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Primax — AGM Information 2016
Jul 7, 2016
52436_rns_2016-07-07_803e010b-31c7-46ca-97dd-04fa5af4427e.pdf
AGM Information
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PRIMAX ELECTRONICS LTD. Minutes of 2016 Annual General Shareholders' Meeting (Translation)
Time: 9 a.m., June 20, 2016 (Monday)
Venue: 4F No. 2, Xuzhou Road, Zhongzheng District 100, Taipei City
(NTUH International Conventional Center)
- Present: A total of 322,015,891 shares (including 261,337,085 shares represented by shareholders exercising voting rights electronically) are held by shareholders attending the shareholders' meeting in person or by a proxy, who represent 72.87% of the total number of the Company's outstanding 441,902,824 shares.
Present Directors: Li-Sheng Liang, Hai-Hung Yang, Tze-Ting Yang, Yung-Tai Pan,
Chung-Feng Tsao
Present Independent Directors: Tai-Jau Ku, Yung-Do Way, Chih-Kai Cheng
Chairman: Li-Sheng Liang, the chairman of the Board of Directors
Recorder: Lee, Li-Hsueh
A. Meeting called to order:
The total numbers of shares represented by the shareholders present constitute the quorum prescribed by law, hence the Chairman called this meeting to order.
B. Chairperson Remark: (omitted)
C. Discussion I
1. (Proposed by the Board )
Proposal ： Resolution of amendments to the Company’s "Articles of Incorporation".
Description:
-
(1) It is proposed to amend certain provisions of the Company's "Articles of Incorporation" for compliance with relevant laws and for the Company's operational requirements.
-
(2) Please refer to Schedule 1, for a comparison of the amendments to the "Articles of Incorporation".
Resolved: the proposal was approved after voting.
Voting Results：Shares represented at the time of voting： 322,010,891
(Including votes casted electronically: 261,337,085 votes)
| Voting Results* | Voting Results* | % of the total represented sharepresent |
|---|---|---|
| Votes in favor | 255,221,422 votes (194,787,616 votes) | 79.26% |
| Votes against | 224,126 votes (224,126 votes) | 0.07% |
| Votes invalid | 0 votes | 0% |
| Votes abstained | 66,565,343 votes (66,325,343 votes) | 20.67% |
*including votes casted electronically (number in brackets)
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D. Report
-
Report No. 1 ： The Company's 2015 Business Report, please refer to Schedule 2.
-
Report No. 2 ： Audit Committee's Review Report on the 2015 Financial Statements for review, please refer to Schedule 3 for the Audit Committee's audit report.
-
Report No. 3 ： Distribution of employees' and directors' compensation in 2015.
Description:
-
(1) The Board of Directors resolved to distribute NT$ 78,500,000 for employees' compensation and NT$ 32,000,000 for directors' compensation for year 2015.
-
(2) According to the Company's "Articles of Incorporation" as amended by the Board of Directors through January 25, 2016, 2% to 10% of the profit before tax (PBT) (i.e. before deducting the sums of employee's compensation and directors' compensation) shall be distributed as compensation for employees and not more than 2% of the PBT shall be distributed as compensation for directors. The Company's PBT for year 2015 was NT$1,933,923,580, the amount before deducting the sums of compensation of directors and employees was NT$2,044,099,953. Hence, the aforementioned compensation of employees and directors are respectively 3.84% and 1.57% of the said NT$2,044,099,953.
-
(3) In the internal financial statements, the employees' compensation was recorded as NT$78,268,840 and NT$31,907,533 as directors' compensation for year 2015. The discrepancy amount was NT$231,160 and NT$92,467 respectively. The discrepancies were the difference between the outcomes of an accounting estimate, which will be handled by principles of accounting change.
-
Report No. 4 ： Amendments to the Company's "Procesures for Ethical Management and Guidelines for Conduct".
Description:
-
(1) The Board of Directors resolved to amend the Company's "Procesures for Ethical Management and Guidelines for Conduct " for compliance with the requirement of per 28 January 2015 Letter No. Taiwan-Stock-Governance-1040001716 of the Taiwan Stock Exchange Corporation (TWSE).
-
(2) Please refer to Schedule 4 for a comparison of the amendments to the "Procesures for Ethical Management and Guidelines for Conduct".
E. Adoption
1.
(Proposed by the Board)
Proposal ： Adoption of the Company's 2015 Business Report and Financial Statements.
Description :
The Company has completed the internal preparation of the 2015 Individual and Consolidated Financial Statements and has provided the reports to HUANG YUNG-HUA, CPA and YU CHI-LUNG, CPA of KPMG Taiwan for review and audit. The CPAs have completed the audit. Refer to Schedule 2 and Schedule 5 for the above Financial Statements as well as the Business Report.
Resolved: the proposal was approved after voting.
Voting Results：Shares represented at the time of voting： 322,010,8913 (Including votes casted electronically: 261,337,085 votes)
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| Voting Results* | Voting Results* | % of the total represented sharepresent |
|---|---|---|
| Votes in favor | 255,238,422 votes (194,787,616 votes) | 79.26% |
| Votes against | 224,126 votes (224,126 votes) | 0.07% |
| Votes invalid | 0 votes | 0% |
| Votes abstained | 66,565,343 votes (66,325,343 votes) | 20.67% |
*including votes casted electronically (number in brackets)
2. (Proposed by the Board)
Proposal ：Adoption of the Company's 2015 distribution of earnings.
Description:
- (1) The Company's 2015 net profit after tax is NT$ 1,773,122,331, minus this year's actuarial gain from defined benefit plans NT$8,100,311, minus legal reserve provision NT$ 177,312,333, plus beginning retained earnings NT$ 2,186,911,911, the distributable retained earnings are NT$ 3,774,621,698. The 2015 distribution of earnings prepared according to the Articles of Incorporation is as follows:
PRIMAX ELECTRONICS LTD. PROFIT ALLOCATION PROPOSAL December 31, 2015
| PRIMAX ELECTRONICS LTD. PROFIT ALLOCATION PROPOSAL December 31, 2015 |
PRIMAX ELECTRONICS LTD. PROFIT ALLOCATION PROPOSAL December 31, 2015 |
PRIMAX ELECTRONICS LTD. PROFIT ALLOCATION PROPOSAL December 31, 2015 |
|---|---|---|
| Unit: NT$ | ||
| Item | Amount | |
| **Beginning retained earnings ** | 2,186,911,911 | |
| Add: net profit after tax | 1,773,122,33 1 |
|
| Actuarial Gain from Defined Benefit Plans | (8,100,311) | |
| Distributable netprofit | 3,951,933,931 | |
| Less：10% legal Reserve | 177,312,233 | |
| **distributable retained earnings ** | 3,774,621,698 | |
| Distribution Item： | ||
| Cash Dividends to Common Share Holders(NT$2.1per share) | 927,932,930 | |
| **Unappropriated Retained Earnings ** | 2,846,688,768 | |
| Chairman： Liang Li-Sheng General Manager： Yang Hai-Hung Accounting Manager: Pan Yan-Jen |
-
Note: 1. The per share dividends above are based on the 441,872,824 outstanding shares as of March 16, 2016.
-
For the distribution of cash dividends, all dollar amounts less than NT$ 1 for fractional shares shall be listed as the Company's other income.
(2) For this distribution of profits, the 2015 earnings will be subject to distribution on a priority basis.
- (3) The cash dividends total NT$ 927,932,930 and the per share dividends to be distributed are NT$ 2.1. The dividends will be distributed to the shareholders listed in the shareholders' roster on the ex-dividend date according to their respective shareholding. The above distribution ratio is calculated based on the total 441,872,824 outstanding shares as of March 16, 2016. After the proposal is approved at the regular shareholders' meeting, it is proposed the board of directors shall be authorized to determine the ex-dividend date and relevant matters.
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- (4) For the distribution of earnings, in the event of an employee's exercise of the right to convert the subscription warrants to common shares, satisfaction of the vesting conditions on restrictive stock awards, buyback of the Company's shares, assignment or cancellation of treasury stock which influences the ratio of distributable dividends, it is proposed the shareholders' meeting shall authorize the Board of Directors to make proportionate adjustments to the ratio of distributable dividends based on the number of outstanding shares on the ex-dividend date.
Resolved: the proposal was approved after voting.
Voting Results：Shares represented at the time of voting： 322,010,891
(Including votes casted electronically: 261,337,085 votes)
| Voting Results* | Voting Results* | % of the total represented sharepresent |
|---|---|---|
| Votes in favor | 255,221,422 votes (194,787,616 votes) | 79.26% |
| Votes against | 224,126 votes (224,126 votes) | 0.07% |
| Votes invalid | 0 votes | 0% |
| Votes abstained | 66,565,343 votes (66,325,343 votes) | 20.67% |
*including votes casted electronically (number in brackets)
F. Discussion II
1. (Proposed by the Board)
Proposal ： Resolution of issue of Restricted Employee Stock Award.
Description:
-
(1) The Company intends to issue Restricted Employee Stock Award in accordance with Article 267 of the Company Act and Regulations Governing the Offering and Issurance of Sercurities by Securities Issuers published by the Financial Supervisory Commission.
-
(2) Expected total amounts(shares) of issuance ： Not exceed 3,000,000 shares.
-
(3) Expected issue price ： NT$0 per share
-
(4) Determination of the terms and conditions ：
-
A. Vesting conditions：Categorized as three types, i.e. Type A, B and C, based on accomplishment of personal performance goals.
-
a. Type A vesting conditions：
-
(i) Employees who are continuously employed by the Company for one year after granting of the awards and have accomplished the individual's performance goals established by the Company for the one-year period before the expiry date will be entitled to 30% shares.
-
(ii) Employees who are continuously employed by the Company for two years after granting of the awards and have accomplished the individual's performance goals established by the Company for the one-year period before the expiry date will be entitled to 30% shares.
-
(iii) Employees who are continuously employed by the Company for three years after granting of the awards and have accomplished the individual's performance goals established by the Company for the one-year period before the expiry date will be entitled to 40% shares.
-
-
b. Type B vesting conditions：
- (i) Employees who are continuously employed by the Company for one year after granting of the awards and have accomplished the individual's performance goals established by the Company for the one-year period before the expiry date
-
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will be entitled to 50% shares.
- (ii) Employees who are continuously employed by the Company for two years after granting of the awards and have accomplished the individual's performance goals established by the Company for the one-year period before the expiry date will be entitled to 50% shares.
-
c. Type C vesting conditions:
- Employees who are continuously employed by the Company for one year after granting of the awards and have accomplished the individual's performance goals established by the Company for the one-year period before the expiry date will be entitled to 100% shares.
-
d. The individual's performance above refers to accomplishment of the performance goals established according to the Company's performance evaluation and development policy, including accomplishment of the desired level of contribution and special merits.
-
B. The type of shares: new common shares of the Company.
-
C. Lapse of Restrictes Stock: In circumstance where the Restrictes Stock was not vested due to failure to meet vesting conditions, such shares will be bought back by the Company without charge and will be written off.
-
(5) Qualification requirements for employees ：
-
A. Employees who will be eligible to receive RSA are limited to full-time employees who have registered with the Company, and will be limited to the ones who are important to the Company's future success and development; whose individual performance are valuable to the Company; or those who are considered as the valuable newhires.
-
B. The actual number of shares to be granted will take into account the rank of the employee, performance, overall contribution and other factors, as well as the Company's operational requirements and business development strategy.Prior approval of the Remuneration Committee shall be obtained for those who are employed as managers.
-
C. The total number of shares each individual employee may acquire by exercising the RSAs, plus the total number of employee stock warrants issued by the Company in accordance with Article 56-1 (1) of Regulations Governing the Offering and Issuance of Securities by Securities Issuers, shall not exceed 0.3% of the total number of issued shares. In addition, the number of shares each individual employee may acquire through the exercise of employee stock warrants issued by the Company in accordance with Article 56-1 (1) of the said Regulations shall not exceed 1% of the total number of issued shares.
-
(6) The reason why it is necessary to issue restricted stocks for employees ： For attracting and retaining outstanding professionals, in order to create long-term Company growth and benefits for employees and shareholders.
-
(7) Calculated expense amount ：
-
Estimations are made based on NT$40, the Company's average closing share price for common shares over the 60 trading-day period prior to March 10, 2016. The amount of annual cost sharing for year 2016, 2017, 2018 and 2019 shall be NT$11,666,667, NT$64,000,000, NT$31,000,000 and NT$13,333,333 respectively, with a total amount of NT$120,000,000.
-
(8) Dilution of EPS and other factors affecting shareholder’s equity ： Estimations are made based on NT$40, the Company's average closing share price for common shares over the 60 trading-day period prior to March 10, 2016. The diluted EPS for year 2016, 2017, 2018 and 2019 shall be NT$0.026, NT$0.145, NT$0.070 and NT$0.030 respectively.
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- (9) Restricted rights before employees meet the vesting conditions ：
Restrictions, covenants or outstanding issues in relation to the establishment of this Plan shall be dealt in accordance with the relevant laws and the Company's Procedures.
- (10)Other important stipulations ：
The new shares issued by the Company through the exercise of Restrictes Stock shall be dealt in accordance with measures for stock trust.
-
(11)Any other matters that need to be specified ：
-
A. In circumstance where amendments to the conditions for issuance of Restrictes Stock are required by instructions from the competent authorities, the amended of relevant laws and rules, or in response to financial market conditions, the Chairman of the Company is authorized to amend these provisions, which shall become effective upon approval by the Board of Directors.
-
B. Based on the total number of issued shares (441,793,824 shares) as of March 8, 2016, the 3,000,000 new shares to be issued will account for 0.68% of the total number of issued shares.
Resolved: the proposal was approved after voting.
Voting Results：Shares represented at the time of voting： 322,015,891
(Including votes casted electronically: 261,337,085 votes)
| Voting Results* | Voting Results* | % of the total represented sharepresent |
|---|---|---|
| Votes in favor | 198,392,926 votes (137,942,120 votes) | 61.61% |
| Votes against | 57,067,622 votes (57,067,622 votes) | 17.72% |
| Votes invalid | 0 votes | 0% |
| Votes abstained | 66,555,343 votes (66,327,343 votes) | 20.67% |
*including votes casted electronically (number in brackets)
2.
(Proposed by the Board)
Proposal ： Resolution of removal of the non-compete restrictions on directors.
Description:
-
(1) According to Article 209 of the Company Act, a director who conducts business within the business scope of the Company for himself or others shall explain to the meeting of shareholders the essential contents of such an act and secure its approval.
-
(2) To draw on the expertise and relevant experience of the Company's directors to the benefit of the Company, as certain directors concurrently work for other companies, which may constitute the act restricted under Article 209 of the Company Act, it is proposed for resolution to remove the non- compete restrictions on directors subject to approval at the shareholders' meeting.
-
(3) Detailed list of the relevant directors’ positions in other companies is as follows ：
Name of Item of competitive conduct in which the director is permitted to engage Directors Liang, Tymphany Logistics, Inc. / Director Li-Sheng Pan, Yung-Chung[Dongguan Tymphany Acoustic Technology Co. Ltd. / Director ] Yang, Chailease Auto Rental Co., Ltd. / Chairman and General Manager Tze-Ting Apex Credit Solutions Inc. / Chairman and General Manager
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Resolved: the proposal was approved after voting.
Voting Results：Shares represented at the time of voting： 322,015,891
(Including votes casted electronically: 261,337,085 votes)
| Voting Results* | Voting Results* | % of the total represented sharepresent |
|---|---|---|
| Votes in favor | 204,851,422votes (144,400,616 votes) | 63.62% |
| Votes against | 36,673,126 votes (36,673,126 votes) | 11.39% |
| Votes invalid | 0 votes | 0% |
| Votes abstained | 80,491,343 votes (80,263,343votes) | 25.00% |
*including votes casted electronically (number in brackets)
3. (Proposed by the Board) Proposal ： Resolution of the Company's Stipulation on Chairman's Retirement. Description:
In order to formulate and clarify the remuneration for Chairman, it is proposed for resolution of the Company's Stipulation on Chairman's Retirement as Schedule 6.
Resolved: the proposal was approved after voting.
Voting Results：Shares represented at the time of voting： 322,015,891
(Including votes casted electronically: 261,337,085 votes)
| Voting Results* | Voting Results* | % of the total represented sharepresent |
|---|---|---|
| Votes in favor | 253,721,421 votes (194,782,616votes) | 78.79% |
| Votes against | 228,126votes (228,126 votes) | 0.07% |
| Votes invalid | 0 votes | 0% |
| Votes abstained | 68,066,344 votes (66,326,343) | 21.14% |
*including votes casted electronically (number in brackets)
G. Extempore Motion: None.
H. The meeting was adjourned at 10:03 a.m.
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【 Schedule 1 】
PRIMAX ELECTRONICS LTD.
Comparison of Amendments to the "Articles of Incorporation"
| Article No. |
Amended Content | Current Content | Reason for Amendment and Explanation |
|---|---|---|---|
| Article 2 | The scope of business of the Company shall be as follows: 1. CB01020 Office Machines Manufacturing 2. CC01030 Electric Appliance and Audiovisual Electric Products Manufacturing 3. CC01060 Wired Communication Equipment and Apparatus Manufacturing 4. CC01070 Telecommunication Equipment and Apparatus Manufacturing 5. CC01080 Electronic Parts and Components Manufacturing 6. CC01101 Restrained Telecom Radio Frequency Equipments and Materials Manufacturing 7. CC01110 Computers and Computing Peripheral Equipments Manufacturing 8. CE01030 Photographic and Optical Equipment Manufacturing 9. F401021 Restrained Telecom Radio Frequency Equipments and Materials Import 10. I301010 Software Design Services 11. F113050 Wholesale of Computing and Business Machinery Equipment 12. F118010 Wholesale of Computer Software 13. F213030 Retail sale of Computing and Business Machinery Equipment 14. F218010 Retail Sale of Computer Software 15. F114030 Wholesale of Motor Vehicle Parts and Supplies 16. F214030 Retail Sale of Motor Vehicle Pars and Supplies 17. C805050 Industrial Plastic Products Manufacturing 18. CA02010 Metal Architectural Components Manufacturing 19. CA02090 Metal Line Products Manufacturing 20. F401010 International Trade 21. ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to specialapproval. |
The scope of business of the Company shall be as follows: 1. CB01020 Office Machines Manufacturing 2. CC01030 Electric Appliance and Audiovisual Electric Products Manufacturing 3. CC01060 Wired Communication Equipment and Apparatus Manufacturing 4. CC01070 Telecommunication Equipment and Apparatus Manufacturing 5. CC01080 Electronic Parts and Components Manufacturing 6. CC01101 Restrained Telecom Radio Frequency Equipments and Materials Manufacturing 7. CC01110 Computers and Computing Peripheral Equipments Manufacturing 8. CE01030 Photographic and Optical Equipment Manufacturing 9. F401021 Restrained Telecom Radio Frequency Equipments and Materials Import 10. I301010 Software Design Services 11. F113050 Wholesale of Computing and Business Machinery Equipment 12. F118010 Wholesale of Computer Software 13. F213030 Retail sale of Computing and Business Machinery Equipment 14. F218010 Retail Sale of Computer Software 15. C805050 Industrial Plastic Products Manufacturing 16. CA02010 Metal Architectural Components Manufacturing 17. CA02090 Metal Line Products Manufacturing 18. F401010 International Trade 19. ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval. |
In order to accommoda te the increase of the scope of Company’s business |
| 16. |
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| 17. |
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| 18. |
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19. |
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| 20. |
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| 21. |
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| Article25 | When allocating the earnings for each year, the Company shall first offset its losses in previous year and set aside a legal capital reserve at 10% of |
The Company’s net profit following annual closing, if any, shall be distributed in the following order: 1. Compensate loss; |
Revise in accordance with the amendment of Article |
the earing left over, until the accumulated legal capital reserve has equaled the total capital of the |
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| Article No. |
Amended Content | Current Content | Reason for Amendment and Explanation |
|
|---|---|---|---|---|
| Company; then set aside special capital reserve in accordance with relevant laws, the balance of the earings shall combined into an aggregate amount of undistributed surplus, which shall become the aggregate distributable surplus; to be distributed by the Board's distribution proposals and according to the resolution adopted at the shareholders meeting. The Company shall distribute 2 to 10 percent of distributable profit of the current yea as employee's compensation and not more than 2% of |
2. 10% legal reserve, unless the amount of legal reserve has reached the total capital amount; 3. Special reserve in accordance with law and the competent authority; 4. Employee bonus in the amount between 2 to 10% of the balance, and directors'bonuses in the amount not more than 2% of the balance under subsections 1 to 3 above; 5. The balance of the remaining net profit shall combined into an aggregate amount of undistributed surplus, which shall become the aggregate distributable surplus; to be distributed by the Board's distribution proposals and according to the resolution adopted at the shareholders'meeting. If employees'bonuses shall be issued as stock bonuses, such bonuses shall be given to all employees of subordinate companies meeting certain criteria. The Board of Directors is authorized to determine the relevant rules for distribution of such bonuses. |
235-1 of the Company Act |
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the profit for Directors'compensation; provided, however, that the Company shall have reserved a sufficient amount to offset its accumulated losses. The employee's compensation may be distributed by way of shares or cash ; and the employees entitled to receive shares or cash includes the employees of subsidiaries of the company meeting |
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certain requirements. The said Copmany's profit for each year as set forth in the second paragraph shall be the profit before tax (PBT) (i.e. before deducting the sums of |
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employee's compensation and Directors' compensatoin). The Company may distribute employee's compensation and the Directors'compensation by a resolution adopted by a majority vote at a meeting of the Board attended by two-thirds of the |
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total number of Directors; a report of such distribution shall be submitted to the meeting of the Members. |
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| Article30 | These Articles of Incorporation were established on March 8, 2006, First amendment was made on April 3, 2007. Second amendment was made on June 13, 2007. Third amendment was made on October 5, 2007. Fourth amendment was made on November 7, 2007. Fifth amendment was made on December 28, 2007. Sixth amendment was made on August 27, 2009. Seventh amendment was made on September 22, 2009. Eighth amendment was made on October 23, 2009. Ninth amendment was made on November 20, 2009. Tenth amendment was made on June 25, 2010. Eleventh amendment was made on June 19, 2012. Twelfth amendment was made on June 25, 2013. Thirteenth amendment was made on September 5, 2014. Fourteenth amendment was made on June 29, 2015. Fifteenth amendment was made on June 20, 2016. |
These Articles of Incorporation were established on March 8, 2006, First amendment was made on April 3, 2007. Second amendment was made on June 13, 2007. Third amendment was made on October 5, 2007. Fourth amendment was made on November 7, 2007. Fifth amendment was made on December 28, 2007. Sixth amendment was made on August 27, 2009. Seventh amendment was made on September 22, 2009. Eighth amendment was made on October 23, 2009. Ninth amendment was made on November 20, 2009. Tenth amendment was made on June 25, 2010. Eleventh amendment was made on June 19, 2012. Twelfth amendment was made on June 25, 2013. Thirteenth amendment was made on September 5, 2014. Fourteenth amendment was made on June 29, 2015. |
Adding update to amendment date. |
|
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【 Schedule 2 】
Business Report
Notwithstanding of the severe market challenges worldwide, the consolidated revenue of the group kept growing to a record high in 2015. New products were launched from different product lines and new facilities were initiated successfully. The demand for NB touch panel related products was echoed with the increase in the demand for gaming PC peripherals, contributing to the stable shipment volume in the conservative market of computer peripherals. On the otherhand, the stable growth of the market penetration rate in data communication products and mobile phones worldwide stimulated the demand for camera modules. At the same time, electro-audio products also enjoyed stable growth through project development that allowed business beyond audio product line to increase its contribution to revenue. Albeit the overall increase of revenue, the company continues its effort in the control of cost and expenses to allow for simultaneous growth of profits.
The following is the operation highlight of the company in 2015
I. 2015 Financial Performance
(I) Financial Results
The net operating income of the company in 2015 amounted to NT$51,638,181 thousand, an increase of 22% from the same period of 2014. In the same year, the consolidated net operating income of the group amounted to NT$65,589,293 thousand worldwide or an increase of 26% from the same period of the previous year. The consolidated corporate earnings amounted to NT$1,816,935 thousand, which was an increase of 13% from the same period of 2014.
(II) Cash Flow Analysis
| ase of 13% from the same period of 2014. h Flow Analysis |
ase of 13% from the same period of 2014. h Flow Analysis |
ase of 13% from the same period of 2014. h Flow Analysis |
ase of 13% from the same period of 2014. h Flow Analysis |
|---|---|---|---|
| Unit：NT$ thousand Account 2015 2014 Change in the amount Net cash inflow (outflow) from operating activities 5,022,351 3,354,195 1,668,156 Net cash inflow (outflow) from investing activities (1,974,604) (3,756,779) 1,782,175 Net cash inflow (outflow) from financing activities (2,227,894) 2,279,602 (4,507,496) |
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| Account | 2015 | 2014 | Change in the amount |
| Net cash inflow (outflow) from operating activities |
5,022,351 |
3,354,195 | 1,668,156 |
| Net cash inflow (outflow) from investing activities |
(1,974,604) |
(3,756,779) | 1,782,175 |
| Net cash inflow (outflow) from financing activities |
(2,227,894) |
2,279,602 | (4,507,496) |
(III) Profitability Analysis
| fitability Analysis | ||
|---|---|---|
| Account | 2015 | 2014 |
| Return on Equity (%) | 15.65 | 18.03 |
| OperatingIncome to Paid-in Capital(%) | 49.14 | 42.10 |
| Profit before Tax to Paid-in Capital(%) | 56.05 | 47.11 |
| Net Profit Margin(%) | 2.77 | 3.08 |
| Earningsper Share(Dollars) | 4.06 | 3.57 |
(IV) R&D Investments
The company spent NT$2,104,487 thousand on research and development in 2015. This investment aimed at the design and development of new products and new technologies, as well as the upgrade and improvement of production process.
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II. Business Strategy and Technology Developments
In the wake of the orientation of the electronic industry towards cloud technology, mobile device, digital home, and IoT, PRIMAX will continue its efforts to bolster the research and development of key technologies such as touch control technology, fingerprint identification, backlight keyboard, cable/wireless sound system, advanced camera module encapsulation process so as to develop the market of high-end products. In addition, PRIMAX will also endeavor in the development of new products to improve its own product portfolios and contribute much more in revenue and profit.
As for the development strategy of the two core business, for PC segment, PRIMAX seeks to continue the upgrade of product quality and the reduction of production cost, as the product market of computer peripherals are well developed and fairly stable. At the same time, new application technologies will also be developed to align with market needs in computer peripherals for PC gaming and advanced touch panel products to maintain stable growth of revenue in this market. For the non-PC segments, , such as camera module, fingerprint identification, multiple-purpose business machine/printer, cable/wireless sound system, Primax will also reinforce the upgrade of R&D capacity for products. With the prevailing use of audiovisual products, the continued evolution of the specification for camera lens, and the advancement of sound products, PRIMAX will continue to develop corresponding products and technologies, including high-end camera module, fingerprint identification module, and high-end audio system with earphone. The main objective is to increasethe market share and to extend to different applications and platforms of its products and technologies, helping to enhance sales and profit performance for prolonged growth.
In summary, PRIMAX is in the electronic industry, an environment of rapid change and keen competition. Confronted by the changes in the macroeconomic environment worldwide and the challenges from different competitors, PRIMAX will continue the stable paces in operation and the principle of “customer first and quality foremost” to continue provide satisfied service to the customers while at the same time creating a steady stream of profit for the company.
Chairman : Liang, Li-Sheng
General Manager : Yang, Hai-Hung
Accounting Manager : Pan, Yen-Jen
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【 Schedule 3 】
Audit Committee’s Audit Report
To: Shareholders' Meeting of Primax Electronics Ltd.
Among the Company's 2015 Business Report, Financial Statements and Proposal for Distribution of Earnings prepared and submitted by the Board of Directors, the Financial Statements have been fully audited by KPMG Taiwan, appointed by the Board of Directors, which has issued the audit report.
The Audit committee members have audited the above Business Report, Financial Statements and Proposal for Distribution of Earnings and determined they are in compliance with the Company Act and other applicable laws and regulations and therefore issue this report pursuant to the provisions of Article 219 of the Company Act. I hereby submit this report.
Chairman of the Audit Committee: Way, Yung-Do
Date: March 24, 2016
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【 Schedule 4 】
PRIMAX ELECTRONICS LTD.
Comparison of Amendments to the "Procesures for Ethical Management and Guidelines for Conduct"
| Amended Content | Current Content | Reason for Amendment and Explanation |
|---|---|---|
| Article 1 (Purpose of adoption) This Corporation engages in commercial activities following the principles of fairness, honesty, faithfulness, and transparency, and in order to fully implement a policy of ethical management and actively prevent unethical conduct, these Procedures for Ethical Management and Guidelines for Conduct (hereinafter, "Procedures and Guidelines") are adopted pursuant to the provisions of the Ethical Corporate Management Best Practice Principles for TWSE/GTSM-Listed Companies and the applicable laws and regulations of the places where this Corporation and its business groups and organizations operate, with a view to providing all personnel of this Corporation with clear directions for the performance of their duties. |
Article 1 (Purpose of adoption) This Corporation engages in commercial activities following the principles of fairness, honesty, faithfulness, and transparency, and in order to fully implement a policy of ethical management and actively prevent unethical conduct, these Procedures for Ethical Management and Guidelines for Conduct (hereinafter, "Procedures and Guidelines") are adopted pursuant to the provisions of the Ethical Corporate Management Best Practice Principles for TWSE/GTSM-Listed Companies with a view to providing all personnel of this Corporation with clear directions for the performance of their duties. |
Subject to the amendment of Article 6.2 as set forth in Ethical Corporate Management Best Practice Principles for TWSE/GTSM-L isted Companies (hereinafter,"Pri nciples"). |
| Article 3 (Applicable subjects) For the purposes of these Procedures and Guidelines, the term "personnel of this Corporation" refers to any director, supervisor, managerial officer, employee,mandatory or person having substantial control, of this Corporation or its group enterprises and organizations. Any provision, promise, request, or acceptance of improper benefits by any personnel of this Corporation through a third party will be presumed to be an act by the personnel of this Corporation. |
Article 3 (Applicable subjects) For the purposes of these Procedures and Guidelines, the term "personnel of this Corporation" refers to any director, supervisor, managerial officer, employee or person having substantial control, of this Corporation or its group enterprises and organizations. Any provision, promise, request, or acceptance of any benefits in whatever form or name by any personnel of this Corporation through a third party will be presumed to be an act by the personnel of this Corporation. |
Subject to the amendment of Article 2.1 and Article 18 as set forth in Principles. |
| Article 6 (Responsible unit) This Corporation shall designate the Human Resource Department as the solely responsible unit (hereinafter, "responsible unit")under the board of directors and in charge of the amendment, implementation, interpretation, and advisory services with respect to these Procedures and Guidelines, the recording and filing of reports, and the monitoring of implementation. The responsible unit shall be in charge of the following matters and also submit regular reports to the board of directors: 1. Assisting in incorporating ethics and moral values into this Corporation's business strategy and adopting appropriate prevention measures against corruption and malfeasance to ensure ethical management in compliance with the requirements |
Article 6 (Responsible unit) This Corporation shall designate the Human Resource Department as the solely responsible unit (hereinafter, "responsible unit") and in charge of the amendment, implementation, interpretation, and advisory services with respect to these Procedures and Guidelines, the recording and filing of reports, and the monitoring of implementation and also submit regular reports to the board of directors. |
Subject to the amendment of Article 17.2 as set forth in Principles. |
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| Amended Content | Current Content | Current Content | Current Content | Reason for Amendment and Explanation |
|
|---|---|---|---|---|---|
| of laws and regulations. 2. Adopting programs to prevent unethical conduct and setting out in each program the standard operating procedures and conduct guidelines with respect to this Corporation's operations and business. 3. Planning the internal organization, structure, and allocation of responsibilities and setting up check-and-balance mechanisms for mutual supervision of the business activities within the business scope which are possibly at a higher risk for unethical conduct. 4. Promoting and coordinating awareness and educational activities with respect to ethics policy. 5. Developing a whistle-blowing system and ensuring its operating effectiveness. 6. Assisting the board of directors and management in auditing and assessing whether the prevention measures taken for the purpose of implementing ethical management are effectively operating, and preparing reports on the regular assessment of compliance with ethical management in operating procedures. With respect to the matter set forth in preceding Item |
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6, the responsible unit may refer to other unit of this Corporation for assistance if necessary. |
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| Article 7 (Prohibition against providing or accepting improper benefits) Except under one of the following circumstances, when providing, accepting, promising, or requesting, directly or indirectly, any benefitsas specified in Article 5 , the conduct of the given personnel of this Corporation shall comply with the provisions of the Ethical Corporate Management Best Practice Principles for TWSE/GTSM-Listed Companies and these Procedures and Guidelines, and the relevant procedures shall have been carried out: 1. The conduct is undertaken to meet business needs and is in accordance with local courtesy, convention, or custom during domestic (or foreign) visits, reception of guests, promotion of business, and communication and coordination. 2. The conduct has its basis in ordinary social activities that are attended or others are invited to hold in line with accepted social custom, commercial purposes, or developing relationships. 3. Invitations to guests orattendance at |
Article 7 (Prohibition against providing or accepting improper benefits) Except under one of the following circumstances, when providing, accepting, promising, or requesting, directly or indirectly, money, gratuity, service, preferential treatment , entertainment, dining,any other benefits, the conduct of the given personnel of this Corporation shall comply with the provisions of the Ethical Corporate Management Best Practice Principles for TWSE/GTSM-Listed Companies and these Procedures and Guidelines, and the relevant procedures shall have been carried out: 1. Compliance with the requirements of laws and regulations in Corporation's Location. 2. The conduct is undertaken to meet business needs and is in accordance with local courtesy, convention, or custom during domestic (or foreign) visits, reception of guests, promotion of business, and communication and coordination. 3. The conduct has its basis in ordinary social activities that are attended or others are invited toholdin line withaccepted socialcustom, |
Subject to the amendment of Article 1.1 as set forth in Procedures for Ethical Management and Guidelines for Conduct (hereinafter, "Procedures and Guidelines") |
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| 2. 3. |
regulations in Corporation's Location. The conduct is undertaken to meet business needs and is in accordance with local courtesy, convention, or custom during domestic (or foreign) visits, reception of guests, promotion of business, and communication and coordination. The conduct has its basis in ordinary social activities that are attended or others are invited toholdin line withaccepted socialcustom, |
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| Amended Content | Current Content | Reason for Amendment and Explanation |
|---|---|---|
| commercial activities or factory visits in relation to business needs, when the method of fee payment, number of participants, class of accommodations, and the time period for the event or visit have been specified in advance. 4. Attendance at folk festivals that are open to and invite the attendance of the general public. 5. Rewards, emergency assistance, condolence payments, or honorariums from the management. 6. Money, property, or other benefits with a market value of NT$3,000___ or less offered to or accepted from a person other than relatives or friends; or gifts of property with a total market value of NT __10,000___ or less given by another party to the majority of the personnel of this Corporation, provided that the total market value of the property offered to the same counterparty or coming from the same source within a single fiscal year shall be limited to NT$__30,000. 7. Property with a market value of NT$_6,000__ or less received due to engagement, marriage, maternity, relocation, assumption of a position, promotion or transfer, retirement, resignation, or severance, or the injury, illness, or death of the recipient or the recipient's spouse or lineal relative. 8. Other conduct that complies with the rules of this Corporation. |
commercial purposes, or developing relationships. 4. Invitations to guests or attendance at commercial activities or factory visits in relation to business needs, when the method of fee payment, number of participants, class of accommodations, and the time period for the event or visit have been specified in advance. 5. Attendance at folk festivals that are open to and invite the attendance of the general public. 6. Rewards, emergency assistance, condolence payments, or honorariums from the management. 7. Money, property, or other benefits with a market value of NT$3,000___ or less offered to or accepted from a person other than relatives or friends; or gifts of property with a total market value of NT __10,000___ or less given by another party to the majority of the personnel of this Corporation, provided that the total market value of the property offered to the same counterparty or coming from the same source within a single fiscal year shall be limited to NT$__30,000. 8. Property with a market value of NT$_6,000__ or less received due to engagement, marriage, maternity, relocation, assumption of a position, promotion or transfer, retirement, resignation, or severance, or the injury, illness, or death of the recipient or the recipient's spouse or lineal relative. 9. Other conduct that complies with the rules of this Corporation. |
|
| Article 8 (Procedures for handling the acceptance of improper benefits) Except under any of the circumstances set forth in the preceding article, when any personnel of this Corporation are provided with or are promised, either directly or indirectly, any benefitsas specified in Article 5 by a third party, the matter shall be handled in accordance with the following procedures: 1. If there is no relationship of interest between the party providing or offering the benefit and the official duties of this Corporation's personnel, the personnel shall report to their immediate supervisor within 3 days from the acceptance of the benefit, and the responsible unit shall be notified if necessary. 2. If a relationship of interest does exist between the party providing or offering the benefit and the official duties of this Corporation's personnel, the personnel shall return or refuse the benefit, and shall report tohis or her immediate supervisorand |
Article 8 (Procedures for handling the acceptance of improper benefits) Except under any of the circumstances set forth in the preceding article, when any personnel of this Corporation are provided with or are promised, either directly or indirectly, money, gratuity, service, preferential treatment , entertainment, dining, any other benefits by a third party, the matter shall be handled in accordance with the following procedures: 1. If there is no relationship of interest between the party providing or offering the benefit and the official duties of this Corporation's personnel, the personnel shall report to their immediate supervisor within 3 days from the acceptance of the benefit, and the responsible unit shall be notified if necessary. 2. If a relationship of interest does exist between the party providing or offering the benefit and the official duties of this Corporation's personnel, the personnelshall returnor refuse the benefit, and |
To define the scope of authority and adjust the wording. |
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| Amended Content | Current Content | Reason for Amendment and Explanation |
|---|---|---|
| notify the responsible unit. When the benefit cannot be returned, then within 3 days from the acceptance of the benefit, the personnel shall refer the matter to the responsible unit for handling. "A relationship of interest between the party providing or offering the benefit and the official duties of this Corporation's personnel," as referred to in the preceding paragraph, refers to one of the following circumstances: 1. When the two parties have commercial dealings, a relationship of direction and supervision, or subsidies (or rewards) for expenses. 2. When a contracting, trading, or other contractual relationship is being sought, is in progress, or has been established. 3. Other circumstances in which a decision regarding this Corporation's business, or the execution or non-execution of business, will result in a beneficial or adverse impact. The responsible unit of this Corporation shall make a proposal, based onthe nature and value of the benefit under paragraph 1, that it be returned, accepted on payment, given to the public, donated to charity, or handled in another appropriate manner. The proposal shall be implemented after being reported and approved by the supervisor in charge. |
shall report to his or her immediate supervisor and notify the responsible unit. When the benefit cannot be returned, then within 3 days from the acceptance of the benefit, the personnel shall refer the matter to the responsible unit for handling. "A relationship of interest between the party providing or offering the benefit and the official duties of this Corporation's personnel," as referred to in the preceding paragraph, refers to one of the following circumstances: 1. When the two parties have commercial dealings, a relationship of direction and supervision, or subsidies (or rewards) for expenses. 2. When a contracting, trading, or other contractual relationship is being sought, is in progress, or has been established. 3. Other circumstances in which a decision regarding this Corporation's business, or the execution or non-execution of business, will result in a beneficial or adverse impact. The responsible unit of this Corporation shall make a proposal, based on theproperty and value of the benefit under paragraph 1, that it be returned, accepted on payment, given to the public, donated to charity, or handled in another appropriate manner. The proposal shall be implemented after being reported and approved by the supervisor in charge. |
|
| Article 12 (Recusal) When a Company director ,officer or other stakeholder attending or present at a board meeting, or the juristic person represented thereby, has a stake in a proposal at the meeting , that director, officer or stakeholder shall state the important aspects of the stake in the meeting and, where there is a likelihood that the interests of this Corporation would be prejudiced, may not participate in the discussion or vote on that proposal, shall recues himself or herself from any discussion and voting, and may not exercise voting rights as proxy on behalf of another director. The directors shall exercise discipline among themselves, and may not support each other in an inappropriate manner. |
Article 12 (Recusal) The company director of his corporation shall be highly disciplined ,present at a board meeting, or the juristic person represented thereby, has a stake in a proposal at the meeting ,where there is a likelihood that the interests of this Corporation would be prejudiced,shall pronounce and consultation, may not participate in the discussion or vote on that proposal, shall recues himself or herself from any discussion and voting, and may not exercise voting rights as proxy on behalf of another director. The directors shall exercise discipline among themselves, and may not support each other in an inappropriate manner. |
Subject to the amendment of Article 19.2 as set forth in Principles. |
| Article 13 (Special unit in charge of confidentiality regime and its responsibilities) This Corporation shall set up a special unit charged with formulating and implementing procedures for managing, preserving, and maintaining the confidentiality of this Corporation's trade secrets, trademarks, patents, works and other intellectual properties andit shallalso conduct periodical |
Article 13 (Special unit in charge of confidentiality regime and its responsibilities) This Corporation shall set up a special unit for trade secrets charged with formulating and implementing procedures for managing, preserving, and maintaining the confidentiality of this Corporation's trade secrets and it shall also conduct periodical reviews ontheresults of implementationto ensure |
Subject to the amendment of Article 14 as set forth in Principles. |
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| Amended Content | Current Content | Reason for Amendment and Explanation |
|---|---|---|
| reviews on the results of implementation to ensure the sustained effectiveness of the confidentiality procedures. All personnel of this Corporation shall faithfully follow the operational directions pertaining to intellectual properties as mentioned in the preceding paragraph and may not disclose to any other party any trade secrets, trademarks, patents, works, and other intellectual properties of this Corporation of which they have learned, nor may they inquire about or collect any trade secrets, trademarks, patents, and other intellectual properties of this Corporation unrelated to their individual duties. |
the sustained effectiveness of the confidentiality procedures. |
|
| Article 14 (Prohibition against unfair competition) This Corporation shall follow the Fair Trade Act and applicable competition laws and regulations when engaging in business activities, and may not fix prices, make rigged bids, establish output restrictions or quotas, or share or divide markets by allocating customers, suppliers, territories or lines of commerce. |
Article 14(Prohibition against insider trading ) All Company personnel of this Corporation shall faithfully follow the operational directions of this Corporation's trade secrets,and may not disclose to any other party any trade secrets, , nor may they inquire about or collect any trade secrets of this Corporation unrelated to their individual duties. |
Subject to the amendment of Article 15 as set forth in Principles. |
| Article 15 (Adopt product or service damage stakeholders) This Corporation shall collect and understand the applicable laws and regulations and international standards governing its products and services which it shall observe and gather and publish all guidelines to cause personnel of this Corporation to ensure the transparency of information about, and safety of, the products and services in the course of their research and development, procurement, manufacture, provision, or sale of products and services. This Corporation shall adopt and publish on its website, a policy on the protection of the rights and interests of consumers or other stakeholders to prevent its products and services from directly or indirectly damaging the rights and interests, health, and safety of consumers or other stakeholders. Where there are media reports, or sufficient facts to determine, that this Corporation's products or services are likely to pose any hazard to the safety and health of consumers or other stakeholders, this Corporation shall, recall those products or suspend the services, verify the facts and present a review and improvement plan. The responsible unit of this Corporation shall report the event as in the preceding paragraph, actions taken, and subsequent reviews and corrective measures taken to the board of directors. |
Article 15 Exchange |
Subject to the amendment of Article 16 as set forth in Principles. |
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| Amended Content | Current Content | Reason for Amendment and Explanation |
|---|---|---|
| Article 16 (Non-disclosure agreement) All Company personnel shall adhere to the provisions of the Securities and Exchange Act, and may not take advantage of undisclosed information of which they have learned to engage in insider trading. Personnel are also prohibited from divulging undisclosed information to any other party, in order to prevent other party from using such |
Article 16 (Non-disclosure agreement) Any organization or person outside of this Corporation that is involved in any merger, demerger, acquisition and share transfer, major memorandum of understanding, strategic alliance, other business partnership plan, or the signing of a major contract by this Corporation shall be required to sign a non-disclosure agreement in which they undertake not to disclose to any other party any trade secret or other material information of this Corporation acquired as a result, and that they may not use such information without the prior consent of this Corporation. |
Adjustment to the wording. |
information to engage in insider trading. Any organization or person outside of this Corporation that is involved in any merger, demerger, acquisition and share transfer, major memorandum of understanding, strategic alliance, other business partnership plan, or the signing of a major contract by this Corporation shall be required to sign a non-disclosure agreement in which they undertake not to disclose to any other party any trade secret or other material information of this Corporation acquired as a result, and that they may not use such information without the prior consent of this Corporation. |
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| Article 18 (Ethical management evaluation prior to development of commercial relationships) 1. The enterprise's nationality, location of business operations, organizational structure, and management policy, and place where it will make payment. 2. Whether the enterprise has adopted an ethical management policy, and the status of its implementation. 3. Whether enterprise's business operations are located in a country with a high risk of corruption. 4. Whether the business operated by the enterprise is in an industry with a high risk of bribery. 5. The long-term business condition and degree of goodwill of the enterprise. 6. Consultation with the enterprise's business partners on their opinion of the enterprise. 7. Whether the enterprise has a record of involvement in unethical conduct such as bribery or illegal political contributions. |
Article 18 (Ethical management evaluation prior to development of commercial relationships) 1. The enterprise's nationality, location of business operations, organizational structure, and management policy, and place where it will make payment. 2. Whether the enterprise has adopted an ethical management policy, and the status of its implementation. 3. Whether enterprise's business operations are located in a country with a high risk of corruption. 4. Whether the business operated by the enterprise is in an industry with a high risk of bribery. 5. The long-term business condition and degree of goodwill of the enterprise. 6. Consultation with the enterprise's business partners on their opinion of the enterprise. 7. Whether the enterprise has a record of unethical conduct such as bribery or illegal political contributions. |
Subject to the amendment of Article 9.2 as set forth in Principles. |
| Article 19 (Statement of ethical management policy to counterparties in commercial dealings) Any personnel of this Corporation, when engaging in commercial activities, shall make a statement to the trading counterparty about this Corporation's ethical management policy and related rules, and shall clearly refuse to provide, promise, request, or accept, directly or indirectly, any improper benefit in whatever form or name. |
Article 19 (Statement of ethical management policy to counterparties in commercial dealings) Any personnel of this Corporation, when engaging in commercial activities, shall make a statement to the trading counterparty about this Corporation's ethical management policy and related rules, and shall clearly refuse to provide, promise, request, or accept, directly or indirectly, any improper benefit in whatever form or name, include gratuity, |
Adjustment to the wording. |
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| Amended Content | Current Content | Reason for Amendment and Explanation |
|---|---|---|
| commission, or any other item of value in whatever form or name. |
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| Article 20 (Avoidance of commercial dealings with unethical operators) All personnel of this Corporation shall avoid business transactions with an agent, supplier, customer, or other counterparty in commercial interactions that isinvolved in unethicalconduct . When the counterparty or partner in cooperation is found to have engaged in unethical conduct, the personnel shall immediately cease dealing with the counterparty and blacklist it for any further business interaction in order to effectively implement this Corporation's ethical management policy. |
Article 20 (Avoidance of commercial dealings with unethical operators) All personnel of this Corporation shall avoid business transactions with an agent, supplier, customer, or other counterparty in commercial interactions that is unethicalmanagement .When the counterparty or partner in cooperation is found to have engaged in unethical conduct, the personnel shall immediately cease dealing with the counterparty and blacklist it for any further business interaction in order to effectively implement this Corporation's ethical management policy. |
Subject to the amendment of Article 9.2 as set forth in Principles. |
| Article 21 (Stipulation of terms of ethical management in contracts) Before entering into a contract with another party, this Corporation shall gain a thorough knowledge of the status of the other party's ethical management, and shall make observance of the ethical management policy of this Corporation part of the terms and conditions of the contract, stipulating at the least the following matters: 1. When a party to the contract becomes aware that any personnel has violated the terms and conditions pertaining to prohibition ofacceptance of commissions, rebates, or otherimproper benefits, the party shall immediately notify the other party of the violator's identity, the manner in which the provision, promise, request, or acceptance was made, and the monetary amount or otherimproper benefit that was provided, promised, requested, or accepted. The party shall also provide the other party with pertinent evidence and cooperate fully with the investigation. If there has been resultant damage to either party, the party may claim, and may also deduct the amount of the damages from the contract price payable. …… |
Article 21 (Stipulation of terms of ethical management in contracts) Before entering into a contract with another party, this Corporation shall gain a thorough knowledge of the status of the other party's ethical management, and shall make observance of the ethical management of the terms and conditions of the contract, stipulating at the least the following matters: 1. When a party to the contract becomes aware that any personnel has violated the terms and conditions pertaining to prohibition of commissions, rebates, or other benefits, the party shall immediately notify the other party of the violator's identity, the manner in which the provision, promise, request, or acceptance was made, and the monetary amount or other benefit that was provided, promised, requested, or accepted. The party shall also provide the other party with pertinent evidence and cooperate fully with the investigation. If there has been resultant damage to either party, the party may claim, and may also deduct the amount of the damages from the contract price payable. …… |
Adjustment to the wording. |
| Article 22 (Whistle blowing procedure and incentive | Article 22 personnel |
Subject to the amendment of Article 23 as set forth in Principles. |
reward) As an incentive to insiders and outsiders for informing of unethical or unseemly conduct, this Corporation will grant a reward: 1. The seriousness is the truth : NT$_1,000__. 2.The actual damage by the seriousness : additional reward not less than NT$_3,000___. 3. Insiders may also be praised publicly as a reward. Nevertheless, insiders having made a false report or malicious accusation shall be subject to |
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| Amended Content | Current Content | Reason for Amendment and Explanation |
|
|---|---|---|---|
| disciplinary action and be removed from office if the circumstance concerned is material. This Corporation shall internally establish and publicly announce on its website and the intranet, or provide through an independent external institution, an independent mailbox or hotline, for Company insiders and outsiders to submit reports. A whistleblower shall at least furnish the following information: 1. The whistleblower’s name and I.D. number, and an address, telephone number and e-mail address where it can be reached. 2. The informed party's name or other information sufficient to distinguish its identifying features. 3. Specific facts available for investigation. Company personnel handling whistle-blowing matters shall represent in writing they will keep the whistleblowers’identity and contents of information confidential. This Corporation also undertakes to protect the whistleblowers from improper treatment due to their whistle-blowing. The responsible unit of this Corporation shall observe the following procedure: 1.An information shall be reported to the department head if involving the rank and file and to an independent director or supervisor if involving a director or a senior executive. 2.The responsible unit of this Corporation and the department head or personnel being reported to in the preceding subparagraph shall immediately verify the facts and, where necessary, with the assistance of the legal compliance or other related department. 3.If a person being informed of is confirmed to have indeed violated the applicable laws and regulations or this Corporation's policy and regulations of ethical management, this Corporation shall immediately require the violator to cease the conduct and shall make an appropriate disposition. When necessary, this Corporation will institute legal proceedings and seek damages to safeguard its reputation and its rights and interests. 4.Documentation of case acceptance, investigation processes and investigation results shall be retained for five years and may be retained electronically. In the event of a suit in respect of the whistle blowing case before the retention period expires, the relevant information shall continue to be retained until the conclusion of the litigation. 5.With respect to a confirmed information, this Corporation shall charge relevant units with the |
proceedings and seek damages to safeguard its reputation and its rights and interests. In a case the unethical conduct has indeed ,this Corporation shall charge relevant units with the task |
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of reviewing the internal control system and relevant |
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procedures and proposing corrective measures to prevent recurrence. The responsible unit of this Corporation shall submit to the board of directors a report on the whistle blowing case, actions taken, and subsequent reviews and corrective measures. |
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| Amended Content | Current Content | Reason for Amendment and Explanation |
|
|---|---|---|---|
| task of reviewing the internal control system and relevant procedures and proposing corrective measures to prevent recurrence. 6.The responsible unit of this Corporation shall submit to the board of directors a report on the whistle blowing case, actions taken, and subsequent reviews and corrective measures. |
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| Article 24 (Establishment of a system for rewards, penalties, and complaints, and related disciplinary measures) The responsible unit of this Corporation shall organize the awareness sessions each year and arrange for the chairperson, general manager, or senior management to communicate the importance of ethics to its directors and employees. This Corporation shall link ethical management to employee performance evaluations and human resources policy, and establish clear and effective systems for rewards, penalties, and complaints. If any personnel of this Corporation seriously violates ethical conduct, this Corporation shall dismiss the personnel from his or her position or terminate his or her employment in accordance with applicable laws and regulations or the personnel policy and procedures of this Corporation. This Corporation shall disclose on its intranet information the name and title of the violator, the date and details of the violation, and the actions taken in response. |
Article 24 (Establishment of a system for rewards, penalties, and complaints, and related disciplinary measures) This Corporation shall link ethical management to employee performance evaluations and human resources policy, and establish clear and effective systems for rewards, penalties, and complaints. If any personnel of this Corporation seriously violates ethical conduct, this Corporation shall dismiss the personnel from his or her position or terminate his or her employment in accordance with applicable laws and regulations or the personnel policy and procedures of this Corporation. This Corporation shall disclose on its intranet information the name and title of the violator, the date and details of the violation, and the actions taken in response. |
Subject to the amendment of Article 22.1 as set forth in Principles. |
|
| Article 25 (Enforcement) These Procedures and Guidelines, and any amendments hereto, shall be implemented after adoption by resolution of the board of directors, and shall be delivered toAudit Committee and reported to the shareholders meeting. When these Procedures and Guidelines are submitted to the board of directors for discussion, each independent director's opinions shall be taken into full consideration, and their objections and reservations expressed shall be recorded in the minutes of the board of directors meeting. An independent director that is unable to attend a board meeting in person to express objection or reservation |
Article 25 (Enforcement) These Procedures and Guidelines, and any amendments hereto, shall be implemented after adoption by resolution of the board of directors, and shall be delivered toSupervisors and reported to the shareholders meeting. Date：2012.3.20 (Enacted) |
Subject to the amendment of Article 27 as set forth in Principles. Adding update to Amendment date . |
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shall provide a written opinion before the board meeting unless there is a legitimate reason to do otherwise, and the opinion shall be recorded in the minutes of the board of directors meeting. Date：2012.3.20 (Enacted) Date：2015.7.7 (Amended) |
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Schedule 5 【 】
Independent Auditors’ Report
The Board of Directors Primax Electronics Ltd.:
We have audited the accompanying balance sheets of Primax Electronics Ltd. as of December 31, 2015 and 2014, and the related statements of comprehensive income, changes in stockholders’ equity, and cash flows for the years ended December 31, 2015 and 2014. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We did not audit the financial statements of certain investees accounted for under the equity method. Those financial statements were audited by other auditors, and our opinion, insofar as it relates to that investment, is based solely on the reports of the other auditors. The Company’s investment in these companies amounted to $1,216,301 and $2,702,548 thousand, constituting 4% and 12% of the total assets, as of December 31, 2015 and 2014, respectively. The related share of profit of associates accounted for using the equity method amounted to $166,222 and $149,981 thousand, constituting 9% of the net profit before tax, for the years ended December 31, 2015 and 2014, respectively.
We conducted our audits in accordance with auditing standards generally accepted in the Republic of China. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits and the reports of the other auditors provide a reasonable basis for our opinion.
In our opinion, based on our audits and the reports of other auditors, the accompanying financial statements referred to in the first paragraph present fairly, in all material respects, the financial position of Primax Electronics Ltd. as of December 31, 2015 and 2014, and the results of its operations and cash flows for the years then ended, in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
March 24, 2016
The accompanying financial statements are intended only to present the financial position, results of operations, and cash flows in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers. The standards, procedures and practices to audit such financial statements are those generally accepted and applied in the Republic of China.
The auditors’ report and the accompanying 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 auditors’ report and financial statements, the Chinese version shall prevail.
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December 31, 2014 |
Amount % |
2,148,800 9 |
7,493 - |
8,026,918 36 |
22,902 - |
902,386 4 |
387,912 2 |
60,855 - |
600,000 3 |
12,157,266 54 |
12,157,266 54 |
900,000 4 |
63,143 - |
282,116 1 |
282,116 1 |
1,245,259 5 |
13,402,525 59 |
4,346,578 19 |
38,903 - |
673,543 3 |
456,853 2 |
97,300 1 |
3,132,488 14 |
404,848 2 |
404,848 2 |
9,150,513 41 |
9,150,513 41 |
22,553,038 100 |
22,553,038 100 |
|||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2015 | Amount % |
$ 1,120,518 4 |
264 - |
11,340,202 41 |
52,765 - |
1,583,478 6 |
411,680 1 |
147,176 1 |
548,889 2 |
15,204,972 55 |
767,778 3 |
1,018,732 3 |
274,053 1 |
2,060,563 7 |
17,265,535 62 |
4,411,877 16 |
15,174 - |
777,368 3 |
611,322 2 |
97,300 - |
3,951,934 15 |
565,406 2 |
10,430,381 38 |
$ 27,695,916 100 |
||||||||||||||||
| December 31, 2014 | Amount % Liabilities and equity |
Current liabilities: | 3,001,879 13 Short-term borrowings (note 6(j)) |
Notes and accounts payable | 21,165 - Accounts payable–related parties (note 7) |
7,580,133 34 Financial liabilities at fair value through profit or |
loss–current (note 6(b)) | 1,102,500 5 Other payables (note 7) |
9,664 - Salary payable (note 6(p)) |
1,458,489 7 Other current liabilities |
23,765 - Current portion of long-term borrowings |
13,197,595 59 (note 6(k)) |
Non-current liabilities: | Long-term borrowings (note 6(k)) | 275,536 2 Long-term deferred revenue (note 6(g)) |
Other non-current liabilities (notes 6(m) and (n)) | 8,596,698 38 |
61,287 - Total liabilities |
262,269 1 |
37,997 - Common stock (note 6(o)) |
64,021 - Capital collected in advance (note 6(o)) |
57,635 - Capital surplus (note 6(o)) |
9,355,443 41 Legal reserve (note 6(o)) |
Special reserve (note 6(o)) | Unappropriated retained earnings (note 6(o)) | Other equity | Total equity |
22,553,038 100 Total liabilities and equity |
||||||||||||
| December 31, 2015 | Amount % |
$ 2,267,560 8 |
79,052 - |
9,321,764 34 |
2,052,505 8 |
28,841 - |
2,551,571 9 |
28,453 - |
16,329,746 59 |
567,897 2 |
10,088,961 37 |
65,554 - |
258,709 1 |
29,514 - |
293,519 1 |
62,016 - |
11,366,170 41 |
$ 27,695,916 100 |
||||||||||||||||||||||
| Assets | Current assets: | Cash and cash equivalents (note 6(a)) | Financial assets at fair value through profit or loss– | current (note 6(b)) | Accounts receivable (note 6(d)) | Accounts receivable–related parties (notes 6(d) | and 7) | Other receivables (notes 6(d) and 7) | Inventories, net (note 6(e)) | Other current assets | Non-current assets: | Available-for-sale financial assets–non-current | (note 6(c)) | Investments accounted for using equity method | (note 6(f)) | Property, plant and equipment (note 6(g)) | Investment property, net (note 6(h)) | Intangible assets (note 6(i)) | Deferred tax assets (note 6(n)) | Other non-current assets | Total assets |
-23-
PRIMAX ELECTRONICS LTD.
Statements of Comprehensive Income
For the years ended December 31, 2015 and 2014 (expressed in thousands of New Taiwan dollars, except earnings per share)
| Operating revenue (notes 6(r) and 7) $ Operating cost (notes 6(e), (m), (o), (p), and (s), 7 and 12) Gross profit Operating expenses (notes 6(m), (o), (p), and (s), 7 and 12): Selling expenses Administrative expenses Research and development expenses Net operating income Non-operating income and expenses: Other income (note 6(t)) Other gains and losses (notes 6(c) and (u)) Share of profit of subsidiaries accounted for using equity method Finance costs (note 6(v)) Income before income taxes Income tax expense (note 6(n)) Net income Other comprehensive income (loss): Items that may not be reclassified subsequently to profit or loss: Actuarial gains on defined benefit plans Items that may be reclassified subsequently to profit or loss: Exchange differences on translation of foreign operation’s financial statements Unrealized gains and (losses) on available-for-sale financial assets (note 6(c)) Other comprehensive income (after tax) Comprehensive income $ Earnings per share (note 6(q)): Basic earnings per share (NT dollars) $ Diluted earnings per share (NT dollars) $ |
2015 | % 100 94 6 1 1 2 4 2 - - 1 - 1 3 - 3 - - - - - - 3 4.06 4.01 |
2014 | |||||
|---|---|---|---|---|---|---|---|---|
| Amount 51,638,181 48,703,633 2,934,548 610,013 414,570 983,295 2,007,878 926,670 22,053 283,488 755,092 (53,380 ) 1,007,253 1,933,923 160,801 1,773,122 (8,100 ) (8,100 ) (71,337) 294,053 222,716 214,616 1,987,738 |
Amount 42,356,385 39,690,606 2,665,779 643,337 388,961 880,132 1,912,430 753,349 27,467 120,397 949,194 (217,073 ) 879,985 1,633,334 88,644 1,544,690 3,344 3,344 322,245 945 323,190 326,534 1,871,224 |
% | ||||||
| 100 94 6 1 1 2 4 2 - - 2 - 2 4 - 4 - - - - - - 4 3.57 3.52 |
||||||||
See accompanying notes to financial statements.
-24-
| Total equity | 7,541,567 | 1,544,690 | 326,534 | 1,871,224 | - | - | (347,105) | - | - | 21,751 | 14,487 | 48,589 | - | 9,150,513 | 1,773,122 | 214,616 | 1,987,738 | - | (791,107) | - | - | 46,477 | 4,087 | 32,673 | - | 10,430,381 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Exchange | Capital Retained earnings differences on |
translation of | foreign Unrealized |
Capital Unappropriated operation’s gains (losses) on Unearned |
Common collected Capital Legal Special retained financial available-for-sale employee |
stock in advance surplus reserve reserve earnings statements financial assets compensation |
Balance on January 1, 2014 $ 4,335,733 3,796 648,747 389,998 138,192 1,957,522 100,137 (238) (32,320) |
Net income in 2014 - - - - - 1,544,690 - - - |
Other comprehensive income in 2014 - - - - - 3,344 322,245 945 - |
Comprehensive income in 2014 - - - - - 1,548,034 322,245 945 - |
Appropriation and distribution of retained earnings (note 1): | Legal reserve - - - 66,855 - (66,855) - - - |
Special reserve - - - - (40,892) 40,892 - - - |
Cash dividends - - - - - (347,105) - - - |
Issuance of restricted stock 3,550 - 11,576 - - - - - (15,126) |
Retirement of restricted stock (3,200) - (4,254) - - - - - 7,454 |
Amortization expense of restricted stock - - - - - - - - 21,751 |
Compensation cost of share-based payment - - 14,487 - - - - - - |
Exercise of employee stock options - 48,589 - - - - - - - |
Issuance of common stock for employee stock options and abandonment 10,495 (13,482 ) 2,987 - - - - - - |
Balance on December 31, 2014 4,346,578 38,903 673,543 456,853 97,300 3,132,488 422,382 707 (18,241) |
Net income in 2015 - - - - - 1,773,122 - - - |
Other comprehensive income in 2015 - - - - - (8,100 ) (71,337 ) 294,053 - |
Comprehensive income in 2015 - - - - - 1,765,022 (71,337 ) 294,053 - |
Appropriation and distribution of retained earnings (note 2): | Legal reserve - - - 154,469 - (154,469) - - - |
Cash dividends - - - - - (791,107) - - - |
Issuance of restricted stock 30,000 - 91,693 - - - - - (121,693) |
Retirement of restricted stock (2,800) - (10,258) - - - - - 13,058 |
Amortization expense of restricted stock - - - - - - - - 46,477 |
Compensation cost of share-based payment - - 4,087 - - - - - - |
Exercise of employee share options - 32,673 - - - - - - - |
Issuance of common stock for employee stock options and abandonment 38,099 (56,402 ) 18,303 - - - - - - |
Balance on December 31, 2015 $ 4,411,877 15,174 777,368 611,322 97,300 3,951,934 351,045 294,760 (80,399 ) |
Note 1: Directors’and supervisors’remuneration of $12,000 and employee bonuses of $32,000 have been deducted from the statement of comprehensive income for 2014. | Note 2: Directors’and supervisors’remuneration of $27,800 and employee bonuses of $71,000 have been deducted from the statement of comprehensive income for 2015. |
-25-
PRIMAX ELECTRONICS LTD.
Statements of Cash Flows
For the years ended December 31, 2014 and 2013
(expressed in thousands of New Taiwan dollars)
| Cash flows from operating activities: Income before income taxes Adjustments: Adjustments to reconcile profit (loss): Depreciation and amortization Losses (gains) related to inventories Provision (reversal of provision) for bad debt allowance and sales returns and allowances Interest expenses Interest income Compensation cost of share-based payment Amortization expense of restricted stock Share of profit of associates accounted for using equity method Gain on disposal of property, plant and equipment Gain on disposal of financial assets Impairment loss on financial assets Changes in operating assets and liabilities: Accounts receivable (including related parties) Other receivables Inventories Other current assets Other Changes in operating assets Notes and accounts payable (including related parties) Salary payable Other payables Other current liabilities Other non-current liabilities Other Changes in operating liabilities Changes in operating assets and liabilities Adjustments Cash flows from operations Interest received Interest paid Income taxes paid Net cash flows provided by operating activities Cash flows from investing activities: Acquisition of available-for-sale financial assets Refund from capital reduction of available-for-sale financial assets Acquisition of investments accounted for using equity method Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Acquisition of other deferred assets Increase in refundable deposits Other Net cash flows used in investing activities Cash flows from financing activities: Increase in short-term borrowings Increase in long-term borrowings Increase in guarantee deposits Cash dividends Exercise of employee stock options Net cash flows provided by financing activities Net increase in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year |
2014 1,633,334 41,404 63,376 23,746 60,684 (17,500) 8,523 21,751 (949,194) (921) (4,134) 3,500 (748,765 ) (1,746,140) 40,551 265,840 17,019 8,778 (1,413,952 ) 1,978,977 175,018 101,680 2,084 63,143 29,720 2,350,622 936,670 187,905 1,821,239 17,500 (60,621) (263,049 ) 1,515,069 (245,600) 4,616 (2,578,698) (12,623) 2,126 (5,337) 1,531 (35 ) (2,834,020 ) 1,489,900 1,500,000 42,775 (347,105) 48,589 2,734,159 1,415,208 1,586,671 3,001,879 |
2013 859,291 47,838 21,376 (9,244) 16,538 (2,736) 9,903 5,418 (9,687) - - - 79,406 (543,788) 152,646 127,706 35,838 (18,012 ) (245,610 ) 713,211 (37,914) (165,062) (134,998) - 29,940 405,177 159,567 238,973 1,098,264 2,736 (16,448) (97,758 ) 986,794 - - (719,576) (21,687) - (10,275) - (1,026 ) (752,564 ) 658,900 - 38,243 (647,019) 37,731 87,855 322,085 1,264,586 1,586,671 |
||
|---|---|---|---|---|
| $ $ |
See accompanying notes to financial statements.
-26-
Independent Auditors’ Report
The Board of Directors Primax Electronics Ltd.:
We have audited the accompanying consolidated balance sheets of Primax Electronics Ltd. and its subsidiaries as of December 31, 2015 and 2014, and the related consolidated statements of comprehensive income, changes in stockholders’ equity, and cash flows for the years ended December 31, 2015 and 2014. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We did not audit the financial statements of certain subsidiaries. Those financial statements were audited by other auditors, and our opinion, insofar as it relates to those subsidiaries, is based solely on the reports of the other auditors. As of December 31, 2015 and 2014, the assets of these subsidiaries amounted to NT$7,046,529 and NT$3,256,659 thousand, respectively, constituting 17% and 10%, respectively, of the consolidated total assets. For the years ended December 31, 2015 and 2014, the operating revenue of these subsidiaries amounted to NT$8,734,357 and NT$6,277,916 thousand, respectively, constituting 13% and 12%, respectively, of the consolidated operating revenue.
We conducted our audits in accordance with auditing standards generally accepted in the Republic of China. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits and the reports of the other auditors provide a reasonable basis for our opinion.
In our opinion, based on our audits and the reports of the other auditors, the accompanying consolidated financial statements referred to in the first paragraph present fairly, in all material respects, the financial position of Primax Electronics Ltd. and its subsidiaries as of December 31, 2015 and 2014, and the results of their operations and their cash flows for the years then ended, in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations and SIC Interpretations endorsed by the Financial Supervisory Commission in the Republic of China.
-27-
Primax Electronics Ltd. has prepared annual individual financial reports as of and for the years ended December 31, 2015 and 2014, on which we have issued a modified unqualified opinion.
March 24, 2016
The accompanying consolidated financial statements are intended only to present the financial position, results of operations, and cash flows in accordance with the International Financial Reporting Standards and interpretations endorsed by the Financial Supervisory Commission in the Republic of China. The standards, procedures and practices to audit such consolidated financial statements are those generally accepted and applied in the Republic of China.
The 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 auditors’ report and financial statements, the Chinese version shall prevail.
-28-
December 31, 2014 |
Amount % |
2,148,800 7 |
12,613,211 41 |
80,590 - |
2,628,533 9 |
1,055,208 3 |
128,415 - |
600,000 2 |
19,254,757 62 |
900,000 3 |
130,840 - |
429,429 2 |
1,460,269 5 |
20,715,026 67 |
4,346,578 14 |
38,903 - |
673,543 2 |
456,853 2 |
97,300 - |
3,132,488 10 |
404,848 1 |
1,158,234 4 |
1,158,234 4 |
10,308,747 33 |
10,308,747 33 |
31,023,773 100 |
31,023,773 100 |
||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2015 | Amount % |
$ 1,350,569 3 |
18,723,930 45 |
60,105 - |
3,891,786 9 |
1,227,107 3 |
279,120 1 |
622,347 2 |
26,154,964 63 |
1,055,140 2 |
1,084,133 3 |
520,911 1 |
2,660,184 6 |
28,815,148 69 |
4,411,877 11 |
15,174 - |
777,368 2 |
611,322 1 |
97,300 - |
3,951,934 10 |
565,406 1 |
2,486,204 6 |
12,916,585 31 |
$ 41,731,733 100 |
|||||||||||||||||||
| Consolidated Balance Sheets | December 31, 2015 and 2014 | (expressed in thousands of New Taiwan dollars) | December 31, 2015 December 31, 2014 |
Amount % Amount % Liabilities and equity |
Current liabilities: | $ 7,623,380 18 6,814,023 22 Short-term borrowings (note 6(k)) |
Notes and accounts payable | 88,717 - 96,285 - Financial liabilities at fair value through profit or |
14,424,622 35 10,453,148 34 loss–current (note 6(b)) |
Other payables (note 7) | 54,995 - 60,581 - Salary payable (note 6(q)) |
462,242 1 370,254 1 Other current liabilities |
7,350,609 18 4,810,978 15 Current portion of long-term borrowings |
408,596 1 473,067 2 (note 6(l)) |
30,413,161 73 23,078,336 74 |
Non-current liabilities: | Long-term borrowings (note 6(l)) | Long-term deferred revenue (note 6(h)) | 584,430 1 292,916 1 Other non-current liabilities (notes 6(n) and (o)) |
6,284,023 15 3,935,145 13 |
258,709 1 262,269 1 Total liabilities |
3,322,191 8 2,916,644 10 |
390,414 1 154,691 - Equity attributable to stockholders of parent: |
306,125 1 198,151 1 Common stock (note 6(p)) |
172,680 - 185,621 - Capital collected in advance (note 6(p)) |
11,318,572 27 7,945,437 26 Capital surplus (note 6(p)) |
Legal reserve (note 6(p)) | Special reserve (note 6(p)) | Unappropriated retained earnings (note 6(p)) | Other equity | Non-controlling interests | Total equity |
$ 41,731,733 100 31,023,773 100 Total liabilities and equity |
||||||||||
| Assets | Current assets: | Cash and cash equivalents (note 6(a)) | Financial assets at fair value through profit or loss– | current (note 6(b)) | Notes and accounts receivable, net (note 6(d)) | Accounts receivable–related parties, net | (notes 6(d) and 7) | Other receivables (note 6(d)) | Inventories, net (note 6(e)) | Other current assets (note 8) | Non-current assets: | Available-for-sale financial assets–non-current | (note 6(c)) | Property, plant and equipment (notes 6(h) and 8) | Investment property, net (note 6(i)) | Intangible assets (note 6(j)) | Deferred tax assets (note 6(o)) | Long-term prepaid rent (note 8) | Other non-current assets (note 8) | Total assets |
-29-
PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Consolidated Statements of Comprehensive Income
For the years ended December 31, 2015 and 2014 (expressed in thousands of New Taiwan dollars, except earnings per share)
| Operating revenue (notes 6(s) and 7) $ Operating cost (notes 6(e), (n), (p), (q) and (t) and 12) Gross profit Operating expenses (notes 6(f), (n), (p), (q) and (t), 7 and 12): Selling expenses Administrative expenses Research and development expenses Net operating income Non-operating income and expenses: Other income (note 6(u)) Other gains and losses (notes 6(c) and (v)) Share of profit of subsidiaries accounted for using equity method Finance costs (note 6(w)) Income before income taxes Income tax expense (note 6(o)) Net income Other comprehensive income (loss): Items that may not be reclassified subsequently to profit or loss: Actuarial gains on defined benefit plans Items that may be reclassified subsequently to profit or loss: Exchange differences on translation of foreign operation’s financial statements Unrealized gains and losses on available-for-sale financial assets (note 6(c)) Other comprehensive income (after tax) Comprehensive income $ Net income attributable to: Stockholders of parent $ Non-controlling interests $ Comprehensive income attributable to: Stockholders of parent $ Non-controlling interests $ Earnings per share (note 6(r)): Basic earnings per share (NT dollars) $ Diluted earnings per share (NT dollars) $ |
2015 | % 100 89 11 2 2 3 7 4 - - - - - 4 1 3 - - - - - - 3 3 - 3 3 - 3 4.06 4.01 |
2014 | |||||
|---|---|---|---|---|---|---|---|---|
| Amount 65,589,293 58,448,955 7,140,338 1,589,527 1,278,142 2,104,487 4,972,156 2,168,182 178,824 282,395 3,772 (160,220 ) 304,771 2,472,953 656,018 1,816,935 (8,540 ) (8,540 ) (60,203) 294,053 233,850 225,310 2,042,245 1,773,122 43,813 1,816,935 1,987,738 54,507 2,042,245 |
Amount 52,239,777 46,020,978 6,218,799 1,423,129 1,072,677 1,893,251 4,389,057 1,829,742 290,465 150,323 - (222,949 ) 217,839 2,047,581 438,614 1,608,967 3,344 3,344 337,984 945 338,929 342,273 1,951,240 1,544,690 64,277 1,608,967 1,871,224 80,016 1,951,240 |
% | ||||||
| 100 88 12 3 2 3 8 4 - - - - - 4 1 3 - - 1 - 1 1 4 3 - 3 4 - 4 3.57 3.52 |
||||||||
See accompanying notes to consolidated financial statements.
-30-
| Non- | controlling | interests Total equity |
interests Total equity |
- 7,541,567 |
64,277 1,608,967 |
15,739 342,273 |
80,016 1,951,240 |
- - |
- - |
- (347,105) |
- - |
- - |
- 21,751 |
18 14,505 |
- 48,589 |
- - |
1,078,200 1,078,200 |
1,078,200 1,078,200 |
1,158,234 10,308,747 | 43,813 1,816,935 |
10,694 225,310 |
54,507 2,042,245 |
- - |
- (791,107) |
- - |
- - |
- 46,477 |
653 4,740 |
- 32,673 |
- - |
1,272,810 1,272,810 |
1,272,810 1,272,810 |
2,486,204 12,916,585 |
|||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Total |
7,541,567 | 1,544,690 | 326,534 | 1,871,224 | - | - | (347,105) | - | - | 21,751 | 14,487 | 48,589 | - | - | 9,150,513 | 1,773,122 | 214,616 | 1,987,738 | - | (791,107) | - | - | 46,477 | 4,087 | 32,673 | - | - | 10,430,381 | ||||||||||||||
| Equity attributable to stockholders of parent | Exchange | Capital Retained earnings differences on |
translation of | foreign Unrealized |
Capital Unappropriated operation’s gains (losses) on Unearned |
Common collected Capital Legal Special retained financial available-for-sale employee |
stock in advance surplus reserve reserve earnings statements financial assets compensation |
$ 4,335,733 3,796 648,747 389,998 138,192 1,957,522 100,137 (238) (32,320) |
- - - - - 1,544,690 - - - |
- - - - - 3,344 322,245 945 - |
- - - - - 1,548,034 322,245 945 - |
- - - 66,855 - (66,855) - - - |
- - - - (40,892) 40,892 - - - |
- - - - - (347,105) - - - |
3,550 - 11,576 - - - - - (15,126) |
(3,200) - (4,254) - - - - - 7,454 |
- - - - - - - - 21,751 |
- - 14,487 - - - - - - |
- 48,589 - - - - - - - |
10,495 (13,482) 2,987 - - - - - - |
- - - - - - - - - |
4,346,578 38,903 673,543 456,853 97,300 3,132,488 422,382 707 (18,241) |
- - - - - 1,773,122 - - - |
- - - - - (8,100 ) (71,337 ) 294,053 - |
- - - - - 1,765,022 (71,337 ) 294,053 - |
- - - 154,469 - (154,469) - - - |
- - - - - (791,107) - - - |
30,000 - 91,693 - - - - - (121,693) |
(2,800) - (10,258) - - - - - 13,058 |
- - - - - - - - 46,477 |
- - 4,087 - - - - - - |
- 32,673 - - - - - - - |
38,099 (56,402) 18,303 - - - - - - |
- - - - - - - - - |
$ 4,411,877 15,174 777,368 611,322 97,300 3,951,934 351,045 294,760 (80,399 ) |
|||||||
| Balance on January 1, 2014 | Net income in 2014 | Other comprehensive income in 2014 | Comprehensive income in 2014 | Appropriation and distribution of retained earnings: | Legal reserve | Special reserve | Cash dividends | Issuance of restricted stock | Retirement of restricted stock | Amortization expense of restricted stock | Compensation cost of share-based payment | Exercise of employee stock options | Issuance of common stock for employee stock options and abandonment | Changes in non-controlling interests | Balance on December 31, 2014 | Net income in 2015 | Other comprehensive income in 2015 | Comprehensive income in 2015 | Appropriation and distribution of retained earnings: | Legal reserve | Cash dividends | Issuance of restricted stock | Retirement of restricted stock | Amortization expense of restricted stock | Compensation cost of share-based payment | Exercise of employee stock options | Issuance of common stock for employee stock options and abandonment | Changes in non-controlling interests | Balance on December 31, 2015 |
-31-
PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
For the years ended December 31, 2015 and 2014
(expressed in thousands of New Taiwan dollars)
| Cash flows from operating activities: Income before income taxes Adjustments: Adjustments to reconcile profit (loss): Depreciation and amortization Losses (gains) related to inventories Provision (reversal of provision) for bad debt allowance and sales returns and allowances Impairment losses on property, plant and equipment Interest expenses Interest income Compensation cost of share-based payment Other Changes in operating assets and liabilities: Financial assets at fair value through profit or loss–current Notes and accounts receivable Accounts receivable–related parties Other receivables–current and non-current Inventories Other current assets Deferred tax assets Other Changes in operating assets Notes and accounts payable Salary payable Other payables Other current liabilities Other Changes in operating liabilities Changes in operating assets and liabilities Adjustments Cash flows from operations Interest received Interest paid Income taxes paid Net cash flows provided by operating activities Cash flows from investing activities: Acquisition of available-for-sale financial assets Acquisition of subsidiary (minus cash acquired) Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Acquisition of other deferred assets Other Net cash flows used in investing activities Cash flows from financing activities: Increase (decrease) in short-term borrowings Increase (decrease) in long-term borrowings Increase (decrease) in guarantee deposits Increase in other payables–related parties Cash dividends Exercise of employee stock options Net cash flows provided by (used in) financing activities Effect of foreign currency exchange translation Net increase in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year |
2015 2,472,953 1,473,215 427,434 (409) - 160,220 (161,713) 51,217 30,339 1,980,303 8,771 (3,355,531) 5,586 (80,280) (2,536,143) 162,065 (222,248) 47,455 (5,970,325 ) 5,698,649 174,267 1,121,644 122,026 (1,732 ) 7,114,854 1,144,529 3,124,832 5,597,785 161,713 (160,105) (577,042 ) 5,022,351 - (39,041) (1,964,248) 66,055 (50,646) 13,276 (1,974,604 ) (1,100,639) (261,402) (46,069) (61,350) (791,107) 32,673 (2,227,894 ) (10,496 ) 809,357 6,814,023 7,623,380 |
2014 2,047,581 1,192,885 (26,788) 25,956 33,178 66,560 (275,451) 30,974 (11,974 ) 1,035,340 - (1,400,687) (60,581) 159,723 111,714 (94,880) 38,348 (70,809 ) (1,317,172 ) 953,446 400,939 262,102 (60,316) 202,578 1,758,749 441,577 1,476,917 3,524,498 275,451 (66,497) (379,257 ) 3,354,195 (245,600) (2,329,526) (1,131,498) 36,818 (77,700) (9,273 ) (3,756,779 ) 1,083,965 1,419,722 74,431 - (347,105) 48,589 2,279,602 150,140 2,027,158 4,786,865 6,814,023 |
||
|---|---|---|---|---|
| $ $ |
See accompanying notes to consolidated financial statements.
-32-
【 Schedule 6 】
Stipulation on Chairman’s Retirement
-
The Chairman may apply for retirement under any of the following conditions and the Company shall pay the pension to the Chairman in accordance with this Stipulation.
-
Conditions for retirement
-
(1) Where the Chairman has worked for fifteen years and attains the age of fifty-five ；
-
(2) Where the Chairman has worked for more than twenty-five years ；
-
(3) Where the Chairman attains the age of sixty-five ；
-
(4) Where the Chairman is unable to perform his/her duties due to mental handicap or physical disability.
-
Years of service and the criteria for payment of Chairman’s pension
-
(1) Years of service ：
The years of service for performing the duty of Chairman and the other positions in the Company shall be combined for calculation purposes. Length of service is calculated as half year when it is less than six months and as one year when it is more than six months.
- (2) The criteria for payment of Chairman’s pension ：
Two Retirement Pension Bases (hereinafter, “Base”) are given for each full year of service. Those having served over 15 years are given one Base for each full year of service and the total number of Bases shall be no more than 45.
- (3) The Retirement Pension Base ：
The Retirement Pension Base as specified in Article 3.2 shall be one month’s fixed remuneration of the Chairman at the time when his/her retirement comes into effect.
- The payment of Chairman’s pension
The Chairman may apply for retirement under any of the conditions as specified in Article 2 and the Company shall pay the pension to the Chairman. The total amount of the pension shall be calculated pursuant to the provisions as set forth in Article 3.2 and Article 3.3.
-33-