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 Audit Report / Information 2014

Oct 30, 2014

52330_rns_2014-10-30_f9461e92-e90d-47f9-a156-3d50a47208d1.pdf

Audit Report / Information

Open in viewer

Opens in your device viewer

INNOLUX CORPORATION AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS AND

REPORT OF INDEPENDENT ACCOUNTANTS DECEMBER 31, 2014 AND 2013


For the convenience of readers and for information purpose only, the auditors’ report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. In the event of any discrepancy between the English version and the original Chinese version or any differences in the interpretation of the two versions, the Chinese-language auditors’ report and financial statements shall prevail.

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Stockholders of Innolux Corporation:

We have audited the accompanying consolidated balance sheets of Innolux Corporation and its subsidiaries as of December 31, 2014 and 2013, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We did not audit the financial statements of certain consolidated subsidiaries and investments accounted for under equity method for the year ended December 31, 2013. Those statements reflect NT$5,130,451,000, constituting 1% of the consolidated total assets as of December 31, 2013, and total operating revenues was NT$0 for the year then ended. Those financial statements and the information disclosed in Note 13 were audited by other independent accountants whose reports thereon have been furnished to us, and our opinion expressed herein is based solely on the audit reports of the other independent accountants.

We conducted our audits in accordance with the “Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants” and generally accepted auditing standards in the Republic of China. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits and the reports of other independent accountants provide a reasonable basis for our opinion.

In our opinion, based on our audits and the reports of other independent accountants, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Innolux Corporation and subsidiaries as of December 31, 2014 and 2013, and their financial performance and cash flows for the years then ended in conformity with the “Regulations Governing the Preparations of Financial Statements by Securities Issuers” and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission.

~1~

Innolux Corporation and its subsidiaries’ current liabilities have exceeded its current assets by NT$9,754,686,000 as of December 31, 2014. As set forth in Note 12(4), management has designed a turnaround plan to improve the Company’s operating efficiency.

We have also audited the separate financial statements of Innolux Corporation as of and for the years ended December 31, 2014 and 2013, and have expressed an unqualified opinion on such financial statements.

PricewaterhouseCoopers, Taiwan

February 10, 2015

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

~2~

INNOLUX CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2014 AND 2013

(Expressed in thousands of New Taiwan dollars)

Assets Notes
6(1)
6(2)
6(3)
6(5)
7
7
6(6)
8
6(2)
6(3)
6(7)
6(8), 7 and 8
6(9)
6(10)
6(25)
8
2014
$ 70,989,741
52,453
220,000
70,976,005
6,112,400
2,849,589
33,787,842
1,441,603
2,284,870
666,309
189,380,812
605,155
5,137,117
2,364,225
233,609,843
693,677
20,219,137
17,778,516
11,160,082
1,567,991
293,135,743
$ 482,516,555
2013
Current assets
Cash and cash equivalents
Financial assets at fair value through profit
or loss - current
Available-for-sale financial assets - current
Accounts receivable, net
Accounts receivable, net - related parties
Other receivables
Inventory
Prepayments
Other financial assets - current
Other current assets
Total current assets
Non-current assets
Financial assets at fair value through profit
or loss - non-current
Available-for-sale financial assets -
non-current
Investments accounted for under equity
method
Property, plant and equipment
Investment property, net
Intangible assets
Deferred income tax assets
Other financial assets - non-current
Other non-current assets
Total non-current assets
Total assets
$ 44,137,818
227,703
-
66,358,291
2,049,985
4,255,683
50,524,156
1,194,871
2,544,567
408,895
171,701,969
712,603
3,952,530
4,919,134
273,505,759
706,850
21,214,994
18,123,869
12,327,722
1,035,455
336,498,916
$ 508,200,885

(Continued)

~3~

INNOLUX CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2014 AND 2013

(Expressed in thousands of New Taiwan dollars)

Liabilities and Equity Notes
6(11)
6(2)
6(4)
7
7
6(15)
6(12)
6(4)
6(12)
6(25)
9
6(16)
6(17)
6(18)
6(19)
9
6(12)(16) and 11
2014
2013
$ 22,526,999
$ 31,179,767
605,016
689,097
1,351
-
74,954,439
65,435,586
5,252,946
8,756,243
23,912,180
20,715,595
582,258
454,482
3,133,489
1,949,029
66,162,663
169,097,708
2,004,157
2,309,244
199,135,498
300,586,751
-
21,918
42,293,423
-
477,580
909,708
11,438,618
12,104,654
54,209,621
13,036,280
253,345,119
313,623,031
99,545,364
91,094,288
99,584,369
96,058,741
509,272
2,328,981
1,144,229
-
24,979,173
5,092,716
1,927,656 (
1,531,497)
227,690,063
193,043,229
1,481,373
1,534,625
229,171,436
194,577,854
$ 482,516,555
$ 508,200,885
Current liabilities
Short-term borrowings
Financial liabilities at fair value through
profit or loss - current
Derivative financial liabilities for hedging -
current
Accounts payable
Accounts payable - related parties
Other payables
Current income tax liabilities
Provisions - current
Long-term liabilities, current portion
Other current liabilities
Total current liabilities
Non-current liabilities
Derivative financial liabilities for hedging -
non-current
Long-term borrowings
Deferred income tax liabilities
Other non-current liabilities
Total non-current liabilities
Total liabilities
Equity attributable to owners of the parent
Share capital - common stock
Capital surplus
Retained earnings
Legal reserve
Special reserve
Unappropriated retained earnings
Other equity interest
Equity attributable to owners of the
parent
Non-controlling interest
Total equity
Significant contingent liabilities and
unrecognized contract commitments
Significant events after the balance sheet
date
Total liabilities and equity

The accompanying notes are an integral part of these consolidated financial statements. See report of independent accountants dated February 10, 2015.

~4~

INNOLUX CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

(Expressed in thousands of New Taiwan dollars)

Items 2014
2013
Notes
7
$ 428,661,898
$ 422,730,500
6(6)(23)(24) and 7 (
378,276,897) (
384,971,385)
50,385,001
37,759,115
6(23)(24)
(
3,224,079) (
2,974,223)
(
6,810,443) (
7,169,974)
(
12,177,083) (
12,265,650)
(
22,211,605) (
22,409,847)
28,173,396
15,349,268
6(20)
2,734,952
2,627,868
6(21)
(
5,130,475) (
7,166,774)
6(22)
(
3,309,347) (
5,103,230)
65,814 (
63,779)
(
5,639,056) (
9,705,915)
22,534,340
5,643,353
6(25)
(
857,432) (
548,334)
$ 21,676,908
$ 5,095,019
$ 3,078,767
$ 2,712,774
6(3)
284,946
16,772
6(4)
(
278,458)
79,477
6(13)
(
55,790) (
11,870)
81,659
36,122
6(25)
48,369
26,242
$ 3,159,493
$ 2,859,517
$ 24,836,401
$ 7,954,536
$ 21,676,759
$ 5,102,568
149 (
7,549)
$ 21,676,908
$ 5,095,019
$ 24,844,853
$ 7,953,076
(
8,452)
1,460
$ 24,836,401
$ 7,954,536
6(26)
$ 2.31
$ 0.57
$ 2.28
$ 0.57
Sales revenue
Operating costs
Net operating margin
Operating expenses
Selling expenses
General and administrative expenses
Research and development expenses
Total operating expenses
Operating profit
Non-operating income and expenses
Other income
Other gains and losses
Finance costs
Share of profit/(loss) of associates and
joint ventures accounted for under equity
method
Total non-operating income and
expenses
Profit before income tax
Income tax expense
Profit for the year
Other comprehensive income (net)
Financial statements translation
differences of foreign operations
Unrealized gain on valuation of
available-for-sale financial assets
Cash flow hedges
Actuarial loss on defined benefit plan
Share of other comprehensive income of
associates and joint ventures accounted for
under equity method
Income tax relating to the components of
other comprehensive income
Other comprehensive income for the year,
net of tax
Total comprehensive income for the year
Profit attributable to:
Owners of the parent
Non-controlling interest
Total
Other comprehensive income attributable
to:
Owners of the parent
Non-controlling interest
Total
Earnings per share (in dollars)
Basic earnings per share
Diluted earnings per share

The accompanying notes are an integral part of these consolidated financial statements. See report of independent accountants dated February 10, 2015.

~5~

INNOLUX CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

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

Notes
2013
Balance at January 1, 2013
Capital surplus offset against
accumulated deficit
Global depositary receipt issued
for cash
6(16)
Issuance of restricted stock to
employees
6(14)
Cancellation of restricted stock to
employees
Compensation related to
share-based payment
6(14)
Changes in net equity of
long-term equity investments
Profit for the year
Other comprehensive income for
the year
6(19)
Balance at December 31, 2013
2014
Balance at January 1, 2014
Capital issued for cash
6(16)
Appropriations of 2013 earnings: 6(18)
Legal reserve
Special reserve
Cash dividends
Cash paid from capital surplus
6(18)
Capital surplus offset against
accumulated deficit
6(18)
Cancellation of restricted
stock to employee
Changes in restricted stock to
employees
Compensation related to
share-based payment
6(14)
Changes in net equity of
long-term equity investments
Changes in non-controlling
interests
Profit for the year
Other comprehensive income for
the year
6(19)
Balance at December 31, 2014
Notes Equityattributable to own Equityattributable to own ers of theparent Total
$ 169,823,860
-
14,519,051
158,306
-
556,874
32,062
5,102,568
2,850,508
$ 193,043,229
$ 193,043,229
10,625,000
-
-
(
90,495)
(
1,266,944)
-
-
3,223
578,227
(
47,030)
-
21,676,759
3,168,094
$ 227,690,063
Non-controlling
interest
Total
Common stock Capital surplus
$ 119,677,980
(
27,308,220 )
3,269,051
187,212
10,680
189,976
32,062
-
-
$ 96,058,741
$ 96,058,741
2,125,000
-
-
-
(
1,266,944 )
2,328,981

48,924
47,174
289,523
(
47,030 )
-
-
-
$ 99,584,369
Retained Earnings Other equityi nterest
Legal
reserve
$ 2,328,981
-
-
-
-
-
-
-
-
$2,328,981
$ 2,328,981
-
509,272
-
-
-
( 2,328,981 )
-
-
-
-
-
-
-
$ 509,272
Special reserve Unappropriated
earnings
Financial
statements
translation
differences of
foreign
operations
Unrealized
gain (loss) on
available-for-
sale financial
assets
Changes in
gain (loss)
on cash
flow hedge
Employee
unearned
compensatio
n
$ 79,129,708
-
11,250,000
725,260
(
10,680 )
-
-
-
-
$ 91,094,288
$ 91,094,288
8,500,000
-
-
-
-
-
(
48,924 )
-
-
-
-
-
-
$ 99,545,364
$ -
-
-
-
-
-
-
-
-
$ -
$ -
-
-
1,144,229
-
-
-
-
-
-
-
-
-
-
$ 1,144,229
($ 27,308,220 )
27,308,220
-
-
-
-
-
5,102,568
(
9,852 )
$ 5,092,716
$ 5,092,716
-
(
509,272 )
(
1,144,229 )
(
90,495 )
-
-
-
-
-
-
-
21,676,759
(
46,306 )
$ 24,979,173
($ 2,818,705 )
($ 1,609,513 )
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2,740,631
65,168
($ 78,074 )
($1,544,345 )
($ 78,074 )
($ 1,544,345 )
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
3,161,022
284,498
$3,082,948
($1,259,847 )
$ 423,629
$ -
-
-
-
-
-
(
754,166)
-
-
-
366,898
-
-
-
-
54,561
-
$478,190
( $387,268)
$ 478,190
( $387,268)
-
-
-
-
-
-
-
-

-
-

-
-
-
-
-
(
43,951)
-
288,704
-
-

-
-
-
-
(
231,120)
-
$247,070
( $142,515)
$ 423,629
-
-
-
-
-
-
-
54,561
$ 1,533,165
-
-
-
-
-
-
(
7,549)
9,009
$ 1,534,625
$ 1,534,625
-
-
-
-
-
-
-
-
-
-
(
44,800)
149
(
8,601)
$ 1,481,373
$ 171,357,025
-
14,519,051
158,306
-
556,874
32,062
5,095,019
2,859,517
$ 194,577,854
$ 194,577,854
10,625,000
-
-
(
90,495 )
(
1,266,944 )
-
-
3,223
578,227
(
47,030 )
(
44,800 )
21,676,908
3,159,493
$ 229,171,436
$478,190

The accompanying notes are an integral part of these consolidated financial statements. See report of independent accountants dated February 10, 2015.

~6~

INNOLUX CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Consolidated profit before tax for the year
Adjustments to reconcile net income to net cash provided by
operating activities
Income and expenses having no effect on cash flows
Depreciation and amortization
Compensation related to share-based payment
Provision for doubtful accounts
Share of profit (loss) of associates and joint ventures
accounted for under equity method
Gain from 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 assets/liabilities relating to operating activities
Net changes in assets relating to operating activities
Financial assets /liabilities at fair value through profit
or loss
Accounts receivable
Accounts receivable - related parties
Other receivables
Inventories
Prepayments
Other current assets
Net changes in liabilities relating to operating activities
Derivative financial liabilities for hedging
Accounts payable
Accounts payable - related parties
Other payables
Provisions - current
Other current liabilities
Other non-current liabilities
Cash generated from operations
Cash paid for income tax
Net cash provided by operating activities
Notes
2014
2013
$ 22,534,340
$ 5,643,353
6(23)
60,899,556
77,851,438
6(24)
578,227
556,874
6(5)
820
453
(
65,814 )
63,779
6(21)
(
794,041 ) (
1,977,799 )
6(21)
179,758
138,658
6(21)
351,066
921,828
6(22)
3,586,581
5,051,960
6(20)
(
328,633 ) (
293,741 )
(
39,958 ) (
58,897 )
1,417,004
(
310,450 )
198,617
(
1,275,676 )
(
4,618,534 )
8,336,807
(
4,062,415 )
6,500,243
(
1,047,816 )
734,595
16,736,314
(
8,456,587 )
(
246,732 ) (
226,676 )
(
257,414 ) (
123,046 )
(
299,025 ) (
399,357 )
9,518,853
(
16,066,134 )
(
3,503,297 ) (
4,958,074 )
4,070,494
749,050
1,184,460
814,253
(
290,486 )
513,119
(
721,826)
3,133,498
104,980,099
76,863,471
(
768,062) (
974,312)
104,212,037
75,889,159

(Continued)

~7~

INNOLUX CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of available-for-sale financial assets
Proceeds from disposal of available-for-sale financial assets
Proceeds from disposal of financial assets carried at cost -
non-current
Proceeds from disposal of non-current assets held for sale
Acquisition of investment accounted for under equity
method
Proceeds from disposal of investment accounted for under
equity method
Proceeds from capital reduction of investments accounted
for under equity method
Decrease in other financial assets
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Acquisition of intangible assets
(Increase) decrease in other non-current assets
Interest received
Dividends received
Net cash used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Decrease in short-term borrowings
Decrease in short-term notes and bills payable
Payment of long-term borrowings
Payment of bonds payable
Decrease in accrued lease payments
Stock issued for cash
Cash dividends paid
Cash paid from capital surplus
Proceeds from issuance of restricted stock to employees
Repurchase from issuance of restricted stock to employees
Changes in non-controlling interests
Interest paid
Net cash used in financing activities
Effect of changes in foreign currency exchange
Increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
Notes
2014
2013
($ 240,167 ) ($ 916,909 )
802,524
3,963,684
-
192,758
-
279,312
(
73,500 )
-
1,685,201
136,185
59,451
-
464,337
941,407
6(27)
(
20,526,552 ) (
18,370,343 )
6(27)
4,253,209
1,174,898
(
18,140 ) (
157,781 )
(
22,070 )
29,586
368,335
364,391
64,221
201,765
(
13,183,151) (
12,161,047)
(
8,881,219 ) (
14,499,547 )
-
(
699,430 )
(
61,671,395 ) (
51,589,030 )
-
(
2,000,000 )
-
(
980,000 )
6(16)
10,625,000
14,519,051
6(18)
(
90,495 )
-
(
1,266,944 )
-
6(14)
-
181,315
(
7,754 ) (
8,260 )
(
44,800 )
-
(
3,608,923) (
5,586,134)
(
64,946,530) (
60,662,035)
769,567
173,764
26,851,923
3,239,841
44,137,818
40,897,977
$ 70,989,741
$ 44,137,818

The accompanying notes are an integral part of these consolidated financial statements. See report of independent accountants dated February 10, 2015.

~8~

INNOLUX CORPORATION AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

(All amounts expressed in thousands of New Taiwan dollars)

1. 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”) are engaged 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.

2. 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, 2015.

3. 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

  • According to Financial-Supervisory-Securities-Auditing No. 1030010325 issued on April 3, 2014, commencing 2015, companies with shares listed on the TWSE or traded on the Taiwan GreTai Securities Market or Emerging Stock Market shall adopt the 2013 version of IFRS (not including IFRS 9, ‘Financial instruments’) as endorsed by the FSC and the "Regulations Governing the Preparation of Financial Reports by Securities Issuers" effective January 1, 2015 (collectively referred herein as the “2013 version of IFRSs”) in preparing the consolidated financial statements. The related new standards, interpretations and amendments are listed below:

Effective Date by International Accounting

New Standards, Interpretations and Amendments Standards Board Limited exemption from comparative IFRS 7 July 1, 2010 disclosures for first-time adopters (amendment to IFRS 1)

~9~

New Standards,Interpretations andAmendments
Severe hyperinflation and removal of fixed dates
for first-time adopters (amendment to IFRS 1)
Government loans (amendment to IFRS 1)
Disclosures-Transfers of financial assets
(amendment to IFRS 7)
Disclosures-Offsetting financial assets and financial
liabilities (amendment to IFRS 7)
IFRS 10, ‘Consolidated financial statements’
IFRS 11, ‘Joint arrangements’
IFRS 12, ‘Disclosure of interests in other entities’
IFRS 13, ‘Fair value measurement’
Presentation of items of other comprehensive income
(amendment to IAS 1)
Deferred tax: recovery of underlying assets
(amendment to IAS 12)
IAS 19 (revised), ‘Employee benefits’
IAS 27 (revised), ‘Separate financial statements’
Investments in associates and joint ventures
(amendment to IAS 28)
Offsetting financial assets and financial liabilities
(amendment to IAS 32)
IFRIC 20, ‘Stripping costs in the production phase
of a surface mine’
Improvements to IFRSs 2010
Improvements to IFRSs 2009-2011
Effective Date by
International Accounting
StandardsBoard
July 1, 2011
January 1, 2013
July 1, 2011
January 1, 2013
January 1, 2013
(Investment entities: January 1, 2014)
January 1, 2013
January 1, 2013
January 1, 2013
July 1, 2012
January 1, 2012
January 1, 2013
January 1, 2013
January 1, 2013
January 1, 2014
January 1, 2013
January 1, 2011
January 1, 2013

Based on the Group’s assessment, the adoption of the 2013 version of IFRS has no significant impact on the consolidated financial statements of the Group, except the following: A.IAS 19, ‘Employee benefits’

Under the revised standard, net interest expense or income, calculated by applying the discount rate to the net defined benefit asset or liability, replace the finance charge and expected return on plan assets. Additional disclosures are also required.

B.IAS 1, ‘Presentation of financial statements’

The amendment requires entities to separate items presented in other comprehensive income (OCI) classified by nature into two groups on the basis of whether they may be reclassified to profit or loss subsequently when specific conditions are met. If the items are presented before tax then the tax related to each of the two groups of OCI items (those that might be reclassified and those that will not be reclassified) must be shown separately. Accordingly, the Group will adjust its presentation of the statement of comprehensive income.

~10~

  • C.IFRS 12, ‘Disclosure of interests in other entities’

The standard integrates the disclosure requirements for subsidiaries, joint arrangements, associates and unconsolidated structured entities. The Group will disclose additional information about its interests in consolidated entities and unconsolidated entities accordingly.

  • D.IFRS 13, ‘Fair value measurement’

The standard defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The standard sets out a framework for measuring fair value using the assumptions that market participants would use when pricing the asset or liability; for non-financial assets, fair value is determined based on the highest and best use of the asset. The standard requires disclosures about fair value measurements. Based on the Group’s assessment, the adoption of the standard has no significant impact on its consolidated financial statements and the Group will disclose additional information about fair value measurements accordingly.

Based on the Group’s assessment, the adoption of the 2013 version of IFRSs has no significant impact on the consolidated financial statements of the Group.

(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 2013 version of IFRS as endorsed by the FSC:

version of IFRS as endorsed by the FSC:
New Standards,Interpretations and Amendments Effective Date by
International Accounting
Standards Board
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)
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’
IFRS 15, ‘Revenue from contracts with customers’
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 19)
Equity method in separate financial statements
(amendments to IAS 27)
Recoverable amount disclosures for non-financial assets
(amendments to IAS 36)
January 1, 2018
January 1, 2016
January 1, 2016
January 1, 2016
January 1, 2016
January 1, 2017
January 1, 2016
January 1, 2016
January 1, 2016
July 1, 2014
January 1, 2016
January 1, 2014

~11~

New Standards,Interpretations andAmendments Effective Date by
International Accounting
StandardsBoard
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
July 1, 2014
July 1, 2014
January 1, 2016

The Group is assessing the impact of the new standards and interpretations above and the impact will be disclosed when the assessment is complete.

4. 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.

(1) Compliance statement

These consolidated financial statements are the consolidated financial statements prepared by the Group in accordance with the “Rules Governing the Preparation of Financial Statements by Securities Issuers” and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the FSC (collectively referred herein as the “IFRSs”).

(2) Basis of preparation

  • A.Except for the following items, these 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 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 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.

(3) 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

~12~

all entities over which the Group has the power to govern the financial and operating policies. In general, control is presumed to exist when the parent owns, directly or indirectly through subsidiaries, more than half of the voting power of an entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases.

  • (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 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 on the same basis as would be required if the related assets or liabilities were disposed of. That is, when the Group loses control of a subsidiary, all gains or losses previously recognized in other comprehensive income in relation to the subsidiary should be reclassified from equity to profit or loss, if such gains or losses would be reclassified to profit or loss when the related assets or liabilities are disposed of.

  • B.Subsidiaries included in the consolidated financial statements:

Name of Investor Name of Subsidiary Main Business
Activities
2014
2013
100
57
100
100
100
100
100
100
100
100
100
100
December 31,
Ownership (%)
2014
2013
100
57
100
100
100
100
100
100
100
100
100
100
December 31,
Ownership (%)
Description
2014
Innolux Corporation Bright Information
Holding Ltd.
Gold Union Investments
Ltd.
Golden Achiever
International Ltd.
Innolux Holding Ltd.
Keyway Investment
Management Limited
Landmark International
Ltd.
Investment holdings
Investment holdings
Investment holdings
Investment holdings
Investment holdings
Investment holdings
100
100
100
100
100
100
57
100
100
100
100
100
( a )
-
-
-
-
-

~13~

Name of Investor Name ofSubsidiary Main Business
Activities
Ownership (%) Ownership (%) Description
December 31,
2014 2013
Innolux Corporation
Bright Information
Holding Ltd.
Gold Union
Investments Ltd.
Golden Achiever
International Ltd.
Innolux Holding Ltd.
Landmark
International Ltd.
Keyway Investment
Management Limited
Toppoly Optoelectronics
(B.V.I.) Ltd.
Innolux Hong Kong
Holding Ltd.
(Former TPO Hong Kong
Holding Ltd.)
Leadtek Global Group
Limited
Yuan Chi Investment
Co., Ltd.
InnoJoy Investment
Corporation
Chi Mei Optoelectronics
(Singapore) Pte Ltd.
Innolux Optoelectronics
Europe B.V.
(Former Chi Mei
Optoelectronics Europe
B.V.)
Innolux Optoelectronics
Japan Co., Ltd.
(Former Chi Mei
Optoelectronics Japan
Co., Ltd.)
Chi Mei El Corporation
Kunpal Optoelectronics
Ltd.
Ningbo Innolux Display
Ltd.
VAP Optoelectronics
(Nanjing) Corp.
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.
Investment holdings
Investment holdings
Order swapping
company
Investment company
Investment company
Distribution company
Investment and
distribution
company
Investment and
distribution company
Production and
distribution company
Processing company
Processing company
Processing company
Investment holdings
Investment holdings
Order swapping
company
Distribution company
Warehousing company
Warehousing company
Processing company
Processing company
100
100
100
100
100
-
100
100
97
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
97
100
100
100
100
100
100
100
100
100
100
100
-
-
-
-
-
( c )
-
-
-
-
-
-
-
-
-
-
-
-
-
-

~14~

Name of Investor Name of Subsidiary Main Business
Activities
Ownership (%) Ownership (%) Description
December 31,
2014 2013
Landmark
International Ltd.
Toppoly
Optoelectronics
(B.V.I.) Ltd.
Innolux Hong Kong
Holding Ltd.
Innolux
Optoelectronics Europe
B.V.
Innolux
Optoelectronics Japan
Co., Ltd.
Rockets Holding Ltd.
Suns Holding Ltd.
Foshan Innolux
Optoelectronics Ltd.
(Former Nanhai Chi Mei
Electronics Ltd.)
Nanhai Chi Mei
Optoelectronics Ltd.
Toppoly Optoelectronics
(Cayman) Ltd.
Innolux Optoelectronics
Hong Kong Holding Ltd.
(Former TPO Displays
Hong Kong Holding
Ltd.)
Innolux Hong Kong Ltd.
(Former TPO Displays
Hong Kong Ltd.)
Innolux Technology
Europe B.V.
(Former TPO Displays
Europe B.V.)
Innolux Technology
Japan Co., Ltd.
(Former TPO Displays
Japan K.K.)
Innolux Technology USA
Inc.
(Former TPO Displays
USA Inc.)
Chi Mei Optoelectronics
Germany GmbH
Innolux Optoelectronics
USA, Inc.
Best China Investments
Ltd.
Mega Chance
Investments Ltd.
Magic Sun Ltd.
Stanford Developments
Ltd.
Sonics Trading Ltd.
Nets Trading Ltd.
Warriors Technology
Investments Ltd.
Processing company
Processing company
Investment holdings
Investment holdings
Order swapping
company
Investment and R&D
company
Distribution company
Distribution company
After sales service
company
Distribution company
Investment holdings
Investment holdings
Investment holdings
Investment holdings
Order swapping
company
Investment company
Investment 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
( b )
( b )
-
-
-
-
-
-
-
-
-
-
-
-
( c )
-
-

~15~

Name of Investor Name of Subsidiary Main Business
Activities
Ownership (%) Ownership (%) Description
December 31,
2014 2013
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.
Asiaward Investment
Ltd.
Sun Dynasty
Development Ltd.
Toppoly
Optoelectronics
(Cayman) Ltd.
Nanjing Innolux
Technology Ltd.
(Former TPO Displays
(Shinepal) Ltd.
Nanjing Innolux
Optoelectronics Ltd.
Shanghai Innolux
Optoelectronics Ltd.
Innolux Technology
Germany GmbH
(Former TPO Displays
Germany GmbH)
Asiaward Investment
Ltd.
Main Dynasty Investment
Ltd.
Sun Dynasty
Development Ltd.
Innocom Technology
(Shenzhen) Ltd.
Innocom Technology
(Xiamen) Ltd.
Innocom Technology
(Chengdu) Co., Ltd.
Distribution company
Processing company
Processing company
Testing and
maintenance company
Investment holdings
Investment holdings
Investment holdings
Processing company
Processing company
Processing company
100
100
100
100
100
100
100
100
-
100
100
100
100
100
100
100
100
100
100
100
-
-
-
-
-
-
-
-
( c )
-
  • (a)In July, 2014, the Company obtained the remaining 43% interest of its subsidiary, Bright Information Holding Ltd., and the transaction was accounted as equity transaction.

  • (b)In June, 2013, the Board of Directors of the Company adopted a resolution for the merger of two wholly-owned subsidiaries, Foshan Innolux Optoelectronics Ltd. and Nanhai Chi Mei Optoelectronics Ltd., with Foshan Innolux Optoelectronics Ltd. as the surviving company. Effective date of this merger was January 1, 2014, and it was accounted for as a reorganization.

  • (c)Chi Mei Optoelectronics (Singapore) Pte Ltd., Sonics Trading Ltd., and Innocom Technology (Xiamen) Ltd. ceased operations and were all liquidated in the first quarter of 2014.

  • 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.

(4) 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

~16~

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 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 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

~17~

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.

(5) 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.

  • (6) 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.

(7) 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

~18~

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.

(8) 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.

  • (9) 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.

(10) Impairment of financial assets

  • A.The Group 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 Group 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 Group assesses that there has been objective evidence of impairment and an

~19~

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 amortisation) 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.
  • (11) 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.

(12) Investments accounted for under the 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

~20~

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.

  • 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 all the change in equity in “capital surplus” in proportion to its ownership.

  • D.Unrealized gains on transactions between the Group and its associates are eliminated to the extent of the Group’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 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 reclassified to profit or loss. If it retains significant influence over this associate, then the amounts previously recognized as capital surplus in relation to the associate are reclassified to profit or loss proportionately.

  • (13) 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,

~21~

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 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 3~50 years Machinery and equipment 2~9 years Others 2~6 years

(14) 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.

(15) 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.

(16) 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, 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 recoverable amount. Impairment loss of goodwill previously recognized in profit or loss shall

~22~

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.

  • (17) 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.

  • (18) 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 either:

    • (a)Hedges of the fair value of recognized assets or liabilities or a firm commitment (fair value hedge).

    • (b)Hedges of a particular risk associated with a recognized asset or liability or a highly probable forecast transaction (cash flow hedge).

  • 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.Fair value hedge

    • (a)Changes in the fair value of derivatives that are designated and qualified as fair value hedges are recorded in profit or loss, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk. The Group only applies fair value hedge accounting for hedging foreign currency on long-term borrowings. The gain or loss relating to the effective portion of currency swaps hedging long-term borrowings denominated in

~23~

foreign currency is recognized in the statement of comprehensive income within “finance costs”. The gain or loss relating to the ineffective portion is recognized in the statement of comprehensive income within “other gains and losses”. Changes in the fair value of the hedge long-term borrowings denominated in foreign currency attributable to interest rate risk are recognized in the statement of comprehensive income within “finance costs”.

  - (b)If the hedge no longer meets the criteria for hedge accounting, the adjustment to the carrying amount of a hedged item for which the effective interest method is used is amortized to profit or loss over the period to maturity.
  • F.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.

  • (19) 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 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, together with adjustments for unrecognized past service costs. The defined benefit obligation is calculated annually by independent actuaries using the

~24~

projected unit credit method. The rate used to discount is determined by using interest rates of government bond (at the balance sheet date).

     - ii.Actuarial gains and losses arising on defined benefit plans are recognized in other comprehensive income in the period in which they arise.

     - iii.Past service costs are recognized immediately in profit or loss if vested immediately; if not, the past service costs are amortized on a straight-line basis over the vesting period.
  • C.Employees’ bonus and directors’ and supervisors’ remuneration Employees’ bonus 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. However, if the accrued amounts for employees’ bonus and directors’ and supervisors’ remuneration are different from the actual distributed amounts as resolved by the stockholders at their stockholders’ meeting subsequently, the differences should be recognized based on the accounting for changes in estimates. The Group calculates the number of shares of employees’ stock bonus based on the fair value per share at the previous day of the stockholders’ meeting held in the year following the financial reporting year, and after taking into account the effects of ex-rights and ex-dividends.

  • (20) 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 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”.

  • C.The grant date for the shares reserved for employee preemption in cash capital increase is the date on which the Company informs employees of the grant and both the Company and employees agree to the number of shares granted and the price for subscription.

~25~

(21) 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 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 acquisitions of equipment or technology, 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 utilized.

(22) Revenue recognition

  • The Group 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 Group’s activities.

(23) Business combinations

  • A.The Group uses the acquisition method to account for business combinations. The Group chooses to measure the non-controlling interest in the acquiree at the non-controlling interest’s proportionate share of the acquirer’s identifiable net assets on an acquisition-by-acquisition basis.

  • B.If the total of the fair values of the consideration of acquisition and any non-controlling interest in the acquiree as well as the acquisition-date fair value of any previous equity interest in the acquiree is higher than the fair value of the Group’s share of the identifiable net assets acquired,

~26~

the difference is recorded as goodwill; if less than the fair value of the Group’s share of the identifiable net assets acquired, the difference is recognized directly in profit or loss.

(24) 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.

5. CRITICALACCOUNTING JUDGMENTS, ESTIMATES AND KEY SOURCES OF ASSUMPTION

UNCERTAINTY

The preparation of these consolidated financial statements requires management to make critical judgments 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 information is addressed below:

  • (1) Critical judgments 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 judgment. In making this judgment, 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.

  • (2) Critical accounting estimates and assumptions

  • The Group 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 Group’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(10) for the information on goodwill impairment.
  • B.Reliability of deferred income tax assets

    • Deferred income tax assets are recognized only to the extent that it is probable that future taxable profit will be available against which the deductible temporary differences can be utilized.

~27~

Assessment of the reliability of deferred income tax assets involves critical accounting judgments and estimates of the management, including the assumptions of expected future sales, revenue growth rate, profit rate, tax holiday, available tax credits, and tax planning, etc. Any change in global economic environment, industrial environment, and laws and regulations might cause material adjustments to deferred income tax assets.

  • C.Evaluation of inventories

As inventories are stated at the lower of cost and net realizable value, the Group must determine the net realizable value of inventories on balance sheet date using judgments and estimates. Due to the rapid technology innovation, the Group evaluates the amounts of normal inventory consumption, obsolete inventories or inventories without market selling value on balance sheet date, and writes down the cost of inventories to the net realizable value.

  • D.Financial assets - fair value measurement of unlisted stocks without active market The fair value of unlisted stocks held by the Group that are not traded in an active market is determined considering those companies’ recent fund raising activities and technical development status, fair value assessment of other companies of the same type, market conditions and other economic indicators existing on balance sheet date. Any changes in these judgments and estimates will impact the fair value measurement of these unlisted stocks. Please refer to Note 12(3) for the financial instruments fair value information.

6. DETAILS OF SIGNIFICANT ACCOUNTS

(1) Cash and cash equivalents

TAILS OF SIGNIFICANT ACCOUNTS
Cash and cash equivalents
Cash on hand and revolving funds
Checking accounts and demand deposits
Time deposits
Cash equivalents - Repurchase Bonds
December31,2014
2,572
$ 45,954,667
20,806,255
66,763,494
4,226,247
70,989,741
$
December31,2013
2,809
$ 32,827,254
11,028,129
43,858,192
279,626
44,137,818
$
  • 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. The Group’s maximum exposure to credit risk at balance sheet date is the carrying amount of all cash and cash equivalents.

  • B.The above time deposits and bonds with repurchase agreement expire in 3 months and risks of changes in their values are remote.

~28~

(2) 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
December31,2014
52,453
$ 77,019
$ 528,136
605,155
$ December31,2014
605,016
$
December31,2013
227,703
$
78,337
$ 634,266
712,603
$
December31,2013
689,097
$
  • A.The Group recognized net loss of $976,857 and $1,060,390 on financial assets held for trading for the years ended December 31, 2014 and 2013, respectively.

  • B.The non-hedging derivative financial assets and liabilities transaction information are as follows:

Derivative financial
assets and liabilities
Current items
Forward foreign
USD (sell)
425,000
$ exchange contracts
JPY (buy)
48,580,180
Forward foreign
EUR (sell)
38,000
exchange contracts
USD (buy)
47,574
(Notional Principal)
(in thousands)
December 31,
Contract Amount
December 31, Contract Period
Contract Period
2014/10~2015/3
USD (sell)
467,000
$ 2013/10~2014/3
2014/10~2015/3
JPY (buy)
47,065,250
2013/10~2014/3
2014/10~2015/2
EUR (sell)
188,000
2013/10~2014/3
2014/10~2015/2
USD (buy)
256,665
2013/10~2014/3
TWD (sell)
26,762,745
2013/12~2014/3
USD (buy)
904,000
2013/12~2014/3
2014
(in thousands)
December 31,2013
Contract Amount
(Notional Principal)

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.

~29~

(3) Available-for-sale financial assets

Available-for-sale financial assets
Items
Current items
Bond investments
Non-current items
Listed stocks and bond investments
Emerging and unlisted stocks
December31,2014
220,000
$ 3,582,677
$ 1,554,440
5,137,117
$
December31,2013
-
$
1,896,076
$ 2,056,454
3,952,530
$
  • A.The Group recognized gain in other comprehensive income for the fair value change for the years ended December 31, 2014 and 2013 in the amount of $536,429 and $1,875,599, respectively.

  • B.As approved by the Board of Directors in June 2013, the Group sold the shares and depositary receipts of Himax Technologies, Inc. and recognized gain on disposal of investments of $1,880,884 (shown as “other gains and losses”).

  • C.The counterparties of the Group’s debt instrument investments have good credit quality, all with credit rating of twA+ above. The maximum exposure to credit risk at balance sheet date is the carrying amount of available-for-sale financial asstes - debt instruments.

(4) Hedging derivative financial liabilities

Hedging derivative financial liabilities
Items December31,2014
December31,2013
1,351
$ -
$ -
$ 21,918
$ Period of Gain
Period of
(Loss) Expected
December 31,
December 31,
Anticipated
to be Recognised
2014
2013
Cash Flow
in Profit or Loss
1,351)
($ 21,918)
($ 2008~2015
2008~2015
Fair Value
s HedgingInstruments
December31,2013
Cash flow hedges
Current item
Interest rate swap
Non-current item
Interest rate swap
Hedged Items
Long-term borrowings
- cash flow hedges
- cash flow hedges
Designated a
$ -
$ 21,918
Period of Gain
(Loss) Expected
to be Recognised
in Profit or Loss
Derivative
Instruments
Designated
as Hedges
Interest rate swap
December 31,
2014
1,351)
($
2008~2015 2008~2015
  • (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.

  • (b)Information about gain or loss arising from cash flow hedges recognized in profit or loss and other comprehensive income:

~30~

Years ended December31, Years ended December31, Years ended December31, Years ended December31,
Items 2014 2013
Amount of gain or loss adjusted in other
comprehensive income $ 1,224 $ 3,210
Amount of gain or loss transferred from other
comprehensive income to profit or loss 227,234 ( 82,687)
(c)The gain/(loss) relating to the ineffective portion of cash flow hedges recognized in profit or
loss amounted to $289 for the year ended December 31, 2013.
Accounts and notes receivable
December31,2014 December31,2013
Notes receivable $ 21,447 $ 24,516
Accounts receivable 71,922,008 68,063,587
71,943,455 68,088,103
Less: allowance for sales returns and discounts ( 827,583) ( 1,590,591)
allowance for bad debts ( 139,867) ( 139,221)
$ 70,976,005 $ 66,358,291

(5) Accounts and notes receivable

  • 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:

impaired is as follows:
Up to 60 days
61 to 180 days
Over 180 days
December31,2014
611,670
$ 64,488
73,023
749,181
$
December31,2013
3,259,953
$ 594,665
157,567
4,012,185
$
  • C.Movement analysis of accounts receivable and notes receivable that were impaired is as follows:

  • (a)As of December 31, 2014 and 2013, the Group’s accounts receivable that were impaired were $139,867 and $139,221, respectively.

  • (b)Movement on allowance for bad debts for impairment loss based on individual provision is as follows:

2014
At January 1
139,221
$ Allowance for bad debts - provision
820
Allowance for bad debts - reclassified
-
Allowance for bad debts - write - offs
211)
(
Net exchange difference
37
(
At December 31
139,867
$
2013
117,322
$ 453
21,447
-
1)

139,221
$

~31~

D.The maximum exposure to credit risk was the carrying amount of each class of accounts receivable.

(6) Inventories

receivable.
Inventories
Raw materials and supplies
Work in process
Finished goods
December31,2014
3,851,583
$ 17,996,857
11,939,402
33,787,842
$
December31,2013
3,970,268
$ 29,182,602
17,371,286
50,524,156
$

Expenses and losses incurred on inventories for the years ended December 31, 2014 and 2013 are as follows:

ollows:
Years ended December31,
2014 2013
Cost of inventories sold $ 378,358,466 $ 384,541,919
Reversal of allowance for scrap, obsolescence
and price decline ( 473,142) ( 1,397,747)
Disposal loss and others 391,573 1,827,213
$ 378,276,897 $ 384,971,385

The Group had disposed its expired and slow-moving inventories. Thus, the risk of reduction in the inventory’s market price had been decreased and the net realizable value of inventories had been recovered.

(7) Investments accounted for under the equity method

recovered.
Investments accounted for under the equity method
Ampower Holding Ltd.
GIO Optoelectronics Corporation
TOA Optronics Corporation
Chi Mei Materials Technology
Contrel Technology Co., Ltd.
Others
December31,2014
1,477,199
$ 450,726
364,907
-
-
71,393
2,364,225
$
December31,2013
1,526,449
$ 476,176
410,671
1,883,267
473,259
149,312
4,919,134
$

A.The financial information of the Group’s associates is summarized below:

December 31, 2014
December 31, 2013
Assets
5,190,457
$ 24,441,179
Liabilities
1,417,506
$ 7,330,642
Revenue
Profit/(Loss)
2,211,238
$ 581,093)
($ 21,222,917
2,223,356

B.The fair value of the Group’s associates which have quoted market price is as follows:

Stock priceper share(in dollars)
December31,2013
Chi Mei Materials Technology $ 36.45
Contrel Technology Co., Ltd. 16.95

~32~

  • C.During 2014, the Company sold its interests in Chi Mei Materials Technology and Contrel Technology Co., Ltd. Since the Company lost control, the investment was reclassified as “available-for-sale financial assets - non-current”.

  • D.The Group recognized impairment loss on associates for the year ended December 31, 2013 in the amount of $245,253.

(8) Property, plant and equipment

2014

2014
At January1
Additions
Disposals
Cost:
Land
3,852,792
$ -
$ -
$ Buildings
184,139,364
8,652
341,088)
(
Machinery and equipment
433,442,047
393,335
19,161,213)
(
Others
29,178,672
210,165
4,149,307)
(
650,612,875
612,152
23,651,608)
(
Accumulated depreciation
and impairment:
Buildings
68,425,305)
(
15,250,980)
(
327,125
(
Machinery and equipment
291,198,835)
(
40,505,195)
(
18,063,267
(
Others
20,748,143)
(
3,617,759)
(
4,042,819
(
380,372,283)
(
59,373,934)
(
22,433,211
(
Unfinished construction
and equipment under
acceptance
3,265,167
19,220,115
814,963)
(
(
273,505,759
$ At January1
Additions
Disposals
Cost:
Land
3,852,792
$ -
$ -
$ Buildings
179,137,767
96,030
326,605)
(
Machinery and equipment
405,398,313
808,409
9,815,779)
(
Others
26,297,094
305,186
3,255,595)
(
614,685,966
1,209,625
13,397,979)
(
Accumulated depreciation
and impairment:
Buildings
51,417,547)
(
16,270,281)
(
300,169

Machinery and equipment
238,302,893)
(
55,655,014)
(
6,605,916

Others
18,162,188)
(
3,611,175)
(
2,832,151

307,882,628)
(
75,536,470)
(
9,738,236

Unfinished construction
and equipment under
acceptance
25,722,521
16,893,203
-

332,525,859
$ 2013
Transfer, net
exchange
differences
and others
At December 31
-
$ 3,852,792
$ 1,545,170
185,352,098
17,904,638
432,578,807
4,789,534
30,029,064
24,239,342
651,812,761
154,535)

83,503,695)
(
11,624,229)
325,264,992)
(
1,800,945)

22,124,028)
(
13,579,709)

430,892,715)
(
8,980,522)

12,689,797
233,609,843
$
Transfer, net
exchange
differences
and others
-
$ 5,232,172
37,051,104
5,831,987
48,115,263
1,037,646)
(

3,846,844)
(

1,806,931)
(

6,691,421)
(

39,350,557)
(
At December 31
3,852,792
$ 184,139,364
433,442,047
29,178,672
650,612,875
68,425,305)
(
291,198,835)
(
20,748,143)
(
380,372,283)
(
3,265,167
273,505,759
$

a.The Group evaluated the recoverable amount for assets with impairment indicators; the impairment loss for the years ended December 31, 2014 and 2013 was $351,066 and $676,575,

~33~

respectively, shown under “other gains and losses”.

  • b.Information about the property, plant and equipment that were pledged to others as collateral is provided in Note 8.

(9) Investment property

provided in Note 8.
nvestment property
Cost:
Land
Buildings
Accumulated depreciation
and impairment:
Buildings
2014 At
December31
188,247
$ 568,440
756,687
$ 63,010)


693,677
$
2013 At
December31
188,247
$ 568,440
756,687
$ 49,837)

706,850
$
At
January1
188,247
$ 568,440
756,687
$ 49,837)
(

706,850
$
Additions

-
$ -
-
$ 13,173)
(
(
At
January1
188,247
$ 568,440
756,687
$ 36,664)
(

720,023
$
Additions

-
$ -
-
$ 13,173)
(
(

The fair value of the investment property held by the Group as at December 31, 2014 and 2013 was $1,110,523 and $721,774, respectively. The amounts mentioned above represent valuation results of comparative method based on market trading information.

(10) 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
2014
At January1
Additions
Disposals
8,807,308
$ -
$ 673,622)
($ 17,096,628
-
-
3,497,213
18,140
8,911)
(
29,401,149
18,140
682,533)
(
5,215,970)
(
1,193,337)
(
673,622
2,970,185)
(
319,112)
(
7,012
8,186,155)
(
1,512,449)
(
680,634
21,214,994
$
Transfer, net
exchange
differences
and others
At December 31
3,349
$ 8,137,035
$ -
17,096,628
486,719
3,993,161
490,068
29,226,824
-
5,735,685)
(
10,283
3,272,002)
(
10,283
9,007,687)
(
20,219,137
$

~34~

2013

At January1
Additions
Disposals
Cost:
Patents and royalty
8,805,803
$ 1,700
$ 195)
($ Goodwill
17,096,628
-
-
Others
3,437,199
156,081
144,553)
(
29,339,630
157,781
144,748)
(
Accumulated amortisation
and impairment:
Patents and royalty
3,709,759)
(
1,507,211)
(
195
Others
2,720,812)
(
333,127)
(
142,720
(
6,430,571)
(
1,840,338)
(
142,915
(
22,909,059
$
Transfer, net
exchange
differences
and others
At December 31
-
$ 8,807,308
$ -
17,096,628
48,486
3,497,213
48,486
29,401,149
805
5,215,970)
(
58,966)

2,970,185)
(
58,161)

8,186,155)
(
21,214,994
$

B.Details of amortisation on intangible assets are as follows:

Operating costs
Operating expenses
Years ended December31, Years ended December31,
2014
960,230
$ 552,219
1,512,449
$
2013
1,068,073
$ 772,265
1,840,338
$

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 4.89% and 4.22% for the years ended December 31, 2014 and 2013, 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, 2014 and 2013.

(11) Short-term borrowings

Type of borrowings December 31, 2014 December 31, 2013 Collateral Bank loans Credit loans $ 22,526,999 $ 31,179,767 None Range of interest rates 1.2046%~3.9235% 1.7461%~3.8919%

~35~

- (12) Long term borrowings

Type of loans
Syndicated bank loans
Guaranteed commercial papers
Credit loans
Less:
Administrative expenses
charged by syndicated
banks
Current portion
Range of interest rates
Period
December31,2014
December31,2013
2005/03~2016/11
108,368,190
$ 152,654,461
$ 2012/11~2015/07
129,148
258,354
2009/09~2014/06
-
16,372,450
108,497,338
169,285,265
41,252)
(
187,557)
(
66,162,663)
(
169,097,708)
(
42,293,423
$ -
$ 1.2474%~2.4737%
0.995%~2.795%
  • 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 year ended December 31, 2014 and 2013 are in accordance with the covenants on the syndicated loan agreement.

  • C.In December 2011, the Company applied for the assistance of Ministry of Economic Affairs to negotiate the debt with the syndicated banks, in accordance with the “Procedures for the Assistance of Ministry of Economic Affairs in the Negotiation of Enterprise and Financial Institution relating to the Debt Issue”. On April 5, 2012, the Company signed an “Agreed-upon Repayment Agreement” with all financial institution creditors based on the framework of the resolutions during the creditors and debtors negotiation meeting. The major terms of the agreement were as follows:

  • (a)Medium and long-term syndicated loans

    • The medium and long-term syndicated loans due between 2012 to 2014 will be extended for 2-3 years. Principal is repayable every year based on a certain percentage; interest is charged at the original interest rate or at the original interest rate plus premium rate.
  • (b)Short and medium-term non-syndicated loans

    • The outstanding balances or the original amounts of each loan are renewed based on the original terms and all extended to December 31, 2013. Before maturity, the Company may apply for the extension of such loans for another year for each application, with a maximum of two applications with each bank. Interest is charged at the original interest rate plus premium rate and extension fee is charged at a certain percentage.

~36~

  - (c)Credit lines of derivative financial instruments

     - At least two-thirds of the original credit lines of derivative financial instruments are renewed based on the original terms and all extended to December 31, 2013. Before maturity, the Company may apply for the extension of such credit lines for another one year for each application, with a maximum of two applications with each bank. Extension fee is charged at a certain percentage.

  - (d)Other matters

     - a) All financial institution creditors agreed to waive the 2011 and 2012 covenants, the interest penalty, and default penalty arising from the violation of covenants.

     - b) All financial institution creditors agreed to waive the agreement that the Company shall early repay whole or part of the loans as prescribed by the original agreements before the extension agreements were approved by all financial institution creditors.

  - (e)The Company’s significant commitments The Company is committed to increase capital in certain amounts of cash within 3 years starting from 2012, to focus on its main business activities, and not to make investments out of its main business lines, except for equipment improvements or equipment additions for its main business. Further, the Company shall not apply for bankruptcy or reorganisation during the period of negotiation for the extension of the due date on the Company’s debt.
  • D.Because the Company failed to meet the requirements specified in the “syndicated repayment agreement” signed for the cash capital increase for the year ended December 31, 2013, the syndicated banks may take measures, in accordance with the agreement, including, but not limited to the outstanding principal, interest, expenses and other payables be due immediately. Therefore, the Company reclassified syndicated loans and other long-term borrowings as of December 31, 2013 amounting to $169,097,708 (including administrative expenses charged by syndicated banks) to “long-term liabilities - current portion”. However, the deadline was extended to the end of 2014 through the concession of financial institution creditors on January 27, 2014.

  • E.Though the Company failed to meet the requirement specified in the “syndicated repayment agreement” signed for the cash capital increase for the year ended December 31, 2014, the deadline was extended to the end of 2015 through the concession of financial institution creditors.

  • F.In order to repay the unpaid balance of the medium and long-term syndicated loans from the above “Agreed-upon Repayment Agreement”, on February 10, 2015, the Board of Directors has approved the proposal of syndicated credit line of NT$68.5 billion with financial institutions.

  • (13) Pensions

  • A.Defined benefit pension plan

    • (a)The Company has established a defined benefit pension plan in accordance with the Labor Standards Law, covering all regular employees’ service years prior to the enforecment of the

~37~

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, employees are entitled to two base points for every year of service for the first 15 years and one base point for each additional year thereafter, up to a maximum of 45 base points. The pension payment to employees was computed based on years of service and average salaries or wages of the last six months prior to approved retirement. The Company contributed 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.

(b)The amounts recognised in the balance sheet were determined as follows:

December31,2014 December31,2014 December31,2013 December31,2013
Present value of funded obligations $ 1,605,920 $ 1,504,354
Fair value of plan assets ( 1,488,938) ( 1,454,627)
Net liability in the balance sheet (shown as
“Other non-current liabilities”) $ 116,982 $ 49,727
)Changes in present value of funded obligations were as follows:
2014 2013
Present value of funded obligations
At January 1 $ 1,504,354 $ 1,464,983
Current service cost 10,470 9,148
Interest expense 30,087 21,975
Actuarial gain and loss 61,009 8,248
At December 31 $ 1,605,920 $ 1,504,354
)Changes in fair value of plan assets were as follows:
2014 2013
Fair value of plan assets
At January 1 $ 1,454,627 $ 1,398,638
Expected return on plan assets 29,092 20,980
Actuarial gain and loss 5,219 ( 3,622)
Employer contributions - 38,631
At December 31 $ 1,488,938 $ 1,454,627
  • (c)Changes in present value of funded obligations were as follows:

  • (d)Changes in fair value of plan assets were as follows:

~38~

  • (e)Expenses recognised in statements of comprehensive income were as follows:
Current service cost
Interest cost
Expected return on plan assets

Current pension costs
2014
2013
10,470
$ 9,148
$ 30,087
21,975
29,092)
(
20,980)
(
11,465
$ 10,143
$ Years ended December31,
2014
10,470
$ 30,087
29,092)
(
(
11,465
$

Details of cost and expenses recognised in statements of comprehensive income were as follows:

follows:
Cost of sales
Selling expenses
General and administrative expenses
Research and development expenses
Years ended December31,
2014
7,991
$ 184
848
2,442
11,465
$
2013
6,593
$ 329
1,058
2,163
10,143
$
  • (f)Amounts recognised under other comprehensive income were as follows:
Recognition for current period
Accumulated amount
Years ended December31, Years ended December31,
2014
55,790
$ 68,243
$
2013
11,870
$
12,453
$
  • (g)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. The composition of fair value of plan assets as of December 31, 2014 and 2013 is given in the Annual Labor Retirement Fund Utilisation Report published by the government. Expected return on plan assets was a projection of overall return for the obligations period, which was estimated based on historical returns and by reference to the status of Labor Retirement Fund utilisation by the Labor Pension Fund Supervisory Committee and taking into account the effect that the Fund’s 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

~39~

offered by local banks.

  • For the years ended December 31, 2014 and 2013, the actual return on plan assets was $34,311 and $17,358, respectively.

  • (h)The principal actuarial assumptions used were as follows:

$34,311 and $17,358, respectively.
)The principal actuarial assumptions used were as
follows: follows:
Discount rate
Future salary increases
Expected return on plan assets
Years ended December31,
2014
2.25%
3.00%
2.25%
2013
2.00%
3.00%
2.00%

Future mortality rate was estimated based on the 5th Taiwan Standard Ordinary Experience Morality Table.

  • (i)Historical information of experience adjustments was as follows:
Present value of defined benefit obligation
Fair value of plan assets
(
Deficit in the plan
Experience adjustments on plan liabilities
Experience adjustments on plan assets
2014
2013
1,605,920
$ 1,504,354
$ 1,488,938)

1,454,627)
(
116,982
$ 49,727
$ 60,201
$ 320,046
$ 5,219
$ 3,622)
($ Years ended December31,
2014
1,605,920
$ 1,488,938)

(
116,982
$ 60,201
$ 5,219
$ (
  • (j)The Group suspended its contributions to the pension reserve as agreed by the Science Park Administration in June 2013.

  • 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 and its domestic subsidiaries contribute 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. Other than the monthly contributions, the Group has no further obligations.

  • (c)The pension costs under the defined contribution pension plans of the Group for the years ended December 31, 2014 and 2013 were $1,999,252 and $1,758,981, respectively.

~40~

(14) Share-based payment

  • A.As of December 31, 2014, the Company’s share-based payment transactions were set forth below (excluding employee stock options assumed because of the merger stated in Note B):
Type of arrangement
Employee stock options
Employee stock options
Employee stock options
Reservation for new share
subscription by employees
Restricted stocks to employees-
shares subscribed with
consideration
-shares subscribed with consideration
-shares without consideration
-shares subscribed with consideration
-shares without consideration
-shares subscribed with consideration
-shares without consideration
Reservation for new share subscription
by employees
Quantity granted
Contract period
Grant date
(in thousand units)
(inyears)
Vestingconditions
2007.12.20
25,000
6
Note (b),(c)
2010.05.13
20,000
5
Note (a)
2011.05.19
50,000
5
Note (a)
2013.01.17
36,122
-
Vested immediately
2013.01.30
31,151
3
Note (d),(e)
2013.01.30
31,151
3
Note (d),(e)
2013.03.29
844
3
Note (d),(e)
2013.03.29
844
3
Note (d),(e)
2013.12.12
4,628
3
Note (d),(e)
2013.12.12
4,628
3
Note (d),(e)
2014.07.09
85,000
-
Vested immediately
Vestingconditions
  • (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 employees may exercise the stock options by stage based on 40%, 30% and 30% of total options granted on completion of the specified year(s) of service (three to five years) from the grant date.

  • (c)The employee stock options had already expired.

  • (d)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.

  • (e)The restricted stocks issued by the Company cannot be transferred. Voting right and dividend right are restricted on these stocks before vested.

~41~

  • (f)The fair value of stock options granted from 2010 to first quarter of 2014 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)
Reservation for new
share subscription
by employees
2014.07.09
14.90
12.50
Restricted stocks to
employees
- shares subscribed
with consideration
2013.12.12
10.65
-
- shares issued with
no consideration
2013.12.12
10.65
5.00
- shares subscribed
with consideration
2013.03.29
18.40
-
- shares issued with
no consideration
2013.03.29
18.40
5.00
- shares subscribed
with consideration
2013.01.30
15.35
-
- shares issued with
no consideration
2013.01.30
15.35
5.00
Reservation for new
share subscription
by employees
2013.01.17
14.15
12.98
Employee stock
options
2011.05.19
26.70
26.70
Employee stock
options
2010.05.13
39.85
39.85
Expected
volatility
(%)
36.01
-
-
-
-
-
-
48.20
35.67
51.57
Expected
duration
(month)
0.84
-
-
-
-
-
-
0.36
48.60
48.60
Expected
Free
Fair value
dividend
interest
per unit
yield(%)
rate(%)
(in dollars)
-
0.42
2.42
-
-
10.65
-
-
5.65
-
-
18.40
-
-
13.40
-
-
15.35
-
-
10.35
-
0.65
1.17
-
1.00
7.31
~8.32
-
0.80
15.12
~16.98
  • B.Employee stock options acquired because of merger

  • (a)Details:

etails:
Type of arrangement
Grant date
Employee stock options
2009.09.30
Employee stock options
2007.07.02
Employee stock options
2007.12.27
24,819
5 years
21
(Note i)
6 years
2
(Note i)
6 years
Quantity granted
(in thousand units)
Contractperiod
Vestingconditions
Note ii, iv
Note iii, iv
Note iii, iv
  • i. Each unit of stock options can subscribe for 1,000 shares of common stock.

  • ii. The employees may exercise the stock options by stage based on 50% and 50% of total options granted on completion of the specified years of service (two to three years) from the grant date.

  • iii. The employees may exercise the stock options by stage based on 25%, 25%, 25% and 25% of total options granted on completion of the specified years of service (two to five years) from the grant date.

  • iv. The employee stock options had already expired.

~42~

  • v. The units of employee stock options above were adjusted by share conversion rate.

  • (b)The fair value of employee stock options was estimated using the Hull & White (2002) Enhanced FASB 123 of the aforementioned binomial model. The information was as follows:

Exercise
Type of
Price
price
arrangement
Grant date
(in dollars)
(in dollars)
Employee stock
options
2009.09.30
51.60
39.20
Employee stock
options
2007.07.02
51.60
67.53
Employee stock
options
2007.12.27
51.60
80.63
Expected
volatility
(%)
45.10
45.10
45.10
Expected
duration
(month)
36.78
24.78
48.54
Expected
Free
dividend
interest
yield(%)
rate(%)
0.61
0.82
0.61
0.82
0.61
0.82
Fair value
per unit
(in dollars)
3.57~4.14
4.23~4.41
3.65~3.82
  • C.The details of the employee stock option plan for the years ended December 31, 2014 and 2013 were as follows:
.The details of the employee stock option plan for the years ended December 31,
were as follows:
options
ock option plan for the years ended December 31, 2014 and 2013
Weighted
average
Range of
Quantity
exercise
exercise
(in thousand
price
price
StockOptions
units)
(in dollars)
(in dollars)
Outstanding options at the
beginning of the year
94,819
$ 28.71
Options exercised
-
-
Options expired
( 24,819)
32.10
Outstanding options at the
end of the year
70,000
25.63
$ 32.59
0.38 years
22.85
1.39 yeas
Exercisable options at the
end of the year
50,000
26.75
period
Year ended December31,2014
Weighted
average
remaining
vesting
Year ended December31,2014
Weighted
average
stock price of
stock options
at exercise
date(in dollars)
$ 12.68

~43~

Year ended December 31, 2013

Weighted
Weighted Weighted average
average Range of average stock price of
Quantity exercise exercise remaining stock options
(in thousand price price vesting at exercise
StockOptions units) (in dollars) (in dollars) period date(in dollars)
Outstanding options at the 119,842 $ 41.79
beginning of the year
Options exercised - - $ 14.98
Options expired ( 25,023) 57.05
Outstanding options at the
end of the year 94,819 28.71 $ 34.46 1.38 years
23.82 2.39 years
33.93 0.75 years
Exercisable options at the
end of the year 51,819 31.13
  • D.For the years ended December 31, 2014 and 2013, the expenses incurred from share-based payment arrangements were $578,227 and $556,874, respectively.

(15) Provisions-current

At January 1, 2014
Addition
Used during the year
(
At December 31, 2014
Warranty

140,809
$ 2,723,491
2,117,279)

(
747,021
$
Litigationand others
1,808,220
$ 2,451,275
1,873,027)

(
2,386,468
$
Total
1,949,029
$ 5,174,766
3,990,306)

3,133,489
$

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 provision 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).

(16) Share capital

  • A.As of December 31, 2014, the Company’s authorized and outstanding capital were $120,000,000 (including $500,000 reserved for employee stock options) and $99,545,364, 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:

~44~

At January 1
Employee stock options exercised
Issuance of restricted shares to employees
Cancellation of restricted stock to employees

At December 31
2014
Number of ordinary
shares (inthousands)
9,109,429
850,000
-
4,893)
(

9,954,536
2013
Number of ordinary
shares (inthousands)
7,912,971
1,125,000
72,526
1,068)
(
9,109,429
  • B.The Company’s Board of Directors resolved to increase capital through cash on December 17, 2013 by issuing common shares of no more than 2 billion shares, in exchange for cash domestically or by using cash from capital increase to issue common shares in exchange for the issuance of foreign depository receipts. On June 19, 2014, the shareholders approved the capital increase. On June 20, 2014, the Board of Directors approved the domestic capital increase of 10,625,000 shares. The issue price was determined to be $12.5 in July 2014, and the capital increase was effective on August 12, 2014.

  • C. 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 is tentatively scheduled for release, (approximately equivalent to US$312,625 thousand). As the Company has received bank’s approval for extending capital increase, based on shareholders’ interest, the issuance of the GDR was cancelled in accordance with the Financial Supervisory Commission (FSC)’s approval on January 30, 2015.

  • D.As authorized by the shareholders during their meeting in June 2012, the Board of Directors of the Company resolved to increase capital for cash by issuing the GDR on July 18, 2012, and had been completed in January 2013. The Company issued 1,125,000 thousand shares of common stock for cash, including 112,500 thousand shares regarded as employee stock options, and 101,250,000 units of GDRs which represent 1,012,500 thousand shares of common stock, with a unit of GDR representing 10 shares of common stock at the Luxembourg Stock Exchange. Per unit was issued at a premium of US$4.481, which was equivalent to $12.98 per share and raised a total of $14,519,051, net of issuance cost. As of December 31, 2014, there were 69 thousand units outstanding, representing 692 thousand shares of common stocks.

  • E.As authorized by the shareholders at the shareholders’ meeting in June, 2012, the Board of Directors of the Company adopted a resolution on January 30, 2013, March 29, 2013 and November 12, 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). The effective dates of the issuance were on January 30, 2013, March 29, 2013 and December 12, 2013. Until the vesting conditions are met by employees, those shares are restricted to transfer voting rights, dividend and other rights. As of December 31, 2014, the Company bought back 4,893 shares of unvested restricted stocks to employees,

~45~

and decreased capital in accordance with related regulation.

  • F.The stockholders at the stockholders’ meeting on January 6, 2010 approved the merger of the Company with another company by issuing new shares, with the Company as the surviving company. The Company issued 4,046,382 thousand new shares according to the merger contract. The new shares included the common stock issued by the acquired companies in May and December 2006 through private placement. The issuance of 570,929 thousand shares was determined based on the exchange ratio in the merger contract. 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 aforementioned private common shares have not been publicly issued as of December 31, 2014.

  • G.In accordance with the Board of Directors’ resolution in August 2007, the Company decided to issue 300 million shares of common stock for cash, including 149,967,500 units of GDRs which represent 299,935 thousand shares of common stock with a unit of GDR representing 2 shares of common stock. Per unit was issued at premium of US$9.02 (in dollars). In accordance with the Board of Directors’ resolution in March 2013, the Company terminated the above mentioned GDR, and the effective date of termination was in May 2013. The depository trust company completed the cancellation and distributed proceeds in November 2013.

  • (17) 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.

~46~

2014

2014
Share of profit
(loss) of
associates
accounted for Restricted
under equity Employee stock to
Sharepremium method stock option employees Total
At January 1 $ 94,106,611 $ 56,303 $ 1,697,935 $ 197,892 $ 96,058,741
Capital issued for cash 2,125,000 - - - 2,125,000
Cash paid from Capital surplus ( 1,266,944) - - - ( 1,266,944)
Capital surplus offset against
accumulated deficit 2,328,981 - - - 2,328,981
Cancellation of restricted stock to
employees - - - 48,924 48,924
Vested restricted stock to employees 65,665 - - ( 65,665) -
Changes in restricted stock to
employees - - - 47,174 47,174
Compensation related to share-based
payment 205,700 - 83,823 - 289,523
Expiration of employee stock options 407,899 - ( 407,899) - -
Changes in net equity of long-term
equity investments - ( 47,030) - - ( 47,030)
At December 31 $ 97,972,912 $ 9,273 $ 1,373,859 $ 228,325 $ 99,584,369
2013
Share of profit
(loss) of
associates
accounted for Restricted
under equity Employee stock to
Sharepremium method stock option employees Total
At January 1 $ 118,065,992 $ 24,241 1,587,747
$
$ - $ 119,677,980
Capital surplus offset against
accumulated deficit ( 27,308,220) - - - ( 27,308,220)
Global depositary receipt issued for
cash 3,269,051 - - - 3,269,051
Issuance of restricted stock to
employees - - - 187,212 187,212
Cancellation of restricted stock to
employees - - - 10,680 10,680
Compensation related to share-based
payment 42,263 - 147,713 189,976
Expiration of employee stock options 37,525 - ( 37,525) -
Changes in net equity of long-term
equity investments - 32,062 - - 32,062
At December 31 $ 94,106,611 $ 56,303 1,697,935
$
$ 197,892 $ 96,058,741

(18) Retained earnings

A.In accordance with the Company’s Articles of Incorporation, net income must be distributed in the following order:

~47~

  • (a)To pay all tax accruals and payables arising from the current year and to cover prior years’ losses, if any;

  • (b)As legal reserve equal to 10% of net income after tax and distribution pursuant to clause (a);

  • (c)As any special reserve;

  • (d)To pay dividends on preferred shares;

  • (e)To pay bonuses to employees not less than 5% of net income after tax and distribution pursuant to clauses (a) to (d); and

  • (f)The remaining amount, if any, shall be distributed pursuant to the proposal of the Board of Directors in accordance with the Company’s dividend policy and the resolution approved at the stockholders’ meeting, of which 0.1% should be paid as remuneration to directors and supervisors and the remaining amount as dividends to stockholders.

    • Dividends distributed in respect of any fiscal year in the form of shares shall not exceed two-thirds of total dividends to stockholders.
  • 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 Board of Directors proposed to cover accumulated deficit for the year ended December 31, 2012 and the proposal was approved by the stockholders in June 2013. It was resolved not to distribute dividends or accrue employees’ bonus and directors’ and supervisors’ remuneration. As approved by the stockholders in June 2013, the Company covered accumulated deficit amounting to $27,308,220 by using additional paid-in capital in excess of par value of common stock. In June 2014, the shareholders approved and resolved the deficit compensation amendment for 2012 which is to compensate deficit with legal reserve of $2,328,981 and $24,979,239 by using additional paid-in capital in excess of par value of common stock.

  • D.The details of the appropriation of 2013 net income which was approved at the stockholders’ meeting in June 2014 are as follows:

meeting in June 2014 are as follows:
Legal reserve
Special reserve
Cash dividends
Year ended December31,2013
Amount
509,272
$ 1,144,229
90,495
1,743,996
$
Dividends per
share(in dollars)
0.01
$

Furthermore, the Company’s stockholders have resolved to distribute $0.14 cash per share with capital surplus amounting to $1,266,944. The Company distributed a total of $0.15 cash dividend per share.

~48~

  • E.Employees’ bonus and directors’ and supervisors’ remuneration were accrued at $172,217 and $4,004, respectively, for the year ended December 31, 2013. 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 2014, employees’ bonus and directors’ and supervisors’ remuneration were $343,922 and $90, respectively, resulting to a difference of $167,791 from the amounts in 2013 financial statements. The difference was caused by different accrual ratio which has been processed as accounting estimates after being approved at the stockholders’ meeting and recorded as expense in 2014. For the year ended December 31, 2014, employees’ bonus was accrued at $1,436,187.

  • Information about the appropriation of employees’ bonus and directors’ and supervisors’ remuneration by the Company as proposed by the Board of Directors will be posted in the “Market Observation Post System” at the website of the Taiwan Stock Exchange.

(19) Other equity items

Other equity items
Available-
Currency
for-sale
translation
investments
At January 1
78,074)
($ 1,544,345)
($ Fair value losses of cash flow hedges
-
-
Reclassified as current income of cash
flow hedges
-
-
Revaluation of available-for-sale
investments - gross
-
536,429
Revaluation transfer of
available-for-sale investment - gross
-
251,483)
(
Currency translation differences
3,087,368
-
Issuance of restricted stocks to
employees
-
-
Compensation related to share-based
payment
-
-
Share of other comprehensive
income (loss) of associates
73,654
8,005
Effect of income tax
-
8,453)
(
At December 31
3,082,948
$ 1,259,847)
($
2014
Employee
Hedging
unearned
reserve
compensation
Total
478,190
$ 387,268)
($ 1,531,497)
($ 1,224)
(
-
1,224)
(
277,234)
(
-
277,234)
(
-
-
536,429
-
-
251,483)
(
-
-
3,087,368
-
43,951)
(
43,951)
(
-
288,704
288,704
-
-
81,659
47,338
-
38,885
247,070
$ 142,515)
($ 1,927,656
$
Total

~49~

2013

Available-
Currency
for-sale
translation
investments
At January 1
2,818,705)
($ 1,609,513)
($ Fair value losses of cash flow hedges
-
-
Reclassified as current income of cash
flow hedges
-
-
Revaluation of available-for-sale
investments - gross
-
1,875,599
Revaluation transfer of
available-for-sale investment - gross
-
1,858,827)
(
Currency translation differences
2,703,765
-
Issuance of restricted stocks to
employees
-
-
Compensation related to share-based
payment
-
-
Share of other comprehensive
income (loss) of associates
36,866
744)
(
Effect of income tax
-
49,140
At December 31
78,074)
($ 1,544,345)
($
Employee
Hedging
unearned
reserve
compensation
Total
423,629
$ -
$ 4,004,589)
($ 3,210)
(
-
3,210)
(
82,687
-
82,687
-
-
1,875,599
-
-
1,858,827)
(
-
-
2,703,765
-
754,166)
(
754,166)
(
-
366,898
366,898
36,122
24,916)
(
-
24,224
478,190
$ 387,268)
($ 1,531,497)
($
Total

(20) Other income

Other income
Rental revenue
Interest income
Dividend income
Other income
Years ended December31,
2014
634,368
$ 328,633
39,958
1,731,993
2,734,952
$
2013
823,063
$ 293,741
58,897
1,452,167
2,627,868
$

(21) Other gains and losses

Other gains and losses
Years ended December31,
2014 2013
Net loss on financial assets and liabilities at fair
value through profit or loss ($ 976,857) ($ 1,060,390)
Net currency exchange gain 1,242,754 2,488,707
Gain on disposal of investments 794,041 1,977,799
Loss on disposal of property, plant and equipment ( 179,758) ( 138,658)
Impairment loss ( 351,066) ( 921,828)
Litigation loss and others ( 5,659,589) ( 9,512,404)
($ 5,130,475) ($ 7,166,774)

~50~

(22) Finance costs

Finance costs
Years ended December31,
2014 2013
Interest expense:
Bank borrowings $ 3,579,026 $ 5,026,870
Bonds - 5,662
Others 7,555 19,428
(Gain) loss on fair value change of financial
instruments:
(Gain) loss on cash flow hedges, reclassified
from equity ( 277,234) 82,687
Fair value hedges - ( 31,642)
Financing charges incurred on accounts
receivable factoring - 225
$ 3,309,347 $ 5,103,230
Expenses by nature
Years ended December31,
2014 2013
Employee benefit expense $ 46,106,336 $ 38,023,935
Depreciation 59,387,107 75,549,643
Amortization 1,512,449 2,301,795
$ 107,005,892 $ 115,875,373
Employee benefit expense
Years ended December31,
2014 2013
Salaries and other-term employee benefits $ 43,517,392 $ 35,697,937
Share-based payments 578,227 556,874
Termination benefits 2,010,717 1,769,124
$ 46,106,336 $ 38,023,935

(23) Expenses by nature

(24) Employee benefit expense

~51~

(25) Income tax

A.Income tax expense

(a)Components of income tax expense:

come tax
.Income tax expense
(a)Components of income tax expense:
Years ended December31,
2014 2013
Current tax:
Current tax on profit for the period $ 791,019 $ 1,082,714
Adjustments in respect of prior years 104,819 ( 76,992)
Total current tax 895,838 1,005,722
Deferred tax:
Origination and reversal of temporary
differences ( 38,406) 457,388
Income tax expense $ 857,432 $ 548,334
(b)The income tax (charge)/credit relating to components of other comprehensive income is as
follows:
Years ended December31,
2014 2013
Fair value gains/losses on available-for-sale
financial assets $ 8,453 ($ 49,140)
Cash flow hedges ( 47,338) 24,916
Actuarial gains/losses on defined benefit
obligations ( 9,484) ( 2,018)
($ 48,369) ($ 26,242)
Reconciliation between income tax expense and accounting profit
Years ended December31,
2014 2013
Tax calculated based on profit before tax and
statutory tax rate $ 4,535,027 $ 1,868,960
Effects from items disallowed by tax regulation ( 533,680) 152,713
Under (over) provision of prior year's income tax 104,819 ( 76,992)
Additional 10% tax on undistributed earnings 334,872 -
Effect from Alternative Minimum Tax 74,672 118,725
Change in assessment of realization of deferred tax
assets ( 3,658,278) ( 1,515,072)
Tax expense $ 857,432 $ 548,334

B.Reconciliation between income tax expense and accounting profit

~52~

C.Amounts of deferred tax assets or liabilities as a result of temporary differences, loss carryforward and investment tax credits were as follows:

Year Year ended December31,2014 ended December31,2014 ended December31,2014
Recognised
in other
Recognised in comprehensive
January1 profit or loss income December31
Temporary differences:
-Deferred tax assets:
Sales returns and discount $ 288,013 ($ 121,640) $ - $ 166,373
provisions
Accrued royalties and
warranty provisions 364,411 ( 36,493) - 327,918
Unrealised gain (loss) on
financial instruments 448,380 260,035 ( 8,453) 699,962
Depreciation expense 97,965 ( 57,171) - 40,794
Unrealised exchange loss - 200,697 - 200,697
Net operating loss
carryforward 16,702,351 ( 708,777) - 15,993,574
Others 222,749 116,965 9,484 349,198
$ 18,123,869 ($ 346,384) $ 1,031 $ 17,778,516
-Deferred tax liabilities:
Unrealised exchange gain ($ 51,357) $ 51,357 $ - $ -
Unrealised gain on cash
flow hedges ( 97,943) - 47,338 ( 50,605)
Amortisation charges on
goodwill ( 726,842) 332,155 - ( 394,687)
Others ( 33,566) 1,278 - ( 32,288)
($ 909,708) $ 384,790 $ 47,338 ($ 477,580)
Total $ 17,214,161 $ 38,406 $ 48,369 $ 17,300,936

~53~

Year ended December 31, 2013

Recognised
in other
Recognised in comprehensive
January1 profit or loss income December31
Temporary differences:
-Deferred tax assets:
Sales returns and discount
provisions $ 98,369 $ 189,644 $ - $ 288,013
Accrued royalties and
warranty provisions 169,057 195,354 - 364,411
Unrealised gain (loss) on
financial instruments 482,738 ( 83,498) 49,140 448,380
Depreciation expense 5,256 ( 3,006) - 2,250
Prior year’s expense
carryforward 243,826 ( 145,861) - 97,965
Net operating loss
carryforward 16,500,416 201,935 - 16,702,351
Others 319,435 ( 100,954) 2,018 220,499
$ 17,819,097 $ 253,614 $ 51,158 $ 18,123,869
-Deferred tax liabilities:
Unrealised exchange gain ($ 455,343) $ 403,986 $ - ($ 51,357)
Unrealised gain on cash
flow hedges ( 73,027) - ( 24,916) ( 97,943)
Amortisation charges on
goodwill ( 533,081) ( 193,761) - ( 726,842)
Others ( 27,115) ( 6,451) - ( 33,566)
($ 1,088,566) $ 203,774 ($ 24,916) ($ 909,708)
Total $ 16,730,531 $ 457,388 $ 26,242 $ 17,214,161

D.Details of investment tax credits and unrecognised deferred tax assets are as follows:

December 31, 2013

Qualifyingitems
Machinery and equipment
Unused tax credits
409,544
$
Unrecognised
deferred tax assets
409,544
$
Final year tax
credits are due
2014

~54~

  • E.Expiration dates of unused net operating loss carryfoward and amounts of unrecognised deferred tax assets were as follows:

December 31, 2014

December31,2014
Year incurred
2010
2011
2012
Amount filed /
assessed
Assessed
Assessed
Filed
Unused amount
14,641,521
$ 63,808,943
43,505,968
121,956,432
$ December31,2013
Unrecognised
deferred
tax assets
3,414,183
$ 14,879,288
10,055,723
28,349,194
$
Usable
untilyear
2015~2020
2021
2022
Year incurred
2009
2010
2011
2012
Amount filed /
assessed
Assessed
Assessed
Filed
Filed
Unused amount
44,982,156
$ 22,184,259
63,324,406
43,601,064
174,091,885
$
Unrecognised
deferred
tax assets
37,405,250
$ 9,273,300
17,700,435
12,053,847
76,432,832
$
Usable
untilyear
2014
2015~2020
2021
2022
  • F.The amounts of deductible temporary differences that are not recognised as deferred tax assets were as follows:

Deductible temporary differences

December31,2014
31,105,662
$
December31,2013
81,415,741
$
  • G.The Company has not recognised taxable temporary differences associated with investment in subsidiaries as deferred tax liabilities. As of December 31, 2014 and 2013, the amounts of temporary differences unrecognised as deferred tax liabilities were $20,486,590 and $12,677,405, respectively.

  • H.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.

  • I.The Company’s income tax returns through 2011 have been assessed and approved by the Tax Authority.

  • J.Unappropriated retained earnings recorded by the Company pertain to retained earnings after 1998.

~55~

K.The details of imputation system are as follows:

(26) Earnings per share
As employee stock options had anti-dilutive effect for the years ended December 31, 2014 and
2013, they were not included in the calculation of diluted earnings per share.
December31,2014
December31,2013
(a)Balance of tax credit account
738,931
$ 1,082,780
$ 2014(Estimate)
2013 (Actual)
(b)Estimated creditable tax rate
2.96%
20.48%
2014
2013
Basic earnings per share
Profit attributable to ordinary shareholders of the
parent
21,676,759
$ 5,102,568
$ Weighted average number of ordinary shares
outstanding (shares in thousands)
9,377,302
8,967,080
Basic earnings per share (in dollar)
2.31
$ 0.57
$ Diluted earnings per share
Profit attributable to ordinary shareholders of the
parent
21,676,759
$ 5,102,568
$ Weighted average number of ordinary shares
outstanding (shares in thousands)
9,377,302
8,967,080
Assumed conversion of all dilutive potential
ordinary shares:
-Employees’ bonus
106,514
15,173
-Restricted stocks
41,875
27,609
9,525,691
9,009,862
Diluted earnings per share (in dollar)
2.28
$ 0.57
$ Years ended December31,
December31,2013
1,082,780
$ 2013 (Actual)

(27) Non-cash transaction

A.Investing activities with partial cash payments:

on-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,
2014
19,832,267
$ 3,383,261
2,688,976)
(
(
20,526,552
$
2013
18,102,828
$ 3,650,776
3,383,261)

18,370,343
$

~56~

B.Investing activities with partial cash receipts:

Investing activities with partial cash receipts:
Disposal of property, plant and equipment
Add: opening balance of receivable on
equipment
Less: ending balance of receivable on
equipment
Cash received during the year
2014
2013
1,839,001
$ 3,390,107
$ 2,414,208
-
-
2,414,208)
(
4,253,209
$ 975,899
$ Years ended December31,
2014
1,839,001
$ 2,414,208
-

4,253,209
$

7. RELATED PARTY TRANSACTIONS

(1) Significant related party transactions A.Operating revenue

ATED PARTY TRANSACTIONS
gnificant related party transactions
.Operating revenue
Sales of goods:
Others
Associates
Years ended December31,
2014
14,450,540
$ 33,263
14,483,803
$
2013
5,814,715
$ 13,940
5,828,655
$

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
Others
Associates
Purchases of goods:
Years ended December31,
2014
13,019,919
$ 11,275,187
24,295,106
$
2013
7,813,860
$ 17,054,293
24,868,153
$

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.

~57~

C.Consigned processing

(a)Consigned processing

Consigned processing
(a)Consigned processing
Years ended December 31,
2014 2013
Processing costs:
Others
$
124,425 $ 163,027
Associates - 8,412
$ 124,425 $ 171,439
(b)Balance of consigned processing at the end of year (shown as “Other payables”)
December 31,2014 December 31, 2013
Payables to related parties:
Others
$
2,505,250 $ 2,576,372

The Group subcontracted the processing of products of associates in Mainland China. The processing fees were mainly charged based on cost plus method.

D.Accounts receivable

Accounts receivable
Receivables from related parties:
Others
Associates
December31,2014
6,084,501
$ 27,899
6,112,400
$
December31,2013
2,047,883
$ 2,102
2,049,985
$

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.Accounts payable

Accounts payable
Payables to related parties:
Others
Associates
December31,2014
5,225,129
$ 27,817
5,252,946
$
December31,2013
4,522,389
$ 4,233,854
8,756,243
$

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.

~58~

F.Property transactions

Purchase of property

(a)Acquisition of property, plant and equipment:

perty transactions
rchase of property
Acquisition of property, plant and equipment:
Years ended December 31,
2014 2013
Associates $ 639,044 $ 1,277,032
Others 21,407 67,197
$ 660,451 $ 1,344,229
Period-end balances arising from purchases of property (shown as “Other payables”):
December 31,2014 December 31,2013
Associates $ 229 $ 32,374
Others 748 10,887
$ 977 $ 43,261
  • (b)Period-end balances arising from purchases of property (shown as “Other payables”):

Sale of property

  • (a)Proceeds from sale of property and gain (loss) on disposal:
Years ended December31,
2014 2013
Disposal Gain (loss) on
Disposal
Gain (loss) on
proceeds disposal
proceeds
disposal
Others $ 46,157 $ 2,807
91,960
$ $
12,418
Period-end balances arising from sale of property (shown as “Other receivables”):
December31,2014 December31,2013
Others 46,382
$
$ 82,280
  • (b)Period-end balances arising from sale of property (shown as “Other receivables”):

(2) Key management compensation

Years ended December 31,

Salaries and other short-term employee benefits
Share-based payments
Post-employment benefits
2014
73,982
$ 18,638
216
92,836
$
2013
46,386
$ 27,582
334
74,302
$

~59~

8. PLEDGED ASSETS

The Group’s assets pledged as collateral are as follows:

Pledged asset
Other financial assets-
current
Time deposits
Time deposits
Demand deposits
Property, plant and
equipment
Other financial assets-
non-current
Refundable deposits
Time deposits
Book December31,2013
Purpose
5,603
$ Tariff guarantee, letter of credit and
short-term borrowings
-
Land lease
2,538,964
Syndicated bank loans
211,132,039
Long-term loans and performance
guarantee for lease payable
12,327,000
Guarantee to European
Commission for litigation
722
Guarantee for contract
226,004,328
$ value
Purpose
December31,2014
253
$ -
2,284,617
163,632,314
11,079,360
80,722
177,077,266
$

9. 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 under the Anti-Trust competition by the United States (the “U.S.”) Department of Justice. Moreover, authorities of some U.S state governments, the European Union’s, Brazil’s and Korea’s governments are starting to investigate this case. In addition, certain downstream customers and consumers in the TFT-LCD industry of the U.S. and Canada are now bringing up class-actions or individual civil lawsuits against the TFT-LCD companies; in certain lawsuits, CMO and Chi Mei Optoelectronics USA Inc. were listed as defendants. Details for investigations on significant cases related to the Anti-Trust Act are as follows:

  • (a)Regarding the above lawsuits, the Company had reached an agreement with the United States Department of Justice in December 2009, agreeing to pay penalties of US$220 million in installment over five years. As of December 31, 2014, the unpaid penalties amounted to US$35 million.

    • The Company had reached settlement agreements with the plaintiffs on individual civil lawsuits in the U.S. since 2012 and recognized related losses.

    • The Company reached an out-of-court settlement with twelve State Governments, agreeing to pay the plaintiffs as civil statutory damages since November 2011.

~60~

  • (b)In December 2010, the Company received a notice from the European Commission, requesting the Company to pay a penalty of EUR 300 million to the account as specified by the European Commission within three months upon receipt of the notice. The Company appealed this case with the Court of Justice of the European Union in February 2011 and deposited EUR 300 million to the above account on March 14, 2011. The principal and interest accrued in this account will be refunded to the Company depending on the final outcome of this case. The Court of Justice of the European Union has rendered that partial of the Company’s appeal was reasonable and lowered the penalty from EUR 300 million to EUR 288 million. The Company has decided to appeal against partial judgement within the prescribed time.

  • (c)Except for the Anti-Trust litigations the ultimate outcome of which cannot be reliably estimated, the Company has recognised actual or estimated losses or liabilities in “other payables” and “other non-current liabilities”.

  • B.Eidos Displays, LLC and Eidos III, LLC (“Eidos”) filed a lawsuit against the Company and its subsidiaries in the US 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 and the Company remained positive on its defense. The United States Court of Appeals for the Federal Circuit has held a hearing in November 2014 but has not ruled any judgment. The Company is currently assessing the status of the litigation. 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:
B.Operating lease commitments
Property, plant and equipment
December31,2014
15,338,375
$
December31,2013
13,229,191
$

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:

Not later than one year
Later than one year but not later than five years
Later than five years
December31,2014
571,800
$ 2,152,538
1,541,309
4,265,647
$
December31,2013
572,237
$ 2,132,349
1,961,865
4,666,451
$

~61~

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

December 31, 2014 December 31, 2013 $ 693,635 $ 390,027

10. SIGNIFICANT DISASTER LOSS

None.

11. SIGNIFICANT EVENTS AFTER THE BALANCE SHEET DATE

  • (1) Details of cancellation of issuance of global depository receipts (the “GDR”) as approved by the Financial Supervisory Commission (FSC) on January 30, 2015 are provided in Note 6(16) C.

  • (2) Details of the proposal of syndicated credit line contract with financial institution creditors that was approved by the Board of Directors on February 10, 2015 are provided in Note 6(12) F.

12. OTHERS

  • (1) Capital risk management

The Group’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.

(2) Financial instruments

  • A.Fair value information of financial instruments

  • Except those listed in the table below, 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, short-term notes payable, accounts payable and other payables) are approximate to their fair values. The fair value information of financial instruments measured at fair value is provided in Note 12(3).

Financial assets:
Other financial assets
- non-current
Financial liabilities:
December Fairvalue
11,103,454
$ 31,2014
December 31,2013
Bookvalue
11,160,082
$
Bookvalue
12,327,722
$
Fairvalue
12,265,170
$

Long-term borrowings (including current portion) $108,456,086 $108,456,086 $169,097,708 $169,097,708

  • B.Financial risk management policies

  • (a)The Group’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 Group’s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Group’s financial position and financial performance. The Group uses derivative financial instruments to hedge certain risk exposures (see Notes 6(2), (4)).

~62~

  • (b)Risk management is carried out by each treasury department (of all group companies) under policies approved by the board of directors. Group treasury identifies, evaluates and hedges financial risks in close cooperation with the Group’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

  • 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 their treasury departments. To manage their foreign exchange risk arising from future commercial transactions and recognized assets and liabilities, entities in the Group 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 $304,219 or a decrease of $439,379 for the years ended December 31, 2014 and 2013, 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:

~63~

Foreign
Currency
Amount
Exchange
Book Value
(In Thousands)
Rate
(NTD)
7,672,372
$ 31.65
242,830,574
$ 6,197,615
0.26
1,611,380
363,657
38.47
13,989,885
2,217,538
$ 31.65
70,185,078
$ 322,534
4.08
1,315,939
5,383,824
0.26
1,399,794
3,834
38.47
147,494
6,531,987
$ 31.65
206,737,389
$ 38,466,012
0.26
10,001,163
292,992
38.47
11,271,402
December 31,2014
December 31,2013 December 31,2013
Foreign
Currency
Amount
Exchange
(In Thousands)
Rate
7,672,372
$ 31.65
6,197,615
0.26
363,657
38.47
2,217,538
$ 31.65
322,534
4.08
5,383,824
0.26
3,834
38.47
6,531,987
$ 31.65
38,466,012
0.26
292,992
38.47
Foreign
Currency
Exchange
Amount
rate
(In Thousands)
(Note)
4,077,314
$ 29.81
761,223
0.28
405,043
41.09
2,108,219
$ 29.81
266,670
3.84
4,813,897
0.28
3,651
41.09
5,531,327
$ 29.81
36,451,156
0.28
176,291
41.09
Book Value
(NTD)
Financial assets
Monetary items
USD
JPY
EUR
Non-monetary
items
USD
HKD
JPY
EUR
Financial liabilities
Monetary items
USD
JPY
EUR
121,544,730
$ 213,142
16,643,217
62,846,008
$ 1,024,013
1,347,891
150,020
164,888,858
$ 10,206,324
7,243,797
  • Note: Exchange rate represents the amount of NT dollars for which one foreign currency could be exchanged.

Price risk

  • a) The Group is exposed to equity securities price risk because of investments held by the Group that are classified on the consolidated 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 Group diversifies its portfolio in accordance with the policy set by the Group.

  • 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, 2014 and 2013 would have increased/decreased by $121,031 and $142,521, 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 $1,027,423 and $746,506, respectively, as a result of gains/losses on equity securities classified as available-for-sale.

~64~

Interest rate risk

  • 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, 2014 and 2013, the Group’s borrowings at variable rate were denominated in the NTD, USD and RMB.

  • 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 Group 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 0.1% shift would be a maximum increase of $271,243 or decrease of $423,213 for the years ended December 31, 2014 and 2013, 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 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’s credit policy, each local entity in the Group 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

~65~

  - 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) Group treasury monitors rolling forecasts of the Group’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(12)) 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 Group’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 Group treasury. Group treasury invests surplus cash in interest bearing saving 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:

December31,2014
Short-term
borrowings
Accounts payable
Other payables
Long-term
borrowings
(including current
portion)
Other financial
liabilities
Less than
1year
22,526,999
$ 80,207,385
23,912,180
66,192,903
36,821
Between 1
and3 years
-
$ -
-
42,304,435
10,938,112
Between 3
and5 years
-
$ -
-
-
663
Over 5
years
-
$ -
-
-
6,344
Total
22,526,999
$ 80,207,385
23,912,180
108,497,338
10,981,940

~66~

Less than
Between 1
December31,2013
1year
and3 years
Short-term
borrowings
31,179,767
$ -
$ Accounts payable
74,191,829
-
Other payables
20,715,595
-
Long-term
borrowings
(including current
portion)
169,097,708
-
Other financial
liabilities
114,516
8,220,937
Derivative financial liabilities:
December31,2014
Less than 1year
Forward exchange contracts
$ 605,016
Interest rate swap contracts
1,351
December31,2013
Less than 1year
Forward exchange contracts
$ 689,097
Interest rate swap contracts
-
Less than
Between 1
December31,2013
1year
and3 years
Short-term
borrowings
31,179,767
$ -
$ Accounts payable
74,191,829
-
Other payables
20,715,595
-
Long-term
borrowings
(including current
portion)
169,097,708
-
Other financial
liabilities
114,516
8,220,937
Derivative financial liabilities:
December31,2014
Less than 1year
Forward exchange contracts
$ 605,016
Interest rate swap contracts
1,351
December31,2013
Less than 1year
Forward exchange contracts
$ 689,097
Interest rate swap contracts
-
Between 3
Over 5
and5 years
years
-
$ -
$ -
-
-
-
-
-
29,493
25,582
Between 1
and3 years
$ -
$ -
Between 1
and3 years
$ -
$ 21,918
Between 3
Over 5
and5 years
years
-
$ -
$ -
-
-
-
-
-
29,493
25,582
Between 1
and3 years
$ -
$ -
Between 1
and3 years
$ -
$ 21,918
Total
31,179,767
$ 74,191,829
20,715,595
169,097,708
8,390,528
Total
$ 605,016
1,351
Less than 1year
$ 605,016
1,351
Total
$ 689,097
-
$ 689,097
21,918

(3) Fair value estimation

  • A.The table below analyses financial instruments measured at fair value, by valuation method. The different levels have been defined as follows:

  • Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.

  • Level 2: Inputs other than quoted prices included within level 1 that are observable for the asset

    • or liability, either directly (that is, as prices) or indirectly (that is, derived from prices).

Level 3: Inputs for the asset or liability that are not based on observable market data. The following table presents the Group’s financial assets and liabilities that are measured at fair value at December 31, 2014 and 2013:

~67~

December31,2014
Financial assets:
Financial assets at fair value
through profit or loss
Equity securities
Forward exchange contracts
Available-for-sale financial
assets
Equity securities
Debt securities
Financial liabilities:
Financial liabilities at fair value
through profit or loss
Forward exchange contracts
Cross currency swap
contracts
Derivative financial liabilities
for hedging
Interest rate swap contracts
December31,2013
Financial assets:
Financial assets at fair value
through profit or loss
Equity securities
Forward exchange contracts
Available-for-sale financial
assets
Equity securities
Debt securities
Financial liabilities:
Financial liabilities at fair value
through profit or loss
Forward exchange contracts
Derivative financial liabilities
for hedging
Interest rate swap contracts
Level 1
605,155
$ -
3,296,020
220,000
4,121,175
$ -
$ -
-
-
$ Level 1
712,603
$ -
2,028,601
220,000
2,961,204
$ -
$ -
-
$
Level 2
-
$ 52,453
-
-
52,453
$ 605,016
$ -
1,351
606,367
$ Level 2
-
$ 227,703
-
-
227,703
$ 689,097
$ 21,918
711,015
$
Level3
-
$ -
1,841,097
-
1,841,097
$ -
$ -
-
-
$ Level3
-
$ -
1,703,929
-
1,703,929
$ -
$ -
-
$
Total
605,155
$ 52,453
5,137,117
220,000
6,014,725
$
605,016
$ -
1,351
606,367
$
Total
712,603
$ 227,703
3,732,530
220,000
4,892,836
$
689,097
$ 21,918
711,015
$

B.The fair value of financial instruments traded in active markets is based on quoted market prices at the balance sheet date. A market is regarded as active if quoted prices are readily and

~68~

regularly available from an exchange, dealer, broker, industry group, pricing service, or regulatory agency, and those prices represent actual and regularly occurring market transactions on an arm’s length basis. The quoted market price used for financial assets held by the Group is the closing price. These instruments are included in level 1. Instruments included in level 1 comprise primarily equity instruments and debt instruments classified as financial assets/financial liabilities at fair value through profit or loss or available-for-sale financial assets.

  • C.The fair value of financial instruments that are not traded in an active market (for example, over-the-counter derivatives) is determined by using valuation techniques. These valuation techniques maximize the use of observable market data where it is available and rely as little as possible on entity specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

  • D.If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.

  • E.Specific valuation techniques used to value financial instruments include:

  • (a)Quoted market prices or dealer quotes for similar instruments.

  • (b)The fair value of interest rate swaps is calculated as the present value of the estimated future cash flows based on observable yield curves.

  • (c)The fair value of forward foreign exchange contracts is determined using forward exchange rates at the balance sheet date, with the resulting value discounted back to present value.

  • (d)Other techniques, such as discounted cash flow analysis, are used to determine fair value for the remaining financial instruments.

  • F.All of the resulting fair value estimates are included in level 2 except for certain forward foreign exchange contracts where forward exchange rates are not observable directly in the market.

  • G.The following table presents the changes in level 3 instruments as at December 31, 2014 and 2013:

2013:
Equitysecurities
2014 2013
At January 1 $ 1,703,929 $ 610,017
Acquired in the period 162,730 -
Gains and losses recognized in profit or loss 10,701 420,922
Gains and losses recognized in other comprehensive income 196,382 1,350,330
Disposed in the period ( 232,645) ( 126,563)
Transfers out from level 3 - ( 550,777)
At December 31 $ 1,841,097 $ 1,703,929

(4) Turnaround plan

The Group’s current liabilities exceeded its current assets by $9,754,686 as of December 31, 2014. The Group’s management adopted the following measures to improve its operations and financial

~69~

position:

  • A.Negotiation with the creditor banks as to the debt issue

  • On April 5, 2012, the Company signed an “Agreed-upon Repayment Agreement” with creditor banks. Under the agreement, creditor banks agreed to extend the due dates for the repayment of the Company’s short, medium and long-term loans and to renew the Company’s credit lines to safeguard creditors’ rights and ensure the Company’s continuing operations. More information is described in Note 6(12)C.

  • In order to repay the unpaid balance of the medium and long-term syndicated loans from the above “Agreed-upon Repayment Agreement”, on February 10, 2015, the Board of Directors has approved the proposal of syndicated credit line of NTD$68.5 billion with financial institutions.

  • B.Capital increase by cash

  • According to the “Agreed-upon Repayment Agreement” (the Agreement) stated in Note 6(12)C, the Company shall increase its capital in certain amount of cash within three years starting from 2012. From 2012 to 2014, the Company has completed some cash capital increase required by the Agreement. For more information, please refer to Notes 6(16)B and D.

  • As the Company has received bank’s approval for extending capital increase, based on shareholders’ interest, the issuance of the GDR was cancelled in accordance with the Financial Supervisory Commission (FSC)’s approval. Details are provided in Note 6(16) C.

  • C.Improvements in operations

  • The Company continuously adjusts its product lines according to the market demands to increase operating revenue and gross profit. The Company also tries to strictly control various expenses and expenditures to effectively enhance operational performance to create cash inflows from operating activities.

  • D.Capital expenditure control program

  • Future capital expenditures will focus on the upgrading technology, improving efficiency and expanding production capacity. Capital expenditure budgets and amounts will be controlled strictly to maximize the benefits of capital expenditures.

~70~

13. ADDITIONAL DISCLOSURES REQUIRED BY THE SECURITIES AND FUTURES BUREAU

(1) Related information of significant transactions

A.Loans granted during the year ended December 31, 2014:

No. Creditor Borrower General
ledger
account
Is a
related
party
Maximum
outstanding
balance during
the year
ended
December 31,
2014
Balance at
December
31,2014
Actual
amount
drawn
down
Interest
rate
Nature
of loan
Amount
of
transactions
with the
borrower
Reason
for short-
term
financing
Allowance
for
doubtful
accounts
Collateral Limit on loans
granted to
a single party
Ceiling on
total loans
granted
Note
Item
Value
1
2
2
2
2
3
4
5
6
Innolux
Optoelectronics
Europe B.V.
Ningbo Innolux
Optoelectronics
Ltd.
Ningbo Innolux
Optoelectronics
Ltd.
Ningbo Innolux
Optoelectronics
Ltd.
Ningbo Innolux
Optoelectronics
Ltd.
Innocom
Technology
(Shenzhen) Co.,
Ltd.
Innolux
Technology
USA Inc.
Innolux
Technology
Europe B.V.
Bright
Information
Holding Limited
Chi Mei
Optoelectronics
Germany GmbH
Ningbo Innolux
Technology Ltd.
Ningbo Innolux
Technology Ltd.
Ningbo Innolux
Display Ltd.
Ningbo Innolux
Display Ltd.
Foshan Innolux
Optoelectronics
Ltd.
Innolux Displays
Hong Kong Ltd.
Innolux Displays
Hong Kong Ltd.
Kunpal
Optoelectronics
Ltd.
Other
receivables
Other
receivables
Other
receivables
Other
receivables
Other
receivables
Other
receivables
Receivables
from related
parties
Receivables
from related
parties
Other
receivables
Related
parties
Related
parties
Related
parties
Related
parties
Related
parties
Related
parties
Related
parties
Related
parties
Related
parties
30,776
$ 822,900
3,339,075
949,500
949,500
3,620,680
189,900
1,491,707
63,300
30,776
$ -
3,165,000
949,500
949,500
3,620,680
189,900
1,491,707
-
-
$ -
3,165,000
949,500
949,500
3,563,266
189,900
1,461,161
-
-
-
2.7641%
~2.7807%
2.7626%
2.6506%
5.400%
0.16%
~0.56%
0.007%
~0.269%
-
Short-term
financing
Short-term
financing
Short-term
financing
Short-term
financing
Short-term
financing
Short-term
financing
Short-term
financing
Short-term
financing
Short-term
financing
-
$ -
-
-
-
-
-
-
-
Operating
support
Operating
support
Operating
support
Operating
support
Operating
support
Operating
support
Operating
support
Operating
support
Operating
support
-
$ -
-
-
-
-
-
-
-
-
-
$ -
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
227,690,063
$ 227,690,063
227,690,063
227,690,063
227,690,063
227,690,063
227,690,063
227,690,063
105,729
227,690,063
$ A
227,690,063
A
227,690,063
A
227,690,063
A
227,690,063
A
227,690,063
A
227,690,063
A
227,690,063
A
105,729
B

~71~

No. Creditor Borrower General
ledger
account
Is a
related
party
Maximum
outstanding
balance during
the year
ended
December 31,
2014
Balance at
December
31,2014
Actual
amount
drawn
down
Interest
rate
Nature
of loan
Amount
of
transactions
with the
borrower
Reason
for short-
term
financing
Allowance
for
doubtful
accounts
Collateral Limit on loans
granted to
a single party
Ceiling on
total loans
granted
Note
Item
Value
7
8
9
10
11
Innolux
Technology
Germany GmbH
Innolux Hong
Kong Ltd.
Innolux
Technology
Japan Co., Ltd.
Innolux
Optoelectronics
Japan Co., Ltd.
Foshan Innolux
Optoelectronics
Ltd.
Innolux Hong
Kong Ltd.
Shanghai Innolux
Optoelectronics
Ltd.
Leadtek Global
Group Limited
Innolux
Corporation
Nanhai Chi Mei
Optoelectronics
Ltd.
Receivables
from related
parties
Receivables
from related
parties
Other
receivables
Other
receivables
Other
receivables
Related
parties
Related
parties
Related
parties
Related
parties
Related
parties
24,927
$ 499,941
1,375,920
396,900
2,532,000
-
$ -
1,375,920
396,900
-
-
$ -
1,375,920
396,900
-
-
-
1.475%
1.380%
-
Short-term
financing
Short-term
financing
Short-term
financing
Business
association
Business
association
-
$ -
-
2,256,506
-
Operating
support
Operating
support
Operating
support
-
-
-
$ -
-
-
-
-
-
$ -
-
-
-
-
-
-
-
227,690,063
$ 227,690,063
227,690,063
569,824
227,690,063
227,690,063
$ A
227,690,063
A
227,690,063
A
569,824
C
227,690,063
A,D
  • 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.

  • Note B: The subsidiary - Bright Information Holding Limited

  • 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 30% of the company’s net equity.

  • 3.For the short-term capital needs of direct or indirect wholly-owned subsidiaries, the above two limitations are not required. However, the financial limit on loans granted shall not exceed 100% of the company’s net equity.

~72~

Note C: Innolux Optoelectronics Japan Co., Ltd.

  • 1.For the company’s short-term capital needs, 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 parent company.

  • 2.The financial limit on loans granted shall not exceed 30% of the company’s net equity, based on the most recent audited financial statements of the parent company; with intercompany transaction, the company’s financial limit on loans granted shall not exceed 40% of the company’s equity.

  • 3.The amount of loans provided by the company and intercompany shall not exceed 40% of the company’s equity.

Note D: Foshan Innolux Optoelectronics Ltd. entered into a merger agreement with Nanhai Chi Mei Optoelectronics Ltd. on January 1, 2014 and Foshan Innolux Optoelectronics Ltd. is the surviving company B.Endorsements and guarantees provided during the year ended December 31, 2014:

Number Endorsement
/guarantee
provider
Guaranteed party Guaranteed party Limit on
endorsement/
guarantee
amount provided
to each
counterparty
Maximum
balance for
the year
Ending balance Actual amount
drawndown
Amount of
endorsement/
guarantee
collateralized
by properties
Ratio of
accumulated
endorsement/
guarantee to net
equity per latest
financial
statements
Maximum
endorsement/
guarantee amounts
allowable
Provision of
endorsement/
guarantees
by parent
company to
subsidiary
Provision of
endorsement/
guarantees
by subsidiary
to parent
company
Provision of
endorsements
/guarantees to
the party in
Mainland
China
Note
Name Nature of
relationship
0 Innolux
Corporation
Leadtek
Global
Group
Limited
An indirect
wholly-
owned
subsidiary
$113,845,032 $16,901,100 $16,901,100 $10,140,660 $ - 7.42% $113,845,032 Y N N A,B

Note A: Limits on endorsement/guarantee amount provided to each counterparty did not exceed 0.5% of the Company’s net equity based on the most recent audited financial statements of the Company. Maximum endorsement/guarantee amounts allowable should not exceed 1% of the Company’s net equity based on the most recent audited financial statements of the Company. For subsidiaries with over 90% of shares directly or indirectly owned by the Company, the endorsement / guarantee amount provided by the Company shall not exceed 10% of the Company’s net equity. The limitation is not required for direct or indirect wholly-owned subsidiaries of the Company.

Note B: Accumulated endorsement/guarantee amount provided by the Company shall not exceed 50% of the Company’s net equity.

~73~

C.Holding of marketable securities at the end of the year (not including subsidiaries, associates and joint ventures):

Securitiesheld by Relationship
Kind andname of marketable securities
with the Company
Commonstock
AvanStrate Inc.
None
TPV Technology Ltd.
None
Chi Lin Optoelectronics Co., Ltd.
None
Epistar Corp.
None
Chi Mei Materials Technology
Corporation
None
Bond
Unsecured subordinated bonds of Cathay
Financial Holdings
None
Commonstock
Trillion Science, Inc.
None
China Electric Mfg. Corp.
None
Tera Xtal Technology Corporation
None
Advanced Optoelectronic Technology, Inc.
None
J TOUCH Corporation
None
Fitipower Integrated Technology Inc.
None
G-TECH Optoelectronics Corporation
None
General ledgeraccount December31,2014 December31,2014 Note
Numberofshares Bookvalue Percentage Fairvalue
Innolux Corporation
Innolux Corporation
Innolux Corporation
Innolux Corporation
Innolux Corporation
Innolux Corporation
Yuan Chi Investment Co., Ltd.
Yuan Chi Investment Co., Ltd.
Yuan Chi Investment Co., Ltd.
InnoJoy Investment Corporation
InnoJoy Investment Corporation
InnoJoy Investment Corporation
InnoJoy Investment Corporation
Available-for-sale financial
assets - non-current
Available-for-sale financial
assets - non-current
Available-for-sale financial
assets - non-current
Available-for-sale financial
assets - non-current
Available-for-sale financial
assets - non-current
Available-for-sale financial
assets - non-current
Available-for-sale financial
assets - non-current
Available-for-sale financial
assets - non-current
Available-for-sale financial
assets - non-current
Financial asset at fair value
through profit or loss
Available-for-sale financial
assets - non-current
Available-for-sale financial
assets - non-current
Available-for-sale financial
assets - non-current
900,000
150,500,000
48,283,725
89,072
45,068,305
-
1,439,180
13,000,000
4,900,000
11,165,222
1,080,749
10,000,000
6,311,734
$ 80,302
1,031,587
483,194
5,603
1,500,775
220,000
2,252
140,400
56,693
605,155
19,507
343,350
184,934
1
6
19
-
9
-
2
3
3
8
1
8
2
$ 80,302
1,031,587
483,194
5,603
1,500,775
220,000
2,252
140,400
56,693
605,155
19,507
343,350
184,934

~74~

Relationship
Securitiesheld by
Kind andname of marketable securities
with the Company
InnoJoy Investment Corporation
Entire Technology Co., Ltd.
None
Warriors Technology Investments
Ltd.
OED Holding Ltd.
None
Warriors Technology Investments
Ltd.
General Interface Solution (GIS) Holding
Limited
None
Warriors Technology Investments
Ltd.
Perfect Optronics Limited
None
Nets Trading Ltd.
PilotTech Global Fund
None
General ledgeraccount December31,2014 December31,2014 Note
Numberofshares Bookvalue Percentage Fairvalue
Available-for-sale financial
assets - non-current
Available-for-sale financial
assets - non-current
Available-for-sale financial
assets - non-current
Available-for-sale financial
assets - non-current
Available-for-sale financial
assets - non-current
7,506,326
16,000,000
40,500,000
22,000,000
90
$ 177,900
3,553
900,242
178,621
28,204
5
6
14
2
-
$ 177,900
3,553
900,242
178,621
28,204

~75~

D.Acquisition or sale of the same security with the accumulated cost exceeding $300 million or 20% of the Company’s paid-in capital:

Company name Marketable
securities
type and name
Financial
statement
account
Counterparty Nature of
relationship
Beginning balance Beginning balance Acquisition Acquisition Disposal Disposal Shares/units
Amount
Note
Ending balance
Shares/units
Amount
Note
Ending balance
Shares/units Amount Shares/units Amount Shares/units Amount Carrying
value
Gain (loss)
on disposal
Shares/units
Innolux
Corporation
Toppoly
Optoelectronics
(B.V.I.) Ltd.
Toppoly
Optoelectronics
(Cayman) Ltd.
Innolux
Corporation
Innolux
Corporation
Warriors
Technology
Investments
Ltd.
Toppoly
Optoelectronics
(B.V.I.) Ltd.
Toppoly
Optoelectronics
(Cayman) Ltd.
Nanjing Innolux
Optoelectronics
Ltd.
Chi Mei
Materials
Technology
Corporation
Contrel
Technology Co.,
Ltd.
Perfect
Optronics
Limited
Investments
accounted
for under
the equity
method
Investments
accounted
for under
the equity
method
Investments
accounted
for under
the equity
method
Available-
for-sale
financial
assets - non
current
Available-
for-sale
financial
assets - non
current
Available-
for-sale
financial
assets - non
current
A
A
A
Open market
Open market
Open market
B
C
C
None
None
None
126,847,000
126,817,000
-
80,184,305
17,009,330
-
3,064,699
$ 3,040,776
2,935,314
2,372,660
464,322
-
17,600,000
17,600,000
-
-
-
66,000,000
531,608
$ 531,608
531,608
-
-
77,236
-
-
-
35,116,000)
(
17,009,330)
(
44,000,000)
(
-
$ -
-
1,308,457
314,798
317,743
-
$ -
-
871,885)
(
464,322)
(
51,491)
(

-
$ -
-
436,572
149,524)
(
266,252
144,447,000
144,417,000
-
45,068,305
-
22,000,000
3,596,307
$ 3,572,384
3,466,922
1,500,775
D
-
D
25,745
E

Note A: Cash capital increase implemented by an investee. Note B: A subsidiary of the Company. Note C: An indirect wholly-owned subsidiary.

~76~

Note D: The beginning carrying balance included profits and losses from investments and cash dividends.

Note E: Ending book value excludes gain (loss) on valuation of financial assets.

E.Acquisition of real estate reaching $300 million or 20% of paid-in capital or more for the year ended December 31, 2014: None.

F.Disposal of real estate reaching $300 million or 20% of paid-in capital or more for the year ended December 31, 2014: None.

~77~

G.Purchases or sales of goods from or to related parties reaching $100 million or 20% of paid-in capital or more:

Company Counterparty Relationship with the
Company
Transactions Transactions Difference with general
transactions (NoteA)
Difference with general
transactions (NoteA)
Notes and accounts receivable
(payable)
Notes and accounts receivable
(payable)
Note
Purchases/
sales
Amount Percentage
of purchases/
sales
Terms Unit price Terms Balance Percentage
ofbalance
Innolux
Corporation
Innolux
Corporation
Innolux
Corporation
Innolux
Corporation
Innolux
Corporation
Innolux
Corporation
Innolux
Corporation
Innolux
Corporation
Innolux
Corporation
Innolux
Corporation
Innolux
Corporation
Innolux
Corporation
Shenzhen Fu Tai Hong
Precision Industry Co., Ltd.
Hon Hai Precision Industry
Co., Ltd.
Honfujin Precision Electronics
(Chongqing) Co., Ltd.
Lakers Trading Ltd.
Innolux Optoelectronics Japan
Co., Ltd.
Innolux Technology USA Inc.
Foshan Innolux Optoelectronics
Ltd.
Innolux Optoelectronics USA,
Inc.
Innolux Hong Kong Ltd.
Hongfujin Precision Industry
(Wuhan) Co., Ltd.
FuTaiJing Precision Electronics
(Yantai) Co., Ltd.
Futaijing Precision Electronics
(Beijing) Co., Ltd.
An indirect wholly-owned
subsidiary of Hon Hai
Precision Industry Co., Ltd.
Same major stockholder
An indirect wholly-owned
subsidiary of Hon Hai
Precision Industry Co., Ltd.
An indirect wholly-owned
subsidiary
A subsidiary of the Company
An indirect wholly-owned
subsidiary
An indirect wholly-owned
subsidiary
An indirect wholly-owned
subsidiary
An indirect wholly-owned
subsidiary
An indirect wholly-owned
subsidiary of Hon Hai
Precision Industry Co., Ltd.
An indirect wholly-owned
subsidiary of Hon Hai
Precision Industry Co., Ltd.
An indirect wholly-owned
subsidiary of Hon Hai
Precision Industry Co., Ltd.
Sales
Sales
Sales
Sales
Sales
Sales
Sales
Sales
Sales
Sales
Sales
Sales
$ 5,497,697
3,977,339
3,558,807
2,687,589
1,757,646
1,231,983
850,573
714,609
635,548
391,448
341,756
191,636
1
1
1
1
-
-
-
-
-
-
-
-
60 days
45-60 days
45-90 days
60-90 days
45 days
60 days
90 days
45 days
60 days
45-60 days
60 days
60 days
Similar with
general sales
Similar with
general sales
Similar with
general sales
Similar with
general sales
Single purchases
target, no basis
for comparsion
Similar with
general sales
Similar with
general sales
Similar with
general sales
Similar with
general sales
Similar with
general sales
Similar with
general sales
Similar with
general sales
No significant
difference
No significant
difference
No significant
difference
No significant
difference
No significant
difference
No significant
difference
No significant
difference
No significant
difference
No significant
difference
No significant
difference
No significant
difference
No significant
difference
$ 1,543,053
1,875,465
1,282,691
-
186,694
173,861
1,649
133,856
-
93,428
7,469
179,404
2
3
2
-
-
-
-
-
-
-
-
-

~78~

Company Counterparty Relationship with the
Company
Transactions Transactions Difference with general
transactions (NoteA)
Difference with general
transactions (NoteA)
Notes and accounts receivable
(payable)
Notes and accounts receivable
(payable)
Note
Purchases/
sales
Amount Percentage
of purchases/
sales
Terms Unit price Terms Balance Percentage
ofbalance
Innolux
Corporation
Innolux
Corporation
Innolux
Corporation
Innolux
Corporation
Innolux
Corporation
Innolux
Corporation
Innolux
Corporation
Innolux
Corporation
Innolux
Corporation
Ningbo Innolux
Optoelectronics
Ltd.
Foshan Innolux
Optoelectronics
Ltd.
Nanjing Innolux
Optoelectronics
Ltd.
Ambit Microsystem (Shanghai)
Co., Ltd.
HongFuJin Precision
Electronics (HengYang) Co.,
Ltd.
Chi Mei Materials Technology
Corporation
Hon Hai Precision Industry
Co., Ltd.
Chi Lin Optoelectronics Co.,
Ltd.
Innolux Optoelectronics Japan
Co., Ltd.
Leadtek Global Group Limited
Lakers Trading Ltd.
Innolux Hong Kong Ltd.
Leadtek Global Group Limited
Lakers Trading Ltd.
Innolux Hong Kong Ltd.
An indirect wholly-owned
subsidiary of Hon Hai
Precision Industry Co., Ltd.
An indirect wholly-owned
subsidiary of Hon Hai
Precision Industry Co., Ltd.
An investee company
accounted for under the
equity method
Same major stockholder
The company is a corporate
director of Chi Lin
Optoelectronics Co., Ltd.
A subsidiary of the Company
A subsidiary of the Company
An indirect wholly-owned
subsidiary
An indirect wholly-owned
subsidiary
A subsidiary of the Company
An indirect wholly-owned
subsidiary
An indirect wholly-owned
subsidiary
Sales
Sales
Purchases
Purchases
Purchases
Purchases
Processing
expense
Processing
expense
Processing
expense
Processing
revenue
Processing
revenue
Processing
revenue
$ 133,220
101,020
4,407,106
1,820,509
898,860
296,646
78,866,584
53,598,757
35,408,180
41,971,830
36,601,008
34,677,066
-
-
1
-
-
-
20
14
9
91
48
97
60 days
45 days
90 days after
acceptance
60~90 days
after
acceptance
120 days after
acceptance
30 days after
acceptance
60-90 days
60-90 days
60-90 days
90 days
60 days
90 days
Similar with
general sales
Similar with
general sales
Single purchases
target, no basis
for comparsion
Single purchases
target, no basis
for comparsion
Single purchases
target, no basis
for comparsion
Single purchases
target, no basis
for comparsion
Cost plus
Cost plus
Cost plus
Similar with
general sales
Similar with
general sales
Similar with
general sales
No significant
difference
No significant
difference
No significant
difference
No significant
difference
No significant
difference
No significant
difference
No significant
difference
No significant
difference
No significant
difference
No significant
difference
No significant
difference
No significant
difference
$ 2,036
-
-
(
726,789)
(
609,775)
(
16,826)
(
42,634,612)
(
32,726,649)
(
8,444,162)
19,784,634
22,267,762
7,884,481
-
-
-
1
1
-
36
28
7
92
94
97

~79~

Company Counterparty Relationship with the
Company
Transactions Transactions Difference with general
transactions (NoteA)
Difference with general
transactions (NoteA)
Notes and accounts receivable
(payable)
Notes and accounts receivable
(payable)
Note
Purchases/
sales
Amount Percentage
of purchases/
sales
Terms Unit price Terms Balance Percentage
ofbalance
Ningbo Innolux
Technology Ltd.
Foshan Innolux
Optoelectronics
Ltd.
Shanghai Innolux
Optoelectronics
Ltd.
Ningbo Innolux
Display Ltd.
Innocom
Technology
(Shenzhen) Co.,
Ltd.
Innolux
Technology
Japan Co., Ltd.
Ningbo Innolux
Optoelectronics
Ltd.
Shanghai Innolux
Optoelectronics
Ltd.
Ningbo Innolux
Optoelectronics
Ltd.
Ningbo Innolux
Optoelectronics
Ltd.
Foshan Innolux
Optoelectronics
Ltd.
Leadtek Global Group Limited
Leadtek Global Group Limited
Lakers Trading Ltd.
Lakers Trading Ltd.
Lakers Trading Ltd.
Innolux Hong Kong Ltd.
Ningbo Innolux Technology
Ltd.
Nanjing Innolux
Optoelectronics Ltd.
Ningbo Chi Mei Materials
Technology Co., Ltd.
Ningbo Lin Moug Optronics
Co., Ltd.
Hon Hai Precision Industry
Co., Ltd.
A subsidiary of the Company
A subsidiary of the Company
An indirect wholly-owned
subsidiary
An indirect wholly-owned
subsidiary
An indirect wholly-owned
subsidiary
An indirect wholly-owned
subsidiary
An indirect wholly-owned
subsidiary
An indirect wholly-owned
subsidiary
Subsidiary of an investee
company accounted for under
the equity method
An indirect wholly-owned
subsidiary of Chi Lin
Optoelectronics Co., Ltd.
Same major stockholder
Processing
revenue
Processing
revenue
Processing
revenue
Processing
revenue
Processing
revenue
Service
revenue
Sales
Sales
Purchases
Purchases
Purchases
$ 19,610,772
16,648,612
12,863,897
3,116,868
1,226,867
306,702
2,079,743
723,106
3,169,506
2,921,686
1,903,333
92
17
95
98
47
85
2
4
4
3
2
90 days
90 days
60 days
90 days
60 days
60 days
90 days
60 days
90 days after
goods are
shipped
60 days after
goods are
shipped
90 days after
goods are
shipped
Similar with
general sales
Similar with
general sales
Similar with
general sales
Similar with
general sales
Similar with
general sales
Similar with
general sales
Similar with
general sales
Similar with
general sales
Similar with
general sales
Similar with
general sales
Similar with
general sales
No significant
difference
No significant
difference
No significant
difference
No significant
difference
No significant
difference
No significant
difference
No significant
difference
No significant
difference
No significant
difference
No significant
difference
No significant
difference
$ 6,966,625
-
3,069,946
986,622
2,158,754
45,553
965,551
142,914
-
(
1,188,883)
(
388,841)
90
-
95
100
58
94
3
3
-
6
1

~80~

Company Counterparty Relationship with the
Company
Transactions Transactions Difference with general
transactions (NoteA)
Difference with general
transactions (NoteA)
Notes and accounts receivable
(payable)
Notes and accounts receivable
(payable)
Note
Purchases/
sales
Amount Percentage
of purchases/
sales
Terms Unit price Terms Balance Percentage
ofbalance
Ningbo Innolux
Optoelectronics
Ltd.
Foshan Innolux
Optoelectronics
Ltd.
Ningbo Innolux
Technology Ltd.
Ningbo Innolux
Technology Ltd.
Foshan Innolux
Optoelectronics
Ltd.
Ningbo Innolux
Optoelectronics
Ltd.
Foshan Innolux
Optoelectronics
Ltd.
Ningbo Innolux
Technology Ltd.
Ningbo Innolux
Display Ltd.
Ningbo Innolux
Display Ltd.
Hon Hai Precision Industry
Co., Ltd.
Ningbo Chi Mei Materials
Technology Co., Ltd.
Hon Hai Precision Industry
Co., Ltd.
Ningbo Chi Mei Materials
Technology Co., Ltd.
Chi Mei Materials Technology
Corporation
Hongfujin Precision Industry
(Shenzhen) Co., Ltd.
GIO Optoelectronics Corp.
Ningbo Lin Moug Optronics
Co., Ltd.
Ningbo Chi Mei Materials
Technology Co., Ltd.
Hon Hai Precision Industry
Co., Ltd.
Same major stockholder
Subsidiary of an investee
company accounted for under
the equity method
Same major stockholder
Subsidiary of an investee
company accounted for under
the equity method
An investee company
accounted for under the
equity method
An indirect wholly-owned
subsidiary of Hon Hai
Precision Industry Co., Ltd.
An investee company
accounted for under the
equity method
An indirect wholly-owned
subsidiary of Chi Lin
Optoelectronics Co., Ltd.
Subsidiary of an investee
company accounted for under
the equity method
Same major stockholder
Purchases
Purchases
Purchases
Purchases
Purchases
Purchases
Purchases
Purchases
Purchases
Purchases
$ 1,860,997
1,546,583
1,022,838
779,482
701,095
539,927
412,044
364,731
179,536
155,767
2
1
3
2
1
1
-
1
4
3
60 days after
goods are
shipped
90 days after
goods are
shipped
90 days after
goods are
shipped
90 days after
goods are
shipped
90 days after
goods are
shipped
90 days after
goods are
shipped
90 days after
goods are
shipped
120 days after
goods are
shipped
90 days after
goods are
shipped
90 days after
goods are
shipped
Similar with
general sales
Similar with
general sales
Similar with
general sales
Similar with
general sales
Similar with
general sales
Similar with
general sales
Similar with
general sales
Similar with
general sales
Similar with
general sales
Similar with
general sales
No significant
difference
No significant
difference
No significant
difference
No significant
difference
No significant
difference
No significant
difference
No significant
difference
No significant
difference
No significant
difference
No significant
difference
($ 688,812)
-
(
300,694)
-
-
(
173,670)
(
26,952)
(
200,785)
-
(
63,614)
3
-
3
-
-
1
-
2
-
6

~81~

Company Counterparty Relationship with the
Company
Transactions Transactions Difference with general
transactions (NoteA)
Difference with general
transactions (NoteA)
Notes and accounts receivable
(payable)
Notes and accounts receivable
(payable)
Note
Purchases/
sales
Amount Percentage
of purchases/
sales
Terms Unit price Terms Balance Percentage
ofbalance
Foshan Innolux
Optoelectronics
Ltd.
Innocom
Technology
(Shenzhen) Co.,
Ltd.
Innocom
Technology
(Shenzhen) Co.,
Ltd.
Ampower Technology Co., Ltd.
Jizhun Precision Industry
(Huizhou) Co., Ltd.
Hongfujin Precision Industry
(Shenzhen) Co., Ltd.
The company is a corporate
director of Ampower
Technology Co., Ltd.
An indirect wholly-owned
subsidiary of Hon Hai
Precision Industry Co., Ltd.
An indirect wholly-owned
subsidiary of Hon Hai
Precision Industry Co., Ltd.
Purchases
Processing
expense
Processing
expense
$ 130,295
167,217
114,341
-
9
6
90 days after
goods are
shipped
30 days
30 days
Similar with
general sales
Similar with
general sales
Similar with
general sales
No significant
difference
No significant
difference
No significant
difference
($ 3,401)
(
21,059)
(
23,662)
-
3
4

Note A: Accounts for the cost of goods sold ratio.

~82~

H.Receivables from related parties exceeding $100 million or 20% of the Company’s paid-in capital:

Company Counterparty Relationship with
the Company
Balance of
receivable from
relatedparties
Turnover
rate
Overduereceivables Overduereceivables Subsequent
collection
Allowance for
doubtful accounts
provided
Amount Action adopted for
overdue accounts
Innolux Corporation
Innolux Corporation
Innolux Corporation
Innolux Corporation
Innolux Corporation
Innolux Corporation
Innolux Corporation
Innolux Corporation
Foshan Innolux
Optoelectronics Ltd.
Ningbo Innolux
Optoelectronics Ltd.
Nanjing Innolux
Optoelectronics Ltd.
Ningbo Innolux
Technology Ltd.
Shanghai Innolux
Optoelectronics Ltd.
Innocom Technology
(Shenzhen) Co., Ltd.
Shenzhen Fu Tai Hong
Precision Industry Co., Ltd.
Hon Hai Precision Industry
Co., Ltd.
Honfujin Precision Electronics
(Chongqing) Co., Ltd.
Kang Zhun Electronical
Technology (Kunshan) Co.,
Ltd.
Innolux Optoelectronics Japan
Co., Ltd.
Futaijing Precision Electronics
(Beijing) Co., Ltd.
Innolux Technology USA Inc.
Innolux Optoelectronics USA,
Inc.
Lakers Trading Ltd.
Leadtek Global Group Limited
Innolux Hong Kong Ltd.
Leadtek Global Group Limited
Lakers Trading Ltd.
Lakers Trading Ltd.
An indirect wholly-owned subsidiary of Hon Hai
Precision Industry Co., Ltd.
Same major stockholder
An indirect wholly-owned subsidiary of Hon Hai
Precision Industry Co., Ltd.
An indirect wholly-owned subsidiary of Hon Hai
Precision Industry Co., Ltd.
A subsidiary of the Company
An indirect wholly-owned subsidiary of Hon Hai
Precision Industry Co., Ltd.
An indirect wholly-owned subsidiary
An indirect wholly-owned subsidiary
An indirect wholly-owned subsidiary
A subsidiary of the Company
An indirect wholly-owned subsidiary
A subsidiary of the Company
An indirect wholly-owned subsidiary
An indirect wholly-owned subsidiary
$ 1,543,053
1,875,465
1,282,691
489,164
186,694
179,404
173,861
133,856
22,267,762
19,784,634
7,884,481
6,966,625
3,069,946
2,158,754
7.12
3.85
3.28
-
11.39
2.14
9.93
5.93
2.34
2.29
3.73
3.10
5.48
0.77
$ -
110,139
209,867
71,285
-
1,802
-
-
17,331,083
4,667,893
-
928,046
579,608
1,622,044
-
Subsequent
collection
Subsequent
collection
Subsequent
collection
-
Subsequent
collection
-
-
Subsequent
collection
Subsequent
collection
-
Subsequent
collection
Subsequent
collection
Subsequent
collection
$ 661,954
78,424
378,539
106,435
-
8,405
-
96,199
3,896,237
3,165,386
2,943,828
2,025,388
579,608
-
$ -
-
-
-
-
-
-
-
-
-
-
-
-
-

~83~

Company Counterparty Relationship with
the Company
Balance of
receivable from
related parties
Turnover
rate
Overdue receivables Overdue receivables Subsequent
collection
Allowance for
doubtful accounts
provided
Amount Action adopted for
overdue accounts
Ningbo Innolux Display
Ltd.
Ningbo Innolux
Optoelectronics Ltd.
Shanghai Innolux
Optoelectronics Ltd.
Innocom Technology
(Shenzhen) Co., Ltd.
Lakers Trading Ltd.
Ningbo Innolux Technology
Ltd.
Nanjing Innolux
Optoelectronics Ltd.
Honfujin Precision Electronics
(Chongqing) Co., Ltd.
An indirect wholly-owned subsidiary
An indirect wholly-owned subsidiary
An indirect wholly-owned subsidiary
An indirect wholly-owned subsidiary of Hon Hai
Precision Industry Co., Ltd.
$ 986,622
965,551
142,914
111,123
6.45
2.87
5.36
-
$ -
54,787
-
111,123
-
$ 89,598
$ -
Subsequent
collection
681,627
-
-
-
-
Subsequent
collection
-
-

I. Derivative financial instruments undertaken during the year ended December 31, 2014: Please refer to Notes 6(2) and 6(4).

~84~

J. Significant inter-company transactions during the year ended December 31, 2014:

Number
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
1
2
2
2
2
3
3
3
4
4
5
5
6
Name of counterparty
Innolux Corporation
Innolux Corporation
Innolux Corporation
Innolux Corporation
Innolux Corporation
Innolux Corporation
Innolux Corporation
Innolux Corporation
Innolux Corporation
Innolux Corporation
Innolux Corporation
Innolux Corporation
Innolux Corporation
Innolux Corporation
Innolux Corporation
Innolux Corporation
Innolux Technology Japan Co., Ltd.
Shanghai Innolux Optoelectronics Ltd.
Shanghai Innolux Optoelectronics Ltd.
Shanghai Innolux Optoelectronics Ltd.
Shanghai Innolux Optoelectronics Ltd.
Foshan Innolux Optoelectronics Ltd.
Foshan Innolux Optoelectronics Ltd.
Foshan Innolux Optoelectronics Ltd.
Nanjing Innolux Optoelectronics Ltd.
Nanjing Innolux Optoelectronics Ltd.
Innocom Technology (Shenzhen) Co., Ltd.
Innocom Technology (Shenzhen) Co., Ltd.
Ningbo Innolux Optoelectronics Ltd.
Name of transactionparties
Innolux Hong Kong Ltd.
Innolux Hong Kong Ltd.
Innolux Hong Kong Ltd.
Innolux Optoelectronics Japan Co.,Ltd.
Innolux Optoelectronics Japan Co.,Ltd.
Innolux Optoelectronics Japan Co.,Ltd.
Innolux Optoelectronics USA, Inc.
Innolux Optoelectronics USA, Inc.
Innolux Technology USA Inc.
Innolux Technology USA Inc.
Lakers Trading Ltd.
Lakers Trading Ltd.
Lakers Trading Ltd.
Leadtek Global Group Limited
Leadtek Global Group Limited
Foshan Innolux Optoelectronics Ltd.
Innolux Hong Kong Ltd.
Lakers Trading Ltd.
Lakers Trading Ltd.
Nanjing Innolux Optoelectronics Ltd.
Nanjing Innolux Optoelectronics Ltd.
Lakers Trading Ltd.
Lakers Trading Ltd.
Leadtek Global Group Limited
Innolux Hong Kong Ltd.
Innolux Hong Kong Ltd.
Lakers Trading Ltd.
Lakers Trading Ltd.
Leadtek Global Group Limited
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
3
3
3
3
3
3
3
3
3
3
3
3
3
Relationship
(Note A)
General ledger
Transaction
account
Amount
terms(Note B)
Sales
635,548
$ -
Processing expense
35,408,180
-
Accrued expense
8,444,162)
(
-
Sales
1,757,646
-
Accounts receivable
186,694
-
Purchases
296,646
-
Sales
714,609
-
Accounts receivable
133,856
-
Sales
1,231,983
-
Accounts receivable
173,861
-
Sales
2,687,589
-
Processing expense
53,598,757
-
Accrued expense
32,726,649)
(
-
Processing expense
78,866,584
-
Accrued expense
42,634,612)
(
-
Sales
850,573
-
Service revenue
306,702
-
Processing revenue
12,863,897
-
Accounts receivable
3,069,946
-
Sales
723,106
-
Accounts receivable
142,914
-
Processing revenue
36,601,008
-
Accounts receivable
22,267,762
-
Processing revenue
16,648,612
-
Processing revenue
34,677,066
-
Accounts receivable
7,884,481
-
Processing revenue
1,226,867
-
Accounts receivable
2,158,754
-
Processing revenue
41,971,830
-
Information fromtransactions (Note C)
Percentage of totoal
combined revenue or
total assets
General ledger
account
Amount
Sales
635,548
$ Processing expense
35,408,180
Accrued expense
8,444,162)
(
Sales
1,757,646
Accounts receivable
186,694
Purchases
296,646
Sales
714,609
Accounts receivable
133,856
Sales
1,231,983
Accounts receivable
173,861
Sales
2,687,589
Processing expense
53,598,757
Accrued expense
32,726,649)
(
Processing expense
78,866,584
Accrued expense
42,634,612)
(
Sales
850,573
Service revenue
306,702
Processing revenue
12,863,897
Accounts receivable
3,069,946
Sales
723,106
Accounts receivable
142,914
Processing revenue
36,601,008
Accounts receivable
22,267,762
Processing revenue
16,648,612
Processing revenue
34,677,066
Accounts receivable
7,884,481
Processing revenue
1,226,867
Accounts receivable
2,158,754
Processing revenue
41,971,830
-
8
2
-
-
-
-
-
-
-
1
12
8
18
10
-
-
3
1
-
-
8
5
4
8
2
-
1
9

~85~

Number
6
6
6
7
7
8
8
Name of counterparty
Ningbo Innolux Optoelectronics Ltd.
Ningbo Innolux Optoelectronics Ltd.
Ningbo Innolux Optoelectronics Ltd.
Ningbo Innolux Technology Ltd.
Ningbo Innolux Technology Ltd.
Ningbo Innolux Display Ltd.
Ningbo Innolux Display Ltd.
Name of transaction parties
Leadtek Global Group Limited
Ningbo Innolux Technology Ltd.
Ningbo Innolux Technology Ltd.
Leadtek Global Group Limited
Leadtek Global Group Limited
Lakers Trading Ltd.
Lakers Trading Ltd.
Relationship
(Note A)
3
3
3
3
3
3
3
General ledger
Transaction
account
Amount
terms (Note B)
Information from transactions (Note C)
Accounts receivable
19,784,634
$ -
Sales
2,079,743
-
Accounts receivable
965,551
-
Processing revenue
19,610,772
-
Accounts receivable
6,966,625
-
Processing revenue
3,116,868
-
Accounts receivable
986,622
-
General ledger
Transaction
account
Amount
terms (Note B)
Information from transactions (Note C)
Accounts receivable
19,784,634
$ -
Sales
2,079,743
-
Accounts receivable
965,551
-
Processing revenue
19,610,772
-
Accounts receivable
6,966,625
-
Processing revenue
3,116,868
-
Accounts receivable
986,622
-
Percentage of totoal
combined revenue or
total assets
General ledger
account
Accounts receivable
Sales
Accounts receivable
Processing revenue
Accounts receivable
Processing revenue
Accounts receivable
Amount
19,784,634
$ 2,079,743
965,551
19,610,772
6,966,625
3,116,868
986,622
5
-
-
4
2
1
-

Note A: Relationship with the transaction company:

  1. The parent company to the subsidiary.

  2. 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.

~86~

(2) Information on investees

The information on the name, the location…etc of the investee companies is shown below (not including investees in Mainland China):

Name of
company
Investee company Location Mainoperating activities Originalcost Originalcost Held by the Company atDecember31,2014 Held by the Company atDecember31,2014 Held by the Company atDecember31,2014 Net income
(loss) of the
investee
company
Investment
income (loss)
recognized by
the Company
December 31,
2014
December 31,
2013
Numberofshares Percentage
of ownership
(%)
Bookvalue
Innolux
Corporation
Innolux
Corporation
Innolux
Corporation
Innolux
Corporation
Innolux
Corporation
Innolux
Corporation
Innolux
Corporation
Innolux
Corporation
Innolux
Corporation
Innolux
Corporation
Innolux
Corporation
Innolux
Corporation
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 Ltd.
Leadtek Global Group
Limited
Yuan Chi Investment
Co., Ltd.
InnoJoy Investment
Corporation
Innolux
Optoelectronics
Europe B.V.
Hong Kong
Samoa
BVI
Samoa
Samoa
Samoa
BVI
Hong Kong
BVI
Taiwan
Taiwan
Netherlands
Investment holdings
Investment holdings
Investment holdings
Investment holdings
Investment holdings
Investment holdings
Investment holdings
Investment holdings
Order swap company
Investment company
Investment company
Importing, exporting, buying,
selling and logistics services of
electronic equipment and TFT-
LCD monitors
119,724
$ 348,999
9,083
7,858,300
197,554
32,925,315
3,596,307
2,107,291
-
1,217,235
1,078,166
121,941
74,924
$ 779,152
9,083
8,000,912
197,554
32,925,315
3,064,699
2,107,291
-
1,217,235
1,078,166
121,941
4,910,000
31,783,000
39,250
246,768,185
5,656,410
693,100,000
144,447,000
1,158,844,000
50,000,000
-
167,405,392
180
100
100
100
100
100
100
100
100
100
100
100
100
185,214
$ 116,227
21,849)
(
16,796,396
277,422
41,425,623
5,945,861
2,393,227
358,432)
(
918,468
1,670,083
152,269
423
$ 111,306
573)
(
324,999
5,890
4,430,141
740,811
493,840
96,260)
(
31,904
162,272)
(
7,361
114
$ 111,306
6,829
311,917
5,890
4,356,784
740,811
518,932
96,260)
(
31,904
162,272)
(
7,361

~87~

Name of
company
Investee company Location Main operatingactivities Originalcost Originalcost Held by the Company atDecember31,2014 Held by the Company atDecember31,2014 Held by the Company atDecember31,2014 Net income
(loss) of the
investee
company
Investment
income (loss)
recognized by
theCompany
December 31,
2014
December 31,
2013
Number of shares Percentage
of ownership
(%)
Bookvalue
Innolux
Corporation
Innolux
Corporation
Innolux
Corporation
Innolux
Corporation
Innolux
Corporation
Innolux
Corporation
Innolux
Corporation
Innolux
Corporation
Innolux Holding
Ltd.
Innolux Holding
Ltd.
Innolux Holding
Ltd.
Innolux Holding
Ltd.
Innolux
Optoelectronics Japan
Co., Ltd.
Ampower Holding
Ltd.
Jetronics International
Corp.
FI Medical Device
Manufacturing Co.,
iZ3D, Inc.
Chi Mei Lighting
Technology
Corporation
Chi Mei El
Corporation
GIO Optoelectronics
Corp.
Rockets Holding Ltd.
Suns Holding Ltd.
Lakers Trading Ltd.
Innolux Corporation
Japan
Cayman
Samoa
Taiwan
USA
Taiwan
Taiwan
Taiwan
Samoa
Samoa
Samoa
USA
Researching, manufacturing and
selling of the film transistor
liquid crystal display
Investment holdings
Investment holdings
Photographic and optical
instruments manufacturing
Research and development and
sale of 3D flat monitor
Manufacturing of electronic
equipment and lighting
equipment
Developing, designing,
manufacturing and selling of
organic light emitting diodes
Developing, designing,
manufacturing and selling of
components of back light
module on TFT-LCD
Investment holdings
Investment holdings
Order swap company
Distributor company
1,335,486
$ 1,717,714
86,149
73,500
-
819,312
361,382
800,892
7,296,530
555,422
-
6,348
1,335,486
$ 1,717,714
145,600
-
-
819,312
361,382
800,892
7,426,240
568,324
-
6,348
80
14,062,500
726,941
7,350,000
4,333
78,195,856
155,500,000
63,521,501
226,504,550
18,177,052
1
2,000
100
47
32
49
35
33
97
24
100
100
100
100
1,572,495
$ 1,477,199
1,771)
(
73,164
-
-
24,799
449,994
15,261,115
1,404,398
241,128
88,218)
(
68,864
$ 276,629)
(
85,293)
(
686
-
-
5,702)
(
112,745)
(
71,583
255,129
-
1,722)
(
68,864
$ 90,897)
(
41,869
336
-
-
5,541)
(
26,811)
(
71,583
255,129
-
1,722)
(

~88~

Name of
company
Investee company Location Main operatingactivities Originalcost Originalcost Held by the Company atDecember31,2014 Held by the Company atDecember31,2014 Held by the Company atDecember31,2014 Net income
(loss) of the
investee
company
Investment
income (loss)
recognized by
theCompany
December 31,
2014
December 31,
2013
Number of shares Percentage
of ownership
(%)
Bookvalue
Toppoly
Optoelectronics
(B.V.I.) Ltd.
Innolux Hong
Kong Holding
Ltd.
Innolux Hong
Kong Holding
Ltd.
Innolux Hong
Kong Holding
Ltd.
Innolux Hong
Kong Holding
Ltd.
Innolux Hong
Kong Holding
Ltd.
Innolux
Optoelectronics
Europe B.V.
Innolux
Optoelectronics
Japan Co., Ltd.
Rockets Holding
Ltd.
Rockets Holding
Ltd.
Rockets Holding
Ltd.
Rockets Holding
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.
Chi Mei
Optoelectronics
Germany GmbH
Innolux
Optoelectronics USA,
Inc.
Best China
Investments Ltd.
Mega Chance
Investments Ltd.
Magic Sun Ltd.
Stanford
Developments Ltd.
Cayman
Hong Kong
Hong Kong
Netherlands
Japan
USA
Germany
USA
Samoa
Samoa
Samoa
Samoa
Investment holdings
Investment holdings
Order swap company
Holding company and R&D
testing company
Distributor company
Distributor company
Importing, exporting, buying,
selling and logistics services of
electronic equipment and TFT-
LCD monitors
Selling of electronic equipment
and computer monitors
Investment holdings
Investment holdings
Investment holdings
Investment holdings
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
3,040,776
$ -
-
3,073,072
1,815,603
263,685
10,324
2,400
314,740
573,940
1,146,370
5,391,125
144,417,000
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
100
100
100
100
100
100
100
100
100
100
100
100
6,181,164
$ 780,296
2,095,946)
(
2,410,215
1,647,930
326,317
26,937
258,769
255,806
421,268
1,018,638
13,534,845
740,811
$ 233,398
320,095
35,651
128,257)
(
31,730
3,753
23,063
36,380
1,221
3,328
36,362
740,811
$ 233,398
320,095
35,651
128,257)
(
31,730
3,753
23,063
36,380
1,221
3,328
36,362

~89~

Name of
company
Investee company Location Main operatingactivities Originalcost Originalcost Held by the Company atDecember31,2014 Held by the Company atDecember31,2014 Held by the Company atDecember31,2014 Net income
(loss) of the
investee
company
Investment
income (loss)
recognized by
theCompany
December 31,
2014
December 31,
2013
Number of shares Percentage
of ownership
(%)
Bookvalue
Rockets Holding
Ltd.
Suns Holding Ltd.
Innolux
Technology
Europe B.V.
Best China
Investments Ltd.
Mega Chance
Investments Ltd.
Magic Sun Ltd.
Yuan Chi
Investment Co.,
Ltd.
Yuan Chi
Investment Co.,
Ltd.
Yuan Chi
Investment Co.,
Ltd.
Yuan Chi
Investment Co.,
Ltd.
Nets Trading Ltd.
Warriors Technology
Investments Ltd.
Innolux Technology
Germany GmbH
Asiaward Investment
Ltd.
Main Dynasty
Investment Ltd.
Sun Dynasty
Development Ltd.
Chi Mei Lighting
Technology
Corporation
GIO Optoelectronics
Corp.
Chi Mei Logistics
Corp.
TOA Optronics
Corporation
Samoa
Samoa
Germany
Hong Kong
Hong Kong
Hong Kong
Taiwan
Taiwan
Taiwan
Taiwan
Investment company
Investment company
Testing and maintenance
company
Investment holdings
Investment holdings
Investment holdings
Trading business,
manufacturing of electronic
equipment and lighting
equipment
Developing, designing,
manufacturing and selling of
components of back light
module on TFT-LCD
Warehousing services
Selling electronic materials,
trading business, manufacturing
of electronic equipments and
lighting equipments
27,477
$ 555,422
33,735
314,740
573,940
1,146,370
263,812
6,881
-
423,606
-
$ 568,324
33,735
314,740
573,940
1,146,370
263,812
6,881
124,485
423,606
900,001
18,177,052
100,000
77,830,001
139,623,801
295,969,001
19,673,402
467,519
-
58,007,000
100
100
100
100
100
100
8
-
-
40
30,441
$ 1,404,397
63,152
255,806
421,267
1,018,638
-
732
-
364,907
-
$ 255,127
41
36,380
1,221
3,328
-
112,745)
(
5,843
105,740)
(
-
$ 255,127
41
36,380
1,221
3,328
-
203)
(
2,863
45,764)
(

~90~

(3) Information on investments in Mainland China

A.Basic information:

3)Information on investments in Mainland China
A.Basic information:
Name of investee
in Mainland China
Main activities of
investee
Capital
(Note A)
Method of
Investment
(Note D)
Balance of
amount remitted
from Taiwan on
January1,2014
Transactions during
(inthousands ofUSD)
Jan. 1, 2014~Dec. 31, 2014
Balance of
amount
remitted from
Taiwan as of
Dec. 31,2014
Net income of
investee for
the year ended
Dec. 31,2014
Ownership
percentage held
by the Company
(Direct/indirect)
Profit
recognized
during
Jan. 1, 2014~
Dec. 31, 2014
(NoteB)
Profit
Book value
remitted to
of investment
Taiwan during
as of
Jan. 1, 2014 ~
Dec. 31,2014
Dec. 31,2014
Remittance
out
Remittance
in
Innocom
Technology
(Shenzhen) Co.,
Ltd.
Manufacturing and
selling of LCD
backend module and
related components
5,190,600
$ 1
4,016,756
$ Innocom
Technology
(Chengdu) Co.,
Ltd.
Manufacturing and
selling of LCD
backend module and
related components
1,202,700
1
1,202,700
OED Company
Manufacturing and
selling of electronic
paper
256,112
1
63,300
Ningbo Innolux
Optoelectronics
Ltd.
Manufacturing and
selling of LCD
backend module and
related components
9,811,500
2
1,396,613
Ningbo Innolux
Technology Ltd.
Manufacturing and
selling of LCD
backend module and
related components
4,114,500
2
4,114,500
Foshan Innolux
Optoelectronics
Ltd.
Manufacturing and
selling of LCD
backend module and
related components
12,121,950
2
12,121,950
Ningbo Innolux
Display Ltd.
Manufacturing and
selling of LCD
backend module and
related components
949,500
3
949,500
-
$ -
-
-
-
-
-
-
$ -
-
1,163,508)
(
-
-
-
4,016,756
$ 1,202,700
63,300
233,105
4,114,500
12,121,950
949,500
36,362
$ 3,328
140,976)
(
2,070,696
491,039
1,866,041
34,860
100
100
5
100
100
100
100
36,362
$ 3,328
-
2,070,696
491,039
1,866,041
34,860
13,534,833
$ 1,173,844
$ 1,018,638
-
12,989
-
20,601,650
5,463,896
3,218,102
-
18,607,398
-
260,746
-

~91~

Name of investee
in Mainland China
Main activities of
investee
Capital
(Note A)
Method of
Investment
(Note D)
Balance of
amount remitted
from Taiwan on
January1,2014
Transactions during
(inthousands ofUSD)
Jan. 1, 2014~Dec. 31, 2014
Transactions during
(inthousands ofUSD)
Jan. 1, 2014~Dec. 31, 2014
Balance of
amount
remitted from
Taiwan as of
Dec. 31,2014
Net income of
investee for
the year ended
Dec. 31,2014
Ownership
percentage held
by the Company
(Direct/indirect)
Profit
recognized
during
Jan. 1, 2014~
Dec. 31, 2014
(NoteB)
Profit
Book value
remitted to
of investment
Taiwan during
as of
Jan. 1, 2014 ~
Dec. 31,2014
Dec. 31,2014
Remittance
out
Remittance
in
Nanjing Innolux
Technology Ltd.
Purchases and sales
of monitor-related
components company
66,465
$ 4
66,465
$ Kunpal
Optoelectronics
Ltd.
Glass thinning
processing service
126,600
5
71,744
VAP
Optoelectronics
(Nanjing) Corp.
Manufacturing and
selling of LCD
backend module and
related components
208,890
6
9,495
Nanjing Innolux
Optoelectronics
Ltd.
Manufacturing and
selling of LCD
backend module and
related components
4,494,300
4
3,937,260
Ningbo Innolux
Logistics Ltd.
Warehousing services
126,600
8
126,600
Shanghai Innolux
Optoelectronics
Ltd.
Manufacturing and
selling of LCD
backend module and
related components
664,650
7
-
Foshan Innolux
Logistics Ltd.
Warehousing services
47,475
8
47,475
Amlink
(Shanghai) Ltd.
Manufacturing and
selling of power
supply, modem,
ADSL, and other IT
equipments
633,000
9
316,500
-
$ 47,951
-
557,040
-
-
-
-
-
$ -
-
-
-
-
-
-
66,465
$ 119,695
9,495
4,494,300
126,600
-
47,475
316,500
11,797
$ 942
574)
(
729,013
5,729
233,398
161
8,949)
(
100
100
100
100
100
100
100
47
11,797
$ 942
574)
(
729,013
5,729
233,398
161
4,206)
(
606,961
$ -
$ 79,430
-
43,749)
(
-
5,574,181
-
168,311
-
780,296
-
66,633
-
594,508
-

~92~

Name of investee
in Mainland China
Main activities of
investee
Capital
(Note A)
Method of
Investment
(Note D)
Balance of
amount remitted
from Taiwan on
January1,2014
Transactions during
(inthousands ofUSD)
Jan. 1, 2014~Dec. 31, 2014
Transactions during
(inthousands ofUSD)
Jan. 1, 2014~Dec. 31, 2014
Balance of
amount
remitted from
Taiwan as of
Dec. 31,2014
Net income of
investee for
the year ended
Dec. 31,2014
Ownership
percentage held
by the Company
(Direct/indirect)
Profit
recognized
during
Jan. 1, 2014~
Dec. 31, 2014
(NoteB)
Profit
Book value
remitted to
of investment
Taiwan during
as of
Jan. 1, 2014 ~
Dec. 31,2014
Dec. 31,2014
Remittance
out
Remittance
in
Kunshan Guann-
Jye Electronics
Co., Ltd.
Manufacturing of
transformers
265,860
$ 10
85,139
$ 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
2,095,230
1
427,275
-
$ -
-
$ -
85,139
$ 427,275
-
$ -
32
14
-
$ -
-
$ -
$ 900,242
-

B. Information on investments in Mainland China (Note C):

Company
Innolux Corporation
Accumulated amount wired out from Taiwan
to MainlandChina as of the end of theyear
29,846,173
$
Investment amount approved byFICof MOEA
44,838,617
$
Ceilingof investment amount of theCompany
-
$

C. Significant transactions with investees in Mainland China directly or indirectly through the third areas:

The significant transactions between the Company and the investee companies for the year ended December 31, 2014 were eliminated in these financial statements and shown in Notes 13(1) A 、 G 、 H 、 J. 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, 2014 was audited by independent accountants.

Note C: Pursuant to the Jing-Shen-Zi Letter No. 10100485600 of the Ministry of Economic Affairs, R.O.C., dated June 29, 2012, as the Company has obtained the certificate of conforming to the business scope of

headquarters, issued by the Industrial Development Bureau, MOEA, the investment ceiling regulation for Taiwan-based companies investing in Mainland China is not applicable to the Company. Note D: The investment methods are as follows:

  • 1.Through investing in Innolux Holding Ltd. in the third area, which then invested in the investee in Mainland China.

~93~

2.Through investing in Landmark International Ltd. in the third area, which then invested in the investee in Mainland China.

3.Through investing in Gold Union Investments Ltd. in the third area, which then invested in the investee in Mainland China.

4.Through investing in Toppoly Optoelectronics (B.V.I) Ltd. in the third area, which then invested in the investee in Mainland China.

5.Through investing in Bright Information Holding Ltd. in the third area, which then invested in the investee in Mainland China.

6.Through investing in Golden Achiever International Ltd. in the third area, which then invested in the investee in Mainland China.

7.Through investing in Innolux Hong Kong Holding Ltd. in the third area, which then invested in the investee in Mainland China.

8.Through investing in Keyway Investment Management Limited in the third area, which then invested in the investee in Mainland China.

9.Through investing in Ampower Holding Ltd. in the third area, which then invested in the investee in Mainland China.

10.Through investing in Jetronics International Corporation in the third area, which then invested in the investee in Mainland China.

~94~

14. SEGMENT INFORMATION

(1) General information

The Group is primarily engaged in the research, development, manufacture and sales 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 allocates 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.

(2) Information about segment profit or loss, assets and liabilities

The segment information provided to the chief operating decision-maker for the reportable segment is as follows:

segment is as follows:
Segment revenue
Segment income
Depreciation and amortisation
Capital expenditure-property, plant and equipment
Segment assets
Years ended December31,
2014
TFT LCD
428,661,898
$ 22,523,244
$ 60,883,074
$ 20,526,552
$ 480,984,747
$
2013
TFT LCD
422,729,420
$
5,645,922
$
77,845,557
$
18,370,343
$
507,927,783
$

(3) 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 ended December31, Years ended December31,
2014
428,661,898
$ -
428,661,898
$
2013
422,729,420
$ 1,080
422,730,500
$

~95~

B.Reconciliation of segment income with income from continuing operations before income tax:

C.Reconciliation of segment assets with total assets:
D.Other significant reconciliation:
Segment income
Others
Income before income tax
Segment assets
Others
Depreciation and amortization
Others
Capital expenditure - property, plant and
equipment
Others
Years ended December31, Years ended December31,
2014
2013
22,523,244
$ 5,645,922
$ 11,096
2,569)
(
22,534,340
$ 5,643,353
$ December31,2014
December31,2013
480,984,747
$ 507,927,783
$ 1,531,808
273,102
482,516,555
$ 508,200,885
$ Years ended December31,
2013
5,645,922
$ 2,569)

5,643,353
$ December31,2013
2014
60,883,074
$ 16,482
60,899,556
$ 20,526,552
$ -
20,526,552
$
2013
77,845,557
$ 5,881
77,851,438
$ 18,370,343
$ -
18,370,343
$

(4) Information on product

Revenue from external customers is mainly from TFT-LCD product. Details of revenue are as follows:

follows:
Sales of TFT LCD products
Other revenues
Years ended December31,
2014
428,661,898
$ -
428,661,898
$
2013
422,729,420
$ 1,080
422,730,500
$

~96~

(5) Geographical information

Geographical information for the years ended December 31, 2014 and 2013 is as follows:

Years ended December 31,

Taiwan
Hong Kong
China
Europe
USA
Others
Revenue
Non-current assets
91,333,989
$ 214,158,469
$ 124,681,779
-
103,061,439
41,762,276
31,048,822
28,601
11,727,851
513
66,808,018
140,789
428,661,898
$ 256,090,648
$ 2014
2013 2013
Revenue
91,333,989
$ 124,681,779
103,061,439
31,048,822
11,727,851
66,808,018
428,661,898
$
Revenue
71,710,289
$ 147,983,751
74,639,122
28,876,735
30,837,604
68,682,999
422,730,500
$
Non-current assets
255,437,219
$ -
40,949,233
30,474
1,862
44,270
296,463,058
$

(6) Major customer information

None of the individual sales to the Group’s customers exceeds 10% of the sales in the consolidated statement of comprehensive income for the years ended December 31, 2014 and 2013.

~97~