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KINSUS Annual Report 2015

Jun 7, 2016

52304_rns_2016-06-07_0de89c2d-b7af-4ca4-b807-3653dedb6068.pdf

Annual Report

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Stock Code: 3189

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KINSUS INTERCONNECT TECHNOLOGY CORP. 2014 Annual Report

Notice to readers

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

Printed on March 31, 2016 Taiwan Stock Exchange Market Observation Post System: http://mops.twse.com.tw Annual Report is available at: http://www.kinsus.com.tw

English Translation of The Annual Report Originally Issued in Chinese

The inside cover of annual report

  1. The name, title, telephone number, and e-mail address of the spokesman or acting spokesman

(1) The Spokesman Name: Mu, Xian Jue Title: Senior Project Director of Planning Office Telephone number: 886-(03) 487-1919 EXT 6660 E-mail: [email protected]

(2) The Acting Spokesperson Name: Liu, Su Zhen Title: Senior Director of Finance Department Telephone number: 886-(03) 487-1919 EXT 5005 E-mail: [email protected]

  1. The address and telephone number of the Company's headquarters, branch offices, and factories

  2. Headquarter (Shilei Factory): No.1245, Zhonghua Rd., Xinwu Dist., Taoyuan City 327, Taiwan, R.O.C.

Telephone number: 886-(03) 487-1919 Qinghua Factory: No.810, Zhonghua Rd., Xinwu Dist., Taoyuan City 327, Taiwan, R.O.C. Telephone number: 886 (03) 487-1988 Xinfeng Factory: No.526, Sec. 2, Jianxing Rd., Xinfeng Township, Hsinchu County 304, Taiwan, R.O.C. Telephone number: 886-(03) 557-1799

  1. The name, address, e-mail address, and telephone number of the agency handling shares transfer

Name: Shareholder Services Department, KGI Securities Address: 5th Fl., No. 2, Sec. 1, Chongqing S. Rd., Zhongzheng Dist., Taipei City 100, Taiwan, R.O.C.

Website: https://www.kgieworld.com.tw Telephone number: 886-2-2389-2999

  1. The name of the certified public accountant who duly audited the annual financial report for the most recent fiscal year, and the name, address and telephone number of said person's accounting firm Names of certified public accountant: Huang, Yi Hui and Zhang, Zhi Ming Name of accounting firm: Ernst & Young Address: 9th Fl., No. 333, Sec. 1, Keelung Rd., Songshan Dist., Taipei City 105, Taiwan, R.O.C. Website: http://www.ey.com.tw Telephone number: 886-2-2757-8888

  2. The name of any exchanges where the company's securities are traded offshore, and the method by which to access information on said offshore securities NA

  3. The address of the Company's website http://www.kinsus.com.tw

English Translation of The Annual Report Originally Issued in Chinese

The contents of annual report

The contents of annual report The contents of annual report
Page
1.A report to the shareholders··········································· 1
2. A Company profile
(1) Date of Incorporation ········································································· 4
(2) A brief history of the Company ······························································ 4
3. A corporate governance report
(1) Organizational system ········································································ 6
(2) Information on the company's directors, supervisors, general manager, assistant
general managers, deputy assistant general managers, and the supervisors of all
the company's divisions and branch units ················································· 8
(3) The state of the Company's implementation of corporate governance·················· 22
(4) Information on CPA professional fees ······················································ 42
(5) Information on replacement of certified public accountant ····························· 42
(6) Where the Company's chairperson, general manager, or any managerial officer in
charge of finance or accounting matters has in the most recent year held a position
at the accounting firm of its certified public accountant or at an affiliated
enterprise of such accounting firm, the name and position of the person, and the
period during which the position was held ················································ 42
(7) Any transfer of equity interests and/or pledge of or change in equity interests
(during the most recent fiscal year or during the current fiscal year up to the date
of printing of the annual report) by a director, supervisor, managerial officer, or
shareholder with a stake of more than 10 percent during the most recent fiscal
year or during the current fiscal year up to the date of printing of the annual report· 42
(8) Relationship information, if among the Company's 10 largest shareholders any one
is a related party or a relative within the second degree of kinship of another········ 44
(9) The total number of shares and total equity stake held in any single enterprise by
the company, its directors and supervisors, managers, and any companies
controlled either directly or indirectly by the Company ································· 45
4. Information on capital raising activities
(1) Capital and shares ··········································································· 49
(2) Issuance of corporate bonds ································································· 55
(3) Issuance of preferred shares ································································· 55
(4) Issuance of global depository receipts ······················································ 55
(5) Issuance of employee share subscription warrants ········································ 56
(6) New restricted employee Shares ···························································· 56
(7) Mergers, acquisitions, and issuance of new shares due to acquisition of shares of
other companies ·············································································· 56
(8) Implementation of the Company's capital allocation plans ······························ 56

English Translation of The Annual Report Originally Issued in Chinese

5. An overview of operations
(1) A description of the business ······························································
(2) An analysis of the market as well as the production and marketing situation·········
(3) The number of employees employed for the 2 most recent fiscal years, and during
the current fiscal year up to the date of printing of the annual report, their average
years of service, average age, and education levels (including the percentage of
employees at each level) ···································································
(4) Disbursements for environmental protection ·············································
(5) Labor relations ···············································································
(6) Important contracts ··········································································
6. An overview of the Company's financial status
(1) Condensed balance sheets and statements of comprehensive income for the past 5
fiscal years ···················································································
(2) Financial analyses for the past 5 fiscal years ·············································
(3) Supervisors' or audit committee's report for the most recent year's financial
statement ·····················································································
(4) Financial statement for the most recent fiscal year·······································
(5) A parent company only financial statement for the most recent fiscal year, certified
by a CPA ·····················································································
(6) If the Company or its affiliates have experienced financial difficulties in the most
recent fiscal year or during the current fiscal year up to the date of printing of the
annual report, the annual report shall explain how said difficulties will affect the
company's financial situation ······························································
7. A review and analysis of the Company's financial position and
financial performance, and a listing of risks
(1) Financial position ············································································
(2) Financial performance ·······································································
(3) Cash flow ·····················································································
(4) The effect upon financial operations of any major capital expenditures during the
most recent fiscal year ····································································
(5) The Company's reinvestment policy for the most recent fiscal year, the main
reasons for the profits/losses generated thereby, the plan for improving
re-investment profitability, and investment plans for the coming year ···············
(6) The matters that the risks section shall analyze and assess during the most recent
fiscal year and as they stood on the date of printing of the annual report ············
(7) Other important matters ·····································································
8. Other items deserving special mention
(1) Information related to the Company's affiliates ··········································
Page
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· 76
· 77
· 82
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88
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· 88
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· 89
· 90
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91
· 91
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· 95
· 96

English Translation of The Annual Report Originally Issued in Chinese

Page

(2) The status of the Company carrying out a private placement of securities during
the most recent fiscal year or during the current fiscal year up to the date of
printing of the annual report ································································ 99
(3) Holding or disposal of shares in the Company by the company's subsidiaries
during the most recent fiscal year or during the current fiscal year up to the date
of printing of the annual report ····························································· 99
(4) Other matters that require additional description ·········································· 99
(5) Any of the situations listed in Article 36, paragraph 3, subparagraph 2 of the
Securities and Exchange Act, which might materially affect shareholders' equity
or the price of the Company's securities, occuring during the most recent fiscal
year or during the current fiscal year up to the date of printing of the annual report· 99

English Translation of The Annual Report Originally Issued in Chinese

1. A report to the shareholders

Dear Shareholders,

(1)Operating results for 2015

In 2015, the global economy kept in a very low atmosphere. The price of international oil and gas continuously drop significantly. The currucies of most countries except for USA were depreciated dramatically. The semiconductor market therefore was down impacted. Acceding to the statistics published by international research and consulting institution Gartner, 2015 global semiconductor revenues, including giant companies such as Intel, Qualcomm, Micon, drop by 1.9% from 2014.

In overviewing the development of global semiconductor industry, the growth in China market got lower in 2015. Also FED increased the interest rate starting from the fourth quarter 2015. In turn, the strong US Dollar raised the cost of computer or other electronic devices in Western Europe as well as in Japan. The consumers delay the need of upgrading their devices or turned to buy the ones with a lower price in the hope of saving their expenditures and costs. The shipment volumes of personal computer, tablet and smartphone were decreased significantly. And the global semiconductor was decreased slightly to US$333.7 billion with the negative effect of computer system system and slower-growth momentum for smartphone.

The parent-company-only revenues in 2015 were NT$17,827,251 thousand, reduced by 7.58% from 2014’s revenues of NT$19,290,237 thousand. The parent company only net incomes in 2015 were NT$2,903,952 thousand, reduced by 19.72% from 2014’s net incomes of NT$3,617,327 thousand. On the other hand, the Company’s consolidated revenues in 2015 were NT$23,061,311 thousand, reduced by 7.55% from 2014’s consolidated revenues of NT$24,943,834 thousand. The Company’s consolidated net incomes in 2015 were NT$2,729,526 thousand, reduced by 21.80% from 2014’s net incomes of NT$3,490,233 thousand. Fortunately, the parent company only revenues in 2015 fourth quarter have been recovered to above NT$5 billion, near to the historical record highest point. We expect that the Company’s performance can be back to the trend of growth.

(2)Summary of the business plan for FY2016

(A)Business Policy

Since our establishment, we have been upholding the principle of "Satisfying Customers, Pursuing of 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 under competition for the purpose of greater profit.

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English Translation of The Annual Report Originally Issued in Chinese

(B)Sales volume forecast and the basis

IoT, Automative and Cloud applications will continue to develop in 2016. The business opportunity for semiconductor can be expected to be prospective as a result. In addition, the promotion of mobile smart devices specification will continuously drive the demand for high-end processing of Wafer Foundry and Packaging & Testing. It is expected that the annual growth rate of production value for the national semiconductor industry in 2016 can be kept at a positive trend.

The developing applications in electronic /semiconductor industry include Autonomous Driving Assistant System, VR, Cloud computing IoT, etc. Although these technologies are not mature, the related market is a furutre star with huge size. According to the estimation made by Gartner, IoT devices will create a market size of 6.4 billion units in 2016 and furthermore will grow with an annual compound rate of 30%. The market opportunity is unlimited. Kinsus’ products, including SiP substrate, FCCSP substrate, High-density embedded substrate are exactly well-prepared for meeting the industrial developing trend.

However, we have to carefully watch that the ASP (average selling prices) of various mobile devices and IoT devices were decreased year by year, i.e. 3% drop in 2015 and estimated to be at least 5% in 2016. Unfortunately, the sale growth might be slowered down due to the negative trend of “high-end but low-price” even though the revenues of mobilephone semiconductor are stable attributed to the market rapidly being transferred to smartphone and 4G LTE.

(C)Other important production and sales policies

  • a.Continuously investing more in R&D in order to meet the demand of clients’ multi-demand and expanding the production line of micro wire. Along with the wafer fab 16/14 NM, we will move on to 10 nm product production in order to seize the market opportunity.

  • b.Concerning the expanding scale in operation, we will continuously invite professionals and introduce high-end system and skill, aggressively invest in automated production for better quality and profit.

  • c.Staying competitive in the way of maintaining partnerships with advanced chip design company, getting hold the latest market information, and completing the preparation of production process and capacity earlier.

(3)The Company's future development strategy

In 2016, portable, wearable device components of a micro-scale trend will continue. Accordingly the demand for related SiP substrate, FCCSP substrate, high-density embedded substrateis still

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English Translation of The Annual Report Originally Issued in Chinese

very strong. These are the substrate products needed to be applied in transferring the existing products to the end devices for VR, iCloud and IoT. The Company, in the future, will do its best to control the key opportunities in market. Also Kinsus will continue to adjust its market strategy in response to the market changes and to win business cases in order to share the performance results with its shareholders.

Sincerely Yours,

The Chairman and CEO Guo, Ming-Dong

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English Translation of The Annual Report Originally Issued in Chinese

2. A Company Profile

(1)Date of Incorporation: 9/11/ 2000

(2)A brief history of the Company

Year Milestones
2000/09 Founded with NT$2.5 billion capital and NT$12 billion paid-up capita.
Manufacturingmainlyin BGA relatedproducts.
2000/12 Cash capital increased by issuing new shares of NT$100 million with NT$1.3
billionpaid-upcapita after increase in total
2001/04 Cash capital increased by issuing new shares of NT$600 million with NT$1.9
billionpaid-upcapita after increase in total
2001/05 Started operations
2001/07 Be certified toQS 9000.
2001/12 Be certified to ISO 14000 - Environmental management
2002/06 Corporation wentpublic.
2002/11 Cash capital increased by issuing new shares of NT$100 million with NT$2
billionpaid-upcapita after increase in total
2003/03 Plant expansion to the 3rdfloor and the 4thfloor
2003/09 Listed for tradingin emergingmarkets
2003/12 Acquired the review by Industrial Science and Technology Committee on the
submissions of “Science and technology product or technology successful
development and marketketing”.
2004/06 Surplus capital increased by issuing new shares of NT$220 million with NT$2.22
billionpaid-upcapita after increase in total
2004/11 Listed on Taiwan Stock Exchange
2004/11 Plant built inQinghua: No.810,Zhonghua Rd.,Xinwu Dist.,Taoyuan City
2005/05 Operating performance ranked the 2nd, return on assets ranked 15th, return on equity
ratio ranked 31st, growth drive ranked 33rd, profitability ranked 38th, and business
revenue
ranked
355th
among
top
1000
manufacturing
companies
by
Commonwealth Magazine
2005/07 Surplus capital increased by issuing new shares of NT$378 million with
NT$2.598 billionpaid-upcapita after increase in total
2005/08 Cash capital increased by issuing new shares of NT$300 million with NT$2.898
billionpaid-upcapita after increase in total
2005/10 Plany bought at No.8, Qingnian Rd., Yangmei Dist., Taoyuan City 32661, Taiwan
(R.O.C.)
2006/05 Cash capital increased by issuing new shares of NT$500 million with NT$3.398
billion paid-up capita after increase in total
2006/05 Ranked 19th as Taiwan's most profitable companies by Commonwealth Magazine

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English Translation of The Annual Report Originally Issued in Chinese

2006/07 Ranked 89th as Taiwan's most profitable companies by Digital Time Business
among top 100 Taiwan Technology
2006/08 Surplus capital increased by issuing new shares of NT$492 million with NT$3.89
billion paid-up capita after increase in total
2006/11 Ranked 131stamong Asia’s top 150 with 14 Taiwan Enterprises listed by Business
Week Asia
2007/03 Be certified to ISO 14001 - Environmental management and OHSAS 18001
2007/05 Ranked No. 212 on business revenue by Commonwealth Magazine
2007/08 Surplus capital increased by issuing new shares of NT$464 million with NT$4.354
billion paid-up capita after increase in total
2008/05 Ranked 52ndon return on assets, 146thon equity ratio, 22ndon profitability, and
595thon business revenue among top 1000 manufacturing companies by
Commonwealth Magazine
2008/08 Surplus capital increased by issuing new shares of NT$106 million with NT$4.46
billion paid-up capita after increase in total
2009/05 Ranked 35thon profitability and 229thon business revenue among top 1000
manufacturing companies by Commonwealth Magazine
2010/05 Ranked 48thon profitability and 234thon business revenue among top 1000
manufacturing companies by Commonwealth Magazine
2010/08 InvestedPIOTEK COMPUTER (SUZHOU) CO., LTD.
2011/05 Ranked 115thon profitability and 192ndon business revenue among top 1000
manufacturing companies by Commonwealth Magazine
2012/05 Ranked 108thon profitability and 162ndon business revenue among top 1000
manufacturing companies by Commonwealth Magazine
2013/03 Bought plant at Xinfeng: No.526, Sec. 2, Jianxing Rd., Xinfeng Township, Hsinchu
County 304, Taiwan
2013/04 Being selected as 2012 Deloitte Asia Pacific top 500 high tech, high growth
enterprises
2013/05 Ranked 116thon profitability and 158thon business revenue among top 1000
manufacturing companies by Commonwealth Magazine
2014/05 Ranked 720thon market capitalization among top 1000 entrprises in China, Taiwan,
Hongkong, and Macau by Business Today.
2015/05 Ranked 139thon profitability and 56th on net profit by Commonwealth Magazine

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English Translation of The Annual Report Originally Issued in Chinese

3. A Corporate Governance Report

  • (1)Organizational system

  • (A)The Company's structure

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

Shareholders’
Meeting
Audit Committee
Board of
Compensation Directors
Committee Internal Audit
Office
Chairman
Chairman Office
CEO
Assistant CEO
R&D Division
General Manager
Sales
Substrate FPC Quality
Administration Financial R&D &
Business Business Control
Dept. Dept. Division. Marketing
Dept. Dept. Dept.
Dept.
----- End of picture text -----

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English Translation of The Annual Report Originally Issued in Chinese

(B)The tasks of its principal divisions

Dept. Job Description
Chief Executive
Officer (CEO)
1. Business planning and strategic planning
2. Company long-term development policy planning
3. Business monitoring, promoting and implementation
Assistant CEO Assisting the President to promote company's businesses.
Audit Office Identifying deficiencies in internal control system, assess the
effectiveness and efficiency of operations, and provide appropriate
improvement suggestions.
R&D Center Advanced product and technology research and development,
equipment automation,and buildingnewplants.
General Manager Responsible for business plan development, besiness performance
management and analysis, Investment analysis and benefit assessment,
cost reduction and control, business process automation and
improvement, annual budgeting, overseas business management,
promotion and performance evaluation in other important projects,
manufacturing capacity and standard work hours, rationalization of
personnel standards.
Administration
Dept.
Responsible for the planning and execution of human resource, general
affairs,envionmrntal andpurchasing.
Financial Dept. Responsible for finance and investment, annual budgeting, credit
control,and stocks services.
R&D Dept. Responsible for coordinating the product, design, development, and
facilityservices.
Sales&Marketing
Dept.
Responsible for the company's product sales and marketing.
Substrate
Business Dept.
Responsible for substrates related products manufacturing and work
objectives and effectiveness management, manufacturing cost control
analysis and improvement andproductionplanning.
FPC
Business Dept.
Responsible for COF related products manufacturing and work
objectives and effectiveness management、manufacturing cost control
analysis and improvement、andproductionplanning
Quality Control
Dept.
Responsible for the quality policy, objectives and systems developed
and implemented in order to meet customers’needs.

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English Translation of The Annual Report Originally Issued in Chinese

  • (2)Information on the company's directors, supervisors, general manager, assistant general managers, deputy assistant general managers, and the supervisors of all the company's divisions and branch units.

(A)Directors as of March 29, 2016

Title Nationality/Cou
ntry of Origin
Name Date
Elected
Term
(Years)
Date First Elected Shareholding When Elected Shareholding When Elected Current Shareholding Current Shareholding Spouse&Minor
Shareholding
Spouse&Minor
Shareholding
Shareholding by
Nominee
Arrangement
Shareholding by
Nominee
Arrangement
Experience(Education) Other
Position
Executives, Directors or
Supervisors
who are spouses or within two
degrees
of kinship
Executives, Directors or
Supervisors
who are spouses or within two
degrees
of kinship
Executives, Directors or
Supervisors
who are spouses or within two
degrees
of kinship
Shares % Shares % Shares % Shares % Title Name Relation
Chairman R.O.C Guo, Ming-Dong 2015.6.11 3 2000.9.1 1,179,795 0.26% 1,169,795 0.26% National Taipei Institute of Technology
President/UNICAP ELECTRONICS
Note 1
Director R.O.C Tong,Zi-Xian 2015.6.11 3 2000.9.1 200,000 0.04% 200,000 0.04% Computer and Communication Engineering /Taipei Tech
Chairman/PEGATRON Corp.
Note 2
Director R.O.C Lu, Jing 2015.6.11 3 2003.9.1 1,151,607 0.26% 1,141,607 0.26% Master of Industrial Engineering/Univ. of Iowa
Chungshan Institute of Science and Technology
Vice President/UNICAP ELECTRONICS
Note 3
Director R.O.C Hua Xu Investment Corp.
Rep. : Su, Yan-Xue
2015.6.11 3 2000.9.1 58,233,091 13.06% 58,233,091 13.06% Master of Industrial Engineering/Carnegie MellonUniv.
Chief Investment Officer/ASUSTEK ComputerIncorp.
Chief Investment Officer/PEGATRON Corp.
Note 4
Director R.O.C Su,Yan-Xue 2015.6.11 3 2009.6.16 as above as above
Director R.O.C Hua Xu Investment
Rep : Wu, Xiang-Xiang
2015.6.11 3 2000.9.1 55,556,221 12.46% 55,556,221 12.46% International Trade/Providence Univ.
M.B.A./Univ. of St.Thomas
Vice President/kun jian Consulting Co.,
Chief Investment Officer/PEGATRON Corp.
Note 5
Director R.O.C Wu,Xiang-Xiang 2015.6.11 3 2003.9.1 as above as above
Director R.O.C Zbeng,Zhong-Ren 2015.6.11 3 2003.9.1 School of Law/Soochow Univ.
PhD./Stanford University
Dean&Professor/Law School of Shih Hsin Univ.
Note 6
Independent
Director
R.O.C Chen, Jin-Cai 2015.6.11 3 2003.9.1 Graduate School/Tamkang Univ.
M.P.A/Univ. of San Francisco
President/Namchow Group
Note 7
Independent
Director
R.O.C Huang, Chun-Bao 2015.6.11 3 2003.9.1 Electrical Engineering/National Taipei Institute of
President& GM/HAVIX ELECTRONICS CO.,LTD.
Note 8
Independent
Director
R.O.C Wu, Hui-Huang 2015.6.11 3 2010.6.18 Board Director& President/UNIVERSAL
SCIENTIFIC INDUSTRIAL CO., LTD
Director/Taiwan Electrical and Electronic
Director/Taiwan Federation of Industry
Director/Taiwan Province IndustryAsso.
Note 9

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English Translation of The Annual Report Originally Issued in Chinese

Note 1 CEO Director: Pegavision Investment, Pegavision Corp, Kinsus Holding(Samoa) Limited, Kinsus Holding(Cayman) Limited, Piotek Holding
Ltd., Piotek Holdings Ltd.(Cayman).
Independent Director: TAIFLEX Scientific Corp., SilergyCorp.
Note 2 Chairman Pegatron Corp.(also the Executive CEO), Lumens Digital Optics Inc, Hua Wei Investment, Hua Xu Investment, Pegavision Investment,
Pegavision Corp., Casetek Holdings Limited,eslite Foundation for Culture and Arts,and Ri-Kuan Metal Corporation.
Director Ability Enterprise, Asrock Inc., Hua Yu Investment, Hua Yuan Investment, Hua Wei Investment, Hua Wei International, The Eslite
Spectrum Corporation, Eslite Corp., Ezhi Technologies, Inc., AS Fly Travel Service, Azurewave Technologies, Inc., Pegatron Holding
Ltd., Unihan Holding Ltd., Protek Global Holdings Ltd., Magnificent Brightness Ltd., Casetek Holdings Ltd., Pegatron Holland Holding
B.V.I., 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, Public Television Service, Ministry of
Culture National Performing Arts Center, CTS (China Television Service), Koo Medical Foundation, Lung Yingtai Cultural Foundation,
ASLINK PRECISION CO.,LTD.
Chairman Taipei Computer Association
Note 3 Assistant CEO Director of Piotek(HK)TradingLimited
Note 4 Chairman WYSE Research Inc.
Director Guang Dian Cinema,KHL IV Venture Capital Corporation,eslite Foundation for Culture and Arts.
Note 5 Director OFCO Industrial Corp.,Pegavision Investment.
Note 6 Professor Graduate Institute of Patent/National Taiwan Universityof Science and Technology
Director LOTES Co. Ltd.,Wistron Corporation.
Independent Director Wistron Corporation,eChem solutions Corp.
Supervisor ASUSTeK Computer Inc., Apacer TechnologyInc.
Note 7 Chairman Win Semiconductors Corp.
Assistant Chairman Hiwin Technologies Corp.
Director Namchow Chemical Iudustrail Co., Ltd., Inventec Solar Energy Corp., Namchow (BVI), Nan Xin International, Brotzeit German
restaurant and bar (ShangHai), . Tingyi (Cayman Islands), Namchow Oil, Namchow(Thailnad), WIN Semi USA Inc.,Win Semiconductors,
Cayman Island Co., Ltd.、WinMEMS Technologies Holdings Co., Ltd, Chowhao Trading(ShangHai), Tianjin Yoshi Yoshi Food Co., Ltd.,
Yong Ju(Thailand), Namchow Oil(Guang Zhou), Xin Sheng SanVenture Capital, Lucky Royal Co., Ltd., Namchow Management Co., Tian
Bo Co.,ITEQCorp., Inventec EnergyCorp.,
Independent Director TongHsingElectronucs Indstries Co.

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English Translation of The Annual Report Originally Issued in Chinese

Supervisor Dian Shui Lou Restaurant,INFOTEL Inc.,TAIPEI 101
Member of
compensation
committee
PlexBio Co., Ltd.
Note 8 Chairman & G/M HAVIX Electronics Co.,Ltd.
Note 9 Director Taiwan Read Foundation
Member of
compensation
committee
Merry Corp.

Major shareholders of the institutional shareholders

Name of the Company’s
institutional shareholder
Major Shareholders of
the Company’s institutional shareholder
Hua Wei Investment Pegatron Corp.(100.00%)
Hua Yu Investment Pegatron Corp.(100.00%)
Hua Xu Investment Pegatron Corp.(100.00%)

Major shareholders of the Company’s institutional shareholders

Name of major institutional
shareholders of the Company’s
institutional shareholder
Major Shareholders, if institutional, of
major institutional shareholders of
the Company’s institutional shareholder
PegatronCorp. AsustekComputer Incorporation(17.23%)

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English Translation of The Annual Report Originally Issued in Chinese

Professional qualifications and independence analysis of directors

Qualification
Name
(Remark 1)
Meet One of the Following Professional Qualification Requirements,
Together with at Least 5 Years Work Experience
Meet One of the Following Professional Qualification Requirements,
Together with at Least 5 Years Work Experience
Meet One of the Following Professional Qualification Requirements,
Together with at Least 5 Years Work Experience
Independence Criteria(Remark 2) Independence Criteria(Remark 2) Independence Criteria(Remark 2) Independence Criteria(Remark 2) Independence Criteria(Remark 2) Independence Criteria(Remark 2) Number of Other
Public Companies
in Which the
Individual is
Concurrently
Serving as an
Independent
Director
An Instructor or Higher
Position in a Department
of Commerce, Law,
Finance, Accounting, or
Other Academic
Department Related to
the Business Needs of the
Company in a Public or
Private Junior College,
College or University
A Judge, Public Prosecutor,
Attorney, Certified Public
Accountant, or Other
Professional or Technical
Specialist Who has Passed
a National Examination
and been Awarded a
Certificate in a Profession
Necessary for the Business
of the Company
Have Work
Experience in the
Areas of Commerce,
Law, Finance, or
Accounting, or
Otherwise Necessary
for the Business of
the Company
1 2 3 4 5 6 7 8 9 10
Guo, Ming-Dong - - YES V V V V V V V 2
Tong, Zi-Xian - - YES V V V V V V V -
Lu, Jing - - YES V V V V V V V -
Su, Yan-Xue - - YES V V V V V V V V V -
Wu, Xiang-Xiang - - YES V V V V V V -
Zheng, Zhong-Ren YES - YES V V V V V V V V V V 1
Chen, Jin-Cai YES - YES V V V V V V V V V V 1
Huang, Chun-Bao - - YES V V V V V V V V V V -
Wu, Hui-Huang - - YES V V V V V V V V V V -

Remark 1:The column will be adjusted as needed.

  • Remark 2:Please tick the corresponding boxes that apply to the directors or supervisors during the two years prior to being elected or during the term of office.

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

  • Not a director or supervisor of the Company or any of its affiliates. Not applicable in cases where the person is an independent director of the Company, its parent company, or any subsidiary in which the Company holds, directly or indirectly, more than 50% of the voting shares.

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

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

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

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

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English Translation of The Annual Report Originally Issued in Chinese

  1. Not a professional individual who is an owner, partner, director, supervisor, or officer of a sole proprietorship, partnership, company, or institution that provides commercial, legal, financial, accounting services or consultation to the Company or to any affiliate of the Company, or a spouse thereof. These restrictions do not apply to any member of the remuneration committee who exercises powers pursuant to Article 7 of the “Regulations Governing the Establishment and Exercise of Powers of Remuneration Committees of Companies whose Stock is Listed on the TWSE or Traded on the TPEx“.

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

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

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

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English Translation of The Annual Report Originally Issued in Chinese

(B)The general manager, assistant general managers, deputy assistant general managers, and the chiefs of all the Company's divisions and branch units

units units units units
As of March 29, 2016
Title Nationality/
Country of
Origin
Name Date Effective Shareholding Spouse &
Minor
Shareholding
Shareholding
by
Title Nominee
Experience(Education) Other
Position
Managers who are
Spouses
or Within Two Degrees
Shares % Shares % Shares % Title Name Relation
CSO R.O.C Tong, Zi-Xian 2014.11.01 200,000 0.04% Computer and Communication
Engineering /Taipei Tech
Chairman/PEGTRON Corp.
Page 8/Note 2
CEO R.O.C Guo, Ming-Dong 2000.09.11 1,169,795 0.26% National Taipei Institute of Technology
President/UNICAP ELECTRONICS
Page 8/Note 1
Assistant CEO R.O.C Lu, Jing 2000.09.11 1,141,607 0.26% Master of Industrial Engineering/Univ. of Iowa
Vice President/UNICAP Electronics
Page 8/Note 3
CTO R.O.C Zhang, Qian-Wei 2000.09.11 391,614 0.09% Mechanics/National Central Univ.
PCB Manager/MANZ Electronics
N/A
General Manager R.O.C Chen, He-Xu 2000.09.11 361,002 0.08% Physics/Qinghua Univ
Production Manger/Motorola
N/A
Senior Assistant GM R.O.C Huang, Geng-Fang 2005.08.01 314,875 0.07% Ta Hwa Univ. of Science&Technology
Senior Manager/MITAC Int'l Corp.
N/A
Senior Assistant GM R.O.C Yang, De-Sheng 2006.07.27 54,375 0.01% M.B.A/NCCU
Assistant VP/UNICAP Electronics
Chairman/
Qiao Yin Investment
Assistant GM R.O.C Lin, Zhi-Wei 2001.03.01 55,909 0.01% Material Science & Enginnering/Qinghua Univ.
QC Manager/AU Optronics Corp
N/A
Assistant GM R.O.C Huang, Sheng-Chuan 2015.02.01 Mechanical Engineering/Univ. of Cambridge
Senior Manager/UNICAP Electronics
N/A
Finance Supervisor R.O.C Liu, Su-Zhen 2010.08.01 19,400 0.00% M.B.A/National Central Univ.
Junior Manager/EY AccountingFirm
N/A

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English Translation of The Annual Report Originally Issued in Chinese

(C)Remuneration paid during 2015 to directors, the general manager, and assistant general manager

Unit: NT$’000

Title Name Remuneration Remuneration Remuneration Remuneration Remuneration Remuneration Remuneration Remuneration Ratio of Total
Remuneration
(A+B+C+D) to Net
Income (%)(Rmk11)
Ratio of Total
Remuneration
(A+B+C+D) to Net
Income (%)(Rmk11)
Relevant Remuneration Received byDirectors Who are Also Employees Relevant Remuneration Received byDirectors Who are Also Employees Relevant Remuneration Received byDirectors Who are Also Employees Relevant Remuneration Received byDirectors Who are Also Employees Relevant Remuneration Received byDirectors Who are Also Employees Relevant Remuneration Received byDirectors Who are Also Employees Relevant Remuneration Received byDirectors Who are Also Employees Relevant Remuneration Received byDirectors Who are Also Employees Relevant Remuneration Received byDirectors Who are Also Employees Relevant Remuneration Received byDirectors Who are Also Employees Relevant Remuneration Received byDirectors Who are Also Employees Relevant Remuneration Received byDirectors Who are Also Employees Ratio of Total
Compensation
(A+B+C+D+E+F+G) to
Net Income (%)(Rmk11)
Ratio of Total
Compensation
(A+B+C+D+E+F+G) to
Net Income (%)(Rmk11)
Compensation
Paid to
Directors from
an Invested
Company
Other than the
Company’s
Subsidiar
(Rmk12)
Base Compensation (A)
(Rmk.2)
Severance Pay (B) Bonus to Directors
(C)(Rmk.3)
Allowances(D)(Rmk.4) Salary, Bonuses, and
Allowances (E) (Rmk5)
Severance Pay (F)
Profit
Profit Sharing- Employee Bonus (G)
(Rmk6)
Exercisable Employee
Stock Options (H)
(Rmk7)
New Restricted
Employee Shares (I)
(Rmk13)
The
Company
Companies
in the
consolidated
financial
statements
(Rmk8)
The
Company
Companies
in the
consolidated
financial
statements
(Rmk8)
The
Company
Companies
in the
consolidated
financial
statements
(Rmk8)
The
Company
Companies
in the
consolidated
financial
statements
(Rmk8)
The
Compan
y
Companies
in the
consolidated
financial
statements
(Rmk8)
The
Compan
y
Companies
in the
consolidated
financial
statements
(Rmk8)
The
Compan
y
Companies
in the
consolidated
financial
statements
(Rmk8)
The Company Companies in
the consolidated
financial statements
(Rmk8)
The
Comp
any
Companies
in the
consolidated
financial
statements
(Rmk8)
The
Compa
ny
Companies
in the
consolidated
financial
statements
(Rmk8)
The
Compan
y
Companies
in the
consolidated
financial
statements
(Rmk8)
Cash Stock Cash Stock
Chairman Guo,Ming-Dong -
-

-

-

26,026
26,026 240 240 0.91% 0.91% 13,932 13,932 171 171 22,974 -
22,974
-
-
-
-
- 2.18% 2.18% N/A
Director Tong, Zi-Xian
Director Lu, Jing
Director Hua Xu Investment
Rep.: Su, Yan-Xue
Director Hua Xu Investment
Rep.:Wu, Xiang-Xiang
Director Zheng,Zhong-Ren
Independent
Director
Chen, Jin-Cai
Independent
Director
Huang, Chun-Bao
Independent
Director
Wu, Hui-Huang

Note:

1.Compensation to directors for 2015 had been approved in Board meeting on 2016/02/01 will be reported in shareolders’ meeting. As of now, details of the proportion as propsed above hadn’t been decided yet while it is estimated by the actual distribution rate in prior year. 2.The Severance Pay listed above is appropriated only. While, the actual payment was zero.

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English Translation of The Annual Report Originally Issued in Chinese

Range of Remuneration

Range of Remuneration Name of Directors Name of Directors Name of Directors Name of Directors
Total of(A+B+C+D) Total of(A+B+C+D+E+F+G)
The company (Remark 9) Companies in the
consolidated financial
statements(Remark10)
The company (Remark 9) Companies in the
consolidated financial
statements(Remark10)
Under NT$ 2,000,000 Zheng, Zhong-Ren
Chen, Jin-Cai
Huang, Chun-Bao
Wu, Hui-Huang
Zheng, Zhong Ren
Chen, Jin-Cai
Huang, Chun Bao
Wu, Hui-Huang
Zheng, Zhong Ren
Chen, Jin-Cai
Huang, Chun Bao
Wu, Hui-Huang
Zheng, Zhong Ren
Chen, Jin-Cai
Huang, Chun Bao
Wu, Hui-Huang
NT$2,000,000 ~ NT$5,000,000 Hua Xu Investment
Rep.: Su, Yan-Xue
Hua Yu Investment
Rep.: Wu, Xiang-Xiang
Hua Xu Investment
Rep.: Su, Yan-Xue
Hua Yu Investment
Rep.: Wu, Xiang-Xiang
Hua Xu Investment
Rep.: Su, Yan-Xue
Hua Yu Investment
Rep.: Wu, Xiang-Xiang
Hua Xu Investment
Rep.: Su, Yan-Xue
Hua Yu Investment
Rep.: Wu, Xiang-Xiang
NT$5,000,000 ~ NT$10,000,000 Guo, Ming-Dong
Tong, Zi-Xian
Lu, Jing
Guo, Ming-Dong
Tong, Zi-Xian
Lu, Jing
NT$10,000,000 ~ NT$15,000,000 Guo, Ming-Dong
Tong, Zi-Xian
Lu,Jing
Guo, Ming-Dong
Tong, Zi-Xian
Lu,Jing
NT$15,000,000 ~ NT$30,000,000
NT$30,000,000~ NT$50,000,000
NT$50,000,000 ~ NT$100,000,000
Over NT$100,000,000
Total 9 9 9 9

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English Translation of The Annual Report Originally Issued in Chinese

Remark:

  • 1.Board directos should be disclosed seperately(Corporation-stockholder and Representative should be marked),and the payment should be displayed in a consolidated amount. The board directors who also act as Chairman or GM should fill in the following Form (3-1) or (3-2).

  • 2.Refers to the latest pay which includes basic base compensatio, professional allowance, severance pay, and the other bonuses.

  • 3.Bonus to Directors had approved in board meeting before shareholder meeting.

  • 4.Refers to the consolidated allowances which include honorarium, special disbursement, and the other allowances. The allowances which include housing, cars, and the other vehicles should be listed the nature and the cost of asset on actual or market value. If accompanied with drivers, plese remarktheir payment excluded from personal payment.

  • 5.Refers to the consolidated remuneration received by directors who are also employees which include honorarium, special disbursement, and the other allowances. The allowances which include housing, cars, and the other vehicles should be listed the nature and the cost of asset on actual or market value. If accompanied with drivers, plese remarktheir payment excluded from personal payment.

  • 6.Refers to the consolidated remuneration received by directors who are also employees (GM, assistant GM, and the other managers) which include stock bonus and cash bonus should be listed the approved number in board meeting before shareholder meeting. If unable to forecast, take reference to the last year, and fill in the Form 1-3

  • 7.Refers to the directors who are also employees (GM, assistant GM, and the other managers) who had exercised employee stock option certificate (enexercised excluded) up to date should fill in this form and Form 15.

  • 8.Disposed the consolidated payment of our company and all the other companies in this report.

  • 9.The payment to all the board directors by our company would be disclosed.in the form of range of remuneration.

  • 10.The consolidated payment to all the board directors by our company and the other companies would be listed in the form of range of remuneration.

  • 11.The after-tax net profit refers to the one happened in personal or individual finacial statement in the latest year.

  • 12.a. This column should dispose the remuneration to the board directors from our affliates and the other investments.

  • b. The remuneration to the board directors from our affliates and the other investments should be includedin the column J and defined as other investment.

  • c. The remuneration received by directors refers to the one paid by other investment other than the Company’s Subsidiary in the positions of the board director, supervisor, or manager which include honorarium、special disbursement、and the other allowances.

  • 13.Refers to the directors who are also employees (GM, assistant GM, and the other managers) who had exercised restricted employee stock option should fill in Form15-1 and this form.

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English Translation of The Annual Report Originally Issued in Chinese

Remuneration of the general manager and assistant general managers

Unit: NT$’000

Ratio of Total Ratio of Total
Base Compensation (A)
(Rmk.2)
Severan ce Pay (B) Bonus an
Allowanc
d Special
e (Rmk.3)
Disposition of Net Earning(D)
(Rmk.4)

Remuneration
(A+B+C+D) to Net
Employee stock option
exercised
(Rmk.5)
Restricted Employee
stock
option (Rmk11)
Compensatio
n Paid to
Suervisors
Title Name Income %)(Rmk9) p
from an
Invested
Company
Other than
the
Company
’s Subsidiary
(Rmk.10)
The
Company
Companies
in
the
consolidated
financial
statements
(Rmk6)
The
Company
Companies
in
the
consolidated
financial
statements
(Rmk6)
The
Company
Companies
in
the
consolidated
financial
statements
(Rmk6)
The
Company
Companies in
the
consolidated
financial
statements
(Rmk6)
The
Company
Companies
in
the
consolidated
financial
statements
(Rmk6)
The
Company
Companies in
the
consolidated
financial
statements
(Rmk6)
The
Company
Companies in
the
consolidated
financial
statements
(Rmk6)
Cash Stock Cash Stock
CSO Tong, Zi-Xian 29,750 29,750 819 819 20,458 20,458 49,859 - 49,859 - 3.47% 3.47% - - - - N/A
CEO Guo, Ming-Dong
Assistant CEO Lu, Jing
CTO Zhang, Qian-Wei
General Manager Chen, He-Xu
Senior Assistant GM Huang, Geng-Fang
Senior Assistant GM Yang, De-Sheng
Assistant GM Lin, Zhi-Wei
Assistant GM Huang,Sheng-Chuan
  • *It is required to be disclosed for a position equivalent to the General Manager, Assistant General Manager (example: President, CEO, Exective supervior, etc.)

Note:

  • 1.The erning distribution in 2015 had been agreed in Board meeting held on Feb. 1, 2016 and will be proposed to stochholder meeting for final approval. As of the date, details of the remuneration proportion as propsed above had not been decided yet.

2.The retirement pay listed above is based on an accrual only while the actual payment was zero.

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English Translation of The Annual Report Originally Issued in Chinese

Range of Remuneration

Range of Remuneration Name of the general manager and assistant general managers Name of the general manager and assistant general managers
The company
(Rmk 7)
Companies in the consolidated
financial statements(Rmk8)
Under NT$2,000,000 - -
NT$2,000,000 ~ NT$5,000,000 - -
NT$5,000,000 ~ NT$10,000,000 Tong, Zi-Xian
Huang, Geng-Fang
Yang, De-Sheng
Lin, Zhi-Wei
Huang, Sheng-Chuan
Tong, Zi-Xian
Huang, Geng-Fang
Yang, De-Sheng
Lin, Zhi-Wei
Huang, Sheng-Chuan
NT$10,000,000 ~ NT$15,000,000 Guo, Ming-Dong
Lu, Jing
Zhang, Qian-Wei
Chen,He-Xu
Guo, Ming-Dong
Lu, Jing
Zhang, Qian-Wei
Chen,He-Xu
NT$15,000,000~NT$30,000,000 - -
NT$30,000,000 ~ NT$50,000,000 - -
NT$50,000,000 ~ NT$100,000,000 - -
Over NT$100,000,000 - -
Total 9 9

Remark:

  • 1.GM, assistant GM should be disclosed separately, and the payment should be displayed in a consolidation. The board directors who also act as Chairman or GM should fill in this form and the following Form (1-1) or (1-2).

  • 2.Refers to the latest pay of the GM, assistant GM which include basic base compensatio, professional allowance, and severance pay.

  • 3.Refers to the consolidated allowances of the GM, assistant GM which include honorarium, special disbursement, and the other allowances. The allowances which include housing, cars, and the other vehicles should be listed the nature and the cost of asset on actual or market value. If accompanied with drivers, plese remarktheir payment excluded from personal payment.

  • 4.Refers to the consolidated remuneration received by the GM, assistant GM who are which include stock bonus and cash bonus should be disposed the approved number in board meeting before shareholder meeting. If unable to forecast, take reference to the last year, and fill in the Form 1-3. The after-tax net profit refers to the one happened in personal or individual finacial statement in the latest year.

18

English Translation of The Annual Report Originally Issued in Chinese

  • 5.Refers to the the GM, assistant GM who had exercised employee stock option should fill in this form and Form15-1.

  • 6.Disposed the consolidated payment of our company and all the other companies in this report.

  • 7.The payment to all the GM, assistant GM by our company would be disclosed.in the form of range of remuneration.

  • 8.The payment to all the GM, assistant GM by our company and the other companies should be disclosed.in the form of range of remuneration.

  • 9.The after-tax net profit refers to the one happened in personal or individual finacial statement in the latest year.

  • 10.a. This column should dispose the remuneration to the GM, assistant GM from our affliates and the other investments.

  • b. The remuneration to the GM, assistant GM from our affliates and the other investments should be included in column and defined as other investment.

  • c. The remuneration received by GM, assistant GM from our subsidiaries and the other investments other than the Company’s in the positions of the board director, supervisor, or manager which include honorarium, special disbursement, and the other allowances.

  • 11.Refers to the directors who are also employees (GM, assistant GM, and the other managers) who had exercised restricted employee stock option should fill in Form15-1 and this form.

  • *The forms here are for the purpose of information disposal, not applicable for taxation if conflicts aroused with law.

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English Translation of The Annual Report Originally Issued in Chinese

The name of each individual and the corresponding remuneration amount

Unit: NT$’000

Unit: NT$’000
Title Name Stock Bonus Cash Bonus Total % of Net income (%)
Managers CSO Tong,Zi-Xian - 49,859 49,859 1.72%
CEO Guo,Ming-Dong
Assistant CEO Lu,Jing
CTO Zhang, Qian-Wei
General Manager Chen,He-Xu
Senior Assistant GM Huang,Geng-Fang
Senior Assistant GM Yang,De-Sheng
Assistant GM Lin,Zhi-Wei
Assistant GM Huang,Sheng-Chuan

Note:Compensation to employees for 2015 had been approved in Board meeting on 2016/02/01 and will be reported in shareolders’ meeting. As of now, details of the proportion as propsed above hadn’t been decided yet while it is estimated by the actual distribution rate in prior year.

Remark:

  • 1.Names and titles should be disclosed individually and the erning distribution may be disclosed in consolidation.

  • 2.The erning distribution for the managers approved in board meeting which include stock bonus and cash bonus will be estimated by the numbers given last year. The after-tax net profit refers to the one happened in personal or individual finacial statement in the latest year.

  • 3.Scope of application of the Manager is regualted by TWSE file No.0920001301 on March 27, 2003 and defined as:(1) President and equivalent rank (2) Vice President and equivalent rank (3) Junior President and equivalent rank (4) Financial Supervisor(5)Accounting Supervirsor(6) Other signed for management services and the rights of man.

  • 4.Board directors, GM and assistant GM who receive employee bonuses (including stock dividends and cash bonus) should fill in this form and Form1-2.

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English Translation of The Annual Report Originally Issued in Chinese

  • (D)Separately compare and describe total remuneration, as a percentage of net income stated in the parent company only financial reports or individual financial reports, as paid by this company and by each other company included in the consolidated financial statements during the past 2 fiscal years to directors, supervisors, general managers, and assistant general managers, and analyze and describe remuneration policies, standards, and packages, the procedure for determining remuneration, and its linkage to operating performance and future risk exposure

  • a.The ratio of total remuneration paid by the Company and by all companies included in the consolidated financial statements for the two most recent fiscal years to directors, supervisors, presidents and vice presidents of the Company, to the net income.

Unit: NT$’000
Year
Title
2015 2014
Total
remuneration
Total remuneration
to net income(%)
Total
remuneration
Total remuneration to
net income(%)
Director 26,266 0.90% 32,796 0.91%
GM and
Assistant GM
100,886 3.47% 91,246 2.52%
  • Note:Compensation to employees for 2015 had been approved in Board meeting on 2016/02/01 and will be reported in shareolders’ meeting. As of now, details of the proportion as propsed above hadn’t been decided yet while it is estimated by the actual distribution rate in prior year.

  • b.The ratios of remuneration paid to directors, presidents and vice presidents of the Company in the last two years, and the percentage to net income, in 2014 and 2015. The policy, standards, and portfolios for the payment of remuneration have been complied with the Company’s Article of Incorporation. The compensation to management employees is measured based on the employees’ personal achievements, contribution made to the business operation, and the market averages. The compensations to directors and management employees have been reviewed by the Company’s Compensation Committee, proposed to the Board of Directors and to be approved in annual stockholders’ meeting.

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English Translation of The Annual Report Originally Issued in Chinese

  • (3)The state of the Company's implementation of corporate governance

  • (A)The state of operations of the board of directors

A total of 6 (A) meetings of the Board of Directors were held in 2015. The attendance of directors was as follows:

Title Name (Remark 1) Attendance in
Person(B)
By
Proxy
Attendance Rate (%)
【B/A】(Remark 2)
Note
Chairman Guo, Ming-Dong 6 0 100%
Director Tong, Zi-Xian 6 0 100%
Director Lu, Jing 5 1 83%
Director Hua Xu Investment
Rep.:Su, Yan-Xue
5 1 83%
Director Hua Yu Investment
Rep.:Wu,Xiang-Xiang
6 0 100%
Director Zhang,Qian-Wei 6 0 100%
Independent
director
Chen, Jin-Cai 6 0 100%
Independent
director
Huang, Chun-Bao 5 1 83%
Independent
director
Wu, Hui-Huang 6 0 100%
Other mentionable items:
1. If there are circumstances referred to in Article 14-3 of the Securities and Exchange Act and
resolutions of the directors’ meetings objected to by independent directors or subject to qualified
opinion and recorded or declared in writing, the dates of the meetings, sessions, contents of motion,
all independent directors’ opinions and the company’s response should be specified: None
2. If there are directors’ avoidance of motions in conflict of interest, the directors’ names, contents of
motion, causes for avoidance and voting should be specified: None
3. Measures taken to strengthen the functionality of the board: The Board of Directors has established
an Audit Committee and a Remuneration Committee to assist the board in carrying out its various
duties.

Remark:

  • 1.Director or supervisor, who is an institutional shareholder and its representative, should be revealed of the names.

  • 2.(1)Supervisors resigning prior to the end of the year should be indicated in the notes column the date of resign. The actual attendance rate (%) is calculated based on the accumulation of attendance in Board meeting divided by the times of board meeting before his/her resigning.

  • (2)For any re-election of director/supervior, the old and the new one should be revealed with remarks and the actual attendance rate (%) based on the accumulation of attendance in board meeting divided by the times of board meeting after his/her election.

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English Translation of The Annual Report Originally Issued in Chinese

(B)The state of operations of the audit committee

A total of 5 (A) Audit Committee meetings were held in the previous period. The attendance of the independent directors was as follows:

Title Name Attendance in
Person (B)
By Proxy Attendance Rate
(%)【B/A】
(Remark)
Note
Independent
director
Chen, Jin-Cai 5 0 100%
Independent
director
Huang, Chun-Bao 4 1 80%
Independent
director
Wu, Hui-Huang 5 0 100%
Other mentionable items:
1. If there are the circumstances referred to in Article 14-5 of the Securities and Exchange Act and
resolutions which were not approved by the Audit Committee but were approved by two thirds
or more of all directors, the dates of meetings, sessions, contents of motion, resolutions of the
Audit Committee and the Company’s response to the Audit Committee’s opinion should be
specified: None
2. If there are independent directors’ avoidance of motions in conflict of interest, the directors’
names, contents of motion, causes for avoidance and voting should be specified: NA
3. Communications between the independent directors, the Company's chief internal auditor and
CPAs (e.g. the items, methods and results of audits of corporate finance or operations, etc.) The
independent directorsperiodicallyobtained reports from the chief internal auditors and CPAs.

Remark:

  • 1.Independent Director resigning before the end of the year should be indicated in the notes column date of release. The actual attendance rate (%) is calculated based on the accumulation of attendance in board meeting divided by the times of board meeting before his/her resigning.

  • 2.For any re-election of independent director, the old and the new one should be revealed with remarks and the actual attendance rate (%) based on the accumulation of attendance in board meeting divided by the times of board meeting after his/her election.

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English Translation of The Annual Report Originally Issued in Chinese

(C)The state of the company's implementation of corporate governance, any departure of such implementation from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies, and the reason for any such departure

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from “the Corporate
Governance Best-Practice
Principles for TWSE/TPEx Listed
Companies” and Reasons
Yes No Abstract Illustration
1.Does the company establish and disclose the Corporate
Governance
Best-Practice
Principles
based
on
“Corporate Governance Best-Practice Principles for
TWSE/TPEx Listed Companies”?
Yes “Code of practice for corporate governance” has
been exposed on the company Web site and
public observatories.
No obvious deviation
2.Shareholding structure & shareholders’ rights
(1)Does the company establish an internal operating
procedure to deal with shareholders’ suggestions,
doubts, disputes and litigations, and implement based
on the procedure?
(2)Does the company possess the list of its major
shareholders as well as the ultimate owners of those
shares?
(3)Does the company establish and execute the risk
management
and
firewall
system
within
its
conglomerate structure?
(4)Does the company establish internal rules against
insiders trading with undisclosed information?
Yes
Yes
Yes
Yes
(1)Spokesman system has been established
according to regulations and the will handle
related issues.
(2)The board directors and the shareholders
who hold more than 10%-owned holdings
will be declared in accordance with the
provisions of Declaration of Directors.
(3)According to the company “internal control
system”, “internal audit system” and other
related laws and regulations.
(4)According to the company “for possible
insider trading, operating procedures”, “code
of conduct” and other related laws and
regulations.
No obvious deviation
No obvious deviation
No obvious deviation
No obvious deviation

24

English Translation of The Annual Report Originally Issued in Chinese

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from “the Corporate
Governance Best-Practice
Principles for TWSE/TPEx Listed
Companies” and Reasons
Yes No Abstract Illustration
3.Composition and Responsibilities of the Board of
Directors
(1)Does the Board develop and implement a diversified
policy for the composition of its members?
(2)Does the company voluntarily establish other
functional
committees
in
addition
to
the
Remuneration Committee and the Audit Committee?
(3)Does the company establish a standard to measure the
performance of the Board, and implement it
annually?
(4)Does
the
company
regularly
evaluate
the
independence of CPAs?
Yes
Yes
Yes
No (1)Member diversification is considered by the
Board members.
(2)Functional commissions will be created in
order to meet the neeed of operating situation
of the company and other various.
(3)Will actively assessing relevant stipulations.
(4)Board in assessing the independence of
accountants
and
by
appointment
on
2015.12.31.
(1)No obvious deviation
(2)Will actively assessing the
need of Functional
commissions.
(3)Will actively assessing
relevant stipulations.
(4)No obvious deviation
4.Does the company establish a communication channel
and build a designated section on its website for
stakeholders, as well as handle all the issues they care
for in terms of corporate social responsibilities?
No Spokesman
system
has
been
established
according to regulations and the will handle
related issues.Aggresively assess to establish
zones of the interested on website.
Aggresively assess to establish
zones
of
the
interested
on
website.
5.Does the company appoint a professional shareholder
service agencyto deal with shareholder affairs?
Yes Companies entrust KGI stock agency to handle
the relevant Affairs of the Department.
No obvious deviation

25

English Translation of The Annual Report Originally Issued in Chinese

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from “the Corporate
Governance Best-Practice
Principles for TWSE/TPEx Listed
Companies” and Reasons
Yes No Abstract Illustration
6.Information Disclosure
(1) Does the company have a corporate website to
disclose both financial standings and the status of
corporate governance?
(2)Does
the
company
have
other
information
disclosure channels (e.g. building an English website,
appointing designated people to handle information
collection and disclosure, creating a spokesman
system,webcastinginvestor conferences)?
Yes
Yes
(1)The Company has set up a Chinese/English
website to disclose information regarding the
Company’s
financials,
business
and
corporate governance status.
(2)Spokesman system has been established.
(1)No obvious deviation
(2)No obvious deviation
7.Is there any other important information to facilitate a
better understanding of the company’s corporate
governance practices (e.g., including but not limited to
employee rights, employee wellness, investor relations,
supplier relations, rights of stakeholders, directors’ and
supervisors’ training records, the implementation of risk
management policies and risk evaluation measures, the
implementation of customer relations policies, and
purchasing insurance for directors and supervisors)?
Yes (1)The company in accordance with the relevant
statutes provide personnel regulations to
protect employees’ rights.
(2)Spokesman system and company website
have
been
established
to
keep
good
relationship witht the interests.
(3)Directors decree training are held as
regulated.
(4)Company crisis management policy、crisis
measurement standard and relevant customer
policy have been stipulated and put inot
practice.
(5)Companydirectors have been appropriated
No obvious deviation

26

English Translation of The Annual Report Originally Issued in Chinese

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from “the Corporate
Governance Best-Practice
Principles for TWSE/TPEx Listed
Companies” and Reasons
Yes No Abstract Illustration
liabilityinsurance.
8.Has the company implemented a self-evaluation report
on corporate governance or has it authorized any other
professional organization to conduct such evaluation? If
so, please describe the opinion from the Board, the
result of self or authorized evaluation, the major
deficiencies,suggestions,or improvements.
No Will aggressively do self-evaluation or entrust
professional institution to deliver the report on
relevant issues.
Will
aggressively
do
self-evaluation
or
entrust
professional institution to deliver
the report on relevant issues.

27

English Translation of The Annual Report Originally Issued in Chinese

(D)If the company has a compensation committee in place, the composition, duties, and operation of the compensation committee shall be disclosed

a.Professional Qualifications and Independence Analysis of Remuneration Committee Members

Title
(Remark 1)
Criteria
Name
Meets One of the Following Professional Qualification
Requirements, Together with at Least Five Years Work
Experience(Remark 1)
Meets One of the Following Professional Qualification
Requirements, Together with at Least Five Years Work
Experience(Remark 1)
Meets One of the Following Professional Qualification
Requirements, Together with at Least Five Years Work
Experience(Remark 1)
Independence Criteria
(Remark 2)
Independence Criteria
(Remark 2)
Independence Criteria
(Remark 2)
Independence Criteria
(Remark 2)
Independence Criteria
(Remark 2)
Independence Criteria
(Remark 2)
Independence Criteria
(Remark 2)
Independence Criteria
(Remark 2)
Number of Other
Public Companies
in Which the
Individual is
Concurrently
Serving as an
Remuneration
Committee
Member
Note
(Remark 3)
An instructor or
higher position in
a department of
commerce, law,
finance,
accounting, or
other academic
department related
to the business
needs of the
Company in a
public or private
junior college,
college or
university
A judge, public
prosecutor, attorney,
Certified Public
Accountant, or
other professional
or technical
specialist who has
passed a national
examination and
been awarded a
certificate in a
profession
necessary for the
business of the
Company
Has work
experience in the
areas of
commerce, law,
finance, or
accounting, or
otherwise
necessary for the
business of the
Company
1 2 3 4 5 6 7 8
Independent
Director
Chen, Jin-Cai Yes - Yes V V V V V V V V 0 N/A
Independent
Director
Huang, Chun-Bao - - Yes V V V V V V V V 0 N/A
Independent
Director
Wu, Hui-Huang - - Yes V V V V V V V V 1 N/A

Remark:

  • 1.Please fill columns for directors, independent directors, respectively, or others.

  • 2.Please tick the corresponding boxes that apply to a member during the two years prior to being elected or during the term(s) of office.

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

  • (2)Not a director or supervisor of affiliated companies. Not applicable in cases where the person is an independent director of the parent company, or any subsidiary in which the Company holds, directly or indirectly, more than 50% of the voting shares.

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English Translation of The Annual Report Originally Issued in Chinese

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

  • (4)Not a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of any of the persons in the preceding three sub-paragraphs.

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

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

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

  • (8) Not a person of any conditions defined in Article 30 of the Company Law.

  • 3.If the title is director, please state if it meets Securities dealer business premises on the provisions of article 6-5

29

English Translation of The Annual Report Originally Issued in Chinese

b.Attendance of Members at Remuneration Committee Meetings

(a)There are 3 members in the Remuneration Committee.

  • (b)Current member tenure: 2015/06/11-2018/06/10. A total of 3 (A) Remuneration Committee meetings were held in the previous period. The attendance record of the Remuneration Committee members was as follows:
Title Name Attendance in
Person(B)
By Proxy Attendance Rate (%)
【B/A】
Note
Convener Chen, Jin-Cai 3 0 100%
Committee Member Huang, Chun-Bao 2 1 67%
CommitteeMember Wu,Hui-Huang 3 0 100%
Other mentionable items:
1. If the board of directors declines to adopt or modifies a recommendation of the remuneration committee, it should specify the date of the
meeting, session, content of the motion, resolution by the board of directors, and the Company’s response to the remuneration committee’s
opinion (eg., the remuneration passed by the Board of Directors exceeds the recommendation of the remuneration committee, the
circumstances and cause for the difference shall be specified): N/A
2. Resolutions of the remuneration committee objected to by members or subject to a qualified opinion and recorded or declared in writing, the
date of the meeting,session,content of the motion,all members’ opinions and the response to members’ opinion should be specified: None.

Remark:

  • 1.Remuneration committee member resign before the end of the year should be indicated in the notes column date of release, the actual attendance rate (%) based on the accumulation of attendance in board meeting.

  • 2.If any Remuneration committee member re-election, the old and the new one should be revealed with remarks and the actual attendance rate (%) based on the accumulation of attendance in board meeting in the column.

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English Translation of The Annual Report Originally Issued in Chinese

(E)The state of the Company's performance of corporate social responsibilities

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from “the Corporate
Social Responsibility
Best-Practice Principles for
TWSE/TPEx Listed
Companies” and Reasons
Yes No Abstract Explanation
1. Corporate Governance Implementation
(1)Does the company declare its corporate social
responsibility policy and examine the results of the
implementation?
(2)Does the company provide educational training on
corporate social responsibility on a regular basis?
(3)Does
the
company
establish
exclusively
(or
concurrently) dedicated first-line managers authorized
by the board to be in charge of proposing the
corporate social responsibility policies and reporting
to the board?
(4)Does the company declare a reasonable salary
remuneration policy, and integrate the employee
performance appraisal system with its corporate
social responsibility policy, as well as establish an
effective reward and disciplinarysystem?
Yes
Yes
Yes
No (1)We have established the Corporate Social and
Environmental Responsibility Regulation and examine
regularly.
(2)Holding on-the-job training and Environmental Safety
training regularly.
(3)The charity activity is exercised by administration
department, which include donation to the metropolitan
Association of Police Friends, Firefighter Volunteer and
other minority groups.
(4)Company regularly conducts employee education and
training for enhancing corporate ethics. According to the
assessment results, reward or punishment will be given
along with for inspire growth altogether.
(1)No obvious deviation
(2)No obvious deviation
(3)Not submitting to the
Board yet
(4)No obvious deviation

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English Translation of The Annual Report Originally Issued in Chinese

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from “the Corporate
Social Responsibility
Best-Practice Principles for
TWSE/TPEx Listed
Companies” and Reasons
Yes No Abstract Explanation
2.Sustainable Environment Development
(1)Does the company endeavor to utilize all resources
more efficiently and use renewable materials which
have low impact on the environment?
(2)Does the company establish proper environmental
management systems based on the characteristics of
their industries?
(3)Does the company monitor the impact of climate
change on its operations and conduct greenhouse gas
inspections, as well as establish company strategies
for energy conservation and carbon reduction?
Yes
Yes
Yes
(1)Companies are implementing garbage classification and
recycling to reducing environmental impact.
(2)Establishing industrial characteristics of waste water and
air pollution prevention and control regulations and
exercise
by
environmental
safety
management
Department.
(3)Implementing Paperless offices, advocating for energy
saving in air conditioning in summer and turning off the
lights. Checking greenhouse gas emissions on a regular
basis, and obtaining the ISO 14064 certification.
Expanding the water resource recycle system to enhance
recycle rate to 30%.
(1)No obvious deviation
(2)No obvious deviation
(3)No obvious deviation
3.Preserving Public Welfare
(1)Does the company formulate appropriate management
policies and procedures according to relevant
regulations and the International Bill of Human
Rights?
(2)Has the company set up an employee hotline or
grievance mechanism to handle complaints with
appropriate solutions?
Yes
Yes
(1)The company shall submit work rules to the
LabourBureau for approval,and hold Labour Conference
based on 「Measures for the implementation of the」
quarterly and submit the report to Labor Bureau for
approval.
(2)HR suggestion boxes are available for suggestions to the
company.
(1)No obvious deviation
(2)No obvious deviation

32

English Translation of The Annual Report Originally Issued in Chinese

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from “the Corporate
Social Responsibility
Best-Practice Principles for
TWSE/TPEx Listed
Companies” and Reasons
Yes No Abstract Explanation
(3)Does the company provide a healthy and safe
working environment and organize training on health
and safety for its employees on a regular basis?
(4)Does the company setup a communication channel
with employees on a regular basis, as well as
reasonably inform employees of any significant
changes in operations that may have an impact on
them?
(5)Does the company provide its employees with career
development and training sessions?
(6)Does the company establish any consumer protection
mechanisms and appealing procedures regarding
research
development,
purchasing,
producing,
operating and service?
(7)Does the company advertise and label its goods and
services according to relevant regulations and
international standards?
(8)Does the company evaluate the records of suppliers’
impact on the environment and society before taking
on business partnerships?
Yes
Yes
Yes
Yes
Yes
Yes
(3)In compliance with ISO14001 and OHSAS18001
international standards. Safety management plan is
developed yearly, and carried out through meetings for
self-inspection and occupational safety and health
education training.
(4)HR suggestion boxes are available for suggestions to the
company. Significant impacts on the company's
operation will be issued in public timely.
(5)Company regularly conducts employee education and
training to enhance staff career development.
(6)Company does not supply products or service directly to
consumers. The operational staff will be responsible for
follow-up services. Company products are clearly
labeled.
(7)Yes.
(8)Adopting EICC Enterprise Scial Responsibility System
and implementing Green thinking through purchase
capacity. Prohibiting polluted materials expanding
purchase environment to protect products, prohibiting
use of materials from conflictingregions. Requestingthe
(3)No obvious deviation
(4)No obvious deviation
(5)No obvious deviation
(6)No obvious deviation
(7)No obvious deviation
(8)No obvious deviation

33

English Translation of The Annual Report Originally Issued in Chinese

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from “the Corporate
Social Responsibility
Best-Practice Principles for
TWSE/TPEx Listed
Companies” and Reasons
Yes No Abstract Explanation
(9)Do the contracts between the company and its major
suppliers include termination clauses which come into
force once the suppliers breach the corporate social
responsibility policy and cause appreciable impact on
the environment and society?
Yes suppliers to furnishing RoHS testing reports and the
garranty for products not to contain REACH SVHC.
The Company includes conflict-free-minerals in supplier
management system to exclude the materials production
nations and respects EICC ethic standards and accepting
the audit from its delegated parties. Complete
evaluations
are
completely
appropriated
before
collaborating with suppliers.
(9)Contracts are not stipulated to terminate or cancel at any
time
(9)It’s not stipulated that
the contract can be
suspended or terminated
at ny time.
4. Enhancing Information Disclosure
(1)Does the company disclose relevant and reliable
information
regarding
its
corporate
social
responsibility on its website and the Market
Observation Post System(MOPS)?
Yes (1)The corporate social responsibilities(CSR) are revealed
on its website and the Market Observation Post System
(MOPS)
(1)No obvious deviation
5. If the Company has established the corporate social responsibility principles based on “the Corporate Social Responsibility Best-Practice Principles for TWSE/TPEx
Listed Companies”, please describe anydiscrepancybetween the Principles and their implementation:No obvious deviation
6. Other important information to facilitate better understandingof the company’s corporate social responsibility practices:None
7. A clear statement shall be made below if the corporate social responsibilityreports were verified byexternal certification institutions: None

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English Translation of The Annual Report Originally Issued in Chinese

(F)The state of the company’s performance in the area of good faith management and the adoption of related measures

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from “the Ethical
Corporate Management
Best-Practice Principles for
TWSE/TPEx Listed Companies”
and Reasons
Yes No Abstract Illustration
1.Establishment of ethical corporate management policies
and programs
(1)Does the company declare its ethical corporate
management policies and procedures in its guidelines
and external documents, as well as the commitment
from its board to implement the policies?
(2)Does the company establish policies to prevent
unethical conduct with clear statements regarding
relevant
procedures,
guidelines
of
conduct,
punishment for violation, rules of appeal, and the
commitment to implement the policies?
(3)Does the company establish appropriate precautions
against high-potential unethical conducts or listed
activities stated in Article 2, Paragraph 7 of the
Ethical
Corporate
Management
Best-Practice
Principles for TWSE/TPEx Listed Companies?
Yes
Yes
Yes
(1) The “Code of conduct for Integrity” approved at
board meeting are revealed on its website and the
Market Observation Post System (MOPS)
(2)The “Code of conduct for Integrity” prohibits any
dishonest behavior and prevention programmes.
(3)The “Code of conduct for Integrity” stipulates the
scope in the prohibition of any dishonest behavior
and prevention programmes.
(1)No obvious deviation
(2)No obvious deviation
(3)No obvious deviation
2.Fulfill operations integrity policy
(1)Does the company evaluate business partners’ ethical
records and include ethics-related clauses in business
contracts?
(2)Does the companyestablish an exclusively (or
Yes
Yes
(1)The company evaluates business partners’ ethical
records and include ethics-related clauses in
business contracts
(2)HR should implement credit management,and
(1)No obvious deviation
(2)No obvious deviation

35

English Translation of The Annual Report Originally Issued in Chinese

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from “the Ethical
Corporate Management
Best-Practice Principles for
TWSE/TPEx Listed Companies”
and Reasons
Yes No Abstract Illustration
concurrently) dedicated unit supervised by the Board
to be in charge of corporate integrity?
(3)Does the company establish policies to prevent
conflicts
of
interest
and
provide
appropriate
communication channels, and implement it?
(4)Has the company established effective systems for
both accounting and internal control to facilitate
ethical corporate management, and are they audited
by either internal auditors or CPAs on a regular basis?
(5)Does the company regularly hold internal and
external
educational
trainings
on
operational
integrity?
Yes
Yes
Yes
exercises investigation when receiving any of the
acts referred to questioned, prosecutors to the
company. And the result will be published, if
necessary, through legal channels to seek
solutions.
(3)The”Code of Conduct for Integrity” is made as
the business
standard for
the employees,
contractors, suppliers, and business partners
(4)Sound corporate accounting and internal control
system, and audit plan is made and exercised by,
internal auditors every year.
(5)Company regularly conducts employee education
and training, including for businee ethical
business courses.
(3)No obvious deviation
(4)No obvious deviation
(5)No obvious deviation
3.Operation of the integrity channel
(1)Does the company establish both a reward or
punishment system and an integrity hotline? Can the
accused be reached by an appropriate person for
follow-up?
(2)Does the company establish standard operating
procedures for confidential reporting on investigating
accusation cases?
Yes
Yes
(1)“Employee reporting and complaint handling
procedures” is made for the protection of supplier
and employee reporting and complaint rights.
(2)“Employee reporting and complaint handling
procedures” is clearly stipulated the relevant
procedure and confidentiality.
(1)No obvious deviation
(2)No obvious deviation

36

English Translation of The Annual Report Originally Issued in Chinese

Evaluation Item Implementation Status Implementation Status Implementation Status Deviations from “the Ethical
Corporate Management
Best-Practice Principles for
TWSE/TPEx Listed Companies”
and Reasons
Yes No Abstract Illustration
(3)Does the company provide proper whistleblower
protection?
Yes (3)“Employee reporting and complaint handling
procedures” render protection to the petitioner
from any possible revenge.
(3)No obvious deviation
4.Strengthening information disclosure
(1)Does the company disclose its ethical corporate
management
policies
and
the results
of
its
implementation on the company’s website and
MOPS?
Yes (1)The”Code of Conduct for Integrity” has been
revealed
on
corporate
website.
(http://www.kinsus.com.tw)
(1)No obvious deviation
5.If the company has established the ethical corporate management policies based on the Ethical Corporate Management Best-Practice Principles for TWSE/TPEx
Listed Companies, please describe anydiscrepancybetween thepolicies and their implementation.:None
6.Other important information to facilitate a better understandingof the company’s ethical corporate managementpolicies: None

37

English Translation of The Annual Report Originally Issued in Chinese

  • (G)If the company has adopted corporate governance best-practice principles or related bylaws, disclose how these are to be searched.

Please refer to the Company’s website at http://www.kinsus.com.tw.

  • (H)Other significant information that will provide a better understanding of the state of the company's implementation of corporate governance:None

  • (I)The state of implementation of the company's internal control system

  • a.For a Statement on Internal Control: Please refer to page 47 of the Statement of internal control.

  • b.A CPA has been hired to carry out a special audit of the internal control system: None

  • (J)For the most recent fiscal year or during the current fiscal year up to the date of printing of the annual report, disclose any sanctions imposed in accordance with the law upon the company or its internal personnel, any sanctions imposed by the company upon its internal personnel for violations of internal control system provisions, principal deficiencies, and the state of any efforts to make improvements: None

  • (K)Material resolutions of a shareholders meeting or a board of directors meeting during the most recent fiscal year or during the current fiscal year up to the date of printing of the annual report.

a.Material resolutions of 2015 shareholders meeting (at June 11, 2015)

Item Date Major resolutions
Shareholders’
meeting
June 11, 2015 A. Approval of the 2014 business report and financial
statements:
Attending votes: 314,635,846
Favorable votes: 276,074,327
Unfavorable votes: 0
Abstention votes: 38,561,519
B. Approval of the distribution of 2014 retained earnings: (see
Table 1 below)
Attending votes: 314,635,846
Favorable votes: 276,545,327
Unfavorable votes: 0
Abstention votes: 38,090,519
Election of directors.(See Table 2 below.)

38

English Translation of The Annual Report Originally Issued in Chinese

C. Release new directors from prohibition of certain competitive oprations. Attending votes: 314,635,846 Favorable votes: 221,133,409 Unfavorable votes: 53,685,492 Ineffective votes: 0 Abstention votes: 39,816,945

Table 1

Kinsus Interconnect Technology Corporation 2014 Eranings Distribution Table

2014 Eranings Distribution Table
Item
Beginning retained earnings
Add: Other comprehensive income and loss - the impact of the
actuarial gains and losses of benefits
Add: Net profit after tax
Distritable earnings
Less: 10% Legal reserve
Shareholder cash dividend (NT$4/share)
Subtotal:
Ending unappropriated retained earnings
Employee compensation
Compensation to directors
Unit: NT$ Total
$10,397,560,506
15,709,446
3,617,326,677
14,030,596,629
(361,732,668)
(1,784,000,000)
(2,145,732,668)
$11,884,863,961
$545,679,473
$32,555,940

Table 2

New Directors Elected

Title Shareholder number Name Favorable Votes
Director 86726 Tung, Tzu-Hsien 248,798,745
Director 9 Guo, Ming-Dong 247,713,051
Director 11 Lu, Jing 247,589,856
Director 3 Hua Xu Investment Co., Ltd.
(Representative: Su, Yan-Xue)
194,959,048
Director 1 Hua Yu Investment Co., Ltd.
(Representative: Wu, Xiang-Xiang)
194,835,853
Director J10051**** Cheng, Chung-Jen 193,750,159
Independent
Director
F10100**** Chen, Jin-Cai 189,502,500
Independent K12110**** Huang, Chun-Bao 188,800,500

39

English Translation of The Annual Report Originally Issued in Chinese

Director
Independent
Director
P10001**** Wu, Hui-Huang 188,800,500

Note: The term of new directors is from June 11, 2015 to June 10, 2018.

b.Material resolutions of a board of directors meeting

Date of
board meeting
Major resolutions
2015/02/09 1. 2014 Business report, financial report, and concoilidated financial report
2. 2014 Earning Distribution
3. Delegation of new manager
4. 2014 representation letter for effectiveness on internal control structure
5. Election for all directors
6. Nomination of independent director candidates
7. Release directors to be from prohibition in competing operations
8. The 2015 annual shareholders’ meetingconvened and related matters
2015/04/27 1. Review the qualification of independent directors
2. Amend “Code of Conduct”
3. Amend“Integrity on Business Practice”
4. Amend“Practical Guidance for Corporate Governance”
5. Amend“Practical Guidance for Enterprise Social Responsibility”
6. Amend“Application and Guidance for DoingBusiness with Integrity”
2015/06/11 1. Election of chairman
2. Delegation of Compensation Committee
2015/07/27 1. Determine the measurement date for 2014 distribution of dividend
2. Distribution of 2014 compensation to directors
3. Propose the 2015 adjustment on managers’compensations
4. Determine the amounts of employee compensation for managers
5. Resolve the addition and continuance of bank facility
6. Approve the endorsement for KINSUS INTERCONNECT TECHNOLOGY
(SUZHOU) CORP.
7. Acquisition of real estate
8. Approval for the second re-purchase of treasury stock for transferring to
emloyees
2015/10/26 1. Admission for acquiring real estate
2. Approve the acquisition of real estate
3. Approve the endorsement for KINSUS INTERCONNECT TECHNOLOGY
(SUZHOU) CORP.
4. Amend the rule to re-purchase treasurystock for transfer to employees for

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English Translation of The Annual Report Originally Issued in Chinese

the second round
5. Approve the 2016 internal auditplan
2015/12/28 1. Amend the Article of Incorporation
2. Approve the 2016 business plan and budget
3. Assess auditors’ independency, approve the engagement of auditors and the
audit fee
4. Enact the Company’s “Application Rule for suspending and recovery of
stock transctions”
5. Amend the Internal control structure
6. Determine the amounts and distribution of 2015 managers’ year-end bonus
7. Approve the self-assessment of “The capacity to Independently prepare the
Company’s financial statements”
8. Authorizingto re-organize the Company’s investees
2016/02/01 1. Approve 2015 compemsation to employee and directors
2. 2015 Business report, financial report, and concoilidated financial report
3. 2015 earnings distribution
4. 2015 representation letter for effectiveness on internal control structure
5. The 2016 annual shareholders’ meetingconvened and related matters
  • (L)Where, during the most recent fiscal year or during the current fiscal year up to the date of printing of the annual report, a director or supervisor has expressed a dissenting opinion with respect to a material resolution passed by the board of directors, and said dissenting opinion has been recorded or prepared as a written declaration, disclose the principal content thereof: None

  • (M)A summary of resignations and dismissals, during the most recent fiscal year or during the current fiscal year up to the date of printing of the annual report, of the company's chairman, general manager, principal accounting officer, principal financial officer, chief internal auditor, and principal research and development officer: None

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(4)Information on CPA professional fees

Name of AccountingFirm Name ofCPA Audit Period Note
Ernst & Young Huang,Yi-Hui 2015
Zhang,Zhi-Ming
Category
Range
Category
Range
Audit Fee Non- Audit
Fee
Total
1 Less than $2,000 thousand V
2 $2,000 thousand (inclusive) - $4,000
thousand
3 $4,000 thousand (inclusive) - $6,000
thousand
V V
4 $6,000 thousand (inclusive) - $8,000
thousand
5 $8,000 thousand (inclusive) -
$10,000 thousand
6 $10,000 thousand and more
  • (A)The amount of non-audit fees paid to the CPAs, their firm, and its affiliated enterprises accounting for at least one-fourth of the amount of audit fees: None

  • (B) Change of the accounting firm with a decrease in the audit fees paid in the year of change compared to the year before the change: None

  • (C) The audit fees reduced by 15% or more compared to the previous year: None

  • (5)Information on replacement of certified public accountant: None

  • (6)Where the Company's chairperson, general manager, or any managerial officer in charge of finance or accounting matters has in the most recent year held a position at the accounting firm of its certified public accountant or at an affiliated enterprise of such accounting firm, the name and position of the person, and the period during which the position was held: None

  • (7)Any transfer of equity interests and/or pledge of or change in equity interests (during the most recent fiscal year or during the current fiscal year up to the date of printing of the annual report) by a director, supervisor, managerial officer, or shareholder with a stake of more than 10 percent during the most recent fiscal year or during the current fiscal year up to the date of printing of the annual report.

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English Translation of The Annual Report Originally Issued in Chinese

  • (A)Changes in equity due to transfer and pledge by directors, supervisors, officers, and greater-than-10-percent shareholders

a.Changes in shareholdings of Directors, Officers, and Major Shareholders

Unit:Shares Unit:Shares
Title Name 2015 As of March 29, 2016
Increase
(Decrease) in #
of Shares Held
Increase
(Decrease) in
# of Shares
Pledged
Increase
(Decrease) in
# of Shares
Held
Increase
(Decrease) in #
of Shares
Pledged
Chairman & CEO Guo, Ming-Dong -10,000
Director & CSO Tung, Tzu-Hsien
Director & Assistant
CEO
Lu, Jing -10,000
Director (major
shareholder)
Hua Xu Investment
Co., Ltd.
Corporate, rep: Su,
Yan-Xue
Su, Yan-Xue
Director (major
shareholder)
Hua Yu Investment
Co., Ltd.
Corporate, rep.: Wu,
Xiang-Xiang
Wu, Xiang-Xiang
Director Cheng, Chung-Jen
Independent Director Huang, Chun-Bao
Independent Director Chen, Jin-Cai
Independent Director Wu, Hui-Huang
Major Shareholder Hua Wei Investment
Co., Ltd.
Technical Director Chang, Chien-Wei
General manager Chen, He-Xu
Senior assistant GM Huang, Geng-Fang
Senior assistant GM Yang, De-Sheng
Assistant GM Lin, Zhi-Wei -10,000
Assistant GM Huang, Sheng-Chuan Promoted in 2015
Chief FIN/ACC
manager
Liu, Su-Zhen

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English Translation of The Annual Report Originally Issued in Chinese

  • (B)Where the counterparty in any transfer or pledge of equity is a related party, disclose the counterparty's name, its relationship with the Company as well as the Company's directors, supervisors, and greater-than-10-percent shareholders, and the number of shares acquired or pledged: None

  • (8)Relationship information, if among the Company's 10 largest shareholders any one is a related party or a relative within the second degree of kinship of another:

Title or Name of Its Title or Name of Its
Name Shares Held Shares Held by Spouse
or Minor Children
Total Shares Held in the
Name of Others
Related Party, Spouse, or
Relative Within the
Second Degree of Kinship
That Is Among Ten
Largest Shareholders and
Their Relationship
Note
# of Shares Shareholding
Percentage
# of
Shares
Shareholding
Percentage
# of
Shares
Shareholding
Percentage
Title
(or Name)
Relationship
Hua Wei Investment Co., Ltd. 60,128,417 13.48% - - - - Hua Xu
Investment
Co., Ltd.,
Hua Yu
Investment
Co., Ltd.
All are 100%
owned by
Pegatron
Corp.
-
Hua Wei
Hua Xu Investment Co., Ltd.
(Representative:Su, Yan-Xue)
58,233,091 13.06% - - - - Investment
Co., Ltd.,
Hua Yu
Investment
Co., Ltd.
All are 100%
owned by
Pegatron
Corp.
-
Su, Yan-Xue - - - - - - - - -
Hua Wei
Hua Yu Investment Co., Ltd.
(Representative:Wu,
Xiang-Xiang)
55,556,221 12.46% - - - - Investment
Co., Ltd.,
Hua Xu
Investment
Co., Ltd.
All are 100%
owned by
Pegatron
Corp.
-
Wu, Xiang-Xiang - - - - - - - - -
Nan Shan Life Insurance
Company Ltd.
15,670,000 3.51% - - - - - - -

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English Translation of The Annual Report Originally Issued in Chinese

Cathay Life Insurance Co., Ltd. 5,436,000 1.22% - - - - - - -
Fubon Life Assurance Co., Ltd. 8,395,000 1.88% - - - - - - -
Chunghwa Post 5,333,000 1.20% - - - - - - -
Investment account at the
central bank of Saudi Arabia
entrusted to JPMorgan Chase
5,580,000 1.25% - - - - - - -
Investment account at the
Mistubishi UFJ Maorgan
Stanley security entrusted to
HSBC
5,421,000 1.22% - - - - - - -
Labor Pension Fund (New
Scheme)
5,315,000 1.19% - - - - - - -
  • (9)The total number of shares and total equity stake held in any single enterprise by the company, its directors and supervisors, managers, and any companies controlled either directly or indirectly by the Company

Consolidated Shareholding Percentage

Measurement date: Dec. 31, 2015; Unit: Shares; %

Invested Enterprise Investment by the Company Investment by the Company Investment by Directors,
Supervisors, Officers, and
Directly or Indirectly
Controlled Companies
Investment by Directors,
Supervisors, Officers, and
Directly or Indirectly
Controlled Companies
Consolidated Investment Consolidated Investment
# of Shares Shareholding
Percentage
# of Shares Shareholding
Percentage
# of Shares Shareholding
Percentage
KINSUS CORP.(USA) 500,000 100% 500,000 100%
KINSUS HOLDING
(SAMOA) LIMITED
166,308,720 100% 166,308,720 100%
KINSUS HOLDING
(CAYMAN) LIMITED
72,000,000 100% 72,000,000 100%
KINSUS INTERCONNECT
TECHNOLOGY (SUZHOU)
CORP.
100% 100%
PEGAVISION
INVESTMENT CO., LTD.
39,800,000 100% 39,800,000 100%
PEGAVISION CORP. 37,219,339 62.03% 37,219,339 62.03%
PIOTEK HOLDINGS
LTD.(CAYMAN)
187,755,000 100% 187,755,000 100%
PIOTEK HOLDING LTD. 139,840,790 100% 139,840,790 100%

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English Translation of The Annual Report Originally Issued in Chinese

PIOTEK (H.K.) TRADING
LIMITED.
200,000 100% 200,000 100%
PIOTEK COMPUTER
(SUZHOU) CO. LTD.
100% 100%
PEGAVISION HOLDINGS
CORPORATION
2,130,000 100% 2,130,000 100%
PEGAVISION
(SHANGHAI) LIMITED
100% 100%
XIANG SHUO TRADING
(SUZHOU) LIMITED
100% 100%
PEGAVISION JAPAN INC. 198 100% 198 100%

Note:The number of shares held by PEGAVISION and its shareholding percentage are based on the information as

of April 16, 2016, the base date of share transfer suspension before the meeting of the company’s shareholders.

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English Translation of The Annual Report Originally Issued in Chinese

Kinsus Interconnect Technology Corp. Statement on Internal Control Systems

Date: February 1[st] , 2016

Based on the results of self-inspection of the Company’s internal control system in 2015, the Company hereby states the following:

  • (1)The Company is fully aware that establishing, implementing, and maintaining an internal control system are the responsibilities of its board of directors and officers. The Company has established such a system to provide reasonable assurance regarding the achievement of such objectives as effectiveness and efficiency of operations (including profits, performance, and safeguarding of assets), reliability of financial reporting, and compliance with applicable laws and regulations.

  • (2)There are inherent limitations to every internal control system. An effective internal control system can only provide reasonable assurance regarding the achievement of the aforesaid three objectives in spite of how well-designed it is. Moreover, the effectiveness of an internal control system may vary with changes in environments or circumstances. Nevertheless, the internal control system of the Company comes with a self-supervision mechanism. The Company will take corrective actions immediately after a deficiency is identified.

  • (3)The Company determines whether the design and implementation of its internal control system are effective according to the criteria for effectiveness of internal control systems as prescribed in the Regulations Governing Establishment of Internal Control Systems by Public Companies (hereinafter referred to as “the Regulations”). The internal control system criteria adopted in the Regulations divide an internal control system into five constituent elements based on the management and control processes: a. control environment; b. risk assessment; c. control activities; d. information and communications; and e. monitoring. Each constituent element also comprises several items. See the Regulations for the above-mentioned items.

  • (4)The Company has adopted the aforesaid internal control system criteria to inspect the effectiveness of the design and implementation of its internal control system.

  • (5)According to the results of the inspection mentioned above, the Company believes that its internal control system (the supervision and management of its subsidiaries are included) as of December 31, 2015, including the design and implementation of the internal control system regarding the perceived level of achievement of the objectives of operational effectiveness and efficiency, reliability of financial reporting, and compliance with applicable laws and regulations, is effective, and that it can reasonably assure the achievement of the aforesaid objectives.

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English Translation of The Annual Report Originally Issued in Chinese

  • (6)This statement will become an essential part of the Company’s annual report and prospectus and be disclosed to the public. If the Company is found to make a false statement, conceal information, or violate regulations regarding the disclosed content, it will be subject to the legal liabilities of Articles 20, 32, 171, and 174 of the Securities and Exchange Act.

  • (7)This statement was adopted by the board of directors of the Company on February 1, 2016. None of the nine attending directors objected to this statement as all of them approved the content of this statement. Thus, a pronouncement is made herein.

Kinsus Interconnect Technology Corp.

The Chairman: Guo, Ming-Dong

The General Manager: Chen, He-Xu

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English Translation of The Annual Report Originally Issued in Chinese

4. Information on Capital Raising Activities

(1) Capital and Shares

  • (A)Sources of Capital Stock

a. Types of Shares

As of March 29, As of March 29, As of March 29, 2016;Unit: Shares
Type of Shares Authorized Capital Stock Remark
Outstanding Shares
(Note)
Unissued
Shares
Total
Registered
common stock
446,000,000 104,000,000 550,000,000 Note

Note: The Company went public on November 1, 2004. The shares outstanding are shares of the listed stocks.

b. Formation of Capital Stock

As of March 29, 2016

Month &
Year
Issue
Price
($)
Authorized Capital
Stock
Authorized Capital
Stock
Paid-Up Capital Stock Paid-Up Capital Stock Note
# of Shares
(Thousand
Shares)
Amount
(Thousand
Dollars)
# of Shares
(Thousand
Shares)
Amount
(Thousand
Dollars)
Source of
Capital Stock
Offsetting
Payment of
Shares with
Properties
Other Than
Cash
Others
September,
2000
10 250,000 2,500,000 120,000 1,200,000 Startup capital
1,200,000
None
December,
2000
10 250,000 2,500,000 130,000 1,300,000 Cash capital
increase
100,000
None Note 1
April, 2001 10 250,000 2,500,000 190,000 1,900,000 Cash capital
increase
600,000
None Note 2
November,
2002
10 250,000 2,500,000 200,000 2,000,000 Cash capital
increase
100,000
None Note 3
July, 2004 10 288,000 2,880,000 222,000 2,220,000 Capitalization
of earnings
220,000
None Note 4
August,
2005
10 370,000 3,700,000 259,800 2,598,000 Capitalization
of earnings
378,000
None Note 5
September,
2005
10 370,000 3,700,000 289,800 2,898,000 Cash capital
increase
300,000
None Note 6

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English Translation of The Annual Report Originally Issued in Chinese

June, 2006 10 550,000 3,700,000 339,800 3,398,000 Cash capital
increase
500,000
None Note 7
September,
2006
10 550,000 5,500,000 389,000 3,890,000 Capitalization
of earnings
492,000
None Note 8
September,
2007
10 550,000 5,500,000 435,400 4,354,000 Capitalization
of earnings
464,000
None Note 9
September,
2008
10 550,000 5,500,000 446,000 4,460,000 Capitalization
of earnings
106,000
None Note 10
  • Note 1: Approved by the Ministry of Economic Affairs with the Letter of Jing-(090)-Shang No. 09001013780 dated January 15, 2001

  • Note 2: Approved by the Ministry of Economic Affairs with the Letter of Jing-(090)-Shang No. 09001129300 dated April 17, 2001

  • Note 3: Letter of (91)-Tai-Cai-Zheng-(Yi)-Zi No. 0910149830 issued by the Securities and Futures Commission, Ministry of Finance on September 11, 2002

  • Note 4: Letter of (93)-Tai-Cai-Zheng-(Yi)-Zi No. 0930124569 issued by the Securities and Futures Commission, Ministry of Finance on June 2, 2004

  • Note 5: Letter of Jin-Guan-Zheng-Yi-Zi No. 0940126584 issued by the Financial Supervisory Commission, Executive Yuan on July 1, 2005

  • Note 6: Letter of Jin-Guan-Zheng-Yi-Zi No. 0940130374 issued by the Financial Supervisory Commission, Executive Yuan on August 2, 2005

  • Note 7: Letter of Jin-Guan-Zheng-Yi-Zi No. 0950108623 issued by the Financial Supervisory Commission, Executive Yuan on March 24, 2006

  • Note 8: Letter of Jin-Guan-Zheng-Yi-Zi No. 0950128559 issued by the Financial Supervisory Commission, Executive Yuan on July 5, 2006

  • Note 9: Letter of Jin-Guan-Zheng-Yi-Zi No. 0960031093 issued by the Financial Supervisory Commission, Executive Yuan on June 21, 2007

  • Note 10: Letter of Jin-Guan-Zheng-Yi-Zi No. 0970030373 issued by the Financial Supervisory Commission, Executive Yuan on June 18, 2008

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English Translation of The Annual Report Originally Issued in Chinese

(B)Shareholder Structure

As of March 29,2016;Unit: Shares As of March 29,2016;Unit: Shares As of March 29,2016;Unit: Shares As of March 29,2016;Unit: Shares As of March 29,2016;Unit: Shares As of March 29,2016;Unit: Shares As of March 29,2016;Unit: Shares
Shareholder
Structure
Quantity
Government
Agencies
Financial
Institutions
Other
Corporations
Individuals Foreign
Institutions &
Foreigners
Total
# of Persons 0 10 123 22,533 291 22,957
# of Shares
Held
0 36,843,000 199,987,409 88,951,046 120,218,545 446,000,000
Shareholding
Percentage
0.00% 8.26% 44.84% 19.94% 26.96% 100%
Note: No shares are held by investors in Mainland China.

(C)Diffusion of Ownership

Par at NT$10 per share; As of March 29, 2016

Scale of Shareholding # of
Shareholders
# of Shares Held Shareholding
Percentage
1
to 999
4,021 483,951 0.11%
1,000
to5,000
15,299 30,299,799 6.79%
5,001
to 10,000
1,917 15,064,920 3.38%
10,001
to 15,000
541 6,978,267 1.57%
15,001
to 20,000
358 6,622,699 1.48%
20,001
to30,000
281 7,266,692 1.63%
30,001
to 50,000
182 7,439,397 1.67%
50,001
to 100,000
132 9,280,571 2.08%
100,001
to 200,000
84 12,058,594 2.70%
200,001
to 400,000
42 12,578,120 2.82%
400,001
to 600,000
28 13,464,897 3.02%
600,001
to 800,000
17 11,938,064 2.68%
800,001
to 1,000,000
9 7,859,201 1.76%
1,000,001
to 1,000,000,000
46 304,664,828 68.31%
Total 22,957 446,000,000 100.00%

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English Translation of The Annual Report Originally Issued in Chinese

(D)List of principal shareholders

The names, numbers of owned shares, and shareholding percentages of those who own 5% or more of the total issued shares or whose shareholding percentage is among the top ten.

As of March 29,2016;Unit: Shares As of March 29,2016;Unit: Shares As of March 29,2016;Unit: Shares
Shares
Name of Major Shareholders
# of Shares Held Shareholding
Percentage
HuaWei InvestmentCo.,Ltd. 60,128,417 13.48%
Hua Xu InvestmentCo.,Ltd. 58,233,091 13.06%
Hua Yu Investment Co.,Ltd. 55,556,221 12.46%
NanShan Life InsuranceCompany,Ltd. 15,670,000 3.51%
Fubon Life Assurance Co.,Ltd. 8,395,000 1.88%
Investment account at the central bank of Saudi
Arabia entrusted to JPMorgan Chase
5,580,000 1.25%
CathayLifeInsurance Co.,Ltd. 5,436,000 1.22%
Investment account at the Mistubishi UFJ Maorgan
Stanleysecurityentrusted to HSBC
5,421,000 1.22%
Chunghwa Post 5,333,000 1.20%
Labor Pension Fund(New Scheme) 5,315,000 1.19%
  • (E)Share prices for the past 2 fiscal years, together with the company's net worth per share, earnings per share, dividends per share, and related information

Unit: NT$

Unit: NT$
Item Year 2014 2015
Market Price
per Share
Highest 139.50 106.50
Lowest 96.70 49.90
Average 116.81 76.63
Net Worth
per Share
Before Distribution 61.43 63.66
After Distribution 57.43 (Note)
Earnings per
Share
Weighted Average # of Shares 446,000,000 446,000,000
Earnings
per Share
Before Adjustment 8.11 6.51
After Adjustment 8.11 (Note)
Dividends
per Share
Cash Dividends 4 (Note)
Stock
Dividends
Stock Dividends
from Retained
Earnings
( Note )
Stock Dividends
from Capital
Reserves
( Note )
Accumulated Unpaid Dividends

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English Translation of The Annual Report Originally Issued in Chinese

Analysis of
Return on
Investment
Price/Earnings Ratio 14.40 11.77
Price/Dividend Ratio 29.2 (Note)
Cash Dividend Yield 3.42 ( Note )

Note: The distribution of earnings in 2015 has been approved by the board of directors, but has not been resolved at the shareholders’ meeting.

  • (F)The Company's dividend policy and implementation

  • a. The Company's Dividend Policy

    • (a)The Company’s rules for distribution of earnings are as follows: If there are earnings after the settlement of accounts for the current year, the earnings shall be distributed in the following order:

      • A. Pay taxes and dues;

      • B. Offset losses;

      • C. Set aside 10% of the earnings as legal reserve;

      • D. Appropriate or reverse a special reserve according to law or as required by the competent authorities;

      • E. Set aside 1% of the remaining earnings after the deduction of items A-D as compensation for directors;

      • F. In principle, the bonuses to be allocated to employees should not be less than 1% of the sum of employee bonuses and shareholder bonuses.

Employee bonuses may be distributed in the form of cash or stocks. The employees to whom stock dividends are allocated may include the subordinate companies’ employees that meet certain requirements. The requirements should be set by the board of directors.

  • G. For the remaining earnings after the aforesaid deductions, plus the accumulated undistributed earnings in prior years, the board of directors should submit a distribution proposal to the shareholders’ meeting for a resolution.

Considering long-term financial planning in an ever-changing industrial environment and to meet the shareholders’ needs for cash inflows, the Company has formulated a steady and balanced dividend policy which stipulates that the cash dividends to be distributed each year must not be less than 10% of the sum of the cash and stock dividends.

The board of directors is authorized to determine the remuneration for the directors of the Company based on the level of their involvement in the operation of the Company and the value of their contributions. Moreover, the Company should purchase liability insurance for performance of duties for all of the directors during their tenure.

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English Translation of The Annual Report Originally Issued in Chinese

b. Dividend Distributions to Be Proposed at the Shareholders' Meeting

In 2015, the Company had a distributable earning of NT$14,780,094,506 after taxes, and set aside 10% of the amount, that is NT$290,395,224, as legal reserve. The following distribution is proposed in accordance with the Articles of Incorporation:

  • (a)Shareholder dividends: NT$1,559,075,000, all distributed in the form of cash

  • (b)Unappropriated retained earnings at the end of the period: NT$12,930,624,282

Kinsus Interconnect Technology Corp. Earnings Distribution Schedule 2015

Kinsus Interconnect Technology Corp.
Earnings Distribution Schedule
2015
Item Unit: NTD
Amount
Unappropriated retained earnings (at beginning of period)
Less:Other comprehensive income in 2015 - actuarial gains of
defined benefit plans
Add: Net income in 2015
Distributable earnings
Less: 10% legal reserve
Shareholder bonuses ($4 per share in cash)
Subtotal
Unappropriated retained earnings (at end of period)
$11,884,863,961
(8,721,698)
2,903,952,243
14,780,094,506
(290,395,224)
(1,559,075,000)
(1,849,470,224)
$12,930,624,282

c. Explanation of Expected Material Changes in the Dividend Policy: None

  • (G)Effect upon business performance and earnings per share of any stock dividend distribution proposed or adopted at the most recent shareholders' meeting

Regarding the distribution of earnings of the Company for 2015, the board of directors approved the proposal on February 1, 2016 to distribute shareholder bonuses totaling $1,559,075 thousand in the form of cash only. Thus, it is not applicable.

(H)Compensation of employees, directors, and supervisors

  • a.The percentages or ranges with respect to employee, director, and supervisor compensation, as set forth in the company's articles of incorporation: Please refer to the explanation in (1)-(F)-a on p.53.

  • b.The basis for estimating the amount of employee, director, and supervisor compensation, for calculating the number of shares to be distributed as employee compensation, and the accounting treatment of the discrepancy, if any, between the actual distributed amount and the estimated figure, for the current period: None

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English Translation of The Annual Report Originally Issued in Chinese

  • c. Information on any approval by the board of directors of distribution of compensation:

  • (a)Regarding the compensation to employee and directors of the Company for 2015, the board of directors approved the proposal on February 1, 2016 to distribute NT$442,444 thousand and NT$26,026 thousand for employee and director compensation respectively.

  • (b)The proposed amount of employee stock bonuses to be distributed, and the size of such an amount as a percentage of the sum of the after-tax net income stated in the separate or individual financial reports for the current period and total employee bonuses: N/A

  • d.The actual distribution of employee, director, and supervisor compensation for the previous fiscal year (with an indication of the number of shares, monetary amount, and stock price, of the shares distributed), and, if there is any discrepancy between the actual distribution and the recognized employee, director, or supervisor compensation, additionally the discrepancy, cause, and how it is treated

The actual distribution of employee bonuses and director/supervisor compensation by the Company for 2014 is as follows:

Item Earnings Distribution for 2014 Earnings Distribution for 2014 Discrepancy Cause and
Explanation of
Discrepancy
Adopted at Shareholders’
Meeting on
June 11, 2015
Actual
Distribution
Director/Supervisor
Compensation
Employee Cash
Bonuses
$32,556 thousand
$545,679 thousand
$32,556 thousand
$545,679 thousand
-
-
-
-

(I)Share repurchases: The Company repurchased its own shares as below.

Repurchase term Second time
Purpose Transfer to employee
Duration 7/28/2015~9/27/2015
Price interval NT$50~100
Shares andquanity Common share
Amount NT$32,884,993
Shares eliminated ortransferred 0
Sharequanityaccumulated 550,000 shares
Sharequanityaccumulated to total shares outstanding 0.12%

(2)Issuance of corporate bonds: None

(3)Issuance of preferred shares: None

(4)Issuance of global depository receipts: None

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English Translation of The Annual Report Originally Issued in Chinese

(5)Issuance of employee share subscription warrants: None

(6)New restricted employee Shares: None

  • (7)Mergers, acquisitions, and issuance of new shares due to acquisition of shares of other companies

  • (A)Where the Company completed a merger, acquisition, or issuance of new shares due to acquisition of shares of other companies in the most recent year and during the current period up to the date of printing of the annual report, the following matters shall be disclosed: None

  • (B)Where, in the most recent year and during the current period up to the date of printing of the annual report, the board of directors adopted a resolution approving a merger, acquisition, or issuance of new shares due to acquisition of shares of other companies, the state of the plan's implementation together with the basic information of the company (or companies) to be merged, acquired, or purchased through acquisition of shares shall be disclosed. Where a merger, acquisition, or issuance of new shares due to acquisition of shares of other companies is currently in progress, the state of the plan's implementation and its effect on shareholders' equity shall be disclosed: None

(8)Implementation of the Company's capital allocation plans

  • (A)Description of the plans: Each uncompleted public issue or private placement of securities, and issues or placements that were completed in the most recent three years but have not yet fully yielded the planned benefits: N/A

(B)Status of implementation: N/A

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5. An Overview of Operations

  • (1)A description of the business

  • (A)Scope of Business

    • a.Primary Business Areas

      • (a)CC01080 Manufacturing of electronic components.

      • (b)CC01990 Manufacturing of other electrical and electronic mechanical equipment.

      • (c)CB01990 Manufacturing of other machinery.

      • (d)CQ01010 Manufacturing of dies.

      • (e)F401010 International trade.

    • b.Sales Percentages of Primary Products

Sales Percentages of Primary Products Sales Percentages of Primary Products Sales Percentages of Primary Products
Unit: NT$’000
Percentage
Primary product
2015
Sales Percentage
Division of substrates 17,820,429 77.27%
Division of PCBs 5,240,882 22.73%
Total 23,061,311 100.00%

c.Current Products

  • (a) Manufacturing & sales of PBGA (Plastic Ball Grid Array) substrates.

  • (b) Manufacturing & sales of MCM (Multi-Chip-Module) BGA substrates.

  • (c) Manufacturing & sales of CSP (Chip Scale Package) mini-BGA substrates.

  • (d) Manufacturing & sales of High Dissipation Cavity Down substrates and TEBGA (Thermal Enhanced-BGA) substrates.

  • (e) Manufacturing & sales of Flip Chip substrates and Flip Chip CSP substrates.

  • (f) Manufacturing & sales of Flip Chip Film COF (Chip on Flex).

  • (g) Manufacturing & sales of Core-less substrates.

  • (h) Manufacturing & sales of All Layer Build Up substrates.

  • (i) Manufacturing & sales of Embedded Pattern substrates.

  • (j) Manufacturing & sales of Embedded Passive substrates.

  • (k) Manufacturing & sales of High Density Copper Bump substrates.

  • (l) Manufacturing & sales of High Band Width Package-On-Package substrates.

  • (m) Manufacturing & sales of Core-less Embedded Passive substrates.

d. New Products to Be Developed

Since the founding of the company, we have always maintained the principle of "Satisfy customers; pursue excellence.” Furthermore, we also positioned our R&D to achieve technology leadership and satisfy market demands. We always strive to increase the

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English Translation of The Annual Report Originally Issued in Chinese

profitability of our products by entering the market early, as well as plan future investments of engineering resources by fully grasping the requirements of new generation products. Listed below are new products that we plan to develop in the future:

  • (a)Introduction of Ultra-low Expansion/Shrinkage, High Tg, High Young's Modulus base materials

  • (b)Development of Fine Pitch Copper Pillar and Solder Bump substrate technology.

  • (c)Development of High Layer Count Core-less substrate manufacturing technology.

  • (d)Development of Embedded Passive substrate technology.

  • (e)Cooperative project of 20~14 nanometer chip packaging.

  • (f)Development of automatic production technology for ultra-thin boards.

  • (g)Development of integration technology of Embedded Active and Embedded Passive components.

  • (h)Development of ultra-fine circuit (<8um), and high contact density products (<30um pitch)

  • (i)Development of ultra-micropore (diameter<=30um) technology.

  • (j)Development of low-cost fine circuit (<=20um) technology.

  • (k)Development of Via Filling technology.

(B)Overview of the Industry

a. Overview and Development of the Industry

The 2015 global GDP grew by 2.6% and got slightly slowered than 2014’s 2.7%. Among all industries, the growth rate of semiconductor industry was -1.9%, which reduced significantly from 2014’s 7.9%. Main reason for the negative trend was the lackness of creation from smartphone products. Most manufacturing companies of cell phone are unable to produce creative products to impress the consumers while they still made their efforts on the strategy of reducing selling prices for price-competition and inspiring the consumers’ willingness to buy. As a result of the lower-price strategy, the total revenues of overall semiconductor industry decreased significantly instead. Furthermore, the sale shipment of conventional PC and Notebook computer, which also decreased by -12% and -8.7%, was unable to compensate the weakness of cell phone sales.

Device 2014 2015 Growth
rate
Tranditional PC 277 244 -12.00%
Note book computer 263 240 -8.70%
Mobilephone 1,879 1,917 2.00%

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English Translation of The Annual Report Originally Issued in Chinese

In overviewing global development trend for electronic products, the most potential areas still include automobile related electronics, cell phone, BS (Base Station) and Server. The development in these end product applications indeed is to meet the demand from cloud computing and IoT. As the time of IoT is coming, all kinds of application devices are also continuously displayed in the marketplace.

Chart: Growth trend of all kind of end semiconductor electronic devices

==> picture [412 x 113] intentionally omitted <==

其他: Others; 汽車電子: Automobile electronics; 伺服器/儲存裝置/基地台: Servers/storage devices/base stations; 傳統個人電腦: Conventional PCs; 手機/平板: Cell phones/tablets

The development and business opportunity from IoT products includes several aspects as shown at the Chart below. Except the Internet and Software application program which are not related to Kinsus’ core business, we need to seize the business opportunity aggressively, including Microprocessor, Wi-Fi access elements, Portable device elements, Wearable device elements, etc. Among these, the specific semiconductor element products, such as Application core processor, Modem, Power Amplifier, WiFi/Bluetooth elements, Power management instrument, Sensor Module, etc., will be the most blooming products.

Chart: The technology aspects for IoT deveopment

==> picture [335 x 113] intentionally omitted <==

==> picture [335 x 113] intentionally omitted <==

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English Translation of The Annual Report Originally Issued in Chinese

b. Interrelationships between the Upstream, Midstream and Downstream of the Industry

The relative relationships between the upstream and downstream sectors of the industrial chain of PCB and IC substrate are shown in the figure below. Our company is positioned in the sector of "Circuit board." Upstream suppliers include Epoxy CCL (Copper Clad Laminate), copper foil, and various specialty chemicals suppliers. Downstream clients include IC packaging industry, and electronic product assembly EMS companies. Taiwan's companies control a significant portion of this supply chain while facing the challenge of competitors from Korea and China. Through upstream-downstream integration and cooperation, Taiwan's companies have always had strong a competitive advantage.

==> picture [443 x 119] intentionally omitted <==

==> picture [443 x 120] intentionally omitted <==

Source: IEK

Source: IEK
原物料: Raw
materials
酚醛樹脂: Phenolic resin;溴化環氧樹脂: Brominated epoxy resin;銅箔: Copper
foil; 玻纖紗: Fiberglass yarn;PI (Polymide);玻纖布: Fiberglass cloth
南亞: Nan Ya Plastics Corporation;長春: Chang Chun Group; 長興: Eternal
Materials Co., Ltd.;聯仲: UPC Group;台灣銅箔: Taiwan Copper Foil Corporation,
Ltd.;台日古河;FCFT (Furukawa Circuit Foil Taiwan) Corporation;金居: Co-Tech
Development Corporation;李長榮: LCY Chemical Corporation;台玻: Taiwan Glass
Group;必成: PFG Fiber Glass Corporation;富喬: Fulltech Fiber Glass
Corporation;建榮: Baotek Inc.;德宏: Glotech Industrial Corp.;橡樹:
Asahi-Schwebel Taiwan;達邁: Taimide Technology,Ltd.
銅箔基板:
Copper clad
laminate
紙質基板: Paper-based substrate;複合基板: Composite substrate;玻纖環氧基板:
Fiberglass epoxy substrate;軟質基板: Flexible substrate;樹脂基板: Resin substrate
台光: Elite Material Co., Ltd.;台燿: Taiwan Union Technology Corporation;松電工:
Song Dian Gong/Taiwan Song Electrical Multi-layer Materials Co., Ltd.;聯茂: ITEQ
Corporation;合正: Uniplus Electronics Co., Ltd.;台光電: Elite Material Co., Ltd.;
華韡: Hwa Woei Laminate Corporation;宏泰: Hong Tai Electric Industrial Co.,
Ltd.;台虹: Taiflex Scientific Co., Ltd.;律勝: Microcosm Technology Co., Ltd.;新
揚科: ThinFlex

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English Translation of The Annual Report Originally Issued in Chinese

蝕刻液: Etching solution;電鍍化學品: Electroplating chemicals;綠漆:
Green paint;乾膜: Dry film;生產設備: Production equipment;製程代工:
Process OEM
電路板: Circuit
boards
單面板: Single sided boards;雙面板: Double sided boards;多層板: Multi-layer
boards;軟板: Flexible boards;軟硬板: Rigid-flex boards;IC載板: IC substrates
敬鵬: Chin Poon Industrial Co., Ltd.;競國: APCB Group;華通: Compeq
Manufacturing Co., Ltd.;欣興: Unimicron Technology Corporation;金像: Gold
Circuit Electronics Co., Ltd.;南電: Nan Ya Printed Circuit Board Corporation;燿華:
Uniteh Printed Circuit Board Corporation;健鼎: Tripod Technology Corporation;先
豐: BoardTek Chemical Engineering Corporation;旗勝: Mektek Industrial
Corporation, Ltd.;台郡: Flexium Interconnect, Inc.;嘉聯益: Career Technology Co.,
Ltd.;同泰: Uniflex Technology Inc.;楠梓電: WUS Printed Circuit Co., Ltd.;景
碩: Kinsus Interconnect TechnologyCorporation
應用產品:
Application
products
資訊: Information;通訊: Communication;光電: Photoelectric;民生: Daily
necessities;消費性: Consumer products;精密儀器: Precision instruments;汽車:
Automobiles;航太: Aerospace
  • c.Various Product Development Trends

Looking at the development directions of electronic products, we must again watch for business opportunities in the areas we have been engaged in- PCB and IC Packaging substrates.

As shown in the table below, the overall PCB industry will have a 3.4% compound growth rate in recent years to come. Further analysis of its two sub-industries of PCB and IC Packaging revealed the following noteworthy points:

  • (a)In terms of PCB industry, PC products continue to provide the largest sales, while cell phones and automobile electronics offer opportunities for growth. The same types of technologies must be used to develop products of servers/storage devices and cultivate customer needs, in order to prepare us for the coming of the IoT (Internet-of-Things) age.

  • (b)In terms of IC Packaging industry, wafer manufacturing technology continues to move towards miniaturization and drives the demands of high-density circuit and complex structure packaging substrates. Companies that can meet the demands of these two markets will be able to win with their new products and enjoy an extended pioneer's advantage of higher gross profit margin.

Unit: One billion US Dollars (USD)

Item 2013 2018F CAAGR
Conventional PCs 9,329 10,914 3.20%
Servers/storage devices 3,313 3,878 3.20%
Other types of computers 4,456 4,920 2.00%
Cellphones 8,863 11,063 4.50%

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English Translation of The Annual Report Originally Issued in Chinese

Base stations 4,800 5,673 3.40%
Other communication
equipment
1,014 1,119 2.00%
Consumerproducts 7,858 8,955 2.70%
Automobile electronics 3,266 3,973 4.00%
Industries/medical 3,448 3,803 2.00%
Military/aerospace 2,147 2,279 1.20%
ICpackaging 7,658 8,548 2.20%
Total 56,152 65,125 3.10%

Source: Prismark 2015

==> picture [427 x 134] intentionally omitted <==

IC 封裝: IC packaging 軍事/航太: Military/aerospace 工業/醫療: Industries/medical 汽車電子: Automobile electronics 消費性產品: Consumer products 其他通訊設備: Other communication equipment 基地台: Base stations 手機:Cell phones 其他電腦: Other types of computers 伺服器/儲存裝置: Servers/storage devices 傳統個人電腦: Conventional PCs

Categorizing the developing trends of the above mentioned products according to their companies (IC packaging substrate) and further analyze them, as shown in the table below, we can see that the fastest growing product is the Flipchip CSP substrate. This matches the trends of the growth of cell phones and the increase of cell phone IC's feature specifications. The future product development of our company will follow this same trend.

One product development to watch for is the application of the QFN type of low pin count, simple-function IC. Even though its application area does not overlap with our primary products, however, we still need to observe carefully whether if there is a technology diffusion effect.

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English Translation of The Annual Report Originally Issued in Chinese

The semiconductor manufacturing and packaging companies enhance the “InFO WLP” Process Technology in recent years. This development seems speedily threatening partial high-end packagingand substrate market. However, there exist certain limitations on the InFO application. As the limitation can not be conquered in short term, the conventional substrate and packaging technologies will be still dominating the market demand.

In response to the keen competitions for products and technology, Kinsus are to adopt the strategies as below.

  • 1.We will continuously control the development trend of new product, particularly focus on the rapid demand of SiP Module Substrate due to portable device modulizing design.

  • 2.We will speed up to develop the process of core-less substrate in order to meet the demand of ultra-fine line in 10 nm and/or 7 nm Wafer process.

We believe, by implementing these actions, Kinsus will be able to stabilize the growth of sale revenues and to maintain most profitable product mixture. Furthermore, by obtaining sufficient time and resources, Kinsus will successfully respond to the rapid changes and competitions in the marketplace.

Estimated units of global semiconductor IC packaging

(Unit: Million)

Item 2014 2015 2016 2017 2018 2019 CAGR
(2014-2019)
Plastic DIP 6,362 5,751 5,037 4,908 5,196 5,326 -3.50%
QFP 14,768 13,215 12,441 12,327 13,086 13,706 -1.50%
Ceramic ChipCarrier 536 461 459 461 471 471 -2.60%
Total SOIC 44,649 40,466 37,296 34,218 30,557 23,446 -12.10%
Ceramic BGA 34 34 33 34 34 34 -0.20%
Plastic BGA 8,052 7,425 7,023 7,206 7,476 7,567 -1.20%
Bare Chip 38,349 42,111 47,092 52,676 59,129 66,011 11.50%
Leadless-Leadframe 53,328 55,446 59,555 64,070 70,204 75,504 7.20%
FBGA 42,153 45,671 52,317 58,601 66,815 77,093 12.80%
Others 4,554 4,645 4,933 5,373 5,802 6,356 6.90%
Total 212,785 215,225 226,185 239,873 258,771 275,512 5.30%
YoY Growth 9.90% 1.10% 5.10% 6.10% 7.90% 6.50%

Source: Gartner (Feb 2016)

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English Translation of The Annual Report Originally Issued in Chinese

d.Product Competitions

As shown in the table below, PCB products, especially IC substrates, have significantly different trends of growth and declines. As the IC wafer technology moves towards 20 nanometers, or even 16/14 nanometers, FC CSP products commonly used for smart phone chips also grow rapidly and could reach a compound growth rate of 11.6% in 2011-2017. Not only does it show a brilliant growth, but it also suppresses conventional WB PBGA/CSP products. The growth and declines of products subsequently cause the rise and fall of suppliers with different technical proficiency levels. Since FC PGA/LGA/BGA products are used primarily in PC products, it also causes the decline of this type of products.

Products in the category of Module will have more connectivity, wireless access functions after 2014, including 2015 and 2016, such as WiFi, Bluetooth, and other basic features necessary for hand-held devices. These functions are already being integrated into a smaller, in both surface area and volume, common module by the chip or module designers, in order to compete for the opportunity of wearable product application. Its annual growth rate has already risen to 12%. There will be many opportunities for the development of this type of products. We should be able to find another drive for growth in the future, with the new development of diversified wearable devices.

Product Category 2014 2018F 2013-2018
Compound Growth
Rate
FC PGA/LGA/BGA $3,113 $3,615 -0.5%
FC CSP/FC BOC $1,824 $2,852 11.6%
WB PBGA/CSP $2,091 $2,046 -2.2%
Module $914 $1,850 12.0%
Total $7,945 $9,231 2.1%

Source: Prismark 2015

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(C)Overview of Technology and R&D

a.R&D expenses during recent years and up to the publication date of this annual report

Unit: NT$’000;% Unit: NT$’000;% Unit: NT$’000;%
Item
Year
2015 As of March 31, 2016
R&D expenses 1,484,620 349,940
Net income 23,061,311 5,370,156
Percentage of R&D
expenses(%)
6.44%
6.52%
  • b. Successfully developed technology or products

  • (a)Manufacturing technology and products of PBGA (Plastic Ball Grid Array) substrates.

  • (b)Manufacturing technology and products of MCM (Multi-chip-Module) BGA substrates.

  • (c)Manufacturing technology and products of CSP (Chip Scale Package) substrates.

  • (d)Manufacturing technology and products of High Dissipation Cavity Down substrates, and TEBGA (TEBGA-Thermal Enhanced BGA) substrates.

  • (e)Manufacturing technology and products of Flip Chip substrates, and Flip Chip CSP substrates.

  • (f)Manufacturing technology and products of Flip Chip film COF (Chip on Flex).

  • (g)Manufacturing technology and products of Core-less substrates.

  • (h)Peripheral and array wire type Copper Bump Packaging substrates.

  • (i)Miniature Heatsink Packaging substrates.

  • (j)Manufacturing technology and products of Embedded Pattern substrates.

  • (k)Technology and design specifications of Embedded Thin capacitors.

  • (l)Technology of No-wiring Bump Ni/Au electroplating.

  • (m)Manufacturing technology of Copper Bump.

  • (n)Anisotropic Etching technology.

  • (o)Asymmetric structural board technology and odd-numbered-layer board technology.

  • (p)High Band Width Package-On-Package substrates technology.

  • (q)Electroless Nickel/Electroless Palladium/Immersion Gold (EPIG) surface treatment technology.

  • (r)Embedded Thermal Bar technology.

(D)Long & Short Term Business Development Plans

a. Short Term Plan

  • (a)Marketing Strategies

  • �Maintain close cooperation with key clients; stay up-to-date with the new products updates and customer needs.

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English Translation of The Annual Report Originally Issued in Chinese

  • �Multi-directional product development strategy; be attentive to the development of small and mid-sized clients, as well as product changes.

  • �Develop business opportunities in new application fields; introduce different product design concepts and achieve technology-preparedness early.

  • �Establish rapid prototyping unit, and enhance new product development services.

  • �Increase R&D capacity and shorten design time; provide timely introduction of new products in order to satisfy customer demands.

  • �Continue to promote the TS16949 quality assurance certification system; ensure product quality; establish worldwide quality reputation by receiving certifications from major international manufacturers.

(b)Production Strategy

In response to the continuously expanding business scale, we will strive to simplify the technologies, improve manufacturing processes, implement automation & unattended operations, and conduct enhancements & maintenance, in order to increase productivity, reduce defective ratio, and lower costs.

  • (c)Directions of Product Development

  • �Increase R&D capabilities; actively invest in product R&D, design, and improvements; shorten product development time and try to lower costs; continue to simplify and accelerate processes, as well as improve quality.

  • �Reinforce product development and communication with potential customers, in order to fully grasp the market trends and maintain technical leadership.

(d)Operation Scale and Finance

  • �Continue to expand facility, invest in technologies, and increase utilization rate in order to expand the scale of operation.

  • �Establish sound, complete fundraising channels; establish close cooperative and mutually beneficial relationships with financial institutions; identify long-term low-interest loans, in order to supply the capitals needed for expanding the operation of the company.

b.Long Term Plan

(a)Marketing Strategies

  • �Train marketing professionals on a long-term basis; gather information about other companies in the same industry as well as future development trends; stay informed about the status of current and new competitors; gain insights into market opportunities and establish operational bases widely; adjust individual product strategies immediately following changes in the market; increase market share.

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English Translation of The Annual Report Originally Issued in Chinese

  • �Maintain partnership relations with advanced chip develop and design companies; always be in possession of first-hand information; achieve process technology and production capacity preparedness, in order to maintain the company's long-term competitiveness.

  • (b)Production Strategies

  • �Continue to increase production quality, technical strength, product yield, and lower production cost.

  • �Actively invest in automatic production equipment; bring in professional talents and advanced production technology; and improve process efficiency, in order to achieve the goal of increase the company's profitability.

  • �Increase flexibility in production, in order to be able to respond to rapid market changes and unexpected urgent demands.

  • (c)Directions of Product Development

  • �Bring together related manufacturers in the nation to form R&D alliance, in order to actively and collaboratively develop and integrate advanced products, to create high added-value and head-start opportunities.

  • �In fields of high technical difficulties, adopt the strategies of technology transfer and authorization, as well as international cooperation; or commission domestic or foreign research institutes to conduct R&D projects, in order to lower the risks, shorten development time, exert the combined results of R&D, and increase R&D strength.

(d)Operation Scale and Finance

  • �Cultivate operational strength; expand quickly the operational scale; move towards the goal of diversified product development.

  • �As the company continues to expand its business, in the future, we will establish marketing and production bases around the world, and actively build worldwide operation management and R&D centers.

  • �Raise long/mid-term funds and build up long-term development strength, in order to expand the operation scale of the company.

(2)An analysis of the market as well as the production and marketing situation

  • (A)Analysis of the Market

a.Sales (available) areas of primary products (services)

Unit: NT$’000

Unit: NT$’000
Sales area 2015 Sales Value Percentage
Taiwan 9,184,614 39.83%
Mainland China 10,175,327 44.12%

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English Translation of The Annual Report Originally Issued in Chinese

United States 3,385,613 14.68%
Japan 189 0.00%
Europe 200,008 0.87%
Others 115,560 0.50%
Total 23,061,311 100.00%

Our company's primary product is the spherical array (BGA) substrates for IC. It is used as the chip carrier for semi-conductor packaging and acts as the connecting channel to external circuit. It is categorized as a raw material for the packaging industry or a carrier component. Its main sales targets are domestic and foreign IC packaging, design and system businesses.

b.Market Share

Currently, Japan remains to be the leading country of IC substrates production. It is the priority choice of the majority of packaging companies. This is mainly because of the overall strength of Japan's electronics industry, its certification numbers, excellent process capabilities, peripheral materials, and the support capability of its equipment industry. These factors enable Japan's substrates manufacturers to outperform others.

Our nation ranks as the second largest producing country. We have complete industrial chain and world's largest IC OEM manufacturing scale, which successfully drives the demands for substrates and packaging. Through technology authorization, along with their own process control technology, integrated industry environment & peripheral resources, etc., our IC substrates industry made our nation to become the second largest producer; second only to Japan, Currently, the industry has moved the production of substrates products with lower technical levels to mainland China. In the future, the local production scale will grow significantly, as the electronics industrial chain expands.

In recent years, Japan, Korea, and Taiwan's IC substrates manufacturers have been engaged in fierce competition. Looking at the numbers from 2014, Taiwan's IC substrate manufacturers grabbed a significant market share of 32%. Even though Japanese Yen depreciated over 20% against USD (US dollars) since 2013, however, our IC substrate manufacturers stood firm and continued to exhibit their competitive power.

c.Future Demand and Supply Condition, and Growth Potential of the Market

Currently, IC substrates are used 100% in the packaging market. They are categorized as one of the high-end electronic packaging materials. In addition to the drive from the global electronics market, as the complexity of the products and the speed of signals increase, IC substrate industry has become an important factor in elevating the level of packaging. According to data published by Prismark, the production value of

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English Translation of The Annual Report Originally Issued in Chinese

IC substrate was about $7.782 billion dollars in 2013, which was about 13.8% of the overall PCB production value. It is estimated that by 2017, as the global market continues to grow moderately, the global PCB production value could reach $65.6 billion, with an annual compound growth rate of 4.04%. The annual production value of IC substrates is estimated to reach $9.231 billion in 2017, with an annual compound growth rate of 4.36%; which is slightly above the industrial level. Among its products, FC CSP shows the strongest growth with an annual compound growth rate reaching 11.83% in 2013-2017, due to the expanding applications of smart phones and other portable devices. This shows that as the functions of electronic products become more complex, the corresponding packaging forms will also make progresses, and the ratio of high-end packaging will definitely continue to grow.

d.Competitive Niche

Our technical team is primarily consisted of research institutes, well-known professionals, related industries, and foreign and domestic experts. Both the quality of our products and the production capacity meet the international standards. Systems manufacturers from various countries are also gradually affirming our production technology and price competitiveness, and are starting to use substrates produced by our domestic manufacturers.

Our company is a Full Process Workshop. We are capable of providing our customers with the full manufacturing process service from circuit design, photomask manufacturing, substrates production, to automatic electric testing. Customers can access our computer system through the Internet and query relevant real-time information. This can help to maintain good and stable cooperative relations with our customers.

  • e.Favorable and Unfavorable Factors for Development Perspectives, and the Responding Measures

(a) Favorable factors

  • �IDM factory releases production capacity to system chipset manufacturers, which gives domestic system chipset manufacturers and packaging factories more space to grow as well as more business opportunities. Furthermore,

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packaging technology is moving towards the direction of high pin count and small pin pitch to achieve the goals of light, thin, short, and small; BGA substrates are certainly the right technology that is in line with such a product trend.

  • �Since the founding of our company thirteen years ago, our R&D and manufacturing technology teams have already accumulated rich experiences and acquired excellent skills. Their capabilities in continued innovation and rapid development have also grown to a level that allow them to compete with other nations. The packaging factories are adopting broader and diversified certification systems to allow them to work closely with domestic substrate manufacturers in order to lower costs and shorten delivery times. Such practice of local procurement has become a trend and can facilitate the continuous development of the industry in the future.

  • �Professional Full Process Workshop can provide customers with technical services and consultation in areas of circuit design, photomask manufacturing, substrate production, automatic inspection, and others. Customers can receive all the services they need at the same time, thus saving them time, effort, and money.

(b)Unfavorable factors

  • �Because BGA substrate and packaging technologies change as the chip design companies' products change, therefore, the life cycles of these technologies often are shorter. When the chip design companies change the specifications of their products, the substrate design of BGA and packaging technologies will have to be modified in sync with the market.

  • Responding measures: In order to keep up with the market trends, our company actively strives to increase R&D capacity, as well as strengthen our design and manufacturing abilities in multi-layer boards and thin boards. In the future, the company will continue to develop various types of Flip Chip substrates, ultra-thin boards, and high-density substrates needed, and at the same time extend patented technologies that we currently own in order to compete for market opportunities.

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English Translation of The Annual Report Originally Issued in Chinese

  • �Since BT base material are Mitsubishi's proprietary material, therefore, if Mitsubishi's production capacity tightens, it will definitely affect our product delivery and consequently cause us to lose customers.

Responding measures: In addition to maintain good relations with current BT base material manufacturer, we will conduct development testing of related substitute materials at the same time, in order to prevent the risk of material shortage; thus allowing us to have multiple sources of suppliers and maintain a stable supply of the primary raw material. (For instance, material from Hitachi and others.)

  • (B) Major Applications and Manufacturing Processes of the Primary Products

a.Major applications of the primary products

PrimaryProduct Major Application
PBGA Substrates BGApackaging;applicationproducts include chipsets andgraphics chips.
MCM(Multi chip
Module)Substrates
MCM packaging; application products include IC that combines analog,
digital, power control circuit,as well as memoryand logical IC control.
CSP Substrates CSP packaging; application products include Flash, high-speed DRAM,
and logical chips.
Flip chip Application products include chipsets, graphics chips, Flash memory,
and logical IC.
FC CSP High-end hand-held devices' system chips, communication chips,
and chipsets.
Embedded Substrates Embedded substrates can shorten spacing between components, in order
to improveproducts' electricalproperties.

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English Translation of The Annual Report Originally Issued in Chinese

(b) Manufacturing Process of the Primary Products

==> picture [411 x 367] intentionally omitted <==

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

Multi-layer
START Double layer
Drilling
Solder Mask
Circuit Formation Drilling
Inner AOI DP+Cu Plating Ni/Au
Plating
Layer Brown
Plug Hole AEI
Oxide
Circuit
Lamination AVI
Formation
X-ray Drilling AOI
Packing
----- End of picture text -----

(C)Supply Condition of the Primary Raw Materials

The company's primary materials include BT substrates, gold potassium cyanide, films, copper sheets, etc. Among them, BT substrates and films are purchased from major foreign manufacturers. In order to ensure a stable supply of the materials and their quality, the company does not easily change suppliers once they have been rated and gone through the trial production. In addition, we actively seek to maintain good long-term relationships with our suppliers. Through the long-term cooperative relationships, lowered costs, fast and flexible delivery schedules, we strive to increase the competitive power of our products and create the maximum profits.

Supply Areas (Manufacturers) of the Primary Raw Materials

PrimaryRaw aterial SupplyArea Supplier
Substrates Japan Mitsubishi、Hitachi、Ajinomoto fine
Goldpotassium Taiwan Hon Hai
Copper sheets Japan OFUNA
Films Japan Mitsubishi、Hitachi

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(D)Major Suppliers in the Last Two Calendar Years

a.Major Clients in the Last Two Calendar Years

Unit: NT$’000

2014 2014 2015 2015
Item Client name Amount % to annual
net sale〔%〕
Relation
with
issuer
Client name Amount % to annual net
sale〔%〕
Relation
with issuer
1 B 2,258,344 9.05 None A 1,449,489 6.29 Parent
company
2 D 1,898,187 7.61 None B 1,435,632 6.22 None
3 A 1,834,048 7.35 Parent
company
C 1,417,507 6.15 None
Others 18,953,255 75.99 Others 18,758,683 81.34
Nt l 24943834 100 Nt l 23061311 100
e sae ,, e sae ,,

Due to continued upgrading product packaging from Lead Frame to BGA, even flip chip, IC substrate market demand continues. The main customers of the sales amount do not change much.

b.Major Suppliers in the Last Two Calendar Years

Unit: NT$’000

2014 2014 2015 2015
Item Supplier
name
Amount % to annual
purchase
〔%〕
Relation
with issuer
Supplier
name
Amount % to annual
purchase
〔%〕
Relation
with issuer
1 C 1,321,111 14.32 None A 941,428 11.50 None
2 A 1,287,890 13.96 None B 919,129 11.23 None
3 B 890,304 9.65 None C 861,591 10.52 None
Others 5,728,309 62.07 Others 5,465,589 66.75
Net 9227614 100 Net 8187737 100
purchase ,, purchase ,,

The company's principal raw materials including gold potassium cyanide, base material, film, copper sheets, drills, milling cutters, dry film and chemicals.Since established, our exposure in the market goes higher, and sales continues to grow under market demand. The cost of raw materials such as copper and gold prices go up which caused the purchasing value continues to rise too.

, As to the major raw material supplier customers require high quality control in Substrate base. Due to long attestation and short life cycles, the major material would not be easily replaced. Therefore, we only use 1 to 2 suppliers as the main supplier.The major suppliers don’t change much respectively in 2014 and 2015.

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(E)Production in the Last Two Years

Unit: NT$’000

Year
Output
Major Products
(or bydepartment)
2015 2014
Capacity Quantity Amount Capacity Quantity Amount
Support plate 5,890,357 5,407,999 19,808,056 6,545,348 6,009,353 21,433,597

(F)Sales in the Last Two Years

Unit: NT$’000 Unit: NT$’000 Unit: NT$’000 Unit: NT$’000 Unit: NT$’000 Unit: NT$’000 Unit: NT$’000 Unit: NT$’000
Year
Shipments
& Sales
Major Products
(or bydepartments)
2015 2014
Local Export Local Export
Quantity Amount Quantity Amount Quantity Amount Quantity Amount
Support plate 1,119,524 4,712,384 4,309,806 13,114,867 1,305,259 6,500,076 4,595,669 12,790,161
Others - 4,472,230 - 761,830 - 4,423,995 - 1,229,602
Total - 9,184,614 - 13,876,697 - 10,924,071 - 14,019,763
  • (3)The number of employees employed for the 2 most recent fiscal years, and during the current

fiscal year up to the date of printing of the annual report, their average years of service, average age, and education levels (including the percentage of employees at each level)

Year 2014 2015 Data as of in 2016/03/31
Number of
Employees
Management 226 250 251
R&D/Technician 555 603 613
operating personnel 2,899 2,964 2,897
Total 3,680 3,817 3,761
Average Age 31.9 32.8
32.5
Average Years of Service 4.2 4.8
4.7
Education Ph.D. 0.11% 0.11%
0.11%
Masters 8.37% 9.55%
9.51%
Bachelor’s Degree 48.48% 50.76%
50.14%
Senior High School 39.78% 36.61%
37.28%
Below Senior High
School
3.26% 2.98%
2.96%

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(4)Disbursements for environmental protection

The loss or penalty caused by environmental pollution during the latest year and up to the printing date of this annual report: None

Lately, due to high awareness of environmental protection, requirements of environmental quality are growing continuously. Concurrently with the discharge standard of pollutants are gradually improving, we spent hundreds of millions of dollars investment in pollution prevention equipment in order to make every effort to prevent pollution even though we are only a 15 years old company. As of the date of annual report published, there is no pollution disputes found.

(5)Labor relations

  • (A)Companies of various welfare measures, further education, training, retirement systems and their implementation status, as well as the agreement between labor and employee rights protection measures.

  • (a)Benefits and their implementation

    • a.Employee Stock Bonus

    • b.Group Insurance

    • c.Festival Prizes: the Dragon Boat Festival, Mid-Autumn Festival bonus

d.Year-End Bonus

e.SSA benefits: marriages, births, deaths, serious injuries, disasters, major accidents

f.On-the-JobTraining

  • g.Employee benefits Committee provides:

  • i.Travelling

  • ii.Club

iii.Birthday Voucher

  • (b)Further education and training and its implementation status

For the purpose of enhancing staff quality and job skills, we stipulate "Administrative Measures on Education and Training" in orientation training, and for all employees to implement general training and professional training on schedule to become outstanding professionals, and improve the operating performance and effective utilization of human resources.

  • (c)Situation of Retirement System and Its Implementation

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The company established Retirement Oversight Committee in 2001 under the approval of House of labor of Taoyuan County Government letter of No 126197. Total monthly salaries to be made 2% of the labor pension fund to the Central Trust Bureau Accounts in the same year. Exercising Labor Pension Act on 2005/07/01. After practice, employees , can either adopt in "Labor Standards Law" provisions relating to pensions or adopt new 。 Act to the pension system and retain the application of the regulations before the length , To those who apply the Act the employee pension contribution will be made monthly, which shall not be less than 6%.of monthly salary.

(d)Agreement between labor and employee rights protection measures

We have always been treasured the spirit of labour integration, coexistence and common prosperity dealing with the labour relations. We take preciously of employee comments and employees’ comments are welcomed at any time through the company's formal and informal channels of communication to reflect their problems of life and work. Through the opportunities for two-way communication between the company and employees, we are able to have greater mutual understanding and awareness to build consensus and success in the long run.

a.Labor Coordination Meeting

Labor coordination meetings held on a regular basis, pushed by the employers represented, promoted mainly focus on the company's system of communication with employees on the company's orders, work environment, safety and health issues for two-way communication. The communication through this consultation between employers and business owner, It srengthen not only the mutual trust but also the mutual understanding.

  • b.Employee benefits Committee

Members of the Employee benefits Committee are elected by employees directly and openly who are good at communication. At the Welfare Committee meeting, both employers and employees are able to reach adequate communication to the company's various welfare measures.

  • (B)Losses due to labour disputes, and current and future estimated amount of responses may occur as of the date of annual report publishe: No.

The company collective bargaining agreements are based on the Labor Standards Law. Humane management is applied in operation management, the rapport between employers has never caused any loss by labour disputes.

  • (6)Important contracts: None

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6. An Overview of the Company's Financial Status

(1)Condensed balance sheets and statements of comprehensive income for the past 5 fiscal years

(A)Brief Balance Sheet and Statements of Comprehensive Income

a. Brief Consolidated Balance Sheet- Adopting IFRSs

Unit: NT$’000

Unit: NT$’000
Year
Item
2012 2013 2014 2015
Current Assets 21,018,448 21,812,172 23,471,268 23,471,368
Property, Plant and Equipment 14,136,096 14,756,743 15,429,778 16,150,904
Intangible Assets 8,098 14,159 19,982 30,280
Other Assets 1,027,392 1,529,268 2,130,646 2,986,180
Total Assets 36,190,034 38,112,342 41,051,674 42,638,732
Current
liabilities
Before
Appropriation
8,167,617 9,003,298 10,103,181 10,318,448
After
Appropriation
9,505,617 10,341,298 11,887,181 (Note2)
Non-Current Liabilities 2,689,899 1,579,904 895,719 1,492,483
Total
liabilities
Before
Appropriation
10,857,516 10,583,202 10,998,900 11,810,931
After
Appropriation
12,195,516 11,921,202 12,782,900 (Note2)
Equity Attributable to
Shareholders of the Parent
Capital 4,460,000 4,460,000 4,460,000 4,460,000
Capital Surplus 5,853,673 5,863,612 5,939,819 5,939,819
Retained
earnings
Before
Appropriation
12,746,962 14,646,450 16,718,487 17,829,718
After
Appropriation
11,408,962 13,308,450 14,934,487 (Note2)
Other Components of Equity (74,424) 108,879 279,703 194,484
Treasury Stock - - - (32,885)
Non-controlling Interests 2,346,307 2,450,199 2,654,765 2,436,665
Total Equity Before
Appropriation
25,332,518 27,529,140 30,052,774 30,827,801
Aafter
appropriation
23,994,518 26,191,140 28,268,774 (Note2)

Note 1: Adopting IFRSs since year 2013.

Note 2: Earning appropriation of 2015 has not received approved by the board of shareholders

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b. Brief Parent-Company-Only Balance Sheet –Adopting IFRSs

Unit: NT$’000

Unit: NT$’000
Year
Item
2012 2013 2014 2015
Current Assets 16,954,391 17,879,353 19,880,887 19,685,035
Property, Plant and Equipment 7,370,315 7,970,375 8,914,836 10,309,220
Intangible Assets 2,298 7,408 11,927 9,869
Other Assets 4,253,720 5,114,118 5,453,133 6,075,014
Total Assets 28,580,724 30,971,254 34,260,783 36,079,138
Current
Assets
Before
Appropriation
4,999,895 5,391,312 6,311,775 7,325,160
After
Appropriation
6,337,895 6,729,312 8,095,775 (Note2)
Non-Current Liabilities 594,618 501,001 550,999 362,842
Total
Liabilities
Before
Appropriation
5,594,513 5,892,313 6,862,774 7,688,002
After
Appropriation
6,932,513 7,230,313 8,646,774 (Note2)
Equity Attributable to
Shareholders of the Parent
Capital 4,460,000 4,460,000 4,460,000 4,460,000
Capital Surplus 5,853,673 5,863,612 5,939,819 5,939,819
Retained
Earning
Before
Appropriation
12,746,962 14,646,450 16,718,487 17,829,718
After
Appropriation
11,408,962 13,308,450 14,934,487 (Note2)
Other Components of Equity (74,424) 108,879 279,703 194,484
Treasury Stock - - - (32,885)
Non-controlling Interests - - - -
Total Equity Before
Appropriation
22,986,211 25,078,941 27,398,009 28,391,136
After
Appropriation
21,648,211 23,740,941 25,614,009 (Note2)

Note 1: Adopting IFRSs since year 2013.

Note 2: Earning appropriation of 2015 has not received approved by the board of shareholders

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c. Brief Consolidated Statements of Comprehensive Income -Adopting IFRSs

Unit: NT$’000

Unit: NT$’000
Year
Item
2012 2013 2014 2015
Operating Revenues 22,034,283 23,102,827 24,943,834 23,061,311
Gross Profit 5,224,055 6,204,434 6,946,880 5,961,602
Operating Income 2,801,424 3,435,401 4,009,159 3,063,724
Non-Operating Income and Expense 70,552 227,947 141,913 141,524
Income Before Income Tax 2,871,976 3,663,348 4,151,072 3,205,248
Net Income of Continuing Operation
Unit
2,375,672 3,116,254 3,490,233 2,729,526
Income (Loss) from Discontinued
Operation
- - - -
Net income 2,375,672 3,116,254 3,490,233 2,729,526
Other Comprehensive Income (266,968) 317,234 301,864 (137,614)
Total Comprehensive Income 2,108,704 3,433,488 3,792,097 2,591,912
Net income (loss) Attributable to
Shareholders of the Parent
2,790,562 3,224,093 3,617,327 2,903,952
Net income (loss) Attributable to
Non-ControllingInterests
(414,890) (107,839) (127,094) (174,426)
Comprehensive Income Attributable to
Shareholders of the Parent
2,619,178 3,420,791 3,803,861 2,810,012
Comprehensive Income Attributable to
Non-ControllingInterests
(510,474) 12,697 (11,764) (218,100)
Earnings Per Share (in NT$) 6.26 7.23 8.11 6.51

Note: Adopting IFRSs since year 2013.

d. Brief Parent-Company-Only Statements of Comprehensive Income -Adopting IFRSs

Unit: NT$’000

Unit: NT$’000
Year
Item
2012 2013 2014 2015
Operating Revenues 17,651,784 18,026,999 19,290,237 17,827,251
Gross profit 5,767,213 6,038,599 6,273,087 5,313,503
Operating Income 4,029,648 4,100,235 4,300,134 3,509,636
Non-Operating Income and Expense (744,794) (331,174) (150,430) (162,134)
Profit (loss) from continuing operations
before tax
3,284,854 3,769,061 4,149,704 3,347,502
Net Income of Continuing Operation
Unit
2,790,562 3,224,093 3,617,327 2,903,952
Income (Loss) from Discontinued
Operation
- - - -
Net income 2,790,562 3,224,093 3,617,327 2,903,952
Other Comprehensive Income (171,384) 196,698 186,534 (93,940)
Total Comprehensive Income 2,619,178 3,420,791 3,803,861 2,810,012
Earnings per share(in NT$) 6.26 7.23 8.11 6.51

Note: Adopting IFRSs since year 2013.

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  • (B) Brief Balance Sheet and Income Statement-adopting ROC GAAP

  • a. Brief Balance Sheet –Adopting ROC GAAP

Unit: NT$’000

Unit: NT$’000 Unit: NT$’000
Year
Item
Partial financial data from last five years
(Note)
2011 2012
Current Assets 14,461,721 16,978,716
Mutual Fund and Investment 4,655,632 3,671,070
Fixed Assets 8,171,834 7,906,248
Intangible Assets 22,977 2,298
Other Assets 35,605 35,349
Total Assets 27,347,769 28,593,681
Current
Liabilities
Before Appropriation 4,709,926 4,962,645
After Appropriation 6,047,926 6,300,645
Long Term Liabilities 839,822 514,292
Other Liabilities 10,607
Total
Liabilities
Before Appropriation 5,560,355 5,476,937
After Appropriation 6,898,355 6,814,937
Capital 4,460,000 4,460,000
Capital Surplus 5,850,000 5,853,673
Retained
Earnings
Before Appropriation 11,417,801 12,877,495
After Appropriation 10,079,801 11,539,495
Unrealized Gain or Loss on Financial
Instrument
7,826 15,646
Cumulative Translation Adjustment 51,787 (90,070)
Net Loss Not Recognized as Pension
Cost
Shareholder’s
Equity
Before Appropriation 21,787,414 23,116,744
Total
Amount
After Appropriation 20,449,414 21,778,744

Note: Annual reports for 2011~2012 were certified by Account and adopting IFRSs since year 2013.

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b. Brief Income Statement- Adopting ROC GAAP

Unit: NT$’000

Unit: NT$’000 Unit: NT$’000
Partial financial data from last five year
(Note1)
2011 2012
OperatingGross 16,870,553 17,651,784
Grossprofit 5,461,101 5,772,776
OperatingIncome 3,651,032 4,037,328
Non-operatingIncome 87,393 114,600
Non-operatingExpense. (550,173) (859,942)
Continuing Operating Income
Before Tax
3,188,252 3,291,986
ContinuingOperatingIncome 2,798,653 2,797,694
Discontinued Operation
Income(Loss)
ExtraordinaryGain(Loss)
Cumulative Effect of Changes
in AccountingPrinciples
Net Income(Loss) 2,798,653 2,797,694
Earnings Per Share (in NT$)
(Note 2)
6.28 6.27

Note1: Annual Reports for 2011~2012 were certified by accountant and adopting IFRSs since year 2013.

Note 2: Earning per share equals to adjustment of annual surplus and capital surplus increase divided by weighted average common stock issued in the stock market.

(C) Certified Accountants’ Names from Past Five Years

Year Name of
Accountant
Firm Opinion Reason for Changing
2011 Hong, Mao Yi
Guo, Shao Bin
Ernst & Young Unmodified Internal rotation
2012 Guo, Shao Bin
Xu,Xin Min
Ernst & Young Unmodified Internal rotation
2013 Huang, Yi Hui
Zhang,Zhi Ming
Ernst & Young Unmodified Internal rotation
2014 Huang, Yi Hui
Zhang,Zhi Ming
Ernst & Young Unmodified None
2015 Huang, Yi Hui
Zhang,Zhi Ming
Ernst & Young Unmodified None

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(2) Financial analyses for the past 5 fiscal years

(A)Adopting IFRSs-Consolidated

In NT$’000

Year( Note 1)
Analysis Items(Note 2)
Year( Note 1)
Analysis Items(Note 2)
Year( Note 1)
Analysis Items(Note 2)
2012 2013 2014 2015
Capital
Structure
Analysis
(%)
Debt Ratio 30.00 27.77 26.79 27.70
Long Term Funds to Fixed Assets 189.14 182.31 180.16 172.30
Liquidity
Analysis
(%)
Current Ratio 257.34 242.27 232.32 227.47
Quick Ratio 232.08 218.74 209.93 203.78
Interest Coverage 41.10 66.90 74.49 57.26
Operation
Performance
Analysis
Average Collection Turnover
(times)
5.81 6.19 6.89 6.20
Average Collection Days 63 59 53 59
InventoryTurnover (times) 6.86 7.46 7.26 6.38
Average Payable Turnover (times) 8.77 8.71 9.10 8.38
Average InventoryTurnover Days 53 49 50 57
Fixed Assets Turnover (times) 1.45 1.50 1.56 1.28
Total Assets Turnover (times) 0.62 0.62 0.63 0.55
Return On
Investment
Analysis
Return on Total Assets (%) 6.82 8.51 8.92 6.63
Return on equity(%) 9.55 11.79 12.12 8.97
Income to
Capital (%)
OperatingIncome 62.81 77.03 89.89 68.69
Pre-Tax Income 64.39 82.14 93.07 71.87
Net Income to Sales 10.78 13.49 13.99 11.84
EarningPer Share (NT$) 6.26 7.23 8.11 6.51
Cash Flow Cash Flow Ratio (%) 66.59 67.50 68.17 67.24
Cash Flow AdequacyRatio (%) 95.09 94.87 107.97 108.92
Cash Flow Re-investment Ratio 10.61 11.80 11.81 11.03
Leverage Operation Leverage 2.47 2.29 2.17 2.84
Financial Leverage 1.03 1.02 1.01 1.02
Please explain why financial ratio has changed up to 20 % for the most recent two years:
The over 20% changes in Interest coverage, Return on assets, Return on equity, the ratio of operating
profits to paid-in capital, the ratio of IBIT to paid-in capital and operation leverage are mainly
attributed to decreases in sale revenues andprofitability.

Note 1: Adopting IFRSs since year 2013, every annual report has certified by CPA. Note 2: Calculation methods will be stated in the following sections.

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(B)Adopting IFRSs-Parent-Company-Only

Year (Note1)
Item(Note 2)
Year (Note1)
Item(Note 2)
Year (Note1)
Item(Note 2)
2012 2013 2014 2015
Capital
Structure
Analysis
(%)
Debt Ratio 19.57 19.03 20.03 21.31
Long Term Funds to Fixed Assets 297.10 283.55 269.96 225.32
Liquidity
Analysis
(%)
Current Ratio 339.09 331.63 314.98 268.73
Quick Ratio 311.75 308.32 292.83 249.17
Interest Coverage 164.11 222.16 211.52 157.72
Operation
Performance
Analysis
Average Collection Turnover (times) 6.72 6.75 7.60 6.52
Average Collection Days 54 54 48 56
InventoryTurnover (times) 7.22 8.48 8.56 7.73
Average Payable Turnover (times) 12.17 12.58 11.79 9.13
Average InventoryTurnover Days 51 43 43 47
Fixed Assets Turnover (times) 2.19 2.13 1.99 1.54
Total Assets Turnover (times) 0.63 0.61 0.59 0.51
Return On
Investment
Analysis
Return on Total Assets (%) 10.04 10.88 11.14 8.31
Return on Equity(%) 12.49 13.42 13.79 10.41
Income to
Capital (%)
OperatingIncome 90.35 91.93 96.42 78.69
Pre-Tax Income 73.65 84.51 93.04 75.06
Net Income to Sales (%) 15.81 17.88 18.75 16.29
EarningPer Share (NT$) 6.26 7.23 8.11 6.51
Cash Flow Cash Flow Ratio (%) 100.45 110.42 96.28 83.58
Cash Flow AdequacyRatio (%) 138.54 139.63 146.63 126.83
Cash Flow Re-investment Ratio 12.03 14.47 12.52 11.84
Leverage Operation Leverage 1.50 1.49 1.50 1.64
Financial Leverage 1.01 1.00 1.00 1.01
Please explain why financial ratio has changed up to 20 % for the most recent two years:
The over 20% changes in Interest coverage, Turnover of AP, turnover of property, plants and
equipment, return on assets, return on equity are mainly attributed to decreases in sale revenues and
profitability.

Note 1: Adopting IFRSs since year 2013, every annual report has certified by CPA. Note 2: Calculation methods will be stated in the following sections.

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  • a.Capital Structure Analysis

  • (a)Debt Ratio= Total Liabilities/ Total Assets

  • (b) Long Term Funds to Fixed Assets= (Total Equity + non-current liabilities)/ Net value of fixed capital

b.Liquidity

  • (a) Current Ratio= Current Assets/ Current Liabilities

  • (b) Quick Ratio= (Current Assets-Inventory-Prepaid Expense)/ Current Liabilities

  • (c) Interest Coverage=Net Profit before Income Tax and Interest Expense/ Interest Expense

  • c.Operation Performance Analysis

  • (a) Account Receivable (including account receivable and note receivable that derived from operation activities) Turnover Rate= Next Sales/ Average Account Receivable (including account receivable and note receivable that derived from operation activities) remaining amount.

  • (b) Average Collection Days= 365/ Account Receivable Turnover Ratio

  • (c) Inventory Turnover= Cost of Sales/ Average Inventory

  • (d) Account Payable (including account payable and note payable result from business operation) Turnover rate= Cost of Sales/ Average Account Payable (including account payable and note payable that derived from operation activities) remaining amount.

  • (e) Average Inventory Turnover Days= 365/ Inventory Turnover

  • (f) Fixed Assets (Land, Equipment Turnover) = Net Sales/ Average Fixed Assets.

  • (g) Total Assets Turnover= Net Sales/ Average Total Assets

  • d.Return on Investment

  • (a) Return on Total Assets=〔Profit(Loss) after tax + Interest Expense×(1-Interest Rate)〕/Average Total Assets.

  • (b) Return on Equity= Profit (Loss) after tax/Average Total Equity

  • (c) Net Income to Sales= Profit (Loss) after tax/ Net Sales

  • (d) Earning per Share= (attributed to parents profit (loss)-Preferred dividend)/weight average stock share issue. (Note 4)

e.Cash Flow

  • (a) Cash Flow Ratio=Operation Activities Cash Flow/Current Liabilities

  • (b) Cash Flow Adequacy Ratio (%) =Last five years Operation Activities Cash Flow/last five annual years (Cash Expenditure + Increase in Inventory+ Cash Dividends)

  • (c) Cash Flow Re-investment Ratio= (Operation Activities Cash Flow-Cash Dividends)/ (Gross Fixed Assets + Long Term Investment + Other Non-Current Assets + Operation Capital) (Note 5)

f.Leverage

  • (a) Operation Leverage = (Net Operating Income-Variable Cost and Expense)/ Operating Income (Note 6)

  • (b) Financial Leverage = Operating Income / (Operating Income- Interest Expense)

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(C)Adopting ROC GAAP-Consolidated

Year (Note 1)
Analysis Items (Note 2)
Year (Note 1)
Analysis Items (Note 2)
Year (Note 1)
Analysis Items (Note 2)
Last Five Years Financial Analysis Last Five Years Financial Analysis
2011 2012
Capital
Structure
Analysis
(%)
Debt Ratio 30.55 29.66
Long Term Funds to Fixed Assets 182.21 189.21
Liquidity
Analysis
(%)
Current Ratio 280.28 258.75
Quick Ratio 244.24 232.98
Interest Coverage 68.41 41.2
Operation
Performance
Analysis
Average Collection Turnover
(times)
5.89 5.81
Average Collection Days
62 63
Inventory Turnover (times)
7.48 7.75
Average Payable Turnover (times)
8.23 8.76
Average Inventory Turnover Days
49 47
Fixed Assets Turnover (times)
1.59 1.45
Total Assets Turnover (times)
0.69 0.62
Return On
Investment
Analysis
Return on Total Assets
7.66 6.82
Return on equity
10.51 9.54
Income to
Capital (%)
Operating Income
61.04 62.97
Pre-Tax Income
64.35 64.55
Net Income to Sales (%)
10.92 10.81
Earnings Per Share (NT$)
6.28 6.27
Cash Flow Cash Flow Ratio (%)
53.05 66.79
Cash Flow AdequacyRatio (%)
99.8 97.06
Cash Flow Re-investment Ratio (%) 6.12 10.64
Leverage Operation Leverage 2.31 2.46
Financial Leverage 1.01 1.03

Note 1: Adopting IFRSs since year 2013, every annual report has certified by CPA Note 2: Calculation methods will be stated in the following sections.

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(D)Adopting ROC GAAP- Parent-Company-Only

Item (Note 2) Year (Note1) Year (Note1) Last Five Years Financial Analysis Last Five Years Financial Analysis
2011 2012
Capital
Structure
Analysis(%)
Debt Ratio 20.33 19.16
Long Term Funds to Fixed Assets 276.89 298.89
Liquidity
Analysis
(%)
Current Ratio 307.05 342.13
Quick Ratio 271.25 314.09
Interest Coverage 175.08 164.46
Operation
Performance
Analysis
Average Collection Turnover
(times)
7.35 6.72
Average Collection Days
50 54
InventoryTurnover (times)
6.96 8.21
Average Payable Turnover (times)
11.16 12.17
Average InventoryTurnover Days
52 44
Fixed Assets Turnover (times)
2.14 2.2
Total Assets Turnover (times)
0.65 0.63
Return On
Investment
Analysis
Return on Total Assets
10.89 10.06
Return on Equity
13.41 12.46
Income to
Capital (%)
OperatingIncome
81.86 90.52
Pre-Tax Income
71.49 73.81
Net Income to Sales (%)
16.59 15.85
Net Income to Sales (%)
6.28 6.27
Cash Flow Earnings Per Share (NT$)
83.7 101.21
Cash Flow Ratio (%)
143.25 141.38
Cash Flow AdequacyRatio (%) 6.53 12
Leverage (%) Cash Flow Re-investment Ratio (%) 1.46 1.5
Operation Leverage 1.01 1.01

Note 1: Adopting IFRSs since year 2013, every annual report has certified by CPA. Note 2: Calculation methods will be stated in the following sections.

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English Translation of The Annual Report Originally Issued in Chinese

  • a.Capital Structure Analysis

  • (a)Debt Ratio= Total Liabilities/ Total Assets

  • (b) Long Term Funds to Fixed Assets= (Total Equity + non-current liabilities)/ Net value of fixed capital

b.Liquidity

  • (a) Current Ratio= Current Assets/ Current Liabilities

  • (b) Quick Ratio= (Current Assets-Inventory-Prepaid Expense)/ Current Liabilities

  • (c) Interest Coverage=Net Profit before Income Tax and Interest Expense/ Interest Expense

  • c.Operation Performance Analysis

  • (a) Account Receivable (including account receivable and note receivable that derived from operation activities) Turnover Rate= Next Sales/ Average Account Receivable (including account receivable and note receivable that derived from operation activities) remaining amount.

  • (b) Average Collection Days= 365/ Account Receivable Turnover Ratio

  • (c) Inventory Turnover= Cost of Sales/ Average Inventory

  • (d) Account Payable (including account payable and note payable result from business operation) Turnover rate= Cost of Sales/ Average Account Payable (including account payable and note payable that derived from operation activities) remaining amount.

  • (e) Average Inventory Turnover Days= 365/ Inventory Turnover

  • (f) Fixed Assets (Land, Equipment Turnover) = Net Sales/ Average Fixed Assets.

  • (g) Total Assets Turnover= Net Sales/ Average Total Assets

  • d.Return on Investment

  • (a) Return on Total Assets=〔Profit(Loss) after tax + Interest Expense×(1-Interest Rate)〕/Average Total Assets.

  • (b) Return on Equity= Profit (Loss) after tax/Average Total Equity

  • (c) Net Income to Sales= Profit (Loss) after tax/ Net Sales

  • (d) Earning per Share= (attributed to parents profit (loss)-Preferred dividend)/weight average stock share issue. (Note 4)

e.Cash Flow

  • (a) Cash Flow Ratio=Operation Activities Cash Flow/Current Liabilities

  • (b) Cash Flow Adequacy Ratio (%) =Last five years Operation Activities Cash Flow/last five annual years (Cash Expenditure + Increase in Inventory+ Cash Dividends)

  • (c) Cash Flow Re-investment Ratio= (Operation Activities Cash Flow-Cash Dividends)/ (Gross Fixed Assets + Long Term Investment + Other Non-Current Assets + Operation Capital) (Note 5)

f.Leverage

  • (a) Operation Leverage = (Net Operating Income-Variable Cost and Expense)/ Operating Income (Note 6)

  • (b) Financial Leverage = Operating Income / (Operating Income- Interest Expense)

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English Translation of The Annual Report Originally Issued in Chinese

  • (3) Supervisors' or audit committee's report for the most recent year's financial statement

KINSUS INTERCONNECT TECHNOLOGY CORP.

AUDIT REPORT APPROVED BY THE AUDIT COMMITTEE

The Board of Directors has submitted Company Business Operation Report, Financial Report, Consolidated Income Statement and Profit Appropriation Proposal for a period of Jan. 1[st] to Dec. 31[st] 2015. The Financial Report, Consolidated Income Statement were verified and certified by Ernst & Young Global Limited and issued certified reports. Above mentioned reports have confirmed by the audit committee and complied with requirements of Securities and Exchange Act Article 14- 4 and Company Act Article 219.

Please kindly review and accept.

KINSUS INTERCONNECT TECHNOLOGY CORP.

Audit Committee Convener: Chen, Jin-Cia

  • (4) For financial statement for the most recent fiscal year please refers to page 188 to 286.

  • (5) For a parent-company-only financial statement for the most recent fiscal year, certified by a CPA please refer to page 100 to 187.

  • (6) If the Company or its affiliates have experienced financial difficulties in the most recent fiscal year or during the current fiscal year up to the date of printing of the annual report, the annual report shall explain how said difficulties will affect the company's financial situation: None.

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English Translation of The Annual Report Originally Issued in Chinese

7. A Review and Analysis of the Company's Financial Position and Financial Performance and a Listing of Risks

(1) Financial position

Financial Status Review and Analysis Chart

Unit: NT$’000

Year
Item
2015 2014 Differences Differences Note
Amount %
Current Assets
Property, Plant and
Equipment
Prepayment for Equip.
Other Assets
Total Assets
Current Liabilities
Non-Current Liabilities
Total Liabilities
Capital
Capital Surplus
Retained Earning
Other Shareholder Equity
Total Shareholder Equity
23,471,368
16,150,904
2,607,515
408,945
42,638,732
10,318,448
1,492,483
11,810,931
4,460,000
5,939,819
17,829,718
2,598,264
30,827,801
23,471,268
15,429,778
1,748,657
401,971
41,051,674
10,103,181
895,719
10,998,900
4,460,000
5,939,819
16,718,487
2,934,468
30,052,774
$100
$721,126
$858,858
$6,974
$1,587,058
$215,267
$596,764
$812,031
$0
$0
$1,111,231
($336,204)
$775,027
0.00
4.67
49.12
1.73
3.87
2.13
66.62
7.38
0.00
0.00
6.65
(11.46)
2.58
Note 1
Note 2
Note 1: Due to business operation expansion.
Note 2: Due to increase in long-term loans.

89

English Translation of The Annual Report Originally Issued in Chinese

(2) Financial performance

Financial Performance Comparison Analysis

Unit: NT$’000

2015 2014 plus(minus)
Amount
plus (minus)
Variation
ratio (%)
Note
Operating Revenues
Cost Of Goods Sold
Gross Profit
Operating Expenses
Operating Income
Other Non-Operate Inc. and exp.
Pre-Tax Income
Income Tax Expense
Net Incime
Other comprehensive income (loss)
Total comprehensive income
23,061,311
17,099,709
5,961,602
2,897,878
3,063,724
141,524
3,205,248
475,722
2,729,526
(137,614)
2,591,912
24,943,834
17,996,954
6,946,880
2,937,721
4,009,159
141,913
4,151,072
660,839
3,490,233
301,864
3,792,097
(1,882,523)
(897,245)
(985,278)
(39,843)
(945,435)
(389)
(945,824)
(185,117)
(760,707)
(439,478)
(1,200,185)
(7.55)
(4.99)
(14.18)
(1.36)
(23.58)
(0.27)
(22.79)
(28.01)
(21.80)
(145.59)
(31.65)
Note 1
Note 2
Note 3
Note 4
Note 5
Note 6
Analysis on ration changes:
Note 1, 2, 3, 4 and 6: Mainly because of decrease in sale revenue, profitability and income tax.
Note 5: Due to the translation adjustments from currency exchange differences of foreign
operational institutes/investees.
The reason for changes in the Company’s core business: None.

Note 1, 2, 3, 4 and 6: Mainly because of decrease in sale revenue, profitability and income tax. Note 5: Due to the translation adjustments from currency exchange differences of foreign operational institutes/investees.

The reason for changes in the Company’s core business: None.

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English Translation of The Annual Report Originally Issued in Chinese

  • (3) Cash flow: Cash Flow Analysis for the Coming Year

Unit: NT$’000

Unit: NT$’000 Unit: NT$’000
Beginning
cash balance
Cash flow
expecting
from whole
year operation
activities�
Estimate whole
year cash outflow
amount�
Estimate
available cash
balance
(insufficient)
amount
�+�-�
Remedies for Insufficient
cash
Investment
Plan
Financial
Management
Plan
$12,746,307 $19,346,617 $(17,244,487) $14,848,437 - -
a. Cash flow variation analysis:
Cash flow generated from business operation activities has increased continuously because
of slow sales growth forecast. Investment and financial management activities tend to be
conservative, thus estimate cash remains NT$14,848,437 thousands.
b. Estimate cash insufficient remedies and liquidityanalysis: no cash liquidityconcerns.
  • (4)The effect upon financial operations of any major capital expenditures during the most recent fiscal year:

Our company has established a new production facility in Shin-Feng for the purpose of business operation expansion. This facility will be the production base for high end products in the coming years.

  • (5)The Company's reinvestment policy for the most recent fiscal year, the main reasons for the profits/losses generated thereby, the plan for improving re-investment profitability, and investment plans for the coming year:

The company's main investments are all of long-term strategic investments. In year 2015, the parent’s company annual investment loss was NT$325,786 thousand, near to NT$319,590 thousand in 2014. The scale economy of investments was not yet reached and the short-term profitibility needs to be improved. The Company’s board has authority to refine the inestment organization in order to sustain the long-term investment strategy and to continuously generate the value for the Company to a maximum extent.

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English Translation of The Annual Report Originally Issued in Chinese

  • (6)The matters that the risks section shall analyze and assess during the most recent fiscal year and as they stood on the date of printing of the annual report

  • (A)Impacts on Company’s Income and Future Counter Measures for Interest rate, Exchange rate

Fluctuation and Inflation. Our company’s 2015 interest rate and exchange gain or loss is list as below:

ow: ow:
Unit: NT$1,000
Year
Item
2015
Net Exchange Gain(loss) (14,925)
Net Sales 23,061,311
Income before Tax 3,205,248
Net Exchange Gain(loss) (0.06%)
Net Exhange Gain (Loss) to Net Pre-Tax Profit
Ratio
(0.47%)
Interest Revenue 86,116
Interest Revenue to Net Sales Income 0.37%
Interest Income to Pre-Tax Net Profit Ratio 2.69%
Interest Expense 56,968
Interest Expense to Net Sales Interest Ratio 0.25%
Interest Expense to Net Pre-Tax Profit Ratio 1.78%
Interest Income (Expense) to Net Pre-Tax Profit
Ratio
0.91%

Sources: financial reports certified by CPA.

a. Impacts on Interest Rate Fluctuation

Our company always has been in a financial health status. We have assigned financial specialty personnel to cooperate with banks closely and obtain preferred mid to long term fund for our automatic equipments. Recently, annual interests gain (loss) amount only account for 0.91% of our company’s pre-tax profit. Thus, interest fluctuation doesn’t impose serious effects on our company.

b. Impacts of Exchange Rate Fluctuation

  • (a)We use US dollars as main quotation currency for exporting business. Our long term borrowing and major importing items are in US dollars currency. For these reasons, impact of exchange rate change between New Taiwan Dollar (NTD) vs. US. Dollars (USD) is minimal to our company. In year 2015, annual foreign exchange gain (loss) only account for (0.06%) of net sales.

92

English Translation of The Annual Report Originally Issued in Chinese

  • (b)Counter-Measures for Exchange Rate Fluctuation

    • i.Open foreign currency deposit account in banks. Buying NTD or USD depends on money collected from sales and fund needed at the moment. Payment for importing raw materials depends on the exchange rate. We can choose to use foreign currency acquired from exporting or to use foreign currency borough in advance to reduce the effect of exchange rate fluctuation.

    • ii.We try to use USD as major currency when importing raw materials. Borrowing USD loan in order to balance the ratio of USD assets vs. liabilities in order avoid impacts result from exchange rate fluctuation.

  • (c)Impacts of Inflation

    • We keep close look on market price fluctuation and maintain good interaction with suppliers and clients Thus, in 2015 there is no serious incident caused by inflation.
  • (B)Reasons for company policy, gain or loss and future counter measures for engaging in high risk, highly leveraged investments, loans to others, endorsement and financial derivatives.

Latest years our company has not engaged in high risk, highly leveraged investments, loans to others, endorsement. Please refer to this report page 180 and 277. Moreover, our company established rules to regulate financial derivatives transaction and loan with others, endorsement risk management. For these reasons, those activities will not induce serious impacts on our company.

(C)Future R&D plans and Fund Estimated to Invest

Our company benefit from expertise in R&D and production experiences that accumulated for many years which allows us to meet product safety and diversity by launching “Modularized Product Design” production method to promote R&D capabilities, speed up new product development in order to satisfy variety product specifications that requested by different customers.

In the latest years, we have purchased new machines and equipments in order to reach the best production practice and to rejuvenate current products. We expect to invest about NT$1,181,273 thousands in R&D related field in 2016.

  • (D)Changes in domestic and foreign policy and legal impact on the company's financial operations and counter measures

Lately, our company’s financial operations haven’t affected by critical policy or legal changes in domestic and oversea because our main target market is in domestic, legal and

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English Translation of The Annual Report Originally Issued in Chinese

critical policies are relatively stable also there is no military or political risks in the short term in the domestic. Conclude above reasons, we estimate our company will not suffer from negative effects due to major policy and legal changes in domestic and oversea.

  • (E)Influence and Counter-Measures for Technology and Industry Shift Company’s Financial Operation

We pay attention on technology shifting in the industry and assigned specialist to evaluate and research certain changes might influence company’s financial operation and found its counter-measures. In recent years, there is no critical technology shifting that will impose threat on company’s financial operation.

  • (F)Crisis Management and Counter Measures Result from Company’s Image Change Impact.

Our company’s image is always being good; in the recent years there is no significant incidents that would require corporation crisis management.

  • (G)Expected income from merger and potential risk counter-measures: Not Applicable.

  • (H)Expected income from production facilities expansion and potential risk counter-measures: please refer to this report section “7” point (4).

  • (I)Potential risk and counter-measures derived from buying and selling products:

The major raw materials that our company purchased are potassium gold, substrate, transparent film, and copper sheet, drill bit, milling cutter, dry film and chemical substances. Once those materials were approved, changing materials is less likely thus, we only maintain 1~2 suppliers. Meanwhile, we keep good cooperation with other supplies in order to spread risk. Besides, one of our key product- IC BGA substrate, mostly we sell to leading IC design companies in domestic and oversea. Their applications rages are broad so, we are free from centralized sales risk.

  • (J)Risk counter-measures for directors, supervisors, shareholders owns more ten percent of company’s shares, bulk share transfer or redemption: Our company’s directors and shareholders owning more than 10% of company’s share do not engage bulk share transfer.

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English Translation of The Annual Report Originally Issued in Chinese

  • (K)The impact of the change on the company's right to operate, risks and counter-measures: None

  • (L)Litigation or non-litigation case, should list the company and its directors, supervisors, general manager, the sustainable person in charge of, shareholders own more than ten percent of company’s shares and the company has the judgment or the slave system is still in the case of significant litigation non-litigation or administrative contentious event, the results could affect shareholders' equity or securities, should disclose its disputed fact, the subject of money, lawsuits start date, the major parties and deal with the case of the suit before the published this annual report: None.

  • (M)Other Risk and Counter-Measure: None.

  • (7) Other important matters: None

95

English Translation of The Annual Report Originally Issued in Chinese

8. Other Items Deserving Special Mention

  • (1) Information related to the Company's affiliates

  • (A)Associates Consolidated Business Operation Report:

    • a. As of December 31, 2015, our company organization chart as shown below:

==> picture [536 x 596] intentionally omitted <==

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

PIOTEK (SUZHOU) PIOTEK (H.K.)
LIMITED TRADING LIMITED
Share Holding Share Holding
Share Holding 100% 100%
100%
PIOTEK HOLDING LIMITED
KINSUS CORP. (USA)
Share Holding Share Holding 100%
51%
PIOTEK HOLDINGS LTD.
(CAYMAN)
KINSUS KINSUS KINSUS
KINSUS HOLDING
INTERCONNECT HOLDING INTERCONNECT
(SAMOA) LIMITED
TECHNOLOGY Share (CAYMAN) TECHNOLOGY
Share
CORP Holding Share Holding100% LIMITED (SUZHOU) CORP
Holding
100%
100%
PEGAVISION
INVESTMENT LIMTED
Share Holding 100%
Share
Share Holding
Holding KINSU TRADING
36.81%
100% (SUZHOU)
PEGAVISION PEGAVISION LIMTED LIMITED
JAPAN
Share
Share Holding
Holding 100%
100%
PEGAVISION HOLDINGS
CORPORATION
Share Holding
100%
PAGAVISION (SHANG HAI)
LIMTED
----- End of picture text -----

96

English Translation of The Annual Report Originally Issued in Chinese

b.The consolidated entities are listed as follows:

b.The consolidated entities are listed as follows:
Investor
Subsidiary
Main businesses
The Company
KINSUS CORP.
(USA)
Designing
substrates,
formulating
marketing strategy
analysis,
developing new
customers,
researching and
development new
product
technology
The Company
KINSUS HOLDING
(SAMOA)
LIMITED
Investing activities
The Company
KINSUS
INVESTMENT
CO., LTD.
Investing activities
KINSUS HOLDING
(SAMOA)
LIMITED
KINSUS HOLDING
(CAYMAN)
LIMITED
Investing activities
KINSUS HOLDING
(SAMOA)
LIMITED
PIOTEK
HOLDINGS LTD.
(CAYMAN)
Investing activities
KINSUS
INVESTMENT
CO., LTD.
PEGAVISION
CORPORATION
Manufacture of
medical equipment
KINSUS HOLDING
(CAYMAN)
LIMITED
KINSUS
INTERCONNECT
TECHNOLOGY
SUZHOU CORP.
Manufacturing and
selling printed
circuit board
(PCB) (not
high-density
fine-line)
Percentage of Ownership (%)
As of December 31,
2015
100.00%
100.00%
100.00%
100.00%
51.00%
36.81%
100.00%
2014
100.00%
100.00%
100.00%
100.00%
51.00%
36.81%
100.00%

97

English Translation of The Annual Report Originally Issued in Chinese

KINSUS HOLDING XIANG-SHOU Trading of PCB 100.00% 100.00%
(CAYMAN) (SUZHOU) related products
LIMITED TRADING and materials (not
LIMITED high-density
fine-line)
PIOTEK PIOTEK HOLDING Investing activities 100.00% 100.00%
HOLDINGS LTD. LIMITED
(CAYMAN)
PIOTEK HOLDING PIOTEK Researching, 100.00% 100.00%
LIMITED COMPUTER developing,
(SUZHOU) CO., producing and
LTD. selling electronic
components, PCBs
and related
products and
providing
after-sale services
PIOTEK HOLDING PIOTEK (H.K.) Trading activities 100.00% 100.00%
LIMITED TRADING
LIMITED
PEGAVISION PEGAVISION Investing activities 100.00% 100.00%
CORPORATION HOLDINGS
CORPORATION
PEGAVISION PEGAVISION Selling medical 100.00% -%
CORPORATION JAPAN INC. equipment (Note1) (Note1)
PEGAVISION PEGAVISION Selling medical 100.00% 100.00%
HOLDINGS CONTACT equipment
CORPORATION LENSES
(SHANGHAI)
CORPORATION

98

English Translation of The Annual Report Originally Issued in Chinese

  - c.Associates Operating Status in year 2015: please refer to page 174 and 271-Mainland China investment information and Page 184 and 281-invested companies’ information.
  • (B)Associates Consolidated Financial Report: please refer to page 188 to 286.

  • (C)Associates Report:Not applicable.

  • (2)The status of the Company carrying out a private placement of securities during the most recent fiscal year or during the current fiscal year up to the date of printing of the annual report. None.

  • (3)Holding or disposal of shares in the Company by the company's subsidiaries during the most recent fiscal year or during the current fiscal year up to the date of printing of the annual report: None.

  • (4)Other matters that require additional description: None.

  • (5)Any of the situations listed in Article 36, paragraph 3, subparagraph 2 of the Securities and Exchange Act, which might materially affect shareholders' equity or the price of the Company's securities, occuring during the most recent fiscal year or during the current fiscal year up to the date of printing of the annual report: None.

99

English Translation of an Audit Report Originally Issued in Chinese REPORT OF INDEPENDENT AUDITORS

To: the Board of Directors and Shareholders of Kinsus Interconnect Technology Corp.

We have audited the accompanying parent-company-only balance sheets of Kinsus Interconnect Technology Corp. as of December 31, 2015 and 2014, the related statements of comprehensive incomes, changes in equity, and cash flows for the years then ended. These parent-company-only financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these parent-company-only financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the Republic of China and "Guidelines for Certified Public Accountants’ Examination and Reports on Financial Statements", which 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 provide a reasonable basis for our opinion.

In our opinion, based on our audits, the parent-company-only financial statements referred to above present fairly, in all material respects, the financial position of Kinsus Interconnect Technology Corp. as of December 31, 2015 and 2014 and the results of its operations 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.

Ernst & Young February 1, 2016 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.

100

- - 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, 2015 and 2014

(Amounts Expressed in Thousands of New Taiwan Dollars)

Assets Assets Assets As of December 31,2015 As of December 31,2015 As of December 31,2015 As of December As of December 31,2014
Code Accounts Notes Amount % Amount %
1100
1110
1125
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
Available-for-sale financial assets
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(6)
4, 6(6), 7
7
4, 6(7)
4, 6(8)
4, 6(9), 8, 9
4, 6(10)
4, 6(23)
4, 6(9), 9
6(11), 8
$10,998,903
3,524,742
-
423,057
1,835
2,920,639
21,759
281,480
7,489
1,317,749
115,144
72,238
19,685,035
3,610,796
10,309,220
9,869
9,593
2,452,423
2,202
16,394,103
$36,079,138
30
10
-
1
-
8
-
1
-
4
-
-
54
10
29
-
-
7
-
46
100
$10,082,304
5,081,578
40,369
420,000
4,358
2,403,669
1,008
392,702
9,197
1,321,824
76,320
47,558
19,880,887
4,009,504
8,914,836
11,927
-
1,438,282
5,347
14,379,896
$34,260,783
30
15
-
1
-
7
-
1
-
4
-
-
58
12
26
-
-
4
-
42
100

(The accompanying notes are an integral part of the parent-company-only financial statements.)

101

- - 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, 2015 and 2014

(Amounts Expressed in Thousands of New Taiwan Dollars)

Liabilities and Equity Liabilities and Equity Liabilities and Equity As of December 31,2015 As of December 31,2015 As of December 31,2015 As of December As of December 31,2014
Code Accounts Notes Amount % Amount %
2100
2150
2170
2180
2200
2230
2300
21XX
2540
2570
2600
25XX
2XXX
3100
3110
3200
3300
3310
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
Unappropriated earnings
Other components of equity
Treasury Stock
Total equity
Total liabilities and equity
6(12)
7
6(13), 7
4, 6(23)
6(14)
6(15), 8
4, 6(23)
4, 6(16), 6(17)
6(18)
6(18)
6(18)
6(18)
$1,831,266
49,834
1,049,302
428,877
3,094,451
541,841
329,589
7,325,160
288,860
39,834
34,148
362,842
7,688,002
4,460,000
5,939,819
3,049,623
14,780,095
194,484
(32,885)
28,391,136
$36,079,138
5
-
3
1
9
2
1
21
1
-
-
1
22
12
16
8
41
1
-
78
100
$730,798
39,864
927,069
247,315
2,981,520
893,791
491,418
6,311,775
467,335
53,996
29,668
550,999
6,862,774
4,460,000
5,939,819
2,687,890
14,030,597
279,703
-
27,398,009
$34,260,783
2
-
3
1
9
3
1
19
1
-
-
1
20
13
17
8
41
1
-
80
100

(The accompanying notes are an integral part of the parent-company-only financial statements.)

102

- - English Translation of Parent Company Only Financial Statements Originally Issued in Chinese

Kinsus Interconnect Technology Corp.

PARENT-COMPANY-ONLY STATEMENTS OF COMPREHENSIVE INCOME

For the Years Ended December 31, 2015 and 2014

(Amounts Expressed in Thousands of New Taiwan Dollars, Except Earnings Per Share)

Code Accounts Notes 2015 2014
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 expense from continuing operations before income tax
Income tax
Net income
Other comprehensive income (loss)
Item that may not be reclassified to profit or loss
Actuarial gain (loss) on defined benefit plains
Items that may be reclassified subsequently to profit or loss
Unrealized gain (loss) on available-for-sale security
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(21), 7
6(21), 7
6(21)
4, 6(23)
6(22)
6(24)
6(24)
$17,827,251
(12,513,748)
5,313,503
(170,374)
(620,887)
(1,012,606)
(1,803,867)
3,509,636
118,580
66,432
(21,360)
(325,786)
(162,134)
3,347,502
(443,550)
2,903,952
(8,721)
(24,694)
(72,922)
12,397
(93,940)
$2,810,012
$6.51
$6.38
100
(70)
30
(1)
(3)
(6)
(10)
20
1
-
-
(2)
(1)
19
(3)
16
-
-
-
-
-
16
$19,290,237
(13,017,150)
6,273,087
(376,656)
(624,714)
(971,583)
(1,972,953)
4,300,134
113,102
75,770
(19,712)
(319,590)
(150,430)
4,149,704
(532,377)
3,617,327
15,710
9,583
194,267
(33,026)
186,534
$3,803,861
$8.11
$7.98
100
(68)
32
(2)
(3)
(5)
(10)
22
1
-
-
(2)
(1)
21
(2)
19
-
-
1
-
1
20
7070
7900
7950
8200
8300
8310
8311
8360
8362
8370
8399
8500
9750
9850

(The accompanying notes are an integral part of the parent-company-only financial statements.)

103

- - 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, 2015 and 2014

(Amounts Expressed in Thousands of New Taiwan Dollars)

Items Notes Capital Capital
Surplus
Retained Earnings Retained Earnings Other Components of equity Other Components of equity Treasury
Stock
Legal
Reserve
Special
Reserve
Unappropriated
Earnings
Exchange
differences arising
on translation of
foreign operations
Unrealized valuation
gain (loss) on
available-for-sale
financial assets
Code 3100 3200 3310 3320 3350 3410 3425 3500 3XXX
A1
B1
B5
B17
D1
D3
D5
M5
M7
A1
B1
B5
D1
D3
D5
L1
Z1
Balance as of January 1, 2014
Appropriation and distribution of 2013 earnings:
Legal reserve
Cash dividends - common shares
Reversal of special reserve
Net income (loss) for 2014
Other comprehensive income (loss) for 2014
Total comprehensive income
Differences between equity purchase price and carrying amount
arising from acquisition or disposal of subsidiaries
Changes in equities of subsidiaries
Balance as of December 31, 2014
Appropriation and distribution of 2014 earnings:
Legal reserve
Cash dividends - common shares
Net income (loss) for 2015
Other comprehensive income (loss) for 2015
Total comprehensive income
Treasury stock repurchase
Balance as of December 31, 2015
6(18)
6(22)
6(18)
6(22)
$4,460,000
-
4,460,000
-
$4,460,000
$5,863,612
-
50,925
25,282
5,939,819
-
$5,939,819
$2,365,481
322,409
-
2,687,890
361,733
-
$3,049,623
$74,424
(74,424)
-
-
-
$-
$12,206,545
(322,409)
(1,561,000)
74,424
3,617,327
15,710
3,633,037
14,030,597
(361,733)
(1,784,000)
2,903,952
(8,721)
2,895,231
$14,780,095
$93,768
161,241
161,241
255,009
(60,525)
(60,525)
$194,484
$15,111
9,583
9,583
24,694
(24,694)
(24,694)
$-
$-
-
-
-
(32,885)
$(32,885)
$25,078,941
-
(1,561,000)
-
3,617,327
186,534
3,803,861
50,925
25,282
27,398,009
-
(1,784,000)
2,903,952
(93,940)
2,810,012
(32,885)
$28,391,136

(The accompanying notes are an integral part of the parent-company-only financial statements.)

104

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, 2015 and 2014

(Amounts Expressed in Thousands of New Taiwan Dollars)

Code Items 2015 2014 Code Items 2015 2014
AAAA
A10000
A20000
A20010
A20100
A20200
A20300
A20400
A20900
A21200
A22300
A22500
A22500
A23100
A30000
A31110
A31130
A31150
A31160
A31180
A31190
A31200
A31230
A31240
A32130
A32150
A32160
A32180
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
Gain on disposal of property, plant and equipment
Loss on disposal of property, plant and equipment
Gain on disposal of investment
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
Interest received
Interest paid
Income tax paid
Net cash provided by (used in) operating activities
$3,347,502
1,953,230
26,086
(17,179)
(24,447)
21,360
(76,970)
325,786
(5)
725
(30,845)
1,581,283
2,523
(499,791)
(20,751)
110,843
1,708
4,075
(38,824)
(24,680)
9,970
122,233
181,562
(77,360)
(1,126)
254
(4,241)
$4,149,704
1,911,643
20,712
5,418
(27,787)
19,712
(71,135)
319,590
(602)
1,231
(24,691)
-
65,025
38,216
28,369
2,968
3,305
(141,939)
845
(8,323)
270
156,275
64,213
284,537
(4,638)
(52,241)
(3,973)
BBBB
B00400
B00600
B02700
B02800
B03800
B04500
BBBB
CCCC
C00100
C01600
C01700
C04500
C04900
CCCC
EEEE
E00100
E00200
Cash flows from investing activities:
Disposal of available-for-sale financial assets
Acquisition of bond investments for which no active market exists
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
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
46,520
(3,057)
(4,172,476)
5
3,145
(24,028)
51,620
-
(2,636,178)
6,635
(845)
(25,231)
(2,603,999)
(135,335)
474,750
(267,000)
(1,561,000)
-
(1,488,585)
1,984,469
8,097,835
$10,082,304
(4,149,891)
1,100,468
-
(339,432)
(1,784,000)
(32,885)
(1,055,849)
916,599
10,082,304
$10,998,903
6,872,921 6,736,704
77,349
(21,073)
(806,858)
70,627
(19,435)
(710,843)
6,122,339 6,077,053

(The accompanying notes are an integral part of the parent-company-only financial statements.)

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    • English Translation of Parent ~~-~~ Company ~~-~~ Only Financial Statements and Footnotes Originally Issued in Chinese ~~English Translation of Parent Company Only Financial Statements and Footnotes Originally Issued in Chinese~~ Kinsus Interconnect Technology Corp. Kinsus Interconnect Technology Corp. Notes to the Parent-Company-Only Financial StatementsNotes to Parent-Company-Only Financial Statements (Continued)

(Amounts Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

1. HISTORY AND ORGANIZATION

Kinsus Interconnect Technology Corp. (referred to “the Company”) was established on September 11, 2000. Its main business activities include the manufacture of electronic products, the whole-sale and retail-sale of electronic materials, and the consultation services of business operation and management. The Company’s stocks have been governmentally approved on May 20th, 2004 to be listed and traded in Taiwan Stock Exchange starting November 1st, 2004.The registered business premise and main operation address is at 1245, Chung Hua Rd., Hsinwu District, Taoyuan City, Taiwan 32747.

2. DATE AND PROCEDURE OF AUTHORIZATION FOR FINANCIAL STATEMENTS ISSUANCE

The financial statements of the Company were authorized to be issued in accordance with a resolution of the Board of Directors’meeting held on February 1, 2016.

3. NEWLY ISSUED OR REVISED STANDARDS AND INTERPRETATIONS

  • (1) Changes in accounting policies resulting from applying for the first time certain standards and amendments

The Group applied for the first time International Financial Reporting Standards, International Accounting Standards, and Interpretations issued, revised or amended which are recognized by Financial Supervisory Commission (“FSC”) and become effective for annual periods beginning on or after 1 January 2015. The nature and the impact of each new standard and amendment that has a material effect on the Group is described below:

IAS 19 Employee Benefits

The revised IAS 19 brought about the following changes to defined benefit plans which are summarized as below:

  • (a) The interest cost and expected return on plan assets used in the previous version of IAS 19 are replaced with a net-interest amount under the revised IAS 19, which is calculated by applying the discount rate to the net defined benefit liability or asset at the start of each annual reporting period.

  • (b) In the previous version of IAS 19, past service cost is recognized as an expense immediately to the extent that the benefits are already vested, or on a straight-line basis over the average period until the benefits become vested. Under the revised IAS 19, all

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past service costs are recognized at the earlier of when the amendment/curtailment occurs or when the related restructuring or termination costs are recognized. Therefore unvested past service cost is no longer deferred over future vesting periods.

  • (c) The revised IAS 19 required more disclosure. Please refer to Note 6.

IFRS 13 Fair Value Measurements

IFRS 13 establishes a single source of guidance under IFRS for all fair value measurements. IFRS 13 does not change when an entity is required to use fair value, but rather provides guidance on how to measure fair value under IFRS. The Group re-assessed its policies for measuring fair values. Application of IFRS 13 has not materially impacted the fair value measurements of the Group.

Additional disclosures where required under IFRS 13, are provided in the individual notes relating to the assets and liabilities whose fair values were determined. Fair value hierarchy is provided in Note 12. According to the transitional provisions of IFRS 13, IFRS 13 is applied prospectively as of 1 January 2015; the disclosure requirements of IFRS 13 need not be applied in comparative information before 1 January 2015.

IAS 1 Presentation of Financial Statements – Presentation of items of other comprehensive income

Beginning 1 January 2014, the Group presented its items of other comprehensive income that will be reclassified to profit or loss separately from items that will not be reclassified in accordance with the amendments to IAS 1. The amendments affect presentation of statement of comprehensive income only and have no impact on the Group’s financial position or performance.

IAS 1 Presentation of Financial Statements – Clarification of the requirement for comparative information

Beginning 1 January 2014, according to the amendments to IAS 1, when an entity applies an accounting policy retrospectively or makes a retrospective restatement of items in it financial statements, or when it reclassifies items in its financial statements, the opening statement of financial position does not have to be accompanied by comparative information in the related notes. The amendments affect notes accompanying the financial statements only and have no impact on the Group’s financial position or performance.

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  • (2) The Company has not applied the following IFRSs issued by the International Accounting Standards Board (“IASB”) but not endorsed by the FSC. As of the date that the consolidated financial statements were authorized for issue, the initial adoption to the following standards and interpretations is still subject to the effective date to be published by the FSC.

  • (a) IAS 36 “Impairment of Assets” (Amendment)

This amendment relates to the amendment issued in May 2011 and requires entities to disclose the recoverable amount of an asset (including goodwill) or a cash-generating unit when an impairment loss has been recognized or reversed during the period. The amendment also requires detailed disclosure of how the fair value less costs of disposal has been measured when an impairment loss has been recognized or reversed, including valuation techniques used, level of fair value hierarchy of assets and key assumptions used in measurement. The amendment is effective for annual periods beginning on or after 1 January 2014.

  • (b) IFRIC 21 “Levies”

This interpretation provides guidance on when to recognize a liability for a levy imposed by a government (both for levies that are accounted for in accordance with IAS 37 Provisions, Contingent Liabilities and Contingent Assets and those where the timing and amount of the levy is certain). The interpretation is effective for annual periods beginning on or after 1 January 2014.

  • (c) IAS 39 “Financial Instruments: Recognition and Measurement” (Amendment)

Under the amendment, there would be no need to discontinue hedge accounting if a hedging derivative was novated, provided certain criteria are met. The interpretation is effective for annual periods beginning on or after 1 January 2014.

  • (d) IAS 19 “Employee Benefits” (Defined benefit plans: employee contributions)

The amendments apply to contributions from employees or third parties to defined benefit plans. The objective of the amendments is to provide a policy choice for a simplified accounting for contributions that are independent of the number of years of employee service, for example, employee contributions that are calculated according to a fixed percentage of salary. The amendment is effective for annual periods beginning on or after 1 July 2014.

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  • (e) Improvements to International Financial Reporting Standards (2010-2012 cycle):

IFRS 2 “Share-based Payment”

The annual improvements amend the definitions of 'vesting condition' and 'market condition' and add definitions for 'performance condition' and 'service condition' (which were previously part of the definition of 'vesting condition'). The amendment prospectively applies to share-based payment transactions for which the grant date is on or after 1 July 2014.

IFRS 3 “Business Combinations”

The amendments include: (1) deleting the reference to "other applicable IFRSs" in the classification requirements; (2) deleting the reference to "IAS 37 Provisions, Contingent Liabilities and Contingent Assets or other IFRSs as appropriate", other contingent consideration that is not within the scope of IFRS 9 shall be measured at fair value at each reporting date and changes in fair value shall be recognized in profit or loss; (3) amending the classification requirements of IFRS 9 Financial Instruments to clarify that contingent consideration that is a financial asset or financial liability can only be measured at fair value, with changes in fair value being presented in profit or loss depending on the requirements of IFRS 9. The amendments apply prospectively to business combinations for which the acquisition date is on or after 1 July 2014.

IFRS 8 “Operating Segments”

The amendments require an entity to disclose the judgements made by management in applying the aggregation criteria to operating segments. The amendments also clarify that an entity shall only provide reconciliations of the total of the reportable segments' assets to the entity's assets if the segment assets are reported regularly. The amendment is effective for annual periods beginning on or after 1 July 2014.

IFRS 13 “Fair Value Measurement”

The amendment to the Basis for Conclusions of IFRS 13 clarifies that when deleting paragraph B5.4.12 of IFRS 9 Financial Instruments and paragraph AG79 of IAS 39 Financial Instruments: Recognition and Measurement as consequential amendments from IFRS 13 Fair Value Measurement, the IASB did not intend to change the measurement requirements for short-term receivables and payables.

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IAS 16 “Property, Plant and Equipment”

The amendment clarifies that when an item of property, plant and equipment is revalued, the accumulated depreciation at the date of revaluation is adjusted to equal the difference between the gross carrying amount and the carrying amount of the asset. The amendment is effective for annual periods beginning on or after 1 July 2014.

IAS 24 “Related Party Disclosures”

The amendment clarifies that an entity providing key management personnel services to the reporting entity or to the parent of the reporting entity is a related party of the reporting entity. The amendment is effective for annual periods beginning on or after 1 July 2014.

IAS 38 “Intangible Assets”

The amendment clarifies that when an intangible asset is revalued, the accumulated amortization at the date of revaluation is adjusted to equal the difference between the gross carrying amount and the carrying amount of the asset. The amendment is effective for annual periods beginning on or after 1 July 2014.

  • (f) Improvements to International Financial Reporting Standards (2011-2013 cycle):

IFRS 1 “First-time Adoption of International Financial Reporting Standards”

The amendment clarifies that an entity, in its first IFRS financial statements, has the choice between applying an existing and currently effective IFRS or applying early a new or revised IFRS that is not yet mandatorily effective, provided that the new or revised IFRS permits early application.

IFRS 3 “Business Combinations”

This amendment clarifies that paragraph 2(a) of IFRS 3 Business Combinations excludes the formation of all types of joint arrangements as defined in IFRS 11 Joint Arrangements from the scope of IFRS 3; and the scope exception only applies to the financial statements of the joint venture or the joint operation itself. The amendment is effective for annual periods beginning on or after 1 July 2014.

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IFRS 13 “Fair Value Measurement”

The amendment clarifies that paragraph 52 of IFRS 13 includes a scope exception for measuring the fair value of a group of financial assets and financial liabilities on a net basis. The objective of this amendment is to clarify that this portfolio exception applies to all contracts within the scope of IAS 39 Financial Instruments: Recognition and Measurement or IFRS 9 Financial Instruments, regardless of whether they meet the definitions of financial assets or financial liabilities as defined in IAS 32 Financial Instruments: Presentation. The amendment is effective for annual periods beginning on or after 1 July 2014.

IAS 40 “Investment Property”

The amendment clarifies the interrelationship of IFRS 3 and IAS 40 when classifying property as investment property or owner-occupied property; in determining whether a specific transaction meets the definition of both a business combination as defined in IFRS 3 Business Combinations and investment property as defined in IAS 40 Investment Property, separate application of both standards independently of each other is required. The amendment is effective for annual periods beginning on or after 1 July 2014.

  • (g) IFRS 14 “Regulatory Deferral Accounts”

IFRS 14 permits first-time adopters to continue to recognize amounts related to rate regulation in accordance with their previous GAAP requirements when they adopt IFRS. However, to enhance comparability with entities that already apply IFRS and do not recognize such amounts, the Standard requires that the effect of rate regulation must be presented separately from other items. IFRS 14 is effective for annual periods beginning on or after 1 January 2016.

  • (h) IFRS 11 “Joint Arrangements” (Accounting for Acquisitions of Interests in Joint Operations)

The amendments provide new guidance on how to account for the acquisition of an interest in a joint operation that constitutes a business. The amendments require the entity to apply all of the principles on business combinations accounting in IFRS 3 “Business Combinations”, and other IFRS (that do not conflict with the guidance in IFRS 11), to the extent of its share in a joint operation acquired. The amendment also requires certain disclosure. The amendment is effective for annual periods beginning on or after 1 January 2016.

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  • (i) IAS 16“Property, Plant and Equipment and IAS 38 “Intangible Assets” — Clarification of Acceptable Methods of Depreciation and Amortization

The amendment clarified that the use of revenue-based methods to calculate depreciation of an asset is not appropriate because revenue generated by an activity that includes the use of an asset generally reflects factors other than the consumption of the economic benefits embodied in the asset, such as selling activities and change in sales volumes or prices. The amendment also clarified that revenue is generally presumed to be an inappropriate basis for measuring the consumption of the economic benefits embodied in an intangible asset. This presumption, however, can be rebutted in certain limited circumstances. The amendment is effective for annual periods beginning on or after 1 January 2016.

  • (j) IFRS 15 “Revenue from Contracts with Customers”

The core principle of the new Standard is for companies to recognize revenue to depict the transfer of promised goods or services to customers in amounts that reflect the consideration to which the Company expects to be entitled in exchange for those goods or services. An entity recognises revenue in accordance with that core principle by applying the following steps:

Step 1: Identify the contract(s) with a customer Step 2: Identify the performance obligations in the contract Step 3: Determine the transaction price Step 4: Allocate the transaction price to the performance obligations in the contract Step 5: Recognise revenue when (or as) the entity satisfies a performance obligation

The new Standard includes a cohesive set of disclosure requirements that would result in an entity providing users of financial statements with comprehensive information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity's contracts with customers. The Standard is effective for annual periods beginning on or after 1 January 2018.

  • (k) IAS 16 “Property, Plant and Equipment and IAS 41 “Agriculture” - Bearer Plants

The IASB decided that bearer plants should be accounted for in the same way as property, plant and equipment in IAS 16 Property, Plant and Equipment, because their operation is similar to that of manufacturing. Consequently, the amendments include them within the scope of IAS 16, and the produce growing on bearer plants will remain within the scope of IAS 41. The amendment is effective for annual period beginning on or after 1 January 2016.

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  • (l) IFRS 9 “Financial Instruments”

The IASB has issued the final version of IFRS 9, which combines classification and measurement, the expected credit loss impairment model and hedge accounting. The standard will replace IAS 39 Financial Instruments: Recognition and Measurement and all previous versions of IFRS 9 Financial Instruments (which include standards issued on classification and measurement of financial assets and liabilities and hedge accounting).

Classification and measurement: Financial assets are measured at amortized cost, fair value through profit or loss, or fair value through other comprehensive income, based on both the entity’s business model for managing the financial assets and the financial asset’s contractual cash flow characteristics. Financial liabilities are measured at amortized cost or fair value through profit or loss. Furthermore there is requirement that ‘own credit risk’ adjustments are not recognized in profit or loss.

Impairment: Expected credit loss model is used to evaluate impairment. Entities are required to recognize either 12-month or lifetime expected credit losses, depending on whether there has been a significant increase in credit risk since initial recognition.

Hedge accounting: Hedge accounting is more closely aligned with risk management activities and hedge effectiveness is measured based on the hedge ratio.

The new standard is effective for annual periods beginning on or after 1 January 2018.

  • (m) IAS 27 “Separate Financial Statements” — Equity Method in Separate Financial Statements

The IASB restored the option to use the equity method under IAS 28 for an entity to account for investments in subsidiaries and associates in the entity’s separate financial statements. In 2003, the equity method was removed from the options. This amendment removes the only difference between the separate financial statements prepared in accordance with IFRS and those prepared in accordance with the local regulations in certain jurisdictions.

The amendment is effective for annual periods beginning on or after 1 January 2016.

  • (n) IFRS 10 “Consolidated Financial Statements” and IAS 28“Investments in Associates and Joint Ventures” — Sale or Contribution of Assets between an Investor and its Associate or Joint Ventures

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The amendments address the inconsistency between the requirements in IFRS 10 Consolidated Financial Statements and IAS 28 Investments in Associates and Joint Ventures, in dealing with the loss of control of a subsidiary that is contributed to an associate or a joint venture. IAS 28 restricts gains and losses arising from contributions of non-monetary assets to an associate or a joint venture to the extent of the interest attributable to the other equity holders in the associate or joint ventures. IFRS 10 requires full profit or loss recognition on the loss of control of the subsidiary. IAS 28 was amended so that the gain or loss resulting from the sale or contribution of assets that constitute a business as defined in IFRS 3 between an investor and its associate or joint venture is recognized in full.

IFRS 10 was also amended so that the gains or loss resulting from the sale or contribution of a subsidiary that does not constitute a business as defined in IFRS 3 between an investor and its associate or joint venture is recognized only to the extent of the unrelated investors’ interests in the associate or joint venture.

The amendment is effective for annual periods beginning on or after 1 January 2016.

  • (o) Improvements to International Financial Reporting Standards (2012-2014 cycle):

IFRS 5 “Non-current Assets Held for Sale and Discontinued Operations”

The amendment clarifies that a change of disposal method of assets (or disposal groups) from disposal through sale or through distribution to owners (or vice versa) should not be considered to be a new plan of disposal, rather it is a continuation of the original plan. The amendment also requires identical accounting treatment for an asset (or disposal group) that ceases to be classified as held for sale or as held for distribution to owners. The amendment is effective for annual periods beginning on or after 1 January 2016.

IFRS 7 “Financial Instruments: Disclosures”

The amendment clarifies that a servicing contract that includes a fee can constitute continuing involvement in a financial asset and therefore the disclosures for any continuing involvement in a transferred asset that is derecognized in its entirety under IFRS 7 Financial Instruments: Disclosures is required. The amendment also clarifies that whether the IFRS 7 disclosure related to the offsetting of financial assets and financial liabilities are required to be included in the condensed interim financial report would depend on the requirements under IAS 34 Interim Financial Reporting. The amendment is effective for annual periods beginning on or after 1 January 2016.

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IAS 19 “Employee Benefits”

The amendment clarifies the requirement under IAS 19.83, that market depth of high quality corporate bonds is assessed based on the currency in which the obligation is denominated, rather than the country where the obligation is located. The amendment is effective for annual periods beginning on or after 1 January 2016.

IAS 34 “Interim Financial Reporting”

The amendment clarifies what is meant by “elsewhere in the interim financial report” under IAS 34; the amendment states that the required interim disclosures must either be in the interim financial statements or incorporated by cross-reference between the interim financial statements and wherever they are included within the greater interim financial report. The other information within the interim financial report must be available to users on the same terms as the interim financial statements and at the same time. The amendment is effective for annual periods beginning on or after 1 January 2016.

  • (p) IAS 1 “Presentation of Financial Statements” (Amendment):

The amendments contain (1) clarifying that an entity must not reduce the understandability of its financial statements by obscuring material information with immaterial information or by aggregating material items that have different natures or functions. The amendments reemphasize that, when a standard requires a specific disclosure, the information must be assessed to determine whether it is material and, consequently, whether presentation or disclosure of that information is warranted, (2) clarifying that specific line items in the statement(s) of profit or loss and OCI and the statement of financial position may be disaggregated, and how an entity shall present additional subtotals, (3) clarifying that entities have flexibility as to the order in which they present the notes to financial statements, but also emphasize that understandability and comparability should be considered by an entity when deciding on that order, (4) removing the examples of the income taxes accounting policy and the foreign currency accounting policy, as these were considered unhelpful in illustrating what significant accounting policies could be, and (5) clarifying that the share of OCI of associates and joint ventures accounted for using the equity method must be presented in aggregate as a single line item, classified between those items that will or will not be subsequently reclassified to profit or loss. The amendment is effective for annual periods beginning on or after January 1, 2016.

  • (q) IFRS 10 “Consolidated Financial Statements”, IFRS 12 “Disclosure of Interests in Other Entities”, and IAS 28“Investments in Associates and Joint Ventures” — Investment Entities: Applying the Consolidation Exception

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The amendments contain (1) clarifying that the exemption from presenting consolidated financial statements applies to a parent entity that is a subsidiary of an investment entity when the investment entity measures all of its subsidiary at fair value, (2) clarifying that only a subsidiary that is not an investment entity itself and provides support services to the investment entity is consolidated when all other subsidiaries of an investment entity are measured at fair value, and (3) allowing the investor, when applying the equity method, to retain the fair value measurement applied by the investment entity associate or joint venture to its interests in subsidiaries. The amendment is effective for annual periods beginning on or after 1 January 2016.

The abovementioned standards and interpretations issued by IASB have not yet recognized by FSC at the date of issuance of the Group’s financial statements, the local effective dates are to be determined by FSC. As the Group is still currently determining the potential impact of the standards and interpretations listed under (10) and (12), it is not practicable to estimate their impact on the Group at this point in time. All other standards and interpretations have no material impact on the Group.

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(1)Statement of compliance

The parent-company-only financial statements of the Company for the years ended December 31, 2015 and 2014 were prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers (“the Regulations”).

(2)Basis of preparation

The Company prepared parent-company-only financial statements in accordance with Article 21 of the Regulations, which provided that the profit or loss and other comprehensive income for the period presented in the parent-company-only financial statements shall be the same as the profit or loss and other comprehensive income attributable to stockholders of the parent presented in the consolidated financial statements for the period, and the total equity presented in the parent-company-only financial statements shall be the same as the equity attributable to the parent company presented in the consolidated financial statements. Therefore, the Company accounted for its investments in subsidiaries using equity method and, accordingly, made necessary adjustments.

The parent-company-only financial statements have been prepared on a historical cost basis, except for financial instruments that have been measured at fair value. The consolidated financial statements are expressed in thousands of New Taiwan Dollars (“NT$”) unless

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otherwise stated.

  • (3)Foreign currency transactions

The Company’s parent-company-only financial statements are presented in its functional currency, New Taiwan Dollars (NTD). Items included in the parent-company-only financial statements are measured using that functional currency.

Transactions in foreign currencies are initially recorded by the Company at functional currency rates prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the functional currency closing rate of exchange ruling at the reporting date. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined. Non-monetary items that are measured at historical cost in a foreign currency are translated using the exchange rates as at the dates of the initial transactions.

All exchange differences arising on the settlement of monetary items or on translating monetary items are taken to profit or loss in the period in which they arise except for the following:

  • (a) Exchange differences arising from foreign currency borrowings for an acquisition of a qualifying asset to the extent that they are regarded as an adjustment to interest costs are included in the borrowing costs that are eligible for capitalization.

  • (b) Foreign currency items within the scope of IAS 39 Financial Instruments: Recognition and Measurement are accounted for based on the accounting policy for financial instruments.

  • (c) Exchange differences arising on a monetary item that forms part of a reporting entity’s net investment in a foreign operation is recognized initially in other comprehensive income and reclassified from equity to profit or loss on disposal of the net investment.

When a gain or loss on a non-monetary item is recognized in other comprehensive income, any exchange component of that gain or loss is recognized in other comprehensive income. When a gain or loss on a non-monetary item is recognized in profit or loss, any exchange component of that gain or loss is recognized in profit or loss.

  • (4)Translation of financial statements in foreign currency

The assets and liabilities of foreign operations are translated into NTD at the closing rate of exchange prevailing at the reporting date and the income and expenses are translated at an average exchange rate for the period. The exchange differences arising on the translation are recognized in other comprehensive income. On disposal of a foreign operation, the

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cumulative amount of the exchange differences relating to that foreign operation, recognized in other comprehensive income and accumulated in the separate component of equity, is reclassified from equity to profit or loss when the gain or loss on disposal is recognized. The following are accounted for as disposals even if an interest in the foreign operation is retained by the Company: the loss of control over a foreign operation, the loss of significant influence over a foreign operation, or the loss of joint control over a foreign operation.

On partial disposal of a subsidiary that includes a foreign operation that does not result in a loss of control, the proportionate share of the cumulative amount of the exchange differences recognized in other comprehensive income is re-attributed to the non-controlling interests in that foreign operation. In partial disposal of an associate or jointly controlled entity that includes a foreign operation that does not result in a loss of significant influence or joint control, only the proportionate share of the cumulative amount of the exchange differences recognized in other comprehensive income is reclassified to profit or loss.

Any goodwill and any fair value adjustments to the carrying amounts of assets and liabilities arising on the acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and expressed in its functional currency.

(5)Current and non-current distinction

An asset is classified as current when:

  • (a) The Company expects to realize the asset, or intends to sell or consume it, in its normal operating cycle

  • (b) The Company holds the asset primarily for the purpose of trading

  • (c) The Company expects to realize the asset within twelve months after the reporting period

  • (d) The asset is cash or cash equivalent unless the asset is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.

All other assets are classified as non-current.

A liability is classified as current when:

  • (a) The Company expects to settle the liability in its normal operating cycle

  • (b) The Company holds the liability primarily for the purpose of trading

  • (c) The liability is due to be settled within twelve months after the reporting period

  • (d) The Company does not have an unconditional right to defer settlement of the liability for at least twelve months after the reporting period. 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.

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All other liabilities are classified as non-current.

  • (6)Cash and cash equivalents

Cash and cash equivalents comprises cash on hand, demand deposits and short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value (include fixed-term deposits that have matures of 3 months from the date of acquisition).

(7)Financial instruments

Financial assets and financial liabilities are recognized when the Company becomes a party to the contractual provisions of the instrument.

Financial assets and financial liabilities within the scope of IAS 39 Financial Instruments: Recognition and Measurement are recognized initially at fair value plus or minus, in the case of investments not at fair value through profit or loss, directly attributable transaction costs.

A.Financial assets

The Company accounts for regular way purchase or sales of financial assets on the trade date.

Financial assets of the Company are classified as financial assets at fair value through profit or loss, available-for-sale financial assets and loans and receivables. The Compcny determines the classification of its financial assets at initial recognition.

Financial assets at fair value through profit or loss

Financial assets at fair value through profit or loss include financial assets held for trading and financial assets designated upon initial recognition at fair value through profit or loss. A financial asset is classified as held for trading if:

  • i. it is acquired or incurred principally for the purpose of selling or repurchasing it in the near term;

  • ii. on initial recognition it is part of a portfolio of identified financial instruments that are managed together and for which there is evidence of a recent actual pattern of short-term profit-taking; or

  • iii. it is a derivative (except for a derivative that is a financial guarantee contract or a

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designated and effective hedging instrument).

If a contract contains one or more embedded derivatives, the entire hybrid (combined) contract may be designated as a financial asset at fair value through profit or loss; or a financial asset may be designated as at fair value through profit or loss when doing so results in more relevant information, because either:

  • i. it eliminates or significantly reduces a measurement or recognition inconsistency; or

  • ii. a group of financial assets, financial liabilities or both is managed and its performance is evaluated on a fair value basis, in accordance with a documented risk management or investment strategy, and information about the group is provided internally on that basis to the key management personnel.

Financial assets at fair value through profit or loss are measured at fair value with changes in fair value recognized in profit or loss. Dividends or interests on financial assets at fair value through profit or loss are recognized in profit or loss (including those received during the period of initial investment).

If financial assets do not have quoted prices in an active market and their far value cannot be reliably measured, then they are classified as financial assets measured at cost on balance sheet and carried at cost net of accumulated impairment losses, if any, as at the reporting date.

Available-for-sale financial assets

Available-for-sale financial assets are non-derivative financial assets that are designated as available-for-sale or those not classified as financial assets at fair value through profit or loss, held-to-maturity investments, or loans and receivables.

Foreign exchange gains and losses and interest calculated using the effective interest method relating to monetary available-for-sale financial assets, or dividends on an available-for-sale equity instrument, are recognized in profit or loss. Subsequent measurement of available-for-sale financial assets at fair value is recognized in equity until the investment is derecognized, at which time the cumulative gain or loss is reclassified to 。 profit or loss.

If equity instrument investments do not have quoted prices in an active market and their far value cannot be reliably measured, then they are classified as financial assets measured at cost on balance sheet and carried at cost net of accumulated impairment losses, if any, as at the reporting date.

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Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market other than those that the Group upon initial recognition designates as available for sale, classified as at fair value through profit or loss, or those for which the holder may not recover substantially all of its initial investment.

Loans and receivables are separately presented on the balance sheet as receivables or bond investments for which no active market exists. After initial measurement, such financial assets are subsequently measured at amortized cost using the effective interest rate method, less impairment. Amortized cost is calculated by taking into account any discount or premium on acquisition and fee or transaction costs. The effective interest method amortization is recognized in profit or loss.

Impairment of financial assets

The Company assesses at each reporting date whether there is any objective evidence that a financial asset other than the financial assets at fair value through profit or loss is impaired. A financial asset is deemed to be impaired if, and only if, there is objective evidence of impairment as a result of one or more loss events that has occurred after the initial recognition of the asset and that loss event has an impact on the estimated future cash flows of the financial asset. The carrying amount of the financial asset is reduced through the use of an allowance account and the amount of the loss is recognized in profit or loss.

A significant or prolonged decline in the fair value of an available-for-sale equity instrument below its cost is considered a loss event.

Other loss events include:

  • (a)significant financial difficulty of the issuer or obligor; or

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

  • (c)it becoming probable that the borrower will enter bankruptcy or other financial reorganisation; or

  • (d)the disappearance of an active market for that financial asset due to financial difficulties of the issuer.

For held-to-maturity financial assets and loans and receivables measured at amortized cost, the Company first assesses individually whether objective evidence of impairment exists individually for financial asset that are individually significant, or collectively for financial assets that are not individually significant. If the Company determines that no objective

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evidence of impairment exits for an individually assessed financial asset, whether significant or not, it includes the asset in a Company of financial assets with similar credit risk characteristics and collectively assesses them for impairment. If there is objective evidence that an impairment loss has been incurred, the amount of the loss is measured as the difference between the assets carrying amount and the present value of estimated future cash flows. The present value of the estimated future cash flows is discounted at the financial assets original effective interest rate. If a loan has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate. Interest income is accrued based on the reduced carrying amount of the asset, using the rate of interest used to discount the future cash flows for the purpose of measuring the impairment loss.

Receivables together with the associated allowance are written off when there is no realistic prospect of future recovery. If, in a subsequent year, the amount of the estimated impairment loss increases or decreases because of an event occurring after the impairment was recognized, the previously recognized impairment loss is increased or reduced by adjusting the allowance account. If a write-off is later recovered, the recovery is credited to profit or loss.

In the case of equity investments classified as available-for-sale, where there is evidence of impairment, the amount recorded for impairment is the cumulative loss measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that investment previously recognized in profit or loss. The impairment amount is reclassified from equity to profit or loss. Impairment losses on equity investments are not reversed through profit or loss. Increases in their fair value after impairment are recognized directly in equity.

In the case of debt instruments classified as available-for-sale, the amount recorded for impairment is the cumulative loss measured as the difference between the amortized cost and the current fair value, less any impairment loss on that investment previously recognized in profit or loss. Future interest income is based on the reduced carrying amount of assets and calculated using the effective interest rate which is the discount rate for measuring impairment loss. Interest income is recognized in profit or loss. If, in a subsequent year, the fair value of a debt instrument increases and the increase can be objectively related to an event occurring after the impairment loss was recognized in profit or loss, the impairment loss is reversed through profit or loss.

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Derecognition of financial assets

A financial asset is derecognized when:

  • (a) The rights to receive cash flows from the asset have expired

  • (b) The Company has transferred the asset and substantially all the risks and rewards of the asset have been transferred

  • (c) The Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

On derecognition of a financial asset in its entirety, the difference between the carrying amount and the consideration received or receivable including any cumulative gain or loss that had been recognized in other comprehensive income is recognized in profit or loss.

B.Financial liabilities and equity instruments

Classification between liabilities or equity

The Company classifies the instrument issued as a financial liability or an equity instrument in accordance with the substance of the contractual arrangement and the definitions of a financial liability and an equity instrument.

Equity instruments

An equity instrument is any contract of the Company that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Company are recognized at the proceeds received, net of direct issue costs.

Financial liabilities

Financial liabilities within the scope of IAS 39 “Financial Instruments: Recognition and Measurement” are classified as financial liabilities at fair value through profit or loss or financial liabilities measured at amortized cost upon initial recognition.

Financial liabilities at fair value through profit or loss

Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit or loss.

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A financial liability is classified as held for trading if:

  • (a) it is acquired principally for the purpose of selling it in short term;

  • (b) on initial recognition it is part of a portfolio of identified financial instruments that are managed together and for which there is evidence of a recent actual pattern of short-term profit-taking; or

  • (c) it is a derivative (except for a derivative that is a financial guarantee contract or a designated and effective hedging instrument).

If a contract contains one or more embedded derivatives, the entire hybrid (combined) contract may be designated as a financial liability at fair value through profit or loss; or a financial liability may be designated upon initial recognition as at fair value through profit or loss when doing so results in more relevant information, because either:

  • (a) it eliminates or significantly reduces measurement or recognition inconsistency; or

  • (b) a group of financial assets, financial liabilities or both is managed and its performance is evaluated on a fair value basis, in accordance with a documented risk management or investment strategy, and information about the group is provided internally on that basis to the key management personnel.

Gains or losses on the subsequent measurement of liabilities at fair value through profit or loss, including interests, are recognized in profit or loss.

If financial liabilities at fair value through profit or loss do not have quoted prices in an active market and their far value cannot be reliably measured, they are classified as financial liabilities measured at cost on balance sheet and carried at cost as of the reporting date.

Financial liabilities at amortized cost

Financial liabilities measured at amortized cost include payables and borrowings that are subsequently measured using the effective interest rate method after initial recognition. Relevant gains or losses and amortization amounts are recognized in profit or loss when the liabilities are derecognized and amortized through the effective interest rate method.

Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or transaction costs.

Derecognition of financial liabilities

A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires.

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When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified (whether or not attributable to the financial difficulty of the debtor), such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss.

(8)Fair value measurement

Fair value is 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 fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

  • (a) In the principal market for the asset or liability, or

  • (b) In the absence of a principal market, in the most advantageous market for the asset or liability

The principal or the most advantageous market must be accessible to by the Group.

The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants in their economic best interest.

A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.

(9)Inventories

Inventories are valued at lower of cost or net realizable value item by item.

Costs incurred in bringing each inventory to its present location and condition are accounted for as follows:

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Raw materials - At actual purchase cost, using weighted average method Finished goods and work in progress - Including cost of direct materials and labor and a proportion of manufacturing overheads based on normal operating capacity, using weighted average method.

Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and the estimated costs necessary to make the sale.

(10)Investments accounted for using the equity method

The Company accounted for its investments in subsidiaries using equity method and made necessary adjustments in accordance with Article 21 of the Regulations. Such adjustments were made after the Company considered the different accounting treatments to account for its investments in subsidiaries in the consolidated financial statements under IAS 27 “Consolidated and Separate Financial Statements” and the different IFRSs adopted from different reporting entity’s perspectives, and the Company recorded such adjustments by crediting or debiting to investments accounted for under the equity method, share of profit or loss of subsidiaries, associates and joint ventures and share of other comprehensive income of subsidiaries, associates and joint ventures.

The Company’s investment in its associate is accounted for using the equity method other than those that meet the criteria to be classified as held for sale. An associate is an entity over which the Company has significant influence.

Under the equity method, the investment in the associate or joint venture is carried in the balance sheet at cost and adjusted thereafter for the post-acquisition change in the Company’s share of net assets of the associate. After the interest in the associate or joint venture is reduced to zero, additional losses are provided for, and a liability is recognized, only to the extent that the Company has incurred legal or constructive obligations or made payments on behalf of the associate. Unrealized gains and losses resulting from transactions between the Company and the associate or joint venture are eliminated to the extent of the Company’s related interest in the associate.

When changes in the net assets of an associate or joint venture occur and not those that are recognized in profit or loss or other comprehensive income and do not affects the Company’s percentage of ownership interests in the associate or joint venture, the Company recognizes such changes in equity based on its percentage of ownership interests. The resulting capital surplus recognized will be reclassified to profit or loss at the time of disposing the associate on a prorate basis.

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When the associate or joint venture issues new stocks, and the Company’s interest in an associate is reduced or increased as the Company fails to acquire shares newly issued in the associate or joint venture proportionately to its original ownership interest, the increase or decrease in the interest in the associate is recognized in Additional Paid in Capital and Investment in associate. When the interest in the associate is reduced, the cumulative amounts previously recognized in other comprehensive income are reclassified to profit or loss or other appropriate items. The aforementioned capital surplus recognized is reclassified to profit or loss on a pro rata basis when the Company disposes the associate.

The financial statements of the associate or joint venture are prepared for the same reporting period as the Company. Where necessary, adjustments are made to bring the accounting policies in line with those of the Company.

The Company determines at each reporting date whether there is any objective evidence that the investment in the associate or joint venture is impaired in accordance with IAS 39 Financial Instruments: Recognition and Measurement . If this is the case the Company calculates the amount of impairment as the difference between the recoverable amount of the associate or joint venture and its carrying value and recognizes the amount in the ‘share of profit or loss of an associate or joint venture’ in the statement of comprehensive income in accordance with IAS 36 Impairment of Assets . In determining the value in use of the investment, the Company estimates:

  • (a) Its share of the present value of the estimated future cash flows expected to be generated by the associate or joint venture, including the cash flows form the operations of the associate or joint venture and the proceeds on the ultimate disposal of the investment; or

  • (b) The present value of the estimated future cash flows expected to arise from dividends to be received from the investment and from its ultimate disposal.

Because goodwill that forms part of the carrying amount of an investment in an associate or joint venture is not separately recognized, it is not tested for impairment separately by applying the requirements for impairment testing goodwill in IAS 36 Impairment of Assets .

Upon loss of significant influence over the associate or jointly controlled entity of joint venture, the Company measures and recognizes any retaining investment at its fair value. Any difference between the carrying amount of the associate upon loss of significant influence or jointly controlled entity and the fair value of the retaining investment and proceeds from disposal is recognized in profit or loss.

  • (11)Property, plant and equipment

Property, plant and equipment are stated at cost, net of accumulated depreciation and

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accumulated impairment losses, if any. Such cost includes the cost of dismantling and removing the item and restoring the site on which it is located and borrowing costs for construction in progress if the recognition criteria are met. Each part of an item of property, plant and equipment with a cost that is significant in relation to the total cost of the item is depreciated separately. When significant parts of property, plant and equipment are required to be replaced in intervals, the Group recognized such parts as individual assets with specific useful lives and depreciation, respectively. The carrying amount of those parts that are replaced is derecognized in accordance with the derecognition provisions of IAS 16 “Property, plant and equipment”. When a major inspection is performed, its cost is recognized in the carrying amount of the plant and equipment as a replacement if the recognition criteria are satisfied. All other repair and maintenance costs are recognized in profit or loss as incurred.

Depreciation is calculated on a straight-line basis over the estimated economic lives of the following assets:

Buildings 10 to 25 years
Machinery 1 to 5 years
Transportation 5 years
Office equipment 3 to 5 years
Other equipment 3 to 25 years

An item of property, plant and equipment or any significant part initially recognized is derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset is recognized in profit or loss.

The property, plant and equipment’s residual values, useful lives and methods of depreciation are reviewed at each financial year. If the expected values differ from the estimates, the differences are recorded as a change in accounting estimate.

(12)Intangible assets

Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business combination is its fair value as at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortization and accumulated impairment losses, if any. Internally generated intangible assets, not meeting the recognition criteria, are not capitalized and expenditure is reflected in profit or loss for the year in which the expenditure is incurred.

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The useful lives of intangible assets are assessed as either finite or indefinite.

Intangible assets with finite lives are amortized over the useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortization period and the amortization method for an intangible asset with a finite useful life are reviewed at least at the end of each financial year. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are accounted for by changing the amortization period or method, as appropriate, and are treated as changes in accounting estimates.

Intangible assets with indefinite useful lives are not amortized, but are tested for impairment annually, either individually or at the cash-generating unit (CGU) level. The assessment of indefinite life is reviewed annually to determine whether the indefinite life continues to be supportable. If not, the change in useful life from indefinite to finite is made on a prospective basis.

Gains or losses arising from derecognition of an intangible asset are recognized in profit or loss.

The Company’s accounting policies for intangible assets are as follows:

Cost of Computer Software Useful economic life 1 to 5 years Amortization method Straight-line method during the contract term Internally generated or acquired externally Acquired externally

(13)Impairment of non-financial assets

The Company assesses at the end of each reporting period whether there is any indication that an asset in the scope of IAS 36 “Impairment of Assets” may be impaired. If any such indication exists, or when annual impairment testing for an asset is required, the Company would conduct impairment tests at individual or CGU level. Where the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired. An asset’s recoverable amount is the higher of an asset’s net fair value or its value in use.

For assets excluding goodwill, an assessment is made at each reporting date as to whether there is any indication that previously recognized impairment losses may no longer exist or may have decreased. If such indication exists, the Company estimates the recoverable amount of the asset or CGU. A previously recognized impairment loss is reversed only if there has been an increase in the estimated service potential of an asset which in turn increases the recoverable amount. However, the reversal is limited so that the carrying

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amount of the asset does not exceed the carrying amount that would have been determined, net of depreciation or amortization, had no impairment loss been recognized for the asset in prior years.

Impairment loss or reversals of continuing operations are recognized in profit or loss.

(14)Treasury Stock

The Company’s own equity instruments repurchased (treasury shares) are recognized atrepurchase cost and deducted from equity. Any difference between the carrying amountand the consideration is recognized in equity.

(15)Revenue recognition

Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured at the fair value of the consideration received or receivable. Conditions and methods for the recognition of various types of revenue are listed below:

Sale of goods

Revenue from the sale of goods is recognized when all the following conditions have been satisfied: significant risks and rewards of ownership of the goods have passed to the buyer; neither continuing managerial involvement nor effective control over the goods sold have been retained; the amount of revenue can be measured reliably; it is probable that the economic benefits associated with the transaction will flow to the entity; and the costs incurred in respect of the transaction can be measured reliably.

Customer Loyalty Programmes

When the fair value of award credits is measured based on the value of the awards for which they could be redeemed, the amount of discounts or incentives otherwise granted to customers not participating in the award credit scheme is to be taken into account.

Interest income

Interest incomes from financial assets at amortized costs (including loans and receivables and held-to-maturity financial assets) and available-for-sale financial assets are estimated using the effective interest method and recognized in profit or loss.

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Dividend income

Dividend incomes are recognized only when the Group has the right to receive the dividends.

(16)Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalized as part of the cost of the respective assets. All other borrowing costs are expensed in the period they occur. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds.

(17)Post-employment benefits

All regular employees of the Company are entitled to a pension plan that is managed by an independently administered pension fund committee. Fund assets are deposited under the committee’s name in the specific bank account and hence, not associated with the Company. Therefore, fund assets are not included in the Group’s consolidated financial statements. Pension benefits for employees of the overseas subsidiaries and the branches are provided in accordance with the respective local regulations.

For the defined contribution plan, the Company will make a monthly contribution of no less than 6% of the monthly wages of the employees subject to the plan. The Company recognizes expenses for the defined contribution plan in the period in which the contribution becomes due.

Post-employment benefit plan that is classified as a defined benefit plan uses the Projected Unit Credit Method to measure its obligations and costs based on actuarial assumptions.Re-measurements, comprising of the effect of the actuarial gains and losses, the effect of the asset ceiling (excluding net interest) and the return on plan assets, excluding net interest, are recognized as other comprehensive income with a corresponding debit or credit to retained earnings in the period in which they occur. Past service costs are recognized in profit or loss on the earlier of:

  • (a) the date of the plan amendment or curtailment, and

  • (b) the date that the Group recognizes restructuring-related costs

Net interest is calculated by applying the discount rate to the net defined benefit liability or asset, both as determined at the start of the annual reporting period, taking account of any changes in the net defined benefit liability (asset) during the period as a result of contribution

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and benefit payment.

Pension cost for an interim period is calculated on a year-to-date basis by using the actuarially determined pension cost rate at the end of the prior financial year, adjusted and disclosed for significant market fluctuations since that time and for significant curtailments, settlements, or other significant one-off events

(18)Income tax

Income tax expense (benefit) is the aggregate amount included in the determination of profit or loss for the period in respect of current tax and deferred tax.

Current income tax

Current income tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities, using the tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period. Current income tax relating to items recognized in other comprehensive income or directly in equity is recognized in other comprehensive income or equity and not in profit or loss.

The 10% income tax for undistributed earnings of the Company is recognized as income tax expense in the subsequent year when the distribution proposal is approved by the Shareholders’ meeting.

Deferred income tax

Deferred income tax is a temporary difference between the tax bases of assets and liabilities and their carrying amounts in balance sheet at the reporting date.

Deferred tax liabilities are recognized for all taxable temporary differences, except:

  • (a) Where the deferred tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit (loss);

  • (b) In respect of taxable temporary differences associated with investments in subsidiaries, and associates and interests in joint ventures, where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.

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Deferred tax assets are recognized for all deductible temporary differences, any unused tax losses and carry forward of unused tax credits to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilized, except:

  • (a) Where the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; or

  • (b) In respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, deferred tax assets are recognized only to the extent that it is probable that the temporary differences will be reversed in the foreseeable future and taxable profit will be available against which the temporary differences can be utilized.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realized or the liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted at the reporting date. The measurement of deferred tax assets and liabilities reflects the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities. Deferred tax relating to items recognized outside profit or loss is recognized outside profit or loss. Deferred tax items are recognized in correlation to the underlying transaction either in other comprehensive income or directly in equity. Deferred tax assets are reassessed and recognized at each reporting date.

Deferred tax assets and liabilities are offset, if a legally enforceable right exists to set off current income tax assets against current income tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.

5. SIGNIFICANT ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS

The preparation of the Company’s consolidated financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. However, uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.

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Estimates and assumptions

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date that would have a significant risk for a material adjustment to the carrying amounts of assets and liabilities within the next fiscal year are discussed below.

(1)Post-employment benefits

The cost of post-employment benefit pension plan and the present value of the defined benefit obligation are determined using actuarial valuations. An actuarial valuation involves making various assumptions, including the change in the discount rate and expected salary level. The assumptions used for measuring pension cost and defined benefit obligation are disclosed in Note 6.

(2)Income tax

Uncertainties exist with respect to the interpretation of complex tax regulations and the amount and timing of future taxable income. Given the wide range of international business relationships and the long-term nature and complexity of existing contractual agreements, differences arising between the actual results and the assumptions made, or future changes to such assumptions, could necessitate future adjustments to tax benefit and expense already recorded. The Company establishes provisions, based on reasonable estimates, for possible consequences of audits by the tax authorities of the respective countries in which it operates. The amount of such provision is based on various factors, such as past experience in tax audit and different interpretations of tax regulations by the taxable entity and the responsible tax authority. Such differences of interpretation may arise on a wide variety of issues depending on the conditions prevailing in the respective company’s domicile.

Deferred tax assets are recognized for all carryforward of unused tax losses and unused tax credits and deductible temporary differences to the extent that it is probable that taxable profit will be available or there are sufficient taxable temporary differences against which the unused tax losses, unused tax credits or deductible temporary differences can be utilized. The amount of deferred tax assets determined to be recognized is based upon the likely timing and the level of future taxable profits and taxable temporary differences together with future tax planning strategies. As of December 31, 2015, the un-recognized portion of the Company’s defferred tax assets was disclosed in Note 6.

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6. CONTENTS OF SIGNIFICANT ACCOUNTS

(1)Cash and cash equivalents

Cash and petty cash
Checkings and savings
Time deposit
Total
As of December 31, As of December 31,
2015
(NT$’000)
2014
(NT$’000)
200
2,373,292
8,625,411
200
2,066,693
8,015,411
10,998,903 10,082,304

(2)Financial assets at fair value through profit or loss

Held for trading:
Money market fund
Valuation adjustments
Total
As of December 31, As of December 31,
2015
(NT$’000)
3,442,558
82,184
3,524,742
2014
(NT$’000)
4,980,352
101,226
5,081,578

No financial asset at fair value through profit or loss was pledged as collateral.

(3)Available-for-sale financial assets

Stocks
Valuation adjustments
Total
As of December 31, As of December 31,
2015
(NT$’000)
-
-
-
2014
(NT$’000)
15,675
24,694
40,369

No available-for-sale financial asset was pledged as collateral.

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(4)Bond investments with no active market

Time deposits
Current
As of December 31, As of December 31,
2015
(NT$’000)
423,057
423,057
2014
(NT$’000)
420,000
420,000

There was no bond investments with no active market pledged as collateral.

(5)Notes receivable

Notes receivable – from operations
Less: allowance for doubtful accounts
Net
As of December 31, As of December 31,
2015
(NT$’000)
1,835
-
1,835
2014
(NT$’000)
4,358
-
4,358

No notes receivable was pledged by the Company as collateral.

(6)Accounts receivable and accounts receivable - related parties, net

A. Accounts receivable, net

Accounts receivable, gross
Less: allowance for doubtful accounts
Net of allowances
Accounts receivable - related parties,
gross
Less: allowance for doubtful accounts
Net of allowances
Total accounts receivable, net
As of December 31,
2015
(NT$’000)
2014
(NT$’000)
2,968,030
2,468,239
(47,391)
(64,570)
2,920,639
2,403,669
21,759
1,008
-
-
21,759
1,008
2,942,398
2,404,677
As of December 31,
2015
(NT$’000)
2014
(NT$’000)
2,968,030
2,468,239
(47,391)
(64,570)
2,920,639
2,403,669
21,759
1,008
-
-
21,759
1,008
2,942,398
2,404,677
2015
(NT$’000)
2,968,030
(47,391)
2,920,639
21,759
-
21,759
2,942,398
1,008
-
1,008
2,404,677

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  • B. The Company entered into factoring agreements with banks. Accounts receivables from selected customers are transferred to banks without recourse. Details of the agreed credit limits and accounts receivables transferred as of December 31, 2015 and 2014 were as follows:

12/31/2015
12/31/2014
Financial Institution
Mega International
Commercial Bank
- LanYa Branch
Mega International
Commercial Bank
- LanYa Branch
Accounts receivable
de-recognized
(NT$’000)
Advance
received
(NT$’000)
Collateral Credit
Limit
251,600
509,292
-
153,968
None
None
Note
Note

Note: The credit limits were US$ 30,000 thousand as of December 31, 2015 and 2014.

  • C. The collection term of accounts receivables are generally on 60 to 120 day after monthly closing. The movement schedule of the impairment provision for accounts receivable, including related parties, was presented as below. (Please also refer to Note 12 for credit risk disclosure)
As of January 1, 2015
Provision (reversal)
Effect of exchange rate changes
As of December 31, 2015
As of January 1, 2014
Provision (reversal)
Effect of exchange rate changes
As of December 31, 2014
Impaired
Individually
(NT$’000)
-
-
-
-
-
-
-
-
Impaired
Collectively
(NT$’000)
64,570
(17,179)
-
47,391
59,152
5,418
-
64,570
Total
(NT$’000)
64,570
(17,179)
-
47,391
59,152
5,418
-
64,570

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Aging analysis for the net accounts receivable, including related parties, were as follows.

Accounts receivable – past due, but not impaired

12/31/2015
12/31/2014
Neither past
due nor
impaired
(NT$’000)
Less than
61 days
(NT$’000)
61 to 90
days
(NT$’000)
91 to 120
days
(NT$’000)
Longer than
120 days
(NT$’000)
Total
(NT$’000)
2,776,357
2,337,761
166,041
66,916
-
-
-
-
-
-
2,942,398
2,404,677

(7)Inventory

A. Details of inventory:

Raw material
Supplies
Work in process
Finished goods
Merchandises
Total
As of December 31, As of December 31,
2015
(NT$’000)
349,620
40,460
563,882
336,273
27,514
1,317,749
2014
(NT$’000)
367,966
34,564
502,706
391,549
25,039
1,321,824
  • B. For the years ended December 31, 2015 and 2014, the Company recognized NT$12,513,748 thousand and NT$13,017,150 thousand under the caption of costs of sale, respectively. The following items were also included in cost.
Item For theyear ended December 31, For theyear ended December 31,
2015
(NT$’000)
2014
(NT$’000)
Loss from (Gains on recovery
of) inventory market decline
Loss (gain) from physical
Loss in inventory written-off
and obselencense
Total
(136,990)
(1,853)
1,191,343
194,115
34,935
864,542
1,052,500 1,093,592

The Company recognized gains on recovery of inventory market decline because some of the inventories previously provided with market loss or obsolescence were disposed.

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C. The inventories were not pledged.

  • (8)Investments Accounted For Under the Equity Method
As of December 31, As of December 31, As of December 31, As of December 31,
2015 2014
Investee companies Percentage Percentage
Amount of Amount of
(NT$’000) Ownership (NT$’000) Ownership
Investments in subsidiaries:
KINSUS CORP. (USA) 32,462 100.00% 29,528 100.00%
KINSUS HOLDING (SAMOA) LIMITED 3,011,949 100.00% 3,458,036 100.00%
KINSUS INVESTMENT CO.,LTD. 566,385 100.00% 521,940 100.00%
Total 3,610,796 4,009,504
  • A. Investments in subsidiaries

Investments in subsidiaries were present in the parent-company-only financial statements under the caption of investments accounted for under equity method. Valuation adjustment is made if deemed necessary.

B. The Company’s investments accounted for under the equity method were not pledged.

(9)Property, plant and equipment

Cost:
As of 1/1/2015
Addition
Disposals
Effect of EXrate
Reclassification
As of 12/31/2015
As of 1/1/2014
Addition
Disposals
Land
(NT$’000)
Buildings
(NT$’000)
Machinery
(NT$’000)
Office
Equipment
(NT$’000)
Transportation
(NT$’000)
Other
Equipment
(NT$’000)
Construction in progress
and equipment awaiting
inspection (including
prepaid equipment)
(NT$’000)
Total
(NT$’000)
1,366,426
2,472,080
-
-
-
-
-
-
191,374
74,655
9,676,936
441
(2,049,861)
-
1,520,319
23,626
6,121
-
-
7,309
2,735
1,355
-
-
-
2,194,275
58,051
(150,529)
-
202,770
2,761,524
4,296,512
-
-
(1,996,427)
18,497,602
4,362,480
(2,200,390)
-
-
1,557,800
2,546,735
9,147,835 37,056 4,090 2,304,567 5,061,609 20,659,692
1,237,179
2,464,872
8,939
-
-
(2,500)
8,284,351
55,093
(78,591)
8,630
6,196
-
1,525
830
-
2,098,092
44,526
(9,897)
1,243,287
3,135,070
-
15,337,936
3,250,654
(90,988)

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Effect of EXrate
-
Reclassification
120,308
As of 12/31/2014
1,366,426
Depreciation and impairment:
As of 1/1/2015
-
Depreciation
-
Impairment loss
-
Disposal
-
Effect of EXrate
-
Reclassification
-
As of 12/31/2015
-
As of 1/1/2014
-
Depreciation
-
Impairme loss
-
Disposal
-
Effect of EXrate
-
Reclassification
-
As of 12/31/2014
-
Net carrying amount:
As of 12/31/2015
1,557,800
As of 12/31/2014
1,366,426
-
120,308
-
120,308
-
9,708
-
1,416,083
-
8,800
-
380
-
61,554
2,194,275
1,444,107
260,006
-
(150,164)
-
(8,737)
-
(1,616,833)
-
-
1,366,426 2,472,080 9,676,936 23,626 2,735 2,761,524 18,497,602
766,015
125,981
-
-
-
-
5,925,647
1,557,893
-
(2,049,501)
-
8,737
7,992
8,611
-
-
-
-
723
739
-
-
-
-
-
-
-
-
-
-
8,144,484
1,953,230
-
(2,199,665)
-
-

As of 1/1/2015
Depreciation
Impairment loss
Disposal
Effect of EXrate
Reclassification
As of 12/31/2015
As of 1/1/2014
Depreciation
Impairme loss
Disposal
Effect of EXrate
Reclassification
As of 12/31/2014
Net carrying amou
- 891,996 5,442,776 16,603 1,462 1,545,212 - 7,898,049
-
-
-
-
-
-
644,443
122,841
-
(1,269)
-
-
4,468,329
1,529,876
-
(72,558)
-
-
3,000
4,992
-
-
-
-
237
486
-
-
-
-
1,200,556
253,448
-
(9,897)
-
-
-
-
-
-
-
-
6,316,565
1,911,643
-
(83,724)
-
-
- 766,015 5,925,647 7,992 723 1,444,107 - 8,144,484
nt:
1,557,800
1,654,739 3,705,059 20,453 2,628 759,355 5,061,609 12,761,643

As of 12/31/2015
As of 12/31/2014
1,366,426 1,706,065 3,751,289 15,634 2,012 750,168 2,761,524 10,353,118

A. “ Significant components ” of buildings primarily comprised the main buildings and the facilities, which are depreciated based on their respective useful economic life of 20 to 25 years and 10 to 20 years.

B.Details of property, plant & equipment and prepayment for machinery is as follows:

Property, plant and equipment
Prepaid equipment
Total
As of December 31, As of December 31,
2015
(NT$’000)
10,309,220
2,452,423
12,761,643
2014
(NT$’000)
8,914,836
1,438,282
10,353,118

C.Please refer to Note 8 for details on property, plant and equipment pledged as collaterals.

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  • D. The Company purchased 40 parcels of land with a total area of 36,287.15 square meters. Lands are located at the addresses of No. 1113, 1114, 1438 to 1443,1479,1486 to 1487 at ShiLeiZi Sub-section, ShiLeiZi Section, No. 1044, 1047 to 1049 at QingHua Section, and No. 0001, 697 to 700 and 712 to 726 at RongHua Section, XinFeng Village. Due to regulatory restrictions, land cannot be registered under the Company’s name while it has been temporarily registered under the general manager’s name and, to secure the Company’s right to the land, mortgage registration has been set aside with the Company being the obligee.

(9)

  • (10)Intangible assets
Cost:
As of January 1, 2015
Additions – acquired separately
Derecognized upon retirement
Effect of exchange rate changes
As of December 31, 2015
As of January 1, 2014
Additions – acquired separately
Derecognized upon retirement
Effect of exchange rate changes
As of December 31, 2014
Amortization and Impairment:
As of January 1, 2015
Amortization
Derecognized upon retirement
Effect of exchange rate changes
As of December 31, 2015
As of January 1, 2014
Amortization
Derecognized upon retirement
Effect of exchange rate changes
As of December 31, 201
Computer software
(NT$’000)
23,080
24,028
(23,080)
-
24,028
26,401
25,231
(28,552)
-
23,080
11,153
26,086
(23,080)
-
14,159
18,993
20,712
(28,552)
-
11,153

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Carrying amount, net:
As of December 31, 2015
As of December 31, 2014
9,869
11,927

Amounts of amortization recognized for intangible assets are as follows:

Operating expense For theyear ended December 31, For theyear ended December 31,
2015
(NT$’000)
2014
(NT$’000)
20,712
26,086

(11)Other non-current assets

Refundable deposits As of December 31, As of December 31,
2015
(NT$’000)
2014
(NT$’000)
5,347
2,202

(12)Short-term loans

As of December 31, As of December 31,
Interest interval
(%)
2015
2014
(NT$’000)
(NT$’000)
Unsecured bank loans
0.88~1.15
1,831,266 730,798

As of December 31, 2015 and 2014, the line of unused short-term loan credit for the Company amounted to NT$2,907,734 thousand and NT$2,687,402 thousand, respectively.

(13)Other payable

Accrued expense
Equipment payable
Accrued interest
Total
As of December 31, As of December 31,
2015
(NT$’000)
2014
(NT$’000)
2,007,409
1,085,936
1,106
2,084,769
895,932
819
3,094,451 2,981,520

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(14)Other current liabilities

Other current liabilities
Unearned sales revenue
Current portion of long-term loans
Total
As of December 31, As of December 31,
2015
(NT$’000)
2014
(NT$’000)
28,405
3,133
298,051
28,151
4,259
459,008
329,589 491,418

(15)Long-term loans

Debtor Type of Loan Maturity Loan Balance Repayment
As of 12/31/2015
(NT$’000)
Mega International
Commercial Bank -
LanYa Branch
Mega International
Commercial Bank -
LanYa Branch
Taipei Fubon
Commercial Bank -
BeiTou Branch
Total
Less: current portion
Non-current portion
Debtor
Secured bank
loan
Credit loan
Credit loan
Type of Loan
2015.10.27-
2016.12.15
2015.10.27-
2018.08.12
2017.12.15
Maturity
48,581
144,430
393,900
Notes 1
Notes 2
Note 5
Repayment
586,911
(298,051)
288,860
Loan Balance
As of 12/31/2014
(NT$’000)
Mega International
Commercial Bank -
LanYa Branch
Mega International
Commercial Bank -
LanYa Branch
The Shanghai
Commercial &
Savings Bank -
Secured bank
loan
Credit loan
Secured bank
loan
2015.10.27-
2016.12.15
2015.10.27-
2018.08.12
2015.07.15
141,159
279,575
30,859
Notes 1and 2
Notes 1and 3
Note 4

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ZhongLi Branch
Taipei Fubon
Commercial Bank -
BeiTou Branch
Credit loan
2017.12.15
Total
Less: current portion
Non-current portion
474,750
Note 5
926,343
(459,008)
467,335
  • Note 1: A term is defined as every 3 months starting from the initial draw-down date. Grace period is 2 years (8 terms). The rest is repayable in installments of equal amount for 20 terms.

  • Note 2: Interest shall be paid for the first 12 months from the initial draw-down date. Starting from the 13th month, interest shall be paid monthly with principal repaid every 3 months.

  • Note 3: A term is defined as every 3 months starting from the initial draw-down date. Grace period is 1 years (4 terms). The rest is repayable in installments of equal amount for 16 terms.

  • Note 4: A term is defined as every 3 months starting from the initial draw-down date. The loan is repayable in installments of equal amount for 20 terms.

  • Note 5: One year after the initial draw-down date is considered term one and the following terms are defined as every 6 months since then. The principal and interest are repayable in installments of equal amount for 5 terms.

A portion of property, plant and equipment were pledged to Mega International Commercial Bank and Shanghai Commercial & Savings Bank (the first-priority mortgagors) as collaterals for secured bank loans. Please refer to Note 8 for more details.

As of December 31, 2015 and 2014, the interest rate intervals for long-term loans were 1.02%~1.3214% and 0.72%~1.597%, respectively.

(16)Other non-current liabilities

Accrued pension costs As of December 31, As of December 31,
2015
(NT$’000)
34,148
2014
(NT$’000)
29,668

(17)Post-employment benefits

Defined contribution plan

The Company adopted a defined contribution plan in accordance with the Labor Pension Act of the R.O.C. Under the Labor Pension Act, the Company will make monthly contributions of no less than 6% of the employees’ monthly wages to the employees’ individual pension

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accounts. The Company has made monthly contributions of 6% of each individual employee’s salaries or wages to employees’ pension accounts.

Expenses under the defined contribution plan for the years ended December 31, 2015 and 2014 are NT$93,793 thousand and NT$88,653 thousand, respectively.

Defined benefits plan

The Company adopts a defined benefit plan in accordance with the Labor Standards Act of the R.O.C. The pension benefits are disbursed based on the units of service years and the average salaries in the last month of the service year. Two units per year are awarded for the first 15 years of services while one unit per year is awarded after the completion of the 15th year. The total units shall not exceed 45 units. Under the Labor Standards Act, the Company contributes an amount equivalent to 2% of the employees’ total salaries and wages on a monthly basis to the pension fund deposited at the Bank of Taiwan in the name of the administered pension fund committee.

The fund is operated in a potofolio basis by Goernance Committee on Labor Retirement Fund in accordance with the Rule for Custody and Operating the Labor Retirement Fund. The investment of the Fund may be executed either by the Committee itself or by outsourced other profession institutions with its investment stategy, including both active and passive management, targeting in a medium or longer term. In considering the risks of market, credit and liquidity, the Committee establishes the ceiling of fund investment and control plan, in one hand, to reduce investment risk to an affordable extent and, in the other hand, to achieve the targeted return flexibly. As of December 31, 2015, the Company plans to contribute NT$5,061 thousand to the funds under its defined benefit scheme during the following fiscal year.

As of December 31, 2015 and 2014, the maturities of the Company’s defined benefit plan were expected in 2036 and 2037 and the detail information is listed as below.

Matured in
Less than one year
More than one year but less than five years
More than five years
Total
As of December 31, As of December 31,
2015
(NT$’000)
14,162
3,038
22,213
39,413
2014
(NT$’000)
8,440
8,142
16,321
32,903

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Pension costs recognized in profit or loss are as follows:

Current service costs
Net interest of defined benefit liability (asset)
Past service cost
Settlement
Total
For theyear ended December 31, For theyear ended December 31,
2015
(NT$’000)
2014
(NT$’000)
152
668
-
-
232
987
-
-
820 1,219

Reconciliation of liability (asset) of the defined benefit plan is as follows:

Defined benefit obligation
Plan assets at fair value
Other non-current liabilities – net defined
benefit liability
As of
Dec. 31, 2015
(NT$’000)
127,707
(93,559)
34,148
Dec. 31, 2014
(NT$’000)
116,697
(87,029)
29,668
Jan. 1, 2014
(NT$’000)
132,275
(82,924)
49,351

Reconciliation of liability (asset) of the defined benefit liability is as follows:

2014.01.01
Current service cost
Interest cost
Past service cost and settlement
Total
Re-measurment on defined benefit
liability/assets:
Actuarial gain/loss due to change in
population statistic assumptions
Actuarial gian/loss due to change in
financial assumptions
Experience gian/loss
Present value of
defined benefit
obligation
(NT$’000)
Fair value of
plan assets
(NT$’000)
Net defined
benefit
liability(asset)
(NT$’000)
132,275
232
2,645
-
(82,924)
-
(1,658)
-
49,351
232
987
-
2,877 (1,658) 1,219
519
(6,277)
(9,704)
-
-
(248)
519
(6,277)
(9,952)

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Re-measurement on defined benefit assets
Total
Benefits paid
Contributions by employer
Effect of exchange rate
2014.12.31
Current service cost
Interest cost
Pasts service cost and settlement
Total
Re-measurment on defined benefit
liability/assets:
Actuarial gain/loss due to change in
population statistic assumptions
Actuarial gian/loss due to change in
financial assumptions
Experience gian/loss
Re-measurement on defined benefit assets
Total
Benefits paid
Contributions by employer
Effect of exchange rate
2015.12.31
- - -
(15,462) (248) (15,710)
(2,993)
-
-
2,993
(5,192)
-
-
(5,192)
-
116,697
152
2,626
-
(87,029)
-
(1,958)
-
29,668
152
668
-
2,778
2,453
6,154
474
-
(1,958)
-
-
(360)
-
820
2,453
6,154
114
-
9,081 (360) 8,721
(849)
-
-
849
(5,061)
-
-
(5,061)
-
127,707 (93,559) 34,148

The % of major categories of total plan assets at fair value was as follows:

Cash Pension plan (%)
as of December 31,
Pension plan (%)
as of December 31,
2015
100.00%
2014
100.00%

The actuarial assumptions used for the Company’s defined benefit plan are shown below:

Discount rate
Expected rate of salary increases
As of December 31, As of December 31,
2015
2.00%
3.00%
2014
2.25%
3.00%

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Sensitivity analysis :

Discount rate increased by 0.5%
Discount rate decreased by 0.5%
Expected salary level increased by 0.5%
Expected salary level decreased by 0.5%
For theyear ended December 31, For theyear ended December 31, For theyear ended December 31, For theyear ended December 31,
2015
(NT$’000)
2014
(NT$’000)
Increase
in defined
benefit
obligation
Decrease in
defined
benefit
obligation
Increase
in defined
benefit
obligation
Decrease in
defined
benefit
obligation
-
13,746
13,534
-
(12,150)
-
-
(12,095)
-
13,023
12,855
-
(11,487)
-
-
(11,461)

For the purpose of sensitivity analysis above, the Company calculated the impact on defined benefit obligation due to a reasonable and feasible change of one singal assumption (i.e. discount rate or expected salary level) with other assumptions remaining equal. Please note that the sensitivity analysis has its limitation due to the co-relation between different actuarial assumptions and the rarity that only one assumption changes at a time. The method used in the analysis is consistent for both current and prior years.

(18)Equity

A.Common shares

As of December 31, 2015 and 2014, the Company’s authorized capital and paid-in capital were NT$5,500,000 thousand and NT$4,460,000 thousand, respectively, each share at par value of NT$10, divided into 446,000 thousand shares. Each share represents a voting right and a right to receive dividends.

Treasury stocks brought back by the Company for the purpose of transfer to employee during the period from August 18, 2015 to September 25, 2015 totaled to 550 thousand shares. Please refer to Note 6(18)-C to the financial statements for more details.

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B.Capital surplus

Additional paid-in capital
Differences betweenequity purchase price
and carrying amount arising from actual
acquisition or disposal of subsidiaries
All changes in interests in subsidiaries
Total
As of December 31, As of December 31,
2015
(NT$’000)
5,850,000
50,925
38,894
5,939,819
2014
(NT$’000)
5,850,000
50,925
38,894
5,939,819

According to the Taiwan Company Act, the capital surplus shall not be used except for making good the deficit of the Company. When a company incurs no loss, it may distribute the capital surplus related to the income derived from the issuance of new shares at a premium or income from endowments received by the company up to a certain percentage of paid-in capital. The said capital surplus could be distributed in cash to its shareholders in proportion to the number of shares being held by each of them. Capital surplus related to long-term equity investments cannot be used for any purpose.

C. Treasury stock

As of December 31, 2014, no treasury stock was held by the Group while treasury stock amounted to NT$32,885 thousand, divided into 550 thousand shares, as of December 31, 2015.

As of December 31, 2014, no treasury stock moved.The movement schedule of treasury stock for December 31, 2015 was as below (in thousand shares).

Purpose of repurchase
To be transfered
to employees
Beginningbalance
-
Addition
550
Decrease
-
Endingbalance
550

According to the Securities and Exchange Law of the R.O.C., the total shares of treasury stock shall not exceed 10% of the Company’s issued stock, and the total purchase amount shall not exceed the sum of the retained earnings, additional paid-in capital-premiums and realized additional paid-in capital. As such, the ceiling number of shares of treasury stock that the Company could hold as of December 31, 2015 were 44,600 thousand shares, with the maximum payments of NT$23,679,718 thousand.

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In compliance with Securities and Exchange Law of the R.O.C., treasury stock should not be pledged, nor should it be entitled to voting rights or receiving dividends.

  • D.Appropriation of earnings and dividend policies

(a)Earning distribution

The rule enacted in the Company’s original Article of Incorporation before an amendment was proposed by the borad of directors on December 28, 2015 is as follows.

The Company’s earnings in current year, if any, shall firstly be made to pay all taxes and dues and then to offset prior year’s operation losses. 10% of the remaining amount shall be set aside as legal reserve and special reserve shall be provided pursuant to Article 41 of the Securities and Exchange Act. Any remaining earnings after the said deductions shall be appropriated as follows:

  • a. 1% as remuneration to directors

  • b. Bonues to employees cannot be less than 1% of the total bonus to employees and shareholders. Bonus to employees can be distributed in cash or stocks. The parties receiving the stock dividends shall include employees in affiliated companies who met certain conditions stipulated by the Board of Directors.

  • c. The Board of Directors would propose an earning distribution plan based on the remaining balance combined with the undistributed earnings accumulated during previous years to be resolved at the shareholders’ meeting.

The Company’s borad of directors proposed to amend the Article of Incporation in a meeting held on December 28, 2015. The articles to be amended regarding employee and directors’ compension as well as eraning distribution are as follows.

The Company, if making profits in current year, shall provide employee and directors’ compensation in accordance with the following rules, provided that all accumulated deficits, if any, are fully offset:

1. Employee Compensation:

The ratio of employee compensation to “income before tax and the employee and directors’ compensation to be provided” shall not be less than 10% and the amount of employee compensation can be paid by cash or shares. Qualified employee may include the employee from the Company’s subsidiaries who meets certain qualifications set forth by the Company’s Board of Directors.

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2. Directors’ compensation:

The ratio of directors’ compensation to “income before tax and the employee and directors’ compensation to be provided” shall not be more than 1%.

Based on Article 235-1 of Company Act amended on May 20, 2015, the Company shall incur a portion of current year’s profit as employees’ compensation after offsetting the cumulative losses, if any. The aforementioned employees’ compensation distributed in the form of shares or in cash shall be approved by a majority vote at a meeting of board of directors attended by two-thirds of the total number of directors and reported at annual stockholders’ meeting. Qualification requirements of employees, including the employees of the Company’s subsidiaries, entitled to receive the employees’ compensation may be specified in the Articles of Incorporation.

The Company plans to revise the Company’s Article in responding to the amendment to the Company Act as mentioned in above paragraph at annual shareholders’ meeting to be held on 2016. As to the details of estimation regarding employee’s and directors’ compensation, please refer to Note 6(20) to the financial statements.

(b)Dividend policies

The Company is in an industry with versatile environment. For long-term finance planning requirements and to meet the shareholders’ demand for cash, dividend policy aims for a steady balance. Cash dividends distributed each year cannot be less than 10% of the total dividends paid.

(c)Legal reserve

According to the Company Act, legal reserve shall be set aside until such amount equal total authorized capital. Legal reserve can be used to offset deficits. If the Company does not incur any loss, the portion of legal reserve exceeding 25% of the paid-in capital may be distributed to shareholders by issuing new shares or by cash in proportion to the number of shares held by each shareholder.

(d)Special reserve

Following the adoption of Taiwan IFRS, the Company complies with Order No. Jin-Guan-Zheng-Fa 1010012865 issued by FSC on April 6, 2012. On the Company’s first-time adoption of the Taiwan IFRS, for any unrealized revaluation gains and cumulative translation adjustments recorded under shareholders’ equity that the Company elects to transfer to retained earnings by application of the exemption under

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IFRS 1, an equal amount of special capital reserve shall be set aside. After the adoption of Taiwan IFRS for the preparation of financial statements, the Company shall set aside supplemental special reserve based on the difference between the amount already set aside according to the requirements in the preceding point and other net deductions from shareholders’ equity when appropriating distributable earnings. For any subsequent reversal of other net deductions from shareholders’ equity, the amount reserved may be distributed as earnings.

The Company did not incur any special reserve upon the first-time adoption of Taiwan IFRS.

  • (e)The appropriations of earnings for 2015 were proposed through the Board of Directors’ meetings held on February 1, 2016, while 2014’s approved in shareholders’ meetings on June 11, 2015. The details of the distributions are as follows:
Legal reserve
Cash dividends -
common stock
Remuneration to
directors and
supervisors
Employee bonus -
cash
Total
Appropriation of earnings Appropriation of earnings Dividend per share
(in NT$)
Dividend per share
(in NT$)
2015
(NT$’000)
290,395
1,559,075
(Note)
(Note)
1,849,470
2014
(NT$’000)
2015 2014
361,733
1,784,000
32,556
545,679
3.50 4.00
2,723,968

The information about employees’ bonuses and remuneration to directors and supervisors which were resolved by the Board of Directors’ meeting and shareholders’ meeting is available at the Market Observation Post System website.

The actual payment of 2013 earning distribution comprised the employees’ bonuses of NT$492,104 thousand and the remuneration to directors and supervisors of NT$29,761 thousand. The difference of NT$814 thousand between the actual payment and the accrual of NT$429,104 thousand for employees’ bonuses and NT$28,947 thousand for remuneration to directors and supervisors for the year ended December 31, 2013 was recorded in the profit or loss for the year ended December 31, 2014.

The actual payment of 2014 earning distribution comprised the employees’ bonuses of

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NT$545,679 thousand and the remuneration to directors and supervisors of NT$32,556 thousand. The difference of NT$457 thousand between the actual payment and the accrual of NT$545,679 thousand for employees’ bonuses and NT$32,099 thousand for remuneration to directors and supervisors for the year ended December 31, 2014 was recorded in the profit or loss for the year ended December 31, 2015.

For 2015 employee and directors’ compensation under the new Article to be amended, please refer to Note 6(20) for more details.

(19)Sale

Sale of goods
Less: sales returns and allowances
Services rendered
Other operating revenue
Total
For theyear ended December 31, For theyear ended December 31,
2015
(NT$’000)
2014
(NT$’000)
17,812,750
(344,226)
190,589
168,138
19,141,507
(318,035)
186,656
280,109
17,827,251 19,290,237
  • (20)Summary statement of employee benefits, depreciation and amortization by function is as follows:
Function
Nature
2015
(NT$’000)
2015
(NT$’000)
2015
(NT$’000)
2014
(NT$’000)
2014
(NT$’000)
2014
(NT$’000)
Cost of goods
sold
Operating
expense
Total Cost of goods
sold
Operating
expense
Total
Employee benefit
Salaries & wages 2,173,729 589,420 2,763,149 2,286,727 533,035 2,819,762
Labor and health insurance 171,635 44,402 216,037 156,840 40,937 197,777
Pension 73,253 21,360 94,613 70,324 19,548 89,872
Other employee benefit 93,204 22,096 115,300 89,993 16,548 106,541
Depreciation 1,851,526 101,704 1,953,230 1,804,313 107,330 1,911,643
Amortization - 26,086 26,086 - 20,712 20,712

Note: The headcounts of the Company amounted to 3,801 and 3,661 respectively on December 31, 2015 and 2014.

The Company estimated the amounts of the employee and directors’ compensation based on the profit on December 31, 2015 in accordance to the new Article to be amended. If the board subsequently modifies the estimates significantly, the Company will recognize the variance as

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an adjustment in the profit or loss retroactively. On December 31, 2015, the provided amounts of employee and directors’ compensation were NT$442,444 thousand and NT$26,026 thousand, respectively.

On December 31, 2014, the Company estimated the amounts of the employee bonuses and the remuneration to directors based on the net income for the period and the percentage stated in the Article of Incorporation, after taking into account factors such as legal reserves. The estimated employee bonuses and remuneration to directors were recognized as operating costs or operating expense for the period. If the board modified the estimates significantly in the subsequent periods, the Company will recognize the variance as an adjustment to current income retroactively. The difference between the estimates and the resolution of shareholders’ meeting will be recognized in profit or loss of the subsequent year. If the shareholders’ meeting resolves to pay the employee bonus in the form of stocks, the number of shares distributed is determined by dividing the amount of bonuses by the closing price (after considering the effect of dividends) of shares on the day preceding the shareholders’ meeting. On December 31, 2014, the amounts of the employee bonus and remuneration to directors were NT$545,679 thousand and NT$32,099 thousand, respectively.

(21)Non-operating incomes and expenses

A.Other incomes

Interest income
Dividend income
Gain on reversal of bad debts
Other income-others
Total
For theyear ended December 31, For theyear ended December 31,
2015
(NT$’000)
76,970
-
17,179
24,431
118,580
2014
(NT$’000)
71,135
1,531
-
40,436
113,102

B. Other gains and losses

Gain (loss) from disposal of property, plant and
equipment
Foreign exchange gains, net
Financial assets at fair value through profit
For theyear ended December 31, For theyear ended December 31,
2015
(NT$’000)
2014
(NT$’000)
(720)
14,237
24,447
(629)
23,921
27,787

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Gain from disposal of investment
Other expenses
Total
30,845
(2,377)
24,691
-
66,432 75,770

C. Finance costs

Interests due to bank loans For theyear ended December 31, For theyear ended December 31,
2015
(NT$’000)
2014
(NT$’000)
$21,360 $19,712
  • (22)Components of other comprehensive income (OCI)

For the year ended December 31, 2015

Not reclassified to profit or
loss:
Actuarial gains or losses on
defined benefits plan
To be reclassified to profit
or loss in subsequent
period:
Exchange differences
arising on translation of
foreign operations
Unrealized valuation gain
(loss) on
available-for-sale
financial assets
Total OCI
Arising during
the period
(NT$’000)
Reclassification
during the
period
(NT$’000)
-
-
(30,845)
(30,845)
Subtotal
(NT$’000)
Income tax
benefit
(expense)
(NT$’000)
-
12,397
-
12,397
OCI,
Net of tax
(NT$’000)
(8,721)
(72,922)
6,151
(8,721)
(72,922)
(24,694)
(8,721)
(60,525)
(24,694)
(75,492) (106,337) (93,940)

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For the year ended December 31, 2014

Not reclassified to profit or
loss:
Actuarial gains or losses on
defined benefits plan
To be reclassified to profit
or loss in subsequent
period:
Exchange differences
arising on translation of
foreign operations
Unrealized valuation gain
(loss) on
available-for-sale
financial assets
Total OCI
Arising during
the period
(NT$’000)
Reclassification
during the
period
(NT$’000)
-
-
(24,891)
(24,891)
Subtotal
(NT$’000)
Income tax
benefit
(expense)
(NT$’000)
-
(33,026)
-
(33,026)
OCI,
Net of tax
(NT$’000)
15,710
194,267
34,474
15,710
194,267
9,583
15,710
161,241
9,583
244,451 219,560 186,534
  • (23)Income tax

A. The major components of income tax expense (income) are as follows:

Income tax expense (benefit) recognized in profit or loss

Current income tax expense (benefit):
Current income tax expense
Reversal of uncertain tax position upon
finalization
Deferred tax expense (benefit):
Deferred tax expense (benefit) relating to
origination and reversal of temporary
differences
Total income tax expense
For theyear ended December 31, For theyear ended December 31,
2015
(NT$’000)
2014
(NT$’000)
658,713
(213,398)
(1,765)
756,413
(218,624)
(5,412)
443,550 532,377

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B. Income tax recognized in other comprehensive income

Deferred tax expense (benefit):
Exchange differences arising on translation of
foreign operations
For theyear ended December 31, For theyear ended December 31,
2015
(NT$’000)
2014
(NT$’000)
(12,397) 33,026
  • C. A reconciliation between tax expense and the product of accounting profit multiplied by applicable tax rates is as follows:
Accounting profit (loss) before tax from
continuing operations
Tax payable at the enacted tax rates
10% surtax on Undistributed earnings
Tax effect of income tax-exempted
Reversal of uncertain tax position upon
finalization
Tax effect of expenses not deductible for tax
purposes
Tax effect of deferred tax assets/liabilities
Total income tax recognized in profit or loss
For theyear ended December 31, For theyear ended December 31,
2015
(NT$’000)
2014
(NT$’000)
3,347,502 4,149,704
569,075
148,730
(101,893)
(213,398)
404
40,632
705,450
141,511
(112,215)
(218,624)
13,486
2,769
443,550 532,377

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D. Deferred tax assets (liabilities) relate to the following:

For the year ended December 31, 2015

Temporary differences
Prepaid appreciation tax on
agricultural land
Unrealized exchange loss (gain)
Cumulative translation adjustment
Deferred tax income/ (expense)
Net deferred tax assets/(liabilities)
Reflected in balance sheet as follows:
Deferred tax assets
Deferred tax liabilities
Beginning
balance as of
January 1, 2015
(NT$’000)
Deferred tax
income
(expense)
recognized
in profit or
loss
(NT$’000)
9,593
1,765
-
11,358
Deferred
tax income
(expense)
recognized
in other
comprehen
sive income
(NT$’000)
Deferred tax
income
(expense)
recognized in
equity
(NT$’000)
Increase
from
business
acquisition
(NT$’000)
Exchange
adjustments
(NT$’000)
Ending
balance as of
December 31,
2015
(NT$’000)
-
(1,765)
(52,231)
-
-
12,397
-
-
-
-
-
-
-
-
-
9,593
-
(39,834)
(53,996) 12,397 - - - (30,241)
- 9,593
(53,996) (39,834)

For the year ended December 31, 2014

Temporary differences
Unrealized exchange loss (gain)
Cumulative translation adjustment
Deferred tax income/ (expense)
Net deferred tax assets/(liabilities)
Reflected in balance sheet as follows:
Deferred tax assets
Deferred tax liabilities
Beginning
balance as of
January 1, 2014
(NT$’000)
Deferred tax
income
(expense)
recognized in
profit or loss
(NT$’000)
Deferred tax
income
(expense)
recognized in
other
comprehensiv
e income
(NT$’000)
Deferred tax
income
(expense)
recognized
in equity
(NT$’000)
Increase
from
business
acquisition
(NT$’000)
Exchange
adjustments
(NT$’000)
Ending balance
as of December
31, 2014
(NT$’000)
(7,177)
(19,205)
5,412
-
-
(33,026)
-
-
-
-
-
-
(1,765)
(52,231)
(26,382) 5,412 (33,026) - - - (53,996)
- -
(26,382) (53,996)

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  • E. Unrecognized deferred tax assets

As of December 31, 2015 and 2014, deferred tax assets that have not been recognized as they may not be used to offset future taxable income amounted to NT$447,381 thousand and NT$436,749 thousand, respectively.

  • F. The Company’s investments and capital additions are qualified as the investment on manufacture or technology service industry during the period from July 1, 2008 to December 31, 2009 and, therefore, entitled to a 5-year tax-exmpted holiday. The details of tax holiday enjoyed by the Company are listed as below.
Item
1
Approval authority
Ministry of
Economic Affairs
Approval document
No. 10005112010 issued at Aug. 25, 2011
Exemptionperiod
2013.01.01~2017.12.31
  • G.Imputation credit information
Balances of imputation credit As of December 31, As of December 31,
2015
(NT$’000)
1,942,384
2014
(NT$’000)
1,431,359

The Company’s expected/actual creditable ratio for 2015 and 2014 were 15.18% and 13.34%. However, effective January 1, 2015, the creditable ratio for the individual shareholders residing in the Republic of China will be half of the original creditable ratio according to the revised Article 66-6 of the Income Tax Law.

As of December 31, 2015, the Company did not have unappropriated earnings resulted in the years of 1997 and before.

H.

  • I. The status of assessment of income tax return

The assessment of income tax returns The Company Assessed and approved up to 2013

(24)Earnings per share

Basic earnings per share is calculated by dividing net profit for the year attributable to the common shareholders of the parent entity by the weighted average number of common shares outstanding during the year.

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Diluted earnings per share are calculated by dividing the net profit attributable to ordinary equity holders of the parent entity (after adjusting any influences) by the weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that would be issued on conversion of all the dilutive potential ordinary shares into ordinary shares.

A.Basic earnings per share

Net income available to common shareholders
of the parent (NT$’000)
Weighted average number of common shares
outstanding (in thousand shares)
Basic earnings per share (in NT$)
B.Diluted earnings per share
Net income available to common shareholders
of the parent (NT$’000)
Net income available to common shareholders
of the parent after dilution (NT$’000)
Weighted average number of common shares
outstanding (in thousand shares)
Effect of dilution:
Employee bonus (compensation) – stock (in
thousand shares)
Weighted average number of common shares
outstanding after dilution (in thousand shares)
Diluted earnings per share (in NT$)
For theyear ended December 31, For theyear ended December 31,
2015 2014
2,903,952 3,617,327
445,822 446,000
6.51 8.11
2015 2014
2,903,952 3,617,327
2,903,952 3,617,327
445,822
9,611
446,000
7,305
455,433 453,305
6.38 7.98

No other transactions that would significantly change the outstanding common shares or potential common shares incurred during the period subsequent to reporting date and up to the approval date of financial statements.

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7. RELATED PARTY TRANSACTIONS

  • (1)Significant transactions with related parties

A.Sales to

Parent company
Other related parties
Total
For theyear ended December 31, For theyear ended December 31,
2015
(NT$’000)
2014
(NT$’000)
6,822
62,426
4,903
58,775
69,248 63,678

Selling prices and collection terms to related parties are similar to those to third party customers for the years ended December 31, 2015 and 2014. The collection terms are 30 to 60 days from the end of delivery month by telegraphic transfer

B.Purchases

Subsidiaries For theyear ended December 31, For theyear ended December 31,
2015
(NT$’000)
2014
(NT$’000)
1,845,144 1,526,521

The product specification of goods purchased from related parties in the year ended December 31, 2015 and 2014, differed from those purchased from other vendors. Thus, transaction prices are not comparable. Payment term for related parties is 60 days from the end of delivery month. The payment terms for non-related parties are 30 days from the end of delivery month by telegraphic transfer.

C.Accounts receivable - related parties

Other related parties
Less: allowance for doubtful
accounts
Net
As of December 31, As of December 31,
2015
(NT$’000)
21,759
-
21,759
2014
(NT$’000)
1,008
-
1,008

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D.Account payable

Subsidiaries As of December 31, As of December 31,
2015
(NT$’000)
428,877
2014
(NT$’000)
247,315
  • E. The Company recognized commission expenses amounting NT$40,798 thousand and NT$36,895 thousand, respectively, for the years ended December 31, 2015 and 2014 due to delegating its subsidiaries for marketing.

  • F. For the years ended December 31, 2015 and 2014, the Company recognized travelling of NT$64 thousand and NT$47 thousand, respectively, for commissioning subsidiaries to handle travelling logistics.

For the years ended December 31, 2015 and 2014, the Company recognized travelling of NT$185 thousand and NT$341 thousand, respectively, for commissioning other related parties to handle travelling logistics.

  • G.The Company’s subcontracting fees to its subsidiaries amounted to NT$15,350 thousand and NT$51,319 thousand, respectively, for the years ended December 31, 2015 and 2014.

  • H. The Company charged its subsidiaries for providing technology support in amount of NT$3,253 thousand and NT$3,845 thousand, recorded under the caption of other non-operating incomes, for the years ended December 31, 2015 and 2014, respectively.

  • I. For the years ended December 31, 2015 and 2014, the Company recognized operating expenses of NT$2,968 thousand and NT$693 thousand, respectively, for services provided by other related parties.

Moreover, the years ended December 31, 2015 and 2014,, the Company recognized operating expenses of NT$188 thousand and NT$27 thousand, respectively, for services provided by the Parent.

  • J. The Company recognized other incomes in amount of NT$16,096 thousand and NT$2,145 thousand for the years ended December 31, 2015 and 2014, respectively, due to selling tools and spare parts to its subsidiaries.

K.

  • L. The Company provided bank loan garranty in total of NT$4,122,820 thousand for its subsidiaries as of December 31, 2015. The garranty amount is of contingency and not recognized at the balance sheets and the statements of comprehensive incomes yet.

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M.Salaries and rewards to key management of the Company

Short-term employee benefits
Post-employee benefits
Total
For theyear ended December 31, For theyear ended December 31,
2015
(NT$’000)
2014
(NT$’000)
86,728
819
82,908
838
87,547 83,746

N.Other receivables

Subsidiaries As of December 31, As of December 31,
2015
(NT$’000)
7,489
2014
(NT$’000)
9,197

O.Accrued expenses

Parent company
Subsidiaries
Other related parties
Total
As of December 31, As of December 31,
2015
(NT$’000)
69
4,431
42
4,542
2014
(NT$’000)
-
12,704
14
12,718
  • P. Transaction of asset

The Company did not conduct any transactions related to property, plant and equipment with related parties during the year ended December 31, 2015. For 2014, it is shown at the following table.

Type of Assets
2014
Machinery
Related Parties
Subsidiary
Book Value
(NT$’000)
6,032
Selling price
(NT$’000)
6,511
Gain
(NT$’000)
479
Price
reference
Negotiated

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8. PLEDGED ASSETS

The following assets of the Company are pledged as collaterals:

Item Carrying Amount
As of December 31,
Carrying Amount
As of December 31,
Purpose
2015
(NT$’000)
2014
(NT$’000)
112,720
3,057
115,777
Property, plant and equipment -
machinery (carrying amount)
Refundable deposits
Total
-
-
Long-term
secured loans
Bonded factory
-
  1. SIGNIFICANT CONTINGENCIES AND UNRECOGNIZED CONTRACT COMMITMENTS

(1) The Group’s unused letters of credit (LC) as of December 31, 2015 were as follows:

Currency
JPY
USD
EURO
LC Amount(in thousand)
JPY
3,138,776
USD
7,148
EUR
41
Security (in thousand)
-
-
-
  • (2) Detail of significant constructions in progress and outstanding contracts of property, plant and equipment as of December 31, 2015 was as follow:
Nature of Contract
Machinery and
contruction contracts
Contract Amount
(NT$’000)
4,780,400
Amount Paid
(NT$’000)
3,270,081
Outstanding
Balance
(NT$’000)
1,510,319
  • (3) The Company provided bank loan garranty in total of NT$4,122,820 thousand for its subsidiariesas as of December 31, 2015. The garranty amount is of contingency and not recognized at the balance sheets and the statements of comprehensive incomes yet.

10. SIGNIFICANT DISASTER LOSS

None.

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11. SIGNIFICANT SUBSEQUENT EVENT

None.

12. OTHERS

  • (1) Categories of financial instruments

Financial assets

Financial assets at fair value through
profit or loss:
Held for trading
Available-for-sale financial assets
Loans and receivable
Cash and cash equivalents
(excluding cash on hand)
Bond investments with no active
market
Notes receivable
Accounts receivable
Accounts receivable - related
parties
Other receivable
Other receivable - related parties
Total
Financial liabilities
Financial liabilities measured at
amortized cost:
Short-term loans
Payables
As of December 31,
2015
(NT$’000)
2014
(NT$’000)
3,524,742
5,081,578
-
40,369
10,998,703
10,082,104
423,057
420,000
1,835
4,358
2,920,639
2,403,669
21,759
1,008
281,480
392,702
7,489
9,197
18,179,704
18,434,985
As of December 31,
As of December 31,
2015
(NT$’000)
2014
(NT$’000)
3,524,742
5,081,578
-
40,369
10,998,703
10,082,104
423,057
420,000
1,835
4,358
2,920,639
2,403,669
21,759
1,008
281,480
392,702
7,489
9,197
18,179,704
18,434,985
As of December 31,
2015
(NT$’000)
1,831,266
4,622,464
2014
(NT$’000)
730,798
4,195,768

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Long-term loans (including
current portion)
Total
586,911
7,040,641
926,343
5,852,909

(1)

  • (2) Objectives and policies of financial risk management

The Company’s principal financial risk management objective is to manage the market risk, credit risk and liquidity risk related to its operating activates. The Company identifies, measures, and manages the aforementioned risks based on its policy and risk preferences.

The Company has established appropriate policies, procedures and internal controls for financial risk management. Before entering into significant transactions, due approval process by the Board of Directors and Audit Committee must be carried out based on related protocols and internal control procedures. The Company complies with its financial risk management policies at all times.

  • (3) Market risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of the changes in market prices. Market risk comprises currency risk, interest rate risk and other price risk (e.g. equity instruments).

In practice, it is rarely the case that a single risk variable will change independently from other risk variables. There are usually interdependencies between risk variables. However, the sensitivity analysis disclosed below does not take into account the interdependencies between risk variables.

Foreign currency risk

The Company’s exposure to foreign currency risk relates primarily to the Company’s operating activities (when revenue or expense are denominated in a different currency from the Company’s functional currency) and the Company’s net investments in foreign operations.

The Company has certain foreign currency receivables denominated in the same foreign currency as certain foreign currency payables, therefore natural hedge is achieved. Thus, hedge accounting is not adopted.

The foreign currency sensitivity analysis of the possible change in foreign exchange rates on the Company’s profit (loss) and equity is performed on significant monetary items denominated in foreign currencies as of the end of the reporting period. The Company’s

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foreign currency risk is mainly related to the volatility in the exchange rates of US dollars. The sensitivity analysis is as follows:

If NT dollars appreciates/depreciates against US dollars by 1%, the net income (loss) for the years ended December 31, 2015 and 2014 would increase/decrease by NT$37 thousand and NT$1,926 thousand, respectively.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company’s exposure to interest rate risk relates primarily to the Company’s investments with variable interest rates and loans with fixed and variable interest rates, which are all categorized as loans and receivables.

The interest rate sensitivity analysis is performed on items exposed to interest rate risk as of the end of the reporting period and presumed to be held for one accounting year, including investments and loans with variable interest rates. If interest rate increases/decreases by 0.1%, the net income (loss) for the years ended December 31, 2015 and 2014 would decrease/increase by NT$45 thousand and decrease/increase by NT$410 thousand, respectively.

Equity price risk

The Company’s domestic listed equity securities are susceptible to market price risk arising from uncertainties about future values of the investment securities. The listed equity securities held by the Company is classified as available-for-sale. The Company manages the equity price risk through diversification and placing limits on individual and total equity instruments. Reports on equity portfolio are submitted to the Company’s senior management on a regular basis. The Company’s Board of Directors reviews and approves all equity investment decisions.

For available-for-sale listed equity securities, 1% decrease in their prices would impact on the Company’s equity by NT$0 thousand and NT$404 thousand for the years ended December 31, 2015 and 2014, respectively; and 1% increase in their prices would merely impact on the Company’s equity.

(4) Credit risk management

Credit risk is the risk that counterparty will not meet its obligations under a contract and result in a financial loss. The Company is exposed to credit risk from operating activities

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(primarily for accounts and notes receivable) and financing activities (primarily for bank deposits and other financial instruments).

Customer credit risk is managed by each business unit subject to the Company’s established policy, procedures and control relating to customer credit risk management. Credit risk of all customers are assessed based on a comprehensive review of the customers’ financial status, credit ratings from credit institutions, past transactions, current economic conditions and the Company’s internal credit ratings. The Company also employs some credit enhancement instruments (e.g. prepayment or insurance) to reduce certain customers’ credit risk.

As of December 31, 2015 and 2014, receivables from the top ten customers were accounted for 52.06% and 47.90% of the Company’s total accounts receivable, respectively. The concentration of credit risk is relatively not significant for the remaining receivables.

Credit risk from balances with banks, fixed-income securities and other financial instruments is managed by the Company’s finance division in accordance with the Company’s policy. The counterparties that the Company transacts with are determined by internal control procedures. They are banks with fine credit ratings and financial institutions, corporate and government agencies with investment-grade credit ratings. Thus, there is no significant default risk. Conclusively, no significant credit risk is expected by the Company.

(5) Liquidity risk management

The Company maintains financial flexibility through the use of cash and cash equivalents, highly-liquid marketable securities, bank loans, etc. The table below summarizes the maturity profile of the Company’s financial liabilities based on the contractual undiscounted payments and contractual maturity. The payment amount includes the contractual interest. The undiscounted interest payment relating to borrowings with variable interest rates is extrapolated based on the estimated yield curve as of the end of the reporting period.

Non-derivative financial instruments

Less than 1 year
(NT$’000)
As of December 31, 2015
Loans
2,152,079
Payables
4,622,464
As of December 31, 2014
Loans
1,203,240
Less than 1 year
(NT$’000)
2 to 3 years
(NT$’000)
3 to 4 years
(NT$’000)
4 to 5 years
(NT$’000)
Total
(NT$’000)
253,258
-
303,647
39,898
-
151,499
-
-
30,471
2,445,235
4,622,464
1,688,857

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      • Payables 4,195,768 4,195,768

(2)

  • (6) Fair values of financial instruments

  • A. The evaluation methods and assumptions applied in determining the fair value

Fair value is the price that would be received to sell a financial asset or paid to transfer a financial liability in an orderly transaction between willing market participants (not under coercion or liquidation). The following methods and assumptions are used by the Group in estimating the fair values of financial assets and liabilities:

  • (a) The carrying amount of cash and cash equivalents, receivables, payables and other current liabilities approximate their fair value due to their short maturity terms.

  • (b)For financial assets and liabilities traded in an active market with standard terms and conditions, their fair value is determined based on market quotation price (e.g. listed stocks and bonds).

  • (c) Fair value of equity instruments without active markets (including listed companies’ shares from private placement, stocks of public companies not traded in an active market and unlisted stocks) are estimated using the market approach. Under the approach, factors, such as the trading prices of comparable equity instruments in an active market, and other relevant informations (i.e. discount due to lack of liquidity, stock price-to-earning ratio (PER) and price-to-book ratio (PBR) of similar companies) are input into the pricing model for its fair value..

  • B. Fair value of financial instruments measured at amortized cost

The carrying amount of the Company’s financial assets and liabilities measure at amortized cost approximates their fair value.

  • C. Fair value measurement hierarchy for financial instruments

Please refer to Note 12(7) for fair value measurement hierarchy for financial instruments of the Group.

  • (7) Fair value measurement hierarchy

  • A. Fair value measurement hierarchy

All asset and liabilities for which fair value is measured or disclosed in the financial

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statements are categorized within the fair value hierarchy, based on the lowest level input that is significant to the fair value measurement as a whole. Level 1, 2 and 3 inputs are described as follows:

Level 1 – Quoted (unadjusted) market prices in active markets for identical assets or liabilities that the entity can access at the measurement date

Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly

Level 3 – Unobservable inputs for the asset or liability

For assets and liabilities that are recognized in the financial statements on a recurring basis, the Group determines whether transfers have occurred between Levels in the hierarchy by re-assessing categorization at the end of each reporting period.

B. Fair value measurement hierarchy of the Group’s assets and liabilities

The Group does not have assets that are measured at fair value on a non-recurring basis. Fair value measurement hierarchy of the Group’s assets and liabilities measured at fair value on a recurring basis is as follows:

As of December 31, 2015

Financial assets:
Financial assets at fair value through
profit or loss
Funds
Financial liabilities:
None
As of December 31, 2014
Financial assets:
Financial assets at fair value through
profit or loss
Funds
Level 1
(NT$’000)
Level 2
(NT$’000)
Level 3
(NT$’000)
Total
(NT$’000)
3,524,742
Level 1
(NT$’000)
-
Level 2
(NT$’000)
-
Level 3
(NT$’000)
3,524,742
Total
(NT$’000)
5,081,578
-
- 5,081,578

As of December 31, 2014

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Available-for-sale financial assets
Stocks
Financial liabilities:
None
Level 1
(NT$’000)
Level 2
(NT$’000)
Level 3
(NT$’000)
Total
(NT$’000)
40,369 - - 40,369

Transfers between Level 1 and Level 2 during the period

For December 31, 2015 and 2014, there were no transfers between Level 1 and Level 2 fair value hierarchy.

  • (8) Significant financial assets and liabilities denominated in foreign currencies

Information regarding the Company’s significant financial assets and liabilities denominated in foreign currencies was listed below: (In Thousands)

As of December 31,

Foreign
Currencies
($’000)
Financial assets
Monetary items:
USD
85,167
Non-monetary item:
USD
92,747
Financial liabilities
Monetary items:
USD
85,281
2015 2014
Exchange
Rate
32.825
32.825
32.825
NTD
(NT$’000)
Foreign
Currencies
($’000)
Exchange
Rate
31.65
31.65
31.65
NTD
(NT$’000)
2,795,604
3,044,411
2,799,338
74,866
110,192
81,011
2,369,519
3,487,564
2,564,008

The above information is disclosed based on the carrying amount of foreign currency (after being converted to functional currency).

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Foreign exchange gains or losses on monetary financial assets and financial liabilities are shown as below.

Foreign currency
resulting in exchange gain or loss
USD
Other
For theyear ended December 31, For theyear ended December 31,
2015
(NT$’000)
9,393
4,845
2014
(NT$’000)
8,636
15,284
  • (9) Capital management

The primary objective of the Company’s capital management is to ensure that it maintains a strong credit rating and healthy capital ratios in order to support its business and maximize shareholder value. The Company manages and adjusts its capital structure in light of changes in economic conditions. To maintain or adjust the capital structure, the Company may adjust dividend payment to shareholders, return capital to shareholders or issue new shares.

13. ADDITIONAL DISCLOSURES

  • (1) Information on significant transactions

  • A. Financing provided to others: None.

  • B. Endorsement/Guarantee provided to others: Please refer to attachment 1.

  • C. Marketable securities held as of December 31, 2015 (excluding investments in subsidiaries, associates and joint ventures): Please refer to attachment 2.

  • D. Individual securities acquired or disposed of with accumulated amount of at least NT$300 million or 20 percent of the paid-in capital for the year ended December 31, 2015: None.

  • E. Acquisition of individual real estate with amount of at least NT$300 million or 20 percent of the paid-in capital for the year ended December 31, 2015: Please refer to attachment 3.

  • F. Disposal of individual real estate with amount of at least NT$300 million or 20 percent of the paid-in capital for the year ended December 31, 2015: None.

  • G. Related party transactions with purchase or sales amount of at least NT$100 million or 20 percent of the paid-in capital for the year ended December 31, 2015: Please refer to attachment 4.

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  • H. Receivables from related parties of at least NT$100 million or 20 percent of the paid-in capital as of Decemer 31, 2015: None.

  • I. Derivative instrument transactions: None.

  • (2) Information on investees

  • A. Investees over whom the Company exercises significant influence or control (excluding investees in Mainland China): Please refer to attachment 5.

  • B. Investees over which the Company exercises control shall be disclosed of information under Note 13(1):

    • (a) Financing provided to others: None.

    • (b)Endorsement/Guarantee provided to others: None.

    • (c) Marketable securities held as of December 31, 2015 (excluding investments in subsidiaries, associates and joint ventures): Please refer to attachment 6

    • (d)Individual securities acquired or disposed of with accumulated amount of at least NT$300 million or 20 percent of the paid-in capital for the year ended December 31, 2015: None.

    • (e) Acquisition of individual real estate with amount of at least NT$300 million or 20 percent of the paid-in capital for the year ended December 31, 2015: None.

    • (f) Disposal of individual real estate with amount of at least NT$300 million or 20 percent of the paid-in capital for the year ended December 31, 2015: None.

    • (g)Related party transactions with purchase or sales amount of at least NT$100 million or 20 percent of the paid-in capital for the year ended December 31, 2015: Please refer to attachment 7.

    • (h)Receivables from related parties of at least NT$100 million or 20 percent of the paid-in capital as of December 31, 2015: Please refer to attachment 8.

    • (i) Derivative instrument transactions: None.

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(3) Information on investments in Mainland China:

A. Name of investee in China, main business, paid-in capital, method of investment, investment flows, percentage of ownership, investment gain or loss, carrying amount at the end of reporting period, inward remittance of earning or loss and the upper limit on investment in China:

(In Thousands of New Taiwan Dollars)

Name of
Investee in
China
Main Business
(NT$’000)
Paid-in
Capital
(NT$’000)
Method of
Investment
(NT$’000)
Accumulated
Outflow of
Investment from
Taiwan as of
January 1, 2015
(NT$’000)
Investment Flows Investment Flows Accumulate
d Outflow of
Investment
from Taiwan
as of
December
31, 2015
(NT$’000)
Profit/ Loss
of Investee
(NT$’000)
Percentage of
Ownership
(Direct or
Indirect
Investment)
(NT$’000)
Share of
Profit/Loss
(NT$’000)
Carrying
Amount as of
December 31,
2015
(NT$’000)
Accumulated
Inward
Remittance
of Earnings
as of
December
31, 2015
(NT$’000)
Accumulated
Outflow of
Investment
from Taiwan
to Mainland
China
as of
December 31,
2015
(NT$’000)
Investment
Amounts
Authorized by
Investment
Commission,
MOEA
(NT$’000)
Upper Limit on
Investment in China by
Investment
Commission, MOEA
(NT$’000)
Outflow
(NT$’000)
Inflow
(NT$’000)
Kinsus
Interconnect
Technology
Suzhou Corp.
Manufacturing
and selling
PCB (not
high-density
fine-line)
2,297,750
(Note 2)
(Note 1) 2,297,750
(Note 2)
- - 2,297,750
(Note 2)
(113,792)
(Note 2 and
Note 4)
100% (113,792)
(Note 2 and
Note 4)
1,092,219
(Note 2 and
Note 4)
- 2,297,750
(Note 2)
2,297,750
(Note 2)
No upper limit
(Note 5)

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Piotek
Computer
(Suzhou) Co.,
Ltd.
Researching,
developing,
producing and
selling
electronic
components,
PCBs and
related
products and
providing
after-sale
services
5,471,928
(Note 2)
(Note 1) 3,093,888
(Note 2)
- - 3,093,888
(Note 2)
(544,556)
(Note 2 and
Note 4)
51% (277,724)
(Note 2 and
Note 4)
1,820,119
(Note 2
and
Note 4)
- 3,093,888
(Note 2)
3,093,888
(Note 2)
No upper limit
(Note 5)
Xiang-Shuo
(Suzhou)
Trading
Limited
Trading of PCB
(not
high-density
fine-line) and
material for
related
products
65,650
(Note 2)
(Note 1) 65,650
(Note 2)
- - 65,650
(Note 2)
3,219
(Note 2 and
Note 4)
100% 3,219
(Note 2
and Note 4)
69,621
(Note 2 and
Note 4)
- 65,650
(Note 2)
65,650
(Note 2)
No upper limit
(Note 5)
Pegavision
Contact Lenses
(Shanghai)
Corporation
Selling medical
equipment
65,062
(Note 2)
(Note 1) 10,598 54,464 - 65,062 (16,263)
(Note 2 and
Note 4)
100% (16,263)
(Note 2
and Note 4)
44,250
(Note 2
and Note 4)
- 65,062 65,062 625,574
(Note 6)

175

    • English Translation of Parent Company Only Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Parent-Company-Only Financial Statements (Continued)
  • Note 1: Investment in Mainland China through companies in the third area. Note 2: Amounts in foreign currencies are translated into New Taiwan dollars using the exchange rates on the balance sheet date. Note 3: The paid-in capital is USD2,100 thousand, equivalent to NT$65,062thousand. Note 4: Gain/loss on investment is recognized based on the audited financial statements of the parent company in Taiwan.

  • Note 5: The Company meets the conditions of corporate operation headquarter in the Principle of Evaluation for Investment and Technical Cooperation in Mainland China. Thus, there is no upper limit on investment amount.

  • Note 6: The upper limit on investment for Pegavision Contact Lenses (Shanghai) Corporation is calculated as 60% of Pegavision Corporation’s net equity.

176

    • English Translation of Parent Company Only Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Parent-Company-Only Financial Statements (Continued)

B. Significant transactions with investees in China:

(a) Purchase and balances of related accounts payable as of December 31, 2015:

The Company’s purchase
from Kinsus
Interconnect Technology
Suzhou
The Company’s purchase
from Piotek Computer
(Suzhou) Co., Ltd.
Purchases
Amount
(NT$’000)
% to Net
Purchase
1,795,044
27.06%
50,100
0.76%
Accounts Payable Accounts Payable
Amount
(NT$’000)
Amount
(NT$’000)
413,130
15,747
% to Account
Balance
1,795,044 27.95%
50,100 1.07%

The product specification of goods purchased by the Company from Kinsus Interconnect Technology Suzhou Corp. and Piotek Computer (Suzhou) Co., Ltd. in the year ended December 31, 2015 differed from goods purchased from other vendors. Thus, transaction prices are not comparable. Payment term for related parties is 60 days from the end of delivery month. The payment terms for non-related parties are 60 to 90 days from the end of delivery month by telegraphic transfer.

(b)Sales, the ending balance of related accounts receivable and their weightings:

Sale of Piotek Computer
(Suzhou) to Piotek (H.K.)
Trading ($’000)
Sale of Piotek Computer
(Suzhou) to Xiang-Shuo
(Suzhou) Trading ($’000)
Sale of Xiang-Shuo (Suzhou)
Trading to Piotek Computer
(Suzhou) Trading ($’000)
Sales
Amount
% to Net Sales
USD22,666
18.26%
USD13,064
10.53%
RMB27,693
24.66%
Accounts receivable Accounts receivable
Amount Amount
USD4,277
USD1,176
RMB5,407
% to Account
Balance
USD22,666 17.09%
USD13,064 4.70%
RMB27,693 37.83%

177

    • English Translation of Parent Company Only Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Parent-Company-Only Financial Statements (Continued)
Sale of Xiang-Shuo (Suzhou)
Trading to Kinsus Interconnect
Technology Suzhou ($’000)
Sale of the Company to
Xiang-Shuo (Suzhou)
Trading(NT$’000)
Sale of the Company to Kinsus
Interconnect Technology
Suzhou(NT$’000)
RMB3,076 2.74%
-%
0.03%
RMB675
-
-
4.72%
827 -%
5,995 -%

The product specification of goods sold between subsidiaries in the year ended December 31, 2015 differed from goods sold to other customers. Thus, transaction prices cannot be reasonably compared. Sales of the Company to Kinsus Interconnect Technology Suzhou Corp. and Xiang-Shuo (Suzhou) Trading Limited have the same product prices as sales to non-related parties. Collection terms are also equivalent to the ones for non-related parties, which is 30 to 60 days from delivery by telegraphic transfer.

(c) Property transaction amounts and resulting gain or loss:

  • a. Details of property transaction between Piotek Computer (Suzhou) Co., Ltd. and related partiesas follow:
Type of Assets Related Parties Book value Selling price
RMB 329
Gain Price reference
Other Equipment Kinsus Interconnect Technology
Suzhou
RMB 318 RMB 11 Negotiated
  • (d)Ending balance of endorsements/guarantees or collateral provided and the purposes: Please refer to attachment 1.

  • (e) Maximum balance, ending balance, interest rate range and total interest for current period from financing provided to others: None.

  • (f) Transactions that have significant impact on profit or loss of current period or the financial position, such as services provided or rendered:

  • a. The Company commissioned Kinsus Interconnect Technology (Suzhou) Corp. for processing of NT$15,350 thousand, for the year ended December 31, 2015. Payable amounted to NT$1,034 thousand as of December 31, 2015.

178

    • English Translation of Parent Company Only Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Parent-Company-Only Financial Statements (Continued)
  • b. The Company sold fixtures and spare parts to Piotek Computer (Suzhou) Co., Ltd., Kinsus Interconnect Technology Suzhou Corp. Trading Limited and Xiang-Shuo (Suzhou) Trading and recognized other income of NT$16,096 thousand for the year ended December 31, 2015.

  • c. As of December 31, 2015, the balance of other receivables amounted to NT$2,191 thousand,NT$4,481 thousand and NT$817 thousand, respectively.The other receivable were resulted from the Company’s sale of fixtures to Piotek Computer (Suzhou) Co., Ltd. ,Kinsus Interconnect Technology Suzhou Corp and Xiang-Shuo (Suzhou) Trading Limited.

  • d. As of December 31, 2015, other receivables of Xiang-Shuo (Suzhou) Trading Limited due to payment and collection on behalf of Piotek Computer (Suzhou) Co., Ltd. amounted to RMB56 thousand.

14. OPERATING SEGMENT INFORMATION

The Company has provided the operating segment disclosure in the consolidated financial statements.

179

English Translation of Parent-Company-Only Financial Statements Originally Issued in Chinese Kinsus Interconnect Technology Corp.

Endorsement/Guarantee Provided to Others

For the Year Ended December 31, 2015

Attachment 1

(In Thousands of Foreign Currency / New Taiwan Dollars)

Endorsement/
Guarantee Provider
Endorsement/
Guarantee Provider
Guaranteed Party Guaranteed Party Limits on Endorsement/ Guarantee Amount
Provided to Each Guaranteed Party
Maximum
Balance for the
Period
EndingBalance Amount
ActuallyDrawn
Amount of
Endorsement/
Guarantee
secured by
Properties
Ratio of
Accumulated
Endorsement/
Guarantee to Net
Worth per Latest
Financial Statements
Maximum
Endorsement/
Guarantee
Amount
Allowed
Endorsement
provided by
parent company
to subsidiaries
Endorsement
provided by
subsidiaries to
parent company
Endorsement
provided to
entities in
China
No.
(Note 1)
Name Name Nature of
Relationship
0
0
Kinsus
Interconnect
Technology
Corp.
Kinsus
Interconnect
Technology
Corp.
Piotek Computer
(Suzhou) Co.,
Ltd.
Kinsus
Interconnect
Technology
Suzhou Corp.
Investee
accounted for
using equity
method indirectly
Investee
accounted for
using equity
method indirectly
The overall amount of guarantees/
endorsements provided to a subsidiary in
which the Company holds directly over 50%
(inclusive) of common equity interest shall
not exceed 20% of the net worth in the
current financial statements. $5,678,227
The overall amount of guarantees/
endorsements provided to a subsidiary in
which the Company holds directly over 50%
(inclusive) of common equity interest shall
not exceed 20% of the net worth in the
current financial statements. $5,678,227
$4,595,500
(USD 140,000)
(Note 2)
$2,762,224
(USD 84,150)
(Note 2)
$3,118,375
(USD 95,000)
(Note 2)
$1,004,445
(USD 30,600)
(Note 2)
$1,359,586
$502,223
$-
$-
10.98%
3.54%
$14,195,568
$14,195,568
Shall not exceed
50% of the net
worth in the
current financial
statements.
Shall not exceed
50% of the net
worth in the
current financial
statements.
Y
Y
N
N
Y
Y

Note 1: Kinsus Interconnect Technology Corp. is coded "0".

Note 2: Amounts in foreign currencies are converted to New Taiwan Dollars using the exchange rates as of the balance sheet date.

180

- - English Translation of Parent Company Only Financial Statements Originally Issued in Chinese

Kinsus Interconnect Technology Corp.

Marketable Securities

As of December 31, 2015

Kinsus Interconnect Technology Corp.
Marketable Securities
As of December 31, 2015
Kinsus Interconnect Technology Corp.
Marketable Securities
As of December 31, 2015
Kinsus Interconnect Technology Corp.
Marketable Securities
As of December 31, 2015
Kinsus Interconnect Technology Corp.
Marketable Securities
As of December 31, 2015
Attachment 2
(In Thousands of New Taiwan Dollars)
Name of Held
Company
Type and Name of Marketable Securities Relationship with
the Issuer
Financial Statement Account As of December 31,2015 Note
Shares / Units Carrying
Amount
Shareholding
%
Fair Value
(Note)
Kinsus Interconnect
Technology Corp.
Money market funds:
Capital Money Market Fund
Yuanta De-Bao Money Market Fund
Yuanta Wan Tai Money Market Fund
Fuh Hwa Money Market Fund
Taishin Ta Chong Money Market Fund
Taishin 1699 Money Market Fund
FSITC Money Market Fund
Mega Diamond Money Market Fund
Jih Sun Money Market
Union Money Market Fund
UPAMC James Bond Fund
Subtotal
Add: Valuation adjustments of financial
assets held for trading
Total
-
-
-
-
-
-
-
-
-
-
-
Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss
32,783,435
13,551,601
31,765,626
4,066,994
18,812,748
30,522,218
1,168,258
41,465,474
31,315,952
15,838,553
15,322,946
$510,667
157,637
458,515
56,495
255,796
400,000
200,000
500,000
450,000
203,448
250,000
3,442,558
82,184
$3,524,742
-%
-%
-%
-%
-%
-%
-%
-%
-%
-%
-%
$522,365
160,894
475,420
58,088
263,858
407,673
205,771
513,214
457,886
206,617
252,956
$3,524,742

Note: Companies without quotes in the open markets are valued at net equities.

181

- - English Translation of Parent Company Only Financial Statements Originally Issued in Chinese

Kinsus Interconnect Technology Corp.

Acquisition of Individual Real Estate with Amount of at Least NT$300 million or 20% of the Paid-in Capital

For the Year Ended December 31, 2015

Attachment 3

(In Thousands of New Taiwan Dollars)

Acquiring
Company
Name of Property Transaction
Date
Transaction
Amount
Payment Status Counter-
party
Relationship Prior Transaction of Related Counter-party Prior Transaction of Related Counter-party Prior Transaction of Related Counter-party Prior Transaction of Related Counter-party Price
Reference
Purpose and Use
of Acquisition
Other
Terms
Owner Relationship
with the
Company
Transfer
Date
Amount
Kinsus
Interconnect
Technology
Corp.
Houses and buildings
Construction of
XinFeng Plant
2015.03.24 $486,186 NT$ 405,860
thousand was
paid as of
December 31,
2015
Guo-Gong
Construction
Co., Ltd.
None None None None None Bidding Production
expansion and
operation
planning
None

182

    • English Translation of Parent Company Only Financial Statements Originally Issued in Chinese

Kinsus Interconnect Technology Corp.

Related Party Transactions with Purchase or Sales Amount of At least NT$100 Million or 20% of the Paid-in Capital

For the Year Ended December 31, 2015

Attachment 4

(In Thousands of New Taiwan Dollars)

CompanyName Related Party Nature of
Relationship
Transaction Details Transaction Details Transaction Details Transaction Details Abnormal Transaction Abnormal Transaction Notes/ Accounts Payable or
Receivable
Notes/ Accounts Payable or
Receivable
Note
Purchase/
Sale
Amount % to
Total
Payment/
Collection Term
Unit Price Payment/
Collection
Term
EndingBalance % to Total
Kinsus
Interconnect
Technology Corp.
Kinsus Interconnect
Technology Suzhou
Corp.
Investee
accounted for
using equity
method indirectly
Purchase $1,795,044 27.06% Payment within 60
days from the end
of delivery month
Specs of goods
purchased are
different from
others. Cannot be
reasonablely
compared.
Other vendors
also enjoy
payment within
60 days from
the end of
delivery month
Accounts payable
$(413,130)
(27.95)%

183

- - English Translation of Parent Company Only Financial Statements Originally Issued in Chinese

Kinsus Interconnect Technology Corp.

Investees over Which the Company Exercise Significant Influence or Control Directly or Indirectly (Excluding Investees in Mainland China)

As of December 31, 2015

Attachment 5

(In Thousands of Foreign Currency / New Taiwan Dollars)

Investor Investee Business Location Main Business and Product Original Investment Amount Original Investment Amount Balance as of December 31,2015 Balance as of December 31,2015 Balance as of December 31,2015 $1,776
$(371,975)
$44,413
$127,110
USD(3,369)
Net Income
(Loss) of the
Investee
Share of Income
(Loss) of the
Investee
Note
As of December
31,2014
As of December
31,2015
Shares % CarryingValue
Kinsus Investment
Co., Ltd.
KINSUS HOLDING
(SAMOA) LIMITED
KINSUS HOLDING
(SAMOA) LIMITED
PIOTEK HOLDINGS
LTD. (CAYMAN)
PIOTEK HOLDING
LIMITED
Pegavision Corporation
Pegavision Corporation
Kinsus Interconnect
Technology Corp.
Kinsus Interconnect
Technology Corp.
Kinsus Interconnect
Technology Corp.
KINSUS CORP. (USA)
KINSUS HOLDING
(SAMOA) LIMITED
Kinsus Investment Co., Ltd.
Pegavision Corporation
KINSUS HOLDING
(CAYMAN) LIMITED
PIOTEK HOLDINGS
LTD. (CAYMAN)
PIOTEK HOLDING
LIMITED
PIOTEK (H.K.)
TRADING LIMITED
PEGAVISION HOLDINGS
CORPORATION
PEGAVISION JAPAN INC.
CA. U.S.A.
Samoa
Taoyuan City
Taoyuan City
Cayman Islands
Cayman Islands
British Virgin
Islands
Hong Kong
Samoa
JAPAN
Investing activities
Investing activities
Manufacturing medical
equipment
Investing activities
Investing activities
Investing activities
Trading activities
Investing activities
Selling medical
equipment
Designing substrates,
formulating marketing
strategy analysis,
developing new customers,
researching and
development new product
technology
USD500
USD166,309
$398,000
(Note1)
$286,418
USD72,000
USD94,309
USD139,841
USD26
USD380
JPY-
USD500
USD166,309
$398,000
(Note1)
$286,418
USD72,000
USD94,309
USD139,841
USD26
USD2,130
JPY 9,900
500,000 shares
166,308,720 shares
39,800,000 shares
22,088,736 shares
72,000,000 shares
95,755,000 shares
139,840,790 shares
200,000 shares
2,130,000 shares
198 shares
100.00%
100.00%
100.00%
36.81%
100.00%
51.00%
100.00%
100.00%
100.00%
100.00%
$32,462
$3,011,949
$566,385
$383,837
USD 35,385
USD 56,373
USD 110,535
USD 1,777
$37,229
$2,744
$1,776
$(371,975)
$44,413
$46,795
USD(3,369)
USD(8,360)
USD(16,401)
USD 196
$(16,293)
$42
USD(16,392)
USD(16,401)
USD 196
$(16,293)
$42

Note1 : The Company's original investment in Kinsus Investment Co., Ltd. was NT$ 500,000 thousand. Kinsus Investment Co., Ltd. reduced capital by NT$ 102,000 thousand to offset deficits in 2013. After the reduction, investment amount reduced to NT$398,000 thousand.

184

- - English Translation of Parent Company Only Financial Statements Originally Issued in Chinese

Kinsus Interconnect Technology Corp.

Marketable Securities (Excluding Investments in Subsidiaries, Associates and Jointly Controlled Entities)

As of December 31, 2015

Attachment 6
(In Thousands of New Taiwan Dollars)
Attachment 6
(In Thousands of New Taiwan Dollars)
Attachment 6
(In Thousands of New Taiwan Dollars)
Attachment 6
(In Thousands of New Taiwan Dollars)
Attachment 6
(In Thousands of New Taiwan Dollars)
Attachment 6
(In Thousands of New Taiwan Dollars)
Name of Held Company Type and Name of Marketable
Securities
Relationship with the
Issuer
Financial Statement
Account
As of December 31,2015 Guarantee, Pledge or Other
Restricted Conditions
Shares(Unit) Carrying
Amount
% Fair Value
(Net Equity)
Shares Carrying
Amount
Note
Kinsus Investment Co., Ltd.
Kinsus Investment Co., Ltd.
Money market funds:
Taishin Ta Chong Money Market Fund
Valuation adjustments of financial
assets held for trading
Total
Stocks:
Yi-Shuo Creative Co., Ltd.
-
-
Financial assets carried
at cost
Financial assets at fair
value through profit or
loss
829,070
5,000,000
$11,315
313
$11,628
$50,000
-%
7.49%
$11,628
$-
(Note)
-
-
$-
$-

Note: No quotes in active markets and fair values cannot be measured reliably.

185

    • English Translation of Parent Company Only Financial Statements Originally Issued in Chinese

Kinsus Interconnect Technology Corp.

Related Party Transactions with Purchase or Sales Amount of At least NT$100 Million or 20% of the Paid-in Capital

For the Year Ended December 31, 2015

Attachment 7

(In Thousands of US Dollars)

CompanyName Related Party Nature of
Relationship
Transaction Details Transaction Details Transaction Details Transaction Details Abnormal Transaction Abnormal Transaction Notes/Accounts Payable or
Receivable
Notes/Accounts Payable or
Receivable
Note
Purchase/
Sale
Amount % to
Total
Payment/ Collection
Term
Unit Price Payment/
Collection Term
EndingBalance % to Total
Piotek Computer
(Suzhou) Co., Ltd.
Piotek Computer
(Suzhou) Co., Ltd.
Xiang-Shuo (Suzhou)
Trading Limited
Piotek Computer
(Suzhou) Co., Ltd.
Piotek (H.K.) Trading
Limited
Xiang-Shuo (Suzhou)
Trading Limited
Piotek Computer
(Suzhou) Co., Ltd.
Kinsus Interconnect
Technology Suzhou
Corp.
Pegatron Corporation
Xiang-Shuo (Suzhou)
Trading Limited
Piotek Computer
(Suzhou) Co., Ltd.
Piotek (H.K.) Trading
Limited
Piotek Computer
(Suzhou) Co., Ltd.
Piotek Computer
(Suzhou) Co., Ltd.
Xiang-Shuo (Suzhou)
Trading Limited
Kinsus Interconnect
Technology Corp.
Parent company
Parent company
Also a subsidiary
under the
Company's control
Also a subsidiary
under the
Company's control
Also a subsidiary
under the
Company's control
Also a subsidiary
under the
Company's control
Also a subsidiary
under the
Company's control
Also a subsidiary
under the
Company's control
Sales
Sales
Purchase
Sales
Purchase
Sales
Purchase
Sales
USD 45,802
USD 13,064
USD 13,064
USD 22,666
USD 22,666
RMB 27,693
RMB 27,693
USD 57,138
36.90%
10.53%
73.26%
18.26%
100.00%
24.66%
5.73%
100.00%
Payment within 60
days from the end of
delivery month
Payment within 60
days from the end of
delivery month
Payment within 60
days from the end of
delivery month
Payment within 60
days from the end of
delivery month
Payment within 60
days from the end of
delivery month
Payment within 60
days from the end of
delivery month
Payment within 60
days from the end of
delivery month
Payment within 60
days from the end of
delivery month
Specs of goods sold are
different from others.
Cannot be reasonably
compared.
Specs of goods sold are
different from others.
Cannot be reasonably
Specs of goods sold are
different from others.
Cannot be reasonably
compared.
Specs of goods sold are
different from others.
Cannot be reasonably
Specs of goods sold are
different from others.
Cannot be reasonably
compared.
Specs of goods sold are
different from others.
Cannot be reasonably
compared.
Specs of goods sold are
different from others.
Cannot be reasonably
compared.
Specs of goods sold are
different from others.
Cannot be reasonably
compared.
No non-related
parties to be
compared with.
No non-related
parties to be
compared with.
No non-related
parties to be
compared with.
No non-related
parties to be
compared with.
No non-related
parties to be
compared with.
No non-related
parties to be
compared with.
No non-related
parties to be
compared with.
No non-related
parties to be
compared with.
Accounts receivable
USD 6,920
Accounts receivable
USD 1,176
Accounts payable
USD (1,176)
Accounts receivable
USD 4,277
Accounts payable
USD (4,277)
Accounts receivable
RMB 5,407
Accounts payable
RMB (5,407)
Accounts receivable
USD 12,695
27.65%
4.70%
(36.80)%
17.09%
(100.00)%
37.83%
(3.81)%
100.00%

186

- - English Translation of Parent Company Only Financial Statements Originally Issued in Chinese

Kinsus Interconnect Technology Corp.

Receivables from Related Parties of at Least NT$ 100 Million or 20% of the Paid-in Capital

As of December 31, 2015

Attachment 8

(In Thousands of US Dollars)

CompanyName Related Party Nature of
Relationship
EndingBalance Turnover
Ratio
Overdue Overdue Amount Received in
Subsequent Periods
Allowance for
Doubtful Debts
Amount Action
Taken
Piotek Computer
(Suzhou) Co., Ltd.
Piotek Computer
(Suzhou) Co., Ltd.
Kinsus Interconnect
Technology Suzhou
Corp.
Pegatron Corporation
Piotek (H.K.) Trading
Limited
Kinsus Interconnect
Technology Corp.
Parent company
Parent company
Also a subsidiary
under the
Company's control
USD 6,920
(Note)
USD 4,277
(Note)
USD 12,695
(Note)
4.43
4.10
5.49
$-
$-
$-
-
-
-
$-
$-
$-
$-
$-
$-

Note: Accounts receivable

187

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, 2015 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 Accounting Standard No. 27, “Consolidated and Separate 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 February 1, 2016

188

English Translation of an Audit Report Originally Issued in Chinese REPORT OF INDEPENDENT AUDITORS

To: the Board of Directors and Shareholders of Kinsus Interconnect Technology Corp.

We have audited the accompanying consolidated balance sheets of Kinsus Interconnect Technology Corp. and Subsidiaries as of December 31, 2015 and 2014, the related consolidated statements of comprehensive income, changes in stockholders’ equity, and 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 conducted our audits in accordance with auditing standards generally accepted in the Republic of China and "Guidelines for Certified Public Accountants’ Examination and Reports on Financial Statements", which 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 provide a reasonable basis for our opinion.

In our opinion, based on our audits, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Kinsus Interconnect Technology Corp. and Subsidiaries as of December 31, 2015 and 2014, and the consolidated results of their operations and their 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 which are endorsed by Financial Supervisory Commission of the Republic of China.

We have audited and expressed an unqualified opinion on the parent-company-only financial statements of Kinsus Interconnect Technology Corp. as of December 31, 2015 and 2014 and for the years then ended.

Ernst & Young February 1, 2016 Taipei, Taiwan, Republic of China

Notice 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 on Taiwan and not those of any other jurisdictions. The standards, procedures and practice to audit such consolidated financial statements are those generally accepted and applied in the Republic of China on Taiwan.

189

English Translation of Consolidated Financial Statements Originally Issued in Chinese

Kinsus Interconnect Technology Corp. and Subsidiaries

Consolidated Balance Sheets

As of December 31, 2015 and 2014

(In Thousands of New Taiwan Dollars)

Assets Assets Assets 2015 2015 2014 2014
Code Accounts Notes Amount % Amount %
1100
1110
1125
1147
1150
1170
1180
1200
1210
1310
1410
1470
11XX
1544
1600
1780
1840
1915
1995
15XX
1XXX
Current assets
Cash and cash equivalents
Financial assets at fair value through profit or loss
Available-for-sale financial assets
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
Property, plant and equipment, net
Intangible assets
Deferred income tax assets
Prepaid equipment
Other non-current assets
Total non-current assets
Total Assets
4, 6(1)
4, 6(2)
4, 6(3)
4, 6(4), 8
4, 6(6)
4, 6(7)
4, 6(7), 7
7
4, 6(8)
4, 6(5)
4, 6(9), 8
4, 6(10)
4, 6(25)
4, 6(9), 9
6(11), 7, 8
$12,746,307
3,536,370
-
428,112
1,835
3,590,193
248,909
336,543
2,081
2,285,436
159,205
136,377
23,471,368
50,000
16,150,904
30,280
9,880
2,607,515
318,785
19,167,364
$42,638,732
30
8
-
1
-
8
1
1
-
5
1
-
55
-
38
-
-
6
1
45
100
$11,541,615
5,135,434
40,369
463,827
6,252
3,040,343
436,406
452,265
1,307
2,162,969
98,501
91,980
23,471,268
50,000
15,429,778
19,982
276
1,748,657
331,713
17,580,406
$41,051,674
28
13
-
1
-
8
1
1
-
5
-
-
57
-
38
-
-
4
1
43
100

(The accompanying notes are an integral part of the consolidated financial statements.)

190

English Translation of Consolidated Financial Statements Originally Issued in Chinese

Kinsus Interconnect Technology Corp. and Subsidiaries

Consolidated Balance Sheets-(Continued)

As of December 31, 2015 and 2014

(In Thousands of New Taiwan Dollars)

Liabilities and Equity Liabilities and Equity Liabilities and Equity 2015 2015 2014 2014
Code Accounts Notes Amount % Amount %
2100
2150
2170
2200
2230
2250
2300
21XX
2540
2570
2600
25XX
2XXX
31XX
3100
3110
3200
3300
3310
3350
3400
3500
36XX
3XXX
Current liabilities
Short-term loans
Notes payable
Accounts payable
Other payables
Current income tax liabilities
Provisions
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
Unappropriated earnings
Other components of equity
Treasury Stock
Non-controlling interests
Total equity
Total liabilities and equity
6(12)
6(13), 7
4, 6(25)
4, 6(14)
6(15)
6(16), 8
4, 6(25)
4, 6(17), 6(18)
6(19)
6(19)
6(19)
6(19)
6(19)
$3,095,030
55,484
1,996,799
3,932,762
569,378
294
668,701
10,318,448
1,366,299
40,190
85,994
1,492,483
11,810,931
4,460,000
5,939,819
3,049,623
14,780,095
194,484
(32,885)
2,436,665
30,827,801
$42,638,732
7
-
5
9
1
-
2
24
4
-
-
4
28
10
14
7
35
-
6
72
100
$1,806,896
41,011
1,986,749
3,828,752
896,540
302
1,542,931
10,103,181
730,722
54,377
110,620
895,719
10,998,900
4,460,000
5,939,819
2,687,890
14,030,597
279,703
2,654,765
30,052,774
$41,051,674
4
-
5
9
2
-
4
24
2
-
-
2
26
11
14
7
34
1
7
74
100

(The accompanying notes are an integral part of the consolidated financial statements.)

191

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, 2015 and 2014

(In Thousands of New Taiwan Dollars, Except Earnings Per Share)

Code Accounts Notes 2015 2014
Amount % Amount %
4000
5000
5900
6000
6100
6200
6300
6900
7000
7010
7020
7050
7900
7950
8200
8300
8310
8311
8360
8361
8362
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
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
Unrealized valuation gain (loss) on available-for-sale financial assets
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(20), 7
7
6(23), 7
6(23), 7
6(23)
4, 6(25)
6(24)
6(26)
6(26)
$23,061,311
(17,099,709)
5,961,602
(437,849)
(975,409)
(1,484,620)
(2,897,878)
3,063,724
309,476
(110,984)
(56,968)
141,524
3,205,248
(475,722)
2,729,526
(8,721)
(116,596)
(24,694)
12,397
(137,614)
$2,591,912
$2,903,952
(174,426)
$2,729,526
$2,810,012
(218,100)
$2,591,912
$6.51
$6.38
100
(74)
26
(2)
(4)
(7)
(13)
13
1
-
-
1
14
(2)
12
-
(1)
-
-
(1)
11
13
(1)
12
12
(1)
11
$24,943,834
(17,996,954)
6,946,880
(593,616)
(973,136)
(1,370,969)
(2,937,721)
4,009,159
133,961
64,434
(56,482)
141,913
4,151,072
(660,839)
3,490,233
15,710
309,597
9,583
(33,026)
301,864
$3,792,097
$3,617,327
(127,094)
$3,490,233
$3,803,861
(11,764)
$3,792,097
$8.11
$7.98
100
(72)
28
(2)
(4)
(6)
(12)
16
1
-
-
1
17
(3)
14
-
1
-
-
1
15
15
(1)
14
15
-
15

(The accompanying notes are an integral part of the consolidated financial statements.)

192

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, 2015 and 2014

(In Thousands of New Taiwan Dollars)

Code Items Notes Equity Attributable to Sh Equity Attributable to Sh areholders of the Parent Non-
controlling
Interests
Total Equity
Capital Capital
Surplus
Retained Earnings Othe rs Treasury
Stock
Total
Legal
Reserve
Special
Reserve
Unappropriated
Earnings
Exchange
differences arising
on translation of
foreign operations
Unrealized valuation
gain (loss) on
available-for-sale
financial assets
3100 3200 3310 3320 3350 3410 3425 3500
$-
-
-
(32,885)
$(32,885)
31XX 36XX 3XXX
A1
B1
B5
B17
D1
D3
D5
M5
M7
O1
A1
B1
B5
D1
D3
D5
L1
Z1
Balance as of January 1, 2014
Appropriation and distribution of 2013 earnings:
Legal reserve
Cash dividends - common shares
Reversal of special reserve
Net income (loss) for 2014
Other comprehensive income (loss) for 2014
Total comprehensive income
Differences between equity purchase price and carrying amount
arising from acquisition or disposal of subsidiaries
Changes in equities of subsidiaries
Changes in non-controlling Interests
Balance as of December 31, 2014
Appropriation and distribution of 2014 earnings:
Legal reserve
Cash dividends - common shares
Net income (loss) for 2015
Other comprehensive income (loss) for 2015
Total comprehensive income
Treasury stock repurchased
Balance as of December 31, 2015
6(19)
6(24)
6(19)
6(24)
$4,460,000
-
4,460,000
-
$4,460,000
$5,863,612
-
50,925
25,282
5,939,819
-
$5,939,819
$2,365,481
322,409
-
2,687,890
361,733
-
$3,049,623
$74,424
(74,424)
-
-
-
$-
$12,206,545
(322,409)
(1,561,000)
74,424
3,617,327
15,710
3,633,037
14,030,597
(361,733)
(1,784,000)
2,903,952
(8,721)
2,895,231
$14,780,095
$93,768
161,241
161,241
255,009
(60,525)
(60,525)
$194,484
$15,111
9,583
9,583
24,694
(24,694)
(24,694)
$-
$25,078,941
-
(1,561,000)
-
3,617,327
186,534
3,803,861
50,925
25,282
27,398,009
-
(1,784,000)
2,903,952
(93,940)
2,810,012
(32,885)
$28,391,136
$2,450,199
(127,094)
115,330
(11,764)
(50,925)
(25,282)
292,537
2,654,765
(174,426)
(43,674)
(218,100)
$2,436,665
$27,529,140
-
(1,561,000)
-
3,490,233
301,864
3,792,097
-
-
292,537
30,052,774
-
(1,784,000)
2,729,526
(137,614)
2,591,912
(32,885)
$30,827,801

(The accompanying notes are an integral part of the consolidated financial statements.)

193

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, 2015 and 2014

(In Thousands of New Taiwan Dollars)

Code Items 2015 2014 Code Items 2015 2014
AAAA
A10000
A20000
A20010
A20100
A20200
A20300
A20400
A20900
A21200
A22500
A23100
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:
Income before income tax
Adjustments:
Income and expense adjustments:
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
Loss (gain) on disposal of property, plant and equipment
Gain on disposal of investment
Impairment loss on non-financial assets
Changes in operating assets and liabilities:
Financial assets at fair value through profit or loss
Notes receivable
Accounts receivable
Accounts receivable - related parties
Other receivables
Other receivables - related parties
Inventories
Prepayments
Other current assets
Long-term prepaid rents
Notes payable
Accounts payable
Accounts payable - related parties
Other payables
Provisions
Unearned sales revenue
Other current liabilities
Accrued pension liabilities
Cash generated from (used in) operations
Interest received
Interest paid
Income tax paid
Net cash provided by (used in) operating activities
$3,205,248
3,196,903
34,432
(19,603)
(24,586)
56,968
(86,116)
108,807
(30,845)
14,211
1,623,650
4,417
(529,703)
187,497
111,215
(774)
(122,467)
(60,704)
(44,397)
13,291
14,473
10,050
-
73,374
(8)
(11,246)
(2,035)
(4,241)
$4,151,072
3,018,003
26,567
5,876
(26,895)
56,482
(96,170)
724
(26,135)
-
28,033
63,131
(32,739)
124,063
45,116
622
(157,472)
14,168
(26,170)
(9,195)
942
101,197
(163)
411,866
302
21,638
(2,478)
(3,973)
BBBB
B00400
B00700
B01200
B02700
B02800
B03800
B04500
BBBB
CCCC
C00100
C01600
C01700
C04500
C03000
C04900
C05800
CCCC
DDDD
EEEE
E00100
E00200
Cash flows from investing activities:
Disposal of available-for-sale financial assets
Disposal of bond investments with no active market
Acquisition of financial assets carried at cost
Acquisition of property, plant and equipment
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
Payment of cash dividends
Increase (decrease) in deposits received
Treasury stock purchased
Increase (decrease) in non-controlling interests
Net cash provided by (used in) financing activities
Effect of exchange rate changes
Increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
46,520
35,715
-
(5,000,206)
1,680
(363)
(44,806)
51,620
43,601
(50,000)
(3,348,791)
8,113
(3,661)
(32,271)
(3,331,389)
225,442
524,402
(1,238,051)
(1,561,000)
(33,678)
-
292,537
(1,790,348)
(11,563)
1,753,788
9,787,827
$11,541,615
(4,961,460)
1,288,134
1,084,751
(1,310,123)
(1,784,000)
(29,106)
(32,885)
-
(783,229)
10,806
1,204,692
11,541,615
$12,746,307
7,717,811 7,688,412
90,561
(55,519)
(814,278)
93,723
(57,162)
(837,885)
6,938,575 6,887,088

(The accompanying notes are an integral part of the consolidated financial statements.)

194

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese ~~English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese~~ Kinsus Interconnect Technology Corp. Kinsus Interconnect Technology Corp. Notes to the Consolidated Financial StatementsNotes to Consolidated Financial Statements (Continued)

(Amounts Expressed in Thousands of New Taiwan Dollars unless Otherwise Specified)

1. HISTORY AND ORGANIZATION

Kinsus Interconnect Technology Corp. (referred to “the Company”) was established on September 11, 2000. Its main business activities include the manufacture of electronic products, the whole-sale and retail-sale of electronic materials, and the consultation services of business operation and management. The Company’s stocks have been governmentally approved on May 20th, 2004 to be listed and traded in Taiwan Stock Exchange starting November 1st, 2004.The registered business premise and main operation address is at 1245, Chung Hua Rd., Hsinwu District, Taoyuan City, Taiwan 32747.

2. DATE AND PROCEDURE OF AUTHORIZATION FOR FINANCIAL STATEMENTS ISSUANCE

The consolidated financial statements of the Company and its subsidiaries (“the Group”) were authorized to be issued in accordance with a resolution of the Board of Directors’meeting held on February 1, 2016.

  1. NEWLY ISSUED OR REVISED STANDARDS AND INTERPRETATIONS

  2. (1) Changes in accounting policies resulting from applying for the first time certain standards and amendments

The Group applied for the first time International Financial Reporting Standards, International Accounting Standards, and Interpretations issued, revised or amended which are recognized by Financial Supervisory Commission (“FSC”) and become effective for annual periods beginning on or after 1 January 2015. The nature and the impact of each new standard and amendment that has a material effect on the Group is described below:

IAS 19 Employee Benefits

The revised IAS 19 brought about the following changes to defined benefit plans which are summarized as below:

  • (a) The interest cost and expected return on plan assets used in the previous version of IAS 19 are replaced with a net-interest amount under the revised IAS 19, which is calculated by applying the discount rate to the net defined benefit liability or asset at the start of each annual reporting period.

195

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

  • (b) In the previous version of IAS 19, past service cost is recognized as an expense immediately to the extent that the benefits are already vested, or on a straight-line basis over the average period until the benefits become vested. Under the revised IAS 19, all past service costs are recognized at the earlier of when the amendment/curtailment occurs or when the related restructuring or termination costs are recognized. Therefore unvested past service cost is no longer deferred over future vesting periods.

  • (c) The revised IAS 19 required more disclosure. Please refer to Note 6.

IFRS 13 Fair Value Measurements

IFRS 13 establishes a single source of guidance under IFRS for all fair value measurements. IFRS 13 does not change when an entity is required to use fair value, but rather provides guidance on how to measure fair value under IFRS. The Group re-assessed its policies for measuring fair values. Application of IFRS 13 has not materially impacted the fair value measurements of the Group.

Additional disclosures where required under IFRS 13, are provided in the individual notes relating to the assets and liabilities whose fair values were determined. Fair value hierarchy is provided in Note 12. According to the transitional provisions of IFRS 13, IFRS 13 is applied prospectively as of 1 January 2015; the disclosure requirements of IFRS 13 need not be applied in comparative information before 1 January 2015.

IAS 1 Presentation of Financial Statements – Presentation of items of other comprehensive income

Beginning 1 January 2014, the Group presented its items of other comprehensive income that will be reclassified to profit or loss separately from items that will not be reclassified in accordance with the amendments to IAS 1. The amendments affect presentation of statement of comprehensive income only and have no impact on the Group’s financial position or performance.

IAS 1 Presentation of Financial Statements – Clarification of the requirement for comparative information

Beginning 1 January 2014, according to the amendments to IAS 1, when an entity applies an accounting policy retrospectively or makes a retrospective restatement of items in it financial statements, or when it reclassifies items in its financial statements, the opening statement of financial position does not have to be accompanied by comparative information in the related notes. The amendments affect notes accompanying the financial statements only and have no impact on the Group’s financial position or performance.

196

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

  • (2) The Company has not applied the following IFRSs issued by the International Accounting Standards Board (“IASB”) but not endorsed by the FSC. As of the date that the consolidated financial statements were authorized for issue, the initial adoption to the following standards and interpretations is still subject to the effective date to be published by the FSC.

  • (a) IAS 36 “Impairment of Assets” (Amendment)

This amendment relates to the amendment issued in May 2011 and requires entities to disclose the recoverable amount of an asset (including goodwill) or a cash-generating unit when an impairment loss has been recognized or reversed during the period. The amendment also requires detailed disclosure of how the fair value less costs of disposal has been measured when an impairment loss has been recognized or reversed, including valuation techniques used, level of fair value hierarchy of assets and key assumptions used in measurement. The amendment is effective for annual periods beginning on or after 1 January 2014.

  • (b) IFRIC 21 “Levies”

This interpretation provides guidance on when to recognize a liability for a levy imposed by a government (both for levies that are accounted for in accordance with IAS 37 Provisions, Contingent Liabilities and Contingent Assets and those where the timing and amount of the levy is certain). The interpretation is effective for annual periods beginning on or after 1 January 2014.

  • (c) IAS 39 “Financial Instruments: Recognition and Measurement” (Amendment)

Under the amendment, there would be no need to discontinue hedge accounting if a hedging derivative was novated, provided certain criteria are met. The interpretation is effective for annual periods beginning on or after 1 January 2014.

  • (d) IAS 19 “Employee Benefits” (Defined benefit plans: employee contributions)

The amendments apply to contributions from employees or third parties to defined benefit plans. The objective of the amendments is to provide a policy choice for a simplified accounting for contributions that are independent of the number of years of employee service, for example, employee contributions that are calculated according to a fixed percentage of salary. The amendment is effective for annual periods beginning on or after 1 July 2014.

197

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

  • (e) Improvements to International Financial Reporting Standards (2010-2012 cycle):

IFRS 2 “Share-based Payment”

The annual improvements amend the definitions of 'vesting condition' and 'market condition' and add definitions for 'performance condition' and 'service condition' (which were previously part of the definition of 'vesting condition'). The amendment prospectively applies to share-based payment transactions for which the grant date is on or after 1 July 2014.

IFRS 3 “Business Combinations”

The amendments include: (1) deleting the reference to "other applicable IFRSs" in the classification requirements; (2) deleting the reference to "IAS 37 Provisions, Contingent Liabilities and Contingent Assets or other IFRSs as appropriate", other contingent consideration that is not within the scope of IFRS 9 shall be measured at fair value at each reporting date and changes in fair value shall be recognized in profit or loss; (3) amending the classification requirements of IFRS 9 Financial Instruments to clarify that contingent consideration that is a financial asset or financial liability can only be measured at fair value, with changes in fair value being presented in profit or loss depending on the requirements of IFRS 9. The amendments apply prospectively to business combinations for which the acquisition date is on or after 1 July 2014.

IFRS 8 “Operating Segments”

The amendments require an entity to disclose the judgements made by management in applying the aggregation criteria to operating segments. The amendments also clarify that an entity shall only provide reconciliations of the total of the reportable segments' assets to the entity's assets if the segment assets are reported regularly. The amendment is effective for annual periods beginning on or after 1 July 2014.

IFRS 13 “Fair Value Measurement”

The amendment to the Basis for Conclusions of IFRS 13 clarifies that when deleting paragraph B5.4.12 of IFRS 9 Financial Instruments and paragraph AG79 of IAS 39 Financial Instruments: Recognition and Measurement as consequential amendments from IFRS 13 Fair Value Measurement, the IASB did not intend to change the measurement requirements for short-term receivables and payables.

198

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

IAS 16 “Property, Plant and Equipment”

The amendment clarifies that when an item of property, plant and equipment is revalued, the accumulated depreciation at the date of revaluation is adjusted to equal the difference between the gross carrying amount and the carrying amount of the asset. The amendment is effective for annual periods beginning on or after 1 July 2014.

IAS 24 “Related Party Disclosures”

The amendment clarifies that an entity providing key management personnel services to the reporting entity or to the parent of the reporting entity is a related party of the reporting entity. The amendment is effective for annual periods beginning on or after 1 July 2014.

IAS 38 “Intangible Assets”

The amendment clarifies that when an intangible asset is revalued, the accumulated amortization at the date of revaluation is adjusted to equal the difference between the gross carrying amount and the carrying amount of the asset. The amendment is effective for annual periods beginning on or after 1 July 2014.

  • (f) Improvements to International Financial Reporting Standards (2011-2013 cycle):

IFRS 1 “First-time Adoption of International Financial Reporting Standards”

The amendment clarifies that an entity, in its first IFRS financial statements, has the choice between applying an existing and currently effective IFRS or applying early a new or revised IFRS that is not yet mandatorily effective, provided that the new or revised IFRS permits early application.

IFRS 3 “Business Combinations”

This amendment clarifies that paragraph 2(a) of IFRS 3 Business Combinations excludes the formation of all types of joint arrangements as defined in IFRS 11 Joint Arrangements from the scope of IFRS 3; and the scope exception only applies to the financial statements of the joint venture or the joint operation itself. The amendment is effective for annual periods beginning on or after 1 July 2014.

199

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

IFRS 13 “Fair Value Measurement”

The amendment clarifies that paragraph 52 of IFRS 13 includes a scope exception for measuring the fair value of a group of financial assets and financial liabilities on a net basis. The objective of this amendment is to clarify that this portfolio exception applies to all contracts within the scope of IAS 39 Financial Instruments: Recognition and Measurement or IFRS 9 Financial Instruments, regardless of whether they meet the definitions of financial assets or financial liabilities as defined in IAS 32 Financial Instruments: Presentation. The amendment is effective for annual periods beginning on or after 1 July 2014.

IAS 40 “Investment Property”

The amendment clarifies the interrelationship of IFRS 3 and IAS 40 when classifying property as investment property or owner-occupied property; in determining whether a specific transaction meets the definition of both a business combination as defined in IFRS 3 Business Combinations and investment property as defined in IAS 40 Investment Property, separate application of both standards independently of each other is required. The amendment is effective for annual periods beginning on or after 1 July 2014.

  • (g) IFRS 14 “Regulatory Deferral Accounts”

IFRS 14 permits first-time adopters to continue to recognize amounts related to rate regulation in accordance with their previous GAAP requirements when they adopt IFRS. However, to enhance comparability with entities that already apply IFRS and do not recognize such amounts, the Standard requires that the effect of rate regulation must be presented separately from other items. IFRS 14 is effective for annual periods beginning on or after 1 January 2016.

  • (h) IFRS 11 “Joint Arrangements” (Accounting for Acquisitions of Interests in Joint Operations)

The amendments provide new guidance on how to account for the acquisition of an interest in a joint operation that constitutes a business. The amendments require the entity to apply all of the principles on business combinations accounting in IFRS 3 “Business Combinations”, and other IFRS (that do not con flict with the guidance in IFRS 11), to the extent of its share in a joint operation acquired. The amendment also requires certain disclosure. The amendment is effective for annual periods beginning on or after 1 January 2016.

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  • (i) IAS 16“Property, Plant and Equipment and IAS 38 “Intangible Assets” — Clarification of Acceptable Methods of Depreciation and Amortization

The amendment clarified that the use of revenue-based methods to calculate depreciation of an asset is not appropriate because revenue generated by an activity that includes the use of an asset generally reflects factors other than the consumption of the economic benefits embodied in the asset, such as selling activities and change in sales volumes or prices. The amendment also clarified that revenue is generally presumed to be an inappropriate basis for measuring the consumption of the economic benefits embodied in an intangible asset. This presumption, however, can be rebutted in certain limited circumstances. The amendment is effective for annual periods beginning on or after 1 January 2016.

  • (j) IFRS 15 “Revenue from Contracts with Customers”

The core principle of the new Standard is for companies to recognize revenue to depict the transfer of promised goods or services to customers in amounts that reflect the consideration to which the Company expects to be entitled in exchange for those goods or services. An entity recognises revenue in accordance with that core principle by applying the following steps:

Step 1: Identify the contract(s) with a customer Step 2: Identify the performance obligations in the contract Step 3: Determine the transaction price Step 4: Allocate the transaction price to the performance obligations in the contract Step 5: Recognise revenue when (or as) the entity satisfies a performance obligation

The new Standard includes a cohesive set of disclosure requirements that would result in an entity providing users of financial statements with comprehensive information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity's contracts with customers. The Standard is effective for annual periods beginning on or after 1 January 2018.

  • (k) IAS 16 “Property, Plant and Equipment and IAS 41 “Agriculture” - Bearer Plants

The IASB decided that bearer plants should be accounted for in the same way as property, plant and equipment in IAS 16 Property, Plant and Equipment, because their operation is similar to that of manufacturing. Consequently, the amendments include them within the scope of IAS 16, and the produce growing on bearer plants will remain within the scope of IAS 41. The amendment is effective for annual period beginning on or after 1 January 2016.

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  • (l) IFRS 9 “Financial Instruments”

The IASB has issued the final version of IFRS 9, which combines classification and measurement, the expected credit loss impairment model and hedge accounting. The standard will replace IAS 39 Financial Instruments: Recognition and Measurement and all previous versions of IFRS 9 Financial Instruments (which include standards issued on classification and measurement of financial assets and liabilities and hedge accounting).

Classification and measurement: Financial assets are measured at amortized cost, fair value through profit or loss, or fair value through other comprehensive income, based on both the entity’s business model for managing the financial assets and the financial asset’s contractual cash flow characteristics. Financial liabilities are measured at amortized cost or fair value through profit or loss. Furthermore there is requirement that ‘own credit risk’ adjustments are not recognized in profit or loss.

Impairment: Expected credit loss model is used to evaluate impairment. Entities are required to recognize either 12-month or lifetime expected credit losses, depending on whether there has been a significant increase in credit risk since initial recognition.

Hedge accounting: Hedge accounting is more closely aligned with risk management activities and hedge effectiveness is measured based on the hedge ratio.

The new standard is effective for annual periods beginning on or after 1 January 2018.

  • (m) IAS 27 “Separate Financial Statements” — Equity Method in Separate Financial Statements

The IASB restored the option to use the equity method under IAS 28 for an entity to account for investments in subsidiaries and associates in the entity’s separate financial statements. In 2003, the equity method was removed from the options. This amendment removes the only difference between the separate financial statements prepared in accordance with IFRS and those prepared in accordance with the local regulations in certain jurisdictions.

The amendment is effective for annual periods beginning on or after 1 January 2016.

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  • (n) IFRS 10 “Consolidated Financial Statements” and IAS 28“Investments in Associates and Joint Ventures” — Sale or Contribution of Assets between an Investor and its Associate or Joint Ventures

The amendments address the inconsistency between the requirements in IFRS 10 Consolidated Financial Statements and IAS 28 Investments in Associates and Joint Ventures, in dealing with the loss of control of a subsidiary that is contributed to an associate or a joint venture. IAS 28 restricts gains and losses arising from contributions of non-monetary assets to an associate or a joint venture to the extent of the interest attributable to the other equity holders in the associate or joint ventures. IFRS 10 requires full profit or loss recognition on the loss of control of the subsidiary. IAS 28 was amended so that the gain or loss resulting from the sale or contribution of assets that constitute a business as defined in IFRS 3 between an investor and its associate or joint venture is recognized in full.

IFRS 10 was also amended so that the gains or loss resulting from the sale or contribution of a subsidiary that does not constitute a business as defined in IFRS 3 between an investor and its associate or joint venture is recognized only to the extent of the unrelated investors’ interests in the associate or joint venture.

The amendment is effective for annual periods beginning on or after 1 January 2016.

  • (o) Improvements to International Financial Reporting Standards (2012-2014 cycle):

IFRS 5 “Non-current Assets Held for Sale and Discontinued Operations”

The amendment clarifies that a change of disposal method of assets (or disposal groups) from disposal through sale or through distribution to owners (or vice versa) should not be considered to be a new plan of disposal, rather it is a continuation of the original plan. The amendment also requires identical accounting treatment for an asset (or disposal group) that ceases to be classified as held for sale or as held for distribution to owners. The amendment is effective for annual periods beginning on or after 1 January 2016.

IFRS 7 “Financial Instruments: Disclosures”

The amendment clarifies that a servicing contract that includes a fee can constitute continuing involvement in a financial asset and therefore the disclosures for any continuing involvement in a transferred asset that is derecognized in its entirety under IFRS 7 Financial Instruments: Disclosures is required. The amendment also clarifies that whether the IFRS 7 disclosure related to the offsetting of financial assets and financial liabilities are required to be included in the condensed interim financial report would

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depend on the requirements under IAS 34 Interim Financial Reporting. The amendment is effective for annual periods beginning on or after 1 January 2016.

IAS 19 “Employee Benefits”

The amendment clarifies the requirement under IAS 19.83, that market depth of high quality corporate bonds is assessed based on the currency in which the obligation is denominated, rather than the country where the obligation is located. The amendment is effective for annual periods beginning on or after 1 January 2016.

IAS 34 “Interim Financial Reporting”

The amendment clarifies what is meant by “elsewhere in the interim financial report” under IAS 34; the amendment states that the required interim disclosures must either be in the interim financial statements or incorporated by cross-reference between the interim financial statements and wherever they are included within the greater interim financial report. The other information within the interim financial report must be available to users on the same terms as the interim financial statements and at the same time. The amendment is effective for annual periods beginning on or after 1 January 2016.

(p) IAS 1 “Presentation of Financial Statements” (Amendment):

The amendments contain (1) clarifying that an entity must not reduce the understandability of its financial statements by obscuring material information with immaterial information or by aggregating material items that have different natures or functions. The amendments reemphasize that, when a standard requires a specific disclosure, the information must be assessed to determine whether it is material and, consequently, whether presentation or disclosure of that information is warranted, (2) clarifying that specific line items in the statement(s) of profit or loss and OCI and the statement of financial position may be disaggregated, and how an entity shall present additional subtotals, (3) clarifying that entities have flexibility as to the order in which they present the notes to financial statements, but also emphasize that understandability and comparability should be considered by an entity when deciding on that order, (4) removing the examples of the income taxes accounting policy and the foreign currency accounting policy, as these were considered unhelpful in illustrating what significant accounting policies could be, and (5) clarifying that the share of OCI of associates and joint ventures accounted for using the equity method must be presented in aggregate as a single line item, classified between those items that will or will not be subsequently reclassified to profit or loss. The amendment is effective for annual periods beginning on

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  • (q) IFRS 10 “Consolidated Financial Statements”, IFRS 12 “Disclosure of Interests in Other Entities”, and IAS 28“Investments in Associates and Joint Ventures” — Investment Entities: Applying the Consolidation Exception

The amendments contain (1) clarifying that the exemption from presenting consolidated financial statements applies to a parent entity that is a subsidiary of an investment entity when the investment entity measures all of its subsidiary at fair value, (2) clarifying that only a subsidiary that is not an investment entity itself and provides support services to the investment entity is consolidated when all other subsidiaries of an investment entity are measured at fair value, and (3) allowing the investor, when applying the equity method, to retain the fair value measurement applied by the investment entity associate or joint venture to its interests in subsidiaries. The amendment is effective for annual periods beginning on or after 1 January 2016.

The abovementioned standards and interpretations issued by IASB have not yet recognized by FSC at the date of issuance of the Group’s financial statements, the local effective dates are to be determined by FSC. As the Group is still currently determining the potential impact of the standards and interpretations listed under (10) and (12), it is not practicable to estimate their impact on the Group at this point in time. All other standards and interpretations have no material impact on the Group.

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(1)Statement of compliance

The consolidated financial statements for the year ended December 31, 2015 and 2014 have been prepared in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Accounting Standard 34, “Interim Financial Reporting,” by the FSC of the Republic of China.

(2)Basis of preparation

The consolidated financial statements have been prepared on a historical cost basis, except for financial instruments that have been measured at fair value. The consolidated financial statements are presented in thousands of New Taiwan Dollars (“NT$”) unless otherwise specified.

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  • (3)Basis of consolidation

Preparation principle of consolidated financial statements

Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee if and only if the Group has:

  • (a) power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee)

  • (b) exposure, or rights, to variable returns from its involvement with the investee, and

  • (c) the ability to use its power over the investee to affect its returns

When the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including:

  • (a) the contractual arrangement with the other vote holders of the investee

  • (b) rights arising from other contractual arrangements

  • (c) the Group’s voting rights and potential voting rights

The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control.

Subsidiaries are fully consolidated from the acquisition date, being the date on which the Group obtains control, and continue to be consolidated until the date that such control ceases. The financial statements of the subsidiaries are prepared for the same reporting period as the parent company, using uniform accounting policies. All intra-group balances, income and expenses, unrealized gains and losses and dividends resulting from intra-group transactions are eliminated in full.

A change in the ownership interest of a subsidiary, without a change of control, is accounted for as an equity transaction.

Total comprehensive income of the subsidiaries is attributed to the owners of the parent and to the NCIs even if this results in a deficit balance of the NCIs.

If the Group loses control of a subsidiary, it:

  • (a) derecognizes the assets (including goodwill) and liabilities of the subsidiary;

  • (b) derecognizes the carrying amount of any non-controlling interest;

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  • (c) recognizes the fair value of the consideration received;

  • (d) recognizes the fair value of any investment retained;

  • (e) recognizes any surplus or deficit in profit or loss; and

  • (f) reclassifies the parent’s share of components previously recognized in other comprehensive income to profit or loss.

The consolidated entities are listed as follows:

Investor
Subsidiary
Main businesses
The Company
KINSUS CORP.
(USA)
Designing
substrates,
formulating
marketing strategy
analysis,
developing new
customers,
researching and
development new
product technology
The Company
KINSUS HOLDING
(SAMOA)
LIMITED
Investing activities
The Company
KINSUS
INVESTMENT
CO., LTD.
Investing activities
KINSUS HOLDING
(SAMOA)
LIMITED
KINSUS HOLDING
(CAYMAN)
LIMITED
Investing activities
KINSUS HOLDING
(SAMOA)
LIMITED
PIOTEK
HOLDINGS LTD.
(CAYMAN)
Investing activities
KINSUS
INVESTMENT
CO., LTD.
PEGAVISION
CORPORATION
Manufacture of
medical equipment
Percentage of Ownership (%)
As of December 31,
Percentage of Ownership (%)
As of December 31,
2015
100.00%
100.00%
100.00%
100.00%
51.00%
36.81%
(Note)
2014
100.00%
100.00%
100.00%
100.00%
51.00%
36.81%
(Note)

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KINSUS HOLDING KINSUS Manufacturing and 100.00% 100.00%
(CAYMAN) INTERCONNECT selling printed
LIMITED TECHNOLOGY circuit board (PCB)
SUZHOU CORP. (not high-density
fine-line)
KINSUS HOLDING XIANG-SHOU Trading of PCB 100.00% 100.00%
(CAYMAN) (SUZHOU) related products
LIMITED TRADING and materials (not
LIMITED high-density
fine-line)
PIOTEK PIOTEK HOLDING Investing activities 100.00% 100.00%
HOLDINGS LTD. LIMITED
(CAYMAN)
PIOTEK HOLDING PIOTEK Researching, 100.00% 100.00%
LIMITED COMPUTER developing,
(SUZHOU) CO., producing and
LTD. selling electronic
components, PCBs
and related
products and
providing
after-sale services
PIOTEK HOLDING PIOTEK (H.K.) Trading activities 100.00% 100.00%
LIMITED TRADING
LIMITED
PEGAVISION PEGAVISION Investing activities 100.00% 100.00%
CORPORATION HOLDINGS
CORPORATION
PEGAVISION PEGAVISION Selling medical 100.00% -%
CORPORATION JAPAN INC. equipment (Note1) (Note1)
PEGAVISION PEGAVISION Selling medical 100.00% 100.00%
HOLDINGS CONTACT equipment
CORPORATION LENSES
(SHANGHAI)
CORPORATION

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  • Note:The Group owned 36.81% of ownership of Pegavision Corporation as of December 31, 2015 and 2014. The management decide to include Pegavision Corporation as a consolidated entity because the Group, in substance, possess the control over this entity.

Note1: Pegavision Corporation has increased its investment in PEGAVISION JAPAN INC. in amount of JP$9,900 thousand on April 28, 2015.

(4)Foreign currency transactions

The Group’s consolidated financial statements are presented in New Taiwan Dollar, which is the parent company’s functional currency. Each entity in the Group determines its own functional currency and items included in the financial statements of each entity are measured using that functional currency.

Transactions in foreign currencies are initially recorded by the Group entities at their respective functional currency rates prevailing at the date of the transaction. At the reporting date, monetary items denominated in foreign currencies are retranslated at the prevailing functional currency closing rate of exchange; non-monetary items measured at fair value in a foreign currency are retranslated using the exchange rates at the date when the fair value is determined; and non-monetary items measured at historical cost in a foreign currency are translated using the exchange rates as at the dates of the initial transactions.

All exchange differences arising from the settlement or translation of monetary items are taken to profit or loss in the period in which they arise, except for the following:

  • A. Exchange differences arising from foreign currency borrowings for an acquisition of a qualifying asset to the extent that they are regarded as an adjustment to interest costs are included in the borrowing costs that are eligible for capitalization.

  • B. Foreign currency items within the scope of IAS 39 “Financial Instruments: Recognition and Measurement” are accounted for based on the accounting policy for financial instruments.

  • C. Exchange differences arising on a monetary item that forms part of a reporting entity’s net investment in a foreign operation is recognized initially in other comprehensive income and reclassified from equity to profit or loss on disposal of the net investment.

When a gain or loss on a non-monetary item is recognized in other comprehensive income, any exchange component of that gain or loss is recognized in other comprehensive income. When a gain or loss on a non-monetary item is recognized in profit or loss, any exchange component of that gain or loss is recognized in profit or loss.

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(5)Foreign currency transactions and translation of financial statements in foreign currency

The assets and liabilities of foreign operations are translated into New Taiwan dollar at the closing rate of exchange prevailing at the balance sheet date and their income and expenses are translated at an average rate for the period. The exchange differences arising on the translation are recognized in other comprehensive income under exchange differences on translation of foreign operations. On disposal of the foreign operation, cumulative amount of the exchange differences recognized in other comprehensive income under separate component of equity is reclassified from equity to profit or loss when recognizing the disposal gain/loss.

On the partial disposal of a subsidiary that includes a foreign operation that does not result in a loss of control, the proportionate share of the cumulative amount of the exchange differences recognized in other comprehensive income is re-attributed to the NCIs in that foreign operation, instead of recognized in profit or loss. In partial disposal of an associate or jointly controlled entity that includes a foreign operation that does not result in a loss of significant influence or joint control, only the proportionate share of the cumulative amount of the exchange differences recognized in other comprehensive income is reclassified to profit or loss.

Any goodwill and fair value adjustments to the carrying amounts of assets and liabilities arising on the acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and expressed in its functional currency.

(6)Current and non-current distinction for assets and liabilities

An asset is classified as current when:

  • (a) The Group expects to realize the asset, or intends to sell or consume it, in its normal operating cycle

  • (b) The Group holds the asset primarily for the purpose of trading

  • (c) The Group expects to realize the asset within twelve months after the reporting period

  • (d) The asset is cash or cash equivalent, unless the asset is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.

All other assets are classified as non-current.

A liability is classified as current when:

  • (a) The Group expects to settle the liability in its normal operating cycle

  • (b) The Group holds the liability primarily for the purpose of trading

  • (c) The liability is due to be settled within twelve months after the reporting period

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  • (d) The Group does not have an unconditional right to defer settlement of the liability for at least twelve months after the reporting period. 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.

All other liabilities are classified as non-current.

  • (7)Cash and cash equivalents

Cash and cash equivalents comprise cash on hand, demand deposits and short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value (including fixed-term deposits that have maturities equal to or less than three months from the date of acquisition).

(8)Financial instruments

Financial assets and financial liabilities are recognized when the Group becomes a party to the contractual provisions of the instrument.

Financial assets and financial liabilities within the scope of IAS 39 “Financial Instruments: Recognition and Measurement” are recognized initially at fair value plus or minus, in the case of financial assets and financial liabilities not at fair value through profit or loss, directly attributable transaction costs.

  • A. Financial assets

The Group accounts for regular way purchase or sales of financial assets on the settlement date basis.

Financial assets of the Group are classified as financial assets at fair value through profit or loss, available-for-sale financial assets, and loans and receivables. The Group determines the classification of its financial assets at initial recognition based on their natures and purposes.

Financial assets at fair value through profit or loss

Financial assets at fair value through profit or loss include financial assets held for trading and financial assets designated upon initial recognition at fair value through profit or loss.

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A financial asset is classified as held for trading if:

  • (a) it is acquired principally for the purpose of selling in short term;

  • (b) on initial recognition it is part of a portfolio of identified financial instruments that are managed together and for which there is evidence of a recent actual pattern of short-term profit-taking; or

  • (c) it is a derivative (except for a derivative that is a financial guarantee contract or a designated and effective hedging instrument).

If a contract contains one or more embedded derivatives, the entire hybrid (combined) contract may be designated as a financial asset at fair value through profit or loss; or a financial asset may be designated as at fair value through profit or loss when doing so results in more relevant information, because either:

  • (a) it eliminates or significantly reduces measurement or recognition inconsistency; or

  • (b) a group of financial assets, financial liabilities or both is managed and its performance is evaluated on a fair value basis, in accordance with a documented risk management or investment strategy, and information about the group is provided internally on that basis to the key management personnel.

Financial assets at fair value through profit or loss are measured at fair value with changes in fair value recognized in profit or loss. Dividends or interests on financial assets at fair value through profit or loss are recognized in profit or loss (including those received during the period of initial investment).

If financial assets do not have quoted prices in an active market and their far value cannot be reliably measured, then they are classified as financial assets measured at cost on balance sheet and carried at cost net of accumulated impairment losses, if any, as at the reporting date.

Available-for-sale financial assets

Available-for-sale financial assets are non-derivative financial assets that are designated as available-for-sale or those not classified as financial assets at fair value through profit or loss, held-to-maturity investments, or loans and receivables.

Foreign exchange gains and losses and interest calculated using the effective interest method relating to monetary available-for-sale financial assets, or dividends on an available-for-sale equity instrument, are recognized in profit or loss. Subsequent measurement of available-for-sale financial assets at fair value is recognized in equity

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until the investment is derecognized, at which time the cumulative gain or loss is reclassified to profit or loss.

If equity instrument investments do not have quoted prices in an active market and their far value cannot be reliably measured, then they are classified as financial assets measured at cost on balance sheet and carried at cost net of accumulated impairment losses, if any, as at the reporting date.

Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market, other than those that the Group classifies as at fair value through profit or loss, upon initial recognition designates as available-for-sale, or those for which the holder may not recover substantially all of its initial investment due to credit worsening.

Loans and receivables are separately presented on the balance sheet as receivables or bond investments with no active market. After initial measurement, such financial assets are subsequently measured at amortized cost using the effective interest rate method, less impairment. Amortized cost is calculated by taking into account any discount or premium on acquisition and fee or transaction costs. The effective interest method amortization is recognized in profit or loss.

Impairment of financial assets

The Group assesses at each reporting date whether there is any objective evidence that a financial asset other than the financial assets at fair value through profit or loss is impaired. A financial asset is deemed to be impaired if, and only if, there is objective evidence of impairment as a result of one or more loss events that has occurred after the initial recognition of the asset and that loss event has an impact on the estimated future cash flows of the financial asset. The carrying amount of the financial asset is reduced through the use of an allowance account and the amount of the loss is recognized in profit or loss.

A significant or prolonged decline in the fair value of an available-for-sale equity instrument below its cost is considered a loss event.

Other loss events include:

  • (a) significant financial difficulty of the issuer or obligor; or

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

or

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  • (c) it becoming probable that the borrower will enter bankruptcy or other financial reorganisation; or

  • (d) the disappearance of an active market for that financial asset due to financial difficulties of the issuer.

For held-to-maturity financial assets and loans and receivables measured at amortized cost, the Group first assesses individually whether objective evidence of impairment exists individually for financial asset that are individually significant, or collectively for financial assets that are not individually significant. If the Group determines that no objective evidence of impairment exits for an individually assessed financial asset, whether significant or not, it includes the asset in a group of financial assets with similar credit risk characteristics and collectively assesses them for impairment. If there is objective evidence that an impairment loss has been incurred, the amount of the loss is measured as the difference between the assets carrying amount and the present value of estimated future cash flows. The present value of the estimated future cash flows is discounted at the financial assets original effective interest rate. If a loan has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate. Interest income is accrued based on the reduced carrying amount of the asset, using the rate of interest used to discount the future cash flows for the purpose of measuring the impairment loss.

Receivables together with the associated allowance are written off when there is no realistic prospect of future recovery. If, in a subsequent year, the amount of the estimated impairment loss increases or decreases because of an event occurring after the impairment was recognized, the previously recognized impairment loss is increased or reduced by adjusting the allowance account. If a write-off is later recovered, the recovery is credited to profit or loss.

In the case of equity investments classified as available-for-sale, where there is evidence of impairment, the amount recorded for impairment is the cumulative loss measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that investment previously recognized in profit or loss. The impairment amount is reclassified from equity to profit or loss. Impairment losses on equity investments are not reversed through profit or loss. Increases in their fair value after impairment are recognized directly in equity.

In the case of debt instruments classified as available-for-sale, the amount recorded for impairment is the cumulative loss measured as the difference between the amortized cost and the current fair value, less any impairment loss on that investment previously recognized in profit or loss. Future interest income is based on the reduced carrying amount of assets and calculated using the effective interest rate which is the discount rate

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for measuring impairment loss. Interest income is recognized in profit or loss. If, in a subsequent year, the fair value of a debt instrument increases and the increase can be objectively related to an event occurring after the impairment loss was recognized in profit or loss, the impairment loss is reversed through profit or loss.

Derecognition of financial assets

A financial asset is derecognized when:

  • (a) The rights to receive cash flows from the asset have expired

  • (b) The Group has transferred the asset and substantially all the risks and rewards of the asset have been transferred

  • (c) The Group has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

On derecognition of a financial asset in its entirety, the difference between the carrying amount and the consideration received or receivable including any cumulative gain or loss that had been recognized in other comprehensive income is recognized in profit or loss.

  • B. Financial liabilities and equity instruments

Classification between liabilities or equity

The Group classifies the instrument issued as a financial liability or an equity instrument in accordance with the substance of the contractual arrangement and the definitions of a financial liability and an equity instrument.

Equity instruments

An equity instrument is any contract of the Group that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Group are recognized at the proceeds received, net of direct issue costs.

Financial liabilities

Financial liabilities within the scope of IAS 39 “Financial Instruments: Recognition and Measurement” are classified as financial liabilities at fair value through profit or loss or financial liabilities measured at amortized cost upon initial recognition.

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Financial liabilities at fair value through profit or loss

Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit or loss.

A financial liability is classified as held for trading if:

  • (a) it is acquired principally for the purpose of selling it in short term;

  • (b) on initial recognition it is part of a portfolio of identified financial instruments that are managed together and for which there is evidence of a recent actual pattern of short-term profit-taking; or

  • (c) it is a derivative (except for a derivative that is a financial guarantee contract or a designated and effective hedging instrument).

If a contract contains one or more embedded derivatives, the entire hybrid (combined) contract may be designated as a financial liability at fair value through profit or loss; or a financial liability may be designated upon initial recognition as at fair value through profit or loss when doing so results in more relevant information, because either:

  • (a) it eliminates or significantly reduces measurement or recognition inconsistency; or

  • (b) a group of financial assets, financial liabilities or both is managed and its performance is evaluated on a fair value basis, in accordance with a documented risk management or investment strategy, and information about the group is provided internally on that basis to the key management personnel.

Gains or losses from subsequent measurement on liabilities at fair value through profit or loss, including interests, are recognized in profit or loss.

If the financial liabilities at fair value through profit or loss do not have quoted prices in an active market and their far value cannot be reliably measured, then they are classified as financial liabilities measured at cost on balance sheet and carried at cost as at the reporting date.

Financial liabilities at amortized cost

Financial liabilities measured at amortized cost include payables and borrowings that are subsequently measured using the effective interest rate method after initial recognition. Relevant gains or losses and amortization amounts are recognized in profit or loss when the liabilities are derecognized and amortized through the effective interest rate method.

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Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or transaction costs.

Derecognition of financial liabilities

A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires.

When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified (whether or not attributable to the financial difficulty of the debtor), such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss.

(9)Fair value measurement

Fair value is 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 fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

(a)In the principal market for the asset or liability, or

(b)In the absence of a principal market, in the most advantageous market for the asset or liability

The principal or the most advantageous market must be accessible to by the Group.

The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants in their economic best interest.

A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.

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(10)Inventories

Inventories are valued at lower of cost or net realizable value item by item.

Costs incurred in bringing each inventory to its present location and conditions are accounted for as follows:

Raw materials - At actual purchase cost, using weighted average method

Finished goods and work in progress - Including cost of direct materials and labor and a proportion of manufacturing overheads based on normal operating capacity, using weighted average method.

Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and the estimated costs necessary to make the sale.

(11)Property, plant and equipment

Property, plant and equipment are stated at cost, net of accumulated depreciation and accumulated impairment losses, if any. Such cost includes the cost of dismantling and removing the item and restoring the site on which it is located and borrowing costs for construction in progress if the recognition criteria are met. Each part of an item of property, plant and equipment with a cost that is significant in relation to the total cost of the item is depreciated separately. When significant parts of property, plant and equipment are required to be replaced in intervals, the Group recognized such parts as individual assets with specific useful lives and depreciation, respectively. The carrying amount of those parts that are replaced is derecognized in accordance with the derecognition provisions of IAS 16 “Property, plant and equipment”. When a major inspection is performed, its cost is recognized in the carrying amount of the plant and equipment as a replacement if the recognition criteria are satisfied. All other repair and maintenance costs are recognized in profit or loss as incurred.

Depreciation is calculated on a straight-line basis over the estimated economic lives of the following assets:

Buildings 10 to 25 years
Machinery 5 to 10 years
Transportation 2 to 6 years
Office equipment 3 to 6 years
Other equipment 3 to 25 years

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An item of property, plant and equipment or any significant part initially recognized is derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset is recognized in profit or loss.

The property, plant and equipment’s residual values, useful lives and methods of depreciation are reviewed at each financial year. If the expected values differ from the estimates, the differences are recorded as a change in accounting estimate.

(12)Leasing

Group as a lessee

Finance leases which transfer to the Group substantially all the risks and benefits incidental to ownership of the leased item, are capitalized at the commencement of the lease at the fair value of the leased item or, if lower, at the present value of the minimum lease payments. Lease payments are apportioned between finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability.

A leased asset is depreciated over the useful life of the asset. However, if there is no reasonable certainty that the Group will obtain ownership by the end of the lease term, the asset is depreciated over the shorter of the estimated useful life of the asset and the lease term.

Operating lease payments are recognized as an expense on a straight-line basis over the lease term.

Group as a lessor

Leases in which the Group does not transfer substantially all the risks and benefits of ownership of the asset are classified as operating leases. Initial direct costs incurred in negotiating an operating lease are added to the carrying amount of the leased asset and recognized over the lease term on the same basis as rental income. Rental incomes under operating lease are recognized on a straight-line basis over the lease term. Contingent rents are recognized as revenue in the period in which they are earned.

(13)Intangible assets

Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business combination is its fair value as at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortization and accumulated impairment losses, if any. Internally generated intangible assets, not meeting the recognition criteria, are not capitalized and expenditure is

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reflected in profit or loss for the year in which the expenditure is incurred.

The useful lives of intangible assets are assessed as either finite or indefinite.

Intangible assets with finite lives are amortized over the useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortization period and the amortization method for an intangible asset with a finite useful life are reviewed at least at the end of each financial year. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are accounted for by changing the amortization period or method, as appropriate, and are treated as changes in accounting estimates.

Intangible assets with indefinite useful lives are not amortized, but are tested for impairment annually, either individually or at the cash-generating unit (CGU) level. The assessment of indefinite life is reviewed annually to determine whether the indefinite life continues to be supportable. If not, the change in useful life from indefinite to finite is made on a prospective basis.

Gains or losses arising from derecognition of an intangible asset are recognized in profit or loss.

The Group’s accounting policies for intangible assets are as follows:

Cost of Computer Software Useful economic life 1 to 5 years Amortization method Straight-line method during the contract term Internally generated or acquired externally Acquired externally

(14)Impairment of non-financial assets

The Group assesses at the end of each reporting period whether there is any indication that an asset in the scope of IAS 36 “Impairment of Assets” may be impaired. If any such indication exists, or when annual impairment testing for an asset is required, the Group would conduct impairment tests at individual or CGU level. Where the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired. An asset’s recoverable amount is the higher of an asset’s net fair value or its value in use.

For assets excluding goodwill, an assessment is made at each reporting date as to whether there is any indication that previously recognized impairment losses may no longer exist or may have decreased. If such indication exists, the Group estimates the recoverable amount of the asset or CGU. A previously recognized impairment loss is reversed only if there has been

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an increase in the estimated service potential of an asset which in turn increases the recoverable amount. However, the reversal is limited so that the carrying amount of the asset does not exceed the carrying amount that would have been determined, net of depreciation or amortization, had no impairment loss been recognized for the asset in prior years.

Impairment loss or reversals of continuing operations are recognized in profit or loss.

(15)Provisions

Provisions are recognized when the Group has a present obligation (legal or constructive) as a result of a past event and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Where the Group expects some or all of a provision to be reimbursed, the reimbursement is recognized as a separate asset but only when the reimbursement is virtually certain. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognized as a finance cost.

Provisions for sales returns and allowances

The Group estimates provisions for sales returns and allowances based on past experience and other known factors.

(16)Treasury Stock

The Company’s own equity instruments repurchased (treasury shares) are recognized at repurchase cost and deducted from equity. Any difference between the carrying amountand the consideration is recognized in equity.

(17)Revenue recognition

Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured at the fair value of the consideration received or receivable. Conditions and methods for the recognition of various types of revenue are listed below:

Sale of goods

Revenue from the sale of goods is recognized when all the following conditions have been satisfied: significant risks and rewards of ownership of the goods have passed to the buyer;

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neither continuing managerial involvement nor effective control over the goods sold have been retained; the amount of revenue can be measured reliably; it is probable that the economic benefits associated with the transaction will flow to the entity; and the costs incurred in respect of the transaction can be measured reliably.

Customer Loyalty Program

When the fair value of award credits is measured based on the value of the awards for which they could be redeemed, the amount of discounts or incentives otherwise granted to customers not participating in the award credit scheme is to be taken into account.

Interest income

Interest incomes from financial assets at amortized costs (including loans and receivables and held-to-maturity financial assets) and available-for-sale financial assets are estimated using the effective interest method and recognized in profit or loss.

Dividend income

Dividend incomes are recognized only when the Group has the right to receive the dividends.

(18)Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalized as part of the cost of the respective assets. All other borrowing costs are expensed in the period they occur. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds.

(19)Post-employment benefits

All regular employees of the Company and its domestic subsidiaries are entitled to a pension plan that is managed by an independently administered pension fund committee. Fund assets are deposited under the committee’s name in the specific bank account and hence, not associated with the Company and its domestic subsidiaries. Therefore, fund assets are not included in the Group’s consolidated financial statements. Pension benefits for employees of the overseas subsidiaries and the branches are provided in accordance with the respective local regulations.

For the defined contribution plan, the Company and its domestic subsidiaries will make a monthly contribution of no less than 6% of the monthly wages of the employees subject to the

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plan. The Company recognizes expenses for the defined contribution plan in the period in which the contribution becomes due. Overseas subsidiaries and branches make contribution to the plan based on the requirements of local regulations and the contribution is expensed as incurred.

Post-employment benefit plan that is classified as a defined benefit plan uses the Projected Unit Credit Method to measure its obligations and costs based on actuarial assumptions. Re-measurements, comprising of the effect of the actuarial gains and losses, the effect of the asset ceiling (excluding net interest) and the return on plan assets, excluding net interest, are recognized as other comprehensive income with a corresponding debit or credit to retained earnings in the period in which they occur. Past service costs are recognized in profit or loss on the earlier of:

  • (a) the date of the plan amendment or curtailment, and

  • (b) the date that the Group recognizes restructuring-related costs

Net interest is calculated by applying the discount rate to the net defined benefit liability or asset, both as determined at the start of the annual reporting period, taking account of any changes in the net defined benefit liability (asset) during the period as a result of contribution and benefit payment.

Pension cost for an interim period is calculated on a year-to-date basis by using the actuarially determined pension cost rate at the end of the prior financial year, adjusted and disclosed for significant market fluctuations since that time and for significant curtailments, settlements, or other significant one-off events

(20)Income tax

Income tax expense (benefit) is the aggregate amount included in the determination of profit or loss for the period in respect of current tax and deferred tax.

Current income tax

Current income tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities, using the tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period. Current income tax relating to items recognized in other comprehensive income or directly in equity is recognized in other comprehensive income or equity and not in profit or loss.

The 10% income tax for undistributed earnings of the Company and its subsidiaries is

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recognized as income tax expense in the subsequent year when the distribution proposal is approved by the Shareholders’ meeting.

Deferred income tax

Deferred income tax is a temporary difference between the tax bases of assets and liabilities and their carrying amounts in balance sheet at the reporting date.

Deferred tax liabilities are recognized for all taxable temporary differences, except:

  • (a) Where the deferred tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit (loss);

  • (b) In respect of taxable temporary differences associated with investments in subsidiaries, and associates and interests in joint ventures, where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.

Deferred tax assets are recognized for all deductible temporary differences, any unused tax losses and carry forward of unused tax credits to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilized, except:

  • (a) Where the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; or

  • (b) In respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, deferred tax assets are recognized only to the extent that it is probable that the temporary differences will be reversed in the foreseeable future and taxable profit will be available against which the temporary differences can be utilized.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realized or the liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted at the reporting date. The measurement of deferred tax assets and liabilities reflects the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities. Deferred tax relating to items recognized outside profit or

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loss is recognized outside profit or loss. Deferred tax items are recognized in correlation to the underlying transaction either in other comprehensive income or directly in equity. Deferred tax assets are reassessed and recognized at each reporting date.

Deferred tax assets and liabilities are offset, if a legally enforceable right exists to set off current income tax assets against current income tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.

Interim period income tax expense is accrued using the tax rate that would be applicable to expected total annual earnings, that is, the estimated average annual effective income tax rate applied to the pre-tax income of the interim period.

5. SIGNIFICANT ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS

The preparation of the Group’s consolidated financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. However, uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.

Estimates and assumptions

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date that would have a significant risk for a material adjustment to the carrying amounts of assets and liabilities within the next fiscal year are discussed below.

(1)Fair value of financial instruments

Where the fair values of financial assets and financial liabilities recorded in the balance sheet cannot be derived from active markets, they are determined using valuation techniques including income approach (for example, the discounted cash flows model) or the market approach. Changes in assumptions about these factors could affect the reported fair value of the financial instruments. Please refer to Note 12 for more details.

(2)Post-employment benefits

The cost of post-employment benefit pension plan and the present value of the defined benefit obligation are determined using actuarial valuations. An actuarial valuation involves making various assumptions, including the change in the discount rate and expected salary level. The assumptions used for measuring pension cost and defined benefit obligation are disclosed in

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Note 6.

(3)Revenue recognition - customer loyalty programmes

The Group uses statistical techniques to estimate the fair value of award credits under customer loyalty programmes. Parameters used in the estimation include: assumptions on the expected exchange rate, commodity portfolio available for future exchange and customer preference. Before the points issued under the programme expire, the estimates have material uncertainty. Please refer to Note 6 for more details.

(4)Revenue recognition – sale returns and allowances

The Group estimates sales returns and allowances based on past experience and other known factors as reductions of sales revenue upon sales. Please refer to Note 6 for more details.

(5)Income tax

Uncertainties exist with respect to the interpretation of complex tax regulations and the amount and timing of future taxable income. Given the wide range of international business relationships and the long-term nature and complexity of existing contractual agreements, differences arising between the actual results and the assumptions made, or future changes to such assumptions, could necessitate future adjustments to tax benefit and expense already recorded. The Group establishes provisions, based on reasonable estimates, for possible consequences of audits by the tax authorities of the respective countries in which it operates. The amount of such provision is based on various factors, such as past experience in tax audit and different interpretations of tax regulations by the taxable entity and the responsible tax authority. Such differences of interpretation may arise on a wide variety of issues depending on the conditions prevailing in the respective company’s domicile.

Deferred tax assets are recognized for all carryforward of unused tax losses and unused tax credits and deductible temporary differences to the extent that it is probable that taxable profit will be available or there are sufficient taxable temporary differences against which the unused tax losses, unused tax credits or deductible temporary differences can be utilized. The amount of deferred tax assets determined to be recognized is based upon the likely timing and the level of future taxable profits and taxable temporary differences together with future tax planning strategies. As of December 31, 2015, the un-recognized portion of the Company’s defferred tax assets was disclosed in Note 6.

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6. CONTENTS OF SIGNIFICANT ACCOUNTS

(1)Cash and cash equivalents

Cash and petty cash
Checking and saving
Time deposit
Total
As of December 31, As of December 31,
2015
(NT$’000)
2014
(NT$’000)
6,234
3,379,804
9,360,269
4,574
2,661,078
8,875,963
12,746,307 11,541,615

(2)Financial assets at fair value through profit or loss

Held for trading:
Money market fund
Valuation adjustment
Total
As of December 31, As of December 31,
2015
(NT$’000)
3,453,872
82,498
3,536,370
2014
(NT$’000)
5,033,763
101,671
5,135,434

No financial asset at fair value through profit or loss was pledged as collateral.

(3)Available-for-sale financial assets

Stocks
Valuation adjustment
Total
As of December 31, As of December 31,
2015
(NT$’000)
-
-
-
2014
(NT$’000)
15,675
24,694
40,369

No available-for-sale financial asset was pledged as collateral.

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(4)Bond investments with no active market

Time deposits
Current
Non-current
As of December 31, As of December 31,
2015
(NT$’000)
428,112
428,112
-
2014
(NT$’000)
463,827
463,827
-

There was no bond investments with no active market pledged as collateral. Please refer to Note 8 for more details.

(5)Financial assets carried at cost

Stocks
Non-current
As of December 31, As of December 31,
2015
(NT$’000)
50,000
50,000
2014
(NT$’000)
50,000
50,000
  • A. Because the interval of reasonable estimates of the fair value of unlisted stocks held by the Group is significantly variable and the probabilities of each estimate cannot be reasonably evaluated, these stocks cannot be measured in fair value. Thus they are carried at cost.

B. No financial assets carried at cost were pledged as collateral.

(6)Notes receivable

Notes receivable – from operations
Less: allowance for doubtful accounts
Net
As of December 31, As of December 31,
2015
(NT$’000)
1,835
-
1,835
2014
(NT$’000)
6,252
-
6,252

No notes receivable was pledged by the Group as collateral.

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  • (7)Accounts receivable and accounts receivable - related parties, net

  • A. Accounts receivable, net

Accounts receivable, gross
Less: allowance for doubtful accounts
Less: allowance for return & discount
Net of allowances
Accounts receivable - related parties,
gross
Less: allowance for doubtful accounts
Net of allowances
Total accounts receivable, net
As of December 31, As of December 31,
2015
(NT$’000)
3,642,703
(47,799)
(4,711)
3,590,193
248,909
-
248,909
3,839,102
2014
(NT$’000)
3,108,413
(67,946)
(124)
3,040,343
436,406
-
436,406
3,476,749
  • B. The Group evaluated sales return and discount based on experiences and other known factors and recorded it as a reduction against sales at the time of recognizing revenue.

  • C. The Company entered into factoring agreements with banks. Accounts receivables from selected customers are transferred to banks without recourse. Details of the agreed credit limits and accounts receivables transferred were as follows:

12/31/2015
12/31/2014
Financial Institution
Mega International
Commercial Bank -
LanYa Branch
Mega International
Commercial Bank -
LanYa Branch
Accounts receivable
de-recognized
(NT$’000)
Advance
received
(NT$’000)
Collateral Credit
Limit
251,600
509,292
-
153,968
None
None
Note
Note

Note: The credit limits were US$30,000 thousand as of December 31, 2015 and 2014.

  • D.The collection term of accounts receivables are generally on 60 to 120 day after monthly closing. The movement schedule of the impairment provision for accounts receivable, including related parties, was presented as below. (Please also refer to Note 12 for credit risk disclosure)

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As of January 1, 2015
Provision (reversal)
Effect of exchange rate changes
As of December 31, 2015
As of January 1, 2014
Provision (reversal)
Effect of exchange rate changes
As of December 31, 2014
Impaired
Individually
(NT$’000)
-
-
-
-
-
-
-
-
Impaired
Collectively
(NT$’000)
67,946
(19,603)
(544)
47,799
61,910
5,876
160
67,946
Total
(NT$’000)
67,946
(19,603)
(544)
47,799
61,910
5,876
160
67,946

Aging analysis for the net accounts receivable, including related parties, were as follows.

12/31/2015
12/31/2014
Neither past due
nor impaired
(NT$’000)
Accounts receivable Accounts receivable –past due, but not impaired –past due, but not impaired Total
(NT$’000)
Less than
61 days
(NT$’000)
61 to 90 days
(NT$’000)
91 to 120 days
(NT$’000)
Longer than
120 days
(NT$’000)
3,639,724
3,143,727
199,378
330,265
-
2,358
-
-
-
399
3,839,102
3,476,749

(8)Inventory

A. Details of inventory:

Raw material
Supplies
Work in process
Finished goods
Merchandises
Total
As of December 31, As of December 31,
2015
(NT$’000)
638,897
41,027
815,704
759,271
30,537
2,285,436
2014
(NT$’000)
675,961
33,609
691,073
725,697
36,629
2,162,969

B. For the year ended December 31, 2015 and 2014, the Group recognized NT$17,099,709 thousand and NT$17,996,954 thousand under the caption of costs of sale, respectively. The following items were also included in cost.

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Item For theyear ended December 31, For theyear ended December 31,
2015
(NT$’000)
2014
(NT$’000)
Loss from (Gains on recovery
of) inventory market decline
Loss (gain) from physical
Loss in inventory write-off
obselencense
Total
(104,357)
(2,118)
1,319,081
234,517
38,239
988,930
1,212,606 1,261,686

The Group recognized gains on recovery of inventory market decline because some of the inventories previously provided with market loss or obsolescence were disposed.

C. The inventories were not pledged.

(9)

(9) Property, plant and equipment

Land
(NT$’000)
Cost:
As of 1/1/2015
1,366,426
Addition
-
Disposals
-
Effect of EX rate
-
Reclassification
191,374
As of 12/31/2015
1,557,800
As of 1/1/2014
1,237,179
Addition
8,939
Disposals
-
Effect of EX rate
-
Reclassification
120,308
As of 12/31/2014
1,366,426
Depreciation and impairment:
As of 1/1/2015
-
Depreciation
-
Impairment loss
-
Disposal
-
Land
(NT$’000)
Buildings
(NT$’000)
Machinery
(NT$’000)
Office
Equipment
(NT$’000)
Transportat
ion
(NT$’000)
Other
Equipment
(NT$’000)
Construction in progress
and equipment awaiting
inspection (including
prepaid equipment)
(NT$’000)
Total
(NT$’000)
1,366,426
-
-
-
191,374
5,614,222
10,654
(71,944)
(70,843)
74,654
17,202,285
58,908
(2,442,452)
(154,054)
2,116,389
118,946
11,408
(17,968)
(1,428)
20,618
14,700
1,355
-
(246)
-
3,958,417
86,105
(342,406)
(33,606)
324,398
3,107,645
4,861,010
-
(2,755)
(2,727,433)
31,382,641
5,029,440
(2,874,770)
(262,932)
-
1,557,800 5,556,743 16,781,076 131,576 15,809 3,992,908 5,238,467 33,274,379
1,237,179
8,939
-
-
120,308
5,462,460
20,165
(52,159)
174,048
9,708
15,077,543
54,596
(78,757)
364,245
1,784,658
90,558
7,851
(492)
3,780
17,249
12,370
830
-
595
905
3,766,802
68,416
(89,826)
86,648
126,377
1,402,631
3,756,295
-
7,924
(2,059,205)
27,049,543
3,917,092
(221,234)
637,240
-
1,366,426 5,614,222 17,202,285 118,946 14,700 3,958,417 3,107,645 31,382,641
1,521,919
266,238
-
(26,551)
10,235,466
2,390,247
13,425
(2,402,650)
73,772
24,444
391
(16,642)
8,679
3,055
-
-
2,364,370
512,919
395
(318,440)
-
-
-
-
14,204,206
3,196,903
14,211
(2,764,283)

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English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

Effect of EX rate
Reclassification
As of 12/31/2015
As of 1/1/2014
Depreciation
Impairment loss
Disposal
Effect of EX rate
Reclassification
As of 12/31/2014
Net carrying amo
unt: -
-
(18,060)
-
(96,305)
8,737
(1,126)
-
(182)
-
(19,404)
(8,737)
-
-
(135,077)
-
- 1,743,546 10,148,920 80,839 11,552 2,531,103 - 14,515,960
-
-
-
-
-
-
1,263,101
266,758
-
(50,929)
42,989
-
7,839,150
2,248,030
-
(72,720)
220,926
80
52,142
19,130
-
(492)
2,992
-
5,727
2,563
-
-
389
-
1,922,338
481,522
-
(88,256)
48,846
(80)
-
-
-
-
-
-
11,082,458
3,018,003
-
(212,397)
316,142
-
- 1,521,919 10,235,466 73,772 8,679 2,364,370 - 14,204,206
1,557,800 3,813,197 6,632,156 50,737 4,257 1,461,8055 5,238,467
  • A. On the December 31, 2015, the Group evaluated the recoverable amount of certain idle property, plant and equipment to be zero and, therefore, recognized an impairment loss of NT$14,211 thousand in the statement of comprehensive income.

  • B. “ Significant components ” of buildings primarily comprised the main buildings and the facilities, which are depreciated based on their respective useful economic life of 20 to 25 years and 3 to 20 years.

  • C. Details of property, plant & equipment and prepayment for machinery is as follows:

Property, plant and equipment
Prepaid equipment
Total
As of December 31, As of December 31,
2015
(NT$’000)
16,150,904
2,607,515
18,758,419
2014
(NT$’000)
15,429,778
1,748,657
17,178,435
  • D. Please refer to Note 8 for details on property, plant and equipment pledged as collaterals.

  • E. The Company purchased 40 parcels of land with a total area of 36,287.15 square meters. Lands are located at the addresses of No. 1113, 1114, 1438 to 1443,1479,1486 to 1487 at ShiLeiZi Sub-section, ShiLeiZi Section, No. 1044, 1047 to 1049 at QingHua Section, and No. 0001, 697 to 700 and 712 to 726 at RongHua Section, XinFeng Village. Due to regulatory restrictions, land cannot be registered under the Company’s name while it has

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English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

been temporarily registered under the general manager’s name and, to secure the Company’s right to the land, mortgage registration has been set aside with the Company being the obligee.

(10)Intangible assets

Cost:
As of January 1, 2015
Additions – acquired separately
Derecognized upon retirement
Effect of exchange rate changes
As of December 31, 2015
As of January 1, 2014
Additions – acquired separately
Derecognized upon retirement
Effect of exchange rate changes
As of December 31, 2014
Amortization and Impairment:
As of January 1, 2015
Amortization
Derecognized upon retirement
Effect of exchange rate changes
As of December 31, 2015
As of January 1, 2014
Amortization
Derecognized upon retirement
Effect of exchange rate changes
As of December 31, 2014
Carrying amount, net:
As of December 31, 2015
As of December 31, 2014
Computer software
(NT$’000)
40,101
44,806
(29,007)
(278)
55,622
43,568
32,271
(36,644)
906
40,101
20,119
34,432
(29,007)
(202)
25,342
29,409
26,567
(36,644)
787
20,119
30,280
19,982

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English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

Amounts of amortization recognized for intangible assets are as follows:

Operating expense
Sales and marketing
General and administrative
Research and development
Total
For theyear ended December 31, For theyear ended December 31,
2015
(NT$’000)
2014
(NT$’000)
-
1,107
31,257
2,068
292
543
23,248
2,484
34,432 26,567

(11)Other non-current assets

Refundable deposits
Long-term prepaid rent
Total
As of December 31, As of December 31,
2015
(NT$’000)
45,106
273,679
318,785
2014
(NT$’000)
44,743
286,970
331,713

As of December 31, 2015 and 2014, the line of unused short-term loan credit for the Group amounted to NT$273,679 thousand and NT$286,970 thousand, respectively.

(12)Short-term loans

As of December 31, As of December 31,
Interest interval
(%)
2015
(NT$’000)
2014
(NT$’000)
Unsecured bank loans
0.8~1.5331
3,095,030 1,806,896

As of December 31, 2015 and 2014, the line of unused short-term loan credit for the Group amounted to NT$3,156,970 thousand and NT$3,286,804 thousand, respectively.

(13)Other payable

Accrued expense
Equipment payable
As of December 31, As of December 31,
2015
(NT$’000)
2014
(NT$’000)
2,662,966
1,265,758
2,589,592
1,236,524

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English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

Accrued interest
4,038
2,636
Total
3,932,762
3,828,752
(14)Provisions
Sales Returns and
Allowances
(NT$’000)
As of January 1, 2015
302
Additions
-
Used
-
Reversal
(8)
Adjustment to present value due to discount rate
change and passage of time
-
As of December 31, 2015
294
As of December 31,
2015
(NT$’000)
2014
(NT$’000)
Current
294
302
Non-current
-
-
Total
294
302
4,038 2,636
3,932,762 3,828,752
Sales Returns and
Allowances
(NT$’000)
302
-
-
(8)
-
294
2015
(NT$’000)
294
-
294
2014
(NT$’000)
302
-
302

Sales returns and allowances

The Group incurred sales returns and allowances based on past experience and other known factors as reductions against sales revenue upon sale, recording it under the caption of provisions.

(15)Other current liabilities

A.

A.
Other current liabilities
Unearned sales revenue
Deferred revenue - Customer
Loyalty Programmes
Current portion of long-term loans
Total
As of December 31,
2015
(NT$’000)
2014
(NT$’000)
73,152
21,607
1,302
572,640
75,708
32,853
781
1,433,589
668,701 1,542,931

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English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

B. Customer loyalty programs

Balance, beginning
Deferred during the period
Recognized in profit or loss
Balance, ending
Current
Non-current
Total
For theyear ended December 31, For theyear ended December 31,
2015
(NT$’000)
2014
(NT$’000)
781
637
(116)
-
781
-
1,302 781
2015
(NT$’000)
2014
(NT$’000)
1,302
-
781
-
1,302 781
  • (16)Long-term loans

Details of long-term loans were as follows:

Debtor Type of Loan
Secured bank
loan
Credit loan
Secured bank
loan
Credit loan
Maturity Loan Balance Repayment
As of
Dec. 31, 2015
(NT$’000)
Mega International
Commercial Bank -
LanYa Branch
Mega International
Commercial Bank -
LanYa Branch
The Shanghai
Commercial &
Savings Bank -
ZhongLi Branch
The Shanghai
Commercial &
Savings Bank -
ZhongLi Branch
2015.10.27-
2016.12.15
2016.01.17-
2010.12.04
2016.07.15-
2019.01.15
2016.01.24-
2017.04.15
123,081
1,162,006
181,953
15,000
Notes 1, 2 and 11
Notes 2, 3 and 4
Notes 6, 7 and 10
Notes 6 and 10

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English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

Land Bank of Taiwan
- ZhongLi Branch
Taipei Fubon
Commercial Bank –
BeiTou Branch
Total
Less: current portion
Non-current portion
Debtor
Credit loan
Credit loan
Type of Loan
2016.04.27
2017.12.14
Maturity
62,999
393,900
Notes 2 and 5
Note 12
Repayment
1,938,939
(572,640)
1,366,299
Loan Balance
As of
Dec. 31, 2014
(NT$’000)
Mega International
Commercial Bank -
LanYa Branch
Mega International
Commercial Bank -
LanYa Branch
The Shanghai
Commercial &
Savings Bank -
ZhongLi Branch
The Shanghai
Commercial &
Savings Bank -
ZhongLi Branch
Land Bank of Taiwan
- ZhongLi Branch
Taipei Fubon
Commercial Bank –
BeiTou Branch
Total
Less: current portion
Non-current portion
Secured bank
loan
Credit loan
Secured bank
loan
Credit loan
Credit loan
Credit loan
2015.10.27-
2016.12.15
2015.10.27-
2018.08.12
2015.07.15-
2019.01.15
2014.12.24-
2017.04.15
2015.12.23-
2016.11.27
2017.12.15
186,159
754,324
224,040
109,125
415,913
474,750
Notes 1, 2 and 8
Notes 1, 3 and 10
Notes 2, 6, 7 and 10
Notes 6 and 10
Notes 2 and 5
Note 12
2,164,311
(1,433,589)
730,722

Note 1: A term is defined as every 3 months starting from the initial draw-down date. Grace period is 2 years (8 terms). The rest is repayable in installments of equal amount for 20 terms.

Note 2: Interest shall be paid for the first 12 months from the initial draw-down date. Starting from the 13th month, interest shall be paid monthly with principal repaid every 3 months.

Note 3: A term is defined as every 3 months starting from the initial draw-down date. The loan is repayable in

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English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

installments of equal amount for 20 terms.

  • Note 4: A term is defined as every 3 months starting from the initial draw-down date. The loan is repayable in installments of equal amount for 12 terms.

  • Note 5: A term is defined as every 1 months starting from the initial draw-down date. The principal and interest are repayable in installments of equal amount.

  • Note 6: A term is defined as every 3 months starting from the initial draw-down date. Grace period is 2 years (8 terms). The rest is repayable in installments of equal amount for 12 terms.

  • Note 7: Starting from the 25[th] month, a term is defined as every 3 months. The loan is repayable in installments of equal amount for 11 terms.

  • Note 8: A term is defined as every 3 months starting from the initial draw-down date. Grace period is 1 years (4 terms). The rest is repayable in installments of equal amount for 8 terms.

  • Note 9: Interest shall be paid monthly starting from the initial draw-down date. Principal is repaid in one lump sum when due.

  • Note 10: A term is defined as every 3 months starting from the initial draw-down date. Grace period is 1 years (4 terms). The rest is repayable in installments of equal amount for 16 terms.

  • Note 11: Monthly payment is calculated using the annuity method. The principal and interest are repayable in installments of equal amount for 36 terms.

  • Note 12: One year after the initial draw-down date is considered term one and the following terms are defined as every 6 months since then. The principal and interest are repayable in installments of equal amount for 5 terms.

  • A. A portion of property, plant and equipment were pledged to Mega International Commercial Bank and Shanghai Commercial & Savings Bank (the first-priority mortgagors) as collaterals for secured bank loans. Please refer to Note 8 for more details.

  • B. As of December 31, 2015 and 2014, the interest rate intervals for long-term loans were 1.02%~2.1923% and 0.72%~1.60%, respectively.

(17)

  • (17)Other non-current liabilities
Accrued pension costs
Deposits received
Total
As of December 31, As of December 31,
2015
(NT$’000)
34,148
51,846
85,994
2014
(NT$’000)
29,668
80,952
110,620

238

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

(18)Post-employment benefits

Defined contribution plan

The Company and its domestic subsidiaries adopt a defined contribution plan in accordance with the Labor Pension Act of the R.O.C. Under the Labor Pension Act, the Company and its domestic subsidiaries will make monthly contributions of no less than 6% of the employees’ monthly wages to the employees’ individual pension accounts. The Company and its domestic subsidiaries have made monthly contributions of 6% of each individual employee’s salaries or wages to employees’ pension accounts.

Subsidiaries located in the People’s Republic of China will contribute social welfare benefits based on a certain percentage of employees’ salaries or wages to the employees’ individual pension accounts.

Pension benefits for employees of overseas subsidiaries and branches are provided in accordance with the local regulations.

Expenses under the defined contribution plan for the years ended December 31, 2015 and 2014 were NT$112,096 thousand and NT$103,867 thousand, respectively.

Defined benefits plan

The Company and its domestic subsidiaries adopt a defined benefit plan in accordance with the Labor Standards Act of the R.O.C. The pension benefits are disbursed based on the units of service years and the average salaries in the last month of the service year. Two units per year are awarded for the first 15 years of services while one unit per year is awarded after the completion of the 15th year. The total units shall not exceed 45 units. Under the Labor Standards Act, the Company and its domestic subsidiaries and its domestic subsidiaries contribute an amount equivalent to 2% of the employees’ total salaries and wages on a monthly basis to the pension fund deposited at the Bank of Taiwan in the name of the administered pension fund committee.

The fund is operated in a potofolio basis by Governance Committee on Labor Retirement Fund in accordance with the Rule for Custody and Operating the Labor Retirement Fund. The investment of the Fund may be executed either by the Committee itself or by outsourced other profession institutions with its investment stategy, including both active and passive management, targeting in a medium or longer term. In considering the risks of market, credit and liquidity, the Committee establishes the ceiling of fund investment and control plan, in one hand, to reduce investment risk to an affordable extent and, in the other hand, to achieve the targeted return flexibly. As of December 31, 2015, the Company plans to contribute

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English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

NT$5,061 thousand to the funds under its defined benefit scheme during the following fiscal year.

As of December 31, 2015 and 2014, the maturities of the Company’s defined benefit plan were expected in 2036 and 2037 and the detail information is listed as below.

Less than one year
More than one year but less than five years
More than five years
Total
As of December 31, As of December 31,
2015
(NT$’000)
14,162
3,038
22,213
39,413
2014
(NT$’000)
8,440
8,142
16,321
32,903

Pension costs recognized in profit or loss were as follows:

Current period service costs
Net interest of defined benefit liability (asset)
Previous period service costs
Settlement
Total
For theyear ended December 31, For theyear ended December 31,
2015
(NT$’000)
2014
(NT$’000)
152
668
-
-
232
987
-
-
820 1,219

Reconciliation of liability (asset) of the defined benefit plan is as follows:

Defined benefit obligation
Plan assets at fair value
Other non-current liabilities – net defined
benefit liability
As of
Dec. 31, 2015
(NT$’000)
127,707
(93,559)
34,148
Dec. 31, 2014
(NT$’000)
116,697
(87,029)
29,668
Jan. 1, 2014
(NT$’000)
132,275
(82,924)
49,351

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English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

Reconciliation of liability (asset) of the defined benefit liability is as follows:

2014.01.01
Current service cost
Interest expense(revenue)
Past service cost and settlement
Total
Re-measurment on defined benefit
liability/assets:
Actuarial gain/loss due to change in
population statistic assumptions
Actuarial gian/loss due to change in
financial assumptions
Experience adjustments
Re-measurement on defined benefit assets
Total
Benefits paid
Contributions by employer
Effect of exchange rate
2014.12.31
Current service cost
Interest expense(revenue)
Past service cost and settlement
Total
Re-measurment on defined benefit
liability/assets:
Actuarial gain/loss due to change in
population statistic assumptions
Actuarial gian/loss due to change in
financial assumptions
Experience adjustments
Re-measurement on defined benefit assets
Total
Benefits paid
Contributions by employer
Effect of exchange rate
2015.12.31
Present value of
defined benefit
obligation
(NT$’000)
Fair value of
plan assets
(NT$’000)
Net defined
benefit
liability (asset)
(NT$’000)
132,275
232
2,645
-
(82,924)
-
(1,658)
-
49,351
232
987
-
2,877
519
(6,277)
(9,704)
-
(1,658)
-
-
(248)
-
1,219
519
(6,277)
(9,952)
-
(15,462) (248) (15,710)
(2,993)
-
-
2,993
(5,192)
-
-
(5,192)
-
116,697
152
2,626
-
(87,029)
-
(1,958)
-
29,668
152
668
-
2,778
2,453
6,154
474
-
(1,958)
-
-
(360)
-
820
2,453
6,154
114
-
9,081 (360) 8,721
(849)
-
-
849
(5,061)
-
-
(5,061)
-
127,707 (93,559) 34,148

241

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

The major categories as a percentage of the fair value of total plan assets are as follows:

Cash Pensionplan(%)as of December 31, Pensionplan(%)as of December 31,
2015
100.00%
2014
100.00%

The actuarial assumptions used for the Group’s defined benefit plan are shown below:

Discount rate
Expected rate of salary increases
Sensitivity analysis:
Discount rate increaseby0.5%
Discount rate decreaseby0.5%
Expected salary level increased by 0.5%
Expected salary level decreased by 0.5%
As of December 31,
2015
2014
2.00%
2.25%
3.00%
3.00%
For theyear ended December 31,
As of December 31,
2015
2014
2.00%
2.25%
3.00%
3.00%
For theyear ended December 31,
As of December 31,
2015
2014
2.00%
2.25%
3.00%
3.00%
For theyear ended December 31,
As of December 31,
2015
2014
2.00%
2.25%
3.00%
3.00%
For theyear ended December 31,
2015
(NT$’000)
2014
(NT$’000)
Increase
in defined
benefit
obligation
Decrease in
defined
benefit
obligation
-
(11,487)
13,023
-
12,855
-
-
(11,461)
Increase
in defined
benefit
obligation
Decrease in
defined
benefit
obligation
Decrease in
defined
benefit
obligation
-
13,746
13,534
-
(12,150)
-
-
(12,095)
(11,487)
-
-
(11,461)

Sensitivity analysis :

For the purpose of sensitivity analysis above, the Company calculated the impact on defined benefit obligation due to a reasonable and feasible change of one singal assumption (i.e. discount rate or expected salary level) with other assumptions remaining equal. Please note that the sensitivity analysis has its limitation due to the co-relation between different actuarial assumptions and the rarity that only one assumption changes at a time. The method used in the analysis is consistent for both current and prior years.

(19)Equity

A. Common shares

As of December 31, 2015 and 2014, the Company’s authorized capital and paid-in capital were NT$5,500,000 thousand and NT$4,460,000 thousand, respectively, each share at par value of NT$10, divided into 446,000 thousand shares. Each share represents a voting right and a right to receive dividends.

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Treasury stocks brought back by the Company for the purpose of transfer to employee during the period from August 18, 2015 to September 25, 2015 totaled to 550 thousand shares. Please refer to Note 6(19)-C to the financial statements for more details.

B. Capital surplus

Additional paid-in capital
Differences betweenequity purchase price
and carrying amount arising from actual
acquisition or disposal of subsidiaries
All changes in interests in subsidiaries
Total
As of December 31, As of December 31,
2015
(NT$’000)
5,850,000
50,925
38,894
5,939,819
2014
(NT$’000)
5,850,000
50,925
38,894
5,939,819

According to the Taiwan Company Act, the capital surplus shall not be used except for making good the deficit of the Company. When a company incurs no loss, it may distribute the capital surplus related to the income derived from the issuance of new shares at a premium or income from endowments received by the company up to a certain percentage of paid-in capital. The said capital surplus could be distributed in cash to its shareholders in proportion to the number of shares being held by each of them. Capital surplus related to long-term equity investments cannot be used for any purpose.

C. Treasury stock

As of December 31, 2014, no treasury stock was held by the Group while treasury stock amounted to NT$32,895 thousand, divided into 550 thousand shares, as of September 30, 2015.

As of December 31, 2014, no treasury stock moved. The movement schedule of treasury stock on December 31, 2015 was as below (in thousand shares).

Purpose of
repurchase
To be transfered
to employees
Beginning
balance
-
Addition
550
Decrease
-
Ending
balance
550

243

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

According to the Securities and Exchange Law of the R.O.C., the total shares of treasury stock shall not exceed 10% of the Company’s issued stock, and the total purchase amount shall not exceed the sum of the retained earnings, additional paid-in capital-premiums and realized additional paid-in capital. As such, the ceiling number of shares of treasury stock that the Company could hold as of December 31, 2015 were 44,600 thousand shares, with the maximum payments of NT$23,679,718 thousand.

In compliance with Securities and Exchange Law of the R.O.C., treasury stock should not be pledged, nor should it be entitled to voting rights or receiving dividends.

  • D. Appropriation of earnings and dividend policies

(a)Earning distribution

The rule enacted in the Company’s original Article of Incorporation before an amendment was proposed by the borad of directors on December 28, 2015 is as follows.

The Company’s earnings in current year, if any, shall firstly be made to pay all taxes and dues and then to offset prior year’s operation losses. 10% of the remaining amount shall be set aside as legal reserve and special reserve shall be provided pursuant to Article 41 of the Securities and Exchange Act. Any remaining earnings after the said deductions shall be appropriated as follows:

  • a. 1% as remuneration to directors

  • b. Bonues to employees cannot be less than 1% of the total bonus to employees and shareholders. Bonus to employees can be distributed in cash or stocks. The parties receiving the stock dividends shall include employees in affiliated companies who met certain conditions stipulated by the Board of Directors.

  • c. The Board of Directors would propose an earning distribution plan based on the remaining balance combined with the undistributed earnings accumulated during previous years to be resolved at the shareholders’ meeting.

The Company’s borad of directors proposed to amend the Article of Incporation in a meeting held on December 28, 2015. The articles to be amended regarding employee and directors’ compension as well as eraning distribution are as follows.

The Company, if making profits in current year, shall provide employee and directors’ compensation in accordance with the following rules, provided that all accumulated deficits, if any, are fully offset:

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1. Employee Compensation:

The ratio of employee compensation to “income before tax and the employee and directors’ compensation to be provided” shall not be less than 10% and the amount of employee compensation can be paid by cash or shares. Qualified employee may include the employee from the Company’s subsidiaries who meets certain qualifications set forth by the Company’s Board of Directors.

2. Directors’ compensation:

The ratio of directors’ compensation to “income before tax and the employee and directors’ compensation to be provided” shall not be more than 1%.

Based on Article 235-1 of Company Act amended on May 20, 2015, the Company shall incur a portion of current year’s profit as employees’ compensation after offsetting the cumulative losses, if any. The aforementioned employees’ compensation distributed in the form of shares or in cash shall be approved by a majority vote at a meeting of board of directors attended by two-thirds of the total number of directors and reported at annual stockholders’ meeting. Qualification requirements of employees, including the employees of the Company’s subsidiaries, entitled to receive the employees’ compensation may be specified in the Articles of Incorporation.

The Company plans to revise the Company’s Article in responding to the amendment to the Company Act as mentioned in above paragraph at annual shareholders’ meeting to be held on 2016. As to the details of estimation regarding employee’s and directors’ compensation, please refer to Note 6(22) to the financial statements.

(b)Dividend policies

The Company is in an industry with versatile environment. For long-term finance planning requirements and to meet the shareholders’ demand for cash, dividend policy aims for a steady balance. Cash dividends distributed each year cannot be less than 10% of the total dividends paid.

(c)Legal reserve

According to the Company Act, legal reserve shall be set aside until such amount equal total authorized capital. Legal reserve can be used to offset deficits. If the Company does not incur any loss, the portion of legal reserve exceeding 25% of the paid-in capital may be distributed to shareholders by issuing new shares or by cash in proportion to the number of shares held by each shareholder.

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English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

(d)Special reserve

Following the adoption of Taiwan IFRS, the Company complies with Order No. Jin-Guan-Zheng-Fa 1010012865 issued by FSC on April 6, 2012. On the Company’s first-time adoption of the Taiwan IFRS, for any unrealized revaluation gains and cumulative translation adjustments recorded under shareholders’ equity that the Company elects to transfer to retained earnings by application of the exemption under IFRS 1, an equal amount of special capital reserve shall be set aside. After the adoption of Taiwan IFRS for the preparation of financial statements, the Company shall set aside supplemental special reserve based on the difference between the amount already set aside according to the requirements in the preceding point and other net deductions from shareholders’ equity when appropriating distributable earnings. For any subsequent reversal of other net deductions from shareholders’ equity, the amount reserved may be distributed as earnings.

The Company did not incur any special reserve upon the first-time adoption of Taiwan IFRS.

  • (e)The appropriations of earnings for the Year 2015 and 2014 were approved through the Board of Directors’ meetings and shareholders’ meetings held on February 1, 2016 and June 11, 2015, respectively. The details of the distributions are as follows:
Legal reserve
Cash dividends -
common stock
Remuneration to
directors and
supervisors
Employee bonus -
cash
Total
Appropriation of earnings Appropriation of earnings Dividend per share
(in NT$)
Dividend per share
(in NT$)
2015
(NT$’000)
290,395
1,559,075
(Note)
(Note)
1,849,470
2014
(NT$’000)
2015
3.50
2014
361,733
1,784,000
32,556
545,679
4.00
2,723,968

The information about employees’ bonuses and remuneration to directors and supervisors which were resolved by the Board of Directors’ meeting and shareholders’ meeting is available at the Market Observation Post System website.

246

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

The actual payment of 2013 earning distribution comprised the employees’ bonuses of NT$492,104 thousand and the remuneration to directors and supervisors of NT$29,761 thousand. The difference of NT$814 thousand between the actual payment and the accrual of NT$492,104 thousand for employees’ bonuses and NT$28,947 thousand for remuneration to directors and supervisors for the year ended December 31, 2013 was recorded in the profit or loss for the year ended December 31, 2014.

The actual payment of 2014 earning distribution comprised the employees’ bonuses of NT$545,679 thousand and the remuneration to directors and supervisors of NT$32,556 thousand. The difference of NT$457 thousand between the actual payment and the accrual of NT$545,679 thousand for employees’ bonuses and NT$32,099 thousand for remuneration to directors and supervisors for the year ended December 31, 2014 was recorded in the profit or loss for the year ended December 31, 2015.

Note: For 2015 employee and directors’ compensation under the new Article to be amended, please refer to Note 6(20) for details.

E. Non-controlling interests

Beginning balance
Net loss attributable to NCIs
Other comprehensive income attributable to NCIs:
Exchange differences arising on translation of
foreign operations
Capital increase at subsidiary by issuing new
shares
The difference between the consideration and the
carrying value from disposal of
subsidiaries’equity
Ending balance
For theyear ended December 31, For theyear ended December 31,
2015
(NT$’000)
2014
(NT$’000)
2,654,765
(174,426)
(43,674)
-
-
2,450,199
(127,094)
115,330
200,966
15,364
2,436,665 2,654,765

(20)Sale

Sale of goods
Less: sales returns and allowances
For theyear ended December 31,
2015
(NT$’000)
2014
(NT$’000)
23,155,396
24,750,695
(491,745)
(345,496)
For theyear ended December 31,
2015
(NT$’000)
2014
(NT$’000)
23,155,396
24,750,695
(491,745)
(345,496)
2014
(NT$’000)
24,750,695
(345,496)

247

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

Services rendered
Other operating revenue
Total
190,589
207,071
186,656
351,979
23,061,311 24,943,834
  • (21)Operating lease

  • A. Group as a lessee

The commercial leasing agreements that the Group entered into for buildings and plants have an average term of one to five years. There are no restrictive covenants for the Group in the contracts.

Total future minimum lease payments due to irrevocable leasing contracts were as follows:

Less than one year
More than one year but less than five years
Total
As of December 31, As of December 31,
2015
(NT$’000)
2014
(NT$’000)
84,745
394,056
40,146
-
478,801 40,146

Expenses under operating lease were as follows:

Minimum lease payment For theyear ended December 31, For theyear ended December 31,
2015
(NT$’000)
2014
(NT$’000)
149,112 136,263
  • B. Group as a lessor

The leasing agreements that the Group entered into for plants have an average term of one year.

As of December 31, 2015 and 2014, the total future minimum lease payments from the leasees due to irrevocable leasing contracts were both NT$0.

For the years ended December 31, 2015 and 2014, rent incomes of the Group amounted to NT$22,716 thousand and NT$20,407 thousand, respectively.

248

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

(22)Summary statement of employee benefits, depreciation and amortization by function is as follows:

Function
Nature
2015
(NT$’000)
2015
(NT$’000)
2015
(NT$’000)
2014
(NT$’000)
2014
(NT$’000)
2014
(NT$’000)
Cost of goods
sold
Operating
expense
Total Cost of goods
sold
Operating
expense
Total
Employee benefit
Salaries & wages $3,182,359 $921,541 $4,103,900 $3,294,081 $808,920 $4,103,001
Labor and health insurance 189,146 67,082 256,228 169,967 58,018 227,985
Pension 79,690 33,226 112,916 76,253 28,833 105,086
Other employee benefit 214,987 93,195 308,182 172,313 54,112 226,425
Depreciation 2,952,612 244,291 3,196,903 2,785,951 232,052 3,018,003
Amortization - 34,432 34,432 292 26,275 26,567

The Company estimated the amounts of the employee and directors’ compensation based on the profit for the year ended December 31, 2015 in accordance to the new Article to be amended. If the board subsequently modifies the estimates significantly, the Company will recognize the change as an adjustment in the profit or loss retroactively. For the year ended December 31, 2015, the amounts of employee and directors’ compensation were NT$442,444 thousand and NT$26,026 thousand, respectively.

For the year ended December 31, 2014, the Company estimated the amounts of the employee bonuses and the remuneration to directors based on the net income for the period and the percentage stated in the Article of Incorporation, after taking into account factors such as legal reserves. The estimated employee bonuses and remuneration to directors were recognized as operating costs or operating expense for the period. If the board modified the estimates significantly in the subsequent periods, the Company will recognize the change as an adjustment to current income retroactively. The difference between the estimates and the resolution of shareholders’ meeting will be recognized in profit or loss of the subsequent year. If the shareholders’ meeting resolves to pay the employee bonus in the form of stocks, the number of shares distributed is determined by dividing the amount of bonuses by the closing price (after considering the effect of dividends) of shares on the day preceding the shareholders’ meeting. For the year ended December 31, 2014, the amounts of the employee compensation & remuneration to directors were NT$545,679 thousand & NT$32,099 thousand.

249

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

(23)Non-operating incomes and expenses

  • A. Other incomes
Interest income
Dividend income
Other income-others
Total
For theyear ended December 31, For theyear ended December 31,
2015
(NT$’000)
86,116
-
223,360
309,476
2014
(NT$’000)
96,170
1,531
36,260
133,961

B. Other gains and losses

Gain (loss) from disposal of property, plant and
equipment
Foreign exchange gains, net
Financial assets at fair value through profit
Gain from disposal of investment
Impairment loss on non-financial assets
Other expenses
Total
C. Finance costs
Interests on bank loans
For theyear ended December 31, For theyear ended December 31,
2015
(NT$’000)
2014
(NT$’000)
(108,807)
(14,925)
24,586
30,845
(14,211)
(28,472)
(724)
32,414
26,895
26,135
-
(20,286)
(110,984) 64,434
2014
(NT$’000)
2014
(NT$’000)
56,968 56,482

250

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

(24)Components of other comprehensive income (OCI)

For the year ended December 31, 2015

Not reclassified to profit or loss:
Actuarial gains or losses on
defined benefits plan
To be reclassified to profit or loss
in subsequent period:
Exchange differences arising on
translation of foreign
operations
Unrealized valuation gain (loss)
on available-for-sale financial
assets
Total OCI
or the year ended December
Not reclassified to profit or loss:
Actuarial gains or losses on
defined benefits plan
To be reclassified to profit or loss
in subsequent period:
Exchange differences arising on
translation of foreign
operations
Unrealized valuation gain (loss)
on available-for-sale financial
assets
Total OCI
Arising during
the period
(NT$’000)
Reclassification
during the
period
(NT$’000)
-
-
(30,845)
(30,845)
Reclassification
during the
period
(NT$’000)
-
-
(24,891)
(24,891)
Subtotal
(NT$’000)
Income tax
benefit
(expense)
(NT$’000)
-
12,397
-
12,397
Income tax
benefit
(expense)
(NT$’000)
-
(33,026)
-
(33,026)
OCI,
Net of tax
(NT$’000)
(8,721)
(116,596)
6,151
(8,721)
(116,596)
(24,694)
(8,721)
(104,199)
(24,694)
(119,166) (150,011) (137,614)
31, 2014
Arising during
the period
(NT$’000)
Subtotal
(NT$’000)
OCI,
Net of tax
(NT$’000)
15,710
309,597
34,474
15,710
309,597
9,583
15,710
276,571
9,583
359,781 334,890 301,864

For the year ended December 31, 2014

251

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

  • (25)Income tax

  • A. The major components of income tax expense (income) are as follows:

Income tax expense (benefit) recognized in profit or loss

Current income tax expense (benefit):
Current income tax expense
Reversal of uncertain tax position upon
finalization
Deferred tax expense (benefit):
Deferred tax expense (benefit) relating to
origination and reversal of temporary
differences
Total income tax expense
For theyear ended December 31, For theyear ended December 31,
2015
(NT$’000)
2014
(NT$’000)
687,692
(210,169)
(1,801)
759,501
(93,355)
(5,307)
475,722 660,839

B. Income tax recognized in other comprehensive income

Deferred tax expense (benefit):
Exchange differences arising on translation of
foreign operations
For theyear ended December 31, For theyear ended December 31,
2015
(NT$’000)
2014
(NT$’000)
(12,397) 33,026
  • C. A reconciliation between tax expense and the product of accounting profit multiplied by applicable tax rates is as follows:
Accounting profit (loss) before tax from
continuing operations
For theyear ended December 31, For theyear ended December 31,
2015
(NT$’000)
2014
(NT$’000)
3,205,248 4,151,072

252

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

Tax payable at the enacted tax rates
10% surtax on Undistributed earnings
Tax effect of income tax-exempted
Tax effect of expenses not deductible for tax
purposes
Tax effect of deferred tax assets/liabilities
Reversal of uncertain tax position upon
finalization
Total income tax expense (income)
recognized in profit or loss
501,265
157,191
(112,954)
506
139,883
(210,169)
645,428
141,511
(103,339)
13,493
57,101
(93,355)
475,722 660,839

D. Deferred tax assets (liabilities) relate to the following:

For the year ended December 31, 2015

Temporary differences
Prepaid appreciation tax on
agricultural land
Unrealized loss on inventory
valuation
Unrealized exchange loss (gain)
Cumulative translation
adjustment
Deferred tax income/ (expense)
Net deferred tax assets/(liabilities)
Reflected in balance sheet as
follows:
Deferred tax assets
Deferred tax liabilities
Beginning balance
as of Jan. 1, 2015
(NT$’000)
Deferred tax
income
(expense)
recognized in
P/L
(NT$’000)
Deferred tax
income
(expense)
recognized in
OCI
(NT$’000)
Deferred tax
income
(expense)
recognized in
equity
(NT$’000)
Increase from
business
acquisition
(NT$’000)
Exchange
adjustment
(NT$’000)
Ending balance
as of Dec. 31,
2015
(NT$’000)
-
276
(2,146)
(52,231)
9,593
11
1,790
-
-
-
-
12,397
-
-
-
-
-
-
-
-
-
-
-
-
9,593
287
(356)
(39,834)
(54,101) 11,394 12,397 - - - (30,310)
276 9,880
(54,377) (40,190)

253

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

For the year ended December 31, 2014

Beginning balance
as of Jan. 1, 2014
(NT$’000)
Temporary differences
Unrealized loss on inventory
valuation
20
Unrealized exchange loss (gain)
(7,197)
Cumulative translation adjustment
(19,205)
Deferred tax income/ (expense)
Net deferred tax assets/(liabilities)
(26,382)
Reflected in balance sheet as
follows:
Deferred tax assets
20
Deferred tax liabilities
(26,402)
Beginning balance
as of Jan. 1, 2014
(NT$’000)
Deferred tax
income
(expense)
recognized in
P/L
(NT$’000)
Deferred tax
income
(expense)
recognized in
OCI
(NT$’000)
Deferred tax
income
(expense)
recognized in
equity
(NT$’000)
Increase from
business
acquisition
(NT$’000)
Exchange
adjustment
(NT$’000)
Ending balance
as of Dec. 31,
2014
(NT$’000)
256
5,051
-
-
-
(33,026)
-
-
-
-
-
-
-
-
-
276
(2,146)
(52,231)
(26,382) 5,307 (33,026) - - - (54,101)
20 276
(26,402) (54,377)
  • E. Unrecognized deferred tax assets

As of December 31, 2015 and 2014, deferred tax assets that have not been recognized as they may not be used to offset future taxable income amounted to NT$1,078,696 thousand and NT$1,016,063 thousand, respectively.

  • F. The investments and capital additions of the Company and its subsidiary, Pegavision, are qualified as the investment on manufacture or technology service industry during the period from July 1, 2008 to December 31, 2009 and, therefore, entitled to a 5-year tax holidays/exemption enjoyed by the Group are listed as below.
Item
1
2
Approval authority
Ministry of
Economic Affairs
Ministry of
Economic Affairs
Approval document
No. 10005112010 issued at Aug. 25, 2011
No. 10005116950 issued at Dec. 27, 2011
Exemptionperiod
Jan. 1, 2013~
Dec. 31, 2017
Jan. 1, 2014~
Dec. 31, 2018

254

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

  • G. Unused balance of deductible net operating loss within the Group was listed as following.
Occurrence
year
Accumulated
net operating
loss
(NT$’000)
Unused balance
As of December 31,
2015
(NT$’000)
2014
(NT$’000)
-
27,445
98,751
126,986
98,751
154,431
Expiration
Year
2015
(NT$’000)
2011
2012
Total
95,522
135,158
-
98,751
2021
2022
98,751
  • H. Imputation credit information
Balances of imputation credit As of December 31, As of December 31,
2015
(NT$’000)
1,942,384
2014
(NT$’000)
1,431,359

The Company’s expected/actual creditable ratio for 2015 and 2014 were 15.18% and 13.34%. However, effective January 1, 2015, the creditable ratio for the individual shareholders residing in the Republic of China will be half of the original creditable ratio according to the revised Article 66-6 of the Income Tax Law.

  • I. The assessment of income tax return

As of December 31, 2015, the assessment status of income tax returns of the Company and subsidiaries were as follows:

The Company
Subsidiary - Pegavision Corporation
Subsidiary - Kinsus Investment Co., Ltd.
The assessment of income tax returns
Assessed and approved up to 2013
Assessed and approved up to 2013
Assessed and approved up to 2013
  • (26)Earnings per share

Basic earnings per share is calculated by dividing net profit for the year attributable to the common shareholders of the parent entity by the weighted average number of common shares outstanding during the year.

255

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

Diluted earnings per share are calculated by dividing the net profit attributable to ordinary equity holders of the parent entity by the weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that would be issued on conversion of all the dilutive potential ordinary shares into ordinary shares.

A. Basic earnings per share

Net income available to common shareholders
of the parent (in NT$’000)
Weighted average number of common shares
outstanding (in thousand shares)
Basic earnings per share (in NT$)
B. Diluted earnings per share
Net income available to common shareholders
of the parent (in NT$’000)
Net income available to common shareholders
of the parent after dilution (in NT$’000)
Weighted average number of common shares
outstanding (in thousand shares)
Effect of dilution:
Employee bonus – stock (in thousand shares)
Weighted average number of common shares
outstanding after dilution (in thousand
shares)
Diluted earnings per share (in NT$)
For theyear ended December 31, For theyear ended December 31,
2015 2014
2,903,952 3,617,327
445,822 446,000
$6.51 $8.11
2015 2014
2,903,952 3,617,327
2,903,952 3,617,327
445,822
9,611
446,000
7,305
455,433 453,305
6.38 7.98

No other transactions that would significantly change the outstanding common shares or potential common shares incurred during the period subsequent to reporting date and up to the approval date of financial statements.

256

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

(27)Subsidiary that has material non-controlling interests

Proportion of equity interest held by non-controlling interests:

As of
December 31,
Name
Country
2015
2014
PIOTEK HOLDINGS LTD.
and its subsidary
China
51.00%
51.00%
As of
December 31,
Accumulated balances of material
non-controlling interest:
2015
(NT$’000)
2014
(NT$’000)
PIOTEK HOLDINGS LTD. and its
subsidary
1,777,880
2,076,348
For the year ended
December 31,
Profit/(loss) allocated to material non-controlling interest:
2015
(NT$’000)
2014
(NT$’000)
PIOTEK HOLDINGS LTD. and its subsidary
(254,741)
(168,254)
As of
December 31,
Name
Country
2015
2014
PIOTEK HOLDINGS LTD.
and its subsidary
China
51.00%
51.00%
As of
December 31,
Accumulated balances of material
non-controlling interest:
2015
(NT$’000)
2014
(NT$’000)
PIOTEK HOLDINGS LTD. and its
subsidary
1,777,880
2,076,348
For the year ended
December 31,
Profit/(loss) allocated to material non-controlling interest:
2015
(NT$’000)
2014
(NT$’000)
PIOTEK HOLDINGS LTD. and its subsidary
(254,741)
(168,254)
As of
December 31,
Name
Country
2015
2014
PIOTEK HOLDINGS LTD.
and its subsidary
China
51.00%
51.00%
As of
December 31,
Accumulated balances of material
non-controlling interest:
2015
(NT$’000)
2014
(NT$’000)
PIOTEK HOLDINGS LTD. and its
subsidary
1,777,880
2,076,348
For the year ended
December 31,
Profit/(loss) allocated to material non-controlling interest:
2015
(NT$’000)
2014
(NT$’000)
PIOTEK HOLDINGS LTD. and its subsidary
(254,741)
(168,254)
2015
(NT$’000)
(254,741)
2014
(NT$’000)
(168,254)

The summarized financial information of this subsidiary is provided below. This information is based on amounts before inter-company eliminations.

Summarized information of profit or loss is as follows:

Operating revenue
Profit/loss from continuing operation
Total comprehensive income for the period
For theyear ended December 31, For theyear ended December 31,
2015
(NT$’000)
4,700,977
(520,173)
(609,370)
2014
(NT$’000)
5,675,578
(343,377)
(108,482)

257

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

Summarized information of financial position is as follows:

Current assets
Non-current assets
Current liabilities
Non-current liabilities
As of
December 31,
2015
(NT$’000)
2014
(NT$’000)
2,516,463
2,390,493
3,336,563
4,005,340
1,188,561
1,526,385
1,036,121
631,734
2015
(NT$’000)
2,516,463
3,336,563
1,188,561
1,036,121

Summarized cash flow information is as follows:

Operating activities
Investing activities
Financing activities
Net increase/(decrease) in cash and cash equivalents
For theyear ended Deceember 31, For theyear ended Deceember 31,
2015
(NT$’000)
2014
(NT$’000)
123,821
(171,773)
404,416
349,218
282,292
(124,952)
(613,554)
(427,630)

7. RELATED PARTY TRANSACTIONS

  • (1) Significant transactions with related parties

A. Sales to

Parent company
Other related parties
Total
For theyear ended December 31, For theyear ended December 31,
2015
(NT$’000)
2014
(NT$’000)
1,452,652
62,426
1,834,138
59,169
1,515,078 1,893,307

Selling prices and collection terms to related parties are similar to those to third party customers for the years ended December 31, 2015 and 2014. The collection terms are 30 to 60 days from the end of delivery month by telegraphic transfer.

  • B. For the years ended December 31, 2015 and 2014, the Group recognized travelling expenses of NT$340 thousand and NT$498 thousand, respectively, for commissioning other related parties to handle travelling logistics.

258

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

  • C. For the years ended December 31, 2015 and 2014, the Group recognized rent expenses of NT$50,460 thousand and NT$27,109 thousand, respectively, for plants leased from the Parent.

Moreover, for the years ended December 31, 2015 and 2014, the Group recognized rent expenses of NT$7,769 thousand and NT$19,338 thousand, respectively, for plants leased from other related parties.

In addition, for the years ended December 31, 2015 and 2014, the Group recognized rent expenses of NT$183 thousand and NT$2,757 thousand (tax included), respectively, for various facilities leased from the Parent.

  • D. For the years ended December 31, 2015 and 2014, the Group recognized operating expenses of NT$7,554 thousand and NT$6,486 thousand, respectively, for services provided by other related parties.

Moreover, for the years ended December 31, 2015 and 2014, the Group recognized operating expenses of NT$1,261 thousand and NT$753 thousand (tax included), respectively, for services provided by the Parent.

In addition, for the years ended December 31, 2015 and 2014, the Group incurred operating expenses of NT$91,965 thousand and NT$57,945 thousand (tax included), respectively, for utility bills paid by the Parent on behalf of the Group.

  • E. For the years ended December 31, 2015 and 2014, the Group recognized rent income of NT$7,243 thousand and NT$5,150 thousand, respectively, for plants leased to other related parties.

  • F. Accounts receivable - related parties

Parent company
Other related parties
Total
Less: allowance for doubtful
accounts
Net
As of December 31, As of December 31,
2015
(NT$’000)
227,150
21,759
248,909
-
248,909
2014
(NT$’000)
435,398
1,008
436,406
-
436,406

259

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

G. Salaries and rewards to key management of the Group

Short-term employee benefits
Post-employee benefits
Total
For theyear ended December 31, For theyear ended December 31,
2015
(NT$’000)
2014
(NT$’000)
90,101
819
88,704
838
90,920 89,542
  • H. Other receivables
I. Refundable deposits
J. Accrued expenses
Other related parties
Parent company
As of December 31,
2015
(NT$’000)
2,081
2015
(NT$’000)
5,700
Ultimate parent company
Other related parties
Total
As of December 31, As of December 31,
2015
(NT$’000)
22,971
1,607
24,578
2014
(NT$’000)
15,855
5,719
21,574

260

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

8. PLEDGED ASSETS

The following assets of the Group are pledged as collaterals:

Item Carrying Amount
As of December 31,
Carrying Amount
As of December 31,
Purpose
2015
(NT$’000)
2014
(NT$’000)
285,931
16,401
3,057
305,389
Property, plant and equipment -
machinery (carrying amount)
Property, plant and equipment –
other equipment (carrying
amount)
Refundable deposits
Total
332,913
13,400
-
Long-term
secured loans
Long-term
secured loans
Bonded factory
346,313

5.

9. SIGNIFICANT CONTINGENCIES AND UNRECOGNIZED CONTRACT COMMITMENTS

  • (1) The Group’s unused letters of credit (LC) as of December 31, 2015 were as follows:
Currency LC Amount(in thousand) LC Amount(in thousand) Security(in thousand)
JPY JPY 3,262,883 -
USD USD 7,160 -
Euro EUR 42 -
) Details of significant constructions in progress and outstanding contracts of property, plant
and equipment as of December 31, 2015 were as follows:
Outstanding
Contract Amount Amount Paid Balance
Nature of Contract (NT$’000) (NT$’000) (NT$’000)
Machinery and
contruction contracts 5,011,696 3,388,654 1,623,042
  • (2) Details of significant constructions in progress and outstanding contracts of property, plant and equipment as of December 31, 2015 were as follows:

10. SIGNIFICANT DISASTER LOSS

None

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11. SIGNIFICANT SUBSEQUENT EVENT

None

12. OTHERS

  • (1) Categories of financial instruments

Financial assets

Financial assets at fair value through
profit or loss:
Held for trading
Available-for-sale financial
assets
Loans and receivable
Cash and cash equivalents
(excluding cash on hand)
Bond investments with no active
market
Notes receivable
Accounts receivable
Accounts receivable - related
parties
Other receivable
Other receivable - related parties
Total
Financial liabilities
Financial liabilities measured at
amortized cost:
Short-term loans
As of December 31, As of December 31,
2015
(NT$’000)
2014
(NT$’000)

3,536,370
-
12,740,073
428,112
1,835
3,590,193
248,909
336,543
2,081
5,135,434
40,369
11,510,041
463,827
6,252
3,040,343
436,406
452,265
1,307
20,884,116 21,086,244

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Payables
Long-term loans (including
current portion)
Total
5,985,045
1,938,939
11,019,014
5,856,512
2,164,311
9,827,719

(2) Objectives and policies of financial risk management

The Group’s principal financial risk management objective is to manage the market risk, credit risk and liquidity risk related to its operating activates. The Group identifies, measures, and manages the aforementioned risks based on its policy and risk preferences.

The Group has established appropriate policies, procedures and internal controls for financial risk management. Before entering into significant transactions, due approval process by the Board of Directors and Audit Committee must be carried out based on related protocols and internal control procedures. The Group complies with its financial risk management policies at all times.

(3) Market risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of the changes in market prices. Market risk comprises currency risk, interest rate risk and other price risk (e.g. equity instruments).

In practice, it is rarely the case that a single risk variable will change independently from other risk variables. There are usually interdependencies between risk variables. However, the sensitivity analysis disclosed below does not take into account the interdependencies between risk variables.

Foreign currency risk

The Group’s exposure to foreign currency risk relates primarily to the Group’s operating activities (when revenue or expense are denominated in a different currency from the Group’s functional currency) and the Group’s net investments in foreign operations. The Group has certain foreign currency receivables denominated in the same foreign currency as certain foreign currency payables, therefore natural hedge is achieved. Thus, hedge accounting is not adopted.

The foreign currency sensitivity analysis of the possible change in foreign exchange rates on the Group’s profit (loss) and equity is performed on significant monetary items denominated in foreign currencies as of the end of the reporting period. The Group’s foreign currency risk is mainly related to the volatility in the exchange rates of US dollars. The sensitivity analysis

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is as follows:

If NT dollars appreciates/depreciates against US dollars by 1%, net income (loss) for the years ended December 31, 2015 and 2014 would increase/decrease by NT$11,442 thousand and NT$13,613 thousand, respectively.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Group’s exposure to interest rate risk relates primarily to the Group’s investments with variable interest rates and loans with fixed and variable interest rates, which are all categorized as loans and receivables.

The interest rate sensitivity analysis is performed on items exposed to interest rate risk as of the end of the reporting period and presumed to be held for one accounting year, including investments and loans with variable interest rates. If interest rate increases/decreases by 0.1%, the net income (loss) for the years ended December 31, 2015 and 2014 would decrease/increase by NT$7,383 thousand and decrease/increase by NT$1,320 thousand, respectively.

Equity price risk

The Group’s domestic listed equity securities are susceptible to market price risk arising from uncertainties about future values of the investment securities. The listed equity securities held by the Group is classified as available-for-sale. The Group manages the equity price risk through diversification and placing limits on individual and total equity instruments. Reports on equity portfolio are submitted to the Group’s senior management on a regular basis. The Group’s Board of Directors reviews and approves all equity investment decisions.

For available-for-sale listed equity securities, 1% decrease in their prices would impact on the Group’s equity by NT$0 thousand and NT$404 thousand for the years ended December 31, 2015 and 2014, respectively; and 1% increase in their prices would merely impact on the Group’s equity.

(4) Credit risk management

Credit risk is the risk that counterparty will not meet its obligations under a contract and result in a financial loss. The Group is exposed to credit risk from operating activities (primarily for accounts and notes receivable) and financing activities (primarily for bank deposits and other financial instruments).

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Customer credit risk is managed by each business unit subject to the Group’s established policy, procedures and control relating to customer credit risk management. Credit risk of all customers are assessed based on a comprehensive review of the customers’ financial status, credit ratings from credit institutions, past transactions, current economic conditions and the Group’s internal credit ratings. The Group also employs some credit enhancement instruments (e.g. prepayment or insurance) to reduce certain customers’ credit risk.

As of December 31, 2015 and 2014, receivables from the top ten customers were accounted for 51.71% and 45.65% of the Group’s total accounts receivable, respectively. The concentration of credit risk is relatively insignificant for the remaining receivables.

Credit risk from balances with banks, fixed-income securities and other financial instruments is managed by the Group’s finance division in accordance with the Group’s policy. The counterparties that the Group transacts with are determined by internal control procedures. They are banks with fine credit ratings and financial institutions, corporate and government agencies with investment-grade credit ratings. Thus, there is no significant default risk. Conclusively, no significant credit risk is expected by the Group.

(5) Liquidity risk management

The Group maintains financial flexibility through the use of cash and cash equivalents, highly-liquid marketable securities, bank loans, etc. The table below summarizes the maturity profile of the Group’s financial liabilities based on the contractual undiscounted payments and contractual maturity. The payment amount includes the contractual interest. The undiscounted interest payment relating to borrowings with variable interest rates is extrapolated based on the estimated yield curve as of the end of the reporting period.

Non-derivative financial instruments

As of December Less than
1 year
(NT$’000)
2 to 3 years
(NT$’000)
3 to 4 years
(NT$’000)
4 to 5 years
(NT$’000)
Less than
5 years
(NT$’000)
Total
(NT$’000)
31, 2015
3,734,453
831,211
228,215
252,199
117,342
5,163,420
5,985,045
-
-
-
5,985,045
31, 2014
3,290,131
694,452
63,266
5,495
$-
$4,053,344
5,856,512
-
-
-
5,856,512
Loans
Payables
As of December
Loans
Payables

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  • (6) Fair values of financial instruments

  • A. The evaluation methods and assumptions applied in determining the fair value

Fair value is the price that would be received to sell a financial asset or paid to transfer a financial liability in an orderly transaction between willing market participants (not under coercion or liquidation). The following methods and assumptions are used by the Group in estimating the fair values of financial assets and liabilities:

  • (a) The carrying amount of cash and cash equivalents, receivables, payables and other current liabilities approximate their fair value due to their short maturity terms.

  • (b) For financial assets and liabilities traded in an active market with standard terms and conditions, their fair value is determined based on market quotation price (e.g. listed stocks and bonds).

  • (c) Fair value of equity instruments without active markets (including listed companies’ shares from private placement, stocks of public companies not traded in an active market and unlisted stocks) are estimated using the market approach. Under the approach, factors, such as the trading prices of comparable equity instruments in an active market, and other relevant informations (i.e. discount due to lack of liquidity, stock price-to-earning ratio (PER) and price-to-book ratio (PBR) of similar companies) are input into the pricing model for its fair value.

  • B. Fair value of financial instruments measured at amortized cost

The carrying amount of the Group’s financial assets and liabilities measure at amortized cost approximates their fair value.

  • C. Fair value measurement hierarchy for financial instruments

Please refer to Note 12(7) for fair value measurement hierarchy for financial instruments of the Group.

  • (7) Fair value measurement hierarchy

  • A. Fair value measurement hierarchy

All asset and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy, based on the lowest level input that is significant to the fair value measurement as a whole. Level 1, 2 and 3 inputs are

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described as follows:

Level 1 – Quoted (unadjusted) market prices in active markets for identical assets or liabilities that the entity can access at the measurement date

Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly

Level 3 – Unobservable inputs for the asset or liability

For assets and liabilities that are recognized in the financial statements on a recurring basis, the Group determines whether transfers have occurred between Levels in the hierarchy by re-assessing categorization at the end of each reporting period.

B. Fair value measurement hierarchy of the Group’s assets and liabilities

The Group does not have assets that are measured at fair value on a non-recurring basis. Fair value measurement hierarchy of the Group’s assets and liabilities measured at fair value on a recurring basis is as follows:

As of December 31, 2015

Financial assets:
Financial assets at fair value through
profit or loss
Funds
Financial liabilities:
None
As of December 31, 2014
Financial assets:
Financial assets at fair value through
profit or loss
Funds
Available-for-sale financial assets
Stocks
Level 1
(NT$’000)
Level 2
(NT$’000)
Level 3
(NT$’000)
Total
(NT$’000)
3,536,370
Level 1
(NT$’000)
-
Level 2
(NT$’000)
-
Level 3
(NT$’000)
3,536,370
Total
(NT$’000)
5,135,434
-
40,369
-
-
-
5,135,434
40,369

267

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

Level 1
(NT$’000)
Level 2
(NT$’000)
Level 3
(NT$’000)
Total
(NT$’000)

Financial liabilities: None

Transfers between Level 1 and Level 2 during the period

For the years ended December 31, 2015 and 2014, there were no transfers between Level 1 and Level 2 fair value hierarchy.

  • (8) Significant financial assets and liabilities denominated in foreign currencies

Information regarding the Group’s significant financial assets and liabilities denominated in foreign currencies was listed below: (In Thousands)

As of December 31,

Foreign
Currencies
($’000)
Financial assets
Monetary items:
USD
139,277
CNY
93,723
Financial liabilities
Monetary items:
USD
166,990
CNY
118,755
2015 2014
Exchange
Rate
32.83
5.05
32.83
5.05
NTD
(NT$’000)
Foreign
Currencies
($’000)
Exchange
Rate
31.65
5.17
31.65
5.17
NTD
(NT$’000)
4,571,767
473,750
5,482,634
600,304
128,682
104,450
162,457
144,860
4,072,131
540,089
5,141,564
749,274

The above information is disclosed based on the carrying amount of foreign currency (after being converted to functional currency).

Foreign exchange gain/loss on monetary financial assets and liabilities is shown as below.

Foreign currency
resulting in exchange gain or loss
USD
Other
For theyear ended December 31, For theyear ended December 31,
2015
(NT$’000)
(360)
2,438
2014
(NT$’000)
(7,348)
17,081

268

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(9) Capital management

The primary objective of the Group’s capital management is to ensure that it maintains a strong credit rating and healthy capital ratios in order to support its business and maximize shareholder value. The Group manages and adjusts its capital structure in light of changes in economic conditions. To maintain or adjust the capital structure, the Group may adjust dividend payment to shareholders, return capital to shareholders or issue new shares.

13. ADDITIONAL DISCLOSURES

  • (1) Information on significant transactions

  • A. 1 Financing provided to others: None.

  • B. Endorsement/Guarantee provided to others: Please refer to attachment 1.

  • C. Marketable securities held as of December 31, 2015 (excluding investments in subsidiaries, associates and joint ventures): Please refer to attachment 2.

  • D. Individual securities acquired or disposed of with accumulated amount of at least NT$ 300 million or 20 percent of the paid-in capital for the year ended December 31, 2015: None.

  • E. Acquisition of individual real estate with amount of at least NT$300 million or 20 percent of the paid-in capital for the year ended December 31, 2015: Please refer to attachment 3.

  • F. Disposal of individual real estate with amount of at least NT$300 million or 20 percent of the paid-in capital for the year ended December 31, 2015: None.

  • G. Related party transactions with purchase or sales amount of at least NT$100 million or 20 percent of the paid-in capital for the year ended December 31, 2015: Please refer to attachment 4.

  • H. Receivables from related parties of at least NT$100 million or 20 percent of the paid-in capital as of Decemer 31, 2015: None.

  • I. Derivative instrument transactions: None.

  • J. Intercompany relationships and significant intercompany transactions for the year ended December 31, 2015: Please refer to attachment 9.

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  • (2) Information on investees

  • A. Investees over whom the Company exercises significant influence or control (excluding investees in Mainland China): Please refer to attachment 5.

  • B. Investees over which the Company exercises control shall be disclosed of information under Note 13(1):

    • (a) Financing provided to others: None.

    • (b) Endorsement/Guarantee provided to others: None.

    • (c) Marketable securities held as of December 31, 2015 (excluding investments in subsidiaries, associates and joint ventures): Please refer to attachment 6

    • (d) Individual securities acquired or disposed of with accumulated amount of at least NT$300 million or 20 percent of the paid-in capital for the year ended December 31, 2015: None.

    • (e) Acquisition of individual real estate with amount of at least NT$300 million or 20 percent of the paid-in capital for the year ended December 31, 2015: None.

    • (f) Disposal of individual real estate with amount of at least NT$300 million or 20 percent of the paid-in capital for the year ended December 31, 2015: None.

    • (g) Related party transactions with purchase or sales amount of at least NT$100 million or 20 percent of the paid-in capital for the year ended December 31, 2015: Please refer to attachment 7.

    • (h) Receivables from related parties of at least NT$100 million or 20 percent of the paid-in capital as of December 31, 2015: Please refer to attachment 8.

    • (i) Derivative instrument transactions: None.

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(3) Information on investments in Mainland China:

A. Name of investee in China, main business, paid-in capital, method of investment, investment flows, percentage of ownership, investment gain or loss, carrying amount at the end of reporting period, inward remittance of earning or loss and the upper limit on investment in China:

(In Thousands of New Taiwan Dollars)

Name of
Investee in
China
Main Business Paid-in
Capital
(NT$’000)
Method of
Investment
Accumulated
Outflow of
Investment from
Taiwan as of Jan.
1, 2014
(NT$’000)
Investment Flows Investment Flows Accumulate
d Outflow
of
Investment
from
Taiwan as
of
December
31, 2015
(NT$’000)
Profit/ Loss
of Investee
(NT$’000)
Percentage of
Ownership
(Direct or
Indirect
Investment)
Share of
Profit/Loss
(NT$’000)
Carrying
Amount as of
December 31,
2014
(NT$’000)
Accumulat
ed Inward
Remittance
of Earnings
as of Dec.
31, 2014
(NT$’000)
Accumulated
Outflow of
Investment from
Taiwan to
Mainland China
as of Dec. 31,
2014
(NT$’000)
Investment
Amounts
Authorized by
Investment
Commission,
MOEA
(NT$’000)
Upper Limit on
Investment in China
by Investment
Commission,
MOEA
(NT$’000)
Outflow
(NT$’000)
Inflow
(NT$’000)
Kinsus
Interconnect
Technology
Suzhou Corp.
Manufacturing
and selling
PCB (not
high-density
fine-line)
2,297,750
(Note 2)
(Note 1) 2,297,750
(Note 2)
- - 2,297,750
(Note 2)
(113,792)
(Note 2 and
Note 4)
100% (113,792)
(Note 2、
Note 4 and
Note 7)
1,092,219
(Note 2、
Note 4 and
Note 7)
- 2,297,750
(Note 2)
2,297,750
(Note 2)
No upper limit
(Note 5)

271

English Translation of Consolidated Financial Statements and Footnotes Originally Issued in Chinese

Kinsus Interconnect Technology Corp. Notes to Consolidated Financial Statements (Continued)

Piotek
Computer
(Suzhou) Co.,
Ltd.
Researching,
developing,
producing and
selling
electronic
components,
PCBs and
related
products and
providing
after-sale
services
5,471,928
(Note 2)
(Note 1) 3,093,888
(Note 2)
- - 3,093,888
(Note 2)
(544,556)
(Note 2 and
Note 4)
51% (277,724)
(Note 2、
Note 4 and
Note 7)
1,820,119
(Note 2、
Note 4
and
Note 7)
- 3,093,888
(Note 2)
3,093,888
(Note 2)
No upper limit
(Note 5)
Xiang-Shuo
(Suzhou)
Trading
Limited
Trading of PCB
(not
high-density
fine-line) and
material for
related
products
65,650
(Note 2)
(Note 1) 65,650
(Note 2)
- - 65,650
(Note 2)
3,219 (Note 2
and Note 4)
100% 3,219
(Note 2、
Note 4 and
Note 7)
69,621
(Note 2、
Note 4 and
Note 7)
- 65,650
(Note 2)
65,650
(Note 2)
No upper limit
(Note 5)
Pegavision
Contact Lenses
(Shanghai)
Corporation
Selling medical
equipment
65,062
(Note 3)
(Note 1) 10,598
(Note 2)
54,464 - $65,062 (16,263)
(Note 2 and
Note 4)
100% (16,263)
(Note 2、
Note 4 and
Note 7)
44,250
(Note 2、
Note 4 and
Note 7)
- 65,062 65,062 625,574
(Note 6)

272

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Note 1: Investment in Mainland China through companies in the third area.

Note 2: Amounts in foreign currencies are translated into New Taiwan dollars using the exchange rates on the balance sheet date.

Note 3: The paid-in capital is USD2,100 thousand, equivalent to NT$65,062 thousand.

Note 4: Gain/loss on investment is recognized based on the audited financial statements of the parent company in Taiwan.

Note 5: The Company meets the conditions of corporate operation headquarter in the Principle of Evaluation for Investment and Technical Cooperation in Mainland China. Thus, there is no upper

limit on investment amount.

Note 6: The upper limit on investment for Pegavision Contact Lenses (Shanghai) Corporation is calculated as 60% of Pegavision Corporation’s net equity.

Note 7: Transactions are eliminated upon preparation of consolidated financial statements.

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  • B. Significant transactions with investees in China:

  • (a) Purchase and balances of related accounts payable as of December 31, 2015: Please refer to attachment 9 for details.

  • (b) Sale and balance of related accounts receivable as of December 31, 2015: Please refer to attachment 9 for details.

  • (c) Property transaction amounts and resulting gain or loss:

    • a. Details of property transaction between Piotek Computer (Suzhou) Co., Ltd. and related partiesas follow:
Type of
Assets
Other
equipment
Related Parties Book value
($’000)
Selling price
($’000)
RMB 329
Gain
($’000)
Price reference
Kinsus Interconnect
Technology Suzhou
RMB 318 RMB 11 Negotiated
  • (d) Ending balance of endorsements/guarantees or collateral provided and the purposes: Please refer to attachment 1.

  • (e) Maximum balance, ending balance, interest rate range and total interest for current period from financing provided to others: None.

  • (f) Transactions that have significant impact on profit or loss of current period or the financial position, such as services provided or rendered: Please refer to attachment 9 for details.

  • (g) Above transactions are eliminated upon preparation of consolidated financial statements. Please refer to attachment 9 for details.

14. OPERATING SEGMENT

For management purposes, the Group is organized into operating segments based on different products and services and has two reportable operating segments as follows:

IC Substrate: This segment produces and manufactures BGA substrates and sells the products to manufacturers of electronic products.

Printed Circuit Board (PCB): This segment produces and manufactures PCBs and sells the products to manufacturers of electronic products.

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No operating segments have been aggregated to form the above reportable operating segments.

The Group’s operating segments adopts the same accounting policies as the ones in Note 4. Management monitors the operating results of its business units separately for the purpose of decision-making on resource allocation and performance assessment. Segment performance is evaluated based on operating profit or loss and measured consistently with methods applied to operating profit or loss in the consolidated financial statements.

(1)

(1)Segment income (loss), assets and liabilities

For the year ended December 31, 2015

External customer
Inter-segment
Total revenue
Segment income (loss)
IC Substrate
(NT$’000)
PCB
(NT$’000)
Elimination
(NT$’000)
Consolidated
(NT$’000)
17,820,429
-
5,240,882
-
-
-
23,061,311
-
17,820,429 5,240,882 - 23,061,311
3,179,452 (449,926) - 2,729,526

For the year ended December 31, 2014

External customer
Inter-segment
Total revenue
Segment income (loss)
IC Substrate
(NT$’000)
PCB
(NT$’000)
Elimination
(NT$’000)
Consolidated
(NT$’000)
19,285,334
-
5,658,500
-
-
-
24,943,834
-
19,285,334 5,658,500 - 24,943,834
3,778,380 (288,147) - 3,490,233

Details of assets and liabilities under the Group’s operating segments are as follows:

Segment assets
As of Dec. 31, 2015
As of Dec. 31, 2014
IC Substrate
(NT$’000)
PCB
(NT$’000)
Elimination
(NT$’000)
Consolidated
(NT$’000)
35,118,866 7,519,866 - 42,638,732
33,202,296 7,849,378 - 41,051,674

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Segment liabilities
As of Dec. 31, 2015
As of Dec. 31, 2014
IC Substrate
(NT$’000)
9,012,667
8,371,561
PCB
(NT$’000)
Elimination
(NT$’000)
Consolidated
(NT$’000)
2,798,264 - 11,810,931
2,627,339 - 10,998,900

(2)Geographical information

Revenues from external customers

Taiwan
Other countries
Total
For theyear ended December 31, For theyear ended December 31,
2015
(NT$’000)
2014
(NT$’000)
9,184,614
13,876,697
10,924,071
14,019,763
23,061,311 24,943,834

Note: The revenue information above is based on the location of the customers. A.

Non-current assets

Taiwan
U.S.A
China
Japan
Total
As of December 31, As of December 31,
2015
(NT$’000)
13,829,327
243
5,337,759
35
19,167,364
2014
(NT$’000)
11,246,007
251
6,334,148
-
17,580,406

(3)Information about major customers

Customer A from IC Substrate
Customer B from IC Substrate
Total
For theyear ended December 31, For theyear ended December 31,
2015
(NT$’000)
1,435,632
1,363,364
2,798,996
2014
(NT$’000)
1,898,187
2,258,344
4,156,531

276

English Translation of Consolidated Financial Statements Originally Issued in Chinese Kinsus Interconnect Technology Corp. and Subsidiaries Endorsement/Guarantee Provided to Others

For the Year Ended December 31, 2015

Table 1

(In Thousands of Foreign Currency / New Taiwan Dollars)

Endorsement/
Guarantee Provider
Endorsement/
Guarantee Provider
Guaranteed Party Guaranteed Party Limits on Endorsement/ Guarantee Amount
Provided to Each Guaranteed Party
Maximum
Balance for the
Period
EndingBalance Amount
ActuallyDrawn
Amount of
Endorsement/
Guarantee
secured by
Properties
Ratio of
Accumulated
Endorsement/
Guarantee to Net
Worth per Latest
Financial Statements
Maximum
Endorsement/
Guarantee
Amount
Allowed
Endorsement
provided by
parent company
to subsidiaries
Endorsement
provided by
subsidiaries to
parent company
Endorsement
provided to
entities in
China
No.
(Note 1)
Name Name Nature of
Relationship
0
0
Kinsus
Interconnect
Technology
Corp.
Kinsus
Interconnect
Technology
Corp.
Kinsus
Interconnect
Technology
Suzhou Corp.
Piotek Computer
(Suzhou) Co.,
Ltd.
Investee
accounted for
using equity
method indirectly
Investee
accounted for
using equity
method indirectly
The overall amount of guarantees/
endorsements provided to a subsidiary in
which the Company holds directly over 50%
(inclusive) of common equity interest shall
not exceed 20% of the net worth in the
current financial statements. $5,678,227
The overall amount of guarantees/
endorsements provided to a subsidiary in
which the Company holds directly over 50%
(inclusive) of common equity interest shall
not exceed 20% of the net worth in the
current financial statements. $5,678,227
$4,595,500
(USD 140,000)
(Note 2)
$2,762,224
(USD 84,150)
(Note 2)
$3,118,375
(USD 95,000)
(Note 2)
$1,004,445
(USD 30,600)
(Note 2)
$1,359,586
$502,223
$-
$-
10.98%
3.54%
$14,195,568
$14,195,568
Shall not exceed
50% of the net
worth in the
current financial
statements.
Shall not exceed
50% of the net
worth in the
current financial
statements.
Y
Y
N
N
Y
Y

Note 1: Kinsus Interconnect Technology Corp. is coded "0".

Note 2: Amounts in foreign currencies are converted to New Taiwan Dollars using the exchange rates as of the balance sheet date.

277

English Translation of Consolidated Financial Statements Originally Issued in Chinese

Kinsus Interconnect Technology Corp. and Subsidiaries

Marketable Securities Held as of December 31, 2015

Table 2

(In Thousands of New Taiwan Dollars)

Name of Held Company Type and Name of Marketable Securities Relationship with
the Issuer
Financial Statement Account December31,2014 December31,2014 December31,2014 Note
Shares / Units Carrying
Amount
Shareholding% Fair Value
(Note)
Kinsus Interconnect
Technology Corp.
Money market funds:
Capital Money Market Fund
Yuanta De-Bao Money Market Fund
Yuanta Wan Tai Money Market Fund
Fuh Hwa Money Market Fund
Taishin Ta Chong Money Market Fund
Taishin 1699 Money Market Fund
FSITC Money Market Fund
Mega Diamond Money Market Fund
Jih Sun Money Market
Union Money Market Fund
UPAMC James Bond Fund
Subtotal
Add: Valuation adjustments of financial
assets held for trading
Total
-
-
-
-
-
-
-
-
-
-
-
Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss
32,783,435
13,551,601
31,765,626
4,066,994
18,812,748
30,522,218
1,168,258
41,465,474
31,315,952
15,838,553
15,322,946
$510,667
157,637
458,515
56,495
255,796
400,000
200,000
500,000
450,000
203,448
250,000
3,442,558
82,184
$3,524,742
-%
-%
-%
-%
-%
-%
-%
-%
-%
-%
-%
$522,365
160,894
475,420
58,088
263,858
407,673
205,771
513,214
457,886
206,617
252,956
$3,524,742

Note: Companies without quotes in the open markets are valued at net equities.

278

English Translation of Consolidated Financial Statements Originally Issued in Chinese

Kinsus Interconnect Technology Corp. and Subsidiaries

Acquisition of Individual Real Estate with Amount of at Least NT$ 300 million or 20% of the Paid-in Capital

For the Year Ended December 31, 2015

Table 3

(In Thousands of New Taiwan Dollars)

Acquiring
Company
Name of Property Transaction
Date
Transaction
Amount
Payment Status Counter-
party
Relationship Prior Transaction of Related Counter-party Prior Transaction of Related Counter-party Prior Transaction of Related Counter-party Prior Transaction of Related Counter-party Price
Reference
Purpose and Use
of Acquisition
Other
Terms
Owner Relationship
with the
Company
Transfer
Date
Amount
Kinsus
Interconnect
Technology
Corp.
Houses and buildings
Construction of
XinFeng Plant
2015.03.24 $486,186 NT$ 405,860
thousand was
paid as of
December 31,
2015
Guo-Gong
Construction
Co., Ltd.
None None None None None Bidding Production
expansion and
operation
planning
None

279

English Translation of Consolidated Financial Statements Originally Issued in Chinese

Kinsus Interconnect Technology Corp. and Subsidiaries

Related Party Transactions with Purchase or Sales Amount of At least NT$ 100 Million or 20% of the Paid-in Capital

For the Year Ended December 31, 2015

Table 4

Table 4 Table 4 Table 4 Table 4 Table 4 Table 4 Table 4 Table 4 Table 4
(In Thousands of New Taiwan Dollars)
CompanyName Related Party Nature of
Relationship
Transaction Details Abnormal Transaction Notes/ Accounts Payable or
Receivable
Note
Purchase/
Sale
Amount % to
Total
Payment/
Collection Term
Unit Price Payment/
Collection
Term
EndingBalance % to Total
Kinsus
Interconnect
Technology Corp.
Kinsus Interconnect
Technology Suzhou
Corp.
Investee
accounted for
using equity
method indirectly
Purchase $1,795,044 27.06% Payment within 60
days from the end
of delivery month
Specs of goods
purchased are
different from
others. Cannot be
reasonablely
compared.
Other vendors
also enjoy
payment within
60 days from
the end of
delivery month
Accounts payable
$(413,130)
(27.95)% Note

Note: Transactions are eliminated when preparing the consolidated financial statements.

280

English Translation of Consolidated Financial Statements Originally Issued in Chinese

Kinsus Interconnect Technology Corp. and Subsidiaries

Investees over Which the Company Exercise Significant Influence or Control Directly or Indirectly (Excluding Investees in Mainland China)

As of December 31, 2015

Table 5

(In Thousands of Foreign Currency / New Taiwan Dollars)

Investor Investee Business Location Main Business and
Product
Original Investment Amount Original Investment Amount Balance as of December Balance as of December 31,2015 $1,776
$(371,975)
$44,413
$127,110
USD(3,369)
USD(16,392)
USD(16,401)
USD 196
$(16,293)
$42
Net Income
(Loss) of the
Investee
Share of Income
(Loss) of the
Investee
Note
December
31,2014
December 31,
2015
Shares % CarryingValue
Kinsus Investment
Co., Ltd.
KINSUS HOLDING
(SAMOA) LIMITED
KINSUS HOLDING
(SAMOA) LIMITED
PIOTEK HOLDINGS
LTD. (CAYMAN)
PIOTEK HOLDING
LIMITED
Pegavision Corporation
Pegavision Corporation
Kinsus Interconnect
Technology Corp.
Kinsus Interconnect
Technology Corp.
Kinsus Interconnect
Technology Corp.
KINSUS CORP. (USA)
CA. U.S.A.
KINSUS HOLDING
Samoa
(SAMOA) LIMITED
Kinsus Investment Co., Ltd.
Taoyuan City
Pegavision Corporation
Taoyuan City
KINSUS HOLDING
Cayman Islands
(CAYMAN) LIMITED
PIOTEK HOLDINGS
Cayman Islands
LTD. (CAYMAN)
PIOTEK HOLDING
British Virgin
LIMITED
Islands
PIOTEK (H.K.)
Hong Kong
TRADING LIMITED
PEGAVISION HOLDINGS
Samoa
CORPORATION
PEGAVISION JAPAN
JAPAN
Investing activities
Investing activities
Manufacturing medical
equipment
Investing activities
Investing activities
Investing activities
Trading activities
Investing activities
Selling Medical
facility
Designing substrates,
formulating marketing
strategy analysis,
developing new
customers, researching
and development new
product technology
USD500
USD166,309
$398,000
(Note1)
$286,418
USD72,000
USD94,309
USD139,841
USD26
USD380
JPY-
USD500
USD166,309
$398,000
(Note1)
$286,418
USD72,000
USD94,309
USD139,841

USD26
USD2,130
JPY 9,900
500,000 shares
166,308,720 shares
39,800,000 shares
22,088,736 shares
72,000,000 shares
95,755,000 shares
139,840,790 shares
200,000 shares
2,130,000 shares
198 shares
100.00%
100.00%
100.00%
36.81%
100.00%
51.00%
100.00%
100.00%
100.00%
100.00%
$33,462
$3,011,949
$566,385
$383,837
USD 35,385
USD 56,373
USD 110,535
USD 1,777
$37,229
$2,744
$1,776
$(371,975)
$44,413
$46,795
USD(3,369)
USD(8,360)
USD(16,401)
USD 196
$(16,293)
$-
Note
Note
Note
Note
Note
Note
Note
Note
Note

Note

Note: Transactions are eliminated when preparing the consolidated financial statements.

Note 1: The Company's original investment in Kinsus Investment Co., Ltd. was NT$ 500,000 thousand. Kinsus Investment Co., Ltd. reduced capital by NT$ 102,000 thousand to offset deficits in 2013. After the reduction, investment amount reduced to NT$ 398,000 thousand.

281

English Translation of Consolidated Financial Statements Originally Issued in Chinese

Kinsus Interconnect Technology Corp. and Subsidiaries

Marketable Securities Held as of December 31, 2015 (Excluding Investments in Subsidiaries, Associates and Jointly Controlled Entities)

As of December 31, 2015

Table 6

Table 6 Table 6 Table 6 Table 6
(In Thousands of New Taiwan Dollars)
Name of Held Company Type and Name of Marketable
Securities
Relationship with the
Issuer
Financial Statement
Account
December 31,2015 Guarantee, Pledge or Other
Restricted Conditions
Shares(Unit) Carrying
Amount
% Fair Value
(Net Equity)
Shares Carrying
Amount
Note
Kinsus Investment Co., Ltd.
Kinsus Investment Co., Ltd.
Money market funds:
Taishin Ta Chong Money Market Fund
Valuation adjustments of financial
assets held for trading
Total
Stocks:
Yi-Shuo Creative Co., Ltd.
-
-
Financial assets carried
at cost
Financial assets at fair
value through profit or
loss
829,070
5,000,000
$11,315
313
$11,628
$50,000
-%
7.49%
$11,628
$-
-
-
$-
$-

Note: No quotes in active markets and fair values cannot be measured reliably.

282

English Translation of Consolidated Financial Statements Originally Issued in Chinese

Kinsus Interconnect Technology Corp. and Subsidiaries

Related Party Transactions with Purchase or Sales Amount of At least NT$ 100 Million or 20% of the Paid-in Capital

For the Year Ended December 31, 2015

Table 7

(In Thousands of US Dollars)

CompanyName Related Party Nature of
Relationship
Transaction Details Transaction Details Transaction Details Transaction Details Abnormal Transaction Abnormal Transaction Notes/Accounts Payable or
Receivable
Notes/Accounts Payable or
Receivable
Note
Purchase/
Sale
Amount % to
Total
Payment/ Collection
Term
Unit Price Payment/
Collection Term
EndingBalance % to Total
Piotek Computer
(Suzhou) Co., Ltd.
Piotek Computer
(Suzhou) Co., Ltd.
Xiang-Shuo (Suzhou)
Trading Limited
Piotek Computer
(Suzhou) Co., Ltd.
Piotek (H.K.) Trading
Limited
Xiang-Shuo (Suzhou)
Trading Limited
Piotek Computer
(Suzhou) Co., Ltd.
Kinsus Interconnect
Technology Suzhou
Corp.
Pegatron Corporation
Xiang-Shuo (Suzhou)
Trading Limited
Piotek Computer
(Suzhou) Co., Ltd.
Piotek (H.K.) Trading
Limited
Piotek Computer
(Suzhou) Co., Ltd.
Piotek Computer
(Suzhou) Co., Ltd.
Xiang-Shuo (Suzhou)
Trading Limited
Kinsus Interconnect
Technology Corp.
Parent company
Parent company
Also a subsidiary
under the
Company's control
Also a subsidiary
under the
Company's control
Also a subsidiary
under the
Company's control
Also a subsidiary
under the
Company's control
Also a subsidiary
under the
Company's control
Also a subsidiary
under the
Company's control
Sales
Sales
Purchase
Sales
Purchase
Sales
Purchase
Sales
USD 45,802
USD 13,064
USD 13,064
USD 22,666
USD 22,666
RMB 27,693
RMB 27,693
USD 57,138
36.90%
10.53%
73.26%
18.26%
100.00%
24.66%
5.73%
100.00%
Payment within 60
days from the end of
delivery month
Payment within 60
days from the end of
delivery month
Payment within 60
days from the end of
delivery month
Payment within 60
days from the end of
delivery month
Payment within 60
days from the end of
delivery month
Payment within 60
days from the end of
delivery month
Payment within 60
days from the end of
delivery month
Payment within 60
days from the end of
delivery month
Specs of goods sold are
different from others.
Cannot be reasonably
Specs of goods sold are
different from others.
Cannot be reasonably
compared
Specs of goods sold are
different from others.
Cannot be reasonably
d
Specs of goods sold are
different from others.
Cannot be reasonably
d
Specs of goods sold are
different from others.
Cannot be reasonably
compared
Specs of goods sold are
different from others.
Cannot be reasonably
d
Specs of goods sold are
different from others.
Cannot be reasonably
Specs of goods sold are
different from others.
Cannot be reasonably
No non-related
parties to be
compared with.
No non-related
parties to be
compared with.
No non-related
parties to be
compared with.
No non-related
parties to be
compared with.
No non-related
parties to be
compared with.
No non-related
parties to be
compared with.
No non-related
parties to be
compared with.
No non-related
parties to be
compared with.
Accounts receivable
USD 6,920
Accounts receivable
USD 1,176
Accounts payable
USD (1,176)
Accounts receivable
USD 4,277
Accounts payable
USD (4,277)
Accounts receivable
RMB 5,407
Accounts payable
RMB (5,407)
Accounts receivable
USD 12,695
27.65%
4.70%
(36.80)%
17.09%
(100.00)%
37.83%
(3.81)%
100.00%
Note
Note
Note
Note
Note
Note
Note

Note: Transactions are eliminated when preparing the consolidated financial statements.

283

English Translation of Consolidated Financial Statements Originally Issued in Chinese

Kinsus Interconnect Technology Corp. and Subsidiaries

Receivables from Related Parties of at Least NT$ 100 Million or 20% of the Paid-in Capital

As of December 31, 2015

Table 8

(In Thousands of US Dollars)

CompanyName Related Party Nature of
Relationship
EndingBalance Turnover
Ratio
Overdue Overdue Amount Received in
Subsequent Periods
Allowance for
Doubtful Debts
Amount Action
Taken
Piotek Computer
(Suzhou) Co., Ltd.
Kinsus Interconnect
Technology Suzhou
Corp.
Piotek Computer
(Suzhou) Co., Ltd.
Pegatron Corporation
Kinsus Interconnect
Technology Corp.
Piotek (H.K.) Trading
Limited
Parent company
Parent company
Also a subsidiary
under the
Company's control
USD 6,920
(Note)
USD 4,277
(Note and Note 1)
USD 12,695
(Note and Note 1)
4.43
4.10
5.49
$-
$-
$-
-
-
-
$-
$-
$-
$-
$-
$-

Note: Accounts receivable

Note 1: Transactions are eliminated when preparing the consolidated financial statements.

284

English Translation of Consolidated Financial Statements Originally Issued in Chinese

Kinsus Interconnect Technology Corp. and Subsidiaries

Table 9

Intercompany Relationships and Significant Intercompany Transactions for the Year Ended December 31, 2015

Table 9 Table 9 Table 9 Table 9
(In Thousands of Foreign Currency/ New Taiwan Dollars)
No.
(Note 1)
CompanyName Counter-Party Nature of
Relationship
(Note 2)
IntercompanyTransaction
Financial Statement
Account
Amount Terms ~~Percentage to~~
Consolidated Net
Revenue or Total
Assets(Note 3)
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
1
1
1
1
1
1
1
2
2
2
2
2
4
Year 2015
Kinsus Interconnect Technology Corp.
Kinsus Interconnect Technology Corp.
Kinsus Interconnect Technology Corp.
Kinsus Interconnect Technology Corp.
Kinsus Interconnect Technology Corp.
Kinsus Interconnect Technology Corp.
Kinsus Interconnect Technology Corp.
Kinsus Interconnect Technology Corp.
Kinsus Interconnect Technology Corp.
Kinsus Interconnect Technology Corp.
Kinsus Interconnect Technology Corp.
Kinsus Interconnect Technology Corp.
Kinsus Interconnect Technology Corp.
Kinsus Interconnect Technology Corp.
Kinsus Interconnect Technology Corp.
Kinsus Interconnect Technology Corp.
Kinsus Interconnect Technology Corp.
Piotek Computer (Suzhou) Co., Ltd.
Piotek Computer (Suzhou) Co., Ltd.
Piotek Computer (Suzhou) Co., Ltd.
Piotek Computer (Suzhou) Co., Ltd.
Piotek Computer (Suzhou) Co., Ltd.
Piotek Computer (Suzhou) Co., Ltd.
Piotek Computer (Suzhou) Co., Ltd.
Xiang-Shuo (Suzhou) Trading Limited
Xiang-Shuo (Suzhou) Trading Limited
Xiang-Shuo (Suzhou) Trading Limited
Xiang-Shuo (Suzhou) Trading Limited
Xiang-Shuo (Suzhou) Trading Limited
PIOTEK (H.K.) TRADING LIMITED
Xiang-Shuo (Suzhou) Trading Limited
Xiang-Shuo (Suzhou) Trading Limited
KINSUS CORP. (USA)
Kinsus Interconnect Technology Suzhou Corp.
Kinsus Interconnect Technology Suzhou Corp.
Piotek Computer (Suzhou) Co., Ltd.
Piotek Computer (Suzhou) Co., Ltd.
Kinsus Interconnect Technology Suzhou Corp.
Kinsus Interconnect Technology Suzhou Corp.
Piotek Computer (Suzhou) Co., Ltd.
KINSUS CORP. (USA)
KINSUS CORP. (USA)
Kinsus Interconnect Technology Suzhou Corp.
Kinsus Interconnect Technology Suzhou Corp.
Kinsus Interconnect Technology Suzhou Corp.
Piotek Computer (Suzhou) Co., Ltd.
PIOTEK (H.K.) TRADING LIMITED
PIOTEK (H.K.) TRADING LIMITED
PIOTEK (H.K.) TRADING LIMITED
Xiang-Shuo (Suzhou) Trading Limited
Xiang-Shuo (Suzhou) Trading Limited
Kinsus Interconnect Technology Suzhou Corp.
Kinsus Interconnect Technology Suzhou Corp.
Kinsus Interconnect Technology Suzhou Corp.
Piotek Computer (Suzhou) Co., Ltd.
Piotek Computer (Suzhou) Co., Ltd.
Piotek Computer (Suzhou) Co., Ltd.
Kinsus Interconnect Technology Suzhou Corp.
Kinsus Interconnect Technology Suzhou Corp.
KINSUS CORP. (USA)
1
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
Other receivables
Sales revenue
Accrued expense
Accrued expense
Accounts payable
Accounts payable
Other receivables
Other receivables
Purchase
Purchase
Commission expense
Travel expense
Manufacturing -
processing
Sales revenue
Other income
Other income
Other income
Sales revenue
Accounts receivable
Accounts receivable
Sales revenue
Other income
Other receivables
Purchase
Accounts receivable
Other receivables
Sales revenue
Sales revenue
Accounts receivable
Commission expense
$817
$827
$3,397
$1,034
$413,130
$15,747
$2,191
$4,481
$1,795,044
$50,100
$40,798
$64
$15,350
$5,995
$10,925
$4,343
$3,253
USD 22,666
USD 4,277
USD 1,176
USD 13,064
USD 254
USD 86
USD 6
RMB 5,407
RMB 56
RMB 27,693
RMB 3,076
RMB 675
USD 132
Payment within 60 days from the
end of delivery month
Payment within 30 days from the
end of delivery month by TT
Payment within 30 days from the
end of delivery month by TT
Payment within 60 days from the
end of delivery month by TT
Payment within 60 days from the
end of delivery month by TT
-
-
Payment within 60 days from the
end of delivery month by TT
Payment within 60 days from the
end of delivery month by TT
Payment within 60 days from the
end of delivery month by TT
-
Payment within 60 days from the
end of delivery month by TT
Payment within 60 days from the
end of delivery month by TT
-
-
-
Payment within 60~90 days from
the end of delivery month
Payment within 60~90 days from
the end of delivery month
Payment within 60 days from the
end of delivery month
Payment within 60 days from the
end of delivery month
Payment within 60~90 days from
the end of delivery month
Payment within 60~90 days from
the end of delivery month
Payment within 60~90 days from
the end of delivery month
Payment within 60 days from the
end of delivery month
Payment within 60 days from the
end of delivery month
Payment within 60 days from the
end of delivery month
Payment within 60 days from the
end of delivery month
Payment within 60 days from the
end of delivery month
Payment within 60 days from the
end of delivery month
-%
-%
0.01%
-%
0.97%
0.04%
-%
0.01%
7.78%
0.22%
0.18%
-%
0.07%
0.03%
0.05%
0.02%
0.01%
3.23%
0.33%
0.09%
1.86%
0.04%
0.01%
-%
0.06%
-%
0.61%
0.07%
0.01%
0.02%

Note 1: Transaction information between Parent company and its subsidiaries should be disclosed by codes below:

(1) Parent company is coded "0".

(2) The subsidiaries are coded from "1" in the order presented in the table above.

Note 2: Relationship are divided into the following three types and the types are required to be indicated:

(1) From the parent company to a subsidiary.

(2) From a subsidiary to the parent company.

(3) Between subsidiaries.

Note 3: Regarding the percentage of transaction amount to consolidated operating revenues or total assets, it is computed based on the ending balance to consolidated total assets for balance sheet items; and based on interim accumulated amount to consolidated net revenue for income statement items.

285

English Translation of Consolidated Financial Statements Originally Issued in Chinese

Kinsus Interconnect Technology Corp. and Subsidiaries

Intercompany Relationships and Significant Intercompany Transactions for the Year Ended December 31, 2015

Table 9

Table 9 Table 9 Table 9 Table 9
(In Thousands of Foreign Currency/ New Taiwan Dollars)
No.
(Note 1)
CompanyName Counter-Party Nature of
Relationship
(Note 2)
IntercompanyTransaction
Financial Statement
Account
Amount Terms Percentage to
Consolidated Net
Revenue or Total
Assets(Note 3)
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
1
1
1
1
2
2
2
2
2
3
3
4
Year 2014
Kinsus Interconnect Technology Corp.
Kinsus Interconnect Technology Corp.
Kinsus Interconnect Technology Corp.
Kinsus Interconnect Technology Corp.
Kinsus Interconnect Technology Corp.
Kinsus Interconnect Technology Corp.
Kinsus Interconnect Technology Corp.
Kinsus Interconnect Technology Corp.
Kinsus Interconnect Technology Corp.
Kinsus Interconnect Technology Corp.
Kinsus Interconnect Technology Corp.
Kinsus Interconnect Technology Corp.
Kinsus Interconnect Technology Corp.
Kinsus Interconnect Technology Corp.
Kinsus Interconnect Technology Corp.
Kinsus Interconnect Technology Corp.
Piotek Computer (Suzhou) Co., Ltd.
Piotek Computer (Suzhou) Co., Ltd.
Piotek Computer (Suzhou) Co., Ltd.
Piotek Computer (Suzhou) Co., Ltd.
Xiang-Shuo (Suzhou) Trading Limited
Xiang-Shuo (Suzhou) Trading Limited
Xiang-Shuo (Suzhou) Trading Limited
Xiang-Shuo (Suzhou) Trading Limited
Xiang-Shuo (Suzhou) Trading Limited
Kinsus Interconnect Technology Suzhou
Corp.
Kinsus Interconnect Technology Suzhou
Corp.
PIOTEK (H.K.) TRADING LIMITED
KINSUS CORP. (USA)
Kinsus Interconnect Technology Suzhou Corp.
Kinsus Interconnect Technology Suzhou Corp.
Xiang-Shuo (Suzhou) Trading Limited
Piotek Computer (Suzhou) Co., Ltd.
Kinsus Interconnect Technology Suzhou Corp.
Kinsus Interconnect Technology Suzhou Corp.
KINSUS CORP. (USA)
KINSUS CORP. (USA)
Kinsus Interconnect Technology Suzhou Corp.
Kinsus Interconnect Technology Suzhou Corp.
Kinsus Interconnect Technology Suzhou Corp.
Kinsus Interconnect Technology Suzhou Corp.
Piotek Computer (Suzhou) Co., Ltd.
Xiang-Shuo (Suzhou) Trading Limited
PIOTEK (H.K.) TRADING LIMITED
PIOTEK (H.K.) TRADING LIMITED
PIOTEK (H.K.) TRADING LIMITED
Xiang-Shuo (Suzhou) Trading Limited
Xiang-Shuo (Suzhou) Trading Limited
Piotek Computer (Suzhou) Co., Ltd.
Piotek Computer (Suzhou) Co., Ltd.
Piotek Computer (Suzhou) Co., Ltd.
Kinsus Interconnect Technology Suzhou Corp.
Kinsus Interconnect Technology Suzhou Corp.
Piotek Computer (Suzhou) Co., Ltd.
Piotek Computer (Suzhou) Co., Ltd.
KINSUS CORP. (USA)
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
Accrued expense
Accrued expense
Accounts payable
Sales revenue
Other receivables
Other receivables
Purchase
Commission expense
Travel expense
Manufacturing -
processing
R&D - testing
Sales revenue
Other income
Other income
Other income
Other income
Sales revenue
Accounts receivable
Accounts receivable
Sales revenue
Accounts receivable
Other receivables
Sales revenue
Sales revenue
Accounts receivable
Accounts receivable
Other income
Commission expense
$3,387
$9,318
$247,315
$1,484
$8,210
$987
$1,526,521
$36,895
$47
$51,319
$152
$3,419
$490
$1,610
$45
$3,845
USD30,268
USD6,770
USD1,491
USD19,059
RMB3,889
RMB24
RMB24,544
RMB4,439
RMB649
RMB2
RMB16
USD88
Payment within 30 days from the
end of delivery month by TT
Payment within 30 days from the
end of delivery month by TT
Payment within 60 days from the
end of delivery month by TT
Payment within 30~60 days from
the end of delivery month
-
-
Payment within 60 days from the
end of delivery month by TT
Payment within 60 days from the
end of delivery month by TT
-
Payment within 60 days from the
end of delivery month by TT
Payment within 60 days from the
end of delivery month by TT
Payment within 60 days from the
end of delivery month by TT
-
-
-
-
Payment within 60~90 days from
the end of delivery month
Payment within 60~90 days from
the end of delivery month
Payment within 60 days from the
end of delivery month
Payment within 60 days from the
end of delivery month
Payment within 60 days from the
end of delivery month
Payment within 60 days from the
end of delivery month
Payment within 60 days from the
end of delivery month
Payment within 60 days from the
end of delivery month
Payment within 60 days from the
end of delivery month
Payment within 60 days from the
end of delivery month
Payment within 60 days from the
end of delivery month
Payment within 60 days from the
end of delivery month
0.01%
0.02%
0.60%
0.01%
0.02%
0.00%
6.12%
0.15%
-%
0.21%
-%
0.01%
-%
-%
-%
0.02%
3.84%
0.52%
0.11%
2.42%
0.05%
-%
0.51%
0.09%
0.01%
-%
-%
0.01%

Note 1: Transaction information between Parent company and its subsidiaries should be disclosed by codes below:

(1) Parent company is coded "0".

(2) The subsidiaries are coded from "1" in the order presented in the table above.

Note 2: Relationship are divided into the following three types and the types are required to be indicated: (1) From the parent company to a subsidiary.

(2) From a subsidiary to the parent company.

(3) Between subsidiaries.

Note 3: Regarding the percentage of transaction amount to consolidated operating revenues or total assets, it is computed based on the ending balance to consolidated total assets for balance sheet items; and based on interim accumulated amount to consolidated net revenue for income statement items.

286