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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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==> picture [156 x 37] intentionally omitted <==

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

  1. 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%)
  1. 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%
  1. 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%)
  1. 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

  1. Business objectives

  2. Good customer service, to develop new customers, new markets and new applications to expand the scale of operation of the company.

  3. Strengthen the core technology research and development, the development of higher value-added new products to increase the competitive threshold to enhance profitability.

  4. To carry out patent distribution, and strengthen the protection of intellectual property rights to improve the barriers to industrial access.

  5. Strict control costs, improve management efficiency, enhance international competitiveness.

  6. 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
  1. Continuously invest in innovative research and development, improve product quality and reduce production costs.

  2. Strengthen the process management, improve production efficiency.

  3. To grasp the pulse of raw material prices, strengthen inventory control, play procurement advantages.

  4. 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

  1. Continuously attract talented people, with the ability of existing staff to enhance.

  2. With the market trends, and actively develop green products, and strive to product innovation, expand product niche.

  3. 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.

4

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

5

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

==> picture [414 x 395] intentionally omitted <==

----- 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.

8

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

9

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

10

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
- -

11

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

12

of office.

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

  2. 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.

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

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

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

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

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

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

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

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

13

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

14

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

15

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%
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
ˇ
ˇ
ˇ


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)?
ˇ
ˇ
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.

  1. 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

==> picture [493 x 233] intentionally omitted <==

----- 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)
An instructor or higher A judge, public Has work
position in a department prosecutor, attorney, experience in the Number of
of commerce, law, Certified Public areas of commerce,
Other Public
finance, accounting, or Accountant, or other law, finance, or
Companies in
other academic professional or technical accounting, or Which the
department related to specialist who has otherwise necessary Individual is
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
Serving as an
public or private junior awarded a certificate in a Remuneration
college, college or profession necessary for Committee
university the business of the Member
Company
Name
Convener Chun
Chi V V V V V V V V V 3
Yang
Committee Tsung
Member Pei V V V V V V V V V 0
Lee
other Corina
V V V V V V V V V V 0
Lee
----- 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.

  1. 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.

  2. 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.

  3. 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.

  4. 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”.
  1. 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

ˇ
ˇ
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?
ˇ
ˇ
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?

ˇ
ˇ
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:

  1. 2-15 % as a bonus for employees;

69

  1. Do not exceed 3 % as compensation for directors and supervisors;

  2. 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:

  1. 2-15 % as a bonus for employees;

  2. Do not exceed 3 % as compensation for directors and supervisors;

  3. 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
UnitNT$ 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 inWall PlugPower Control Center
IoT and Smart Home Power
SafetySyster
Lighting ControlWireless Motion SensorSecurity
Remote 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
Surge
Protector
for
IT
Peripherals

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 and
Video 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 Safety
System

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

  1. 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.

  2. 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

  1. The Company does not engage in high-risk, highly leveraged investment.

  2. The Company has no funds to lend to others and endorsement and other acts.

  3. 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

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 AuditorsReport 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 AuditorsReport

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.

97

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.

Auditors 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:

  1. 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.

  2. 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.

  3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  4. 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.

  5. 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.

  6. 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.

98

4-3

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

8

(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.

109

15

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.

110

16

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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POWERTECH INDUSTRIAL CO., LTD. AND ITS SUBSIDIARIES

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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POWERTECH INDUSTRIAL CO., LTD. AND ITS SUBSIDIARIES

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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POWERTECH INDUSTRIAL CO., LTD. AND ITS SUBSIDIARIES

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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POWERTECH INDUSTRIAL CO., LTD. AND ITS SUBSIDIARIES

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

125

31

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.

126

32

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

127

33

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

34

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.

129

35

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

130

36

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.

131

37

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

38

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)
-

133

39

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.

134

40

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.

135

41

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

136

42

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.

150

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.

151

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