AI assistant
KINSUS — AGM Information 2018
Jun 6, 2018
52304_rns_2018-06-06_de68d20a-a6cd-4b3a-af10-5296bff48ced.pdf
AGM Information
Open in viewerOpens in your device viewer
(Translation – In case of any discrepancy between the Chinese and English versions, the Chinese version shall prevail.)
KINSUS INTERCONNECT TECHNOLOGY CORP. Minutes for the 2018 of Annual Meeting of Shareholders
-
l Time: 9:00 a.m., May 29th (Tuesday), 2018
-
l Place: No. 1245, ZhongHua Rd., XinWu Dist., Taoyuan City
(Kinsus Shih-Lei plant, staff canteen)
-
l Total outstanding Kinsus shares: 446,000,000 shares. Total Kinsus shares with voting rights: 445,880,501 shares
-
l Total shares held by shareholders presented in person or by proxy: 283,177,990 shares (including electronic votes (“e-votes”) of 106,738,928 shares.)
-
l Percentage of shares held by shareholders presented in person or by proxy: 63.49% l Chairman: Guo, Ming-Dong, the Chairman
-
l Attending Directors:
Mr. Guo, Ming-Dong,
Mr. Tong, Zi-Xian,
Ms. Wu, Shiang-Siang,
Ms. Su, Yan-Xue,
Mr. Cheng, Zhong-Ren,
Mr. Chen, Jin-Cai,
Mr. Huang, Chuan-Bao,
Mr. Wu, Hui-Huang,
- l Other attendants:
Mr. Huang, Yi-Hui, CPA, Ernst & Young
Ms. Fu, Mei-Yuan, Legal commissioner
- l Meeting Recorder: Ms. Liu, Su-Zhen
The aggregate shareholding of the shareholders present in person or by proxy constituted a quorum. The Chairman calls the meeting to order.
-
l Chairman’s Opening Statement (omitted)
-
I. Items To Be Reported
- The 2017 Business Report
Explanatory Notes: Please refer to Attachment I.
2
Shareholder’s question in oral (digested): A/C#3297 asked the chairman to explain when the Company might recover from slow-down performance.
- Audit Committee’s Review Report on the 2017 financial closing documenation
Explanatory Notes: Please refer to Attachment II.
Shareholder’s question in oral (digested): A/C#3297 suggested certain idea for the Company’s reference to adjust the financial structure and managers’ compensation.
- To report the 2017 employees’ and directors’ compensation
Explanatory Notes:
- a. Based on the Company’s Article of Incorporation, article#24, the Company’s board of directors has resolved to pay out 2017 directors’ and employees’ compensation in amount of NT$4,911,769 and NT$80,693,370, respectively.
- b. The directors’ and employees’ compensation will be paid in cash and are the same as those recognized in 2017 financial statements.
-
II. Items To Be Approved
-
To approve 2017 Business Report, Consolidated Financial Statements and ParentCompany-Only Financial Statements (Proposed by the Board of Directors)
Explanatory Notes:
-
a. The Company’s Business Report, Consolidated Financial Statements and ParentCompany-Only Financial Statements have been reviewed by Audit Committee and hereby proposed for the shareholders’ approval. Among these documentations, the Parent-Company-Only Financial Statements and Consolidated Financial Statements have been audited by Ernst & Young.
-
b. For details, please refer to Attachment I and Attachment III to the Meeting Handbook.
Voting Results: The proposal is approved.
| Number of shares presented at the time of voting |
For | Against | Abstained | Invalid |
|---|---|---|---|---|
| 283,058,491 votes* (106,738,928 e-votes) |
268,247,199 votes* (92,174,683 e-votes) |
68,161 votes* (68,161 e-votes) |
14,743,131 votes* (14,496,084 e-votes) |
0 votes* |
| 100.00% | 94.77% | 0.02% | 5.21% | 0.00% |
*including e-votes (numbers in brackets)
3
- To approve the proposal for 2017 earnings distribution (Proposed by the Board of Directors)
Explanatory Notes:
-
a. The Company makes the earnings distribution in accordance with its Articles of Incorporation based on 2017 net income of NT$491,676,522 after making legal reserve and special reserve in compliance with Company Act and the Articles. The 2017 earnings distribution table is shown in Attachment IV (page 41) to the Meeting Handbook for reference.
-
b. Please authorize the Board of Directors to execute the earnings distribution process in good faith as deemed necessary after the shareholders’ approval on the earnings distribution. Also please authorize the Chairman to adjust the cash dividend, if too trivial to one NT dollar, to specific shareholders.
-
c. Please authorize the Board of Directors to adjust, in good faith, the ratio of dividend per share, based on the shares outstanding on the record date for distribution, to the extent of no change in the resolved total amount to be distributed to shareholders.
Voting Results: The proposal is approved.
| Number of shares presented at the time of voting |
For | Against | Abstained | Invalid |
|---|---|---|---|---|
| 283,058,491 votes* (106,738,928 e-votes) |
268,513,704 votes* (92,441,188 e-votes) |
325,762 votes* (325,762 e-votes) |
14,219,025 votes* (13,971,978 e-votes) |
0 votes* |
| 100.00% | 94.86% | 0.12% | 5.02% | 0.00% |
*including e-votes (numbers in brackets)
III. Items To Be Discussed and Resolved and The Election
- Resolving an issuance of restricted stock awards (RSA). (Proposed by the Board of Directors)
Explanatory Notes:
- a. The Company would issue restricted stock awards (RSA) for 2018 in accordance with the related regulations from Article 267, Item 8 of the Company Act and the “Regulations Governing the Offering and Issuance of Securities by Securities Issuers”.
4
b. The major terms are described below:
(1) Issue price: NT$10 per share
- (2) Total volume to be issued: 5,500,000 shares. The Company shall file to the authority in one or several times within one year starting from the shareholders’ meeting resolving the issuance and may fulfill the issuance in one or several times based on its need within one year from the date the authority’s approval letter arriving the Company. The chairman is authorized by the board to enact the actual issuance date.
(3) Release conditions:
(a)Vesting conditions:
- i. Indicator A: employee at level 8
The vested interest is listed below for the qualified employees under indicator A of the RSA plan in the condition of remaining on job from the grant date to the respective vested dates and no breach on laws and regulations, service agreements, commitments of integrity and confidentiality, ethic of conduct, etc.
A. 20% upon one month from the grant date;
B. 20% on April 25, 2019; C. 15% on September 25, 2019; D. 15% on April 25, 2020; E. 15% on September 25, 2020;
F. 15% on April 25, 2021.
ii. Indicator B: employee at level 4 through level 7
The vested interest is listed below for the qualified employees under indicator B of the RSA Plan in the condition of remaining on job from the grant date to the respective vested dates, compliance with the respective requirements of performance, and no breach on laws and regulations, service agreements, commitments of integrity and confidentiality, ethic of conduct, etc.
A. 20% upon one month from the grant date;
B. 20% on April 25, 2019;
C. 15% on September 25, 2019;
- D. 15% on April 25, 2020;
5
-
E. 15% on September 25, 2020;
-
F. 15% on April 25, 2021.
(b)Unvested employee:
The Company will buy back and cancel all the shares granted to, in accordance with the RSA Plan, the employees who do not meet the vested conditions.
-
(c)In cases of employee resign, retire, injury or dereliction of duty, death, transfer to affiliate company or leave without pay:
-
A. The Company will buy back in the issuance price all the unvested shares from the employees who be in those situations treated as losing qualification of being vested, including voluntary resignation, being laidoff/dismissal/retirement due to incompetency, non-occupational disaster death.
-
B. Employees being laid-off due to reasons other than incompetency:
- The vested shares for any qualified but laid off employee during a year in accordance with other vested condition from Article 7 of the RSA Plan are computed by the days on duty timing the shares entitled at the vested date in this year. On the other hand, the Company will buy back all the unvested issued shares as the employees will be treated as losing the qualification to be vested.
C. Injury of duty:
Any qualified employee who becomes disabled and unable to work continuously due to injury of duty are treated as completing the vesting period in that year but shall be subject to the limitation regarding vesting period and ratio set forth on article 7 of the RSA Plan. The underlying employee would lose his/her qualification to be vested in the following year of resign and the Company would therefore buy back and cancel all the unvested shares from the employee in the original issuance price except for, in a special approval from the chairman, those who have contributed significantly and/or done the best efforts to fulfill the duty to the Company.
D. Dereliction of duty:
All unvested shares of any qualified employee who die from duty are treated
6
as vested at the date of death and can be inherited by in accordance with the Inherence Chapter of Civil Law and legally transferred under a trust agreement to the legal heir after the occurrence of the fact. The succession is to process according to related procedures specified in the “Handling Rule for a public company’s shares”.
E. Transfer to affiliate company
Any qualified employee who transfer to the affiliate companies upon request from the Company due to business needs may be treated as, if meeting with the other vesting conditions specified in article 7 of the RSA Plan in the year of transfer, to achieve the vesting condition with respect to timing, ratio and scope at the approval from the Chairman or authorized person.
- F. Leave without pay
For any qualified employee who is permitted for a leave without pay, the retention seniority of unvested issued RSA shares specified in RSA Plan is to postpone by the duration of leave if the effective date of leave meets the other vesting conditions specified in article 7 of the RSA Plan.
- G. The Company shall cancel all the RSA shares brought back according to the RSA Plan.
-
(4) Qualification requirements for employees:
-
(a)The qualified employees are limited to those full-time employees who are formally hired and have been on board at the grant date of RSA shares. Indicator A: employee at level 8
Indicator B: employee at level 4 through level 7
-
(b)The proposal of actually granted employees and the granted share volume for those employees shall be reviewed and submitted by the Chairman to the Board for a final approval in consideration of seniority, job position, performance, overall contribution, special merit, or other needs of management.
-
(c)For a single employee, the total of shares granted under Item 1, Article 56-1 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers and the RSA Rule shall not exceed 0.3% of the Company’s total issued shares. Furthermore, for a single employee, the total of shares
7
granted under Item 1, Article 56-1 of Regulations Governing the Offering and Issuance of Securities by Securities Issuers, the RSA Rule and Item 1, Article 56 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall not exceed 1% of the Company’s total issued shares. However, at a special approval from industrial in-charging governmental authority, the total shares granted to a single employee under both the employee stock option plans and the RSA rule may be exempted from the abovementioned limitation.
-
(5) The reason why it is necessary to issue restricted stocks for employees: To retain and recruit professional talent, motivate employees, and enhance employees’ teaming and potential for achieving the objective to jointly generate the benefit of employee and shareholders and to ensure the combination of the both parties’ benefit.
-
(6) Calculated expense amount, diluted EPS and other factors affecting shareholder’s equity:
-
(a)Calculated expense amount:
The expenses, calculated by using the closing unit trade price of NT$51.3 at 2018/01/15, to be recorded in 2018, 2019, 2020 and 2021 would be NT$104,042K, NT$88,864K, NT$30,292K and NT$3,952K, respectively.
- (b)Diluted EPS and other factors affecting shareholder’s equity:
The dilution effect on EPS, based on the vesting conditions and currently issued and outstanding shares, would be NT$0.23, NT$0.20, NT$0.07 and NT$0.01 for 2018, 2019, 2020 and 2021, respectively.
Voting Results: The proposal is discussed and resolved faverable.
| Number of shares presented at the time of voting |
For | Against | Abstained | Invalid |
|---|---|---|---|---|
| 283,058,491 votes* (106,738,928 e-votes) |
261,698,648 votes* (85,626,132 e-votes) |
7,114,380 votes* (7,114,380 e-votes) |
14,245,463 votes* (13,998,416 e-votes) |
0 votes* |
| 100.00% | 92.46% | 2.51% | 5.03% | 0.00% |
*including e-votes (numbers in brackets)
2. Re-election of all directors. (Proposed by the Board of Directors)
Explanatory Notes:
- a. The Company’s 6[th] directorship will expire at June 10[th] , 2018. The Company should submit a proposal of re-electing all of 9 directors, including 3 independent directors,
8
to the annual shareholders’ meeting in accordance with article 15 of the Company’s Charter.
-
b. The term for the newly 7[th] directorship, including independent directors, would be a 3-year period starting from the date of re-election at 2018 shareholders’ meeting, i.e. from May 29[th] , 2018 to May 28[th] , 2021. The old directors shall resign at the date when new directors are elected.
-
c. The Company shall adopt a candidate nomination method for its re-election of directors, including the independent directors, according to the Company’s Charter. A list and details of candidates nominated, who have been examined and approved by the board of directors on April 13[th] , 2018, is as below.
List of Director Candidates (Total 6)
| Name | Education | Experience | Currently serving | Shareholding When Elected |
|---|---|---|---|---|
| Tong,Zi- Xian |
Computer and Communication Engineering /Taipei Tech Honorary Doctor of Engineering/ Taipei Tech |
Vice President of Asustek Computer Corporation |
Chairman: Pegatron Corp.(also the Executive CEO), Lumens Digital Optics Inc., Hua Wei Investment, Hua Yu Investment, Hua Xu Investment, Kinsus Investment, Pegavision Corp., Eslite Foundation for Culture and Arts, and Ri-Kuan Metal Corporation. Director: Asrock Inc., Kinsus Interconnect Technology Corp., Hua Yuan Investment, Hua Wei Investment, Ezhi Technologies, AS Fly Travel Service, Azurewave Technologies, Inc., FuYang Technology Corp., Pegatron Holding Ltd., Unihan Holding Ltd., Protek Global Holdings Ltd., Magnificent Brightness Ltd., Casetek Holdings Ltd., Casetek Holdings Limited (CAYMAN), Pegatron Holland Holding B.V., Digitek Global Holdings Ltd., AMA Holdings Ltd., Kinsus Corp. (USA), Powtek Holdings Limited, Cotek Holdings Limited, Grand Upright Technology Limited, Alliance Culture Foundation, Hanguang Education Foundation, Ministry of Culture National Performing Arts Center, Koo Medical Foundation, Lung Yingtai Cultural Foundation, ASLINK PRECISION CO.,LTD., |
200,000 |
9
| Huang Da-fu Medical Education Promotion Foundation, Fair Winds Foundation, Relations Across the Taiwan Straits Development Research Foundation. President: Taipei Computer Association, Chinese cultural and creative park association Vice President: Monte Jade Science & Technology Association |
||||
|---|---|---|---|---|
| Guo, Ming- Dong |
National Taipei Institute of Technology |
CEO of Kinsus Interconnect Technology Corp., President of UNICAP ELECTRONICS |
Chairman: Kinsus Interconnect Technology Corp., Kinsus Corp.(USA) Director: Kinsus Holding(Samoa) Limited, Kinsus Holding (Cayman) Limited, Piotek Holding Ltd., Piotek Holdings Ltd.(Cayman), Piotek (HK) Trading Limited Director (Corporate representative): Kinsus Investment, Pegavision Corp., |
1,069,795 |
| Chen, He- Xu |
Physics/Qinghua Univ. |
General Manager of Kinsus Interconnect Technology Corp., Production Manager of Motorola |
Chairman: Kinsus Interconnect Technology Corp. Director(Corporate representative): Pegavision Corp, FuYang Technology Corp. |
361,002 |
| Hua Xu Investment Rep.: Su, Yan-Xue |
Master of Industrial Engineering/Carnegie Mellon |
Chief Investment Officer of ASUSTEK Computer, Chief Investment Officer of PEGATRON Corp. |
Chairman: WYSE Research Inc. Director: KHL IV Venture Capital Corporation, Eslite Foundation for Culture and Arts, Yongyu Investment Director (Corporate representative): Guang Dian Cinema, Kinsus Interconnect Technology Corp. Independent Director: TXC Corporation, Zhong Yang Technology Co., Ltd. |
58,233,091 |
| Hua Xu Investment Rep: Wu, Xiang- Xiang |
M.B.A./Univ. of St.Thomas |
Deputy Chairman of OFCO Industrial Corp. |
Deputy General Manager of PEGATRON Corp. Director: Tong Hsing Electronics Industries, Ltd., The ESLITE Corporation Director (Corporate representative): Hua Wei Investment, Hua Yu Investment, Hua Xu Investment,Kinsus Investment |
55,556,221 |
10
| Supervisor: FuYang Technology Corp. |
||||
|---|---|---|---|---|
| Cheng, Zhong- Ren |
School of Law/Soochow Univ., PhD./Stanford University |
Dean&Professor/Law School of Shih Hsin Univ. |
Director: Kinsus Interconnect Technology Corp. Independent Director: Wistron Corporation Supervisor: Apex Material Technology Corp, Apacer Technology Inc., OTO Photonics Inc. |
0 |
List of independent director candidates (Total 3)
| Name | Education | Experience | Currently serving | Shareholding When Elected |
|---|---|---|---|---|
| Chen, Jin-Cai |
Graduate School/Tamkang Univ., M.P.A/Univ. of San Francisco |
President of Namchow Group |
Chairman: Win Semiconductors Corp., Chainwin Agriculture and Animal Technology (Cayman Islands) Ltd., Win-Win Venture Capital Co., Ltd. Assistant Chairman: Hiwin Technologies Corp. Director: Namchow (Thailnad), WIN Semi USA Inc., Hiwin (USA), Win Semiconductors Cayman Island Co., Ltd., Yong Ju (Thailand), ITEQ Corp., Jiangsu Chainwin Animal Technology LTD. Independent Director: Tong Hsing Electronics Industries, Ltd., Kinsus Interconnect Technology Corp. Supervisor: Inventec Solar Energy Corp., TAIPEI 101 |
0 |
| Reasons for Mr. Chen to be elected as an independent director for 3 consecutive terms: As Mr. Chen possesses profound knowledges in financial/accounting profession and the practical ability of corporate governance as well as well-running business, he is competent to contribute himself and benefit significantly to the Company. |
||||
| Huang, Chun- Bao |
Electrical Engineering/National Taipei Institute of |
President & GM of HAVIX ELECTRONICS |
President & GM: HAVIX ELECTRONICS CO., LTD. |
0 |
11
| Technology | CO., LTD. | Independent Director: Pegatron Corp., Kinsus Interconnect Technology Corp. |
||
|---|---|---|---|---|
| Reasons for Mr. Huang to be elected as an independent director for 3 consecutive terms: Mr. Huang is a very important consultant for the Company’s board of directors as he is experienced with the management of industry risk, performance evaluation and business administration. |
||||
| Wu, Hui- Huang |
Department of Electronics Engineering/NCTU |
Board Director& President of Universal Microelectronics Co., Ltd., Director of Taiwan Electrical and Electronic, Director of Taiwan Federation of Industry, Director of Taiwan Province Industry Association. |
Director: Taiwan Read Foundation Independent Director: Kinsus Interconnect Technology Corp., Universal Microelectronics Co., Ltd. Member of compensation committee: Merry Corp. Special Mergers and Acquisitions Committee Members: Merry Corp. |
|
| Reasons for Mr. Wu to be elected as an independent director for 3 consecutive terms: Not applicable. |
d. The election is to execute in accordance with the “The Rule for Director Election” of the Company.
Voting Results: The Chairman announced the elected directors as follows:
| Title | Shareholder’s No or Identification |
Name | Votes Received |
|---|---|---|---|
| Director | 9 | Guo, Ming-Dong | 221,146,270 |
| Director | 86726 | Tong,Zi-Xian | 221,084,634 |
| Director | 17 | Chen, He-Xu | 219,869,077 |
| Director | 3 | Hua Xu Investment Rep.: Su, Yan-Xue |
219,723,810 |
| Director | 1 | Hua Xu Investment Rep: Wu,Xiang-Xiang |
219,666,810 |
| Director | J10051**** | Cheng,Zhong-Ren | 219,572,560 |
| Independent Director | F10100**** | Chen, Jin-Cai | 195,639,583 |
| Independent Director | K12110**** | Huang, Chun-Bao | 195,566,004 |
| Independent Director | P10001**** | Wu, Hui-Huang | 195,396,775 |
12
- To release the newly by-elected directors from prohibition of non-compete (Proposed by the Board of Directors)
Explanatory Notes:
Pursuant to Article#209 of the Company Act, a director engaging either for himself or on behalf of another person, in the activities that are within the scope of the Company’s business shall report to and acquire an approval from the shareholders’ meeting. In the presumption that the newly-elected director’s behavior will not cause any harm to the Company, it is hereby proposed to release them from the prohibition of non-complete.
| Title | Name | CurrentConcurrent Duties |
|---|---|---|
| Director | Tong, Zi-Xian | Chairman: Pegatron Corp. (also the Executive CEO), Lumens Digital Optics Inc., Hua Wei Investment, Hua Yu Investment, Hua Xu Investment, Kinsus Investment, Pegavision Corp., Ri-Kuan Metal Corporation Director: Asrock Inc., Hua Yuan Investment, Hua Wei Investment, Hua Wei International, Ezhi Technologies, AS Fly Travel Service, Azurewave Technologies, Inc., FuYang Technology Corp., Pegatron Holding Ltd., Unihan Holding Ltd., Protek Global Holdings Ltd., Magnificent Brightness Ltd., Casetek Holdings Ltd., Casetek Holdings Limited (CAYMAN), Pegatron Holland Holding B.V., Digitek Global Holdings Ltd., AMA Holdings Ltd., Kinsus Corp.(USA), Powtek Holdings Limites, Cotek Holdings Limited, Grand Upright Technology Limited, Aslink Precision Co.,Ltd. |
| Director | Guo, Ming-Dong | Chairman: Kinsus Corp.(USA) Director: Kinsus Holding (Samoa) Limited, Kinsus Holding (Cayman) Limited, Piotek Holding Ltd., Piotek Holdings Ltd. (Cayman), Piotek (HK) Trading Limited Director (Corporate representative): Kinsus Investment, Pegavision Corp. |
| Director | Chen, He-Xu | Director (Corporate representative): Pegavision Corp., |
13
| FuYangTechnologyCorp. | ||
|---|---|---|
| Director | Hua Xu Investment Rep.: Su, Yan-Xue |
Chairman: WYSE Research Inc. Director: KHL IV Venture Capital Corporation, Yongyu Investment Independent Director: TXC Corporation, Zhong Yang Technology Co., Ltd. |
| Director | Hua Xu Investment Rep: Wu, Xiang- Xiang |
Director: Tong Hsing Electronic Inc., Ltd., The Eslite Corporation Director (Corporate representative): Hua Wei Investment, Hua Yu Investment, Hua Xu Investment, Kinsus Investment |
| Director | Cheng, Zhong-Ren | Independent Director: Wistron Corporation |
| Independent Director |
Chen, Jin-Cai | Chairman: Win Semiconductors Corp., Chainwin Agriculture and Animal Technology (Cayman Islands) Ltd., Win-Win Venture Capital Co., Ltd. Assistant Chairman: Hiwin Technologies Corp. Director: Namchow (Thailnad), WIN Semi USA Inc., Hiwin (USA), Win Semiconductors Cayman Island Co., Ltd., Yong Ju (Thailand), ITEQ Corp., Jiangsu Chainwin Animal Technology LTD. Independent Director: Tong Hsing Electronics Industries, Ltd. |
| Independent Director |
Huang, Chun-Bao | President & GM: HAVIX ELECTRONICS CO., LTD. Independent Director: Pegatron Corp. |
| Independent Director |
Wu, Hui-Huang | Independent Director: Universal Microelectronics Co., Ltd. |
14
Voting Results: The proposal is discussed and resolved faverable.
| Number of shares presented at the time of voting |
For | Against | Abstained | Invalid |
|---|---|---|---|---|
| 283,058,491 votes* (106,738,928 e-votes) |
264,240,732 votes* (88,168,216 e-votes) |
216,408 votes* (216,408 e-votes) |
18,601,351 votes* (18,354,304 e-votes) |
0 votes* |
| 100.00% | 93.35% | 0.08% | 6.57% | 0.00% |
*including e-votes (numbers in brackets)
-
IV. Other Questions and Motions
-
V. Adjournment
15
Attachment I
(Translation – In case of any discrepancy between the Chinese and English versions, the Chinese version shall prevail.)
2017 Business Report
1. 2017 Business Report
GDP in 2017 grew by 3.8% as market changed dramatically. Among them, semi-conductor market, which is the most related with the Group, grew by 22.2% while the growth rate of memory was 64%, accounted for as the important portion, 31%, among the semi-conductor products. However, semi-conductor memory market growth does not trigger the growth of packaging and substrate industries as the growth of memory eventually is driven by the rapid growing of 3D multi-layer memory chip. The growth trend of substrates used in high-end packaging, such as AP for telecom devise, CPU for server, and FPGA for automation and base station, seems relatively weak.
It is possible that many factors, such as the rising US interest rate in 2017, blockchain revolution, uncertain schedule of Fed’s reduction of its balance sheet, reducing monetary easing policy by major economies, US tax reduction policy, and the intense geopolitics situation in Asia, would influence global economy movement trend in near future.
Fortunately the most important momentum for electronic products and semi-conductors, i.e. AI+IoT=AIoT, is continuously developing and rapidly expanded. It is expected that AIoT will drive significantly the demand of semi-conductors and electronics.
The Company’s revenue in parent-company-only basis totaled to NT$16,286,034 thousand in 2017, decreased by 9.18% compared to NT$17,931,850 thousand in 2016. Net income in parentcompany-only basis was NT$491,676 thousand in 2017, decreased by 77.99% compared to NT$2,233,705 thousand in 2016. The Company’s consolidated revenue totaled to NT$22,335,486 thousand in 2017, decreased by 3.58% compared to NT$23,165,066 thousand in 2016. The consolidated net income was NT$335,322 thousand in 2017, decreased by 83.82% compared to NT$2,073,028 thousand in 2016. Main reasons for the reduction in profit are the production learning curve and huge startup expenditures of new HsinFong Factory. The delayed product release schedule and slower production learning curve contributes to the reduction in gross margin rate while the capital expenditures and related startup expenditures increased the operational expenses ratio. It can be expected that the two negative factors will impact less in 2018.
16
| (In Thousands of New Taiwan Dollars Except for Earnings Per Share) |
(In Thousands of New Taiwan Dollars Except for Earnings Per Share) |
(In Thousands of New Taiwan Dollars Except for Earnings Per Share) |
|
|---|---|---|---|
| Account (Inparent-company-onlybasis) |
2017 | 2016 | Growth Rate (%) |
| Operatingrevenues | 16,286,034 | 17,931,850 | -9.18% |
| Grossprofit | 3,077,973 | 4,709,722 | -34.65% |
| Operatingincome | 499,936 | 2,691,712 | -81.43% |
| Pre-tax income | 617,128 | 2,627,932 | -76.52% |
| Net income | 491,676 | 2,233,705 | -77.99% |
| Earningsper share(in NT$) | 1.10 | 5.01 |
(In Thousands of New Taiwan Dollars Except for Earnings Per Share)
| Account (In consolidated basis) |
2017 | 2016 | Growth Rate (%) |
|---|---|---|---|
| Operatingrevenues | 22,335,486 | 23,165,066 | -3.58% |
| Grossprofit | 4,162,724 | 5,750,545 | -27.61% |
| Operatingincome | 399,225 | 2,589,772 | -84.58% |
| Pre-tax income | 529,123 | 2,569,458 | -79.41% |
| Net income | 335,322 | 2,073,028 | -83.82% |
| Net income/loss attributable to: | |||
| Shareholders of theparent | 491,676 | 2,233,705 | |
| Non-controllinginterests | -156,354 | -160,677 | |
| Earningsper share(In NT$) | 1.10 | 5.01 |
2. Summary of 2018 business plan:
(1)Business Policy
Since the Company’s establishment, we have been upholding the principle of “Satisfying Customers and Pursuing for Excellence” as our business policy, developing leadership in technique to meet market demand, mastering new generation product demands, investing engineering resources to stay ahead, and striving for better profit to benefit our shareholders under the intense competition.
The Company has adjusted its product mix toward diversification to respond to the slowing IC substrate industry and stopping high-end semiconductors process market. In order to keep a growing trend and momentum for profitability, the Company has invested more resources on SiP module, server/CPU, memory and soft board module.
17
(2)2018 Expected Sales and Its Sources
For 2018, overall GDP will grow by 4.1%, which is better than 2017’s, according to a global survey. Semiconductor market will accordingly grow better than 2017 at 24%. Among them, the bigger portion of the growth are components related to AI, including server CPU, Imager processor GPU, senor control chip, memory, etc. The opportunity from application of automobile electronics, including assisted autopilot ADAS, automatic driving environment sensor, automatic driving learning algorithm processor, etc., will continuously grow but subordinated to AI’s.
Another opportunity is 5G telecom, which is one of the important interfaces to speed up IoT/AI, i.e. AIoT, ending applications. By providing huge amount of bandwidth, 5G telecommunication platform enables the transfer of huge amount of information and automation, information mining/analysis in an inexpensive way. Neural network constructed in AI application therefore can be implemented and influence and change human life in every aspect. However, 5G telecom can’t contribute to 2018 business performance since it is unable to turn into business until the end of 2018 while we will focus on related technique supports, control clients’ product developing status and preliminary layout efforts, which would be the success factors of subsequent growth.
(3)Significant Production and Marketing Policy
-
A. We will continuously invest research and development resources to support the diversified needs of consuming products and expand micro fine circuit manufacturing process production line. Also we will invest to meet the need of Fab 10 nm product process in order to obtain the market opportunities.
-
B. As the expanding scale in operation, we will continuously recruit the professional talent, import high quality systems and technology, and invest in automated production equipment to improve production yields in order to achieve the Company’s high-profit target.
-
C. The Company should try its best to catch the business opportunity of processor and memory.
3. Company development strategy
We will aim at application of slim substrates of ABF-FCBGA and memory and the techniques and products of SiP module and SLP module in short-term, keeping up with the elemental global semiconductor developing trend of continuously miniature line width, aperture, and thickness in medium term, and developing complicated structural technique of active/passive components and direct wafer bonding in long term. By these development strategies, we are confident that the Company will definitely sustain our competitiveness in product market as well as in the technique.
Chairman:
Chief Accountant:
CEO:
18
Attachment II
(Translation – In case of any discrepancy between the Chinese and English versions, the Chinese version shall prevail.)
Kinsus Interconnect Technology Corp.
Audit Committee’s Review Report
The Board of Directors has prepared the Company’s 2017 Business Report, Consolidated Financial Statements, Parent-company-only Financial Statements and the proposal for distribution of earnings. Among these documentation, the financial statements have been audited by the auditors, Ernst & Young, and the audit reports relating to the Financial Statements have been granted. The Business Report, Financial Statements, and earnings distribution proposal have been reviewed and determined to be fairly presented by the Audit Committee members of Kinsus Interconnect Technology Corp. According to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Law, we hereby submit the review report to the Company’s shareholders.
Kinsus Interconnect Technology Corp.
Chairman of the Audit Committee: Jin-Cxi Chen
January 29[th] , 2018
19
Attachment III
English Translation of an Audit Report Originally Issued in Chinese INDEPENDENT AUDITORS’ REPORT
To: the Board of Directors and Shareholders of Kinsus Interconnect Technology Corp.
Opinion
We have audited the accompanying parent-company-only balance sheets of Kinsus Interconnect Technology Corp. (the “Company”) as of December 31, 2017 and 2016, and the related parentcompany-only statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the parent-company-only financial statements, including the summary of significant accounting policies (together referred as “the parent-company-only financial statements”).
In our opinion, based on the results of our audits and the report of other auditors (please refer to the - Other Matter Making Reference to the Audit of a Component Auditor section of our report), the parent-company-only financial statements referred to above present fairly, in all material respects, the parent-company-only financial position of the Company as of December 31, 2017 and 2016, and their parent-company-only financial performance and cash flows for the years then ended, in conformity with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Parent-Company-Only Financial Statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China (the “Norm”), and we have fulfilled our other ethical responsibilities in accordance with the Norm. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of the most significance in our audit of parent-company-only financial statements for the year ended December 31, 2017. These matters were addressed in the context of our audit of the parent-company-only financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
20
English Translation of an Audit Report Originally Issued in Chinese
Revenue Recognition
We determine that revenue recognition is one of the key audit matters. The Company’s revenue amounting to NT$16,286,034 thousand for the year ended December 31, 2017 is a significant account to the Company’s financial statements. The Company has conducted these sale activities in multimarketplace, including Taiwan, China, USA, etc. Among these locations, it has established hubwarehouse for certain foreign customers’ convenience. Furthermore, variety of sale terms and conditions enacted in its main sale contracts or sale orders contributed to the complexity for the Company to decide the appropriate timing of transfer the risk of ownership and return of goods to the buyers. We therefore conclude that there are significant risks with respect to the topic of revenue recognition.
Our audit procedures therefore include, but not limit to, evaluating the properness of accounting policy for revenue recognition, assessing and testing the effectiveness of relevant internal controls related to revenue recognition, particularly those controls for shipment to or from foreign warehouses, obtaining major sale orders or agreements to inspect the terms and conditions, checking the consistency of the accounting for revenue recognition with sale agreement or orders, performing analytical review procedures on monthly sale revenues, and executing sale cut-off tests, etc.
We have also evaluated the appropriateness of the related disclosure in Note 6 to the financial statements.
Market valuation on Inventory
We determined the market valuation on inventory one of key audit matters in considering that the amount of inventory was significant and the assessment of sufficiency of inventory loss requires significant management judgement. The Company’s net inventory amounted to NT$1,255,598 thousand as of December 31, 2017. As the application market of substract, the Company’s main products, is characterized by rapid development in technology and the trend of consumers’ preference, management, in timely considering the status of new products development and the demand from clients, has to evaluate the loss due to market value decline as well as write-down on slow-moving inventories to their net realizable value. Our audit procedures therefore include, but not limit to, evaluating the Company’s policy with respect to assessment the loss from slow-moving inventory and phased-out items, (including identification method, testing the accuracy of inventory aging schedule, analysis on inventory movement), performing observation on the Company’s inventory physical-taking, and inspecting the current status of inventory usage, etc. We also assessed the adequacy of the inventory-related disclosures shown in the Note 5 and 6 to the parent-company-only financial statements.
21
English Translation of an Audit Report Originally Issued in Chinese
Other Matter – Making Reference to the Audit of a Component Auditor
We did not audit the financial statements of FuYang Technology Corp., an indirectly invested associate accounted for under the equity method by the Company. The financial statements of FuYang Technology Corp. as of December 31, 2017 and 2016, and for the years then ended were audited by other auditors, whose reports thereon have been furnished to us. Our audit, insofar as it related to the investment in the associate accounted for under the equity method amounting to NT$823,380 thousand and NT$432,689 thousand as of December 31, 2017 and 2016 representing 2.28% and 1.22% of the Company’s total assets, the related shares of income before tax from the associate under the equity method for the year then ended amounting to NT$(77,880) thousand and NT$(12,783) thousand representing (12.62)% and (0.49)% of the Company’s income before tax, and the related shares of other comprehensive income from the associate under the equity method for the years then ended amounting to NT$(19,180) thousand and NT$(4,528) thousand representing 25.22% and 2.31% of the other comprehensive income, are based solely on the audit reports of other auditors.
Responsibilities of Management and Those Charged with Governance for the Parent-CompanyOnly Financial Statements
Management is responsible for the preparation and fair presentation of the parent-company-only financial statements in accordance with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and for such internal control as management determines is necessary to enable the preparation of parent-company-only financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the parent-company-only financial statements, management is responsible for assessing the ability to continue as a going concern of the Company, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including audit committee, are responsible for overseeing the financial reporting process of the Company.
22
English Translation of an Audit Report Originally Issued in Chinese
Auditor’s Responsibilities for the Audit of the Parent-Company-Only Financial Statements
Our objectives are to obtain reasonable assurance about whether the parent-company-only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parentcompany-only financial statements.
As part of an audit in accordance with auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the parent-company-only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control of the Company.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability to continue as a going concern of the Company. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
23
English Translation of an Audit Report Originally Issued in Chinese
-
Evaluate the overall presentation, structure and content of the parent-company-only financial statements, including the accompanying notes, and whether the parent-company-only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent-company-only financial statements. We are responsible for the direction, supervision and performance of the company audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of 2017 parent-company-only financial statements and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Ernst & Young January 29[th] , 2018 Taipei, Taiwan, Republic of China
Notice to Readers
The accompanying parent-company-only financial statements are intended only to present the financial position, results of operations and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China on Taiwan and not those of any other jurisdictions. The standards, procedures and practice to audit such financial statements are those generally accepted and applied in the Republic of China on Taiwan
24
- - English Translation of Parent Company Only Financial Statements Originally Issued in Chinese
Kinsus Interconnect Technology Corp. Parent-Company-Only Balance Sheets As of December 31, 2017 and 2016
(Amounts Expressed in Thousands of New Taiwan Dollars)
| Assets | Assets | Assets | 2017 | 2017 | 2016 | 2016 | |||
|---|---|---|---|---|---|---|---|---|---|
| Code | Accounts | Notes | Amount | % | Amount | % | |||
| 1100 1110 1147 1150 1170 1180 1200 1210 1310 1410 1470 11XX 1550 1600 1780 1840 1915 1995 15XX 1XXX |
Current assets Cash and cash equivalents Financial assets at fair value through profit or loss Bond investments with no active market Notes receivable, net Accounts receivable, net Accounts receivable - related parties, net Other receivables Other receivables - related parties Inventories, net Prepayments Other current assets Total current assets Non-current assets Investment accounted for under equity method Property, plant and equipment, net Intangible assets, net Deferred tax assets Prepayment for equipment Other non-current assets Total non-current assets Total Assets |
4, 6(1) 4, 6(2) 4, 6(3) 4, 6(4) 4, 6(5) 4, 6(5), 7 7 4, 6(6) 4, 6(7) 4, 6(8), 9 4, 6(9) 4, 6(24) 4, 6(8), 9 6(10) |
$8,797,966 1,410,216 423,057 1,756 2,382,221 954 156,997 11,656 1,255,598 213,761 47,735 14,701,917 4,121,363 14,406,084 12,796 130,819 2,758,841 3,886 21,433,789 $36,135,706 |
24 4 1 - 7 - - - 4 1 - 41 11 40 - - 8 - 59 100 |
$9,833,450 2,839,333 423,057 3,030 2,513,446 33,730 243,431 314,027 1,318,258 73,942 29,811 17,625,515 3,778,285 11,947,782 5,208 9,593 2,133,188 3,838 17,877,894 $35,503,409 |
28 8 1 - 7 - 1 1 4 - - 50 10 34 - - 6 - 50 100 |
(The accompanying notes are an integral part of the parent-company-only financial statements.)
25
- - English Translation of Parent Company Only Financial Statements Originally Issued in Chinese
Kinsus Interconnect Technology Corp. Parent-Company-Only Balance Sheets (Continued) As of December 31, 2017 and 2016
(Amounts Expressed in Thousands of New Taiwan Dollars)
| ~~Liabilities and Equity~~ | ~~Liabilities and Equity~~ | ~~Liabilities and Equity~~ | 2017 | 2017 | 2016 | 2016 | |||
|---|---|---|---|---|---|---|---|---|---|
| Code | Accounts | Notes | Amount | % | Amount | % | |||
| 2100 2150 2170 2180 2200 2230 2300 21XX 2540 2570 2600 25XX 2XXX 3100 3110 3200 3300 3310 3320 3350 3400 3500 3XXX |
Current liabilities Short-term loans Notes payable Accounts payable Accounts payable - related parties Other payables Current income tax liabilities Other current liabilities Total current liabilities Non-current liabilities Long-term loans Deferred tax liabilities Other non-current liabilities Total non-current liabilities Total liabilities Capital Common stock Capital surplus Retained earnings Legal capital reserve Special reserve Unappropriated earnings Other components of equity Treasury Stock Total equity Total liabilities and equity |
6(11) 7 6(12), 7 4, 6(24) 6(13) 6(14), 8 4, 6(24) 4, 6(15), 6(16) 6(17) 6(17) 6(17) 6(17) |
$2,263,117 41,687 1,331,417 201,977 2,292,456 293,685 318,373 6,742,712 1,365,625 846 27,962 1,394,433 8,137,145 4,460,000 5,956,519 3,563,389 613 14,095,717 (77,677) - 27,998,561 $36,135,706 |
6 - 4 1 6 1 1 19 4 - - 4 23 12 16 10 - 39 - - 77 100 |
$1,277,100 43,498 1,074,861 207,877 2,414,819 469,126 324,358 5,811,639 788,700 351 33,009 822,060 6,633,699 4,460,000 5,939,819 3,340,018 - 15,163,371 (613) (32,885) 28,869,710 $35,503,409 |
4 - 3 1 7 1 1 17 2 - - 2 19 12 17 9 - 43 - - 81 100 |
(The accompanying notes are an integral part of the parent-company-only financial statements.)
26
- - English Translation of Parent Company Only Financial Statements Originally Issued in Chinese Kinsus Interconnect Technology Corp.
Parent-Company-Only Statements of Comprehenstve Income For the Years Ended December 31, 2017 and 2016
(Amounts Expressed in Thousands of New Taiwan Dollars, Except Earnings Per Share)
| Code | Accounts | Notes | 2017 | 2016 | 2016 | ||
|---|---|---|---|---|---|---|---|
| Amount | % | Amount | % | ||||
| 4000 5000 5900 6000 6100 6200 6300 6900 7000 7010 7020 7050 |
Operating revenues Operating costs Gross profit Operating expenses Selling General and administrative Research and development Operating expenses total Operating income Non-operating income and expenses Other income Other gains and losses Finance costs Share of profit or loss of subsidiaries, associates and joint ventures Non-operating income and expense total Income from continuing operations before income tax Income tax Net income Other comprehensive income (loss) Item that may not be reclassified subsequently to profit or loss Actuarial gain (loss) on defined benefit plains Items that may be reclassified subsequently to profit or loss Share of other comprehensive income (loss) of subsidiaries, associates and joint ventures Income tax related to items that may be reclassified subsequently to profit or loss Total other comprehensive income, net of tax Total comprehensive income Earnings per share - basic (in NT$) Earnings per share - diluted (in NT$) |
4, 6(19), 7 7 7 6(22), 7 6(22), 7 6(22), 7 4, 6(24) 6(23) 6(24) 6(24) |
$16,286,034 (13,208,061) 3,077,973 (347,294) (1,246,491) (984,252) (2,578,037) 499,936 199,082 45,375 (39,078) (88,187) 117,192 617,128 (125,452) 491,676 1,004 (77,064) - (76,060) $415,616 $1.10 $1.10 |
100 (81) 19 (2) (8) (6) (16) 3 1 - - - 1 4 (1) 3 - - - - 3 |
$17,931,850 (13,222,128) 4,709,722 (204,559) (859,383) (954,068) (2,018,010) 2,691,712 155,185 8,391 (27,776) (199,580) (63,780) 2,627,932 (394,227) 2,233,705 (959) (234,931) 39,834 (196,056) $2,037,649 $5.01 $4.95 |
100 (74) 26 (1) (5) (5) (11) 15 1 - - (1) - 15 (3) 12 - (1) - (1) 11 |
|
| 7070 | |||||||
| 7900 7950 8200 8300 8310 8311 8360 8370 8399 8500 9750 9850 |
(The accompanying notes are an integral part of the parent-company-only financial statements.)
27
- - English Translation of Parent Company Only Financial Statements Originally Issued in Chinese
Kinsus Interconnect Technology Corp.
Parent-Company-Only Statements of Changes in Equity
For the Years Ended December 31, 2017 and 2016
(Amounts Expressed in Thousands of New Taiwan Dollars)
| Items | Capital | Capital Surplus | Retained Earnings | Retained Earnings | Other Components of equity |
Treasury Stock |
Total Equity |
||
|---|---|---|---|---|---|---|---|---|---|
| Legal Reserve | Special Reserve |
Unappropriated Earnings |
Exchange differences arising on translation of foreign operations |
||||||
| Code | 3100 | 3200 | 3310 | 3320 | 3350 | 3410 | 3500 | 3XXX | |
| A1 B1 B5 D1 D3 D5 A1 B1 B3 B5 C7 D1 D3 D5 N1 Z1 |
Balance as of January 1, 2016 Appropriation and distribution of 2015 earnings: Legal reserve Cash dividends - common shares Net income for 2016 Other comprehensive income (loss) for 2016 Total comprehensive income Balance as of December 31, 2016 Appropriation and distribution of 2016 earnings: Legal reserve Special reserve Cash dividends - common shares Change in associates and joint ventures accounted for using equity method Net income for 2017 Other comprehensive income (loss) for 2017 Total comprehensive income Share-based payment transactions Balance as of December 31, 2017 |
$4,460,000 - 4,460,000 - $4,460,000 |
$5,939,819 - 5,939,819 8,329 - 8,371 $5,956,519 |
$3,049,623 290,395 - 3,340,018 223,371 - $3,563,389 |
$- - - 613 - $613 |
$14,780,095 (290,395) (1,559,075) 2,233,705 (959) 2,232,746 15,163,371 (223,371) (613) (1,336,350) 491,676 1,004 492,680 $14,095,717 |
$194,484 (195,097) |
$(32,885) - (32,885) - 32,885 $- |
$28,391,136 - (1,559,075) 2,233,705 (196,056) 2,037,649 28,869,710 - - (1,336,350) 8,329 491,676 (76,060) 415,616 41,256 $27,998,561 |
| (195,097) | |||||||||
| (613) (77,064) |
|||||||||
| (77,064) | |||||||||
| $(77,677) | |||||||||
(The accompanying notes are an integral part of the parent-company-only financial statements.)
NOTE: The employees' bonuses of NT$80,693 and the directors' and supervisors' remuneration of NT$4,912 thousand for the year ended December 31, 2017 had been deducted from comprehensive income for the year ended December 31, 2017.
The employees' bonuses of NT$343,533 and the directors' and supervisors' remuneration of NT$20,911 thousand for the year ended December 31, 2016 had been deducted from comprehensive income for the year ended December 31, 2016.
28
English Translation of Parent-Company-Only Financial Statements Originally Issued in Chinese Kinsus Interconnect Technology Corp. Parent-Company-Only Statements of Cash Flows For the Years Ended December 31, 2017 and 2016
(Amounts Expressed in Thousands of New Taiwan Dollars)
| Code | Items | 2017 | 2016 | Code | Items | 2017 | 2016 |
|---|---|---|---|---|---|---|---|
| AAAA A10000 A20000 A20010 A20100 A20200 A20300 A20400 A20900 A21200 A21900 A22300 A22500 A23800 A30000 A31110 A31130 A31150 A31160 A31180 A31190 A31200 A31230 A31240 A32130 A32150 A32160 A32180 A32210 A32230 A32240 A33000 A33100 A33100 A33300 A33500 AAAA |
Cash flows from operating activities: Net income before tax Adjustments: Profit or loss not effecting cash flows: Depreciation Amortization Bad debt expense (gain on recovery) Net loss (gain) of financial assets (liabilities) at fair value through profit or loss Interest expense Interest income Share of profit or loss of subsidiaries, associates and joint ventures Loss on disposal of property, plant and equipment Gain on reversal of impairment loss Changes in operating assets and liabilities: Financial Assets at fair value through profit or loss Notes receivable Accounts receivable Accounts receivable - related parties Other receivable Other receivable - related parties Inventories Prepayment Other current assets Notes payable Accounts payable Accounts payable - related parties Other payable Advance receipts Other current liabilities Net pension liability under defined benefit plan Cash generated from operations Dividend received Interest received Interest paid Income tax paid Net cash provided by (used in) operating activities Cost of share based payment |
$617,128 2,343,599 23,069 (29,010) (6,700) 39,078 (52,634) 8,371 88,187 4,092 (17,100) 1,435,817 1,274 160,235 32,776 86,230 302,371 62,660 (139,819) (17,924) (1,811) 256,556 (5,900) (181,486) (1,507) 535 (4,043) |
$2,627,932 2,259,944 19,197 4,289 (10,159) 27,776 (62,885) - 199,580 451 17,100 695,568 (1,195) 402,904 (11,971) 37,350 (306,538) (509) 41,202 42,427 (6,336) 25,559 (221,000) (262,715) 760 (3,040) (4,098) |
BBBB B01800 B02700 B02800 B03800 B04500 BBBB CCCC C00100 C01600 C01700 C03000 C04500 C05100 CCCC EEEE E00100 E00200 |
Cash flows from investing activities: Acquisition of investment accounted for under equity method Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Decrease (increase) in refundable deposits Acquisition of intangible assets Net cash provided by (used in) investing activities Cash flows from financing activities: Increase in (repayment of) short-term loans Increase in long-term loans Repayment of long-term loans Increase in guarantee deposits received Payment of cash dividends Treasury stock purchased Net cash provided by (used in) financing activities Net Increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period |
(600,000) (5,356,287) 23 (48) (30,657) |
(602,000) (4,255,307) 241,776 (1,636) (14,536) (4,631,703) (554,166) 800,000 (303,111) 2,000 (1,559,075) - (1,614,352) (1,165,453) 10,998,903 $9,833,450 |
| (5,986,969) | |||||||
| 986,017 870,000 (298,088) - (1,336,350) 32,885 |
|||||||
| 254,464 | |||||||
| (1,035,484) 9,833,450 |
|||||||
| $8,797,966 | |||||||
| 5,004,044 | 5,511,593 | ||||||
| 100,000 52,838 (38,237) (421,624) |
- 63,584 (27,984) (466,591) |
||||||
| 4,697,021 | 5,080,602 | ||||||
(The accompanying notes are an integral part of the parent-company-only financial statements.)
29
English Translation of Financial Statements and a Report Originally Issued in Chinese
MANAGEMENT REPRESENTATION LETTER
The entities that are required to be included in the combined financial statements of Kinsus Interconnect Technology Corp. as of December 31, 2017 and for the year then ended under the Criteria Governing the Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises are the same as those included in the consolidated financial statements prepared in conformity with the International Financial Reporting Standard No. 10, “Consolidated Financial Statements.” In addition, the information required to be disclosed in the combined financial statements is included in the consolidated financial statements. Consequently, Kinsus Interconnect Technology Corp. and Subsidiaries do not prepare a separate set of combined financial statements.
Very truly yours,
Kinsus Interconnect Technology Corp.
By
Guo, Ming-Dong Chairman January 29[th] , 2018
30
English Translation of Financial Statements and a Report Originally Issued in Chinese INDEPENDENT AUDITORS’ REPORT
To: the Board of Directors and Shareholders Kinsus Interconnect Technology Corp.
Opinion
We have audited the accompanying consolidated balance sheets of Kinsus Interconnect Technology Corp. and subsidiaries (the “Company”) as of December 31, 2017 and 2016, and the related consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including the summary of significant accounting policies (together referred as “the consolidated financial statements”).
In our opinion, based on our audits and the reports of other auditor (please refer to the Other Matter – Making Reference to the Audit of a Component Auditor section of our report), the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2017 and 2016, and its consolidated financial performance and cash flows for the years then ended, in conformity with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed by Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China (the “Norm”), and we have fulfilled our other ethical responsibilities in accordance with the Norm. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of 2017 consolidated financial statements. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
31
English Translation of Financial Statements and a Report Originally Issued in Chinese
Revenue Recognition
We determine that revenue recognition is one of the key audit matters. The Company’s consolidated revenue amounting to NT$22,335,486 thousand for the year ended December 31, 2017 is a significant account to the Company’s consolidated financial statements. The Company has conducted these sale activities in multi-marketplace, including Taiwan, China, USA, etc. Among these locations, the Company has established hub-warehouse for certain foreign customers’ convenience. Furthermore, variety of sale terms and conditions enacted in the main sale contracts or sale orders contributed to the complexity for the Company to decide the appropriate timing of transfer the risk of ownership and return of goods to the buyers. We therefore conclude that there are significant risks with respect to the topic of revenue recognition. Our audit procedures therefore include, but not limit to, evaluating the properness of accounting policy for revenue recognition, assessing and testing the effectiveness of relevant internal controls related to revenue recognition, particularly those controls for shipment to or from foreign warehouses, obtaining major sale orders or agreements to inspect the terms and conditions, checking the consistency of the accounting for revenue recognition with sale agreement or orders, performing analytical review procedures on monthly sale revenues, and executing sale cutoff tests, etc. We have also evaluated the appropriateness of the related disclosure in Note 6 to the consolidated financial statements.
Market valuation on Inventory
We determined the market valuation on inventory one of key audit matters in considering that the amount of inventory was significant and the assessment of sufficiency of inventory loss requires significant management judgement. The Company’s net inventory amounted to NT$2,127,714 thousand as of December 31, 2017. As the application market of substract, the Company’s main products, is characterized by rapid development in technology and the trend of consumers’ preference, management, in timely considering the status of new products development and the demand from clients, has to evaluate the loss due to market value decline as well as write-down on slow-moving inventories to their net realizable value. Our audit procedures therefore include, but not limit to, evaluating the Company’s policy with respect to assessment the loss from slow-moving inventory and phased-out items, (including identification method, testing the accuracy of inventory aging schedule, analysis on inventory movement), perfroming observation on the Company’s inventory physical-taking, and inspecting the current status of inventory usage, etc. We also assessed the adequacy of the inventory-related disclosures shown in the Note 5 and 6 to the consolidated financial statements.
32
English Translation of Financial Statements and a Report Originally Issued in Chinese
Other Matter – Making Reference to the Audit of a Component Auditor
We did not audit the financial statements of FuYang Technology Corp., an invested associate accounted for under the equity method. The financial statements of FuYang Technology Corp. as of December 31, 2017 and 2016 and for the years then ended were audited by other auditors, whose reports thereon have been furnished to us. Our audit, insofar as it related to the investment in the associate accounted for under the equity method amounting to NT$823,380 thousand and NT$432,689 thousand as of December 31, 2017 and 2016 representing 1.95% and 1.05% of the Company’s consolidated total assets, the related shares of income before tax from the associate under the equity method for the years then ended amounting to NT$(77,880) thousand and NT$(12,783) thousand representing (14.72)% and (0.50)% of the Company’s consolidated income before tax, and the related shares of other comprehensive income from the associate under the equity method for the years then ended amounting to NT$(19,180) thousand and NT$(4,528) thousand representing 17.37% and 1.38% of the consolidated other comprehensive income, are based solely on the audit reports of other auditors.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed by Financial Supervisory Commission of the Republic of China and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the ability to continue as a going concern of the Company, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including audit committee or supervisors, are responsible for overseeing the financial reporting process of the Company.
33
English Translation of Financial Statements and a Report Originally Issued in Chinese
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control of the Company.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability to continue as a going concern of the Company. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
34
English Translation of Financial Statements and a Report Originally Issued in Chinese
-
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the accompanying notes, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of 2017 consolidated financial statements and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
We have audited and expressed an unqualified opinion on the parent-company-only financial statements of the Company as of and for the years then ended December 31, 2017 and 2016.
Ernst & Young January 29[th] , 2018 Taipei, Taiwan, Republic of China
Notices to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, results of operations and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to review such consolidated financial statements are those generally accepted and applied in the Republic of China.
35
English Translation of Consolidated Financial Statements Originally Issued in Chinese
Kinsus Interconnect Technology Corp. and Subsidiaries
Consolidated Balance Sheets
As of December 31, 2017 and 2016
(Amounts Expressed In Thousands of New Taiwan Dollars)
| Assets | Assets | Assets | 2017 | 2017 | 2016 | 2016 | |||
|---|---|---|---|---|---|---|---|---|---|
| Code | Accounts | Notes | Amount | % | Amount | % | |||
| 1100 1110 1147 1150 1170 1180 1200 1210 1310 1410 1470 11XX 1543 1550 1600 1780 1840 1900 1915 15XX 1XXX |
Current assets Cash and cash equivalents Financial assets at fair value through profit or loss Bond investments with no active market Notes receivable, net Accounts receivable, net Accounts receivable - related parties Other receivables Other receivables - related parties Inventories, net Prepayments Other current assets Total current assets Non-current assets Financial assets carried at cost Investment accounted for under equity method Property, plant and equipment, net Intangible assets Deferred income tax assets Other non-current assets Prepayment for equipment Total non-current assets Total Assets |
4, 6(1) 4, 6(2) 4, 6(3) 4, 6(5) 4, 6(6) 4, 6(6), 7 7 4, 6(7) 4, 6(4) 4, 6(8) 4, 6(9), 8,9 4, 6(10) 4, 6(26) 6(11), 7 4, 6(9), 9 |
$10,342,012 1,553,833 423,057 1,756 3,353,060 333,700 208,485 6,243 2,127,714 260,566 163,976 18,774,402 50,000 823,380 19,151,653 22,850 131,090 314,024 3,010,078 23,503,075 $42,277,477 |
24 4 1 - 8 1 - - 5 1 - 44 - 2 46 - - 1 7 56 100 |
$11,212,646 3,268,435 423,057 3,030 3,197,829 399,736 289,514 307,646 2,258,244 134,676 120,742 21,615,555 50,000 432,689 16,578,663 18,820 9,882 295,385 2,252,721 19,638,160 $41,253,715 |
27 8 1 - 8 1 1 1 5 - - 52 - 1 40 - - 1 6 48 100 |
(The accompanying notes are an integral part of the consolidated financial statements.)
36
English Translation of Consolidated Financial Statements Originally Issued in Chinese
Kinsus Interconnect Technology Corp. and Subsidiaries
Consolidated Balance Sheets-(Continued)
As of December 31, 2017 and 2016
(Amounts Expressed In Thousands of New Taiwan Dollars)
| Liabilities and Equity | Liabilities and Equity | Liabilities and Equity | 2017 | 2017 | 2016 | 2016 | |||
|---|---|---|---|---|---|---|---|---|---|
| Code | Accounts | Notes | Amount | % | Amount | % | |||
| 2100 2150 2170 2180 2200 2230 2300 21XX 2540 2570 2600 25XX 2XXX 31XX 3100 3110 3200 3300 3310 ~~3~~320 3350 3400 3500 36XX 3XXX |
Current liabilities Short-term loans Notes payable Accounts payable Accounts payable - related parties Other payables Current income tax liabilities Other current liabilities Total current liabilities Non-current liabilities Long-term loans Deferred income tax liabilities Other non-current liabilities Total non-current liabilities Total liabilities Equity attributable to shareholders of the parent Capital Common stock Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Other components of equity Treasury Stock Non-controlling interests Total equity Total liabilities and equity |
6(12) 7 6(13), 7 4, 6(26) 6(15) 6(16), 8 4, 6(26) 4, 6(17), 6(18) 6(19) 6(19) 6(19) 6(19) 6(19) |
$3,297,397 44,804 2,526,036 - 3,597,985 352,272 719,393 10,537,887 1,746,800 1,253 76,539 1,824,592 12,362,479 4,460,000 5,956,519 3,563,389 613 14,095,717 (77,677) - 1,916,437 29,914,998 $42,277,477 |
8 - 6 - 8 1 2 25 4 - - 4 29 11 14 8 - 33 - - 5 71 100 |
$2,228,478 48,092 2,126,485 16,059 3,021,801 510,591 688,291 8,639,797 1,508,390 631 90,128 1,599,149 10,238,946 4,460,000 5,939,819 3,340,018 - 15,163,371 (613) (32,885) 2,145,059 31,014,769 $41,253,715 |
6 - 5 - 7 1 2 21 4 - - 4 25 11 14 8 - 37 - - 5 75 100 |
(The accompanying notes are an integral part of the consolidated financial statements.)
37
English Translation of Consolidated Financial Statements Originally Issued in Chinese
Kinsus Interconnect Technology Corp. and Subsidiaries
Consolidated Statements of Comprehensive Income
For the Years Ended December 31, 2017 and 2016
(Amounts Expressed In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| Code | Accounts | Notes | 2017 | 2016 | 2016 | |
|---|---|---|---|---|---|---|
| Amount | % | Amount | % | |||
| 4000 5000 5900 6000 6100 6200 6300 6900 1310 7000 7010 7020 7050 7060 7900 7950 8200 8300 8310 8311 8360 8361 8370 8399 8500 8600 8610 8620 8700 8710 8720 9750 9850 |
Net revenue Cost of sale Gross profit Operating expenses Sales and marketing General and administrative Research and development Total operating expenses Operating income Non-operating incomes and expenses Other incomes Other gains and losses Finance costs Share of profit or loss of associates and joint ventures Total non-operating incomes and expenses Income before income tax Income tax expense Net income Other comprehensive income (loss) Item that may not be reclassified to profit or loss Actuarial gain (loss) from defined benefit plans Items that may be reclassified subsequently to profit or loss Exchange differences arising on translation of foreign operations Share of profit or loss of associates and joint ventures Income tax related to items that may be reclassified subsequently to P/L Total other comprehensive income, net of tax Total comprehensive income Net income (loss) attributable to: Shareholders of the parent Non-controlling interests Total comprehensive income (loss) attributable to: Shareholders of the parent Non-controlling interests Earnings per share - basic (In NT$) Earnings per share - diluted (In NT$) |
4, 6(21), 7 7 7 6(24), 7 6(24), 7 6(24), 7 4, 6(8) 4, 6(26) 6(25) 6(27) 6(27) |
$22,335,486 (18,172,762) 4,162,724 (706,746) (1,611,376) (1,445,377) (3,763,499) 399,225 237,046 49,878 (79,146) (77,880) 129,898 529,123 (193,801) 335,322 1,004 (92,241) (19,180) - (110,417) $224,905 $491,676 (156,354) $335,322 $415,616 (190,711) $224,905 $1.10 $1.10 |
100 (81) 19 (3) (7) (7) (17) 2 1 - (1) - - 2 (1) 1 - - - - - 1 2 (1) 1 2 (1) 1 |
$23,165,066 (17,414,521) 5,750,545 (509,185) (1,213,506) (1,438,082) (3,160,773) 2,589,772 195,672 (131,897) (71,306) (12,783) (20,314) 2,569,458 (496,430) 2,073,028 (959) (361,332) (4,528) 39,834 (326,985) $1,746,043 $2,233,705 (160,677) $2,073,028 $2,037,649 (291,606) $1,746,043 $5.01 $4.95 |
100 (75) 25 (2) (5) (7) (14) 11 1 (1) - - - 11 (2) 9 - (1) - - (1) 8 10 (1) 9 9 (1) 8 |
(The accompanying notes are an integral part of the consolidated financial statements.)
38
English Translation of Consolidated Financial Statements Originally Issued in Chinese
Kinsus Interconnect Technology Corp. and Subsidiaries
Consolidated Statements of Changes in Equity
For the Years Ended December 31, 2017 and 2016
(Amounts Expressed In Thousands of New Taiwan Dollars)
| Code | Items | Equity Attributable | to Shareholders of the | Parent | Non- controlling Interests |
Total Equity | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Capital | Capital Surplus | Retained Earnings | Others | Treasury Stock | Total | ||||||
| Legal Reserve | Special Reserve | Unappropriated Earnings |
Exchange differences arising on translation of foreign operations |
||||||||
| 3100 | 3200 | 3310 | 3320 | 3350 | 3410 | 3500 | 31XX | 36XX | 3XXX | ||
| A1 B1 B5 D1 D3 D5 A1 B1 B3 B5 C7 D1 D3 D5 N1 O1 Z1 |
Balance as of January 1, 2016 Appropriation and distribution of 2015 earnings: Legal reserve Cash dividends - common shares Net income (loss) for 2016 Other comprehensive income (loss) for 2016 Total comprehensive income Balance as of December 31, 2016 Appropriation and distribution of 2016 earnings: Legal reserve Special reserve Cash dividends - common shares Change in associates and joint ventures accounted for using equity method Net income (loss) for 2017 Other comprehensive income (loss) for 2017 Total comprehensive income Share-based payment transactions Changes in non-controlling interests Balance as of December 31, 2017 |
$4,460,000 - 4,460,000 - $4,460,000 |
$5,939,819 - 5,939,819 8,329 - 8,371 $5,956,519 |
$3,049,623 290,395 - 3,340,018 223,371 - $3,563,389 |
$- - - 613 - $613 |
$14,780,095 (290,395) (1,559,075) 2,233,705 (959) 2,232,746 15,163,371 (223,371) (613) (1,336,350) 491,676 1,004 492,680 $14,095,717 |
$194,484 (195,097) (195,097) (613) (77,064) (77,064) $(77,677) |
$(32,885) - (32,885) - 32,885 $- |
$28,391,136 - (1,559,075) 2,233,705 (196,056) 2,037,649 28,869,710 - - (1,336,350) 8,329 491,676 (76,060) 415,616 41,256 $27,998,561 |
$2,436,665 (160,677) (130,929) (291,606) 2,145,059 (156,354) (34,357) (190,711) (37,911) $1,916,437 |
$30,827,801 - (1,559,075) 2,073,028 (326,985) 1,746,043 31,014,769 - - (1,336,350) 8,329 335,322 (110,417) 224,905 41,256 (37,911) $29,914,998 |
(The accompanying notes are an integral part of the consolidated financial statements.)
39
English Translation of Consolidated Financial Statements Originally Issued in Chinese
Kinsus Interconnect Technology Corp. and Subsidiaries
Consolidated Statements of Cash Flows
For the Years Ended December 31, 2017 and 2016
(Amounts Expressed in Thousands of New Taiwan Dollars)
| Code | Items | 2017 | 2016 | Code | Items | 2017 | 2016 | |
|---|---|---|---|---|---|---|---|---|
| AAAA A10000 A20000 A20010 A20100 A20200 A20300 A20400 A20900 A21200 A21900 A22300 A22500 A23700 A30000 A31110 A31130 A31150 A31160 A31180 A31190 A31200 A31230 A31240 A31990 A32130 A32150 A32160 A32180 A32200 A32210 A32230 A32240 A33000 A33100 A33300 A33500 AAAA |
Cash flows from operating activities: Net income before tax Adjustments: Profit or loss not effecting cash flows: Depreciation Amortization Bad debt expense (gain on recovery) Net loss (gain) of financial assets (liabilities) at fair value through profit or loss Interest expense Interest income Share of profit or loss of subsidiaries, associates and joint ventures Loss on disposal of property, plant and equipment Impairment loss on non-finacial assets (gain on recovrty) Changes in operating assets and liabilities: Financial Assets at fair value through profit or loss Notes receivable Accounts receivable Accounts receivable - related parties Other receivable Other receivable - related parties Inventories Prepayment Other current assets Long-term prepaid rent Notes payable Accounts payable Accounts payable - related parties Other payable Provisions Advance receipts Other current liabilities Net pension liability under defined benefit plan Cash generated from operations Interest received Interest paid Income tax paid Net cash provided by (used in) operating activities Cost of share based payment |
$529,123 3,413,416 30,655 (29,065) (7,140) 79,146 (62,316) 8,371 77,880 5,847 (19,598) 1,721,742 1,274 (125,900) 66,036 80,053 301,403 130,530 (125,890) (41,639) 11,094 (3,288) 399,551 (16,059) 13,984 - 55,899 (652) (4,043) |
$2,569,458 3,464,017 31,215 6,531 (10,653) 71,306 (72,471) - 12,783 43,555 21,126 278,588 (1,195) 386,860 (150,827) 47,292 (305,565) 27,192 24,529 15,635 28,213 (7,392) 129,686 16,059 (369,201) (294) 59,442 (3,469) (4,098) 6,308,322 72,140 (72,842) (554,944) 5,752,676 |
BBBB B00700 |
Cash flows from investing activities: Disposal of bond investments with no active market Acquisition of investment accounted for under equity method Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Decrease (increase) in refundable deposits Acquisition of intangible assets Net cash provided by (used in) investing activities Cash flows from financing activities: Increase in (repayment of) short-term loans Increase in long-term loans Repayment of long-term loans Increase in guarantee deposits received Payment of cash dividends Treasury stock sold to emplayees Change in non-controlling interests Net cash provided by (used in) financing activities Effect of exchange rate changes Net Increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period |
- (479,422) (6,261,465) 239 (29,733) (34,980) |
5,055 (450,000) (4,761,567) 260,601 (4,813) (20,457) (4,971,181) (866,552) 800,000 (694,292) 7,273 (1,559,075) - - (2,312,646) (2,510) (1,533,661) 12,746,307 $11,212,646 |
|
| B01800 | ||||||||
| B02700 B02800 B03800 B04500 BBBB CCCC C00100 C01600 C01700 C03000 C04500 C05100 C05800 CCCC DDDD EEEE E00100 E00200 |
||||||||
| (6,805,361) | ||||||||
| 1,068,919 870,000 (595,038) (8,542) (1,336,350) 32,885 (37,911) |
||||||||
| (6,037) | ||||||||
| (61,870) | ||||||||
| (870,634) 11,212,646 |
||||||||
| $10,342,012 | ||||||||
| 6,490,414 | ||||||||
| 63,254 (78,328) (472,706) |
||||||||
| 6,002,634 | ||||||||
(The accompanying notes are an integral part of the parent-company-only financial statements.)
40
Attachment IV
(Translation – In case of any discrepancy between the Chinese and English versions, the Chinese version shall prevail.)
Kinsus Interconnect Technology Corp. Earnings Distribution Proposal
For The Year Ended December 31, 2017
| Item | Amount (In: NT$) |
|---|---|
| Beginning retained earnings Add: Other comprehensive income (loss) in 2017 -Actuarial gain/loss of defined benefit Add: Net profit after tax in 2017 Distributable earnings Less: 10% legal reserve Special reserve Cash dividend to shareholders (NT$1.5 per share) Subtotal Unappropriated retained earnings Total shares for dividend to be distributed Calculation: Paid-in capital: NT$4,460,000,000 |
$13,603,036,922 1,004,078 491,676,522 |
| 14,095,717,522 (49,167,652) (77,064,301) (669,000,000) |
|
| (795,231,953) | |
| $13,300,485,569 | |
| 446,000,000 |
Chairman: CEO: Chief Accountant:
1