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POWERTECH — Annual Report 2017
Jul 23, 2018
52310_rns_2018-07-23_f9727f0a-2261-4df5-97f1-d576a586f0a3.pdf
Annual Report
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Stock Code: 3296
POWERTECH INDUSTRIAL CO.,LTD.
2017
Annual Report
Notice to readers
This English-version annual report is a summary translation of the Chinese version and is not an official document of the shareholders’ meeting. If there is any discrepancy between the English and Chinese versions, the Chinese version shall prevail.
Taiwan Stock Exchange Market Observation Post System: http://newmops.twse.com.tw
POWERTECH 2017 Annual Report is available at: http://www.power-tech.com.tw Printed on 04 15, 2018
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Spokesperson
Name: Kevin Kuo Title: Vice President and CFO Tel: 886-2-8221 5588 E-mail: [email protected]
Headquarters, Branches and Plant
Headquarters Address: 10F., No.407, Sec. 2, Zhong Shan Rd., Zhonghe Dist., New Taipei City 23558, Taiwan(R.O.C.)
Deputy Spokesperson
Name: Josh Tsai Title: Vice president Tel: 886-2-8221 5588 E-mail: [email protected]
Registrar Agent
Tel: +886-2- 8221 5588
Plant
Address: No.168, Yong-Tai Rd., Hou-Chieh Village, Hou-Chieh Town, Dongguan City, Guangdong China Tel: +86-769- 8581 8977
Grand Fortune Securities Co.,Ltd. Address: 5-7F., No.6, Sec. 1, Zhongxiao E. Rd., Zhongzheng Dist., Taipei City 100, Taiwan (R.O.C.) Tel: 886-2-2383 6888 Website: http://www.gfortune.com.tw
Auditors
KPMG Auditors: HSU, YU-FENG , MEI, YUAN-CHEN
Address: 68Fl, Taipei 101 Tower No.7,Sec.5, Xinyi Road, Taipei 11049, Taiwan, R.O.C. Tel.: 886-2-8101 6666 Website: http://www.kpmg.com.tw
DOMESTIC STOCK EXCHANGE LISTING
POWERTECH Common shares
Taiwan Stock Exchange Corporation http://www.tse.com.tw/en/
Corporate Website
http://www.power-tech.com.tw
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Contents
I. Letter to Shareholders ............................................................................................ 1 II. Company Profile 2.1 Date of Incorporation.............................................................................................. 6 2.2 Company History ……… ...................................................................................... 6 III. Corporate Governance Report 3.1 Organization............................................................................................................ 7 3.2 Directors, Supervisors and Management Team………………………………….9 3.3 Implementation of Corporate Governance ........................................................... 23 3.4 Information Regarding the Company’s Audit Fee and Independence.................. 59 3.5 Changes in Shareholding of Directors, Supervisors, Managers and Major Shareholders……………………………………………………………………..61 3.6 Relationship among the Top Ten Shareholders………..……....………...………62 3.7 Ownership of Shares in Affiliated Enterprises ……………………………63 IV. Capital Overview 4.1 Capital and Shares………………………………………………………….……65 4.2 Bonds…………….………………………………………………………….……71 4.3 Global Depository Receipts ….…………………………………………….……72 4.4 Employee Stock Options…………………………………………………………72 4.5 Status of New Shares Issuance in Connection with Mergers and Acquisitions….72 4.6 Financing Plans and Implementation……………………………………...……..72 V. Operational Highlights 5.1 Business Activities……………………………………………………………….73 5.2 Market and Sales Overview…………………………………….………..………76 5.3 Human Resources……….……………………………………………………….80 5.4 Environmental Protection Expenditure………….……………………………….80 5.5 Labor Relations…………………………………………………………………81 5.6 Important Contracts………………………………………………………………81 VI. Financial Information 6.1 Five-Year Financial Summary………………………………………….………..81 6.2 Five-Year Financial Analysis…………………………………………….………84 6.3 Supervisors’ or Audit Committee’s Report in the Most Recent Year……………85 6.4 Financial Statements for the Years Ended December 31, 2015 and 2014, and Independent Auditors’ Report………………………………..………………….85
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VII. Review of Financial Conditions, Operating Results, and Risk Management 7.1 Analysis of Financial Status……………………………………………………..86 7.2 Analysis of Operation Results……………………………………………..…….87 7.3 Analysis of Cash Flow………………………………………..…………………88 7.4 Major Capital Expenditure Items………………………………………………89 7.5 Investment Policy in Last Year, Main Causes for Profits or Losses, Improvement Plans and the Investment Plans for the Coming Year……….……89 7.6 Analysis of Risk Management…………………………………………….……..90 VIII. Special Disclosure 8.1 Summary of Affiliated Companies……………………………………..….……92 8.2 Private Placement Securities in the Most Recent Years………………………….92 8.3 The Shares in the Company Held or Disposed of by Subsidiaries in the Most Recent Years………………………………………………….…….92 Attachment Powertech industrial co., ltd and its subsidiaries Consolidated Financial Statements………………………………………………………………………….93
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I. Letter to Shareholders
Dear Shareholders,
In fiscal 2017, the consolidated operating income was $ 2,858,629 (thousand NT), representing a decrease of $ 35,346 (thousand NT) or 1.22% for 2016. The consolidated operating margin for the year was $ 468,439 (thousand NT), down by $ 81,024 (thousand NT) or 14.75% over year of 2016. The After –tax profit of year 2017 was 2,365 (thousand NT) ,a decrease of 127,538 (thousand NT), a decrease of 98.18% for year 2016.
In order to lead the global economy out of the shadow of deflation, The U.S. F.E.D. to Implement the Largest Financial Flaw in History. After that, global stock markets reached new highs, but this tidal wave spillover effect began to appear, and all kinds of raw material prices are ready to go up. After the United States President Trump he wanted to enhance the "Made in the United States" to pull the manufacturing industry back to the United States, deliberately guiding the devaluation of the US dollar to create favorable conditions for U.S. exports. Caused major Asian currencies to soar in exchange rates during the year 2017 (NTD 7.72% appreciation; RMB appreciation 6.67%) affecting revenue and operating costs. In addition, the main raw material market was also subject to speculation by speculators and surged due to the easing of international funds. As a result, the company’s production cost was high, which caused the overall operating performance in the year 2017 to be lower than that in the year 2016.
Looking forward to the year 2018, looking at the recent international economic situation, updated data released by international forecasting agencies such as the World Bank, Global Insight, and the International Monetary Fund show that global economic growth is still growing in 2018. However, compared to 2017, it will slow down and the overall forecasted risk appears to be roughly balanced. However, in the medium-term, it still tends to be downward. It may increase the possibility of financial market adjustment due to overvaluation of assets and severe contraction of the term premium, which may inhibit the possibility of Increase and dampen confidence
The core inflation and interest rates that may trigger the economy have risen faster than expected. At the same time, the World Bank predicts that the economic growth rate of the US economy will reach 2.5% in 2018. However, rising protectionism or deteriorating financial conditions in the United States
1
may subvert the regional and global economic growth and bring uncertainties to global trade and investment. The growth rate of China's economy in 2018 is expected to slow down to 6.4%. The main reasons for the slowdown include the fragility of the financial system, excessive domestic debt, large external financing demand, and limited policy buffer capacity. Although the unpredictable factors in the global market may increase and the competition at the supply side is heating up, the Company will continue to actively launch new products and develop new markets. In the follow-up, the Company will continue to actively engage in the integration of production and sales as well as the enhancement of competitiveness.
Operating Performance in 2017
- The implementation of business plans
| Unit: NT$ thousands | Unit: NT$ thousands | Unit: NT$ thousands | Unit: NT$ thousands | Unit: NT$ thousands | Unit: NT$ thousands | |
|---|---|---|---|---|---|---|
| Item | 2017 | 2016 | Increase/decrease | |||
| NT | % | NT | % | NT | % | |
| OperatingIncome | 2,858,629 | 100.00% | 2,893,975 | 100.00% | (35,346) | (1.22%) |
| OperatingMargin | 468,439 | 16.39% | 549,463 | 18.99% | (81,024) | (14.75%) |
| OperatingInterest | 52,892 | 1.85% | 103,827 | 3.59% | (50,935) | (49.06%) |
| Pre-tax netprofit | 14,152 | 0.50% | 145,071 | 5.01% | (130,919) | (90.24%) |
| After-taxprofit | 2,365 | 0.08% | 129,903 | 4.49% | (127,538) | (98.18%) |
- Budget implementation
Unit: in thousands
| 項目 | Amount(actual) | Amount(budget) | Actual/budget |
|---|---|---|---|
| Surge Protector for IT Peripherals |
12,138 | 15,134 | 80.20% |
| Power Noise Filter for Audio and Video Devices |
621 |
530 | 117.17% |
| IoT and Smart Home Power SafetySystem |
823 | 1,779 | 46.26% |
| Others | 476 | 5 | 9,520% |
| Total | 14,058 | 17,448 | 80.57% |
- Analysis of financial revenue and expenditure and profitability
2
Unit : in thousand NT
| Unit : in | thousand NT | |||
|---|---|---|---|---|
| item | 2017 | 2016 | Increase/ decrease |
|
| Revenue and Expenditure |
Revenue | 2,858,629 | 2,893,975 | (1.22%) |
| Operatingmargin | 468,439 | 549,463 | (14.75%) | |
| Netprofit after tax | 2,365 | 129,903 | (98.18%) | |
| Profitability | ROA(%) | 0.12% | 5.00% | (97.70%) |
| ROE(%) | 0.14% | 7.18% | (98.02%) | |
| Net return (%) | 0.08% | 4.49% | (98.16%) | |
| Retrospective EPS(元) | 0.02 | 1.22 | (98.36%) |
- Research and development status
Unit : in thousand NT
| search and development status |
Unit : in thousand NT |
|---|---|
| Item | Amount |
| R&D costs | 146,292 |
| Net operatingincome | 2,858,629 |
| Accounting for net operating income ratio |
5.12% |
Business Plan for 2018
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Business objectives
-
Good customer service, to develop new customers, new markets and new applications to expand the scale of operation of the company.
-
Strengthen the core technology research and development, the development of higher value-added new products to increase the competitive threshold to enhance profitability.
-
To carry out patent distribution, and strengthen the protection of intellectual property rights to improve the barriers to industrial access.
-
Strict control costs, improve management efficiency, enhance international competitiveness.
-
Sales forecast and sales policy
3
| Item | Quantity |
|---|---|
| Surge Protector for IT Peripherals | 14,500 |
| Power Noise Filter for Audio and Video Devices | 120 |
| IoT and Smart Home Power SafetySystem | 1,695 |
| Other | 329 |
| Total | 16,644 |
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Continuously invest in innovative research and development, improve product quality and reduce production costs.
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Strengthen the process management, improve production efficiency.
-
To grasp the pulse of raw material prices, strengthen inventory control, play procurement advantages.
-
To grasp the market trends, the development of new products, develop new applications market, to enhance profitability to expand the breadth and depth of the product.
Development Strategy
-
Continuously attract talented people, with the ability of existing staff to enhance.
-
With the market trends, and actively develop green products, and strive to product innovation, expand product niche.
-
Strengthen the marketing channels, enhance the quality, price and delivery competitiveness, to enhance market
The Impact of the External Competitive Environment, Regulatory Environment, and Macroeconomic Conditions
In the global climate change, the rise of environmental awareness, energy management and energy conservation and carbon reduction issues, has gradually transformed into the pursuit of profit and good corporate social responsibility of the primary goal. The overall community for enterprise products, the tracking and verification of carbon footprint needs continued to heat up, but also provide the company to broaden the competitive threshold of the product opportunities. The company will focus on power management technology research and development, through the combination of some cloud and software technology, the introduction of a more comprehensive environmental energy solutions to meet customer demand for high efficiency energy management products.
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I would like to thank the shareholders for their support of the Company on the report on the business report for the year 2017 and the summary of the 2018 business plan. The company will also make the best efforts of all employees, forging chain is better than the previous operating strength, performance support for shareholders to return. In the future, we hope that the shareholders will continue to give the company support and encouragement to create a bright future. I wish all the shareholders good health, all the best! Sincerely yours,
Chairman & CEO Jonie Chou
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II. Company Profile
2.1 Date of Incorporation : 11 14, 2000
2.2 Company History
| Year | Milestones |
|---|---|
| 2000 | Founded on Nov. 14, 2000 with NT$50 million capital. |
| 2002 | Increased capital to NT$300 million. |
| 2003 | POWERTECH Corporation wentpublic. |
| 2007 | Listed on Taiwan Stock Exchange(Code-3296). |
| …… | …………………………………………… |
| 2017 | Dealing with the cancellation of a total of 5,000,000 shares of treasuryshares |
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III. Corporate Governance Report
3.1 Organization
3.1.1 Organizational Chart
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----- Start of picture text -----
股東會Board of
Shareholder
董事會Board of
Directors
稽核室Auditing office
董事長Chairman
董事長室Chairman office
總經理President
總管理處 電源及智能系統事業單位
Administration Power & IOE BU
Division
財會處 產品 業務 電源產品 智能系統 詮盛廠 富鉅廠
Financial 企畫處 處 開發處 產品開發 Q.S. F.J.
Division Marketing Sales Power 處 Factory Factory
& Division
Product IOE
Planning
R&D Product
Division
R&D
Division
Division
----- End of picture text -----
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3.1.2 Major Corporate Functions
| Department | Functions |
|---|---|
| Chairman Office | Strategic planning, business planning authorization and supervision |
| Auditing Office | To identify deficiencies in the internal control system, assess the effectiveness and efficiency of operations, and provide appropriate improvement suggestions to ensure the effectiveness of the internal control system as well as for continuous improvement. |
| Administration Dept. | Planning and execution of general affairs, factory affairs, and information systems. |
| Power & IOE BU | Provide power and IOE products to global market (Including product planning, Marketing, R & D, and sales) |
| Q.S. and F.J. Factory | Responsible for product manufacturing and production capacityallocation. |
| Sales Division | Responsible for corporate image planning, maintaining and enhancing external public relations, corporate marketing activities worldwide, and analyzing industry data and trends. It is also in charge of formulating and implementing corporate marketingandproductplans. |
| Financial Division | Responsible for the summarization and supply of accounting information, management and operation of finance and investment, annual budgeting, credit control, and stocks services. |
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3.2 Directors, Supervisors and Management Team
3.2.1 Directors and Supervisors
04 15, 2018
| Title | Nationality/ Country of Origin |
Name |
Date Elected |
Term (Years) |
Date First Elected |
Shareholding when Elected |
Shareholding when Elected |
Current Shareholding |
Current Shareholding |
Spouse & Minor Shareholding |
Spouse & Minor Shareholding |
Shareholding by Nominee Arrangement |
Shareholding by Nominee Arrangement |
Experience(Education) |
Other Position |
Executives, Directors or Supervisors who are spouses or within two degrees of kinship |
Executives, Directors or Supervisors who are spouses or within two degrees of kinship |
Executives, Directors or Supervisors who are spouses or within two degrees of kinship |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | % |
Shares | % |
Shares | % |
Shares | % |
Title | Name | Relation | ||||||||
| Chairman/ President |
R.O.C. | Jonie Chou | 06 07, 2016 |
3 | 11 09, 2000 |
7,817,617 | 7.22% | 7,649,035 | 7.89% | 5,794,569 | 5.90% |
– |
– | A.S., Lee Ming Junior college Section Manager, Hon Hai Precision Industry Co., Ltd |
Chairman, Digital World Inc. Chairman, Best Wisdom Ltd. ~~C~~hairman, Treasure Luck Inc, |
Vice president |
Lilian Yen | Wife |
| Director | Michael Tian-Shyug Lee |
Husband of sisters |
||||||||||||||||
| Factory Vice Director |
Daniel Yeh | Brother of wife |
||||||||||||||||
| Director | R.O.C | Michael Tian-Shyug Lee |
06 07, 2016 |
3 | 06 20, 2003 |
1,336,458 | 1.23% | 1,336,458 | 1.36% | 113,622 | 0.12% | – |
– | Ph.D. Operations Research and Industrial Engineering, University of Texas at Austin |
Professor and Vice President of Internation al Affairs at Fu Jen Catholic University |
Chairman | Jonie Chou | Husband of sisters |
| Vice president |
Lilian Yeh | Sister of wife | ||||||||||||||||
| Factory Vice Director |
Daniel Yeh | Brother of wife |
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| Director | R.O.C | George Lee | 06 07, 2016 |
3 | 06 15, 2007 |
1,378,655 | 1.27% | 1,378,655 | 1.40% | 347,345 | 0.35% | – |
– | A.S., Mingshin Junior college Director, Powertech Industrial Co., Ltd |
||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Director | R.O.C | Jennifer Lai | 06 07, 2016 |
3 | 06 15, 2007 |
283,141 | 0.26% | 283,141 | 0.29% | 1,840 | 0.00% | – |
– | B.S. Feng Chia University Director, Tremon Enterprise Co., Ltd. |
||||
| Independent Director |
R.O.C | Chun-Chi Yang |
06 07, 2016 |
3 | 06 18, 2004 |
- |
- |
- |
- |
– | – | – | – | Ph.D. in Human Resource, National Taiwan University |
Professor, Fu Jen Catholic University |
|||
| Independent Director |
R.O.C | Tsung-Pei Lee |
06 07, 2016 |
3 | 05 30, 2011 |
- |
- |
- |
- |
– | – | – | – | Ph.D. in Economics of National Chengchi University |
Associate Professor, Fu Jen Catholic University |
|||
| Supervisor | R.O.C | Chin-Yang Chen |
06 07, 2016 |
3 | 11 09, 2000 |
1,576,559 | 1.46% | 1,576,559 | 1.71% | 354,965 | 0.36% | – |
– | Taipei Municipal Shilin High School of Commerce |
||||
| Supervisor | R.O.C | Shin-Rong Shiah-Hou |
06 07 ,2016 |
3 | 06 20, 2003 |
- |
- |
- |
- |
– | – | – | – | Ph.D. in Business Management of National Cheng Chi University |
Associate Professor, Yuan Ze University |
|||
| Supervisor | R.O.C | Jun-Yu Huang |
06 07 ,2016 |
3 | 05 26, 2010 |
201,000 | 0.19% | 201,000 | 0.20% | – | – | – | – | B.S. Department of Cooperative Management of National Chung Hsing University |
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Major shareholders of the institutional shareholders
04 15, 2018
| 04 15, 2018 | |
|---|---|
| Name of Institutional Shareholders | Major Shareholders |
| - | - |
Major shareholders of the Company’s major institutional shareholders
| 04 15, 2017 | 04 15, 2017 |
|---|---|
| Name of Institutional Shareholders | Major Shareholders |
| - | - |
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04 15, 2017
Professional qualifications and independence analysis of directors and supervisors
| 04 | 04 | 04 | 04 | 04 | 04 | 04 | 04 | 04 | 04 | 15, 2017 | ||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Criteria Name |
Meet One of the Following Professional Qualification Requirements, Together with at Least Five Years Work Experience |
Independence Criteria(Note) | Number of Other Public Companies in Which the Individual is Concurrently Serving as an Independent Director |
|||||||||||
| An Instructor or Higher Position in a Department of Commerce, Law, Finance, Accounting, or Other Academic Department Related to the Business Needs of the Company in a Public or Private Junior College, College or University |
A Judge, Public Prosecutor, Attorney, Certified Public Accountant, or Other Professional or Technical Specialist Who has Passed a National Examination and been Awarded a Certificate in a Profession Necessary for the Business of the Company |
Have Work Experience in the Areas of Commerce, Law, Finance, or Accounting, or Otherwise Necessary for the Business of the Company |
1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | ||
| Jonie Chou | V | V | V | V | V | V | 0 | |||||||
| Michael Tian-Shyug Lee |
V | V | V | V | V | V | V | 0 | ||||||
| George Lee | V | V | V | V | V | V | V | V | 0 | |||||
| Jennifer Lai | V | V | V | V | V | V | V | V | V | 0 | ||||
| Chun-Chi Yang |
V | V | V | V | V | V | V | V | V | V | V | 3 | ||
| Tsung-Pei Lee |
V | V | V | V | V | V | V | V | V | V | V | 2 | ||
| Chin-Yang Chen |
V | V | V | V | V | V | V | V | V | 0 | ||||
| Shin-Rong Shiah-Hou |
V | V | V | V | V | V | V | V | V | V | 0 | |||
| Jun-Yu Huang |
V | V | V | V | V | V | V | V | V | V | 0 |
Note: Please tick the corresponding boxes that apply to the directors or supervisors during the two years prior to being elected or during the term
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of office.
-
Not an employee of the Company or any of its affiliates.
-
Not a director or supervisor of the Company or any of its affiliates. Not applicable in cases where the person is an independent director of the Company, its parent company, or any subsidiary in which the Company holds, directly or indirectly, more than 50% of the voting shares.
-
Not a natural-person shareholder who holds shares, together with those held by the person’s spouse, minor children, or held by the person under others’ names, in an aggregate amount of 1% or more of the total number of outstanding shares of the Company or ranking in the top 10 in holdings.
-
Not a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of any of the persons in the preceding three subparagraphs.
-
Not a director, supervisor, or employee of a corporate shareholder who directly holds 5% or more of the total number of outstanding shares of the Company or who holds shares ranking in the top five holdings.
-
Not a director, supervisor, officer, or shareholder holding 5% or more of the shares, of a specified company or institution which has a financial or business relationship with the Company.
-
Not a professional individual who is an owner, partner, director, supervisor, or officer of a sole proprietorship, partnership, company, or institution that provides commercial, legal, financial, accounting services or consultation to the Company or to any affiliate of the Company, or a spouse thereof. These restrictions do not apply to any member of the remuneration committee who exercises powers pursuant to Article 7 of the “Regulations Governing the Establishment and Exercise of Powers of Remuneration Committees of Companies whose Stock is Listed on the TWSE or Traded on the TPEx“.
-
Not having a marital relationship, or a relative within the second degree of kinship to any other director of the Company.
-
Not been a person of any conditions defined in Article 30 of the Company Law.
-
Not a governmental, juridical person or its representative as defined in Article 27 of the Company Law.
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3.2.2 Management Team
04.15.2018
| 04.15.2018 | 04.15.2018 | 04.15.2018 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Title | Nationality/ Country of Origin |
Name | Date Effective |
Shareholding | Spouse & Minor Shareholding |
Shareholding by Nominee Arrangement |
Experience(Education) |
Other Position | Managers who are Spouses or Within Two Degrees of Kinship |
|||||
| Shares | % |
Shares | % |
Shares | % |
Title | Name | Relation | ||||||
| Chairman/ President |
R.O.C. | Jonie Chou | 01 01,2009 | 7,649,035 |
7.41% |
5,794,569 |
5.90% |
- |
- |
A.S., Lee Ming Junior college Section Manager, Hon Hai Precision Industry Co., Ltd |
Chairman, Digital World Inc. Chairman, Best Wisdom Ltd. Chairman, Treasure Luck Inc, |
Vice President |
Lillian Yeh | wife |
Director |
Daniel Yeh | Wife’s brother |
||||||||||||
| Vice President | R.O.C | Lillian Yeh | 01 01,2003 | 5,794,569 | 5.90% | 7,649,035 |
7.89% | - |
- |
B.S. Fu Jen Catholic University |
Director, Dong Guan Quan Sheng Electric co.,Ltd. |
Chairman | Jonie Chou | Husband |
| Director | Daniel Yeh | brother | ||||||||||||
| Special Assistant to Chairman |
R.O.C | Henry Gong |
09 17,2015 | - |
- |
- |
- |
- |
- |
EMBA, National Taiwan University |
Director, Lighthouse Management Corp.,Ltd Director, Twinkle Star Inc., |
|||
| Director | R.O.C | Jennifer Lai |
04 01,2003 | 283,141 |
0.29% |
1,840 |
0.00% |
- |
- |
B.S. Feng Chia University |
Director, Tremon Enterprise Co., Ltd. |
|||
| Director | R.O.C | Frankie Chen |
04 30,2015 | 40,050 |
0.04% |
- |
- |
- |
- |
B.S. Los Angeles University, CA |
||||
| Director | R.O.C | George Lee | 06 03,2002 | 1,378,655 |
1.10% |
347,345 |
0.35% |
- |
- |
A.S., Mingshin Junior college |
||||
| Director | R.O.C | C.S. Chiang |
04 06,2012 | 15,000 |
0.01% |
- |
- |
- |
- |
B.S. National Yunlin University of Science and Technology |
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| Director | R.O.C | Hermione Tsai |
12 01,2002 | 86,621 | 0.09% | - |
- |
- |
- |
Tunghai University |
||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Factory Director | R.O.C | Louis Chen | 04 18,2017 | - |
- |
- |
- |
- |
- |
Department of Electrical,NCU |
||||
| Factory Vice Director |
R.O.C | Daniel Yeh | 09 02,2002 | 1,059,085 | 1.03% | 142,864 |
0.15% | - |
- |
A.S. Chien Hsin junior college |
Chairman | Jonie Chou | Sister’s husband |
|
| Vice President |
Lillian Yeh | sister | ||||||||||||
| Chief Finance Officer/Senior Manager |
R.O.C | Kevin Kuo | 11 21,2012 | 6,000 | 0.01% |
- |
- |
- |
- |
B.S. Feng Chia University |
||||
| IOE Product R&D Division Director |
R.O.C. | Winston Lee |
08 01 2016 | - |
- |
- | - | - | - | Stanford University PH.D |
||||
| Marketing & Planning Division Director |
R.O.C. | Eldon Chang |
01 02 2018 | - | - | - | - | - | - | UBC/BCIT | ||||
| Chairman Office Special Assistant |
R.O.C. | Lisa Shen | 03 15 2018 | 15,476 | 0.02% | - | - | - | - | DALLAS MBA |
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3.2.3 Remuneration of Directors, Supervisors, President, and Vice President
Remuneration of Directors
Unit: NT$ thousands
| Title | Name | Remuneration | Remuneration | Remuneration | Remuneration | Remuneration | Remuneration | Remuneration | Remuneration | Ratio of Total Remuneration (A+B+C+D) to Net Income (%) |
Ratio of Total Remuneration (A+B+C+D) to Net Income (%) |
Relevant Remuneration Received by Directors Who are Also Employees |
Relevant Remuneration Received by Directors Who are Also Employees |
Relevant Remuneration Received by Directors Who are Also Employees |
Relevant Remuneration Received by Directors Who are Also Employees |
Relevant Remuneration Received by Directors Who are Also Employees |
Relevant Remuneration Received by Directors Who are Also Employees |
Relevant Remuneration Received by Directors Who are Also Employees |
Relevant Remuneration Received by Directors Who are Also Employees |
Ratio of Total Compensation (A+B+C+D+E+F+G) to Net Income (%) |
Ratio of Total Compensation (A+B+C+D+E+F+G) to Net Income (%) |
Compensation Paid to Directors from an Invested Company Other than the Company’s Subsidiar |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Base Compensation (A) |
Severance Pay (B | Bonus to Directors (C) |
Allowances (D) | Salary, Bonuses, and Allowances (E) |
Severance Pay (F) | Profit Sharing- Employee Bonus (G) | ||||||||||||||||
| The compan y |
All compan ies in the consoli dated financia l stateme nts |
The compan y |
Compa nies in the consoli dated financia l stateme nts |
The compan y |
Compan ies in the consolid ated financial statemen ts |
The compan y |
Compa nies in the consoli dated financia l stateme nts |
The company |
Compan ies in the consolid ated financial stateme nts |
The compan y |
Compan ies in the consolid ated financia l stateme nts |
The compan y |
Compani es in the consolid ated financial statemen ts |
The company | Companies in the consolidated financial statements |
The company |
Companies in the consolidated financial statements |
|||||
| Cash | Stock | Cash | Stock | |||||||||||||||||||
| Chairman | Jonie Chou |
- |
- |
- |
- |
- |
- |
335 | 335 | 14.16% | 14.16% | 7,864 | 7,864 | 566 | 566 | 3 | - |
3 | - |
370.74% | 370.74% | 無 |
| Director | Georage Lee |
|||||||||||||||||||||
| Director | Jennifer Lai |
|||||||||||||||||||||
| Director | Michael TS Lee |
|||||||||||||||||||||
| Director | Chun Chi Ynag |
|||||||||||||||||||||
| Direcotr | Tsung Pei Lee |
16
| Range of Remuneration | Name of Directors | Name of Directors | Name of Directors | Name of Directors |
|---|---|---|---|---|
| Total of (A+B+C+D) | Total of (A+B+C+D+E+F+G) | |||
| The company | Companies in the consolidated financial statements |
The company | Companies in the consolidated financial statements |
|
| UnderNT$2,000,000 | All | All | 5(others) | 5(others) |
| NT$2,000,001 ~NT$5,000,000 | Jonie chou; | Jonie chou; | ||
| NT$5,000,001 ~NT$10,000,000 | ||||
| NT$10,000,001 ~NT$15,000,000 | ||||
| NT$15,000,001 ~NT$30,000,000 | ||||
| NT$30,000,001~NT$50,000,000 | ||||
| NT$50,000,001 ~NT$100,000,000 | ||||
| OverNT$100,000,000 | ||||
| Total |
17
Remuneration of Supervisors
Unit: NT$ thousands
| Unit: NT$ thousand | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Title | Name | Remuneration | Ratio of Total Remuneration (A+B+C)to Net Income(%) |
Compensation Paid to Supervisors from an Invested Company Other than the Company’s Subsidiary |
||||||
| Base Compensation(A) | Bonus to Supervisors(B) | Allowances(C) | ||||||||
| The company |
Companies in the consolidated financial statements |
The company |
Companies in the consolidated financial statements |
The company |
Companies in the consolidated financial statements |
The company |
Companies in the consolidated financial statements |
|||
| Supervisor | Chin Yan Chen |
- |
- |
- |
- |
250 | 250 | 10.57% | 10.57% | - |
| Superviso | Shin Rong Shiah-Hou |
|||||||||
| Superviso | Jun Yu Huang |
| Range of Remuneration | Name of Supervisors | Name of Supervisors |
|---|---|---|
| Total of | (A+B+C) | |
| The company | Companies in the consolidated financial statements |
|
| Under NT$ 2,000,000 | All(3) | All(3) |
| NT$2,000,001 ~ NT$5,000,000 | ||
| NT$5,000,001 ~ NT$10,000,000 | ||
| NT$10,000,001 ~ NT$15,000,000 | ||
| NT$15,000,001 ~ NT$30,000,000 | ||
| NT$30,000,001 ~ NT$50,000,000 | ||
| NT$50,000,001 ~ NT$100,000,000 | ||
| Over NT$100,000,000 |
18
Total
Remuneration of the President and Vice President
Unit: NT$ thousands
| Title | Name | Salary(A) | Salary(A) | Severance Pay (B) | Severance Pay (B) | Bonuses and Allowances (C) |
Bonuses and Allowances (C) |
Profit Sharing- Employee Bonus (D) |
Profit Sharing- Employee Bonus (D) |
Profit Sharing- Employee Bonus (D) |
Profit Sharing- Employee Bonus (D) |
Ratio of total compensation (A+B+C+D) to net income (%) |
Ratio of total compensation (A+B+C+D) to net income (%) |
Compensation paid to the President and Vice President from an Invested Company Other Than the Company’s Subsidiary |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| The company |
Companies in the consolidated financial statements |
The company |
Companies in the consolidated financial statements |
The company |
Companies in the consolidated financial statements |
The company |
Companies in the consolidated financial statements |
The company |
Companies in the consolidated financial statements |
|||||
| Cash | Stock | Cash | Stock | |||||||||||
| President | Jonie Chou |
5,807 | 5,807 | 429 | 429 | 765 | 765 | 2 | - | 2 | - | 296.12% | 296.12% | - |
| Vice President |
Lillian Yeh |
19
| Range of Remuneration | Name of President and Vice President | Name of President and Vice President |
|---|---|---|
| The company | Companies in the consolidated financial statements |
|
| Under NT$ 2,000,000 | ||
| NT$2,000,001 ~ NT$5,000,000 | All (2) | All (2) |
| NT$5,000,001 ~ NT$10,000,000 | ||
| NT$10,000,001 ~ NT$15,000,000 | ||
| NT$15,000,001 ~ NT$30,000,000 | ||
| NT$30,000,001 ~ NT$50,000,000 | ||
| NT$50,000,001 ~ NT$100,000,000 | ||
| Over NT$100,000,000 | ||
| Total |
20
| Distribution of the manager who distributed | Distribution of the manager who distributed | Distribution of the manager who distributed | Distribution of the manager who distributed | staff compensation | Unit: NT$ thousands | Unit: NT$ thousands | ||
|---|---|---|---|---|---|---|---|---|
| Title | Name | Employee Bonus - in Stock (Fair Market Value) |
Employee Bonus - in Cash |
Total | Ratio of Total Amount to Net Income (%) |
|||
| Executive Officers |
President | Jonie Chou | - | 16 | 16 | 0.68% | ||
| Vice President |
Lillian Yeh | |||||||
| Special Assistant to Chairman |
Henry Gong | |||||||
| Director | Jennifer Lai | |||||||
| Director | FrankieChen | |||||||
| Director | George Lee | |||||||
| Director | C.S. Chiang | |||||||
| Director | Hermione Tsai | |||||||
| Factory Director |
Louis Chen(note) |
|||||||
| Factory Vice Director |
Daniel Yeh | |||||||
| R&D thief | Winston Lee | |||||||
| CFO/ Senior Manager |
Kevin Kuo | |||||||
| Director | EldonChang |
21
Special Lisa Shen Assistant
Note: Factory Director Louis Chen was appointed at 4.10 2017; Director Eldon Chang was appointed at 01.02 2018; Special Assistant Lisa Shen was appointed at 03.15 2018
22
3.2.4 Comparison of Remuneration for Directors, Supervisors, Presidents and Vice Presidents in the Most Recent Two Fiscal Years and Remuneration Policy for Directors, Supervisors, Presidents and Vice Presidents
- A. The ratio of total remuneration paid by the Company and by all companies included in the consolidated financial statements for the two most recent fiscal years to directors, supervisors, presidents and vice presidents of the Company, to the net income.
| Year | Total remuneration paid to directors, supervisors, presidents and vice presidents |
Total remuneration paid to directors, supervisors, presidents and vice presidents |
Ratio of total remuneration paid to directors, supervisors, presidents and vicepresidents to net income(%) |
Ratio of total remuneration paid to directors, supervisors, presidents and vicepresidents to net income(%) |
|---|---|---|---|---|
| The company | Companies in the consolidated financial statements |
The company | Companies in the consolidated financial statements |
|
| 2016 | 13,802 | 10.62% | 13,802 | 10.62% |
| 2017 | 11,419 | 482.80% | 11,419 | 482.80% |
3.3 Implementation of Corporate Governance
3.3.1 Board of Directors
A total of 8 (A) meetings of the Board of Directors were held in the previous period. The attendance of director and supervisor were as follows:
| Title | Name | Attendance in Person(B) |
By Proxy |
Attendance Rate (%) 【B/A】 |
Remarks |
|---|---|---|---|---|---|
| Chairman | Jonie Chou |
6 | 0 | 100.00% | |
| Director | Michael T.S. Lee |
6 | 0 | 100.00% | |
| Director | George Lee |
6 | 0 | 100.00% | |
| Director | Jennifer Lai |
5 | 1 | 83.33% | |
| Independent director |
Chun Chi Yang |
6 | 0 | 100.00% | |
| Independent director |
Tsung Pei Lee |
6 | 0 | 100.00% | |
| Supervisor | Chin Yan | 6 | 0 | 100.00% |
23
| Chen | |||||
|---|---|---|---|---|---|
| Supervisor | Shin Rong Shiah-Hou |
6 | 0 | 100.00% | |
| Supervisor | Jun Yu Huang |
5 | 0 | 83.33% | |
| Other mentionable items: 1. If there are circumstances referred to in Article 14-3 of the Securities and Exchange Act and resolutions of the directors’ meetings objected to by independent directors or subject to qualified opinion and recorded or declared in writing, the dates of the meetings, sessions, contents of motion, all independent directors’ opinions and the company’s response should be specified: None 2. If there are directors’ avoidance of motions in conflict of interest, the directors’ names, contents of motion, causes for avoidance and voting should be specified: None 3. Measures taken to strengthen the functionality of the board: The Board of Directors has established an Audit Committee and a Remuneration Committee to assist the board in carryingout its various duties. |
3.3.2 Attendance of Supervisors at Board Meeting
A. Attendance of Supervisors at Board Meetings
A total of 8 (A) meetings of the Board of Directors were held in the previous period. The attendance of supervisors was as follows:
| Title | Name | Attendance in Person(B) |
Attendance Rate (%)【B/A】 |
Remarks |
|---|---|---|---|---|
| Supervisor | Chin Yan Chen |
6 | 100.00% | |
| Supervisor | Shin Rong Shiah-Hou |
6 | 100.00% | |
| Supervisor | Jun Yu Huang |
5 | 83.33% | |
| Other mentionable items: 1. Composition and responsibilities of supervisors: (1) Communications between supervisors and the Company's employees and shareholders (e.g. communication channels and methods, etc.): The Company has set up a supervisor’s mailbox: [email protected], so that employees and shareholders have adequate access to the supervisors for |
24
communications.
-
(2) Communications between supervisors and the Company's chief internal auditor and CPA (e.g. items, methods and results of the audits of corporate finance or operations, etc.):
-
A. Communications with the chief internal auditor: Supervisors hold the supervisors meeting each quarter and maintain minutes of the meetings. The directors, president and the Company's top management are then notified of important discussions and resolutions. All supervisors had attended on each occasion, and the chief internal auditor was also present at the meetings to report on audit operations and major internal auditing matters, including execution, reporting, and monitoring of the supervisors’ instructions. In addition, supervisors obtained audit reports on a monthly basis, which were submitted by the chief internal auditor.
-
B. Communications with the CPA: Supervisors have held supervisors examination meeting and have obtained the examined reports. There were two such meetings, on 06. 07, 2016 and 11. 10, 2016 respectively. All supervisors attended on each occasion, and the CFO, chief internal auditor and CPAs were also present at the meetings to discuss related subjects, including execution, reporting and monitoring of the supervisors’ instructions.
-
If a supervisor expresses an opinion during a meeting of the Board of Directors, the dates of the meetings, sessions, contents of motion, resolutions of the directors’ meetings and the company’s response to the supervisor’s opinion should be specified: None
25
3.3.3 Corporate Governance Implementation Status and Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies”
| Evaluation Item | Implementation Status1 | Implementation Status1 | Implementation Status1 | Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| 1. Does the company establish and disclose the Corporate Governance Best-Practice Principles based on “Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies”? |
ˇ |
The Company has established the Corporate Governance Best-Practice Principles based on “Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” on 3/13/2017. The information has been disclosed on the Company’s website. |
None | |
| 2. Shareholding structure & shareholders’ rights (1) Does the company establish an internal operating procedure to deal with shareholders’ suggestions, doubts, disputes and litigations, and implement based on the procedure? |
ˇ |
In addition to the existing hotline and email channels, the Company has established an internal operating procedure, and has designated appropriate departments, such as Investor Relations, Public Relations, Legal Department, to handle shareholders’ suggestions, doubts, disputes and litigation. |
None |
26
| Evaluation Item | Implementation Status1 | Implementation Status1 | Implementation Status1 | Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| (2) Does the company possess the list of its major shareholders as well as the ultimate owners of those shares? (3) Does the company establish and execute the risk management and firewall system within its conglomerate structure? (4) Does the company establish internal rules against insiders trading with undisclosed |
ˇˇˇ |
The Finance & Shared Services Division is responsible for collecting the updated information of major shareholders and the list of ultimate owners of those shares. Rules are made to strictly regulate the activities of trading, endorsement and loans between the Company and its affiliates. In addition, the “Criteria of Internal Control Mechanism for a Public Company”, outlined by the Financial Supervisory Commission when drafting the guidelines for the “Supervision and Governance of Subsidiaries”, was followed in order to implement total risk control with respect to subsidiaries. To protect shareholders’ rights and fairly treat shareholders, the Company has established the internal rules to forbid insiders tradingon |
27
| Evaluation Item | Implementation Status1 | Implementation Status1 | Implementation Status1 | Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| information? | undisclosed information. The Company has also strongly advocated these rules in order to prevent anyviolations. |
|||
| 3. Composition and Responsibilities of the Board of Directors (1) Does the Board develop and implement a diversified policy for the composition of its members? (2) Does the company voluntarily establish other functional committees in addition to the Remuneration Committee and the Audit Committee? |
ˇ |
ˇ |
Member diversification is considered by the Board members. Factors taken into account include, but are not limited to gender, age, cultures, educational background, race, professional experience, skills, knowledge and terms of service. The Board objectively chooses candidates to meet the goal of member diversification. In order for the sound supervision and reinforcement of management, the Company established the Nomination and Risk Management Committee in addition to the |
None |
28
| Evaluation Item | Implementation Status1 | Implementation Status1 | Implementation Status1 | Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| (3) Does the company establish a standard to measure the performance of the Board, and implement it annually? |
ˇ |
Remuneration Committee and the Audit Committee. These functional committees shall be responsibilities for the Board of Directors. The company has formulated rules and procedures for evaluating the Board’s performance and conducts it annually. The Company uses two methods to evaluate the performance of the Board. 1. Self-assessment of Board members Board members fill in the” Self-Assessment Questionnaire for Board Members” at the end of each year. To evaluate the performance of each members effectively, the questionnaire contains the following factors: A. Their grasp of the Company's goals and missions; B. Their recognition of director's duties; |
29
| Evaluation Item | Implementation Status1 | Implementation Status1 | Implementation Status1 | Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| C. Their degree of participation in the Company's operations; D. Their management of internal relationships and communications; E. Their professionalism and continuing professional education; F. Internal controls. 2. Assessment of the Board: The Secretary Office of the Board conducts the assessment of the Board’s performance. The following aspects are taken into consideration: A. The degree of participation in the Company's operations; B. Improvement in the quality of decision making by the Board of Directors; C. The composition and structure of the Board |
30
| Evaluation Item | Implementation Status1 | Implementation Status1 | Implementation Status1 | Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| (4) Does the company regularly evaluate the independence of CPAs? |
ˇ |
of Directors; D. The election of the directors and their continuing professional education. E. Internal controls. The Company evaluates the independence of CPAs annually, ensuring that that they are not stakeholders such as a Board member, supervisor, shareholder or person paid by the Company. |
||
| 4. Does the company establish a communication channel and build a designated section on its website for stakeholders, as well as handle all the issues they care for in terms of corporate social responsibilities? |
ˇ |
The Company provides detailed contact information, including telephone numbers and email addresses in the “Stakeholder Area” section of the corporate website. In addition, personnel are in place to exclusively deal with issues of social responsibility, ensuringthat |
None |
31
| Evaluation Item | Implementation Status1 | Implementation Status1 | Implementation Status1 | Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| various interested parties have channels to communicate with the Company. |
||||
| 5. Does the company appoint a professional shareholder service agency to deal with shareholder affairs? |
ˇ |
The Company designates Grand Fortune Securities Co. ,Ltd. to deal with shareholder affairs. |
None |
|
| 6. Information Disclosure (1) Does the company have a corporate website to disclose both financial standings and the status of corporate governance? (2) Does the company have other information disclosure channels (e.g. building an English website, appointing designated people to handle information collection and disclosure, creating a spokesman system, webcasting investor conferences)? |
ˇˇ |
The Company has set up a Chinese/English website (www.power-tech.com.tw) to disclose information regarding the Company’s financials, business and corporate governance status. The Company has assigned an appropriate person to handle information collection and disclosure. Contact person: Kevin Kuo, TEL: +886-2-8221 5588 The Company has established a spokesman system. Investor conference information is |
None |
32
| Evaluation Item | Implementation Status1 | Implementation Status1 | Implementation Status1 | Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| disclosed on the corporate website. | ||||
| 7. Is there any other important information to facilitate a better understanding of the company’s corporate governance practices (e.g., including but not limited to employee rights, employee wellness, investor relations, supplier relations, rights of stakeholders, directors’ and supervisors’ training records, the implementation of risk management policies and risk evaluation measures, the implementation of customer relations policies, and purchasing insurance for directors and supervisors)? (1) Status of employee rights and employee wellness: Please refer to “http//www.power-tech.com.tw” (2) Status of risk management policies and risk evaluation:Please refer to “http//www.power-tech.com.tw” (3) The Company has purchased Shin Kong insurance for its directors and supervisors since year 2005. (4) Directors’ and supervisors’ training records: |
33
| Evaluation | Item | Implementation Status1 | Implementation Status1 | Implementation Status1 | Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
|||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Yes | No | Abstract Illustration | |||||||||
| Title | Name | Training hours |
Study | period | Sponsoring Organization |
Course | |||||
| From | To | ||||||||||
| President | Jonie Chou |
3H | 2017/11/21 | 2017/11/21 | Securities & Futures Institute |
Sustainable Enterprise Management and Strengthening New Trends in Corporate Governance |
|||||
| “ | “ | 3H | 2017/12/20 | 2017/12/20 | Securities & Futures Institute |
Discussion on the Influence of the New Law of Money Laundering Prevention on Enterprises |
|||||
| Director | Michael Tian ShyugLee |
3H | 2017/3/10 | 2017/3/10 | Accounting Research and Development Foundation |
Special Tax Practices in the Trade Operation of Enterprises |
|||||
| “ | “ | 3H | 2017/4/18 | 2017/4/18 | Accounting Research and Development Foundation |
A Study on the Common Types of Litigation and Legal Liability of Business Contracts Signed by Enterprises |
|||||
| Director | George Lee |
3H | 2017/11/13 | 2017/11/13 | Taiwan Corporate Governance Association |
Science and technology quickly change the environment, the directors lead the company to respond |
|||||
| “ | “ | 3H | 2017/11/10 | 2017/11/10 | Taiwan Corporate Governance Association |
Looking at corporate mergers and acquisitions from the perspective of directors |
34
| Evaluation | Item | Implementation Status1 | Implementation Status1 | Implementation Status1 | Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
|||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Yes | No | Abstract Illustration | |||||||||
| Director | Jennifer Lai |
3H | 2017/12/06 | 2017/12/06 | Securities & Futures Institute |
Discussion on the Use of Employee Remuneration Strategy and Tools |
|||||
| “ | “ | 3H | 2017/12/12 | 2017/12/12 | Securities & Futures Institute |
How Directors and Supervisors Guide the Company to Conduct Risk Management and Crisis Management and Strengthen Corporate Governance |
|||||
| Independent Director |
Chun Chi Yang |
3H | 2017/8/8 | 2017/8/8 | Securities & Futures Institute |
Discussion on Enterprise Operation and Related Tax System |
|||||
| “ | “ | 3H | 2017/12/25 | 2017/12/25 | Securities & Futures Institute |
Discussion on the Use of Employee Remuneration Strategy and Tools |
|||||
| Independent Director |
Tsung Pei Lee |
3H | 2017/6/30 | 2017/6/30 | Securities & Futures Institute |
Global Trend Analysis - Risks and Opportunities |
|||||
| “ | “ | 3H | 2017/7/27 | 2017/7/27 | Training Institute, Ministryof Finance |
Corporate Governance and Duties of Directors and Supervisors |
|||||
| Supervisor | Chin-Yang Chen |
3H | 2017/3/23 | 2017/3/23 | Securities & Futures Institute |
Analysis of Enterprise Financial Information and Application of Decision Making |
|||||
| “ | “ | 3H | 2017/10/20 | 2017/10/20 | Taiwan Corporate Governance Association |
How do directors fulfill their duty of loyalty |
35
| Evaluation | Item | Implementation Status1 | Implementation Status1 | Implementation Status1 | Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
Deviations from “the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
|||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Yes | No | Abstract Illustration | |||||||||
| Supervisor | Shin-Rong Shiah-Hou |
6H | 2017/12/04 | 2017/12/04 | Accounting Research and Development Foundation |
How to Detect the Application of Internal Fraudsters in Preventing Corporate Fraud and Big Data Analysis |
|||||
| “ | “ | - | - | - | - | - | |||||
| Supervisor | Jun-Yu Haung |
3H | 2017/5/8 | 2017/5/8 | Taiwan Corporate Governance Association |
Mainland China Anti-tax Avoidance Regulations and Actual Tax Inspection Cases |
|||||
| “ | “ | 3H | 2017/6/7 | 2017/6/7 | Taiwan Corporate Governance Association |
The accounting report of the major changes - the board should understand the key checks and response measures |
|||||
| 8. Has the company implemented a self-evaluation report2on corporate governance or has it authorized any other professional organization to conduct such evaluation? If so, please describe the opinion from the Board, the result of self or authorized evaluation, the major deficiencies, suggestions, or improvements.The Companyhas notprepared a self-assessment report or commissioned other agencies toprepare. |
Note: 1. Regardless of whether the evaluation item is achieved or not, the company shall state an appropriate explanation.
- A self-evaluation report is defined as the company assessing its corporate governance evaluation items with appropriate explanations on current corporate operations and implementation.
36
3.3.4 Composition, Responsibilities and Operations of the Remuneration Committee
The Remuneration Committee assists the Board in discharging its responsibilities relating to the Company’s compensation and benefits policies, plans and programs, and the evaluation of the directors’ and executives’ compensation.
The Chairman of the Remuneration Committee convened four regular meetings in 2017.
A. Professional Qualifications and Independence Analysis of Remuneration Committee Members
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----- Start of picture text -----
Criteri Meets One of the Following Professional Qualification Requirements, Independence Criteria
a Together with at Least Five Years’ Work Experience (Note)
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of commerce, law, Certified Public areas of commerce,
Other Public
finance, accounting, or Accountant, or other law, finance, or
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Title the business needs of passed a national for the business of Concurrently Remarks
the Company in a examination and been the Company 1 2 3 4 5 6 7 8
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public or private junior awarded a certificate in a Remuneration
college, college or profession necessary for Committee
university the business of the Member
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Name
Convener Chun
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Member Pei V V V V V V V V V 0
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other Corina
V V V V V V V V V V 0
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----- End of picture text -----
-
Note: Please tick the corresponding boxes that apply to a member during the two
-
years prior to being elected or during the term(s) of office.
-
Not an employee of the Company or any of its affiliates.
-
Not a director or supervisor of affiliated companies. Not applicable in cases where the person is an independent director of the parent company, or any subsidiary in which the Company holds, directly or indirectly, more than 50% of the voting shares.
-
Not a natural-person shareholder who holds shares, together with those held by the person’s spouse, minor children, or held by the person under others’ names, in an aggregate amount of 1% or more of the total number of outstanding shares of the Company, or ranking in the top 10 in holdings.
-
Not a spouse, relative within the second degree of kinship, or lineal relative
37
within the third degree of kinship, of any of the persons in the preceding three sub-paragraphs.
-
Not a director, supervisor, or employee of a corporate shareholder who directly holds 5% or more of the total number of outstanding shares of the Company, or who holds shares ranking in the top five holdings.
-
Not a director, supervisor, officer, or shareholder holding 5% or more of the shares of a specified company or institution which has a financial or business relationship with the Company.
-
Not a professional individual, who is an owner, partner, director, supervisor, or officer of a sole proprietorship, partnership, company, or institution that provides commercial, legal, financial, accounting services or consultation to the Company or to any affiliate of the Company, or a spouse thereof.
-
Not a person of any conditions defined in Article 30 of the Company Law.
B. Attendance of Members at Remuneration Committee Meetings
There are 3 members in the Remuneration Committee. A total of 4 (A) Remuneration Committee meetings were held in the previous period. The attendance record of the Remuneration Committee members was as follows:
| Title | Name | Attendance in Person(B) |
By Proxy | Attendance Rate (%) 【B/A】 |
Remarks |
|---|---|---|---|---|---|
| Convener | Chun Chi Yang |
4 | 0 | 100% | |
| Committee Member |
Tsung Pei Lee |
4 | 0 | 100% | |
| Committee Member |
Corina Lee |
2 | 1 | 66.66% | Appointed At 2017.3.13 |
| Other mentionable items: 1. If the board of directors declines to adopt or modifies a recommendation of the remuneration committee, it should specify the date of the meeting, session, content of the motion, resolution by the board of directors, and the Company’s response to the remuneration committee’s opinion (eg., the remuneration passed by the Board of Directors exceeds the recommendation of the remuneration committee, the circumstances and cause for the difference shall be specified): None. 2. Resolutions of the remuneration committee objected to by members or subject to a qualified opinion and recorded or declared in writing, the date of the meeting, |
38
session, content of the motion, all members’ opinions and the response to members’ opinion should be specified: None.
39
3.3.5 Corporate Social Responsibility
| Evaluation Item | Implementation Status1 | Deviations from “the Corporate Social Responsibility Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
||
|---|---|---|---|---|
| Yes | No | Abstract Explanation2 |
||
| 1.Corporate Governance Implementation (1) Does the company declare its corporate social responsibility policy and examine the results of the implementation? (2) Does the company provide educational training on corporate social responsibility on a regular basis? |
ˇ |
ˇ |
None The Company carries out regular trainings sessions and propaganda on corporate social responsibility with its employees every year. For new employees, training on personnel rules, management systems, business ethics, morals, and all other CSR-related subjects are carried out on their first working day to clarify their due responsibilities and obligations. |
None |
| (3) Does the company establish exclusively (or concurrently) dedicated first-line managers |
ˇ |
None |
40
| Evaluation Item | Implementation Status1 | Deviations from “the Corporate Social Responsibility Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
||
|---|---|---|---|---|
| Yes | No | Abstract Explanation2 |
||
| authorized by the board to be in charge of proposing the corporate social responsibility policies and reportingto the board? |
||||
| (4) Does the company declare a reasonable salary remuneration policy, and integrate the employee performance appraisal system with its corporate social responsibility policy, as well as establish an effective reward and disciplinarysystem? |
ˇ |
In order to focus our employees on improving their performance and enhancing the value of Powertech Group, the objective of the remuneration policy is to ensure that a competitive remuneration package is maintained and benchmarked with others. In addition, Powertech Group recently established a new reward and disciplinary system based on the employee performance appraisal system which includes our corporate social responsibility policy as one of the most important criteria for evaluation. |
||
| 2.Sustainable Environment Development (1) Does the company endeavor to utilize all resources more efficiently and use renewable materials which have low |
ˇ |
Power-Saving Goal According to the Company’s operating model, the vast majority of our carbon dioxide emissions come from power use. Because of this, we are actively promoting various energy-saving and power-saving programs. Water Saving Goal |
None |
41
| Evaluation Item | Implementation Status1 | Deviations from “the Corporate Social Responsibility Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
||
|---|---|---|---|---|
| Yes | No | Abstract Explanation2 |
||
| impact on the environment? |
Based on the need to protect water resources and maintain sustainable operations, planning a water-saving program has already been initiated. By improving processes, conserving water, and using water, active steps have been taken to reduce waste water from our production processes. |
|||
| (2) Does the company establish proper environmental management systems based on the characteristics of their industries? |
ˇ |
Environmental, Safety, and Health (ESH) and Hazardous Substance Management | ||
System Certificates All manufacturing facilities in China have received ISO 14001 certifications for environmental management systems, OHSAS 18001 for occupational safety and health. New facilities will be certified as well. In line with ISO 9001 and 14001’s concept of continuous improvement. |
||||
| (3) Does the company monitor the impact of climate change on its operations and conduct greenhouse gas inspections, as well as establish company strategies for energy conservation and carbon reduction? |
ˇ |
None |
42
| Evaluation Item | Implementation Status1 | Deviations from “the Corporate Social Responsibility Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
||
|---|---|---|---|---|
| Yes | No | Abstract Explanation2 |
||
| 3. Preserving Public Welfare (1) Does the company formulate appropriate management policies and procedures according to relevant regulations and the International Bill of Human Rights? |
ˇ |
Comply with Relevant Regulations Powertech not only complies with local regulations but also upholds the internationally-recognized human rights of workers and respects the United Nations Universal Declaration on Human Rights, and the International Labor Organization’s fundamental conventions on core labor standards. We hires all employees equally based on his or her job qualifications regardless of gender, religion, race, nationality or political affiliation. Human Resource Policies and Measures The following is an overview of relevant human resource policies and measures: (a)Labor Insurance, National Health Insurance, and group insurance coverage from the first day of work. (b)We has specific Employee Retirement Guidelines. |
None | |
| (2) Has the company set up an employee hotline or grievance mechanism to handle complaints with appropriate solutions? |
ˇ |
Powertech Group offers an Employee Relations Hotline that provides a channel for employees to express their opinions regarding their work and the overall work environment. The employee relations team ensures all cases are handled with care under the supervision of the first-line managers. |
||
| (3) Does the company provide a healthy and safe working environment and organize training on health and safetyfor its employees |
ˇ |
Health and Safety Education and Emergency Response Training We also hold regular fire/flood protection exercise and first aid training classes for our employees in order to boost our disaster response and relief skills. man-hours of training to ensure personnel safety and reduce the impact of accidents. Safety and Health Management |
43
| Evaluation Item | Implementation Status1 | Deviations from “the Corporate Social Responsibility Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
||
|---|---|---|---|---|
| Yes | No | Abstract Explanation2 |
||
| on a regular basis? | We not only conforms to regulatory requirements on safety and health but has also introduced the OHSAS 18001 occupational safety & health management system. |
|||
| (4) Does the company setup a communication channel with employees on a regular basis, as well as reasonably inform employees of any significant changes in operations that may have an impact on them? |
ˇ |
PowerTech Group values two-way communications and is committed to keeping the communication channels between the management level and their subordinates, as well as among peers, open and transparent. To ensure that employees’ opinions and voices are heard, and their issues are addressed effectively, impartial submission mechanisms, including quarterly labor-management communication meetings, are in place to provide timely support. Continuous efforts are made to reinforce mutual and timely employee communications, based on multiple channels and platforms, which, in turn, fosters harmonious labor relations and creates a win-win situation for the Company and its employees. At the same time, efforts are made to ensure that employees are informed of currentpolicies. |
||
| (5) Does the company provide its employees with career development and trainingsessions? |
ˇ |
PowerTech Group not only assesses and provides feedback on employees’ skills and interests, but also offers training and development activities that match their career development objectives and job needs. |
||
| (6) Does the company establish any consumer protection mechanisms and appealing procedures regardingresearch |
ˇ |
Customer Service Department Establishment of the Customer Service Department allows us to integrate existing customer service resources to respond to and match customers’ various demands in a timely and precise manner and improve customer satisfaction through assurance of servicequality. A free service hotline acceptsproduct |
44
| Evaluation Item | Implementation Status1 | Deviations from “the Corporate Social Responsibility Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
||
|---|---|---|---|---|
| Yes | No | Abstract Explanation2 |
||
| development, purchasing, producing, operating and service? |
queries, service consulting, and complaints from customers. Customer Protection We respect and protect all technology, techniques, documents and information provided by our customers, while requiring all of our employees and suppliers to abide by the relevant confidentiality agreements. We also have security controls in place to ensure the safety of the Company’s and our customers’ confidential information. |
|||
| (7) Does the company advertise and label its goods and services according to relevant regulations and international standards? |
ˇ |
When labeling and advertising its products worldwide, PowerTech Group consistently honors regional and national regulations without misleading its customers by exaggerating the information provided. |
||
| (8) Does the company evaluate the records of suppliers’ impact on the environment and society before taking on business partnerships? |
ˇ |
The Company has thousands of suppliers in different regions, and engages in mutual learning for common progress in the areas of social and environmental matters, such as hazardous substance control, environmental protection, labor safety and health, human rights, conflict metals, and carbon footprint. At the same time, suppliers are required to voluntarily inform the Company of any violations against the corporate social responsibility policy. |
||
| (9) Do the contracts between the company and its major suppliers include |
ˇ |
When suppliers breach the corporate social responsibility policy and cause appreciable impact on the environment and society, PowerTech Group may terminate anyagreements at anytime by providingthe suppliers with 60 days’ |
45
| Evaluation Item | Implementation Status1 | Implementation Status1 | Implementation Status1 | Deviations from “the Corporate Social Responsibility Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
|---|---|---|---|---|
| Yes | No | Abstract Explanation2 |
||
| termination clauses which come into force once the suppliers breach the corporate social responsibility policy and cause appreciable impact on the environment and society? |
written notice, or pay in lieu thereof, without any further obligation or compensation. |
|||
| 4.Enhancing Information Disclosure (1) Does the company disclose relevant and reliable information regarding its corporate social responsibility on its website and the Market Observation Post System(MOPS)? |
ˇ |
“http://www.power-tech.com.tw” Can reveal corporate CSR related information | depend on the company's operating conditions and scale settings |
|
| 5. If the Company has established the corporate social responsibility principles based on “the Corporate Social Responsibility Best-Practice Principles for TWSE/TPEx Listed Companies”, please describe any discrepancy between the Principles and their implementation: No major difference. Powertech has established corporate social responsibility principles based on “the Corporate Social Responsibility Best-Practice Principles for TWSE/TPEx Listed Companies”. |
- If the Company has established the corporate social responsibility principles based on “the Corporate Social Responsibility Best-Practice Principles for TWSE/TPEx Listed Companies”, please describe any discrepancy between the Principles and their implementation: No major difference.
Powertech has established corporate social responsibility principles based on “the Corporate Social Responsibility Best-Practice Principles for TWSE/ TPEx Listed Companies”.
46
| Evaluation Item | Implementation Status1 | Implementation Status1 | Implementation Status1 | Deviations from “the Corporate Social Responsibility Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
|---|---|---|---|---|
| Yes | No | Abstract Explanation2 |
||
6. Other important information to facilitate better understanding of the company’s corporate social responsibility practices:None |
||||
| 7. A clear statement shall be made below if the corporate social responsibility reports were verified by external certification institutions: None |
- Note: 1. Regardless of whether the evaluation item is achieved or not, the company shall state an appropriate explanation. 2. Companies who have compiled CSR reports may cite the source from specific pages of their CSR reports instead.
47
3.3.6 Ethical Corporate Management
| Evaluation Item | Implementation Status1 | Deviations from “the Ethical Corporate Management Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
||
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| 1. Establishment of ethical corporate management policies and programs (1) Does the company declare its ethical corporate management policies and procedures in its guidelines and external documents, as well as the commitment from its board to implement the policies? (2) Does the company establish policies to prevent unethical conduct with clear statements |
ˇˇ |
The Company’s Ethical Corporate Management Best-Practice Principles is a guideline to provide high ethical standards for all employees. The principles are disclosed in the annual report and on the company website. The Board of Directors and the management place the greatest importance in adopting the highest standards of integrity and ethics in corporate management and employee work conduct. Bribery, corruption, deception, and all other forms of improper conduct are prohibited. The Company’s Ethical Corporate Management |
None |
48
| Evaluation Item | Implementation Status1 | Deviations from “the Ethical Corporate Management Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
||
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| regarding relevant procedures, guidelines of conduct, punishment for violation, rules of appeal, and the commitment to implement the policies? (3) Does the company establish appropriate precautions against high-potential unethical conducts or listed activities stated in Article 2, Paragraph 7 of the Ethical Corporate |
ˇ |
Best-Practice Principles have established preventive measures against the following: (a) offering and accepting bribes; (b) illegal political donations; (c) improper charitable donations or sponsorship; (d) offering or accepting unreasonable gifts or hospitality, or other inappropriate benefits. The aforementioned principles and related regulations were announced and disseminated to employees, managers and Board of Directors to enhance integrity and self-discipline. In order to prevent any unethical conduct, all employees must disclose any matters that have or mayhave the appearance of underminingthe |
49
| Evaluation Item | Implementation Status1 | Implementation Status1 | Implementation Status1 | Deviations from “the Ethical Corporate Management Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| Management Best-Practice Principles for TWSE/TPEx Listed Companies? |
Principle, such as any actual or potential conflict of interest. Key employees and senior officers must periodically declare their compliance status with the Principle. PowerTech requires all our suppliers, vendors and partners to declare in writing that they will not engage in any fraud or provide unethical conduct when dealing with the Company or our officers and employees. Internal and external online hotlines have been established for any relevant persons to use in reporting any ethical irregularities for personal investigation by a designated senior management of PowerTech. |
|||
| 2. Fulfill operations integrity policy (1) Does the company evaluate business partners’ ethical records and include ethics-related clauses in business contracts? |
ˇ |
We holds annual business meetings, conveying our integrity requirements to all our business partners. In addition, an ethic-related clause is included in |
None |
50
| Evaluation Item | Implementation Status1 | Implementation Status1 | Implementation Status1 | Deviations from “the Ethical Corporate Management Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| (2) Does the company establish an exclusively (or concurrently) dedicated unit supervised by the Board to be in charge of corporate integrity? (3) Does the company establish policies to prevent conflicts of interest and provide appropriate communication channels, and implement it? |
ˇˇ |
every business contract. If there is any breach of the clause, the Company may terminate the partnership at any time without any further obligation or compensation. The Company established the “Corporate Integrity Team” on 03/16/2016 under the Board’s supervision and submits quarterly reports to the Board of Directors. The Company follows the Company Act, the Securities and Exchange Act, Business Entity Accounting Act, Political Donations Act, Law Against Accepting Bribes Act, Government Procurement Act, Act on Recusal of Public |
51
| Evaluation Item | Implementation Status1 | Implementation Status1 | Implementation Status1 | Deviations from “the Ethical Corporate Management Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| (4) Has the company established effective systems for both accounting and internal control to facilitate ethical corporate management, and are they audited by either internal auditors or CPAs on a regular basis? |
ˇ |
Servants Due to Conflicts of Interest and other relevant regulations for listed companies. The Company also conducts due diligence before trading with upstream and downstream companies to minimize the risks. At the same time, the Company has made a hotline available for submissions of regarding conflicts of interest. The Company has established accounting and internal control systems to ensure integrity in our operations. After internal auditors have analyzed and reviewed the annual audit program according to the risk evaluation results, the Company will compiles them into an audit report. |
52
| Evaluation Item | Implementation Status1 | Implementation Status1 | Implementation Status1 | Deviations from “the Ethical Corporate Management Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| (5) Does the company regularly hold internal and external educational trainings on operational integrity? |
ˇ |
The Company carries out regular training for employees every quarter. For new employees, training on ethical rules, conflicts of interest, business morals, and all other related subjects are carried out during their first week of work. All employees are required to receive integrity training for at least two hours eachyear. |
||
| 3. Operation of the integrity channel (1) Does the company establish both a reward/punishment system and an integrity hotline? Can the accused be reached by an appropriate person for follow-up? |
ˇ |
The Company establishes various reporting channels so that employees and relevant people can report improper business behaviors through the system. After a confidential investigation, anyone who violates the regulations on operational integrity will be punished according to the Company’s regulations on reward and punishment. In cases of illegal conduct, legal actions will be |
None |
53
| Evaluation Item | Implementation Status1 | Implementation Status1 | Implementation Status1 | Deviations from “the Ethical Corporate Management Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| (2) Does the company establish standard operating procedures for confidential reporting on investigating accusation cases? (3) Does the company provide proper whistleblower protection? |
ˇˇ |
taken as well. The Company has in place SOPs authorized by the Board which could be applied on any confidential investigations on such cases. The Company takes whistleblower protection seriously since the core purpose is protection from unlawful reprisal for diligent employees who step forward to identify potential wrongdoing. The Company has a dedicated hotline for whistleblower protection whether first-line managers and the Board if necessary, can directly review and determine appropriate actions against reprisal of complaints. |
54
| Evaluation Item | Implementation Status1 | Implementation Status1 | Implementation Status1 | Deviations from “the Ethical Corporate Management Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| 4. Strengthening information disclosure (1) Does the company disclose its ethical corporate management policies and the results of its implementation on the company’s website and MOPS? |
ˇ |
The Company’s Ethical Corporate Management Best-Practice Principles and the results of our implementation have been posted on the Company’s Chinese / English website and MOPS. |
None | |
| 5. If the company has established the ethical corporate management policies based on the Ethical Corporate Management Best-Practice Principles for TWSE/TPEx Listed Companies, please describe any discrepancy between the policies and their implementation. There have been no differences. |
||||
| 6. Other important information to facilitate a better understanding of the company’s ethical corporate management policies (e.g., review and amend its policies). (a) To implement the basics of ethical corporate management policies, the Company operates under the Company Act, Securities and Exchange Act, Businesses EntityAccountingAct, related regulations for TWSE/TPEx-Listed Companies, and other laws and decrees |
55
| Evaluation Item | Implementation Status1 | Implementation Status1 | Implementation Status1 | Deviations from “the Ethical Corporate Management Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons |
|---|---|---|---|---|
| Yes | No | Abstract Illustration | ||
| concerning business transactions. (b) The Company has set up the "Management Procedures for Preventing Insider Trading", which specifies that directors, supervisors, managers, and employees are not allowed to reveal inside information to others or to inquire non-public information that is irrelevant to his/her business scope. (c) For more detailed information,please refer to Power-tech’s official website: www.power-tech.com.tw |
Note: Regardless of whether the evaluation item is achieved or not, the company shall state an appropriate explanation.
56
3.3.7 Corporate Governance Guidelines and Regulations
Please refer to the Company’s website at www.power-tech.com.com.tw
3.3.8 Other Important Information Regarding Corporate Governance
None.
3.3.9 Internal Control Systems
None.
3.3.10 Major Resolutions of Shareholders’ Meeting and Board Meetings
| Item | Date | Major resolutions |
|---|---|---|
| Board meeting | 03, 13, 2017 | 1. Approval of the 2016 business report and financial statements. 2. Approval of the distribution of 2016 retained earnings and employee profit sharing. |
| Board meeting | 05,08,2017 | 1. Approval of the 2017 Q1 financial statements. |
| Board meeting | 08,07,2017 | 1. Approval of the 2017 Q2 financial statements. |
| Board meeting | 10, 06, 2017 | 1. The company plans to plan the establishment of its own "cloud service operating system" . |
| Board meeting | 11.06,2017 | 1. Approval of the 2017 Q3 financial statements. 2. The company owns TRICKLESTAR’s share options and plans not to implement the case. |
| Board meeting | 03,19,2018 | 1. Approval of the 2017 financial statements. 2. Approval of the distribution of 2017 retained earnings and employee profit sharing. |
57
| Shareholders’ meeting |
06,14,2017 | 1. Adoption of the 2016 Business Report and Financial Statements 2. Adoption of the Proposal for the Distribution of 2016 Profits Discussion 1. Amendment to the Rules of Shareholders’ Meeting |
|
|---|---|---|---|
- 3.3.11 Major Issues of Record or Written Statements Made by Any Director or Supervisor Dissenting to Important Resolutions Passed by the Board of Directors
None
- 3.3.12 Resignation or Dismissal of the Company’s Key Individuals, Including the Chairman, CEO, and Heads of Accounting, Finance, Internal Audit and R&D
None
58
3.4 Information Regarding the Company’s Audit Fee and Independence
3.4.1 Audit Fee
| Accounting Firm | Name of CPA | Period Covered by CPA’s Audit |
Remarks |
|---|---|---|---|
| KPMG | Hsu, Yu-Feng, Mei, Yuan-Chen |
2017.01.01~2017.12.31 |
.
| Fee Items Fee Range |
Fee Items Fee Range |
Audit Fee | Non-audit Fee |
Total |
|---|---|---|---|---|
| 1 | Under NT$ 2,000,000 | 387 | 387 | |
| 2 | NT$2,000,001 ~ NT$4,000,000 | 2,700 | 2,700 | |
| 3 | NT$4,000,001 ~ NT$6,000,000 | |||
| 4 | NT$6,000,001 ~ NT$8,000,000 | |||
| 5 | NT$8,000,001 ~ NT$10,000,000 | |||
| 6 | Over NT$100,000,000 |
Unit: NT$ thousands
59
3.4.2 Replacement of CPA
A. Regarding the former CPA
| Replacement Date | _ | _ | _ | _ | _ |
|---|---|---|---|---|---|
| Replacement reasons and explanations |
_ | ||||
| Describe whether the Company terminated or the CPA did not accept the appointment |
Parties Status |
CPA |
The Company | ||
| Termination of appointment |
- | - | |||
| No longer accepted (continued) appointment |
- | - | |||
| Other issues (except for unqualified issues) in the audit reports within the last two years |
None |
||||
| Differences with the company |
Yes | - | Accounting principles or practices | ||
| - | Disclosure of Financial Statements | ||||
| - | Audit scope or steps | ||||
| - | Others | ||||
| None | | ||||
| Remarks/specifydetails: | |||||
| Other Revealed Matters |
None |
60
B. Regarding the successor CPA
==> picture [461 x 235] intentionally omitted <==
----- Start of picture text -----
Name of accounting firm -
Name of CPA -
Date of appointment -
Consultation results and opinions on
accounting treatments or principles with
respect to specified transactions and the
None
company's financial reports that the CPA
might issue prior to the engagement.
Succeeding CPA’s written opinion of
disagreement toward the former CPA None
----- End of picture text -----
3.4.3 Audit Independence
The Company’s Chairman, Chief Executive Officer, Chief Financial Officer, and managers
- in charge of its finance and accounting operations did not hold any positions in the Company’s independent auditing firm or its affiliates during 2017.
3.5 Changes in Shareholding of Directors, Supervisors, Managers and Major Shareholders
| Unit: Shares | Unit: Shares | ||||
|---|---|---|---|---|---|
| Title | Name | 2017 | As of Apr.15,2018 | ||
| Holding Increase (Decrease) |
Pledged Holding Increase (Decrease) |
Holding Increase (Decrease) |
Pledged Holding Increase (Decrease) |
||
| Chairman/President | JonieChou | (68,582) | 0 | 0 | 0 |
| Director | Michael Tian-Shyug Lee |
0 | 0 | 0 | 0 |
| Director | George Lee | 0 | 0 | 0 | 0 |
| Director | Jennifer Lai | 0 | 0 | 0 | 0 |
| Independent Director |
Chun-Chi Yang | 0 | 0 | 0 | 0 |
| Independent Director |
Tsung-Pei Lee | 0 | 0 | 0 | 0 |
61
| Supervisor | Chin-Yang Chen | 99,000 | 0 | 0 | 0 |
|---|---|---|---|---|---|
| Supervisor | Shin-Rong Shiah-Hou | 0 | 0 | 0 | 0 |
| Supervisor | Jun-YuHuang | 0 | 0 | 0 | 0 |
| V.President | Lillian Yeh | (168,582) | 0 | 0 | 0 |
| FactoryDirector | LouisChen(note) | 0 | 0 | 0 | 0 |
| FactoryDirector | T.C. Wu | 0 | 0 | 0 | 0 |
| Factory V.Director | Daniel Yeh | 0 | 0 | 0 | 0 |
| Director | Hermione Tsai | (9,000) | 0 | 0 | 0 |
| Director | C.S. Chiang | (5,000) | 0 | 0 | 0 |
| CFO | Kevin Kuo | 0 | 0 | 0 | 0 |
| Director | FrankieChen | (10,000) | 0 | 0 | 0 |
| Special Assistant | Henry Gong | 0 | 0 | 0 | 0 |
| R&D thief | Winston Lee | 0 | 0 | 0 | 0 |
| Director | EldonChang(note) | None | None | 0 | 0 |
| Special Assistant | Lisa Shen(note) | None | None | 0 | 0 |
Note: Eldon Chang was appointed at 2018.01.02; Lisa Shen was appointed at 2018.3.15
3.5.1 Shares Trading with Related Parties
| Name | Reason for Transfer |
Date of Transaction |
Transferee | Relationship between Transferee and Directors, Supervisors, Managers and Major Shareholders |
Shares |
Transaction Price (NT$) |
|---|---|---|---|---|---|---|
| Jonie Chou | Gift | 2017.02.07 | Zhi ShangChou | Parents | 168,582 | |
| Lillian Yeh | Gift |
2017.02.07 | Pin Jun Chou | Parents | 168,582 |
3.5.2 Shares Pledge with Related Parties
| Name | Reason for Pledge |
Date of Transaction |
Transferee | Relationship between Transferee and Directors, Supervisors, Managers and Major Shareholders |
Shares | Shares holding % |
Shares Pledged % |
Pledged Amount |
|---|---|---|---|---|---|---|---|---|
3.6 Relationship among the Top Ten Shareholders
As of 04/15/2018
| Name | Current Shareholding |
Current Shareholding |
Spouse’s/minor’s Shareholding |
Spouse’s/minor’s Shareholding |
Shareholding by Nominee Arrangement |
Shareholding by Nominee Arrangement |
Name and Relationship Between the Company’s Top Ten Shareholders, or Spouses or Relatives Within Two Degrees |
Name and Relationship Between the Company’s Top Ten Shareholders, or Spouses or Relatives Within Two Degrees |
Remarks |
|---|---|---|---|---|---|---|---|---|---|
| Shares | % | Shares | % | Shares | % | Name | Relationship | ||
| Jonie Chou | 7,649,035 | 7.89 | 5,794,569 | 5.90 | - | - | Lillian Yeh Pin junChou Zhi Shang Chou Bai Jun Yeh |
Wife Daughter son wife’s sister |
|
| Jinghong invest. Co. Ltd. |
7,079,048 | 7.21 | - | - | - | - | - | - | |
| Lillian Yeh | 5,794,569 | 5.90 | 7,649,035 | 7.89 | - | - | Jonie Chou Pin Jun Chou |
Husband Daughter |
62
| Zhi Shang Chou Bai Jun Yeh |
son sister |
||||||||
|---|---|---|---|---|---|---|---|---|---|
| Zhi Shang Chou |
4,440,596 | 4.52 | - | - | - | - | Jonie Chou Lillian Yeh Pin Jun Chou |
Father Mother Sister |
|
| Pin Jun Chou |
4,135,597 | 4.21 | - | - | - | - | Jonie Chou Lillian Yeh Zhi Shang Chou |
Father Mother Brother |
|
| FuCheng invest. Co.Ltd |
4,100,214 | 4.17 | - | - | - | - | - | - | |
| CDIB Capital Group |
3,234,596 | 3.29 | - | - | - | - | - | - | |
| Bai Jun Yeh |
3,110,271 | 3.17 | - | - | - | - | Jonie Chou Lillian Yeh Pin Jun Chou Zhi Shang Chou |
Sister’s husband Sister Sister’s daughter Sister’s son |
|
| Kuo Ching | 2,902,000 | 2.95 | - | - | - | - | - | - | |
| Kuo ying Dai |
1,956,076 | 1.99 | Jonie Chou Lillian Yeh |
Wife’s brother Brother’s wife |
3.7 Ownership of Shares in Affiliated Enterprises
Unit:NTD/ shares/ %
| Affiliated Enterprises |
Ownership by the Company | Ownership by the Company | Direct or Indirect Ownership by Directors,Supervisors,Managers |
Direct or Indirect Ownership by Directors,Supervisors,Managers |
Total Ownership |
Total Ownership |
|---|---|---|---|---|---|---|
| Shares | % | Shares | % | Shares | % | |
| DIGITAL WORLD INC. |
12,293 | 100% |
- |
- |
12,293 | 100% |
| OPPORTUNIST INT’L CO.,LTD. |
3,855 |
100% |
- |
- |
3,855 | 100% |
| Hurray Cloud Technology Co., LTD |
3,125 | 100% |
3,125 | 100% |
||
| De Yan Management Consulting Co., Ltd |
200 | 100% |
200 | 100% |
||
| ZERNET LIMITED | 300 | 30% |
- |
- |
300 | 30% |
| BEST WISDOM LIMITED |
12,264 | 100% |
- |
- |
12,264 | 100% |
| TREASURE LUCK INC. |
10 | 100% |
- |
- |
10 | 100% |
| SURGELION LINT’L LTD. |
Capital | 100% |
- |
- |
capital | 100% |
| DONGGUAN QUAN SHENG ELECRIC CO.,LTD |
Capital | 100% |
- |
- |
Capital | 100% |
| TOTAL PLUS INT’L LTD. |
3,855 | 100% |
- |
- |
3,855 | 100% |
63
| PERFECT SKY INT’L LTD. |
10 | 100% |
- |
- |
10 | 100% |
|---|---|---|---|---|---|---|
| DONGGUAN FU JU ELECTRIC CO.,LTD |
Capital | 100% |
- |
- |
capital | 100% |
| DONGGUAN KANG CHI TRADING LTD. |
Capital | 100% |
- |
- |
capital | 100% |
2017.12.31
64
IV. Capital Overview
4.1 Capital and Shares
4.1.1 Source of Capital
A. Issued Shares
| As of 04/30/2015(NTD) | As of 04/30/2015(NTD) | As of 04/30/2015(NTD) | ||||||
|---|---|---|---|---|---|---|---|---|
| Month/ Year |
Par Value (NT$) |
Authorized Capital | Paid-in Capital | Remark | ||||
| Shares | Amount (NT$ thousands) |
Shares | Amount (NT$ thousands) |
Sources of Capital | Capital Increased by Assets Other than Cash |
Other |
||
| 2000.11 | 10 | 5,000,000 | 50,000,000 | 5,000,000 | 50,000,000 | Cash replenishment NTD 50,000,000 |
||
| 2002.04 | 10 | 20,000,000 | 200,000,000 | 15,000,000 | 150,000,000 | Cash replenishment NTD 100,000,000 |
||
| 2003.01 | 10 | 60,000,000 | 600,000,000 | 30,000,000 | 300,000,000 | Cash replenishment NTD 150,000,000 |
||
| 2003.05 | 10 | 60,000,000 | 600,000,000 | 45,000,000 | 450,000,000 | Cash replenishment NTD 50,000,000 Capital reserve to capital increase NTD100,000,000 |
||
| 2003.09 | 10 | 60,000,000 | 600,000,000 | 50,000,000 | 500,000,000 | Capital reserve to capital increase NTD 45,000,000 and employees bonus to capital increase NTD 5,000,000 |
||
| 2004.10 | 10 | 86,000,000 | 860,000,000 | 66,500,000 | 665,000,000 | Capital reserve to capital increase NTD 150,000,000 and employees bonus to capital increase NTD 15,000,000 |
||
| 2005.08 | 10 | 126,900,000 | 1,269,000,000 | 81,600,000 | 816,000,000 | Capital reserve to capital increase NTD 133,000,000 and employees bonus to capital increase NTD 18,000,000 |
||
| 2006.10 | 10 | 126,900,000 | 1,269,000,000 | 91,450,000 | 914,500,000 | Capital reserve to capital increase NTD 89,600,000 and employees bonus to capital increase NTD 8,900,000 |
||
| 2007.08 | 10 | 126,900,000 | 1,269,000,000 | 104,095,020 | 1,040,950,200 | Convertible CB to convert common stock NTD 26,000,200 |
||
| 2007.09 | 10 | 126,900,000 | 1,269,000,000 | 104,095,020 | 1,040,950,200 | Capital reserve to capital increase NTD |
65
| 91,450,000 and employees bonus to capital increase NTD 9,000,000 |
||||||||
|---|---|---|---|---|---|---|---|---|
| 2007.11 | 10 | 126,900,00 | 1,269,000,000 | 105,493,336 | 1,054,933,360 | Convertible CB to convert common stock NTD 13,983,160 |
||
| 2008.04 | 10 | 126,900,000 | 1,269,000,000 | 105,617,963 | 1,056,179,630 | Convertible CB to convert common stock NTD 1,246,270 |
||
| 2008.10 | 10 | 150,000,000 | 1,500,000,000 | 112,098,861 | 1,120,988,610 | Capital reserve to capital increase NTD 52,808,980 and employees bonus to capital increase NTD 12,000,000 |
||
| 2011.06 | 10 | 150,000,000 | 1,500,000,000 | 112,107,656 | 1,121,076,560 | Convertible CB to convert common stock NTD 300,002011 |
||
| 2011.09 | 10 | 150,000,000 | 1,500,000,000 | 112,116,450 | 1,121,164,500 | Convertible CB to convert common stock NTD 300,000 |
||
| 2015.12 | 10 | 150,000,000 | 1,500,000,000 | 109,116,450 | 1,091,164,500 | Cancelled treasury shares NTD 30,000,000 |
||
| 2016.04 | 10 | 150,000,000 | 1,500,000,000 | 108,224,450 | 1,082,244,500 | Cancelled treasury shares NTD 8,920,000 |
||
| 2016.06 | 10 | 150,000,000 | 1,500,000,000 | 103,224,450 | 1,032,244,500 | Cancelled treasury shares NTD 50,000,000 |
||
| 2017.01. | 10 | 150,000,000 | 1,500,000,000 | 98,224,450 | 982,244,500 | Cancelled treasury shares NTD 50,000,000 |
B. Type of Stock
2018.4.15
| B. Type of Stock |
2018.4.15 | |||
|---|---|---|---|---|
| Share Type | Authorized Capital | Remarks | ||
| Issued Shares | Un-issued Shares | Total Shares | ||
| Registered common stocks |
98,225,450 | 51,775,550 | 150,000,000 |
4.1.2 Status of Shareholders
| As of 04/15/2017 | As of 04/15/2017 | |||||
|---|---|---|---|---|---|---|
| Item | Government Agencies |
Financial Institutions |
Other Juridical Persons |
Domestic Natural Persons |
Foreign Institutions & Natural Persons |
Total |
| Number of Shareholders |
0 | 1 |
11 | 14 | 3,916 | 3,942 |
| Shareholding (shares) |
0 | 3,234,596 |
11,435,022 | 2,210,888 | 81,343,944 | 98,224,450 |
66
Percentage 0.00% 3.29% 11.64% 2.25% 82.82% 100.00%
4.1.3 Shareholding Distribution Status
A. Common Share
As of 04/15/2018
| Class of Shareholding (Unit: Share) |
Number of Shareholders |
Shareholding (Shares) | Percentage |
|---|---|---|---|
| 1 ~ 999 | 811 | 150,684 | 0.15% |
| 1,000 ~ 5,000 | 2,121 | 4,766,975 | 4.85% |
| 5,001 ~ 10,000 | 420 | 3,400,100 | 3.46% |
| 10,001 ~ 15,000 | 154 | 1,992,928 | 2.03% |
| 15,001 ~ 20,000 | 107 | 1,961,993 | 2.00% |
| 20,001 ~ 30,000 | 101 | 2,627,589 | 2.68% |
| 30,001 ~ 40,000 | 40 | 1,449,144 | 1.48% |
| 40,001 ~ 50,000 | 31 | 1,415,706 | 1.44% |
| 50,001 ~ 100,000 | 67 | 4,586,850 | 4.67% |
| 100,001 ~ 200,000 | 40 | 5,627,253 | 5.73% |
| 200,001 ~ 400,000 | 20 | 5,421,158 | 5.52% |
| 400,001 ~ 600,000 | 1 | 590,449 | 0.60% |
| 600,001 ~ 800,000 | 8 | 5,510,418 | 5.61% |
| 800,001 ~ 1,000,000 | 2 | 1,736,704 | 1.77% |
| 1,000,001 or over | 19 | 56,986,499 | 58.01% |
| Total | 3,942 | 98,224,450 | 100.00% |
Note: NTD 10/share
4.1.4 List of Major Shareholders
| As of 04/15/2018 | As of 04/15/2018 | |
|---|---|---|
| Shareholder's Name | Shareholding | |
| Shares | Percentage | |
| JonieChou | 7,649,035 | 7.89% |
| Jinghonginvest. Co.,Ltd | 7,079,048 | 7.21% |
| Lillian Yeh | 5,794,569 | 5.90% |
| ZhiShang Chou | 4,440,596 | 4.52% |
| PinJunChou | 4,135,597 | 4.21% |
| FuChenginvest. Co.,Ltd. | 4,100,214 | 4.17% |
| CDIBCapitalGroup | 3,234,596 | 3.29% |
| BaiJun Yeh | 3,110,271 | 3.17% |
| KuoChing | 2,902,000 | 2.95% |
67
1,956,076
Kuo ying Dai
1.99%
68
4.1.5 Market Price, Net Worth, Earnings, and Dividends per Share
| Unit: NT$ | |||
|---|---|---|---|
| Items | 2016 | 2017 | 01/01/2018-04/15/2018 |
| Market Price per Share | |||
| Highest Market Price | 15.60 | 24.4 | 17.4 |
| Lowest Market Price | 10.80 | 12.55 | 14.05 |
| Average Market Price | 12.80 | 18.69 | 15.42 |
| Net Worth per Share | |||
| Before Distribution | 17.36 | 15.67 | - |
| After Distribution | 16.22 | - | - |
| Earnings per Share | |||
| Weighted Average Shares (thousand shares) |
106,221 | 98,932 | - |
| Diluted Earnings Per Share | 1.22 | 0.02 | - |
| Adjusted Diluted Earnings Per Share | 1.22 | 0.02 | - |
| Dividends per Share | |||
| Cash Dividends | 1.20 | - | - |
| Stock Dividends | |||
| Dividends from Retained Earnings | - | - | - |
| Dividends from Capital Surplus | - | - | - |
| Accumulated Undistributed Dividends | - | - | - |
| Return on Investment | |||
| Price / Earnings Ratio (Note 1) | 10.49 | 934.50 | |
| Price / Dividend Ratio (Note 2) | 10.67 | - | |
| Cash Dividend Yield Rate (Note 3) | 9.38 | - |
Note 1: Price / Earnings Ratio = Average Market Price / Earnings per Share Note 2: Price / Dividend Ratio = Average Market Price / Cash Dividends per Share Note 3: Cash Dividend Yield Rate = Cash Dividends per Share / Average Market Price
4.1.6 Dividend Policy and Implementation Status
A. Dividend Policy
If earnings are available for distribution at the end of a fiscal year, 10% of net earnings – that is, after offsetting any loss from prior year(s) and paying all taxes and dues – shall be set aside as legal reserve and appropriated in accordance with the Securities Exchange Law. The remaining net earnings can be distributed along with prior accumulated unappropriated retained earnings. The Board of Directors will consider the above-mentioned factors when making the dividend distribution proposal. Dividends will be distributed in accordance with the resolution approved by the Board of Directors and at the annual shareholders’ meeting. The remaining balances will be distributed in the following manner:
- 2-15 % as a bonus for employees;
69
-
Do not exceed 3 % as compensation for directors and supervisors;
-
The rest as a bonus for shareholders.
In addition, the company’s focus on the distribution of earnings is based on the amount of the distributable earnings. If the total amount of surplus that can be distributed in the current year is calculated based on the outstanding number of shares outstanding, the distribution will be no less than NT$1 and will be no less than the distributable amount. Seventy percent of the surplus is the standard for distribution in the year.
B. Proposed Distribution of Dividend
The proposal for the distribution of 2017 profits was passed at the meeting of the Board of Directors. The proposal for a cash dividend of NT$ 0.00 per share will be discussed at the annual shareholders’ meeting.
4.1.7 Employee Bonus and Directors' and Supervisors' Remuneration
- A. Information Relating to Employee Bonus and Directors’ and Supervisors’ Remuneration in the Articles of Incorporation
If earnings are available for distribution at the end of a fiscal year, 10% of net earnings – that is, after offsetting any loss from prior year(s) and paying all taxes and dues – shall be set aside as legal reserve and appropriated in accordance with the Securities Exchange Law. The remaining net earnings can be distributed along with prior accumulated unappropriated retained earnings. The Board of Directors will consider the above-mentioned factors when making the dividend distribution proposal.
The company charter prescribes the following for the employee bonus and compensation for directors and supervisors:
-
2-15 % as a bonus for employees;
-
Do not exceed 3 % as compensation for directors and supervisors;
-
The rest as a bonus for shareholders.
If the above-mentioned bonus for employees is in the form of a stock bonus, it may also be distributed to employees of subsidiary companies. The Board of Directors is authorized to work out the conditions and procedures of making such distribution.
-
B. The Estimated Basis for Calculating the Employee Bonus and Directors’ and Supervisors’ Remuneration
-
C. Profit Distribution for Employee Bonus and Directors’ and Supervisors’ Remuneration for 2017 Approved in Board of Directors Meeting
(1) Recommended Distribution of Employee Bonus and Directors’ and Supervisors’ Remuneration: (NT$ thousands) Employee Bonus – in Cash NTD 88,000 Directors' and Supervisors' Remuneration NTD 0 Total NTD 88,000
70
(2) Ratio of Recommended Employee Stock Bonus to Capitalization of Earnings: No
4.1.8 Buyback of Treasury Stock
| As of 04/15/2017 | ||
|---|---|---|
| Treasury stocks: Batch Order | 5thBatch | 6thBatch |
| Purpose of buy-back | To safeguard the company's credit and shareholders'equity |
To safeguard the company's credit and shareholders'equity |
| Timeframe of buy-back | 2016.7.13~2016.8.26 | 2017.2.2~2017.3.6 |
| Price range | NTD 12.51~15.18 | NTD 14.38~19.97 |
| Class, quantity of shares bought back |
Common share(5,000,000 shares) |
Common share(5,000,000 shares) |
| Value of shares bought-back (in NT$thousands) |
68,345 | 89,837 |
| Shares sold/transferred/cancelled | 5,000,000shares | 5,000,000shares |
| Accumulated number of company shares held |
- | - |
| Percentage of total company shares held(%) |
- | - |
4.2 Bonds
4.2.1 Corporate Bonds
None
4.2.2 Convertible Bonds
| Corporate bond type | Corporate bond type | 1stUnsecured Convertible Corporate Bond | 1stUnsecured Convertible Corporate Bond | 1stUnsecured Convertible Corporate Bond |
|---|---|---|---|---|
Item |
Year |
2010 | 2011 | As of 2012.3.12 |
| Market price of the convertible bond |
Highest | 136.45 | 48.00 | 138.60 |
| Lowest | 136.00 | 138.60 | 138.60 | |
| Average | 136.20 | 142.12 | 138.60 | |
| Convertible Price | NT$33.38 | |||
| Issue date and conversion price at issuance |
Issue Date: 2007/3/12 NT$55.23/share |
|||
| Conversion methods | Paid bycash |
71
4.2.3 Exchangeable Bonds None
4.2.4 Shelf Registration for Issuing Bonds
None
4.2.5 Corporate Bonds with Warrants
None
4.3 Global Depository Receipts
None
4.4 Employee Stock Options
None
4.4.1 Issuance of Employee Stock Options None
4.4.2 List of Executives Receiving Employee Stock Options and the Top Ten Employees with Stock Options
None
4.4.3 Issuance of New Restricted Employee Shares
None
4.4.4 List of Executives Receiving New Restricted Employee Shares and the Top Ten Employees with New Restricted Employee Shares
None
4.5 Status of New Shares Issuance in Connection with Mergers and Acquisitions
None
4.6 Financing Plans and Implementation
None
4.6.1 Finance Plans
None
4.6.2 Implementation
None
72
V. Operational Highlights
5.1 Business Activities
5.1.1 Business Scope
-
A. Main areas of business operations
-
a. electronic circuit power protection manufacturing industry.
-
b. data storage and processing equipment manufacturing industry.
-
c. wired communications machinery and equipment manufacturing industry.
-
d. wireless communications machinery and equipment manufacturing industry.
-
e. electronic components and manufacturing industry.
-
f. other electrical and electronic machinery and equipment manufacturing industry.
-
g. international trade.
-
h. manufacturing output.
-
i. business which is not prohibited or restricted except in the case of a permitted business.
B. Revenue distribution
| B. Revenue distribution | ||
|---|---|---|
Unit;NT$ thousands(%)of TotalSales 75.27% 12.05% 10.78% 1.90% 100.00% |
||
| Major Divisions | TotalSales in Year 2017 | (%)of TotalSales |
| Surge Protector for IT Peripherals |
2,151,542 | 75.27% |
| Power Noise Filter for Audio andVideo Devices |
344,586 | 12.05% |
| IoT and Smart Home Power Safety Syster |
308,110 | 10.78% |
| Others | 55,391 | 1.90% |
| Total | 2,858,629 | 100.00% |
C. Main products
The company is to provide a variety of electronic circuits, advanced, safe, professional power protection technology market leader:
| items | products |
|---|---|
| Surge Protector for IT Peripherals |
Line Cord Plug in、Wall Plug、Power Control Center |
| IoT and Smart Home Power SafetySyster |
Lighting Control、Wireless Motion Sensor、SecurityRemote System |
- D. New products development
(1) power protection socket (Surge Protecter): towards a more flexible new design and lower energy-saving low-power circuit protection device.
(2) high-performance charger (Charger): the development of patented multi-voltage charger to the mobile phone or tablet PC market in a variety of different needs, to
73
facilitate home or workplace safety.
(3) energy management: from home or go out can be immediately monitored to the high-end cloud-side power management products.
5.1.2 Industry Overview
Please refer to page 40 of the Chinese annual report.
5.1.3 Research and Development
Please refer to page 41 of the Chinese annual report.
- A. Research and Development Expenses by the Central Research Institute (CRI) in the Past Two Years
| Year | 2017 | 2018(As of March 31) |
|---|---|---|
| Total Expenses(NT$ thousands) | 146,292 | 32,585 |
| Operation net income | 2,858,629 | 459,512 |
| % | 5.12 | 7.09 |
74
B. Research and Development Achievements of the CRI in the Past Two Years
The company in order to maintain the company proud of the advantages of leading technology and strengthen the core competitiveness and enhance service efficiency, research and development of electronic circuit power protection related products research and development and marketing, in recent years the development results are as follows:
| Year | R&D successful technologyorproduct |
Characteristics or use instructions |
|---|---|---|
| 2017 | Wireless transmission power energy management |
Power protection device, with the insertion of sensing function, and the sensor results through wireless transmission, send messages to digital electronic monitoring devices, such as: smart phone (Smart Phone), Tablet PC (Tablet PC), desktop computer (Desktop Computer), Notebook Computer (NoteBook Computer), satellite navigation device (Global Positioning System, GPS) or other wireless devices with wireless communications. Digital electronic monitoring device based on the sensing results, immediately that the power protection device on the use of electricity state, at any time remote control power supply protection device, the effective energy management and saving powerpurposes. |
Intelligent energy - saving cloud network power management system |
Omni-directional power management system: energy management system integration architecture, energy management application service development, cloud use service management program, APPS POWER power management, home power management, enterprise power management, industrial power management, APPS TRIGGER wisdom socket. |
|
| Product Strategy and R&D Technology Center |
For green energy-saving environmental protection and power protector industry, the development of products covering the family, mobile office, digital network environment, business and industrial equipment, to provide consumers and the industry's most advanced technology and the most complete energy management and power protection solutions the main products include: a full range of information products power protection, audio and video products power protection, home intelligent power management system, enterprise intelligent power management system, industrial intelligent power management system. |
5.1.4 Long-term and Short-term Development
Please refer to page 44 of the Chinese annual report.
A. Long-term Development
Marketing strategy
With the electronic market trends, enhance the core technology research and development, to develop a competitive new products, develop new applications and the use of the market to
75
enhance profitability, while expanding the breadth and depth of the product; and layout of its own brand to diversify business risk The
‧ production strategy
Continue to invest in the production of innovative technology research and development,
improve production automation, improve production efficiency, product quality and reduce production costs.
‧Product Strategy
With the future market trends, continue to invest in innovation, high value-added product development.
Financial strategy
If necessary, the use of capital markets to raise funds required for business growth, to
strengthen the company's financial structure, as the basis for sustainable development and development.
B. Short-term Development
Marketing strategy
Maintain existing customer relationships and develop new customers to expand the size of the company's operating economy.
- ‧ production strategy
Strictly control costs, improve the production process, improve the degree of automation, in order to improve the company's international competitiveness.
- ‧ Product Strategy
The development of environmental protection and energy conservation, higher security, technological innovation of electronic circuit power protection products to meet consumer demand for energy saving, home security, work environment security. Actively participate in the development of green energy products, contribute to the Earth's environmental protection. Financial strategy
Based on the principle of conservatism and conservatism, the Company is mainly based on the net inflow of its own funds and operations. If necessary, it should be financed by the bank's financing amount.
5.2 Market and Sales Overview
5.2.1 Market Analysis
A. Sales (Service) Region
- B. Market Share (%) of Major Product Categories in the Last Two Years
| year area |
2016 |
2016 |
2017 | 2017 |
|---|---|---|---|---|
| NTD | % | NTD | % | |
| America | 2,155,504 | 74.48 |
2,086,225 |
72.98 |
76
| Austria | 19,709 | 0.68 |
27,095 |
0.95 |
|---|---|---|---|---|
| Others | 718,762 | 24.84 |
745,309 |
26.07 |
| Total | 2,893,975 | 100.00 |
2,858,629 |
100.00 |
C. Market Analysis of Major Product Categories
Please refer page 45 of Chinese annual report.
D. Favorable and Unfavorable Factors in the Long Term
Please refer page 47 of Chinese annual report.
5.2.2 Production Procedures of Main Products
A. Major Products and Their Main Uses
| Main products | Important use |
|---|---|
SurgeProtectorforITPeripherals |
Mainly used in the computer, information, communications, consumer electronics and precision electronic equipment products in use, from natural factors or human factors generated by the unstable voltage (lightning surge) or electromagnetic interference designed by the power protection device , Can be for network lines, telephone lines, coaxial cable and satellite data signals to protect, not only can enhance the safety of products, but also significantly extend the product life. |
Power Noise Filter for Audio andVideo Devices |
Mainly used in advanced audio, digital TV, home theater and other advanced audio and video products in use, from natural factors or human factors generated by the unstable voltage (lightning surge) or electromagnetic interference designed by the power protection device, in addition , By noise filter function, so that audio and video products more clearly, the sound quality is more pure, but also enhance the terminal audio and video products, power consumption and extend product life. |
IoT and Smart Home Power SafetySystem |
The product is the use of RF (radio frequency) wireless remote control to control the home power and security systems, in order to achieve the purpose of home automation information appliances |
B. Major Products and Their Production Processes
Please refer P49 of Chinese annual report.
5.2.3 Supply Status of Main Materials
The company is to provide a variety of electronic circuits, advanced, safe, professional
77
power protection technology market leader, the operating model through the Taiwan parent company orders, Sun production. Most of the original materials directly from the Sun to buy their own materials, the main key raw materials through the parent company on behalf of the procurement, the company is the industry's leading manufacturers, in a certain procurement bargaining power, so the supply of raw materials is quite stable.
5.2.4 Major Suppliers and Clients
Please refer to page 50~51 of the Chinese annual report.
A. Major Suppliers in the Last Two Calendar Years
| Unit: NT$thousands 2018(As of March 31) Compan y Name Amount Percent Relati -on with Issuer A 44,816 10.67 none Others 375,184 89.33 - Net Total Supplies 420,000 100 |
Unit: NT$thousands 2018(As of March 31) Compan y Name Amount Percent Relati -on with Issuer A 44,816 10.67 none Others 375,184 89.33 - Net Total Supplies 420,000 100 |
Unit: NT$thousands 2018(As of March 31) Compan y Name Amount Percent Relati -on with Issuer A 44,816 10.67 none Others 375,184 89.33 - Net Total Supplies 420,000 100 |
Unit: NT$thousands 2018(As of March 31) Compan y Name Amount Percent Relati -on with Issuer A 44,816 10.67 none Others 375,184 89.33 - Net Total Supplies 420,000 100 |
|||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Item | 2016 | 2017 | 2018(As of March 31) | |||||||||
| Compa ny Name |
Amount | Percent | Relati- on with Issuer |
Company Name |
Amount | Percent | Rela -tion with Issu er |
Compan y Name |
Amount | Percent | Relati -on with Issuer |
|
| 1 | A | 168,404 | 9.63 | none | A | 174,707 | 10.33 | non e |
A | 44,816 | 10.67 | none |
| Others | 1,579,545 | 90.37 | - | Others | 1,516,740 | 89.67 | - | Others | 375,184 | 89.33 | - | |
| Net Total Supplies |
1,747,949 | 100 | - | Net Total Supplies |
1,691,447 | 100 | - | Net Total Supplies |
420,000 | 100 |
Note: Major suppliers refer to those commanding 10%-plus share of annual order volume.
B. Major Clients in the Last Two Calendar Years
| Unit: NT$thousands 2018(As of March 31) Amount Percent Relation with Issuer 73,359 16.00 None 67,569 14.74 None 317,476 69.69 - 458,404 100 - |
Unit: NT$thousands 2018(As of March 31) Amount Percent Relation with Issuer 73,359 16.00 None 67,569 14.74 None 317,476 69.69 - 458,404 100 - |
Unit: NT$thousands 2018(As of March 31) Amount Percent Relation with Issuer 73,359 16.00 None 67,569 14.74 None 317,476 69.69 - 458,404 100 - |
||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Item | Company Name |
2016 | 2017 | 2018(As of March 31) | ||||||||
| Amount | Percent | Relation with Issuer |
Company Name |
Amount | Percent | Relatio n with Issuer |
Company Name |
Amount | Percent | Relation with Issuer |
||
| 1 | X | 556163 | 19.21 | None | X | 480,661 | 16.81 | None | X | 73,359 | 16.00 | None |
| 2 | Y | 280,841 | 9.70 | None | Y | 326,735 | 11.43 | None | Z | 67,569 | 14.74 | None |
| 3 | Z | 280,199 | 9.68 | - | ||||||||
| Others | 1,776,772 | 61.41 | - | Others | 2,051,233 | 71.76 | - | Others | 317,476 | 69.69 | - | |
| Net Sales | 2,893,975 | 100 | - | Net Sales |
2,858,629 | 100 | - | Net Sales | 458,404 | 100 | - |
Note: Major clients refer to those commanding 10%-plus share of annual order volume.
78
5.2.5 Production in the Last Two Years
Unit: NT$ thousands
| Year Output Major Products (or bydepartment) |
2016 | 2016 | 2016 | 2017 | 2017 | 2017 |
|---|---|---|---|---|---|---|
| Capacity | Quantity | Amount | Capacity | Quantity | Amount | |
| Surge Protector for IT Peripherals | 12,127 | 11,228 |
1,817,370 | 15,134 | 629 |
261,809 |
| Power Noise Filter for Audio and Video Devices |
986 |
821 |
406,162 |
530 | 10,345 |
1,443,111 |
| IoT and Smart Home Power SafetySystem |
1,231 | 321 |
113,830 |
1,773 | 930 |
278,342 |
| Others | 522 | 345 |
37,247 |
5 | 636 |
45,134 |
| Total | 14,866 | 12,715 |
2,374,609 | 17,442 | 12,540 |
2,028,396 |
5.2.6 Shipments and Sales in the Last Two Years
Unit: NT$ thousands
| Year Shipments & Sales Major Products (or bydepartments) |
2016 | 2016 | 2017 | 2017 | 2017 | 2017 | ||
|---|---|---|---|---|---|---|---|---|
| Local | Export | Local | Export | |||||
| Quantity | Amount | Quantity | Amount | Quantity | Amount | Quantity | Amount |
|
| Surge Protector for IT Peripherals | — | — | 12,244 | 2,240,614 | 1 |
30 |
12,128 | 2,151,512 |
| Power Noise Filter for Audio and Video Devices |
— |
— | 730 |
471,797 | — |
— |
621 |
344,586 |
| IoT and Smart Home Power SafetySystem |
— | — | 299 |
125,905 | — |
— |
823 |
308,110 |
| Others | — | — | 617 |
55,659 |
— |
— |
1,058 | 54,391 |
| Total | — | — | 13,890 | 2,893,975 | 1 |
30 |
14,630 | 2,858,599 |
79
5.3 Human Resources
| 5.3 Human Resources | 5.3 Human Resources | |||
|---|---|---|---|---|
| Year | 2016 | 2017 | Data as of 15 Apr. 2018 | |
| Number of Employees |
Above the Section Manager class | 71 | 58 |
59 |
| Specialist | 118 | 119 |
118 |
|
| Total | 189 | 177 |
177 |
|
| Average Age | 38.12 | 39.2 |
40.0 |
|
| Average Years of Service | 5.86 | 5.92 |
6.9 |
|
| Education | Ph.D. | 0.53% | 0.56% |
0.56% |
| Masters | 19.58% | 14.12% | 13.56% |
|
| Bachelor’s Degree | 76.19% | 82.49% | 83.05% |
|
| Senior High School | 3.70% | 2.82% |
2.82% |
|
| Below Senior High School |
0% | 0% |
0% |
5.4 Environmental Protection Expenditure
5.4.1 Total Losses and Penalties
The loss or penalty caused by environmental pollution during the latest year and up to the printing date of this annual report: None
5.4.2 Countermeasures
The Company has taken into consideration any potential risks or violation of environmental and regulations in formulating its environmental management system. The Company also closely monitors developments in the government’s environmental policies and regulations to be able to design precautionary measures. For the pollution and wastes generated in the production process, the Company takes the following measures to protect the environment:
The Company's production base in mainland China, in addition to waste cleaning and other normal environmental expenditure, the next two years there is no significant environmental capital expenditure. Cleaning of wastes: Works are done in accordance with the Waste Cleaning Plan, the disposal of waste is reported online in a legal way, and wastes are legally
80
cleaned and recycled.
5.5 Labor Relations
Please refer to page 52 of the Chinese annual report.
5.6 Important Contracts
None
VI. Financial Information
6.1 Five-Year Financial Summary
6.1.1 Condensed Balance Sheet
| YEAR ITEM |
YEAR ITEM |
Financial Summary for The Last Five Years | Financial Summary for The Last Five Years | Financial Summary for The Last Five Years | Financial Summary for The Last Five Years | Financial Summary for The Last Five Years | As of Mar. 31,2018 |
|---|---|---|---|---|---|---|---|
| 2013 | 2014 | 2015 | 2016 | 2017 | |||
| Current assets | 2,016,918 | 2,336,530 | 2,189,102 | 2,293,124 | 1,928,730 |
1,826,174 |
|
| Property, Plant and Equipment | 408,459 | 395,412 | 345,629 |
250,356 |
241,079 |
235,346 |
|
| Intangible assets | _ | _ |
_ |
_ |
_ |
_ |
|
| Other assets | 51,627 | 43,805 |
45,328 |
71,849 |
99,232 |
61,410 |
|
| Total assets | 2,477,004 | 2,755,747 | 2,580,059 | 2,615,329 | 2,269,041 |
2,122,930 |
|
| Current liabilities | Before distribution |
665,818 | 852,729 | 727,788 | 799,193 |
705,914 | 622,562 |
| After distribution |
665,818 | 886,096 | 738,610 | 917,062 |
Not yeah | Not yeah | |
| Non-current liabilities | 29,322 | 28,725 |
28,407 |
23,898 |
23,625 | 23,281 | |
| Total liabilities | Before distribution |
695,140 | 881,454 | 756,195 | 823,091 |
729,549 |
645,843 |
| After distribution |
695,140 | 914,821 | 767,017 | 940,960 |
Not yeah |
Not yeah |
|
| Equity attributable to shareholders of the parent |
1,781,864 | 1,894,293 | 1,823,864 | 1,792,238 | 1,539,492 |
1,477,087 |
|
| Capital stock | 1,121,164 | 1,121,164 | 1,091,164 | 1,032,244 | 982,244 |
982,244 |
|
| Capital surplus | 329,338 | 331,318 | 315,964 |
291,152 |
276,981 |
276,981 |
81
| Retained earnings |
Before distribution |
337,354 | 379,727 | 355,989 | 475,111 |
332,508 | 258,222 |
|---|---|---|---|---|---|---|---|
| After distribution |
337,354 | 346,360 | 345,167 |
357,242 |
Not yeah | Not yeah | |
| Other equity interest | 15,746 | 77,471 |
76,134 |
(6,269) |
(52,241) | (40,360) |
|
| Treasury stock | (21,738) | (15,387) | (15,387) |
_ |
_ |
_ |
|
| Non-controlling interest | _ | _ |
_ |
_ |
_ |
_ |
|
| l i | Before distribution |
1,781,864 | 1,894,293 |
1,823,864 |
1,792,238 | 1,539,492 | 1,477,087 |
| Tota equty | After distribution |
1,781,864 | 1,860,926 |
1,813,042 | 1,674,369 | Not yeah | Not yeah |
6.1.2 Condensed Statement of Comprehensive Income/Condensed Statement of
Income
A. Consolidated Condensed Statement of Comprehensive Income – Based on IFRS
| year Item |
Financial Summary for The Last Five Years | Financial Summary for The Last Five Years | Financial Summary for The Last Five Years | Financial Summary for The Last Five Years | Financial Summary for The Last Five Years | As of Mar.31, 2018 |
|---|---|---|---|---|---|---|
| 2013 | 2014 | 2015 | 2016 | 2017 | ||
| Operatingrevenue | 2,552,588 | 2,948,597 | 2,696,873 | 2,893,975 | 2,858,629 | 459,512 |
| Grossprofit | 326,791 | 473,899 | 453,858 | 549,463 | 468,439 | 38,338 |
| Income from operations |
(118,839) | 1,643 | 1,965 | 103,827 | 52,892 | (52,623) |
| Non-operating income and expenses |
57,282 | 54,407 | 11,570 | 41,244 | (38,740) | (4,259) |
| Income before tax | (61,557) | 56,050 | 13,535 | 145,071 | 14,152 | (56,882) |
| Net income (Loss) | (64,246) | 41,349 | 9,359 | 129,903 | 2,365 | (56,970) |
| Other comprehensive income (income after tax) |
66,490 | 62,749 |
(1,067) |
(82,362) |
(47,405) |
11,881 |
| Total comprehensive income |
2,244 | 104,098 |
8,292 |
47,541 |
(45,040) |
(45,089) |
| Net income attributable to shareholders of the parent |
- | - |
- |
- |
- |
- |
82
| Net income attributable to non-controlling interest |
- | - |
- |
- |
- |
- |
|---|---|---|---|---|---|---|
| Comprehensive income attributable to Shareholders of the parent |
- | - |
- |
- |
- |
- |
| Comprehensive income attributable to non-controllinginterest |
- | - |
- |
- |
- |
- |
| Earnings per share | (0.58) | 0.37 |
0.08 |
1.22 |
0.02 |
(0.58) |
6.1.3 Auditors’ Opinions from 2010 to 2014
| Year | AccountingFirm | CPA | Audit Opinion |
|---|---|---|---|
| 2013 | KPMG | Hsu Yu-Feng, Lu Li Ly | Unqualified opinion |
| 2014 | KPMG | Hsu Yu-Feng, Lu Li Ly | Unqualified opinion |
| 2015 | KPMG | Lu Li Ly, WangYungSheng | Unqualified opinion |
| 2016 | KPMG | Lu Li Ly, WangYungSheng | Unqualified opinion |
| 2017 | KPMG | Hsu, Yu-Feng, Mei, Yuan-Chen | Unqualified opinion |
83
6.2 Five-Year Financial Analysis
A. Consolidated Financial Analysis – Based on IFRS
Item |
Year | Financial Analysis for the Last Five Years |
Financial Analysis for the Last Five Years |
Financial Analysis for the Last Five Years |
Financial Analysis for the Last Five Years |
Financial Analysis for the Last Five Years |
As of Mar. 30,20 18 |
|---|---|---|---|---|---|---|---|
| 2013 | 2014 | 2015 | 2016 | 2017 | |||
| Financial structure (%) |
Debt Ratio | 28.06 | 31.76 | 29.31 | 31.47 | 32.15 | 30.42 |
| Ratio of long-term capital to property, plant and equipment |
443.42 |
486.33 |
535.91 | 725.42 | 648.39 | 637.52 | |
| Solvency (%) | Current ratio | 302.92 | 274.01 |
300.79 | 286.93 | 273.22 | 293.33 |
Quick ratio |
237.11 | 218.18 |
243.71 | 232.78 | 224.68 | 216.68 | |
| Interest earned ratio (times) | _ | _ |
_ |
48,358 | 27.11 |
_ |
|
| Operating performance |
Accounts receivable turnover (times) |
4.62 |
4.47 |
3.49 |
3.87 |
3.59 |
2.72 |
| Average collection period | 79 | 82 |
105 |
94 |
102 |
134 |
|
| Inventory turnover (times) | 6.46 | 6.95 |
6.50 |
7.31 |
8.31 |
5.60 |
|
| Accounts payable turnover (times) |
5.96 | 5.16 |
4.69 |
5.26 |
5.2 |
4.19 |
|
| Average days in sales | 56 | 53 |
56 |
50 |
44 |
65 |
|
| Property, plant and equipment turnover(times) |
6.24 | 7.34 |
7.28 |
9.71 |
11.63 |
7.72 |
|
| Total assets turnover (times) | 1.03 | 1.12 |
1.01 |
1.11 |
1.17 |
0.84 |
|
| Profitability | Return on total assets (%) | (2.59) | 1.57 |
0.35 |
5.00 |
0.12 |
(2.59) |
| Return on stockholders' equity (%) |
(3.51) | 2.25 |
0.50 |
7.18 |
0.14 |
(3.78) | |
| Pre-tax income to paid-in capital(%) |
(5.49) | 5.00 |
1.24 |
14.05 |
1.44 |
(5.79) | |
| Profit ratio (%) | (2.52) | 1.40 |
0.35 |
4.49 |
0.08 |
(12.4) | |
| Earnings per share (NT$) | (0.58) | 0.37 |
0.08 |
1.22 |
0.02 |
- |
|
| Cash flow | Cash flow ratio (%) | 29.37 | (1.48) |
19.32 |
30.9 |
(0.64) |
7.34 |
| Cash flow adequacy ratio (%) |
141.41 | 95.78 |
100.21 | 200.42 | 83.36 |
107.33 | |
| Cash reinvestment ratio (%) | 4.62 | (0.47) |
4.01 |
9.11 |
(5.16) |
1.93 |
|
| Leverage | Operating leverage | (3.04) | 284.56 |
223.93 | 5.11 |
9.76 |
(0.98) |
| Financial leverage | 1.00 | 1.00 |
1.00 |
1.00 |
1.01 |
1.00 |
|
| Analysis of financial ratio differences for the last two years. (Not required if the difference | |||||||
| does not exceed 20%): | |||||||
| 1. Interest protection multiple: Due to the decrease in operating interest in 2017 years | |||||||
| compared to the year of 2016, the interest protection ratio has changed by more than |
84
20% from the previous year
-
Profitability in the indicators of the ratio: As the profit for the 2017 year decreased compared with the year 2016, the ratios of the profitability index all changed by more than 20% from the previous year.
-
Ratio of cash flow indicators: As the operating cash flow ratio for the year 2017 decreased compared with the year 2016, the ratios of the cash flow indicators were all changed by more than 20% from the previous year.
6.3 Supervisors’ Review Report for the Most Recent Year
To: The General Meeting of Shareholders as of year 2017
The undersigned has duly audited the Operating Report, Financial Statements and Schedule of Earnings Distribution prepared by the Board of Directors for the year of 2014, and found the same to be true and correct. Therefore, the Supervisors’ Report is hereby issued in accordance with Article 219 of Company Law.
Powertech industrial Co.,Ltd
Supervisors: Chin-Yang Chen Shin-Rong Shiah-Hou Jun-Yu Huang March 23 , 2018
6.4 Financial Statements for the Years Ended December 31, 2017and 2016 and
Independent Auditors’ Report
Please refer P.60 of Chinese annual report.
85
VII. Review of Financial Conditions, Financial Performance, and Risk
Management
7.1 Analysis of Financial Status
Unit: NT$ thousands
| Unit: NT$ thousands | Unit: NT$ thousands | |||
|---|---|---|---|---|
| Year Item |
2017 | 2016 | Difference | |
| Amount | % | |||
| Current Assets | 1,928,730 | 2,293,124 |
-364,394 |
-15.89% |
| Fixed Assets | 241,079 | 250,356 |
-9,277 |
-3.71% |
| Other Assets | 99,232 | 71,849 |
27,383 |
38.11% |
| Total Assets | 2,269,041 | 2,615,329 |
-346,288 |
-13.24% |
| Current Liabilities | 705,914 | 799,193 |
-93,279 |
-11.67% |
| Long-term Liabilities | 23,635 | 23,898 |
-263 |
-1.10% |
| Total Liabilities | 729,549 | 823,091 |
-93,542 |
-11.36% |
| Capital stock | 982,244 | 1,032,244 |
-50,000 |
-4.84% |
| Capital surplus | 276,981 | 291,152 |
-14,171 |
-4.87% |
| Retained Earnings | 332,508 | 475,111 |
-142,603 |
-30.01% |
| Other Adjustments | -52,241 | -6,269 |
-45,972 |
733.32% |
| Total Stockholders' Equity | 1,539,492 |
1,792,238 |
-257,746 |
-14.10% |
| Analysis of changes in financial ratios: 1. Intangible assets and other assets: Mainly for the year 2017 to strengthen customer relationships and ensure the source of long-term orders, the Board of Directors decided to invest in TrickleStar Limited, one of the company’s main customers, resulting in an increase in the non-current amount of financial assets measured at cost over the current period. 2. Retained earnings: Due to the post-tax net profit less than the previous period. 3. Other adjustment items: Due to the impact of cumulative conversion adjustments. |
Effect of changes on the company’s financial condition: The Company’s financial
condition has not changed significantly.
- Future response actions: Not applicable
86
7.2 Analysis of Financial Performance
Unit: NT$ thousands
| Year Item |
2017 | 2016 | Difference | Difference |
|---|---|---|---|---|
| Amount | % | |||
| Gross Sales | 2,868,592 | 2,899,739 |
-31,147 |
-1.07 |
| Less: Sales Returns and Allowances | 9,963 | 5,764 |
4,199 |
72.85 |
| Net Sales | 2,858,629 | 2,893,975 |
-35,346 |
-1.22 |
| Cost of Sales | 2,390,190 | 2,344,512 |
45,678 |
1.95 |
| Gross Profit | 468,439 | 549,463 |
-81,024 |
-14.75 |
| OperatingExpenses | 415,547 | 445,636 |
-30,089 |
-6.75 |
| OperatingIncome | 52,892 | 103,827 |
-50,935 |
-49.06 |
| Non-operatingIncome and Gains | 9,344 | 7,357 |
1,987 |
27.01 |
| Non-operatingExpenses and Losses | -45,869 | 34,096 |
-79,965 |
-234.53 |
| Financial costs | -542 | -3 |
-539 |
17,966.67 |
| The share of the profits and losses of the affiliated enterprises recognized by the equitymethod |
-1,673 |
-206 |
-1,467 |
712.14 |
| Non-operating income and expenditure |
-38,740 | 41,244 |
-79,984 |
-193.93 |
| Profit before tax | 14,152 | 145,071 |
-130,919 |
-90.24 |
| Tax | 11,787 | 15,168 |
-3,381 |
-22.29 |
| Profit after tax | 2,365 | 129,903 |
-127,538 |
98.18 |
| Analysis of changes in financial ratios: 1. Operating net profit: The decrease in gross profit during the period resulted in a decrease in operating profit as compared with the same period of last year. 2. Other benefits and losses: Mainly due to the increase in investment losses of listed investment companies. 3. Continued business unit pre-tax net profit: The decrease in net operating profit resulted in a decrease in net profit before tax for continuing business units compared to the same period of last year. 4. To continue business unit net profit: Due to changes in business scale and product structure in the current period, operating margin, net operating profit, net profit before tax and netprofit after tax decreased. |
Effect of changes on the company’s future business: The Company’s business
scope has not changed significantly.
- Future response actions: Not applicable.
87
7.3 Analysis of Cash Flow
7.3.1 Cash Flow Analysis for the Current Year
Unit: NT$ thousands
| Cash and Cash Equivalents, Beginning of Year (1) |
Net Cash Flow from Operating Activities (2) |
Cash Outflow (3) |
Cash Surplus (Deficit) (1)+(2)-(3) |
Leverage of Cash Deficit |
Leverage of Cash Deficit |
|---|---|---|---|---|---|
Investment Plans |
FinancingPlans | ||||
| 656 | 280 |
260 |
676 | - | - |
| Analysis of change in cash flow in the current year: (1) Business activities: Estimated net cash inflow from operating activities for the whole year is estimated at NTD 280 million. (2) Investment activities: The capital expenditure of the fixed assets to be purchased in the year of 2018 is NTD 60 million. The estimated net cash outflow from investment activities is estimated at NTD 60 million. (3) financing activities: repayment of loans, etc., is expected throughout the year from the financial activities of net cash outflow estimated NTD 80 million . |
7.3.2 Remedy for Cash Deficit and Liquidity Analysis
| Year Item |
2017 | 2016 | Variance (%) |
|---|---|---|---|
| Cash Flow Ratio (%) | -0.64% | 30.90% |
-102.07 |
| Cash Flow AdequacyRatio (%) | 83.36% | 200.42% |
-58.41 |
| Cash Reinvestment Ratio (%) | -5.16% | 9.11% |
-156.66 |
| Analysis of financial ratio change: None. | |||
88
7.4 Major Capital Expenditure Items
None.
7.5 Investment Policy in Last Year, Main Causes for Profits or Losses, Improvement Plans and the Investment Plans for the Coming Year
None.
89
7.6 Analysis of Risk Management
7.6.1 Effects of Changes in Interest Rates, Foreign Exchange Rates and Inflation on Corporate Finance, and Future Response Measures
(1) Interest rate
The Company is still based on the conservative and conservative financial management, idle funds are still stored bank deposits and bonds with buy back (RP) and other security and liquidity products, mainly for interest rates, exchange rate changes continue to focus on international trends and domestic Market changes, in the security-based considerations, the company's profit stability and sustainability.
(2) Foreign exchange rates
Due to the high export ratio of the Company, profit is affected by exchange rate fluctuation. In addition to the Company to take natural hedge, and the necessary derivative financial transactions, in response to the risk of exchange rate changes. In addition, and actively expand the other regional market business, and gradually spread the currency exchange rate fluctuations arising from the risk, with a view to the risk of exchange rate fluctuations to a minimum.
(3) Inflation
On the impact of inflation on the company, the main raw material in the copper price fluctuations, the impact of profit. According to the current business model, can be part of the pass to the customer, so the degree of substantial impact is relatively low, the future will be associated with the risk of scattered goods risk.
7.6.2 Policies, Main Causes of Gain or Loss and Future Response Measures with Respect to High-risk, High-leveraged Investments, Lending or Endorsement Guarantees, and Derivatives Transactions
-
The Company does not engage in high-risk, highly leveraged investment.
-
The Company has no funds to lend to others and endorsement and other acts.
-
The Company's financial strategy is mainly based on the principle of sound, mainly engaged in derivative trade transactions to avoid foreign exchange rate fluctuations in foreign currency, and the responsible staff and internal control procedures, are in accordance with the relevant procedures for the Company.
7.6.3 Future Research & Development Projects and Corresponding Budget
The company for energy-saving carbon products continue to invest, master all the power management technology development. The future will be 2 to 5% of the turnover of the proportion of continuous research and development activities, has mastered the talent, capital, technology and other key factors, the future will continue to niche product development.
7.6.4 Effects of and Response to Changes in Policies and Regulations Relating to Corporate Finance and Sales
The operation of the Company is in accordance with the existing laws and regulations of domestic and foreign countries, and it is collected at all times to grasp the changes in local laws and regulations, and all the effects are in control.
90
7.6.5 Effects of and Response to Changes in Technology and the Industry Relating to Corporate Finance and Sales
The Company is the leading manufacturer of the industry, and the R & D innovation for technology is an indispensable plan and action. Therefore, the change of technology and industry has a positive effect on the financial business of the Company.
7.6.6 The Impact of Changes in Corporate Image on Corporate Risk Management, and the Company’s Response Measures
The company adopted a stable operating principles, corporate image is good, look forward to the positive corporate image of listed companies to attract more talents into the company's thick management team and the strength of the business results back to the shareholders, for the community to make a effort, this will enable the company's corporate image to new heights.
7.6.7 Expected Benefits from, Risks Relating to and Response to Merger and Acquisition Plans
None.
7.6.8 Expected Benefits from, Risks Relating to and Response to Factory Expansion Plans
None.
7.6.9 Risks Relating to and Response to Excessive Concentration of Purchasing Sources and Excessive Customer Concentration
In the event that the Company has purchased the object for the year 2016, there is no risk that the Company may not be faced with the purchase price, except that the proportion of the Company is better than that of the Company.
7.6.10 Effects of, Risks Relating to and Response to Large Share Transfers or Changes in Shareholdings by Directors, Supervisors, or Shareholders with Shareholdings of over 10%
None.
7.6.11 Effects of, Risks Relating to and Response to the Changes in Management Rights
None.
91
7.6.12 Litigation or Non-litigation Matters
(1) Major ongoing lawsuits, non-lawsuits or administrative lawsuit: None.
(2) Major ongoing lawsuits, non-lawsuits or administrative lawsuits caused by directors, supervisors or shareholders with over 10% shareholdings: None.
7.6.13 Other Major Risks
None.
VIII. Special Disclosure
8.1 Summary of Affiliated Companies
==> picture [527 x 326] intentionally omitted <==
8.2 Private Placement Securities in the Most Recent Years:
None.
8.3 The Shares in the Company Held or Disposed of by Subsidiaries in the Most Recent Years
None.
92
Attachment Ⅰ
Stock Code:3296
English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese
POWERTECH INDUSTRIAL CO., LTD. AND ITS SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017 and 2016 (With Independent Auditors ’ Report Thereon)
Telephone : 886 2 8221 5588
Address : 10F, No. 407, Sec. 2, Chung Shan Rd., Zhonghe District, New Taipei City, Taiwan, R.O.C.
93
Table of contents
| Contents 1. Cover Page 2. Table of Contents 3. Representation Letter 4. Independent Auditors' Report 5. Consolidated Statements of Financial Position 6. Consolidated Statements of Comprehensive Income 7. Consolidated Statements of Changes in Equity 8. Consolidated Statements of Cash Flows 9. Notes to the Consolidated Financial Statements (1) Company history (2) Approval date and procedures of the consolidated financial statements (3) New standards, amendments and interpretations adopted (4) Summary of significant accounting policies (5) Significant accounting assumptions and judgments, and major sources of estimation uncertainty (6) Explanation of significant accounts (7) Related-party transactions (8) Pledged assets (9) Significant Commitments and contingencies (10) Losses Due to Major Disasters (11) Subsequent Events (12) Other (13) Other disclosures (a) Information on significant transactions (b) Information on investees (c) Information on investment in mainland China (14) Segment information |
Page | |
|---|---|---|
1 2 3 4 5 6 7 8 9 9 9~15 15~27 28 29~52 52 53 53 53 53 53 54~55 55 56 57~58 |
94
3
Representation Letter
The entities that are required to be included in the combined financial statements of POWERTECH INDUSTRIAL CO., LTD. as of and for the year ended December 31, 2017 under the Criteria Governing the Preparation of Affiliation Reports, Consolidated Business Reports, and Consolidated Financial Statements of Affiliated Enterprises are the same as those included in the consolidated financial statements prepared in conformity with International Financial Reporting Standards No. 10 endorsed by the Financial Supervisory Commission of the Republic of China, "Consolidated and Separate Financial Statements." In addition, the information required to be disclosed in the combined financial statements is included in the consolidated financial statements. Consequently, POWERTECH INDUSTRIAL CO., LTD. and its Subsidiaries do not prepare a separate set of combined financial statements.
Company name: POWERTECH INDUSTRIAL CO., LTD. Chairman: ZHOU YI XIONG Date: March 19, 2018
95
4
Independent Auditors ’ Report
To the Board of Directors of POWERTECH INDUSTRIAL CO., LTD.:
Opinion
We have audited the consolidated financial statements of POWERTECH INDUSTRIAL CO., LTD. (the “Company”) and its subsidiaries together referred to as (“the Group”), which comprise the consolidated statement of financial position as of December 31, 2017 and 2016, the consolidated statements of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the years ended December 31, 2017 and 2016, and notes to the consolidated financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at December 31, 2017 and 2016, and its consolidated financial performance and its consolidated cash flows for the year ended December 31, 2017 and 2016 in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards (“IFRSs”), International Accounting Standards (“IASs”), interpretations as well as related guidance endorsed by the Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audit in accordance with the “Regulations Governing Auditing and Certification of Financial Statements by Certified Public Accountants” and the auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors ’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the Certified Public Accountants Code of Professional Ethics in Republic of China (“the Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
1. Revenue recognition
Please refer to Note 4(o) for accounting polices of revenue recognition and Note 6(l) for the detailed information of revenue.
Explanation to key audit matter:
Operating revenue of the Group is the major indicator for the management to evaluate the Group's financial and business performance, and is highly noticed by investors. Therefore, the revenue recognition was considered to be one of the key audit matters in our audit.
96
4-1
Our principal audit procedures included:
-
(1) Understanding the Company’s main sources of revenues, transaction models and contract provisions.
-
(2) Assessing and testing the design, as well as the effectiveness of the operation on the control over revenue recognition.
-
(3) Performing trend analysis on sales revenue from top ten customer to assess the significant exceptions, and further identify and analyze the reasons if any.
-
(4) Sampling sales transactions to assess the assertions of accuracy, as well as the appropriateness of recognition.
-
(5) Performing sales cut-off test of a period before and after the financial position date by vouching relevant documents of sales transactions to determine whether sales revenue has been appropriately recognized.
-
Subsequent measurements of inventories
Please refer to Note 4(h) for accounting polices of inventories and Note 6(d) for the detailed information of inventories.
Explanation to key audit matter:
Inventories of the Group are measured at the lower of the cost and net realizable value. Since the technology changes rapidly, inventories may become obsolescent and its price may fluctuate. In addition, subsequent measurements of inventories are based on the evaluation made by the management of the Group through every internal and external evidence. Therefore, the subsequent measurements of inventories was considered to be one of the key audit matters in our audit.
Our principal audit procedures included:
-
(1) Assessing whether appropriate provision policies for inventories are applied.
-
(2) Performing analysis on changes in inventories of the current period to last period.
-
(3) Sampling relevant documents to verify the accuracy of aging of inventories and calculation of net realizable value.
-
(4) Assessing whether the disclosure of subsequent measurements of inventories is appropriate.
Other Matter
POWERTECH INDUSTRIAL CO., LTD. has prepared its parent-company-only financial statements as of and for the years ended December 31, 2017 and 2016, on which we have issued an unqualified opinion.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRSs, IASs, interpretations as well as related guidance endorsed by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
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4-2
In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance including supervisors are responsible for overseeing the Group’s financial reporting process.
Auditor ’ s Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
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We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditors’ report are Yu-Feng Hsu and Yuan-Chen Mei .
KPMG
Taipei, Taiwan (Republic of China) March 19, 2018
99
5
(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) POWERTECH INDUSTRIAL CO., LTD. AND ITS SUBSIDIARIES
Consolidated Statements of Financial Position
December 31, 2017 and 2016
(Expressed in Thousands of New Taiwan Dollars)
| Assets 1100 Cash and cash equivalents (note 6(a)) 1110 Current financial assets at fair value through profit or loss(note6(b)) 1150 Notes receivable, net (note 6(c)) 1170 Accounts receivable, net (note 6(c)) 1200 Other receivables (note 6(c)) 1220 Current tax assets 130X Inventories (note 6(d)) 1410 Prepayments(note 6(e)) 1476 Other financial assets-current 1479 Other current assets Non-current assets: 1543 Non-current financial assets at cost, net (note 6(b)) 1550 Investments accounted for using equity method (note 6(f)) 1600 Property, plant and equipment(note 6(g)) 1840 Deferred income tax assets(note 6(i)) 1915 Prepayments for equipment 1920 Refundable deposits 1990 Other non-current assets Total assets |
December 31, 2017 Amount % $ 705,350 31 20,931 1 1,182 - 821,807 36 8,681 - - - 257,995 11 107,954 5 603 - 4,227 1 |
December 31, 2016 Amount % 1,075,098 41 - - 6,002 - 756,252 29 16,421 1 1,390 - 338,229 13 91,920 4 276 - 7,536 - 2,293,124 88 - - 9,470 - 250,356 10 7,758 - 50,622 2 879 - 3,120 - 322,205 12 2,615,329 100 Liabilities and Equity Current liabilities: 2170 Accounts payable 2200 Other payables 2230 Current tax liabilities 2250 Provisions for liabilities-current 2310 Advance receipts (note 9) 2399 Other current liabilities (note 7) Total current liabilities Non-Current liabilities: 2640 Defined benefit liabilities (note 6(h)) 2645 Deposits received Total non current liabilities Total liabilities Equity attributable to owners of parent(note 6(i) and (j)): 3100 Capital stock 3200 Capital surplus Retained earnings: 3310 Legal reserve 3320 Special reserve 3350 Unappropriated retained earnings (accumulated deficit) Other equity: 3410 Financial statement translation differences for foreign operations Total equity Total liabilities and stockholders' equity |
December 31, 2017 | December 31, 2017 | December 31, 2017 |
|---|---|---|---|---|---|
| Amount | % | Amount | |||
705,914 31 799,193 31 |
|||||
23,635 1 23,529 1 - - 369 - |
|||||
1,928,730 85 |
|||||
42,408 2 8,008 - 241,079 11 8,144 - 32,784 2 756 - 7,132 - |
23,635 1 23,898 1 |
||||
729,549 32 823,091 32 |
|||||
982,244 43 1,032,244 39 |
|||||
276,981 12 291,152 11 |
|||||
312,216 14 299,226 11 24,911 1 18,643 1 (4,619) - 157,242 6 |
|||||
340,311 15 |
|||||
332,508 15 475,111 18 |
|||||
(52,241) (2) (6,269) - |
|||||
1,539,492 68 1,792,238 68 |
|||||
| $ 2,269,041 100 |
$ 2,269,041 100 2,615,329 100 |
100
6
(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) POWERTECH INDUSTRIAL CO., LTD. AND ITS SUBSIDIARIES
Consolidated Statements of Comprehensive Income
For the years ended December 31, 2017 and 2016
(Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Common Share)
| 2017 Amount 4000 Operating revenue (note 6(l)) 2,858,629 5000 Operating costs (notes 6(d) and 6(h)) 2,390,190 Gross profit from operations 468,439 Operating expenses (notes 6(c),6(h),6(j) and 6(m)): 6100 Selling expenses 107,943 6200 Administrative expenses 161,312 6300 Research and development expenses 146,292 Total operating expenses 415,547 Operating profit 52,892 Non-operating income and expenses(notes 6(f) and 6(n)) : 7010 Other income 9,344 7020 Other gains and losses (45,869) 7050 Finance costs (542) 7060 Share of profit (loss) of associates accounted for using equity method (1,673) Total non-operating income and expenses (38,740) Profit before income tax 14,152 7950 Less: income tax expenses (note 6(i)) 11,787 Net income 2,365 8300 Other comprehensive income(loss): 8310 Items that may not be reclassified subsequently to profit or loss 8311 Remeasurement of defined benefit obligation (note 6(h)) (1,433) 8349 Income tax related to items that may not be reclassified subsequently to profit or loss - Total items that may not be reclassified subsequently to profit or loss (1,433) 8360 Items that may be reclassified subsequently to profit of loss (note 6(j)) 8361 Exchange differences on translation of foreign operations (45,283) 8370 Share of other comprehensive loss of associates accounted for using equity method (689) 8399 Income tax related to items that may be reclassified subsequently to profit or loss - Total items that may be reclassified subsequently to profit or loss (45,972) 8300 Other comprehensive income (47,405) 8500 Total comprehensive income $ (45,040) 9750 Basic earnings per share(in New Taiwan Dollars) (note 6(k)) $ 9850 Diluted earnings per share(in New Taiwan Dollars) (note 6(k)) $ |
2017 | % 100 |
2016 | % 100 |
|---|---|---|---|---|
| Amount 2,858,629 |
Amount 2,893,975 |
|||
2,390,190 |
84 | 2,344,512 |
81 |
|
468,439 |
16 | 549,463 |
19 |
|
107,943 161,312 146,292 |
4 6 5 |
108,456 179,088 158,092 |
4 6 5 |
|
415,547 |
15 | 445,636 |
15 |
|
52,892 |
1 | 103,827 |
4 |
|
| - (2) - - |
7,357 34,096 (3) (206) |
- 1 - - |
||
(38,740) |
(2) | 41,244 |
1 |
|
14,152 11,787 |
(1) - |
145,071 15,168 |
5 1 |
|
2,365 |
(1) | 129,903 |
4 |
|
(1,433) - |
- - |
41 - |
- - |
|
(1,433) |
- | 41 | - |
|
(45,283) (689) - |
(2) - - |
(82,356) (47) - |
(3) - - |
|
| (45,972) | (2) | (82,403) |
(3) |
|
(47,405) |
(2) |
(82,362) |
(3) |
|
$ (45,040) |
(3) |
47,541 |
1 |
|
$ |
0.02 |
1.22 | ||
| $ | 0.02 | 1.21 |
101
7
(English Translation of Consolidated and Report Originally Issued in Chinese) POWERTECH INDUSTRIAL CO., LTD. AND ITS SUBSIDIARIES
Consolidated Statements of Changes in Equity
For the years ended December 31, 2017 and 2016
(Expressed in Thousands of New Taiwan Dollars)
| Equity attributable to owners ofparent | Equity attributable to owners ofparent | Equity attributable to owners ofparent | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Share capital | Retained | earnings | ||||||||
| Financial statement | ||||||||||
| Unappropriated | translation | |||||||||
| Ordinary | retained | Total retained | differences for | Treasury | ||||||
| shares | Capitalsurplus | Legal reserve | Special reserve | earnings | earnings | foreignoperations | shares | Totalequity | ||
| Balance at January 1, 2016 | $ | 1,091,164 |
315,964 | 298,290 | 18,643 |
39,056 |
355,989 | 76,134 |
(15,387) | 1,823,864 |
| Net income | - | - | - | - | 129,903 | 129,903 | - |
- | 129,903 | |
| Other comprehensive income | - | - | - | - | 41 | 41 | (82,403) |
- | (82,362) | |
| Total comprehensive income | - | - | - | - | 129,944 | 129,944 | (82,403) |
- | 47,541 | |
| Appropriation and distribution of retained earnings: | ||||||||||
| Legal reserve appropriated | - | - | 936 | - |
(936) | - | - | - | - | |
| Cash dividends of ordinary share | - | - | - | - | (10,822) | (10,822) | - |
- | (10,822) | |
| Purchase of treasury share | - | - | - | - | - | - | - | (68,345) | (68,345) | |
| Retirement of treasury share | (58,920) | (24,812) | - | - | - | - | - | 83,732 | - | |
| Balance at December 31, 2016 | 1,032,244 | 291,152 | 299,226 | 18,643 |
157,242 |
475,111 | (6,269) |
- | 1,792,238 | |
| Net income | - | - | - | - | 2,365 | 2,365 | - |
- | 2,365 | |
| Other comprehensive income | - | - | - | - | (1,433) | (1,433) | (45,972) |
- | (47,405) | |
| Total comprehensive income | - | - | - | - | 932 | 932 | (45,972) |
- | (45,040) | |
| Appropriation and distribution of retained earnings: | ||||||||||
| Legal reserve appropriated | - | - | 12,990 | - |
(12,990) | - | - | - | - | |
| Special reserve appropriated | - | - | - | 6,268 | (6,268) |
- | - | - | - | |
| Cash dividends of ordinary share | - | - | - | - | (117,869) | (117,869) | - |
- | (117,869) | |
| Purchase of treasury share | - | - | - | - | - | - | - | (89,837) | (89,837) | |
| Retirement of treasury share | (50,000) | (14,171) | - | - | (25,666) | (25,666) | - |
89,837 | - | |
| Balance at December 31, 2017 | $ | 982,244 |
276,981 | 312,216 | 24,911 |
(4,619) |
332,508 | (52,241) |
- | 1,539,492 |
102
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(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) POWERTECH INDUSTRIAL CO., LTD. AND ITS SUBSIDIARIES
Consolidated Statements of Cash Flows
For the years ended December 31, 2017 and 2016
(Expressed in Thousands of New Taiwan Dollars)
| Cash flows from operating activities: Profit before tax Adjustments: Adjustments to reconcile profit (loss): Depreciation expense Amortization expense Provisions (reversal) of doubtful accounts Net gain on financial assets at fair value through profit or loss Interest expense Interest income Share of loss (profit) of associates accounted for by using equity method Loss on disposal of property, plan and equipment Impairment loss on financial assets Total adjustments to reconcile profit Changes in operating assets and liabilities: Net changes in operating assets: Financial assets at fair value through profit or loss Notes receivable Accounts receivable Other receivables Inventories Prepayments Other current assets Total changes in operating assets, net Net changes in operating liabilities: Financial liabilities at fair value through profit or loss Accounts payable Other payables or liabilities Provisions Advance receipts Other current liabilities Accrued pension liabilities Total changes in operating liabilities, net Total changes in operating assets and liabilities, net Total adjustments Cash flows from operating activities Interest received Interest paid Income tax paid Net cash flows (used in) from operating activities Cash flows from investing activities: Acquisition of financial assets at fair value through other comprehensive income Acquisition of financial assets at amortised cost Acquisition of investments accounted for by using equity method Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Decrease (increase) in refundable deposits Decrease (increase) in other non-current assets Decrease (increase) in prepayments for equipment Net cash flows used in investing activities Cash flows from financing activities: Decrease in deposits received Cash dividends paid Cost of increase in treasury stock Net cash flows used in financing activities Effect of exchange rate changes on cash and cash equivalents Decrease (increase) in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year |
2017 $ 14,152 69,282 3,920 2,297 (9,489) 542 (8,595) 1,673 133 9,489 |
2016 145,071 85,358 3,286 (1,958) - 3 (7,357) 206 576 - |
|---|---|---|
69,252 |
80,114 | |
(3,069) 4,820 (67,871) 7,740 80,234 (16,034) 3,308 |
- 9,317 (41,785) 1,231 (15,956) 1,187 3,427 |
|
9,128 |
(42,579) |
|
- (47,370) (23,006) (347) (17,958) 2,994 (1,327) |
(8) 75,261 16,923 (592) (17,869) (9,775) (4,154) |
|
(87,014) |
59,786 |
|
(77,886) |
17,207 |
|
(8,634) |
97,321 |
|
5,518 8,268 (542) (17,752) |
242,392 7,679 (3) (3,152) |
|
(4,508) |
246,916 |
|
(8,373) (51,897) (900) (62,045) 134 123 (7,932) 17,757 |
- - (9,723) (10,414) 6,556 (204) (3,012) (18,061) |
|
(113,133) |
(34,858) |
|
(369) (117,869) (89,837) |
- (10,822) (68,345) |
|
(208,075) |
(79,167) |
|
(44,032) (369,748) 1,075,098 |
(70,734) 62,157 1,012,941 |
|
$ 705,350 |
1,075,098 |
103
(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) POWERTECH INDUSTRIAL CO., LTD. AND ITS SUBSIDIARIES
Notes to the Consolidated Financial Statements
For the years ended December 31, 2017 and 2016
(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)
(1) Company history
POWERTECH INDUSTRIAL CO., LTD. (the Company) was incorporated on November 14, 2000, as a company limited by shares under the laws of the Republic of China (R.O.C). The registered address is 10F, No. 407, Sec. 2, Chung Shan Rd., Zhonghe District, New Taipei City, Taiwan, R.O.C. The Company and its subsidiaries (the Group) are primarily engaged in the manufacturing of electronic circuit power protection devices, smart home wireless remote control devices, wired and wireless communication equipment, and electronic modules and parts, and in international trade.
(2) Approval date and procedures of the consolidated financial statements:
The consolidated financial statements were approved and authorized for issuance by the Board of Directors on March 19, 2018.
(3) New standards, amendments and interpretations adopted:
- (a) The impact of the International Financial Reporting Standards ( “IFRSs”) endorsed by the Financial Supervisory Commission, R.O.C. (“FSC”) which have already been adopted.
The following new standards, interpretations and amendments have been endorsed by the FSC and are effective for annual periods beginning on or after January 1, 2017:
| New, Revised or Amended Standards and Interpretations Amendments to IFRS 10, IFRS 12 and IAS 28 "Investment Entities: Applying the Consolidation Exception" Amendments to IFRS 11 "Accounting for Acquisitions of Interests in Joint Operations" IFRS 14 "Regulatory Deferral Accounts" Amendment to IAS 1 " Presentation of Financial Statements-Disclosure Initiative Amendments to IAS 16 and IAS 38 "Clarification of Acceptable Methods of Depreciation and Amortization" Amendments to IAS 16 and IAS 41 "Agriculture: Bearer Plants" Amendments to IAS 19 "Defined Benefit Plans: Employee Contributions" Amendment to IAS 27 "Equity Method in Separate Financial Statements" Amendments to IAS 36 " Impairment of Non-Financial assets- Recoverable Amount Disclosures for Non-Financial Assets" Amendments to IAS 39 " Financial Instruments-Novation of Derivatives and Continuation of Hedge Accounting" Annual Improvements to IFRSs 2010-2012 Cycle and 2011-2013 Cycle |
Effective date per IASB |
|---|---|
| January 1, 2016 January 1, 2016 January 1, 2016 January 1, 2016 January 1, 2016 January 1, 2016 July 1, 2014 January 1, 2016 January 1, 2014 January 1, 2014 July 1, 2014 |
104
POWERTECH INDUSTRIAL CO., LTD. AND ITS SUBSIDIARIES Notes to the Consolidated Financial Statements
| New, Revised or Amended Standards and Interpretations Annual Improvements to IFRSs 2012-2014 Cycle IFRIC 21 "Levies" |
Effective date per IASB |
|---|---|
| January 1, 2016 January 1, 2014 |
The Group assessed that the initial application of the above IFRSs would not have any material impact on the consolidated financial statements.
- (b) The impact of IFRS endorsed by FSC but not yet effective
The following new standards, interpretations and amendments have been endorsed by the FSC and are effective for annual periods beginning on or after January 1, 2018 in accordance with Ruling No. 1060025773 issued by the FSC on July 14, 2017.
| New, Revised or Amended Standards and Interpretations Amendment to IFRS 2 "Classification and Measurement of Share-based Payment Transactions" Amendments to IFRS 4 "Applying IFRS 9 Financial Instruments with IFRS 4 Insurance Contracts" IFRS 9 "Financial Instruments" IFRS 15 "Revenue from Contracts with Customers" Amendment to IAS 7 "Statement of Cash Flows -Disclosure Initiative" Amendment to IAS 12 "Income Taxes- Recognition of Deferred Tax Assets for Unrealized Losses" Amendments to IAS 40 "Transfers of Investment Property" Annual Improvements to IFRS Standards 2014–2016 Cycle: Amendments to IFRS 12 Amendments to IFRS 1 and Amendments to IAS 28 IFRIC 22 "Foreign Currency Transactions and Advance Consideration" |
Effective date per IASB |
|---|---|
| January 1, 2018 January 1, 2018 January 1, 2018 January 1, 2018 January 1, 2017 January 1, 2017 January 1, 2018 January 1, 2017 January 1, 2018 January 1, 2018 |
Except for the following items, the Group believes that the adoption of the above IFRSs would not have any material impact on its consolidated financial statements. The extent and impact of signification changes are as follows:
- (i) IFRS 9 "Financial Instruments"
IFRS 9 replaces IAS 39 "Financial Instruments: Recognition and Measurement" which contains classification and measurement of financial instruments, impairment and hedge accounting.
105
11
POWERTECH INDUSTRIAL CO., LTD. AND ITS SUBSIDIARIES Notes to the Consolidated Financial Statements
1) Classification- Financial assets
IFRS 9 contains a new classification and measurement approach for financial assets that reflects the business model in which assets are managed and their cash flow characteristics. IFRS 9 contains three principal classification categories for financial assets: measured at amortized cost, fair value through other comprehensive income (FVOCI) and fair value through profit or loss (FVTPL). The standard eliminates the existing IAS 39 categories of held to maturity, loans and receivables and available for sale. Under IFRS 9, derivatives embedded in contracts where the host is a financial assets in the scope of the standard are never bifurcated. Instead, the hybrid financial instrument as a whole is assessed for classification. In addition, IAS 39 has an exception to the measurement requirements for investments in unquoted equity instruments that do not have a quoted market price in an active market (and derivatives on such an instrument) and for which fair value cannot therefore be measured reliable. Such financial instruments are measured at cost. IFRS 9 removes this exception, requiring all equity investments (and derivatives on them) to be measured at fair value.
Based on its assessment, the Group does not believe that the new classification requirements will have a material impact on its accounting for trade receivables, loans, investments in debt securities and investments in equity securities that are managed on a fair value basis. At December 31, 2017, the Group had equity investments classified as financial assets measured at cost of $42,408 thousand that are held for long-term strategic purposes. At initial application of IFRS 9, the Group has designated these investments as measured at FVOCI. Consequently, all fair value gains and losses will be reported in other comprehensive income, no impairment losses would be recognized in profit or loss and no gains or losses will be reclassified to profit or loss on disposal. The Group assessed that the application of IFRS 9’s classification would not have any material impact.
- 2) Impairment-Financial assets and contact assets
IFRS 9 replaces the ‘incurred loss’ model in IAS 39 with a forward-looking ‘expected credit loss’ (ECL) model. This will require considerable judgment as to how changes in economic factors affect ECLs, which will be determined on a probability-weighted basis.
The new impairment model will apply to financial assets measured at amortized cost or FVOCI, except for investments in equity instruments, and to contract assets.
Under IFRS 9, loss allowances will be measured on either of the following bases:
-
‧12-month ECLs. These are ECLs that result from possible default events within the 12 months after the reporting date; and
-
‧Lifetime ECLs. These are ECLs that result from all possible default events over the expected life of a financial instrument.
106
12
POWERTECH INDUSTRIAL CO., LTD. AND ITS SUBSIDIARIES Notes to the Consolidated Financial Statements
Lifetime ECL measurement applies if the credit risk of a financial asset at the reporting date has increased significantly since initial recognition and 12-month ECL measurement applies if it has not. An entity may determine that a financial asset’s credit risk has not increased significantly if the asset has low credit risk at the reporting date. However, lifetime ECL measurement always applies for trade receivables and contract assets without a significant financing component; an entity may choose to apply this policy also for trade receivables and contract assets with a significant financing component.
The Group believes that impairment losses are likely to increase and become more volatile for assets in the scope of the IFRS 9 impairment model. The Group estimated the application of IFRS 9’s impairment requirements on January 1, 2018 resulting in the increase of $17,316 thousand in the allowance for impairment, as well as the decrease of $17,316 thousand in retained earnings.
- 3)
Disclosures
IFRS 9 will require extensive new disclosures, in particular about hedge accounting, credit risk and expected credit losses. The Group’s assessment included an analysis to identify data gaps against current processes and the Group plans to implement the system and controls changes that it believes will be necessary to capture the required data.
4) Transition
Changes in accounting policies resulting from the adoption of IFRS 9 will generally be applied retrospectively, except as described below.
-
‧The Group will take advantage of the exemption allowing it not to restate comparative information for prior periods with respect to classification and measurement (including impairment) changes. Differences in the carrying amounts of financial assets and financial liabilities resulting from the adoption of IFRS 9 generally will be recognized in retained earnings and reserves as at January 1, 2018.
-
‧The new hedge accounting requirements should generally be applied prospectively. However, the Group has decided to apply the accounting for the forward element of forward contracts retrospectively.
-
‧The following assessments have to be made on the basis of the facts and circumstances that exist at the date of initial application.
-
The determination of the business model within which a financial asset is held.
-
The designation and revocation of previous designations of certain financial assets and financial liabilities as measured at FVTPL.
-
The designation of certain investments in equity instruments not held for trading as at FVOCI.
107
13
POWERTECH INDUSTRIAL CO., LTD. AND ITS SUBSIDIARIES Notes to the Consolidated Financial Statements
(ii) IFRS 15 Revenue from Contracts with Customers
IFRS 15 establishes a comprehensive framework for determining whether, how much and when revenue is recognized. It replaces existing revenue recognition guidance, including IAS 18 "Revenue" and IAS 11 "Construction Contracts".
The Group has completed an initial assessment of the potential impact of the adoption of IFRS 15 on its consolidated financial statements.
- 1) Sales of goods
For the sale of goods, revenue is currently recognized when the goods are delivered to the customers’ premises, which is taken to be the point in time at which the customer accepts the goods and the related risks and rewards of ownership transfer. Revenue is recognized at this point provided that the revenue and costs can be measured reliably, the recovery of the consideration is probable and there is no continuing management involvement with the goods.
Under IFRS 15, revenue will be recognized when a customer obtains control of the goods. The Group assessed that was similar to the point in time at which the customer accepts the goods and the related risks and rewards of ownership transfer, and would not have any material impact.
2) Transition
The Group plans to adopt IFRS 15 using the cumulative effect method. Therefore, the comparative information will not be restated. The cumulative effect of initially applying IFRS 15 will be recognized as an adjustment to the opening balance of retained earnings at 1 January 2018. The Group plans to use the practical expedient in paragraph C5(a) of IFRS 15, under which, for contracts that are completed at the date of the initial application ( i.e. 1 January 2018) will not be restated.
The Group assessed that the application of the IFRS 15 would not have any material impact on its consolidated financial statements.
- (iii) Amendments to IAS 7 "Disclosure Initiative"
The amendments require disclosures that enable users of financial statements to evaluate changes in liabilities arising from financing activities, including both changes arising from cash flow and non-cash changes.
To satisfy the new disclosure requirements, the Group intends to present a reconciliation between the opening and closing balances for liabilities with changes arising from financing activities.
108
14
POWERTECH INDUSTRIAL CO., LTD. AND ITS SUBSIDIARIES
Notes to the Consolidated Financial Statements
- (iv) Amendments to IAS 12 "Recognition of Deferred Tax Assets for Unrealized Loss"
The amendments clarify the accounting for deferred tax assets for unrealized losses on debt instruments measured at fair value.
The Group assessed that the application of the above IFRSs would not have any material impact on its consolidated financial statements.
The actual impacts of adopting the standards may change depending on the economic conditions and events which may occur in the future.
- (c) The impact of IFRS issued by IASB but not yet endorsed by the FSC
As of the date the following IFRSs that have been issued by the IASB, but not yet endorsed by the FSC:
Effective date New, Revised or Amended Standards and Interpretations per IASB Amendments to IFRS 10 and IAS 28 "Sale or Contribution of Assets Between an Effective date to Investor and Its Associate or Joint Venture" be determined by IASB IFRS 16 "Leases" January 1, 2019 IFRS 17 "Insurance Contracts" January 1, 2021 IFRIC 23 "Uncertainty over Income Tax Treatments" January 1, 2019 Amendments to IFRS 9 "Prepayment features with negative compensation" January 1, 2019 Amendments to IAS 28 "Long-term interests in associates and joint ventures" January 1, 2019 Annual Improvements to IFRS Standards 2015–2017 Cycle January 1, 2019 Amendments to IAS 19 “Plan Amendment, Curtailment or Settlement” January 1, 2019
Those which may be relevant to The Group are set out below:
Issuance / Release Standards or Dates Interpretations Content of amendment January 13, 2016 IFRS 16 "Leases"
The new standard of accounting for lease is amended as follows:
-
‧ For a contract that is, or contains, a lease, the lessee shall recognize a right-of-use asset and a lease liability in the balance sheet. In the statement of profit or loss and other comprehensive income, a lessee shall present interest expense on the lease liability separately from the depreciation charge for the right-of-use asset during the lease term.
-
‧ A lessor classifies a lease as either a finance lease or an operating lease, and therefore, the accounting remains similar to IAS 17.
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POWERTECH INDUSTRIAL CO., LTD. AND ITS SUBSIDIARIES Notes to the Consolidated Financial Statements
-
Issuance / Release Standards or Dates Interpretations Content of amendment ‧
-
June 7, 2017 IFRIC 23 "Uncertainty over In assessing whether and how an uncertain Income Tax Treatments" tax treatment affects the determination of taxable profit (tax loss), tax bases, unused tax losses, unused tax credits and tax rates, an entity shall assume that a taxation authority will examine the amounts it has the right to examine and have a full knowledge on all related information when making those examinations.
-
‧ If an entity concludes that it is probable that the taxation authority will accept an uncertain tax treatment, the entity shall determine the taxable profit (tax loss), tax bases, unused tax losses, unused tax credits or tax rates consistently with the tax treatment used or planned to be used in its income tax filings. Otherwise, an entity shall reflect the effect of uncertainty for each uncertain tax treatment by using either the most likely amount or the expected value, depending on which method the entity expects to better predict the resolution of the uncertainty.
The Group is evaluating the impact on its consolidated financial position and consolidated financial performance upon the initial adoption of the abovementioned standards or interpretations. The results thereof will be disclosed when the Group completes its evaluation.
(4) Summary of significant accounting policies:
The significant accounting policies presented in the consolidated financial statements are summarized as follows. The following accounting policies have been applied consistently to all periods presented in the consolidated financial statements.
(a) Statement of compliance
These consolidated financial statements have been prepared in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” (hereinafter referred to as “the Regulations”) and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations and SIC Interpretations endorsed by the FSC (hereinafter referred to as the IFRS endorsed by the FSC”).
-
(b) Basis of preparation
-
(i) Basis of measurement
The consolidated financial statements have been prepared on a historical cost basis, unless otherwise stated.
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POWERTECH INDUSTRIAL CO., LTD. AND ITS SUBSIDIARIES Notes to the Consolidated Financial Statements
- (ii) Functional and presentation currency
The functional currency of each Group entity is determined based on the primary economic environment in which the entity operates. The consolidated financial statements are presented in New Taiwan Dollars, which is the Company ’ s functional currency. All financial information presented in New Taiwan Dollars has been rounded to the nearest thousand.
-
(c) Basis of consolidation
-
(i) Principles of preparation of the consolidated financial statements
The consolidated financial statements comprise the Company and its subsidiaries. The financial statements of the subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases.
Intra-group balances and transactions, and any unrealized income and expenses arising from intra-group transactions are eliminated in preparing the consolidated financial statements.
- (ii) List of subsidiaries included in the consolidated financial statements:
| Name of investor The Company The Company The Company The Company DIGITAL DIGITAL BEST SURGELION OPPORTUNIST OPPORTUNIST |
Name of subsidiary DIGITAL WORLD INC. (DIGITAL) OPPORTUNIST INT’L CO., LTD. (OPPORTUNIST) HURRAY CLOUD TECHNOLOGY CO., LTD. DE YAN MANAGEMENT CONSULTING CO., LTD. BEST WISDOM LIMITED (BEST) TREASURE LUCK INC. (TREASURE) SURGELION INT’L LTD. (SURGELION) DONGGUAN QUAN SHENG ELECTRIC CO., LTD. (DONGGUAN QUAN SHENG) TOTAL PLUS INT’L LTD. (TOTAL) PERFECT SKY INT’L CO., LTD. (PERFECT)) |
Principal activity Investing company Investing company Trading and leasing company Management consulting Investing company Trading company Investing company Manufacture and sales of power outlets, wire, cable and power cord, and providing after-sales service Investing company Trading company |
Shareholding | Shareholding |
|---|---|---|---|---|
| December 31, 2017 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% |
December 31, 2016 |
|||
100% 100% - % - % 100% 100% 100% 100% 100% 100% |
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Notes to the Consolidated Financial Statements
| Name of investor TOTAL DONGGUAN QUAN SHENG |
Name of subsidiary DONGGUAN FU JU ELECTRIC CO., LTD. (DONGGUAN FU JU) DONGGUAN KANGCHI TRADING LTD. (DONGGUAN KANGCHI) |
Principal activity Manufacture and sales of power cord, wire, plastic covers, circuit board modules, radios and power outlets Sales of electrical appliances, power outlets, wire, cable and computer peripherals |
Shareholding | Shareholding |
|---|---|---|---|---|
| December 31, 2017 100% 100% |
December 31, 2016 |
|||
100% 100% |
(d) Foreign currency
(i) Foreign currency transactions
Transactions in foreign currencies are translated to the respective functional currencies of the Group entities at the exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated to the functional currency at the exchange rate at that date. The foreign currency gain or loss on monetary items is the difference between amortized cost in the functional currency at the beginning of the year adjusted for the effective interest and payments during the year, and the amortized cost in foreign currency translated at the exchange rate at the end of the year.
Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are retranslated to the functional currency at the exchange rate at the date that the fair value was determined. Non-monetary items in a foreign currency that are measured based on historical cost are translated using the exchange rate at the date of the transaction.
Foreign currency differences arising on retranslation are recognized in profit or loss except for the translation of foreign currency in the financial statements into the Group’s functional currency, which is recognized in other comprehensive income.
(ii) Foreign operations
The assets and liabilities of foreign operations are translated to the reporting currency at the exchange rates at the reporting date. The income and expenses of foreign operations are translated at the average exchange rate. Translation differences are recognized in other comprehensive income, and presented in the foreign currency translation reserve in equity.
When the settlement of a monetary item receivable from or payable to a foreign operation is neither planned nor likely in the foreseeable future, foreign currency gains and losses arising from such items are considered to form part of a net investment in the foreign operation and are recognized in other comprehensive income, and presented in the translation reserve in equity.
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Notes to the Consolidated Financial Statements
- (e) Classification of current and non current assets and liabilities
An entity shall classify an asset as current when:
-
(i) The asset is cash or a cash equivalent unless the asset is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.
-
(ii) Assets held for trading purposes or short-term and expected to be converted to cash within twelve months after the reporting period or for intention of sales or consumption within its normal operating cycle.
The Gruop shall classify all other assets as non-current.
The Group shall classify a liability as current when:
-
(i) It is due to be settled within twelve months after the reporting period.
-
(ii) The Group shall classify all other liabilities as non-current.
-
(f) Cash and cash equivalents
Cash and cash equivalents include cash on hand and savings accounts. Cash equivalents consist of highly liquid investments that are readily convertible to known amounts of cash and are will mature within a short period so that rate fluctuations have little effect their values.
Bank overdrafts that are repayable on demand and form an integral part of the Group’s cash management are included as a component of cash and cash equivalents for the purpose of the consolidated statement of cash flows.
(g) Financial instruments
Financial assets and financial liabilities are initially recognized when the Group becomes a party to the contractual provisions of the instruments.
- (i) Financial assets
Financial assets are classified into the following categories: financial assets at fair value through profit or loss, loans and receivables, and available for sale financial assets.
- 1) Financial assets at fair value through profit or loss
The Group designates financial assets, except that hedging instruments are designated and are expected to be highly effective, as at fair value through profit or loss at initial recognition under one of the following situaions:
-
a) Financial assets held-for-trading if they are acquired principally for the purpose of selling in the short term.
-
b) Derivative financial instruments.
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Notes to the Consolidated Financial Statements
At initial recognition, financial assets in this category are measured at fair value. Attributable transaction costs are recognized in profit or loss as incurred. Subsequent to initial recognition, financial assets at fair value through profit or loss are measured at fair value, and changes therein are recognized in profit or loss.
2)
Available-for-sale Financial Assets
Available for sale financial assets are non derivative financial assets that are designated as available for sale or are not classified in any of the other categories of financial assets. Available for sale financial assets are recognized initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, they are measured at fair value and changes therein, other than impairment losses, interest income calculated using the effective interest method, dividend income, and foreign currency differences on available for sale debt instruments, are recognized in other comprehensive income and presented in the fair value reserve in equity. When an investment is derecognized, the gain or loss accumulated in equity is reclassified to profit or loss, and included in the statement of comprehensive income. A regular way purchase or sale of financial assets is recognized and derecognized, as applicable, using trade date accounting.
Investments in equity instruments that do not have a quoted market price in an active market, and whose fair value cannot be reliably measured, are measured at amortized cost, and are included in financial assets measured at cost.
Dividend income is recognized in profit or loss on the date that the Group’s right to receive payment is established, which in the case of quoted securities is normally the ex dividend date. Such dividend income is included in the statement of comprehensive income.
Interest income from investment in bond security is recognized in profit or loss, under other income of non operating-income and expenses.
- 3)
Loans and receivables
Loans and receivables are financial assets with fixed or determinable payments that are not quoted in an active market. Loans and receivables comprise trade receivables and other receivables. Such assets are recognized initially at fair value, plus any directly attributable transaction costs. Subsequent to initial recognition, loans and receivables other than insignificant interest on short-term receivables are measured at amortized cost using the effective interest method, less any impairment losses. A regular way purchase or sale of financial assets is recognized and derecognized, as applicable, using trade-date accounting. Interest income is recognized in profit or loss, and included in non-operating income and expenses.
- 4)
Impairment of financial assets
A financial asset is impaired if, and only if, there is objective evidence of impairment 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 that can be estimated reliably.
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POWERTECH INDUSTRIAL CO., LTD. AND ITS SUBSIDIARIES Notes to the Consolidated Financial Statements
Objective evidence that financial assets are impaired includes default or delinquency by a debtor, restructuring of an amount due to the Group on terms that the Group would not consider otherwise, indications that a debtor or issuer will enter bankruptcy, adverse changes in the payment status of borrowers or issuers, economic conditions that correlate with defaults, or the disappearance of an active market for a security. In addition, for an investment in an equity security, a significant or prolonged decline in its fair value below its cost is considered objective evidence of impairment.
All individually significant receivables are assessed for specific impairment. Receivables that are not individually significant are collectively assessed for impairment by grouping together assets with similar risk characteristics. In assessing collective impairment, the Group uses historical trends of the probability of default, the timing of recoveries, and the amount of loss incurred adjusted for management’s judgment as to whether current economic and credit conditions are such that the actual losses are likely to be greater or less than those suggested by historical trends.
An impairment loss in respect of a financial asset measured at amortized cost is calculated as the difference between its carrying amount and the present value of the estimated future cash flows discounted at the asset’s original effective interest rate.
An impairment loss in respect of a financial asset is deducted from the carrying amount except for trade receivables, for which an impairment loss is reflected in an allowance account against the receivables. When it is determined a receivable is uncollectible, it is written off from the allowance account. Any subsequent recovery of a receivable written off is recorded in the allowance account. Changes in the amount of the allowance account are recognized in profit or loss.
Impairment losses and recoveries of accounts receivable are recognized in profit or loss, and included in operating expenses.
5) Derecognition of financial assets
The Group derecognizes financial assets when the contractual rights of the cash inflow from the assets are terminated or when the Group transfers substantially all the risks and rewards of ownership of the financial assets.
On derecognition of a financial asset in its entirety, the difference between the carrying amount and the sum of the consideration received or receivable and any cumulative gain or loss that had been recognized in other comprehensive income and presented in “other equity – unrealized gains or losses on available-for-sale financial assets” in profit or loss is included in non-operating income and expenses.
The Group separates the part that continues to be recognized and the part that is derecognized based on the relative fair values of those parts on the date of the transfer. The difference between the carrying amount allocated to the part derecognized and the sum of the consideration received for the part derecognized, and any cumulative gain or loss allocated to it that had been recognized in other comprehensive income, shall be recognized in profit or loss.
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POWERTECH INDUSTRIAL CO., LTD. AND ITS SUBSIDIARIES Notes to the Consolidated Financial Statements
-
(ii) Financial liabilities and equity instruments
-
1) Financial liabilities at fair value through profit or loss
A financial liability is classified in this category if it is classified as held for trading or is designated as at fair value through profit or loss at initial recognition.
Attributable transaction costs are recognized in profit or loss as incurred. Financial liabilities at fair value through profit or loss are measured at fair value, and changes therein, which take into account any interest expense, are recognized in profit or loss, and included in non-operating income and expenses.
- 2) Other financial liabilities
Financial liabilities not classified or designated as at fair value through profit or loss, which comprise loans and borrowings, and trade and other payables, are measured at fair value, plus any directly attributable transaction costs at the time of initial recognition. Subsequent to initial recognition, they are measured at amortized cost calculated using the effective interest method.
- 3) Derecognition of financial liabilities
The Group derecognizes a financial liability when its contractual obligation has been discharged or cancelled, or has expired. The difference between the carrying amount of a financial liability removed and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognized in profit or loss, and included in non-operating income or expenses.
- 4) Offsetting of financial assets and liabilities
The Group presents its financial assets and liabilities on a net basis when the Group has the legally enforceable right to offset and intends to settle such financial assets and liabilities on a net basis or to realize the assets and settle the liabilities simultaneously.
(h) Inventories
The cost of inventories includes expenditure incurred in acquiring the inventories, production or conversion costs, and other costs incurred in bringing them to their existing location and condition. The cost of inventories includes an appropriate share of fixed production overhead based on normal capacity and allocated variable production overhead based on actual output. However, unallocated fixed production overhead arising from lower or idle capacity is recognized in cost of goods sold during the period. If actual capacity is higher than normal capacity, fixed production overhead should be allocated based on actual capacity. The method of valuing inventories is the weighted-average method.
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Notes to the Consolidated Financial Statements
Inventories are measured at the lower of cost or net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses at the end of the period. When the cost of inventories is higher than the net realizable value, inventories are written down to net realizable value, and the write-down amount is charged to current year’s cost of goods sold. If net realizable value increases in the future, the cost of inventories is reversed within the original write-down amount, and such reversal is treated as a reduction of cost of goods sold.
(i) Investment in associates
Associates are those entities in which the Group has significant influence, but not control or joint control, over their financial and operating policies.
Investments in associates are accounted for using the equity method and are recognized initially at cost. The cost of the investment includes transaction costs. The carrying amount of the investment in associates includes goodwill arising from the acquisition, less, any accumulated impairment losses.
The consolidated financial statements include the Group’s share of the profit or loss and other comprehensive income of equity-accounted investees, after adjustments, to align their accounting policies with those of the Group, from the date that significant influence commences until the date that significant influence ceases. The Group recognizes any changes, proportionately with the shareholding ratio under additional paid in capital, when an associate’s equity changes due to reasons other than profit or loss or comprehensive income, which did not result in changes in actual controlling power.
Unrealized profits resulting from transactions between the Group and an associate are eliminated to the extent of the Group’s interest in the associate. Unrealized losses on transactions with associates are eliminated in the same way, except to the extent that the underlying asset is impaired.
When the Group’s share of losses exceeds its interests in an associate, the carrying amount of the investment, including any long term interests that form part thereof, is reduced to zero, and the recognition of further losses is discontinued except to the extent the Group has an obligation or has made payments on behalf of the associate.
-
(j) Property, plant, and equipment
-
(i) Recognition and measurement
Items of property, plant and equipment are measured at cost, less accumulated depreciation and accumulated impairment losses. Cost includes expenditure that is directly attributed to the acquisition of the asset, and any borrowing cost that is eligible for capitalization.
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 shall be depreciated separately unless the useful life and depreciation method of that significant part are the same as those of another significant part of that same item.
The gain or loss arising from the derecognition of an item of property, plant and equipment is determined as the difference between the net disposal proceeds, if any, and the carrying amount of the item, and it shall be recognized in profit or loss, under net other income and expenses.
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POWERTECH INDUSTRIAL CO., LTD. AND ITS SUBSIDIARIES Notes to the Consolidated Financial Statements
(ii) Subsequent cost
Subsequent expenditure is capitalized only when it is probable that the future economic benefits associated with the expenditure will flow to the Group. The carrying amount of those parts that are replaced is derecognized. Ongoing repairs and maintenance are expensed as incurred.
(iii) Depreciation
Depreciation is calculated on the cost of an asset less its residual value and is recognized in profit or loss on a straight line basis over the estimated useful lives of each component of an item of property, plant and equipment. Items of property, plant and equipment with the same useful life may be grouped in determining the depreciation charge. The remainder of the items may be depreciated separately. The depreciation charge for each period shall be recognized in profit or loss.
Leased assets are depreciated by using the straight line method during the period of expected use, consistent with the depreciation policy the lessee adopts for depreciable assets that are owned. If there is reasonable certainty that the lessee will obtain ownership by the end of the lease term, the period of expected use is the useful life of the asset; otherwise, the asset is depreciated over the shorter of the lease term and its useful life.
Land has an unlimited useful life and therefore is not depreciated.
The estimated useful lives, for the current and comparative years, of significant items of property, plant and equipment are as follows:
| Buildings | 3~50 years |
|---|---|
| Research and development equipment | 3~10 years |
| Transportation equipment | 5~10 years |
| Office equipment | 1~ 5 years |
| Molding equipment | 3~ 5 years |
| Machinery | 3~10 years |
| Other equipment | 3~10 years |
Depreciation methods, useful lives, and residual values are reviewed at each reporting date. If expectations differ from the previous estimates, the changes are accounted for as changes in accounting estimate.
(k) Leases
Leases in which the Group assumes substantially all of the risks and rewards of ownership are classified as finance leases. On initial recognition, the lease asset is measured at an amount equal to the lower of its fair value and the present value of the minimum lease payments. Subsequent to initial recognition, the asset is accounted for in accordance with the accounting policy applicable to the asset.
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POWERTECH INDUSTRIAL CO., LTD. AND ITS SUBSIDIARIES
Notes to the Consolidated Financial Statements
Other leases are operating leases and are not recognized in the Group’s statement of financial position. Payments made under an operating lease (excluding insurance and maintenance expenses) are recognized in profit or loss on a straight-line basis over the term of the lease. Lease incentives received are recognized as an integral part of the total lease expense over the term of the lease. Any benefit provided by the lessor to enter into the lease is accounted for as a reduction of lease expense on a straight-line basis.
(l) Impairment of non-financial assets
The carrying amounts of the Group ’s non financial assets, other than assets arising from construction contracts, deferred tax assets, and assets arising from employee benefits, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. If it is not possible to determine the recoverable amount (the higher of its fair value less costs of disposal and its value in use) for the individual asset, then the Group will have to determine the recoverable amount for the asset’s cash generating unit.
The recoverable amount for an individual asset or a cash-generating unit is the higher of its fair value, less costs to sell, and its value in use. If, and only if, the recoverable amount of an asset is less than its carrying amount, the carrying amount of the asset shall be reduced to its recoverable amount. That reduction is an impairment loss. An impairment loss shall be recognized immediately in profit or loss.
An assessment is made at the end of each reporting period as to whether there is any indication that an impairment loss recognized in prior periods for an asset other than goodwill may no longer exist or may have decreased. An impairment loss recognized in prior periods for an asset other than goodwill shall be reversed if, and only if, there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognized. If this is the case, the carrying amount of the asset shall be increased to its recoverable amount. That increase is a reversal of an impairment loss.
(m) Provisions
A provision is recognized if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects the current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognized as finance cost.
A provision for warranties is recognized when the underlying products or services are sold. The provision is based on historical warranty data and a weighting of all possible outcomes against their associated probabilities.
A provision for onerous contracts is recognized when the expected benefits to be derived by the Group from a contract are lower than the unavoidable cost of meeting its obligations under the contract. The provision is measured at the present value of the lower of the expected cost of terminating the contract or the expected net cost of continuing with the contract. Before a provision is established, the Group recognizes any impairment loss on the assets associated with that contract.
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POWERTECH INDUSTRIAL CO., LTD. AND ITS SUBSIDIARIES Notes to the Consolidated Financial Statements
(n) Treasury stock
Repurchased shares are recognized under treasury shares (a contra-equity account) based on their repurchase price (including all directly accountable costs), net of tax. Gains on disposal of treasury shares should be recognized under “capital reserve – treasury share transactions”. Losses on disposal of treasury shares should be offset against existing capital reserves arising from similar types of treasury shares. If there are insufficient capital reserves to be offset against, then such losses should be accounted for under retained earnings. The carrying amount of treasury shares should be calculated using the weighted average of different types of repurchase.
During the cancellation of treasury shares, “capital reserve – share premiums” and “share capital” should be debited proportionately. Gains on cancellation of treasury shares should be recognized under existing capital reserves arising from similar types of treasury shares; losses on cancellation of treasury shares should be offset against existing capital reserves arising from similar types of treasury shares. If there are insufficient capital reserves to be offset against, then such losses should be accounted for under retained earnings.
(o) Revenue
Revenue from the sale of goods in the course of ordinary activities is measured at the fair value of the consideration received or receivable, net of returns, trade discounts, and volume rebates. Sales revenue is recognized when the goods has delivered and the significant risks and rewards of ownership have been transferred to the customer. Revenue from rendering service is recognized when services are completed and the amount of revenue can be measured reliably. Revenue from the transfer of assets from customers should be recognized immediately when the customer has contracted with the Group to obtain goods or services that are an output of the Group’s ordinary activities in exchange for consideration. If the agreement does not specify a period, the revenue shall be recognized over a period no longer than the useful life of the transferred asset used to provide the ongoing service.
(p) Employee benefits
(i) Defined contribution plans
Obligations for contributions to defined contribution pension plans are recognized as an employee benefit expense in profit or loss in the periods during which services are rendered by employees.
(ii) Defined benefit plans
A defined benefit plan is a post-employment benefit plan other than a defined contribution plan. The Group’s net obligation in respect of defined benefit pension plans is calculated separately for each plan by estimating the amount of future benefit that employees have earned in return for their service in the current and prior periods; that benefit is discounted to determine its present value. Any unrecognized past service costs and the fair value of any plan assets are deducted. The discount rate is the yield at the reporting date on government bonds that have maturity dates approximating the terms of the Group’s obligations and that are denominated in the same currency in which the benefits are expected to be paid.
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POWERTECH INDUSTRIAL CO., LTD. AND ITS SUBSIDIARIES
Notes to the Consolidated Financial Statements
The calculation is performed annually by a qualified actuary using the projected unit credit method. If the calculation results in a benefit to the Group, the recognized asset is limited to the total of any unrecognized past service costs and the present value of economic benefits available in the form of any future refunds from the plan or reductions in future contributions to the plan. In order to calculate the present value of economic benefits, consideration is given to any minimum funding requirements that apply to any plan in the Group. An economic benefit is available to the Group if it is realizable during the life of the plan, or on settlement of the plan liabilities.
If the benefits of a plan are improved, the expense of the portion of the increased benefit relating to past service by employees, is recognized immediately in profit or loss.
Remeasurements of the net defined benefit liability (asset), which comprise (1) actuarial gains and losses, (2) the return on plan assets (excluding interest), and (3) the effect of the asset ceiling (if any, excluding interest), are recognized immediately in other comprehensive income. The Group reclassifies the amounts recognized in other comprehensive income to retained earnings.
- (iii) Short term employee benefits
Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as related service is provided.
A liability is recognized for the amount expected to be paid under short-term cash bonus or profit-sharing plans if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee, and the obligation can be estimated reliably.
(q) Income taxes
Income tax expenses include both current taxes and deferred taxes. Except for expenses related to business combinations or recognized directly in equity or other comprehensive income, all current and deferred taxes shall be recognized in profit or loss.
Current taxes include tax payables and tax deduction receivables on taxable gains (losses) for the year calculated using the statutory tax rate on the reporting date or the actual legislative tax rate, as well as tax adjustments related to prior years.
Deferred taxes arise due to the temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and their respective tax bases. Deferred taxes are recognized except for the following:
-
(i) Assets and liabilities that are initially recognized but are not related to the business combination and have no effect on net income or taxable gains (losses) arising from the transaction.
-
(ii) Temporary differences arising from equity investments in subsidiaries or joint ventures where there is a high probability that such temporary differences will not reverse.
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POWERTECH INDUSTRIAL CO., LTD. AND ITS SUBSIDIARIES Notes to the Consolidated Financial Statements
Deferred tax assets and liabilities shall be measured at the tax rates that are expected to apply to the period when the asset is realized or the liability is settled, based on tax rates that have been enacted or substantively enacted by the end of the reporting period.
Deferred tax assets and liabilities may be offset against each other if the following criteria are met:
-
(i) The entity has the legal right to settle tax assets and liabilities on a net basis; and
-
(ii) The taxing of deferred tax assets and liabilities fulfills one of the scenarios below:
-
1) levied by the same taxing authority; or
-
2) levied by different taxing authorities, but where each such authority intends to settle tax assets and liabilities (where such amounts are significant) on a net basis every year of the period of the expected asset realization or debt liquidation, or where the timing of asset realization and debt liquidation is matched.
A deferred tax asset is recognized for the carry forward of unused tax losses, unused tax credits, and deductible temporary differences to the extent that it is probable that future taxable profit will be available against which the unused tax losses, unused tax credits, and deductible temporary differences can be utilized. Such unused tax losses, unused tax credits, and deductible temporary differences are also revaluated every year on the financial reporting date, and adjusted based on the probability that future taxable profit will be available against which the unused tax losses, unused tax credits, and deductible temporary differences can be utilized.
(r) Earnings per share
The Group discloses the Company’s basic and diluted earnings per share attributable to ordinary shareholders of the Company. The calculation of basic earnings per share is the profit attributable to ordinary shareholders of the Company divided by the weighted-average number of ordinary shares outstanding. The calculation of diluted earnings per share is the profit attributable to ordinary shareholders of the Company divided by the weighted-average number of ordinary shares outstanding after adjustment for the effects of all potentially dilutive ordinary shares. The Company’s potentially dilutive ordinary shares comprise accrued employee bonuses and employee stock options.
(s) Operating segments
An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the Group). Operating results of the operating segment are regularly reviewed by the Group’s chief operating decision maker to make decisions about resources to be allocated to the segment and to assess its performance. Each operating segment consists of standalone financial information.
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POWERTECH INDUSTRIAL CO., LTD. AND ITS SUBSIDIARIES
Notes to the Consolidated Financial Statements
(5) Significant accounting assumptions and judgments, and major sources of estimation uncertainty:
The preparation of the consolidated financial statements, in conformity with the IFRSs endorsed by the FSC, requires management to make judgments, estimates, and assumptions that affect the application of the accounting policies and the reported amount of assets, liabilities, income, and expenses. Actual results may differ from these estimates.
The management continues to monitor the accounting estimates and assumptions. It recognizes any changes in accounting estimates during the period and the impact of those changes in accounting estimates in the following period.
There are no critical judgment in applying the accounting policies that have significant effect on the amounts recognized in the consolidated financial statements.
Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment within the next financial year is as follows:
(a) Valuation of inventories
As inventories are stated at the lower of cost or net realizable value. The Group estimates the net realizable value of inventories for normal spoilages, obsolescence and unmarketable items at the end of the reporting period and then writes down the cost of inventories to net realizable value. The net realizable value of the inventory is mainly determined based on assumptions as to future demand within a specific time horizon. Due to the rapid industrial transformation, there may be significant changes in the net realizable value of inventories. Please refer to note6(d) for further description on valuation of inventories.
The Group’s accounting policies include measuring financial and non-financial assets and liabilities at fair value through profit or loss.
The Group’s financial instrument valuation group conducts independent verification on fair value by using data sources that are independent, reliable, and representative of exercise prices. This financial instrument valuation group also periodically adjusts valuation models, conducts back-testing, renews input data for valuation models, and makes all other necessary fair value adjustments to assure the rationality of fair value. The Group strives to use market observable inputs when measuring assets and liabilities. Different levels of the fair value hierarchy to be used in determining the fair value of financial instruments are as follows:
Level 1: quoted prices (unadjusted) in active markets for identifiable assets or liabilities.
-
Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (ie as prices) or indirectly (ie derived from prices).
-
Level 3: inputs for the assets or liability that are not based on observable market data.
Please refer to note 6(o) for fair value information of value measurements.
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POWERTECH INDUSTRIAL CO., LTD. AND ITS SUBSIDIARIES Notes to the Consolidated Financial Statements
(6) Explanation of significant accounts:
- (a) Cash and cash equivalents
| Cash on hand Demand deposits Time deposits Foreign currency deposits Cash equivalents-Repurchase Agreement |
December 31, 2017 $ 912 123,680 389,472 161,526 29,760 |
December 31, 2016 |
|---|---|---|
1,129 91,238 449,295 374,509 158,927 |
||
$ 705,350 |
1,075,098 |
Please refer to note 6(o) for interest rate risk, and sensitivity analysis of the financial assets and liabilities of the Group.
-
(b) Financial instruments
-
(i) Financial assets and liabilities at fair value through profit or loss
Financial assets at fair value through profit or loss - current
| Forward exchange contracts Stock options |
December 31, 2017 $ 3,069 17,862 |
December 31, 2016 |
|---|---|---|
- - |
||
$ 20,931 |
- |
Please refer to note 6(o) for the aforementioned financial instruments’ exposure to credit risk, foreign currency risk, and interest rate risk.
- (ii) Derivative financial instruments not designated as hedging instruments
The Group uses derivative financial instruments to hedge foreign exchange risk and intreset risk the Group is exposed to, arising from its operating, financing, and investing activities. As of December 31, 2017, the Group held the following derivative financial instruments not designated as hedging instruments:
| Forward exchange sold |
Contract Amount (in thousands) USD5,000/CNY33,471 |
Currency USD to CNY |
Maturity Period |
|---|---|---|---|
| 2018.03.26~2018.05.14 |
As of December 31, 2017 and December 31, 2016, the Group has recogonized profit or loss on foreign currency forward contracts as $2,186 thousand and $(1,983) thousand respectively, which were recognized under other profit or loss.
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POWERTECH INDUSTRIAL CO., LTD. AND ITS SUBSIDIARIES Notes to the Consolidated Financial Statements
(iii) Financial assets at cost
| Financial assets at cost Foreign non-publicly traded stocks |
December 31, 2017 $ 42,408 |
December 31, 2016 - |
|---|---|---|
The Group classifies financial assets into financial assets at cost if an investment in equity instruments does not have a quoted price in an active market and its fair value cannot be reliably measured.
In order to enhance the relationship between the Group and the client, the Board of Directors approved to invest in one of its major clients businesses on March 13, 2017. The Group plans to invest one of its major sales client, TRICKLESTAR LIMITED. This investment will include a common stock investment and three stock options investment. The investment prices per share are US$16, US$16, US$20, and US$20 dollars, respectively. The first investment was on May 15, 2017 and was expected at US$2,000 thousand, buying 5.32% of stocks from a non-related parties, CIRCLEBRIGHT LIMITED. In the last three investment, the Group can determine whether to execute the options to buy the client's new shares. The deadlines of executions are on November 15, 2017, February 15, 2018 and May 15, 2018. Based on the consideration of resources, the Group intended not to execute the first two options by the resolutions of the board on Novemer 6, 2017 and March 19, 2018. The Group can require the client buy back the investment at original price, if one of three conditions are failed. Conditions are as follows: (1) EPS each year is lower than USD $1.00. (2) Fail to pass the IPO in five years. (3) IPO price is lower than the 110% of average subscription price.
The investments are accounted originally for Financial assets at cost ($51,897 thousand) and Financial assets and liabilities at fair value through profit or loss ($8,373 thousand) respectively. The Group has appointed the independent expert to revaluate the financial assets above. By the experts' report on December 29, 2017, the Group recognized the profit of Financial assets and liabilities at fair value through profit at $9,489 thousand and impairment loss of Financial assets at cost at (9,489) thousand.
(c) Notes and accounts receivable, and other receivables
| Notes receivable Accounts receivable Overdue receivables Other receivables Less: allowance for doubtful accounts |
December 31, 2017 $ 1,182 827,660 - 8,681 5,853 |
December 31, 2016 6,002 759,789 31,973 16,421 35,510 |
|---|---|---|
$ 831,670 |
778,675 |
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POWERTECH INDUSTRIAL CO., LTD. AND ITS SUBSIDIARIES
Notes to the Consolidated Financial Statements
The Group has not provided the notes and accounts receivables mentioned above as collateral or factored them for cash.
The accounts receivable and notes receivable of the Group are due within one calendar year and are not discounted. The carrying amount is assumed to be the approximate fair value.
The aging analysis of notes and accounts receivable and other receivables which were overdue but not impaired was as follows:
| Overdue within 60 days Overdue 61~180 days Overdue 181~365 days Overdue more than 1 year |
December 31, 2017 $ 177,826 105,512 250 1,157 |
December 31, 2016 184,237 60,391 81,927 - |
|---|---|---|
$ 284,745 |
326,555 |
The movement in the years 2017 and 2016 allowance for receivables was as follows:
| Balance at January 1,2017 Additions Impairment loss reversed Impact of exchange rate Balance at December 31, 2017 Balance atJanuary 1, 2016 Impairment loss reversed Balance atDecember 31, 2016 |
Individually assessed impairment |
Collectively assessed impairment - - - - - Collectively assessed impairment - - - |
Total 35,510 2,297 (31,973) 19 5,853 Total 37,468 (1,958) 35,510 |
|---|---|---|---|
| $ 35,510 2,297 (31,973) 19 $ 5,853 Individually assessed impairment $ 37,468 (1,958) $ 35,510 |
The Group entered into an accounts receivables factoring agreement without recourse with a financial institution. As of December 31, 2017 and 2016, the Group had submitted invoices to the bank amounting to $2,208 thousand and $1,908 thousand, respectively. The Group still owns the risk and reward of accounts receivables. Therefore, the Group will not derecognize the accounts receivables.
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POWERTECH INDUSTRIAL CO., LTD. AND ITS SUBSIDIARIES Notes to the Consolidated Financial Statements
(d) Inventories
| Raw materials Work in process Finished goods |
December 31, 2017 $ 124,249 101,588 32,158 |
December 31, 2016 136,594 123,029 78,606 |
|---|---|---|
$ 257,995 |
338,229 |
As of December 31, 2017 and 2016, the Group did not pledge its inventories as collateral for its loans.
The operating costs arising from the ordinary sale of inventories directly recorded under operating cost in the years 2017 and 2016 were as follows:
| Cost of inventories sold Loss on (Gain on reversal of) decline in market value Gains on physical count, net Total (e) Prepayments Prepayment for purchase Input tax and offset against Business tax payable Other prepaid expense Total |
2017 $ 2,414,277 (23,289) (798) |
2017 $ 2,414,277 (23,289) (798) |
2016 2,342,621 2,613 (722) |
|---|---|---|---|
$ 2,390,190 |
2,344,512 |
||
December 31, 2017 |
December 31, 2016 4,885 79,978 7,057 |
||
| $ 11,901 87,863 8,190 |
|||
$ 107,954 |
91,920 |
-
(f) Investments accounted for using equity method
-
(i) A summary of the Group’s financial information for investments accounted for using the equity method at the reporting date was as follows:
| Associates | December 31, 2017 |
|---|---|
The Group’s financial information for investments accounted for using the equity method that are individually insignificant was as follows:
| Carrying amount of individually insignificant associates’equity |
December 31, 2017 |
|---|---|
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POWERTECH INDUSTRIAL CO., LTD. AND ITS SUBSIDIARIES Notes to the Consolidated Financial Statements
| Attributable to the Group: Loss from continuing operations Other comprehensive (loss) income Comprehensive income (loss) |
2017 $ (1,673) (689) |
2016 (206) (47) |
|---|---|---|
$ (2,362) |
(253) |
In order to enhance the relationship between the Group and the client, the Group and CIRCLEBRIGHT LIMITED established ZERNET LIMITED, (Parent company of TRICKLESTAR LIMITED) and had reported to the board. The share capital of ZERNET LIMITED is USD $1,000 thousand. The investment amount of the Group is USD $300 thousand, with 30% ownership.
ZERNET LIMITED approved the capital increase for cash in its shareholder meeting in November 2017. It planned to issue common stock for USD $100 thousand. The Company purchased USD $30 thousand propotionally in December, 2017.
(g) Property, plant and equipment
The cost and depreciation of the property, plant and equipment of the Group for the years ended December 31, 2017 and 2016, were as follows:
| Cost: Balance on January 1, 2017 Additions Disposals Reclassification Effect of movements in exchange rates Balance on December 31, 2017 Balance on January 1, 2016 Additions Disposals Reclassification Effect of movements in exchange rates Balance on December 31, 2016 Accumulated depreciation: Balance on January 1, 2017 Depreciation Disposals Effect of movements in exchange rates Balance on December 31, 2017 Balance on January 1, 2016 Depreciation Disposals Effect of movements in exchange rates Balance on December 31, 2016 Carrying amounts: Balance on January 1, 2017 Balance on January 1, 2016 Balance on December 31, 2016 |
Land | Building and improvements |
Research and development equipment |
Transportation equipment |
Office equipment |
Molding equipment |
Machinery | Other equipment |
Construction in progress |
Total |
|---|---|---|---|---|---|---|---|---|---|---|
| $ 85,70 - - - - |
1 49,761 - - - - |
66,866 1,880 (7,661) 81 (173) |
5,330 - - - (54) |
71,222 3,860 (3,909) - (163) |
500,043 51,339 (51) (47) (4,878) |
254,948 4,117 (1,689) - (2,840) |
51,038 - (1,814) - (586) |
- 849 - (271) 8 |
1,084,909 62,045 (15,124) (237) (8,686) |
|
| $ 85,701 49,761 |
60,993 | 5,276 | 71,010 | 546,406 | 254,536 | 48,638 | 586 | 1,122,907 | ||
$ 85,701 49,761 - - - - - - - - |
68,186 27 (55) - (1,292) |
5,722 - - - (392) |
69,639 4,252 (1,646) 200 (1,223) |
535,948 4,267 (31) - (40,141) |
332,903 396 (55,735) - (22,616) |
54,635 1,472 (990) - (4,079) |
284 - - (276) (8) |
1,202,779 10,414 (58,457) (76) (69,751) |
||
| $ 85,701 49,761 |
66,866 | 5,330 | 71,222 | 500,043 | 254,948 | 51,038 | - | 1,084,909 | ||
$ - 21,995 - 909 - - - - |
63,265 2,278 (7,661) (139) |
4,260 439 - (36) |
67,571 4,343 (3,896) (125) |
429,121 45,110 (48) (4,234) |
201,701 14,917 (1,495) (2,097) |
46,640 1,286 (1,757) (519) |
- - - - |
834,553 69,282 (14,857) (7,150) |
||
| $ - 22,904 |
57,743 | 4,663 | 67,893 | 469,949 | 213,026 | 45,650 | - | 881,828 | ||
$ - 21,058 - 937 - - - - |
61,751 2,654 (52) (1,088) |
4,077 472 - (289) |
64,432 5,677 (1,578) (960) |
409,267 53,077 (30) (33,193) |
246,576 21,294 (48,790) (17,379) |
49,989 1,247 (875) (3,721) |
- - - - |
857,150 85,358 (51,325) (56,630) |
||
| $ - 21,995 |
63,265 | 4,260 | 67,571 | 429,121 | 201,701 | 46,640 | - | 834,553 | ||
$ 85,701 26,857 |
3,250 |
613 |
3,117 |
76,457 |
41,510 |
2,988 |
586 | 241,079 |
||
$ 85,701 28,703 |
6,435 |
1,645 | 5,207 |
126,681 |
86,327 |
4,646 |
284 | 345,629 |
||
$ 85,701 27,766 |
3,601 |
1,070 |
3,651 |
70,922 |
53,247 |
4,398 |
- | 250,356 |
128
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POWERTECH INDUSTRIAL CO., LTD. AND ITS SUBSIDIARIES Notes to the Consolidated Financial Statements
As of December 31, 2017 and 2016, the previously mentioned property, plant and equipment were not pledged as collateral. Please refer to note 6(n) for the information on gains (losses) from disposal.
(h) Employee benefits
(i) Defined benefit plans
Reconciliation of defined benefit obligation at present value and plan asset at fair value are as follows:
| Present value of defined benefit obligations Fair value of plan assets Recognized liabilities for defined benefit obligations |
December 31, 2017 $ 41,080 (17,445) |
December 31, 2016 40,495 (16,966) |
|---|---|---|
$ 23,635 |
23,529 |
The Group makes defined benefit plan contributions to the pension fund account with Bank of Taiwan that provides pensions for employees upon retirement. Plans (covered by the Labor Standards Law) entitle a retired employee to receive retirement benefits based on years of service and average monthly salary for the six months prior to retirement.
1) Composition of plan assets
The Group allocates pension funds in accordance with the “Regulations for Revenues, Expenditures, Safeguard and Utilization of the Labor Retirement Fund”, and such funds are managed by the Bureau of Labor Funds, Ministry of Labor. With regard to the utilization of the funds, minimum earnings shall be no less than the earnings attainable from two-year time deposits with interest rates offered by local banks.
The Group’s Bank of Taiwan labor pension reserve account balance amounted to $17,445 thousand at the end of the reporting period. For information on the utilization of the labor pension fund assets including the asset allocation and yield of the fund, please refer to the website of the Bureau of Labor Funds, Ministry of Labor.
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POWERTECH INDUSTRIAL CO., LTD. AND ITS SUBSIDIARIES Notes to the Consolidated Financial Statements
- 2) Movements in present value of defined benefit obligations
The movements in present value of the defined benefit obligations for the Group were as follows:
| Defined benefit obligations at January 1 Current service costs and interest Remeasurement of the net defined benefit liability (asset): -Return on plan assets excluding interest income -Actuarial loss arising from changes in demographic assumptions -Actuarial gain arising from changes in financial assumptions Paid defined benefit plan assets Defined benefit obligations at December 31 |
2017 $ 40,495 486 640 434 323 (1,298) |
2016 40,076 501 (297) 73 142 - |
|---|---|---|
$ 41,080 |
40,495 |
- 3) Movements of defined benefit plan assets
The movements in the present value of the defined benefit plan assets for the Group were as follows:
| Fair value of plan assets, January 1 Interest income Remeasurement of the net defined benefit liability (asset): -Return on plan assets excluding interest income Contributions' made Paid defined benefit plan assets Fair value of plan assets, December 31 |
2017 $ 16,966 203 (35) 1,609 (1,298) |
2016 12,352 154 (41) 4,501 - |
|---|---|---|
$ 17,445 |
16,966 |
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POWERTECH INDUSTRIAL CO., LTD. AND ITS SUBSIDIARIES
Notes to the Consolidated Financial Statements
- 4) Movements of the effect of the asset ceiling
As of December 31, 2017 and 2016, the effect of limiting net defined benefit assets to the asset ceiling were as follows:
| Remeasurement losses (gains) -changes in the effect of limiting net defined benefit assets to the asset ceiling The effect of the asset ceiling on December 31 |
2017 $ (1,433) |
2016 41 |
|---|---|---|
| $ (1,433) |
41 |
- 5) Expenses recognized in profit or loss
The expenses recognized in profit or loss for the Group, for the years ended December 31, 2017 and 2016, were as follows:
| Net interest of net liabilities for defined benefit obligations |
2017 $ 282 |
2016 347 |
|---|---|---|
- 6) Remeasurement of the net defined benefit liability (asset) recognized in other comprehensive income
The Group’s remeasurement of the net defined benefit liability (asset) recognized in other comprehensive income for the years ended December 31, 2017 and 2016, were as follows:
| follows: | ||
|---|---|---|
| Accumulated amount at January 1 Recognized during the period Accumulated amount at December 31 |
2017 $ (1,340) (1,433) |
2016 (1,381) 41 |
$ (2,773) |
(1,340) |
- 7) Actuarial assumptions
The following are the key actuarial assumptions at the reporting date:
| Discount rate at December 31, Future salary increase rate |
2017 1.07% 1.00% |
2016 1.20% 1.00% |
|---|---|---|
The Group expects to make contributions of $1,609 thousand to the defined benefit plans for the one-year periods after the reporting date of 2017.
The weighted-average duration of the defined benefit plan is 6 years.
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POWERTECH INDUSTRIAL CO., LTD. AND ITS SUBSIDIARIES Notes to the Consolidated Financial Statements
- 8) Sensitivity analysis for actuarial assumption
’ In determining the present value of the defined benefit obligation, the Group s management makes judgments and estimates in determining certain actuarial assumptions on the balance sheet date, which include discount rate and future salary changes. Any changes in actuarial assumptions may have significant impact on the amount of the defined benefit obligation.
As of December 31, 2017 and 2016, if the actuarial assumptions had change, the impacts on the present value of the defined benefit obligation of the Group shall be as follows:
| December 31, 2017 Discount rate Future salary increase rate December 31, 2016 Discount rate Future salary increase rate |
The effect of defined benefit obligation Increased 0.50% Decreased0.50% $ (1,215) 1,351 1,345 (1,222) (1,367) 1,513 1,508 (1,376) |
|---|---|
| Increased 0.50% $ (1,215) 1,345 (1,367) 1,508 |
The sensitivity analysis assumes all other variables remain constant during the measurement. This may not be representative of the actual change in the defined benefit obligation as some of the variables may be correlated. The model used in the sensitivity analysis is the same as that used for the defined benefit obligation liability.
The sensitivity analysis is performed on the same basis as in the prior period.
(ii) Defined contribution plans
The Company allocates 6% of each employee’s monthly wages to the labor pension personal account at the Bureau of Labor Insurance in accordance with the provisions of the Labor Pension Act. Under this defined contribution plan, the Company allocates a fixed amount to the Bureau of Labor Insurance without additional legal or constructive obligation.
’ Subsidiaries in China have made monthly contributions equal to 13% of each employee s monthly wages to China Pension Insurance in accordance with the provisions of the Endowment Insurance of the People’s Republic of China. The contribution is deposited into each employee’s independent account. Each employee’s pension is managed and arranged by the government. The above mentioned companies have no further obligation beyond the monthly contributions.
The Group’s pension costs under the defined contribution method were$39,806 thousand and $41,233 thousand for the years ended December 31, 2017 and 2016, respectively. Payment was made to the Bureau of Labor Insurance and the local authorities of overseas subsidiaries of the Group.
132
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POWERTECH INDUSTRIAL CO., LTD. AND ITS SUBSIDIARIES Notes to the Consolidated Financial Statements
(i) Income tax
- (i) Income tax expense
The components of income tax expense for the years ended December 31, 2017 and 2016, were as follows:
| Current income tax expense Currently incurred Adjusted prior period Deferred tax benefit Origination and reversal of temporary differences Income tax expense from continuing operations |
2017 $ 9,151 (2,413) |
2016 14,466 - |
|---|---|---|
5,049 |
702 | |
$ 11,787 |
15,168 |
Income tax calculated on pre-tax financial income was reconciled with income tax expense for the years ended December 31, 2017 and 2016, as follows:
| Profit before income tax Income tax using the Company’s domestic tax rate Effects of tax rate in foreign jurisdiction Investment income accounted for using equity method Under (Over)-estimate of prior years income tax Others Total |
2017 $ 14,152 |
2016 145,071 |
|---|---|---|
$ 2,406 (323) 11,077 (2,413) 1,040 |
27,085 - (11,177) 612 (1,352) |
|
$ 11,787 |
15,168 |
- (ii) Deferred income tax assets and liabilities
Changes in the amount of deferred tax assets and liabilities for the years ended December 31, 2017 and 2016, were as follows:
Deferred tax liabilities:
| Balance, January 1, 2017 (Debit) credit to income statement Balance, December 31, 2017 Balance, January 1, 2016 (Debit) credit to income statement Balance, December 31, 2016 |
Others $ - - $ - $ 314 (314) $ - |
Total - - - 314 (314) - |
|---|---|---|
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POWERTECH INDUSTRIAL CO., LTD. AND ITS SUBSIDIARIES
Notes to the Consolidated Financial Statements
Deferred tax assets:
| Balance, January 1, 2017 (Debit) credit to income statement Balance, December 31, 2017 Balance, January 1, 2016 (Debit) credit to income statement Balance, December 31, 2016 |
Impairment of doubtful accounts |
Others Total 3,261 7,758 251 386 |
|---|---|---|
| $ 4,497 135 |
||
| $ 4,632 |
3,512 8,144 |
|
$ 5,031 (534) |
3,743 8,774 (482) (1,016) |
|
$ 4,497 |
3,261 7,758 |
- (iii) Examination and approval of tax returns
The tax returns of the Company have been examined and approved by the tax authority for the years through 2015.
(iv) Information related to the ICA is summarized as follows:
| Unappropriated earnings of 1997 and prior years Unappropriated earnings of 1998 and after Balance of imputation credit account Tax creditable ratio for earnings distributed to residents of R.O.C. |
December 31, 2017 |
December 31, 2016 $ - 157,242 |
December 31, 2016 $ - 157,242 |
|---|---|---|---|
| (Note) (Note) (Note) December 31, 2017 |
|||
$ 157,242 |
|||
December 31, 2016 $ 34,696 |
|||
| (Note) 2017(estimated) |
|||
2016(actual) 22.07% |
|||
| (Note) |
Information about the integrated income tax system shown in the table above was disclosed based on Rule No.10204562810 issued by the Ministry of Finance on October 17, 2013.
Note: According to the amendments to the "Income Tax Act” enacted by the office of the President of the Republic of China (Taiwan) on February 7, 2018, effective January 1, 2018, companies will no longer be required to establish, record, calculate, and distribute their ICA due to the abolishment of the imputation tax system.
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POWERTECH INDUSTRIAL CO., LTD. AND ITS SUBSIDIARIES Notes to the Consolidated Financial Statements
(j) Capital and other equity
- (i) Common stock
As of December 31, 2017 and 2016, the number of authorized shares of the Company were $1,500,000 thousand, consisting of 150,000 thousand shares, with par value of NTD10 per share. Issued shares were 98,224 thousand ordinary shares and 103,224 thousand ordinary shares, respectively. All issued shares were paid up upon issuance.
(ii) Capital surplus
The balances of capital surplus as of December 31, 2017 and 2016, were as follows:
| Additional paid-in capital Employee share options-acquisition of treasury shares |
December 31, 2017 $ 245,438 31,543 $ 276,981 |
December 31, 2016 259,609 31,543 291,152 |
|---|---|---|
According to the ROC Company Act, capital surplus can only be used to offset a deficit, and only the realized capital surplus can be used to issue new stocks or be distributed as cash dividends to stockholders in proportion to their share ownership. The aforementioned realized capital surplus includes capital surplus resulting from premium on issuance of capital stock and earnings from donated assets received. According to the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, capital increases by transferring paid-in capital in excess of par value should not exceed 10% of the total common stock outstanding.
(iii) Retained earnings
The Company's article of incorporation stipulate that Company's net earnings should first be used to offset the prior years' deficits, if any, before paying any income taxes. Of the remaining balance, 10% is to be appropriated as legal reserve.
After the abovementioned appropriations, the remaining profit shall collectively, with any undistributed surplus earnings from previous years, be included in a surplus earnings distribution plan submitted by the Board of Directors for approval at a shareholders' meeting.
According to the dividend policy of the Company, the Company shall first take into consideration its industry developments and fund demand in order to meet its capital expenditure budget and long-term financial goals. The cash dividends shall not be more than 20% of total dividends.
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POWERTECH INDUSTRIAL CO., LTD. AND ITS SUBSIDIARIES Notes to the Consolidated Financial Statements
1) Legal reserve
According to the R.O.C. Company Act, the Company must retain 10% of its after-tax annual earnings as legal reserve until such retention equals the amount of total capital. When a company incurs no loss, it may, pursuant to a resolution by a shareholders’ meeting, distribute its legal reserve by issuing new shares or by distributing cash, and only the portion of legal reserve which exceeds 25% of capital may be distributed.
2) Special reserve
By choosing to apply exemptions granted under IFRS 1 “First-time Adoption of International Financial Reporting Standards ” during the Company ’ s first-time adoption of the IFRSs endorsed by the FSC, unrealized revaluation gains recognized under shareholders’ equity and cumulative translation adjustments (gains) shall be reclassified as investment property at the adoption date. According to regulations, the increase in retained earnings amounted to $18,643 thousand. In accordance with Ruling No. 1010012865 issued by the FSC on April 6, 2012, an increase in retained earnings due to the first-time adoption of IFRSs shall be reclassified as a special earnings reserve during earnings distribution, and when the relevant assets are used, disposed of, or reclassified, this special earnings reserve shall be reversed as distributable earnings proportionately. As of December 31, 2017 and 2016, the carrying amount of special earnings reserve was $24,911 thousand and $18,643 thousand, respectively.
In accordance with the guidelines of the above Ruling, a portion of current-period earnings and undistributed prior-period earnings shall be reclassified as a special earnings reserve during earnings distribution. The amount to be reclassified should be equal to the difference between the total net current-period reduction of special earnings reserve resulting from the first-time adoption of IFRSs and the carrying amount of other shareholders’ equity as stated above. Similarly, a portion of undistributed prior-period earnings shall be reclassified as a special earnings reserve (which does not qualify for earnings distribution) to account for cumulative changes to other shareholders’ equity pertaining to prior periods due to the first-time adoption of IFRSs. Amounts of subsequent reversals pertaining to the net reduction of other shareholders’ equity shall qualify for additional distributions.
3) Earnings distribution
Earnings distribution for 2016 and 2015 were decided via the general meeting of shareholders held on June 14, 2017 and June 7, 2016, respectively. The relevant dividend distributions to shareholders were as follows:
| Dividends distributed to ordinary shareholders Cash dividends |
2016 | 2016 | Dividend per share (dollars) 0.10 |
2015 | ||
|---|---|---|---|---|---|---|
| Dividend per share (dollars) |
Amount | Amount 10,822 |
||||
| $ 1.20 |
$ 117,869 |
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POWERTECH INDUSTRIAL CO., LTD. AND ITS SUBSIDIARIES
Notes to the Consolidated Financial Statements
Related information will be posted on the “Market Observation Post System” of the TSEC after the convening of the meeting of the shareholders.
- 4) Treasury stock
In the year 2013, the Company purchased 892 thousand shares of stock amounting to $15,387 thousand for transfer to its employees. All the shares were retired in the year ended December 31, 2016.
On June 27, 2016, in order to maintain the Company’s creditability and shareholders’ equity, the Company purchased 5,000 thousand shares of stock amounting to $68,345 thousand. All the shares were retired in the year ended December 31, 2016.
On January 23, 2017, in order to maintain the Company’s credit and shareholders'equity, according to the resolution approved during the boards’ meeting, the Company have already purchased 5,000 thousand of shares of stock amounting to $89,837, which were retired before June 30, 2017. The sum of the book value of retired treasury stocks higher than par value and additional paid-in capital is reversed as Capital surplus-Treasury stocks ($1,987 thousand) and Capital surplus-Additional paid-in Capital-Common Stock ($12,184 thousand). The insufficient balance was debited to Retained earnings ($25,666 thousand).
According to the rule of the Securities and Exchange Act, the number of shares bought back may not exceed 10% of the total number of issued and outstanding shares of the company. The total amount of the shares bought back may not exceed the amount of retained earnings plus premium on capital stock plus realized capital reserve. As of December 31, 2017, the purchase amount of the company is in accord with the law.
In accordance with Securities and Exchange Act requirements, treasury shares held by the Company should not be pledged and do not have shareholder rights before their transfer.
- 5) Other equity (net of tax)
| Balance at January 1, 2017 Exchange differences on translation of net assets of foreign operations Exchange differences on associates accounted for using equity method Balance at December 31, 2017 |
Exchange differences on translation of foreign financial statements |
|---|---|
| $ (6,269) (45,283) (689) $ (52,241) |
137
43
POWERTECH INDUSTRIAL CO., LTD. AND ITS SUBSIDIARIES
Notes to the Consolidated Financial Statements
| Balance at January 1, 2016 Exchange differences on translation of net assets of foreign operations Exchange differences on associates accounted for using equity method Balance at December 31, 2016 |
Exchange differences on translation of foreign financial statements |
|---|---|
| $ 76,134 (82,356) (47) |
|
| $ (6,269) |
(k) Earnings per share
The calculation of basic and diluted earnings per share was as follows:
| (i) Basic earnings per share Profit attributable to ordinary shareholders of the Company Weighted-average number of common shares outstanding (thousand shares) Basic earnings per share (New Taiwan dollors) (ii) Diluted earnings per share Profit attributable to ordinary shareholders of the Company (diluted) Weighted-average number of common shares outstanding (thousand shares) Impact of potentially dilutive common shares-employee bonus Weighted-average number of common shares outstanding-diluted (thousand shares) Diluted earnings per share (New Taiwan dollors) |
2017 | 2016 129,903 |
|---|---|---|
| $ 2,365 |
||
$ 98,932 |
106,221 |
|
$ 0.02 |
1.22 |
|
| 2017 | 2016 129,903 |
|
| $ 2,365 |
||
$ 98,932 6 98,938 |
106,221 806 107,027 |
|
$ 0.02 |
1.21 |
(l) Revenue
| Sale of goods Sales returns and allowance |
2017 | 2016 2,899,900 (5,925) |
|---|---|---|
| $ 2,868,592 (9,963) |
||
$ 2,858,629 |
2,893,975 |
138
44
POWERTECH INDUSTRIAL CO., LTD. AND ITS SUBSIDIARIES Notes to the Consolidated Financial Statements
- (m) Employee compensation and remuneration for directors and supervisors
The Company’s articles of incorporation require that earnings shall first be offset against any deficit, then, 2%~15% will be distributed as employee remuneration and a maximum of 3% will be allocated as directors' and supervisors' remuneration. Employees who are entitled to receive the above mentioned employee remuneration, in share or cash, include the employees of the subsidiaries of the Company who meet certain specific requirement.
The Company accrued and recognized its remuneration to employee for the year ended December 31, 2017 and 2016, amounting to $88 thousand and $10,000 thousand, respectively, and to directors and supervisors amounting to $0 thousand and $2,000 thousand, respectively. These amounts are calculated by using the Company's pre-tax net profit for the period before deducting the amount of the remuneration to employees, directors and supervisors, multiplied by the distribution ratio of remuneration to the employees, directors and supervisors under the Company's articles of association, and expensed under operating costs or operating expenses.
The related information can be accessed from Market Observation Post System website. The amounts, as stated in the consolidated financial statements, are identical to those of the actual distributions for 2017 and 2016.
-
(n) Non-operating income and expenses
-
(i) Other income
Details of other income for the years ended December 31, 2017 and 2016, were as follows:
| Interest income Dividend income (ii) Other gains and losses Gains (losses) on disposal of property, plant and equipment Net (losses) gains on financial assets Impairment loss on financial assets Foreign exchange gains (losses), net Other (iii) Finance costs Interest expenses |
2017 $ 8,595 749 |
2016 7,357 - |
|---|---|---|
| $ 9,344 |
7,357 |
|
2017 $ (133) 11,675 (9,489) (62,555) 14,633 |
2016 (576) (1,983) - 18,047 18,608 |
|
$ (45,869) |
34,096 |
|
2017 $ (542) |
2016 (3) |
139
45
POWERTECH INDUSTRIAL CO., LTD. AND ITS SUBSIDIARIES Notes to the Consolidated Financial Statements
(o) Financial instruments
-
(i) Credit risk
-
a) Exposure to credit risk
The maximum exposure to credit risk is mainly from the carrying amount of financial assets.
- b) Concentration of credit risk
The majority of the Group’s customers are in energy saving and power protection industries. To reduce the credit risk of accounts receivable, the Group continuously evaluates customers’ financial condition, and requires customers to provide a guarantee if necessary. The Group regularly evaluates the possibility of recovery of accounts receivable and estimates the doubtful accounts. The loss is always within expectations. As of December 31, 2017 and 2016, the top 10 customers accounted for 78% and 86% of the Group’s total accounts receivable, respectively. Accordingly, concentration of credit risk existed.
(ii) Liquidity risk
The following are the contractual maturities of financial liabilities of the Group, including estimated interest payments and excluding the impact of netting arrangements:
| December 31, 2017 Non derivative financial liabilities Accounts payable Other payables December 31, 2016 Non derivative financial liabilities Accounts payable Other payables Deposits received |
Carrying amount $ 436,160 70,915 $ 507,075 $ 483,530 83,081 369 $ 566,980 |
Contractual cash flow 436,160 70,915 507,075 483,530 83,081 369 566,980 |
Within 6 months 436,160 70,915 507,075 483,530 83,081 369 566,980 |
6-12 months - - - - - - - |
1-2 years - - - - - - - |
2-5 years - - - - - - - |
More than 5 years |
|---|---|---|---|---|---|---|---|
| - - |
|||||||
| - | |||||||
| - - - |
|||||||
| - |
The Group does not expect that the cash flows could occur significantly earlier or at significantly different amounts.
140
46
POWERTECH INDUSTRIAL CO., LTD. AND ITS SUBSIDIARIES Notes to the Consolidated Financial Statements
(iii) Foreign currency risk
- a) Foreign currency risks exposure
The Consolidated Company’s significant exposure to foreign currency risk were as follows:
| December 31, 2017 Financial assets: Monetary items: USD RMB HKD EUR Non-Monetary items: USD Financial liabilities: Monetary items: USD HKD December 31, 2016 Financial assets Monetary items: USD RMB HKD EUR Non-Monetary items: USD Financial liabilities: Monetary items: USD HKD |
Foreign currency $ 32,087 23,394 545 26 269 46,193 2,904 Foreign currency $ 39,186 30,183 889 258 294 43,645 2,685 |
Exchange rate 29.760 4.565 3.807 35.570 29.760 29.760 3.807 Exchange rate 32.250 4.617 4.158 33.900 32.250 32.250 4.158 |
NTD |
|---|---|---|---|
954,909 106,794 2,075 925 8,008 1,374,704 11,056 NTD |
|||
1,263,749 139,355 3,696 8,746 9,470 1,407,551 11,164 |
|||
141
47
POWERTECH INDUSTRIAL CO., LTD. AND ITS SUBSIDIARIES Notes to the Consolidated Financial Statements
- b) Sensitivity analysis
The Group’s exposure to foreign currency risk arises from the translation of the foreign currency exchange gains and losses on cash and cash equivalents, accounts receivable, other receivables, accounts payable, and other payables. The management adopted 100 basis points as a reasonable change in interest rates, and therefore, it evaluated the impacts of 100 basis point changes in interest rates. If the interest rates on borrowings had increased or decreased by 100 basis points with all the other variables held constant, profit after tax for the years ended December 31, 2017 and 2016, would have decreased or increased by $(2,665) thousand and $(26) thousand, respectively, mainly as a result of liabilities bearing floating interest rates.
- c) Foreign exchange gains and losses of monetary items
The Group discloses the information on foreign currency exchange gains and losses in summary because the consolidated entities have various functional currencies. For the years ended December 31, 2017 and 2016, the foreign currency exchange gains and losses (including realized and unrealized gains and losses) of the Group were $(62,555) thousand and $18,047 thousand, respectively.
- (iv) Interest rate analysis
The Group’s significant financial assets are certificate of deposits. However, the interest rates are fixed; significant cash flow risk arising from a change in the interest rate is unlikely to occur.
The effects of interest rates of the Group’s financial assets and financial liabilities were described in liquidity risk.
As of December 31, 2017 and 2016, the Group had no outstanding floating bank loans.
-
(v) Fair value information
-
a) Categories and fair values of financial instruments
The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities not measured at fair value for which the carrying amount is a reasonable approximation of the fair value, and does not include the investments in equity instruments which do not have any quoted price in an active market.
142
48
POWERTECH INDUSTRIAL CO., LTD. AND ITS SUBSIDIARIES Notes to the Consolidated Financial Statements
| Financial assets measured at fair value through profit or loss Forward exchange contracts Stock options Subtotal Loans and receivables Cash and cash equivalents Notes receivable, accounts receivable, and other receivables Other financial assets Refundable deposits Subtotal Total Financial liabilities measured at amortized cost Notes payable and accounts payable Other payables Subtotal Total Loans and receivables Cash and cash equivalents Notes receivable, accounts receivable, and other receivables Other financial assets Refundable deposits Total Financial liabilities measured at amortized cost Notes payable and accounts payable Other payables Deposits received Total |
December 31, 2017 | December 31, 2017 | December 31, 2017 | |||
|---|---|---|---|---|---|---|
| Carrying amount |
Fair value | |||||
| Level 1 Level 2 Level 3 - 3,069 - - - 17,862 - 3,069 17,862 - - - - - - - - - - - - - - - - 3,069 17,862 - - - - - - - - - - - - December 31, 2016 |
Total 3,069 17,862 20,931 - - - - - 20,931 - - - - |
|||||
| $ 3,069 17,862 20,931 705,350 831,670 603 756 1,538,379 $ 1,559,310 $ 436,160 83,081 519,241 $ 519,241 |
||||||
| Carrying amount |
Fair value | |||||
| Level 1 - - - - - - - - - |
Level 2 - - - - - - - - - |
Level 3 - - - - - - - - - |
Total - - - - - - - - - |
|||
| $ 1,075,098 778,675 276 879 |
||||||
| $ 1,854,928 |
||||||
$ 483,530 83,081 369 |
||||||
| $ 566,980 |
143
49
POWERTECH INDUSTRIAL CO., LTD. AND ITS SUBSIDIARIES Notes to the Consolidated Financial Statements
- b) Valuation techniques for financial instruments measured at fair value
Measurement of the fair value of stock options is based on the valuation techniques generally accepted by market participants such as options pricing models. Fair value of forward foreign currency contracts is usually determined by the forward currency exchange rate.
- c) The Group's financial instruments measured at fair value and classified as level 3 only have one significant unobservable input. Quantified information of the significant unobservable inputs are as follows:
| Type | Valuation techniques |
Significant unobservable inputs |
Inter-relationship between key unobservable inputs and fair value measurement |
|---|---|---|---|
| Financial Assets Measured at Fair Value through Profit or Loss-Derivatives-Stock options |
Options pricing models-Black-Scho les Model |
‧Volatility (2017.12.31: 19.15%) |
‧The estimated fair value would increase if: volatility were higher |
- d) The movement of instrument in level 3.
| January 1,2017 Purchases Total gain or loss Recognized as profit Recognized as other comprehensive income December 31, 2017 |
Financial assets measured at fair value through profit or loss Derivatives-Stoc k options $ - 8,373 |
|---|---|
9,489 - |
|
| $ 17,862 |
144
50
POWERTECH INDUSTRIAL CO., LTD. AND ITS SUBSIDIARIES
Notes to the Consolidated Financial Statements
- e) Fair value measurements in Level 3 – sensitivity analysis of reasonably possible alternative assumptions.
The Group’s measurements of financial instrument were reasonable.
For fair value measurements in Level 3, changing one or more of the assumptions to reflect reasonably possible alternative assumptions would have the following effects:
| January 1,2017 Financial assets measured at fair value through profit or loss. Derivatives-Stock options Derivatives-Stock options Derivatives-Stock options |
Inputs | Upward or downward movement |
Profit or loss Favorable Unfavorable $ 77 (65) |
Profit or loss Favorable Unfavorable $ 77 (65) |
Other comprehensive income |
Other comprehensive income |
|---|---|---|---|---|---|---|
| Unfavorable | Favorable | Unfavorable | ||||
| Risk-free rate Common stock price Volatility |
0.1% 0.7% 0.1% |
(65) |
- |
- | ||
| $ 2,440 |
(2,155) |
- |
- | |||
$ (220) |
250 |
- |
- |
The favorable and unfavorable effects represent the changes in fair value, and fair value is based on a variety of unobservable inputs calculated using a valuation technique. The analysis above only reflects the effects of changes in a single input, and it does not include the interrelationships with another input.
-
(p) Financial risk management
-
(i) Overview
The Group has exposure to the following risks arising from financial instruments:
-
a) Credit risk
-
b) Liquidity risk
-
c) Market risk
This note presents information about the consolidated Company’s exposure to each of the above risks, the objectives, policies and processes for measuring and managing risk, and the consolidated Company’s management of capital. Please see other related notes for quantitative information.
- (ii) Risk management framework
The board of directors monitors the management to ensure compliance with the Group’s risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Group. The board of directors is assisted in its oversight role by Internal Audit. Internal Audit undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the board of directors.
145
51
POWERTECH INDUSTRIAL CO., LTD. AND ITS SUBSIDIARIES
Notes to the Consolidated Financial Statements
(iii) Credit risk
Credit risk is the risk of financial loss of the Group if a customer or counterparty to a financial ’ instrument fails to meet its contractual obligations, and arises principally from the Group s accounts receivable and securities investment.
a) Accounts receivable and other receivables
According to the credit policy, the Group has to evaluate the credit of each new customer before setting the payment and delivery terms. The evaluations include external credit ratings, if available, and bank references. The Group reviews credit limits periodically.
The Group monitors the credit risk of the customer based on the aging of the receivables, the due date, and other financial information.
The Group sets the allowance for bad debt to reflect the estimated losses for notes receivable and accounts receivable for customers that are rated at high risk. The allowance for bad debt consists of specific losses relating to individually significant exposure.
b) Investments
The credit risk exposure in the bank deposits, fixed income investments, and other financial instruments is measured and monitored by the Group’s finance department. Since those who transact with the Group are banks, financial institutions, corporate organizations, and government agencies with good credit, there are no compliance issues, and therefore, there is no significant credit risk.
c) Guarantee
The Group did not provide any guarantee as of December 31, 2017 and 2016.
- (iv) Liquidity risk
Liquidity risk is the risk the Group will lack sufficient cash or other financial instruments to settle its financial liabilities or to meet its contractual obligations. Since the current assets of the Group exceed the current liabilities, the working capital is sufficient for future cash needs. Thus, the Group does not have the liquidity risk to fulfill contractual obligations.
Moreover, as of December 31, 2017 and 2016, the Group had unused short-term credit facilities of $933,320 thousand and $1,173,250 thousand, respectively.
(v) Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates, and equity prices, will affect the Group’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return.
146
52
POWERTECH INDUSTRIAL CO., LTD. AND ITS SUBSIDIARIES Notes to the Consolidated Financial Statements
(q) Capital management
The Group manages capital to safeguard the capacity to continue to operate and to safeguard the certainty and stability of its financial resources. Capital consists of ordinary shares, capital surplus, retained earnings, and non-controlling interests of the Group. The Board of Directors monitors the return on capital as well as the level of dividends to ordinary shareholders.
The Group’s debt-to-equity ratio at the reporting date was as follows:
| Total liabilities Less: cash and cash equivalents Net debt Total equity Debt-to-equity ratio |
December 31, 2017 $ 729,549 705,350 |
December 31, 2017 $ 729,549 705,350 |
December 31, 2016 823,091 1,075,098 |
|---|---|---|---|
$ 24,199 |
(252,007) |
||
$ 1,539,492 |
1,792,238 |
||
1.57% |
(14.06)% |
As of December 31, 2017, the Group’s capital management strategy was consistent with the prior years.
(7) Related-party transactions:
- (a) The parent and ultimate controlling party
The Company is the ultimate controlling party of the Group.
-
(b) Significant transactions with related parties
-
Other current liabilities
| 1. Other current liabilities | |||
|---|---|---|---|
| Account | Relationship | December 31, 2017 $ 9,687 |
December 31, 2016 9,687 |
| Other current liabilities |
Associates--ZERNET |
The Group offers its associates services on product design and mold-manufacturing. As of December 31, 2017, the balance on the advance receipts amounted to $9,687 thousand, which was recorded as other current liabilities.
- (c) Key management personnel compensation
| Short term employee benefits Post employment benefits |
2017 $ 10,638 781 |
2016 11,357 445 |
|---|---|---|
| $ 11,419 |
11,802 |
147
53
POWERTECH INDUSTRIAL CO., LTD. AND ITS SUBSIDIARIES Notes to the Consolidated Financial Statements
(8) Pledged assets: None
(9) Significant Commitments and contingencies: None
(10) Losses Due to Major Disasters: None
(11) Subsequent Events:
-
(a) The Group recorded its Combination options as current financial assets measured at fair value through profit or loss. Please refer to Note 6(b).
-
(b) According to the amendments to the "Income Tax Act” enacted by the office of the President of the Republic of China (Taiwan) on February 7, 2018, an increase in the corporate income tax rate from 17% to 20% is applicable upon filing the FY 2018 corporate income tax return. This increase does not affect the amounts of the current or deferred income taxes recognized on December 31, 2017. However, it will increase the Group’s current tax charge accordingly in the future. On the other hand, if the new tax rate is applied in calculating the taxable temporary differences and tax losses recognized on December 31, 2017, the deferred tax assets and deferred tax liabilities would increase by $1,437 thousand and $0 thousand, respectively.
(12) Other:
- (a) A summary of current-period employee benefits, depreciation, and amortization, by function, is as follows:
| follows: | ||||||||
|---|---|---|---|---|---|---|---|---|
| By function By item |
2017 | 2016 | ||||||
| Operating costs |
Operating expenses |
Total | Operating costs |
Operating expenses |
Total | |||
| Employee benefits | ||||||||
| Salary | 366,490 | 181,701 |
548,191 |
384,521 |
196,828 |
581,349 |
||
| Labor and health insurance |
- | 12,191 | 12,191 |
- |
11,555 | 11,555 |
||
| Pension | 29,000 | 11,088 |
40,088 |
30,206 |
11,374 |
41,580 |
||
| Others | 7,784 | 11,091 |
18,875 |
5,155 |
11,447 |
16,602 |
||
| Depreciation | 53,147 | 16,135 |
69,282 |
62,868 |
22,490 |
85,358 |
||
| Amortization | 1,066 | 2,854 |
3,920 |
1,904 |
1,382 |
3,286 |
148
54
POWERTECH INDUSTRIAL CO., LTD. AND ITS SUBSIDIARIES Notes to Consolidated Financial Statements
(13) Other disclosures:
- (a) Information on significant transactions:
The following is the information on significant transactions required by the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” for the Group:
-
(i) Loans to other parties:None
-
(ii) Guarantees and endorsements for other parties:None
-
(iii) Securities held as of December 31, 2017 (excluding investment in subsidiaries, associates and joint ventures):
(In Thousands of New Taiwan Dollars)
| Name **of holder ** |
Category and name of security |
Relationship with company |
Account title |
Ending balance | Ending balance | Ending balance | Ending balance | Highest Percentage of ownership (%) |
Note |
|---|---|---|---|---|---|---|---|---|---|
| Shares/Units **(thousands) ** |
Carrying value | Percentage of ownership (%) |
Fairvalue | ||||||
| The Company | TrickleStar Limited | - |
Financial assets at cost-non current |
125 | 42,408 |
5.32% |
42,408 |
5.32% |
Unpledged |
-
(iv) Individual securities acquired or disposed of with accumulated amount exceeding the lower of NT$300 million or 20% of paid-in capital:None
-
(v) Acquisition of individual real estate with amount exceeding the lower of NT$300 million or 20% of paid-in capital:None
-
(vi) Disposal of individual real estate with amount exceeding the lower of NT$300 million or 20% of paid-in capital:None
-
(vii) Related-party transactions for purchases and sales with amounts exceeding the lower of NT$100 million or 20% of paid-in capital:
(In Thousands of New Taiwan Dollars)
| Name of company |
Related party |
Nature of relationship |
Transaction details | Transaction details | Transaction details | Transaction details | Transactions with terms different from others |
Transactions with terms different from others |
Notes/Accounts receivable (payable) |
Notes/Accounts receivable (payable) |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchase/Sale | Amount (Note 2) |
Percentage of total purchases/sales |
Payment terms |
Unit price |
Payment terms | Ending balance |
Percentage of total notes/accounts receivable (payable) |
||||
| The Company | PERFECT | Subsidiary | Purchase | 2,269,594 | 87% |
30-60 days | - | (770,850) | 91% |
||
| The Company | TREASURE | Subsidiary | Purchase | 159,267 | 6% |
30-60 days | - | (64,936) | 8% |
Note 1: The purchase price is adjusted for tax planning and transfer pricing.
Note 2: The adjustment depends on capital movement.
Note 3: The balance of accounts payable has derecognized other payables.
Note 4: The transactions within the Group were eliminated in the consolidated financial statements.
- (viii) Receivables from related parties with amounts exceeding the lower of NT$100 million or 20% of paid-in capital:
(In Thousands of New Taiwan Dollars)
| Name of company |
Counter-party | Nature of relationship |
Ending balance |
Turnover rate |
Overdue | Overdue | Amounts received in subsequent period (Note) |
Allowance for bad debts |
|---|---|---|---|---|---|---|---|---|
| Amount | **Action taken ** | |||||||
| PERFECT |
The Company |
Subsidiary | 770,850 | 3.01 |
- |
462,586 | - |
|
| Note 1: As of March 18, 2018. |
Note 2: The transactions within the Group were eliminated in the consolidated financial statements.
- (ix) Trading in derivative instruments: Please refer to notes 6(b).
149
55
POWERTECH INDUSTRIAL CO., LTD. AND ITS SUBSIDIARIES
Notes to Consolidated Financial Statements
(x) Business relationships and significant intercompany transactions:
(In Thousands of New Taiwan Dollars)
| (In Thousands of New Taiwan Dollars) | (In Thousands of New Taiwan Dollars) | (In Thousands of New Taiwan Dollars) | (In Thousands of New Taiwan Dollars) | (In Thousands of New Taiwan Dollars) | ||||
|---|---|---|---|---|---|---|---|---|
| No. | Name of company | Name of counter-party | Nature of relationship |
Intercompany transactions | ||||
| Account name | Amount | Trading terms | Percentage of the consolidated net revenue or total assets |
|||||
0 |
The Company |
TREASURE | 1 | Purchases | 159,267 (USD 5,237 thousand) |
Note 1 |
6% | |
0 |
The Company |
TREASURE | 1 | Accounts payable | 64,936 (USD 2,182 thousand) |
Note 1 |
3% | |
0 |
The Company |
PERFECT | 1 | Purchases | 2,269,594 (USD 74,633 thousand) |
No significant differences |
79% |
|
0 |
The Company |
PERFECT | 1 | Accounts payable | 770,850 (USD 25,902 thousand) |
No significant differences |
3% |
|
1 |
PERFECT |
The Company | 2 | Purchases |
(USD 1,455 thousand) | No significant differences |
2% |
|
1 |
PERFECT |
The Company | 2 | Accounts receivable |
(USD 25,902 thousand) |
No significant differences |
34% |
|
1 |
PERFECT | DONGGUAN QUAN SHENG |
3 |
Purchases |
(USD 74,198 thousand) | No significant differences |
79% |
|
1 |
TREASURE |
The Company | 2 | Accounts receivable |
(USD2,182 thousand) |
Note 1 |
3% | |
1 |
TREASURE |
DONGGUAN FU JU | 3 | Purchases |
(USD 1,250 thousand) | Note 1 |
1% | |
2 |
DONGGUAN QUAN SHENG |
PERFECT |
3 | Accounts receivable |
(USD 31,801 thousand) |
No significant differences |
42% |
|
2 |
DONGGUAN FU JU |
TREASURE |
3 | Sales |
(USD 1,250 thousand) | Note 1 |
1% |
Note 1: The receivables are adjusted according to capital management of the subsidiary and offset with its sales receivables.
Note 2: The number of the relationship with the transaction counterparty represents the following:
(1) 1 represents downstream transactions.
(2) 2 represents upstream transactions.
(3) 3 represents sidestream transactions.
Note 3: The transactions within the Group were eliminated in the consolidated financial statements.
(b) Information on investees:
The following is the information on investees for the years ended December 31, 2017 (excluding information on investees in Mainland China):
(In Thousands of New Taiwan Dollars)
| Name of investor | Name of investee | **Location ** | Main businesses and products |
Original investment amount | Original investment amount | Balance as of December 31, 2017 | Balance as of December 31, 2017 | Balance as of December 31, 2017 | Highest Percentage of ownership |
Net income (losses) of investee |
Share of profits/losses of investee |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2017 |
December 31, 2016 |
Shares (thousands) |
Percentage of wnership |
Carrying value |
||||||||
| The Company | DIGITAL WORLD INC. |
Samoa |
Investing business | 12,293 | 100% |
1,275,404 |
100% |
(176,053) |
(176,053) |
Subsidiary | ||
| The Company | OPPORTUNIST INT'L CO., LTD. |
Mauritius |
Investing business | 3,855 | 100% |
66,089 (Note 2) |
100% | 112,569 |
112,569 |
Subsidiary | ||
| The Company | HURRY CLOUD TECHNOLOGY CO., LTD |
Taiwan |
Trading and lease of electronical devices. |
- | 3,125 | 100% |
50,000 |
100% |
- |
- |
Subsidiary | |
| The Company | DE YAN MANAGEMENT CONSULTING CO., LTD |
Taiwan |
Business management consulting |
- | 200 | 100% |
2,000 |
100% |
- |
- |
Subsidiary | |
| The Company | ZERNET LIMITED |
Hong Kong |
Design and wholesale business |
USD 330 |
USD 300 |
330 |
30% |
8,008 |
30% |
(5,576) |
(1,673) |
Associates by equity method |
| DIGITAL WORLD INC. |
BEST WISDOM LIMITED |
Samoa |
Investing business | USD 12,264 |
USD 12,264 |
12,264 |
100% |
996,519 |
100% |
(13,795) |
(13,795) |
Subsidiary |
| DIGITAL WORLD INC. |
TREASURE | Samoa. |
Wholesale business | USD 10 |
USD 10 |
10 |
100% |
278,800 |
100% |
(162,251) |
(162,251) |
Subsidiary |
| BEST WISDOM LIMITED |
SURGELION INT'L LTD. |
Hong Kong |
Investing business | USD 12,363 (Note 1) |
USD 12,363 (Note 1) |
- | 100% | 991,872 |
100% |
(13,771) |
(13,771) |
Subsidiary |
| OPPORTUNIST INT’L CO., LTD. |
TOTAL PLUS INT'L LTD. |
Mauritius |
Investing business | USD 3,855 |
USD 3,855 |
3,855 |
100% |
56,957 (Note 2) |
100% | 165,634 |
165,634 |
Subsidiary |
| OPPORTUNIST INT’L CO., LTD. |
PEREFCT | Mauritius |
Wholesale business | USD 10 |
USD 10 |
10 |
100% |
8,640 (Note 2) |
100% | (53,021) |
(53,021) |
Subsidiary |
Note 1: The original investment includes prepaid long-term investment.
Note 2: The carrying value includes debit of long-term investment accounted for using equity method.
Note 3: Except investments in associates by equity method, the transactions within the Group were eliminated in the consolidated financial statements.
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56
POWERTECH INDUSTRIAL CO., LTD. AND ITS SUBSIDIARIES
Notes to Consolidated Financial Statements
-
(c) Information on investment in mainland China:
-
(i) The names of investees in Mainland China, the main businesses and products, and other information:
(In Thousands of New Taiwan Dollars)
| Name of investee |
Main businesses and products |
Total amount of paid-in **capital ** |
Method of investment |
Accumulated outflow of investment from Taiwan as of January 1, 2016 |
Investment flows | Investment flows | Accumulated outflow of investment from Taiwan as of December 31, 2017 |
Net income (losses) of the investee |
Percentage of ownership |
Maximum Investment |
Investment income (losses) |
Book value |
Accumu-lated remittance of earnings in current period |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Outflow |
Inflow | ||||||||||||
| DONGGUAN QUAN SHENG |
Manufacture and sales of power outlet, wire, cable and power cord, and provide after-sale service |
366,641 (HK29,994; US8,483) |
(2)(a). |
366,641 (HK29,994; US8,483) |
- |
- | 366,641 (HK29,994; US8,483) |
(13,744) |
100% | 100% |
(13,744) |
991,574 |
- |
| DONGGUAN FU JU |
Items include power cord, wire, plastic cover, circuit board modules, radio and power outlet |
114,130 (US3,835) |
(2)(b). |
110,886 (US3,726) |
- |
- | 110,886 (US3,726) |
165,670 |
100% | 100% |
165,670 |
56,576 |
- |
| DONGGUAN KANGCHI |
Sales of electrical appliances, power outlet, wire, cable and computer peripherals |
4,565 (RMB1,000) |
(2)(c). |
- | - | - | - | (368) | 100% | 100% |
(368) |
5,678 |
- |
Note 1: The financial statements of the investee are audited by the auditors of the parent company and accounted for by the equity method.
Note 2: The method of investment is divided into the following three categories:
(1) Directly invest in Mainland China.
(2) Through the establishment of third region companies then investing in Mainland China.
(a) The investment amounts are the remittances from SURGELION INT'L LTD to DONGGUAN QUAN SHENG by the Company.
(b) The investment amounts are the remittances from TOTAL PLUS INT'S LTD to DONGGUAN FU JU by the Company.
(c) The investment amounts are directly invested by DONGGUAN QUAN SHENG in DONGGUAN KANGCHI.
(3) Other methods
Note 3: The aforementioned TWD are in accordance with the exchange rate on December 31, 2017.
Note 4: The transactions within the Group were eliminated in the consolidated financial statements.
- (ii) Limitation on investment in Mainland China:
| Accumulated Investment in Mainland China as of December 31, 2017 |
Investment Amounts Authorized by Investment Commission, MOEA |
Upper Limit on Investment |
|---|---|---|
| 477,527 (USD 12,209 thousand; HKD 29,994 thousand) |
562,107 (USD 18,888 thousand) |
923,695 (Note) |
Note: 60% of the total equity from the Company.
- (iii) Significant transactions:
Please refer to 13(a) for further information.
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57
POWERTECH INDUSTRIAL CO., LTD. AND ITS SUBSIDIARIES Notes to the Consolidated Financial Statements
(14) Segment information:
The Group’s operating segment information and reconciliation are as follows:
- (a) General information
The Group has recognized the reportable departments by the reporting information that is used to make decisions according to the management.
The management of the Group runs the business based on functionality. By functionality, the Group is currently divided into an operating center and a manufacturing center. The operating center mainly includes the research and development unit, business unit, and other management units of the Company. The manufacturing center mainly includes the production unit, production-related supporting unit, and Mainland China domestic unit.
- (b) Profit or loss data of the reporting segments (including specific revenues and expenses), assets and liabilities of the segments, the basis of measurement, and the related adjustment or eliminations
The Group’s operating segment information and reconciliation are as follows:
| Revenue: Revenue from external customers Inter segment revenues Interest revenue Total revenue Reportable segment profit or loss Reportable segment assets Reportable segment liabilities Revenue: Revenue from external customers Inter segment revenues Interest revenue Total revenue Reportable segment profit or loss Reportable segment assets Reportable segment liabilities |
2017 | 2017 | Total | |
|---|---|---|---|---|
| Manufacturing $ 21,161 2,432,074 6,030 $ 2,459,265 $ (65,156) $ 2,981,054 $ 1,639,561 |
Operating | Adjustment or elimination |
||
| 2,837,468 - 55,614 (2,487,688) 2,565 - |
2,858,629 - 8,595 |
|||
2,895,647 (2,487,688) |
2,867,224 |
|||
67,521 - |
2,365 |
|||
2,549,171 (3,261,184) |
2,269,041 |
|||
1,009,679 (1,919,691) |
729,549 |
|||
2016 |
Total 2,893,975 - 7,357 2,901,332 129,903 2,615,329 823,091 |
|||
| Manufacturing $ 2,383 2,552,749 5,791 |
Operating | Adjustment or elimination |
||
| 2,891,592 - 59,330 (2,612,079) 1,566 - |
||||
$ 2,560,923 |
2,952,488 (2,612,079) |
|||
$ 65,747 |
64,156 - |
|||
$ 3,337,332 |
2,894,866 (3,616,869) |
|||
$ 1,887,072 |
1,102,628 (2,166,609) |
152
(c) Product and service information
Revenue from the external customers of the Group was as follows:
| 一、 Products and services | 2017 $ 2,151,542 344,586 308,110 54,391 |
2016 2,240,613 471,797 125,905 55,660 |
|---|---|---|
| Surge Protector for IT Peripherals Power Noise Filter for Audio and Video Devices IoT and Smart Home Power Safety System Others Total |
||
$ 2,858,629 |
2,893,975 |
(d) Geographic information
In presenting information on the basis of geography, segment revenue is based on the geographical location of customers and segment assets are based on the geographical location of the assets.
| 二、 Geographic information | 2017 $ 2,086,225 27,095 745,309 |
2016 2,155,504 19,709 718,762 |
|---|---|---|
| 三、Revenue from external customers: 四、 United States 五、 Australia 六、 Other countries Total 七、 Non-current assets: 八、 Taiwan 九、 China Total |
||
$ 2,858,629 |
2,893,975 |
|
$ 123,228 157,767 |
119,726 184,372 |
|
$ 280,995 |
304,098 |
Non-current assets include property, plant and equipment, and other assets, not including deferred income tax assets.
(e) Major customers
For the years ended December 31, 2017 and 2016, the amounts of sales to customers representing greater than 10% of net revenue were as follows:
| 十、 Customer A Customer B 十一、 Customer A Customer B Customer C |
2017 $ 480,662 326,735 |
|---|---|
$ 807,397 |
|
2016 $ 556,163 280,841 280,199 |
|
$ 1,117,203 |
153