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POWERTECH Annual Report 2018

Jun 28, 2019

52310_rns_2019-06-28_ba349e32-9e28-4da2-84b9-b8a31e99b6b8.pdf

Annual Report

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Stock Code: 3296

POWERTECH INDUSTRIAL CO., LTD.

2018

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 2018 Annual Report is available at: http://www.power-tech.com.tw Printed on 04 11, 2019

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Spokesperson

Name: Kevin Kuo Title: Vice President and CFO Tel: 886-2-8221 5588 E-mail: [email protected]

Deputy Spokesperson

Name: Josh Tsai Title: Vice president Tel: 886-2-8221 5588 E-mail: [email protected]

Registrar Agent

Headquarters, Branches and Plant

Headquarters Address: 10F., No.407, Sec. 2, Zhong Shan Rd., Zhonghe Dist., New Taipei City 23558, Taiwan(R.O.C.)

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.................. 57 3.5 Changes in Shareholding of Directors, Supervisors, Managers and Major Shareholders……………………………………………………………………..59 3.6 Relationship among the Top Ten Shareholders………..……....………...………60 3.7 Ownership of Shares in Affiliated Enterprises ……………………………61 IV. Capital Overview 4.1 Capital and Shares………………………………………………………….……63 4.2 Bonds…………….………………………………………………………….……69 4.3 Global Depository Receipts ….…………………………………………….……70 4.4 Employee Stock Options…………………………………………………………70 4.5 Status of New Shares Issuance in Connection with Mergers and Acquisitions….70 4.6 Financing Plans and Implementation……………………………………...……..70 V. Operational Highlights 5.1 Business Activities……………………………………………………………….71 5.2 Market and Sales Overview…………………………………….………..………74 5.3 Human Resources……….……………………………………………………….78 5.4 Environmental Protection Expenditure………….……………………………….78 5.5 Labor Relations…………………………………………………………………80 5.6 Important Contracts………………………………………………………………80 VI. Financial Information 6.1 Five-Year Financial Summary………………………………………….………..79 6.2 Five-Year Financial Analysis…………………………………………….………80 6.3 Supervisors’ or Audit Committee’s Report in the Most Recent Year……………83 6.4 Financial Statements for the Years Ended December 31, 2015 and 2014, and Independent Auditors’ Report………………………………..………………….83

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VII. Review of Financial Conditions, Operating Results, and Risk Management
7.1 Analysis of Financial Status……………………………………………………..84
7.2 Analysis of Operation Results……………………………………………..…….85
7.3 Analysis of Cash Flow………………………………………..…………………86
7.4 Major Capital Expenditure Items………………………………………………87
7.5 Investment Policy in Last Year, Main Causes for Profits or Losses,
Improvement Plans and the Investment Plans for the Coming Year……….……87
7.6 Analysis of Risk Management…………………………………………….……..88
VIII. Special Disclosure
8.1 Summary of Affiliated Companies……………………………………..….……90
8.2 Private Placement Securities in the Most Recent Years………………………….90
8.3 The Shares in the Company Held or Disposed of by Subsidiaries
in the Most Recent Years………………………………………………….…….90
Attachment
Powertech industrial
co., ltd and its subsidiaries Consolidated Financial
Statements…………………………………………………………………………91
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I. Letter to Shareholders

Dear Shareholders,

In fiscal 2018, the consolidated operating income was $ 3,140,740 (thousand NT), representing a increase of $ 282,111 (thousand NT) or 9.87% for 2017. The consolidated operating margin for the year was $ 475,019 (thousand NT), up by $ 6,580 (thousand NT) or 1.40% over year of 2017. The After –tax profit of year 2018 was 99,160 (thousand NT) ,a increase of 96,795 (thousand NT), a increase of 4092.81% for year 2017.

In the 2018, the overall turmoil in the global economy has changed dramatically. After a period of ups and downs, the global economic growth has turned from steady to weak. The deep-impact factors of the overall economic crisis have not yet been eliminated, and protectionism has returned to the global economy. On the one hand, the world economy has not continued the rapid growth of the past. From the simultaneous recovery of the United States and Europe to the region, the growth rate of major economies is approaching the peak, and some emerging market countries have experienced financial turmoil. On the other hand, the United States has launched several trade disputes globally for photovoltaic, steel, aluminum, and automobiles. The rise of global populism and geopolitical conflicts have caused great disruption to economic operations. Under the influence of global trade friction, the Fed tightening monetary policy, the appreciation of the US dollar, and the tightening of global dollar liquidity, the balance of global economic expansion began to decline. From the perspective of economic growth, only the US economy in the developed countries is “out of the box”, the euro zone economy is weak, and in the emerging economies, Asia maintains high growth, while growth in other regions slows down; from the perspective of financial market performance, The developed countries are generally stable, although the volatility has risen but still below historical levels, emerging economies have risks such as currency depreciation, capital outflows, stock market declines, and rising debt repayment pressure. Among the various impact factors, the trade war between the United States and China has had a major impact on the Company, affecting the relevant market layout and strategy of the Company. In such a difficult and prosperous environment, the company is striving for cost optimization and establishing a competitive market. Niche and new products have gained favor in the market, resulting in 2018 overall operating performance growth compared to year of 2017.

1

Looking forward to the 2019, observing the recent international economic situation, updated data released by international forecasting institutions such as the World Bank, Global Insight and the International Monetary Fund show that global international trade and manufacturing activities have slowed down in 2019, and the trade situation continues to be tense. Some large emerging market countries have clearly felt financial pressure. The trade war, the slowdown of the Chinese economy, and the risk of Brexit in the UK have led to a slowdown in global trade activity and a drag on manufacturing, which is the main reason for the decline in the global outlook. Although it is widely believed in the global market that 2019 is a conservative and prudent year, the company will continue to actively introduce new products and open up new markets under the unpredictable factors. The company will continue to actively engage in production and sales integration. Strengthening competitiveness. The business side, in line with changes in the external industrial environment, develop competitive strategies and actively develop new products, new customers and new application markets. In the R&D area, in response to energy conservation and carbon reduction requirements, a dedicated energy management unit was established to accelerate the development of related products. In terms of services, in line with customer needs, provide better quality and delivery, and raise the threshold for competition. In terms of social responsibility, in line with the market demand for green environmental protection, energy conservation and carbon reduction and carbon footprint verification, we plan a series of energy management products such as environmental protection, energy conservation and carbon reduction, and strive for social responsibility while pursuing profits.

B. the result of the budget

Unit: in thousands

項目 Amount(actual) Amount(budget) Actual/budget
Surge Protector for IT
Peripherals
13,382
14,500

92.29%
Power Noise Filter for Audio and
Video Devices

439

120

365.83%
IoT and Smart Home Power
SafetySystem
1,251
1,695

73.81%
Others 451
329

137.08%
Total 15,523
16,644

93.26%

Analysis of financial revenue and expenditure and profitability

2

Unit : in thousand NT

item 2018 2017 Increase/
decrease
Revenue and
Expenditure
Revenue 3,140,740
2,858,629

9.87%
Operatingmargin 475,019
468,439

1.40%
Netprofit after tax 99,160
2,365

4092.81%
Profitability ROA(%) 4.20%
0.12%

3547.34%
ROE(%) 6.30%
0.14%

4334.42%
Net return(%) 3.16%
0.08%

3846.52%
Retrospective EPS() 1.01
0.02

4950.00%

research and development status

The R&D expenses invested by the Company in 2018

Unit : in thousand NTD

Item Amount
R&D costs 146,133
Net operatingincome 3,140,740
Accounting for net operating
income ratio
4.65%

C. Operating principles:

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

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

  3. Patent layout, strengthen intellectual property protection, to improve the industry barriers to entry.

  4. Strict control of costs, improve management efficiency, enhance international competitiveness.

The expected number of sales and its basis

Based on the industrial environment and the supply and demand of the market, and considering the own capacity and business development, the Company expects sales as follows

3

Unit : in thousands

Unit : in thousands
Item Amout
Surge Protector for IT
Peripherals
13,912
Power Noise Filter for Audio and
Video Devices
331
IoT and Smart Home Power
SafetySystem
1,310
Others 343
Total 15,896

Important production and marketing policies

  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

The future development strategy of the company

  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 share.

By the external competitive environment, regulatory environment and the overall operating environment

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 to provide the company to broaden

4

the competitive threshold of the product opportunities. The company will focus on power management technology research and development, through the combination of part of the cloud and software technology, the introduction of a more comprehensive environmental energy solutions to meet customer demand for high efficiency energy management products.

I would like to thank the shareholders for their support of the Company on the report on the business report for the year 2018 and the summary of the 2019 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
2018 The company's product Magic Cube won the 2018 Innovation Award
from CES USA. Selected as one of the consumer electronics
products with outstanding design and craftsmanship and advanced
technology.
Officially announced the addition of the Wireless Charging Alliance
WPC to provide an easier way to charge mobile phones and related
electronic devices.

III. Corporate Governance Report

3.1 Organization

3.1.1 Organizational Chart

==> picture [309 x 137] 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
----- End of picture text -----

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==> picture [465 x 246] intentionally omitted <==

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

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 產品 業務 電源產品 智能系統 詮盛廠 富鉅廠
Financial 處驗證處 企畫處 處 開發處 產品開發 Q.S. F.J.
Division Product Marketing Sales Power 處 Factory Factory
Verification & Division
Product IOE
Division Planning
R&D Product
Division
R&D
Division
Division
----- End of picture text -----

7

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)
Marketing &
Planning Division
Responsible for market analysis, new technology
analysis and import, product planning, new product
appearance and packaging design, new product case
Kick Off and other related matters.
Product Verification Division Responsible for product design verification and
safety
certification, and responsible for the
company'sproductqualityassurance andguidance.
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% 7,565,702 7.70% 5,611,236
5.71%

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

lders of the institutional shareholders lders of the institutional shareholders
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 2
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
7,565,702

7.70%

5,611,236

5.71%

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 5,611,236 5.71%
7,565,702
7.70%
B.S. Fu Jen
Catholic
University
Director, Dong
Guan Quan Sheng
Electric co.,Ltd.
Chairman Jonie Chou Husband
Director Daniel Yeh brother
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
10,000

0.01%

B.S. National
Yunlin University
of Science and
Technology
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 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

14

Director 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
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financia
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stateme
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The
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Compa
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Compan
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The
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Compa
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the
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The
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Compan
ies in
the
consolid
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financial
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The
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Compan
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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
4,358
4,358 215 215 356 356 295 295 5.27% 5.27% 3,535 3,535 352 352 240 240 9.43% 9.43% none
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
Under NT$ 2,000,000 5(others) 5(others) 3 (others) 3 (others)
NT$2,000,001 ~ NT$5,000,000 Jonie chou Jonie chou Jonie chou;
George Lee;
Jennifer Lai
Jonie chou;
George Lee;
Jennifer Lai
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 6 6 6 6

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
144 144 225 225 0.37% 0.37% none
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 3 3

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
1,928 1,928 215 215 268 268 142 - 142 - 2.57% 2.57% none
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 Jonie Chou Jonie Chou
NT$2,000,001 ~ NT$5,000,000 Lilian Yeh Lilian Yeh
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 2 2

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 - 1,328 1,328 1.34%
Vice
President
Lillian Yeh
Special
Assistant to
Chairman
Henry Gong
Director Jennifer Lai
Director Frankie Chen
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 Eldon Chang

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
vice presidents to net income (%)
Ratio of total remuneration paid to
directors, supervisors, presidents and
vice presidents to net income (%)
The company Companies in the
consolidated
financial
statements
The company Companies in the
consolidated
financial
statements
2017 11,419 482.80% 11,419 482.80%
2018 12,273 12.38% 12,273 12.38%

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
4 0 100.00%
Director Michael
T.S. Lee
3 0 75.00%
Director George
Lee
4 0 100.00%
Director Jennifer
Lai
4 0 100.00%
Independent
director
Chun Chi
Yang
4 0 100.00%
Independent
director
Tsung Pei
Lee
4 0 100.00%
Supervisor Chin Yan 4 0 100.00%

23

Chen
Supervisor Shin Rong
Shiah-Hou
4 0 100.00%
Supervisor Jun Yu
Huang
4 0 100.00%
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
4 100.00%
Supervisor Shin Rong
Shiah-Hou
4 100.00%
Supervisor Jun Yu
Huang
4 100.00%
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 was a meetings, on 03. 22, 2019. 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
Yes No Abstract Illustration
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.

34

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 2
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.

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

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

  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

35

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
3 0 100%
Committee
Member
Tsung
Pei
Lee
3 0 100%
Committee
Member
Corina
Lee
3 0 100% 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,

36

session, content of the motion, all members’ opinions and the response to members’ opinion should be specified: None.

37

3.3.5 Corporate Social Responsibility

Evaluation Item Implementation Status1 Deviations from “the
Corporate Social
Responsibility
Best-Practice Principles
for TWSE/TPEx Listed
Companies”andReasons
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
regularbasis?
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-linemanagers
ˇ None

38

Evaluation Item Implementation Status1 Deviations from “the
Corporate Social
Responsibility
Best-Practice Principles
for TWSE/TPEx Listed
Companies”andReasons
Yes No
Abstract Explanation2
authorized by the board to
be in charge of proposing
the corporate social
responsibility policies and
reporting to the board?

(4) Does the company
declare a reasonable
salary remuneration
policy, and integrate the
employee performance
appraisal system with its
corporate social
responsibility policy, as
well as establish an
effective reward and
disciplinary system?
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 havelow
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

39

Evaluation Item Implementation Status1 Deviations from “the
Corporate Social
Responsibility
Best-Practice Principles
for TWSE/TPEx Listed
Companies”andReasons
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

40

Evaluation Item Implementation Status1 Deviations from “the
Corporate Social
Responsibility
Best-Practice Principles
for TWSE/TPEx Listed
Companies”andReasons
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) Wehas specificEmployeeRetirement 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

41

Evaluation Item Implementation Status1 Deviations from “the
Corporate Social
Responsibility
Best-Practice Principles
for TWSE/TPEx Listed
Companies”andReasons
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 areinformed ofcurrent policies.
(5) Does the company
provide its employees
with career development
and training sessions?
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
throughassurance ofservice quality.A free servicehotline accepts product

42

Evaluation Item Implementation Status1 Deviations from “the
Corporate Social
Responsibility
Best-Practice Principles
for TWSE/TPEx Listed
Companies”andReasons
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
internationalstandards?
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 any agreements at any time by providing the suppliers with 60 days’

43

Evaluation Item Implementation Status1 Implementation Status1 Implementation Status1 Deviations from “the
Corporate Social
Responsibility
Best-Practice Principles
for TWSE/TPEx Listed
Companies”andReasons
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”.

44

Evaluation Item Implementation Status1 Implementation Status1 Implementation Status1 Deviations from “the
Corporate Social
Responsibility
Best-Practice Principles
for TWSE/TPEx Listed
Companies”andReasons
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.

45

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

46

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

47

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

48

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

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
(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.

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
(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

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
(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.

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
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

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
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.

54

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, 19, 2018 1. Approval of the 2017 business report and
financial statements.
2. Approval of the distribution of 2017
retained earnings and employee profit
sharing.
Board meeting 05,10,2018 1. Approval of the 2018 Q1 financial
statements.
2. Approval of amendment to “Articles of
Incorporation”.
Board meeting 08,08,2018 1. Approval of the 2018 Q2 financial
statements.
Board meeting 11.06,2018 1. Approval of the 2018 Q3 financial
statements.
2. The company's revised post-earnings
distribution case of 2017
Board meeting 03,22,2018 1. Approval of the 2018 financial statements.
2. Approval of the distribution of 2018 retained
earnings and employee profit sharing.
Shareholders’
meeting
06,14,2018 1. Adoption of the 2017 Business Report and
Financial Statements
2. Adoption of the Proposal for the Distribution
of 2017 Profits
Discussion
1. Amendment to the Rules of Shareholders’

55

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

56

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$ 2,000,000 682 682
2 NT$2,000,001 ~ NT$4,000,000 2,200 2,200
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

57

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 twoyears

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

58

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 2018 As of Apr. 11, 2019
Holding
Increase
(Decrease)
Pledged
Holding
Increase
(Decrease)
Holding
Increase
(Decrease)
Pledged
Holding
Increase
(Decrease)
Chairman/President Jonie Chou (183,333) 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

59

Supervisor Chin-Yang Chen 0 0 0 0
Supervisor Shin-Rong Shiah-Hou 0 0 0 0
Supervisor Jun-Yu Huang 0 0 0 0
V.President Lillian Yeh (183,333) 0 0 0
Factory Director Louis Chen(note) 0 0 0 0
Factory Director T.C. Wu 0 0 0 0
Factory V. Director Daniel Yeh 0 0 0 0
Director Hermione Tsai 0 0 0 0
Director C.S. Chiang 0 0 0 0
CFO Kevin Kuo 0 0 0 0
Director Frankie Chen 0 0 0 0
Special Assistant Henry Gong 0 0 0 0
R&D thief Winston Lee 0 0 0 0
Director Eldon Chang(note) 0 0 0 0
Special Assistant Lisa Shen(note) 0 0 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 2018.11.08 Ya Shang Chou
Parents/son
183,333
Lillian Yeh
Gift
2018.11.08 Pin Jun Chou Parents/daughter 183,333

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 04/11/2019

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 7,565,702 7.70 5,611,236 5.71 - - Lillian Yeh
Pin Jun Chou
Ya Shang Chou
Bai Jun Yeh

Wife
Daughter
son
wife’s sister
Jinghong
invest. Co.
Ltd.
7,079,048 7.21 - - - - - -
Ching Kuo 5,641,000 5.74
Lillian Yeh 5,611,236 5.71 7,565,702 7.70 - - Jonie Chou Husband

60

Pin Jun Chou
Ya Shang
Chou
Bai Jun Yeh
Daughter
son
sister
Ya Shang
Chou
4,623,929 4.71 - - - - Jonie Chou
Lillian Yeh
Pin Jun Chou
Father
Mother
Sister
Pin Jun
Chou
4,318,930 4.40 - - - - Jonie Chou
Lillian Yeh
Ya Shang
Chou
Father
Mother
Brother
FuCheng
invest.
Co.Ltd
4,100,214 4.17 - - - - - -
She yang
Lee
3,554,953 3.62 - - - - - -
Bai Jun
Yeh
3,110,271 3.17 - - - - Jonie Chou
Lillian Yeh
Sister’s husband
Sister
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 570
30%
570
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%
PERFECT SKY INT’L
LTD.
10
100%
10
100%

61

DONGGUAN FU JU
ELECTRIC CO.,LTD
Capital
100%
capital
100%
DONGGUAN KANG
CHI TRADING LTD.
Capital
100%
capital
100%

2018.12.31

62

IV. Capital Overview

4.1 Capital and Shares

4.1.1 Source of Capital

A. Issued Shares

As of 04/30/2015(NTD)

Month/
Year
Par
Value
(NT$)
Authorized Capital Authorized Capital Paid-in Capital Paid-in Capital Remark Remark
Shares Amount
(NT$ 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

63

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

2019.4.11

B. Type of Stock
B. Type of Stock
2019.4.11 2019.4.11
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
Item Government
Agencies
Financial
Institutions
Other
Juridical
Persons
Domestic
Natural
Persons
Foreign
Institutions &
Natural Persons
Total
Number of
Shareholders
0
1
16 10 3,782 3,809
Shareholding
(shares)
0
77,000
11,692,384 1,779,825 84,675,241 98,224,450

64

Percentage 0.00% 0.08% 11.90% 1.81% 86.21% 100.00%

4.1.3 Shareholding Distribution Status

A. Common Share

A. Common Share
As of04/11/2019
Class of Shareholding
(Unit: Share)
Number of
Shareholders
Shareholding (Shares) Percentage
1 ~ 999 817 147,929 0.15%
1,000 ~ 5,000 2,045 4,484,346 4.58%
5,001 ~ 10,000 402 3,275,273 3.33%
10,001 ~ 15,000 151 1,956,888 1.99%
15,001 ~ 20,000 94 1,731,660 1.76%
20,001 ~ 30,000 98 2,512,634 2.56%
30,001 ~ 40,000 36 1,275,144 1.30%
40,001 ~ 50,000 23 1,063,326 1.08%
50,001 ~ 100,000 55 3,691,339 3.76%
100,001 ~ 200,000 40 5,373,279 5.47%
200,001 ~ 400,000 19 5,245,158 5.34%
400,001 ~ 600,000 1 590,449 0.60%
600,001 ~ 800,000 7 4,794,465 4.88%
800,001 ~ 1,000,000 2 1,800,704 1.83%
1,000,001 or over 19 60,281,856 61.37%
Total 3,809 98,224,450 100.00%

Note: NTD 10/share

4.1.4 List of Major Shareholders

As of04/11/2019 As of04/11/2019
Shareholder's Name Shareholding
Shares Percentage
Jonie Chou 7,565,702 7.70%
Jinghonginvest. Co., Ltd 7,079,048 7.21%
Ching Kuo 5,641,000 5.74%
Lillian Yeh 5,611,236 5.71%
Ya ShangChou 4,623,929 4.71%
Pin Jun Chou 4,318,930 4.40%
FuChenginvest. Co.,Ltd. 4,100,214 4.17%

65

SheyangLee 3,554,953 3.62%
Bai Jun Yeh 3,110,271 3.17%
KuoyingDai 1,956,076 1.99%

66

4.1.5 Market Price, Net Worth, Earnings, and Dividends per Share

Unit: NT$
Items 2017 2018 01/01/2019-04/11/2019
Market Price per Share
Highest Market Price 24.4 17.40 19.70
Lowest Market Price 12.55 11.15 13.60
Average Market Price 18.69 14.70 17.26
Net Worth per Share
Before Distribution 15.67 16.40 -
After Distribution 15.67 - -
Earnings per Share
Weighted Average Shares
(thousand shares)
98,932 98,224 -
Diluted Earnings Per Share 0.02 1.01 -
Adjusted Diluted Earnings Per Share 0.02 1.01 -
Dividends per Share
Cash Dividends - 0.57 -
Stock Dividends
 Dividends from Retained Earnings - - -
 Dividends from Capital Surplus - - -
Accumulated Undistributed Dividends - - -
Return on Investment
Price / Earnings Ratio (Note 1) 934.50 14.55
Price / Dividend Ratio (Note 2) 25.79
Cash Dividend Yield Rate (Note 3) 3.88

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;

67

  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 2018 profits was passed at the meeting of the Board of Directors. The proposal for a cash dividend of NT$ 0.57 and capital surplus distribution of NT$0.43 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 2018 Approved in Board of Directors Meeting

(1) Recommended Distribution of Employee Bonus and Directors’ and Supervisors’ Remuneration: (NT$ thousands) Employee Bonus – in Cash NTD 6,000,000 Directors' and Supervisors' Remuneration NTD 500,000 Total NTD 6,500,000

68

(2) Ratio of Recommended Employee Stock Bonus to Capitalization of Earnings: No

4.1.8 Buyback of Treasury Stock

As of 04/15/2017

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 5,000,000 shares 5,000,000 shares
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

69

Conversion methods Paid by cash

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

70

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 Total Sales
72.50%
14.09%
11.90%
1.51%
100.00%
Major Divisions Total Sales in Year 2018 (%) of Total Sales
Surge
Protector
for
IT
Peripherals
2,277,217 72.50%
Power Noise Filter for Audio
and Video Devices
442,532 14.09%
IoT and Smart Home Power
Safety Syster
373,664 11.90%
Others 47,327 1.51%
Total 3,140,740 100.00%

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

71

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 2018 2019(As of March 31)
Total Expenses(NT$ thousands) 146,133
31,835
Operation net income 3,140,740
590,449
% 4.65%
5.39%

72

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
2018 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
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

73

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

2017

2017
2018 2018
NTD % NTD %
America 2,086,225
72.98

2,409,561

76.72

74

Europe 0
0

170,494

5.43
Austria 27,095
0.95

19,359

0.62
Others 745,309
26.07

541,326

17.24
Total 2,858,629
100.00

3,140,740

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

75

The company is to provide a variety of electronic circuits, advanced, safe, professional 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 Unit: NT$ thousands Unit: NT$ thousands Unit: NT$ thousands
Item 2017 2018 2019(As of March 31)
Compa
ny
Name
Amount Percent Relati-
on
with
Issuer
Company
Name
Amount Percent Rela
-tion
with
Issu
er
Company
Name
Amount Percent Relati
-on
with
Issuer
1 A 174,707 10.33 A廠商 241,632 11.64 B廠商 40,164 10.01 none
Others 1,516,740 89.67 其他 1,834,44
3
88.36 其他 361,101 89.99 -
Net Total
Supplies
1,691,447 100.00 進貨淨額 2,076,07
5
100.00 進貨淨額 401,265 100.00

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
2019 (As of March 31)
Amount
Percent
Relation
with
Issuer
113,943
19.31
None
102,900
17.43
None
86,112
14.58
None
-
-
287,494
48.69
590,449
100.00
-
Unit: NT$ thousands
2019 (As of March 31)
Amount
Percent
Relation
with
Issuer
113,943
19.31
None
102,900
17.43
None
86,112
14.58
None
-
-
287,494
48.69
590,449
100.00
-
Unit: NT$ thousands
2019 (As of March 31)
Amount
Percent
Relation
with
Issuer
113,943
19.31
None
102,900
17.43
None
86,112
14.58
None
-
-
287,494
48.69
590,449
100.00
-
Item 2017 2018 2019 (As of March 31)
Company
Name
Amount Percent Relation
with
Issuer
Company
Name
Amount Percent Relation
with
Issuer
Company
Name
Amount Percent Relation
with
Issuer
1 A 480,662 16.81 None B 465,543 14.84 None B 113,943 19.31 None
2 C 326,735 11.43 None C 389,368 12.41 None C 102,900 17.43 None
3 - - - D 385,924 12.30 None A 86,112 14.58 None
4 - - - A 346,440 11.04 none - - -
others 2,051,232 71.76 others 1,550,465 49.42 others 287,494 48.69
Net Sales 2,858,629 100.00 - Net
Sales
3,140,740 100.00 - Net
Sales
590,449 100.00 -

Note: Major clients refer to those commanding 10%-plus share of annual order volume.

76

5.2.5 Production in the Last Two Years

Unit: NT$ thousands

Year
Output
Major Products
(or by department)
2017 2017 2017 2018 2018 2018
Capacity Quantity Amount Capacity Quantity Amount
Surge Protector for IT Peripherals
15,134

629
261,809 14,500 11,242 1,811,753
Power Noise Filter for Audio and
Video Devices

530
10,345 1,443,111
120
493 366,951
IoT and Smart Home Power
Safety System
1,773 930 278,342 1,695 1,265 325,982
Others 5 636 45,134
329
730 44,140
Total 17,442
12,540
2,028,396 16,644 13,730 2,548,826

5.2.6 Shipments and Sales in the Last Two Years

Unit: NT$ thousands

Year
Shipments
& Sales
Major Products
(or by departments)
2017 2017 2017 2017 2018 2018
Local Export Local Export
Quantity Amount Quantity Amount Quantity Amount Quantity
Amount
Surge Protector for IT Peripherals 1
30

12,128

2,151,512



13,384

2,277,217
Power Noise Filter for Audio and
Video Devices



621

344,586



439

442,532
IoT and Smart Home Power
Safety System


823

308,110



1243

373,664
Others

1,058

54,391



629

47,327
Total 1
30

14,630

2,858,599



15,695

3,140,740

77

5.3 Human Resources

5.3 Human Resources 5.3 Human Resources
Year 2017 2018 Data as of 11 Apr. 2019
Number of
Employees
Above the Section Manager class 58
46

46
Specialist 119
100

92
Total 177
146

138
Average Age 40.0
40.8

41.3
Average Years of Service 6.9
8.3

8.6
Education Ph.D. 0.56%
0.68%

0.72%
Masters 14.12% 11.64%
12.32%
Bachelor’s Degree 82.49% 85.63%
84.79%
Senior High School 2.82%
2.05%

2.17%
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 cleaned and recycled.

78

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 As of Mar.
31,2019
2014 2015 2016 2017 2018
Current assets 2,336,530
2,189,102

2,293,124

1,928,730
2,153,246
2,030,801
Property, Plant and
Equipment
395,412
345,629

250,356

241,079

225,610

237,109
Intangible assets _
_

_

_

_

_
Other assets 43,805
45,328

71,849

99,232

69,608

138,464
Total assets 2,755,747
2,580,059

2,615,329

2,269,041
2,448,464
2,406,374
Current
liabilities
Before
distribution

852,729

727,788

799,193
705,914 816,582 714,926

After
distribution


886,096

738,610

917,062
705,914 None
None
Non-current
liabilities
28,725
28,407

23,898

23,625
21,174 67,021
Total
liabilities
Before dis
tribution

881,454

756,195

823,091

729,549
837,756
781,947

After
distribution


914,821

767,017

940,960

729,549

None

None
Equity attributable
to shareholders of
the parent
1,894,293
1,823,864

1,792,238

1,539,492
1,610,708
1,624,427

79

Capital stock Capital stock 1,121,164
1,091,164

1,032,244

982,244

982,244

982,244
Capital surplus 331,318
315,964

291,152

276,981

276,981

276,981
Retained
earnings
Before dis
tribution

379,727

355,989

475,111
332,508 415,418 402,722
After
distribution


346,360

345,167

357,242
332,508
None

None
Other equity interest 77,471
76,134

(6,269)

(52,241)
(63,935)
-37,520
Treasury stock (15,387)
(15,387)

_

_

_

_
Non-controlling
interest
_
_

_

_

_

_
Total
equity
Before dis
tribution

1,894,293

1,823,864

1,792,238

1,539,492
1,610,708
1,624,427
After
distribution


1,860,926

1,813,042

1,674,369

1,539,492
None None

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,
2019
2014 2015 2016 2017 2018
Operatingrevenue 2,948,597 2,696,873 2,893,975 2,858,629 3,140,740 590,449
Grossprofit 473,899
453,858

549,463

468,439

475,019
92,501
Income from
operations
1,643
1,965

103,827

52,892

62,347
(6,440)
Non-operating income
and expenses
54,407
11,570

41,244

(38,740)

48,439
(6,528)
Income before tax 56,050
13,535

145,071

14,152

110,786
(12,968)
Net income(Loss) 41,349
9,359

129,903

2,365

99,160
(12,696)
Other comprehensive
income
(income aftertax)
62,749
(1,067)

(82,362)

(47,405)

(10,628)
26,415
Total comprehensive
income
104,098
8,292

47,541

(45,040)

88,532

13,719

80

Net income attributable
to shareholders of the
parent
-
-

-

-

-

-
Net income attributable
to non-controlling
interest
-
-

-

-

-

-
Comprehensive
income attributable to
Shareholders of the
parent
-
-

-

-

-

-
Comprehensive
income attributable to
non-controllinginterest
-
-

-

-

-

-
Earningsper share 0.37
0.08

1.22

0.02

1.01

(0.13)

6.1.3 Auditors’ Opinions from 2010 to 2014

Year AccountingFirm CPA Audit 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
2018 KPMG Hsu, Yu-Feng, Mei, Yuan-Chen Unqualified opinion

81

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.
31,2019
2014 2015 2016 2017 2018
Financial
structure (%)
Debt Ratio 31.76
29.31

31.47

32.15

34.22

32.49
Ratio of long-term capital to
property, plant and
equipment

486.33

535.91
725.42 648.39 723.32 713.36
Solvency (%) Current ratio 274.01
300.79
286.93 273.22 263.69 284.06

Quick ratio
218.18
243.71
232.78 224.68 208.20 217.62
Interest earned ratio (times) _ _ 48,358
27.00

_
_
Operating
performance
Accounts receivable turnover
(times)

4.47

3.49

3.87

3.59

3.82

3.32
Average collectionperiod 82
105

94

102

96

110
Inventory turnover (times) 6.95
6.50

7.31

8.31

9.05

5.36
Accounts payable turnover
(times)
5.16
4.69

5.26

5.2

5.74

4.66
Average days in sales 53
56

50

44

40

68
Property, plant and
equipment turnover (times)
7.34
7.28

9.71

11.63

13.46

10.21
Total assets turnover (times) 1.12
1.01

1.11

1.17

1.33

0.97
Profitability Return on total assets (%) 1.57
0.35

5.00

0.12

4.20

(0.50)
Return on stockholders'
equity (%)
2.25
0.50

7.18

0.14

6.30

(0.78)
Pre-tax income to paid-in
capital (%)
5.00
1.24

14.05

1.44

11.28

(1.32)
Profitratio (%) 1.40
0.35

4.49

0.08

3.16

(2.15)
Earnings per share (NT$) 0.37
0.08

1.22

0.02

1.01

(0.13)
Cash flow Cash flow ratio (%) (1.48)
19.32

30.9

(0.64)

22.34

8.39
Cash flow adequacy ratio
(%)
95.78
100.21
200.42
83.36

82.27

95.16
Cash reinvestment ratio (%) (0.47)
4.01

9.11

(5.16)

7.28

2.38
Leverage Operating leverage 284.56
223.93

5.11

9.76

9.54
(18.78)
Financial leverage 1.00
1.00

1.00

1.01

1.00

0.91
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 2018 years
compared to the year of 2017, the interest protection ratio has changed by more than

82

20% from the previous year

  1. Profitability in the indicators of the ratio: As the profit for the 2018 year decreased compared with the year 2017, 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 2018 decreased compared with the year 2017, 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 2018

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 2018, 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 25 , 2018

6.4 Financial Statements for the Years Ended December 31, 2018and 2017 and

Independent Auditors’ Report

Please refer P.64 of Chinese annual report.

83

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
2018 2017 Difference
Amount %
Current Assets 2,153,246
1,928,730

224,516

11.64%
Fixed Assets 225,610
241,079

-15,469

-6.42%
Other Assets 69,608
99,232

-29,624

-29.85%
Total Assets 2,448,464
2,269,041

179,423

7.91%
Current Liabilities 816,582
705,914

110,668

15.68%
Long-term Liabilities 21,174
23,635

-2,461

-10.41%
Total Liabilities 837,756
729,549

108,207

14.83%
Capital stock 982,244
982,244

0

0.00%
Capital surplus 276,981
276,981

0

0.00%
Retained Earnings 415,418
332,508

82,910

24.93%
Other Adjustments -63,935
-52,241

-11,694

22.38%
Total Stockholders' Equity
1,610,708

1,539,492

71,216

4.63%
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. This period is not caused by this situation
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

84

7.2 Analysis of Financial Performance

Unit: NT$ thousands

Year
Item
2018 2017 Difference Difference
Amount %
Gross Sales 3,153,189
2,868,592

284,597

9.92
Less: Sales Returns and Allowances 12,449
9,963

2,486

24.95
Net Sales 3,140,740
2,858,629

282,111

9.87
Cost of Sales 2,665,721
2,390,190

275,531

11.53
Gross Profit 475,019
468,439

6,580

1.40
OperatingExpenses 412,672
415,547

-2,875

-0.69
OperatingIncome 62,347
52,892

9,455

17.88
Non-operatingIncome and Gains 12,757
9,344

3,413

36.53
Non-operatingExpenses and Losses 38,148
-45,869

84,017

-183.17
Financial costs 0
-542

542

-100.00
The share of the profits and losses of
the affiliated enterprises recognized
by the equity method


-2,466

-1,673

-793

47.40
Non-operating income and
expenditure
48,439
-38,740
87,179 -225.04
Profit before tax 110,786
14,152

96,634

682.83
Tax 11,626
11,787

-161

-1.37
Profit after tax 99,160
2,365

96,795

4,092.81
Analysis of changes in financial ratios:
1. Sales Returns and Allowances: Increase in sales during the period.
2.Non-operating Income and expenditure: Mainly due to increase in the current
exchange gains and losses.
3. Continued business unit pre-tax net profit: The increase in exchange gains and losses
resulted in a decrease in net profit before tax for continuing business units compared to
the same period last year.
4. To continue business unit net profit: Due to changes in business scale and product
structure and increase in exchange gains and losses, operating margin, net profit,
pre-tax net profit and net profit after tax increased simultaneously.

Effect of changes on the company’s future business: The Company’s business

scope has not changed significantly.

  • Future response actions: Not applicable.

85

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
706
290

280
716 - -
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 290 million.
(2) Investment activities: The capital expenditure of the fixed assets to be purchased in
the year of 2019 is NTD 60 million. The estimated net cash outflow from investment activities
is estimated at NTD 30 million.
(3) financing activities: repayment of loans, etc., is expected throughout the year from the
financial activities of net cash outflow estimated NTD 30 million .

7.3.2 Remedy for Cash Deficit and Liquidity Analysis

Year
Item
2018 2017 Variance (%)
Cash Flow Ratio (%) 22.34%
-0.64%

-3,598.21
Cash Flow AdequacyRatio (%) 82.31%
83.36%

-1.26
Cash Reinvestment Ratio (%) 7.28%
-5.16%

-240.88
Analysis of financial ratio change: None.

86

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.

87

1

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.

88

1

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.

89

1

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.

90

1

Stock Code:3296

Attachment

POWERTECH INDUSTRIAL CO., LTD. AND SUBSIDIARIES

Consolidated Financial Statements

With Independent AuditorsReport For the Years Ended December 31, 2018 and 2017

Address: 10F, No. 407, Sec. 2, Chung Shan Rd., Zhonghe District, New Taipei City, Taiwan, R.O.C.

Telephone: (02)8221-5588

91

2

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
9~16
16~31
31~32
32~56
56
56
56
56
56
56~57
58~59
59
60
61~62

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, 2018 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 by the Financial Supervisory Commission, "Consolidated 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 Subsidiaries do not prepare a separate set of combined financial statements.

Company name: POWERTECH INDUSTRIAL CO., LTD. Chairman: ZHOU YI XIONG Date: March 22, 2019

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, 2018 and 2017, the consolidated statements of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the years then ended, 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, 2018 and 2017, and its consolidated financial performance and its consolidated cash flows for the year ended 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(n) for accounting polices of revenue recognition and Note 6(m) for the detailed information of revenue.

Explanation to key audit matter:

Operating revenue of the Group is the major objective which the management was to evaluate the Group's financial performance, and is highly noticed by investors. Therefore, the revenue recognition was considered to be one of the key audit matters in our audit.

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 variance analysis on operating income from each 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 income has been appropriately recognized.

  • Subsequent measurements of inventories

Please refer to Note 4(h) for accounting polices of inventories and Note 6(e) 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 industry 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, 2018 and 2017, on which we have issued an unmodified 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.

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.

4-2

Those charged with governance 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 auditors’ 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.

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.

4-3

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 22, 2019

Notes to Readers

The accompanying consolidated financial statements are intended only to present the consolidated financial statements of financial position, financial performance and its cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally accepted and applied in the Republic of China.

The independent auditors’ report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’ report and consolidated financial statements, the Chinese version shall prevail.

5

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) POWERTECH INDUSTRIAL CO., LTD. AND SUBSIDIARIES

Consolidated Statements of Financial Position

December 31, 2018 and 2017

(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(note 6(b))
1150
Notes receivable, net (notes 6(d) and 6(m))
1170
Accounts receivable, net (notes 6(d) and 6(m))
1200
Other receivables, net
130X
Inventories (note 6(e))
1410
Prepayments(note 6(f))
1476
Other current financial assets
1479
Other current assets, others
Total current assets
Non-current assets:
1543
Non-current financial assets at cost, net (note 6(c))
1550
Investments accounted for using equity method, net (note 6(g))
1600
Property, plant, and equipment (note 6(h))
1840
Deferred tax assets (note 6(j))
1915
Prepayments for business facilities
1920
Guarantee deposits paid
1990
Other non-current assets, others
Total non-current assets
Total assets
December 31, 2018
Amount
%
$ 816,089
33
60,270
3
1,899 -
808,039
33
12,772
1
349,602
14
98,645
4
440 -
5,490
-
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, 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
Amount
705,350
20,931
1,182
821,807
8,681
257,995
107,954
603
4,227

2,153,246
88

1,928,730


85

-
-
13,491
1
225,610
9
12,078
1
36,323
1
3,582 -
4,134
-

42,408
8,008
241,079
8,144
32,784
756
7,132


2
-

11
-

2
-

-

295,218
12

340,311


15
$
2,448,464
100
2,269,041
100

See accompanying notes to financial statements.

5

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) POWERTECH INDUSTRIAL CO., LTD. AND SUBSIDIARIES

Consolidated Statements of Financial Position

December 31, 2018 and 2017

(Expressed in Thousands of New Taiwan Dollars)

Liabilities and Equity
Current liabilities:
2120
Current financial liabilities at fair value thorugh profit or loss (note 6(b))
2170
Accounts payable
2200
Other payables
2230
Current tax liabilities
2130
Contract liability (note 6(m))
2310
Advance receipts
2399
Other current liabilities, others (note 7)
Total current liabilities
Non-Current liabilities:
2640
Net defined benefit liability, non-current (note 6(i))
Total non-current liabilities
Total liabilities
Equity attributable to owners of parent(note 6(k)):
3100
Capital stock
3200
Capital surplus
Retained earnings:
3310
Legal reserve
3320
Special reserve
3350
Unappropriated retained earnings (accumulated deficit)

Other equity:
3410
Exchange differences on translation of foreign financial statements
Total equity
Total liabilities and stockholders' equity
December 31, 2018 December 31, 2018 December 31, 2018
Amount % Amount


816,582
33
705,914
31


21,174
1
23,635
1


21,174
1
23,635
1


837,756
34
729,549
32


982,244
40
982,244
43


276,981
11
276,981
12


312,453
13
312,216
14
24,911
1
24,911
1
78,054
3
(4,619)
-


415,418
17
332,508
15


(63,935)
(2)
(52,241)
(2)




1,610,708
66
1,539,492
68


$
2,448,464
100
2,269,041
100

See accompanying notes to financial statements.

6

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) POWERTECH INDUSTRIAL CO., LTD. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

For the years ended December 31, 2018 and 2017

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

4000
Operating revenue (notes 6(m)) and 6(n))
5000
Operating costs (notes 6(e), and 6(i))
Gross profit from operations
Operating expenses (notes 6(d), 6(i) and 6(o)):
6100
Selling expenses
6200
Administrative expenses
6300
Research and development expenses
6450
Expected credit loss (gain)
Total operating expenses
Operating profit
Non-operating income and expenses(notes 6(b), 6(g), 6(p) and 6(q)):
7010
Other income
7020
Other gains and losses, net
7050
Finance costs, net
7060
Share of loss of associates accounted for using equity method, net
Total non-operating income and expenses
Profit before income tax
7950
Less: income tax expenses (note 6(j))
Profit
8300
Other comprehensive income:
8310
Components of other comprehensive income that will not be
reclassified to profit or loss
8311
Gains (losses) on remeasurements of defined benefit plans (note 6(i))
8349
Income tax related to components of other comprehensive income that
will not be reclassified to profit or loss
8360
Items that may be reclassified subsequently to profit or loss (note
6(g) and 6(k))
8361
Exchange differences on translation of foreign operations
8370
Share of other comprehensive income of associates accounted for using
equity method
8399
Income tax related to components of other comprehensive income that
will be reclassified to profit or loss
Components of other comprehensive income that will be reclassified to
profit or loss
8300
Other comprehensive income, net
Total comprehensive income
Basic earnings per share(in New Taiwan Dollars) (note 6(l))
Diluted earnings per share(in New Taiwan Dollars)
2018 %
100
2017 %
100
Amount
$ 3,140,740
Amount
2,858,629

2,665,721
85
2,390,190
84

475,019
15
468,439
16

105,514
177,601
146,133
(16,576)
3
6
5
(1)

107,943
161,312
146,292
-
4
6
5
-

412,672

13
415,547 15

62,347
2
52,892
1


12,757
38,148
-
(2,466)
-
1
-
-

9,344
(45,869)
(542)
(1,673)
-
(2)
-
-

48,439
1
(38,740)
(2)

110,786
11,626
3
-

14,152
11,787

(1)
-

99,160
3
2,365
(1)

1,066
-
-
-

(1,433)
-

-
-
1,066 - (1,433) -

(12,301)
607
-
-
-
-

(45,283)
(689)
-
(2)
-
-
(11,694) - (45,972) (2)

(10,628)
-
(47,405)

(2)

$
88,532
3
(45,040)

(3)

$
1.01
0.02
$ 1.01 0.02

See accompanying notes to financial statements.

7

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) POWERTECH INDUSTRIAL CO., LTD. AND SUBSIDIARIES

Consolidated Statements of Changes in Equity

For the years ended December 31, 2018 and 2017

(Expressed in Thousands of New Taiwan Dollars)

Equity attributable to owners of parent attributable to owners of parent attributable to owners of parent
Retained earnings Exchange
differences on
translation of
Unappropriat Total foreign
Ordinary Capital Legal Special ed retained retained financial Treasury Total
shares surplus reserve reserve earnings earnings statements shares equity
Balance at January 1, 2017 $
1,032,244
291,152 299,226 18,643
157,242
475,111
(6,269)
- 1,792,238
Profit - - - - 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
Effects of retrospective application (note 3(a)(ii)) - - - - (17,316) (17,316)
-
- (17,316)
Equity at beginning of period after adjustments 982,244 276,981 312,216 24,911
(21,935)
315,192
(52,241)
- 1,522,176
Profit - - - - 99,160 99,160
-
- 99,160
Other comprehensive income - - - - 1,066 1,066
(11,694)
- (10,628)
Total comprehensive income - - - - 100,226 100,226
(11,694)
- 88,532
Appropriation and distribution of retained earnings:
Legal reserve appropriated - - 237 - (237) - - - -
Balance at December 31, 2018 $
982,244
276,981 312,453 24,911
78,054
415,418
(63,935)
- 1,610,708

See accompanying notes to financial statements.

8

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) POWERTECH INDUSTRIAL CO., LTD. AND SUBSIDIARIES

For the years ended December 31, 2018 and 2017

(Expressed in Thousands of New Taiwan Dollars)

Cash flows from (used in) operating activities:
Profit before tax
Adjustments:
Adjustments to reconcile profit (loss):
Depreciation expense
Amortization expense
Expected credit loss (gain) / Provision for bad debt expense
Net gain on financial assets or liabilities at fair value through profit or loss
Interest expense
Interest income
Dividend income
Share of loss of associates accounted for using equity method
Loss on disposal of property, plant, and equipment
Impairment loss on financial assets
Total adjustments to reconcile profit (loss)
Changes in operating assets and liabilities:
Decrease (increase) in financial assets at fair value through profit or loss
Decrease (increase) in notes receivable
Decrease (increase) in accounts receivable
Decrease (increase) in other receivable
Decrease (increase) in inventories
Decrease (increase) in prepayments
Decrease (increase) in other current assets
Total changes in operating assets
Increase (decrease) in financial liabilities held for trading
Increase (decrease) in contract liabilities
Increase (decrease) in accounts payable
Increase (decrease) in other payable
Increase (decrease) in receipts in advance
Increase (decrease) in other current liabilities
Increase (decrease) in net defined benefit liability
Total changes in operating liabilities
Total changes in operating assets and liabilities
Total adjustments
Cash inflow generated from operations
Interest received
Dividends received
Interest paid
Income taxes paid
Net cash flows from (used in) operating activities
Cash flows from (used in) investing activities:
Acquisition of financial assets at fair value through other comprehensive income
Acquisition of financial assets at cost
Acquisition of investments accounted for 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 business facilities
Net cash flows used in investing activities
Cash flows from (used in) financing activities:
Decrease in guarantee deposits received
Cash dividends paid
Payments to acquire treasury shares
Net cash flows used in financing activities
Effect of exchange rate changes on cash and cash equivalents
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
2018
$ 110,786
57,010
6,725
(16,576)
(10,086)
-
(11,989)
(768)
2,466
13
10,086
2017

14,152

69,282

3,920

2,297

(9,489)
542

(8,595)

(749)

1,673

133

9,489

36,881



68,503

3,069
(717)
13,028
(4,091)
(91,607)
9,309
(1,263)



(3,069)

4,820

(67,871)

7,740

80,234

(16,034)

3,308

(72,272)



9,128

13
54,407
56,994
30,717
(44,300)
8,733
(1,395)



-

-

(47,370)

(23,353)

(17,958)

2,994

(1,327)

105,169



(87,014)

32,897



(77,886)

69,778



(9,383)

180,564
12,152
768
-
(11,062)



4,769

8,268

749
(542)

(17,752)

182,422



(4,508)

-
-
(7,342)
(39,076)
326
(2,826)
(3,727)
(8,679)


(8,373)
(51,897)

(900)

(62,045)

134

123

(7,932)

17,757

(61,324)



(113,133)

-
-
-


(369)
(117,869)
(89,837)
-
(208,075)
(10,359)
110,739
705,350


(44,032)

(369,748)

1,075,098

$
816,089


705,350

See accompanying notes to financial statements.

9

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) POWERTECH INDUSTRIAL CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

For the years ended December 31, 2018 and 2017

(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 22, 2019.

(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, 2018.

New, Revised or Amended Standards and Interpretations
Amendment to IFRS 2“Clarifications of 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

(Continued)

10

POWERTECH INDUSTRIAL CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

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 15 “Revenue from Contracts with Customers”

IFRS 15 establishes a comprehensive framework for determining whether, how much and when revenue is recognized. It replaces the existing revenue recognition guidance, including IAS 18 “Revenue” and IAS 11 “Construction Contracts”. The Group applies this standard retrospectively with the cumulative effect, it need not restate those contracts, but instead, continues to apply IAS 11, IAS 18 and the related Interpretations for comparative reporting period. The Group recognizes the cumulative effect upon the initially application of this Standard as an adjustment to the opening balance of retained earnings on January 1, 2018.

The Group uses the practical expedients for completed contracts, which means it need not restate those contracts that have been completed on January 1, 2018.

The following are the nature and impacts on changing of accounting policies:

  • 1) Sales of goods

For the sale of products, revenue is currently recognized when the trade terms of contracts are made, 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.

  • 2) Impacts on financial statements

There are no significant impacts of adopting IFRS15 on the Group’s consolidated financial statements:

(ii) 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.

As a result of the adoption of IFRS 9, the Group adopted the consequential amendments to IAS 1 “Presentation of Financial Statements” which requires impairment of financial assets to be presented in a separate line item in the statement of profit or loss and OCI. Previously, the Group’s approach was to include the impairment of trade receivables in administrative expenses. Additionally, the Group adopted the consequential amendments to IFRS 7 Financial Instruments: Disclosures that are applied to disclosures about 2018 but generally have not been applied to comparative information.

(Continued)

11

POWERTECH INDUSTRIAL CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

The detail of new significant accounting policies and the nature and effect of the changes to previous accounting policies are set out below:

  • 1) Classification of financial assets and financial liabilities

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 classification of financial assets under IFRS 9 is generally based on the business model in which a financial asset is managed and its contractual cash flow characteristics. The standard eliminates the previous 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 asset in the scope of the standard are never bifurcated. Instead, the hybrid financial instrument as a whole is assessed for classification. For an explanation of how the Group classifies and measures financial assets and accounts for related gains and losses under IFRS 9, please see note 4(g) and note 6(b).

The adoption of IFRS 9 did not have any significant impact on its accounting policies on financial liabilities.

  • 2) Impairment of financial assets

IFRS 9 replaces the ‘incurred loss’ model in IAS 39 with the ‘expected credit loss’ (ECL) model. The new impairment model applies to financial assets measured at amortized cost, contract assets and debt investments at FVOCI, but not to investments in equity instruments. Under IFRS 9, credit losses are recognized earlier than they are under IAS 39 – please see note 4(g).

  • 3) Transition

The adoption of IFRS 9 have been applied retrospectively, except as described below,

  • ‧Differences in the carrying amounts of financial assets and financial liabilities resulting from the adoption of IFRS 9 are recognized in retained earnings and reserves as on January 1, 2018. Accordingly, the information presented for 2017 does not generally reflect the requirements of IFRS 9 and therefore is not comparable to the information presented for 2018 under IFRS 9.

  • ‧The following assessments have been made on the basis of the facts and circumstances that existed 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.

  • 4) Classification of financial assets on the date of initial application of IFRS 9

(Continued)

12

POWERTECH INDUSTRIAL CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

The following table shows the original measurement categories under IAS 39 and the new measurement categories under IFRS 9 for each class of the Group’s financial assets as of January 1, 2018.

Financial Assets
Cash and equivalents
Derivative instruments
Equity instruments
Trade and other receivables,
net
Other financial assets
(Guarantee deposits paid)
IAS39 IFRS9 Carrying
Amount
705,350
20,931
42,408
814,354
756
Measurement categories Carrying
Amount
Measurement categories
Loans and receivables
Designated as at FVTPL
Financial assets measured at
cost- non current (note 1)
Loans and receivables (note 2)
Loans and receivables
705,350 Amortized cost
20,931 Mandatorily at FVTPL
42,408 Mandatorily at FVTPL
831,670 Amortized cost
756 Amortized cost
  • Note1: These equity securities (including financial assets measured at cost) represent investments that the Group intends to hold for the long term for strategic purposes. As permitted by IFRS 9, the Group has designated these investments at the date of initial application as measured at FVTPL.

  • Note2: Notes, trade and other receivables that were classified as loans and receivables under IAS 39 are now classified at amortized cost. An increase of $17,316 thousand in the allowance for impairment was recognized in opening retained earnings upon transition to IFRS 9 on January 1, 2018.

The following table reconciles the carrying amounts of financial assets under IAS 39 to the carrying amounts under IFRS 9 upon transition to IFRS 9 on 1 January, 2018.

Fair value through profit or loss
Beginning balance of FVTPL (IAS 39)
From financial assets measured at cost
Total
Fair value through other comprehensive income
Financial assets measured at cost
To FVTPL – required reclassification based on
classification criteria
Total
Amortized cost
Beginning balance of cash and cash equivalents,
trade and other receivables, and other financial
assets
Adjustments for allowance of impairment for
financial assets measured at amortized cost
Total
2017.12.31
IAS 39
Carrying
Amount
$ 20,931
-
Reclassifications
-
42,408
Remeasurements
-
-
2018.1.1
IFRS 9
Carrying
Amount
2018.1.1
Retained
earnings
-
-
2018.1.1
Other
equity
-
-
$
20,931

42,408
- 63,339 - -

$ 42,408
-

-
(42,408)
-
-
-
-
-
-
$
42,408

(42,408)
- - - -

$ 1,537,776
-

-
-
-
(17,316)
-
(17,316)
-
-
$
1,537,776
-
(17,316)
1,520,460
(17,316)
-

(Continued)

13

POWERTECH INDUSTRIAL CO., LTD. AND SUBSIDIARIES

Notes to the 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.

If the Group had contents above, the Group would present a reconciliation between the opening and closing balances for liabilities with changes arising from financing activities. However, the Group is not applied to the amendments above.

  • (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.

  • (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, 2019 in accordance with Ruling No. 1070324857 issued by the FSC on July 17, 2018:

New, Revised or Amended Standards and Interpretations
IFRS 16“Leases”
IFRIC 23“Uncertainty over Income Tax Treatments”
Amendments to IFRS 9“Prepayment features with negative compensation”
Amendments to IAS 19“Plan Amendment, Curtailment or Settlement”
Amendments to IAS 28“Long-term interests in associates and joint ventures”
Annual Improvements to IFRS Standards 2015–2017 Cycle
Effective date
per IASB
January 1, 2019
January 1, 2019
January 1, 2019
January 1, 2019
January 1, 2019
January 1, 2019

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 16“Leases”

IFRS 16 replaces the existing leases guidance, including IAS 17 Leases, IFRIC 4 Determining whether an Arrangement contains a Lease, SIC-15 Operating Leases – Incentives and SIC-27 Evaluating the Substance of Transactions Involving the Legal Form of a Lease.

IFRS 16 introduces a single and an on-balance sheet lease accounting model for lessees. A lessee recognizes a right-of-use asset representing its right to use the underlying asset and a lease liability representing its obligation to make lease payments. In addition, the nature of expenses related to those leases will now be changed since IFRS 16 replaces the straight-line operating lease expense with a depreciation charge for right-of-use assets and interest expense on lease liabilities. There are recognition exemptions for short-term leases and leases of low-value items. The lessor accounting remains similar to the current standard – i.e. the lessors will continue to classify leases as finance or operating leases.

(Continued)

14

POWERTECH INDUSTRIAL CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • 1) Determining whether an arrangement contains a lease

On transition to IFRS 16, the Group can choose to apply either of the following:

  • ‧ IFRS 16 definition of a lease to all its contracts; or

  • ‧ a practical expedient that does not need any reassessment whether a contract is, or contains, a lease.

The Group plans to apply the practical expedient to grandfather the definition of a lease upon transition. This means that it will apply IFRS 16 to all contracts entered into before January 1, 2019 and identified as leases in accordance with IAS 17 and IFRIC 4.

  • 2) Transition

As a lessee, the Group can apply the standard using either of the following:

  • ‧ retrospective approach; or

  • ‧ modified retrospective approach with optional practical expedients.

The lessee applies the election consistently to all of its leases.

On January 1, 2019, the Group plans to initially apply IFRS 16 using the modified retrospective approach. Therefore, the cumulative effect of adopting IFRS 16 will be recognized as an adjustment to the opening balance of retained earnings at January 1, 2019, with no restatement of comparative information.

When applying the modified retrospective approach to leases previously classified as operating leases under IAS 17, the lessee can elect, on a lease-by-lease basis, whether to apply a number of practical expedients on transition. The Group chooses to elect the following practical expedients:

  • ‧ apply a single discount rate to a portfolio of leases with similar characteristics.

  • ‧ adjust the right-of-use assets, based on the amount reflected in IAS 37 onerous contract provision, immediately before the date of initial application, as an alternative to an impairment review.

  • ‧ apply the exemption not to recognize the right-of-use assets and liabilities to leases with lease term that ends within 12 months of the date of initial application.

  • ‧ exclude the initial direct costs from measuring the right-of-use assets at the date of initial application.

  • ‧ use hindsight when determining the lease term if the contract contains options to extend or terminate the lease.

(Continued)

15

POWERTECH INDUSTRIAL CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

  • 3) So far, the most significant impact identified is that the Group will have to recognize the new assets and liabilities for its operating leases of offices, warehouses, and factory facilities.The Group estimated that the right of use assets and the lease liabilities to increase both by $83,847 thousand on January 1, 2019. Besides, The Group does not expect the adoption of IFRS 16 to have any impact on its ability to comply with the revised maximum leverage threshold loan covenant.

  • (ii) IFRIC 23 Uncertainty over Income Tax Treatments

In assessing whether and how an uncertain tax treatment affects the determination of taxable profit (tax loss), tax bases, unused tax losses, unused tax credits, as well as 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, as well as 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 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 International Accounting Standards Board (IASB), but have yet to be endorsed by the FSC:

Board (IASB), but have yet to be endorsed by the FSC:
New, Revised or Amended Standards and Interpretations
Amendments to IFRS 3“Definition of a Business”
Amendments to IFRS 10 and IAS 28“Sale or Contribution of Assets Between
an Investor and Its Associate or Joint Venture”
IFRS 17“Insurance Contracts”
Amendments to IAS 1 and IAS 8“Definition of Material”
Effective date
per IASB
January 1, 2020
Effective date to
be determined
by IASB
January 1, 2021
January 1, 2020

(Continued)

16

POWERTECH INDUSTRIAL CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

Those which may be relevant to the Group are set out below:

Issuance / Release
Dates
October 31, 2018
Standards or
Interpretations
Amendments to IAS 1 and IAS
8“Definition of Material”
Content of amendment
The amendments clarify the definition of
material and how it should be applied by
including in the definition guidance that until
now has featured elsewhere in IFRS
Standards. In addition, the explanations
accompanying the definition have been
improved. Finally, the amendments ensure
that the definition of material is consistent
across all IFRS Standards.

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 accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language consolidated financial statements, the Chinese version shall prevail.

The significant accounting policies presented in the consolidated financial statements are summarized as follows. Except for those specifically indicated in note 3, notes 4(g) and 4(n), 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

Except for the following significant accounts, the consolidated financial statements have been prepared on a historical cost basis:

  • 1) Financial instruments measured at fair value through profit or loss are measured at fair value;

  • 2) The defined benefit liability (asset) is recognized as the fair value of the plan assets less the present value of the defined benefit obligation and the effect of the asset ceiling mentioned in note 4(o).

(Continued)

17

POWERTECH INDUSTRIAL CO., LTD. AND 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

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.

Subsidiaries' financial reports have been adjusted so that their accounting policies are consistent with the Group's.

Changes in the Group’s ownership interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions.

  • (i) List of subsidiaries included in the consolidated financial statements:
Name of
investor
The Company

The Company

The Company

The Company

DIGITAL

DIGITAL

BEST
Name of subsidiary
DIGITAL WORLD INC.
(DIGITAL)
OPPORTUNIST INTL
CO., LTD.
(OPPORTUNIST)
HURRAY CLOUD
TECHNOLOGY CO.,
LTD (HURRAY CLOUD
TECHNOLOGY)
DE YAN
MANAGEMENT
CONSULTING CO.,
LTD (DE YAN
MANAGEMENT)
BEST WISDOM
LIMITED (BEST)
TREASURE LUCK
LTD. (TREASURE)
SURGELION INTL
LTD. (SURGELION)
Principal activity
Investing company
Investing company
Trading and leasing
company
Management consulting
Investing company
Trading company
Investing company
Shareholding Shareholding
December
31, 2018
100%
100%
100%
100%
100%
100%
100%
December
31, 2017

100%

100%

100%

100%

100%

100%

100%

(Continued)

18

POWERTECH INDUSTRIAL CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

Name of
investor
SURGELION

OPPORTUNIST
OPPORTUNIST
TOTAL

DONGGUAN
QUAN SHENG
Name of subsidiary
DONGGUAN QUAN
SHENG ELECTRIC
CO., LTD.
(DONGGUAN QUAN
SHENG)
TOTAL PLUS INTL
LTD. (TOTAL)
PERFECT SKY INTL
CO., LTD. (PERFECT))
DONGGUAN FU JU
ELECTRIC CO., LTD.
(DONGGUAN FU JU)
DONGGUAN
KANGCHI TRADING
LTD. (DONGGUAN
KANGCHI)
Principal activity
Manufacture and sales
of power outlets, wire,
cable and power cord,
and providing
after-sales service
Investing company
Trading company
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, 2018
100%
100%
100%
100%
100%
December
31, 2017

100%

100%

100%

100%

100%
  • (ii) Subsidiaries excluded from the consolidated financial statements: None.

  • (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:

  • 1) Non-monetary equity investment of fair value through other comprehensive income;

  • 2) Qualifying cash flow hedges to the extent that the hedge is effective.

(Continued)

19

POWERTECH INDUSTRIAL CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(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.

  • (e) Classification of current and non current assets and liabilities

An asset is classified as current under one of the following criteria, and all other assets are classified as noncurrent.

  • (i) It is expected to be realized, or intended to be sold or consumed, in the normal operating cycle;

  • (ii) It is held primarily for the purpose of trading;

  • (iii) It is expected to be realized within twelve months after the reporting period; or

  • (iv) The asset is cash or a cash equivalent (as defined in IAS 7) unless the asset is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.

A liability is classified as current under one of the following criteria, and all other liabilities are classified as noncurrent.

The Group shall classify a liability as current when:

  • (i) It is expected to be settled in the normal operating cycle;

  • (ii) It is held primarily for the purpose of trading;

  • (iii) It is due to be settled within twelve months after the reporting period; or

  • (iv) It does not have an unconditional right to defer settlement of the liability for at least twelve months after the reporting period. Terms of a liability that could, at the option of the counterparty, result in its settlement by issuing equity instruments do not affect its classification.

  • (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.

(Continued)

20

POWERTECH INDUSTRIAL CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

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

  • (i) Financial assets (applicable from January 1, 2018)

Financial assets are classified into the following categories: measured at amortized cost, and fair value through profit or loss (FVTPL).

The Group shall reclassify all affected financial assets only when it changes its business model for managing its financial assets.

  • 1) Financial assets measured at amortized cost

A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as at FVTPL:

  • ‧it is held within a business model whose objective is to hold assets to collect contractual cash flows; and

  • ‧its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

A financial asset measured at amortized cost is initially recognized at fair value, plus any directly attributable transaction costs. These assets are subsequently measured at amortized cost using the effective interest method. The amortized cost is reduced by impairment losses. Interest income, foreign exchange gains and losses, and impairment loss, are recognized in profit or loss. Any gain or loss on derecognition is recognized in profit or loss.

  • 2) Fair value through profit or loss (FVTPL)

All financial assets not classified as amortized cost or FVOCI described as above are measured at FVTPL, including derivative financial assets and accounts receivable (except for those presented as accounts receivable but measured at FVTPL). On initial recognition, the Group may irrevocably designate a financial asset, which meets the requirements to be measured at amortized cost or at FVOCI, as at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.

Financial assets in this category are measured at fair value at initial recognition. Attributable transaction costs are recognized in profit or loss as incurred. Subsequent changes that are measured at fair value, which take into account any dividend and interest income, are recognized in profit or loss.

(Continued)

21

POWERTECH INDUSTRIAL CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • 3) Impairment of financial assets

The Group recognizes loss allowances for expected credit losses on financial assets measured at amortized cost (including cash and cash equivalents, notes and accounts receivable, other receivable, guarantee deposit paid and other financial assets).

The Group measures loss allowances at an amount equal to lifetime expected credit loss (ECL), except for the following which are measured as 12-month ECL:

  • ‧debt securities that are determined to have low credit risk at the reporting date; and

  • ‧other debt securities and bank balances for which credit risk (i.e. the risk of default occurring over the expected life of the financial instrument) has not increased significantly since initial recognition.

Loss allowance for trade receivables and contract assets are always measured at an amount equal to lifetime ECL.

Lifetime ECLs are the ECLs that result from all possible default events over the expected life of a financial instrument.

12-month ECLs are the portion of ECLs that result from default events that are possible within the 12 month after the reporting date (or a shorter period if the expected life of the instrument is less than 12 months).

The maximum period considered when estimating ECLs is the maximum contractual period over which the Group is exposed to credit risk.

When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECL, the Group considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis based on the Group’ s historical experience and informed credit assessment as well as forward-looking information.

ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls (i.e the difference between the cash flows due to the Group in accordance with the contract and the cash flows that the Group expects to receive). ECLs are discounted at the effective interest rate of the financial asset.

At each reporting date, the Group assesses whether financial assets carried at amortized cost are credit-impaired. A financial asset is ‘credit-impaired’ when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred. Evidence that a financial assets is credit-impaired includes the following observable data:

  • ‧significant financial difficulty of the borrower or issuer;

  • ‧a breach of contract such as a default or being past due;

(Continued)

22

POWERTECH INDUSTRIAL CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

  • ‧the lender of the borrower, for economic or contractual reasons relating to the borrower's financial difficulty, having granted to the borrower a concession that the lender would not otherwise consider;

  • ‧it is probable that the borrower will enter bankruptcy or other financial reorganization; or

  • ‧the disappearance of an active market for a security because of financial difficulties.

Loss allowances for financial assets measured at amortized cost are deducted from the gross carrying amount of the assets.

The gross carrying amount of a financial asset is written off to the extent that there is no realistic prospect of recovery. This is generally the case when the Group determines that the debtor does not have assets or sources of income that could generate sufficient cash flows to repay the amounts subject to the write-off. However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Group’s procedures for recovery of amounts due.

  • 4) Derecognition of financial assets

Financial assets are derecognized when the contractual rights to the cash flows from the assets expire, or when the Group transfers substantially all the risks and rewards of ownership of the financial assets.

  • (ii) Financial assets (policy applicable before January 1, 2018)

Financial assets are classified into the following categories: financial assets at fair value through profit or loss and loans and receivables.

  • 1) Financial assets at fair value through profit or loss

Financial assets are classified as held for trading if they are acquired principally for the purpose of selling in the short term. Financial assets in this category are measured at fair value at initial recognition. Attributable transaction costs are recognized in profit or loss as incurred. Financial assets at fair value through profit or loss are measured at fair value, and changes therein are recognized in profit or loss. A regular way purchase or sale of financial assets is recognized and derecognized, as applicable, using trade date accounting.

  • 2) Loans and receivables

Loans and receivables are financial assets with fixed or determinable payments that are not quoted in an active market. 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 non-operating income and expenses.

(Continued)

23

POWERTECH INDUSTRIAL CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

3) Impairment of financial assets

Except for financial assets at fair value through profit or loss, financial assets are assessed for impairment at each reporting date. 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.

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 the 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 accounts receivable, 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. Changes in the amount of the allowance account are recognized in profit or loss.

Impairment losses and recoveries of accounts receivable are recognized in operating expenses.

4) Derecognition of financial assets

Financial assets are derecognized 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 recognized in non-operating income and expenses.

(Continued)

24

POWERTECH INDUSTRIAL CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

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.

  • (iii) 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 such on 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 other gains and losses and finance cost under non-operating income and expenses.

  • 2) Other financial liabilities

Financial liabilities not classified as held for trading or designated as at fair value through profit or loss, which comprise loans and borrowings, 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 is included in non-operating income or expenses.

  • 4) Offsetting of financial assets and liabilities

The Group presents 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.

  • (iv) Derivative financial instruments

Embedded derivatives are separated from the host contract and accounted for separately when the economic characteristics and risk of the host contract and the embedded derivatives are not closely related.

(Continued)

25

POWERTECH INDUSTRIAL CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(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.

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

(Continued)

25

POWERTECH INDUSTRIAL CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

accumulated impairment losses. Cost includes expenditure that is directly attributed to the

(Continued)

26

POWERTECH INDUSTRIAL CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

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.

(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 2~10 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

(Continued)

27

POWERTECH INDUSTRIAL CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

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.

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 inventories, 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) 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

(Continued)

28

POWERTECH INDUSTRIAL CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

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.

(n) Revenue

  • (i) Revenue from contracts with customers (applicable from January 1, 2018)

Revenue is measured based on the consideration to which the Group expects to be entitled in exchange for transferring goods or services to a customer. The Group recognizes revenue when it satisfies a performance obligation by transferring control of a good or a service to a customer. The accounting policies for the Group’s main types of revenue are explained below.

i) Sale of goods

The Group is 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 the sales to customers. The Group recognizes revenue when control of the products has transferred, being when the products are delivered to the customer, the customer has full discretion over the channel and price to sell the products, and there is no unfulfilled obligation that could affect the customer’s acceptance of the products. Delivery occurs when the products have been shipped to the specific location, the risks of obsolescence and loss have been transferred to the customer, and either the customer has accepted the products in accordance with the sales contract, the acceptance provisions have lapsed, or the Group has objective evidence that all criteria for acceptance have been satisfied.

A receivable is recognized when the goods are delivered as this is the point in time that the Group has a right to an amount of consideration that is unconditional.

ii) Financing components

The Group does not expect to have any contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year. As a consequence, the Group does not adjust any of the transaction prices for the time value of money.

  • (ii) Revenue (policy applicable before January 1, 2018)

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

(Continued)

29

POWERTECH INDUSTRIAL CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

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.

(o) 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.

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.

(Continued)

30

POWERTECH INDUSTRIAL CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(p) 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.

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.

(q) 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

(Continued)

31

POWERTECH INDUSTRIAL CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

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 Group s potentially dilutive ordinary shares comprise accrued employee bonuses and employee stock options.

(r) 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.

(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) Impairment of trade receivable

The Group has estimated the loss allowance of trade receivable that is based on the risk of a default occurring and the rate of expected credit loss. The Group has considered historical experience, current economic conditions and forward-looking information at the reporting date to determine the assumptions to be used in calculating the impairments and the selected inputs. The relevant assumptions and input values, please refer to note 6(d).

(b) 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 note 6(e) for further description on valuation of inventories.

The Group’s accounting policies include measuring financial and non-financial assets and liabilities

(Continued)

32

POWERTECH INDUSTRIAL CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

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.

For any transfer within the fair value hierarchy, the impact of the transfer is recognized on the reporting date. Please refer to Note 6(q) for assumptions used in measuring fair value.

(6) Explanation of significant accounts:

  • (a) Cash and cash equivalents
Cash and cash equivalents
Cash on hand
Demand deposits
Time deposits
Foreign currency deposits
Cash equivalents-Reverse Repurchase Agreement
December 31,
2018
$ 1,227
72,168
471,867
146,815
124,012
December 31,
2017

912

123,680

389,472

161,526

29,760

$
816,089



705,350

Please refer to note 6(q) for interest rate risk, and sensitivity analysis of the financial assets and liabilities of the Group.

  • (b) Financial instruments

  • (i) Financial assets at fair value through profit or loss- current

Forward exchange contracts
Stock options
Foreign unlisted shares
December 31,
2018
$ -
27,948
32,322
December 31,
2017
3,069

17,862

-

$
60,270


20,931

In order to enhance the relationship between the Group and the clients, the Group purchased

(Continued)

33

POWERTECH INDUSTRIAL CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

the stocks of one of its major sales clients, TRICKLESTAR LIMITED, from a non-related party, CIRCLEBRIGHT LIMITED. This investment includes three stock options.

As of December 31, 2018, all the call options are not executed and are invalid. In addition, this investment contains three reverse repos. The Group can demand CIRCLEBRIGHT LIMITED repurchase the stocks at initial price, if one of the agreements happen. Agreements 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 Group recognized the profit of stock options as FVTPVL at $10,086 thousand and the loss of foreign unlisted shares as impairment loss on financial assets at $10,086 thousand on December 31, 2018.

The Group received cash dividends from TRICKLESTAR LIMITED during 2018 and 2017 as $768 thousand and $749 thousand respectively.

Financial assets above are not pledged.

Please refer to note 6(q) for the aforementioned financial instruments’ exposure to credit risk, foreign currency risk, and interest rate risk.

  • (ii) Financial liabilities at fair value through profit or loss-current
Derivative instrument-Forward exchange contracts December 31,
2018
$
13
December 31,
2017

-

The Group uses derivative financial instruments to hedge foreign exchange risk and interest risk the Group is exposed to, arising from its operating, financing, and investing activities. As of December 31, 2018 and 2017, the Group held the following derivative financial instruments not designated as hedging instruments:

Forward exchange contracts:

Forward exchange
purchased
Forward exchange sold
December 31, 2018 December 31, 2018 December 31, 2018
Contract Amount
(in thousands)
Currency
Maturity Period
USD1,000/CNY30,736
USD to NTD
2019.01.04
December 31, 2017
Maturity Period
Contract Amount
(in thousands)
USD5,000/CNY33,471
Currency
USD to CNY
Maturity Period
2018.03.26~2018.05.14

For the years ended 2018 and 2017, the Group has recognized profit or loss on financial assets as $(859) thousand and $2,186 thousand respectively, which were recognized under other gains or losses.

(c) Financial assets at cost

(Continued)

34

POWERTECH INDUSTRIAL CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Financial assets at cost, non-current
Foreign unlisted shares
December 31,
2017
$
42,408

The Group reclassified the financial assets measured at cost to financial assets at FVTPL on December 31, 2018, as it does not have a quoted price in an active market and it's fair value can not be reliably measured.

The investments were accounted originally for Financial assets at cost as $51,897 thousand and Financial assets at FVTPL $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 gain of financial assets at FVTPL as $9,489 thousand and the impairment loss of Financial assets at cost at $9,489 thousand by option pricing on December 31, 2017.

Financial assets above are not pledged.

(d) Notes and accounts receivable, and other receivables

Notes receivable- operations
Accounts receivables- at amortized cost
Less: allowance for doubtful accounts
December 31,
2018
$ 1,899
814,629
(6,590)
December 31,
2017
1,182
827,660
(5,853)

$
809,938

822,989

The Group applies the simplified approach to provide for its expected credit losses, i.e. the use of lifetime expected loss provision for all receivables on December 31, 2018. To measure the expected credit losses, trade receivables have been grouped based on shared credit risk characteristics and the days past due, as well as incorporated forward looking information. The loss allowance provision as of December 31, 2018 was determined as follows:

Current
1 to 30 days past due
31 to 60 days past due
61 to 90 days past due
91 to 120 days past due
121 to 150 days past due
More than 180 days past due
Gross carrying
amount
$ 628,231
152,270
30,377
81
671
520
4,378
Weighted-ave
rage loss rate
Loss
allowance
provision
42
1,580
489
2
31
68
4,378

0.01%

1.04%

1.61%

2.67%

4.66%

13.02%

100%

$
816,528

6,590

As of December 31, 2017, the Group applied the incurred loss model to consider the loss allowance

(Continued)

35

POWERTECH INDUSTRIAL CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

provision of notes and trade receivable, and the aging analysis of notes and trade receivable, which were past due but not impaired, was as follows:

Past due 1 to 60 days
Past due 61 to 180 days
Past due 181 to 365 days
Past due over a year
December 31,
2017
177,826
105,512
250
1,157

284,745

The movement in the allowance for notes and trade receivable was as follows:

Balance on January 1, 2018 and 2017 per IAS 39
Adjustment on initial application of IFRS 9
Balance on January 1, 2018 per IFRS 9
Impairment losses recognized
Impairment losses reversed
Foreign exchange gains/(losses)
Balance on December 31, 2018 and 2017
2018

5,853
17,316
2017
Individually
assessed
impairment
Collectively
assessed
impairment

3,537
-


2,297
-

-
-

19
-
2017
Individually
assessed
impairment
Collectively
assessed
impairment

3,537
-


2,297
-

-
-

19
-
Individually
assessed
impairment

3,537


2,297

-

19

23,169
-
(16,576)
(3)

$
6,590

5,853
-

The Group entered into an accounts receivables factoring agreement without recourse with a financial institution. As of December 31, 2018 and 2017, the Group has submitted bank invoices amounting to $0 and $2,208 thousand respectively. The group still owns the risk and reward of accounts receivables. Therefore, the Group will not derecognize the accounts receivables.

(e) Inventories

Raw materials
Work in process
Finished goods
December 31,
2018
December 31,
2017

124,249

101,588

32,158
$ 132,802
128,190
88,610

$
349,602



257,995

As of December 31, 2018 and 2017, 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 2018 and 2017 were as follows:

(Continued)

35

2018 2017

POWERTECH INDUSTRIAL CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(Continued)

36

POWERTECH INDUSTRIAL CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

Cost of inventories sold
Loss on (Gain on reversal of) decline in market value
Gains on physical count, net
Total
(f)
Prepayment
Prepayment for purchase
Input tax and offset against Business tax payable
Other prepaid expense
$ 2,660,977
2,414,277
4,856
(23,289)
(112)
(798)


$
2,665,721
2,390,190

December 31,
2018


$
98,645
107,954
  • (g) Investments accounted for by using equity method

  • (i) A summary of the Group’s financial information for investments accounted for using the equity method at the reporting date is as follows:

Associates

December 31, December 31,
2018 2017
$
13,491
8,008

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
Attributable to the Group:
Loss from continuing operations
Other comprehensive (loss) income
Comprehensive income
December 31,
2018
December 31,
2017

8,008
$
13,491

2018
$ (2,466)
607


2017

(1,673)

(689)
$
(1,859)


(2,362)

In order to enhance the relationship between the Group and the clients, the Group has incorporated ZERNET LIMITED with CIRCLEBRIGHT LIMITED (The parent company of TRICKLESTAR LIMITED) in May of 2016. The share capital of ZERNET LIMITED is USD1,000 thousand. The Group invested USD300 thousand, with 30% ownership.

ZERNET LIMITED had approved the capital increase by cash in shareholders' meeting in November of 2017. It issued common stocks of USD100 thousand. The Group purchased USD USD30 thousand proportionally in December of 2017.

(Continued)

36

POWERTECH INDUSTRIAL CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

ZERNET LIMITED had approved the capital increase by cash in shareholders' meeting in

(Continued)

37

POWERTECH INDUSTRIAL CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

March of 2018. It issued common stocks of USD800 thousand and executed the capital increase as USD400 thousand in July and October of 2018, respectively. The Group purchased USD120 thousand proportionally in July and December of 2018, respectively.

(h) Property, plant and equipment

The cost and depreciation of the property, plant and equipment of the Group for the years ended December 31, 2018 and 2017, were as follows:

Cost:
Balance on January 1, 2018
Additions
Disposals
Reclassification
Effect of movements in exchange
rates
Balance on December 31, 2018
Balance on January 1, 2017
Additions
Disposals
Reclassification
Effect of movements in exchange
rates
Balance on December 31, 2017
Accumulated depreciation:
Balance on January 1, 2018
Depreciation
Disposals
Effect of movements in exchange
rates
Balance on December 31, 2018
Balance on January 1, 2017
Depreciation
Disposals
Effect of movements in exchange
Balance on December 31, 2017
Carrying amounts:
Balance on December 31, 2018
Balance on January 1, 2017
Balance on December 31, 2017
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
-
(47)
-
-

60,993
150

(54)
-
(322)

5,276

646

(629)
-

(85)

71,010

6,249

(331)
585

(313)

546,406

30,235

(4,716)

5,140

(11,417)

254,536

1,299

(5,276)

-

(5,111)

48,638

269

(296)
-

(973)

586

228

-
(585)

(5)

1,122,907

39,076
(11,349)

5,140

(18,226)
$
85,701
49,714
60,767 5,208 77,200 565,648 245,448 47,638 224 1,137,548


$ 85,701
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


$ -
22,904
-
902
-
(47)
-
-


57,743

1,173

(51)
(303)


4,663

401

(597)

(78)


67,893

5,157

(316)

(263)


469,949

38,221

(4,703)

(9,881)


213,026

10,038

(5,016)

(4,434)


45,650

1,118

(280)

(931)

-

-

-

-

881,828
57,010
(11,010)
(15,890)
$
-
23,759
58,562 4,389 72,471 493,586 213,614 45,557 - 911,938

$ -
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

$
85,701
25,955

2,205

819

4,729

72,062

31,834

2,081
224
225,610


$
85,701
27,766

3,601
1,070
3,651

70,922

53,247

4,398
-
250,356


$
85,701
26,857

3,250

613

3,117

76,457

41,510

2,988
586
241,079

As of December 31, 2018 and 2017 the previously mentioned property, plant and equipment were not pledged as collateral. Please refer to note 6(p) for the information on losses from disposal.

(i) Employee benefits

(i) Defined benefit plans

Reconciliation of defined benefit obligation at present value and plan asset at fair value are as follows:

December 31, December 31,
2018 2017

(Continued)

38

POWERTECH INDUSTRIAL CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

Present value of defined benefit obligations
Fair value of plan assets
Recognized liabilities for defined benefit obligations
$ 35,366
41,080
(14,192)
(17,445)


$
21,174
23,635

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 $14,192 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.

2) Movements in present value of defined benefit obligations

The movements in present value of the defined benefit obligations for the Group, for the years ended December 31, 2018 and 2017, were as follows:

Defined benefit obligations at January 1
Current service costs and interest
Remeasurement losses (gains)
-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 obligation at December 31
2018
$ 41,080
440
(1,190)
191
465
(5,620)
2017

40,495

486

640

434

323

(1,298)

$
35,366


41,080
  • 3) Movements of defined benefit plan assets

The movements in the present value of the defined benefit plan assets for the Group, for the years ended December 31, 2018 and 2017, were as follows:

2018 2017

(Continued)

38

POWERTECH INDUSTRIAL CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Fair value of plan assets, January 1 $ 17,445 16,966

(Continued)

39

POWERTECH INDUSTRIAL CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

Interest income
Remeasurement losses (gains):
-Return on plan assets excluding interest
income
Contributions' made
Paid defined benefit plan assets
Fair value of plan assets, December 31
187
203
532
(35)
1,648
1,609
(5,620)
(1,298)


$
14,192
17,445
  • 4) Movements of the effect of the asset ceiling

As of December 31, 2018 and 2017, the effect of limiting net defined benefit assets to the asset ceiling was as follows:

Remeasurement losses (gains)
-changes in the effect of limiting a net
defined benefit asset to the asset
ceiling
The effect of the asset ceiling on December 31
2018
$ 1,066
2017

(1,433)
$
1,066
(1,433)
  • 5) Expenses recognized in profit or loss

The expenses recognized in profit or loss for the Group, for the years ended December 31, 2018 and 2017, were as follows:

Net interest of net liabilities for defined benefit
obligations
2018
$
253
2017
282
  • 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, 2018 and 2017, were as follows:

Accumulated amount at January 1
Recognized during the period
Accumulated amount at December 31
2018
$ (2,773)
1,066
2017
(1,340)
(1,433)

$
(1,707)

(2,773)
  • 7) Actuarial assumptions

The following are the key actuarial assumptions at the reporting date:

(Continued)

39

2017

POWERTECH INDUSTRIAL CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

2018

(Continued)

40

POWERTECH INDUSTRIAL CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Discount rate at December 31, 0.85% 1.07%
Future salary increase rate 1.00% 1.00%

The Group expects to make contributions of $1,648 to the defined benefit plans for the one-year periods after the reporting date of 2018.

The weighted-average duration of the defined benefit plan is 6 years.

8) Sensitivity analysis for actuarial assumption

As of December 31, 2018 and 2017, 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, 2018
Discount rate
Future salary increase rate
December 31, 2017
Discount rate
Future salary increase rate
The effect of defined benefit
obligation
Increased 0.50
Decreased0.50
$ (1,043)
1,182
1,172
(1,046)
(1,215)
1,351
1,345
(1,222)
Increased 0.50
$ (1,043)
1,172
(1,215)
1,345

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 $38,856 thousand and

(Continued)

40

POWERTECH INDUSTRIAL CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

$39,806 thousand for the years ended December 31, 2018 and 2017, respectively. Payment was made to the Bureau of Labor Insurance and the local authorities of overseas subsidiaries of the

(Continued)

41

POWERTECH INDUSTRIAL CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Group.

(j) Income tax

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 corporate income tax return commencing FY 2018.

(i) Income tax expense

The components of income tax expense for the years ended December 31, 2018 and 2017, were as follows:

Current income tax expense
Currently incurred
Adjusted prior period
Deferred tax benefit
Origination and reversal of temporary differences
Adjustment in tax rate
Income tax expense from continuing operations
2018
$ 19,369
(3,809)
2017

9,151

(2,413)

(2,496)
(1,438)



5,049

-

$
11,626

11,787

Income tax calculated on pre-tax financial income was reconciled with income tax expense for the years ended December 31, 2018 and 2017, as follows:

Profit before income tax
Income tax using the Company’s domestic tax rate
Effects of tax rate in foreign jurisdiction
Investment (income)loss accounted for using equity
method
Over estimate of prior years income tax
Adjustment in tax rate
Others
Total
2018
$
110,786
2017
14,152

$ 22,157
(1,671)
(2,187)
(3,809)
(1,438)
(1,426)


2,406

(323)

11,077

(2,413)

-

1,040

$
11,626


11,787

(ii) Deferred income tax assets

  • 1) Unrecognized deferred tax assets

Deferred tax assets have not been recognized in respect of the following items:

December 31, December 31,
2018 2017

(Continued)

41

POWERTECH INDUSTRIAL CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

The carryforward of unused tax losses $ 4,376 -

(Continued)

42

POWERTECH INDUSTRIAL CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

  • 2) Recognized deferred tax assets and liabilities

Changes in the amount of deferred tax assets for the years ended December 31, 2018 and 2017, were as follows:

Deferred tax assets:

Balance, January 1, 2018
(Debit) credit to income statement
Adjustment in tax rate
Balance, December 31, 2018
Balance, January 1, 2017
(Debit) credit to income statement
Balance, December 31, 2017
Impairment of
doubtful accounts
Others
Total

3,512
8,144

2,130
2,496

620
1,438
$ 4,632

366
818
$
5,816


6,262
12,078

$ 4,497

135




3,261
7,758

251
386

$
4,632

3,512
8,144

The R.O.C. Income Tax Act allows net losses, as assessed by the tax authorities, to offset taxable income over a period of ten years for local tax reporting purposes.

Deferred tax assets have not been recognized in respect of these items because it is not probable that future taxable profit will be available against which the Group can utilize the benefits therefrom.

As of December 31, 2018 the information of the Group’s unused tax losses for which no deferred tax assets were recognized are as follows:

Years of loss
2018(estimated)
Unused tax loss
$
4,376
Expiry date
2028
  • (iii) Examination and assessment of tax return

The tax returns of the Company have been examined and approved by the tax authority for the years through 2016.

HURRAY CLOUD TECHNOLOGY and DE YAN MANAGEMENT was incorporated on January 10, 2018 and January 30, 2018, respectively, so there were no examination results yet.

(k) Capital and other equity

  • (i) Common stock

As of December 31, 2018 and 2017, 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 both 98,224 thousand ordinary shares. All issued shares were paid up upon issuance.

(Continued)

43

POWERTECH INDUSTRIAL CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(ii) Capital surplus

The balances of capital surplus as of December 31, 2018 and 2017, were as follows:

Additional paid-in capital
Employee share options-acquisition of treasury shares
December 31,
2018
$ 245,438
31,543
December 31,
2017

245,438

31,543

$
276,981


276,981

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.

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

(Continued)

43

POWERTECH INDUSTRIAL CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

No. 1010012865 issued by the FSC on April 6, 2012, an increase in retained earnings due to

(Continued)

44

POWERTECH INDUSTRIAL CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

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, 2018 and 2017, the carrying amount of special earnings reserve were both $24,911 thousand.

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 2017 and 2016 were decided via the general meeting of shareholders held on June 14, 2018 and June 14, 2017 respectively. The relevant dividend distributions to shareholders were as follows:

Dividends distributed to
ordinary shareholders
Cash dividends
2017 2017 Dividend
per share
(dollars)
1.20
2016
Dividend per
share
(dollars)
Amount Amount
117,869
$
-
$
-

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

On January 23, 2017, in order to maintain the Company’s credit and shareholders' equity, according to the resolution approved during the shareholders' 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 face value and additional paid-in capital is reversed as Capital surplus-Treasury stocks (NTD1,987 thousand) and Capital surplus-Additional paid-In Capital-Common Stock (NTD12,184 thousand). The insufficient balance was debited to Retained earnings (NTD25,666 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

(Continued)

44

POWERTECH INDUSTRIAL CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

retained earnings plus premium on capital stock plus realized capital reserve. As of

(Continued)

45

POWERTECH INDUSTRIAL CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2018, 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, 2018
Exchange differences on translation of net assets of foreign
operations
Exchange differences on associates accounted for using equity
method
Balance at December 31, 2018
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
$ (52,241)
(12,301)
607
$
(63,935)

Exchange
differences on
translation of
foreign financial
statements
$ (6,269)
(45,283)
(689)

$
(52,241)
  • (l) 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 dollars)
2018
$
99,160
2017
2,365

98,224

98,932

$
1.01

0.02

(ii) Diluted earnings per share

(Continued)

46

POWERTECH INDUSTRIAL CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

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 dollars)
2018
$
99,160
2017
2,365

98,224
408


98,932

6
98,632 98,938

$
1.01

0.02
  • (m) Revenue from contracts with clients

Details of revenue for the years ended 2018 are as follows:

(i) Disaggregation of revenue

Primary geographical markets
United States
Australia
Others
Major products/services lines
Surge Protector for IT Peripherals
Power Noise Filter for Audio and
Video Devices
IoT and Smart Home Power Safety
System
Others
2018 Total
2,409,561
19,359

711,820
Operations
$ 2,409,561
19,359
710,711
Manufacture

-

-

1,109

$
3,139,631



1,109



3,140,740

$ 2,277,217
442,532
373,664
46,218



-

-

-

1,109


2,277,217
442,532
373,664

47,327

$
3,139,631



1,109



3,140,740

For details on revenue for the year ended December 31, 2017, please refer to note (n).

(ii) Contract balances

Accounts receivable
Less: allowance for impairment
Total
December 31,
2018
$ 816,528
(6,590)
January 1,
2018

828,842

(5,853)

$
809,938



822,989

December 31,


January 1,

(Continued)

46

2018 2018

POWERTECH INDUSTRIAL CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(Continued)

47

POWERTECH INDUSTRIAL CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

Contract liabilities-module
Contract liabilities-purchases
Total
$ 23,878
15,786
30,529
28,514


$
54,407
44,300

For details on accounts receivable and allowance for impairment, please refer to note 6(d).

The amount of revenue recognized for the year ended December 31, 2018, that was included in the contract liability balance at the beginning of the period was $28,722 thousand.

The major change in the balance of contract assets and contract liabilities is the difference between the time frame in the performance obligation to be satisfied and the payment to be received.

  • (n) Revenue

Details of revenue for the years ended 2017, are as follows:

Sale of goods
Sales returns and allowance
2017
$ 2,868,592
(9,963)

$
2,858,629

For details on revenue ended December 31, 2018, please refer to note (m).

  • (o) 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, 2018 and 2017, amounting to $6,000 thousand and $88 thousand, respectively, and to directors and supervisors amounting to $500 thousand and $0 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 2018 and 2017.

  • (p) Non-operating income and expenses

  • (i) Other income

Details of other income for the years ended December 31, 2018 and 2017 are as follows:

(Continued)

48

POWERTECH INDUSTRIAL CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

Interest income
Dividend income
2018
$ 11,989
768
2017

8,595

749
$
12,757

9,344

(ii) Other gains and losses

Details of other gains and losses for the years ended December 31, 2018 and 2017 are as follows:

Losses on disposal of property, plant and equipment
Foreign exchange gains (losses), net
Gains on financial assets (liabilities) at fair value
through profit or los
Impairment loss on financial assets
Others
2018
$ (13)
13,675
9,227
(10,086)
25,345
2017

(133)

(62,555)

11,675

(9,489)

14,633

$
38,148



(45,869)
  • (iii) Finance costs

Details of other gains and losses for the years ended December 31, 2018 and 2017 are as follows:

Interest expense 2018
$
-
2017
(542)
  • (q) Financial instruments

  • (i) Credit risk

    • 1) Exposure to credit risk

The maximum exposure to credit risk is mainly from the carrying amount of financial assets.

2) 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, 2018 and 2017, the top 10 customers accounted for 84% and 78% of the Group’s total accounts receivable, respectively. Accordingly, concentration of credit risk existed.

(Continued)

48

POWERTECH INDUSTRIAL CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

  • 3) Receivables and debt securities

(Continued)

49

POWERTECH INDUSTRIAL CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

For credit risk exposure of note and trade receivables, please refer to note 6(d).

(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, 2018
Non derivative financial liabilities
Accounts payable
Other payables
Derivative financial liabilities
Other forward exchange contract
Outflow
December 31, 2017
Non derivative financial liabilities
Accounts payable
Other payables
Carrying
amount
$ 493,154
88,108
13
$
581,275
$ 436,160
70,907
$
507,067
Contractual
cash flow
493,154
88,108
13
581,275
436,160
70,907
507,067
Within 6
months
493,154
88,108
13
581,275
436,160
70,907
507,067
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.

(iii) Foreign currency risk

1) Foreign currency risks exposure

The Consolidated Company’s significant exposure to foreign currency risk were as follows:

December 31, 2018
Financial assets:
Monetary items:
USD
RMB
HKD
EUR
Non-Monetary items:
USD
Foreign
currency
$ 35,560
49,993
182
27
439
Exchange
rate

30.715

4.472

3.921

35.200

30.715
NTD

1,092,225

223,569

714

950

13,491






(Continued)

49

POWERTECH INDUSTRIAL CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Financial liabilities:

(Continued)

50

POWERTECH INDUSTRIAL CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

Monetary items:
USD
RMB
HKD
December 31, 2017
Financial assets
Monetary items:
USD
RMB
HKD
EUR
Non-Monetary items:
USD
Financial liabilities:
Monetary items:
USD
HKD
13,676
193,190
2,160
Foreign
currency
$ 32,087
23,394
545
26
269
46,193
2,904

30.715

4.472

3.921
Exchange
rate

29.760

4.565

3.807

35.570

29.760

29.760

3.807

420,058

863,946

8,469
NTD

954,909

106,794

2,075

925

8,008

1,374,704

11,056


  • 2) 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 before tax for the years ended December 31, 2018 and 2017, would have increased by $250 thousand and decreased by $3,211 thousand, respectively, mainly as a result of liabilities bearing floating interest rates.

  • 3) 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, 2018 and 2017, the foreign currency exchange gains and losses (including realized and unrealized gains and losses) of the Group were $13,675 thousand and $(62,555) 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

(Continued)

51

POWERTECH INDUSTRIAL CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

occur.

Please refer to the notes on liquidity risk management and interest rate exposure of the Group's financial assets and liabilities.

The Group has no financial liabilities with floated rate at December 31, 2018 and 2017.

  • (v) Fair value information

  • 1) 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.

Financial assets measured at
fair value through profit or
loss
Derivative financial
assets-Stock options
Derivative financial
assets-Foreign unlisted
stocks
Total
Loans and receivables
Cash and cash equivalents
Notes and trade
receivable
Other receivables
Other financial assets
Refundable deposits
Subtotal
Total
Derivative financial
liabilities-Forward
exchange
Financial liabilities measured
at amortized cost
Notes and accounts payable
Other payables
December 31, 2018 December 31, 2018 December 31, 2018
Carrying
amount
Fair value
Level 1

-
-
-

-

-

-

-
-
-
-
-

-
-
Level 2
-
-
-
-
-
-
-
-
-
-
13
-
-
Level 3
27,948
32,322
60,270
-
-
-
-
-
-
60,270
-
-
-
Total
27,948
32,322
60,270
-
-
-
-
-
-
60,270
13
-
-
$ 27,948
32,322
60,270
816,089
809,938
12,772
440
3,582
1,642,821
$
1,703,091
$ 13
493,154
88,108

(Continued)

51

POWERTECH INDUSTRIAL CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Subtotal
Total
581,262
$
581,275
-
-
-
13
-
-
-
13

(Continued)

52

POWERTECH INDUSTRIAL CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

Financial assets at cost
Foreign unlisted stocks
Financial assets at fair value
through profit or loss
Derivative financial
assets-Forward exchange
Derivative financial
assets-Stock options
Subtotal
Loans and receivables
Cash and cash equivalents
Note and trade receivable
Other receivables
Other financial assets
Refundable deposits
Subtotal
Total
Financial liabilities measured at
amortized cost
Notes and accounts payable
Other payables
Subtotal
Total
December 31, 2017 December 31, 2017 December 31, 2017
Carrying
amount
Fair value














Level 1
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Level 2
-
3,069
-
3,069
-
-
-
-
-
-
3,069
-
-
-
-
Level 3
42,408
-
17,862
17,862
-
-
-
-
-
-
60,270
-
-
-
-
Total
42,408
3,069
17,862
20,931
-
-
-
-
-
-
63,339
-
-
-
-
42,408

$ 3,069
17,862

20,931

705,350
822,989
8,681
603
756
1,538,379

$
1,601,718


$ 436,160
70,907

507,067

$
507,067
  • 2) Valuation techniques for financial instruments measured at fair value

Measurements of fair value of financial instruments without an active market are based on a valuation technique or quoted price from a competitor. Fair value measured by a valuation technique can be extrapolated from similar financial instruments, guideline public company method, or other valuation technique including a model using observable market data at the reporting date.

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 using the forward currency exchange rate.

  • 3) The Group's financial instruments measured at fair value and classified as level 3 only

(Continued)

53

POWERTECH INDUSTRIAL CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

have one significant unobservable input. Quantified information of the significant unobservable inputs are as follows:

Type
Financial assets
measured at
FVTPL-Derivatives-Sto
ck options.
Financial assets
measured at
FVTPL-Foreign unlisted
stock
Valuation
techniques
Options pricing
models-Black-Scholes
Model
Guideline public
company method
Significant
unobservable
inputs
‧Volatility (2018.12.31
and 2017.12.31:
33.65% and 19.15%)
‧Liquidity discount
(2018.12.31 and
2017.12.31:84% and
90%)
‧P/B ratio (2018.12.31
and 2017.12.31: 6.12
and 6.18)
Inter-relationship
between key
unobservable
inputs and fair
value measurement
‧The estimated fair value
would
increase
if:
Volatility were higher
‧The estimated fair value
would
decrease
if:
liquidity
discount
were higher
‧The estimated fair value
would increase if: P/B
ratio were higher
  • 4) The movement of instrument in level 3.
January 1,2018
Total gains or losses
Recognized as profit
December 31, 2018
January 1,2017
Purchased
Total gains or losses
Recognized as profit
December 31, 2017
Financial assets
measured at fair
value through
profit or loss
Derivatives-Stoc
k options
$ 17,862
10,086
Foreign
unlisted stocks

42,408

(10,086)
Total

60,270

60,270

$
27,948


32,322


60,270

$ -
8,373
9,489

-


-

-
8,373
9,489

$
17,862

-

17,862
  • 5) Fair value measurements in Level 3–sensitivity analysis of reasonably possible alternative assumptions.

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:

December 31,2018
Financial assets measured at fair value
through profit or loss.
Inputs Upward
or
downward
movement
Profit or loss Other comprehensive
income
Favorable
Unfavorable
Favorable
Unfavorable

(Continued)

54

POWERTECH INDUSTRIAL CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

Derivative-Stock options and
Foreign unlisted stocks
Risk free rate
0.1%
Derivative-Stock options and
Foreign unlisted stocks
Common stock
price
7%
Derivative-Stock options and
Foreign unlisted stocks
Volatility
1%
December 31,2017
Financial assets measured at fair value
through profit or loss.
Derivative-Stock options
Risk free rate
0.1%
Derivative-Stock options
Common stock
price
7%
Derivative-Stock options
Volatility
1%
$
12
(6)
-
-

$
2,777
(2,764)
-
-


$
(37)
43
-
-

$
77
(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.

  • (r) Financial risk management

  • (i) Overview

The Group has exposure to the following risks arising from financial instruments:

  • 1) Credit risk

  • 2) Liquidity risk

  • 3) 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.

(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.

  • 1) Accounts receivable and other receivables

According to the credit policy, the Group has to evaluate the credit of each new customer

(Continued)

54

POWERTECH INDUSTRIAL CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

before setting the payment and delivery terms. The evaluations include external credit

(Continued)

55

POWERTECH INDUSTRIAL CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

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.

2) 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.

  • 3) Guarantee

The Group did not provide any guarantee as of December 31, 2018 and 2017.

  • (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, 2018 and 2017, the Group had unused short-term credit facilities of $940,005 thousand and $933,320 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.

(s) 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 December 31,
2018
$ 837,756
December 31,
2017

729,549

(Continued)

56

POWERTECH INDUSTRIAL CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

Less: cash and cash equivalents
Net debt
Total equity
Debt-to-equity ratio
816,089 816,089 705,350

$
21,667

24,199

$
1,610,708

1,539,492

1.35%

1.57%

As of December 31, 2018, 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)

Name of related party Relationship with the Group ZERNET LIMITED Associates

  • (c) Significant transactions with related parties

  • Other current liabilities

1. Other current liabilities
Account Relationship December 31,
2018
$
9,687
December 31,
2017
9,687
Other current liabilities
Associates-ZERNET

The Group offers its associates services on product design and mold-manufacturing.

  • (d) Key management personnel compensation
Short term employee benefits
Post employment benefits
2018
$ 11,491
782
2017
10,638
781
$
12,273
11,419
  • (8) Pledged assets: None

  • (9) Significant Commitments and contingencies: None

(10) Losses Due to Major Disasters: None

(11) Subsequent Events: None

(12) Other:

  • (a) A summary of current-period employee benefits, depreciation, and amortization, by function, is as follows:

(Continued)

57

POWERTECH INDUSTRIAL CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

By function
By item

2018

2018

2018
2017 2017 2017
Operating
costs
Operating
expenses
Total Operating
costs
Operating
expenses
Total
Employee benefits
Salary 384,150
196,464

580,614

366,490

181,701

548,191
Labor and health insurance - 12,706
12,706

-
12,191
12,191
Pension 27,556
11,553

39,109

29,000

11,088

40,088
Others 11,974
10,840

22,814

7,784

11,091

18,875
Depreciation 44,777
12,233

57,010

53,147

16,135

69,282
Amortization 2,523
4,202

6,725

1,066

2,854

3,920

(Continued)

58

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, 2018 (excluding investment in subsidiaries, associates and joint ventures):

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 (%)

Fair value
The Company TRICKLESTAR
LIMITED-Foreign
unlisted stocks

-
Financial assets at
FVTPL-current
125
32,322

4.66%

32,322

4.79%
Unpledged
The Company TRICKLESTAR
LIMITED-Stock
options
-
Financial assets at
FVTPL-current
- 27,948
- %

27,948

-
%
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 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 884,916
31%
30-60 days - - (52,197)
(5)%
The Company DONGGUAN
QUAN SHENG


Subsidiary
Purchase 1,574,741
55%
30-60 days - - (840,389)
(83)%
The Company TREASURE Subsidiary Purchase 130,510
5%
30-60 days - - (107,730)
(11)%
PERFECT DONGGUAN
QUAN SHENG

Related
Purchase 878,850
100%
Note 2 - - (126,665)
(100)%

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: Transactions above had been reversed while making consolidated report.

  • (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 1)
Allowance
for bad debts
Amount Action taken
TREASURE
The Company
Subsidiary 107,730
1.51

-
- - -
DONGGUAN
QUAN SHENG

The Company
Subsidiary 840,389
3.75

-
- 436,294
-
DONGGUAN
QUAN SHENG

PERFECT
Related 126,665
1.64

-
- 126,665
-

Note 1: As of March 11, 2019.

Note 2: Transactions above had been reversed while making consolidated report.

  • (ix) Trading in derivative instruments: Please refer to notes 6(b)

(Continued)

59

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
PERFECT 1 Purchases 884,916
(USD29,328 thousand)

Note 1
28%

0
The Company
PERFECT 1 Accounts payable
52,917
(USD1,699 thousand)

Note 1
2%

0
The Company
TREASURE 1 Purchases 130,510
(USD4,325 thousand)

Note 1
4%

0
The Company
TREASURE 1 Accounts payable
107,730
(USD3,507 thousand)

Note 1
4%

0
The Company DONGGUAN QUAN
SHENG

1
Purchases 1,574,741
(USD52,191 thousand)

No significant
differences

50%

0
The Company DONGGUAN QUAN
SHENG

1
Accounts payable
840,389
(USD27,361 thousand)

No significant
differences

34%

1
PERFECT DONGGUAN QUAN
SHENG

3
Purchases
(USD29,127 thousand)
Note 1
28%

1
PERFECT DONGGUAN QUAN
SHENG

3
Accounts payable
(USD4,124 thousand)

Note 1
5%

2
TREASURE DONGGUAN QUAN
SHENG

3
Purchases
(USD 3,623 thousand)
Note 1
3%

2
TREASURE
DONGGUAN FU JU 3 Purchases (USD 637 thousand)
Note 1
1%

3
DONGGUAN
QUAN SHENG

The Company
2 Purchases (USD1,037 thousand) No significant
differences

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: Transactions above had been reversed while making consolidated report.

(b) Information on investees:

The following is the information on investees for the years ended December 31, 2018 (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, 2018 Balance as of December 31, 2018 Balance as of December 31, 2018 Highest
Percentage
of ownership
Net income
(losses)
of investee
Share of
profits/losses of
investee
Note
December 31,
2018
December 31,
2017
Shares
(thousands)
Percentage of
ownership
Carrying
value
The Company DIGITAL Samoa
Investing business 12,293
100%

1,254,934

100%

(8,364)

(8,364)
Subsidiary
The Company OPPORTUNIST Mauritius
Investing business 3,855
100%

107,810

100%

41,916

41,916
Subsidiary
The Company HURRY CLOUD
TECHNOLOGY
Taiwan
Trading and lease
of electronic
devices.

3,125
100%

28,120

100%

(21,880)

(21,880)
Subsidiary
The Company DE YAN
MANAGEMENT
Taiwan Business
management
consulting

200
100%

3,726

100%

1,726

1,726
Subsidiary
The Company ZERNET
LIMITED

Hong Kong
Design and
wholesale business

USD
570
USD
330

570

30%

13,491

30%

(8,220)

(2,466)

Associates by
equity method
DIGITAL BEST Samoa
Investing business USD
12,264
USD
12,264

12,264

100%

995,114

100%

19,153

19,153
Subsidiary
DIGITAL TREASURE Samoa.
Wholesale business USD
10
USD
10

10

100%

259,728

100%

(27,525)

(27,525)
Subsidiary
BEST WISDOM SURGELION Hong Kong
Investing business USD
12,363
(Note 1)
USD
12,363
(Note 1)
- 100%
990,452

100%

19,138

19,138
Subsidiary
OPPORTUNIST TOTAL Mauritius
Investing business USD
3,855
USD
3,855

3,855

100%

57,758

100%

1,990

1,990
Subsidiary
OPPORTUNIST PERFECT Mauritius
Wholesale business USD
10
USD
10

10

100%

49,546

100%

39,912

39,912
Subsidiary

Note 1: The original investment includes prepaid long-term investment.

(Continued)

60

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, 2017
Investment flows Investment flows Accumulated
outflow of
investment from
Taiwan as of
December 31,
2018
Net
income
(losses)
of the
investee
Percentage
of
ownership

Maximum
Investment
Investment
income
(losses)
Book
value
Accumulated
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





378,162
(HK29,994
:US8,483)



(2)(a).
378,162
(HK29,994;
US8,483)



-
- 378,162
(HK29,994;
US8,483)


19,130
100%
100%

19,130

990,146

-
DONGGUAN
FU JU

Items include
power cord, wire,
plastic cover,
circuit board
modules, radio
and power outlet





117,792
(US3,835)


(2)(b).
114,444
(US3,726)


-
- 114,444
(US3,726)


1,979
100%
100%

1,979

57,366

-
DONGGUAN
KANGCHI

Sales of electrical
appliances, power
outlet, wire, cable
and computer
peripherals




4,472
(RMB1,000)


(2)(c).
- - - - 853 100%
100%

853

6,399

-

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, 2018. Note 4: Transactions above had been reversed while making consolidated report.

  • (ii) Limitation on investment in Mainland China:
Accumulated Investment in Mainland
China as of December 31, 2018
Investment Amounts Authorized by
Investment Commission, MOEA
Upper Limit on Investment
492,606
(USD 12,209 thousand;
HKD 29,994 thousand)
580,145
(USD 18,888 thousand)
966,425
(Note)

Note: 60% of the total equity from the Company.

  • (iii) Significant transactions:

Please refer to 13(a) for further information.

(Continued)

61

POWERTECH INDUSTRIAL CO., LTD. AND 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
2018 Total
$ $
$
$
$
Manufacturing
1,109
2,590,167
8,989
Operating Adjustment or
elimination
3,139,631
1,499
3,000
-
(2,591,666)
-
3,140,740
-
11,989
3,152,729
99,160
2,448,464
837,756
Total

2,600,265

3,144,130
(2,591,666)

10,933

88,227

-

2,200,308

2,844,355
(2,596,199)

837,565

1,201,799

(1,201,608)

2017
$ Manufacturing
21,161
2,432,074
6,030
Operating Adjustment or
elimination
2,837,468
55,614
2,565
-
(2,487,688)
-
2,858,629
-
8,595
2,867,224
2,365
2,269,041
729,549
$
2,459,265

2,895,647
(2,487,688)
$
(65,156)

67,521

-
$
2,981,054

2,549,171
(3,261,184)
$
1,639,561

1,009,679

(1,919,691)

(Continued)

61

POWERTECH INDUSTRIAL CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

  • (c) Product and service information

(Continued)

Revenue from the external customers of the Group was as follows:

一、 Products and services 2018
$ 2,277,217
442,532
373,664
47,327
2017

2,151,542

344,586

308,110

54,391
Surge Protector for IT Peripherals
Power Noise Filter for Audio and Video Devices
IoT and Smart Home Power Safety System
Others
Total

$
3,140,740


2,858,629

(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 2018
$ 2,409,561
170,494
19,359
541,326
2017

2,086,225

192,367

27,095

552,942
三、 Revenue from external customers:
四、
United States
五、
Europe
六、
Australia
七、
Other countries
Total
八、
Non-current assets:
九、
Taiwan
十、
China
Total

$
3,140,740



2,858,629

$ 124,351
141,716



123,228

157,767

$
266,067


280,995

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, 2018 and 2017, the amounts of sales to customers representing greater than 10% of net revenue were as follows:

十一、
Customer A
Customer B
Customer C
Customer D
Total
2018
$ 346,440
465,543
389,368
385,924
2017

480,662

326,735

188,283

238,017

$
1,587,275


1,233,697