)
6(20)
$ 99,545,364
-
-
-
(
12,992 )
-
-
-
-
-
-
$ 99,532,372
$ 99,532,372
-
-
(
10,884 )
-
-
-
-
-
$ 99,521,488
$ 99,584,369
-
-
-
12,992
(
3,760 )
22,740
27,185
38
-
-
$ 99,643,564
$ 99,643,564
-
-
10,884
(
4,068 )
-
(
2,570 )
-
-
$ 99,647,810
$ 509,272
2,167,675
-
-
-
-
-
-
-
-
-
$2,676,947
$ 2,676,947
1,081,560
-
-
-
-
-
-
-
$ 3,758,507
$ 1,144,229
-
( 1,144,229 )
-
-
-
-
-
-
-
-
$ -
$ -
-
-
-
-
-
-
-
-
$ -
$ 24,979,173
(
2,167,675 )
1,144,229
(
6,947,188 )
-
-
-
-
-
10,815,594
(
162,630 )
$27,661,503
$ 27,661,503
(
1,081,560 )
(
1,989,810 )
-
-
-
-
1,870,687
36,542
$26,497,362
$ 3,082,948
-
-
-
-
-
-
-
-
-
( 1,387,654 )
$1,695,294
$ 1,695,294
-
-
-
-
-
-
-
( 5,735,702 )
($4,040,408 )
($ 1,259,847 )
-
-
-
-
-
-
-
-
-
2,334,292
$1,074,445
$ 1,074,445
-
-
-
-
-
-
-
(
452,841 )
$ 621,604
$ 247,070
-
-
-
-
-
-
-
-
-
( 247,070 )
$ -
$ -
-
-
-
-
-
-
-
-
$ -
($ 142,515 )
-
-
-
-
2,411
120,702
-
-
-
-
($ 19,402 )
($ 19,402 )
-
-
-
4,142
15,260
-
-
-
$ -
$ 227,690,063
-
-
(
6,947,188 )
-
(
1,349 )
143,442
27,185
38
10,815,594
536,938
$232,264,723
$ 232,264,723
-
(
1,989,810 )
-
74
15,260
(
2,570 )
1,870,687
(
6,152,001 )
$226,006,363

Note 1: Employees' bonus accrued at $1,436,187 had been deducted from the statement of comprehensive income for the year ended December 31, 2014.

Note 2: Employee's compensation and directors' and supervisors' remuneration accrued at $734,524 and $5,000 had been deducted from the statement of comprehensive income for the year ended December 31, 2015, respectively.

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

214

INNOLUX CORPORATION

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax for the year
Adjustments
Adjustments to reconcile profit (loss)
Depreciation and amortization
Compensation related to share-based payment
Share of profit of subsidiaries and associates accounted
for under equity method
Loss on disposal of investments
Loss on disposal of property, plant and equipment
Impairment loss
Interest income
Dividend income
Interest expense
Unrealized foreign exchange loss (gain)
Changes in operating assets and liabilities
Changes in operating assets
Financial assets/liabilities at fair value through profit
or loss
Accounts receivable
Accounts receivable - related parties
Other receivables
Inventories
Prepayments
Other current assets
Changes in operating liabilities
Derivative financial liabilities for hedging
Accounts payable
Accounts payable - related parties
Other payables
Provisions - current
Other current liabilities
Other non-current liabilities
Cash inflow generated from operations
Cash paid for income tax
Net cash flows from operating activities
Notes
2016
2015
$ 3,660,924
$ 13,808,941
6(24)
37,605,732
49,383,090
6(24)
15,260
143,442
(
5,171,418 ) (
5,833,198 )
6(22)
-
112,058
6(22)
35,222
100,841
6(22)
500,000
-
6(21)
(
131,151 ) (
144,282 )
6(21)
(
28,593 ) (
117,882 )
6(23)
831,360
1,607,782
4,725
(
148,786 )
698,611
(
580,500 )
(
4,938,382 )
23,103,020
(
7,294,261 )
3,162,905
1,378,266
(
178,584 )
4,715,867
3,392,039
(
173,054 ) (
143,809 )
(
32,796 )
9,541
-
(
299,026 )
1,518,990
(
6,000,745 )
4,886,552
(
39,736,875 )
(
3,435,134 )
4,001,150
(
1,786,525 )
2,418,270
289,172
(
577,572 )
(
5,678) (
17,734)
33,143,689
47,464,086
(
915,890) (
38,833)
32,227,799
47,425,253

(Continued)

215

INNOLUX CORPORATION

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM INVESTING ACTIVITIES
Decrease in other receivables - related parties
Proceeds from disposal of available-for-sale financial assets
Proceeds from capital reduction of available-for sale
financal assets
Acquisition of investment accounted for under equity
method
Proceeds from capital reduction of investments accounted
for under equity method
Acquisition of property, plant and equipment
Decrease in other financial assets
Proceeds from disposal of property, plant and equipment
Decrease in other non-current assets
Interest received
Dividends received
Cash inflow from incorporation of subsidiary
Net cash flows used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Increase (decrease) in short-term borrowings
Increase in long-term borrowings
Payment of long-term borrowings
Cash dividends paid
Repurchase from issuance of restricted stock to employees
Acquisition of subsidiary stock
Interest paid
Net cash flows used in financing activities
Net decrease in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
Notes
2016
2015
$ 254,273
$ 225,689

-
231,275
159,335
-
(
77,808 ) (
623,249 )
23,680
531,696
6(28)
(
42,155,612 ) (
21,096,240 )
1,519,807
810,198
7,778
42,240
31,437
329
135,099
138,837
255,289
141,053
-
11,874
(
39,846,722 ) (
19,586,298 )
11,579,025
(
1,300,000 )
822,702
68,100,131
(
16,440,000 ) (
106,427,892 )
6(19)
(
1,989,810 ) (
6,947,188 )
(
1,372 ) (
3,676 )
-
(
50 )
(
703,623 ) (
1,523,865 )
(
6,733,078 ) (
48,102,540 )
(
14,352,001 ) (
20,263,585 )
35,279,610
55,543,195
$ 20,927,609
$ 35,279,610

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

216

INNOLUX CORPORATION

NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015

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

HISTORY AND ORGANIZATION

  • (1) Innolux Corporation (the “Company”) was organized on January 14, 2003 under the Act for Establishment and Administration of Science Parks in Republic of China (R.O.C.). The Company was listed on the Taiwan Stock Exchange Corporation (the “TSEC”) in October 2006. The Company merged with TPO Displays Corporation and Chi Mei Optoelectronics Corporation on March 18, 2010, with the Company as the surviving entity.

  • (2) The Company engages in the research, development, design, manufacture and sales of TFT-LCD panels, modules and monitors of LCD, color filter, and low temperature poly-silicon TFT-LCD.

THE DATE OF AUTHORIZATION FOR ISSUANCE OF THE PARENT COMPANY ONLY FINANCIAL STATEMENTS AND PROCEDURES FOR AUTHORIZATION

These parent company only financial statements were authorized for issuance by the Board of Directors on February 10, 2017.

APPLICATION OF NEW STANDARDS, AMENDMENTS AND INTERPRETATIONS

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

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

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

follows:
New Standards,Interpretations andAmendments Effective Date by
International Accounting
StandardsBoard
Investment entities: applying the consolidation exception
(amendments to IFRS 10, IFRS 12 and IAS 28)
Accounting for acquisition of interests in joint operations
(amendments to IFRS 11)
IFRS 14,‘Regulatory deferral accounts’
Disclosure initiative (amendments to IAS 1)
Clarification of acceptable methods of depreciation and amortization
(amendments to IAS 16 and IAS 38)
Agriculture: bearer plants (amendments to IAS 16 and IAS 41)
Defined benefit plans: employee contributions (amendments to IAS 19R)
January 1, 2016
January 1, 2016
January 1, 2016
January 1, 2016
January 1, 2016
January 1, 2016
July 1, 2014

217

New Standards,Interpretations and Amendments Effective Date by
International Accounting
Standards Board
January 1, 2016
January 1, 2014
January 1, 2014
January 1, 2014
July 1, 2014
July 1, 2014
January 1, 2016
Equity method in separate financial statements (amendments to IAS 27)
Recoverable amount disclosures for non-financial assets
(amendments to IAS 36)
Novation of derivatives and continuation of hedge accounting
(amendments to IAS 39)
IFRIC 21, ‘Levies’
Annual improvements to IFRSs 2010-2012
Annual improvements to IFRSs 2011-2013
Annual improvements to IFRSs 2012-2014

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

─ Annual improvements to IFRSs 2010-2012 cycle IFRS 8, ‘Operating segments’

The standard is amended to require disclosure of judgments made by management in aggregating operating segments. This amendment also clarifies that a reconciliation of the total of the reportable segments’ assets to the entity’s assets is required only when segment asset is provided to chief operating decision maker regularly.

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

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

chief operating decision maker regularly.
IFRSs issued by IASB but not yet endorsed by the FSC
New standards, interpretations and amendments issued by IASB but not
as endorsed by the FSC effective from 2017 are as follows:
yet included in the IFRS
New Standards,Interpretations andAmendments Effective Date by
International Accounting
StandardsBoard
Classification and measurement of share-based payment transactions
(amendments to IFRS 2)
Applying IFRS 9, ‘Financial instruments’ with IFRS 4, ‘Insurance
contracts’ (amendments to IFRS 4)
IFRS 9, ‘Financial instruments’
Sale or contribution of assets between an investor and its associate or
joint venture (amendments to IFRS 10 and IAS 28)
IFRS 15, ‘Revenue from contracts with customers’
Clarifications to IFRS 15, ‘Revenue from contracts with customers’
(amendments to IFRS 15)
IFRS 16, ‘Leases’
Disclosure initiative (amendments to IAS 7)
Recognition of deferred tax assets for unrealised losses (amendments to
IAS 12)
January 1, 2018
January 1, 2018
January 1, 2018
To be determined by
International Accounting
Standards Board
January 1, 2018
January 1, 2018
January 1, 2019
January 1, 2017
January 1, 2017

218

New Standards,Interpretations andAmendments no significant impact to the
assessment.
Effective Date by
International Accounting
StandardsBoard
January 1, 2018
January 1, 2018
January 1, 2018
January 1, 2017
January 1, 2018
Except for the following, the above standards and interpretations have
Company financial condition and operating results based on the Company
A. IFRS 9, ‘Financial instruments’
Transfers of investment property (amendments to IAS 40)
IFRIC 22, ‘Foreign currency transactions and advance consideration’
Annual improvements to IFRSs 2014-2016 cycle-Amendments to IFRS
1, ‘First-time adoption of International Financial Reporting Standards’
Annual improvements to IFRSs 2014-2016 cycle-Amendments to IFRS
12, ‘Disclosure of interests in other entities’
Annual improvements to IFRSs 2014-2016 cycle-Amendments to IAS
28, ‘Investments in associates and joint ventures’
  • (a) Classification of debt instruments is driven by the entity’s business model and the contractual cash flow characteristics of the financial assets, which would be classified as financial asset at fair value through profit or loss, financial asset measured at fair value through other comprehensive income or financial asset measured at amortized cost. Equity instruments would be classified as financial asset at fair value through profit or loss, unless an entity makes an irrevocable election at inception to present in other comprehensive income subsequent changes in the fair value of an investment in an equity instrument that is not held for trading.

  • (b) The impairment losses of debt instruments are assessed using an ‘expected credit loss’ approach. An entity assesses at each balance sheet date whether there has been a significant increase in credit risk on that instrument since initial recognition to recognize 12-month expected credit losses (‘ECL’) or lifetime ECL (interest revenue would be calculated on the gross carrying amount of the asset before impairment losses occurred); or if the instrument that has objective evidence of impairment, interest revenue after the impairment would be calculated on the book value of net carrying amount (i.e. net of credit allowance). The Company shall always measure the loss allowance at an amount equal to lifetime expected credit losses for trade receivables that do not contain a significant financing component.

  • (c) The amended general hedge accounting requirements align hedge accounting more closely with an entity’s risk management strategy. Risk components of non-financial items and a group of items can be designated as hedged items. The standard relaxes the requirements for hedge effectiveness, removing the 80-125% bright line, and introduces the concept of ‘rebalancing’; while its risk management objective remains unchanged, an entity shall rebalance the hedged item or the hedging instrument for the purpose of maintaining the hedge ratio.

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

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

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

  • Step 1: Identify contracts with customer Step 2: Identify performance obligations in the contract(s)

  • Step 3: Determine the transaction price

  • Step 4: Allocate the transaction price to the performance obligation in the contract(s)

219

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

Further, IFRS 15 includes a set of comprehensive disclosure requirements that requires an entity to disclose sufficient information to enable users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers.

  • C. Amendments to IFRS 15, ‘Clarifications to IFRS 15, Revenue from Contracts with Customers’ The amendments clarify how to identify a performance obligation (the promise to transfer goods or services to a customer) in a contract; determine whether a company is a principal (the provider of goods or services) or an agent (responsible for arranging for the goods or services to be provided); and determine whether the revenue from granting a license should be recognized at a point in time or a period of time. In addition to the clarifications, the amendments include two additional reliefs to reduce cost and complexity for a company when it first applies the new Standard.

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

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

  • E. IFRS 16, ‘Leases’

IFRS 16, ‘Leases’, replaces IAS 17, ‘Leases’ and related interpretations and SICs. The standard requires lessees to recognize a 'right-of-use asset' and a lease liability (except for those leases with terms of less than 12 months and leases of low-value assets). Lessor accounting still uses the dual classification approach: operating leases and finance leases, and only increases the related disclosures.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

  • (1) Compliance statement

These parent company only financial statements are prepared by the Company in accordance with the “Rules Governing the Preparation of Financial Statements by Securities Issuers.

  • (2) Basis of preparation

  • A. Except for the following items, these parent company only financial statements have been prepared under the historical cost convention:

    • (a) Financial assets and financial liabilities (including derivative instruments) at fair value through profit or loss.

    • (b) Available-for-sale financial assets measured at fair value.

    • (c) Defined benefit liabilities recognized based on the net amount of pension fund assets less present value of defined benefit obligations.

  • B. The preparation of financial statements in conformity with International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the FSC (collectively referred herein as the “IFRSs”) requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Company’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the parent company only financial statements are disclosed in Note 5.

  • (3) Foreign currency translation

Items included in the financial statements are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The parent company only financial statements are presented in NTD, which is the Company’s functional and presentation currency.

  • A. Foreign currency transactions and balances

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

220

profit or loss in the period in which they arise, except when deferred in other comprehensive income as qualifying cash flow hedges.

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

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

  - (d) All foreign exchange gains and losses are presented in the statement of comprehensive income under “other gains and losses”.
  • B. Translation of foreign operations

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

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

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

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

    • (b) When a foreign operation partially disposed of or sold is an associate, exchange differences that were recorded in other comprehensive income are proportionately reclassified to profit or loss as part of the gain or loss on sale. In addition, if the Company retains partial interest in the former foreign associate after losing significant influence over the former foreign associate, such transactions should be accounted for as disposal of all interest in these foreign operations.

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

  • (4) Classification of current and non-current items

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

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

    • (b) Assets held mainly for trading purposes;

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

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

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

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

    • (b) Liabilities arising mainly from trading activities;

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

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

221

(5) Cash equivalents

  • Cash equivalents refer to short-term highly liquid investments that are readily convertible to known amount of cash and subject to an insignificant risk of changes in value. Time deposits and bonds sold under repurchase agreements that meet the above criteria and held for the purpose of meeting short-term cash commitment in operations are classified as cash equivalents.

(6) Financial assets at fair value through profit or loss

  • A. Financial assets at fair value through profit or loss are financial assets held for trading or designated as at fair value through profit or loss on initial recognition. Financial assets are classified in this category of held for trading if acquired principally for the purpose of sale in the short-term. Derivatives are also categorized as financial assets held for trading unless they are designated as hedges. Financial assets that meet one of the following criteria are designated as at fair value through profit or loss on initial recognition:

  • (a) Hybrid (combined) contracts; or

  • (b) They eliminate or significantly reduce a measurement or recognition inconsistency; or

  • (c) They are managed and their performance is evaluated on a fair value basis, in accordance with a documented risk management or investment strategy.

  • B. On a regular way purchase or sale basis, financial assets at fair value through profit or loss are recognized and derecognized using trade date accounting.

  • C. Financial assets at fair value through profit or loss are initially recognized at fair value. Related transaction costs are expensed in profit or loss. These financial assets are subsequently remeasured and stated at fair value, and any changes in the fair value of these financial assets are recognized in profit or loss.

(7) Available-for-sale financial assets

  • A. Available-for-sale financial assets are non-derivatives that are designated in this category. On a regular way purchase or sale basis, available-for-sale financial assets are recognized and derecognized using trade date accounting.

  • B. Available-for-sale financial assets are initially recognized at fair value plus transaction costs. These financial assets are subsequently remeasured and stated at fair value, and any changes in the fair value of these financial assets are recognized in other comprehensive income.

(8) Loans and receivables

Accounts receivable are loans and receivables originated by the entity. They are created by the entity by selling goods or providing services to customers in the ordinary course of business. Accounts receivable are initially recognized at fair value and subsequently measured at amortized cost using the effective interest method, less provision for impairment. However, short-term accounts receivable which are non-interest bearing are subsequently measured at initial invoice amount as the effect of discounting is insignificant.

(9) Impairment of financial assets

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

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

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

  • (b) A breach of contract, such as a default or delinquency in interest or principal payments;

  • (c) Information about significant changes with an adverse effect that have taken place in the technology, market, economic or legal environment in which the issuer operates, and indicates that the cost of the investment in the equity instrument may not be recovered; or

  • (d) A significant or prolonged decline in the fair value of an investment in an equity instrument below its cost.

  • C. When the Company assesses that there has been objective evidence of impairment and an

222

impairment loss has occurred, accounting for impairment is made as follows according to the category of financial assets:

  • (a) Financial assets measured at amortized cost

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

    • The amount of the impairment loss is measured as the difference between the asset’s acquisition cost (less any principal repayment and amortization) and current fair value, less any impairment loss on that financial asset previously recognized in profit or loss, and is reclassified from “other comprehensive income” to “profit or loss”. If, in a subsequent period, the fair value of an investment in a debt instrument increases, and the increase can be related objectively to an event occurring after the impairment loss was recognized, then such impairment loss is reversed through profit or loss. Impairment loss of an investment in an equity instrument recognized in profit or loss shall not be reversed through profit or loss. Impairment loss is recognized and reversed by adjusting the carrying amount of the asset through the use of an impairment allowance account.
  • (10) Derecognition of financial assets

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

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

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

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

  • (11) Operating leases (lessor)

Lease income from an operating lease (net of any incentives given to the lessee) is recognized in profit or loss on a straight-line basis over the lease term.

  • (12) Inventories

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

(13) Investments accounted for under the equity method / subsidiaries / associates

  • A. Subsidiaries are all entities (including structured entities) controlled by the Company. The Company controls an entity when the Company is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.

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

  • C. The Company's share of its subsidiaries' post-acquisition profits or losses is recognized in profit or loss, and its share of post-acquisition movements in other comprehensive income is recognized in other comprehensive income. When the Company’s share of losses in a subsidiary equals or

223

exceeds its interest in the subsidiary, the Company continues to recognize losses proportionate to its ownership.

  • D. If changes in the Company’s shares in subsidiaries do not result in loss in control (transactions with non-controlling interest), transactions shall be considered as equity transactions, which are transactions between owners. Difference of adjustment of non-controlling interest and fair value of consideration paid or received is recognized in equity.

  • E. When the Company loses control of a subsidiary, the Company remeasures any investment retained in the former subsidiary at its fair value. That fair value is regarded as the fair value on initial recognition of a financial asset or the cost on initial recognition of the associate or joint venture. Any difference between fair value and carrying amount is recognized in profit or loss. The Company should reclassify all amounts previously recognized as other comprehensive income and amounts relating to the prior subsidiary to profit or loss.

  • F. Associates are all entities over which the Company has significant influence but not control. In general, it is presumed that the investor has significant influence, if an investor holds, directly or indirectly 20 percent or more of the voting power of the investee. Investments in associates are accounted for using the equity method and are initially recognized at cost.

  • G. The Company’s share of its associates’ post-acquisition profits or losses is recognized in profit or loss, and its share of post-acquisition movements in other comprehensive income is recognized in other comprehensive income. When the Company’s share of losses in an associate equals or exceeds its interest in the associate, the Company does not recognize further losses, unless it has incurred legal or constructive obligations or made payments on behalf of the associate.

  • H. When changes in an associate’s equity are not recognized in profit or loss or other comprehensive income of the associate and such changes do not affect the Company’s ownership percentage of the associate, the Company recognizes all the change in equity in “capital surplus” in proportion to its ownership.

  • I. Unrealized gains on transactions between the Company and its associates are eliminated to the extent of the Company’s interest in the associates. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates have been adjusted where necessary to ensure consistency with the policies adopted by the Company.

  • J. In the case that an associate issues new shares and the Company does not subscribe or acquire new shares proportionately, which results in a change in the Company’s ownership percentage of the associate but maintains significant influence on the associate, then “capital surplus” and “investments accounted for under the equity method” shall be adjusted for the increase or decrease of its share of equity interest. If the above condition causes a decrease in the Company’s ownership percentage of the associate, in addition to the above adjustment, the amounts previously recognized in other comprehensive income in relation to the associate are reclassified to profit or loss proportionately on the same basis as would be required if the relevant assets or liabilities were disposed of.

  • K. Upon loss of significant influence over an associate, the Company remeasures any investment retained in the former associate at its fair value. Any difference between fair value and carrying amount is recognized in profit or loss.

  • L. When the Company disposes its investment in an associate and loses significant influence over the associate, the amounts previously recognized in other comprehensive income in relation to the associate are reclassified to profit or loss, on the same basis as would be required if the relevant assets or liabilities were disposed of.

  • M. When the Company disposes its investment in an associate and loses significant influence over this associate, the amounts previously recognized as capital surplus in relation to the associate are transferred to profit or loss. If it retains significant influence over this associate, the amounts previously recognized as capital surplus in relation to the associate are transferred to profit or loss proportionately.

  • N. Pursuant to the “Regulations Governing the Preparation of Financial Reports by Securities

224

Issuers,” profit (loss) of the current period and other comprehensive income in the parent company only financial statements shall equal to the amount attributable to owners of the parent in the financial statements prepared with basis for consolidation. Owners’ equity in the parent company only financial statements shall equal to equity attributable to owners of the parent in the financial statements prepared with basis for consolidation.

(14) Property, plant and equipment

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

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

  • C. Land is not depreciated. Other property, plant and equipment apply cost model and are depreciated using the straight-line method to allocate their cost over their estimated useful lives. If each component of property, plant and equipment is significant, it is depreciated separately.

  • D. The assets’ residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each balance sheet date. If expectations for the assets’ residual values and useful lives differ from previous estimates or the patterns of consumption of the assets’ future economic benefits embodied in the assets have changed significantly, any change is accounted for as a change in estimate under IAS 8, “Accounting Policies, Changes in Accounting Estimates and Errors”, from the date of the change. The estimated useful lives of property, plant and equipment are as follows: Buildings 3~51years

Machinery and equipment 5~9 years

Other equipment 2~6 years

(15) Investment property

An investment property is stated initially at its cost and measured subsequently using the cost model. Except for land, investment property is depreciated on a straight-line basis over its estimated useful life of 25~50 years.

(16) Intangible assets

  • A. Goodwill arises in a business combination accounted for by applying the acquisition method.

  • B. Intangible assets, mainly patents, royalties and other intangible assets, are amortized on a ~

  • straight-line basis over their estimated useful lives of 2 10 years.

(17) Impairment of non-financial assets

  • A. The Company assesses at each balance sheet date the recoverable amounts of those assets where there is an indication that they are impaired. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell or value in use. Except for goodwill, when the circumstances or reasons for recognizing impairment loss for an asset in prior years no longer exist, the impairment loss shall be reversed to the extent of the loss previously recognized in profit or loss. Such recovery of impairment loss shall not result to the asset’s carrying amount greater than its amortized cost where no impairment loss was recognized.

  • B. The recoverable amounts of goodwill, intangible assets with an indefinite useful life and intangible assets that have not yet been available for use shall be evaluated periodically. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its

225

recoverable amount. Impairment loss of goodwill previously recognized in profit or loss shall not be reversed in the following years.

  • C. For impairment testing purpose, goodwill is allocated to cash generating units. This allocation is based on operating segments. Goodwill is allocated to a cash generating unit or a group of cash generating units that expects to benefit from business combination that will produce goodwill.

(18) Financial liabilities at fair value through profit or loss

  • A. Financial liabilities at fair value through profit or loss are financial liabilities held for trading. Financial liabilities are classified in this category of held for trading if acquired principally for the purpose of repurchasing in the short-term. Derivatives are also categorized as financial liabilities held for trading unless they are designated as hedges.

  • B. Financial liabilities at fair value through profit or loss are initially recognized at fair value. Related transaction costs are expensed in profit or loss. These financial liabilities are subsequently remeasured and stated at fair value, and any changes in the fair value of these financial liabilities are recognized in profit or loss.

(19) Derivative financial instruments and hedging activities

  • A. Derivatives are initially recognized at fair value on the date a derivative contract is entered into and are subsequently remeasured at their fair value. Any changes in the fair value are recognized in profit or loss.

  • B. The Company designates certain derivatives as cash flow hedges of a particular risk associated with a recognized asset or liability or a highly probable forecast transaction.

  • C. The Company documents at the inception of the transaction the relationship between hedging instruments and hedged items, as well as its risk management objectives and strategy for undertaking various hedging transactions. The Company also documents its assessment, both at hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in fair values or cash flows of hedged items.

  • D. The full fair value of a hedging derivative is classified as a non-current asset or liability when the remaining maturity of the hedged item is more than 12 months, and as a current asset or liability when the remaining maturity of the hedged item is less than 12 months. Trading derivatives are classified as current assets or liabilities.

  • E. Cash flow hedge

  • (a) The effective portion of changes in the fair value of derivatives that are designated and qualified as cash flow hedges is recognized in other comprehensive income. The gain or loss relating to the ineffective portion is recognized immediately in the statement of comprehensive income within “other gains and losses”.

  • (b) Amounts accumulated in other comprehensive income are reclassified into profit or loss in the periods when the hedged item affects profit or loss. The gain or loss relating to the effective portion of interest rate swaps hedging variable rate borrowings is recognized in the statement of comprehensive income within “finance costs”.

  • (c) When a hedging instrument expires, or is sold, cancelled or executed, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss existing in other comprehensive income at that time remains in other comprehensive income. When a forecast transaction occurs or is no longer expected to occur, the cumulative gain or loss that was reported in other comprehensive income is transferred to profit or loss in the periods when the hedged forecast cash flow affects profit or loss.

(20) Employee benefits

  • A. Short-term employee benefits

Short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid and should be recognized as expenses in that period when the employees render

226

service.

  • B. Pensions

  • (a) Defined contribution plans

For defined contribution plans, the contributions are recognized as pension expenses on an accrual basis. Prepaid contributions are recognized as an asset to the extent of a cash refund or a reduction in the future payments.

  - (b) Defined benefit plans

     - i. The liability recognized in the balance sheet in respect of defined benefit pension plans is the present value of the defined benefit obligation at the balance sheet date less the fair value of plan assets. The defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The rate used to discount is determined by using interest rates of government bond (at the balance sheet date).

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

    • Employees’ remuneration and directors’ and supervisors’ remuneration are recognized as expenses and liabilities, provided that such recognition is required under legal or constructive obligation and those amounts can be reliably estimated.
  • (21) Employee share based payment

  • A. For the equity-settled share-based payment arrangements, the employee services received are measured at the fair value of the equity instruments granted at the grant date, and are recognized as compensation cost over the vesting period, with a corresponding adjustment to equity. The fair value of the equity instruments granted shall reflect the impact of market vesting conditions and non-market vesting conditions. Compensation cost is subject to adjustment based on the service conditions that are expected to be satisfied and the estimates of the number of equity instruments that are expected to vest under the non-market vesting conditions at each balance sheet date. Ultimately, the amount of compensation cost recognized is based on the number of equity instruments that eventually vest.

  • B. Restricted stocks to employees:

    • (a) Restricted stocks issued to employees are measured at the fair value of the equity instruments granted at the grant date, and are recognized as compensation cost over the vesting period.

    • (b) For restricted stocks where employees have to pay to acquire those stocks, if employees resign during the vesting period, they must return the stocks to the Company and the Company must refund their payments on the stocks. The Company recognizes the payments from the employees who are expected to resign during the vesting period as liabilities at the grant date, and recognizes the payments from the employees who are expected to be eventually vested with the stocks in “capital surplus – others”.

(22) Income tax

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

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

227

  • C. Deferred income tax is recognized, using the balance sheet liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the parent company only balance sheet. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realized or the deferred income tax liability is settled.

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

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

(23) Revenue recognition

  • The Company manufactures and sells TFT-LCD panels. Revenue is measured at the fair value of the consideration received or receivable taking into account value-added tax, returns, rebates and discounts for the sale of goods to external customers in the ordinary course of the Company’s activities.

  • (24) Business combinations

  • A. The Company uses the acquisition method to account for business combinations. For each business combination, the Company measures at the acquisition date components of non-controlling interests in the acquiree that are present ownership interests and entitle their holders to the proportionate share of the entity’s net assets in the event of liquidation at either fair value or the present ownership instruments’ proportionate share in the recognized amounts of the acquiree’s identifiable net assets. All other non-controlling interests should be measured at the acquisition date fair value.

  • B. The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the fair value of any previous equity interest in the acquiree over the fair value of the identifiable assets acquired and the liabilities assumed is recorded as goodwill at the acquisition date. If the total of consideration transferred, non-controlling interest in the acquiree recognized and the fair value of previously held equity interest in the acquiree is less than the fair value of the identifiable assets acquired and the liabilities assumed, the difference is recognized directly in profit or loss on the acquisition date.

CRITICAL ACCOUNTING JUDGMENTS, ESTIMATES AND KEY SOURCES OF ASSUMPTION UNCERTAINTY

The preparation of these parent company only financial statements requires management to make critical judgments in applying the Company’s accounting policies and make critical assumptions and estimates concerning future events. Assumptions and estimates may differ from the actual results and are continually evaluated and adjusted based on historical experience and other factors. The information is addressed below:

(1) Critical judgments in applying the Company’s accounting policies

Financial assets - impairment of equity investments

The Company follows the guidance of IAS 39 to determine whether a financial asset-equity investment

228

is impaired. This determination requires significant judgment. In making this judgment, the Company evaluates, among other factors, the duration and extent to which the fair value of an equity investment is less than its cost and the financial health of and short-term business outlook for the investee, including factors such as industry and sector performance, changes in technology and operational and financing cash flow.

If the decline of the fair value of an individual equity investment below cost was considered significant or prolonged, the accumulated fair value adjustments recognized in other comprehensive income on the impaired “available-for-sale financial assets” is transferred to profit or loss.

  • (2) Critical accounting estimates and assumptions

The Company makes estimates and assumptions based on the expectation of future events that are believed to be reasonable under the circumstances at the end of the reporting period. The resulting accounting estimates might be different from the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below:

  • A. Impairment assessment of goodwill

The impairment assessment of goodwill relies on the Company’s subjective judgment, including identifying cash-generating units, allocating assets and liabilities as well as goodwill to related cash-generating units, and determining the recoverable amounts of related cash-generating units. Please refer to Note 6(11) for the information on goodwill impairment.

  • B. Impairment assessment of tangible and intangible assets (excluding goodwill)

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

  • C. Estimation of significant disaster insurance claim

The insurance claim revenue is recognized when it is virtually certain that the compensation will be received in the future. As the amount of claim is measured based on the amount which is permitted by insurance company, management shall assess and estimate the replacement cost of damaged assets.

DETAILS OF SIGNIFICANT ACCOUNTS

(1) Cash and cash equivalents

damaged assets.
AILS OF SIGNIFICANT ACCOUNTS
Cash and cash equivalents
Cash on hand, demand deposits and checking
account
Time deposits
December31,2016
6,245,543
$ 14,682,066
20,927,609
$
December31,2015
22,427,663
$ 12,851,947
35,279,610
$
  • A. The Company associates with a variety of financial institutions all with high credit quality to disperse credit risk, so it expects that the probability of counterparty default is remote.

  • B. The above time deposits expire in 3 months and risks of changes in their values are remote. The remaining time deposits which did not meet the definition of cash equivalents were $1,400,000 at December 31, 2015, and were classfied as ‘other financial assets-current’.

229

(2) Financial assets and liabilities at fair value through profit or loss

Assets
Current items
Financial assets held for trading
Forward foreign exchange contracts
Liabilities
Current items
Financial liabilities held for trading
Forward foreign exchange contracts
December31,2016
64,241
$ December31,2016
734,915
$
December31,2015
81,858
$ December31,2015
53,921
$
  • A. The Company recognized net gain and loss of $87,140 and $133,873 on financial assets held for trading for the years ended December 31, 2016 and 2015, respectively.

  • B. The non-hedging derivative financial assets and liabilities transaction information are as follows:

December 31, December 31, 2016 December 31, 2015
Contract Amount Contract Amount
Derivative financial (Notional Principal) (Notional Principal)
assets and liabilities (in thousands) Contract Period (in thousands) Contract Period
Current items
Forward foreign USD (sell) $ 360,000
2016/10~2017/3 USD (sell) 295,000
$
2015/10~2016/3
exchange contracts JPY (buy) 39,597,920 2016/10~2017/3 JPY (buy) 35,649,520 2015/10~2016/3
Forward foreign TWD (sell) 621,240 2016/9~2017/2 USD (sell) 150,000 2015/10~2016/2
exchange contracts USD (buy) 20,000 2016/9~2017/2 TWD (buy) 4,896,705 2015/10~2016/2
Forward foreign EUR (sell) 19,000 2016/10~2017/1 EUR (sell) 5,000 2015/11~2016/1
exchange contracts USD (buy) 20,706 2016/10~2017/1 TWD (buy) 175,075 2015/11~2016/1
Forward foreign EUR (sell) 55,000 2016/9~2017/4 EUR (sell) 80,500 2015/10~2016/3
exchange contracts JPY (buy) 6,516,335 2016/9~2017/4 JPY (buy) 10,668,495 2015/10~2016/3
Forward foreign EUR(sell) 8,960 2016/12~2017/1
exchange contracts TWD(buy) 302,364 2016/12~2017/1

The Company entered into forward foreign exchange contracts to hedge exchange rate risk of import and export proceeds and foreign currency. However, these forward foreign exchange contracts are not accounted for under hedge accounting.

(3) Available-for-sale financial assets

not accounted for under hedge accounting.
Available-for-sale financial assets
Items
Non-current items
Listed stocks and bond investments
Emerging and unlisted stocks
December31,2016
1,438,809
$ 209,174
1,647,983
$
December31,2015
1,562,871
$ 382,046
1,944,917
$
  • A. The Company recognized net gain (loss) in other comprehensive income for fair value change and reclassified from equity to profit or loss for the years ended December 31, 2016 and 2015. Please refer to Note 6(20).

  • B. The Company has assessed the impairment of certain investment items and recognized loss of $500,000 which has been reclassified from equity to current period profit or loss (shown as ‘other gains and losses’) for the year ended December 31, 2016.

230

(4) Hedging derivative financial liabilities

  • A. The Company was exposed to significant risk of future cash flow changes on principal payments associated with the Company’s floating interest rate bearing borrowings, both current and long-term portion. Therefore, the Company entered into interest rate swap contracts for exchanging floating interest rate for fixed interest rate (TWD90/180CP (Page51328) to hedge such exposures. The contract had matured and was settled in February, 2015.

  • B. Information about gain or loss arising from cash flow hedges recognized in profit or loss and other comprehensive income:

comprehensive income:
(5) Accounts receivable
Items
Amount of gain or loss adjusted in other
comprehensive income
Amount of gain or loss transferred from other
comprehensive income to profit or loss
Accounts receivable
Less: Allowance for sales returns and discounts

Allowance for bad debts
2016
2015
-
$ 5
$ -
297,670
Years endedDecember31,
December31,2016
December31,2015
51,636,429
$ 46,508,958
$ 833,545)
(
636,330)
(
109,373)
(
117,499)
(
50,693,511
$ 45,755,129
$
2016
-
$ -
December31,2016
51,636,429
$ 833,545)
(
(
109,373)
(
(
50,693,511
$
46,508,958
$ 636,330)

117,499)

45,755,129
$
  • A. The Company’s accounts receivable that were neither past due nor impaired meet the credit ranking rule based on the counterparties’ industrial characteristics scale of business and profitability.

  • B. The aging analysis of accounts receivable that were past due but not impaired is as follows:

Up to 60 days
61 to 180 days
Over 180 days
December31,2016
237,149
$ 8,553
-
245,702
$
December31,2015
482,335
$ 14,480
14,481
511,296
$

The above ageing analysis was based on past due date.

  • C. Movement analysis of accounts receivable that were impaired is as follows:

  • (a) As of December 31, 2016 and 2015, the Company’s accounts receivable that were impaired were $109,373 and $117,499, respectively.

  • (b) Movement on allowance for bad debts for impairment loss based on individual provision is as follows:

At January 1
Allowance for bad debts - reclassified
Allowance for bad debts - write-offs
(
At December 31
2016
117,499
$ -
8,126)

(
109,373
$
2015
138,272
$ 674
21,447)

117,499
$

231

(6) Transfer of financial assets

The Company entered into a factoring agreement with financial institutions to sell its accounts receivable. Under the agreement, the Company is not obligated to bear the default risk of the transferred accounts receivable and this is without right of recourse. However, the Company is liable for the losses incurred on any business dispute.

The Company does not provide collateral, and has no continuous involvement in the transferred accounts receivable. As a result, the Company derecognized the accounts receivable from the financial statements. There were no related transactions during 2015. As of December 31, 2016, all the accounts receivable sold were collected and the Company entered into factoring agreements with CTBC bank and Taipei Fubon Commercial Bank in the amount of $19,995,000 and $6,450,000, respectively.

(7) Inventories

Inventories
Raw materials and supplies
Work in process
Finished goods
December31,2016
2,164,341
$ 9,608,843
7,124,732
18,897,916
$
December31,2015
1,954,960
$ 11,769,129
10,822,037
24,546,126
$

Expenses and losses incurred on inventories are as follows:

Cost of inventories sold
Loss on (gain on reversal of) decline in market value
Disposal loss and others
2016
2015
270,033,125
$ 326,638,579
$ 550,000
602,500)
(
258,024
889,808
270,841,149
$ 326,925,887
$ Years endedDecember31,
  • A. The Company had disposed its expired and slow-moving inventories for the year ended December 31, 2015. Thus, the risk of reduction in the inventory’s market price had decreased and the net realizable value of inventories had been recovered.

  • B. Due to the earthquake which occurred in Kaohsiung, Taiwan on February 6, 2016, certain inventories were destroyed. Please refer to Note 10 for details.

232

(8) Investments accounted for under the equity method

Investments accounted for under the equity method
Subsidiaries:
Landmark International Ltd.
Innolux Holding Ltd.
Toppoly Optoelectronics (B.V.I.) Ltd.
Innolux Hong Kong Holding Ltd.
Innolux Optoelectronics Japan Co., Ltd.
InnoJoy Investment Corporation
Yuan Chi Investment Co., Ltd.
Others
Associates:
Ampower Holding Ltd.
FI Medical Device Manufacturing Co., Ltd.
Others
December31,2016
45,894,168
$ 18,523,142
6,717,191
3,341,269
1,548,673
1,246,809
922,529
224,744
870,941
451,943
104,378
79,845,787
$
December31,2015
45,888,559
$ 20,242,553
6,787,268
2,907,677
1,507,382
1,242,760
1,137,982
301,375
881,351
321,683
96,730
81,315,320
$

A. The Company’s subsidiaries

  • (a)Details of the Company’s subsidiaries are provided in Note 4(3) of the Company’s consolidated financial statements as of and for the year ended December 31, 2016.

  • (b)The Board of Directors of the Company in July, 2015 resolved to conduct a simple merger with Chi Mei El Corporation (Chi Mei El), a 97%-owned subsidiary of the Company effective September 1, 2015. The Company was the surviving company while Chi Mei El was dissolved after the merger. Said merger was accounted for an as equity transaction.

B. The Company’s associates

The operating results of the Company’s share in all individually immaterial associates are summarized below:

The Company’s associates
The operating results of the Company’s share
summarized below:
in all individually immaterial associates in all individually immaterial associates
Profit or loss for the year from continuing
operations
Other comprehensive income - net of tax
(
Total comprehensive income
Years endedDecember31,
2016
408,382
$ 27,958)

380,424
$
2015
268,381
$ 4,437
272,818
$

233

(9) Property, plant and equipment

2016
At January1 Additions Disposals Transfer At December 31
Cost:
Land $ 3,852,792
$ -
$ -
$ -
$ 3,852,792
Buildings 157,662,050 25,463 ( 1,048,411)
10,744,159 167,383,261
Machinery and equipment 380,337,787 17,229 ( 3,302,869)
12,318,411 389,370,558
Other equipment 26,624,640 - ( 880,686)
4,471,500 30,215,454
568,477,269 42,692 ( 5,231,966) 27,534,070 590,822,065
Accumulated depreciation
and impairment:
Buildings ( 84,570,136)
( 10,122,036) 576,527 ( 61,153)
( 94,176,798)
Machinery and equipment ( 315,914,090)
( 22,724,600)
3,255,968 ( 1,654,171)
( 337,036,893)
Other equipment ( 22,131,167)
( 3,582,386) 879,748 ( 409,676)
( 25,243,481)
( 422,615,393) ( 36,429,022) 4,712,243 ( 2,125,000)
( 456,457,172)
Unfinished construction
and equipment under
acceptance 18,059,821 41,102,393 - ( 23,376,515)
35,785,699
$ 163,921,697 $ 170,150,592
2015
At January1 Additions Disposals Transfer At December 31
Cost:
Land $ 3,852,792
$ -
$ -
$ -
$ 3,852,792
Buildings 156,858,729 40,626 ( 19,452)
782,147 157,662,050
Machinery and equipment 375,070,309 62,167 ( 6,453,017)
11,658,328 380,337,787
Other equipment 22,584,306 - ( 2,164,598) 6,204,932 26,624,640
558,366,136 102,793 ( 8,637,067) 18,645,407 568,477,269
Accumulated depreciation
and impairment:
Buildings ( 72,766,956)
( 11,798,206)
19,172 ( 24,146)
( 84,570,136)
Machinery and equipment ( 284,203,012)
( 32,843,077)
6,259,044 ( 5,127,045)
( 315,914,090)
Other equipment (
(

17,590,360)

374,560,328)
(
(
3,522,586)

48,163,869)
2,163,943
8,442,159
(
(
3,182,164)

8,333,355)
(
(
22,131,167)

422,615,393)
Unfinished construction
and equipment under
acceptance 8,793,374 22,380,334 - ( 13,113,887)
18,059,821
$ 192,599,182 $ 163,921,697
  • A. Amount of borrowing costs for property, plant and equipment capitalised and interest rate range:
Capitalised amount
Range of the interest rates for capitalisation
Year EndedDecember31,2016
323,503
$ 2.00%~2.26%
  • B. Information about the property, plant and equipment that were pledged to others as collateral is provided in Note 8.

  • C. As of December 31, 2016 and 2015, the prepayments for business facilities which have not yet entered the factory (shown as ‘other non-current assets’) amounted to $896,996 and $3,110,696, respectively.

  • D. Due to the earthquake in Kaohsiung, Taiwan on February 6, 2016, a portion of property, plant and equipment were damaged. Please refer to Note 10 for details.

234

(10) Investment property

Investment property erty
At
January1
Cost:
Land
188,247
$ Buildings
564,109
752,356
Accumulated
depreciation
and impairment:
Buildings
71,853)
(
680,503
$
At
At
Additions
Transfer
December 31
January1
-
$ -
$ 188,247
$ 188,247
$ -
124,881)
(
439,228
568,440
-
124,881)
(
627,475
756,687
11,132)
(
28,935
54,050)
(
63,010)
(
573,425
$ 693,677
$ 2016
At
Additions
Disposals
December 31
-
$ -
$ 188,247
$ -
4,331)
(
564,109
-
4,331)
(
752,356
13,174)
(
4,331
71,853)
(
680,503
$ 2015
Additions Additions
-
$ -
-
11,132)
(
-
$ -
-
13,174)
(

The fair value of the investment property held by the Company as at December 31, 2016 and 2015 was $1,109,891 and $1,077,466, respectively. The amounts mentioned above represent valuation results of comparative method based on market trading information and are classified as Level 3.

(11) Intangible assets

A. Intangible assets are goodwill, payments for TFT-LCD related technology and royalty.

Cost:
Patents and royalty
Goodwill
Others
Accumulated amortisation
and impairment:
Patents and royalty
Others
Cost:
Patents and royalty
Goodwill
Others
Accumulated amortisation
and impairment:
Patents and royalty
Others
At January1
Additions
8,152,685
$ -
$ 17,096,628
-
3,900,053
-
(
29,149,366
-
(
6,668,707)
(
859,363)
(
3,216,634)
(
306,215)
(
9,885,341)
(
1,165,578)
(
19,264,025
$ At January1
Additions
8,137,035
$ -
$ 17,096,628
-
3,686,545
-
(
28,920,208
-
(
5,735,683)
(
933,024)
(
3,057,341)
(
273,023)
(
8,793,024)
(
1,206,047)
(
20,127,184
$
2016
Disposals
-
$ -
70,918)

70,918)

-
70,918
70,918
2015
Transfer
At December 31
2,000
$ 8,154,685
$ -
17,096,628
275,091
4,104,226
277,091
29,355,539
-
7,528,070)
(
-
3,451,931)
(
-
10,980,001)
(
18,375,538
$
Disposals
-
$ -
113,730)

113,730)

-
113,730
113,730
Transfer
At December 31
15,650
$ 8,152,685
$ -
17,096,628
327,238
3,900,053
342,888
29,149,366
-
6,668,707)
(
-
3,216,634)
(
-
9,885,341)
(
19,264,025
$

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

235

Operating costs
Operating expenses
Years endedDecember31, Years endedDecember31,
2016
997,181
$ 168,397
1,165,578
$
2015
998,974
$ 207,073
1,206,047
$

C. The Company performed impairment analysis for recoverable amount of the goodwill at each reporting date and used the value in use as the basis for calculation of the recoverable amount. The value in use was calculated based on the estimated present value of future cash flows for five years, which was discounted at the discount rate of 5.86% and 5.72% for the years ended December 31, 2016 and 2015, respectively, to reflect the specific risks of the related cash generating units. The future cash flows were estimated based on the future revenue, gross profit, and other operating costs each year. Based on the evaluation above, the Company did not recognize impairment loss on goodwill for the years ended December 31, 2016 and 2015.

(12) Short-term borrowings

(13) As of December 31, 2015, the Company has no short-term borrowings.
Long-term borrowings
Type of borrowings
December31,2016
Collateral
Bank loans
Credit loans
11,583,750
$ None
Range of interest rates
0.83%~1.59%
Type of loans
Period
December31,2016
December31,2015
Syndicated bank loans
2015/3/12
~2021/12/6
44,840,000
$ 60,280,000
$ Less:
Administrative expenses charged
by syndicated banks
329,847)
(
288,794)
(
Current portion
16,381,686)
(
16,361,238)
(
28,128,467
$ 43,629,968
$ Range of interest rates
1.77%~2.06%
1.90%~2.19%
  • A. Please refer to Note 8 for the information on assets pledged as collateral for long-term borrowings.

  • B. The syndicated loan agreements specified that the Company shall meet covenants on current ratio, liability ratio, interest coverage, and tangible net equity, which were based on the Company’s annual parent company only financial statements audited by independent auditors. The Company’s financial ratios on the parent company only financial statements for the years ended December 31, 2016 and 2015 are in compliance with the covenants on the syndicated loan agreement.

  • C. In order to repay the unpaid balance of the medium and long-term syndicated loans as specified in the “Agreed-upon Repayment Agreement” which was signed on April 5, 2012, the Board of Directors during its meeting on February 10, 2015 approved the proposal for the Company to apply for a new syndicated credit line of $68.5 billion with certain financial institutions. Subsequently, on March 12, 2015, the Company acquired consent of all financial institution creditors to terminate the ‘‘Agreed-upon Repayment Agreement’’, and waive negotiation on the debt issue.

236

  • D. In order to repay the unpaid balance of the medium and long-term syndicated loans, the Board of Directors during its meeting on July 29, 2016, resolved for the Company to apply for new syndicated credit line of $35 billion with certain financial institutions.

(14) Pensions

  • A. Defined benefit pension plan

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

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

December31,2016
December31,2015
December31,2016
December31,2015
December31,2016
December31,2015
December31,2016
December31,2015
December31,2016
December31,2015
December31,2016
December31,2015
December31,2016
December31,2015
Present value of defined benefit obligation 1,827,687
$ $
1,852,905
Fair value of plan assets 1,534,864)
(
(
1,529,124)
Net defined benefit liability 292,823
$ $
323,781
Movements in net defined benefit liabilities are as follows:
Present value of
defined benefit Fair value of Net defined
obligation plan assets benefit liability
Year ended December 31, 2016
Balance at January 1 $ 1,852,905
$ 1,529,124 $ 323,781
Current service cost 7,565 - 7,565
Interest expense/income 31,499 25,995 5,504
39,064 25,995 13,069
Remeasurements:
Experience adjustments ( 55,619)
( 11,592)
( 44,027)
Benefits paid ( 8,663)
( 8,663)
-
( 64,282)
( 20,255)
( 44,027)
Balance at December 31 $ 1,827,687
$ 1,534,864 $ 292,823
  • (c) Movements in net defined benefit liabilities are as follows:

237


Year ended December 31, 2015
Balance at January 1
Current service cost
Interest expense/income
Remeasurements:
Change in financial assumptions
Experience adjustments
Balance at December 31
Present value of
defined benefit
obligation
1,605,920
$ 8,228
36,133
44,361
172,133
30,491
202,624
1,852,905
$
Fair value of
planassets

1,488,938
$ -
33,501
33,501
-
6,685
6,685
1,529,124
$
Net defined
benefitliability
116,982
$ 8,228
2,632
10,860
172,133
23,806
195,939
323,781
$

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

  • (e) The principal actuarial assumptions used were as follows:
Discount rate
Future salary increases
Years endedDecember31, Years endedDecember31,
2016
1.70%
3.00%
2015
1.70%
3.00%

Future mortality rate was estimated based on the 5th Taiwan Standard Ordinary Experience Mortality Table.

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

238

Discount rate

Future salary increases

Increase 0.25% Decrease 0.25% Increase 0.25% Decrease 0.25%

December 31, 2016 Effect on present value of defined benefit obligation ($ 75,371) $ 79,187 $ 73,355 ($ 70,354) Discount rate Future salary increases Increase 1% Decrease 1% Increase 1% Decrease 1%

December 31, 2015 Effect on present value of defined benefit obligation ($ 299,276) $ 367,992 $ 337,723 ($ 283,242) The sensitivity analysis above was arrived at based on one assumption which changed while the other conditions remain unchanged. In practice, more than one assumption may change all at once. The method of analysing sensitivity and the method of calculating net pension liability in the balance sheet are the same.

  - (f) The Company suspended its contributions to the pension reserve as agreed by the Science Park Administration in June 2013.
  • (g) As of December 31, 2016, the weighted average duration of that retirement plan is 18 years.

  • B. Defined contribution pension plan

    • (a) Effective July 1, 2005, the Company has established a defined contribution pension plan (the “New Plan”) under the Labor Pension Act (the “Act”), covering all regular employees with R.O.C. nationality. Under the New Plan, the Company contributes monthly an amount based on 6% of the employees’ monthly salaries and wages to the employees’ individual pension accounts at the Bureau of Labor Insurance. The benefits accrued are paid monthly or in lump sum upon termination of employment.

    • (b) The pension costs under the defined contribution pension plans of the Company for the years ended December 31, 2016 and 2015 were $978,325 and $1,003,836, respectively.

  • (15) Share-based payment

  • A. As of December 31, 2016, the Company’s share-based payment transactions are set forth below:

Type of arrangement
Employee stock options
Employee stock options
Restricted stocks to employees
-shares without consideration
-shares subscribed with consideration
-shares without consideration
-shares subscribed with consideration
-shares without consideration
-shares subscribed with consideration
Quantity granted
Contract period
Grant date
(in thousand units)
(inyears)
2010.05.13
20,000
5
2011.05.19
50,000
5
2013.01.30
31,151
3
2013.01.30
31,151
3
2013.03.29
844
3
2013.03.29
844
3
2013.12.12
4,268
3
2013.12.12
4,268
3
Vestingconditions
Note (a), (b)
Note (a), (b)
Note (c), (d)
Note (c), (d)
Note (c), (d)
Note (c), (d)
Note (c), (d)
Note (c), (d)
  • (a) The employees may exercise the stock options by stage based on 30%, 30% and 40% of total

239

options granted on completion of the specified year(s) of service (one to four years) from the grant date.

  • (b) The employee stock options had already expired.

  • (c) The employees may exercise the stock options by stage based on 20%, 40% and 40% of total options granted on completion of the specified year(s) of service (one to three years) from the grant date.

  • (d) The restricted stocks issued by the Company cannot be transferred. Voting right and dividend right are restricted on these stocks before vested.

  • (e) The fair value of stock options granted from 2010 to 2013 is measured using the Black-Scholes option-pricing model. Relevant information is as follows:

Exercise
Type of
Price
price
arrangement
Grant date
(in dollars)
(in dollars)
Restricted stocks to
employees
-shares without
consideration
2013.12.12
10.65
$ $ -
- shares subscribed
with consideration
2013.12.12
10.65
5.00
-shares without
consideration
2013.03.29
18.40
-
- shares subscribed
with consideration
2013.03.29
18.40
5.00
-shares without
consideration
2013.01.30
15.35
-
- shares subscribed
with consideration
2013.01.30
15.35
5.00
Employee stock
options
2011.05.19
26.70
26.70
Employee stock
options
2010.05.13
39.85
39.85
Expected
volatility
(%)
-
-
-
-
-
-
35.67
51.57
Expected
duration
(month)
-
-
-
-
-
-
48.60
48.60
Risk
Expected
free
Fair value
dividend interest
per unit
yield(%)
rate(%)
(in dollars)
-
-
10.65
$ -
-
5.65
-
-
18.40
-
-
13.40
-
-
15.35
-
-
10.35
0.00
1.00
7.31
~8.32
0.00
0.80
15.12
~16.98
  • B. The details of the employee stock option plan for the years ended December 31, 2016 and 2015 are as follows:

240

Year ended December 31, 2016

YearendedDecember31,2016
Quantity
(in thousand
StockOptions
units)

Outstanding options at the
beginning of the year
50,000

Options exercised
-

Options expired
50,000)
(

Outstanding options at the
end of the year
-

Exercisable options at the
end of the year
-

Quantity
(in thousand
StockOptions
units)

Outstanding options at the
beginning of the year
70,000

Options exercised
-

Options expired
( 20,000)

Outstanding options at the
end of the year
50,000

Exercisable options at the
end of the year
50,000
Weighted
Weighted
Weighted
average
average
Range of
average
stock price of
exercise
exercise
remaining
stock options
price
price
vesting
at exercise
(indollars)
(indollars)
period
date (indollars)
$ 22.85
-
$ 9.99
21.87
-
$ -
-
-
Weighted
Weighted
average
average
Range of
stock price of
exercise
exercise
stock options
price
price
at exercise
(indollars)
(indollars)
date (indollars)
$ 25.63
-
$ 13.61
32.59
22.85
$ 22.85
0.39 years
22.85
period
YearendedDecember31,2015
Weighted
average
remaining
vesting
Weighted
average
Range of
exercise
exercise
price
price
(indollars)
(indollars)
$ 25.63
-
32.59
22.85
$ 22.85
0.39 years
22.85
period
Weighted
average
remaining
vesting

For the years ended December 31, 2016 and 2015, the expenses incurred from share-based payment arrangements were $15,260 and $143,442, respectively.

(16) Provisions-current

At January 1, 2016
Additions during the year
Used during the year
(
At December 31, 2016
Warranty

808,136
$ 2,160,000
1,333,902)

(
1,634,234
$
Litigationand others
4,743,623
$ 1,618,915
4,231,538)

(
2,131,000
$
Total
5,551,759
$ 3,778,915
5,565,440)

3,765,234
$
  • A. Warranty

The Company provides warranty on TFT-LCD panel products sold. Provision for warranty is estimated based on historical warranty data of TFT-LCD panel products.

B. Litigation and others

Litigation and other provision for the Company are related to patents of TFT-LCD panel products and anti-trust litigations. For information on estimation of provisions, please refer to Note 9(1).

241

(17) Share capital

As of December 31, 2016, the Company’s authorized and outstanding capital were $105,000,000 and $99,521,488, respectively, with a par value of $10 (in dollars) per share. All proceeds from shares issued have been collected.

Movements in the number of the Company’s ordinary shares outstanding are as follows:

At January 1
Cancellation of restricted stock to employees
(
At December 31
2016
Number of ordinary
shares(in thousands)
9,953,237
1,088)

(
9,952,149
2015
Number of ordinary
shares(in thousands)
9,954,536
1,299)

9,953,237
  • A. On September 26, 2014, the Board of Directors of the Company resolved to increase capital for cash by issuing global depositary receipts (the “GDR”). The amount of $9,360,000 (approximately equivalent to US$312,625 thousand) is tentatively scheduled for release. As the Company has received the bank’s approval for extending capital increase, based on shareholder’s interest, the issuance of the GDR was cancelled in accordance with the Financial Supervisory Commission (FSC)’s approval on January 30, 2015.

  • B. The Board of Directors of the Company resolved to increase capital for cash by issuing the GDR and had been completed in January 2013. The Company issued 1,125,000 thousand shares of common stock for cash, with a unit of GDR representing 10 shares of common stock at the Luxembourg Stock Exchange which raised a total of $14,519,051, net of issuance cost. As of December 31, 2016, there were 213 thousand units outstanding, representing 2,134 thousand shares of common stocks.

  • C. The Company adopted a resolution in 2013 to issue restricted shares to employees, consisting of 36,263 thousand shares without consideration and 36,263 thousand shares with consideration (the price for subscription is $5 per share). Until the vesting conditions are met by employees, those shares are restricted with regard to transfer of voting rights, dividend and other rights. As of December 31, 2016 and 2015, the Company bought back 1,088 and 1,299 thousand shares of unvested restricted stocks to employees, respectively, and decreased capital in accordance with related regulation.

  • D. The common stock issued by the Company in 2006 through private placement was 570,929 thousand shares. The rights and obligations of the private common shares were the same as other issued common shares, except for the transfer restriction under R.O.C. Securities and Exchange Act and the listing restriction that no public listing will be allowed within three years since the day of issuance and only if the Company completes the application to publicly issue the shares. The Board of Directors of the Company approved the public issuance of the above private common shares on April 28, 2015. As approved by the Financial Supervisory Committee on July 30, 2015, the stocks were officially listed in the Taiwan Stock Exchange starting from August 7, 2015.

(18) Capital surplus

Pursuant to the R.O.C. Company Act, capital surplus arising from paid-in capital in excess of par

242

value on issuance of common stocks and donations can be used to cover accumulated deficit or to issue new stocks or cash to shareholders in proportion to their share ownership, provided that the Company has no accumulated deficit. Further, the R.O.C. Securities and Exchange Law requires that the amount of capital surplus to be capitalized mentioned above should not exceed 10% of the paid-in capital each year. Accumulated deficit shall first be covered by retained earnings before the capital reserve can be used to cover the accumulated deficit.

At January 1
Cancellation of restricted stock to
employees
Vested restricted stock to employees
Changes in restricted stock to
employees
Expiration of employee stock options
Changes in net equity of long-term
equity investments
At December 31
At January 1
Cancellation of restricted stock to
employees
Vested restricted stock to employees
Changes in restricted stock to
employees
Compensation related to share-based
payment
Expiration of employee stock options
Changes in net equity of long-term
equity investments
Changes in non-controlling interests
At December 31
2016
Share of profit
(loss) of
associates
accounted for
Restricted
under equity
Employee
stock to
Sharepremium
method
stock option
employees
Total
99,101,649
$ 36,458
$ 393,500
$ 111,957
$ 99,643,564
$ -
-
-
10,884
10,884
119,367
-
-
119,367)
(
-
-
-
-
4,068)
(
4,068)
(
393,500
-
393,500)
(
-
-
-
2,570)
(
-
-
2,570)
(
99,614,516
$ 33,888
$ -
$ 594)
($ 99,647,810
$ 2015
Total
Share of profit
(loss) of
associates
accounted for
Restricted
under equity
Employee
stock to
Sharepremium
method
stock option
employees
Total
97,972,912
$ 9,273
$ 1,373,859
$ 228,325
$ 99,584,369
$ -
-
-
12,992
12,992
125,600
-
-
125,600)
(
-
-
-
-
3,760)
(
3,760)
(
-
-
22,740
-
22,740
1,003,099
-
1,003,099)
(
-
-
-
27,185
-
-
27,185
38
-
-
-
38
99,101,649
$ 36,458
$ 393,500
$ 111,957
$ 99,643,564
$
Total

(19) Retained earnings

A. In accordance with the Company’s Articles of Incorporation, the current year’s earnings, if any, shall first be offset against prior years’ operating losses, then set aside 10% of the remaining amount as legal reserve (until the legal reserve equals the paid-in capital). Preferred dividend shall be distributed after setting aside or reversing a special reserve according to related regulations. The appropriation of the remaining amount along with the unappropriated earnings from previous years

243

shall be proposed by the Board of Directors and resolved by the shareholders. The Company is in an emerging industry which is growing rapidly, and has a capital intensive business. The Company is at the stage of stable growth. In line with the Company’s long-term financial plan in the future, investment environment and business competition situation, the appropriation of dividends shall be proposed by the Board of Directors and resolved by the shareholders, taking into account the future capital expenditure budget and capital requirement of the Company. However, the stock dividends distributed to shareholders shall not exceed two-thirds of distributable dividends in current period.

  • B. Except for covering accumulated deficit or issuing new stocks or cash to shareholders in proportion to their share ownership, the legal reserve shall not be used for any other purpose. The use of legal reserve for the issuance of stocks or cash to shareholders in proportion to their share ownership is permitted, provided that the balance of the reserve exceeds 25% of the Company’s paid-in capital.

  • C. The details of the appropriation of 2015 net income and the appropriation of 2014 net income which was approved at the stockholders’ meeting in June 2016 and 2015 are as follows: Years ended December 31,

Legal reserve
Cash dividends
Dividends per
Amount
share(in dollars)
1,081,560
$ 1,989,810
0.20
$ 3,071,370
$ 2015
2014 2014
Amount
1,081,560
$ 1,989,810
3,071,370
$
Amount
2,167,675
$ 6,947,188
9,114,863
$
Dividends per
share(in dollars)
0.70
$

The Company’s appropriations of earnings for 2016 are to be authorized by the Board of Directors and presented for approval in the Company’s stockholders’ meeting for 2017.

  • D. For the information relating to employees’ remuneration and directors’ and supervisors’ remuneration, please refer to Note 6(25).

(20) Other equity items

remuneration, please refer to Note 6(25).
Other equity items
e 6(25).
Available-
Employee
Currency
for-sale
unearned
translation
investments
compensation
Total
At January 1
1,695,294
$ 1,074,445
$ 19,402)
($ 2,750,337
$ Revaluation of available-for-sale
investments - gross
-
144,381)
(
-
144,381)
(
Revaluation transfer of
available-for-sale investment - gross
-
500,000
-
500,000
Currency translation differences
5,708,026)
(
-
-
5,708,026)
(
Changes in restricted stocks to
employees
-
-
4,142
4,142
Compensation related to share-based
payment
-
-
15,260
15,260
Share of subsidiaries and other
comprehensive loss of associates
27,676)
(
695,003)
(
-
722,679)
(
Effect of income tax
-
113,457)
(
-
113,457)
(
At December 31
4,040,408)
($ 621,604
$ -
$ 3,418,804)
($ 2016
2016
Total

244

2015
Available- Employee
Currency for-sale Hedging unearned
translation investments reserve
compensation
Total
At January 1 3,082,948
$
1,259,847)
($
$ 247,070

($
142,515)
1,927,656
$
Fair value losses of cash flow hedges - - ( 5)
- ( 5)
Reclassified as current income of cash
flow hedges - - ( 297,670)
- ( 297,670)
Revaluation of available-for-sale
investments - gross - ( 1,145,267)
- - ( 1,145,267)
Revaluation transfer of
available-for-sale investment - gross - ( 3,993)
- - ( 3,993)
Currency translation differences ( 1,392,086)
- - - ( 1,392,086)
Changes in restricted stocks to
employees - - - 2,411 2,411
Compensation related to share-based
payment - - - 120,702 120,702
Share of subsidiaries and other
comprehensive income of associates 4,432 3,415,606 - - 3,420,038
Effect of income tax - 67,946 50,605 - 118,551
At December 31 1,695,294
$
1,074,445
$
$ -

($
19,402)
2,750,337
$
(21) Other income
Years ended December 31,
2016 2015
Rental revenue $ 139,315
$ 165,372
Interest income 131,151 144,282
Dividend income 28,593 117,882
Service income 250,240 25,597
Other income 1,356,035 848,732
$ 1,905,334 $ 1,301,865
(22) Other gains and losses
Years ended December 31,
2016 2015
Net gain (loss) on financial assets and liabilities
at fair value through profit or loss $ 87,140
($ 133,873)
Net currency exchange loss ( 306,238)
( 66,797)
Loss on disposal of investments - ( 112,058)
Loss on disposal of property, plant and equipment ( 35,222)
( 100,841)
Impairment loss ( 500,000)
-
Disaster loss ( 1,296,166)
-
Litigation loss and others ( 1,028,414) ( 7,429,350)
($ 3,078,900) ($ 7,842,919)

245

(23) Finance costs

Finance costs
Expenses by nature
Interest expense:
Bank borrowings
Others
Gain (loss) on fair value change of financial
instruments:
Gain on cash flow hedges, reclassified from equity
Factoring expense of accounts receivable
Employee benefit expense:
Salaries and other short-term employee benefits
Share-based payments
Post-employment benefits
Depreciation
Amortization
2016
2015
831,360
$ 1,601,674
$ -
6,108
-
297,670)
(
18,647
-
850,007
$ 1,310,112
$ Years endedDecember31,
Years ended December31,
2016
26,461,969
$ 15,260
991,394
36,440,154
1,165,578
65,074,355
$
2015
26,436,720
$ 143,442
1,014,696
48,177,043
1,206,047
76,977,948
$

(24) Expenses by nature

(25) Employees’ compensation and directors’ and supervisors’ remuneration

  • A. According to the Articles of Incorporation, of the Company a ratio of profit of the current year distributable, after covering accumulated losses, shall be distributed as employees' compensation and directors’ and supervisors’ remuneration. The ratio shall not be lower than 5% for employees’ compensation and shall not be higher than 0.1% for directors’ and supervisors’ remuneration.

  • B. For the years ended December 31, 2016 and 2015, employees’ compensation was accrued at $192,788 and $734,524, respectively; while directors’ and supervisors’ remuneration was accrued at $1,928 and $5,000, respectively. The aforementioned amounts were recognized in expenses.

The expenses recognized for 2016 were accrued based on the earnings of current year and are to be presented for approval by the Board of Directors and reported during the Company’s stockholders’ meeting.

Employees’ compensation and directors’ and supervisors’ remuneration for 2015 as resolved by the Board of Directors on May, 2016 were $734,524 and $4,490, respectively. The difference of $510 between employees’ compensation (directors’ and supervisors’ remuneration) as resolved by the Board of Directors and the amount recognized in the 2015 financial statements was caused by a different accrual ratio and had been recorded as expense in 2016.

Information about employees’ compensation and directors’ and supervisors’ remuneration of the Company as resolved by the Board of Directors will be posted in the “Market Observation Post System” at the website of the Taiwan Stock Exchange.

(26) Income tax

  • A. Income tax expense

  • (a) Components of income tax expense:

246

Current tax:
Current tax on profit for the year
Tax on undistributed surplus earnings
Adjustments in respect of prior years
Total current tax
Deferred tax:
Origination and reversal of temporary
differences
Income tax expense
Years endedDecember31, Years endedDecember31,
2016
-
$ 590,712
299
591,011
1,199,226
1,790,237
$
2015
42
$ 915,947
36,371
952,360
2,040,987
2,993,347
$

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


ollows:
Fair value gains/losses on available-for-sale
financial assets
Cash flow hedges
Remeasurement of defined benefit obligation
Years ended December31,
2016
2015
113,457
$ 67,946)
($ -
50,605)
(
7,485
33,309)
(
120,942
$ 151,860)
($
2015

B. Reconciliation between income tax expense and accounting profit:

Years ended December December 31,
2016 2015
Tax calculated based on profit before tax and
statutory tax rate $ 622,357
$ 2,347,520
Effects from items disallowed by tax regulation ( 816,199)
( 975,322)
Prior year income tax underestimate 299 36,371
Additional 10% tax on undistributed earnings 590,712 915,947
Effect from Alternative Minimum Tax - 42
Change in assessment of realization of deferred
tax assets 1,393,068 668,789
Tax expense $ 1,790,237
$ 2,993,347
  • C. Amounts of deferred tax assets or liabilities as a result of temporary differences and loss carryforward are as follows:

247

Recognised
in other
Recognised in
comprehensive
January1
profit or loss
income
December31
Temporary differences:
-Deferred tax assets:
Sales returns and
discount provisions
243,526
$ 26,957
$ -
$ 270,483
$ Accrued royalties and
warranty provisions
654,557
77,287
-
731,844
Unrealized exchange
loss (gain)
119,217
119,217)
(
-
-
Unrealized loss (gain) on
financial instruments
926,234
342,383)
(
113,457)
(
470,394
Loss carryforward
13,463,164
976,913)
(
-
12,486,251
Others
316,116
293,920
7,485)
(
602,551
15,722,814
1,040,349)
(
120,942)
(
14,561,523
-Deferred tax liabilities:
Unrealized exchange
gain
-
113,545)
(
-
113,545)
(
Amortisation charges
on goodwill
477,056)
(
82,370)
(
-
559,426)
(
Others
37,038)
(
37,038
-
-
514,094)
(
158,877)
(
-
672,971)
(
15,208,720
$ 1,199,226)
($ 120,942)
($ 13,888,552
$ Year ended December31,2016
Recognised
in other
Recognised in
comprehensive
January1
profit or loss
income
December31
Temporary differences:
-Deferred tax assets:
Sales returns and
discount provisions
166,373
$ 77,153
$ -
$ 243,526
$ Accrued royalties and
warranty provisions
327,918
326,639
-
654,557
Unrealized exchange
loss (gain)
200,697
81,480)
(
-
119,217
Unrealized loss on
financial instruments
699,962
158,326
67,946
926,234
Loss carryforward
15,848,188
2,385,024)
(
-
13,463,164
Others
332,288
49,481)
(
33,309
316,116
17,575,426
1,953,867)
(
101,255
15,722,814
-Deferred tax liabilities:
Unrealized (gain) loss
on cash flow hedges
50,605)
(
-
50,605
-
Amortisation charges
on goodwill
394,687)
(
82,369)
(
-
477,056)
(
Others
32,287)
(
4,751)
(
-
37,038)
(
477,579)
(
87,120)
(
50,605
514,094)
(
17,097,847
$ 2,040,987)
($ 151,860
$ 15,208,720
$ Year ended December31,2015
Year ended December31,2016 Year ended December31,2016
December31
270,483
$ 731,844
-
470,394
12,486,251
602,551
14,561,523
13,888,552
$
Recognised
in other
comprehensive
income
December31
-
$ 243,526
$ -
654,557
-
119,217
67,946
926,234
-
13,463,164
33,309
316,116
101,255
15,722,814
50,605
-
-
477,056)
(
-
37,038)
(
50,605
514,094)
(
151,860
$ 15,208,720
$
December31
243,526
$ 654,557
119,217
926,234
13,463,164
316,116
15,722,814
15,208,720
$

D. Expiration dates of unused loss carryforward and amounts of unrecognized deferred tax assets are as follows:

248

December 31, 2016

December31,2016
Year incurred
2010

2011

2012

2016
Amount filed
/ assessed
Assessed
Assessed
Assessed
Filed
Unused amount
9,392,452
$ 63,808,943
42,430,348
3,047,240
118,678,983
$ December31,2015
Unrecognised
deferred
taxassets
3,579,613
$ 24,318,605
16,170,882
1,161,351
45,230,451
$
Usable
untilyear
2020
2021
2022
2026
2011

2012

2016
Assessed
Assessed
Filed
63,808,943
42,430,348
3,047,240
118,678,983
$ December31,2015
24,318,605
16,170,882
1,161,351
45,230,451
$
2021
2022
2026
Year incurred
2011

2012
Amount filed
/ assessed
Assessed
Filed
Unused amount
66,433,000
$ 43,123,372
109,556,372
$
Unrecognised
deferred
tax assets
18,410,536
$ 11,950,753
30,361,289
$
Usable
untilyear
2021
2022
  • E. The amounts of deductible temporary differences that were not recognized as deferred tax assets are as follows:

re as follows:
Deductible temporary differences December31,2016
48,198,766
$
December31,2015
33,185,717
$
  • F. The Company has not recognized taxable temporary differences associated with investment in subsidiaries as deferred tax liabilities. As of December 31, 2016 and 2015, the amounts of temporary differences unrecognized as deferred tax liabilities were $28,052,581 and $29,289,598, respectively.

  • G. Certain revenue from the design, research, development, manufacture and sale of the thin film transistor - liquid crystal displays (TFT-LCD) and LCDs is exempt from income tax from 2008 to 2015.

  • H. The Company’s income tax returns through 2014 have been assessed and approved by the Tax Authority.

  • I. Unappropriated retained earnings recorded by the Company pertain to retained earnings after 1998.

  • J. The details of imputation system are as follows:


The details of imputation system are as follows:
(a) Balance of tax credit account
(b) Estimated (Actual) creditable tax rate
December31,2016
1,420,948
$ 2016 (Estimated)
7.59%
December31,2015
678,189
$
2015 (Actual)
5.71%

249

(27) Earnings per share

Earnings per share
Basic earnings per share
Profit attributable to ordinary shareholders of the
parent
Weighted average number of ordinary shares
outstanding (shares in thousands)
Basic earnings per share (in dollar)
Diluted earnings per share
Profit attributable to ordinary shareholders of the
parent
Weighted average number of ordinary shares
outstanding (shares in thousands)
Assumed conversion of all dilutive potential
ordinary shares:
-Employees’ compensation
-Restricted stocks
Diluted earnings per share (in dollar)
Years endedDecember31,
2016
1,870,687
$ 9,947,293
0.19
$ 1,870,687
$ 9,947,293
54,316
4,052
10,005,661
0.19
$
2015
10,815,594
$ 9,922,525
1.09
$ 10,815,594
$ 9,922,525
116,513
27,519
10,066,557
1.07
$

As employee stock options had anti-dilutive effect for the years ended December 31, 2015, they were not included in the calculation of diluted earnings per share.

(28) Non-cash transaction

Investing activities with partial cash payments:

Non-cash transaction
Investing activities with partial cash payments:
Purchase of property, plant and equipment
Add: Opening balance of payable on equipment
Less: Ending balance of payable on equipment

Cash paid during the year
Years ended December31,
2016
41,145,085
$ 4,119,425
3,108,898)
(
(
42,155,612
$
2015
22,483,127
$ 2,732,538
4,119,425)

21,096,240
$

RELATED PARTY TRANSACTIONS

(1) Significant related party transactions

A. Operating revenue

D PARTY TRANSACTIONS
nificant related party transactions
Operating revenue
ash paid during the year
42,155,612
$ 21,096,240
$
42,155,612
$ 21,096,240
$
Sales of goods:
Others

Subsidiaries
Associates
Years ended December31,
2016
14,619,410
$ 11,788,496
113,916
26,521,822
$
2015
13,019,281
$ 13,048,043
233,299
26,300,623
$

The collection period was 30~120 days upon delivery or on a monthly-closing basis to related parties, and 30~90 days to non-related parties. The sales prices and the trading terms to related parties above were not significantly different from those of sales to third parties. B. Purchases of goods

250

Others
Associates
Subsidiaries
Purchases of goods:
2016
2015
3,014,178
$ 2,960,453
$ 1,363,067
311,987
223,037
123,169
4,600,282
$ 3,395,609
$ Years endedDecember31,
2016
2015
3,014,178
$ 2,960,453
$ 1,363,067
311,987
223,037
123,169
4,600,282
$ 3,395,609
$ Years endedDecember31,
2015
2,960,453
$ 311,987
123,169
3,395,609
$

The payment term was 30~120 days to related parties after delivery, and 30~180 days to non-related parties after delivery or on a monthly-closing basis. The purchase prices and the payment terms to related parties above were not materially different from those of purchases from third parties. C. Consigned processing

(a) Consigned processing


onsigned processing
) Consigned processing
Years ended December 31,
2016 2015
Processing costs:
Subsidiaries $ 89,840,173
$ 122,717,171
Others 40,737 31,116
$ 89,880,910
$ 122,748,287
) Balance of consigned processing at the end of year (shown as “Other payables”)
December 31,2016 December 31,2015
Payables to related parties:
Subsidiaries $ 1,188,143
$ 3,765,006

(b) Balance of consigned processing at the end of year (shown as “Other payables”)

The Company subcontracted the processing of products of associates in Mainland China. The processing fees were mainly charged based on cost plus method.

D. Service revenue (Shown as “other revenue”)

Service revenue:
Subsidiaries
Associates
December31,2016
207,244
$ 42,996
250,240
$
December31,2015
-
$ 25,597
25,597
$

E. Receivables from related parties:

Receivables from related parties:
December31,2016 December31,2015
Accounts receivable:
Others $ 9,618,406
$ 2,659,151
Subsidiaries 655,047 519,539
Associates 47,743 81,427
10,321,196 3,260,117
Less: Transfer to other receivables ( 105,539)
( 355,364)
Allowance for sales returns and discounts ( 16,643)
-
$ 10,199,014
$ 2,904,753

251

  • (a) The receivables from related parties arise mainly from sales transactions. The receivables are due 30~120 days after the date of sale. The receivables are unsecured in nature and bear no interest. There are no provisions held against receivables from related parties.

  • (b) The above receivables from related parties that exceed normal granting periods were transferred to ‘other receivables – related parties’.

F. Other receivables from related parties

G. Payables to related parties:
Transfer from accounts receivable
Other receivables
Accounts payable:
Subsidiaries
Others
Associates
December31,2016
105,539
$ 17,552
123,091
$ December31,2016
48,369,524
$ 1,727,306
223,584
50,320,414
$
December31,2015
355,364
$ 22,000
377,364
$
December31,2015
44,235,860
$ 1,130,282
67,720
45,433,862
$

The payables to related parties arise mainly from purchase transactions and are due 30~120 days after the date of purchase. The payables bear no interest.

  • H. Property transactions

Purchase of property

  • (a) Acquisition of property, plant and equipment:

after the date of purchase. The payables bear no interest.
H.Property transactions
Purchase of property
(a) Acquisition of property, plant and equipment:

erest.

erest.
(b) Period-end balances arising from purchases of property (shown as “Other payables”):
Key management compensation
2016
2015
Subsidiaries
83,144
$ 148,450
$ Others
17,324
7,820
Associates
-
220
100,468
$ 156,490
$ Years ended December31,
December31,2016
December31,2015
Subsidiaries
6,528
$ 542,694
$ Others
16,917
6,273
23,445
$ 548,967
$ 2016
2015
Salaries and other short-term employee benefits
138,669
$ 136,698
$ Share-based payments
665
6,286
Post-employment benefits
458
220
139,792
$ 143,204
$ Years ended December31,
Years ended December31,
2015
2016
138,669
$ 665
458
139,792
$
2015
136,698
$ 6,286
220
143,204
$

(2) Key management compensation

PLEDGED ASSETS

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

252

Book value

Pledged asset

Other financial assets-current
Time deposits
Property, plant and equipment
Intagible assets
Other non-current assets
Time deposits
December31,2016

-
$ 80,828,544
15,551
752
80,844,847
$
December31,2015
Purpose
856
$ Land lease
59,669,639
Long-term loans and performance
guarantee for lease payable
-
Long-term loans and performance
guarantee for lease payable
119,703
Tariff guarantee, land lease and
guarantee for contract
59,790,198
$

SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED CONTRACT COMMITMENTS

- (1) Contingencies Significant Litigations

  • A. Chi Mei Optoelectronics Corporation (the “CMO”), Chi Mei Optoelectronics Japan Co., Ltd., Chi Mei Optoelectronics UK Ltd., Chi Mei Optoelectronics Europe B.V., and Chi Mei Optoelectronics USA Inc. were investigated by the United States (the “U.S.”) Department of Justice in December 2006 for alleged violation of the anti-trust laws. Moreover, authorities of some U.S state governments, as well as the governments of the European Union, China, Brazil and Korea also started to investigate this case. For Brazil case, the Company is continuously cooperating with the investigation. In addition, certain downstream customers and consumers brought class-actions and/or individual civil lawsuits in the U.S. and Canada against the TFT-LCD companies; and in certain lawsuits, CMO and Chi Mei Optoelectronics USA Inc. were listed as defendants. Details of the investigations on significant cases related to the alleged violation of the anti-trust laws are as follows:

  • (a) The Company had reached a plea agreement with the U.S. Department of Justice in December 2009, agreeing to pay a fine of US$220 million through installment over five years. The fine had been fully paid as of February 2015.

    • The Company had also reached out-of-court settlement agreements with the plaintiffs on separate civil lawsuits in the U.S. since 2012 and recognized related losses.

    • Further, the Company had reached out-of-court settlement agreements with fourteen State Governments since November 2011, agreeing to pay civil statutory damages in order to settle these civil lawsuits. All civil lawsuits between the Company and the U.S state governments have been settled.

  • (b) In December 2010, the Company had been ordered by the European Commission to pay a fine of EUR 300 million. The Company appealed the case in February 2011, and the General Court of the European Union rendered a judgment in February 2014 lowering the fine from EUR 300 million to EUR 288 million. The Company further filed an appeal against a part of the judgment and the Court of Justice of the European Union has adjudicated to maintain the aforementioned amount of fine.

  • (c) Except for those anti-trust litigations for which the ultimate results cannot be reliably estimated, the Company has recognized actual or estimated losses or liabilities in “Current Provisions”.

253

B. Eidos Displays, LLC and Eidos III, LLC (“Eidos”) filed a lawsuit with the United States District Court for the District of East Texas on April 25, 2011, alleging infringement of its patent. The administrative law judge has ruled a summary judgment for the lawsuit in December 2013 rendering Eidos’ patent as invalid, and the presiding judge has confirmed the summary judgment in January 2014. Eidos has filed a complaint in February 2014. The United States Court of Appeals for the Federal Circuit has rejected the judgement and sent back to the United States District Court in March 2015. The Company submitted an application to ask the United States Court of Appeals for the Federal Circuit to rehear en banc in April 2015. Though the United States Court of Appeals rejected the request in June 2015, the Company appealed to the Supreme Court in September 2015 and petitioned for writ of certiorari. The Supreme Court of the United States has denied the appeal of the Company in November 2015. The case remains at the ruling by the United States Court of Appeals for the Federal Circuit in March 2015. However, the results of the litigation are uncertain and are dependent on the future litigation progress. The Company does not expect that the lawsuit would have a material adverse effect on the Company’s financial position or results of operations in the short-term.

(2) Commitments

  • A. Capital expenditures contracted for at the balance sheet date but not yet incurred are as follows:

Property, plant and equipment

December31,2016
17,663,033
$
December31,2015
38,262,634
$
  • B. Operating lease commitments

The Company leases plant, land and warehouses under non-cancellable operating lease agreements. The majority of lease agreements are renewable at the end of the lease period at market rate. The future aggregate minimum lease payments under non-cancellable operating leases are as follows:

Not later than one year
Later than one year but not later than five years
Later than five years
December31,2016
527,419
$ 1,861,776
880,359
3,269,554
$
December31,2015
508,974
$ 1,873,940
1,207,891
3,590,805
$

C. Outstanding letters of credit

The outstanding letters of credit for the purchase of property, plant and equipment are as follows:

Outstanding letters of credit December31,2016
245,565
$
December31,2015
474,222
$

SIGNIFICANT DISASTER LOSS

The Company’s partial inventories and buildings were damaged due to the earthquake which occurred in Kaohsiung, Taiwan on February 6, 2016. The Company has conducted a preliminary disaster assessment and a conservative estimation on insurance claim to assess possible disaster loss. However, the Company has full earthquake insurance and business interruption insurance to cover the operating costs of inventories and building during the repair period. The Company is actively processing the insurance claims. Based on the initial assessment, the Company may incur a probable loss after taking the insurance claims into account. Accordingly, the company recognized a loss of $1,296,166 for the year

254

ended December 31, 2016, shown as “Other gains and losses”.

SIGNIFICANT EVENTS AFTER THE BALANCE SHEET DATE

None.

OTHERS

Capital management

The Company’s objectives are to maintain an optimal capital structure, and constructively reduce the debt ratio and the cost of capital in order to maximize shareholders' equity.

Financial instruments

  • A. Fair value information of financial instruments

The carrying amounts of the Company’s financial instruments not measured at fair value (including cash and cash equivalents, accounts receivable, other receivables, other financial assets-current, short-term loans, accounts payable, other payables and long-term loans) are approximate to their fair values. The fair value information of financial instruments measured at fair value is provided in Note 12(3).

  • B. Financial risk management policies

  • (a) The Company’s activities expose it to a variety of financial risks: market risk (including foreign exchange risk, interest rate risk and price risk), credit risk and liquidity risk. The Company’s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Company’s financial position and financial performance. The Company uses derivative financial instruments to hedge certain risk exposures (see Notes 6(2), (4)).

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

  • C. Significant financial risks and degrees of financial risks

  • (a) Market risk

Foreign exchange risk

  • e) The Company operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the USD and RMB. Foreign exchange risk arises from future commercial transactions, recognized assets and liabilities and net investments in foreign operations.

  • f) Management has set up a policy to require group companies to manage their foreign exchange risk against their functional currency. The group companies are required to hedge their entire foreign exchange risk exposure via the Company’s treasury departments. To manage their foreign exchange risk arising from future commercial transactions and recognized assets and liabilities, entities in the Company use forward foreign exchange contracts. Foreign exchange risk arises when future commercial transactions or recognized assets or liabilities are denominated in a currency that is not the entity’s functional currency.

  • g) The Company’s businesses involve some non-functional currency operations (the Company’s functional currency: NTD). Based on the simulations performed, the impact on post-tax profit of a 1% exchange rate fluctuation would be an increase of $35,439 and $29,120 for the years ended December 31, 2016 and 2015, respectively. The information on

255

assets and liabilities denominated in foreign currencies whose values would be materially affected by the exchange rate fluctuations is as follows:

Foreign
Currency
Exchange
Amount
Rate
Book Value
(In Thousands)
(Note)
(NTD)
Financial asstes
Monetary items
USD
2,348,586
$ 32.25
75,741,899
$ JPY
388,289
0.28
108,721
EUR
80,977
33.90
2,745,120
Non-monetary
items
USD
2,337,217
$ 32.25
75,375,248
$ HKD
223,521
4.16
929,847
JPY
5,619,277
0.28
1,573,398
EUR
3,703
33.90
125,532
Monetary items
USD
2,088,145
$ 32.25
67,342,676
$ JPY
27,233,384
0.28
7,625,348
EUR
2,471
33.90
83,767
December 31,2016
Financial liabilities
December 31,2015 December 31,2015
Foreign
Currency
Exchange
Amount
Rate
(In Thousands)
(Note)
2,229,374
$ 32.83
1,607,428
0.27
75,928
35.88
2,342,530
$ 32.83
178,232
4.24
5,527,619
0.27
3,697
35.88
1,990,752
$ 32.83
29,475,552
0.27
3,397
35.88
Book Value
(NTD)
73,190,348
$ 434,006
2,724,297
76,905,260
$ 755,704
1,492,457
132,648
65,356,388
$ 7,958,399
121,884



  • Note: Exchange rate represents the amount of NT dollars for which one foreign currency could be exchanged.

  • h) Total exchange loss including realized and unrealized arising from significant foreign exchange variation on the monetary items held by the Company for the years ended December 31, 2016 and 2015 amounted to $306,238 and $66,797, respectively.

Price risk

  • a) The Company is exposed to equity securities price risk because of investments held by the Company that are classified on the parent company only balance sheet either as available-for-sale or at fair value through profit or loss. To manage its price risk arising from investments in equity securities, the Company diversifies its portfolio in accordance with the policy set by the Company.

  • b) The Company’s investments in equity securities comprise domestic listed and unlisted stocks. The prices of equity securities would change due to the change of the future value of investee companies. If the prices of these equity securities had increased/decreased by 20% with all other variables held constant, other components of equity for the years ended December 31, 2016 and 2015 would have increased/decreased by $329,597 and $388,983, respectively, as a result of gains/losses on equity securities classified as available-for-sale.

Interest rate risk

  • a) The Company’s interest rate risk arises from long-term borrowings. Borrowings issued at variable rates expose the Company to cash flow interest rate risk which is partially offset by cash and cash equivalents held at variable rates. Borrowings issued at fixed rates expose the Company to fair value interest rate risk. During the years ended December 31, 2016 and 2015, the Company’s borrowings at variable rate were denominated in the NTD.

  • b) The Company analyzes its interest rate exposure on a dynamic basis. Various scenarios are simulated taking into consideration refinancing, renewal of existing positions, alternative financing and hedging. Based on these scenarios, the Company calculates the impact on profit and loss of a defined interest rate shift. For each simulation, the same interest rate

256

shift is used for all currencies. The scenarios are run only for liabilities that represent the major interest-bearing positions.

  • c) Based on the simulations performed, the impact on post-tax profit of a 0.25% shift would be a maximum increase of $112,100 or decrease of $150,700 for the years ended December 31, 2016 and 2015, respectively. The simulation is done on a quarterly basis to verify that the maximum loss potential is within the limit given by the management.

  • d) Based on the various scenarios, the Company manages its cash flow interest rate risk by using floating-to-fixed interest rate swaps. Such interest rate swaps have the economic effect of converting borrowings from floating rates to fixed rates. Generally, the Company raises long-term borrowings at floating rates and swaps them into fixed rates that are lower than those available if the Company borrowed at fixed rates directly. The Company agrees with other parties to exchange interest rate, at specified intervals. The difference between fixed contract rates and floating-rate interest amounts are calculated by reference to the agreed notional amounts.

  • (b) Credit risk

  • a) Credit risk refers to the risk of financial loss to the Company arising from default by the clients or counterparties of financial instruments on the contract obligations. According to the Company’s credit policy, each local entity in the Company is responsible for managing and analyzing the credit risk for each of their new clients before standard payment and delivery terms and conditions are offered. Customer credit quality is assessed via internal risk control, considering customer financial position, past experience and other factors. Individual risk limits are set by the board of directors based on internal or external ratings. The utilization of credit limits is regularly monitored. Credit risk arises from cash and cash equivalents, derivative financial instruments and deposits with banks and financial institutions, as well as credit exposures to wholesale and retail customers, including outstanding receivables. Because the Company's counterparties and executor are banks with good credit standing and financial institutions and government with investment grade or above, there is no significant default. Therefore, there is no significant credit risk.

  • b) No credit limits were exceeded during the reporting periods. Management does not expect any significant losses from non-performance by these counterparties.

  • c) The individual analysis of financial assets that had been impaired is provided in Note 6.

  • (c) Liquidity risk

  • a) Company treasury monitors rolling forecasts of the Company’s liquidity requirements to ensure it has sufficient cash to meet operational needs while maintaining sufficient headroom on its undrawn committed borrowing facilities (Note 6(13)) at all times so that the Company does not breach borrowing limits or covenants (where applicable) on any of its borrowing facilities. Such forecasting takes into consideration the Company’s debt financing plans, covenant compliance, compliance with internal balance sheet ratio targets and external regulatory or legal requirements.

  • b) Surplus cash held by the operating entities over and above balance required for working capital management are transferred to the Company treasury. Company treasury invests surplus cash in interest bearing savings accounts, time deposits, money market deposits and marketable securities. The Company chooses instruments that are with appropriate maturities or sufficient liquidity to provide sufficient headroom as determined by the abovementioned forecasts. These are expected to readily generate cash inflows for managing liquidity risk.

257

  • c) The table below analyses the Company’s non-derivative financial liabilities and net-settled or gross-settled derivative financial liabilities into relevant maturity groupings based on the remaining period at the balance sheet date to the contractual maturity date for non-derivative financial liabilities and to the expected maturity date for derivative financial liabilities. The amounts disclosed in the table are the contractual undiscounted cash flows.

Non-derivative financial liabilities:

Non-derivative financial liabilities:
Less than
December 31,2016
1year
Short-term borrowings
11,583,750
$ Accounts payable
79,570,439
Other payables
20,188,656
Long-term borrowings
(including current portion)
16,440,000
Less than
December31,2015
1year
Accounts payable
73,164,897
$ Other payables
24,387,687
Long-term borrowings
(including current portion)
16,440,000
Derivative financial liabilities:
December 31,2016
Forward exchange contracts
December31,2015
Forward exchange contracts
Between 1
Between 3
and 3years
and 5years
-
$ -
$ -
-
-
-
27,850,000
550,000
Between 1
Between 3
and3 years
and5 years
-
$ -
$ -
-
43,840,000
-
Less than 1year

$ 734,915
$ Less than 1year

$ 53,921
$
Total
11,583,750
$ 79,570,439
20,188,656
44,840,000
Total
73,164,897
$ 24,387,687
60,280,000
Total
$ 734,915
Total
$ 53,921
  • d) The related information on the repayment of the medium and long-term syndicated loans from the ‘‘Agreed-upon Agreement’’ is described in Note 6(13).

Fair value estimation

  • A. Details of the fair value of the Company’s financial assets and financial liabilities not measured at fair value are provided in Note 12(2)A. Details of the fair value of the Company’s investment property measured at cost are provided in Note 6(10).

  • B. The different levels that the inputs to valuation techniques are used to measure fair value of financial and non-financial instruments have been defined as follows:

  • Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date. A market is regarded as active where a market in which transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis. The fair value of the Company’s investment in listed stocks and on-the-run bonds is included in Level 1.

  • Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. The fair value of the Company’s investment in derivative instruments is included in Level 2.

  • Level 3: Unobservable inputs for the asset or liability. The fair value of the Company’s investment in equity investment without active market is included in Level 3.

  • C. The related information of financial and non-financial instruments measured at fair value by level on the basis of the nature, characteristics and risks of the assets and liabilities at December 31, 2016 and 2015 is as follows:

258

December31,2016 Level 1 Level 2 Level3 Total
Assets
Recurring fair value measurements
Financial assets at fair value
through profit or loss
Forward exchange contracts $ -
$ 64,241
$ -
$ 64,241
Available-for-sale financial assets
Equity securities 1,438,809 - 209,174 1,647,983
$ 1,438,809 $ 64,241
$ 209,174 $ 1,712,224
Liabilities
Recurring fair value measurements
Financial liabilities at fair value
through profit or loss
Forward exchange contracts $ -
$ 734,915 $ - $ 734,915
December31,2015 Level 1 Level 2 Level3 Total
Assets
Recurring fair value measurements
Financial assets at fair value
through profit or loss
Forward exchange contracts $ -
$ 81,858
$ -
$ 81,858
Available-for-sale financial assets
Equity securities 1,562,871 - 382,046 1,944,917
$ 1,562,871 $ 81,858
$ 382,046 $ 2,026,775
Liabilities
Recurring fair value measurements
Financial liabilities at fair value
through profit or loss
Forward exchange contracts $ -
$ 53,921
$ - $ 53,921
The methods and assumptions the Company used to measure fair value are as follows:
a) The instruments the Company used market quoted prices as their fair values (that is, Level
are listed below by characteristics:
Listed shares Emerging stocks Corporate bond
Market quoted price Closing price Last transaction price
Weighted average
quoted price
  • D. The methods and assumptions the Company used to measure fair value are as follows:

  • (a) The instruments the Company used market quoted prices as their fair values (that is, Level 1) are listed below by characteristics:

  • (b) Except for financial instruments with active markets, the fair value of other financial instruments is measured by using valuation techniques or by reference to counterparty quotes. The fair value of financial instruments measured by using valuation techniques can be referred to current fair value of instruments with similar terms and characteristics in substance, discounted cash flow method or other valuation methods, including calculated by applying model using market information available at the parent company only balance sheet date.

  • (c) When assessing non-standard and low-complexity financial instruments, for example, debt instruments without active market, interest rate swap contracts, foreign exchange swap contracts and options, the Company adopts valuation technique that is widely used by market participants.

259

The inputs used in the valuation method to measure these financial instruments are normally observable in the market.

  • (d) The valuation of derivative financial instruments is based on valuation model widely accepted by market participants, such as present value techniques and option pricing models. Forward exchange contracts are usually valued based on the current forward exchange rate.

  • (e) The output of valuation model is an estimated value and the valuation technique may not be able to capture all relevant factors of the Company’s financial and non-financial instruments. Therefore, the estimated value derived using valuation model is adjusted accordingly with additional inputs, for example, model risk or liquidity risk and etc. In accordance with the Company’s management policies and relevant control procedures relating to the valuation models used for fair value measurement, management believes adjustment to valuation is necessary in order to reasonably represent the fair value of financial and non-financial instruments at the parent company only balance sheet. The inputs and pricing information used during valuation are carefully assessed and adjusted based on current market conditions.

  • (f) The Company takes into account adjustments for credit risks to measure the fair value of financial and non-financial instruments to reflect credit risk of the counterparty and the Company’s credit quality.

  • E. For the years ended December 31, 2016 and 2015, there was no transfer between Level 1 and Level 2.

  • F. The following table presents the changes in level 3 instruments as at December 31, 2016 and 2015:

Equitysecurities Equitysecurities Equitysecurities
2016 2015
At January 1 $ 382,046
$ 563,496
Proceeds from capital reduction ( 159,335)
-
Gains and losses recognized in other comprehensive
income ( 13,537)
( 181,450)
At December 31 $ 209,174
$ 382,046
  • G. For the years ended December 31, 2016 and 2015, there was no transfer into or out from Level 3.

  • H.Investment management segment is in charge of valuation procedures for fair value measurements being categorized within Level 3, which is to verify independent fair value of financial instruments. Such assessment is to ensure the valuation results are reasonable by applying independent information to make results close to current market conditions, confirming the resource of information is independent, reliable and in line with other resources and represented as the exercisable price, and frequently calibrating valuation model, performing back-testing, updating inputs used to the valuation model and making any other necessary adjustments to the fair value.

  • Investment management segment set up valuation policies, valuation processes and rules for measuring fair value of financial instruments and ensure compliance with the related requirements in IFRS.

  • I. The following is the qualitative information of significant unobservable inputs and sensitivity analysis of changes in significant unobservable inputs to valuation model used in Level 3 fair value measurement:

260

Non-derivative
equity instrument:
Non-derivative
equity instrument:
Unlisted shares
Unlisted shares
Fair value
at December
Valuation
Significant
31,2016
technique
unobservable input
Fair value
at December
Valuation
Significant
31,2015
technique
unobservable input
Discount for lack of
marketability
382,046
$ Market
comparable
companies
Price to earnings
ratio multiple,
price to book ratio
multiple control
premium
Discount for lack of
marketability
209,174
$ Market
comparable
companies
Price to earnings
ratio multiple,
price to book ratio
multiple control
premium
Range
(Weighted
Relationship of
average)
inputs to fair value
Range
(Weighted
Relationship of
average)
inputs to fair value
The higher the
multiple and control
premium, the higher
the fair value
20%~30%
(22%)
The higher the
discount for lack of
marketability, the
lower the fair value
0.56~1.41
(0.70)
30%
(29%)
The higher the
discount for lack of
marketability, the
lower the fair value
0.68~1.55
(0.88)
The higher the
multiple and control
premium, the higher
the fair value
Relationship of
inputs to fair value
  • J. The Company has carefully assessed the valuation models and assumptions used to measure fair value; therefore, the fair value measurement is reasonable. However, use of different valuation models or assumptions may result in different measurement. The following is the effect of profit or loss or of other comprehensive income from financial assets and liabilities categorised within Level 3 if the inputs used to valuation models have changed:

Recognised in other

Recognised in other
SUPPLEMENTARY DISCLOSURES
Significant transactions information
Financial assets
Period
Equity instrument
2016/12/31
Equity instrument
2015/12/31
Input
209,174
$ 382,046
Change
± 1%
± 1%
Favourable
Unfavourable
change
change
2,092
$ 2,092)
($ 3,820
3,820)
(
comprehensive income
  • A. Loans to others: Please refer to table 1.

  • B. Provision of endorsements and guarantees to others: None.

  • C. Holding of marketable securities at the end of the period (not including subsidiaries, associates and joint ventures): Please refer to table 2.

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

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

261

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

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

  • H. Receivables from related parties reaching $100 million or 20% of paid-in capital or more: Please refer to table 4.

  • I. Trading in derivative instruments undertaken during the reporting periods: Please refer to Notes 6(2) and 6(4).

  • J. Significant inter-company transactions during the reporting periods: Please refer to table 5.

Information on investees

  • Names, locations and other information of investee companies (not including investees in Mainland China): Please refer to table 6.

Information on investments in Mainland China

  • A. Basic information: Please refer to table 7.

  • B. Significant transactions, either directly or indirectly through a third area, with investee companies in the Mainland Area: Please refer to Table 1, 3, 4 and 5.

SEGMENT INFORMATION

None.

262

Innolux Corporation

Loans to others

For the year ended December 31, 2016

Table 1

Expressed in thousands of NTD (Except as otherwise indicated)

No. Creditor Borrower General Is a Maximum Balance at Actual Interest Nature of Amount of Reason for Allowance Collateral Collateral Collateral Limit on loans Ceiling on total Footnote
ledger related outstanding December 31, amount rate loan transactions short-term for doubtful granted to a loans granted
account party balance during the
2016
drawn down with the financing accounts single party
year ended borrower
December 31,
2016
Item Value
1 Innocom Foshan Innolux Other Related
$ 5,084,600
$ 4,154,800 $ 4,127,390 1.1%~ Short-term
$
- Operating $ - $ - - $ 226,006,363 $ 226,006,363 A
Technology Optoelectronics receivables parties 1.5% financing support
(Shenzhen) Co., Ltd.
Ltd.
1 Innocom Ningbo Innolux Other Related
2,092,050

2,092,050

2,092,050

1.5%
Short-term - Operating - - - 226,006,363 226,006,363 A
Technology Optoelectronics receivables parties financing support
(Shenzhen) Co., Ltd.
Ltd.
1 Innocom Ningbo Innolux Other Related
650,860

-

-

0%
Short-term - Operating - - - 226,006,363 226,006,363 A
Technology Technology Ltd. receivables parties financing support
(Shenzhen) Co.,
Ltd.
1 Innocom Ningbo Innolux Other Related
1,720,130

1,720,130

1,720,130

1.5%
Short-term - Operating - - - 226,006,363 226,006,363 A
Technology Display Ltd. receivables parties financing support
(Shenzhen) Co.,
Ltd.
1 Innocom Nanjing Innolux Other Related
3,579,730

2,835,890

2,835,890

1.5%
Short-term - Operating - - - 226,006,363 226,006,363 A
Technology Optoelectronics receivables parties financing support
(Shenzhen) Co., Ltd.
Ltd.
2 Nanjng Innolux Nanjing Innolux Other Related
371,920

371,920

371,920

1.5%
Short-term - Operating - - - 226,006,363 A
Technology Ltd. Optoelectronics receivables parties financing support 226,006,363
Ltd.
3 Innolux Innolux Hong Other Related
193,500

193,500

193,500
0.56%~ Short-term - Operating - - - 226,006,363 226,006,363 A
Technology USA Kong Ltd. receivables parties 0.81% financing support
Inc.
4 Innolux Innolux Hong Other Related
1,314,502

1,314,502

1,287,584
0.007%~ Short-term - Operating - - - 226,006,363 226,006,363 A
Technology Kong Ltd. receivables parties 0.997% financing support
Europe B.V.

263

5 Innolux Leadtek Global Other Related 1,433,120 1,433,120 1,433,120 0.5% Short-term - Operating - - - 226,006,363 226,006,363 A Technology Japan Group Limited receivables parties financing support Co., Ltd.


5
Innolux
Technology Japan
Co., Ltd.
Leadtek Global
Group Limited
Other
receivables
Related
parties

1,433,120

1,433,120
1,433,120 1,433,120 0.5%
Short-term
financing
- Operating
support
- -
-
226,006,363
226,006,363
A
No.
Creditor
Borrower
General
ledger
account
6
Innolux
Optoelectronics
Japan Co., Ltd.
Leadtek Global
Group Limited
Other
receivables
7
Asiaward
Investment Ltd.
Best China
Investments Ltd.
Other
receivables
8
Best China
Investments Ltd.
Lakers Trading
Ltd.
Other
receivables
9
Main Dynasty
Investment Ltd.
Mega Chance
Investments Ltd.
Other
receivables
10 Mega Chance
Investments Ltd.
Lakers Trading
Ltd.
Other
receivables
11 Sun Dynasty
Development
Limited
Magic Sun
Limited
Other
receivables
12 Magic Sun
Limited
Lakers Trading
Ltd.
Other
receivables
13 Warriors
Technology
Investments Ltd.
Lakers Trading
Ltd.
Other
receivables
Is a
related
Maximum
outstanding
balance during the
Balance at
December 31,
2016
$ 689,000
261,686
261,686
430,951
430,951
1,074,111
1,074,111
354,750
Actual
amount
drawn down
$ 689,000
261,686
261,686
430,951
430,951
1,074,111
1,074,111
354,750
Interest
rate
Nature of
loan

0.5%
Short-term
financing

0%
Short-term
financing
0%
Short-term
financing
0%
Short-term
financing
0%
Short-term
financing
0%
Short-term
financing
0%
Short-term
financing
0%
Short-term
financing
Amount of
transactions
with the
borrower
$ -
-
-
-
-
-
-
-
Reason for Allowance
for doubtful
accounts
$ -
-
-
-
-
-
-
-
Collateral
Item
Value
- $ -
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Limit on loans
granted to a
single party
Ceiling on total
loans granted
$ 226,006,363 $ 226,006,363
226,006,363
226,006,363
226,006,363
226,006,363
226,006,363
226,006,363
226,006,363
226,006,363
226,006,363
226,006,363
226,006,363
226,006,363
226,006,363
226,006,363
Footnote
short-term
financing
Operating
support
Operating
support
Operating
support
Operating
support
Operating
support
Operating
support
Operating
support
Operating
support
A
A
A
A
A
A
A
A
party
Related
parties
Related
parties
Related
parties
Related
parties
Related
parties
Related
parties
Related
parties
Related
parties










year ended
December 31,
2016
$ 689,000
261,686
261,686
430,951
430,951
1,074,111
1,074,111
354,750

Note A: The Company - Innolux Corporation

1.For loans obtained for short-term financing, financial limit on loans granted to a single party shall not exceed 10% of the company’s net equity, based on the most recent audited financial statements of the company.

2.The financial limit on loans granted shall not exceed 40% of the company’s net equity. If it is for short-term capital needs, the limit shall not exceed 30% of the company’s net equity.

3.The policy for loans granted to direct or indirect wholly-owned overseas subsidiaries is as follows: for short-term capital needs, financial limit shall not be below the 40% requirement, but should not exceed 100% of the company’s net equity.

264

Innolux Corporation

Holding of marketable securities at the end of the period (not including subsidiaries, associates and joint ventures)

Table 2

Expressed in thousands of NTD (Except as otherwise indicated)

December 31, 2016

Securities held by
Marketable securities
Common stock
Innolux Corporation
AvanStrate Inc.
Innolux Corporation
TPV Technology Ltd.
Innolux Corporation
Chi Lin Optoelectronics Co., Ltd.
Innolux Corporation
Epistar Corporation
Innolux Corporation
Chimei Materials Technology Corp.
Innolux Corporation
Allied Material Technology Corp.
Yuan Chi Investment Co., Ltd.
Trillion Science Inc.
Yuan Chi Investment Co., Ltd.
China Electric Mfg. Corp.
InnoJoy Investment Corporation
Advanced Optoelectronic Technology, Inc.
InnoJoy Investment Corporation
Fitipower Integrated Technology Inc.
InnoJoy Investment Corporation
G-TECH Optoelectronics Corporation
Warriors Technology Investments
Ltd.
OED Holding Ltd.
Warriors Technology Investments
Ltd.
General Interface Solution (GIS) Holding
Limited
Nets trading Ltd.
PilotTech Global Fund
Relationship
with the
securities issuer
General ledger account
None
Available-for-sale financial assets -
non-current
None
Available-for-sale financial assets -
non-current
None
Available-for-sale financial assets -
non-current
None
Available-for-sale financial assets -
non-current
None
Available-for-sale financial assets -
non-current
None
Available-for-sale financial assets -
non-current
None
Available-for-sale financial assets -
non-current
None
Available-for-sale financial assets -
non-current
None
Financial assets at fair value through
profit or loss
None
Available-for-sale financial assets -
non-current
None
Available-for-sale financial assets -
non-current
None
Available-for-sale financial assets -
non-current
None
Available-for-sale financial assets -
non-current
None
Available-for-sale financial assets -
non-current
Number of shares
900,000 $ 150,500,000
32,350,095
89,072
44,741,305
1,209
1,439,180
9,282,000
11,165,222
10,000,000
3,993,565
16,000,000
40,500,000
90
As of December 31, 2016
Book value
Ownership (%)
53,574
1
$ 826,028
6
155,600
19
2,062
-
610,719
9
-
-
796
3
69,151
2
250,101
8
303,000
7
81,868
2
4,695
6
3,705,750
13
27,686
-
Fair value
53,574
826,028
155,600
2,062
610,719
-
796
69,151
250,101
303,000
81,868
4,695
3,705,750
27,686
Footnote

265

Innolux Corporation

Purchases or sales of goods from or to related parties reaching $100 million or 20% of paid-in capital or more

For the year ended December 31, 2016

Table 3
Purchaser/seller
Counterparty
Relationship with the
counterparty
Innolux Corporation
Hon Hai Precision Industry
Co., Ltd.
Same major stockholder
Innolux Corporation
Lakers Trading Ltd.
An indirect wholly-owned
subsidiary
Innolux Corporation
Innolux Optoelectronics Japan
Co., Ltd.
A subsidiary of the Company
Innolux Corporation
Honfujin Precision Electronics
(Chongqing) Co., Ltd.
An indirect wholly-owned
subsidiary of Hon Hai
Precision Industry Co., Ltd.
Innolux Corporation
Innolux Hong Kong Ltd.
An indirect wholly-owned
subsidiary
Innolux Corporation
Competition Team Technology
(India) Private Limited
An indirect wholly-owned
subsidiary of Hon Hai
Precision Industry Co., Ltd.
Innolux Corporation
Innolux Technology USA Inc. An indirect wholly-owned
subsidiary
Innolux Corporation
Hongfujin Precision Industry
(Yantai) Co., Ltd.
An indirect wholly-owned
subsidiary of Hon Hai
Precision Industry Co., Ltd.
Innolux Corporation
Hongfutai Precision Electrons
(Yantai) Co., Ltd.
An indirect wholly-owned
subsidiary of Hon Hai
Precision Industry Co., Ltd.
Innolux Corporation
Innolux Optoelectronics USA,
Inc.
An indirect wholly-owned
subsidiary
Innolux Corporation
eCMMS Precision Singapore
Pte. Ltd.
An indirect wholly-owned
subsidiary of Hon Hai
Precision Industry Co., Ltd.
Innolux Corporation
Chi Lin Optoelectronics Co.,
Ltd.
The company is a corporate
director of Chi Lin
Optoelectronics
Innolux Corporation
Hongfujin Precision
Electronics (Zhenzhou) Co.,
Ltd.
An indirect wholly-owned
subsidiary of Hon Hai
Precision Industry Co., Ltd.
Purchases
(sales)
Sales
$ Sales
Sales
Sales
Sales
Sales
Sales
Sales
Sales
Sales
Sales
Sales
Sales
Transaction
Amount
Percentage of
total purchases
(sales)
Credit term
8,777,756
3
60-90 days
6,392,974
2
60 days
2,017,948
1
45 days
1,835,243
1
45-90 days
1,341,129
-
60 days
953,423
-
90 days
949,933
-
60 days
836,014
-
60-90 days
621,286
-
90 days
541,547
-
45 days
522,717
-
90 days
434,659
-
45 days
372,736
-
60 days
Expressed in thousands of NTD
(Except as otherwise indicated)
Differences in transaction terms
compared to third party
transactions
Notes/accounts
Unit price
Credit term
Balance
Similar with
general sales
No material
difference
$ 7,605,574
Similar with
general sales
No material
difference
-
Single sales
target, no basis
for comparison
No material
difference
151,853
Similar with
general sales
No material
difference
563,698
Similar with
general sales
No material
difference
-
Similar with
general sales
No material
difference
317,648
Similar with
general sales
No material
difference
-
Similar with
general sales
No material
difference
367,210
Similar with
general sales
No material
difference
445,861
Similar with
general sales
No material
difference
66,671
Similar with
general sales
No material
difference
118,971
Similar with
general sales
No material
difference
65,137
Similar with
general sales
No material
difference
-
Expressed in thousands of NTD
(Except as otherwise indicated)
Differences in transaction terms
compared to third party
transactions
Notes/accounts
Unit price
Credit term
Balance
Similar with
general sales
No material
difference
$ 7,605,574
Similar with
general sales
No material
difference
-
Single sales
target, no basis
for comparison
No material
difference
151,853
Similar with
general sales
No material
difference
563,698
Similar with
general sales
No material
difference
-
Similar with
general sales
No material
difference
317,648
Similar with
general sales
No material
difference
-
Similar with
general sales
No material
difference
367,210
Similar with
general sales
No material
difference
445,861
Similar with
general sales
No material
difference
66,671
Similar with
general sales
No material
difference
118,971
Similar with
general sales
No material
difference
65,137
Similar with
general sales
No material
difference
-
Expressed in thousands of NTD
(Except as otherwise indicated)
Differences in transaction terms
compared to third party
transactions
Notes/accounts
Unit price
Credit term
Balance
Similar with
general sales
No material
difference
$ 7,605,574
Similar with
general sales
No material
difference
-
Single sales
target, no basis
for comparison
No material
difference
151,853
Similar with
general sales
No material
difference
563,698
Similar with
general sales
No material
difference
-
Similar with
general sales
No material
difference
317,648
Similar with
general sales
No material
difference
-
Similar with
general sales
No material
difference
367,210
Similar with
general sales
No material
difference
445,861
Similar with
general sales
No material
difference
66,671
Similar with
general sales
No material
difference
118,971
Similar with
general sales
No material
difference
65,137
Similar with
general sales
No material
difference
-
receivable (payable)
Percentage of total
notes/accounts
receivable (payable)
12
-
-
1
-
1
-
1
1
-
-
-
-
Footnote

$

Balance
7,605,574
-
151,853
563,698
-
317,648
-
367,210
445,861
66,671
118,971
65,137
-

266

Purchaser/seller
Counterparty
Relationship with the
counterparty
Innolux Corporation
Ningbo Innolux Display Ltd.
An indirect wholly-owned
subsidiary
Innolux Corporation
Hongfujin Precision Industry
(Wuhan) Co., Ltd.
An indirect wholly-owned
subsidiary of Hon Hai
Precision Industry Co., Ltd.
Innolux Corporation
Nanjing Innolux
Optoelectronics Ltd.
An indirect wholly-owned
subsidiary
Innolux Corporation
Hongfujin Precision Industry
(Shenzhen) Co., Ltd.
An indirect wholly-owned
subsidiary of Hon Hai
Precision Industry Co., Ltd.
Innolux Corporation
FI Medical Device
Manufacturing Co., Ltd.
The company's investments
accounted for under the
equity method
Innolux Corporation
Innolux Optoelectronics
Europe B.V.
A subsidiary of the Company
Innolux Corporation
Hon Hai Precision Industry
Co., Ltd.
Same major stockholder
Innolux Corporation
FI Medical Device
Manufacturing Co., Ltd.
The company's investments
accounted for under the
equity method
Innolux Corporation
Chi Lin Optoelectronics Co.,
Ltd.
The company is a corporate
director of Chi Lin
Optoelectronics
Innolux Corporation
GIO Optoelectronics Corp.
The company's investments
accounted for under the
equity method
Innolux Corporation
Lakers Trading Ltd.
An indirect wholly-owned
subsidiary
Innolux Corporation
Leadtek Global Group Limited A subsidiary of the Company
Purchases
(sales)
Sales
$ Sales
Sales
Sales
Sales
Sales
Purchases
Purchases
Purchases
Purchases
Processing
expense
Processing
expense
Transaction
Amount
Percentage of
total purchases
(sales)
Credit term
242,518
-
90 days
207,343
-
90 days
141,437
-
90 days
125,330
-
60 days
113,916
-
90 days
110,182
-
30 days
2,695,546
1
60~90 days
after
acceptance
1,123,036
-
30 days after
acceptance
302,134
-
120 days after
acceptance
240,031
-
60 days after
acceptance
53,116,567
20
60-90 days
19,102,050
7
60-90 days
Differences in transaction terms
compared to third party
transactions
Notes/accounts
Unit price
Credit term
Balance
Similar with
general sales
No material
difference
$ 1,703
Similar with
general sales
No material
difference
99,027
Similar with
general sales
No material
difference
73,386
Similar with
general sales
No material
difference
7,516
Similar with
general sales
No material
difference
47,743
Similar with
general sales
No material
difference
15,023
Single
purchases
target, no basis
for comparison
No material
difference
( 1,577,291)
Single
purchases
target, no basis
for comparison
No material
difference
( 171,128)
Single
purchases
target, no basis
for comparison
No material
difference
( 145,018)
Single
purchases
target, no basis
for comparison
No material
difference
( 52,456)
Cost plus
No material
difference
( 21,652,362)
Cost plus
No material
difference
( 19,136,288)
Notes/accounts Notes/accounts receivable (payable)
Percentage of total
notes/accounts
receivable (payable)
-
-
-
-
-
-
2
-
-
-
27
24
Footnote

Balance
1,703
99,027
73,386
7,516
47,743
15,023
1,577,291)
171,128)
145,018)
52,456)
21,652,362)
19,136,288)

267

Purchaser/seller
Counterparty
Relationship with the
counterparty
Innolux Corporation
Innolux Hong Kong Ltd.
An indirect wholly-owned
subsidiary
Foshan Innolux
Optoelectronics Ltd.
Foxconn Precision Electronics
(YanTai) Co., Ltd.
An indirect wholly-owned
subsidiary of Hon Hai
Precision Industry Co., Ltd.
Foshan Innolux
Optoelectronics Ltd.
Yantai Fuhuada Precision
Electronics Co., Ltd.
An indirect wholly-owned
subsidiary of Hon Hai
Precision Industry Co., Ltd.
Foshan Innolux
Optoelectronics Ltd.
Premier Image Technology
(China) Ltd.
An indirect wholly-owned
subsidiary of Hon Hai
Precision Industry Co., Ltd.
Ningbo Innolux
Optoelectronics Ltd.
Ningbo Innolux Display Ltd.
An indirect wholly-owned
subsidiary
Shanghai Innolux
Optoelectronics Ltd.
Nanjing Innolux
Optoelectronics Ltd.
An indirect wholly-owned
subsidiary
Ningbo Innolux Display
Ltd.
Ningbo Innolux
Optoelectronics Ltd.
An indirect wholly-owned
subsidiary
Ningbo Innolux
Technology Ltd.
Ningbo Innolux Display Ltd.
An indirect wholly-owned
subsidiary
Innocom Technology
(Shenzhen) Co., Ltd.
Ningbo Innolux Display Ltd.
An indirect wholly-owned
subsidiary
Innocom Technology
(Shenzhen) Co., Ltd.
Nanjing Innolux
Optoelectronics Ltd.
An indirect wholly-owned
subsidiary
Innocom Technology
(Shenzhen) Co., Ltd.
Foshan Innolux
Optoelectronics Ltd.
An indirect wholly-owned
subsidiary
Innolux Hong Kong Ltd.
Nanjng Innolux Technology
Ltd.
An indirect wholly-owned
subsidiary
Lakers Trading Ltd.
Ningbo Innolux Electronics
Ltd.
An indirect wholly-owned
subsidiary
Purchases
(sales)
Processing
expense
$ Sales
Sales
Sales
Sales
Sales
Sales
Sales
Sales
Sales
Sales
Sales
Sales
Transaction
Amount
Percentage of
total purchases
(sales)
Credit term
17,621,556
7
60-90 days
1,259,092
2
90 days
427,330
1
90 days
208,657
-
90 days
4,965,960
11
60 days
520,147
3
60 days
714,999
3
60 days
132,817
33
60 days
379,223
46
60 days
103,908
13
60 days
303,347
37
60 days
844,345
3
60 days
131,339
-
60 days
Differences in transaction terms
compared to third party
transactions
Notes/accounts
Unit price
Credit term
Balance
Cost plus
No material
difference
($ 7,545,137)
Similar with
general
transactions
No material
difference
1,214,351
Similar with
general
transactions
No material
difference
478,034
Similar with
general
transactions
No material
difference
233,414
Similar with
general
transactions
No material
difference
1,406,162
Similar with
general
transactions
No material
difference
-
Similar with
general
transactions
No material
difference
233,397
Similar with
general
transactions
No material
difference
-
Similar with
general
transactions
No material
difference
330
Similar with
general
transactions
No material
difference
330
Similar with
general
transactions
No material
difference
245,026
Similar with
general
transactions
No material
difference
337,685
Similar with
general
transactions
No material
difference
52,556
Notes/accounts Notes/accounts receivable (payable)
Percentage of total
notes/accounts
receivable (payable)
9
4
2
1
6
-
5
-
-
-
27
3
-
Footnote

Balance
7,545,137)
1,214,351
478,034
233,414
1,406,162
-
233,397
-
330
330
245,026
337,685
52,556

268

Purchaser/seller
Counterparty
Relationship with the
counterparty
Foshan Innolux
Optoelectronics Ltd.
Lakers Trading Ltd.
An indirect wholly-owned
subsidiary
Ningbo Innolux
Optoelectronics Ltd.
Leadtek Global Group Limited A subsidiary of the Company
Ningbo Innolux Display
Ltd.
Lakers Trading Ltd.
An indirect wholly-owned
subsidiary
Nanjing Innolux
Optoelectronics Ltd.
Innolux Hong Kong Ltd.
An indirect wholly-owned
subsidiary
Shanghai Innolux
Optoelectronics Ltd.
Innolux Hong Kong Ltd.
An indirect wholly-owned
subsidiary
Shanghai Innolux
Optoelectronics Ltd.
Lakers Trading Ltd.
An indirect wholly-owned
subsidiary
Ningbo Innolux
Technology Ltd.
Leadtek Global Group Limited A subsidiary of the Company
Innolux Technology Japan
Co., Ltd.
Innolux Hong Kong Ltd.
An indirect wholly-owned
subsidiary
Innolux Technology
Europe B.V.
Innolux Hong Kong Ltd.
An indirect wholly-owned
subsidiary
Ningbo Innolux Display
Ltd.
Hon Hai Precision Industry
Co., Ltd.
Same major stockholder
Foshan Innolux
Optoelectronics Ltd.
Hon Hai Precision Industry
Co., Ltd.
Same major stockholder
Ningbo Innolux
Optoelectronics Ltd.
Ningbo Lin Moug Optronics
Co., Ltd.
An indirect wholly-owned
subsidiary of Chi Lin
Optoelectronics Co., Ltd.
Purchases
(sales)
Processing
revenue
$ Processing
revenue
Processing
revenue
Processing
revenue
Processing
revenue
Processing
revenue
Processing
revenue
Service
revenue
Service
revenue
Purchases
Purchases
Purchases
Transaction
Amount
Percentage of
total purchases
(sales)
Credit term
28,261,854
79
60 days
17,344,095
78
60 days
17,174,029
94
60 days
12,061,738
95
60 days
4,550,697
31
60 days
7,349,948
53
60 days
267,762
66
60 days
318,599
92
60 days
649,856
99
60 days
993,225
4
90 days after
goods are
shipped
2,512,243
4
90 days after
goods are
shipped
634,425
1
120 days after
goods are
shipped
Differences in transaction terms
compared to third party
transactions
Notes/accounts
Unit price
Credit term
Balance
Similar with
general
transactions
No material
difference
$ 13,598,180
Similar with
general
transactions
No material
difference
15,769,351
Similar with
general
transactions
No material
difference
3,392,000
Similar with
general
transactions
No material
difference
5,421,971
Similar with
general
transactions
No material
difference
1,756,905
Similar with
general
transactions
No material
difference
-
Similar with
general
transactions
No material
difference
-
Similar with
general
transactions
No material
difference
72,628
Similar with
general
transactions
No material
difference
56,365
Similar with
general
transactions
No material
difference
( 368,533)
Similar with
general
transactions
No material
difference
( 2,052,444)
Similar with
general
transactions
No material
difference
( 216,554)
Notes/accounts receivable (payable)
Percentage of total
notes/accounts
receivable (payable)
83
92
94
100
100
-
-
97
64
6
8
2
Footnote

269

Purchaser/seller
Counterparty
Relationship with the
counterparty
Ningbo Innolux Display
Ltd.
Ningbo Lin Moug Optronics
Co., Ltd.
An indirect wholly-owned
subsidiary of Chi Lin
Optoelectronics Co., Ltd.
Ningbo Innolux
Optoelectronics Ltd.
Hon Hai Precision Industry
Co., Ltd.
Same major stockholder
Ningbo Innolux
Optoelectronics Ltd.
Hongfujin Precision Industry
(Shenzhen) Co., Ltd.
An indirect wholly-owned
subsidiary of Hon Hai
Precision Industry Co., Ltd.
Purchases
(sales)
Purchases
$ Purchases
Purchases
Transaction
Amount
Percentage of
total purchases
(sales)
Credit term
547,478
2
120 days after
goods are
shipped
533,865
1
90 days after
goods are
shipped
452,727
1
90 days after
goods are
shipped
Differences in transaction terms
compared to third party
transactions
Notes/accounts
Unit price
Credit term
Balance
Similar with
general
transactions
No material
difference
($ 195,252)
Similar with
general
transactions
No material
difference
( 146,925)
Similar with
general
transactions
No material
difference
( 156,541)
Notes/accounts Notes/accounts receivable (payable)
Percentage of total
notes/accounts
receivable (payable)
3
1
1
Footnote

Balance
195,252)
146,925)
156,541)

270

Innolux Corporation

Receivables from related parties reaching $100 million or 20% of paid-in capital or more December 31, 2016

Expressed in thousands of NTD (Except as otherwise indicated)

Table 4

Creditor
Counterparty
Relationship
with the counterparty
Innolux Corporation
Hon Hai Precision Industry Co., Ltd.
Same major stockholder
Innolux Corporation
Honfujin Precision Electronics
(Chongqing) Co., Ltd.
An indirect wholly-owned
subsidiary of Hon Hai
Precision Industry Co., Ltd.
Innolux Corporation
Hongfutai Precision Electrons (Yantai)
Co., Ltd.
An indirect wholly-owned
subsidiary of Hon Hai
Precision Industry Co., Ltd.
Innolux Corporation
Hongfujin Precision Industry (Yantai)
Co., Ltd.
An indirect wholly-owned
subsidiary of Hon Hai
Precision Industry Co., Ltd.
Innolux Corporation
Competition Team Technology (India)
Private Limited
An indirect wholly-owned
subsidiary of Hon Hai
Precision Industry Co., Ltd.
Innolux Corporation
Foshan Innolux Optoelectronics Ltd.
An indirect wholly-owned
subsidiary
Innolux Corporation
Innolux Optoelectronics Japan Co., Ltd.
A subsidiary of the
Company
Innolux Corporation
eCMMS Precision Singapore Pte.Ltd.
An indirect wholly-owned
subsidiary of Hon Hai
Precision Industry Co., Ltd.
Ningbo Innolux Optoelectronics Ltd. Leadtek Global Group Limited
A subsidiary of the
Company
Ningbo Innolux Optoelectronics Ltd. Ningbo Innolux Display Ltd.
An indirect wholly-owned
subsidiary
Ningbo Innolux Display Ltd.
Lakers Trading Ltd.
An indirect wholly-owned
subsidiary
Ningbo Innolux Display Ltd.
Ningbo Innolux Optoelectronics Ltd.
An indirect wholly-owned
subsidiary
Nanjing Innolux Optoelectronics Ltd. Innolux Hong Kong Ltd.
An indirect wholly-owned
subsidiary
Shanghai Innolux Optoelectronics
Ltd.
Innolux Hong Kong Ltd.
An indirect wholly-owned
subsidiary
Foshan Innolux Optoelectronics Ltd. Lakers Trading Ltd.
An indirect wholly-owned
subsidiary
Balance as at December
31, 2016
$ 7,605,574
563,698
445,861
367,210
317,648
218,893
151,853
118,971
15,769,351
1,406,162
3,392,000
233,397
5,421,971
1,756,905
13,598,180
Turnover
rate
2.03
$ 3.79
2.69
3.95
4.13
0.09
13.89
8.79
1.04
1.61
1.67
3.06
1.82
5.18
2.61
Overdue receivables
Amount
Action taken
Amount collected
subsequent to the
balance sheet date
409,768 Subsequent collection $ 716,810
168,958 Subsequent collection
92,347
93,043 Subsequent collection
175,940
-
-
117,991
-
-
54,829
-
-
-
-
-
-
17,450 Subsequent collection
-
9,358,075 Subsequent collection
2,902,573
380,541 Subsequent collection
946,047
-
-
2,380,978
-
-
191,610
3,474,006 Subsequent collection
1,064,446
-
-
1,238,852
213,896 Subsequent collection
5,482,509
Allowance for
doubtful accounts
$ -
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$

271

Overdue receivables

Creditor
Counterparty
Relationship
with the counterparty
Foshan Innolux Optoelectronics Ltd. Foxconn Precision Electronics (YanTai)
Co., Ltd.
An indirect wholly-owned
subsidiary of Hon Hai
Precision Industry Co., Ltd.
Foshan Innolux Optoelectronics Ltd. Yantai Fuhuada Precision Electronics
Co., Ltd.
An indirect wholly-owned
subsidiary of Hon Hai
Precision Industry Co., Ltd.
Foshan Innolux Optoelectronics Ltd. Premier Image Technology (China) Ltd. An indirect wholly-owned
subsidiary of Hon Hai
Precision Industry Co., Ltd.
Innocom Technology (Shenzhen)
Co., Ltd.
Foshan Innolux Optoelectronics Ltd.
An indirect wholly-owned
subsidiary
Innocom Technology (Shenzhen)
Co., Ltd.
Lakers Trading Ltd.
An indirect wholly-owned
subsidiary
Innolux Hong Kong Ltd.
Nanjng Innolux Technology Ltd.
An indirect wholly-owned
subsidiary
Balance as at December
31, 2016
$ 1,214,351
478,034
233,414
245,026
674,949
337,685
Turnover
rate
0.31
$ 0.89
0.89
1.24
-
2.31
Amount
Action taken
Amount collected
subsequent to the
balance sheet date
-
-
$ 95,700
-
-
1,396
-
-
-
-
-
245,026
594,521 Subsequent collection
-
-
-
182,183
Allowance for
doubtful accounts
$ -
-
-
-
-
-
$

272

Innolux Corporation

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

Table 5

Expressed in thousands of NTD

(Except as otherwise indicated)

Number
Company name
Counterparty
0
Innolux Corporation
Innolux Hong Kong Ltd.
0
Innolux Corporation
Innolux Hong Kong Ltd.
0
Innolux Corporation
Innolux Hong Kong Ltd.
0
Innolux Corporation
Innolux Optoelectronics Europe B.V.
0
Innolux Corporation
Innolux Optoelectronics Japan Co., Ltd.
0
Innolux Corporation
Innolux Optoelectronics Japan Co., Ltd.
0
Innolux Corporation
Innolux Optoelectronics USA, Inc.
0
Innolux Corporation
Innolux Technology USA Inc.
0
Innolux Corporation
Lakers Trading Ltd.
0
Innolux Corporation
Lakers Trading Ltd.
0
Innolux Corporation
Lakers Trading Ltd.
0
Innolux Corporation
Leadtek Global Group Limited
0
Innolux Corporation
Leadtek Global Group Limited
0
Innolux Corporation
Foshan Innolux Optoelectronics Ltd.
0
Innolux Corporation
Nanjing Innolux Optoelectronics Ltd.
0
Innolux Corporation
Ningbo Innolux Display Ltd.
1
Shanghai Innolux Optoelectronics Ltd.
Lakers Trading Ltd.
1
Shanghai Innolux Optoelectronics Ltd.
Nanjing Innolux Optoelectronics Ltd.
1
Shanghai Innolux Optoelectronics Ltd.
Innolux Hong Kong Ltd.
1
Shanghai Innolux Optoelectronics Ltd.
Innolux Hong Kong Ltd.
2
Foshan Innolux Optoelectronics Ltd.
Lakers Trading Ltd.
2
Foshan Innolux Optoelectronics Ltd.
Lakers Trading Ltd.
3
Nanjing Innolux Optoelectronics Ltd.
Innolux Hong Kong Ltd.
3
Nanjing Innolux Optoelectronics Ltd.
Innolux Hong Kong Ltd.
Relationship
(Note A)
General ledger account
1
Sales
$ 1
Processing expense
1
Accrued expenses
(
1
Sales
1
Sales
1
Accounts receivable
1
Sales
1
Sales
1
Sales
1
Processing expense
1
Accrued expenses
(
1
Processing expense
1
Accrued expenses
(
1
Accounts receivable
1
Sales
1
Sales
3
Processing revenue
3
Sales
3
Processing revenue
3
Accounts receivable
3
Processing revenue
3
Accounts receivable
3
Processing revenue
3
Accounts receivable
Transaction
Amount
1,341,129
17,621,556
7,545,137)
110,182
2,017,948
151,853
541,547
949,933
6,392,974
53,116,567
21,652,362)
19,102,050
19,136,288)
218,893
141,437
242,518
7,349,948
520,147
4,550,697
1,756,905
28,261,854
13,598,180
12,061,738
5,421,971
Transaction (Note C)
Transaction terms
(Note B)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Percentage of consolidated
total operating revenues or
total assets
-
6
2
-
1
-
-
-
2
19
6
7
5
-
-
-
3
-
2
-
10
4
4
1

273

Number
Company name
Counterparty
4
Innocom Technology (Shenzhen) Co.,
Ltd.
Ningbo Innolux Display Ltd.
4
Innocom Technology (Shenzhen) Co.,
Ltd.
Nanjing Innolux Optoelectronics Ltd.
4
Innocom Technology (Shenzhen) Co.,
Ltd.
Foshan Innolux Optoelectronics Ltd.
4
Innocom Technology (Shenzhen) Co.,
Ltd.
Foshan Innolux Optoelectronics Ltd.
4
Innocom Technology (Shenzhen) Co.,
Ltd.
Lakers Trading Ltd.
5
Ningbo Innolux Technology Ltd.
Leadtek Global Group Limited
5
Ningbo Innolux Technology Ltd.
Ningbo Innolux Display Ltd.
6
Ningbo Innolux Optoelectronics Ltd.
Leadtek Global Group Limited
6
Ningbo Innolux Optoelectronics Ltd.
Leadtek Global Group Limited
6
Ningbo Innolux Optoelectronics Ltd.
Ningbo Innolux Display Ltd.
6
Ningbo Innolux Optoelectronics Ltd.
Ningbo Innolux Display Ltd.
7
Ningbo Innolux Display Ltd.
Lakers Trading Ltd.
7
Ningbo Innolux Display Ltd.
Lakers Trading Ltd.
7
Ningbo Innolux Display Ltd.
Ningbo Innolux Optoelectronics Ltd.
7
Ningbo Innolux Display Ltd.
Ningbo Innolux Optoelectronics Ltd.
8
Innolux Technology Japan Co., Ltd.
Innolux Hong Kong Ltd.
9
Innolux Technology Europe B.V.
Innolux Hong Kong Ltd.
10
Innolux Hong Kong Ltd.
Nanjng Innolux Technology Ltd.
10
Innolux Hong Kong Ltd.
Nanjng Innolux Technology Ltd.
11
Lakers Trading Ltd.
Ningbo Innolux Electronics Ltd.
Relationship
(Note A)
General ledger account
3
Sales
$ 3
Sales
3
Sales
3
Accounts receivable
3
Accounts receivable
3
Processing revenue
3
Sales
3
Processing revenue
3
Accounts receivable
3
Sales
3
Accounts receivable
3
Processing revenue
3
Accounts receivable
(
3
Sales
3
Accounts receivable
3
Service revenue
3
Service revenue
3
Sales
3
Accounts receivable
3
Sales
Transaction
Amount
379,223
103,908
303,347
245,026
674,949
267,762
132,817
17,344,095
15,769,351
4,965,960
1,406,162
17,174,029
3,392,000)
714,999
233,397
318,599
649,856
844,345
337,685
131,339
Transaction (Note C)
Transaction terms
(Note B)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Percentage of consolidated
total operating revenues or
total assets
-
-
-
-
-
-
-
6
4
2
-
6
1
-
-
-
-
-
-
-

Note A: 1. The parent company to the subsidiary.

3. The subsidiary to the subsidiary.

Note B: Except for no comparable transactions from related parties, sales prices were similar to non-related parties transactions and the collection period was 30~120 days; the purchases from related parties were at market prices and payment term was 30~120 days upon receipt of goods.

Note C: Amount disclosure standard: purchases, sales and receivables from related parties in excess of $100 million or 20% of capital.

274

Innolux Corporation

Information on investees For the year ended December 31, 2016

Table 6

Expressed in thousands of NTD (Except as otherwise indicated)

Initial investment amount
Investor
Investee
Location
Main business
activities
Balance as at
December
31, 2016
Balance as at
December
31, 2015
Innolux Corporation
Bright Information Holding Ltd.
Hong Kong Investment holdings
$ 119,724 $ 119,724
Innolux Corporation
Golden Achiever International
Ltd.
BVI
Investment holdings
119,106
119,106
Innolux Corporation
Innolux Holding Ltd.
Samoa
Investment holdings
7,858,300
7,858,300
Innolux Corporation
Keyway Investment
Management Limited
Samoa
Investment holdings
197,554
197,554
Innolux Corporation
Landmark International Ltd.
Samoa
Investment holdings
33,438,542
33,438,542
Innolux Corporation
Toppoly Optoelectronics (B.V.I.)
Ltd.
BVI
Investment holdings
3,674,115
3,596,307
Innolux Corporation
Innolux Hong Kong Holding Ltd. Hong Kong Investment holdings
2,107,291
2,107,291
Innolux Corporation
Leadtek Global Group Limited
BVI
Distributor company
- -
Innolux Corporation
Yuan Chi Investment Co., Ltd.
Taiwan
Investment company
1,217,235
1,217,235
Innolux Corporation
InnoJoy Investment Corporation
Taiwan
Investment company
1,674,054
1,674,054
Innolux Corporation
Innolux Optoelectronics Europe
B.V.
Netherlands Importing, exporting, buying,
selling and logistics services
of electronic equipment and
TFT-LCD monitors
121,941
121,941
Innolux Corporation
Innolux Optoelectronics Japan
Co., Ltd.
Japan
Researching, manufacturing
and selling of the film
transistor liquid crystal
display
1,335,486
1,335,486
Innolux Corporation
Ampower Holding Ltd.
Cayman
Investment holdings
1,717,714
1,717,714
Innolux Corporation
Jetronics International Corp.
Samoa
Investment holdings
-
86,149
Innolux Corporation
FI Medical Device
Manufacturing Co., Ltd.
Taiwan
Production and selling
of the absorption for
medical element
73,500
73,500
Innolux Corporation
iZ3D, Inc.
USA
Research and development
and sale of 3D flat monitor
-
-
Innolux Corporation
Chi Mei Lighting Technology
Corporation
Taiwan
Manufacturing of electronic
equipment and lighting
equipment
819,312
819,312
Shares held a
Number of shares
Shares held a s at December
4,910,000

40,250

246,768,185

5,656,410

709,450,000

146,847,000

1,158,844,000

50,000,000
-

167,405,392

180

80

14,062,500

-

7,350,000

4,333

78,195,856

275

Investor
Investee
Location
Main business
activities
Innolux Corporation
GIO Optoelectronics Corp.
Taiwan
Manufacturing and selling of
components of TFT-LCD

Innolux Holding Ltd.
Rockets Holding Ltd.
Samoa
Investment holdings
Innolux Holding Ltd.
Suns Holding Ltd.
Samoa
Investment holdings
Innolux Holding Ltd.
Lakers Trading Ltd.
Samoa
Distributor company

Innolux Holding Ltd.
Innolux Corporation
USA
Distributor company
Toppoly Optoelectronics (B.V.I.)
Ltd.
Toppoly Optoelectronics
(Cayman) Ltd.
Cayman
Investment holdings
Innolux Hong Kong Holding Ltd. Innolux Optoelectronics Hong
Kong Holding Ltd.
Hong Kong Investment holdings

Innolux Hong Kong Holding Ltd. Innolux Hong Kong Ltd.
Hong Kong Distributor company

Innolux Hong Kong Holding Ltd. Innolux Technology Europe B.V. Netherlands Holding company and
R&D testing company
Innolux Hong Kong Holding Ltd. Innolux Technology Japan Co.,
Ltd.
Japan
R&D testing company
Innolux Hong Kong Holding Ltd. Innolux Technology USA Inc.
USA
Distributor company
Innolux Optoelectronics Europe
B.V.
Innolux Optoelectronics
Germany GmbH
Germany
Importing, exporting, buying,
selling and logistics services
of electronic equipment and
TFT-LCD monitors
Innolux Optoelectronics Japan
Co., Ltd.
Innolux Optoelectronics USA,
Inc.
USA
Selling of electronic
equipment and computer
monitors
Rockets Holding Ltd.
Best China Investments Ltd.
Samoa
Investment holdings
Rockets Holding Ltd.
Mega Chance Investments Ltd.
Samoa
Investment holdings
Rockets Holding Ltd.
Magic Sun Ltd.
Samoa
Investment holdings
Rockets Holding Ltd.
Stanford Developments Ltd.
Samoa
Investment holdings
Rockets Holding Ltd.
Nets Trading Ltd.
Samoa
Investment company
Suns Holding Ltd.
Warriors Technology
Investments Ltd.
Samoa
Investment company
Innolux Technology Europe B.V. Innolux Technology Germany
GmbH
Germany
Testing and
maintenance company
Best China Investments Ltd.
Asiaward Investment Ltd.
Hong Kong Investment holdings
Mega Chance Investments Ltd.
Main Dynasty Investment Ltd.
Hong Kong Investment holdings
Magic Sun Ltd.
Sun Dynasty Development Ltd.
Hong Kong Investment holdings
Balance as at
December
31, 2016
$ 800,892
7,296,530
555,422
-
6,348
3,650,192
-
-
3,073,072
1,815,603
263,685
10,324
2,400
314,740
573,940
1,146,370
5,391,125
27,477
555,422
33,735
314,740
573,940
1,146,370
Balance as at
December
31, 2015
$ 800,892
7,296,530
555,422
-
6,348
3,572,384
-
-
3,073,072
1,815,603
263,685
10,324
2,400
314,740
573,940
1,146,370
5,391,125
27,477
555,422
33,735
314,740
573,940
1,146,370
Shares held a
Number of shares
Shares held a s at December
$

$

14,812,705

226,504,550

18,177,052

1

2,000

146,817,000

162,897,802

35,000,000

375,810

201

1,000

250

1,000

10,000,001

18,000,000

38,000,001

164,000,000

900,001

18,177,052

100,000

77,830,001

139,623,801

295,969,001

276

Investor
Investee
Yuan Chi Investment Co., Ltd.
Chi Mei Lighting Technology
Corporation
Yuan Chi Investment Co., Ltd.
GIO Optoelectronics Corp.
Yuan Chi Investment Co., Ltd.
TOA Optronics Corporation
Location
Main business
activities
Balance as at
December
31, 2016
Balance as at
December
31, 2015
Taiwan
Trading business,
manufacturing of electronic
equipment and lighting
equipment
$ 263,812 $ 263,812
Taiwan
Manufacturing and selling of
components of TFT-LCD
6,881
6,881
Taiwan
Selling electronic materials,
trading business,
manufacturing of electronic
equipments and lighting
equipments
423,606
423,606
Shares held a
Number of shares
Shares held a s at December 31, 2016
Book value
-
790
89,366
Net profit (loss)
Investment
income (loss)
recognised by the

Investment
income (loss)
recognised by the
Footnote

Ownership
(%)
8
-
40
$ 19,673,402

109,021

58,007,000

of the investee


for the year
ended
December 31,
2016
-
42,915
( 202,512)

Company for the



(

year ended
December 31,
2016
-
77
221,005)

277

Innolux Corporation

Innolux Corporation
Table 7
Investee in Mainland
China
Main business activities
Innocom Technology
(Shenzhen) Co., Ltd.
Manufacturing and selling
of LCD backend module
and related components

OED Company
Manufacturing and selling
of electronic paper
Ningbo Innolux
Optoelectronics Ltd.
Manufacturing and selling
of LCD backend module
and related components
Ningbo Innolux
Technology Ltd.
Manufacturing and selling
of LCD backend module
and related components
Foshan Innolux
Optoelectronics Ltd.
Manufacturing and selling
of LCD backend module
and related components
Ningbo Innolux
Display Ltd.
Manufacturing and selling
of LCD backend module
and related components
Nanjng Innolux
Technology Ltd.
Purchases and sales of
monitor-related
components company
Kunpal Optoelectronics
Ltd.
Glass thinning processing
service
VAP Optoelectronics
(Nanjing) Corp.
Manufacturing and selling
of LCD backend module
and related components
Nanjing Innolux
Optoelectronics Ltd.
Manufacturing and selling
of LCD backend module
and related components
Ningbo Innolux
Logistics Ltd.
Warehousing services
Paid-in capital
(Note A)
$ 5,289,000
298,972
9,997,500
4,192,500
12,351,750
967,500
67,725
129,000
325,725
4,579,500
129,000
Investment
method
(Note C)
2
2
2
2
2
2
2
2
2
2
2
Information on investments in Mainland China
For the year ended December 31, 2016
Accumulated
amount of
remittance from
Taiwan to
Mainland China
as of January 1,
2016
Amount remitted from
Taiwan to Mainland
China/Amount remitted
back to Taiwan for the
year ended December 31,
2016
Accumulated
amount of
remittance from
Taiwan to
Mainland China
as of December
31, 2016
Remitted to
Mainland
China
Remitted back to Taiwan
$ 4,092,903 $ - $ - $ 4,092,903
64,500
-
-
64,500
237,523
-
-
237,523
4,192,500
-
-
4,192,500
12,351,750
-
-
12,351,750
967,500
-
-
967,500
67,725
-
-
67,725
121,965
-
-
121,965
122,550
-
-
122,550
4,579,500
-
-
4,579,500
129,000
-
-
129,000
Net income of
investee for the
year ended
December 31,
2016
$ 14,721
( 117,377)
1,348,182
-
2,031,410
451,215
( 9,041)
( 1,546)
149
437,398
38,371
Ownership
held by the
Company
(direct or
indirect)
100
4
100
100
100
100
100
100
100
100
100
Investment
income (loss)
recognised by the
Company for the
year ended
December 31,
2016
(Note B)
$ 14,721
-
1,348,182
( 51,415)
2,033,936
502,631
( 9,041)
( 1,546)
149
437,398
38,371
Expressed in thousands of NTD
(Except as otherwise indicated)
Book value of
investments in
Mainland
China as of
December 31,
2016
Accumulated
amount of
investment
income
remitted back
to Taiwan as of
December 31,
2016
$ 12,191,617 $ 1,196,097
11,488
-
21,809,352
5,567,477
-
-
20,190,825
-
3,928,808
-
548,960
-
64,129
-
61,018
-
6,104,421
-
181,751
-
Footnote
$ 2.1
2.1
2.2
2.2
2.8
2.2
2.2
2.8
2.3
2.3
2.4
2.3
2.6

278

Investee in Mainland
China
Main business activities
Shanghai Innolux
Optoelectronics Ltd.
Manufacturing and selling
of LCD backend module
and related components

Foshan Innolux
Logistics Ltd.
Warehousing services
Amlink (Shanghai) Ltd. Manufacturing and selling
of power supply, modem,
ADSL, and other IT
equipments
Interface
Optoelectronics
(Shenzhen) Co., Ltd.
Development of new type
of flat panel display,
monitor and peripherals,
production and
management, and offer of
after-sales service
Ningbo Innolux
Electronics Ltd.
Manufacturing and selling
of LCD backend module
and related components
Foshan Innolux Flnet
Electronics Ltd.
Commodity agency
Ningbo Innolux Flnet
Electronics Ltd.
Commodity agency
Paid-in capital
(Note A)
$ 677,250
48,375
258,000
3,102,450
139,470
4,649
4,649
Investment
method
(Note C)
2
2
2
2
3
3
3
Accumulated
amount of
remittance from
Taiwan to
Mainland China
as of January 1,
2016


$ -
48,375
322,500
435,375
-
-
-
Amount remitted from
Taiwan to Mainland
China/Amount remitted
back to Taiwan for the
year ended December 31,
2016
Accumulated
amount of
remittance from
Taiwan to
Mainland China
as of December
31, 2016
Remitted to
Mainland
China
Remitted back to Taiwan
$ - $ - $ -
-
-
48,375
-
-
322,500
-
-
435,375
-
-
-
-
-
-
-
-
-
Accumulated
amount of
remittance from
Taiwan to
Mainland China
Net income of
investee for the
year ended
December 31,
2016
$ 295,151
8,289
22,597
38,027
110,209
( 1)
( 311)
Ownership
held by the
Company
(direct or
indirect)
100
100
50
13
100
100
100
Investment
income (loss)
recognised by the
Company for the
year ended
December 31,
2016
(Note B)
$ 295,151
8,289
11,299
-
110,209
( 1)
( 311)
Book value of
investments in
Mainland
China as of
December 31,
2016

$ 1,253,619
70,731
199,222
3,705,750
244,877
4,648
4,351
Accumulated
amount of
investment
income
remitted back
to Taiwan as of
December 31,
2016
$ -
-
-
-
-
-
-
Footnote
$ 2.5
2.6
2.7
2.1
3.1
3.2
3.2

Ceiling on investments in Mainland China:

Company name Accumulated amount of remittance from Investment amount approved by the Ceiling on investments in
Taiwan to Mainland China as of December Investment Commission of the Ministry Mainland
31, 2016 of Economic Affairs (MOEA) China imposed by the
Investment
Commission of MOEA
Innolux Corporation $ 29,238,867
$ 38,733,112
$ 135,603,818
Note A: The relevant figures were listed in NT$. Where foreign currencies were involved, the figures were converted to NT$ using exchange rate.
Note B: Profit or loss recognised for the year ended December 31, 2016 was audited by independent accountants.
Note C: The investment methods are as follows:
  1. Directly investing in Mainland China.

  2. Through investing in companies in the third area, which then invested in the investee in Mainland China.

279

  • 2.1. Through investing in Innolux Holding Ltd. in the third area, which then invested in the investee in Mainland China.

  • 2.2. Through investing in Landmark International Ltd. in the third area, which then invested in the investee in Mainland China.

  • 2.3. Through investing in Toppoly Optoelectronics (B.V.I) Ltd. in the third area, which then invested in the investee in Mainland China.

  • 2.4. Through investing in Golden Achiever International Ltd. in the third area, which then invested in the investee in Mainland China.

  • 2.5. Through investing in Innolux Hong Kong Holding Ltd. in the third area, which then invested in the investee in Mainland China.

  • 2.6. Through investing in Keyway Investment Management Limited in the third area, which then invested in the investee in Mainland China.

  • 2.7. Through investing in Ampower Holding Ltd. in the third area, which then invested in the investee in Mainland China.

  • 2.8. Ningbo Innolux Display Ltd. acquired Ningbo Innolux Technology Ltd. by merger, and approved by the Investment Commission of the Ministry of Economic Affairs in November 2016.

  • Others.

  • 3.1. The company invested in the company via investee company in Mainland China, Ningbo Innolux Display Ltd. Except for the investment via the holding companies in Mainland China, other investments shall be not approved by Investment Commission of the Ministry of Economic Affairs.

  • 3.2 The company invested via Foshan Innolux Optoelectronics Ltd. and Ningbo Innolux Optoelectronics Ltd. which are the company investment entities in Mainland China to invest in Foshan Innolux Flnet Electronics Ltd. and Ningbo Innolux Flnet Electronics Ltd. Except for the investment via the holding companies in Mainland China, other investments shall be not approved by Investment Commission of the Ministry of Economic Affairs.

280

Innolux Corporation Chairman: Jyh-Chau Wang