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MHC Annual Report 2015

Jul 7, 2016

52372_rns_2016-07-07_2310a21c-4fc0-4533-affb-e4ed2b3201e4.pdf

Annual Report

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==> picture [596 x 806] intentionally omitted <==

  • I. Spokesman: Ho, Jhi-Wu / Corporate President Acting Spokesperson: Huang, Hsiu-Ling / Vice President of Finance Center Tel: +886 2 328-9000

E-mail: [email protected]

II. Headquarters : MiTAC Holdings Corporation. Address:8[th] floor, Building B, No.209, Sec . 1, Nangang Rd., Nangang Dist., Taipei,Taiwan, R.O.C. Tel: +886 2 2652-5858 Branch and factory: none

Subsidiaries : 1. MiTAC International Corp. Address: No.1, R&D Road 2, HsinChu Science Park, HsinChu, Taiwan, R.O.C. Tel: +886 3 577-9250 Lin Kou Office Address: No.200, Wen Hwa 2nd Rd., Kuei Shan Dist., Taoyuan City, Taiwan R.O.C.

Tel: +886 3 328-9000 Nangang Office Address:Building B, No.209, Sec. 1, Nangang Rd., Nangang Dist., Taipei, Taiwan, R.O.C. Tel: +886 2 2652-5888

  1. MiTAC Computing Technology Corporation Address: 3F.,No.1, R&D Road 2, HsinChu Science Park, HsinChu, Taiwan, R.O.C. Tel: +886 3 577-9088

III. Stock Agency (the Company’s stock transfer agent) Name: China Trust Commercial Bank - Stock Agency Department Address: 5F., No.83, Sec. 1, Chongqing S. Rd., Zhongzheng Dist., Taipei, Taiwan, R.O.C. Tel: +886 2 6636-5566 Website: http:// www.ctbcbank.com

  • IV. CPAs for the most recent Independent Auditor’s Report CPA: Liu Yin-Fe, Wen Fang-Yu

Name of CPA firm: Pricewaterhouse Coopers

Address: 27F., No.333, Sec. 1, Keelung Rd., Xinyi Dist., Taipei Taipei, Taiwan, R.O.C.

Tel: +886 2 2729-6666 Website: http://www.pwc.tw/

  • V. Foreign securities listing: None

  • VI. Company Website: www.mic-holdings.com

Content

Pages
One. Letter to Shareholders.......................................................................................................... 1
Two. Company profile................................................................................................................... 4
I.
Date of incorporation ....................................................................................................... 4
II.
Company milestones ........................................................................................................ 4
Three. Corporate Governance...................................................................................................... 6
I.
Organizational system ...................................................................................................... 6
II.
Information on directors, supervisors, presidents, vice presidents, assistant
presidents, and managers of each department and division ............................................. 7
III. Remunerations to the directors, supervisors, presidents, and vice presidents ................ 15
IV. Information on Corporate Governance ........................................................................... 20
V.
Details of shares transferred or pledged by directors, supervisors, managers,
or shareholders with more than 10% ownership interest in the last year up till
the publication date of this annual report ........................................................................ 46
VI. Information on the relationship of top 10 shareholders by proportion of
shareholding, related parties, spouse, or kindred within the 2nd tier .............................. 47
VII. The shareholders of the company, the company’s directors, supervisors,
managers, and the business entity directly or indirectly controlled by the
company on the same invested company and also, the consolidated
comprehensive shareholding ratio .................................................................................. 48
Four. Status of Capital.................................................................................................................. 49
I.
Capital and Shares ........................................................................................................... 49
II.
Employee Stock Options ................................................................................................. 55
Five. Operation Overview............................................................................................................ 58
I.
Business Activities .......................................................................................................... 58
II.
Market and an overview of production and sales ........................................................... 69
III. Employee information in the last two years up till the publication date of this
annual report ................................................................................................................... 75
IV. Expenditure on Environmental Protection ...................................................................... 75
V.
Employer and employee relationships ............................................................................ 79
VI. Major Contracts............................................................................................................... 82
Six. Financial Position................................................................................................................... 83
I.
Summary balance sheet and statement of comprehensive income for the last 5
years ................................................................................................................................ 83
II.
Financial analysis for the last 5 years ............................................................................. 87
III. Latest financial statements .............................................................................................. 89
IV. The company and its affiliated companies should state any financial
difficulties occurred during the most recent year up to the date of printing of
this annual report and disclose the associated impact on the finances of the
company .......................................................................................................................... 89
Seven. Review and Analysis of Financial Status and Performance and Associated Risks................ 90
I.
Review and Analysis of Financial Status ........................................................................ 90
II.
Review and Analysis of Financial Performance ............................................................. 90
III. Review and Analysis of Cash Flow ................................................................................ 91
IV. Impact of major capital expenditure in the year on the financial operations of
the company .................................................................................................................... 91
V.
The main causes of profit or loss from reinvestment policies in the most
recent year, improvement plan and investment plans in the next year ........................... 91
VI. Risk management issues ................................................................................................. 92
VII. Other significant events .................................................................................................. 95
Eight. Important Notice................................................................................................................ 96
I.
Information on subsidiaries/affiliates.............................................................................. 96

One. Letter to Shareholders

Dear shareholders,

On behalf of MiTAC and staff, I would like to extend my appreciation to our shareholders for your continued support and encouragement.

Impacts of external competition, regulatory environment and the overall business environment

There is a continuous lackluster condition in global markets. Gartner data show that the total IT spending in 2015 was USD3.517 trillion worldwide. The main reasons that cause this declining market condition, in addition to a continuous appreciation in strong USD, include an economic stagnation in emerging markets and the saturated smartphone market. These factors all lead to an obvious slowdown in the IT spending.

The forecasted worldwide IT spending can reach USD3.536 trillion in 2016, with an annual growth rate of 0.6%. That is, even though the IT spending in China market has shown a downtrend signal for the first time, but the data center system market that focuses on the server storage facility is still able to maintain its growth momentum due to the trend of the mega data concept. Under the situations that the traditional ICT information communication products have gradually reached their maturity stages and the growth power of the emerging industries has yet to be shown, most companies in the IT industry are actively engaging in the development of and market planning for the new products and their applications, such as, IoT and wearables.

The Analyses of Operation Performance, Budgetary Performance, and Profitability of 2015

Comparing to those of in 2014, there are improvements in both sales and profitability of the Company in 2015. They are evidenced by the benefits of the growth and transformation in the areas of the cloud-end and client-end businesses. The consolidated sales revenue of MiTAC Holdings Corp. is NTD50.055 billion in 2015, with an annual growth rate of 19%. The earnings before tax is NTD2.014 billion, with an annual growth rate of 92%, and the earnings per share after tax is NTD2.32. There is no reports on the budgetary performance because the Company did not disclose its financial forecast in 2015.

Business Operation Performance, R&D, Innovations, Applications, and Awards in 2015

  1. Health management bracelet, Mio MiVue™ 540 event data recorder (EDR), and MioCARE™/MioWORK™ A335 professional grade tablet all receive 2015 iF design awards, Germany.

  2. Presentation of the medical grade health management bracelet with the function of ECG.

  3. Mio MiVue™ 658WIFIevent data recorder (EDR) and Classic 630 Traffic, a patterned dynamic early warning real-time traffic GPS receive 2015 ITmonth100 innovative products awards.

  4. Introduction of Mio MiVue™ 658WIFIevent data recorder, riding with WIFI, and the exclusive one-stroke uploading and backup functions.

  5. Introduction of MiVue™ 688D forward/backward double camera lens and high quality resolution event data recorder.

1

  1. Announcement of eXplorist TRX7 project, a navigation system exclusively for all terrain vehicles.

  2. The point of sales (POS) equipment for professional pharmacy retailers now has in production and in demand.

  3. Announcement of the first-ever one of its kind OpenPOWER 2U server system for data center usage, based on IBM POWER8 structure.

  4. Introduction of integrated computer cabinet project designed for the need of the cloud data center.

10.Receiving the Fujitsu Supplier Excellence Award.

2

Perspective of 2016 Business Operation

MiTAC Holdings Corp. actively engages in innovation and masters the trend of market development. In the growing area of data center of cloud computing business, MiTAC Computing Technology Corp., focusing on the cloud data and computing equipment business, continuously dedicates its R&D efforts in the product and service segmentations, enhances relationship of the existing clients, and explores potential market opportunities as well. Its goals are to achieve a superior growth rate and profit improvement among the industrial peers. In another aspects, MiTAC International Corp. devotes its mobile smart apparatus and cloud service businesses into the new areas of internet of things (IoT), internet of vehicles (IoV), and wearables. Based on the existing GPS products, it participates in the integration of IoV and health sports businesses. Starting from user improvement, through internal product innovation and external industrial alliance, it develops market competitive products and services, and hence generates a pattern of stable growth and profitability.

MiTAC Computing Technology Corp. is a spin-off from MiTAC International Corp. a year ago. It has a good business performance last year. In 2016 CES Exhibition, our SmartGPS cloud navigation system has been designated by the world-class automobile manufactures as the navigation equipment of information entertainment platform. This acknowledgement shows that the accumulated software service contribution of the Company has been recognized by the industry. On the way of industrial transformation, the Company follows the Company’s integrated operation strategy, step by step enhances its foundation, We thank you for your long-term support, and will continue to devote ourselves to create a brighter future for our shareholders, customers and employees.

Best regards

Miau, Matthew Feng Chiang, Chairman Ho, Jhi-Wu, President

3

Two. Company profile

  • I. Date of incorporation: September 12, 2013

II. Company milestones

  • 2013 For the implementation of the industry holding operation and independent development policy aiming at the upgrade of overall performance and fortifying the competitiveness in market, the company listed in TWSE under a resolution of the shareholders meeting of MiTAC International Corp. on June 24, 2013, through share swap in accordance with applicable laws. The stock code is 3706.

  • The Mio MiVue R25 rear car DVR won the “IT Month Top 100 Innovative Products – Gold Award”. The MiVue M300, the DVR exclusively designed for the motorcyclists, also won the “IT Month Top 100 Innovative Products”.

  • Magellan Echo smart sports watch won the “Summer Exhibition of USA with two best products”.

  • 2014 Magellan® Echo smart sports watch won the 2014 CES Innovations, Design and Engineering Award.

  • Mio won the championship again in 2014 as the number one consumer ideal brand in GPS.

  • MioCARE™/MioWORK™ L135 professional tablet PC products, Cyclo™ 500 outdoor navigation, MiVue™ 568 car recorder and MiVue™ M350 outdoor activity recorder won the 2014 iF Product Design Award.

  • Mio MiVue™ R25 rearview mirror car recorder and MioCARE™ drug information management system won the 2014 Taiwan Excellence Award.

  • Won Pioneer Supplier Excellence Award.

  • Won the 2013 Fujitsu Supplier Award.

  • Mio has been rated the No. 1 Consumer Ideal Brand for seven consecutive years.

  • The Group pushed forward professional job-division in aims to achieve the goals of organizational upgrade and enhance the Company’s overall competitiveness. As part of the organizational restructuring plan, MiTAC International Corp span off the Cloud Computing Business Group to MiTAC Computing Technology Corp.(MCT) and MCT was formally established and operated in September 1, 2014.

  • 2015 Wellness Band, Mio MiVue™ 540 Drive Video Recorder, MioCARE™ / MioWORK™ A335 industrial tablet got “iF Design Award 2015”.

  • Mio MiVue™ R30 Drive Video Recorder won “Best Choice of Computex

4

2015” award.

  • Mio was elected again as the No. 1 brand of GPS products in the 2015 Ideal Brand in Consumers organized by Management Magazine, Taiwan.

  • Mio MiVue™ 658 WIFI Drive Video Recorder and Classic 630 Traffic PND with Smart Alert won “Innovation Award in ICT month 2015”

  • Win “Distinguished Partner Award” from Fujitsu

  • Began to build a new MiTAC Corporate Headquarter Buildings in Hwaya Technology Park in Taoyuan City

2016

  • RoadMate 7670T-LM DashCam Navigator got CES 2016 Innovation Awards Honoree.

  • Mio was recognized as the Best Brand of Drive Video Recorder brand in 2016 ideal Brand in Consumers, organized by Management Magazine, Taiwan.

For further information on the company, please visit at: http://www.mic-holdings.com

5

Three. Corporate Governance

I. Organizational system

  • (I) Organizational Chart

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

Shareholders’ meeting 股東大會
Supervisor 監察人
Board of Directors meeting 董事會
Auditing Office 稽核室 薪資報酬委員會Compensation Committee
Chairman 董事長
President 總經理
Investment planning
Legal Affairs 法務 投資規劃管理 Financial 財務 Human Resource 人力資源
management
----- End of picture text -----

(II) Departmental business operation

Departments Principal business operation
Compensation
Committee
Stipulate and regularly review the performance of the directors, supervisors and
managers; as well as the compensation policies, systems, standards and structure.
Regularlyevaluate and stipulate director,supervisor and manager compensation.
Auditing Office Review the condition of the company’s operations and offer recommendations for
improvement.
Legal Affairs Contract formulation and review.
Consultation, support, and provision of business-related legal service; legal issues
in other aspects.
Investment
planning
management
Assess the operation and the development of the investees and map out related
investment plans.
Design and establish management regulation and manage the result of operation
of the investees.
Shares registration and transfer.
Financial Financial operations and planning.
Evaluation and research of domestic and international investment opportunities.
Financialplanningandvarious tax-related accountingtreatment.
Human Resource Human resources strategic planning and execution.
Human resource management and talent development.
Execution and management of administration,safety,and health issues.

6

  • II. Information on directors, supervisors, presidents, vice presidents, assistant presidents, and managers of each department and division (I) Background of Directors and Supervisors
Unit: share; % April 23,2016 % April 23,2016 % April 23,2016
Spouse or kin within
Shares currently
two degrees of
Shareholding at time of Current Shares held in the
held by spouse consanguinity serving
election shareholding names of others
or dependents as executive, director,
Country or or supervisor
Date of Date First Concurrent duties in the Company and in
Titles
place of
Names Term Shares held Shareholding
percentage
Shares held Shareholding
percentage
Shares held Shareholding
percentage
Shares held Shareholding
percentage
Education and Experience Title Name Relationship
office Elected other companies
registration
Chairman US Miau, Matthew Feng Chiang 2013.06.24 3-y 2013.06.24 10,942,999
1.43%

8,015,243

1.03%

0

0.00%

0

0.00%

Santa Clara University, EMBA
California Berkeley University, Bachelor,
Electrical Engineering
CEO, MiTAC Holdings Corporation
Chairman, Lien Hwa Industrial Corp.
Chairman, UPC Technology Corporation
Chairman, SYNNEX Technology
International Corp.
Director, Getac Technology Corporation
Chairman, MiTAC Inc
Director, MiTAC Information Technology
Corp
None None None
Director Republic of
China
Ho, Jhi-Wu 2013.06.24 3-y 2013.06.24 2,551,863
0.33%

2,139,863

0.27%

0

0.00%

0

0.00%

MIS in Computer Science, Fairleigh Dickinson
University
Master UC San Diego
Marketing Manager, Pao Hwa Trading Co., Ltd.
President, MiTAC Holdings Corporation
Director and President, MiTAC International
Corp.
Chairman and CEO of MiTAC Computing
Technology Corp.
Director, Linpus Technologies, Inc.
Chairman, MIO Technology Corp.
Director, 3-Probe Technologies Co., Ltd.
Chairman of MiWELL
Director,LFE Aerospace Corp.
None None None
Director Republic of
China
MiTAC Inc. 2013.06.24 3-y 2013.06.24 61,228,286
8.00%

61,228,286

7.84%

0

0.00%

0

0.00%
None None None None None
Republic of
China
Rep.: Hsu, Tzu-Hwa 2013.09.13 3-y 2013.09.13 0
0.00%

0

0.00%

0

0.00%

0

0.00%

PhD, Electronic Engineering, University of
California, Berkeley, California, USA
President, Hua Deng International Investment
Inc.
Vice Chairman, East Tender Optoelectronics
Corporation
Independent Director, LuxNet Corporation None None None
Director Republic of
China
UPC Technology Corporation 2013.06.24 3-y 2013.06.24 64,814,078
8.47%

64,814,078

8.30%

0

0.00%

0

0.00%
None None None None None
Republic of
China
Rep.: Way, Yung-Do 2013.06.24 3-y 2013.06.24 0
0.00%

0

0.00%

0

0.00%

0

0.00%

MBA of Georgia University
BA of Accountancy, Soochow University
Senior auditor, Deloitte & Sells, USA
CEO, Deloitte
Independent Director, SYNNEX Technology
International Corp.
Independent Director, Taiwan Cement
Company
Independent Director, Far Eastern
Department Stores Co. Ltd.
Independent Director, Primax Electronics
Ltd.
None None None

7

Spouse or kin within Spouse or kin within Spouse or kin within
Shares currently
two degrees of
Shareholding at time of Current Shares held in the
held by spouse consanguinity serving
election shareholding names of others
or dependents as executive, director,
Country or or supervisor
Date of Date First Concurrent duties in the Company and in
Titles
place of
Names Term Shares held Shareholding
percentage
Shares held Shareholding
percentage
Shares held Shareholding
percentage
Shares held Shareholding
percentage
Education and Experience Title Name Relationship
office Elected other companies
registration
Director of Wowprime Corp..
Director, Vanguard International
Semiconductor Corporation
Supervisor, SerComm Corp
Supervisor, Chilisin Electronics Corp
Director,Iron Force Industrial Co.,Ltd.
Director Republic of
China
Rep: Chang, Kwang-Cheng 2013.09.13 3-y 2013.09.13 0
0.00%

0

0.00%

0

0.00%

0

0.00%

PhD. Atmospheric Science, State University
of New York, USA
Honorary Doctorate, Tokyo Denki University
MBA, State University of New York, USA
Master of Atmospheric Science, State
University of New York, USA
Bachelor of Metrology, Dept. of Geography,
National Taiwan University
Director, Commerce Development Research
Institute
President, Shih Chien University
President, Minghsin University of Science
and Technology
Visiting Professor, School of Business,
University of Hawaii
President,ChungYuan Christian University
None None None None
Supervisor Republic of
China
Chiao, Yu-Cheng 2013.06.24 3-y 2013.06.24 0
0.00%

0

0.00%

0

0.00%

0

0.00%

MSEE and researcher in Business
Administration, Washington University
Chairman, Walsin Lihwa
Chairman, Winbon
Vice-Chairman, Walsin Lihwa
Chairman, Nuvoton Technology Corp.
Director, Song Yong Investment Co., Ltd.
Director, Miaowang Lianxin Co., Ltd.
Independent Director, SYNNEX
Technology International Corp.
Independent Director, Taiwan Cement
Company
None None None
Supervisor Republic of
China
Lien Hwa Industrial
Corporation
2013.06.24 3-y 2013.06.24 45,812,655
5.99%

47,191,655

6.05%

0

0.00%

0

0.00%
None None None None None
Republic of
China
Rep: Ching, Hu-Shih 2013.06.24 3-y 2013.06.24 0
0.00%

583

0.00%

0

0.00%

0

0.00%

Master of Engineering at National Tsing Hua
University
Council for Economic Planning and
Development
Adjunct Lecturer, Dept. of Chemical
Engineering Feng Chia University
Asst GM,UPC TechnologyCorporation
Director and President, Lien Hwa
Industrial Corp.
Director, MiTAC Inc.
Director, Pao long international co., ltd.
Supervisor, Getac Technology
Corporation
Supervisor,MiTAC International Corp.
None None None

Note 1:Please refer to Table 1 below for information on the main shareholders of corporate shareholders.

8

Table 1: Dominant shareholders of institutional shareholders

April 23,2016 April 23,2016
Major shareholders of institutional shareholders(Note 2)
Name of institutional shareholders Percentage of
(Note 1) Name of shareholder
shareholding

(%)
UPC Technology Corporation Lien Hwa Industrial Corporation 29.99
Synnex TechnologyInternational Corporation 5.17
Ma,Chang-Lung 2.30
LibertyStationeryCorp. 1.81
Yi Yuan Investment Co.,Ltd. 1.61
TongDa Investment Corporation 1.23
Tsu FungInvestment Corp. 1.23
MiTAC International Corp. 1.21
Hua Mao TradingCo., Ltd. 1.12
Mei An Investment Co.,Ltd. 1.07
MiTAC Inc. Lien Hwa Industrial Corp. 35.24
Synnex TechnologyInternational Corporation 18.36
MiTAC International Corp. 8.69
Mei An Investment Co., Ltd. 8.18
Miau, Matthew FengChiang 5.42
Tsu FungInvestment Corp. 4.40
Hua ChengInvestment Co.,Ltd. 1.92
Omron Corporation, Japan 1.70
Bao Hsin International Investment Co.,Ltd. 1.18
Yi FengInvestment Co., Ltd. 0.75
Lien Hwa Industrial Corporation UPC TechnologyCorporation 9.68
Yi Yuan Investment Co., Ltd. 9.14
Yi FengInvestment Co., Ltd. 4.86
Nan Shan Life Insurance Co.,Ltd. 3.74
CathayLife Insurance Co., Ltd. 3.30
Miao,Feng-Sheng 3.28
Miau, Matthew FengChiang 3.19
Synnex TechnologyInternational Corporation 3.08
Miao, Feng-Chuan 3.02
Y.S. Education Foundation 3.00

Note 1:If Directors and Supervisors serve as representatives of institutional shareholders, then the names of institutional shareholders must be provided.

Note 2:Name the major shareholders (the top 10 owners) of corporate shareholders and their shareholding percentage. Table 2 below is applicable if any of the major shareholders is also a corporate entity.

9

Table 2: Dominant shareholders of dominant institutional shareholders

April 23,2016 April 23,2016
Dominant shareholders of institutional shareholders(note 2)
Name of institutional shareholder Percentage of
(note 1) Name of shareholder shareholding
(%)
Lien Hwa Industrial Corporation UPC TechnologyCorporation 9.68
Yi Yuan Investment Co.,Ltd. 9.14
Yi FengInvestment Co.,Ltd. 4.86
Nan Shan Life Insurance Co.,Ltd. 3.74
CathayLife Insurance Co.,Ltd. 3.30
Miao,Feng-Sheng 3.28
Miau,Matthew FengChiang 3.19
Synnex TechnologyInternational Corporation 3.08
Miao,Feng-Chuan 3.02
Y.S. Education Foundation 3.00
Synnex Technology International
Corporation
MiTAC Inc. 13.62
HSBC in its capacity as master custodian for
investment account of Matthews Pacific Tiger
6.18
Fubon Life Insurance Co.,Ltd. 2.77
Morgan Stanley & Co International PLC
investment account held in custody by HSBC
Bank(Taiwan)Limited
2.63
Bureau of Labor /Insurance 2.54
Civil Servants Pension Fund Management
Committee
2.39
Nan Shan Life Insurance Co.,Ltd. 2.28
Tu,Shu-Wu 2.17
Miau,Matthew FengChiang 1.91
Lien Hwa Industrial Corp. 1.81
Liberty Stationery Corp. Zhi-JiangInvestment Co.,Ltd. 21.09
Masateru Kadota 10.39
Akira Kadota 8.88
Yayoi Kadota 8.88
Takanori Kadota 8.79
Complete Connection Limited 5.70
Sun,Li-Kang 5.29
Yu,Ching-Shen 5.13
Chang,Zheng 3.50
Chang,Cheng 3.50
Yi Yuan Investment Co.,Ltd. ShangChuan NengLtd.(British Virgin Islands) 100.00

10

Dominant shareholders of institutional shareholders(note 2) Dominant shareholders of institutional shareholders(note 2)
Name of institutional shareholder Percentage of
(note 1) Name of shareholder shareholding
(%)
Tong Da Investment Corporation Ho Li Investment Co.,Ltd. 19.99
Chou,Te-Chien 0.05
Synnex TechnologyInternational Corporation 19.99
Hua ChengConstruction Co.,Ltd. 19.99
Wei ChengInvestment Co.,Ltd. 19.99
Tsu FungInvestment Corp. 19.99
Tsu FungInvestment Corp. MiTAC International Corp. 100.00
MiTAC International Corp. MiTAC Holdings Corporation 100.00
Hua Mao TradingCo.,Ltd. Foreign investor(not applicable) -
Mei An Investment Co., Ltd. VisionQuest Overseas Ltd. 82.25
JumpStart Investments Ltd. 16.67
Others 1.08
UPC Technology Corporation Lien Hwa Industrial Corp. 29.99
Synnex TechnologyInternational Corporation 5.17
Ma,Chang-Lung 2.30
LibertyStationeryCorp. 1.81
Yi Yuan Investment Co.,Ltd. 1.61
TongDa Investment Corporation 1.23
Tsu FungInvestment Corp. 1.23
MiTAC International Corp. 1.21
Hua Mao TradingCo.,Ltd. 1.12
Mei An Investment Co.,Ltd. 1.07
Yi FengInvestment Co.,Ltd. HengFu Ltd.(British Virgin Islands) 100.00
Nan Shan Life Insurance Co., Ltd. Run Chen Holdings Co., Ltd. investment trust
account held under the Custodyof First Bank
76.46
Ruen Chen Investment HoldingCo.,Ltd. 14.16
Tu,Ying-Tsung 3.25
Ruen Hua Dyeing& WeavingCo.,Ltd. 0.28
Ruentex LeasingCo.,Ltd. 0.15
Kuo,Wen-Te 0.11
Ji Pin Investment Co. Ltd. 0.11
Equity trust account of Nan Shan Life in
custodyof Taishin Bank
0.06
Global Cheer Investment Limited 0.05
Bao Yi Investment Co. Ltd. 0.05
Bao Hui Investment Co.,Ltd. 0.05
Bao HuangInvestment Co.,Ltd. 0.05
CathayLife Insurance Co.,Ltd. CathayFinancial Holdings Co.,Ltd. 100
Y.S. Education Foundation Non-corporate entity (n/a) -

11

Dominant shareholders of institutional shareholders(note 2) Dominant shareholders of institutional shareholders(note 2)
Name of institutional Shareholding
shareholder (note 1) Name of shareholder percentage
(%)
Hua Cheng Investment Co.,
Ltd.
Lien Hwa Industrial Corp. 100.00
Omron Corporation, Japan State Street Bank and Trust Company505223 8.33
Japan Trustee Services Bank,Ltd.(trust account) 3.62
The Bank of Tokyo-Mitsubishi UFJ,Ltd. 3.60
State Street Bank and Trust Company505001 3.54
The Bank of Kyoto,Ltd. 3.30
The Master Trust Bank of Japan,Ltd.(trust account) 3.30
Nippon Life Insurance Company 1.70
Japan Trustee Services Bank,Ltd.(trust account 9) 1.59
The Bank of New York,Non-TreatyJasdec Account 1.45
Omron Employee StockholdingAssociation 1.41
Bao Hsin International
Investment Co.,Ltd.
Hon Hai Precision Industry Co., Ltd. 100.00

Note 1: If any of the major shareholders listed in Table 1 is an institution, then the name of the institution must be provided.

Note 2: Name the major shareholders (the top 10 owners) of corporate shareholders and their shareholding percentage.

12

Information on the directors and supervisors

Qualification
Having more than 5 years work experience

Having more than 5 years work experience

Having more than 5 years work experience
Compliance with independence requirements Compliance with independence requirements Compliance with independence requirements Compliance with independence requirements Compliance with independence requirements Compliance with independence requirements Compliance with independence requirements Compliance with independence requirements Compliance with independence requirements Compliance with independence requirements
requirement and the following qualifications (note 1)
Lecturer or Judge, public Work
higher level prosecutor, experience
instructor at a attorney at law, in The no. of
public or
CPA, or other
business, public

private college
professionals law, companies

or university in


licensed by
finance, where the

business, law,


national exams
accounting,
person acts
finance, that are pertinent
or other

1
2 3 4 5 6 7 8 9 10 as
accounting or
to the operation of

areas
independent

other fields

the company

required
director
related to the
for the
operations of operation
the company of the
Name company
Chairman
Miau, Matthew Feng
Chiang
- - - - - - - -
Director
Ho,Jhi-Wu
- - - - - - -
Director
MiTAC Inc.
Rep.: Hsu,Tzu-Hwa
- - - 1
Director
UPC Technology
Corporation
Rep.: Way,Yung-Do
- - 4
Director
UPC Technology
Corporation
Rep: Chang,
Kwang-Cheng
- - -
Supervisor
Chiao,Yu-Cheng
- - 2
Supervisor
Lien Hwa Industrial
Corp
Rep: Ching,Hu-Shih
- - - - - - -

Note 1: place a “�” in the box if the director or supervisor met the following conditions at any time during active duty and two years prior to the date elected.

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

(2) Not a director or supervisor of any affiliated company (except for independent director of the parent company or subsidiary in which the Company holds more than 50% direct or indirect voting interest).

(3) The person, the spouse, underage children, who hold more than 1% of the outstanding shares or one of the top 10 shareholders who are natural persons or who hold shares of this company under the title of a third party.

(4) Not the spouse, kin within the 2nd tier or the next of kin within the 3rd tier of any of the parties mentioned in (1) ~(3).

(5) Not a director, supervisor or employee of an institutional shareholders holding more than 5% of the outstanding shares of the Company, or of the top five institutional shareholders.

(6) Not a director, supervisor, manager, or shareholder holding more than 5% of the outstanding shares of specific company or institution having business of financial transactions with the Company.

(7) Not a professional, proprietor, partner, company or the owner, partner, director, supervisor, manager or spouse of the professional consulting entities providing services or consultation in business, law, finance, accounting and other for the Company or its subsidiaries or affiliates. The Remuneration Committee members who perform duties in accordance with the “Guidelines Governing the Listed/OTC Company’s Remuneration Committee Establishment and Duty Performance” Article 7 are not subjectto this restriction.

  • (8) Not a spouse or kin within the 2nd tier of another director.

(9) The provisions of Article 30 of the Company Law are not applicable.

  • (10) Not elected to the government, institution or their representatives under Article 27 of the Company Law.

13

(II)Information on Presidents, Vice Presidents, Assistant Presidents, and managers of each department and division

Unit: share;%April 23,2016 Unit: share;%April 23,2016 Unit: share;%April 23,2016 Unit: share;%April 23,2016
Shares held by Spouse or relatives of
Shares held in the
Shareholding spouse and underage second degree or closer
names of others
children actingas managers
Shares held Shareholding
percentage
Shares held Shareholding
percentage
Shares held Shareholding
percentage
Title Name Relationship
Elected/
Titles Nationality Names Education and Experience Positions in other companies
appointed date
CEO US Miau,
Matthew
Feng
Chiang
2015.08.07 8,015,243
1.03%

0

0.00%

0

0.00%

Santa Clara University, EMBA
California Berkeley University, Bachelor,
Electrical Engineering
Chairman, Lien Hwa Industrial Corp.
Chairman, UPC Technology Corporation
Chairman,
SYNNEX
Technology
International Corp.
Director, Getac Technology Corporation
Chairman, MiTAC Inc
Director, MiTAC Information Technology
Corp


None
None None
President Republic of
China
Ho,
Jhi-Wu
2013.9.12 2,139,863
0.27%

0

0.00%

0

0.00%

MIS in Computer Science, Fairleigh
Dickinson University
Master UC San Diego
Marketing Manager, Pao Hwa Trading Co.,
Ltd.
Director
and
President,
MiTAC
International Corp.
Chairman
and
CEO
of
MiTAC
Computing Technology Corp.
Director, Linpus Technologies, Inc.
Chairman, MIO Technology Corp.
Director, 3-Probe Technologies Co., Ltd.
Chairman of MiWELL
Director,LFE Aerospace Corp.


None
None None
Vice
President
and head of
finance
Republic of
China
Huang,
Hsiu-Ling

2013.9.12
130,270
0.02%

0

0.00%

0

0.00%

Bachelor, Taxation and Finance, National
Chung Hsing University
Director of General Management Dept.,
Hanrei Technology Corporation
Vice President, Finance Center, MiTAC
International Corp.
Supervisor, Mio Technology Corp.
Supervisor, Tsu Fung Investment Corp.
Director,LFE Aerospace Corp.

None
None None

14

III. Remunerations to the directors, supervisors, presidents, and vice presidents

Remunerations to the Directors

2015
In thousands of New Taiwan Dollars/ thousand shares
2015
In thousands of New Taiwan Dollars/ thousand shares
2015
In thousands of New Taiwan Dollars/ thousand shares
2015
In thousands of New Taiwan Dollars/ thousand shares
2015
In thousands of New Taiwan Dollars/ thousand shares
2015
In thousands of New Taiwan Dollars/ thousand shares
2015
In thousands of New Taiwan Dollars/ thousand shares
2015
In thousands of New Taiwan Dollars/ thousand shares
2015
In thousands of New Taiwan Dollars/ thousand shares
2015
In thousands of New Taiwan Dollars/ thousand shares
2015
In thousands of New Taiwan Dollars/ thousand shares
2015
In thousands of New Taiwan Dollars/ thousand shares
2015
In thousands of New Taiwan Dollars/ thousand shares
2015
In thousands of New Taiwan Dollars/ thousand shares
2015
In thousands of New Taiwan Dollars/ thousand shares
Remunerations to the Directors Remuneration from holdingemployeepositions Remuneration from subsidiaries or other investees
(H)
Acquired Total of A, B, C,
Total of A, B, C, and
Quantity of share new shares D, E, F and G in
Compensation Pension Director D in proportion to Salaries, bonus, and Pension (F) Employee remuneration (G) subscription with proportion to
Business
(A) (B)(Note 1) remuneration earnings before special expenses (E) (Note 1) (Note 3) entitled by ESO employees’ earnings before
expenses (D)
(C)(Note 2) taxation (%) (Note 4) rights taxation (%)
restricted
Title Name
The company All companies in the
financial statements
The company All companies in the
financial statements
The company All companies in the
financial statements
The company All companies in the
financial statements
The company All companies in the
financial statements
The company All companies in the
financial statements
The company All companies in the
financial statements
All companies in the The company
All companies
included in the
consolidated
~~statements~~

The company
All companies
included in the
consolidated
~~statements~~

The company
All companies
included in the
consolidated
statements
The Company
financial statements
In cash In shares In cash In shares
Chairman Miau, Matthew Feng
Chiang
408 408 - - 1,500 1,500 96 96 0.11% 0.11% - 15,031 - - 1,400 - 1,400 - 1,550 1,550 - - 0.19% 1.05% None
Director Ho,Jhi-Wu
Director MiTAC Inc.
Rep.: Hsu,Tzu-Hwa
Director UPC Technology
Corporation
Rep.: Way,Yung-Do
Rep: Chang,
Kwang-Cheng

Note 1: Pension as stated is the amount of appropriation.

Note 2: Represents the amount of directors’ remuneration that the board has proposed as part of the latest earnings appropriation.

Note 3: Represents employees' remuneration proposed as part of the latest earnings appropriation.

Note 4: Refers to the amount of shares exercisable through employee warrants, which the Director has received up till the publication date of this annual report (2016.5.15) excluding amounts that have been exercised), for assuming the role of a company employee (such as President, Vice President, manager or other employees).

Note 5: The sum of remuneration provided for directors of the Company and for all companies included in the financial statements had increased slightly from the previous year; percentage-wise, however, directors' remuneration as a percentage to net income had decreased from 0.25% to 0.11% this year. This reduction was due to a higher increase in net income relative to the increase in remuneration.

Note 6: Directors' remuneration is determined by the Board of Directors based on a number of considerations including Remuneration Committee's recommendations, peer levels, and future risks; the board is authorized under the Articles of Incorporation to approve directors' remuneration and seek acknowledgment during annual general meeting.

Note 7: The Company does not single out the name and remuneration of particular director for disclosure. Therefore, the disclosure of remunerations was presented on a salary scale with the names of all concerned.

15

Salary Scale

Name of director Name of director Name of director Name of director

Total of(A+B+C+D)
Sum of the first 7 items(A+B+C+D+E+F+G)
Bkt f li t dit f th C
race o saares o recors o e ompany All companies in the financial
The Company All companies in the financial statements The Company
statements
Less than NT$2,000,000 Miau, Matthew Feng Chiang/Ho,
Jhi-Wu/MiTAC Inc./Hsu, Tzu-Hwa/UPC
Technology Corporation/Way,
Yung-Do/Chang,Kwang-Cheng
Miau, Matthew Feng Chiang/Ho,
Jhi-Wu/MiTAC Inc./Hsu, Tzu-Hwa/UPC
Technology Corporation/Way,
Yung-Do/Chang,Kwang-Cheng
Miau, Matthew Feng Chiang/Ho,
Jhi-Wu/MiTAC Inc./Hsu, Tzu-Hwa/UPC
Technology Corporation/Way,
Yung-Do/Chang,Kwang-Cheng
MiTAC Inc./Hsu, Tzu-Hwa/UPC
Technology Corporation/Way,
Yung-Do/Chang, Kwang-Cheng
NT$2,000,000~NT$5,000,000(Exclusive)
NT$5,000,000~NT$10,000,000(Exclusive) Miau,Matthew FengChiang
NT$10,000,000~NT$15,000,000(Exclusive) Ho,Jhi-Wu
NT$15,000,000~NT$30,000,000(Exclusive)
NT$30,000,000~NT$50,000,000(Exclusive)
NT$50,000,000~NT$100,000,000(Exclusive)
More than NT$100,000,000
Total 7 7 7 7

16

2015

Remuneration to supervisors

In thousands of New Taiwan Dollars In thousands of New Taiwan Dollars In thousands of New Taiwan Dollars
Title Name Remuneration to supervisors Total of A, B, and C in proportion to
earnings before taxation (%)
Remuneration
from
subsidiaries
or other
investees (D)
Compensation (A) Remuneration (B)(Note 1) Fees for services rendered (C)
The Company All companies
included in the
financial
statements
The Company All companies
included in the
financial
statements
The Company All companies
included in the
financial
statements
The Company All companies
included in the
financial statements
Supervisor Chiao, Yu-Cheng 144 144 600 600 36 36 0.04% 0.04% None
Supervisor Lien Hwa Industrial Corp.
Rep: Ching, Hu-Shih

Note 1: Represents the amount of supervisors’ remuneration that the board has proposed as part of the latest earnings appropriation.

Note 2: The sum of remuneration provided for supervisors of the Company and for all companies included in the financial statements had remained unchanged from the previous year; percentage-wise, however, supervisors' remuneration as a percentage to net income had decreased from 0.1% to 0.04% this year. This reduction was due to a higher increase in net income relative to the increase in remuneration.

Note 3: Supervisors' remuneration is determined by the Board of Directors based on a number of considerations including Remuneration Committee's recommendations, peer levels, and future risks; the board is authorized under the Articles of Incorporation to approve supervisors' remuneration and seek acknowledgment during annual general meeting. Note 4: The Company does not single out the name and remuneration of particular supervisor for disclosure and the disclosure of remunerations was presented on a salary scale with the names of all concerned.

Salary Scale

Name of supervisor Name of supervisor
Bracket of salaries to supervisors of the Company Total of (A+B+C)
The Company All companies in the financial statements
Less than NT$2,000,000 Chiao, Yu-Cheng/ Lien Hwa Industrial
Corp./Ching,Hu-Shih
Chiao, Yu-Cheng/ Lien Hwa Industrial
Corp./Ching,Hu-Shih
NT$2,000,000 ~ NT$5,000,000(Exclusive)
NT$5,000,000~NT$10,000,000(Exclusive)
NT$10,000,000~NT$15,000,000(Exclusive)
NT$15,000,000~NT$30,000,000(Exclusive)
NT$30,000,000~NT$50,000,000(Exclusive)
NT$50,000,000~NT$100,000,000(Exclusive)
More than NT$100,000,000
Total 3 3

17

Remuneration to President and Vice Presidents

2015

In thousands of New Taiwan Dollars/ thousand shares

Title Name Salaries
(A)
Salaries
(A)
Pension (B)(Note Pension (B)(Note Bonus and special
Bonus and special
Employee remuneration (D) Employee remuneration (D) Employee remuneration (D) Employee remuneration (D) Total of A, B, C, and
D in proportion to
earnings before
taxation (%)
Total of A, B, C, and
D in proportion to
earnings before
taxation (%)
Quantity of share
subscription entitled
by ESO (Note 3)
Quantity of share
subscription entitled
by ESO (Note 3)
Acquired new
shares with
employees’ rights
restricted
Acquired new
shares with
employees’ rights
restricted
Remuneration
from
subsidiaries
or other
investees
(E)
1) expenses
(Note 2)
(C)
The company
All
companies
included in
the
consolidated
statements
All All All companies All All All
The companies The companies included in the The companies The companies The companies
co
included in
co
included in
The Company financial co
included in
co
included in
co
included in
mpany
the
consolidated
statements
mpany the
consolidated
statements
statements mp the mp the mp the
consolidated
statements
In cash In
shares
In any consolidated any consolidated any
In cash shares statements statements
CEO Miau,
Matthew
Feng
Chiang
- 7,801 - 161 - 7,667 1,715 - 1,715 - 0.10% 0.99% 1,550 1,550 - - None
President Ho,
Jhi-Wu
Vice
President
and head of
Finance
Huang,
Hsiu-Ling

Note 1: Pension as stated is the amount of appropriation.

Note 2: Represents employees' remuneration proposed as part of the latest earnings appropriation.

Note 3: Refers to the amount of shares exercisable through employees' warrants, which the President/Vice Presidents have received up till the publication date of this annual report (2016.5.15) excluding amounts that have been exercised.

  • Note 4: Total remuneration in 2015 was calculated at 0.10% of net income, up from the 0.03% in 2014. This increase was largely due to the creation of a new CEO position, which requires additional compensation as compared to the previous year. Furthermore, total remuneration as a percentage to net income of the Company and all companies included in the financial statements had decreased from 1.92% in 2014 to 0.99% in 2015. This reduction was due to a higher increase in net income relative to the increase in remuneration.

  • Note 5: The remunerations to the President and the Vice Presidents commensurate with their personal contribution to the overall operation performance of the Company at the recommendation of the Remuneration Committee, industry level, and the possible risks in the future.

Salary Scale

Name of President and Vice Presidents Name of President and Vice Presidents
Brackets of salaries to the President and all Vice
Presidents
Sum of the first 4 items (A+B+C+D)
The Company All companies in the financial statements
Less than NT$2,000,000 Miau, Matthew Feng Chiang/Ho, Jhi-Wu/Huang,
Hsiu-Ling
Miau, Matthew Feng Chiang
NT$2,000,000~NT$5,000,000
NT$5,000,000(inclusive)~NT$10,000,000 Huang,Hsiu-Ling
NT$10,000,000(inclusive)~NT$15,000,000 Ho,Jhi-Wu
NT$15,000,000(inclusive)~NT$30,000,000
NT$30,000,000(inclusive)~NT$50,000,000
NT$50,000,000(inclusive)~NT$100,000,000
More than NT$100,000,000
Total 3 3

18

Names of managers entitled to employee remuneration and amount entitled

In thousands of New Taiwan Dollars In thousands of New Taiwan Dollars
Total as a percentage to
Title Name Amount paid in shares Amount paid in cash Total
after-tax net income
(%)
Managers CEO Miau, Matthew
FengChiang
- 1,715 1,715 0.10%
President Ho,Jhi-Wu
Vice President
and head of
finance
Huang, Hsiu-Ling

Note:Represents employees' remuneration proposed as part of the latest earnings appropriation.

19

IV . Information on Corporate Governance

(I) Performance of Board of Directors: A total of 7 (A) board meetings were held in 2015; below are the attendance records:

Title Attendance in Proxy Percentage of
Remarks
Name person attendance actual attendance
B count (%)
[B/A]
Chairman Miau, Matthew Feng
Chiang
7 0 100.00%
Director Ho,Jhi-Wu 7 0 100.00%
Director UPC Technology
Corporation
Rep.: Way,Yung-Do
6 1 85.71%
Director UPC Technology
Corporation
Rep: Chang,
Kwang-Cheng
6 1 85.71%
Director MiTAC Inc.
Representative: Hsu,
Tzu-Hwa
5 1 71.43%
Special notes:
I.
Provision of Article 14-III of the Securities and Exchange Act, and minutes of Board meeting with
adverse opinions or qualified opinions from independent directors on record or backed by written
declaration in resolutions of the Board: No.
II.
The enforcement of the avoidance of the conflict of interest of the directors in making decisions:
directors acted to avoid possible influence on the result of decision on motions with conflict of interest
to The Company:
Board of
Directors
meeting
Date
Avoid the
conflict
of interest
Name of
director
Content of the motion
Reasons for the
avoidance of the
conflict of interest
The voting
2015.02.02 Ho, Jhi-Wu Review and approval of
managers' 2014 year-end bonus
Concurrently
serving as
manager
Passed unanimously as
proposed by all
attending directors
entitled to vote.
2015.02.02 Ho, Jhi-Wu
Review and approval of
managers' 2015 salary
adjustment
Concurrently
serving as
manager
Passed unanimously as
proposed by all
attending directors
entitled to vote.
2015.08.07 Ho, Jhi-Wu
Review and approval of 2014
employee bonus and 2015
interim bonus for managers
Concurrently
serving as
manager
Passed unanimously as
proposed by all
attending directors
entitled to vote.
2015.08.07
Miau,
Matthew
Feng
Chiang
Appointment of CEO
The decision
directly involved
the director
The motion was passed
as stated under
unanimous consent of
the directors who were
present in the meeting.
2015.08.07
Miau,
Matthew
Feng
Chiang
Lift up the ban on managers
holding positions in potential
conflict of interest
The decision
directly involved
the director
The motion was passed
as stated under
unanimous consent of
the directors who were
presentinthemeeting.
III. Enhancements to the functionalityof board of directors in the current and the most recentyear(e.g.

20

establishment of an Audit Committee, improvement of information transparency etc), and the progress of such enhancements: The Company has established "Board of Directors Meeting Procedure" and implemented accordingly; all major resolutions made by the Board of Directors are disclosed on the Company's website. The Company also discloses information about Directors' and Supervisors' meeting attendance and continuing education regularly onto the "Corporate Governance" section of the Market Observation Post System, and thereby ensure the timeliness and transparency of information disclosed. In the years ahead, The Company will fortify the functions of the Board of Directors in responding to applicable legal rules and the requirements of corporate governance. The Company will be electing independent directors in 2016 to enhance the functionality of its Board of Directors.

  • (II) Performance of Audit Committee: The Company does not have an Audit Committee in place, but will be creating an Audit Committee as instructed by the authority in 2019.

  • (III)Supervisors' participation in Board of Directors meetings: A total of 7 (A) board meetings were held in 2015; below are the attendance records:

Title Name Attendance in person
(B)
Attendance rate(%)
【B/A】
Remarks
Supervisor Chiao, Yu-Cheng 6 85.71%
Supervisor Lien Hwa Industrial
Corp
Rep: Ching, Hu-Shih
7 100.00%
Special notes:
I.
The organization and duties of the supervisors:
(I) The communications between the supervisors and the employees and shareholders of The Company
(channels and means of communications): The sales personnel of The Company have reported to
the supervisors regularly or at any time as needed. The supervisors may also contact relevant
personnel directly for communications at any time as needed for related information.
(II) The communications between the supervisors, the chief internal auditor, and the certified public
accountants (e.g., the financial position, business situation, and issues involved, and method and
result of communication): The supervisors of The Company can investigate the operation and
financial position of The Company at any time, and request the Board of Directors and managers to
report. Where necessary, they may contact the external auditors of The Company. The chief
internal auditor of The Company shall present audit reports to the supervisors at regular intervals.
II.
Where the supervisors may present statements as observers when the Board is in session, specify the
date and the number of the session, the content of the motions, the resolutions of the Board, and the
response of Poya International to the opinions of the supervisors: No.

21

(IV) Status of corporate governance; deviation and causes of deviation from Corporate Governance Best-Practice Principles for TWSE/TPEX Listed Companies:

Corporategovernance in action Deviation and causes of
Yes No deviation from the
Corporate Governance
Evaluation items
Summary Best-Practice Principles
for TWSE/TPEX Listed
Companies
I.
Has the company established and
disclosed its corporate governance
principles based on "Corporate
Governance Best-Practice Principles for
TWSE/TPEX Listed Companies?"
The Company has established corporate governance principles in accordance with "Corporate
Governance Best-Practice Principles for TWSE/TPEX Listed Companies" and published onto its
website and on MOPS.
These principles
conform with the
rationale and practices
of "Corporate
Governance
Best-Practice Principles
for TWSE/TPEX Listed
Companies."
II. Equity structure and shareholders’ equity:
(I) Has the Company implemented a set
of internal procedures to handle
shareholders' suggestions, queries,
disputes and litigations?
(I) The Company has appointed a designated company spokesperson for responding to the
recommendations, queries, and disputes from the shareholders.
Compliant with the
rationale and practices
of “Corporate
Governance
Best-Practice Principles
for TWSE/TPEX Listed
Companies.”
(II) Is the Company constantly informed
of the identities of its major
shareholders and the ultimate
controller?
(II) The Company can properly control the composition of major shareholders and the ultimate
parties in control of these major shareholders, and declares the quantity of shareholding by the
directors, supervisors, and major shareholders on a monthly basis in accordance with the
Securities and Exchange Act.
(III)Has the Company established and
implemented risk management and
firewalls on companies it is affiliated
with?
(III)The Company has established an internal control system and related rules and regulations in
compliance with applicable legal rules, and has properly enforced such rules and regulations. In
addition to self-assessment, the Board of Directors and the management has also reviewed the
self-assessment results of the departments and the audit reports of the auditing functions at
regular intervals or at any time as needed to materialize the enforcement of the internal control
system. The Company seeks to establish viable financial, operation, and accounting systems in
accordance with requirements, and for buttressing the management of the subsidiaries and
affiliates for proper control to reduce operation risk. The transactions with subsidiaries and
affiliates were made under the principle of equity and fairness, and they are bound by related
rules and regulationsgoverningbusiness and financial transactions amongthe entities.

22

Corporategovernance in action Deviation and causes of
Yes No deviation from the
Corporate Governance
Evaluation items
Summary Best-Practice Principles
for TWSE/TPEX Listed
Companies
(IV)Has the Company established internal
policies that prevent insiders from
trading securities against non-public
information?
(IV)The Company has established a set of "Material Insider Information Procedures" and "Integrity
Code of Conduct" to outline insiders' duty of confidentiality over material information. No
insider is allowed to exploit material information for own gain or for the gains of others. The
above procedures and code of conduct have been communicated to Directors, Supervisors,
managers and all parties who come into contact with material insider information, whether due
to identity, job role or controllinginterest.
III. The organization and functions of the
Board of Directors
(I) Does the Board of Directors have
diversified policies regulated and
implemented substantively according
to the composition of the members?
(I) All members of the board possess the knowledge (e.g. decision making ability), skills (e.g.
accounting and financial analysis) and characters (e.g. global vision) required to accomplish
their duties. In addition, the Company will be electing independent directors to further enhance
board functionalityduringits 2016 annualgeneral meeting.
Compliant with the
rationale and practices
of “Corporate
Governance
Best-Practice Principles
for TWSE/TPEX Listed
Companies.”
(II) Apart from the Remuneration
Committee and Audit Committee, has
the Company assembled other
functional committees at its own
discretion?
(II) The Company has assembled its Remuneration Committee in 2013; an Audit Committee will be
assembled in 2019 as required by law. Other functional committees will be introduced as needed
by the Company.
(III)Has the Company established a set of
policies and assessment tools to
evaluate the board's performance? Is
performance evaluated regularly at
least on an annual basis?
(III)The Company will be introducing a set of performance assessment criteria for Board of
Directors in 2016. All board members have carried out their duties in compliance with
regulations and are constantly involved in continuing education.
(IV)Are external auditors' independence
assessed on a regular basis?
(IV)Each year, the Company evaluates independence of its financial statement auditors and makes
sure that no conflicting interest exists (i.e. the auditors do not own shares or hold job positions
within the Company). Furthermore, the necessity to replace auditors is also evaluated on a
yearly basis (i.e. whether the auditors are unchanged for 7 consecutive years, or whether they are
subject to penalty or any occurrence that would compromise their independence). The
Company's financial statement auditors are appointed at the board's resolution; the board only
engages locally top 4 accounting firms, hence there should be no doubt with regards to auditors'
independence andprofessional capabilities.

23

Corporategovernance in action Deviation and causes of
Yes No deviation from the
Corporate Governance
Evaluation items
Summary Best-Practice Principles
for TWSE/TPEX Listed
Companies
IV. Does the Company have established a
communication channel for the
stakeholders, set the stakeholder section
on the Company’s website, and
responded to the stakeholders regarding
their concerns over corporate social
responsibilities?
The Company has created a stakeholders section on its website and assigned dedicated personnel to
communicate, handle and reply to stakeholders' queries. The CSR report has been made available on
the website, which stakeholders may access and download at any time.
Stakeholders section:http://www.mic-holdings.com.tw/Stakeholders.html
TEL: 02-2652-5888, 03-3962888
E-mail: [email protected]
Compliant with the
rationale and practices
of “Corporate
Governance
Best-Practice Principles
for TWSE/TPEX Listed
Companies.”
V.
Does the Company have commissioned a
professional stock service agent to handle
shareholders affairs?
The Company has commissioned Chinatrust Bank as the share administration agency, which is
responsible for handling shareholder meeting affairs.
Compliant with the
rationale and practices
of “Corporate
Governance
Best-Practice Principles
for TWSE/TPEX Listed
Companies.”
VI. Information disclosure
(I) Has the Company established a
website that discloses financial,
business, and corporate
governance-related information?
(I) The Company has a website (www.mic-holdings.com.tw) that discloses financial and corporate
governance information in separate sections.
Compliant with the
rationale and practices
of “Corporate
Governance
Best-Practice Principles
for TWSE/TPEX Listed
Companies.”
(II) Has the Company adopted other
means to disclose information (e.g.
English website, assignment of
specific personnel to collect and
disclose corporate information,
implementation of a spokesperson
system, broadcasting of investor
conferences via the company
website)?
(II) The Company has an English website and appoints dedicated personnel to gather and disclose
information relating to the Company. The Company has a spokesperson and an acting
spokesperson policy to address the public. Details of investor conferences are made publicly
accessible on "MOPS."

24

Corporategovernance in action Corporategovernance in action Corporategovernance in action Deviation and causes of
Yes No deviation from the
Corporate Governance
Evaluation items
Summary Best-Practice Principles
for TWSE/TPEX Listed
Companies
VII. Does the Company have other
information that enables a better
understanding of the Company's
corporate governance practices (including
but not limited to employee rights,
employee care, investor relations,
supplier relations, stakeholders' interests,
continuing education of
directors/supervisors, implementation of
risk management policies and risk
measurements, implementation of
customer policy, and insuring against
liabilities of company directors and
supervisors)?
(I) Employee rights and privileges
MiTAC firmly believes that people is the driving force for corporate development. For this
reason, MiTAC highly values the rights and privileges of its employees and makes additional
investment for their welfare to high standard further to the protection of the rights and privileges
of the employees as required by law:
1. Policies:
(1) Labor/health insurance, pension contribution, employee training,
safety and health measures, equal gender opportunities etc.
(2) Provide different forms of fringe benefits for the employees with
ceaseless effort, including group insurance protection, free physical
examination, and subsidy for pleasure trips, gym, emergency aid,
subsidy for matrimony/maternity/funeral, car loans, and subsidy for
continuing education.
2. Implementation:
(1) Duly observe applicable legal rules for the protection of the rights
of employees.
(2) Employee welfare is managed by designated personnel.
(3) Designated employee relation personnel are appointed to respond
to the personal needs of the employees. This service system is
runningwell.
Compliant with the
rationale and practices
of “Corporate
Governance
Best-Practice Principles
for TWSE/TPEX Listed
Companies.”
(II) Concern for the employees
1. Policies:
MiTAC has appointed designated personnel for managing employee
relation. These personnel are responsible for caring the employees. Scope
of service: emergency aid, employee complaint, handling complaints,
employee healthcare and hospitalization, coordination of employee
problems, prevention of sexual harassment at workplace, handling
complaints and consultation in career development. The Company also
works with external consultants to introduce an Employee Assistant
Program (EAP), where mental counselors, financial and legal specialists
are engaged toprovide relief to employees' minds and dailylives.

25

Corporategovernance in action Deviation and causes of
Yes No deviation from the
Corporate Governance
Evaluation items
Summary Best-Practice Principles
for TWSE/TPEX Listed
Companies
2. Implementation: Last year, 36 service requests were made to the EAP by employees in
Taiwan and their family members, which represented 3% of the employee
size in Taiwan. Most of these requests were related to legal and mental
counseling. Through the assistance of the “EAP”, employees can receive
appropriate help and strongly applauded this service. When employees or
their families suffered from accidental injuries, natural disasters, or severe
illness, or death, MiTAC will provide immediate and appropriate help in
the form of financial aid. The purpose is to help these employees or
families recovered from ailment and get back to their work quickly. This
is the manifestation of The Company in caring for the employees and their
families as an integral part of its corporate social responsibility. As
mentioned, under the prerequisite of winning on both sides of the
management and labor, this has been proven highly effective in bringing
harmony and commitment to organizational stability at workplace.
(III) Investor relation:
MiTAC firmly insists on the principles of sincerity and information disclosure, and spare no
effort in making corporate governance transparent. In practice, MiTAC disclose its state of
operation and financial position to the shareholders. With the establishment of the spokesperson
and acting spokesperson system, The Company has performed its obligation in disclosure under
due diligence. Specialists and electronic mailbox have been made available to handle investors'
suggestions and queries.
(IV) Supplier relations and stakeholders' rights: The group maintains long-term relationship with its
suppliers to ensure continuity of material supply. Dedicated personnel have been assigned to
resolve product-related problems and whatever queries raised by stakeholders and shareholders,
and thereby protect their interests.
(V) Directors' and Supervisors' ongoing education: The Company's directors all have relevant
expertise. Information about their ongoing education has been disclosed onto the "Corporate
Governance" section of MOPS, and made readily accessible to investors. Continuing education
in 2015 and 2016 up till the publication date of this annual report:

26

Corporategovernance in action Corporategovernance in action Corporategovernance in action Deviation and causes of
Yes No deviation from the
Corporate Governance
Evaluation items
Summary Best-Practice Principles
for TWSE/TPEX Listed
Companies
Course name
Training
Hours
Audit Committee Regulations and
Practices.
3
Operational Audit in Practice
3
Tipping the Scale of
Competitiveness - Global
Realities and Responsive
Strategies after COP21
3
Audit Committee Regulations and
Status
3
Directors' and Supervisors'
Responsibilities in Financial
Statement Preparation - Case
Studies
3
Performance and Survey of Board
of Directors among Public Listed
Taiwanese Companies
2
Best Board Practice and Corporate
governance Workshop
2
Group Governance
3
Risk Management
3
Sustainable Governance - New
Corporate Governance and
sustainabilityTrends
3
Corporate Social Responsibility
Report - Value of Sustainable
Business Management
3
Title Name Organizer Course name Training
Hours
Chairman Miau,
Matthew
Feng
Chiang
Taiwan Corporate
Governance Association
Audit Committee Regulations and
Practices.
3
Institute of Internal
Auditors, ROC(Taiwan)
Operational Audit in Practice 3
Taiwan Institute of
Directors
Tipping the Scale of
Competitiveness - Global
Realities and Responsive
Strategies after COP21
3
Director Ho, Jhi-Wu Taiwan Corporate
Governance Association
Audit Committee Regulations and
Status
3
Institutional
director
Representative
Way,
Yung-Do
Taiwan Corporate
Governance Association
Directors' and Supervisors'
Responsibilities in Financial
Statement Preparation - Case
Studies
3
Taiwan Corporate
Governance Association
Performance and Survey of Board
of Directors among Public Listed
Taiwanese Companies
2
Taiwan Academy of
Bankingand Finance
Best Board Practice and Corporate
governance Workshop

2
Taiwan Corporate
Governance Association
Group Governance 3
Taiwan Corporate
Governance Association
Risk Management 3
Taiwan Corporate
Governance Association
Sustainable Governance - New
Corporate Governance and
sustainabilityTrends
3
Securities and Futures
Institute
Corporate Social Responsibility
Report - Value of Sustainable
Business Management
3

27

Corporategovernance in action Corporategovernance in action Corporategovernance in action Deviation and causes of
Yes No deviation from the
Corporate Governance
Evaluation items
Summary Best-Practice Principles
for TWSE/TPEX Listed
Companies
(
(
(
Institutional
director
Representative
Chang,
Kwang-
Cheng
Taiwan Corporate
Governance Association
Audit Committee Regulations and
Status
3
Institutional
director
Representative
Hsu,
Tzu-Hwa
Securities and Futures
Institute
Board of Directors’ Responsibility
in Fraud Prevention
3
Securities and Futures
Institute
Advanced Practical Workshop for
(Independent) Directors and
Supervisors - Avoidance of Insider
Trading

3
Supervisor Chiao,
Yu-Cheng
Taiwan Corporate
Governance Association
Challenges of Cross-strait Capital
Markets; 2016 Economic Outlook
6
Taiwan Corporate
Governance Association
Authority, Responsibilities and
Practices of Board of Directors
and Functional Committees
3
Taiwan Corporate
Governance Association
Innovation - A Distinctive Bias.
Trends of the Green Industry.
3
Representative
of Institutional
Supervisor
Ching,
Hu-Shih
Corporate Governance
Association in Taiwan
Audit Committee Regulations and
Practices.
3
Taiwan Academy of
Banking and Finance
Corporate Governance 2.0 -
Global Perspective and Taiwan
Experience
3.5
Corporate Governance
Association in Taiwan
Functionality and Performance
Evaluation of Board of Directors
3

28

Corporategovernance in action Corporategovernance in action Deviation and causes of
Yes No deviation from the
Corporate Governance
Evaluation items
Summary Best-Practice Principles
for TWSE/TPEX Listed
Companies
of MOPS. Term of policy (starting and
ending)
November 15, 2015
to November 15,2016
The insured The insurer The amount insured Term of policy (starting and
ending)
All directors
and supervisors
Fubon Insurance
Co.,Ltd.
NT$393,900,000 November 15, 2015
to November 15,2016
VIII.Has the Company prepared a corporate
governance self-assessment report or
commissioned a professional organization
to compile a corporate governance
assessment report? (If so, please state the
board of directors' opinions, the result of
the self/external assessment, any major
weaknesses or suggestions raised, and
improvements made.)
The Company neither prepares a corporate governance self-assessment report nor commissions a
professional organization to compile a corporate governance assessment report. However,
functioning of the Board of Directors, and practices such as internal control, internal audit, and
information disclosure have all been carried out in accordance with "Corporate Governance
Best-Practice Principles for TWSE/TPEX Listed Companies."
No material deviation is
found.

29

  • (V) Disclosure of the organization, functions, and operation of the remuneration committee, if applicable:

  • 1.The Company established a Remuneration Committee on September 12, 2013; the committee comprised of three outside experts who satisfied criteria of professionalism and independence. The committee holds meetings at least twice a year and exercises the following authorities in a professional and objective manner; its suggestions are raised for discussion in board meetings:

    • (1) Stipulate and regularly review the performance of the directors, supervisors and managers; as well as the compensation policies, systems, standards and structure.

    • (2) Regularly evaluate and stipulate director, supervisor and manager compensation.

  • 2.Profiles of the Remuneration Committee members

Qualification requirement
Name
Having more than five years work Having more than five years work Having more than five years work Compliance with Compliance with Compliance with Compliance with Compliance with Compliance with Compliance with Compliance with
experience independence
and the following qualifications requirements
(Note 1)
Lecturer or higher level instructor at a public or
private college or university in business, law,
finance, accounting or other fields related to the
operations of the company
Judge, public prosecutor, attorney at law, CPA, or
other professionals licensed by national exams
that are pertinent to the operation of the company
Work experience in business, law, finance,
accounting, or other areas required for the
operation of the company
1 2 3 4 5 6 7 8
No. of
concurrent
roles as
remuneration
Identity Remarks
committee
member in
other public
companies
Members of the
Remuneration
Committee
Cheng
Chien-Jen
1
Members of the
Remuneration
Committee
Ma,
Shaw-Hsiang
0
Members of the
Remuneration
Committee
Lu,
Shyue-Ching
0

Note 1: place a "�" in the box below if the member met the following conditions at any time during active duty and two years prior to the date of appointment.

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

(2) Not a director or supervisor of the Company or its subsidiaries or affiliates. (except an independent director of an investee of the Company, of the parent of the Company, or directly or indirectly controlled by the Company with more than 50% of its stakes).

(3) The person, the spouse, underage children, who hold more than 1% of the outstanding shares or one of the top 10 shareholders who are natural persons or who hold shares of this company under the title of a third party.

  • (4) Not the spouse, kin within the 2nd tier or the next of kin within the 3rd tier of any of the parties mentioned in (1) ~(3).

  • (5) Not a director, supervisor or employee of an institutional shareholders holding more than 5% of the outstanding shares of the Company, or of the top five institutional shareholders.

(6) Not a director, supervisor, manager, or shareholder holding more than 5% of the outstanding shares of specific company or institution having business of financial transactions with the Company.

(7) Not a professional, proprietor, partner, company or the owner, partner, director, supervisor, manager or spouse of the professional consulting entities providing services or consultation in business, law, finance, accounting and other for the Company or its subsidiaries or affiliates.

  • (8) The provisions of Article 30 of the Company Law are not applicable.

3. The Operation of the Remuneration Committee

30

  • (1) The Remuneration Committee of MiTAC is consisted of three members. (2) Duration of service: from September 12, 2013 to June 23, 2016. The Remuneration Committee held two meetings (A) in 2015; details of members’ eligibility and attendance are as follows:
Title Name Attendance in
person
(B)
Attendance by
proxy
Percentage of
actual attendance
(%)
(B/A)
Remarks
Convener Cheng
Chien-Jen
2 0 100.00%
Members Ma,
Shaw-Hsiang
2 0 100.00%
Members Lu,
Shyue-Ching
0 1 0.00% New on board
2015/05/08
Required attendance: 1
Members Sun Lu-Hsi 1 0 100.00% Resigned 2015/05/08
Required attendance: 1
Special notes:
I.
Where the Board may not accept or revise the recommendations of the Remuneration Committee,
specify the date and the instance of the Board session, and the content of the motions, the resolution of
the Board, and the response to the opinions of the Remuneration Committee: None.
II.
If there is any adverse opinion or qualified opinion of the members in the decision of specific motions
in the Remuneration Committee on record or with written declaration, specify the date and the instance
of the committee meeting, the content of the motion, the opinions of all members and the response to
the opinions of the members: None.

31

(VI) The practice of corporate social responsibility:

Corporategovernance in action Discrepancy from
Yes
No
“Corporate Governance
Evaluation items Best-Practice Principles for
Summary
TWSE/TPEX Listed
Companies”.
I.
Enforcement of corporate governance
(I) Does the Company have a corporate social
responsibility policy or system in place? Is
progress reviewed on a regular basis?
(I)
The Company has adopted relevant systems and established environmental safety
and health strategies and HSF (hazardous substance free) policies as requested by
customers and the authority. Performance of the above systems, strategies and
policies are reviewed on a yearly basis. For more details regarding the Company's
CSR policies and progress, please refer to our official website and section
"Corporate Social Responsibility Perspectives and Commitments" in the CSR
report.
Compliant with the rationale
and practices of “Corporate
Governance Best-Practice
Principles for TWSE/TPEX
Listed Companies”.
(II) Does the Company organize social
responsibilitytrainingon a regular basis?
(II) The Company communicates with Directors, supervisors and employees from
time to time about corporate ethics and code of conduct.
(III) Does the Company have a unit that
specializes (or is involved) in CSR
practices? Is the CSR unit run by senior
management and reports its progress to the
board of directors?
(III) The President's Office and corresponding units within various departments form a
network that oversees the above matter. The Board of Directors' role in corporate
social responsibilities includes the following:
1. Outline the CSR mission or vision; establish CSR policy, system or
management guidelines.
2. Incorporate the CSR spirit into the Company's operating activities and growth;
while at the same time devise feasible CSR plans.
3. Ensure timelyand accurate disclosure of CSR information.
(IV) Has the company implemented a reasonable
remuneration system that associates
employees' performance appraisals with
CSR? Is the remuneration system supported
by an effective reward/discipline system?


(IV) In addition to creating a Remuneration Committee, the group also performs
annual salary surveys to determine the appropriateness of its compensation
policies. The Group run “Performance Evaluation” every six months, based on
individual performance and the performance of the two-track promotion
opportunities given, while referring to it as salary adjustment and payment of
bonuses. Also, express business integrity rule, Code of Conduct and the
incentives and disincentives,in order to improve the business operation.

32

Corporategovernance in action Discrepancy from
Yes
No
“Corporate Governance
Evaluation items Best-Practice Principles for
Summary
TWSE/TPEX Listed
Companies”.
II. Environment for sustainability
(I) Is the Company committed to achieving
efficient use of resources, and using
renewable materials that produce less
impact on the environment?
(I)
The Company is committed to the efficient use of all resources through
measures such as: use of photovoltaic energy, switch towards green lighting,
the use of T5 energy-efficient light tunes, upgrade of air-conditioner
compressors, optimization of electromechanical equipment, use of
variable-frequency devices and energy-efficient appliances, use of air
compressor heat for water heating, upgrade of fuel boilers, and automated
control of air-conditioning system. The Company implement the MiGEM
intelligent environmental control system, using a large data analysis system
effectively to improve operational efficiency and reduce operating costs, as
well as to improve comfort and reduce energy consumption to fulfill corporate
social responsibility. This system levering the IoT cloud-based service, a
variety of environmental sensors will collect relevant information, can be for
constructional energy monitoring (electricity, water), environment & safety
monitoring applications (lighting control, IAQ monitoring, fire escape, video
monitoring, surveillance equipment, etc ...), as well as the largest electricity
environment farm field of air conditioning equipment (ice machine system,
AHU, FCU). By analysis thebig data algorithms and technology to achieve
the wisdom of energy-saving control device and can be controlled by APP
through pushing message for alarm function. This is the most advanced IoT
solution for energymanagement.

Compliant with the rationale
and practices of “Corporate
Governance Best-Practice
Principles for TWSE/TPEX
Listed Companies”.
(II) Has the Company developed an appropriate
environmental management system, given
its distinctive characteristics?
(II) Installation of the platform for the management of restricted use of chemical
substances, and the control of hazardous substances under ISO 14001.
(III) Does the Company pay attention to the
impact of climate change on the operational
activities, implement greenhouse gas check,
and form an energy-saving,
carbon-reduction, and greenhouse
emissions reduction strategy?

(II)
MiTAC has the ability to track carbon footprint of its products, and has been
disclosing carbon emission on the CDP (Carbon Disclosure Project) platform
on an annual basis. In addition, MiTAC also sets reduction goals and takes
step towards achieving them.
The Company request strickly about industrial wastewater emissions, zero air
pollution, reducing waste generation and greenhouse gas emissions by up to
testing standards and other measures. On the other hand, companies in the
prevention of global warming and energy conservation, requested
administration department replaced old T8 lamps to new energy-savingT5

33

Corporategovernance in action Corporategovernance in action Corporategovernance in action Discrepancy from
Yes
No
“Corporate Governance
Evaluation items Best-Practice Principles for
Summary
TWSE/TPEX Listed
Companies”.
lamps. Large regional office lighting control switch is changed to a small area.
The original elongated lamp control switch change to type control switch for
the region, and increase the office air conditioner 1℃to 26℃, in order to
save unnecessary energy waste. Beginning of each month, send out email to
deliver the green liftstyle. Select the manger for each floor to check the
implementation. All of this is topromote thepolicyof energyconservation.
III. Support social charity
(I) Does the Company have the relevant
management policies and procedures
stipulated in accordance with the relevant
laws and regulations and international
conventions on human rights?
(I)
MiTAC complies with laws and strives to protect the rights and privileges of its
employees. All rights and obligations have been regulated in policies and the
supervisory system is well developed. These policies are amended at times
deemed appropriate to ensure the most comprehensive protection, and have been
made readilyaccessible byMiTAC employees on the intranet.
Compliant with the rationale
and practices of “Corporate
Governance Best-Practice
Principles for TWSE/TPEX
Listed Companies”.
(II) Does the Company have the complaint
mechanism and channel established for
employees and have it handled properly?
(II) To provide employees with the means of expressing suggestions and opinions, an
employee relations unit has been created within MiTAC's Human Resource
Department, where dedicated personnel are assigned to implement employee care
measures and communication policies/channels. A digital mailbox named
"speak-out" has been set up to receive employees' suggestions and opinions.
Upon receiving messages, members of the employee relations unit would respond
with discretion and, if necessary, assemble a special panel to respond and make
improvements to employees' opinions in an anonymous and timelymanner.
(III) Does the Company provide employee with
a safe and healthy work environment, and
provide safety and health education to
employees regularly?
(III) MiTAC duly obeys safety and health-related regulations, and performs
inspections where necessary on the work environment (for lighting, CO2 content
etc), drinking water (for germ level), and building (for fire and structural safety).
In addition, all employees are subjected to physical examinations once every
other year at a standard that is higher than what the law requires. All new
employees are required to take part in an orientation course on safety and health,
as well as regular trainingon civil defense and fire safety.

34

Corporategovernance in action Corporategovernance in action Corporategovernance in action Discrepancy from
Yes
No
“Corporate Governance
Evaluation items Best-Practice Principles for
Summary
TWSE/TPEX Listed
Companies”.
(IV) Does the Company have established a
mechanism of periodical communication
with employees and have the employee
notified in a reasonable manner regarding
the potential impact of the operation
changes?
(IV) The group has an interal Portal system that gathers the latest h news and
announcements from various departments within the Company. Employees may
access this information when they log in to their terminals each day. MiTAC
holds a staff meeting at the beginning of each month. The President presides over
this meeting and announces the latest development and the arrangement of the
organization to all function heads and representatives of different functional
areas. These executives will then disseminate such information to their
subordinates. Any material change of management policy that is likely to affect
employees' interests will be explained face-to-face by the respective department
in the form of a seminar,and therebyeliminate employees' doubts.
(V)
Does the Company have an effective
career capacity development training
program established for the employees?
(V) To assist employees in their career planning, the group requires managers to
engage employees in two-way discussions every six months about career plans.
Department heads have been assigned the responsibility to organize professional
training, while a global rotation system is in place to help employees develop
multiple talents. These talent programs are run on a long-term basis to help
enhance competitiveness. Furthermore, the Company encourages employees with
managerial roles to undertake on-job postgraduate studies and EMBA programs
to further refine theirprofessional skills and management talents.
(VI) Has the Company implemented consumer
protection and grievance policies with
regards to its research, development,
procurement, production, operating and
service activities?
(VI) MiTAC is devoted to protecting customers' interests as part of its product
responsibilities. Products are designed from a life cycle perspective, and the final
approval weighs upon a number of factors such as environmental protection,
convenience to consumers, and protection of consumers' interests. Customer
complaint channels have been established, while litigation and claims procedures
are also available for consumers to state their claims. Customers are able to raise
queries or recommendations through the contact methods specified in the
Company's webpage(http://www.mic-holdings.com.tw/Contact_MHC.html).
(VII)Has the Company complied with laws and
international standards with regards to the
marketing and labeling of products and
services?
(VII) The group takes responsibility for the products and services it sells, and devotes
great attention to marketing ethics. Its R&D, procurement, production and service
procedures have been designed to ensure transparency of product information and
product safety. The Company has published its consumer protection policy and
executed accordinglytoprevent itsproducts/services from causingdamage to

35

Corporategovernance in action Corporategovernance in action Corporategovernance in action Discrepancy from
Yes
No
“Corporate Governance
Evaluation items Best-Practice Principles for
Summary
TWSE/TPEX Listed
Companies”.
consumers' interests, health and safety.
(VIII)Does the Company evaluate suppliers'
environmental and social conducts before
commencing business relationships?
(VIII)The Company has supplier investigation procedures in place, and conducts
regular audits on internal raw material suppliers (and on new suppliers before
initiation of business relationship) to obtain assurance of their environmental
management practices and control of prohibited substances.
Start e-GP green product management system to implement of green parts supply
chain, to select qualified suppliers and to perform a detailed review parts GP and
Restriction of Chemical Substances investigation by GP system.
Currently, the Company requires all suppliers to comply with environmental
protection standards and provide GP-related information for all products supplied.
Furthermore, compliance requirements on EICC have also been communicated to
relevant suppliers through eSCM announcement.
(IX)
Is the Company entitled to terminate
supply agreement at any time with a
major supplier, if the supplier is found to
have violated its corporate social
responsibilities and caused significant
impacts against the environment or
society?
(IX) MiTAC has established “Universal Environmental Specification,” which demands
suppliers to duly comply with all environmental protection requirements for the
products supplied. In addition, MiTAC also demands the suppliers to participate
and observe the EICC (Electronic Industry Code of Conduct). Further, the
Securities Exchange Commission (SEC) of USA has been enforcing Article 1502
of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and requires
disclosures regarding the use of conflict minerals. Some of MiTAC's customers
have issued depository receipts in the USA, and hence are required to declare to
SEC whether conflict minerals were used in previous year's production and
whether such minerals originated from certain African countries. For this reason,
MiTAC has included prohibition against use of “conflict materials” into its green
product policy, and responded accordingly to inquisitions made by the
aforementioned customers. In the meantime, MiTAC investigates its own
suppliers to determine whether the raw materials purchased and used in the
production process contain conflict minerals, and source of such minerals if any.
In 2015, MiTAC completed investigations on 608 suppliers and identified 259
mineral refineries;theyare beingrequired to complywith the same regulations as

36

Corporategovernance in action Corporategovernance in action Corporategovernance in action Discrepancy from
Yes
No
“Corporate Governance
Evaluation items Best-Practice Principles for
Summary
TWSE/TPEX Listed
Companies”.
does the MiTAC group.
IV. Intensification of disclosure
(I) Has the Company disclosed relevant and
reliable CSR information on its website and
at the Market Observation Post System?
(I)
The Company uses its website and MOPS to make relevant and reliable
disclosures of CSR information, including the Company's CSR report and annual
report.
Compliant with the rationale
and practices of “Corporate
Governance Best-Practice
Principles for TWSE/TPEX
Listed Companies”.
V. If the Company has established CSR principles in accordance with "Corporate Social Responsibility Best Practice Principles for TWSE/TPEX Listed Companies," please
describe its current practices and any deviations from the Best Practice Principles:
The Company has established its own CSR principles, which conform with the rationale and practices of "Corporate Social Responsibility Best Practice Principles for
TWSE/TPEX Listed Companies."

37

Corporategovernance in action Discrepancy from
“Corporate Governance
Evaluation items Yes
No
Summary Best-Practice Principles for
TWSE/TPEX Listed
Companies”.
Corporategovernance in action Corporategovernance in action Corporategovernance in action Discrepancy from
Yes
No
“Corporate Governance
Evaluation items Best-Practice Principles for
Summary
TWSE/TPEX Listed
Companies”.
VI. Other information useful to the understanding of corporate social responsibilities:
1. Responsibility of environmental protection
(1) System and policy:
a. Set up the green platform in compliance with the requirements of RoHS/WEEE Directives and REACH and organize green supply chain
management.
b. For performing the corporate responsibility of environmental protection, MiTAC seeks to regulate its obligation of environmental protection
through the product environmental protection declaration statement.
(2) Implementation:
a. For performing the corporate responsibility or environmental protection in electronic industry, MiTAC upgrades its capacity in speeding up
the procurement of green items for its products and parts through green procurement from the suppliers in order to supervise the suppliers to
reduce or ban the use of hazardous substances in the production.
b. MiTAC has made the statement of self-declaration in compliance with the environmental laws effective in the EU on PND products. MiTAC
has demonstrated its strength in environmental protection, and has upgraded its business integrity and competitive power.
2. Contribution to the society:
(1) Systems and policies: a. Sponsorship of the Y.S. Award of Creativity, which helps develop local design talents and improve industry competitiveness.
b. Organize forums on campus to exchange with the university students and share with them the experience in industry.
c. Participation in all kinds of industry seminars to share management and industry experience.
(2) Implementation:
a. MiTAC sponsors the Y.S. Award of Creativity, an event that awards outstanding software designs, industrial designs, and micro film
productions. MiTAC has been promoting awareness for this award on campus, and invites renowned industry figures local and abroad to share
their experience with students in forums. These efforts have been made to inspire local designers and ultimately improve the industry's design
capacity.
b. Winners of Y.S. Award of Creativity are offered internship opportunity. Meanwhile, other top-performing students are also encouraged to
submit internship applications.
3. Consumers' rights and privileges:
(1) System:
For realizing the responsibility for the consumers, MiTAC customer service team spares no effort in creating innovative models and logistics
support system, and promotes this idea and system to all customer service teams of MiTAC in different countries of the world.
(2) Implementation:
Launch the GPS brand for the consumers.
a. “Mio Online Repair Service” allows the customers to request for repair without the constraints of time and place.
b. “Mio Online Education” provides simple and useful content so that customers can learn to use the devices easily.
c. “Mio Online Service” offers round-the-clock question and answer for Mio product information.
d. “Mio Online Update” allows for online product update through simple procedures.
e. “Mio Quick Map” allows the consumers to update their map and product instruction through the facilitation of the distributors in Taiwan.
  • VI. Other information useful to the understanding of corporate social responsibilities: 1. Responsibility of environmental protection

38

Corporategovernance in action Corporategovernance in action Corporategovernance in action Discrepancy from
Yes
No
“Corporate Governance
Evaluation items Best-Practice Principles for
Summary
TWSE/TPEX Listed
Companies”.
4. Human right:
(1) Systems and policies: a. The group's recruitment policy focuses on hiring local employees as the first priority; regardless of where the group operates, it welcomes
local workers and persons with disabilities. Competence is the determinant for employment. There shall be no discrimination against sex,
religion, nationality, and political affiliation. All will be treated equally. The employment policy of MiTAC also explicitly states that all
applicants and employees will be offered equal opportunity in recruitment, employment, development, evaluation, and remuneration.
b. MiTAC concerns for the rights and privileges of its employees, and duly obeys the Electronic Industry Code of Conduct (EICC) and relevant
labor regulations in countries where it operates. MiTAC strictly prohibits hiring of child labor aged below 15, and refrains from assigning
workers aged below 18 to works of hazardous nature. MiTAC seeks to protect the human rights of its workers irrespective of race, skin color,
gender, language, religion, political affiliation or opinion, nationality, social background, wealth, birth, or any other identity differences.
Employees are not discriminated in any way, whether in terms of recruitment or job duty.
c. The group is dedicated to building a gender-equal workplace, and strives to ensure equal opportunities and protect employees' dignity by
strictly prohibiting against sexual harassment in the workplace.
(2) Implementation:
a. MiTAC recognizes the contribution of people with different talents. Any addition or alteration of the policy of the terms and conditions of
employment will be made through mutual consultation and coordination with the people concerned. There is no dispute so far.
b. MiTAC duly obeys labor regulations and respects the opinions of its employees. Any addition or amendment to the employment policy are
fully negotiated between employees and the management. No employment-related dispute has arisen so far.
c. MiTAC has implemented a set of "Regulation Governing the Prevention of Sexual Harassment at Workplace and Complaints" and established
a sexual harassment complaint hotline. Any complaint raised will be attended to by dedicated personnel. In addition, lectures on the prevention
of sexual harassment are being held regularly to avoid sexual harassment in the workplace. These policies and practices have been soundly
enforced so far.
5. Safety and health:
(1) System and policy:
MiTAC has been certified for ISO 14001 - Environmental Protection System and OHSAS 18001 Occupational Health and Safety Advisory
Services System since November 6, 2003. These certifications were attained as reinforcements to the safety and health of employees at workplace,
and to protect employees from occupational injury, death, and prevent protest that arise as a result. These certifications are regularly validated by
third-party institutions and properly enforced throughout the organization.
(2) Implementation:
a. Protect the employees in safety and health, prevent occupational hazards, diseases, and potential danger, encourage the employees to
participate in corrective action plans, and create a safe and healthy work environment.
b. Continual performance improvement in environmental safety and health: MiTAC conducts routine audits and assesses investments where
appropriate to continually improve its environmental safety and health management system.
VII. Describe the criteria undertaken by any institution to certify the Company's CSR report: None.

39

(VII) The practice of business integrity and measures:

Current implementation Current implementation Current implementation Deviation and causes of
No deviation from Integrity
Assessment criteria Best-Practice Principles for
Yes Summary
TWSE/TPEX Listed
Companies
I.
With business integrity policy and action plan in place
(I) Has the Company stated in its Memorandum or external
correspondence about the polices and practices it has to
maintain business integrity? Are the board of directors
and the management committed in fulfilling this
commitment?
(I) MiTAC has implemented "Integrity Code of Conduct" and
published it onto the official website, which the Board of Directors
and the management are bound to obey when exercising authority.
Training courses and awareness campaigns are organized from time
to time toprevent dishonest behaviors from allpersonnel.
Compliant with the rationale
and practices of “Ethical
Corporate Management Best
Practice Principles for
TWSE/TPEX- listed
Companies.”
(II) Does the Company have any measures against dishonest
conducts? Are these measures supported by proper
procedures, behavioral guidelines, disciplinary actions
and complaint systems?
(II) MiTAC has Employee Code of Conduct and Anti-corruption Policy
in place to outline operating procedures and behavioral guidelines
that employees are bound to obey, and disciplinary actions and
grievance systems for violations. Both the code and the policy are
beingrigorouslyenforced.
(III)Has the Company taken steps to prevent occurrences
listed in Paragraph 2, Article 7 of "Ethical Corporate
Management Best Practice Principles for
TWSE/TPEX-Listed Companies" or business conducts
that are prone to integrity risks?
(III) MiTAC demands all employees to refrain from accepting improper
gifts, so that they do not compromise the Company's interests for
personal gains. In addition, all employees have the duty of
confidentiality over business secrets of the Company and other
relevant parties.
MiTAC has implemented relevant measures to prohibit against
bribery (for offering and acceptance), illegal political donations,
and inappropriate charity donations/sponsorships for business
activities thatpresent higher integrityrisks.
II.
Realization of business integrity
(I) Does the Company evaluate the integrity of all
counterparties it has business relationships with? Are
there any integrity clauses in the agreements it signs with
businesspartners?
(I) MiTAC signs an "Agreement on Undertaking of Business Integrity"
when commencing business relationship with a major supplier.

Compliant with the rationale
and practices of “Ethical
Corporate Management Best
Practice Principles for
TWSE/TPEX- listed
Companies.”
(II) Does the Company have a unit that specializes (or is
involved) in business integrity? Does this unit report its
progress to the board of directors on a regular basis?
(II) The Human Resource Development Center is responsible for the
establishment of business integrity policy and prevention measures,
whereas the internal audit function is responsible for supervising
execution of such policy and measures. The internal audit function
conducts random audits on compliance status within the Company,
andproduces audit reports for review bythe Board of Directors.

40

Current implementation Current implementation Current implementation Deviation and causes of
No deviation from Integrity
Assessment criteria Best-Practice Principles for
Yes Summary
TWSE/TPEX Listed
Companies
The Board of Directors of MiTAC will exercise the duty of care as
prudent managers to supervise and prevent dishonest conducts,
while constantly review performance to ensure continual
improvement and sound execution of integrity policy.

(III)Does the Company have any policy that prevents conflict
of interest, and channels that facilitate the report of
conflicting interests?
(III) MiTAC has made a policy for the prevention of the conflict of
interest, and it provides appropriate channels for the directors,
supervisors, and managers in voluntary justification of their
positions, which may entail potential conflict of interest against
The Company.
(IV) Has the Company implemented effective accounting and
internal control systems for the purpose of maintaining
business integrity? Are these systems reviewed by
internal or external auditors on a regular basis?
(IV) MiTAC has established and complied with an effective accounting
system and internal control system. In addition, MiTAC reviews the
systems at any time as needed to ensure the sustained effectiveness
of the system design and implementation. The internal audit
function of MiTAC conducts regular and special audits on the state
of compliance with the “internal control system” and prepares
related audit reports forpresentingto the Board of Directors.
(V) Does the Company organize internal or external training
on a regular basis to maintain business integrity?
(V) Employees are constantly reminded to adhere to integrity principles
in dailybusiness activities.
III. Reporting of misconducts
(I) Does the Company provide concrete whistleblower and
reward system for employees to report misconducts?
Does the Company assign dedicated personnel to
investigate the reported misconducts?
(I) The Company has an Anti-corruption Policy supported by a
whistleblower and reward system. There is a broad range of
misconduct reporting channels available to both insiders and
outsiders, including mailboxes and hotlines that are run by the
Company or by independent third-party institutions. These
reporting channels have been announced to the public, while the
internal audit function is assigned to handle and investigate
reported cases.
Compliant with the rationale
and practices of “Ethical
Corporate Management Best
Practice Principles for
TWSE/TPEX- listed
Companies.”

41

Current implementation Current implementation Current implementation Deviation and causes of
No deviation from Integrity
Assessment criteria Best-Practice Principles for
Yes Summary
TWSE/TPEX Listed
Companies
(II) Has the Company implemented any standard procedures
or confidentiality measures for handling reported
misconducts?
(II) The Company has standard procedures in place to accept and
investigate reported misconducts. The procedures call for an
investigation panel to investigate and discipline wrongdoers, while
at the same time introduce a confidentiality system that ensures
confidentiality of the investigation process and safekeeping of
audit-related documents.
(III)Has the Company provided proper whistleblower
protection?
(III) The Company has created and enforced whistleblower protection to
protect informants against mistreatment.
IV. Intensification of disclosure
(I) Has the Company disclosed its integrity principles and
progress onto its website and MOPS?
(I) The Company has established "Integrity Code of Conduct" and
published onto its website and at the "Corporate Governance"
section of MOPS. Implementation progress of the Integrity Code of
Conduct is disclosed in annual reports.
Compliant with the rationale
and practices of “Ethical
Corporate Management Best
Practice Principles for
TWSE/TPEX- listed
Companies.”
V.
If the Company has established business integrity policies in accordance with "Ethical Corporate Management Best Practice Principles for TWSE/TPEX-Listed Companies,"
please describe its current practices and any deviations from the Best Practice Principles:
The Company has implemented Integrity Code of Conduct, which conforms with the rationality and practices of “Ethical Corporate Management Best Practice Principles for
TWSE/TPEX-listed Companies.”
VI. Other information relevant to understandingthe Company's business integrity (e.g. reviews of business integrity principles): None.

(VIII) Other essential information that can help to understand the practice of corporate governance shall also be disclosed:

For more information on corporate governance, please visit the "Corporate Governance" section on MiTAC's website, or visit the "Corporate Governance" section at MOPS (mops.twse.com.tw).

(IX) Other essential information that helps to understand the pursuit of corporate governance better: None.

42

  • (X) The implementation of the internal control system:

  • Statement of Declaration of Internal Control

MiTAC Holdings Corporation Statement of Declaration of Internal Control

Date: March 25, 2016

The following declaration had been made based on the 2015 self-assessment of the Company’s internal control policies:

  • I. The Company acknowledges and understands that the establishment, implementation and maintenance of the internal control system are the responsibility of the Board and managers, and that such a system has been implemented within the Company. The purposes of this system is to provide reasonable assurance in terms of business performance, efficiency (including profitability, performance, asset security etc), reliable, timely and transparent financial reporting, and regulatory compliance.

  • II. There are inherent limitations to even the most well-designed internal control system. As such, an effective internal control system can only reasonably assure achievement of the three goals mentioned above. Furthermore, changes in the environment and circumstances may all affect the effectiveness of the internal control system. The internal control system of the Company features a self-monitoring mechanism that rectifies any deficiencies immediately upon discovery.

  • III. The Company evaluates the design and execution of its internal control system based on the criteria specified in "Regulations Governing Establishment of Internal Control Systems by Public Companies" (hereinafter referred to as "The Governing Principles") to determine whether existing policies continue to be effective. Criteria introduced by "The Governing Principles" consisted of five major elements, each representing a different stage of internal control: 1. Control environment; 2. Risk evaluation and response; 3. Procedural control; 4. Information and communication; and 5. Supervision. Each of the elements in turn contains certain audit items, Please refer to "The Governing Principles" for details.

  • IV. The Company has adopted the abovementioned criteria to validate the effectiveness of its system design and execution.

  • V. Based on the assessments described above, the Company considers the design and execution of its internal control system to be effective as at December 31, 2015. This system (including the supervision and management of subsidiaries) has provided assurance with regards to the Company's business results, target accomplishments, reliability, timeliness and transparency of reported financial information, and its compliance with relevant laws.

  • VI. This declaration constitutes part of the Company's annual report and prospectus, and shall be disclosed to the public. Any illegal misrepresentation or non-disclosure in the public statement above are subject to legal consequences described in Articles 20, 32, 171, and 174 of the Securities and Exchange Act.

  • VII. This declaration was passed unanimously by all five Directors present at the board meeting dated March 25, 2016. MiTAC Holdings Corporation Chairman: Miau, Matthew Feng Chiang President: Ho, Jhi-Wu

  • Certified public accountants commissioned to conduct internal audit and the audit report: None.

43

  • (XI) In the most recent year and to the date this report was printed, any personnel of the company punished by law, or internal disciplinary action the violation of internal control system by company personnel, the major shortcomings and the state of corrective action: None.

  • (XII) In the latest year and to the date this report was printed, major resolutions of the Board and the Shareholders Meeting:

1. Shareholder meeting:

Date of
Summary of important motions Resolutions Status of implementation
meeting
2015.06.11 1. Acknowledgment of 2014 business
report and financial statements

Voted and approved as
proposed
Act in accordance with the resolution
2. Acknowledgment of 2014 earnings
appropriation
Shareholder dividend: cash
dividend at NT$0.7/share.

Voted and approved as
proposed
Set July 27, 2015 as the ex-date for cash
dividends; and August 14, 2015 as the cash
dividend payment date.
3. Discussion for the amendment of
“Articles of Incorporation”
Voted and approved as
proposed
To proceed according to the amended
“Articles of Incorporation.”

4. Discussion for the amendment of
“Director and Supervisor Election
Policy”
Voted and approved as
proposed
To proceed according to the amended
“Director and Supervisor Election Policy.”
5. Discussion for the amendment of
“Shareholder MeetingRules”
Voted and approved as
proposed
To proceed according to the amended
“Shareholder MeetingRules.”
6. Discussion for the removal of
restrictions against directors’
involvement in competing
business
Voted and approved as
proposed
Act in accordance with the resolution
7. Special motion: shareholders have
proposed to reduce the Company's
share capital by NT$1.5 billion for
cash
Voted and rejected

2. Board of Directors meeting

Date of
Important Resolutions
meeting
2015.02.02 1. Passed theproposal bysubsidiary- MiTAC International Corp.to construct a corporate office building.
2. Passed amendments to "IntegrityCode of Conduct."
3. Passed to assume liability of existing employee stock options (ESO) previously issued by MiTAC
International Corp., and to issue new common shares for the exercise of ESO:
The issuing date of new shares was set as March 2, 2015. In 2014 fourth quarter, 1,061,500 new
common shares were issued for the exercise of ESO.
4. Passed to retire 983,000 and 2,386,000 shares of MiTAC International Corp.that the subsidiary had
repurchased in its 14th and 15th treasury stock buybacks, respectively, but were not transferred to
employees beyond the scheduled expiry date.The capital reduction was scheduled to take effect on
March 2,2015.
2015.03.19 1. Set the date and agendas for the Company's 2015 annualgeneral meeting.
2. Passed the Company's 2014 financial statements.
3. Passed the proposed distribution of 2014 earnings
Shareholder dividend: cash dividend at NT$0.7/share.
Employee bonus: NT$633 thousand in cash
Remuneration to directors and supervisors: NT$2 million
4. Passed amendments to the Articles of Incorporation.
5. Passed amendments to "Directors and Supervisors Election Policy."
6. Passed amendments to "Shareholder Conference Rules."

44

Date of
Important Resolutions
meeting
7. Passed the removal of restrictions against directors' competingbusiness involvements.
2015.05.08 1. Passed reappointment of Remuneration Committee member: Following the resignation of Madam
Ms.Sun Lu-His, former Remuneration Committee member, Mr. Lu, Shyue-Ching was reappointed as a
member of the Remuneration Committee.
2. Passed to assume liability of existing employee stock options (ESO) previously issued by MiTAC
International Corp., and to issue new common shares for the exercise of ESO:
The issuing date of new shares was set on May 8 2014. In Q1 2015, 504,500 new shares of common
stock were issued through exercise of ESO.
2015.06.12 1. Set July27,2015 as the ex-date for cash dividends.
2. Passed to extend credit to subsidiary - MiTAC Computing Technology Corporation for up to NT$1
billion.
2015.08.07 1. Passed the Chairman's concurrent role as CEO of the Company.
2. Passed to remove restrictions against managers' concurrent roles and competingbusiness involvements.
3. Passed to assume liability of existing employee stock options (ESO) previously issued by MiTAC
International Corp., and to issue new common shares for the exercise of ESO:
The issuing date of new shares was set as August 17, 2015. In 2015 second quarter, 10,653,280 new
common shares were issued for the exercise of ESO.
4. Passed to retire 951,000 shares of MiTAC International Corp.that the subsidiary had repurchased in its
16th treasury stock buyback but were not transferred to employees beyond the scheduled expiry date.
The capital reduction was scheduled to take effect on August 17,2015.
2015.08.25 1. Passed to buy back shares of the Company: To be transferred to employees; a total of 20,000,000 shares
shall bepurchased at NTD$18 ~ NTD$21.
2015.11.10 1. Passed the establishment of "Corporate Governance Best Practice Principles", "Corporate Social
ResponsibilityBest Practice Principles" and "Ethics Guidelines."
2. Passed to assume liability of existing employee stock options (ESO) previously issued by MiTAC
International Corp., and to issue new common shares for the exercise of ESO:
The issuing date of new shares was set as November 10, 2015. In 2015 third quarter, 772,550 new
common shares were issued for the exercise of ESO.
2016.01.26 1. Passed amendments to the Articles of Incorporation.
2. Passed the distribution of 2015 Directors' and Supervisors' remuneration totalingNT$2.1 million.
3. Passed a re-organization within MiTAC group: Star Well Technology Limited will contribute additional
capital to MiTAC Investment Co.,Ltd.through one of Star Well's 100%-owned subsidiaries.
4. Passed capital reduction of the Chinese subsidiary- MiTAC Computer(Shunde)Ltd.
5. Passed to assume liability of existing employee stock options (ESO) previously issued by MiTAC
International Corp., and to issue new common shares for the exercise of ESO:
The issuing date of new shares was set as January 26, 2016. In 2015 fourth quarter, 790,430 new
common shares were issued for the exercise of ESO.
2016.03.25 1. Passed the distribution of 2015 employees' remuneration totalingNT$1,767,000.
2. Passed the Company's 2015 financial statements.
3. Passed the proposed distribution of 2015 earnings
Shareholders' dividends: cash dividends at NT$1.6 per share.
Shareholders' dividends: stock dividends at NT$0.4per share.
4. Passed to capitalize earnings into share capital against issuance of 30,793,437 new common shares.
5. Passed amendments to "Third Party Lending Procedures," "Guarantee/Endorsement Procedures,"
"Asset Acquisition and Disposal Procedures," "Derivative Trading Procedures," and "Board of
Directors MeetingProcedure."
6. Passed re-election of Directors and Supervisors.
7. Passed the removal of restrictions against directors' competingbusiness involvements.
8. Set the date and agendas for the Company's 2016 annualgeneral meeting.
9. Passed the disposal of Loyalty Founder Enterprise Co., Ltd., an investment previously acquired by
subsidiarythroughprivate subscription of shares.
10. Passed to extend credit to subsidiary- MiTAC International Corp.for upto NT$2.5 billion.

45

Date of Important Resolutions meeting 1. Passed review of director and supervisor candidates. 2. Passed to assume liability of existing employee stock options (ESO) previously issued by MiTAC 2016.05.10 International Corp., and to issue new common shares for the exercise of ESO: The issuing date of new shares was set as May 10, 2016. In 2015 first quarter, 1,613,830 new common shares were issued for the exercise of ESO. (XIII) Documented opinions or declarations made by directors or supervisors against board resolutions in the last year, up till the publication date of this annual report: None.

  • (XIV) Resignation or dismissal of key personnel (including the Chairman, President, head of accounting, head of finance, chief internal auditor, or head of R&D) in the most recent year up till the publication date of this annual report: None.

V. Details of shares transferred or pledged by directors, supervisors, managers, or shareholders with more than 10% ownership interest in the last year up till the publication date of this annual report

  • (I) Changes of Shares which are owned by Directors, Supervisors, Managers and Major Shareholders
2015 2015 2016 uptill April 23 2016 uptill April 23
Title Name Changes in Changes in Changes in Changes in
shares held sharespledged shares held sharespledged
Chairman
and CEO
Miau, Matthew Feng
Chiang
450,000 0 (4,717,756) 0
Director and
President
Ho, Jhi-Wu 150,000
(652,000)
0 (30,000) 0
Director MiTAC Inc. 0 0 0 0
Representative: Hsu,
Tzu-Hwa
0 0 0 0
Director UPC Technology
Corporation
0 0 0 0
Representative: Way,
Yung-Do
0 0 0 0
Rep: Chang,
Kwang-Cheng
0 0 0 0
Supervisor Chiao,Yu-Cheng 0 0 0 0
Supervisor Lien Hwa Industrial
Corp
650,000 (16,223,000) 729,000 0
Rep: Ching,Hu-Shih 0 0 0 0
Vice President
and head of
finance
Huang, Hsiu-Ling 60,000 0 0 0

Note: The counterparties of shareholding transfers and shareholding pledges are not related parties.

(II) Information of share transfer: Not applicable.

(III) Information of Pledged Shares: Not applicable.

46

VI. Information on the relationship of top 10 shareholders by proportion of shareholding, related parties, spouse, or kindred within the 2nd tier

April 23,2016 April 23,2016 April 23,2016
Shares currently
Shares held in

Disclosure of relationships between the top ten
Remarks
Shares held in own
held by spouse the names of shareholders including spouses, 2nd tier relatives or
nam e
or dependents others closer,or the relationships
Shares held Shareholding
percentage
Shares held Shareholding
percentage
Shares held Shareholding
percentage
Name
Name Relationship
UPC Technology Corporation
Rep.: Miau, Matthew Feng
Chiang
64,814,078 8.30% 0 0.00% 0 0.00% MiTAC Inc. Common chairman
Lien Hwa Industrial
Corp
Common chairman
Tsu Fung Investment
Corp.
The Chairman of the company
also acts as Chairman of the
parent company
Miau, Matthew Feng
Chiang
Chairman of this company
SYNNEX Technology
International Corp.
Common chairman
Getac Technology
Corporation
The Chairman of the company
is the director of this company
MiTAC Inc.
Rep.: Miau, Matthew Feng
Chiang
61,228,286 7.84% 0 0.00% 0 0.00% UPC Technology
Corporation
Common chairman
Lien Hwa Industrial
Corp
Common chairman
Tsu Fung Investment
Corp.
The Chairman of the company
also acts as Chairman of the
parent company
Miau, Matthew Feng
Chiang
Chairman of this company
SYNNEX Technology
International Corp.
Common chairman
Getac Technology
Corporation
The Chairman of the company
is the director of this company
Lien Hwa Industrial Corp.
Rep.: Miau, Matthew Feng
Chiang
47,191,655 6.05% 0 0.00% 0 0.00% UPC Technology
Corporation
Investees valuated under the
equitymethod

MiTAC Inc. Investees valuated under the
equitymethod
Tsu Fung Investment
Corp.
The Chairman of the company
also acts as Chairman of the
parent company
Miau, Matthew Feng
Chiang
Chairman of this company
SYNNEX Technology
International Corp.
Common chairman
Getac Technology
Corporation
The Chairman of the company
is the director of this company
King's Town Bank Co., Ltd.
Representative: Tai,
Cheng-Chih
31,778,000 4.07% 0 0.00% 0 0.00% None None
Cathay Life Insurance Co., Ltd.
Representative:Tsai,Hung-Tu
21,803,000 2.79% 0 0.00% 0 0.00% None None
Mei An Investment Co., Ltd.
Rep.: Tseng,Chung-Lung
16,129,371 2.07% 0 0.00% 0 0.00% None None
Tsu Fung Investment Corp.
Rep.: Ho, Jhi-Wu
10,183,284 1.30% 0 0.00% 0 0.00% UPC Technology
Corporation
The Chairman of the parent of
the company is the chairman
of this company
MiTAC Inc. The Chairman of the parent of
the company is the chairman
of this company
Lien Hwa Industrial
Corp
The Chairman of the parent of
the company is the chairman
of this company
Miau, Matthew Feng
Chiang
The chairman of the parent of
this company
SYNNEX Technology
International Corp.
The Chairman of the parent of
the company is the chairman
of this company
Getac Technology
Corporation
The Chairman of the parent of
the company is the director of
this company

47

April 23, 2016

Shares currently Shares currently Shares currently
Shares held in

Shares held in
Disclosure of relationships between the top ten Disclosure of relationships between the top ten Disclosure of relationships between the top ten Disclosure of relationships between the top ten Disclosure of relationships between the top ten

Remarks
Shares held in own

held by spouse

the names of

shareholders including spouses, 2nd tier relatives or
nam
ordependents
others
closer, ortherelationships
Shares held Shareholding
percentage
Shares held Shareholding
percentage
Shares held Shareholding
percentage
Name
Name Relationship
Miau, Matthew Feng Chiang 8,015,243 1.03% 0 0.00% 0 0.00% UPC Technology
Corporation
Chairman of this company
MiTAC Inc. Chairman of this company
Lien Hwa Industrial
Corp
Chairman of this company
Tsu Fung Investment
Corp.
Chairman of the parent
company
SYNNEX Technology
International Corp.
Chairman of this company
Getac Technology
Corporation
Director of this company
Synnex Technology
International Corporation
Rep.: Miau, Matthew Feng
Chiang
7,084,475 0.91% 0 0.00% 0 0.00% UPC Technology
Corporation
Common chairman
MiTAC Inc. Common chairman
Lien Hwa Industrial
Corp
Common chairman
Tsu Fung Investment
Corp.
The Chairman of the company
also acts as Chairman of the
parent company
Miau, Matthew Feng
Chiang
Chairman of this company
Getac Technology
Corporation
The Chairman of the company
is the Director of this
company
Getac Technology Corporation
Rep.: Huang Ming-Han
6,689,047 0.86% 0 0.00% 0 0.00% UPC Technology
Corporation
A director of the company is
the Chairman of this company
MiTAC Inc. A director of the company is
the Chairman of this company
Lien Hwa Industrial
Corp
A director of the company is
the Chairman of this company
Tsu Fung Investment
Corp.
A director of the company is
the Chairman of the parent of
this company
Miau, Matthew Feng
Chiang
Director of this company
SYNNEX Technology
International Corp.
A director of the company is
the Chairman of this company
VII. The shareholders of the company, the company’s directors, supervisors, managers, and
the business entity directly or indirectly controlled by the company on the same invested
company and also, the consolidated comprehensive shareholding ratio
May15,2016;Unit: share;%
Holding of directors,
supervisors, managers and
Holding of the company
enterprises directly or
Aggregate investment
Investee indirectly controlled by the
company
Shareholding Shareholding Shareholding
Shares held
Shares held

Shares held
percentage percentage percentage
MiTAC
International Corp.
1,429,218,313 100.00 - - 1,429,218,313 100.00
MiTAC Computing
Technology
Corporation

232,757,102
100.00 - - 232,757,102 100.00

Note: The above investments were accounted using the equity method.

48

Four. Status of Capital

I. Capital and Shares

(I) Source of Paid-in Capital

1. Outstanding shares

Unit: share; NTD

Authorized capital Authorized capital Paid-in capital Paid-in capital Remarks Remarks Remarks
Property
Issuance
Effective (approval)
Date Sources of other
Price Shares held Amount Shares held Amount date and reference
capital than
number of capital
cash
2015.03 10
1,100,000,000 11,000,000,000 766,041,561 7,660,415,610 Retirement of
treasury stock
NT$33,690,000
- 2015.04.09
Ching-Shou-Shang-Tzi
No. 10401050170
2015.03 10
1,100,000,000 11,000,000,000 766,546,061 7,665,460,610 Exercise of
employee stock
option in 2015
first quarter -
NT$5,045,000
- 2015.05.29
Ching-Shou-Shang-Tzi
No. 10401100750
2015.06 10
1,100,000,000 11,000,000,000 777,199,341 7,771,993,410 Exercise of
employee stock
option in 2015
second quarter -
NT$106,532,800
- 2015.09.10
Ching-Shou-Shang-Tzi
No. 10401190710
2015.09 10
1,100,000,000 11,000,000,000 776,248,341 7,762,483,410 Retirement of
treasury stock
NT$9,510,000
- 2015.09.10
Ching-Shou-Shang-Tzi
No. 10401190710
2015.09 10
1,100,000,000 11,000,000,000 777,020,891 7,770,208,910 Exercise of
employee
warrant in 2015
third quarter -
NT$7,725,500
- 2015.12.07
Ching-Shou-Shang-Tzi
No. 10401255040
2016.12 10
1,100,000,000 11,000,000,000 777,811,321 7,778,113,210 Exercise of
employee stock
option in 2015
fourth quarter -
NT$7,904,300
- 2016.03.02
Ching-Shou-Shang-Tzi
No. 10501041880
2016.03 10
1,100,000,000 11,000,000,000 779,425,151 7,794,251,510 Exercise of
employee stock
option in 2016
first quarter -
NT$16,138,300
- Registration in process
2016.04 10
1,100,000,000 11,000,000,000 780,631,811 7,806,318,110 Exercise of
employee stock
option in April
2016 -
NT$12,066,600
- Not yet
registered for change

Note: Only information for the last year and up till the publication date of this annual report is shown.

April 23,2016/Unit: share April 23,2016/Unit: share April 23,2016/Unit: share April 23,2016/Unit: share
Authorized capital
Sh t Remarks
are caegory Outstanding Unissued shares Total
Registered
common shares
780,631,811 319,368,189 1,100,000,000 All outstanding shares are
TWSE-listed, and include 8,244,000
treasury stocks that have been
bought back butyet to be retired.

49

2. Information relevant to the aggregate reporting policy: None.

(II) The composition of Shareholders

Ap ril 23,2016/Unit: share ril 23,2016/Unit: share
The composition

of
Foreign
Shareholders Government Financial Other
institutions
Natural Treasury
institutions institutions institutions and foreign persons
Stock
Total

individuals
Qty
Number of
persons
2 18 138 300 92,379 1 92,83
Qty of
shareholding
22 58,942,156 239,964,797 88,209,577 385,271,259 8,244,000 780,631,81
Percentage % 0.00 7.55 30.74 11.30 49.35 1.06 100.0

(III) Diversification of Shareholding

1. Common share

April 23,2016 April 23,2016
Level of holding No. of shareholders Qty of shareholding Percentage %
1 ~ 999 45,284 11,765,288 1.51
1,000 ~ 5,000 34,433 76,158,779 9.76
5,001 ~ 10,000 6,809 51,137,584 6.55
10,001 ~ 15,000 2,022 25,202,286 3.23
15,001 ~ 20,000 1,253 22,869,708 2.93
20,001 ~ 30,000 1,123 28,408,254 3.64
30,001 ~ 40,000 492 17,497,223 2.24
40,001 ~ 50,000 353 16,526,510 2.12
50,001 ~ 100,000 575 41,851,791 5.36
100,001 ~ 200,000 244 33,911,778 4.34
200,001 ~ 400,000 134 37,249,409 4.77
400,001 ~ 600,000 43 20,921,293 2.68
600,001 ~ 800,000 16 11,358,993 1.46
800,001 ~ 1,000,000 9 8,163,500 1.05
More than 1,000,001
shares
Classified byactual needs
48 377,609,415 48.36
Total 92,838 780,631,811 100.00
  1. Preferred share: None.

(IV)List of dominant shareholders

April 23,2016/Unit: share April 23,2016/Unit: share
Shareholding
Name of dominant shareholder
Percentage of shareholding (%)
Qty of shareholding (Note)
UPC TechnologyCorporation 64,814,078 8.30
MiTAC International Corp. 61,228,286 7.84
Lien Hwa Industrial Corp. 47,191,655 6.05

Note: Three shareholders of the Company each holds more than 5% of the outstanding shares.

50

(V) Information on market price, net worth, earnings, and dividend per share

2014 2014 2015 2015 2016 up till
Year
Before Before May 15
Item
dilution After dilution dilution After dilution (Note 5)
Per-share
market
price
High 30.50 29.90 35.40 34.70 26.85
Low 21.80 21.80(Note 6) 18.00 18.00(Note 6) 20.70
Average 27.16 26.52 24.12
Per-share
Net worth
Before adjustment 42.87 44.27 43.99
After adjustment 42.16 40.98(Note 1) -
Per-share
earnings
Weighted average EPS 742,397 742,397 755,205 785,998
(Note 1)
758,126
EPS 1.03 1.03 2.32 2.23 (Note 1) 0.22
Per-share
dividend
Cash dividend 0.68964501 1.60 (Note 1) -
Stock
dividend
From retained
earnings
- 0.40 (Note 1) -
From
capitalization
of surplus
- - -
Accumulated unpaid
dividend
- - -
Investment
return
analysis
Price to Earnings ratio
(Note 2)
24.89 10.80 -
Price to dividend ratio
(Note 3)
36.63 15.66 (Note 1) -
Cash dividend yield
(Note 4)
2.73% 6.39% (Note 1) -

Note 1: 2015 earnings appropriation has been approved by the Board of Directors, but has yet to be acknowledged in a shareholder meeting.

Note 2: Price/Earnings ratio = Yearly average closing price/ Earnings per share.

Note 3: Price/Dividend ratio = Yearly average closing price/ Cash dividend per share.

Note 4: Cash dividend yield rate = Cash dividend per share/ Yearly average closing price.

Note 5: Net worth per share and earnings per share should be based on auditor-reviewed data as at the latest quarter before the publication date of this annual report. For all other fields, calculations should be based on data as at the end of their respective years.

Note 6: The lowest market price per share is the price after ex-right day, so no adjustment is required

(VI) Dividend policy and its implementation

  1. Dividend policies stated in the Company's Articles of Incorporation:

  2. Earnings concluded from year-end account closure are first subject to reimbursement of previous losses and taxation, followed by a 10% provision for statutory reserves and provision/reversal of special reserves as required by law. Any balance remaining may be added to undistributed earnings carried from previous years and distributed at the proposal of the Board of Directors, subject to ratification in a shareholder meeting.

The percentage of dividends to be paid in cash may be proposed at the Board of Directors' discretion based on the Company's financial structure, future capital requirements and profitability, subject to a minimum of 10%; this minimum may be

51

adjusted with shareholders' consent.

  1. The Company aims to maintain its dividend policy stable, and distribute no lesser than 30% of current year earnings as dividends to shareholders.

  2. Dividend distribution proposed for the upcoming shareholder meeting Based on the principles above, a dividend proposal was made by the Board of Directors on March 25, 2016 to distribute dividends for 2015 at NT$1.6 cash and NT$0.4 stock per share. This proposal will be presented for approval at the annual general meeting on June 21, 2016.

  3. Expected changes in dividend policy: The Company does not expect any major changes to its dividend policy.

(VII)Impacts of stock dividends, to be proposed during the next general meeting of shareholders, to the company’s business performance and earnings per share.

Year
Item
Year
Item
Year
Item
2016
(Projected)
Opening paid-upcapital(NTD thousands) 7,778,113
Dividends for
the current
year
Cash dividendsper share(NTD$) 1.6
Stock dividends per share (from capitalization of
earnings) (shares)
0.04
Stock dividends per share (from capitalization of
reserves) (shares)
-
Changes in
business
performance
OperatingIncome Not
applicable
(Note)
Year-on-yearpercentage variation of operatingincome
After-tax net income
Year-on-year percentage variation of after-tax net
income
EPS
Year-on-year percentage variation of earnings per
share
Yearly average return on investment (a reciprocal of
yearlyaverage Price to Earnings ratio)
Pro forma
EPS
and P/E ratio
If capitalized earnings
were entirely distributed as
cash dividends instead
Pro forma EPS
Pro forma yearly return
on investment
Without capitalization of
reserves
Pro forma EPS
Pro forma yearly return
on investment
Without capitalization of
reserves and if capitalized
earnings were entirely
distributed as cash
dividends instead
Pro forma EPS
Pro forma yearly return
on investment

Note: According to "Regulations Governing the Publication of Financial Forecasts of Public Companies," the Company is not required to disclose 2016 estimates because it does not publish complete financial forecasts.

(VIII)Employees’/Directors’/Supervisors’ remuneration

  1. Percentage and range of employees’/directors’/supervisors’ remuneration stated in the Articles of Incorporation

Annual profits concluded by the Company (i.e. pre-tax profit before distribution of

52

employees'/Directors'/Supervisors' remuneration) shall be subject to employee remuneration of no lesser than 0.1% and director remuneration of no higher than 1%. Remuneration shall be distributed with the resolution of the Board of Directors. However, profits must first be taken to offset against cumulative losses if any. Employees’ remuneration, as mentioned above, can be paid in shares or cash and to employees of affiliated companies that satisfy certain criteria. This certain criteria may be determined under the Chairman's authority.

  1. Basis of calculation for employees'/Directors'/Supervisors' remuneration and share-based compensations; and accounting treatments for any discrepancies between the amounts estimated and the amounts paid:

  2. (1) Basis of estimation for employees'/Directors'/Supervisors' remuneration: 2015 employees' remuneration was proposed at a percentage no lesser than 0.1% of pre-tax income (before employees'/Directors'/Supervisors' remuneration); Directors' and Supervisors' remuneration were proposed using fixed amounts.

  3. (2) Basis of estimation for share-based employee remuneration: The number of shares to be paid as employee remuneration was determined based on the closing price one day before the board resolution date, after taking into consideration the effects of stock and cash dividends.

  4. (3) Accounting treatments for any discrepancies between the amount estimated and the amount paid: To be treated as changes in accounting estimates.

  5. Remuneration passed by the Board of Directors:

  6. (1) Employees’/Directors’/Supervisors’ remuneration, in cash or in shares. If the proposed payment is different from the amount estimated in the year the expense was recognized, please disclose the amount, the cause and treatment of such difference: The Board of Directors has proposed a cash remuneration of NT$1,766,631 for employees and NT$2,100,000 for Directors and Supervisors; all of which were indifferent from the amounts estimated in the year the expense was recognized.

  7. (2) Percentage of employees’ remuneration paid in shares, relative to after-tax net income and total employees’ remuneration shown in standalone financial statements: Not applicable as no proposal was made to pay 2015 employee remuneration in shares.

  8. Actual payment of employees’/Directors’/Supervisors’ remuneration in the previous year (including the number of shares allocated, the sum of cash paid, and the price at which shares were issued), and any differences from the figures estimated (explain the amount, the cause, and treatment of such discrepancies):

Actualpayment in cash
Employees’ remuneration
Remuneration to directors and supervisors
633 thousand
2,000 thousand

Note: The amount of employees' remuneration and Directors'/Supervisors' remuneration paid were indifferent from the amount estimated.

53

(IX)The repurchase of shares by the Company:

May 15, 2016 In thousands of New Taiwan Dollars/ thousand shares

Instance of repurchase Fifth
Date of Board Resolution 2015.08.25
Purpose of repurchase Assignment of shares to employees
Repurchaseperiod August 27 to October 1, 2015
Price range NTD$ 18 to NT$ 21
Expected share repurchase Common shares
20,000
(type and quantity)
Completed share repurchase Common shares
8,244
(type and quantity)
Amount of capital stock 169,362
repurchased
Average 20.54
cost of shares repurchased(NTD$)
Share price had risen above the
intended price range. Subsequent
buybacks were suspended due to
consideration for shareholders'
interests, the market system, and
alternative use of capital.
Reasons for not completing
according to Board resolution
Number of shares retired and 0
transferred
Accumulated quantity of holding in 8,244
Companyshares
Accumulated proportion of holding 1.06%
Company shares in proportion to
total outstanding shares of the
Company

54

II. Employee stock options

  • (I) Employee stock options unexpired and outstanding as at the publication date of this annual report, and impacts to shareholders’ equity:
May15,2016 May15,2016
The 11th issue of employee stock options
Type of Employee Stock Options
(Note 1)
The effective date of declaration 2012.9.18
Issuance date 2012.10.11
Quantity of outstanding shares 19,375units
Quantity of shares for subscription
in proportion to total quantity of
outstanding shares
Ratio
2.53%
Valid duration 6 years
Performance Issue new stock shares
Restricted exercise period and
percentage (%)
Employees holding stock options for more
than two years can exercise their options
until ten days before the expiration date,
except when transfer of stock is suspended
by law.
DurationExercise Percentage
More than 2 years
50%
More than 3 years
75%
More than 4 years
100%
Stock shares exercised 4,599,620 share
Stock value exercised NTD$ 88,787,742
Unexercised underlying shares for
the options(note 2)
14,193,630 share
Stock option price of outstanding
stock option
NTD$ 19.1
Percentage of unexercised shares
relative to total outstanding shares
(%)
1.82%
Impact on shareholder’s equity Holders of our company’s options cannot
exercise the options according to these
regulations until two years after the
options are granted. As a result, said
options do not create significant impact on
shareholders’ equity.

Note 1: The issuance was made as part of the share exchange dated September 12, 2013 for a general assumption of employee stock options issued by the acquired entity - MiTAC International Corp. The quantity and price of shares have already been adjusted using the share exchange ratio (MiTAC International Corp.: MiTAC Holdings Corporation = 1:0.5).

Note 2: After deduction of relinquished shares.

55

  • (II) The names, and acquisition and subscription of shares by managers who have acquired ESO and the top 10 employees entitled to subscription under ESO as of the date this report was printed.

  • Managers

May 15, 2016
In thousands of New Taiwan Dollars/ shares
May 15, 2016
In thousands of New Taiwan Dollars/ shares
May 15, 2016
In thousands of New Taiwan Dollars/ shares
May 15, 2016
In thousands of New Taiwan Dollars/ shares
Exercised Unexercised
Shares of Percentage of
obtained
obtained
Percentage of Subscribed stock price Percentage of
Type Title Name stock stocks to Exercise
exercised shares
(NTD$) exercised shares

Sbiti
Sbiti
options outstanding Quantity
price
uscrpon
relative to total
Quantity uscrpon relative to total
(Note) shares (NT$) amount outstanding Term Price amount outstanding
shares shares
Managers CEO Miau,
Matthew
Feng
Chiang
1,550,000 0.20% - - - - 1,550,000 Eleventh 19.1 29,605 0.20%
President Ho,
Jhi-Wu
Vice
President
and head of
finance
Huang,
Hsiu-Ling

Note: Net of forfeited shares.

56

2. Top-10 employees (refers to employees other than managers)

May 15, 2016 In thousands of New Taiwan Dollars/ shares

Exercised Unexercised
Shares of Percentage Ratio of Subscribed stock Ratio of
obtained of obtained shares price(NTD$) shares
Type Title Name stock stocks to Exercise
subscribed

subscribed
bii bii
options outstanding
Quantity
price Suscrpton
to the total
Quantity Suscrpton
to the total
A A
(Note 1) shares (NT$) mount number of Term Price mount number of
shares shares
issued issued
Group
Employee
President of
subsidiary
Michael Lin 4,550,000 0.58% 918,000 19.5
19.1
17,674 0.12% 3,632,000 Eleventh 19.1 69,371 0.47%
Vice President of
subsidiary
Albert Mu
Vice President of
subsidiary
Chang,
Yao-Chun
Vice President of
subsidiary
King Chen
(Note2)
Vice President of
subsidiary
C. J. Lin
President of
subsidiary
Chou, Charlotte
President of
subsidiary
Shu-Chi Peggy
Fong
Vice President of
subsidiary
Percy Chen
Special Assistant
of subsidiary
Crystal Yang
Vice President of
subsidiary
Alice Fang
(Note3)

Note: 1. Net of forfeited shares. Note2: Retired in July 31, 2015 Note3: Retired in April 1, 2016

57

Five. Operation Overview

The Company a holding company mainly engages in investments as its specialty. The subsidiaries major operations are development, design, manufacture, and sales of computers and ancillary equipment as well as Communication related products. Therefore, the relevant operation conditions are described according to the subsidiaries’ business.

  • I. Business Activities:

(I)Scope of business

  1. Principal business activities

  2. (1)Cloud computing products: include workstations, servers and storage devices; corporate and channel server / workstation series such as Intel-based and AMD-based X86 advanced servers / workstations (2-processor, 4-processor and 8-processor), IBM OpenPOWER-based single-processor and 2-processor servers and high-capacity servers, and integrated enterprise servers / workstations developed for specific customers; All-In-One LCD PCs, Mini PCs, POS systems, embedded industrial Panel PCs, BOX PCs and main boards.

  3. (2)Mobile communication products: include auto electronics (e.g. in-car navigation, in-car audio amplifier), consumer electronics (e.g. portable navigation device (PND), GPS-enabled digital drive recorder), enterprise electronics (e.g. fleet communication/navigation devices, industrial-use tablet PCs), outdoor/recreational navigation devices, wellness wearable wristbands, and smart navigation and cloud-based services.

  4. Business distribution

Business distribution
In thousands of New Taiwan Dollars
2015
Ratio (%)
50,054,765
100.00
Year
2015 Ratio (%)
Products
Computer &
communication
products
50,054,765 100.00
  1. Major Products

  2. (1) Cloud computing product

    • Cloud Computing Server

    • Rack-mounted servers

    • Blade servers

    • JBOD (Just a Bunch Of Disks) enclosure

    • RBOD (RAID Bunch Of Disks) enclosure

    • OCP (Open Compute Project) server

    • All-In-One LCD PC

    • Mini PC

    • POS system

    • Embedded industrial use system

    • Embedded industrial use main board

  3. (2) Mobile Communication product business

    • Portable navigation device (PND)

    • Carplay Display Audio & Connected Car Tablet & Navigation Box

    • Car Amplifier

    • GPS Bike Computer

    • Outdoor Lighting Control

    • Wellness wearable wristband

58

     - `‧` Consumer electronics

     - `‧` Outdoor navigation devices

     - `‧` Fitness navigation device

     - `‧` Auto electronics

     - `‧` Enterprise electronics

     - `‧` Mobile Health

     - `‧` Mobile cloud storage
  1. New products or technology under planning

    • (1) Cloud computing product

      • Development of cloud computing servers

      • Optimized virtual server

      • Communication server

      • Development of cloud storage and related technologies

      • Network Switch

      • Total system solutions

      • System protocols and integration of Thin Client computers & servers

      • Development of All-In-One LCD PC technologies

      • POS system (point-of-sale system): encompasses technologies such as RPOS (Retail POS), MPOS (Mobile POS) and payment (contact/contact-less)

      • Embedded systems and main boards for induatrial terminal applications

    • (2) Mobile Communication product business

      • Cloud computing applications and technologies

      • Integrated data capture, voice, and wireless broadband communication

      • Global positioning system (GPS), electronic navigation technologies and mobile positioning services

      • Display Audio with Smartphone Link

      • Connected Device for Fleet Management

      • Wellness Band

      • Fitness Watch

      • Event Recorder

      • DVR and driving safety reminder

      • Development of portable healthcare systems and applications

  2. (II)Industry overview

  3. (1) Current condition of the industry and its development

According to DIGITIMES Research, worldwide shipment of server systems increased 9.8% in 2015; this growth is expected to continue into 2016 and result in another 5.9% increase in shipment. This growth was mainly attributed to increased demands for Internet Data Centers (IDC). Development of cloud computing applications and social network compelled big businesses, like Amazon, Facebook, Google, and Microsoft, to construct data centers around the world in order to meet the market's demand. Economic development and government initiatives in China also inspire major telecommunication carriers and network service providers to commit resources into the installation and expansion of cloud computing and data centers, thus create demands for server hardware. x86 remained the mainstream platform adopted by new data centers worldwide. Although integrated systems were relatively small in terms of market share, they still make noticeable contributions to the growth of x86 servers.

59

For large data centers, it is increasingly common for customers to evaluate their investments based on Total Cost of Ownership (TCO), where factors such as stability, usability, ease of maintenance, ease of use, ease of management, and more importantly, energy consumption and efficiency, all need to be taken into consideration. For this reason, it is increasingly popular for customers to customize their systems and order directly from ODM/OEM. This new business model, referred to as ODM Direct, presents challenges to conventional branded manufacturers. In view of this new trend, branded manufacturers have taken the initiative to transform and adapt by introducing an integrated server that incorporates computing, storage and network switch functions all in one system to meet the needs of enterprise customers. Meanwhile, extensive efforts have also been made to refine and promote data center solutions and acquire cloud software developers to complement their transformation into solution/service providers.

In 2016, cloud computing applications will continue to grow, given the widespread of mobile devices and rising opportunities from Internet of Things (IoT). Demands for social networking may also create opportunity for big data analysis and related services. Based on Gartner's estimates, the server market should maintain its consistent growth in the future. However, given the prevailing economic realities and exchange rate volatility, some regions may not perform as well as others.

Although end-user PCs are lacking significant growth, there is however a shift towards AIO PCs because of the touch control and their appealing design, which makes AIO PC the main growth driver in desktop computers. According to DIGITIMES Research, AIO PC accounted for 10.5% of desktop (DT) shipments in 2015.

In terms of POS (point-of-sale) systems, market research companies have estimated shipment of POS devices to grow steadily to 1.8 ~ 2 million units. Apart from Windows-based systems, which is currently the mainstream, other operating systems such as Android have also emerged rapidly. There have recently been several new applications of the POS system that take advantage of tablet PCs and smartphones, such as menu ordering at restaurant, retail checkout, and warehouse management. These new applications will likely create demands for replacement purchases. According to studies made by international research and consultancy institutions, there will be increasing demands for POS systems to incorporate mobile payment features.

With regards to mobile healthcare, Global Industry Analysts, Inc. recently published a survey of the healthcare IT market that estimated the market's value to reach US$66 billion by 2020. The Asia Pacific region, in particular, presents potential compound growth rate of 11% per annum. Product-wise, the market is looking for solutions that would improve the profitability of medical institutions and enhance healthcare quality, and mobile healthcare seems to meet both requirements. Apart from which, other medical-related solutions such as decision support system, data storage/management, mobile computing and medical tourism are all expected to sustain growth in the future. According to the latest report of IDC, shipment of wearable devices may grow to 126.1 million units by 2019 as new suppliers, new products and new application come into play. This would represent a compounded annual growth rate (CAGR) of 45.1%. Apple, Google and Samsung all launched their own smart health platforms in 2014 as a strategic move towards this new opportunity. These platforms will be used to gather patients' data for big data analysis and future applications.

The "2015 China Medicine and Internet Development Report" made several predictions about online pharmaceutical retailers, that: with further deregulation of the prescription policy, the distribution of prescription drugs may shift from hospitals and physical retailers toward online retailers. Hospitals may shift as much as $11 billion of outpatient drugs, particularly non-injection and OTC types, from physical distribution to online distribution. As for other channels, approximately $12 billion of drugs will be distributed online instead of physical retail stores. The report pointed out that the value of drugs distributed online will increase from $15 billion to $22.7 billion, which represents

60

10% of the pharmaceutical market and a monumental milestone in online pharmaceutical distribution.

Medical resources in China are severely inadequate and unevenly allocated; and given the popularity of cellphones, Internet and mobile healthcare APPs, it is very likely for patients to receive medical consultation over mobile devices at lesser cost with greater ease, if the regulation allows so.

In terms of mobile communication products, while global sales of portable satellite navigation products has been declining over the years, related applications of satellite navigation has continued to thrive with other handheld or mobile devises.

According to the statistics released by a market survey firm, the traditional market of industrial use tablet PC would enjoy compound growth of approximately 11.1% and the quantity would be 5.4 to 7.4 million units. Traditionally, the Windows of Microsoft is the dominant operating system. With its free licensing and the advantage of high-level customization, Android rapidly rose in the newly emerged market and application. Examples are mobile health, vehicle-mounted tablet, and Mobile POS.

In product planning, The Company will gradually switch to embedded vehicle-mounted GPS equipment and bicycle-use GPS Tracking system as the mainstream product line of development. At the same time, new products featuring GPS tracking technologies like the GPS sports watch would also be in the plan. Besides traditional GPS tracking products, the Company will also be planning product launches in new directions, and the most prominent of all are wearable devices and IoT-related products. With respect to wearable devices, products will be integrated with the Company's existing cloud computing services and hardware/software environment to provide total solution for customers; in the IoT segment, the Company will integrate products with GPS technology and work with customers to explore broader applications in this new field.

  • (2) Linkage of industry upstream, midstream, and downstream

The industry in which our group operates is regarded the downstream. The upstream comprises of IC and chip manufacturers, the midstream comprises of component manufacturers, and the downstream comprises of end products such as servers and consumer products.

==> picture [423 x 244] intentionally omitted <==

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

Application Power management Wireless
Graphic ICs
processors ICs communication ICs
Panel driver ICs PC peripheral ICs Touch control ICs RFID ICs
Memory Touch panel Lens Antenna Battery PCB
Passive Thermal
Connectors components Hard disk Casing module Fan
Power supply Acoustic Active Cables, solder
Disk array unit component component paste
Wearable
Embedded Servers PND Tablet PCs
devices
Main chips
Components
design and Assembly,
manufacturing
----- End of picture text -----

  • (3) Development trends and degree of competition for our products a. Cloud computing products:

61

X86 architecture remains the mainstream among the Company's products, while SPARC/RISC systems still also have a significant role to play. System on Chip (SOC) servers are currently under development. General-Purpose computing on Graphics Processing Units (GPGPU) has a certain market share in the application of High-Performance Computing (HPC). Meanwhile, IBM's OpenPOWER Foundation is currently expanding, which makes OpenPower-based products another strong contestant in the market.

In terms of product types, aside from the standard Rack-mount Units, due to the requirements on Total Cost of Ownership (TCO) from data centers, high density/multiple computation node and low energy consumption products have become development trends. Furthermore, large corporations such as Facebook, Baidu, Alibaba and QQ have even devised their own specifications (e.g. OCP, Scorpio) based on the needs of their own data centers and are requesting manufacturers to custom-make their equipment. For general servers, as the technology has become mature, ODM firms face brutal competition. The demand for cloud computing servers (high density and high effectiveness servers) can provide more differentiated strategies for ODM firms because difference exists among all product specifications and require high ability of design and integration.

Because the trend of Cloud Computing increased the market for Thin Client computers, demand grew as a result. In the past, only remote access was possible, the computers have grown to support area browser and have evolved to support VOIP and video conferencing. Computers have evolved from small screens to the capacity to support multiple high resolution monitors, and fan-less architecture have become the norm. In terms of product structure, Thin Client computers have evolved from traditional micro independent cases to All-in-one and Portable computers. In terms of platforms, SOC integrated chips have been developed from x86 architecture. Because All-in-one products allow the application of many new technologies on the hardware, this feature set them apart from traditional terminal products. Manufacturers can adopt differentiated strategy in the competition, such as multimedia, green/energy saving, and sensing technology.

b. Mobile communication products:

Regarding consumer products, we see that PNDs have evolved into personalized navigation service. Combined with LBS data, such service can integrate smart phones and internet connection functions, retrieve cloud data in a timely manner, and perform individualized service. In the outdoor application of PNDs, the trend is moving toward the area of outdoor sport and leisure use. Professionals are increasingly adopting them for bicycle and running applications. At this moment, digital drive recorders have become popular in Asia-Pacific markets, while in-car application is prevalent in Europe and the U.S. When used for “field of view support” (such as rear view cameras or panoramic support systems) or “image identification” (i.e. detecting obstacles and road lanes in Lane Centering Assist or Automatic High Beam system), digital drive recorders can form part of the vehicle safety system. In the product competition of professional PND products, we not only need competence in the GPS units, the brightness of monitors, energy saving design, and waterproof design all require intensive technology integration from upstream to downstream. Additionally, smart phones with Apps will chip away some consumers. How we can compete with various software companies is another problem we face in consumer products.

Mobile health products could be classified into two major categories: mobile care and long-term care. Mobile care products are designed to consolidate information needed by medical personnel, and help them complete clinical works with greater efficiency, thereby providing patients with better quality care. Information gathered from portable devices will be stored permanently using the same format as digital charts in a database designated specifically for clinical data. This database will facilitate data mining for various purposes such as solution for clinical problems,

62

development of clinical knowledge bank, and decision support. However, these products will still be prone to price competition from digitized conventional healthcare information systems.

In terms of long-term care, MiTAC offers dynamic evaluation systems for use within medical institutions, as well as wearable devices for long-term care outside medical institutions. The wearable devices will enable data collection over a longer period, thus provide caregivers with continual information to make more appropriate decisions. However, the Chinese market currently offers limited prospect for this product due to policy constraints.

(III)Technology and R&D overview

  1. Committed R&D expense
In thousands of New Taiwan Dollars In thousands of New Taiwan Dollars
Year 2016 first quarter
2015
Item (Note)
Research and
development expense
2,356,604 570,767

Note: up to the quarter before the publication of the annual report.

  1. Successfully developed technology or product in the latest year or up to the publication date of the annual report

As a response to the development trends of global wireless communications, mobile communications, and cloud computing, MiTAC’s main R&D strategy is controlling the development schedule of new technology and products, and launching new technology products whenever possible with the R&D talent pool in Taiwan, China, and the US. We follow the product specification set by technology leaders in mainstream markets and create our own technology through R&D. We can also roll out products that meet market demand to control business opportunities. The diversity and comprehensiveness of MiTAC products combined with the support of a well-integrated supply chain and globalized manufacturing locations is our advantage over the competition.

  • (1) Significant achievements are as follows:

  • a.TYAN joined OpenPOWER Foundation in January 2014 and became one of its founding members. Later in April, TYAN joined IBM in the announcement of world's first OpenPOWER CRB (Customer Reference Board), which allows software and hardware developers to test their products for compatibility and optimization on the OpenPOWER platform. TYAN has also been working with IBM to develop a high-performance server for IBM's data center. The high-performance server began its deployment in June 2015, ans was later commissioned into service in December 2015. TYAN is currently developing a dual-processor OpenPOWER platform that supports NVIDIA's latest NVLink technology (high-speed connection for multiple GPUs); the product is scheduled to be released to the public in August 2016.

  • b.We formed corporate cooperative alliance with leading brands in the industry. We introduce high efficiency processor technology and provide servers and workstations so that we can become a leading brand in channel sales.

  • c.We integrate cloud smart solutions and Smart GPS device and integrate our brand-new SoLoMo (Social, Local, Mobile) user experience into navigation service. We offer these products to users eager to discover local information. Meanwhile, such smart solution is also a solution designed to integrate on-board education, entertainment, and mobile internet service platform.

  • d.By participating in Microsoft's "Azure Certified for IoT Launch Partners" introduced toward the end of the previous year, the Company expects to offer IoT

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solutions that run on Microsoft Azure, which will enable big data analysis and bring more value-adding services to customers.

  • (2) Products

  • a. Cloud Computing products series

  • ①Servers: Following the uprise of cloud computing and demand for data centers, MiTAC has launched a series of single, duo, and quad processor servers by leveraging on the R&D capability and team it has built up over the years. By applying system integration, MiTAC was able to develop high capacity yet energy-efficient servers that conform with ongoing demands for greenness and energy conservation, and thereby lower customers' Total Cost of Ownership (TCO) when constructing server farms. Apart from x86, the Company will also devote resources into IBM's OpenPOWER architecture and system-on-chip servers.

  • ②Storage device: As a response to the increasing demand for massive data transmission and storage brought about by cloud computing, and growth opportunities presented in the storage market, MiTAC continues to commit its R&D team to the development of new storage technologies and products. This includes high-density, SBB2.0-compliant JBOD/RBOD products with SAS12G interface.

  • ③Total system solutions: Total system solution has revolutionized the ways servers used to be designed. Not only does it optimize the use of space and computing power, it also makes server configurations more flexible and energy-efficient. OCP and Scorpio 2.0 designs, for example, have the potential to increase node height by 5% and internal width by 11%, which increase overall space utilization by 31% and allow as much as 2 times the hardware density. The additional space also creates more possibilities for node designs. In light of market's new trend and customers' new demands, MiTAC committed its R&D team into the development of total system solutions, and eventually sold its products to Japanese ISPs for data center construction.

  • ④At Computex, TYAN unveiled a full range of high-capacity, power-saving, and energy-efficient products for cloud application, including: the TYAN Yellow River series (for intensive cloud computing), TYAN TN series (storage solution for cloud computing), the TYAN FM65 series micro servers (cloud computing solution that offers even greater energy efficiency).

  • ⑤During SC'15, TYAN showcased its solutions for high-performance computing (HPC) and Cloud Computing that are increasingly popular enterprise users. TYAN's solutions in this area include a general server that supports the latest Intel® Xeon® E5-2600 v3 processor, a high-end 2-DIMM/4-DIMM server that supports Intel Xeon Phi® processor, and a high-performance server that supports IBM's OpenPOWER architecture.

  • ⑥Medium and high-end workstations: Powered by Intel® (or AMD) processors, these workstations support 1-DIMM/2-DIMM and feature at least one PCI-E Gen.3 x16 socket with high-performance graphics card and audio chipset to give users an excellent work environment.

  • ⑦All-In-One integrated LCD PC in 21.5” and 23.6” variations with convenient user interface features such as embedded touch screen, webcam, and VoIP communication.

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  • ⑧In 2012, MiTAC was engaged in a strategic joint venture with Intel for the launch of Thin Mini-ITX, the very first standard platform exclusively designed and manufactured for channel customers. A new, innovative version was introduced soon after in 2013 featuring an independent graphic display card and simple trendy design, which allowed easy and cost-effective customization for use in distribution channels. The innovative design manifests itself in multimedia, green/energy saving, and sensing technology. Later in 2014, a portable version was introduced with long battery life that makes it suitable for many applications. Its high level of integration has set new standards for the next generation of products. In 2015, a new model featuring wireless charging was launched in conjunction with Intel.

  • ⑨Mini PC: These are highly integrated PCs featuring fan-less designs, legacy connectors, and support for Intel's high-performance chipset - Baytrail. Their simplistic design makes them widely popular in commercial and office applications.

  • ⑩Embedded industrial systems: Depending on customers' needs, MiTAC develops BOX PCs and Panel PCs that operate in wide temperature ranges for industrial use. Their support for multiple connector options makes them versatile in a broad range of applications.

  • ⑪Embedded industrial main board: in a strategic joint venture with Intel, the Company pushed the Atom platform into embedded industrial applications and introduced new generation of wide temperature products to satisfy different terminal applications. In 2015, MiTAC's new-generation products are gradually being introduced into customers' applications.

  • ⑫POS (point-of-sale) system: To address customers' demand for lightweight and better utilization of space, MiTAC has been developing a series of tablets with dual operating systems and varying screen sizes. Some of which even have payment features built-in to satisfy the needs of commercial users. These innovations have been rated favorably by ODM customers.

  • b. Mobile communication products

  • ①Mio launched the 6-series of digital drive recorder products in 2015. The MiVue 6 emphasized on ease of backup, giving users the ability to backup recorded videos using either WIFI connection or the proprietary dual-memory card deisgn. A MiVue App has been designed to pair exclusively with MiVue 658 WIFI, thus allowing users to backup video onto cellphone while recording, all with the touch of a button. The 6-series is also the first digital drive recorder to have front and back cameras built in at the same time. Both cameras feature 1080P resolution, 30FPS and large apeture, which make the product the number one choice to the most demanding consumers.

Product
Name
Region Media Award Logo
MiVue 698 Russia Megaobzor Editors choice

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MiVue 658 Russia Megaobzor Editors choice
MiVue 688 Russia Almodi.org Recommended
buy
MiVue 658
Touch
BLX ANWB ANWB award
MiVue 685
WIFI
Taiwan IT month 100 innovative
  • ②Mio's Mivue 568 Wifi features the latest "one-touch backup" function that backs up recorded videos onto cellphone simply with a touch of button (when paired with an exclusive APP). The unit also has a 4M-pixel lens built-in to record video at 1296p Extreme HD resolution, instead of the usual 1080p Full HD. The unit uses its built-in GPS function to detect cuising speed and sensors to detect tyre pressure, and sends corresponding notifications for driver's safety.

  • ③Magellan SmartRV and SmartFleet: A successor to the Company's revolutionary personalized navigation service, the SmartGPS technology has been further expanded and applied to sports utility vehicles and fleets. The service not only allows users to receive LBS data and access their personalized navigation over cloud, but also enables fleet managers to coordinate vehicles wirelessly over the cloud system.

  • ④ORV (Off-road Recreation Vehicle) SmartECO System: This system allows users to receive LBS (Location-based Service) information and access personalized navigation data stored on cloud, which can then be used to plan recreational routes. It combines the functionalities of cloud system, smartphone, PC, and navigation device.

  • ⑤Connected Car Tablet: Designed exclusively for enterprise customers with vehicle management requirements, the tablet has 3G/BT/WiFi connectivity built in and transmits real-time vehicle data back to the cloud, thus enable communication and interaction between the despatch center and the driver. These tablets have been tested under more rigorous conditions for vehicle use.

  • ⑥During Computex 2015, Mio showcased its rearview mirror DVR that also records video through the rearview mirror. The product received overwhelming praises for its excellent image quality and wide recording angle.

  • ⑦During Comutex 2015, MiTAC introduced wellness wearable solutions and sports watches to help people record and analyze biological data and keep track of sleep and exercises in their busy lifestyle, so that actions can be taken to achieve work-life balance. The product has been scheduled to launch in mid-2016.

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  • ⑧Industrial use tablet PC and portable devices: The Company launched the very first portable tablet PC exclusively designed for mobile healthcare in 2012, which won the “Best of Computex” award. In an attempt to deliver efficient “patient safety” in mobile healthcare, the Company worked in conjunction with the healthcare system and developed a total solution for administration of chemotherapy medication, which later won the National Quality Award. In 2013, a complete product line was introduced during “Medica” in Germany, which won the Company the "IF" Award in 2014 and 2015.

  • ⑨Mobile healthcare solution:

  • I.Mobile Nursing Information System: Unlike ordinary nursing information systems, the mobile feature aims to provide nursing staff with the most relevant information depending on the time, place, and works involved. The system also works to ensure patients' safety, as information such as barcodes, images or picture aids are used to help identify patients and control procedures such as drug administration, blood transfusion, and blood collection. Smart features such as task scheduling, notifications and data entry help nursing staff focus on their jobs and reduce time spent on activities unrelated to nursing. By adopting international standard phrases and codes, new medical staff can rapidly search for relevant knowledge from database to assist their decisions. Lastly, the system provides real-time data on performance and costs that would prove useful in hospital administration.

  • II.Long term Care Assessment System: The system is developed to generate assessment reports on-demand. Featuring a unique interface design, users can quickly complete the assessment questions (and skip irrelevant questions, as prompted) to receive immediate feedback of the assessment result. The system is also connected to a set of clinical nursing guides that suggests standardized nursing programs for the user, and thus save time on assessments while improve quality of nursing care.

(IV)Long- and short-term business development plan

  1. Cloud Computing products series

  2. (1)Short-term business development plan: In terms of product strategy, we continue with cooperative development and production plans with existing customers or chip manufacturers in workstations, servers, and storage device. Demand for servers in China has been growing in recent years. To capture this trend, MiTAC is actively looking for system integration service providers to cooperate in a long-term relationship, or local firms that can provide cash flows and logistics management to serve customers in a timely manner.

  3. (2)Long-term business development plan: In terms of product strategy, we continue to develop new products in servers and storage device markets and make such development our dynamism for business growth for the next three years. In terms of business strategy, the Company aims to expand its cooperation with leading server customers in the world, and supply products from modules to full-systems, from low-end to high-end, and from single to multiple product lines. In order to maintain long-term, stable relationship, the Company needs to improve the capacity and speed of product development, control production quality and delivery, integrate supply chains throughout the world, and maintain a global logistics and service network that would secure MiTAC’s position as a major ODM/OEM for servers

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and systems.

  1. Mobile communication products

  2. (1) Short-term business development plan

    • 1.1 Mobile handheld and digital family markets are at the initial growing stage. In the short run, our company will operate with market development condition and focus on channels and ODM operation in European and US markets. We will actively develop niche products and explore customers in different areas. The Company's future strategies in this area will involve: combining the SoLoMo (Social, Location, Mobile) experience to develop revolutionary and competitive products; bringing high added-value to customers through innovative and professional product planning, R&D, design, and production capability; improving overall effectiveness and for higher customer satisfaction; raising brand loyalty of existing customers; and combining personal information such as cloud data, social networking and Point of Interest to develop niche products for different customers.

    • 1.2 Industrial use tablet PC and portable devices: The Company will be launching portable devices with equal emphasis in proprietary brand, ODM and OEM. In Europe, MiTAC's primary focus is to promote the proprietary brand. In USA, the Company will focus primarily on OEM, whereas in Japan, both OEM and ODM services will progress concurrently. In China, the Company will emphasize on introducing total mobile healthcare solutions via its distribution network and by providing integrated software at key medical centers.

    • 1.3 Mobile healthcare solutions: Judging by the market's demands and level of saturation, MiTAC will focus its efforts on promoting Mobile Nursing Information System and exploring new clinical applications as its short-term strategy. Meanwhile, improvements will be made to the products to enhance user experience, and thereby achieve marketing effects through the most economical way - the word of mouth. Furthermore, MiTAC will actively engage distributors for higher product exposure, and provide customers with trial versions of the product to eliminate their doubts about how the products may assist in their cause. Lastly, MiTAC will aim to introduce integrated solutions to add value to individual software/hardware.

  3. (2) Long-term business development plan

    • 2.1 Mobile handheld and digital home market: Our long-term business development strategy calls for expanding our scope and exploring emerging markets in Asia-Pacific, China, Russia, and the Middle East. We will adapt to the changes and needs of different age groups with diversified products. Through our brands and B2B strategy and integrating user experience of Mio, Magellan, and Navman products, we integrate life, health, sports and leisure, and navigation service products to allow costomers access to real-time information whether they are moving, running, or driving. This strategy will guide MiTAC to the field of cloud service.

    • 2.2 Industrial use tablet PC and portable devices: Sales are being expanded into Russia, Central Asia, South Asia, and South America. Meanwhile, the Company is continually working on expanding mobile healthcare solutions into Europe and America. Apart from mobile healthcare, other applications such as in-car tablets and Mobile POS are currently being developed.

    • 2.3 Mobile healthcare solutions: Over the long run, MiTAC plans to promote its

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mobile healthcare solutions to more users including inpatients, outpatients and healthy consumers, instead of just medical staff. By combining the use of wearable devices with the Mobile Nursing Information System, the big data knowledge bank, and a cloud-based health platform, people would begin to prevent diseases instead of treating them, and hence create immeasurable value.

II. Market and an overview of production and sales

  • (I) Market analysis

  • Geographic location of the sales of the company’s major products

In thousands of New Taiwan Dollars

Regions 2015
Taiwan 493,401
US 28,538,674
Europe 12,048,256
Others 8,974,434
Total 50,054,765

2. Market share

According to the survey and research conducted by DIGITIMES Research, MiTAC ranked 5th among Taiwanese ODM service providers in terms of system and main board shipments in 2015. With regards to mobile communication products, MiTAC's auto electronics brand ranks firmly among the top 3 in the world.

  1. Future supply and demand in this market and growth outlook

  2. (1) Cloud Computing product

As the U.S. economy continues its recovery, businesses will be more willing to invest in IT equipment, and thus contribute to additional demands for server products. Combined with trends such as big data analysis and IoT, server shipments in 2016 are expected to increase compared to 2015.

In light of increased shipment and declining average sales price, recently major international server firms committed themselves to lower production cost and increase product competitiveness and market share. As a result, energy efficiency and lower cost have become the opportunity for future products of these firms. In addition to Intel's next-generation Atom and energy-efficient Xeon processors, other chip manufacturers are also trying to capture a piece of the server market with ARM-based SoCs, and technological advancements have been made to reduce energy consumption and costs. As computing continues to shift towards the server end, customers will inevitably become more concerned with energy consumption of future server products. MiTAC offers a broad variety of x86 servers through its TYAN brand. From entry-level to high-end models, all TYAN products feature the latest 14nm production and Multi-core, Multi-thread technology with DDR4 support; some products can even support high-end GPUs. TYAN has also been successful in the development of 1U and 2U servers based on IBM's OpenPOWER architecture; both of which have already been adopted by IBM for use as data centers, and therefore present new selections for enterprise users. TYAN is professed to work in cooperation with the customers in full effort, and will provide better service for professional IT personnel. Continued effort will be made in innovation for developing solutions with flexibility, reliability, high performance, high utility and low cost in operation to help the customers installing an ideal IT infrastructure. This is the optimal feedback to the changeable commercial environment and opportunities for the enterprises. Therefore, MiTAC has suitable products to satisfy hardware requirements of any user from general enterprises, large computing centers, data

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centers, cloud computing centers, public infrastructures, to government projects. These are the markets where the group will be promoting its X86 and OpenPOWER servers.

  • (2) Mobile Communication product business

As cloud computing grows, more smart features are needed, which in turn contributes to the rapid development of smart terminal devices. Whether its is smartphones, tablet PCs, or any product with a display screen (e.g. in-car AV, watches, glasses), they could all be turned into smart terminals and provide enormous market opportunities. Applications of mobile terminals will broaden as more users connect to the cloud, bringing in billion dollars of business opportunities! Based on the SoLoMo concept, MiTAC has developed applications across different platforms and services to satisfy consumers' diverse tastes.

Embedded system, with its high level of integration, is more difficult in design than the traditional Wintel setup and incurs enormous expenses during the R&D stage. MiTAC not only has abundant experience in the design and shipment of consumer GPS systems, its embedded system design team also possesses the expertise to analyze users' behaviors in specific areas and integrate system functions to deliver customers' requirements. In the future, MiTAC will continue shifting its business focus towards industrial/commercial applications that present high growth potentials.

  1. Competitive niche, positive and negative factors for the prospects of our development, and our corresponding strategy

As cloud applications grow, MiTAC not only possesses the ability to design and manufacture cloud hardware, it has also been integrating hardware, software, engineering automation, manufacturing design, and after-sale services around the world to develop a new business model that would accomplish higher customer satisfaction and competitive advantage, in order to break free of the low-margin PC OEM business.

In terms of wireless communication, MiTAC will take initiative in developing niche products that target specific needs in the market, while at the same time improve its capacity in terms of R&D, innovation, hardware/software integration, cost control, quality control, yield control, mass production, inventory management, access to key components, logistic support, regional distribution, and financial strength.

  • (1) Competitive niche

  • A.Customer demand and control of the market: We grow with location based service markets. MiTAC jointly explore and invest in markets with regional software and hardware customers to understand terminal demand. MiTAC is also negotiating cooperation plans with various world-class information and communication firms so that it can fully grasp market trends, seize fluctuations in the market, and explore new products.

  • B.Cooperation with world-class software and hardware firms to secure the supply of material: This advantage includes the support of software firms in software development and the source of key components.

  • C.Research and development capability: Many of our products lead the market and win international awards, earning “number one” ranks.

  • D.Ceaseless advancement of quality and the expansion of production capacity: We have accumulated years of embedded product software-hardware integration technology, which is a major advantage in design and manufacturing.

  • E. Through the use of existing regional channels and the group's global logistics and service network, MiTAC is able to provide more complete services to customers.

  • (2) Favorable factors in development

  • A.A supply chain that integrates internet infrastructure

    • MiTAC has revised its sales and distribution model to conform with growing e-commerce throughout the world. Many of the high-priced products are being

70

produced and distributed directly to customers for greater efficiency, lower cost, and higher customer satisfaction.

  • B.Global e-manufacturing model

  • After a few years of trials with our logistics model, MiTAC’s e-manufacturing structure is becoming more and more adequate. We have formed a global manufacturing model with division of labor: Taiwan, Australia, and the US concentrate on R&D and design, combined with the modules and semi-finished goods produced by production bases in Mainland China, and joined by the BTO/CTO assembly centers in the US. This combination is our global manufacturing model with division of labor. Components and systems with low level and long transportation time are manufactured in China; main components with high unit price are procured from production bases worldwide. This globalized division of labor has turned MiTAC from a regional organization to an international conglomerate with well coordinated functions including R&D, engineering, manufacturing, and distribution.

  • C.Expand the development of products with high added-value

  • To follow the future trend of wireless IP communication-computer synthesis, MiTAC will continue to form strategic alliances with leading international firms to jointly explore markets. MiTAC has strong capacity in differentiated innovative design, research and development, production and manufacturing integration in GPS market, and is the leader in launching different models of GPS communication products and mobile healthcare products. MioCARE is unlike any chemo drug administration system used in conventional hospitals; it has been built based on BCMA to better tend to the needs of nursing staff.

Continued effort will be made for advanced integration of the embedded products. RFID and bio-identification system will be integrated into portable devices further to existing Bar Code Scanner and NFC. In addition, effort will be made in the development of the MDM (Mobile Device Management) software with a view to providing software integration partners faster and complete full-range service.

  • D.Maintaining growth momentum in the market

    • Other than continuing to invest resources in major markets such as North America and Europe, intensified exploration of markets with enormous growth potential in GPS, such as Asia-Pacific, and emerging markets such as China, Japan, and Eastern Europe will be focus points of development. The mobile health market in North America is the best developed market so far. In the market of equipment of the future, Asia-Pacific, including China, Japan, Taiwan, and Korea, will be very promising.
  • E. E-supply chain

    • Several adjustments have been made to MiTAC's globalized productions to accommodate local customers' needs. One of these adjustments is to adopt modular designs for main components, while another is to integrate MiTAC's e-commerce capacity with those of upstream suppliers for just-in-time shipment and delivery, which minimizes operational risks and inventory.
  • (3) Negative factors for the prospects of our development and our corresponding strategy

  • A. Competition comes from cell phones and on-board navigation and a/v systems. After all major firms successively committed themselves to the R&D, manufacturing, and production of GPS products, the pressure on the price grew fiercer by the day. The average retail price of PND after 2010 has dropped to below US$ 100. Additionally, PND has been integrated with wireless communication products, and smart phones with built-in GPS have become the norm for retail sales. This feature will steal the market away from PNDs more decisively. Our corresponding strategies are as follows:

    • (a) Improve the integration between PNDs and on-board information application. Differentiate our PNDs from smart phones with GPS functions.

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  • (b)Emphasize R&D and innovation. Improve our result from R&D. Reduce product development cycle. Maintain our ability to launch new products. In addition, we will localize our products, and make them more diversified, differentiated, mass-produced to ensure we have an edge in our products and profit.

  • (c) Improve the satisfaction of our customer from design in the upstream to mass-production to logistics. We seek strategic alliance with major firms in the world.

  • (d)We use our global logistics model and establish an entire set of material planning, value chain, and logistics infrastructure.

  • B. The embedded system products confront the problems of small quantity in large variety, extremely high cost of development, and the strict requirements of quality and application environment. Most of the customers are small and medium enterprises in wide dispersion geographically. Marketing of these products is tough and the counter-measures are:

  • (a) Integration of all products to a single platform, compress the lead-time for development of new products and customized products.

  • (b)Continue the development of high-level integrative solution with equal weight in hardware and software research and development.

  • (c) Global marketing in a wide array of business mode.

  • (d)Launch a total solution for enhancing added value. Acquire Domain Knowledge of the industry for continued development of leading brands in technologies.

  • C. Key components are still controlled by overseas manufacturers. We need further experience in the integration of software and hardware. Our corresponding strategies are as follows:

  • (a)Maintain good supply chain relationship with overseas manufacturers of key components. We will also do our best to develop talent that is capable of integrating software and hardware in operating platform and communication components.

  • (b)Diversify the supply channel of key components: we seek more sources of suppliers and secure the source of our suppliers and competitive pricing. We seek to establish good interaction with domestic firms that are already producing or planning to produce key components to maximize our choices.

  • (c)Advantage through quantity: Popular demands for the Company's products have helped us win businesses of major OEM/ODM customers, which enables cost reduction through bulk purchase.

D. Uncertainty inherent to the newly emerged market of mobile health

(a)Rapidly changing needs: Prospects of medical/nursing software are heavily dependent upon government policies, insurance terms and hospital ratings, as users' demands are likely to vary due to changes in the above factors.

  • (b)Diversity of commercial models: The user is not necessarily the one who pays for the product; it can be individuals, hospitals, pharmaceutical companies, or insurance companies.

  • (c)Non-standardized specifications: It is difficult for users to express clearly what they need in an information tool. Furthermore, wide differences of products available in the market makes systems more costly to develop, implement and maintain. As a result, it may take time for costs to become acceptable to users.

  • (d)Longer sale cycle: Medical systems take more time to sell than consumer products. Sale cycles may vary depending on product pricing, target users, return on investment and payback period, whereas issues concerning software or hardware may drag on even longer, up to 12-18 months. This prolonged sale cycle alone gives rise to even more uncertainties.

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  - (e)Users' interaction with wearable devices: Data gathered from wearable devices takes time to develop usefulness, therefore the challenge lies not in arousing users' interests, but keeping them interested in the product.

  - (f) In light of the above problems, MiTAC will aim to expand strategic partnership and create a full-fledged network that is operated using medical tablets. Partners such as developers of complementary medical products, medical instrument distributors, medical information system distributors etc may all play vital roles in this network, for they provide MiTAC with access to their customers and help reduce future maintenance costs. Furthermore, MiTAC will continually monitor changes in the healthcare market and future government policies, so that product features can be improved to maintain competitiveness.
  • (II) Important applications and production process for main products

  • The functions of major products

Product type Major purpose and functions
Workstations Graphical computingtool for designers
Servers Data computingtool for businesses
Storage devices Data storage tool for businesses
Desktop PCs A necessary tool for individuals, households, schools, companies,
and merchants.
Mobile
Communication
Devices
Vehicle-mounted GPS audiovisual system, consumer electronics
(outdoor, physical fitness, driver navigation), fleet management
system, mobile health related products and application of cloud
technology,and embedded system,industrial use tablet PCsystem.
  1. Production process

==> picture [427 x 191] intentionally omitted <==

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

SMT
Visual AOI/AXI Manual
IQC test automated
inspection testing insertion
insertion
System Laminate OQA Visual Laminate Laminate
assembly testing inspection repair soldering
Radom Finished
Aging test OQA Packaging
packaging test product
----- End of picture text -----

  • (III) Supply of key materials
Component name Origin Supplystatus
CPU/ CHIPSET Suppliers: USA, Korea, China, Malaysia, Thailand Good
HDD Suppliers: USA, Japan, Thailand Good
DRAM Suppliers: Taiwan, USA, Korea Good
Flash Suppliers: Taiwan, USA, Japan, Korea, China Good
PCB Suppliers: Taiwan, USA, China, Korea Satisfactory
LCDpanels Suppliers: Taiwan, Korea, China Good
DVD-RW Suppliers: Taiwan, Korea, China Good
LAN Suppliers: Taiwan, USA Good
Camera Module Suppliers: Taiwan, China Satisfactory

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BatteryPack Suppliers: Taiwan, Japan, China Satisfactory
PCI Card Suppliers: Thailand, Israel, Singapore, China,
Malaysia
Good
PSU Suppliers: USA, China, Thailand Good
Chassis Suppliers: China, Malaysia Good

(IV)Major customers and suppliers in the latest two years

  1. The names of the suppliers in the last two years that accounted for more than 10% of the total purchase in any of these years, the purchase amount and percentage to total purchase, and give reasons for any change thereof, if applicable.

In thousands of New Taiwan Dollars

2014 2014 2014 2014 2015 2015 2015 2015 2016 first quarter 2016 first quarter 2016 first quarter 2016 first quarter
Item Relationship
with the issuer
As a percentage
of full-year Net
purchase
Ratio (%)
As a
Relatio
percentage As a percentage Relation
nship
of full-year of 2016 first ship
Name Amount Name Amount
with
Name Amount
Net quarter with the
the
purchase net purchase (%) issuer
issuer
(%)
1 Supplier A
4,746,432
13 None Supplier
A
6,475,666 15 None Supplier A 968,800 13 None
2 Supplier B
3,460,408
9 None Supplier
B
6,412,992 15 None Supplier B 851,619 11 None
3 Others 28,817,181 78 Others 30,664,503 70 Others 5,840,296 76
Net
purchase
37,024,021 100 Net
purchase
43,553,161 100 Net
purchase
7,660,715 100

Note: All variations had taken into consideration production/sales policies, raw material demands, suppliers' prices, actual delivery and quality of the respective years.

  1. The names of the suppliers in the last two years that accounted for more than 10% of the total sales in any of these years, the sakes amount and percentage to total sales, and give reasons for any change thereof, if applicable.

In thousands of New Taiwan Dollars

2014 2014 2014 2014 2015 2015 2015 2015 2016 first quarter 2016 first quarter 2016 first quarter 2016 first quarter
Item As a Amount
As a
percentage
of
full-year
Net sales
Ratio(%)
As a
percentage

Relationship
Relationship percentage of Relationship
of
Name Amount with the Name with the Name Amount 2016 first with the
full-year
issuer issuer quarter net issuer
Net sales
sales (%)
Ratio(%)
1 Customer
E
21,205,664 50 None Customer
E

29,663,727
59 None Customer
E

4,496,623
49 None
2 Others 20,854,678 50 Others 20,391,038 41 Others 4,644,442 51
Net sales 42,060,342 100 Net sales 50,054,765 100 Net sales 9,141,065 100
  • Note: All variations have taken into account factors such as future market trends, product demands, industry prospects, R&D technologies, sales margins, and customers' contracts.

(V) Production volume and value in the latest two years

In thousands of New Taiwan Dollars/ unit

Production

2014

2014

2014
2015 2015 2015
volume &
value
Year
Mainproducts
Computer &
communication
products
Capacity Volume Value Capacity Volume Value
21,214,255 15,504,233 37,024,02 2
22,592,497
16,477,087 43,553,161

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(VI)Sales volume and value in the last two years

In thousands of New Taiwan Dollars/ unit

Sales
2014

2014

2014

2014
2015 2015 2015 2015
volume
Domestic sales
Export sales Domestic sales Export sales
& value
Year
Capacity Value Capacity Value Capacity Value Capacity Value
Main items
Computer &
communication
products
127,128
367,000
15,991,517
41,693,342

206,119
493,401 17,270,920 49,561,364

III.Employee information in the last two years up till the publication date of this annual report

Year-to-date
Year 2014 2015
May15,2016
E
ee
Direct Labor 0 0 0
mp
Co
Indirect Labor 1,216 1,160 1,178
loy
unt
1,216 1,160 1,178
Total
Average age 38.70 39.61 39.77
Average 7.54 8.18 8.22
Years of service
Qu Ph.D. 0.29 0.23 0.23
A
ali
Master’s degree 33.61 33.82 33.73
cad
fica
College 64.71 64.43 64.61
emi
tio
Senior High School 1.32 1.45 1.35
c
n (%)
Schools at the Senior 0.07 0.08 0.08
SecondaryLevel and Below

Note: Due to the difficulties involved in surveying the entire group, the above table only presents employees of main subsidiaries, namely MiTAC International Corp. and MiTAC Computing Technology Corporation.

IV. Expenditure on Environmental Protection

The group did not suffer any loss or penalty due to pollution of environment in the last year up till the publication date of this annual report. Below is a description of relevant practices adopted by MiTAC:

MiTAC specializes in assembly. Its production process comprises entirely of assembly works, and hence does not produce any controlled substances that would constitute air pollution, water pollution, or toxicity pollution. In 1992, MiTAC received Certificate of Excellence during the 1st Environmental Evaluation for Top-500 Businesses organized by Environmental Protection Administration. In 1997, MiTAC attained ISO14001 certification and continues to devote itself to preventing pollution. In 1999, MiTAC received from the Council of Labor Affairs a 2-year certification for having passed the Safety and Health System Evaluation. MiTAC will continue to enforce its environmental protection and work safety policies, and strive to sustain an operation that is free of pollution and hazard.

(I) Background

MiTAC is a provider of PC/server products including workstations, enterprise servers, storage, and mobile communication devices. MiTAC has great respect for environmental protection requirements in Europe, and has adopted WEEE (Directives on Waste Electrical and Electronic Equipment) to redesign its products with environmental features such as recyclability, ease of disassembly, and use of renewable materials. Where power supply is involved, designs are made where appropriate to ensure optimal utilization of resources (e.g. ACPI combined with operating system for power saving; use of low-power CPU; modular design; IPMI software etc). With regards to the RoHS (Restriction of Hazardous

75

Substances) Directive, MiTAC exercises stringent control over hazardous substances such as Pb, Cd, Hg, Cr[6+] , PBBs and PBDEs, and makes SVHC declarations in accordance with EU REACH. Meanwhile, actions such as design review, supplier management and materials certification are adopted as part of the Company's green product management. A Green Product portal has been created on the intranet with SOPs and strategies outlined to facilitate regular review of the Company's compliance with EU regulations. For workers, an occupational health and safety system has been created to minimize the threat of accidents and health-related hazards, which saves cost over the long term. In addition, improvement of the work condition helps promote ethical conducts and raise productivity among employees.

(II)Environmental safety and health strategy

MiTAC has developed the following policies based on the environmental protection rationale mentioned above:

  • Environmental safety and health policy

  • Compliance: Comply with the government's environmental safety and health laws, and commit to standards that are more stringent than what the law requires.

  • Resources: Achieve optimal efficiency in resource utilization and promote energy conservation.

  • Green production: Design products with "environmental" and maintenance-friendly features, thereby minimize pollution during production, usage and maintenance.

  • Safe and health environment: Ensure employees' safety and health; prevent occupational hazards, illnesses and potential harms, while at the same time involve employees in making improvements toward a safe and healthy work environment.

  • Ongoing improvement to environmental safety and health performance: Conduct regular audits and assess suitable investments to continually improve the environmental safety and health management system.

  • Hazardous substance free policy

1 Earth: respect the uniqueness of Earth's resources

  • Devote attention to climate changes; participate in the reduction of greenhouse gases and lessen the environmental burden of the Company's activities.

  • 2 Principles: comply with environmental laws and satisfy customers' requirements Monitor the latest changes in environmental regulations such as RoHS, WEEE, REACH etc; ensure product compliance with environmental requirements.

  • Adhere to the clean production principle; develop a green product platform and green supply chain management to satisfy customers' demands.

  • 3 Commitments: maintain performance through management system; convey environmental information and fulfill social responsibilities

  • Implement a hazardous substance management system and initiate HSF monitoring procedures.

  • Develop a communication system that addresses stakeholders publicly on information concerning environmental protection.

  • Devote attention to preserving natural habitat while seeking business growth; assume social responsibilities as a corporate citizen.

  • 4 Accomplishments: Provide green products that are characterized by low pollution, energy-efficiency, lesser packaging, recyclability, and environmental friendliness

  • Choose environmental-friendly materials such as those that meet the requirements of RoHS, and plastic casings that are free of BFRs.

  • Design products that meet international energy standards, such as Energy Star.

  • Improve packaging towards lightweight, optimal size, and least variety of materials.

  • Aim to achieve at least 75% product recycling rate (Reuse+Recycling+Recovery).

We believe "sustainability" to be the common challenge for all businesses. Since 2003, MiTAC had been collaborating with Ministry of Economic Affairs in an Industry

76

Technology Development Program (ITDP) to develop assembly technologies that are free of lead and halogen. The project was executed over 4 years, and successfully delivered its results in 2005. MiTAC's internal quality system comprises of two parts:

(a) Product management: MiTAC was first certified for ISO9001 in 1993; since then, the Company has been validating this certification on a yearly basis. Towards the end of 2009, MiTAC developed a TL9000 management system based on ISO 9001 and successfully completed certification of its communication products.

(b) Environmental management: MiTAC had prepared itself for the certification of ISO 14001:2004 since as early as 1997, and conformed with the regular review requirements of OHSAS 18001:2007 since as early as 1999. In 2007, MiTAC adopted IECQ QC080000 and began making adjustments to comply with IECQ terms. Extensive discussions were made with various departments and functions to revise existing procedures before undergoing a 3-stage validation process by SGS. On 12/7/2006, MiTAC was declared by SGS to have passed the validation, and IECQ has since been adopted as part of our internal procedures. We are dedicated to the protection of natural environment, and hope to preserve life over the course of our growth. We also recognize the importance of employees' safety and health to our operations, for which we commit every resource available at our disposal to maintain a work environment that is free of safety and health concerns. Meanwhile, we pace our business activities in harmony with nature, and adopt the highest standard to protect Earth's environment. By maintaining optimal balance between growth and nature, we strive to fulfill our duties as Earth's citizen and set good example for others to follow.

(III) Strategies for prohibited substances

In response to RoHS requirements, MiTAC group has been implementing Project G initiated by the Department of Industrial Technology, Ministry of Economic Affairs, to provide guidance for suppliers. All level-1 suppliers are being audited on-site to ensure compliance with RoHS, whereas level-2 suppliers are required to furnish information relating to RoHS at MiTAC's request. By controlling materials at the source, MiTAC has been able to minimize RoHS risks that are caused by change of design or supply in the upstream.

MiTAC group itself has accomplished halogen-free production, and is constantly conducting integrated tests on suppliers' parts for halogen contents, which enables it to develop full systems that are free of halogen. MiTAC group continues to improve its green production capacity according to customers' requirements, and has successfully marketed its products to Europe. As a result, MiTAC experiences no adverse impacts whatsoever from EU environmental directives.

Leveraging on the foundation of digital supply chain management, MiTAC has implemented a systematic process for suppliers to make RoHS & halogen-free reports. This new process solved much of the complexity that suppliers encountered when making reports on multiple products or production sites, and enhance improved the exchange of RoHS & halogen-related information.

Furthermore, to ensure that the delivered parts are compliant with RoHS & halogen-free requirements, the material inspection department has been fitted with ICP and GCMS equipment with supporting laboratory since 2010 so that it may conduct its own tests for hazardous substances such as Pb, Cd, Hg, Cr[6+] , PBBs, PBDEs, Br and Cl.

EU regulations on restricted substances are increasingly stringent (with the expiry of exclusion clauses); in response to this challenge, MiTAC's Environmental Protection Committee convenes meetings on a quarterly basis to devise suitable solutions and exchange knowledge on feasible technologies.

(IV)Response to EU environmental directives

Judging by the way s EU environmental regulations have progressed, it is apparent that the underlying requirements are becoming mandatory, while product declarations no longer suffice. Take ERP directives, for example, EU nations are starting to implement

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policies relating to this directive. For MiTAC, DfE (Design for Environment)/Eco-design has already been adopted as one of the product design guidelines since 2008. Currently, MiTAC's DfE SOP requires R&D personnel to achieve the energy consumption requirements stated in ErP directives when designing products. To conform with EU REACH, MiTAC has made its declaration of conformity for SVHC (Substances of Very High Concern). Meanwhile, MiTAC's suppliers are being demanded to issue their own declarations regarding REACH SVHC for all components supplied, which is one of the compulsory requirements for their eligibility as suppliers. As of December 2015, ECHA had announced a total of 168 SVHC across 14 categories under REACH. This list of chemicals, along with new environmental standards for product design, have already been updated to MiTAC's green product platform, where suppliers can check for compliance and disclose chemical substances accordingly. Furthermore, following the 2011/65/EU(RoHS2.0) announced by European Commission on July 1, 2011, existing RoHS directives are expected to be superseded by the new version in the near future. In the meantime, MiTAC is updating its environmental protection standards to conform with the new RoHS directives, and requesting suppliers to provide new RoHS information accordingly.

(V) GHG (Greenhouse Gas) measures

In light of the global warming phenomenon and tightening GHG controls throughout the world, MiTAC initiated an ongoing GHG Inventory Program in August 2007 that covered all production sites in China. With the help of SGS Taiwan, the Company started adopting the GHG survey methodology and introducing training courses for internal surveyors, while at the same time developed GHG emission records and internal procedures in accordance with ISO14064-1 to provide useful references that would help reduce GHG emission in the future. Several energy-saving measures have since been taken to reduce GHG emission (particularly CO2), including: use of renewable energy (solar power), resource recycling, and energy conservation (lighting control, air-conditioning control during summer etc).

MiTAC has been gathering data and validating GHG emission based on The Greenhouse Gas Protocol; it conducts annual surveys of previous year's GHG emission, and the 2015 results are as follows:

  • Direct GHG emission (Scope 1): 1,420 tons CO2e/year, which accounted for approximately 5% of total emission.

  • Indirect GHG (Scope 2): 29,911 tons CO2e/year, which accounted for approximately 95% of total emission. Sources of indirect emission were mostly purchased electricity and steam.

MiTAC is utterly concerned about the world's changing climate. To protect Earth's resources and fulfill the Company's duties as a corporate citizen, MiTAC will continue reducing GHG emission and operating costs while at the same time achieve more efficient use of resources and energy and adopt sustainable energy sources that are friendly to the environment, and ultimately contribute to a low-carbon economy.

  • (VI)Environmental protection expenditure

  • 1.Environmental protection expenditure refers to all expenses related to environmental protection activities. It represents how dedicated a company is to the environment, and serves as a key indicator to the quality of environmental management. However, the definition and scope of environmental expenditure still differ from country to country.

  • 2.MiTAC has been gathering data on environmental expenditure since 2015, and disclosures will be made from this report onwards. Below are statistics regarding environmental protection expenditure:

  • Environmental costs associated with the Company's operations (direct cost) amounted to NTD$1,325,444; this included expenses spent on: prevention

78

air/effluent/soil/groundwater pollution, efficient use of resource, and disposal/treatment/recycling/reuse of commercial waste.

  • Costs associated with administration of environmental activities (indirect cost) amounted to NTD$640,347; administration costs included personnel expenses spent on: environmental education, system management and validation, environmental monitoring, and environmental protection-related activities.

  • Other environmental costs totaled approximately NTD$2,257,392, which included R&D expenses (for studying on the mitigation/control of environmental impacts), social activity expenses (e.g. sponsoring of environmental organizations, promotion of environmental information etc), taxes (e.g. energy levies) and other expenses (e.g. water treatment expenses).

  • Losses (including damage compensations) and fines incurred due to pollution of environment in the year of report up till the publication date of this annual report: The Company has not incurred any losses (including damage compensations) or fines due to pollution of environment; hence the sum is zero.

V. Employer and employee relationships

Driven by a humane management approach, MiTAC is dedicated to creating a work environment that facilitates two-way communication between line managers, subordinates, and coworkers. The Company takes initiative in creating communication channels and gathering employees' thoughts as a means of ensuring harmonic labor-management relations and achieving win-win between the Company and its employees.

  • (I) Communication and inspiration

1. Communication

MiTAC organizes general assembly, management meetings and employee satisfaction surveys on a regular basis. An employee relations unit has been created within the Human Resource Department, where dedicated personnel are assigned to implement employee care measures and communication policies/channels. A digital mailbox named "speak-out" has been set up to receive employees' suggestions and opinions. Upon receiving messages, members of the employee relations unit would respond with discretion and, if necessary, assemble a special panel to handle, respond and make improvements to employees' opinions in an anonymous and timely manner.

Furthermore, the Company has robust policies and measures in place to convey and enforce the Act of Gender Equality in Employment and the Sexual Harassment Prevention Act. Employees are trained to respect and communicate with people of different gender, while guidelines and grievance channels are created all for the purpose of an equal-gender environment.

Being a multinational conglomerate, MiTAC has offices in many parts of the world. In order to facilitate communication and conferences between different parts of the Company or across regions, MiTAC has spent nearly NTD$10 million to install video-conferencing equipment in 9 office locations including Taiwan, China, USA, and UK. This advanced equipment delivers high image quality and stable audio stream, which enhances the efficiency of conferences and minimizes the need to have employees travel between office locations. Meanwhile, MiTAC employees are able to learn the Company's business performance and latest product information through internal channels such as intranet, monthly/quarterly publications, and the general assembly. Together, these measures ensure the completeness of internal communication within the Company.

2. Inspiration

MiTAC offers a broad variety of incentives to commend individual and team performance in all areas of expertise, and thereby encourage employees to seek continual growth and improvement that would contribute to the Company's

79

competitiveness. Some of the incentives offered to employees include:

  • �Employee of the year award: Winners of this award are commended personally by the President during year-end gathering; in addition, the Company prepares commendation letters and offers bonuses and extra leaves as a show of gratitude to employees and their families.

  • �Department/individual patent award: This award is intended to encourage employees in creating patents that are relevant to their jobs. Incentives are provided from proposal, application to approval stage of a patent application; at the end of each year, departments and individuals are assessed for the patents created, and those who exhibit outstanding performance are commended with department/individual awards.

  • �Long-time service award: As an appreciation for employees' long-time contribution and commitment to this company, senior employees with 5-year, 10-year, 15-year, 20-year and 25-year service history are commended personally by the Chairman and President with the long-term service award during year-end gatherings.

  • �Employee stock options and performance bonuses: These monetary benefits are provided to reward employees' contributions and inspire them to further achievements. By aligning employees' interests directly with those of shareholders, these benefits deliver a three-win between the Company, shareholders, and employees. The amount of stock options and bonuses granted to employees is determined by their responsibilities, contributions, and performance.

  • (II) Welfare and training

1. Welfare

MiTAC views employees as critical capital to the organization. All employees are entitled to labor insurance, national health insurance, group insurance, and travel insurance; together, they cover employees for death, health, and safety during overseas business trips, and thereby provide them with added comfort both in work and in life.

MiTAC has a an Employee Welfare Committee formed with employee representatives elected from various departments. The committee holds regular meetings to discuss and organize benefits and activities for employees; it offers a variety of social clubs and gives employees free access to gym, aerobic classes, and massage services (with masseurs and masseuses hired from outside the organization). Meanwhile, Linkou and Hsinchu Offices have been active in promoting recreational activities, and have designated indoor space exclusively for table tennis, where employees may develop bonds with each other.

MiTAC has a library center that opens all day to all employees. Much of the data is stored on discs and managed in the method recommended by "Interlibrary Cooperation Association" to help employees find the information they need.

To ensure employees' physical and mental health, MiTAC has been collaborating with professional consultants from outside the organization for the launch of "Employee Assistance Program." The program gathers experts of various professions including psychiatrists, lawyers, nutritionists, and financial consultants to assist employees and their family members on matters such as work stress, interpersonal relationships, family, marriage, intimacy, law, finance and healthcare, so that employees may achieve balance between work, life and health.

  1. Employees' training and continuing education

We place great emphasis on the improvement of employees' skills, which is why a robust training system has been implemented to train employees systematically from orientation, on-job skills, to management skills. In addition, other learning resources such as online courses, work mentors, life counselors and ongoing education subsidies are being offered to provide employees with an environment that supports continual learning and growth. In 2015, for example, the Company organized 528 courses and received more than 7,000 enrollments, delivering 11,000 hours of training in total.

  • (III) Retirement policy

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The group has established a robust retirement system in accordance with the Labor Standards Act and the Labor Pension Act. For employees who are subject to the retirement system under the Labor Standards Act (the old system), all contributions made to the system are being held in a dedicated pension reserve account and managed by a supervisory committee that comprises of representatives from the labor and the management. Furthermore, monthly contributions are made to the pension reserve account using actuarial estimates produced by an impartial third party. For employees who are subject to the retirement system under the Labor Pension Act (the new system), monthly contributions are made into employees' pension accounts in the amounts specified by law. So far, the two systems have been running properly as they are expected to.

(IV)Labor-management communication

MiTAC has always taken care of its employees and maintained sound labor-management relationship by sharing its gains and through communication. In the future, MiTAC shall commit to its humane management and aim to strengthen labor-management relationship further by creating more variety of communication channels.

  • (V) Work environment and employees’ safety

MiTAC has been certified for ISO 14001 - Environmental Protection System and OHSAS 18001 - Occupational Health and Safety Advisory Services System since November 6, 2003. These certifications were attained as reinforcements to the safety and health of employees at workplace, and to protect employees from occupational injury, death, and prevent protest that arise as a result. These certifications are regularly validated by third-party institutions and properly enforced throughout the organization.

(VI)Employee code of conduct

The Company has created a set of "Integrity Code of Conduct" to establish integrity as part of its corporate culture, and a set of "Employee Code of Conduct" to ensure the consistency of employees' behaviors. There are four main focuses in the Employee Code of Conduct: service principles, confidentiality and prohibition against competing business involvements, network usage and information security, and interaction with suppliers. These codes have been published on the Company's intranet where employees may access at any time, and serve as a regular reminder not to commit violations. Below are terms of the employee service principles:

  • 1.Employees shall obey the instructions and assignments given by their managers. Managers shall have the duty to guide and supervise their subordinates.

  • 2.Employees are expected to work diligently and commit themselves to improving work performance and quality, and achieve the expected productivity.

  • 3.Employees are not allowed to leave their posts during work hours except for urgent matters, which are subject to approval of the line manager.

  • 4.Employees must not carry contrabands, flammable or explosive substances, or hazardous objects unrelated to work into the workplace.

To enforce discipline and fairness within the Company, a set of "Employee Reward and Disciplinary Policy" has been created to serve as guidelines for rewarding excellence and penalizing violators. The Company has a set of "Anti-corruption Policy" policy in place to prevent illegal conducts and organized fraud. An investigation panel has been assembled to investigate suspicious conducts, and thereby ensure the soundness of the Company's operations.

  • (VII)Losses arising as a result of employment disputes in the most recent year up till the publication date of this annual report; disclose current and possible losses and any responsive actions taken; state reasons in cases where losses can not be reasonably estimated:

MiTAC did not suffer any losses due to employment dispute in the most recent year up till the publication date of this annual report. The Company currently maintains sound

81

labor-management relationship and expects very low probability of encountering any losses due to employment dispute in the future.

VI. Major Contracts

Contract
Participants Contract start/end date Main contents Restrictions
nature
Master Supply
Agreement
Restatement
Customer
E
From July 1, 2014 to June 30,
2017; automatically renewable on
a yearly basis.
To outline terms
concerning the production,
delivery, payment and
warranty of
computer-relatedproducts.
None
Purchasing
Agreement
Customer F From July 1, 2011 to June 30,
2016; renewable under the
consensus of all participants.
To outline terms
concerning the production,
delivery, payment and
warranty of
computer-relatedproducts.
None
Design &
Manufacturing
Services
Agreement

Customer
G
From June 4, 2008 to June 3,
2011; automatically renewable on
a yearly basis.
To outline terms
concerning the production,
delivery, payment and
warranty of
computer-relatedproducts.
None

82

Six.Financial Position

  • I. Summary balance sheet and statement of comprehensive income for the last 5 years: The Company was founded on September 12, 2013 through a share exchange, hence information prior to 2012 (inclusive) is unavailable.

  • (I)Condensed Balance Sheet – IFRSs (consolidated)

In thousands of New Taiwan Dollars In thousands of New Taiwan Dollars In thousands of New Taiwan Dollars In thousands of New Taiwan Dollars
Year Financial information for the last 3years March 31, 2016
December 31, December 31, (reviewed by
December 31, 2013
Item 2014 2015 CPA)
Current assets 22,701,124 25,753,781 21,840,171 21,733,550
Property, Plant and
Equipment
5,194,586 5,211,314 5,467,908 5,674,043
Intangible assets 593,892 316,694 119,005 122,521
Other assets 15,620,810 16,922,075 17,735,606 17,360,742
Total assets 44,110,412 48,203,864 45,162,690 44,890,856
Current
liabilities
Before
dividend
12,963,641 15,421,096 10,954,621 10,863,550
After
dividend
13,415,230 15,954,342 Unappropriated Unappropriated
Non-Current liabilities 592,442 631,149 653,660 613,251
Total
liabilities
Before
dividend
13,556,083 16,052,245 11,608,281 11,476,801
After
dividend
14,007,672 16,585,491 Unappropriated Unappropriated
Attributable to the
shareholder’s equity of
the parent company
30,554,029 32,151,619 33,554,409 33,414,055
Share capital 7,609,488 7,694,106 7,778,113 7,794,252
Additional paid-in
capital
21,803,383 22,122,720 22,352,475 22,364,445
Retained
earnings
Before
dividend
563,114 829,877 2,017,858 2,181,186
After
dividend
111,525 296,631 Unappropriated Unappropriated
Other equity 1,187,810 2,011,794 1,928,412 1,596,621
TreasuryStock (609,766) (506,878) (522,449) (522,449)
Non-ControllingInterest 300 0 0 0
Total
equity
Before
dividend
30,554,329 32,151,619 33,554,409 33,414,055
After
dividend
30,102,740 31,618,373 Unappropriated Unappropriated

83

(II)Condensed Balance Sheet – IFRSs (individual)

In thousands of New Taiwan Dollars In thousands of New Taiwan Dollars In thousands of New Taiwan Dollars
Year Financial information for the latest 3years
December 31,
December 31, 2013 December 31, 2014
Item 2015
Current assets 111,379 2,892,086 2,743,234
Property,Plant and Equipment 3,609 2,875 2,141
Intangible assets 0 0 0
Other assets 30,442,311 29,266,776 31,017,134
Total assets 30,557,299 32,161,737 33,762,509
Current
liabilities
Before
dividend
3,270 10,118 208,100
After
dividend
454,859 543,364 Unappropriated
Non-Current liabilities 0 0 0
Total liabilities Before
dividend
3,270 10,118 208,100
After
dividend
454,859 543,364 Unappropriated
Attributable to the
shareholder’s equity of the
parent company
30,554,029 32,151,619 33,554,409
Share capital 7,609,488 7,694,106 7,778,113
Additionalpaid-in capital 21,803,383 22,122,720 22,352,475
Retained
earnings
Before
dividend
563,114 829,877 2,017,858
After
dividend
111,525 296,631 Unappropriated
Other equity 1,187,810 2,011,794 1,928,412
TreasuryStock (609,766) (506,878) (522,449)
Non-Controlling Interest 0 0 0
Total equity Before
dividend
30,554,029 32,151,619 33,554,409
After
dividend
30,102,440 31,618,373 Unappropriated

84

(III)Condensed Comprehensive Income Statement – IFRSs (consolidated)

In thousands of New Taiwan Dollars

Year Financial information for the latest 3years Financial information for the latest 3years Financial information for the latest 3years
September 12 to 2016 first quarter
Item
December 31,
2014 2015 (reviewed by CPA)
2013
Revenue 11,896,934 42,060,342 50,054,765 9,141,065
Grossprofit 1,756,994 5,703,906 5,583,864 1,139,367
Operatingincome(loss) (129,831) (360,929) 296,470 (66,191)
Non-Operating Income
andExpenses
774,675 1,411,752 1,717,633 277,749
Pre-Tax Income(loss) 644,844 1,050,823 2,014,103 211,558
Continuing department
Net Income - current
(loss)
644,844 760,920 1,754,092 163,328
Loss from the
discontinued department
0 0 0 0
Net Income – current
(loss)
570,796 760,920 1,754,092 163,328
Other current
comprehensive income
(net, after-tax)
171,708 782,609 (116,247) (331,791)
Total current
comprehensive income
or loss
742,504 1,543,529 1,637,845 (168,463)
Net income attributable
to: Parent company
shareholders
571,287 761,086 1,754,092 163,328
Net income attributable
to: Non-Controlling
Interest
(491) (166) - -
Total comprehensive
income Attributable to
parent company
shareholders
742,995 1,543,695 1,637,845 (168,463)
Total comprehensive
income Attributable to
non-controlling
shareholders
(491) (166) - -
EPS 0.78 1.03 2.32 0.22

85

(IV)Condensed Comprehensive Income Statement – IFRSs (individual)

In thousands of New Taiwan Dollars

Year Financial information for the latest threeyears Financial information for the latest threeyears Financial information for the latest threeyears
September 12 to
2014 2015
Item
December 31,2013
Revenue 582,398 784,493 1,771,352
Grossprofit 582,398 784,493 1,771,352
Operatingincome(loss) 570,793 757,113 1,743,184
Non-Operating Income and
Expenses
494 9,495 19,581
Pre-Tax Income(loss) 571,287 766,608 1,762,765
Continuing department
NetIncome-current (loss)
571,287 761,086 1,754,092
Loss from the discontinued
department
0 0 0
Net Income - current(loss) 571,287 761,086 1,754,092
Other current comprehensive
income (net, after-tax)
171,708 782,609 (116,247)
Total current comprehensive
income or loss
742,995 1,543,695 1,637,845
EPS 0.78 1.03 2.32

(V) Names and audit opinions of CPAs in the latest five years

Year Name of CPA firm Name of CPA Auditingopinions
2013 PricewaterhouseCoopers
Taiwan
Liu, Yin-Fei, Wen,
Fang-Yu
Modified unqualified
opinion
2014 PricewaterhouseCoopers
Taiwan
Liu, Yin-Fei, Wen,
Fang-Yu
Modified unqualified
opinion
2015 PricewaterhouseCoopers
Taiwan
Liu, Yin-Fei, Wen,
Fang-Yu
Modified unqualified
opinion

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  • II. Financial analysis for the last 5 years: The Company was founded on September 12, 2013 through a share exchange, hence information prior to 2012 (inclusive) is unavailable.

  • (I)Financial analysis – IFRSs (consolidated)

Financial analysis for the last 3years Financial analysis for the last 3years Financial analysis for the last 3years 2016 first quarter
Year
(reviewed by
Analysis items 2013 2014 2015
CPA)
Financial
structure (%)
Debt to asset ratio 30.73 33.30 25.70 25.56
Ratio of long-term
capital to property, plant
and equipment
599.60 629.06 625.61 599.70
Debt servicing
capability (%)
Current ratio 175.11 167.00 199.36 200.05
Quick ratio 122.96 118.03 139.50 141.00
Interest Coverage ratio 91.35 24.80 63.83 120.72
Operating
efficiency
(Note)
A/R turnover rate(times) 6.68 5.93 7.32 6.53
Average collection days 54.64 61.55 49.86 55.89
Inventory turnover rate
(times)
4.25 4.55 5.60 4.36
Payable turnover ratio
(times)
5.43 5.11 6.74 5.89
Average days in sales 85.88 80.21 65.17 83.71
Property, plant, and
equipment turnover rate
(times)
7.55 8.08 9.37 6.56
Total assets turnover
(time)
0.90 0.91 1.07 0.81
Profitability Return on assets(%) 1.33 1.71 3.81 0.36
Return on equity (%) 1.89 2.42 5.33 0.48
Pre-tax income to
paid-upcapital(%)
8.47 13.65 25.89 2.71
Netprofit margin(%) 4.79 1.80 3.50 1.78
Earningsper share(NT$) 0.78 1.03 2.32 0.22
Cash flow Cash flow ratio(%) 6.70 - 30.75 -
Cash flow adequacy ratio
(%)
566.41 48.93 136.43 122.96
Cash reinvestment ratio
(%)
2.32 - 7.13 -
Leverage
ratios
Operatingleverage ratios - - 22.40 -
Financial leverage ratios - - 1.12 -
Root causes of changes in each financial ratio in the last two years (the changes under 20% are exempt
from analyses)
1. Debt-to-asset ratio decreased mainly due to repayment of short-term borrowings in 2015.
2. Interest coverage ratio and profitability ratios increased mainly due to revenue growth and profit
growth in 2015.
3. Accounts receivable turnover increased mainly due toa 19% revenue growth in2015 over 2014,
combined with proper collection efforts.
4. Inventory turnover and accounts payable turnover increased mainly due to a 19% revenue growth in
2015 over 2014, which resulted in fast sale of inventory and lower closing balance of inventory and
accounts payable compared to the previous year.
5. Cash flow adequacy ratio increased mainly because of profit growth in 2015, which generated
higher cash inflow from operatingactivities.

Note: The operating capacity has been converted to capacity for the full year for comparison purposes.

87

(II)Financial analysis – IFRSs (individual)

Year Financial analysis for the last 3years Financial analysis for the last 3years Financial analysis for the last 3years
2013 2014 2015
Analysis
Financial
structure (%)
Debt to asset ratio 0.01 0.03 0.61
Ratio of long-term capital to
property, plant and equipment
846,606.51 1,118,317.18 1,567,230.68
Debt servicing
capability (%)
Current ratio 3,406.08 28,583.57 1,318.22
Quick ratio 3,367.88 28,573.05 1,317.65
Interest Coverage ratio 190,430.00 NA NA
Operating
efficiency
(Note)
A/R turnover rate(times) NA NA NA
Average collection days NA NA NA
Inventory turnover rate
(times)
NA NA NA
Payable turnover ratio(times) NA NA NA
Average days in sales NA NA NA
Property, plant, and equipment
turnover rate(times)
NA NA NA
Total assets turnover(time) NA NA NA
Profitability Return on assets(%) 1.89 2.42 5.32
Return on equity (%) 1.89 2.42 5.33
Pre-tax income to
paid-upcapital(%)
7.50 9.96 22.66
Netprofit margin(%) 98.09 97.01 99.02
EPS($) 0.78 1.03 2.32
Cash flow Cash flow ratio(%) - 29,704.76 26.44
Cash flow adequacyratio(%) - 660.17 309.61
Cash reinvestment ratio(%) - 7.94 (1.42)
Leverage
ratios
Operatingleverage ratios 1.00 1.00 1.00
Financial leverage ratios 1.00 1.00 1.00
Root causes of changes in each financial ratio in the last two years (the changes under 20% are exempt from
analyses)
1.Profitability ratios and ratio of long-term capital to property, plant and equipment increased mainly due to
profit growth in 2015.
2.Debt to asset ratio increased while solvency ratios decreased; this was mainly due to the increase of other
payables.
3.Cash-flow related ratios decreased mainly because of lesser dividend income received in 2015, which
resulted in a reduction of cash inflow from operatingactivities.

Note: The Company is an investment holding company, hence not applicable.

88

  1. Financial structure

  2. (1)Debt to asset ratio = total liabilities / total assets

  3. (2) Long-term capital to property, plants and equipment = (total equity + non-current liabilities) / net property, plant and equipment.

  4. Debt servicing capability

  5. (1)Current ratio = current assets / current liabilities

  6. (2)Quick ratio = (current assets - inventory-prepayments) / current liabilities

  7. (3) Interest coverage ratio = net profit before interest and tax / interest expenses for the current period

  8. Operating efficiency

  9. (1) Receivables turnover (including accounts receivable and notes receivable from business activities) = net sales / average receivables balance (including accounts receivable and notes receivable from business activities).

  10. (2) Average days of collection = 365 / Receivables turnover

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

  12. (4) Payables turnover (including accounts payable and notes payable for business activities) = cost of sales / average payables balance (including accounts payable and notes payable for business activities).

  13. (5) Average days in sales = 365 / Inventory turnover

  14. (6) Property, plant and equipment turnover = net sales / average net property, plant and equipment balance.

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

  16. Profitability

  17. (1) Return on assets = [Net Income or Loss + Interest expense × (1 - tax rate)] / Average total assets

  18. (2)Return on equity = after tax net profit/ average total equity

  19. (3)Net profit margin = after tax net profit/net sales

  20. (4) Earnings per share = (attributable to the shareholder’s profit and loss of the parent company) - Preferred dividends) / Weighted average number of shares issued

  21. Cash flow

  22. (1)Cash flow ratio = Cash flow from operating activities / current liabilities

  23. (2) Cash flow adequacy ratio = net cash flow from operating activities in the latest five years / (capital expenditure inventory + increase + cash dividends) in the latest five years.

  24. (3) Cash flow reinvestment ratio = (Cash flow from operating activities-Cash dividends) / (Property, Plant and Equipment + long term investments + Other non-current assets + working capital)

  25. Degree of leverage

  26. (1) Degree of operating leverage = (net operating revenues - variable operating costs and expenses) / operating income.

  27. (2)Degree of financial leverage = operating income / (operating income - interest expense).

  28. III. Latest financial statements: See pages 107 to 199.

  29. IV. The company and its affiliated companies should state any financial difficulties occurred during the most recent year up to the date of printing of this annual report and disclose the associated impact on the finances of the company: None.

89

Seven. Review and Analysis of Financial Status and Performance and Associated Risks

I. Review and Analysis of Financial Status

In thousands of New Taiwan Dollars

Year December 31, Variation Variation
Db 31 2014
Item ecemer , 2015 Amount %
Current assets 25,753,781 21,840,171 (3,913,610) -15%
Property, Plant and Equipment 5,211,314 5,467,908 256,594 5%
Intangible assets 316,694 119,005 (197,689) -62%
Other assets 16,922,075 17,735,606 813,531 5%
Total assets 48,203,864 45,162,690 (3,041,174) -6%
Current liabilities 15,421,096 10,954,621 (4,466,475) -29%
Non-Current liabilities 631,149 653,660 22,511 4%
Total liabilities 16,052,245 11,608,281 (4,443,964) -28%
Share capital 7,694,106 7,778,113 84,007 1%
Additionalpaid-in capital 22,122,720 22,352,475 229,755 1%
Retained earnings 829,877 2,017,858 1,187,981 143%
Other equity 2,011,794 1,928,412 (83,382) -4%
TreasuryStock (506,878) (522,449) (15,571) 3%
Attributable to the
shareholder’s equity of the
parent company
32,151,619 33,554,409 1,402,790 4%
Non-ControllingInterest 0 0 0 0%
Total equity 32,151,619 33,554,409 1,402,790 4%
Material changes in assets, liabilities, and shareholders' equity in the last two years (variations above 20%
and amounting to at least NT$10 million):
1.
Intangible assets: Mainly due to amortizations in the current period.
2.
Current and total liabilities: Mainly due to repayment of short-term borrowings and decrease in
accounts payable.
3.
Retained earnings: Mainlydue to increase in current net inocme.

II.Review and Analysis of Financial Performance

In thousands of New Taiwan Dollars In thousands of New Taiwan Dollars In thousands of New Taiwan Dollars
Year Variation
2014 2015
Item Amount %
Revenue 42,060,342 50,054,765 7,994,423 19%
Grossprofit 5,703,906 5,583,864 (120,042) -2%
Operatingincome(loss) (360,929) 296,470 657,399 -182%
Non-Operating Income and
Expenses
1,411,752 1,717,633 305,881 22%
Pre-Tax Income(loss) 1,050,823 2,014,103 963,280 92%
Income tax expense (289,903) (260,011) 29,892 -10%
Net Income - current(loss) 760,920 1,754,092 993,172 131%
Other current comprehensive
income
782,609 (116,247) (898,856) -115%
Total current comprehensive
income or loss
1,543,529 1,637,845 94,316 6%
(I) Significant changes in operating revenues, operating income and pre-tax income in the last two
years and the underlyingcauses(unnecessaryfor variations less than 20%):

90

  • 1.Operating income, pre-tax income and current net income: The increase in profits was mainly contributed by revenue growth and effective cost control.

  • 2.Non-operating income and expense: This was due to increased losses recognized from equity-accounted associated companies and joint ventures, plus impairment of intangible assets recognized in 2014.

  • 3.Other current comprehensive income: This was due to lesser translation differences arising from the conversion of financial statements of foreign operations.

  • (II) Expected sales volume and basis of estimate: The Company does not produce financial forecasts, hence not applicable.

  • (III)Possible financial impacts and responsive plans: Not applicable.

III. Review and Analysis of Cash Flow

In thousands of New Taiwan Dollars

Opening cash Net cash flow from
operating activities
for the year
Al h Ch l Financing of cash deficits
nnua cas
outflow
as surpus
(deficit)
balance Investment
plans
Finance plans
8,494,325 3,368,873 (4,616,322) 7,246,876 - -
  • (I) Analysis of cash flow for the year

  • Operating activities: The Company produced net cash outflow from operating activities due to an increase in profitability.

  • Full-year cash outflow: The outflow was mainly caused by repayment of short-term borrowings, plant construction, purchase of equipment, and payment of cash dividends.

  • (II) Improvement plans for cash deficit: Not applicable.

  • (III)Liquidity analysis for the next year

In thousands of New Taiwan Dollars

Net cash flow from Financing of cash deficits
Opening cash Al h Ch l
operating activities nnua cas as surpus
balance outflow (deficit) Investment
for the year Finance plans
plans
8,786,787 399,967 (4,046,785) 5,139,970 - -
  1. Analysis of cash flow for the year:

     - (1) Operating: The Company expects to produce net cash income from operating activities in 2016.

     - (2) Full-year cash outflow: The outflow is expected to be spent on plant construction, purchase of equipment and payment of cash dividends.

  2. Improvement plans for cash deficit: Not applicable.
  • IV. Impact of major capital expenditure in the year on the financial operations of the company: None.

  • V. The main causes of profit or loss from reinvestment policies in the most recent year, improvement plan and investment plans in the next year:

  • (I) Investment policies in the most recent year: MiTAC's investments are planned in accordance with future business requirements and long-term strategies, and are primarily intended to increase revenues and profits.

  • (II) Causes of profits or losses incurred by invested businesses and any improvement plans taken: Profits were mostly attributed to growing sales and cost control, whereas losses were mainly due to underwhelming sales or extra expenses incurred during the new product development stage. For invested businesses that do not deliver the expected results or have become idle, MiTAC will undertake proper measures by taking into consideration factors from various perspectives to improve performance and contain losses.

91

  • (III)Investment plans for the coming year: Investment plans will be devised according to the Company's business strategies and in conformity with the global deployment plan.

VI.Risk management issues

(I)The risk management framework

Responsible
departments
Tasks and duties
Finance Responsible for operational decision planning, assessment of
medium/long-term investments, funding, treasury, hedging, reliability of
financial reports, monitoring of performance and efficiency, and compliance
matters relating to the above. The department's goals are to minimize financial,
taxation and strategic risks.
Information
Management
Responsible for the planning, establishment, maintenance, security and
protection of the Company's information network, hardware, software and
systems, as well as ongoing monitoring of network/system quality in order to
minimize securityrisks of existingnetworks and systems.
Legal Affairs Responsible for the management of legal risks, including compliance with
government supervision and resolution of contractual disputes and litigation.
Human
Resource
Responsible for the management of personnel risks and real estate property
risks, and compliance with government regulations to ensure sustainability of
the Company's operations and securityof real estateproperties.
  • (II) Impacts of interest rates, exchange rates, and inflation to the Company’s earnings, and future responsive measures:

  • Impacts of interest rates, exchange rates, and inflation to the Company's earnings in 2015 and up till March 31, 2016:

nd up till March 31, 2016:
Item
Interest income (expense)
Exchange gains (losses)
(including gains/losses on
valuation of financial
instruments)
Unit: In thousands of New Taiwan Dollars
2015
2016 first quarter
(reviewed byCPA) (Note 1)
Amount
As a
percentage of
Operating
revenues
%
Amount
As a
percentage
of Operating
revenues
%
67,375
0.13
12,702
0.14
60,709
0.12
(37,152)
(0.41)
Amount
67,375
60,709

Note 1: Up till the quarter before publication of the annual report. Note 2: Inflation has immaterial impact on the Company's profits.

  1. Responsive measures against changes in interest rates, exchange rates, and inflation:

  2. (1)Accounts receivables and payables are primarily denominated in USD, with minority amounts denominated in a basket of currencies. Since most receipts and payments are denominated in the same currency, the Company is able to minimize exchange rate impacts on overall income.

  3. (2)All derivative transactions the Company has currently undertaken are intended to hedge against foreign currency assets and liabilities shown on the balance sheet. As required by "Derivatives Trading Procedures," the Company transacts financial instruments with banks and evaluates gains and losses on a regular basis to ensure that hedges remain

92

effective in minimizing interest rate and exchange rate impacts on income.

  • (3)The Company maintains close interactions with banks and conducts regular assessments to secure the best borrowing rates, and therefore reduces impact of interest rate variations on income.

  • (4)The Company gathers regular information on exchange rate, interest rate, and the financial market. Meetings are held where appropriate to discuss the best course of action. In the occurrence of extreme market events, the executive management will be notified immediately for proper actions.

  • (5)In light of recent disasters caused by extreme weather conditions and rapid changes of interest rates and exchange rates around the world, it is increasingly important for businesses to source supplies that are stable and reasonably priced. To address this challenge, MiTAC has been monitoring changes in the market and making procurement plans in advance so that suppliers have ample time to find alternative materials or make advance purchases at their discretion. Since most of the supply chain are commonly affected by prolonged delivery, it has become apparent that the Company must devote greater attention to create demands, explore ways to reduce risks, manage uncertainties involving prolonged delivery and shortage of labor, relax inventory control and adjust cost control of non-production materials. Meanwhile, distributors shall carry additional inventory to avoid impact on earnings due to disruption of supply or volatile costs.

  • (III) Policies on high-risk and highly leveraged investments, loans to third parties, endorsements / guarantees, and trading of derivatives; describe the main causes of profit or loss incurred and future responsive measures:

  • The group does not engage in any high-risk or highly leveraged investments.

  • Loans to third parties are conducted in accordance with "Third Party Lending Procedures." Outstanding loans to third parties (by the Company and subsidiaries) amounted to NT$9,476,730,000 at the end of 2015 and NT$9,143,072,000 as at April 30, 2016.

  • Guarantees/endorsements to third parties are conducted in accordance with "Third Party Guarantee/Endorsement Procedures." Outstanding guarantees/endorsements to third parties (by the Company and subsidiaries) amounted to NT$4,308,950,000 at the end of 2015 and NT$4,078,464,000 as at April 30, 2016.

  • Trading of derivatives is conducted in accordance with "Derivatives Trading Procedures."

  • (IV)Future research and development plans and projected expenses:

  • Research and development expenses for the current year (2016) are estimated at NT$2.42 billion.

  • Future R&D plans

  • (1) Cloud Computing products series

    • Development of cloud computing servers

    • Optimized virtual server

    • Development of high-performance GPU servers.

    • Communication server

    • Network switch

    • Total system solutions

    • Development of storage devices and related technologies

    • System protocols and integration of Thin Client computers & servers

    • R&D of All-In-One LCD computer technologies

    • POS system (computer point of sale management system): including the development of integrated technologies for the RPOS (Retail POS) and the MPOS (Mobile POS)

93

  - `‧` R&D of embedded industrial use main board for terminal application
  • (2) Mobile communication products

    • Cloud computing applications and technologies

    • Integrated data capture, voice, and wireless broadband communication

    • Global positioning system (GPS), electronic navigation technologies and mobile positioning services

    • Compact portable electronic devices; technological development for green energy products.

    • Development of mobile healthcare hardware, software, products and services

  • (V) Financial impacts and responsive measures in the event of changes to local and foreign regulations: None.

  • (VI) Financial impacts and responsive measures in the event of technological or industrial changes:

  • 1.Following a recent amendment to EU REACH (an environmental protection regulation), manufacturers are now being required to keep concerned substances below 1000ppm per component, instead of 1000ppm per system as it used to be. This change will bring challenges and costs to supply chain management, and the Company has been actively looking for solutions by engaging third-party consultants and platforms to help suppliers conform with EU REACH requirements on Substances of Very High Concern in the most cost-efficient manner.

  • 2.Wage rise in China combined with U.S. manufacturers' return to home country will affect the Company's existing global deployment and investment strategies. The best response to this change would be to introduce automated production lines. In addition, MiTAC will try to incorporate the concept of manufacturing 4.0 and enhance supply chain management with an intelligent system. By integrating automated machinery with the production system, the Company would be able to produce broad variety of products in small quantities at a faster rate.

  • 3.Cloud services, as described in previous chapters, would require many more medium and large-sized data centers. Customers will tend to avoid big brands and instead approach manufacturers directly with the required specifications. In other words, we see ODM Direct as the business model of the future, one that requires intensive investments in total system solutions. One of the Company's most important problems in the future would be to integrate existing technologies for faster product launch.

  • (VII) Crisis management, impacts, and responsive measures in the event of a change in corporate image: None.

  • (VIII)Expected benefits, risks and responsive measures of planned mergers or acquisitions: None.

  • (IX) Expected benefits, risks and responsive measures associated with plant expansions: None.

  • (X) Risks and responsive measures associated with concentrated sales or purchases:

  • Purchases: MiTAC adopts a policy to diversify purchases from at least two suppliers for every type of raw material. The Company maintains long-term relationship with its suppliers to ensure the continuity of materials supplied.

  • Sales: MiTAC's strong R&D and manufacturing capability has enabled it to maintain long-term relationship with existing customers while at the same time explore new customers to diversify revenue sources. There should not be any concentration in sales that would impact the Company's growth.

  • (XI) Impacts, risks and responsive measures following a major transfer of shareholding by directors, supervisors, or shareholders with more than 10% ownership interest: The Company is constantly aware of the identity of its controlling shareholders, and the name of the ultimate controller of its major shareholders. Shareholdings of directors,

94

supervisors and major shareholders (more than 10% ownership interest) are reported regularly in accordance with the Securities and Exchange Act.

  • (XII) Impacts, risks and responsive measures associated with a change of management: None.

  • (XIII) Litigation and non-contentious cases:

  • In the last year up till the publication date of this annual report, there had been no litigations, non-contentious cases, or administrative litigations involving the Company, the Company's director, supervisor, President, person-in-charge, any shareholder with more than 10% ownership interest, or any subsidiary of the Company that would have significant impact on shareholders' equity or securities prices, as described in Subparagraph 12, Paragraph 6, Article 20 of "Regulations Governing Information to be Published in Annual Reports of Public Companies."

  • (XIV) Other significant risks and responsive measures:

  • Suppliers' profit-oriented strategies: The IT industry supply chain continues to consolidate and form new strategic alliances for competitive advantage. The uprise of Chinese suppliers coupled with rising wages in China, volatile commodity prices, and shift of focus towards hand-held devices and cloud applications all pose additional pressure to material costs and stability of supply. In response to this threat, MiTAC will discuss with its suppliers regularly on the choice and supply of materials and changes in the market, and adjust its procurement strategies accordingly.

VII.Other significant events: None.

95

Eight. Important Notice

I. Information on subsidiaries/affiliates

  • (I) Consolidated report on the operation of affiliates

  • Organizational Chart of Affiliates

==> picture [717 x 384] intentionally omitted <==

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

MiTAC Holdings Corporation
神達投資控股股份有限公司
100%
MiTAC Computing Technology Corp.
MiTAC International Corp. 神達電腦股份有限公司 神雲科技股份有限公司
100%
100% 100% 100% 100% 100%
DLC Tsu Fung Mio MiWELL MiTAC Technology UK Ltd.
鼎磊科技 資豐投資 宇達電通 達炙科技 Silver Star Developments
Technology (股)公司 Corp. Investment (股)公司 Corp. Technology (股)公司 Corp. Technology (股)公司 Corp. Ltd.
100% 100% 100% 100%
Tyan MiTAC MiTAC
Pacific China Corp. See the next page Computer Logistics Information
Corporation
Corporation Systems Corp.
(USA)
100% 100% 100% 100% 100%
Huge Extent MiTAC Star MiTAC Service 宇達電腦(上 Software
Ltd. Start Well Technology Ltd. Service Ltd. 海)有限公司 (ShangHai) Insights Ltd.
Co., Ltd.
100% 100% 100% 100% 100% 100% 100% 100%
MiTAC MiTAC MiTAC Mitac MiTAC MiTAC
MiTAC Logistic 昆山丰達物 Information 昆山聯達信 昆達電腦科技 Computer 旭達電腦(昆 Technology 神達投資有 MITAC 佛山市順德 Computer 環達電腦(上 Research 昆山研達電 Innovation
流有限公司 Service Technology 息技術有限 (Kunshan) Co., (昆山)有限公司 山)有限公司 (KunShan) Investment 限公司 (Shunde) Co., 區順達電腦 (ShangHai) 海)有限公司 腦科技有限 (Kun Shan)
(KunShan) Ltd. Ltd. 公司 Ltd. Co., Ltd. Holding Ltd. 廠有限公司 Ltd. Co., Ltd. Co., Ltd. 公司
100% 100% 100%
MiTAC 璽達信息科技 MiTAC Fengda Electro 佛山市順德 nic
上海神一信息 Telematics Information Co., Ltd. in
科技有限公司 Tahnology Systems (KunShan) (昆山)有限 Shunde District, 區烽達電子
Corp. Co., Ltd. 公司 Foshan Cit 有限公司 y
----- End of picture text -----

96

==> picture [594 x 395] intentionally omitted <==

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

神達投資控股股份有限公司 MiTAC Holdings Corporation
100%
神 MiTAC International Corp. 達電腦股份有限公司
100%
Silver Star Developments Ltd.
100% 100% 100% 100% 100% 100% 100%
System
MiTAC MiTAC Mio MiTAC MiTAC
Glory
Australia Pty Benelux Best Profit Ltd. International Japan Pacific
International
Ltd. N.V. Ltd. Corp. (H.K.) Ltd.
Ltd.
100% 100% 100%
Top Sheen SuZhou
MiTAC 蘇州宇達電通
Enterprises MIO Technology
Ltd. Europe Ltd. 有限公司 Corp.
100% 100%
Mio
Mitac Digital
Technology
Corporation
GmbH
----- End of picture text -----

97

2. Profile of affiliated companies:

Currency: NTD 1,000

Date of
Enterprise name Address Paid-in capital (Note 1)
Principal business or running items
incorporation
MiTAC International Corp. Dec. 08, 1982 No.1, Yen-Fa 2nd Rd., Hsinchu Science Park, Hsinchu
County,Taiwan,R.O.C.
NT$14,292,183 The development, design, manufacturing, and sales of computers and
peripherals,communications and relatedproducts.
MiTAC Computing
TechnologyCorporation
Jul. 25, 2014 3F, No.1, Yen-Fa 2nd Rd., Hsinchu Science Park, Hsinchu
County,Taiwan,R.O.C.
NT$2,327,571 The development, design, manufacturing, and sales of computers and
peripherals,communications and relatedproducts.
Tsu FungInvestment Corp. Feb. 16,1998 10/F,No. 77. MinShengEast Road Section III,Taipei NT$1,285,847 General Investment
Silver Star Developments Ltd. Jun. 05, 1990 P.O. Box 71, Craigmuir Chambers, Road Town, Tortola,
British Virgin Islands
US$215,495 General Investment
MiTAC Japan Corp. Apr. 30, 1983 Yasuda Shibaura-building No2 3F, Kaigan 3-2-12,
Minato-ku,Tokyo,Japan 108-0022
YEN$ 50,000 Sales of communication, computer peripherals, software and
hardware andpost-deliverymaintenance and repair service
MiTAC Benelux N.V. Sep. 13,1993 Z5 Mollem 318 - 1730 Asse(Mollem),Belgium EUR$1,618 Sales of communicationproducts and relatedpost-deliveryservice
MiTAC Pacific(H.K.)Ltd. Jun. 13,1991 Level 12 28 HennessyRoad,Wanchai HongKong US$10 Import and export service
Pacific China Corp. Dec. 27, 1996 P.O. Box 957, Offshore Incorporations Centre, Road Town,
Tortola,British Virgin Islands
US$120,924 General Investment
MiTAC Computer (Shunde)
Ltd.
Jan. 18, 1993 No .1, Shunda Road, Lunjiao Street, ShunDe District,
Foshan City, Guangdong
CNY$ 616,837
Production of mainframe, motherboard, interface cards, displays,
power supply, keyboards and related metal/plastic parts, and
motherboard repair services.
System Glory International
Ltd.
Oct. 25, 1995 P.O. Box 957, Offshore Incorporations Centre, Road Town,
Tortola,British Virgin Islands
US$0 General Investment
Mio Technology Corp. Jan. 17, 2000 10/F, No. 209, NanGang Road, Section 1, Nan Gang,
Taipei
NT$20,000 Sales of communication products and related post-delivery service
Start Well Technology Ltd. Apr. 20, 2000 P.O. Box 957, Offshore Incorporations Centre, Road Town,
Tortola,British Virgin Islands
US$29,900 General Investment
MiTAC Computer (Kunshan)
Co.,Ltd.
Nov. 01, 2000 No.269, No.2 Avenue, Export Processing Zone Kunshan,
Jiangsu
CNY$ 304,321 Production of products relating to communication, computers,
peripherals,software and hardware;sale ofproprietary products.
Software Insights Ltd. Jul. 18, 2000 P.O. Box 957, Offshore Incorporations Centre, Road Town,
Tortola,British Virgin Islands
US$5,200 General Investment
MiTAC Star Service Ltd. Jan. 12, 2001 P.O. Box 957, Offshore Incorporations Centre, Road Town,
Tortola,British Virgin Islands
US$74,500 General Investment
MiTAC Service (ShangHai)
Co.,Ltd.
Oct. 11, 2001 2nd Level, Futebei Lu, No. 129, Waigaoqiao Bonded
Special Zone,Shanghai.
CNY$ 8,277 Technical service, technical support, and software
design/development relatingto computers
MiTAC Technology
(KunShan)Co.,Ltd.
Jan. 28,2002 No.269, No.2 Avenue, Export Processing Zone Kunshan,
Jiangsu
CNY$ 8,277 Testing, maintenance, and technical consultation and after-sale
service of computerparts and relatedproducts.
Mio International Ltd. Feb. 06, 2004 P.O. Box 957, Offshore Incorporations Centre, Road Town,
Tortola,British Virgin Islands
US$1,275 Sales of communication related products
MiTAC Research (ShangHai)
Ltd.
Nov. 23, 2004 No.213, Jiang Chang San Road, Zha Bei District, Shanghai CNY$ 43,040 Research, development and technical consultation services
Huge Extent Ltd. Jun. 22, 2006 P.O. Box 957, Offshore Incorporations Centre, Road Town,
Tortola,British Virgin Islands
US$8,000 General Investment
MiTAC Australia Pty Ltd. Mar. 06,
2007
Suite 2, 408 Victoria Rd, Gladesville NSW 2111 Australia AUD$ 127 Sales of communication products and related post-delivery service

98

Date of
Enterprise name Address Paid-in capital (Note 1)
Principal business or running items
incorporation
MiTAC Europe Ltd. May 10,
2001
Spectrum House, Beehive Ring Road, London Gatwick
Airport,RH6 0LG,UNITED KINGDOM
EUR$ 6,665 Sales of communication products and related post-delivery service
DLC Technology
Corporation(Note 2)
Jun. 20, 2007 1F, No. 40, Wenhua 2nd Road, Guishan District, Taoyuan
City
NT$0 Research, development and technical consultation services
Tyan Computer Corporation -
USA
Jul. 17, 1989 3288 Laurelview Ct., Fremont, CA 94538 U.S.A. US$3,950 Sales of computer peripherals, software and hardware and related products
Mio Technology GmbH Dec. 03,
1998
Einsteinstr. 14 85716 Unterschleißheim Germany EUR$ 26 Sales of communication products and related post-delivery service
Top Sheen Enterprises Ltd. Jan. 23, 2003 P.O. Box 957, Offshore Incorporations Centre, Road Town,
Tortola,British Virgin Islands
US$20,440 General Investment
Best Profit Ltd. Jan. 03, 2007 Scotia Centre, 4th Floor., P.O. Box 2804, George Town,
Grand Cayman KY1-1112,Cayman Islands
US$37,131 General Investment
MiTAC Logistics Corporation Apr. 17, 2007 3288 Laurelview Ct., Fremont, CA 94538 U.S.A. US$2,850 Sales of computer peripherals, software and hardware and related
products
Mio Technology (Suzhou)
Ltd.
Dec. 04,
2003
No. 300, Di Yi Da Dao, Kunshan Development Zone,
Jiangsu Province.
CNY$ 1,960 Sales of communication products and related post-delivery service
MiTAC Logistic Service
(KunShan)Ltd.
Mar. 17,
2008
No. 269, Di-er Da Dao, Kunshan Export Processing Zone CNY$ 6,821 Shipping agent, import/export, and warehouse service.
MiTAC Digital Corporation Nov. 21,
2008
471 El Camino Real, Santa Clara, CA 95050 USA US$45,000 Sales of communication products and related post-delivery service
Mitac Information Technology
Ltd.
Nov. 19,
2009
No. 300, Di Yi Da Dao, Kunshan Development Zone,
Jiangsu Province.
CNY$ 2,048
After-sale maintenance, testing, consultation and technical services
relating to computers, communication devices, and consumer
electronics; operation of a customer service center; professional data
processing,analysis and integrated services,and ERP services
MiTAC Information Systems
Corp.
Jul. 08, 2010 39889 Eureka Drive Newark, CA 94560 US$25,000 Assembly, sales of computer peripherals, software and hardware and
relatedproducts
MiTAC Innovation (KunShan)
Ltd.

Jan. 21, 2011
No. 300, Di Yi Da Dao, Kunshan Development Zone,
Jiangsu Province.
CNY$ 6,571 Research, development and technical consultation services
Fengda Electronic Co., Ltd. in
Shunde District,Foshan City
Sep. 11, 2012 4th Floor, Building S6, No. 1 Factory, Shunda Road,
Lunjiao St.,Shunde District,Foshan City
CNY 25,590 Production of computer motherboards, motherboards and adapter
cards
MiWELL Co.,Ltd. Sep. 21,2011 No.165,Sec. 2,Xi’an St.,Beitou Dist.,Taipei City NT$1,667 Information software services,retailing
Shanghai Shenyi Information
TechnologyCo.,Ltd.
Jul. 24, 2014 No. 211, Jiangchang 3rd Road, Zhabei District, Shanghai
City
CNY$ 2,000 Sale of proprietary products and provision of after-sale services
MiTAC Technology UK Ltd. Aug. 01,
2014
Spectrum House, Beehive Ring Road, London Gatwick
Airport, GATWICK, WEST SUSSEX, RH6 0LG,
ENGLAND.
US$62,910 General Investment
MiTAC Information Systems
(KunShan)Co.,Ltd.
Sep. 17, 2015 No. 33, Jiefang Road, Kunshan Development Zone CNY$ 1,000 Production of products relating to communication, computers,
peripherals,software and hardware;sale ofproprietary products.
MITAC Investment Holding
Ltd.
Nov. 06,
2015
Kunshan Export Processing Zone Building, Jiangsu
Province (No. 300, 1st Avenue, Kunshan Development
Zone)
CNY$ 640 Investment holding

Note1: for information on the exchange rate as of the statement date, refer to the note 3 to operation highlights of respective affiliates and subsidiaries. (Page 105) Note 2: company liquidation.

99

3. Information on the same shareholder deemed as controlling or in a parent-subsidiary relationship: None.

  1. The industries in which the affiliates operate and the linkage between the affiliates
Connection with other subsidiaries/affiliates in business
Industry Name of subsidiary/affiliate
operation
Manufacturing and
sales of PC and
communication
products
MiTAC International Corp. Manufacturing and sale of products, and provision of after-sale
services

MiTAC Computer (Kunshan)
Co.,Ltd.
Manufacturing and sale of products

MiTAC Computer(Shunde)Ltd.
Manufacturingand sale ofproducts
Fengda Electronic Co., Ltd. in
Shunde District,Foshan City
Manufacturing and sale of products
MiTAC Computing Technology
Corporation
Manufacturing and sale of products, and provision of after-sale
services
MiTAC Information Systems
(KunShan)Co.,Ltd.
Manufacturing and sale of products
Investment and
Holding
Companies
Silver Star Developments Ltd. Investment in overseas subsidiaries for the manufacturing and
sales ofproducts andprovision of after-sale services
System GloryInternational Ltd. General Investment
Pacific China Corp. Investment in overseas subsidiaries for the manufacturing and
sales ofproducts andprovision of after-sale services
Software Insights Ltd. Investment in overseas subsidiaries for product research and
development,andprovision of technical consultation services
Start Well Technology Ltd. Investment in overseas subsidiaries for the manufacturing and
sales ofproducts andprovision of after-sale services
MiTAC Star Service Ltd. Investment in overseas subsidiaries for the manufacturing and
sales ofproducts
Huge Extent Ltd. General Investment
Top Sheen Enterprises Ltd. Investment in overseas subsidiaries for the sales of products and
provision of after-sale services
Best Profit Ltd. Investment in overseas subsidiaries for the sales of products and
provision of after-sale services
Tsu FungInvestment Corp. General Investment
MiTAC Technology UK Ltd. Investment in overseas subsidiaries for the sales of products and
provision of after-sale services
MITAC Investment HoldingLtd. General Investment
Technical Service MiTAC Research (ShangHai)
Ltd.
Research, development and technical consultation services
DLC TechnologyCorporation Research,development and technical consultation services
MiTAC Technology (KunShan)
Co.,Ltd.
After-sale product maintenance and repair, and provision of
technical consultation services
MiTAC Service (ShangHai) Co.,
Ltd.
After-sale product maintenance and repair, and provision of
technical consultation services
Mitac Information Technology
Ltd.
After-sale product maintenance and repair, and provision of
technical consultation services
MiTAC Innovation (KunShan)
Ltd.
Research, development and technical consultation services
MiWELL Co.,Ltd. Information software services,retailing
Shanghai Shenyi Information
TechnologyCo.,Ltd.
Sale of proprietary products and provision of after-sale services
Trading Mio TechnologyCorp. Sale ofproducts andprovision of after-sale services
MiTAC Japan Corp. Sale ofproducts andprovision of after-sale services
MiTAC Benelux N.V. Sale ofproducts andprovision of after-sale services
Mio International Ltd. Sale ofproducts
Mio Technology (Suzhou)Ltd. Sale ofproducts andprovision of after-sale services
MiTAC Australia PtyLtd. Sale ofproducts andprovision of after-sale services
MiTAC Europe Ltd. Sale ofproducts andprovision of after-sale services
Tyan Computer Corporation - Sale ofproducts andprovision of after-sale services

100

USA
Mio TechnologyGmbH Sale ofproducts andprovision of after-sale services
MiTAC Logistics Corporation Sale ofproducts andprovision of after-sale services
MiTAC Digital Corporation Sale ofproducts andprovision of after-sale services
Trading and
assembly
MiTAC Information Systems
Corp.
Assembly and sale of products, and provision of after-sale
services
Shipping agency
and import/export
trade
MiTAC Logistic Service
(KunShan)Ltd.
Shipping agent, import/export, and warehouse service.
MiTAC Pacific(H.K.)Ltd. Import and export service

101

5. Directors and Presidents of affiliated companies

Shareholding Shareholding
Enterprise name Title Name or representative Shareholding
Shares held
percentage
MiTAC International Corp. Chairman
Director/President
Director
Director
Supervisor
MiTAC Holdings Corporation /Rep: Miau, Matthew
Feng Chiang
MiTAC Holdings Corporation/Rep: Ho, Jhi-Wu
MiTAC Holdings Corporation/Rep: Michael Lin
MiTAC Holdings Corporation/Rep: Chang, Yao-Chun
MiTAC Holdings Corporation/Rep: Ching,Hu-Shih
1,379,638,902
1,379,638,902
1,379,638,902
1,379,638,902
1,379,638,902
100%
100%
100%
100%
100%
MiTAC Computing Technology
Corporation
Chairman
Director
Director/President
Supervisor
MiTAC Holdings Corporation/Rep: Ho, Jhi-Wu
MiTAC Holdings Corporation /Rep: Miau, Matthew
Feng Chiang
MiTAC Holdings Corporation/Rep: Michael Lin
MiTAC Holdings Corporation/Rep: Crystal Yang
232,757,102
232,757,102
232,757,102
232,757,102
100%
100%
100%
100%
Tsu Fung Investment Corp. Chairman
Director
Director
Supervisor
MiTAC International Corp./Rep: Ho, Jhi-Wu
MiTAC International Corp./Rep: Crystal Yang
MiTAC International Corp./Rep: Chung, Shu-Ling
MiTAC International Corp./Rep: Huang,Hsiu-Ling
128,584,651
128,584,651
128,584,651
128,584,651
100%
100%
100%
100%
Silver Star Developments Ltd. Director
Director
Director
Ho Jhi-Wu
Yang Hsiang-Yun
Yuan Chi-Ying
0
0
0

0%

0%

0%
MiTAC Japan Corp. Director
Director
Director/ President
Supervisor
Ho Jhi-Wu
Yang Hsiang-Yun
Toshihiko Hara
Huang,Hsiu-Ling
0
0
0
0

0%

0%
0%
0%
MiTAC Benelux N.V. Director
Director
Director
Ho Jhi-Wu
Chang Le-Chun
YangHsiang-Yun
0
0
0

0%
0%

0%
MiTAC Pacific (H.K.) Ltd. Director
Director
Ho Jhi-Wu
YangHsiang-Yun
0
0

0%

0%
System Glory International Ltd. Director
Director
Director
Ho Jhi-Wu
Yang Hsiang-Yun
Yuan Chi-Ying
0
0
0

0%

0%

0%
Pacific China Corp. Director
Director
Director
Ho Jhi-Wu
Yang Hsiang-Yun
Yuan Chi-Ying
0
0
0

0%

0%

0%
MiTAC Star Service Ltd. Director
Director
Director
Ho Jhi-Wu
Yang Hsiang-Yun
Yuan Chi-Ying
0
0
0

0%

0%

0%
Software Insights Ltd. Director
Director
Director
Ho Jhi-Wu
Yang Hsiang-Yun
Yuan Chi-Ying
0
0
0

0%

0%

0%
MiTAC Computer (Kunshan) Co.,
Ltd.
Chairman
Director
Director/President
Supervisor
Start Well Technology Ltd./Rep: Percy Chen
Start Well Technology Ltd./Rep: Chang, Yao-Chun
Start Well Technology Ltd./Rep: Wu, Shun-Huang
Huang,Hsiu-Ling
N/A
N/A
N/A
N/A
100%
100%
100%
0%
MiTAC Service (ShangHai) Co.,
Ltd.
Chairman
Director/President
Director
Pacific China Corp./Rep: Ho, Jhi-Wu
Pacific China Corp./Rep: Percy Chen
Pacific China Corp./Rep: Chang,Yao-Chun
N/A
N/A
N/A
100%
100%
100%
MiTAC Computer (Shunde) Ltd. Chairman
Vice chairman
Director/President
Supervisor
MiTAC Star Service Ltd./Rep: Michael Lin
MiTAC Star Service Ltd./Rep: J.J. Huang
MiTAC Star Service Ltd./Rep: Chen, Chien-Hung
Huang,Hsiu-Ling
N/A
N/A
N/A
N/A
100%
100%
100%
0%
MiTAC Research (ShangHai)
Ltd.
Chairman
Director/President
Director
Software Insights Ltd./Rep: Ho, Jhi-Wu
Software Insights Ltd./Rep: Yeh, Nai-Yuan
Software Insights Ltd./Rep: Crystal Yang
N/A
N/A
N/A
100%
100%
100%
Mio Technology Corp. Chairman
Director/President
Director
Supervisor
MiTAC International Corp./Rep: Ho, Jhi-Wu
MiTAC International Corp./Rep: Chang, Yao-Chun
MiTAC International Corp./Rep: Li, Hui-Ling
MiTAC International Corp./Rep: Huang,Hsiu-Ling
2,000,000
2,000,000
2,000,000
2,000,000

100%

100%

100%

100%
Start Well Technology Ltd. Director
Director
Director
Ho Jhi-Wu
Yang Hsiang-Yun
Yuan Chi-Ying
0
0
0

0%

0%

0%
MiTAC Technology (KunShan)
Co., Ltd.
Chairman
Director
Director/President
Supervisor
Start Well Technology Ltd./Rep: Ho, Jhi-Wu
Start Well Technology Ltd./Rep: Chang, Yao-Chun
Start Well Technology Ltd./Rep: Percy Chen
Huang,Hsiu-Ling
N/A
N/A
N/A
N/A
100%
100%
100%
0%
Mio International Ltd. Director
Director
Director
Ho Jhi-Wu
Yang Hsiang-Yun
Yuan Chi-Ying
0
0
0

0%

0%

0%
Huge Extent Ltd. Director
Director
Director
Ho Jhi-Wu
Yang Hsiang-Yun
Yuan Chi-Ying
0
0
0

0%

0%

0%

102

Shareholding Shareholding
Enterprise name Title Name or representative Shareholding
Shares held
percentage
MiTAC Australia Pty Ltd. Director
Director
Director
Ho Jhi-Wu
Yang Hsiang-Yun
WendyHammond
0
0
0

0%

0%

0%
MiTAC Europe Ltd. Director
Director
Director
Ho Jhi-Wu
Chang Le-Chun
YangHsiang-Yun
0
0
0

0%
0%

0%
DLC TechnologyCorporation Liquidation inprogress 0 100%
Mio Technology (Suzhou) Ltd. Chairman
Director
Director
Supervisor
President
Mio International Ltd./Rep: Ho, Jhi-Wu
Mio International Ltd./Rep: James C. Yuan
Mio International Ltd./Rep: Chang, Yao-Chun
Huang, Hsiu-Ling
Yeh,Nai-Yuan
N/A
N/A
N/A
N/A
N/A
100%
100%

100%
0%
0%
Tyan Computer Corporation - USA Director
Director
Ho Jhi-Wu
Robert Chen
0
0

0%

0%
Mio Technology GmbH Director
Director
Ho Jhi-Wu
YangHsiang-Yun
0
0
0%

0%
Top Sheen Enterprises Ltd. Director
Director
Director
Ho Jhi-Wu
Yang Hsiang-Yun
Yuan Chi-Ying
0
0
0

0%

0%

0%
Best Profit Ltd. Director
Director
Director
Ho Jhi-Wu
Yang Hsiang-Yun
Yuan Chi-Ying
0
0
0

0%

0%

0%
MiTAC Logistics Corporation Director
Director
Director/President
Ho Jhi-Wu
Yuan Chi-Ying
Robert Chen
0
0
0

0%

0%

0%
MiTAC Logistic Service
(KunShan) Ltd.
Chairman
Director
Director
Supervisor
President
Start Well Technology Ltd./Rep: Ho, Jhi-Wu
Start Well Technology Ltd./Rep: Percy Chen
Start Well Technology Ltd./Rep: Chang, Yao-Chun
Huang, Hsiu-Ling
Start Well TechnologyLtd./Rep: Wu,Shun-Huang
N/A
N/A
N/A
N/A
N/A
100%
100%
100%
0%
0%
MiTAC Digital Corporation Director
Director/President
Director
Ho Jhi-Wu
Chang Le-Chun
YangHsiang-Yun
0
0
0

0%

0%

0%
Mitac Information Technology
Ltd.
Chairman
Director/President
Director
Supervisor
Start Well Technology Ltd./Rep: Ho, Jhi-Wu
Start Well Technology Ltd./Rep: Percy Chen
Start Well Technology Ltd./Rep: Chang, Yao-Chun
Huang,Hsiu-Ling
N/A
N/A
N/A
N/A

100%
100%

100%
0%
MiTAC Information Systems Corp. Director
Director
Director
Director/President
Ho Jhi-Wu
Yang Hsiang-Yun
Robert Chen
Charlotte C.Y. Chou
0
0
0
0

0%

0%

0%

0%
MiTAC Innovation (KunShan)
Ltd.
Chairman
Director/President
Director
Supervisor
Software Insights Ltd./Rep: Ho, Jhi-Wu
Software Insights Ltd./Rep: Yeh, Nai-Yuan
Software Insights Ltd./Rep: Michael Lin
Crystal Yang
N/A
N/A
N/A
N/A

100%
100%

100%
0%
Fengda Electronic Co., Ltd. in
Shunde District, Foshan City
Chairman/President
Vice chairman
Director
Supervisor
Software Insights Ltd./Rep: J.J. Huang
Software Insights Ltd./Rep: Ho, Jhi-Wu
Software Insights Ltd. /Rep: James C. Yuan
Huang,Hsiu-Ling
N/A
N/A
N/A
N/A

100%
100%

100%
0%
MiWELL Co., Ltd. Chairman
Director
Director/President
Supervisor
MiTAC International Corp./Rep: Ho, Jhi-Wu
MiTAC International Corp./Rep: Chang, Yao-Chun
MiTAC International Corp./Rep: Chang, Yuan-Hsiang
MiTAC International Corp./Rep: Chris Yen
166,667
166,667
166,667
166,667
100%
100%
100%
100%
Shanghai Shenyi Information
Technology Co., Ltd.
Chairman
Director/President
Director
Director
Supervisor
MiTAC Computer (KunShan) Co., Ltd./Rep: Ho,
Jhi-Wu
MiTAC Computer (KunShan) Co.,Ltd./Rep: Yeh,
Nai-Yuan
MiTAC Computer (KunShan) Co.,Ltd./Rep: Percy
Chen
MiTAC Computer (KunShan) Co.,Ltd./Rep: Chang,
Yao-Chun
Huang,Hsiu-Ling
N/A
N/A
N/A
N/A
N/A
100%
100%
100%
100%
0%
MiTAC Technology UK Ltd. Director
Director
Director
MiTAC Computing Technology Corporation/Rep: Ho,
Jhi-Wu
MiTAC Computing Technology Corporation/Rep:
Michael Lin
MiTAC Computing Technology Corporation/Rep:
Crystal Yang
62,909,737
62,909,737
62,909,737
100%
100%
100%

103

Shareholding Shareholding
Enterprise name Title Name or representative Shareholding
Shares held
percentage
MiTAC Information Systems
(KunShan) Co., Ltd.
Chairman
Director
Director/President
Supervisor
MiTAC Computer (KunShan) Co., Ltd./Rep: Percy
Chen
MiTAC Computer (KunShan) Co.,Ltd./Rep: Chang,
Yao-Chun
MiTAC Computer (KunShan) Co.,Ltd./Rep: Wu,
Shun-Huang
Huang,Hsiu-Ling
N/A
N/A
N/A
N/A
100%
100%
100%
0%
MITAC Investment Holding Ltd. Chairman/President
Director
Director
Director
Supervisor
Start Well Technology Ltd./Rep: Percy Chen
Start Well Technology Ltd./Rep: Ho, Jhi-Wu
Start Well Technology Ltd./Rep: Yeh, Nai-Yuan
Start Well Technology Ltd./Rep: Wu, Shun-Huang
Huang,Hsiu-Ling
N/A
N/A
N/A
N/A
N/A

100%
100%

100%

100%
0%

104

6. Business overview of affiliated companies:

In thousands of New Taiwan Dollars

Earnings in EPS
Total Total Net Operating
Enterprise name Capital Revenue current period (NTD$)
assets liabilities worth income (loss)
(after tax) (after-tax)
MiTAC Holdings Corporation 7,778,11 33,762,5 208,100 33,554,4 1,771,35 1,743,184
1,754,092

2.32
MiTAC International Corp. 14,292,1 32,092,8 5,328,334 26,764,4 4,639,08 (686,680) 854,637
0.60
Tsu FungInvestment Corp. 1,285,84 1,337,06 439 1,336,62 53,988
29,369

29,583

0.23
Silver Star Developments Ltd.-Consolidated 7,073,63 23,534,7 6,030,671 17,504,0 19,825,1 (187,601) 827,968
3.84
MiTAC Japan Corp. 13,635
38,529

10,523

28,006

82,904

225

476

476.00
MiTAC Benelux N.V. 58,061 158,647
101,106

57,541

45,940

(9,300)
(8,950) (137.16)
MiTAC Pacific(H.K.)Ltd. 328
22,852

19,034

3,818

0

(305)
(1) (0.10)
Pacific China Corp. 3,969,32 4,098,06 0 4,098,06 0
0

103

0.00
MiTAC Computer(Shunde)Ltd. 3,081,09 6,550,67 3,130,732 3,419,94 12,404,0 15,622
61,512

NA
System GloryInternational Ltd. 0 125,359
31,261

94,098

0

0

7,669
7,669,000.
Mio TechnologyCorp. 20,000
22,613

52

22,561

0

(144)
1,399
0.70
Start Well TechnologyLtd. 981,468 2,211,23 28,002 2,183,23 0
0

9,941

0.33
MiTAC Computer(Kunshan)Co.,Ltd. 1,520,08 3,230,06 1,184,235 2,045,82 3,868,93 (29,891) 4,122
NA
Software Insights Ltd. 170,693 176,808
32,825
143,983
0

0

0

0.00
MiTAC Star Service Ltd. 2,445,46 2,463,54 0 2,463,54 0
0

0

0.00
MiTAC Service(ShangHai)Co.,Ltd. 41,345
29,370

14,471

14,899

57,506

(22,920)
(22,215) NA
MiTAC Technology (Kunshan)Co.,Ltd. 41,344
73,462

19,263

54,199

79,870

(17,977)
(11,192) NA
Mio International Ltd. 41,852 1,548,45 1,489,681
58,771
3,175,50 0
0

0.00
MiTAC Research(Shanghai)Co.,Ltd. 214,985 504,280
61,978
442,302 244,347
4,538

20,313

NA
Huge Extent Ltd. 262,600 262,600
0
262,600
0

0

0

0.00
MiTAC Australia PtyLtd. 3,046 227,266
332,869
(105,603 503,116
(44,230)
(44,405) (349.65)
MiTAC Europe Ltd. 239,140 207,617
571,618
(364,001 838,991
(70,614)
(69,709) (3.09)
DLC TechnologyCorporation 0
0

0

0

0

(91)
0
NA
Tyan Computer Corporation-USA 129,669 1,013,83 364,566 649,271 1,736,80 20,688
20,012
20,012.00
Mio TechnologyGmbH 933
8,179

(42)
8,221
4,179

199

100

NA
TopSheen Enterprises Ltd. 670,929 1,477,12 820,625 656,500
0

0

0

0.00
Best Profit Ltd. 1,218,83 1,872,36 857,602 1,014,76 0
0

146

0.00
MiTAC Logistics Corporation 93,552 390,522
169,194
221,328 866,159
10,288

3,321

33.21
Mio Technology (Suzhou)Ltd. 9,790 228,233
218,643

9,590
307,320
14,182

12,530

NA
MiTAC Logistic Service(KunShan)Ltd. 34,070
36,735

348

36,387

2,198

(227)
953
NA
MiTAC Digital Corporation 1,477,12 692,462 1,363,179 (670,717 1,319,80 (33,547) (19,156) (0.43)
Mitac Information TechnologyLtd. 10,232 164,583
98,172

66,411
286,805
9,898

16,058

NA
MiTAC Information Systems Corp. 820,625 6,587,91 5,201,565 1,386,35 29,760,3 179,634
116,812
38,937.33
MiTAC Innovation(KunShan)Ltd. 32,820
81,152

19,761

61,391

73,635

3,379

5,872

NA
Fengda Electronic Co., Ltd. in Shunde District,
Foshan City
127,822 133,975
4,903
129,072
0

(37)
1,772
NA
MiWELL Co.,Ltd. 1,667
621

27

594

808

103

104

0.62
MiTAC ComputingTechnologyCorporation 2,327,57 12,941,4 8,401,619 4,539,81 28,426,3 964,511
960,370

4.13
Shanghai Shenyi Information TechnologyCo.,Ltd. 9,990
29,933

27,551

2,382

39,446

(1,897)
(1,486) NA
MiTAC TechnologyUK Ltd. 2,065,01 2,256,95 0 2,256,95 0
0

140,146

2.23
MiTAC Information Systems(KunShan)Co.,Ltd. 4,995
5,518

523

4,995

0

0

0

NA
MITAC Investment HoldingLtd. 3,195
3,199

4

3,195

0

0

0

NA

Note 1: Related figures of the subsidiaries incorporated in foreign countries shall be denominated in NTD at the exchange rate between NTD and respective foreign currencies as of the day of reporting. Note 2: The information on Silver Star Developments Ltd.-Consolidated is the consolidated information of this company and its subsidiaries. Note 3: Converted using the following exchange rates in 2015: Year-end Average

USD: 32.825 31.737
EUR: 35.880 35.241
JPY: 0.273 0.262
RMB: 4.995 5.033
AUD: 23.985 23.875

105

(II)Consolidated financial statement of subsidiaries

MiTAC Investment Holding Co., Ltd. And its subsidiaries

Declaration of Consolidated Financial Statements of Affiliates

Affiliated enterprises subject to the preparation of consolidated business reports under “Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises” were identical to the affiliated companies subject to the preparation of consolidated financial statements under IFRSs10 for financial period 2015 (from January 1 to December 31, 2015). All mandatory disclosures of the consolidated business reports have been disclosed in the consolidated financial statements, therefore no separate consolidated business report was prepared.

Hereby declared

Company name: MiTAC Holdings Corporation

Representative: Miau, Matthew Feng Chiang

March 25, 2016

(III)Affiliation Report: None

106

REPORT OF INDEPENDENT ACCOUNTANTS

PWCR 15000434

To the Board of Directors and Stockholders of MiTAC Holdings Corporation

We have audited the accompanying consolidated balance sheets of MiTAC Holding Corporation and subsidiaries as of December 31, 2015 and 2014, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We did not audit the financial statements of certain investees which are accounted for using equity in the Company’s consolidated financial statements. Those financial statements were prepared in accordance with US GAAP and audited by other independent accountants. We have audited the adjusted amounts of conversion to the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission. Thus, our opinion on the unadjusted amounts expressed herein is based solely on the reports of the other independent accountants. Share of profit (loss) of associates and joint ventures accounted for using equity method recognised based on the reports of the other independent accountants was NT$929,171 thousand and NT$780,555 thousand for the years ended December 31, 2015 and 2014, respectively. The balance of investments accounted for using equity method was NT$8,263,353 thousand and NT$7,363,503 thousand as of December 31, 2015 and 2014, respectively.

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

107

In our opinion, based on our audits and the reports of other independent accountants, the consolidated financial statements referred to in the first paragraph present fairly, in all material respects, the financial position of MiTAC Holdings Corporation and its subsidiaries as of December 31, 2015 and 2014, and their financial performance and cash flows for the years then ended in conformity with the “Rules Governing the Preparations of Financial Statements by Securities Issuers” and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission.

We have also audited the parent company only financial statements of MiTAC Holdings Corporation as of and for the years ended December 31, 2015 and 2014 (not presented herein), and have expressed a modified unqualified opinion on such financial statements.

PricewaterhouseCoopers, Taiwan March 25, 2016


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

As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.

108

MiTAC HOLDINGS CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2015 AND 2014

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

1100
1110
1125
1150
1170
1180
1200
1220
130X
1410
1476
11XX
1523
1543
1550
1600
1760
1780
1840
1900
15XX
1XXX
ASSETS Note
6(1)
6(2)
6(3)
6(5)
6(5) and 7
7
6(6)
6(7) and 8
6(3)
6(4)
6(8)
6(9) and 8
6(10)
6(11)
6(27)
8
2015
Amount
%
$ 8,786,787
19
5,711
-
595,826
1
4,644
-
5,489,355
12
253,354
1
62,601
-
72,908
-
6,272,009
14
286,277
1
10,699
-
21,840,171
48
720,789
2
1,143,049
3
14,024,341
31
5,467,908
12
1,061,808
2
119,005
-
456,908
1
328,711
1
23,322,519
52
$ 45,162,690
100
2014
Amount
%
$ 8,494,325
18
29,460
-
606,396
1
4,817
-
7,526,653
16
231,167
-
86,337
-
40,842
-
7,189,749
15
362,423
1
1,181,612
2
25,753,781
53
887,366
2
1,117,642
2
13,043,136
27
5,211,314
11
1,080,307
2
316,694
1
443,352
1
350,272
1
22,450,083
47
$ 48,203,864
100
Current assets
Cash and cash equivalents
Financial assets at fair value through profit or loss - current
Available-for-sale financial assets – current
Notes receivable – net
Accounts receivable – net
Accounts receivable – related parties
Other receivables
Current income tax assets
Inventories - net
Prepayments
Other financial assets - current
Total current assets
Non-current assets
Available-for-sale financial assets – non-current
Financial assets carried at cost – non-current
Investments accounted for under the equity method
Property, plant and equipment-net
Investment property – net
Intangible assets-net
Deferred income tax assets
Other non-current assets
Total non-current assets
Total assets

(Continued)

109

MiTAC HOLDINGS CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2015 AND 2014

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

2100
2120
2170
2180
2200
2230
2250
2300
21XX
2570
2600
25XX
2XXX
3110
3200
3350
3400
3500
3XXX
LIABILITIES AND EQUITY
Note
Current liabilities
Short-term borrowings
6(12)
Financial liabilities at fair value through profit or loss
- current
6(13)
Accounts payable
Accounts payable – related parties
7
Other payables
7
Current income tax liabilities
6(27)
Provisions for liabilities - current
6(16)
Other current liabilities
Total current liabilities
Non-current liabilities
Deferred income tax liabilities
6(27)
Other non-current liabilities
6(14)
Total non-current liabilities
Total liabilities
Equity attributable to owners of the parent
Share capital
6(17)
Common shares
Capital surplus
6(18)
Capital surplus
Retained earnings
6(19)
Legal reserve
Special reserve
Unappropriated retained earnings
Other equity
6(20)
Other equity
Treasury shares
6(17)

Total equity
Significant Contingent Liabilities And Unrecognised Contract
Commitments
9(1)(2)
Significant Events After the Balance Sheet Date
11
Total liabilities and equity
2015 %
2
-
12
-
8
-
1
1
24
1
1
2
26
17
49
-
-
4
5
(
1)

74
$ 100
2014
Amount
$ 714,516
15,914
5,364,344
183,363
3,691,058
198,957
350,486
435,983
10,954,621
331,973
321,687
653,660
11,608,281
7,778,113
22,352,475
132,420
52,117
1,833,321
1,928,412
(
522,449)
33,554,409
$ 45,162,690
Amount
$ 3,590,577
3,371
7,371,117
263,912
3,507,921
50,954
338,376
294,868
15,421,096
331,912
299,237
631,149
16,052,245
7,694,106
22,122,720
56,311
-
773,566
2,011,794
(
506,878)
32,151,619
$ 48,203,864
%
7
-
15
1
7
-
1
1
32
1
-
1
33
16
46
-
-
2
4
(
1)
67
$ 100

The accompanying notes are an integral part of these consolidated financial statements. See report of independent accountants dated March 25, 2016.

110

MiTAC HOLDINGS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, EXCEPT EARNINGS PER SHARE)

For the year ended
December 31, 2015
For the year ended
December 31, 2014
Notes
Amount
%
Amount
%
4000
Operating revenue
6(21) and 7
$ 50,054,765
100
$ 42,060,342
100
5000
Operating costs
6(6) and 7
(
44,470,901)
(
89)
(
36,356,436)
(
87)
5900
Gross profit
5,583,864
11
5,703,906
13
Operating expenses
6(25)(26)
6100
Selling expenses
(
1,357,072)
(
2) (
1,671,976) (
4)
6200
General and administrative expenses
(
1,573,718)
(
3) (
1,473,662) (
3)
6300
Research and development expenses
(
2,356,604)
(
5)
(
2,919,197)
(
7)
6000
Total operating expenses
(
5,287,394)
(
10)
(
6,064,835)
(
14)
6900
Operating profit (loss)
296,470
(
1)
(
360,929)
(
1)
Non-operating income and expenses
7010
Other income
6(22)
375,910
-
390,563
1
7020
Other gains and losses
6(23)
(
7,205)
- (
148,370)
-
7050
Finance costs
6(24)
(
32,053)
- (
44,146)
-
7060
Share of profit of associates and joint ventures accounted for
under equity method
6(8)
1,380,981
3
1,213,705
3
7000
Total non-operating income and expenses
1,717,633
3
1,411,752
4
7900
Profit before income tax
2,014,103
4
1,050,823
3
7950
Income tax expense
6(27)
(
260,011)
(
1)
(
289,903)
(
1)
8200
Profit for the year
$ 1,754,092
3
$ 760,920
2
Other comprehensive income
Components of other comprehensive income that will not be
reclassified to profit or loss
8311
Losses on remeasurements of defined benefit plans
($ 33,349)
- ($ 42,706)
-
8320
Share of other comprehensive income of associates and joint
ventures accounted for using equity method, components of
other comprehensive income that will not be reclassified to
profit or loss
(
5,185)
- (
5,929)
-
8349
Income tax related to components of other comprehensive
income that will not be reclassified to profit or loss
5,669
-
7,260
-
8310
Components of other comprehensive loss that will not be
reclassified to profit or loss
(
32,865)
-
(
41,375)
-
Components of other comprehensive income that will be
reclassified to profit or loss
8361
Cumulative translation differences of foreign operations
400,893
1
889,391
2
8362
Unrealized loss on valuation of available-for-sale financial
assets
(
184,940)
- (
94,686)
-
8370
Share of other comprehensive (loss) income of associates and
joint ventures accounted for using equity method,
components of other comprehensive income that will be
reclassified to profit or loss
(
299,335)
(
1)
29,279
-
8360
Components of other comprehensive (loss) income that
will be reclassified to profit or loss
(
83,382)
-
823,984
2
8300
Other comprehensive (loss) income for the year
($ 116,247)
-
$ 782,609
2
8500
Total comprehensive income for the year
$ 1,637,845
3
$ 1,543,529
4
Profit attributable to:
8610
Owners of parent
1,754,092
3
761,086
2
8620
Non-controlling interest
-
-
(
166)
-
$ 1,754,092
3
$ 760,920
2
Comprehensive income (loss) attributable to:
8710
Owners of parent
$ 1,637,845
3
$ 1,543,695
4
8720
Non-controlling interest
-
-
(
166)
-
$ 1,637,845
3
$ 1,543,529
4
9750
Basic earnings per share
6(28)
$ 2.32
$ 1.03
9850
Diluted earnings per share
6(28)
$ 2.30
$ 1.02
For the year ended
December 31, 2015
For the year ended
December 31, 2014
Notes
Amount
%
Amount
%
4000
Operating revenue
6(21) and 7
$ 50,054,765
100
$ 42,060,342
100
5000
Operating costs
6(6) and 7
(
44,470,901)
(
89)
(
36,356,436)
(
87)
5900
Gross profit
5,583,864
11
5,703,906
13
Operating expenses
6(25)(26)
6100
Selling expenses
(
1,357,072)
(
2) (
1,671,976) (
4)
6200
General and administrative expenses
(
1,573,718)
(
3) (
1,473,662) (
3)
6300
Research and development expenses
(
2,356,604)
(
5)
(
2,919,197)
(
7)
6000
Total operating expenses
(
5,287,394)
(
10)
(
6,064,835)
(
14)
6900
Operating profit (loss)
296,470
(
1)
(
360,929)
(
1)
Non-operating income and expenses
7010
Other income
6(22)
375,910
-
390,563
1
7020
Other gains and losses
6(23)
(
7,205)
- (
148,370)
-
7050
Finance costs
6(24)
(
32,053)
- (
44,146)
-
7060
Share of profit of associates and joint ventures accounted for
under equity method
6(8)
1,380,981
3
1,213,705
3
7000
Total non-operating income and expenses
1,717,633
3
1,411,752
4
7900
Profit before income tax
2,014,103
4
1,050,823
3
7950
Income tax expense
6(27)
(
260,011)
(
1)
(
289,903)
(
1)
8200
Profit for the year
$ 1,754,092
3
$ 760,920
2
Other comprehensive income
Components of other comprehensive income that will not be
reclassified to profit or loss
8311
Losses on remeasurements of defined benefit plans
($ 33,349)
- ($ 42,706)
-
8320
Share of other comprehensive income of associates and joint
ventures accounted for using equity method, components of
other comprehensive income that will not be reclassified to
profit or loss
(
5,185)
- (
5,929)
-
8349
Income tax related to components of other comprehensive
income that will not be reclassified to profit or loss
5,669
-
7,260
-
8310
Components of other comprehensive loss that will not be
reclassified to profit or loss
(
32,865)
-
(
41,375)
-
Components of other comprehensive income that will be
reclassified to profit or loss
8361
Cumulative translation differences of foreign operations
400,893
1
889,391
2
8362
Unrealized loss on valuation of available-for-sale financial
assets
(
184,940)
- (
94,686)
-
8370
Share of other comprehensive (loss) income of associates and
joint ventures accounted for using equity method,
components of other comprehensive income that will be
reclassified to profit or loss
(
299,335)
(
1)
29,279
-
8360
Components of other comprehensive (loss) income that
will be reclassified to profit or loss
(
83,382)
-
823,984
2
8300
Other comprehensive (loss) income for the year
($ 116,247)
-
$ 782,609
2
8500
Total comprehensive income for the year
$ 1,637,845
3
$ 1,543,529
4
Profit attributable to:
8610
Owners of parent
1,754,092
3
761,086
2
8620
Non-controlling interest
-
-
(
166)
-
$ 1,754,092
3
$ 760,920
2
Comprehensive income (loss) attributable to:
8710
Owners of parent
$ 1,637,845
3
$ 1,543,695
4
8720
Non-controlling interest
-
-
(
166)
-
$ 1,637,845
3
$ 1,543,529
4
9750
Basic earnings per share
6(28)
$ 2.32
$ 1.03
9850
Diluted earnings per share
6(28)
$ 2.30
$ 1.02
For the year ended
December 31, 2015
For the year ended
December 31, 2014
Notes
Amount
%
Amount
%
4000
Operating revenue
6(21) and 7
$ 50,054,765
100
$ 42,060,342
100
5000
Operating costs
6(6) and 7
(
44,470,901)
(
89)
(
36,356,436)
(
87)
5900
Gross profit
5,583,864
11
5,703,906
13
Operating expenses
6(25)(26)
6100
Selling expenses
(
1,357,072)
(
2) (
1,671,976) (
4)
6200
General and administrative expenses
(
1,573,718)
(
3) (
1,473,662) (
3)
6300
Research and development expenses
(
2,356,604)
(
5)
(
2,919,197)
(
7)
6000
Total operating expenses
(
5,287,394)
(
10)
(
6,064,835)
(
14)
6900
Operating profit (loss)
296,470
(
1)
(
360,929)
(
1)
Non-operating income and expenses
7010
Other income
6(22)
375,910
-
390,563
1
7020
Other gains and losses
6(23)
(
7,205)
- (
148,370)
-
7050
Finance costs
6(24)
(
32,053)
- (
44,146)
-
7060
Share of profit of associates and joint ventures accounted for
under equity method
6(8)
1,380,981
3
1,213,705
3
7000
Total non-operating income and expenses
1,717,633
3
1,411,752
4
7900
Profit before income tax
2,014,103
4
1,050,823
3
7950
Income tax expense
6(27)
(
260,011)
(
1)
(
289,903)
(
1)
8200
Profit for the year
$ 1,754,092
3
$ 760,920
2
Other comprehensive income
Components of other comprehensive income that will not be
reclassified to profit or loss
8311
Losses on remeasurements of defined benefit plans
($ 33,349)
- ($ 42,706)
-
8320
Share of other comprehensive income of associates and joint
ventures accounted for using equity method, components of
other comprehensive income that will not be reclassified to
profit or loss
(
5,185)
- (
5,929)
-
8349
Income tax related to components of other comprehensive
income that will not be reclassified to profit or loss
5,669
-
7,260
-
8310
Components of other comprehensive loss that will not be
reclassified to profit or loss
(
32,865)
-
(
41,375)
-
Components of other comprehensive income that will be
reclassified to profit or loss
8361
Cumulative translation differences of foreign operations
400,893
1
889,391
2
8362
Unrealized loss on valuation of available-for-sale financial
assets
(
184,940)
- (
94,686)
-
8370
Share of other comprehensive (loss) income of associates and
joint ventures accounted for using equity method,
components of other comprehensive income that will be
reclassified to profit or loss
(
299,335)
(
1)
29,279
-
8360
Components of other comprehensive (loss) income that
will be reclassified to profit or loss
(
83,382)
-
823,984
2
8300
Other comprehensive (loss) income for the year
($ 116,247)
-
$ 782,609
2
8500
Total comprehensive income for the year
$ 1,637,845
3
$ 1,543,529
4
Profit attributable to:
8610
Owners of parent
1,754,092
3
761,086
2
8620
Non-controlling interest
-
-
(
166)
-
$ 1,754,092
3
$ 760,920
2
Comprehensive income (loss) attributable to:
8710
Owners of parent
$ 1,637,845
3
$ 1,543,695
4
8720
Non-controlling interest
-
-
(
166)
-
$ 1,637,845
3
$ 1,543,529
4
9750
Basic earnings per share
6(28)
$ 2.32
$ 1.03
9850
Diluted earnings per share
6(28)
$ 2.30
$ 1.02
$ 1.02

The accompanying notes are an integral part of these consolidated financial statements. See report of independent accountants dated March 25, 2016.

111

MiTAC HOLDINGS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

2014 Notes
Common
shares
Capital surplus
$ 7,609,488
$ 21,803,383
6(19)
-
-
6(19)
-
-
6(15)(18)
97,723
129,127
6(15)(18)
-
66,639
6(18)
-
1,035
(
13,105)
(
12,502)
6(18)
-
6,935
-
-
-
-
6(18)
-
128,103
-
-
$ 7,694,106
$ 22,122,720
Attributable to owne rs of the Company
Retained Earnings
Legal
reserve
Unappropriated
retained earnings
$ -
$ 563,114
56,311
(
56,311 )
-
(
451,589 )
-
-
-
-
-
-
-
-
-
-
-
761,086
-
(
41,375 )
-
(
993 )
-
(
366 )
$56,311
$ 773,566
Currency
translation
differences
Unrealized gain
or loss on
available-for-sale
financial assets
$ 899,611
$ 288,199

-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
973,032
(
149,048)
-
-
-
-
$1,872,643
$ 139,151
Balance at January 1, 2014
Distribution of 2013 earnings
Legal reserve
Cash dividends
Employee stock options exercised
Compensation cost of employees’
share based –payment transactions
Treasury stock transferred to
employees
Retirement of treasury stock
Subsidiaries received cash dividends
paid by the parent company
Net income (loss) for the year
Net other comprehensive income
(loss) for the year
Net change of equity in associates
accounted for under equity method
Acquisition of non-controlling
interest
Balance at December 31, 2014

(Continued)

112

MiTAC HOLDINGS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Attributable to owners of the Company

2015 Notes
6(19)
6(19)
6(19)
6(15)(18)
6(15)(18)
6(18)
6(18)
(
6(17)
6(18)
6(18)
Common
shares
$ 7,694,106
-
-
-
127,207
-
-
(
43,200 )
(
-
-
-
-
-
$ 7,778,113
Capital
surplus
$ 22,122,720
-
-
-
175,941
55,137
2,472 )
41,244 )
-
7,976
34,417
-
-
$ 22,352,475
Retained Earnings
Special
reserve
Unappropriated
retained earnings
$ -
$ 773,566
- (
76,109
)
52,117 (
52,117
)
- (
533,246
)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,754,092
- (
32,865
)
$ 52,117
$ 1,833,321
Currency
translation
differences
$ 1,872,643
-
-
-
-
-
-
-
-
-
-
-
135,865
(
$ 2,008,508
(
Unrealized
gain or loss on
available-for-sale
financial assets
$ 139,151
(
-
-
-
-
-
-
-
-
(
-
-
-
219,247)
$ 80,096 ) (
Treasury
shares
$ 506,878)
-
-
-
(
-
-
69,347
84,444
169,362 )
(
-
-
-
-
(
$ 522,449)
Total
$ 32,151,619
-
-
533,246)
303,148
55,137
66,875
-
169,362)
7,976
34,417
1,754,092
116,247)
$ 33,554,409
Non-
controlling
interest
$ -
-
-
-
(
-
-
-
-
-
(
-
-
-
-
(
$ -
Total
equity
$32,151,619
-
-
533,246)
303,148
55,137
66,875
-
169,362)
7,976
34,417
1,754,092
116,247)
$33,554,409
Legal
reserve
$ 56,311
76,109
-
-
-
-
-
-
-
-
-
-
-
$132,420
Special
reserve
$ -
- (
52,117 (
- (
-
-
-
-
-
-
-
-
- (
$ 52,117
Balance at January 1, 2015
Distribution of 2014 earnings
Legal reserve
Special reserve
Cash dividends
Employee stock options
exercised
Compensation cost of
employees’ share based –
payment transactions
Treasury stock transferred to
employees
Retirement of treasury stock
Purchase of treasury stock
Subsidiaries received cash
dividends paid by the parent
company
Net change of equity in
associates accounted for
under equity method
Net income for the year
Net other comprehensive
income (loss) for the year
Balance at December 31,
2015

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

See report of independent accountants dated March 25, 2016.

113

MiTAC HOLDINGS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

For the year For the year
ended December ended December
31,2015 31,2014
Cash flows from operating activities:
Income before income tax $ 2,014,103 $ 1,050,823
Adjustments to reconcile income before income tax to net cash
provided by (used in) operating activities:
Income and expenses having no effect on cash flows
(Reversal of) bad debts expense 6(5) 6,419 ( 26,594 )
Loss on inventory market value decline 6(6) 182,649 131,792
Depreciation 6(9)(10)(25) 534,742 486,984
Impairment loss 6(3)(11)(23) 25,902 216,198
Amortization 6(11)(25) 249,700 289,660
Amortization of long-term prepaid rent 6,804 6,569
Compensation cost of share-based payment 6(15) 55,137 66,639
Interest income 6(22) ( 99,428 ) ( 147,848 )
Interest expense 6(24) 32,053 44,146
Dividend income 6(22) ( 119,828 ) ( 105,534 )
Net income of financial assets/liabilities at fair value through
profit or loss 6(23) 36,291 ( 18,362 )
Share of profit of associates accounted for under equity method 6(8) ( 1,380,981 ) ( 1,213,705 )
Loss (gain) on disposal of investments 6(23) 16,506 ( 58,609 )
Gain on disposal of property, plant and equipment, net 6(23) ( 12,999 ) ( 11,227 )
Gain disposal of other non current assets 6(23) - ( 15,832 )
Changes in assets/liabilities relating to operating activities
Net changes in assets relating to operating activities
Notes receivable, net 173 4,529
Accounts receivable 2,273,874 ( 1,103,894 )
Other receivables 26,156 58,923
Inventories 840,965 ( 725,420 )
Prepayments 76,146 ( 124,017 )
Net changes in liabilities relating to operating activities
Notes payable - ( 1,622 )
Accounts payable ( 2,245,258 ) 672,842
Other payables 188,253 ( 61,266 )
Other current liabilities 141,115 68,648
Provisions for liabilities - current 13,245 ( 119,909 )
Accrued pension liabilities 5,577 ( 439 )
Cash provided by (used in) operating activities 2,867,316 ( 636,525 )
Payment of interest ( 37,168 ) ( 40,808 )
Receipt of interest 107,274 147,414
Payment of income tax ( 167,836 ) ( 180,688 )
Cash dividend received 599,287 340,579
Net cash provided by (used in) operating activities 3,368,873 ( 370,028 )

(Continued)

114

MiTAC HOLDINGS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

For the year For the year
ended December ended December
31,2015 31,2014
Cash flows from investing activities:
Decrease in other financial assets $ 1,170,853 $ 597,064
Proceeds from disposal of available-for-sale financial assets 33,799 82,770
Acquisition of available-for-sale financial assets ( 72,340 ) ( 45,000 )
Acquisition of financial assets carried at cost ( 25,000 ) ( 25,957 )
Proceeds from disposal of financial assets carried at cost - 2,879
Proceeds from capital reduction of financial assets carried at cost - 63,223
Acquisition of investments accounted for under the equity method ( 64,237 ) ( 7,839 )
Proceeds from disposal of investment accounted for under the equity
method 17,135 -
Acquisition of property, plant and equipment 6(9) ( 804,950 ) ( 452,480 )
Proceeds from disposal of property, plant and equipment 16,477 48,156
Increase in intangible assets 6(11) ( 52,026 ) ( 119,239 )
Decrease (increase) in refundable deposits 24,216 ( 22,231 )
Increase in other non-current assets ( 14,637 ) ( 7,791 )
Proceeds from disposal of other non-current assets - 19,401
Net cash provided by investing activities 229,290 132,956
Cash flows from financing activities:
(Decrease) increase in short-term borrowings ( 2,876,061 ) 1,481,607
(Decrease) increase in guarantee deposits ( 12,439 ) 20,688
Employee stock options exercised 303,148 226,850
Treasury stock transferred to employees 66,875 78,316
Purchase of treasury stock ( 169,362 ) -
Cash dividends paid ( 525,270 ) ( 444,654 )
Acquisition of non-controlling interest - ( 500 )
Net cash (used in) provided by financing activities ( 3,213,109 ) 1,362,307
Effects of changes in exchange rates ( 92,592 ) 178,367
Net increase in cash and cash equivalents 292,462 1,303,602
Cash and cash equivalents at beginning of year 8,494,325 7,190,723
Cash and cash equivalents at end of year $ 8,786,787 $ 8,494,325

The accompanying notes are an integral part of these consolidated financial statements. See report of independent accountants dated March 25, 2016.

115

MiTAC HOLDINGS CORPORATION AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2015 AND 2014

(Expressed In Thousands Of New Taiwan dollars, Except As Otherwise Indicated)

1. HISTORY AND ORGANIZATION

  • (1) MiTAC Holdings Corporation (the “Company”) was established by MiTAC International Corp. (“MiTAC International”) through a share conversion on September 12, 2013, and on the same date, the competent authority has approved for the Company’s shares to be listed on the Taiwan Stock Exchange (TWSE). MiTAC International became the Company’s wholly-owned subsidiary after conversion. The main business of the Company and its subsidiaries (collectively referred herein as the “Group”) is to design, manufacture and sell products related to investment, computer and its peripherals and communications.

  • (2) In order to promote the Group’s specialization of work to eventually transform and improve its competitiveness, the Board of Directors of MiTAC International has resolved to divest its cloud computing products group to the newly established company – MiTAC Computing Technology Corporation as the consideration for the acquisition of 220,000 thousand newly issued ordinary shares of MiTAC Computing Technology Corporation on the spin-off day, September 1, 2014. As a result, MiTAC International and MiTAC Computing Technology Corporation are now wholly-owned by the Company after the spin-off.

2. THE DATE OF AUTHORIZATION FOR ISSUANCE OF THE CONSOLIDATED FINANCIAL STATEMENTS AND PROCEDURES FOR AUTHORIZATION

These consolidated financial statements were authorized for issuance by the Board of Directors on March 25, 2016.

3. APPLICATION OF NEW STANDARDS, AMENDMENTS AND INTERPRETATIONS

  • (1) Effect of the adoption of new issuances of or amendments to International Financial Reporting Standards (“IFRSs”) as endorsed by the Financial Supervisory Commission (“FSC”)

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

  • A. IAS 19 (revised), ‘Employee benefits’

    • The revised standard makes amendments that net interest amount, calculated by applying the discount rate to the net defined benefit asset or liability, replaces the finance charge and expected return on plan assets. The revised standard eliminates the accounting policy choice that the actuarial gains and losses could be recognised based on corridor approach or recognised in profit or loss. The revised standard requires that the actuarial gains and losses can only be recognized

116

immediately in other comprehensive income when incurred. Past service cost will be recognized immediately in the period incurred and will no longer be amortised using straight-line basis over the average period until the benefits become vested. An entity is required to recognise termination benefits at the earlier of when the entity can no longer withdraw an offer of those benefits and when it recognises any related restructuring costs, rather than when the entity is demonstrably committed to a termination. Additional disclosures are required for defined benefit plans. The revised standard has no significant impact on the Group’s consolidated financial statements.

  • B. IAS 1, ‘Presentation of financial statements’

    • The amendment requires entities to separate items presented in OCI classified by nature into two groups on the basis of whether they are potentially reclassifiable to profit or loss subsequently when specific conditions are met. If the items are presented before tax then the tax related to each of the two groups of OCI items (those that might be reclassified and those that will not be reclassified) must be shown separately. Accordingly, the Group will adjust its presentation of the statement of comprehensive income.
  • C. IFRS 12, ‘Disclosure of interests in other entities’

    • The standard integrates the disclosure requirements for subsidiaries, joint arrangements, associates and unconsolidated structured entities. And, the Group will disclose additional information about its interests in consolidated entities and unconsolidated entities accordingly.
  • D. IFRS 13, ‘Fair value measurement’

    • The standard defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The standard sets out a framework for measuring fair value from market participants’ perspective, and requires disclosures about fair value measurements. For non-financial assets only, fair value is determined based on the highest and best use of the asset. Based on the Group’s assessment, the adoption of the standard has no significant impact on its consolidated financial statements, and the Group will disclose additional information about fair value measurements accordingly.
  • (2) Effect of new issuances of or amendments to IFRSs as endorsed by the FSC but not yet adopted by the Group

None.

117

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

New standards, interpretations and amendments issued by IASB but not yet included in the 2013 version of IFRSs as endorsed by the FSC:

version of IFRSs as endorsed by the FSC:
New Standards, Interpretations and Amendments Effective Date by
International Accounting
Standards Board
January 1, 2018
To be determined by
International Accounting
Standards Board.

IFRS 9, ‘Financial instruments'
Sale or contribution of assets between an investor and its associate or joint
venture (amendments to IFRS 10 and IAS 28)
Investment entities: applying the consolidation exception (amendments to January 1, 2016
IFRS 10, IFRS 12 and IAS 28)
Accounting for acquisition of interests in joint operations (amendments to
IFRS 11)
IFRS 14, 'Regulatory deferral accounts'
IFRS 15, ‘Revenue from contracts with customers'
IFRS 16, ‘Leases'
January 1, 2016
January 1, 2016
January 1, 2018
January 1, 2019
Disclosure initiative (amendments to IAS 1)
January 1, 2016
Disclosure initiative (amendments to IAS 7) January 1, 2017
Recognition of deferred tax assets for unrealized losses (amounts to IAS
January 1, 2017
12)
Clarification of acceptable methods of depreciation and amortisation
(amendments to IAS 16 and IAS 38)
January 1, 2016
Agriculture: bearer plants (amendments to IAS 16 and IAS 41)
January 1, 2016
Defined benefit plans: employee contributions (amendments to IAS 19R)
July 1, 2014
Equity method in separate financial statements (amendments to IAS 27)
January 1, 2016
Recoverable amount disclosures for non-financial assets
(amendments
to IAS 36)
January 1, 2014
Novation of derivatives and continuation of hedge accounting
(amendments to IAS 39)
January 1, 2014
IFRIC 21, ‘Levies’
January 1, 2014
Improvements to IFRSs 2010-2012
July 1, 2014
Improvements to IFRSs 2011-2013
July 1, 2014
Improvements to IFRSs 2012-2014
January 1, 2016
The Group is assessing the potential impact of the new standards, or amendments above and has not
yet been able to reliably estimate their impact on the consolidated financial statements.

118

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

  • (1) Compliance statement

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

  • (2) Basis of preparation

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

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

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

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

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

  • (3) Basis of consolidation

  • A. Basis for preparation of consolidated financial statements:

    • a) All subsidiaries are included in the Group’s consolidated financial statements. Subsidiaries are all entities (including special purpose entities) over which the Group has the power to govern the financial and operating policies. In general, control is presumed to exist when the parent owns, directly or indirectly through subsidiaries, more than half of the voting power of an entity. The existence and effect of potential voting rights that are currently exercisable or convertible have been considered when assessing whether the Group controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases.

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

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

119

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

  • e) When the Group loses control of a subsidiary, the Group remeasures any investment retained in the former subsidiary at its fair value. Any difference between fair value and carrying amount is recognised in profit or loss. All amounts previously recognised in other comprehensive income in relation to the subsidiary are reclassified to profit or loss on the same basis as would be required if the related assets or liabilities were disposed of. That is, when the Group loses control of a subsidiary, all gains or losses previously recognised in other comprehensive income in relation to the subsidiary should be reclassified from equity to profit or loss, if such gains or losses would be reclassified to profit or loss when the related assets or liabilities are disposed of.

  • B. Subsidiaries included in the consolidated financial statements:

Investor
MiTAC Holdings Corp.
MiTAC Holdings Corp.
MiTAC International Corp.
MiTAC International Corp.
MiTAC International Corp.
MiTAC International Corp.
MiTAC International Corp.
MiTAC Computing
Technology Corp.
Silver Star Developments
Ltd.
Silver Star Developments
Ltd.
Silver Star Developments
Ltd.
Silver Star Developments
Ltd.
Pacific China Corp.
Pacific China Corp.
Pacific China Corp.
Pacific China Corp.
Best Profit Ltd.
Best Profit Ltd.
Best Profit Ltd.
MiTAC Technology UK
Ltd.
Subsidiary Main activities
Computer and its peripherals:
design, manufacture and sell
communications products
Computer and its peripherals:
design, manufacture and sell
communications products
General investments
General investments
Research, development and related
technical advisory services
Sale of communication products and
related after-sale services
Information/software services and
retail business
General investments
General investments
General investments
General investments
General investments
General investments
General investments
General investments
General investments
General investments
General investments
Sale of communication products and
related after-sale services
Sales of computer peripherals,
hardware/ software and related
products
Ownership (%)
December
31, 2015
December
31, 2014
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
-
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
-
100%
100%
100%
100%
100%
100%
100%
Description
December
31, 2015
MiTAC International Corp.
MiTAC Computing Technology
Corp.
Tsu Fung Investment Corp.
Silver Star Developments Ltd.
DLC Technology Corp.
Mio Technology Corp.
MiWell Technology Corp.
MiTAC Technology UK Ltd.
System Glory International Ltd.
Pacific China Corp.
Magicmate Group Ltd.
Best Profit Ltd.
MiTAC Star Service Ltd.
Software Insights Ltd.
Start Well Technology Ltd.
Huge Extent Ltd.
Booming Enterprises Inc.
Top Sheen Enterprises Ltd.
MiTAC Europe Ltd.
Tyan Computer Corp. (USA)
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
-
100%
100%
100%
100%
100%
-
100%
100%
100%
Note 4
Note 3
Note 3
Note 1

120

Investor
MiTAC Technology UK
Ltd.
MiTAC Technology UK
Ltd.
MiTAC Europe Ltd.
Silver Star Developments
Ltd.
Silver Star Developments
Ltd.
Silver Star Developments
Ltd.
Silver Star Developments
Ltd.
Silver Star Developments
Ltd.
Silver Star Developments
Ltd.
Start Well Technology Ltd.
Start Well Technology Ltd
Pacific China Corp.
MiTAC Star Service Ltd.
MiTAC Computer
(Kunshan) Ltd.
MiTAC Computer
(Kunshan) Ltd
Software Insights Ltd.
Star Well Technology Ltd.
Mio International Ltd.
Start Well Technology Ltd.
Top Sheen Enterprises Ltd.
Subsidiary Main activities
Sale of computer peripherals,
hardware/software and related
products
Assembling and sale of computer
peripherals, hardware/software and
related products
Sale of communication products and
related after-sale services
Sale of communication products,
computer peripherals,
hardware/software and related
products and related after-sale
services
Sale of communication products and
related after-sale services
Sale of computer peripherals,
hardware/software and related
products
Sale of communication and
related products
Sale of communication products and
related after-sale services
Sale of communication products and
related after-sale services
Manufacture of computers,
computer peripherals,
hardware/software and related
products and sale of own-produced
products
Investment Holdings
Testing, maintenance and display of
computer components and related
technical advisory services and
after-sale services
Manufacture of computer frame,
motherboard, interface card, display,
power supply, keyboard, related
metal stamping parts and plastic
parts and maintenance of
motherboard
Sales of self-produced products and
related after-sale services
Sales and manufacturing of
computer accessories, hardware,
software and related services
Research, development and
manufacture of computer software,
sale of own-produced products and
related technical advisory services
Testing, maintenance and display of
computer components and related
technical advisory services and
after-sale services
Sale of communication products and
related after-sale services
Agency of freight transport, export
and import trading and warehousing
services.
Sale of communication products and
related after-sale services
Ownership (%)
December
31, 2015
December
31, 2014
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
-
100%
100%
100%
100%
-
100%
100%
100%
100%
100%
100%
100%
-
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
Description
December
31, 2015
MiTAC Logistics Corp.
MiTAC Information Systems Corp.
Mio Technology GMBH
MiTAC Japan Corp.
MiTAC Benelux N.V.
MiTAC Pacific (H.K.) Ltd.
Mio International Ltd.
MiTAC Australia Pty Ltd.
Navman Technology NZ Ltd.
MiTAC Computer (Kunshan) Ltd.
MiTAC Investment Holding Ltd.
MiTAC Service (Shanghai) Co.,
Ltd.
MiTAC Computer (Shunde) Corp.
MiTAC Telematics Technology
Corp.
MiTAC Information Systems
(Kunshan) Co., Ltd.
MiTAC Research (Shanghai) Ltd.
MiTAC Technology (Kunshan) Co.,
Ltd.
Mio Technology Ltd.
MiTAC Logistic Service (Kunshan)
Ltd.
MiTAC Digital Corp.
100%
100%
100%
100%
100%
100%
100%
100%
-
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
Note 1
Note 1
Note 3
Note 5
Note 5
Note 2
Note 2

121

Investor
Start Well Technology Ltd.
Software Insights Ltd.
MiTAC Computer
(Shunde) Corp.
Subsidiary Main activities
After-sale maintenance, testing and
technical advisory services of
computers, communication products
and consumer electronic products;
establishment of customer service
centers; customer data processing,
analysis and integrated services and
business administration services
Research and development of
calculator, server, mobile phone,
PDA and GPS, and technical
transfer, technical advisory and
technical services of related R&D
products
Manufacture of computer
mainboard, motherboard and
adapter card
Ownership (%)
December
31, 2015
December
31, 2014
100%
100%
100%
100%
100%
100%
Description
December
31, 2015
MiTAC Information Technology
Ltd.
MiTAC Innovation (Kunshan) Ltd.
Mitac Electronics (Foshan), Co.,
Ltd.
100%
100%
100%
Note 2
  • Note 1: In the third quarter of 2014, MiTAC International Corp. has divested its share of Foreground Technology Ltd. to MiTAC Computing Technology Corp., and Silver Star Developments Ltd. has sold Sky Universe Enterprise Ltd. to MiTAC Computing Technology Corp.. In order to simplify the investment structure, MiTAC Computer Technology Corp. has liquidated its holding companies – Foreground Technology Ltd. and Sky Universe Enterprise Ltd.. The pricing of share capital of the holding companies’ original subsidiaries - Tyan Computer Corp. (USA), MiTAC Logistics Corp. and MiTAC Information Systems Corp. has been fixed by MiTAC Computing Technology Corp. in order to acquire the share capital of MiTAC Technology UK Ltd.. Tyan Computer Corp. (USA), MiTAC Logistics Corp. and MiTAC Information Systems Corp. are now wholly-owned by MiTAC Technology UK Ltd.

  • Note 2: Bright Crown Management Ltd. and Dynamic Star Investments Ltd. were merged into Start Well Technology Ltd. due to the reorganization in the fourth quarter of 2014. MiTAC Technology (Kunshan) Ltd., MiTAC Logistic Service (Kunshan) Ltd. and MiTAC Information Technology Ltd. are now wholly-owned by Start Well Technology Ltd.

  • Note 3: Subsidiaries liquidated in 2015.

  • Note 4: Subsidiaries in the process of liquidation.

  • Note 5: Subsidiaries newly established in the fourth quarter of 2015.

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

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

  • E. Nature and extent of the restrictions on fund remittance from subsidiaries to the parent company: None.

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

(4) Foreign currency translation

Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (the “functional

122

currency”). The consolidated financial statements are presented in New Taiwan Dollars, which is the Company’s functional and the Group’s presentation currency.

A. Foreign currency transactions and balances

  • (a)Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are remeasured. Foreign exchange gains and losses resulting from the settlement of such transactions are recognised in profit or loss in the period in which they arise.

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

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

  • B. Translation of foreign operations

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

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

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

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

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

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

123

foreign subsidiary, such transactions should be accounted for as disposal of all interest in the foreign operation.

  • (5) Classification of current and non-current items

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

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

    • (b)Assets held mainly for trading purposes;

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

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

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

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

    • (b)Liabilities arising mainly from trading activities;

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

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

  • (6) Cash equivalents

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

  • (7) Financial assets and financial liabilities at fair value through profit or loss

A. Classifications

The main purpose for holding financial assets or liabilities at fair value through profit or loss is for trading, and for selling or rebuying in a short time. Derivative financial instruments are used to hedge and also use the same classification.

  • B. Recognition and assessment

  • Trading of financial assets at fair value through profit or loss is accounted for using trade date accounting (the date that the Group promises to trade the assets). Financial assets are initially recognised at fair value, and related trading costs are recognised as expenses for the period. Financial assets are later measured at fair value, and the movement in fair value is recognised in profit or loss for the period.

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(8) Available-for-sale financial assets

  • A. Available-for-sale financial assets are non-derivatives that are either designated in this category or not classified in any of the other categories.

  • B. On a regular way purchase or sale basis, available-for-sale financial assets are recognised and derecognised using trade date accounting.

  • C. Available-for-sale financial assets are initially recognised at fair value plus transaction costs. These financial assets are subsequently remeasured and stated at fair value, and any changes in the fair value of these financial assets are recognised in other comprehensive income. Investments in equity instruments that do not have a quoted market price in an active market and whose fair value cannot be reliably measured or derivatives that are linked to and must be settled by delivery of such unquoted equity instruments are presented in ‘financial assets measured at cost’.

(9) Notes, accounts, and other receivables

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

(10) Impairment of financial assets

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

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

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

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

  • (c) The Group, for economic or legal reasons relating to the borrower’s financial difficulty, granted the borrower a concession that a lender would not otherwise consider;

  • (d) It becomes probable that the borrower will enter bankruptcy or other financial eorganisation;

  • (e) The disappearance of an active market for that financial asset because of financial difficulties;

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  • (f) Observable data indicating that there is a measurable decrease in the estimated future cash flows from a group of financial assets since the initial recognition of those assets, although the decrease cannot yet be identified with the individual financial asset in the group, including adverse changes in the payment status of borrowers in the group or national or local economic conditions that correlate with defaults on the assets in the group;

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

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

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

  • (a) Financial assets measured at amortised cost

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

    • The amount of the impairment loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows discounted at current market return rate of similar financial asset, and is recognised in profit or loss. Impairment loss recognised for this category shall not be reversed subsequently. Impairment loss is recognised by adjusting the carrying amount of the asset through the use of an impairment allowance account.
  • (c) Available-for-sale financial assets

    • The amount of the impairment loss is measured as the difference between the asset’s acquisition cost (less any principal repayment and amortisation) and current fair value, less any impairment loss on that financial asset previously recognised in profit or loss, and is reclassified from ‘other comprehensive income’ to ‘profit or loss’. If, in a subsequent period, the fair value of an investment in a debt instrument increases, and the increase can be related objectively to an event occurring after the impairment loss was recognised, then such impairment loss is reversed through profit or loss. Impairment loss of an investment in an equity instrument recognised in profit or loss shall not be reversed through profit or loss. Impairment loss is recognised and reversed by adjusting the carrying amount of the asset through the use of an impairment allowance account.

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(11) Derecognition of financial assets

The Group derecognises a financial asset when the contractual rights to receive the cash flows from the financial asset expire.

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

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

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

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

  • (12) Inventories

  • A. The perpetual inventory system is adopted for inventory recognition. Inventories are stated at standard cost, and adjusted at the end of reporting period to approximate them to the cost calculated on a weighted average method.

  • B. At the end of period, inventories are evaluated at the lower of cost or net realisable value, and the individual item approach is used in the comparison of cost and net realisable value. The calculation of net realisable value should be based on the estimated selling price in the normal course of business, net of estimated costs of completion and estimated selling expenses.

(13) Investments accounted for using equity method / associates

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

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

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

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

127

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

  • F. When the Group disposes its investment in an associate and loses significant influence over this associate, the amounts previously recognised in other comprehensive income in relation to the associate, are reclassified to profit or loss, on the same basis as would be required if the relevant assets or liabilities were disposed of. If it retains significant influence over this associate, then the amounts previously recognised in other comprehensive income in relation to the associate are reclassified to profit or loss proportionately in accordance with the aforementioned approach.

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

(14) Property, plant and equipment

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

  • B. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of discarded assets is derecognised when critical repairs are incurred, and other repair expenses are charged to profit or loss for the period when they incur.

  • C. Land is not depreciated. Other property, plant and equipment apply cost model and are depreciated using the straight-line method to allocate their cost over their estimated useful lives. If each part of an item of property, plant, and equipment with a cost that is significant in relation to the total cost of the item must be depreciated separately.

128

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

Buildings (included utility equipment) 3 ~ 55 years Machinery and equipment 5 years Transportation equipment 5 years Other equipment 3 ~ 6 years

  • E. The Group has recognised title of assets with significant risks and compensation not yet transferred and leases to lessees as operating leases. Rental income and expenses of operating leases are recognised over the leasing period on a straight line basis.

(15) Investment property

An investment property is stated initially at its cost and measured subsequently using the cost model. Except for land, investment property is depreciated on a straight-line basis over its estimated useful life of 3 ~ 56 years.

(16) Intangible assets

Separately acquired patents are stated at historical cost. Patents and other intangible assets (including customers relationship and non-compete clause) obtained from business combination are recognised at fair value at the acquisition date. Basic capitalisation of computer software use right is based on the acquisition cost and cost incurred to make ready the use of the specific software. The estimated useful life of intangible assets are amortised on a straight line basis:

Computer software In accordance with contracts or 5 years Patent and other intangible assets 5 ~ 10 years

(17) Impairment of non-financial assets

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

129

(18) Borrowings

Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in profit or loss over the period of the borrowings using the effective interest method.

(19) Accounts payable

Notes and accounts payable are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. They are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method. However, short-term accounts payable without bearing interest are subsequently measured at initial invoice amount as effect of discounting is immaterial.

(20) Derecognition of financial liabilities

A financial liability is derecognised when the obligation under the liability specified in the contract is discharged or cancelled or expires.

(21) Offsetting financial instruments

Financial assets and liabilities are offset and reported in the net amount in the balance sheet when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously.

(22) Provisions

Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events, and it is probable that an outflow of economic resources will be required to settle the obligation and the amount of the obligation can be reliably estimated. Provisions are measured at the present value of the expenditures expected to be required to settle the obligation on the balance sheet date. Provisions are not recognised for future operating losses.

(23) Employee benefits

  • A. Short-term employee benefits

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

  • B. Pensions

(a)Defined contribution plans

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

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(b)Defined benefit plans

     - i. Net obligation under a defined benefit plan is defined as the present value of an amount of pension benefits that employees will receive on retirement for their services with the Group in current period or prior periods. The liability recognised in the balance sheet in respect of defined benefit pension plans is the present value of the defined benefit obligation at the balance sheet date less the fair value of plan assets, together with adjustments for unrecognised past service costs. The defined benefit net obligation is calculated annually by independent actuaries using the projected unit credit method. The rate used to discount is determined by using interest rates of high-quality corporate bonds that are denominated in the currency in which the benefits will be paid, and that have terms to maturity approximating to the terms of the related pension liability; when there is no deep market in high-quality corporate bonds, the Group uses interest rates of government bonds (at the balance sheet date) instead.

     - ii. Actuarial gains and losses arising on defined benefit plans are recognised in other comprehensive income in the period in which they arise.
  • C. Employees’ and directors’ and supervisors’ remuneration

    • Employees’ and directors’ and supervisors’ remuneration are recognised as expenses and liabilities, provided that such recognition is required under legal obligation or constructive obligation and those amounts can be reliably estimated. Any difference between the resolved amounts and the subsequently actual distributed amounts is accounted for as changes in estimates. If employee compensation is distributed by shares, the Group calculates the numbers of shares based on the closing price at the previous day of the board meeting resolution.
  • (24) Employee share based payment

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

(25) Income tax

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

131

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

  • C. Deferred income tax is recognised, using the balance sheet liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated balance sheet. However, the deferred income tax is not accounted for if it arises from initial recognition of goodwill or of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is provided on temporary differences arising on investments in subsidiaries, except where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.

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

  • E. Current income tax assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously. Deferred income tax assets and liabilities are offset on the balance sheet when the entity has the legally enforceable right to offset current tax assets against current tax liabilities and they are levied by the same taxation authority on either the same entity or different entities that intend to settle on a net basis or realise the asset and settle the liability simultaneously.

  • F. A deferred tax asset shall be recognised for the carry forward of unused tax credits resulting from research and development expenditures to the extent that it is possible that future taxable profit will be available against which the unused tax credits can be utilised.

  • (26) Share capital

  • A. Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or stock options are shown in equity as a deduction, net of tax, from the proceeds.

  • B. Where the Company repurchases the Company’s equity share capital that has been issued, the consideration paid, including any directly attributable incremental costs (net of income taxes) is deducted from equity attributable to the Company’s equity holders. Where such shares are subsequently reissued, the difference between their book value and any consideration received, net of any directly attributable incremental transaction costs and the related income tax effects, is included in equity attributable to the Company’s equity holders.

132

(27) Dividends

Dividends are recorded in the Company’s financial statements in the period in which they are approved by the Company’s shareholders. Cash dividends are recorded as liabilities; stock dividends are recorded as stock dividends to be distributed and are reclassified to ordinary shares on the effective date of new shares issuance.

(28) Revenue recognition

  • A. The Group designs, manufactures and sells computer and its peripherals, communication and related products. Revenue is measured at the fair value of the consideration received or receivable taking into account of value-added tax, returns, rebates and discounts for the sale of goods to external customers in the ordinary course of the Group’s activities. Revenue arising from the sales of goods should be recognised when the Group has delivered the goods to the customer, the amount of sales revenue can be measured reliably and it is probable that the future economic benefits associated with the transaction will flow to the entity. The delivery of goods is completed when the significant risks and rewards of ownership have been transferred to the customer, the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold, and the customer has accepted the goods based on the sales contract or there is objective evidence showing that all acceptance provisions have been satisfied.

  • B. The Group offers customers volume discounts and right of return for defective products. The Group estimates appropriate discounts and returns based on regular way purchases or sales. Provisions for such liabilities are recorded when the sales are recognised.

(29) Business combinations and organisation restructuring

  • A. The Group uses the acquisition method to account for business combinations. The consideration transferred for an acquisition is measured as the fair value of the assets transferred, liabilities incurred or assumed and equity instruments issued at the acquisition date, plus the fair value of any assets and liabilities resulting from a contingent consideration arrangement. All acquisition-related costs are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. There is a choice on an acquisition-by-acquisition basis to measure the non-controlling interest in the acquiree either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s identifiable net assets.

  • B. If the total of the fair values of the consideration of acquisition and any non-controlling interest in the acquiree as well as the previous equity interest in the acquiree is higher than the fair value of the Group’s identifiable assets acquired and obligations borne, goodwill is recognised at the acquisition-date. If the fair value of the Group’s identifiable assets acquired and obligations borne is higher than the total of the fair values of the consideration of acquisition, non-controlling interest in the acquiree, as well as previous equity interest in the acquire, the difference is recognised in profit or loss for the period at the acquisition date.

133

  • C. The newly established investment holding company through share swap is jointly controlled under business combination. Under regulations of competent authority, the investment holding company is recorded at the carrying value and is included in the consolidated financial statements at the date of establishment.

(30) Operating segments

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

5. CRITICALACCOUNTING JUDGEMENTS, ESTIMATES AND KEY SOURCES OF ASSUMPTION UNCERTAINTY

A.The preparation of these consolidated financial statements requires management to make critical judgements in applying the Group’s accounting policies and make critical assumptions and estimates concerning future events. Assumptions and estimates may differ from the actual results and are continually evaluated and adjusted based on historical experience and other factors. Such assumptions and estimates have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year; and the related information is addressed below:

  • (1) Critical judgements in applying the Group’s accounting policies

  • A. Financial assets - impairment of equity investments

    • The Group follows the guidance of IAS 39 to determine whether a financial asset—equity investment is impaired. This determination requires significant judgement. In making this judgement, the Group evaluates, among other factors, the duration and extent to which the fair value of an equity investment is less than its cost and the financial health of and short-term business outlook for the investee, including factors such as industry and sector performance, changes in technology and operational and financing cash flow.
  • B. Financial assets—fair value measurement of unlisted stocks without active market

    • The Group’s unlisted stocks that are not traded in an active market, the fair value of the ones listed under ‘financial assets measured at cost’ cannot be measured reliably since no sufficient industry information of companies similar to those unlisted stocks’ financial information can be obtained.

(2) Critical accounting estimates and assumptions

  • A. Impairment assessment of tangible and intangible assets (excluding goodwill) The Group assesses impairment based on its subjective judgement and determines the separate cash flows of a specific group of assets, useful lives of assets and the future possible income and expenses arising from the assets depending on how assets are utilised and industrial characteristics. Any changes of economic circumstances or estimates due to the change of Group strategy might cause material impairment on assets in the future.

134

  • B. Realisability of deferred income tax assets

Deferred income tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the deductible temporary differences can be utilised. Assessment of the realisability of deferred income tax assets involves critical accounting judgements and estimates, including the assumptions of expected future sales revenue growth rate and profit rate, tax exempt duration, available tax credits, tax planning, etc. Any variations in global economic environment, industrial environment, and laws and regulations might cause material adjustments to deferred income tax assets.

  • C. Evaluation of inventories

As inventories are stated at the lower of cost and net realizable value, the Group must determine the net realizable value of inventories on balance sheet date using judgements and estimates. Due to the rapid technology innovation, the Group evaluates the amounts of normal inventory comsumption, obsolete inventories or inventories without market selling value on balance sheet date, and writes down the cost of inventories to the net realizable value. Therefore, there might be material changes to the evaluation.

6. DETAILS OF SIGNIFICANT ACCOUNTS

(1) Cash and cash equivalents

be material changes to the evaluation.
TAILS OF SIGNIFICANT ACCOUNTS
Cash and cash equivalents
Cash:
Cash on hand and petty cash (revolving
funds)
Checking accounts and demand deposits
Cash equivalents:
Time deposits
Structured deposits
Repurchase bonds
Total
December 31, 2015
$ 1,128
2,878,492
4,580,204
-
1,326,963
$ 8,786,787
December 31, 2014

$ 1,242
2,965,162
3,952,096
178,220
1,397,605
$ 8,494,325
  • A. The Group transacts with a variety of financial institutions all with high credit quality to disperse credit risk, so it expects that the probability of counterparty default is remote.

  • B. The Group’s cash and cash equivalents pledged to others as collateral are described in Note 8.

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

Items
Current items:
Financial assets held for trading
Non-hedging derivatives
December 31, 2015
$ 5,711
December 31, 2014

$ 29,460

135

  • A. The Group recognised net loss of $23,748 and net gain of $15,296 on financial assets designated as at fair value through profit or loss for the years ended December 31, 2015 and 2014, respectively.

  • B. The non-hedging derivative instrument transactions and contract information are as follows:

December 31, 2015

Financial Instrument Item Notional Amount
(in thousands)
Fair Market Value
(in thousands)
MiTAC International Corp.
Forward foreign exchange - Sell


Forward foreign exchange - Buy
MiTAC Digital Corp.
Forward foreign exchange - Sell
MiTAC Computing Technology Corp.
Forward foreign exchange - Sell
Silver Star Developments Ltd.
Forward foreign exchange - Sell
MiTAC Australia Pty Ltd.
Forward foreign exchange - Sell
Advance booking USD to buy NTD
Advance booking EUR to buy USD
Advance booking AUD to buy USD
Advance booking JPY to sell USD
Advance booking CAD to buy USD
Advance booking USD to buy NTD
Advance booking CNY to buy USD
Advance booking NZD to buy USD
USD
4,000
EUR
4,447
AUD
6,514
JPY
65,000
CAD
2,350
USD
5,000
USD 15,000
NZD
235
NTD
192
NTD
1,109
NTD
647
NTD
70
USD
85
NTD
254
USD
19
USD
-

December 31, 2014

Financial Instrument Item Notional Amount
(in thousands)
Fair Market Value
(in thousands)
MiTAC International Corp.
Forward foreign exchange – Sell



MiTAC Digital Corp.
Forward foreign exchange – Sell
MiTAC Europe Ltd.
Forward foreign exchange – Buy
MiTAC Computer Technology Corp.
Forward foreign exchange – Buy
Forward foreign exchange – Sell
Silver Star Developments Ltd.
Forward foreign exchange – Sell
Advance booking USD to buy CNY
Advance booking EUR to buy USD
Advance booking AUD to buy USD
Advance booking GBP to buy USD
Advance booking CAD to buy USD
Advance booking USD to sell EUR
Advance booking USD to sell NTD
Advance booking JPY to buy USD
Advance booking EUR to buy USD
USD
1,000
EUR
6,763
AUD
8,985
GBP
250
CAD
400
USD
6,000
USD
2,000
JPY
80,000
EUR
1,200
NTD
121
NTD
8,638
NTD 12,424
NTD
16
USD
11
USD
150
NTD
2,427
NTD
472
USD
8

C. The Group has no financial assets at fair value through profit or loss pledged to others.

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(3) Available-for-sale financial assets

Available-for-sale financial assets
Items
Current items:
Listed stocks
Beneficiary certificates
Subtotal
Adjustments of available-for-sale financial
assets
(
Total
Non-current items:
Listed stocks
Unlisted stocks
Subtotal
Adjustments of available-for-sale financial
assets
Total
December 31, 2015
$ 566,624
142,539
709,163

113,337)
(
$ 595,826
$ 415,500
174,481
589,981
130,808
$ 720,789
December 31, 2014
$ 577,053
101,880
678,933

72,537)
$ 606,396
$ 412,941
200,397
613,338
274,028
$ 887,366
  • A. The Group recognized ($207,595) and ($77,594) in other comprehensive income (loss) for fair value change and reclassified ($22,655) and $17,092 from equity to profit or loss for the years ended December 31, 2015 and 2014, respectively.

  • B. The Group’s certain available-for-sale financial assets continuously generate loss, as a result, the fair value declined significantly below its initial investment cost. The Group, therefore recognized impairment loss of $25,902 and $104,593 on the financial assets for the years ended December 31, 2015 and 2014, respectively.

(4) Financial assets carried at cost

Items
Non-current items:
Unlisted stocks
Accumulated impairment-Financial assets
carried at cost
(
Total
December 31, 2015
$ 1,257,818

114,769)
(
$ 1,143,049
December 31, 2014
$ 1,229,831

112,189)
$ 1,117,642
  • A. According to the Group’s intention, its investment in unlisted stocks should be classified as available-for-sale financial assets. However, as the stocks are not traded in active market, and no sufficient industry information of companies similar to the unlisted stocks and related financial information on the investee can be obtained, the fair value of the investment cannot be measured reliably. The Group classified those stocks as “financial assets carried at cost”.

  • B. As of December 31, 2015 and 2014, no financial assets carried at cost held by the Group were pledged to others.

137

(5) Accounts receivable

Accounts receivable
December 31, 2015 December 31, 2014
Third parties $ 5,812,800 $ 7,962,940
Less: Allowance for sales returns and discounts ( 248,372) ( 358,389)
Allowance for bad debts ( 75,073) ( 77,898)
5,489,355 7,526,653
Related parties 253,354 231,167
$ 5,742,709 $ 7,757,820
A. The ageing analysis of accounts receivable that were past due but not impaired is as follows:
December 31, 2015 December 31, 2014
1 to 90 days $ 353,478 $ 292,024
91 to 180 days 13,527 12,615
Over 180 days 19,876 162
$ 386,881 $ 304,801
B. Movements on the Group’s provision for impairment of accounts receivable are as follows:
For the year ended For the year ended
December 31, 2015 December 31, 2014
At January 1 $ 77,898 $ 139,584
Amount recognized (reversed) during the 6,419 ( 26,594)
period
Write-offs and effect from exchange rate
during the period ( 9,244) ( 35,092)
At December 31 $ 75,073 $ 77,898
C. The credit quality of accounts receivable that were neither past due nor impaired was in the
following categories based on the Group’s Credit Quality Control Policy:
December 31, 2015 December 31, 2014
Group 1 $ 3,857,448 $ 6,050,064
Group 2 1,821,825 1,839,242
$ 5,679,273 $ 7,889,306

Group 1 - Medium-low credit risk accounts receivable: enterprises with ideal operations, high financial transparency, and approved by the headquarters’ credit control manager. Group 2 - Ordinary credit risk accounts receivable: customers other than medium-low credit risk accounts receivable.

(6) Inventories

)Inventories
December 31, 2015 December 31, 2014
Raw materials $ 3,822,786 $ 4,138,219
Work in process 436,850 868,856
Finished goods 2,012,373 2,182,674
$ 6,272,009 $ 7,189,749

138

Expense and loss incurred on inventories:

Expense and loss incurred on inventories:
For the year ended For the year ended
December 31, 2015 December 31, 2014
Cost of goods sold $ 44,288,252 $ 36,224,644
Loss on market value decline 182,649 131,792
$ 44,470,901 $ 36,356,436
(7)Other financial assets
December 31, 2015 December 31, 2014
Current:
Time deposits – over three months $ - $ 1,152,423
Pledged deposits 10,699 29,189
$ 10,699 $ 1,181,612
  • A. The Group recognize with a variety of financial institutions all with high credit quality to disperse credit risk, so it expects that the probability of counterparty default is remote.

  • B. Information about other financial assets that were pledged to others as collateral are described in Note 8.

(8) Investments accounted for under the equity method

  • A.
Investee company
Getac Technology Corp.
3 Probe Technology Co., Ltd.
Lian Jie Investment Co., Ltd.
Lian Jie II Investment Co., Ltd.
Shen-Tong Construction & Development
Co., Ltd.
Loyalty Founder Enterprise Co., Ltd.
Green Share Corp.
Harbinger II (BVI) Venture
Capital Corp.
Mainpower International Ltd.
Synnex Corp.
Suzhou MiTAC Preclusion Technology
Co., Ltd.
Harbinger Ruyi Venture Ltd.
Harbinger Ruyi II Venture Ltd.
December 31, 2015
$ 4,512,388
10,077
122,040
32,474
83,018
381,096
8,774
27,148
199,908
8,287,761
290,817
36,010
32,830
$ 14,024,341
December 31, 2014

$ 4,377,108
8,701
149,591
-
83,190
367,519
7,527
148,928
200,978
7,373,085
291,226
35,283
-
$ 13,043,136

139

  • B. The Group’s recognized share of profit from associates accounted for under the equity method for the years ended December 31, 2015 and 2014 were $1,380,981 and $1,213,705, respectively.

  • C. The basic information of the associates that are material to the Group is as follows:

Company
name
Principal place
of business
Shareholdingratio Shareholdingratio Nature of relationship Methods of
measurement
Getac
Technology
Corp.
Synnex
Taiwan
USA
December 31,2015 December 31,2014 Owned over 20% ownership
Significant influence
Equity method
Equity method
32.90%
13.99%
32.71%
14.07%

Corp.

  • D. The summarized financial information of the associates that are material to the Group is as below:

Balance sheet

below:
Balance sheet
Getac Technology Corp.
December 31, 2015 December 31, 2014
Current assets $ 14,429,503 $ 15,362,162
Non-current assets 8,752,458 9,176,539
Current liabilities ( 7,359,061) ( 8,930,858)
Non-current liabilities ( 805,505) ( 1,291,455)
Total net assets $ 15,017,395 $ 14,316,388
Share in associate’s net assets $ 4,512,388 $ 4,377,108
Synnex Corp.
December 31, 2015 December 31, 2014
Current assets $ 118,474,321 $ 122,348,740
Non-current assets 27,508,635 26,887,143
Current liabilities ( 62,963,504) ( 86,142,723)
Non-current liabilities ( 23,834,003) ( 10,676,430)
Total net assets $ 59,185,449 $ 52,416,730
Share in associate’s net assets $ 8,287,761 $ 7,373,085
Statement of comprehensive income
Getac Technology Corp.
For the year ended For the year ended
December 31, 2015 December 31, 2014
Revenue $ 18,334,953 $ 16,291,585
Profit for the period from continuing
operations $ 1,428,070 $ 851,952
Other comprehensive income, net of tax ( 147,464) 495,519
Total comprehensive income $ 1,280,606 $ 1,347,471
Dividends received from associates $ 247,516 $ 190,397

140

Synnex Corp.

For the year ended For the year ended
December 31, 2015 December 31, 2014
Revenue $ 423,325,774 $ 419,416,387
Profit for the period from continuing
operations $ 6,539,520 $ 5,252,308
Other comprehensive loss, net of tax ( 1,542,722) ( 781,762)
Total comprehensive income $ 4,996,798 $ 4,470,546
Dividends received from associates $ 101,314 $ 21,031
E. The carrying amount of the Group’s interests in all individually immaterial associates and th
Group’s share of the operating results are summarized below:
As of December 31, 2015 and 2014, the carrying amount of the Group’s individually immateria
associates amounted to $1,224,192 and $1,292,943, respectively.
For the year ended For the year ended
December 31, 2015 December 31, 2014
Profit or loss for the period from continuing
operations $ 114,779 $ 361,396
Other comprehensive loss-net of tax ( 132,736) ( 8,539)
Total comprehensive (loss) income ($ 17,957) $ 352,857
F. The fair value of the Group’s material associates with quoted market prices is as follows:
December 31, 2015 December 31, 2014
Getac Technology Corp. $ 3,817,459 $ 3,160,589
Synnex Corp. 16,388,542 13,733,754
$ 20,206,001 $ 16,894,343
  • E. The carrying amount of the Group’s interests in all individually immaterial associates and the Group’s share of the operating results are summarized below:

As of December 31, 2015 and 2014, the carrying amount of the Group’s individually immaterial associates amounted to $1,224,192 and $1,292,943, respectively.

  • G. The Group holds 13.99% ownership in Synnex Corp. but has significant influence over Synnex Corp. as the Group is the largest shareholder of Synnex Corp. and the Company’s chairman Feng Chiang Miau serves as this company’s honorary chairman. In addition, the Group holds 14.76% ownership in Mainpower International Ltd. and the Group serves as this company’s corporate supervisor.

  • H. Synnex Corp.’s fiscal year ends on November 30, thus the Group uses the financial information on November 30 as the basis for the preparation of annual consolidated financial statements; other associates’ fiscal year all end on December 31.

141

(9) Property, plant and equipment

Construction
Computer and in progress
communication Transportation Office Leasehold Molding Other and equipment
Land Buildings Machinery equipment equipment equipment improvements equipment equipment for inspection Total
At January 1, 2015
Cost $ 1,122,325 $ 5,261,351 $ 2,409,367 $ 256,675 $ 68,521 $ 791,913 $ 53,855 $ 168,838 $ 715,442 $ 24,305 $10,872,592
Accumulated depreciation
and impairment - ( 1,918,523) ( 2,205,775 ) ( 184,524 ) ( 39,309) ( 650,290) ( 46,110 ) ( 68,890) ( 547,857) - ( 5,661,278 )
$ 1,122,325 $ 3,342,828 $ 203,592 $ 72,151 $ 29,212 $ 141,623 $ 7,745 $ 99,948 $ 167,585 $ 24,305 $ 5,211,314
2015
At January 1 $ 1,122,325 $ 3,342,828 $ 203,592 $ 72,151 $ 29,212 $ 141,623 $ 7,745 $ 99,948 $ 167,585 $ 24,305 $ 5,211,314
Additions - 14,965 109,663 25,412 8,009 41,491 6,270 66,389 103,103 429,648 804,950
Disposals - ( 129 ) ( 1,820 ) ( 146 ) ( 812 ) ( 862) - - 291 - ( 3,478 )
Reclassifications - 5,301 ( 5,092 ) 1,268 - - - - - ( 1,477 ) -
Depreciation - ( 173,088 ) ( 57,186 ) ( 37,834 ) ( 10,381 ) ( 48,647) ( 5,482 ) ( 124,668 ) ( 62,138 ) - ( 519,424 )
Effects of exchange rate
changes 6,362 ( 25,017) ( 2,945 ) ( 795) 1,543 ( 2,176) ( 132 ) - ( 1,868) ( 426) ( 25,454 )
At December 31 $ 1,128,687 $ 3,164,860 $ 246,212 $ 60,056 $ 27,571 $ 131,429 $ 8,401 $ 41,669 $ 206,973 $ 452,050 $ 5,467,908
At December 31, 2015
Cost $ 1,128,687 $ 5,217,291 $ 2,377,298 $ 254,967 $ 64,008 $ 774,885 $ 23,968 $ 80,285 $ 722,369 $ 452,050 $ 11,095,808
Accumulated depreciation
and impairment - ( 2,052,431) ( 2,131,086 ) ( 194,911) ( 36,437) ( 643,456) ( 15,567 ) ( 38,616) ( 515,396) - ( 5,627,900 )
$ 1,128,687 $ 3,164,860 $ 246,212 $ 60,056 $ 27,571 $ 131,429 $ 8,401 $ 41,669 $ 206,973 $ 452,050 $ 5,467,908

Information about the property, plant and equipment that were pledged to others as collateral are described in Note 8.

142

Construction
Computer and in progress
communication Transportation Office Leasehold Molding Other and equipment
Land Buildings Machinery equipment equipment equipment improvements equipment equipment for inspection Total
At January 1, 2014
Cost $ 1,111,705 $ 5,201,433 $ 2,937,854 $ 382,419 $ 69,648 $ 757,627 $ 90,292 $ 173,412 $ 700,514 $ 27,818 $ 11,452,722
Accumulated depreciation
and impairment - ( 1,755,825) ( 2,841,444 ) ( 301,691 ) ( 45,840) ( 629,421) ( 61,186 ) ( 51,734) ( 570,995) - ( 6,258,136 )
$ 1,111,705 $ 3,445,608 $ 96,410 $ 80,728 $ 23,808 $ 128,206 $ 29,106 $ 121,678 $ 129,519 $ 27,818 $ 5,194,586
2014
At January 1 $ 1,111,705 $ 3,445,608 $ 96,410 $ 80,728 $ 23,808 $ 128,206 $ 29,106 $ 121,678 $ 129,519 $ 27,818 $ 5,194,586
Additions - 15,335 185,718 30,036 15,122 53,143 609 47,420 90,343 14,754 452,480
Disposals - ( 1,619 ) ( 13,358 ) ( 4,111 ) ( 1,249 ) ( 3,220) ( 12,518 ) - ( 854 ) - ( 36,929 )
Reclassifications - ( 43,218 ) - 10,231 600 - 663 - 1,179 ( 18,949 ) ( 49,494 )
Depreciation - ( 168,930 ) ( 72,321 ) ( 44,956 ) ( 9,540 ) ( 40,967) ( 11,660 ) ( 69,150 ) ( 55,670 ) - ( 473,194 )
Effects of exchange rate
changes 10,620 95,652 7,143 223 471 4,461 1,545 - 3,068 682 123,865
At December 31 $ 1,122,325 $ 3,342,828 $ 203,592 $ 72,151 $ 29,212 $ 141,623 $ 7,745 $ 99,948 $ 167,585 $ 24,305 $ 5,211,314
At December 31, 2014
Cost $ 1,122,325 $ 5,261,351 $ 2,409,367 $ 256,675 $ 68,521 $ 791,913 $ 53,855 $ 168,838 $ 715,442 $ 24,305 $ 10,872,592
Accumulated depreciation
and impairment - ( 1,918,523 ) ( 2,205,775 ) ( 184,524) ( 39,309) ( 650,290) ( 46,110 ) ( 68,890) ( 547,857) - ( 5,661,278 )
$ 1,122,325 $ 3,342,828 $ 203,592 $ 72,151 $ 29,212 $ 141,623 $ 7,745 $ 99,948 $ 167,585 $ 24,305 $ 5,211,314

Information about the property, plant and equipment that were pledged to others as collateral are described in Note 8.

143

(10) Investment property

At January 1, 2015
Cost
Accumulated depreciation and
impairment
2015
At January 1
Depreciation
Effects of exchange rate changes
At December 31
At December 31, 2015
Cost
Accumulated depreciation and
impairment
At January 1, 2014
Cost
Accumulated depreciation and
impairment
2014
At January 1
Reclassifications
Depreciation
Effects of exchange rate changes
At December 31
At December 31, 2014
Cost
Accumulated depreciation and
impairment
Land
$ 808,608
-
(
$ 808,608
$ 808,608
-
(
-
(
$ 808,608
$ 808,608
-
(
$ 808,608
Land
$ 808,608
-
(
$ 808,608
$ 808,608
-
-
(
-
$ 808,608
$ 808,608
-
(
$ 808,608
Buildings
$ 575,157
303,458)
(
$ 271,699
$ 271,699
15,318 ) (
3,181)
(
$ 253,200
$ 496,700
243,500)
(
$ 253,200
Buildings
$ 491,625
255,184)
(
$ 236,441
$ 236,441
43,218
13,790 ) (
5,830
$ 271,699
$ 575,157
303,458)
(
$ 271,699
Total
$ 1,383,765
303,458)
$ 1,080,307
$ 1,080,307
15,318 )
3,181)
$ 1,061,808
$ 1,305,308
243,500)
$ 1,061,808
Total
$ 1,300,233
255,184)
$ 1,045,049
$ 1,045,049
43,218
13,790 )
5,830
$ 1,080,307
$ 1,383,765
303,458)
$ 1,080,307

144

  • A. Rental income from the lease of the investment property and direct operating expenses arising from the investment property are shown below:
Rental income from the lease of the
investment property
Direct operating expenses arising from
the investment property that
generated rental income in the period
Direct operating expenses arising from
the investment property that did not
generate rental income in the period
For the year ended
December 31, 2015
$ 33,368
$ 15,575
$ 7,855
For the year ended
December 31, 2014

$ 21,568
$ 12,263
$ 13,379
  • B. The fair value of the investment property held by the Group on December 31, 2015 and 2014 were $3,093,761 and $3,103,360, respectively, which were revalued by independent appraisers and with reference to market transaction prices.

(11) Intangible assets

Patent rights
Software
At January 1, 2015
Cost
$ 908,657
$ 665,759
Accumulated
amortization and
impairment
(
778,849)
(
478,873)
(
$ 129,808
$ 186,886

2015
At January 1
$ 129,808
$ 186,886
Additions
-
52,026
Amortization
(
129,808 ) (
119,892 )
Effects of exchange
rate changes
-
(
15)
At December 31
$ -
$ 119,005
At December 31, 2015
Cost
$ 908,657
$ 717,785
Accumulated
amortization and
impairment
(
908,657)
(
598,780)
(
$ -
$ 119,005
Others
Total
$ 298,210
$ 1,872,626

298,210)
(
1,555,932)
$ -
$ 316,694
$ -
$ 316,694
-
52,026
-
(
249,700 )
-
(
15)
$ -
$ 119,005
$ 298,210
$ 1,924,652

298,210)
(
1,805,647)
$ -
$ 119,005

145

Patent rights
At January 1, 2014
Cost
$ 908,657
Accumulated
amortization and
impairment
(
649,041
$ 259,616
2014
At January 1
$ 259,616
Additions
-
Amortization
(
129, 808
Impairment loss
-
Effects of exchange
rate changes
-
At December 31
$ 129,808
At December 31, 2014
Cost
$ 908,657
Accumulated
amortization and
impairment
(
778,849
$ 129,808
1. Details of amortization on intangible
Operating costs
Selling expenses
Administrative expenses
Research and development
expenses
Patent rights Software
Others
Total
$ 489,002
$ 298,066
$ 1,695,725
)
(
291,849)
(
160,943)
(
1,101,833)
$ 197,153
$ 137,123
$ 593,892
$ 197,153
$ 137,123
$ 593,892
119,095
144
119,239
) (
131,888 ) (
27,964 ) (
289,660 )
-
(
111,605 ) (
111,605 )
2,526
2,302
4,828
$ 186,886
$ -
$ 316,694
$ 665,759
$ 298,210
$ 1,872,626
)
(
478,873)
(
298,210 )
(
1,555,932)
$ 186,886
$ -
$ 316,694
assets are as follows:
For the year ended
December 31, 2015
For the year ended
December 31, 2014
$ 30
$ 67
19,921
51,952
192,403
210,250
37,346
27,391
$ 249,700
$ 289,660

$ 908,657

649,041

$ 259,616
  1. During the assessment of intangible assets in 2014, the recoverable amount of customer relationship is assessed as below the carrying amount. Therefore, the Group has recognized impairment loss of $111,605 for the year ended December 31, 2014.

  2. (12) Short-term borrowings

Short-term borrowings
Unsecured bank borrowings
Interest rates
December 31, 2015
$ 714,516
0.77%~0.87%
December 31, 2014

$ 3,590,577
0.79%~1.70%

146

(13) Financial liabilities at fair value through profit or loss

Items
Current items:
Financial liabilities held for
trading
Non-hedging derivatives
instruments
December 31, 2015
$ 15,914
December 31, 2014

$ 3,371
  • A. The Group recognized net loss of $12,543 and net gain of $3,066 for the years ended December 31, 2015 and 2014, respectively.

  • B. The non-hedging derivative instrument transactions and contract information are as follows:

Financial Instrument December 31, 2015 December 31, 2015
Item Notional Amount
(in thousands)
Fair Market Value
(in thousands)
MiTAC International Corp.
Forward foreign exchange - Sell


MiTAC Computing Technology
Corp.
Forward foreign exchange - Sell
Silver Star Developments Ltd.
Forward foreign exchange - Sell
MiTAC Australia Pty Ltd.
Forward foreign exchange - Sell
Advance booking USD to buy NTD
Advance booking EUR to buy USD
Advance booking AUD to buy USD
Advance booking USD to buy NTD
Advance booking EUR to buy USD
Advance booking NZD to buy USD
USD
9,000
EUR
4,800
AUD
8,413
USD
30,000
EUR
6,500
NZD
1,375
( NTD
452)
( NTD
2,845)
( NTD
2,562)
( NTD
4,012)
( USD
154)
( USD
30)
Financial Instrument December 31, 2014 December 31, 2014
Item Notional Amount
(in thousands)
Fair Market Value
(in thousands)
MiTAC International Corp.
Forward foreign exchange - Sell


Silver Star Developments Ltd.
Forward foreign exchange - Sell
Advance booking USD to buy NTD
Advance booking USD to buy CNY
Advance booking AUD to buy USD
Advance booking CNY to buy USD
USD
1,000
USD
9,000
AUD
1,250
CNY
10,000
( NTD
194)
( NTD
2,519)
( NTD
183)
( USD
15)

(14) Pensions

A.(a)The Company and its domestic subsidiaries have a defined benefit pension plan in accordance with the Labor Standards Law, covering all regular employees’ service years prior to the enforcement of the Labor Pension Act on July 1, 2005 and service years thereafter of employees who chose to continue to be subject to the pension mechanism under the Law. Under the defined benefit pension plan, two units are accrued for each year of service for the first 15 years and one unit for each additional year thereafter, subject to a maximum of 45 units. Pension benefits are based on the number of units accrued and the average monthly salaries and wages of the last 6 months prior to retirement. The Company contributes monthly an amount equal to 2% of the employees’ monthly salaries and wages to the retirement fund deposited with Bank of Taiwan, the trustee, under the name of the independent retirement fund committee. Also, the Company would assess the balance in the aforementioned labor pension reserve account

147

by the end of December 31, every year. If the account balance is not enough to pay the pension calculated by the aforementioned method, to the labors expected to be qualified for retirement next year, the Company will make contribution for the deficit by next March.

  • (b)The amounts recognized in the balance sheet are determined as follows:
December 31, 2015 December 31, 2014
Present value of defined benefit ($ 501,074) ($ 471,221)
obligations
Fair value of plan assets 229,490 233,198
Net defined benefit liability ($ 271,584) ($ 238,023)
  • (c)Movements in net defined benefit liabilities are as follows:
Year ended December 31, 2015
Balance at January 1
Current service cost
Interest (expense) income
Remeasurements:
Return on plan assets
(excluding amounts included in
interest income or expense)
Change in demographic
assumptions
Change in financial
assumptions
Experience adjustments
Pension fund contribution
Paid pension
Balance at December 31
(
Present value of
defined benefit
obligations
($ 471,221)
(
4,460)
(
8,835)
(
484,516)
-
(
10,686)
(
18,024)
(
6,483)
(
35,193)
-
18,635
$ 501,074)
Fair value of
plan assets
$ 233,198
-
4,459
237,657
1,844
-
-
-
1,844
8,624
(
18,635)
$ 229,490
(
Net defined
benefit liability
($ 238,023)
(
4,460)
(
4,376)
(
246,859)
1,844
(
10,686)
(
18,024)
(
6,483)
(
33,349)
8,624
-
$ 271,584)

148

Year ended December 31, 2014
Balance at January 1
Current service cost
Interest (expense) income
Remeasurements:
Return on plan assets
(excluding amounts included in
interest income or expense)
Change in demographic
assumptions
Experience adjustments
Pension fund contribution
Paid pension
Effect of business combination
Balance at December 31
(
Present value of
defined benefit
obligations
($ 582,276)
(
4,871)
(
8,262)
(
595,409)
-
(
22,168)
(
21,360)
(
43,528)
-
21,786
145,930
$ 471,221)
Fair value of
plan assets
$ 316,851
-
4,558
321,409
1,127
-
-
1,127
8,962
(
21,786)
(
76,514)
$ 233,198
(
Net defined
benefit liability
($ 265,425)
(
4,871)
(
3,704)
(
274,000)
1,127
(
22,168)
(
21,360)
(
42,401)
8,962
-
69,416
$ 238,023)
  • (d) The Bank of Taiwan was commissioned to manage the Fund of the Company’s and domestic subsidiaries’ defined benefit pension plan in accordance with the Fund’s annual investment and utilisation plan and the “Regulations for Revenues, Expenditures, Safeguard and Utilisation of the Labor Retirement Fund” (Article 6: The scope of utilisation for the Fund includes deposit in domestic or foreign financial institutions, investment in domestic or foreign listed, over-the-counter, or private placement equity securities, investment in domestic or foreign real estate securitization products, etc.). With regard to the utilisation of the Fund, its minimum earnings in the annual distributions on the final financial statements shall be no less than the earnings attainable from the amounts accrued from two-year time deposits with the interest rates offered by local banks. If the earnings is less than aforementioned rates, government shall make payment for the deficit after being authorized by the Regulator. The Company has no right to participate in managing and operating that fund and hence the Company is unable to disclose the classification of plan asset fair value in accordance with IAS 19 paragraph 142. The composition of fair value of plan assets as of December 31, 2015 and 2014 is given in the Annual Labor Retirement Fund Utilisation Report announced by the government.

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

  • A. MiTAC International Corp.

vernment.
e principal actuarial assumptions used were as follows:
MiTAC International Corp.
For the year ended
December 31, 2015
Discount rate
1.500%
Future salary increase
2.00%
MiTAC Computing Technology Corp.
For the year ended
December 31, 2015
Discount rate
1.625%
Future salary increase
2.00%
For the year ended
December 31, 2014

1.875%
2.00%
For the year ended
December 31, 2014

1.875%
2.00%
  • B. MiTAC Computing Technology Corp.

149

Assumptions regarding future mortality experience are set based on actuarial advice in accordance with published statistics and experience in each territory. Because the main actuarial assumption changed, the present value of defined benefit obligation is affected. The analysis was as follows:

A. MiTAC International Corp.

affected. The analysis was as follows:
MiTAC International Corp.
Discount rate
Increase 0.25%
Decrease 0.25%
December 31, 2015
Effect on present value of
defined benefit
obligation
$ 8,621
($ 8,963)
(
December 31, 2014
Effect on present value of
defined benefit
obligation
$ 8,417
($ 8,758)
(
MiTAC Computing Technology Corp.
Discount rate
Increase 0.25%
Decrease 0.25%
December 31, 2015
Effect on present value of
defined benefit
obligation
$ 5,467
($ 5,710)
(
December 31, 2014
Effect on present value of
defined benefit
obligation
$ 5,143
($ 5,378)
(
Future salary increases

Increase 0.25%
Decrease 0.25%
$ 8,763)
$ 8,472
$ 8,590)
$ 8,297
Future salary increases

Decrease 0.25%

Increase 0.25%
$ 5,595)
$ 5,279)

Decrease 0.25%
$ 5,384
$ 5,074

B. MiTAC Computing Technology Corp.

The sensitivity analysis above is based on other conditions that are unchanged but only one assumption is changed. In practice, more than one assumption may change all at once. The method of analysing sensitivity and the method of calculating net pension liability in the balance sheet are the same.

  • (f) Expected contributions to the defined benefit pension plans of the Group within one year from December 31, 2015 amounts to $8,616.

  • (g) As of December 31, 2015, the weighted average duration of that retirement plan is 10.7~12.9 years.

  • B.(a) Effective July 1, 2005, the Company and its domestic subsidiaries have established a defined contribution pension plan (the “New Plan”) under the Labor Pension Act (the “Act”), covering all regular employees with R.O.C. nationality. Under the New Plan, the Company and its domestic subsidiaries contribute monthly an amount based on 6% of the employees’ monthly salaries and wages to the employees’ individual pension accounts at the Bureau of Labor Insurance. The benefits accrued are paid monthly or in lump sum upon termination of employment.

  • (b)The Company’s Mainland China subsidiaries have a defined contribution plan. Monthly contributions to an independent fund administered by the government in accordance with the pension regulations in the People’s Republic of China (PRC) are based on certain percentages of employees’ monthly salaries and wages. Other than the monthly

150

contributions, the Group has no further obligations.

  • (c) The pension costs under the defined contribution pension plans of the Group for the years ended December 31, 2015 and 2014 were $80,537 and $78,734, respectively.

(15) Share-based payment

  • A. As of December 31, 2015 and 2014, the Company’s share-based payment arrangements were as follows:
were as follows:
Type of
arrangement
Grant date
2008.10.13 and
2008.10.27
2009.04.29 and
2009.07.03
2009.10.05,
2010.04.19 and
2010.05.06
2012.10.11
2014.8.15
2014.8.15
2015.7.13
Quantity
granted
(shares in
thousands)
31,785
(Note)
16,894
(Note)
26,903
(Note)
19,375
(Note)
1,864.5
2,090.5
3,549
Contract
period
Vesting conditions
6 years
50% can be exercised after 2 years of grant
75% can be exercised after 3 years of grant
100% can be exercised after 4 years of
grant
6 years
25% can be exercised after 2 years of grant
50% can be exercised after 3 years of grant
100% can be exercised after 4 years of
grant
6 years
30% can be exercised after 2 years of grant
60% can be exercised after 3 years of grant
100% can be exercised after 4 years of
grant
6 years
50% can be exercised after 2 years of grant
75% can be exercised after 3 years of grant
100% can be exercised after 4 years of
grant
-
Vested immediately
-
Vested immediately
-
Vested immediately
Eighth stock option
incentive plan
Ninth stock option
incentive plan
Tenth stock option
incentive
plan
Eleventh stock option
incentive plan
Thirteenth treasury
stock transfer to
employees
Fourteenth treasury
stock transfer to
employees
Sixteenth treasury
stock transfer to
employees
  • Note: In accordance with the share conversion arrangement, the obligation of fulfilling the stock options issued by MiTAC International Corp. through the approval of authority is to be borne by the Company on the conversion date and to make adjustments to the conversion price and issuance amount in accordance with the conversion ratio.

151

B. A summary of the movements of the Company’s stock option plans is set forth below:

For the year ended to December 31, 2015 For the year ended to December 31, 2015 For the year ended to December 31, 2014
No. of options Weighted average No. of options Weighted average
(shares in exercise price (shares in exercise price
thousands) (in dollars) thousands) (in dollars)
Options outstanding at beginning 59,298 23.72 89,059 $ 24.14
of the period
Options forfeited ( 21,845 ) 25.64 ( 19,989 ) 23.46
Options exercised ( 12,721) 23.49 ( 9,772) 22.91
Options outstanding at end of the
period 24,732 21.24 59,298 23.72
Options exercisable at end of the
period 20,251 49,700
Options approved and not yet
issued at the end of the period
- -
  • C. The weighted-average stock price of stock options at exercise dates for the years ended December 31, 2015 and 2014 were $25.57 (in dollars) and $27.16 (in dollars), respectively.

  • D. As of December 31, 2015 and 2014, outstanding compensatory employee stock option plan is as follows:

As of December 31, 2015

is as follows:
As of December 31, 2015
Range of exercise price
(in dollars)
$24.2 to $26.6
$19.1
Number of options outstanding at the end of the year

In thousands
of shares
9,164
15,568
24,732

Expected weighted
average residual
years
0.30
2.75

Weighted average
exercise price
(in dollars)

$ 24.88
19.10

As of December 31, 2014

(in dollars)
$24.2 to $26.6
$19.1
As of December 31, 2014
of shares
years
9,164
0.30
15,568
2.75
24,732
of shares
years
9,164
0.30
15,568
2.75
24,732
(in dollars)
$ 24.88
19.10
Range of exercise price
(in dollars)
$24.8 to $26.6
$24.8 to $27.2
$19.5
Number of options outstanding at the end of the year

In thousands
of shares
15,385
24,578
19,335
59,298

Expected weighted
average residual
years
0.41
1.06
3.75

Weighted average
exercise price
(in dollars)

$ 25.74
25.79
19.50

152

  • E. Information about the fair value of the Company’s shared-based payment transactions:

  • (1) The fair values of stock options are measured using the Black-Scholes option-pricing model:

model:
Type of
arrangement
Eighth
employee
stock
options
Ninth
employee
stock
options
Tenth
employee
stock
options
Eleventh
employee
stock
options
Grant date
Stock
price
(in dollars)
2008.10.13
2008.10.27
$ 13.20
11.35
2009.04.29
2009.07.03
14.30
13.30
2009.10.05
2010.04.19
13.90
14.45
2010.05.06
13.1
2012.10.11
10.15
Stock
price
(in dollars)
Exercise
price
(in dollars)
Expected
price
volatility
(Note 1)
28.37%
28.42%
34.87%
34.36%
35.25%
30.04%
29.85%
36.14%
Expected
option life
Expected
dividends
Risk-free
interest
rate
Fair value
per unit
(in dollars)
(Note 2)
0%
0%
1.96%
1.89%
3.12
2.67
0%
0%
0.93%
1.02%
3.92
3.62
0%
0%
0.55%
0.75%
3.75
3.40
0%
0.74%
3.06
0%
0.88%
2.79
Risk-free
interest
rate
Fair value
per unit
(in dollars)
(Note 2)

$ 13.20
11.35
14.30
13.30
13.90
14.45
13.1
10.15

3.47 years
3.47 years
3.67 years
3.67 years
3.61 years
3.61 years
3.61 years
3.47 years
  • Note 1 : Expected price volatility rate was estimated by using the stock prices of the most recent period with length of this period equal as the length of the stock options’ expected life, excluding obvious irregularities of changes in stock prices for the observation amount while considering the effect of the appropriation of retained earnings on the transaction price of stocks to calculate expected price volatility rate.

Note 2: Information of fair value from the original issuance by MiTAC International Corp.

  • (2) The factors for the fair value of other share-based payments:
Type of arrangement
Treasury stock
transferred to
employees
Treasury stock
transferred to
employees
Grant
date
2014.8.15
2015.7.13
Stock price
(in dollars)
$25.1
$29.65
Exercise price
(in dollars)
$18.4 and $21.5
$18.9
Fair value per
unit (in dollars)

$6.7 and $3.6
$10.75
  • F. Expenses incurred on share-based payment transactions are shown below:
Equity-settled For the year ended
December 31, 2015
$ 55,137
For the year ended
December 31, 2014

$ 66,639

153

(16) Provisions

Provisions
Warranty - current For the year ended For the year ended
December 31, 2015 December 31, 2014
Beginning balance $ 338,376 $ 458,285
Additional provisions 315,061 265,039
Used during the period ( 298,697) ( 318,691)
Unused amounts reversed ( 3,119) ( 67,571)
Effects of exchange rate changes ( 1,135) 1,314
Ending balance $ 350,486 $ 338,376

(17) Share capital

  • A. As of December 31, 2015, the Company’s authorized capital was $11,000,000, consisting of 1.1 billion shares (including 125 million shares reserved for employee stock options), and the paid-in capital was $7,778,113 with a par value of $10 per share.

Movements in the number of the Company’s ordinary shares outstanding are as follows:

Unit: in thousands of shares Unit: in thousands of shares Unit: in thousands of shares Unit: in thousands of shares
For the year ended For the year ended
December 31, 2015 December 31, 2014
Outstanding shares as of
January 1 749,976 736,249
Purchase of treasury stock ( 8,244) -
Treasury stock transferred to
employees 3,549 3,955
Employee stock options exercised 12,721 9,772
Changes in outstanding shares 8,026 13,727
during the year
Outstanding shares as of 758,002 749,976
December 31
Treasury shares
a) Reason for share reacquisition and movements in the number of the Company’s treasur
shares are as follows:
December 31, 2015
Name of company Reason for Number of shares
holding the shares reacquisition (shares in thousands) Carrying amount
MiTAC Holding Corp. Transferred to 8,244 $ 169,362
employees
Subsidiary- Tsu Fung Stock 10,183 276,085
Investment Corp. conversion
Subsidiary- SSDL " 1,382 77,002

B. Treasury shares

  • (a) Reason for share reacquisition and movements in the number of the Company’s treasury shares are as follows:

154

December 31, 2014

Name of company
holding the shares
Subsidiary- MiTAC
International Corp.
Subsidiary- Tsu Fung
Investment Corp.
Subsidiary- SSDL
Reason for
reacquisition
Stock
conversion
"
"
Number of shares
(shares in thousands)
7,869
10,183
1,382
Carrying amount

$ 153,791
276,085
77,002
  • (b) Pursuant to the R.O.C. Securities and Exchange Law, the number of shares bought back as treasury shares should not exceed 10% of the number of the Company’s issued and outstanding shares and the amount bought back should not exceed the sum of retained earnings, paid-in capital in excess of par value and realised capital surplus.

  • (c) Pursuant to the R.O.C. Securities and Exchange Law, treasury stock should not be pledged as collateral and is not entitled to dividends before it is reissued to the employees.

  • (d) Pursuant to the R.O.C. Securities and Exchange Law, treasury shares should be reissued to the employees within three years from the reacquisition date and shares not reissued within the three-year period are to be retired. Treasury shares to enhance the Company’s credit rating and the stockholders’ equity should be retired within six months of acquisition.

  • (e) In accordance with the Financial Supervisory Commission, Securities and Futures Bureau, No.1010047490, the Company shall not appropriate special reserve proportionately to the shareholding ratio for the difference of ending market price below the carrying amount of the parent’s stock held by the subsidiaries. If the market price reverses subsequently, the reversal amount shall be appropriated as special reserve proportionately to the shareholding ratio.

155

(18) Capital surplus

At January 1, 2015
Employee stock options
exercised
Changes from associates
and joint ventures
accounted for under the
equity method
Employee compensation
plan - employee stock
options
Treasury stock
transferred to employees
Subsidiaries received
cash dividends paid by
the parent company
Retirement of treasury
shares
(
At December 31, 2015
At January 1, 2014
Employee stock options
exercised
Changes from associates
and joint ventures
accounted for under the
equity method
Employee compensation
plan - employee stock
options
Treasury stock
transferred to employees
Subsidiaries received
cash dividends paid by
the parent company
Retirement of treasury
shares
(
At December 31, 2014
Share
premium
$ 21,427,076
260,326
-
-
-
-

120,193)
$ 21,567,209
Share
premium
$ 21,276,857
186,715
-
-
-
-

36,496)
$ 21,427,076
Treasury stock
transactions
$ 52,683
-
-
-
35,680
7,976
78,949
$ 175,288
Treasury stock
transactions
$ -
-
-
-
21,754
6,935
23,994
$ 52,683
Net equity of
associates and
joint ventures
accounted for
under the
equity method
Employee
stock options
Total
$ 150,448
$ 492,513
$ 22,122,720
-
(
84,385 )
175,941
34,417
-
34,417
-
55,137
55,137
-
(
38,152 ) (
2,472)
-
-
7,976
-
-
(
41,244)
$ 184,865
$ 425,113
$ 22,352,475
Net equity of
associates and
joint ventures
accounted for
under the
equity method
Employee
stock options
Total
$ 22,345
$ 504,181
$ 21,803,383
-
(
57,588 )
129,127
128,103
-
128,103
-
66,639
66,639
-
(
20,719 )
1,035
-
-
6,935
-
-
(
12,502)
$ 150,448
$ 492,513
$ 22,122,720

156

Pursuant to the R.O.C. Company Act, capital surplus arising from paid-in capital in excess of par value on issuance of common stocks and donations can be used to cover accumulated deficit or to issue new stocks or cash to shareholders in proportion to their share ownership, provided that the Company has no accumulated deficit. Further, the R.O.C. Securities and Exchange Law requires that the amount of capital surplus to be capitalised mentioned above should not exceed 10% of the paid-in capital each year. Capital surplus should not be used to cover accumulated deficit unless the legal reserve is insufficient.

(19) Retained earnings

  • A. Under the Company’s Articles of Incorporation, the current year’s earnings, if any, shall first be used to pay all taxes and offset prior years’ operating losses and then 10% of the remaining amount shall be set aside as legal reserve. Special reserve shall also be set aside pursuant to the regulations. Appropriation of the remainder plus prior year’s accumulated unappropriated retained earnings shall be proposed by the Board of Directors and resolved by the stockholders.

  • B. Earnings appropriation ratio and cash dividends ratio are decided by the Board of Directors, taking into account the Company’s financial structure, future capital requirements and profitability, and cash dividends shall account for at least 10% of the total dividends appropriated. Earnings appropriation ratio and cash dividends ratio are subject to adjustments once approved by the stockholders.

  • C. Except for covering accumulated deficit or issuing new stocks or cash to shareholders in proportion to their share ownership, the legal reserve shall not be used for any other purpose. The use of legal reserve for the issuance of stocks or cash to shareholders in proportion to their share ownership is permitted, provided that the distribution of the reserve is limited to the portion in excess of 25% of the Company’s paid-in capital.

  • D. In accordance with the regulations, the Company shall set aside special reserve from the debit balance on other equity items at the balance sheet date before distributing earnings. When debit balance on other equity items is reversed subsequently, the reversed amount could be included in the distributable earnings.

  • E. On June 11, 2015, the appropriation of earnings for the year ended December 31, 2014 resolved by the shareholders is as follows:

Legal reserve
Special reserve
Cash dividend
Total
2014 2014
Amount
$ 76,109
52,117
533,246
$ 661,472
Dividend per share
(in dollars)

$ 0.7

157

  • F. On March 25, 2016, the appropriation of earnings for the year ended December 31, 2015 proposed by the Board of Directors and to be approved by the shareholders is as follows:
Legal reserve
Special reserve
Cash dividend
Stock dividend
Total
2015 2015
Amount
$ 175,409
13,574
1,231,738
307,934
$ 1,728,655
Dividend per share
(in dollars)

$ 1.6
0.4
  • G. For the information relating to employees’ compensation (bonuses) and directors’ and supervisors’ remuneration, please refer to Note 6 (26).

(20) Other equity items

Other equity items
Available-for-sale Currency
investments translation Total
At January 1, 2015 $ 139,151 $ 1,872,643 $ 2,011,794
Reclassified to profit or loss upon 8,467 8,208 16,675
disposal
Reclassified to impairment loss 14,188 - 14,188
Revaluation
–Group ( 207,595) - ( 207,595)
–Associates ( 34,307) - ( 34,307)
Currency translation differences:
–Group - 393,934 393,934
–Associates - ( 266,277) ( 266,277)
At December 31, 2015 ($ 80,096) $ 2,008,508 $ 1,928,412
Available-for-sale Currency
investments translation Total
At January 1, 2014 $ 288,199 $ 899,611 $ 1,187,810
Reclassified to profit or loss upon ( 50,638) ( 7,210) ( 57,848)
disposal
Reclassified to impairment loss 33,342 - 33,342
Revaluation
–Group ( 77,594) - ( 77,594)
–Associates ( 54,158) - ( 54,158)
Currency translation differences:
–Group - 889,391 889,391
–Associates - 90,851 90,851
At December 31, 2014 $ 139,151 $ 1,872,643 $ 2,011,794

158

(21) Operating revenue

(22)
(23)
(24)
For the year ended
December 31, 2015
For the year ended
December 31, 2014
Sales revenue
$ 49,398,546
$ 41,701,620
Other operating revenue
656,219
358,722
Total
$ 50,054,765
$ 42,060,342
Other income
For the year ended
December 31, 2015
For the year ended
December 31, 2014
Interest income:
Interest income from bank deposits
$ 99,428
$ 147,848
Rental revenue
79,534
56,684
Dividend income
119,828
105,534
Other income
77,120
80,497
Total
$ 375,910
$ 390,563
Other gains and losses
For the year ended
December 31, 2015
For the year ended
December 31, 2014
Net (loss) gain on financial liabilities
at fair value through profit or loss
($ 12,543)
$ 3,066
Net (loss) gain on financial assets at
fair value through profit or loss
(
23,748)
15,296
Net currency exchange gain (loss)
97,000
(
14,174)
Gain on disposal of property, plant
and equipment
12,999
11,227
(Loss) gain on disposal of
investments
(
16,506)
58,609
Gain on disposal of non current
assets
-
15,832
Impairment loss of financial assets
(
25,902) (
104,593)
Impairment loss of non-financial
assets
-
(
111,605)
Other losses
(
38,505)
(
22,028)
Total
($ 7,205)
($ 148,370)
Finance costs
For the year ended
December 31, 2015
For the year ended
December 31, 2014
Interest expense:
Bank borrowings
$ 32,053
$ 44,146

159

(25) Expenses by nature

Expenses by nature
Employee benefit expense
Depreciation on property, plant and
equipment and investment property
Amortisation charges
Total
Employee benefit expense
Wages and salaries
Employee stock options
Labor and health insurance fees
Pension costs
Other personnel expenses
For the year ended
December 31, 2015
$ 5,139,127
534,742
249,700
$ 5,923,569
For the year ended
December 31, 2015
$ 4,533,402
55,137
353,075
89,373
108,140
$ 5,139,127
For the year ended
December 31, 2014

$ 5,132,246
486,984
289,660
$ 5,908,890
For the year ended
December 31, 2014

$ 4,517,933
66,639
332,469
87,004
128,201
$ 5,132,246

(26) Employee benefit expense

  • A. Under the Company’s Articles of Incorporation, when distributing the current year’s earnings, the Company shall first offset prior years’ operating losses and pay all taxes, and then set aside 10% as legal reserve. Special reserve is set aside or reversed in accordance with related laws and employees’ bonus shall account for at least 1% of the remainder.

However, in accordance with the Company Act amended in May 20, 2015, a company shall distribute employee compensation, based on the distributable profit of the current year, in a fixed amount or a ratio of profits. If a company has accumulated deficit, earnings should be channeled to cover losses. A company may, by a resolution adopted by a majority vote at a meeting of board of directors attended by two-thirds of the total number of directors, have the profit distributable as employees' compensation distributed in the form of shares or in cash; and in addition thereto a report of such distribution shall be submitted to the shareholders' meeting. Qualification requirements of employees, including the employees of subsidiaries of the company meeting certain specific requirements, entitled to receive aforementioned stock or cash may be specified in the Articles of Incorporation.

  • B. The Board of Directors of the Company has approved the amended Articles of Incorporation of the Company on January 26, 2016 and the amended articles will be reported to and resolved by the shareholders. According to the amended articles, the profit (pre-tax profit before deduction of employees’ compensation and directors’ and supervisors’ remuneration) of the current year shall be distributed as employees’ compensation and directors’ and supervisors’ remuneration, which will be resolved by the Board of Directors. The ratio shall not be lower than 0.1% for employees and not be higher than 1% for directors and supervisors. If a company has accmulated deficit, earnings should be reserved to cover losses. Employees’ compensation can be distributed in cash or shares and shall be distributed to the employees of subsidiaries of the Company who meet certain specific requirements. The chairman of the Board is authorized to set the qualification requirements.

160

  • C. For the year ended December 31, 2015, employees’ compensation was accrued at 0.1% of gain on pre-tax profit before deduction of employees’ compensation and directors’ and supervisors’ remuneration. Employees’ compensation recognised for the year of 2014 was accrued based on 0.1% of the net income of 2014, taking into account other factors such as legal reserve, and directors’ and supervisors’ remuneration were recorded at the estimated amount.

  • D. For the years ended December 31, 2015 and 2014, employees’ compensation (bonus) was accrued at $1,767 and $633, respectively; and directors’ and supervisors’ remuneration was accrued at $2,100 and $2,000, respectively. The aforementioned amounts were recognised in salary expenses.

  • E. For the year ended December 31, 2015, the actual distributed amount of $1,767 for employees’ cash compensation and $2,100 for directors’ and supervisors’ remuneration as resolved by the Board of Directors were in agreement with the accrued amounts. Employees’ cash bonus of $633 and directors’ and supervisors’ remuneration of $2,000 of 2014 as resolved at the shareholders’ meeting were in agreement with those amounts recognised in the profit or loss of 2014.

  • F. Information about employees’ compensation (bonus) and directors’ and supervisors’ remuneration of the Company as resolved by the Board of Directors and the shareholders at the shareholders’ meeting will be posted in the “Market Observation Post System” at the website of the Taiwan Stock Exchange.

  • (27) Income tax

  • A. Income tax expense

    • (a) Components of income tax expense:
For the year ended For the year ended
December 31, 2015 December 31, 2014
Current tax:
Current tax on profits for the
period $ 253,138 $ 182,517
Tax on undistributed surplus
earnings 5,824 5,521
Adjustments in respect of prior
years 7,635 446
Total current tax 266,597 188,484
Deferred tax:
Origination and reversal of
temporary differences ( 6,586) ( 77,862)
Net operating loss carryforward - 179,281
Total deferred tax 6,586 101,419
Income tax expense $ 260,011 $ 289,903

161

  • (b) The income tax (charge)/credit relating to components of other comprehensive income is as follows:
as follows:
For the year ended For the year ended
December 31, 2015 December 31, 2014
Actuarial losses on defined ($ 5,669) ($ 7,260)
benefit obligations
B. Reconciliation between income tax expense and accounting profit
For the year ended For the year ended
December 31, 2015 December 31, 2014
Tax calculated based on profit
before tax and statutory tax rate $ 732,278 $ 450,135
Additional 10% income tax
imposed on unappropriated
earnings 5,824 5,521
Effects from items disallowed by
tax regulation ( 534,122) ( 358,265)
Effects from foreign income 48,396 12,785
Over provision of prior year’s
income tax 7,635 446
Effect from net operating loss
carryforward - 179,281
Income tax expense $ 260,011 $ 289,903
  • C. Amounts of deferred tax assets or liabilities as a result of temporary differences and loss carryforward are as follows:

For the year ended December 31, 2015

Beginning
balance
Recognised
in profit or
loss
Deferred tax assets:
Temporary differences:
Warranty provision
$ 43,001
$ 4,537
Loss from decline in
inventory price to
market value
84,106
(
9,336 )
Unrealized estimate
payable
132,231
19,157
Others
184,014
(
7,711)
Subtotal
$ 443,352
$ 6,647
Deferred tax liabilities:
Temporary differences:
Equity investments
(
320,474 )
-
Others
(
11,438)
(
61)
Subtotal
($ 331,912)
($ 61)
Total
$ 111,440
$ 6,586
Recognised
in other
comprehensive
income
$ -
-
-
5,669
$ 5,669
-
-
$ -
$ 5,669
Effects of
exchange
rate changes
Ending
balance
$ -
$ 47,538
1,557
76,327
-
151,388
(
317)
181,655
$ 1,240
$ 456,908
-
(
320,474 )
-
(
11,499)
$ -
($ 331,973)
$ 1,240
$ 124,935

162

For the year ended December 31, 2014

Beginning
balance
Recognised
in profit or
loss
Deferred tax assets:
Temporary differences:
Warranty provision
$ 61,711
($ 18,710 )
Loss from decline in
inventory price to
market value
166,460
(
84,794 )
Unrealized estimate
payable
114,542
17,689
Others
44,402
136,743
Net operating loss
carryforward
179,281
(
179,281)
Subtotal
$ 566,396
($ 128,353)
Deferred tax liabilities:
Temporary differences:
Equity investments
(
358,846 )
38,372
Others
-
(
11,438)
Subtotal
( $ 358,846)
$ 26,934
Total
$ 207,550
($ 101,419)
Recognised
in other
comprehensive
income
Effects of
exchange
rate changes
Ending
balance
$ -
$ -
$ 43,001
-
2,440
84,106
-
-
132,231
7,260
(
4,391 )
184,014
-
-
-
$ 7,260
($ 1,951)
$ 443,352
-
-
(
320,474 )
-
-
(
11,438)
$ -
$ -
($ 331,912)
$ 7,260
($ 1,951)
$ 111,440

D. Expiration dates of unused net operating loss carryforwards of the Company and its subsidiaries and amounts of unrecognised deferred tax assests are as follows:

December 31, 2015

December 31, 2015 December 31, 2015
Year incurred
2011
2012
2014
Amount filed/
assessed
Assessed
Assessed
Filed
Unused amount
Unrecognised
deferred tax
assets
$ 172,967
$ 172,967
297,134
297,134
36,392
36,392
December 31, 2014
Usable until
year
2021
2022
2024
Year incurred
2011
2012
2013
Amount filed/
assessed
Assessed
Assessed
Assessed

Unused amount
$ 185,363
297,134
11,092

Unrecognised
deferred tax
assets
$ 185,363
297,134
11,092
Usable until
year
2021
2022
2023

163

  • E. The amounts of deductible temporary differences that are not recognised as deferred tax assets are as follows:
assets are as follows:
Deductible temporary differences December 31, 2015
$ 1,574,831
December 31, 2014

$ 1,724,577
  • F. The Company has not recognised taxable temporary differences associated with investment in subsidiaries as deferred tax liabilities. As of December 31, 2015 and 2014, the amounts of temporary difference unrecognised as deferred tax liabilities were $8,686,144 and $7,999,003, respectively.

  • G. Unappropriated retained earnings:

. Unappropriated retained earnings:
Earnings generated in and after 1998 December 31, 2015
$ 1,833,321
December 31, 2014

$ 773,566
  • H. As of December 31, 2015 and 2014, the balance of the imputation tax credit account were $1,470,223 and $1,410,191, respectively. For the year ended December 31, 2015, the Company incurred accumulated deficit, thus the creditable tax rate is estimated to be 13.26% in 2015. The creditable tax rate was 14.68% for the year ended December 31, 2014.

(28) Earnings per share

The Group’s basic earnings per share is calculated by using income attributable to the ordinary shareholders of the Group’s parent company divided by the amount of outstanding ordinary shares during the period less the weighted average number of treasury shares.

The Group’s basic earnings per share is calculated by using income attributable to the ordinar
shareholders of the Group’s parent company divided by the amount of outstanding ordinar
shares during the period less the weighted average number of treasury shares.
s calculated by using income attributable to the ordinar
mpany divided by the amount of outstanding ordinar
ed average number of treasury shares.
s calculated by using income attributable to the ordinar
mpany divided by the amount of outstanding ordinar
ed average number of treasury shares.
s calculated by using income attributable to the ordinar
mpany divided by the amount of outstanding ordinar
ed average number of treasury shares.
s calculated by using income attributable to the ordinar
mpany divided by the amount of outstanding ordinar
ed average number of treasury shares.
For the year ended December 31, 2015
Amount
after tax
Weighted average
number of ordinary
shares outstanding
(shares in thousands)
Earnings per
share
(in dollars)
Basic earnings per share
Profit attributable to ordinary
shareholders of the parent
$ 1,754,092
755,205
$ 2.32
Diluted earnings per share
Profit attributable to ordinary
shareholders of the parent
$ 1,754,092
Less: effect of dilutive potential
common stocks issued by investee
companies
(
5,741)
Assumed conversion of all dilutive
potential ordinary shares
Employee stock options
-
4,323
Employees’ bonus
-
84
Net income attributable to common
stockholders plus dilutive effect of
common stock equivalents
$ 1,748,351
759,612
$ 2.30
For the year ended December 31, 2015

Weighted average
number of ordinary
shares outstanding
(shares in thousands)
755,205
4,323
84
759,612

Earnings per
share
(in dollars)

$ 2.32
$ 2.30

164

For the year ended December 31, 2014
Amount
after tax
Weighted average
number of ordinary
shares outstanding
(shares in thousands)
Earnings per
share
(in dollars)
Basic earnings per share
Profit attributable to ordinary
shareholders of the parent
$ 761,086
742,397
$ 1.03
Diluted earnings per share
Profit attributable to ordinary
shareholders of the parent
$ 761,086
Less: effect of dilutive potential
common stocks issued by investee
companies
(
2,552)
Assumed conversion of all dilutive
potential ordinary shares
Employee stock options
-
4,403
Employees’ bonus
-
38
Net income attributable to common
stockholders plus dilutive effect of
common stock equivalents
$ 758,534
746,838
$ 1.02
For the year ended December 31, 2014
Amount
after tax
Weighted average
number of ordinary
shares outstanding
(shares in thousands)
Earnings per
share
(in dollars)
Basic earnings per share
Profit attributable to ordinary
shareholders of the parent
$ 761,086
742,397
$ 1.03
Diluted earnings per share
Profit attributable to ordinary
shareholders of the parent
$ 761,086
Less: effect of dilutive potential
common stocks issued by investee
companies
(
2,552)
Assumed conversion of all dilutive
potential ordinary shares
Employee stock options
-
4,403
Employees’ bonus
-
38
Net income attributable to common
stockholders plus dilutive effect of
common stock equivalents
$ 758,534
746,838
$ 1.02
For the year ended December 31, 2014
Amount
after tax
Weighted average
number of ordinary
shares outstanding
(shares in thousands)
Earnings per
share
(in dollars)
Basic earnings per share
Profit attributable to ordinary
shareholders of the parent
$ 761,086
742,397
$ 1.03
Diluted earnings per share
Profit attributable to ordinary
shareholders of the parent
$ 761,086
Less: effect of dilutive potential
common stocks issued by investee
companies
(
2,552)
Assumed conversion of all dilutive
potential ordinary shares
Employee stock options
-
4,403
Employees’ bonus
-
38
Net income attributable to common
stockholders plus dilutive effect of
common stock equivalents
$ 758,534
746,838
$ 1.02
For the year ended December 31, 2014
Amount
after tax
Weighted average
number of ordinary
shares outstanding
(shares in thousands)
Earnings per
share
(in dollars)
Basic earnings per share
Profit attributable to ordinary
shareholders of the parent
$ 761,086
742,397
$ 1.03
Diluted earnings per share
Profit attributable to ordinary
shareholders of the parent
$ 761,086
Less: effect of dilutive potential
common stocks issued by investee
companies
(
2,552)
Assumed conversion of all dilutive
potential ordinary shares
Employee stock options
-
4,403
Employees’ bonus
-
38
Net income attributable to common
stockholders plus dilutive effect of
common stock equivalents
$ 758,534
746,838
$ 1.02

Weighted average
number of ordinary
shares outstanding
(shares in thousands)
742,397
4,403
38
746,838

$ 1.03
$ 1.02

(29) Operating Leases

The Group leases building assets to others under non-cancellable operating lease agreements. These leases have terms expiring between 1 and 5 years, and all these lease agreements are not renewable at the end of the lease period. Rental revenue of $79,534 and $56,684 were recognized for the years ended December 31, 2015 and 2014, respectively. The future aggregate minimum lease receivable under non-cancellable operating leases are as follows:

Not later than one years
Later than one year but not later
than five years
Later than five years
December 31, 2015
$ 64,401
98,358
6,351
$ 169,110
December 31, 2014

$ 56,156
145,126
10,651
$ 211,933

165

7. RELATED PARTY TRANSACTIONS

(1) Significant related party transactions and balances

  • A. Operating revenue:

(a)

Sales of goods:
-Associates
-Other related parties
For the year ended
December 31, 2015
$ 1,242,187
20
$ 1,242,207
For the year ended
December 31, 2014

$ 1,904,012
571
$ 1,904,583
  • (b) The selling price to related parties is based on market value in the region of the related party.

  • (c) The collection period to domestic related parties is 90 days after shipping date based on the net balance of receivables after offsetting with payable accounts.

  • (d) The collection period to foreign related parties is 150 days for the net amount after offsetting certain receivables and payables considering the reasonable time from shipping to collection terms to overseas and domestic related parties.

  • (e) The collection period for third parties is approximately 90 days after shipping date.

  • B. Purchases:

  • (a)

Purchases of goods:
-Associates
-Other related parties
For the year ended
December 31, 2015
$ 831,469
2,289
$ 833,758
For the year ended
December 31, 2014

$ 815,519
10,466
$ 825,985
  • (b) The purchase prices from related parties are based on the international market value and the market price in the region of the related party.

  • (c) The payment period is 150 days after offsetting certain receivables and payables for foreign related parties; the payment period is 90 days after shipping date based on the net amount after offsetting certain receivables and payables for other related parties.

  • (d) The payment period to regular suppliers is approximately 90 days after purchase date.

  • C. Receivables from related parties:

Receivables from related parties:
Accounts receivable:
-Associates
-Other related parties
Subtotal
December 31, 2015
$ 253,354
-
253,354
December 31, 2014

$ 230,574
593
231,167

166

December 31, 2015
December 31, 2014
Other receivables:
-Associates
$ 22,279
$ 48,429
-Other related parties
2,342
3,031
Subtotal
24,621
51,460
Total
$ 277,975
$ 282,627
D. Payables to related parties:
December 31, 2015
December 31, 2014
Accounts payable:
-Associates
$ 181,404
$ 263,567
-Other related parties
1,959
345
Subtotal
183,363
263,912
Other payables:
Associates
6,903
11,090
Other related parties
249
4,299
Subtotal
7,152
15,389
Total
$ 190,515
$ 279,301
E. Property transactions:
Acquisition of property, plant and
equipment:
For the year ended
December 31, 2015
For the year ended
December 31, 2014
Associates
$ 6,694
$ 15,750
Other related parties
1,923
1,474
$ 8,617
$ 17,224
Acquisition of financial assets:
Acquisition amount
Account
Transaction Share
(Shares in thousands)
Item
For the year ended
December 31, 2015
For the year ended
December 31, 2014
Other related
parties
Financial assets
measured at cost
$ 2,500
Investment $ 25,000
$ 25,000
December 31, 2015
December 31, 2014
Other receivables:
-Associates
$ 22,279
$ 48,429
-Other related parties
2,342
3,031
Subtotal
24,621
51,460
Total
$ 277,975
$ 282,627
D. Payables to related parties:
December 31, 2015
December 31, 2014
Accounts payable:
-Associates
$ 181,404
$ 263,567
-Other related parties
1,959
345
Subtotal
183,363
263,912
Other payables:
Associates
6,903
11,090
Other related parties
249
4,299
Subtotal
7,152
15,389
Total
$ 190,515
$ 279,301
E. Property transactions:
Acquisition of property, plant and
equipment:
For the year ended
December 31, 2015
For the year ended
December 31, 2014
Associates
$ 6,694
$ 15,750
Other related parties
1,923
1,474
$ 8,617
$ 17,224
Acquisition of financial assets:
Acquisition amount
Account
Transaction Share
(Shares in thousands)
Item
For the year ended
December 31, 2015
For the year ended
December 31, 2014
Other related
parties
Financial assets
measured at cost
$ 2,500
Investment $ 25,000
$ 25,000
December 31, 2015
December 31, 2014
Other receivables:
-Associates
$ 22,279
$ 48,429
-Other related parties
2,342
3,031
Subtotal
24,621
51,460
Total
$ 277,975
$ 282,627
D. Payables to related parties:
December 31, 2015
December 31, 2014
Accounts payable:
-Associates
$ 181,404
$ 263,567
-Other related parties
1,959
345
Subtotal
183,363
263,912
Other payables:
Associates
6,903
11,090
Other related parties
249
4,299
Subtotal
7,152
15,389
Total
$ 190,515
$ 279,301
E. Property transactions:
Acquisition of property, plant and
equipment:
For the year ended
December 31, 2015
For the year ended
December 31, 2014
Associates
$ 6,694
$ 15,750
Other related parties
1,923
1,474
$ 8,617
$ 17,224
Acquisition of financial assets:
Acquisition amount
Account
Transaction Share
(Shares in thousands)
Item
For the year ended
December 31, 2015
For the year ended
December 31, 2014
Other related
parties
Financial assets
measured at cost
$ 2,500
Investment $ 25,000
$ 25,000
December 31, 2015
December 31, 2014
Other receivables:
-Associates
$ 22,279
$ 48,429
-Other related parties
2,342
3,031
Subtotal
24,621
51,460
Total
$ 277,975
$ 282,627
D. Payables to related parties:
December 31, 2015
December 31, 2014
Accounts payable:
-Associates
$ 181,404
$ 263,567
-Other related parties
1,959
345
Subtotal
183,363
263,912
Other payables:
Associates
6,903
11,090
Other related parties
249
4,299
Subtotal
7,152
15,389
Total
$ 190,515
$ 279,301
E. Property transactions:
Acquisition of property, plant and
equipment:
For the year ended
December 31, 2015
For the year ended
December 31, 2014
Associates
$ 6,694
$ 15,750
Other related parties
1,923
1,474
$ 8,617
$ 17,224
Acquisition of financial assets:
Acquisition amount
Account
Transaction Share
(Shares in thousands)
Item
For the year ended
December 31, 2015
For the year ended
December 31, 2014
Other related
parties
Financial assets
measured at cost
$ 2,500
Investment $ 25,000
$ 25,000
December 31, 2014
$ 48,429
3,031
51,460
$ 282,627
December 31, 2014
$ 263,567
345
263,912
11,090
4,299
15,389
$ 279,301
For the year ended
December 31, 2014
$ 15,750
1,474
$ 17,224
Acquisition amount
December 31, 2014
$ 48,429
3,031
51,460
$ 282,627
December 31, 2014
$ 263,567
345
263,912
11,090
4,299
15,389
$ 279,301
For the year ended
December 31, 2014
$ 15,750
1,474
$ 17,224
Acquisition amount

$
$
Item
Investment

For the year ended
December 31, 2015
$ 25,000

For the year ended
December 31, 2014

$ 25,000

F. Rent revenue

For the years ended December 31, 2015 and 2014, the rental revenue collected from leasing offices and factories to associates amounted to $31,162 and $34,778, respectively.

167

G. Expenses

Expenses
For the year ended For the year ended
December 31, 2015 December 31, 2014
Associates $ 12,311 $ 27,922
Other related parties 56,807 66,699
$ 69,118 $ 94,621

Expenses mainly pertain to rental expenditures for the lease of offices and other miscellaneous expenses.

H. Endorsements and guarantees provided to related parties:

As of December 31, 2015 and 2014, associates provided guarantees for operating leases to MiTAC International Corp. amounting to $3,600.

(2) Key management compensation

Key management compensation
Salaries and other short-term employee
benefits
Post-employment benefits
Share-based payments
Total
For the year ended
December 31, 2015
$ 37,950
539
1,922
$ 40,411
For the year ended
December 31, 2014

$ 34,954
536
5,578
$ 41,068

8. PLEDGED ASSETS

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

Pledged asset
Buildings
Land use rights
Time deposits
Time deposits
Time deposits
Time deposits
Demand deposits
Book value
December 31, 2015
December 31, 2014
$ 362,180
$ 323,093
13,422
14,076
3,500
3,500
2,204
2,186
-
7,638
-
9,500
4,995
6,365
$ 386,301
$ 366,358
Purpose
December 31, 2015
$ 362,180
13,422
3,500
2,204
-
-
4,995
$ 386,301
Short-term loans
Short-term loans
Guarantee deposit for the lease of land in Science
Park
Guarantee deposit for the lease of dormitory in
Science Park
Customs guarantee
Guarantee for application for letters of credit
Customs guarantee

9. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNISED CONTRACT

COMMITMENTS

(1) Contingencies

None.

168

(2) Commitments

A. Operating lease arrangement

The minimum amount payable under the Group’s future non-cancellable operating lease is as follows:

follows:
December 31, 2015
Not more than 1 year
$ 125,478
More than 1 year but not more than 5
years
147,481
Over 5 years
18,255
Total
$ 291,214
B. Capital expenditure contracted but not provided are as follows:
December 31, 2015
Property, plant and equipment
$ 1,219,270
December 31, 2014

$ 131,555
67,487
21,906
$ 220,948
December 31, 2014

$ -

10. SIGNIFICANT DISASTER LOSS:

None.

11. SIGNIFICANT EVENTS AFTER THE BALANCE SHEET DATE:

None.

12. OTHERS

(1) Capital management

The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide returns for shareholders and to maintain an optimal capital structure to reduce the cost of capital.

(2) Financial instruments

  • A. Fair value information of financial instruments

The carrying amounts of the Group’s financial instruments not measured at fair value, including cash and cash equivalents, notes receivable, accounts receivable, other receivables, other current assets, short-term loans, notes payable, accounts payable and other payables, long-term loans (including due within one year or one operating cycle) and guarantee deposits (shown as other non-current liabilities) are approximate to their fair values. The fair value information of financial instruments measured at fair value is provided in Note 12(3).

  • B. Financial risk management policies

The Group’s activities expose it to a variety of financial risks: market risk (including foreign exchange risk, interest rate risk and price risk), credit risk and liquidity risk. The Group’s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group’s financial position and financial performance. The Group uses derivative financial instruments to hedge certain risk exposures (see Notes 6(2), 6(13)).

169

  • C. Significant financial risks and degrees of financial risks

  • (a)Market risk

Foreign exchange risk

  • i. The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the USD, EUR and RMB. Foreign exchange risk arises from future commercial transactions, recognised assets and liabilities and net investments in foreign operations.

  • ii. Management has set up a policy to require group companies to manage their foreign exchange risk against their functional currency. The group companies are required to hedge their entire foreign exchange risk exposure with the Group treasury. To manage their foreign exchange risk arising from future commercial transactions and recognised assets and liabilities, entities in the Group use forward foreign exchange contracts, transacted with Group treasury. Foreign exchange risk arises when future commercial transactions or recognised assets or liabilities are denominated in a currency that is not the entity’s functional currency.

  • iii. The Group’s businesses involve some non-functional currency operations (the Company’s and certain subsidiaries’ functional currency: NTD; other certain subsidiaries’ functional currency: USD, EUR and RMB).The information on assets and liabilities denominated in foreign currencies whose values would be materially affected by the exchange rate fluctuations is as follows:

(Foreign currency: functional
currency)
Financial assets
Monetary items
USD:NTD
EUR:NTD
AUD:NTD
USD:RMB
Non-monetary items
RMB:USD
Financial liabilities
Monetary items
USD:NTD
EUR:NTD
AUD:NTD
USD:RMB
December 31, 2015 December 31, 2015 December 31, 2015

Foreign Currency
Amount (In
Thousands)
$ 311,824
8,978
9,880
136,420
58,222
267,269
9,656
14,927
69,949

Exchange
Rate
32.825
35.880
23.985
6.572
0.152
32.825
35.880
23.985
6.572

Book Value
(NTD)
$ 10,235,623
322,131
236,972
4,477,987
290,800
8,773,105
346,457
358,024
2,296,076

170

(Foreign currency: functional
currency)
Financial assets
Monetary items
USD:NTD
EUR:NTD
RMB:NTD
AUD:NTD
USD:RMB
Non-monetary items
RMB:USD
Financial liabilities
Monetary items
USD:NTD
EUR:NTD
RMB:NTD
AUD:NTD
USD:RMB
December 31, 2014 December 31, 2014 December 31, 2014

Foreign Currency
Amount (In
Thousands)
$ 411,890
6,408
189,256
9,663
125,565
57,193
391,271
7,752
195,604
10,243
117,743

Exchange
Rate
31.650
38.470
5.092
25.905
6.216
0.161
31.650
38.470
5.092
25.905
6.216

Book Value
(NTD)
$ 13,036,319
246,516
963,692
250,320
3,974,132
291,226
12,383,727
298,219
996,016
265,345
3,726,566
  • iv. Total exchange gain (loss), including realized and unrealized arising from significant foreign exchange variation on the monetary items held by the Group for the years ended December 31, 2015 and 2014, amounted to $97,000 and ($14,174), respectively.

  • v. When the exchange rates for USD, AUD, EUR and RMB to NTD, and USD to RMB increased or decreased by 1%, with all other factors the same at December 31, 2015 and 2014, net profit before tax would increase or decrease by $34,991 and $8,161 for the years ended December 31, 2015 and 2014, respectively.

Price risk

  • A. The Group is exposed to equity securities price risk because of investments held by the Group and classified on the consolidated balance sheet either as available-for-sale or at fair value through profit or loss. The Group is not exposed to commodity price risk. To manage its price risk arising from investments in equity securities, the Group diversifies its portfolio. Diversification of the portfolio is done in accordance with the limits set by the Group.

171

  • B. The Group’s investments in equity securities comprise domestic listed and unlisted stocks. The prices of equity securities would change due to the change of the future value of investee companies. If the prices of these equity securities had increased/decreased by 1% with all other variables held constant, other components of equity would have increased/decreased by $13,166 and $14,938 for the years ended December 31, 2015 and 2014, respectively, as a result of gains/losses on equity securities classified as available-for-sale.

Interest rate risk

The Group’s interest rate risk arises from borrowings. However, the Group’s borrowings are all at a fixed rate, thus interest rate risk has no significant impact on the Group.

(b)Credit risk

  • i. Credit risk refers to the risk of financial loss to the Group arising from default by the clients or counterparties of financial instruments on the contract obligations. According to the Group’s credit policy, each local entity in the Group is responsible for managing and analysing the credit risk for each of their new clients before standard payment and delivery terms and conditions are offered. Internal risk control assesses the credit quality of the customers, taking into account their financial position, past experience and other factors. Individual risk limits are set based on internal or external ratings in accordance with limits set by the board of directors. The utilisation of credit limits is regularly monitored. Credit risk arises from cash and cash equivalents, derivative financial instruments and deposits with banks and financial institutions, as well as credit exposures to wholesale and retail customers, including outstanding receivables.

  • ii. No credit limits were exceeded during the years ended December 31, 2015 and 2014, and management does not expect any significant losses from non-performance by these counterparties.

  • iii.The credit quality information of financial assets that are neither past due nor impaired is described in Note 6 (5).

  • iv. The ageing analysis of financial assets that were past due but not impaired is described in Note 6 (5).

  • v. The individual analysis of financial assets that had been impaired is provided in the statement for each type of financial asset in Note 6.

  • (c)Liquidity risk

  • i. Cash flow forecasting is performed in the operating entities of the Group and aggregated by Group treasury. Group treasury monitors rolling forecasts of the Group’s liquidity requirements to ensure it has sufficient cash to meet operational needs.

172

  • ii. The table below analyses the Group’s non-derivative financial liabilities and net-settled or gross-settled derivative financial liabilities into relevant maturity groupings based on the remaining period at the balance sheet date to the contractual maturity date for non-derivative financial liabilities and to the expected maturity date for derivative financial liabilities. The amounts disclosed in the table are the contractual undiscounted cash flows.

Non-derivative financial liabilities:

Non-derivative financial liabilities:
December 31, 2015
Less than
1 year
Short-term borrowings
$ 714,516
Accounts payable
5,547,707
Other payables
3,691,058
Guarantee deposits
5,640
December 31, 2014
Less than
1 year
Short-term borrowings
$ 3,590,577
Accounts payable
7,635,029
Other payables
3,507,921
Guarantee deposits
5,024
Between 1
and 2 years
$ -
-
-
7,311
Between 1
and 2 years
$ -
-
-
24,292
Between 2
and 3 years
$ -
-
-
1,317
Between 2
and 3 years
$ -
-
-
779
Over 3 years

$ -
-
-
5,311
Over 3 years

$ -
-
-
1,410

Derivative financial liabilities

As of December 31, 2015 and 2014, the Group’s derivative financial liabilities mature within one year.

     - iii.The Group does not expect the timing of occurrence of the cash flows estimated through the maturity date analysis will be significantly earlier, nor expect the actual cash flow amount will be significantly different.
  • (3) Fair value estimation

  • A. Details of the fair value of the Group’s financial assets and financial liabilities not measured at fair value are provided in Note 12(2)A. Details of the fair value of the Group’s investment property measured at cost are provided in Note 6(10).

  • B. The different levels that the inputs to valuation techniques are used to measure fair value of financial instruments have been defined as follows:

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

    • Level 2: Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices).

    • Level 3: Inputs for the asset or liability that are not based on observable market data.

173

The following table presents the Group’s financial assets and liabilities that are measured at fair value at December 31, 2015 and 2014 :

December 31, 2015
Financial assets:
Forward exchange contracts
Equity securities
Total
Financial liabilities:
Forward exchange contracts
December 31, 2014
Financial assets:
Forward exchange contracts
Equity securities
Total
Financial liabilities:
Forward exchange contracts
Level 1
$ -
1,102,133
$ 1,102,133
$ -
Level 1
$ -
1,189,592
$ 1,189,592
$ -
Level 2
$ 5,711
151,515
$ 157,226
$ 15,914
Level 2
$ 29,460
224,168
$ 253,628
$ 3,371
Level 3
$ -
62,967
$ 62,967
$ -
Level 3
$ -
80,002
$ 80,002
$ -
Total
$ 5,711
1,316,615
$ 1,322,326

$ 15,914
Total
$ 29,460
1,493,762
$ 1,523,222

$ 3,371
  • C. The methods and assumptions the Group used to measure fair value are as follows:

  • (a) The instruments the Group used market quoted prices as their fair values (that is, Level 1) are listed below by characteristics:

Listed shares Open-end fund Market quoted price Closing price Net asset value

  • (b) Except for financial instruments with active markets, the fair value of other financial instruments is measured by using valuation techniques or by reference to counterparty quotes.

  • (c) When assessing non-standard and low-complexity financial instruments, the Group adopts valuation technique that is widely used by market participants. The inputs used in the valuation method to measure these financial instruments are normally observable in the market.

  • (d) The valuation of derivative financial instruments is based on valuation model widely accepted by market participants, such as present value techniques and option pricing models. Forward exchange contracts are usually valued based on the current forward exchange rate.

174

  • (e) The output of valuation model is an estimated value and the valuation technique may not be able to capture all relevant factors of the Group’s financial and non-financial instruments. Therefore, the estimated value derived using valuation model is adjusted accordingly with additional inputs, for example, model risk or liquidity risk and etc. In accordance with the Group’s management policies and relevant control procedures relating to the valuation models used for fair value measurement, management believes adjustment to valuation is necessary in order to reasonably represent the fair value of financial and non-financial instruments at the consolidated balance sheet. The inputs and pricing information used during valuation are carefully assessed and adjusted based on current market conditions.

  • (f) The Group takes into account adjustments for credit risk to measure the fair value of financial and non-financial instruments to reflect credit risk of the counterparty and the Group’s credit quality.

  • D. For the years ended December 31, 2015 and 2014, there was no transfer between Level 1 and Level 2.

  • E. The following table presents the changes in level 3 instruments as at December 31, 2015 and 2014:

and 2014:
For the year ended For the year ended
December 31, 2015 December 31, 2014
January 1 $ 80,002 $ 149,334
Loss recognized in profit or loss ( 4,331) ( 71,251)
Loss recognized in other ( 13,211) ( 386)
comprehensive income
Effect of foreign exchange rate 507 2,305
December 31 $ 62,967 $ 80,002
  • F. Investment department is in charge of valuation procedures for fair value measurements being categorized within Level 3, which is to verify independent fair value of financial instruments. Such assessment is to ensure the valuation results are reasonable by applying independent information to make results close to current market conditions, and reviewing the information periodically.

  • G.The following is the qualitative information of significant unobservable inputs and sensitivity analysis of changes significant unobservable inputs to valuation model used in Level 3 fair value measurements:

Non-derivative
equity instrument:
Unlisted shares
Fair value at
December 31, 2015
$ 62,967
Valuation
technique
Net asset value
Significant
unobservable input
Net asset value
Range
(weighted average)
-
Relationship of
inputs to fair value

The higher the net
asset value, the
higher the fair
value.

175

  • H.The Group has carefully assessed the valuation models and assumptions used to measure fair value; therefore, the fair value measurement is reasonable. However, use of different valuation models or assumptions may result in difference measurement. The following is the effect of profit or loss or of other comprehensive income from financial assets and liabilities categorized within Level 3 if the inputs used to valuation models have changed:

==> picture [425 x 209] intentionally omitted <==

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

December 31, 2015
Recognised in other
Recognised in profit or loss comprehensive income
Favourable Unfavourable Favourable Unfavourable
Input Change change change change change
Financial assets
Equity instrument Net asset value ± 1% $ - $ - $ 630 $ 630
December 31, 2014
Recognised in other
Recognised in profit or loss comprehensive income
Favourable Unfavourable Favourable Unfavourable
Input Change change change change change
Financial assets
Equity instrument Net asset value ± 1% $ - $ - $ 800 $ 800
----- End of picture text -----

176

13. SUPPLEMENTARY DISCLOSURES

(1) Significant transactions information

  • A. Loans to others: Please refer to table 1.

  • B. Provision of endorsements and guarantees to others: Please refer to table 2.

  • C. Holding of marketable securities at the end of the period (not including subsidiaries, associates and joint ventures): Please refer to table 3.

  • D. Acquisition or sale of the same security with the accumulated cost exceeding NT$300 million or 20% of the Company’s paid-in capital: None.

  • E. Acquisition of real estate reaching NT$300 million or 20% of paid-in capital or more: Please refer to table 4.

  • F. Disposal of real estate reaching NT$300 million or 20% of paid-in capital or more: None.

  • G. Purchases or sales of goods from or to related parties reaching NT$100 million or 20% of paid-in capital or more: Please refer to table 5.

  • H. Receivables from related parties reaching NT$100 million or 20% of paid-in capital or more: Please refer to table 6.

  • I. Trading in derivative instruments undertaken during the reporting periods: Please refer to Notes 6(2) and (13).

  • J. Significant inter-company transactions during the reporting periods: Please refer to table 7.

(2) Information on investees

  • Names, locations and other information of investee companies (not including investees in Mainland China): Please refer to table 8.

  • (3) Information on investments in Mainland China

  • A. Basic information: Please refer to table 9.

  • B. Significant transactions, either directly or indirectly through a third area, with investee companies in the Mainland Area: Please refer to table 9.

177

14. SEGMENT INFORMATION

(1) General information

Management has determined the reportable operating segments based on the reports reviewed by the chief operating decision-maker that are used to make strategic decisions. The Group’s chief operating decision-maker manages business from the perspectives of cloud computing product business group and mobile communication product business group.

The Group’s company organization, basis of department segmentation and principles for measuring segment information for the period were not significantly changed.

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

The segment information provided to the chief operating decision-maker for the reportable segments and reconciliations are as follows:

Item
Revenue
Segment gain (loss)
Item
Revenue
Segment gain (loss)
For the year ended December 31, 2015 For the year ended December 31, 2015 For the year ended December 31, 2015 Total
$ 50,054,765
296,470
Total
$ 42,060,342
360,929 )

Cloud computing
business group
Mobile
communications
business group
Others
$ 43,061,238
$ 5,504,762
$ 1,488,765
1,175,122
(
489,254 ) (
389,398 )
For the year ended December 31, 2014

Cloud computing
business group
$ 33,106,750
728,770
(

Mobile
communications
business group
$ 7,484,957
845,236 ) (

Others
$ 1,468,635
244,463 ) (

(3) Reconciliation for segment income (loss)

The revenue from external customers reported to the chief operating decision-maker is measured in a manner consistent with that in the statement of comprehensive income.

A reconciliation of loss for reportable segments to profit before tax and discontinued operations is provided as follows:

Item
Profit (loss) for reportable segments
Unallocated:
Share of profits and losses from affiliates
and joint ventures accounted for under
the equity method
(Loss) gain on disposal of investments
(
Dividend revenue
Interest revenue
Other income
Profit before tax and discontinued operations
For the year ended
December 31, 2015
$ 296,470
(
1,380,981
16,506)
119,828
99,428
133,902
(
$ 2,014,103
For the year ended
December 31, 2014
$ 360,929)
1,213,705
58,609
105,534
147,848
113,944)
$ 1,050,823

178

(4) Information on products and services

Information on products and services
Sales
Other revenue
Total
For the year ended
December 31, 2015
$ 49,398,546
656,219
$ 50,054,765
For the year ended
December 31, 2014
$ 41,701,620
358,722
$ 42,060,342

(5) Geographical information

For the years ended December 31, 2015 and 2014, revenues and noncurrent assets from certain regions are listed below:

Taiwan
USA
Europe
Others
Total
For the year ended December 31, 2015
Revenue
Assets-Noncurrent
$ 493,401
$ 3,120,562
28,538,674
853,376
12,048,256
135,307
8,974,434
2,830,244
$ 50,054,765
$ 6,939,489
For the year ended December 31, 2014 For the year ended December 31, 2014

Revenue
$ 493,401
28,538,674
12,048,256
8,974,434
$ 50,054,765

Revenue
$ 367,000
22,295,017
10,558,842
8,839,483
$ 42,060,342

Assets-Noncurrent
$ 2,957,166
846,142
154,916
2,938,203
$ 6,896,427

(6) Major customer information

For the years ended December 31, 2015 and 2014, the major customer information of the Group are listed below:

For the year ended December 31, 2015

re listed below: For the year ended December 31, For the year ended December 31, 2015
Customer
Customer B
Revenue
Percentage of
total revenue
$ 29,663,727
59%
For the year ended December 31,
Segment
Cloud computing product business
group
2014
Customer
Customer B

Revenue
$ 21,205,664

Percentage of
total revenue
50%

Segment
Cloud computing product business
group

179

Table 1

MITAC HOLDINGS CORPORATION AND SUBSIDIARIES

Loans to others

For the year ended December 31, 2015

Table 1 Table 1 Table 1 Table 1 Table 1 Table 1 Table 1 Table 1 Table 1 Table 1 Table 1 Table 1 Table 1
(Except as otherwise indicated)
Expressed in thousands of NTD
No. Creditor Borrower General
ledger
account
Is a related
party
Maximum outstanding
balance during the year
ended December 31,
2015
Balance at December
31, 2015
(Note 8)
Actual amount
drawn down
Interest rate Nature of
loan
Amount of
transactions
with the
borrower
Reason for
short-term
financing
Allowance
for
doubtful
accounts
Collateral Limit on loans
granted to a single
party
Ceiling on total
loansgranted
Footnote
Item Value
0 MiTAC Holdings
Corp.
MiTAC
International
Corp.
Y Other
receivables-
related
parties
2,500,000 2,500,000 1,500,000 0.7577%-
0.96%
2 0 Operations 0 None 0 3,362,838 6,725,675
0 MiTAC Holdings
Corp.
MiTAC
Computing
Technology
Corp.
Y Other
receivables-
related
parties
1,000,000 1,000,000 - 0 2 0 Operations 0 None 0 3,362,838 6,725,675
1 MiTAC
International Corp.
MiTAC
Computing
Technology
Corp.
Y Other
receivables-
related
parties
1,000,000 1,000,000 984,750 0.8082%~0.8
788%
2 0 Operations 0 None 0 2,673,595 5,347,189
2 Silver Star
Developments Ltd.
Top Sheen
Enterprises Ltd.
Y Other
receivables-
related
parties
821,750 820,625 820,625 0 2 0 Operations 0 None 0 14,147,273 14,147,273
2 Silver Star
Developments Ltd.
MiTAC
International
Corp.
Y Other
receivables-
related
parties
821,750 754,975 754,975 0 2 0 Operations 0 None 0 6,891,687 6,891,687
2 Silver Star
Developments Ltd.
Software
Insights Ltd.
Y Other
receivables-
related
parties
32,870 32,825 32,825 0 2 0 Operations 0 None 0 14,147,273 14,147,273
2 Silver Star
Developments Ltd.
MiTAC Digital
Corporation
Y Other
receivables-
related
parties
975,000 951,925 951,925 0 2 0 Operations 0 None 0 14,147,273 14,147,273
2 Silver Star
Developments Ltd.
Best Profit Ltd. Y Other
receivables-
related
parties
858,778 857,602 857,602 0 2 0 Operations 0 None 0 14,147,273 14,147,273
2 Silver Star
Developments Ltd.
MiTAC Europe
Ltd.
Y Other
receivables-
related
parties
189,000 143,520 143,520 0 2 0 Operations 0 None 0 14,147,273 14,147,273
2 Silver Star
Developments Ltd.
Mio
Technology
Ltd.
Y Other
receivables-
related
parties
103,520 74,925 74,925 0 2 0 Operations 0 None 0 14,147,273 14,147,273

180

No. Creditor Borrower General
ledger
account
Is a related
party
Maximum outstanding
balance during the year
ended December 31,
2015
Balance at December
31, 2015
(Note 8)
Actual amount
drawn down
Interest rate Nature of
loan
Amount of
transactions
with the
borrower
Reason for
short-term
financing
Allowance
for
doubtful
accounts
Collateral Collateral Limit on loans
granted to a single
party
Ceiling on total
loansgranted
Footnote
Item Value
2 Silver Star
Developments Ltd.
Start Well
Technology
Limited
Y Other
receivables-
related
parties
1,004,445 1,004,445 22,977 0 2 0 Operations 0 None 0 14,147,273 14,147,273
2 Silver Star
Developments Ltd.
MiTAC Benelux
N.V.
Y Other
receivables-
related
parties
92,300 89,700 89,700 0 2 0 Operations 0 None 0 14,147,273 14,147,273
3 Tyan Computer
Corp.(USA)
Mitac
Information
Systems Corp.
Y Other
receivables-
related
parties
246,525 246,188 246,188 1.86% 2 0 Operations 0 None 0 259,339 259,339
  • Note 1: The numbers filled in for the loans provided by the Company or subsidiaries are as follows:

  • (1)The Company is ‘0’.

  • (2)The subsidiaries are numbered in order starting from ‘1’.

  • Note 2: The nature of loan are as follows:

  • (1) Ongoing business

  • (2) Short-term financing

Note 3: (1) MiTAC Holdings Corp. (the Company)'s total borrowing amount of short-term financing should not exceed 20% of the net worth on the latest financial statements audited or reviewed by independent accountants.

  • The borrowing amount for each borrowing company should not exceed 10% of the net worth of the Company.

  • (2) MiTAC International Corp's total amount of short-term financing should not exceed 20% of the net worth on the latest financial statements audited or reviewed by auditors; the borrowing amount to each borrowing company should not exceed 10% of the Company's net worth.

  • (3) If Silver Star Developments Ltd. was lending to foreign subsidiaries owned 100% directly and indirectly by the ultimate parent company, the borrowing amount to each borrowing company and the total borrowing

  • amount should not be higher than 200% of the paid-in capital on the latest financial statements audited by independent accountants.

  • (4) Silver Star Development Ltd.'s borrowing amount to each borrowing company and total borrowing amount of the parent company should not exceed 40% of the net worth on the latest financial statements audited by independent accountants.

  • (5) The borrowing amount and the total borrowing amount of Tyan Computer Corp. (USA) lending to the ultimate parent company's direct and indirect wholly-owned foreign subsidiaries should not exceed 200% of the paid-in capital on the latest financial statements audited by independent accountants.

181

MITAC HOLDINGS CORPORATION AND SUBSIDIARIES

Table 2

Provision of endorsements and guarantees to others

For the year ended December 31, 2015

Expressed in thousands of NTD

(Except as otherwise indicated)

Number
(Note 1)
Endorser/
guarantor
Party being
endorsed/guaranteed
Party being
endorsed/guaranteed
Limit on
endorsements/
guarantees
provided for a
single party
(Note 3)
Maximum
outstanding
endorsement/
guarantee
amount as of
December 31,
2015
Outstanding
endorsement/
guarantee
amount at
December 31,
2015
Actual amount
drawn down
Amount of
endorsements/
guarantees
secured with
collateral
Ratio of
accumulated
endorsement/
guarantee
amount to net
asset value of
the endorser/
guarantor
company
Ceiling on
total amount of
endorsements/
guarantees
provided
(Note 3)
Provision of
endorsements/
guarantees by
parent
company to
subsidiary
Provision of
endorsements/
guarantees by
subsidiary to
parent
company
Provision of
endorsements/
guarantees to
the party in
Mainland
China
Footnote
Companyname Relationship
with the
endorser/
guarantor
(Note 2)
0 MiTAC
Holdings Corp.
Tyan Computer
Corp.(USA)
3 16,814,189
$
98,280
$
98,280
$
98,280
$
-
$
0.29 16,814,189
$
Y N N
0 MiTAC
Holdings Corp.
MiTAC Computing
Technology Corp.
2 16,814,189 1,276,120 1,089,795 1,089,795 - 3.24 16,814,189 Y N N
0 MiTAC
Holdings Corp.
MiTAC Information
Systems Corp.
3 16,814,189 163,500 163,500 163,500 - 0.49 16,814,189 Y N N
0 MiTAC
Holdings Corp.
Tsu Sung
Investment Corp
3 16,814,189 100,000 100,000 - - 0.30 16,814,189 Y N N
1 MiTAC
International
Corp.
MiTAC Digital
Corporation
3 13,367,973 223,027 209,775 16,553 - 0.78 13,367,973 N N N
1 MiTAC
International
Corp.
MiTAC Information
Systems Corp.
3 13,367,973 91,140 - - - - 13,367,973 N N N
1 MiTAC
International
Corp.
MiTAC Computing
Technology Corp.
3 13,367,973 2,848,300 1,873,300 87,525 - 7.01 13,367,973 N N N
2 MiTAC
Computing
Technology
Corp.
MiTAC
International Corp.
3 2,297,797 1,749,300 774,300 - - 16.85 2,297,797 N N N

Note 1: The numbers filled in for the endorsements/guarantees provided by the Company or subsidiaries are as follows:

  • (1) The Company is ‘0’.

  • (2) The subsidiaries are numbered in order starting from ‘1’.

  • Note 2: Relationship between the endorser/guarantor and the party being endorsed/guaranteed is classified into the following six categories; fill in the number of category each case belongs to:

  • (1) The endorser/guarantor parent company owns directly more than 50% voting shares of the endorsed/guaranteed subsidiary.

  • (2) The endorser/guarantor parent company and its subsidiaries jointly own more than 50% voting shares of the endorsed/guaranteed company.

  • Note 3: (1) The endorsement and guarantees amount provided by MiTAC Holdings Corp. to each entity which is directly or indirectly held 50% or more of the voting power by the company should not exceed 50% of the net worth on the latest financial statements audited or reviewed by independent accountants.

182

Number
(Note 1)
Endorser/
guarantor
Party being
endorsed/guaranteed
Party being
endorsed/guaranteed
Limit on
endorsements/
guarantees
provided for a
single party
(Note 3)
Maximum
outstanding
endorsement/
guarantee
amount as of
December 31,
2015
Outstanding
endorsement/
guarantee
amount at
December 31,
2015
Actual amount
drawn down
Amount of
endorsements/
guarantees
secured with
collateral
Ratio of
accumulated
endorsement/
guarantee
amount to net
asset value of
the endorser/
guarantor
company
Ceiling on
total amount of
endorsements/
guarantees
provided
(Note 3)
Provision of
endorsements/
guarantees by
parent
company to
subsidiary
Provision of
endorsements/
guarantees by
subsidiary to
parent
company
Provision of
endorsements/
guarantees to
the party in
Mainland
China
Footnote
Companyname Relationship
with the
endorser/
guarantor
(Note 2)

(2) MiTAC Holding Corp's total endorsements and guarantees should not exceed 50% of the net worth on the latest financial statements audited or reviewed by independent accountants.

  • (3) The endorsement and guarantees amount provided by MiTAC International Corp. to each entity which is directly or indirectly held 50% or more of the voting power should not exceed 50% of its net worth on the latest financial statements audited or reviewed by independent accountants.

(4) The endorsement and guarantees amount provided by MiTAC International Corp. to each entity which the ultimate parent company directly or indirectly holds 100% of the voting power should not exceed 50% of its net worth on the latest financial statements audited or reviewed by independent accountants.

(5) MiTAC Internatioal Corp.'s total endorsements and guarantees should not exceed 50% of the net worth on the latest financial statmeents audited or reviewed by independent accountants.

183

MITAC HOLDINGS CORPORATION AND SUBSIDIARIES

Holding of marketable securities at the end of the period (not including subsidiaries, associates and joint ventures)

December 31, 2015

Table 3

Expressed in thousands of NTD (Except as otherwise indicated)

Securities held by Marketable securities Relationship with the
securities issuer
General ledger
account
As of December 31,2015 As of December 31,2015 As of December 31,2015 As of December 31,2015 Footnote
Number of shares Book value Ownership (%) Fair value
MiTAC International Corp. MiTAC International Corp. Same board chairman Financial assets
carried at cost-non
current
22,067,969 586,164
$
8.69 586,164
$
MiTAC International Corp. Overseas Investment & Development Corp. None Financial assets
carried at cost-non
current
1,000,000 10,000 1.11 10,000
MiTAC International Corp. Harbinger Venture Management Co., Ltd. Same board chairman Financial assets
carried at cost-non
current
7,727,225 34,584 14.05 34,584
MiTAC International Corp. Harbinger VI Same board chairman Financial assets
carried at cost-non
current
6,015,937 60,159 13.28 60,159
MiTAC International Corp. Harbinger VII Same board chairman Financial assets
carried at cost-non
current
7,500,000 75,000 10.73 75,000
MiTAC International Corp. UPC Technology Corp. Same board chairman Available-for-sale
financial assets-non
current
14,193,179 134,693 1.21 134,693
MiTAC International Corp. Lien Hwa Industrial Corp. Same board chairman Available-for-sale
financial assets-non
current
14,572,439 276,876 1.64 276,876
MiTAC International Corp. MiTAC Information Technology Corp. The Company's
chairman is MiTAC
Inc.'s director.
Available-for-sale
financial assets-non
current
6,520,558 49,935 6.52 49,935
MiTAC International Corp. Linpus Technology Corp. None Available-for-sale
financial assets-non
current
2,205,020 35,532 16.33 35,532 Note 2
Tsu Fung Investment Corp. Synnex Technology International Corp. None Available-for sale
financial assets-
current
3,297,119 105,673 0.21 105,673
Tsu Fung Investment Corp. UPC Technology Corp. None Available-for sale
financial assets-
current
14,351,669 136,197 1.23 136,197
Tsu Fung Investment Corp. Lien Hwa Industrial Corp. None Available-for sale
financial assets-
current
52,000 988 0.01 988
Tsu Fung Investment Corp. MiTAC Holding Corp. Ultimate parent
company
Available-for sale
financial assets-
current
10,183,284 253,055 1.32 253,055 Note 1

184

Securities held by Marketable securities Relationship with the
securities issuer
General ledger
account
As of December 31,2015 As of December 31,2015 As of December 31,2015 As of December 31,2015 Footnote
Number of shares Book value Ownership (%) Fair value
Tsu Fung Investment Corp. Getac Technology Corp. None Available-for sale
financial assets-
current
10,329,741 207,111
$
1.77 207,111
$
Tsu Fung Investment Corp. Loyalty Founder Enterprise Co., Ltd. None Available-for sale
financial assets-
current
51,331 521 0.04 521
Tsu Fung Investment Corp. National Aerospace Fasteners Corporation None Available-for sale
financial assets-
current
1,188 66 0.00 66
Tsu Fung Investment Corp. J Touch Corporation None Available-for sale
financial assets-
current
638,000 2,731 0.45 2,731
Tsu Fung Investment Corp. Uni-President Assets Management Corp. None Available-for sale
financial assets-
current
4,719,599 77,039 0.00 77,039
Tsu Fung Investment Corp. Prudential Financial Money Market Fund None Available-for sale
financial assets-
current
4,199,654 65,500 0.00 65,500
Tsu Fung Investment Corp. Linpus Technology Corp. None Available-for-sale
financial assets-non
current
493,516 7,952 3.66 7,952 Note 2
MiTAC International Corp. Harbinger Venture Management Co., Ltd. None Available-for-sale
financial assets-non
current
684,316 479 19.99 479
MiTAC International Corp. Cirocomm Technology None Available-for-sale
financial assets-non
current
2,352,086 13,863 4.73 13,863
MiTAC International Corp. G. Marso Electronics, Inc. None Available-for-sale
financial assets-non
current
253,363 - 1.16 -
MiTAC International Corp. MiTAC Information Technology Corp. None Available-for-sale
financial assets-non
current
3,965,814 30,370 3.97 30,370
MiTAC International Corp. Tung Da Investment Co., Ltd. None Available-for-sale
financial assets-non
current
4,630,492 47,384 19.99 47,384 Note 3
MiTAC International Corp. Lien Yung Investment Corp. None Financial assets
carried at cost-non
current
9,015,254 87,969 19.99 87,969
MiTAC International Corp. MiTAC Inc. None Financial assets
carried at cost-non
current
11,162,880 277,785 4.40 277,785
Silver Star Developments Ltd.(SSDL)
and its subsidiaries
Budworth Investments Ltd. None Financial assets
carried at cost-non
current
2,297,875 11,388 14.83 11,388

185

Securities held by Marketable securities Relationship with the
securities issuer
General ledger
account
As of December 31,2015 As of December 31,2015 As of December 31,2015 As of December 31,2015 Footnote
Number of shares Book value Ownership (%) Fair value
Silver Star Developments
Ltd.(SSDL)and its subsidiaries
Global Strategic Investment Inc. None Financial assets
carried at cost-non
current
245,000 -
$
1.26 -
$
Silver Star Developments
Ltd.(SSDL)and its subsidiaries
Gapura Inc. None Available-for-sale
financial assets-non
current
295,831 - 5.55 -
Silver Star Developments
Ltd.(SSDL)and its subsidiaries
Panasas Inc. None Available-for-sale
financial assets-non
current
13,913 - 0.04 -
Silver Star Developments
Ltd.(SSDL)and its subsidiaries
Rasilent Systems Inc. None Available-for-sale
financial assets-non
current
1,210,763 - 3.88 -
Silver Star Developments
Ltd.(SSDL)and its subsidiaries
Global Strategic Investment Inc.(SAMOA) None Available-for-sale
financial assets-non
current
434,946 15,105 1.23 15,105
Silver Star Developments
Ltd.(SSDL)and its subsidiaries
Cirocomm Technology Corp. None Available-for-sale
financial assets-non
current
2,352,086 13,863 4.73 13,863
Silver Star Developments
Ltd.(SSDL)and its subsidiaries
Physi-Cal Enterprises None Available-for-sale
financial assets-non
current
354 - 8.41 -
Silver Star Developments
Ltd.(SSDL)and its subsidiaries
Synnex Technology International Corp. None Available-for-sale
financial assets-non
current
2,955,921 94,737 0.19 94,737
Silver Star Developments
Ltd.(SSDL)and its subsidiaries
MiTAC Holding Corp. Ultimate parent
company
Available-for-sale
financial assets-non
current
1,381,944 34,341 0.18 34,341 Note 1

Note 1: The Company's shares held by Tsu Fung Investment Corp. and Silver Star Developments Ltd. are accounted for as treasury stocks.

Note 2: The Company's subsidiary - Tsu Fung Investment Corp. transferred its ownership of Linpus Technolgy Corp. by the net worth value to MiTAC International Corp. Such disposal gain has not been realised. Note 3: MiTAC International Corp. sold its shares of Tung Da Investment Co., Ltd. to Tsu Fung Investment Corp.,and such disposal gain has not yet been realised.

186

MITAC HOLDINGS CORPORATION AND SUBSIDIARIES

Acquisition of real estate reaching NT$300 million or 20% of paid-in capital or more

For the year ended December 31, 2015

Table 4

Table 4 Table 4 Table 4 Table 4 Table 4 Table 4 Table 4
Expressed in thousands of NTD
(Except as otherwise indicated)
Real estate
acquired by
Real estate
acquired
Date of the
event(Note)
Transaction
amount
Status of
payment
Counterparty Relationship
with the
counterparty
If the counterparty is a related party, information as to the last
transaction of the real estate is disclosed below:
Basis or
reference used
in setting the
price
Reason for
acquisition of
real estate and
status of the real
estate
Other
commitments
Original
owner who
sold the real
estate to the
counterparty
Relationship
between the
original
owner and the
acquirer
Date of the
original
transaction
Amount
MiTAC
International
Corp.
Corporate
Headquarters
Building
(booked as
construction in
progress)
2015.02.02 $ 1,634,000 In accordance
with the
provisions of the
contract
J.J.PAN AND
PARTERS, Architects
and Planners;
Lee Ming Construction
Co., Ltd.;
Environetics Design
Group, Inc.;
Herpin
Communication
Engineering Co., Ltd.
Non-related
party
- - - - Negotiation with
each other
Based on the
group's business
strategy
development,
the corporate
headquarters
building will be
the R&D center
to strengthen
our Taiwan
roots and
prepare for
future growth.
None

Note : Date of the event referred to herein is the date of contract signing date, date of payment, date of execution of a trading order, date of title transfer, date of board resolution, or other date that can confirm the counterparty and the monetary amount of the transaction, whichever is earlier.

187

MITAC HOLDINGS CORPORATION AND SUBSIDIARIES

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

For the year ended December 31, 2015

Table 5

Expressed in thousands of NTD (Except as otherwise indicated)

Expressed in thousands of NTD
(Except as otherwise indicated)
Expressed in thousands of NTD
(Except as otherwise indicated)
Purchaser/seller Counterparty Relationship with
the
counterparty
Transaction Differences in transaction
terms
Notes/accounts receivable(payable)
Purchases
(sales)
Amount Percentage of
total purchases
(sales)
Credit term Unitprice Credit term Balance Percentage of
total
notes/accounts
receivable
(payable)
MiTAC International Corp. MiTAC Digital Corp. Subsidary Sales 656,186)
(
14.14% Note 1 Note 3 Note 1 72,087
$
6.98%
MiTAC International Corp. MiTAC Europe Ltd. Subsidary Sales 530,931)
(
11.44% Note 1 Note 3 Note 1 321,128 31.11%
MiTAC International Corp. MiTAC Australia Pty Ltd. Subsidary Sales 363,592)
(
7.84% Note 1 Note 3 Note 1 236,930 22.95%
MiTAC International Corp. MiTAC Computer (Kunshan)
Ltd.
Subsidary Purchases 1,624,376 46.67% Note 2 Note 3 Note 2 1,326,202)
(
69.05%
MiTAC International Corp. MiTAC Computer (Shunde) Ltd. Subsidary Purchases 380,933 10.94% Note 2 Note 3 Note 2 298,051)
(
15.52%
MiTAC Computing
TechnologyCorp.
MiTAC Information Systems
Corp.
Subsidary Sales 15,574,004)
(
54.79% Note 1 Note 3 Note 1 3,316,499 65.62%
MiTAC Computing
TechnologyCorp.
MiTAC Computer (Shunde) Ltd. Affiliate Purchases 7,688,072 32.63% Note 2 Note 3 Note 2 3,170,986)
(
73.81%
MiTAC Computing
TechnologyCorp.
Tyan Computer Corp.(USA) Subsidary Sales 1,406,834)
(
4.95% Note 1 Note 3 Note 1 246,422 4.88%
MiTAC Computing
TechnologyCorp.
Tyan Computer Corp.(USA) Subsidary Purchases 545,877 2.32% Note 2 Note 3 Note 2 - -
MiTAC Computing
TechnologyCorp.
MiTAC Logistics Corp. Subsidary Sales 733,560)
(
2.58% Note 1 Note 3 Note 1 103,166 2.04%
MiTAC Computing
TechnologyCorp.
MiTAC Computer (Kunshan)
Ltd.
Affiliate Purchases 103,361 0.44% Note 2 Note 3 Note 2 101,534)
(
2.36%
MiTAC Computing
TechnologyCorp.
Synnex Corp. and its subsidary Associate Sales 1,213,711)
(
4.27% Note 1 Note 3 Note 1 252,691 5.00%
MiTAC Computing
TechnologyCorp.
Loyalty Founder Enterprise Co.,
Ltd.
Associate Purchases 667,524 2.83% Note 2 Note 3 Note 2 172,914)
(
4.03%
Silver Star Developments
Ltd.(SSDL) and its subsidiary
MiTAC International Corp. Parent Company Sales 2,007,905)
(
10.13% Note 1 Note 3 Note 1 1,624,253 23.88%

188

Purchaser/seller Counterparty Relationship with
the
counterparty
Transaction Transaction Transaction Transaction Differences in transaction
terms
Differences in transaction
terms
Notes/accounts receivable(payable) Notes/accounts receivable(payable)
Purchases
(sales)
Amount Percentage of
total purchases
(sales)
Credit term Unitprice Credit term Balance Percentage of
total
notes/accounts
receivable
(payable)
Silver Star Developments
Ltd.(SSDL) and its subsidiary
MiTAC International Corp. Parent Company Purchases 1,569,776 8.67% Note 2 Note 3 Note 2 635,883)
(
15.53%
Silver Star Developments
Ltd.(SSDL) and its subsidiary
MiTAC Computing Technology
Corp.
Affiliate Sales 7,791,433)
(
39.30% Note 1 Note 3 Note 1 3,315,833 48.76%
MiTAC Technology UK Ltd.
And its subsidiary
MiTAC Computing Technology
Corp.
Parent Company Purchases 547,971)
(
1.69% Note 1 Note 3 Note 1 - -
MiTAC Technology UK Ltd.
And its subsidiary
MiTAC Computing Technology
Corp.
Parent Company Sales 17,714,398 55.76% Note 2 Note 3 Note 2 3,666,088)
(
69.39%
  • Note 1: The Group's credit term for foreign related parties is to collect within 5 months based on the net amount of receivables after offseting against payables, which takes into consideration the reasonable amount of time for the Company to ship products to each company and for the companies to sell the products and collect the sales. The Group's credit term for domestic related parties is 3 months from the date of shiipment for the collection of the net amount of receivables after offsetting against payables; the credit term for third parties is an average of 3 months after the date of shipment.

  • Note 2: The Group's payment term for foreign related parties is within 5 months for the collection of the net amount of receivables after offsetting against payables, which is in accordance with the Group's credit policies of accounts receivable with foreign related parties, the Grouup's payment term for domestic related parties is 3 months from the date of shipment from the counterparty for the net amount of receivables after offsetting against payables; the payment term for third parties is an average of 3 months after the date of shipment from the counterparty.

Note 3: The selling price to related parties is based on market value.

189

MITAC HOLDINGS CORPORATION AND SUBSIDIARIES

Receivables from related parties reaching NT$100 million or 20% of paid-in capital or more

December 31, 2015

Table 6

Table 6 Table 6 Table 6
Expressed in thousands of NTD
(Except as otherwise indicated)
Creditor Counterparty Relationship
with the
counterparty
Balance as at December 31, 2015 Turnover rate Overdue receivables Amount collected
subsequent to the
balance sheet date
Allowance for
doubtful accounts
Amount
receivables
Other
receivables
Amount Action
taken
MiTAC Holdings Corp. MiTAC Computing Technology Corp. Subsidiary -
$
195,495
$
- -
$
Not
Applicable
-
$
-
$
MiTAC International Corp. MiTAC Europe Ltd. Subsidiary 321,128 648 1.96 51,334 Not
Applicable
59,662 -
MiTAC International Corp. MiTAC Australia Pty Ltd. Subsidiary 236,930 2,013 1.49 - Not
Applicable
59,058 -
MiTAC International Corp. MiTAC Holdings Corp. Parent Company - 114,883 - - Not
Applicable
- -
MiTAC Computing Technology Corp. MiTAC Information Systems Corp. Subsidiary 3,316,499 - 4.08 - Not
Applicable
1,121,796 -
MiTAC Computing Technology Corp. MiTAC Logistics Corp. Subsidiary 103,166 250 7.14 - Not
Applicable
121,367 -
MiTAC Computing Technology Corp. Synnex Corp. and its subsidiary Associate 252,691 - 9.61 - Not
Applicable
253,269 -
MiTAC Computing Technology Corp. Tyan Computer Corp.(USA) Subsidiary 246,422 461 6.97 - Not
Applicable
274,026 -
Silver Star Developments
Ltd.(SSDL)and its subsidiary
MiTAC International Corp. Parent Company 1,624,253 9,841 1.18 - Not
Applicable
215,275 -
Silver Star Developments
Ltd.(SSDL)and its subsidiary
MiTAC Computing Technology Corp. Affiliate 3,315,833 57,321 1.89 - Not
Applicable
1,333,929 -

190

MITAC HOLDINGS CORPORATION AND SUBSIDIARIES

Table 7

Significant inter-company transactions during the reporting periods

For the year ended December 31, 2015

Expressed in thousands of NTD (Except as otherwise indicated)

(Except as otherwise indicated) (Except as otherwise indicated) (Except as otherwise indicated) (Except as otherwise indicated)
Number
(Note 1)
Companyname Counterparty Relationship
(Note 2)
Transaction
General ledger account Amount Transaction terms Percentage of consolidated
total operating revenues or
total assets(Note 3)
0 MiTAC Holdings Corp. MiTAC International Corp. 1 Other receivables $ 1,500,909 3.32%
1 MiTAC International Corp. MiTAC Computing Technology Corp. 3 Other income 238,486 0.48%
1 MiTAC International Corp. MiTAC Computing Technology Corp. 3 Other receivables 1,040,842 2.30%
1 MiTAC International Corp. Silver Star Developments Ltd. and its subsidiary 3 Sales 1,569,776 Note 4 3.14%
1 MiTAC International Corp. Silver Star Developments Ltd. and its subsidiary 3 Purchases 2,007,905 Note 5 4.01%
1 MiTAC International Corp. Silver Star Developments Ltd. and its subsidiary 3 Accounts receivable 635,883 Note 4 1.41%
1 MiTAC International Corp. Silver Star Developments Ltd. and its subsidiary 3 Accounts payable 1,624,253 Note 5 3.60%
2 MiTAC Computing Technology Corp. MiTAC Technology UK Ltd. and its subsidiary 3 Sales 17,714,398 Note 4 35.39%
2 MiTAC Computing Technology Corp. MiTAC Technology UK Ltd.and its subsidiary 3 Purchases 547,971 Note 5 1.09%
2 MiTAC Computing Technology Corp. MiTAC Technology UK Ltd. and its subsidiary 3 Accounts receivable 3,666,088 Note 4 8.12%
2 MiTAC Computing Technology Corp. Silver Star Developments Ltd.and its subsidiary 3 Purchases 7,791,433 Note 5 15.57%
2 MiTAC Computing Technology Corp. Silver Star Developments Ltd.and its subsidiary 3 Accounts payable 3,315,833 Note 5 7.34%
3 Silver Star Developments Ltd. and its subsidiary MiTAC International Corp. 3 Other receivables 764,816 1.69%

Note 1: The numbers filled in for the transaction company in respect of inter-company transactions are as follows:

  • (1) Parent company is "0".

  • (2) The subsidiaries are numbered in order starting from "1".

Note 2: Relationship between transaction company and counterparty is classified into the following three categories:

  • (1) Parent company to subsidiary.

  • (2) Subsidiary to parent company.

  • (3) Subsidiary to subsidiary.

  • Note 3: Regarding percentage of transaction amount to consolidated total operating revenues or total assets, it is computed based on period-end balance of transaction to consolidated total assets for balance sheet accounts and based on accumulated transaction amount for the period to consolidated total operating revenues for income statement accounts.

  • Note 4: The Group's credit term for foreign related parties is 5 months for the collection of the net amount of receivables after offsetting against payables, which takes into consideration the reasonable amount of time for the Company to ship the products to each company and for the collection of the accounts. The company's sales price with related parties is based on the intermational market trends and the region the sales were made.

  • Note 5: The Group's payment term for foreign related parties is 5 months for the collection of the net amount of receivables after offsetting against payables after checking and the transaction price is based on the international market trends and the region the sales were made.

  • Note 6: The Company may decide to disclose or not to disclose transaction details in this table based on the Materiality Principle.

191

MITAC HOLDINGS CORPORATION AND SUBSIDIARIES

Information on investees

For the year ended December 31, 2015

Table 8

Table 8 Table 8 Table 8 Table 8
Expressed in thousands of NTD
(Except as otherwise indicated)
Investor Investee Location Main business
activities
Initial investment amount Shares held as at December 31,2015 Net profit (loss)
of the investee
for the year
ended December
31, 2015
Investment
income (loss)
recognised by the
Company for the
year ended
December 31,
2015
Footnote
Balance as at
December 31,
2015
Balance as at
December 31,
2014
Number of shares
(Note)
Ownership
(%)
Book value
MiTAC Holding Corp. MiTAC International Corp. Taiwan Development, design
and manufacturing and
sale of computers and
its peripherals,
telecommunication
related products
26,239,187
$
26,239,187
$
1,429,218,313 100.00 26,477,089
$
810,982
$
810,982
$
Subsidiary
MiTAC Holding Corp. MiTAC Computing Technology
Corp.
Taiwan Development, design
and manufacturing and
sale of computers and
its peripherals,
telecommunication
related products
3,419,621 3,419,621 232,757,102 100.00 4,539,810 960,370 960,370 Subsidiary
MiTAC International Corp. Getac Technology Corp. Taiwan Manufacturing and sale
of notebook computers,
military and industrial
computer systems, etc.
1,391,549 1,391,549 190,396,939 32.90 4,512,388 1,274,281 Associate
MiTAC International Corp. Tsu Fung Investment Corp. Taiwan Investment 625,000 625,000 128,584,651 100.00 1,336,768 29,583 Subsidiary
MiTAC International Corp. 3Probe Technologies Corp. Taiwan Information process
service, sales of
software and
international trading.
16,839 16,839 1,086,000 23.25 10,077 5,652 Associate
MiTAC International Corp. DLC Technology Corp. Taiwan Research, development
and related technical
advisory services
- 25,755 - 100.00 - - Subsidiary
in the
processing
of
liquidation
MiTAC International Corp. Lian Jie Investment Co., Ltd. Taiwan Investment 113,057 113,057 11,305,650 49.98 122,040 19,020 Associate

192

Investor Investee Location Main business
activities
Initial investment amount Initial investment amount Shares held as at December 31,2015 Shares held as at December 31,2015 Shares held as at December 31,2015 Net profit (loss)
of the investee
for the year
ended December
31, 2015
Investment
income (loss)
recognised by the
Company for the
year ended
December 31,
2015
Footnote
Balance as at
December 31,
2015
Balance as at
December 31,
2014
Number of shares
(Note)
Ownership
(%)
Book value
MiTAC International Corp. Lian Jie II Investment Co., Ltd. Taiwan Investment 32,500 - 3,250,000 32.50 32,474 79)
(
Associate
MiTAC International Corp. Silver Star Developments
Ltd.and its subsidiary
British Virgin
Islands
Investment 7,073,637 7,073,637 215,495,404 100.00 17,469,022 827,968 Subsidiary
MiTAC International Corp. Loyalty Founder Enterprise Co.,
Ltd.
Taiwan Sales and
manufacturing of metal
and plastic electronics
enclosure
150,000 150,000 36,368,453 25.24 381,096 42,274 Associate
MiTAC International Corp. Green Share Corp. Taiwan Investment 85,594 85,594 8,559,400 47.55 83,018 362)
(
Associate
MiTAC International Corp. Shen-Tong Construction &
Development Co., ltd.
Taiwan Building and factory
construction, leasing
and sales
30,704 30,704 2,000,000 100.00 22,561 1,399 Subsidiary
MiTAC International Corp. Mio Technology Corp. Taiwan Sale of communication
products and related
after-sale services
8,550 8,550 166,667 100.00 594 104 Subsidiary
MiTAC International Corp. MiWell Technology Corp. Taiwan Information / software
services and retail
business
7,839 7,839 783,900 48.99 8,774 2,545 Associate
MiTAC Computing Technology
Corp.
MiTAC Technology UK Ltd.
and its subsidiary
UK Sale of computers and
its peripherals, and
hardware, software and
relatedproducts
1,948,381 1,948,381 62,909,737 100.00 2,124,280 140,146 Subsidiary
Silver Star Developments Ltd.
and its subsidiaries
Harbinger II(BVI) Venture
Capital Corp.
British Virgin
Islands
Investment 29,814 29,814 908,284 49.96 27,148 10,387)
(
Associate
Silver Star Developments Ltd.
and its subsidiaries
Mainpower International Ltd. British Virgin
Islands
Investment 180,538 180,538 5,500,001 14.76 199,908 1,059)
(
Associate
Silver Star Developments Ltd.
and its subsidiaries
Synnex Corp. USA Information process
services, sales of
computer peripheral,
system and network
products
534,592 534,592 5,551,764 13.99 8,287,761 6,539,520 Associate
Silver Star Developments Ltd.
and its subsidiaries
Harbinger Ruyi Venture Ltd. British Virgin
Islands
Investment 32,825 32,825 1,000,000 28.57 36,010 1,971)
(
Associate

193

Investor Investee Location Main business
activities
Initial investment amount Initial investment amount Shares held as at December 31,2015 Shares held as at December 31,2015 Shares held as at December 31,2015 Net profit (loss)
of the investee
for the year
ended December
31, 2015
Investment
income (loss)
recognised by the
Company for the
year ended
December 31,
2015
Footnote
Balance as at
December 31,
2015
Balance as at
December 31,
2014
Number of shares
(Note)
Ownership
(%)
Book value
Silver Star Developments Ltd.
and its subsidiaries
Harbinger Ruyi II Venture Ltd. British Virgin
Islands
Investment 32,825 - 10,000 32.26 32,830 14 Associate

194

MITAC HOLDINGS CORPORATION AND SUBSIDIARIES

Information on investments in Mainland China

For the year ended December 31, 2015

Table 9

Table 9 Table 9 Table 9 Table 9 Table 9
Expressed in thousands of NTD
(Except as otherwise indicated)
Investee in Mainland
China
Main business
activities
Paid-in capital Investment
method
(Note 1)
Accumulated
amount of
remittance from
Taiwan to
Mainland China
as of January 1,
2015
Amount remitted from
Taiwan to
Mainland China/
Amount remitted back
to Taiwan for the year
ended December 31, 2015
Accumulated
amount of
remittance from
Taiwan to
Mainland China
as of December
31, 2015
Net income of
investee as of
December 31,
2015
Ownership
held by the
Company
(direct or
indirect)
Investment
income (loss)
recognised by
the Company
for the year
ended
December 31,
2015(Note 2)
Book value of
investments in
Mainland China
as of December
31, 2015
Accumulated
amount
of investment
income
remitted back to
Taiwan as of
December 31,
2015
Footnote
Remitted to
Mainland
China
Remitted
back
to Taiwan
MiTAC Computer
(Shunde) Corp.
Manufacturing of
computer cases and
monitors. Etc.
3,081,099
$
2 2,291,185
$
-
$
-
$
2,291,185
$
61,512
$
100.00 61,512
$
3,419,942
$
-
$
MiTAC Computer
(Kunshan) Co., Ltd.
Sales and
manufacturing of
computer
accessories,
hardware, software
and related services
1,520,081 2 942,078 - - 942,078 4,122 100.00 4,122 2,045,828 -
MiTAC Service
(Shanghai) Co., Ltd.
Testing, repair and
display of
computer
components and
related products,
and related
technical advisory
services and after-
sale services
41,345 2 32,825 - - 32,825 22,215)
(
100.00 22,215)
(
14,899 -
MiTAC Technology
(Kunshan) Co., Ltd.
Testing, repair and
display of
computer
components and
related products,
and related
technical advisory
services and after-
sale services
41,344 2 32,825 - - 32,825 11,192)
(
100.00 11,192)
(
54,199 -

195

Investee in Mainland
China
Main business
activities
Paid-in capital Investment
method
(Note 1)
Accumulated
amount of
remittance from
Taiwan to
Mainland China
as of January 1,
2015
Amount remitted from
Taiwan to
Mainland China/
Amount remitted back
to Taiwan for the year
ended December 31, 2015
Amount remitted from
Taiwan to
Mainland China/
Amount remitted back
to Taiwan for the year
ended December 31, 2015
Accumulated
amount of
remittance from
Taiwan to
Mainland China
as of December
31, 2015
Net income of
investee as of
December 31,
2015
Ownership
held by the
Company
(direct or
indirect)
Investment
income (loss)
recognised by
the Company
for the year
ended
December 31,
2015(Note 2)
Book value of
investments in
Mainland China
as of December
31, 2015
Accumulated
amount
of investment
income
remitted back to
Taiwan as of
December 31,
2015
Footnote
Remitted to
Mainland
China
Remitted
back
to Taiwan
MiTAC Research
(ShangHai) Ltd.
Research,
development and
production of
computer software,
sales of own-
produced products
and related
technical advisory
services
214,985
$
2 170,690
$
- - 170,690
$
20,313
$
100.00 20,313
$
442,302
$
-
$
Shzhou MiTAC
Precision Technology
Co., Ltd.
Design and
manufacturing of
computer chassis
and its
1,633,189 2 443,138 - - 443,138 29,120 29.91 8,754 489,343 -
Mio Technology Ltd. Sales of
communication
products and
related after-sale
services
9,790 2 8,206 - - 8,206 12,530 100.00 12,530 9,590 -
MiTAC Logistic Service
(Kunshan) Ltd.
Agency of freight
transport, export
and import trading
and warehousing
services
34,070 2 32,825 - - 32,825 953 100.00 953 36,387 -
MiTAC Information
Technology Ltd.
After-sales
maintenance,
testing, consulting
services and related
support technology
services
10,232 2 9,848 - - 9,848 16,058 100.00 16,058 66,411 -

196

Investee in Mainland
China
Main business
activities
Paid-in capital Investment
method
(Note 1)
Accumulated
amount of
remittance from
Taiwan to
Mainland China
as of January 1,
2015
Amount remitted from
Taiwan to
Mainland China/
Amount remitted back
to Taiwan for the year
ended December 31, 2015
Amount remitted from
Taiwan to
Mainland China/
Amount remitted back
to Taiwan for the year
ended December 31, 2015
Accumulated
amount of
remittance from
Taiwan to
Mainland China
as of December
31, 2015
Net income of
investee as of
December 31,
2015
Ownership
held by the
Company
(direct or
indirect)
Investment
income (loss)
recognised by
the Company
for the year
ended
December 31,
2015(Note 2)
Book value of
investments in
Mainland China
as of December
31, 2015
Accumulated
amount
of investment
income
remitted back to
Taiwan as of
December 31,
2015
Footnote
Remitted to
Mainland
China
Remitted
back
to Taiwan
MiTAC Innovation
(Kunshan) Ltd.
Research and
development of
computer, server,
mobile phone,
PDA, GNSS and
GPS, and related
technology transfer,
technical services
32,820 2 32,825 - - 32,825 5,872 100.00 5,872 61,391 -
CGK Zhong Shan Co.,
Ltd.
Manufacture and
sales of optical
glass, in-touch
display system
components and
touch display mode
Organizations.
252,329
$
2 1,828
$
- - 1,828
$
31,588)
($
0.70 -
$
1,828
$
-
MiTAC Electronics
(Foshan) Co., Ltd.
Manufacture of
computer
mainboard,
motherboard.
127,822 3 - - - - 1,772 100.00 1,772 129,072 -
Orient Optical Crystal
Mfg. CO.
Manufacturing of
protective cover
glass
20,317 2 147 - - 147 2,866 0.70 - 147 -
MiTAC Telematics
Technology Corporation
Sales of self-
produced products
and related after-
sale services
9,990 3 - - - - 1,486)
(
100.00 1,486)
(
2,382 -
Vango Technologies
Inc.
Research and
development and
manufacture and
sales of integrated
circuit and modular
software, and
related technology
transfer, technical
services
213,141 2 - 13,633 - 13,633 26,518 4.51 - 13,633 -

197

Investee in Mainland
China
Main business
activities
Paid-in capital Investment
method
(Note 1)
Accumulated
amount of
remittance from
Taiwan to
Mainland China
as of January 1,
2015
Amount remitted from
Taiwan to
Mainland China/
Amount remitted back
to Taiwan for the year
ended December 31, 2015
Amount remitted from
Taiwan to
Mainland China/
Amount remitted back
to Taiwan for the year
ended December 31, 2015
Accumulated
amount of
remittance from
Taiwan to
Mainland China
as of December
31, 2015
Net income of
investee as of
December 31,
2015
Ownership
held by the
Company
(direct or
indirect)
Investment
income (loss)
recognised by
the Company
for the year
ended
December 31,
2015(Note 2)
Book value of
investments in
Mainland China
as of December
31, 2015
Accumulated
amount
of investment
income
remitted back to
Taiwan as of
December 31,
2015
Footnote
Remitted to
Mainland
China
Remitted
back
to Taiwan
MiTAC Investment
HoldingLtd.
Investment
Holdings
3,195 2 - - - - - 100.00 - 3,195 -
MiTAC Information
Systems (Kunshan) Co.,
Ltd.
Sales and
manufacturing of
computer
accessories,
hardware, software
and related services
4,995 3 - - - - - 100.00 - 4,995 -

Note 1: Investment methods are classified into the following three categories:

  • (1) Directly invest in a company in Mainland China.

  • (2) Invest in the investees in Mainland China through Silver Star Developments Ltd. and its subsidiaries which are located in the third area.

  • (3) Others:Invest in Mainland China through investees in Mainland Chian.

  • Note 2: In the 'Investment income (loss)recognised by the Company for the year ended December 31, 2015' column:

  • (1) It should be indicated if the investee was still in the incorporation arrangements and had not yet generated any profit during this period.

  • (2) Indicate the basis for investment income (loss) recognition in the number of one of the following three categories:

    • A. The financial statements were audited and attested by international accounting firm which has cooperative relationship with accounting firm in R.O.C..

    • B. The financial statements were audited and attested by R.O.C. parent company's CPA.

    • C. The financial statements were not audited and attested by independent accountants.

  • (3) The basis for investment income (loss) recognition for MiTAC computer (Shunde) Corp., MiTAC Computer (Kunshan) Co., Ltd., MiTAC Research (ShangHai) Ltd., and Shzhou MiTAC Precision Technology Co., Ltd. is category B, the others are category C.

198

Companyname Accumulated amount of remittance from
Taiwan to Mainland China as of December
31,2015
Investment
amount approved
by the Investment
Commission of
the Ministry of
Economic Affairs
(MOEA)
Ceiling on
investments in
Mainland China
imposed by the
Investment
Commission of
MOEA(Note 3)
MiTAC International Corp. $ 4,405,166 $ 6,374,666

Note 3: In accordance with the "Regulations Governing the Permission of Investment or Techical Cooperation in Mainland Area", MiTAC International Corp. has acquired the Business Operation Headquarter Certificate (Jing-Shou-Gong-Zi Ltetter. No. 10220408560) issued by the Industrial Development Bureau of the Ministry of Economic Affairs, which exempts the Company form the limitation on the amount of investment in Mainland China..

  • B. Significant transactions conducted with investees in Mainland China:

MiTAC International Corp. and MiTAC Computing Technology Corp's delivery service expenses with investees in Mainland China for the year ended December 31, 2015 amounted to $120,942, for details of other significant transactions, please refer to table 1 and table 5.

199

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