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Primax — Annual Report 2017
Nov 14, 2017
52436_rns_2017-11-14_8c162dff-8817-447f-bda3-d61bfb545bcc.pdf
Annual Report
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Stock Code:4915
(English Translation of Financial Statements and Report Originally Issued in Chinese) PRIMAX ELECTRONICS LTD.
FINANCIAL STATEMENTS
December 31, 2017 and 2016 (With Independent Auditors’ Report Thereon)
Address: No. 669, Ruey Kuang Road, Neihu, Taipei Telephone: (02)2798-9008
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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Table of contents
| Contents | Page | ||
|---|---|---|---|
| 1. | Cover Page | 1 | |
| 2. | Table of Contents | 2 | |
| 3. | Independent Auditors’ Report | 3 | |
| 4. | Balance Sheets | 4 | |
| 5. | Statements of Comprehensive Income | 5 | |
| 6. | Statements of Changes in Equity | 6 | |
| 7. | Statements of Cash Flows | 7 | |
| 8. | Notes to the Financial Statements | ||
| (1) | Company history | 8 | |
| (2) | Approval date and procedures of the financial statements | 8 | |
| (3) | New standards, amendments and interpretations adopted | 8~13 |
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| (4) | Summary of significant accounting policies | 13~25 |
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| (5) | Significant accounting assumptions and judgments, and major sources | 25~26 |
|
| of estimation uncertainty | |||
| (6) | Explanation of significant accounts | 26~61 |
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| (7) | Related-party transactions | 61~64 |
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| (8) | Pledged assets | 65 | |
| (9) | Commitments and contingencies | 65 | |
| (10) | Losses due to major disasters | 65 | |
| (11) | Subsequent events | 65 | |
| (12) | Other | 66 | |
| (13) | Other disclosures | ||
| (a) Information on significant transactions | 66~70 |
||
| (b) Information on investees | 70 | ||
| (c) Information on investments in mainland China | 71~72 |
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| (14) | Segment information | 72 | |
| 9. | Statement of major accounting items | 73~83 |
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Independent Auditors’ Report
To the board of directors of PRIMAX ELECTRONICS LTD.:
Opinion
We have audited the financial statements of PRIMAX ELECTRONICS LTD.(“the Company”), which comprise the balance sheets as of December 31, 2017 and 2016, the statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2017 and 2016, and notes to the financial statements, including a summary of significant accounting policies.
In our opinion, based on our audits and the report of other auditors (please refer to other Matter paragraph), the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2017 and 2016, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for Opinion
We conducted our audit in accordance with the Regulations Governing Auditing and Certification of Financial Statements by Certified Public Accountants and the auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Certified Public Accountants Code of Professional Ethics in Republic of China (“the Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained, inclusive of the report from other auditors, is sufficient and appropriate to provide a basis of our opinion.
Other Matter
We did not audit the financial statements of certain investees accounted for using equity method. Those financial statements were audited by other auditors, and our opinion, insofar as it relates to the amounts included for those investments, is based solely on the reports of the other auditors. The Company’s investment in these companies constituting 6% and 4% of the total assets, as of December 31, 2017 and 2016, respectively. The related share of profit of associates accounted for using the equity method amounted constituting 17% and 11% of the profit before tax, for the years ended December 31, 2017 and 2016, respectively.
Key Audit Matters
Key audit matters are those matters that, in our professional judgments, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. In our professional judgments, key audit matters to be communicated in the independent auditors’ report are listed below:
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- Evaluation of inventories
Please refer to Note 4(g) “Inventories”, Note 5 “Significant accounting assumptions and judgments, and major sources of estimation uncertainty”, and Note 6(e) “Inventories” of the financial statements.
Description of key audit matter:
Inventories of the Company are measured at the lower of cost and net realizable value. Due to the fast hightech revolution, as well as the advancement of production technologies that may lead the dramatic change in customers’ demand, the net realizable value of inventories requires subjective judgments of the management, which is the major source of estimation uncertainty. Therefore, the evaluation of inventories is one of the key audit matters for our audit.
How the matter was addressed in our audit:
Our principal audit procedures included: understanding the policies of evaluating the inventories of the Company; inspecting whether existing inventory policies are applied; examine the accuracy of the aging of inventories by sampling and analyze the changes of the aging of inventories; sampling the inventories sold in subsequent period to assess whether the allowance for inventories are reasonable.
- Investments accounted for using equity method
Please refer to Note 4(h) “Investments in subsidiaries”, and Note 5 “Significant accounting assumptions and judgments, and major sources of estimation uncertainty” of the financial statements.
Description of key audit matter:
The Company’s investments accounted for using equity method are all subsidiaries of the Company. Based on the scope and nature of their businesses which may influence the outcome of their operations, the net realizable value of inventories in certain subsidiaries required the managements to make subjective judgments, which is the major source of estimation uncertainty. Therefore, the valuation of inventories of the investments accounted for using equity method is one of the key audit matters for our audit.
In 2014, the Company acquired Tymphany Worldwide Enterprises Ltd. through its subsidiary, Diamond (Cayman) Holdings Ltd., and recognized its goodwill, technologies and customer relations as intangible assets. Due to the rapid industrial transformation, and the assessment of impairment contains estimation uncertainty. Therefore, the assessment of impairment of intangible assets, recognized from the business combination by the subsidiary accounted for using equity method, is one of the key audit matters for our audit.
How the matter was addressed in our audit:
For the principal audit procedures on the valuation of inventories of the investments accounted for using equity method, please refer to key audit matters 1 “Evaluation of inventories”. In addition, the consolidated financial statements of Tymphany Worldwide Enterprises Ltd. and its subsidiaries were audited by other auditors; therefore, we issued audit instructions to their auditors as guidelines to communicate the key audit matters with them and obtained the feedbacks required in the audit instructions.
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The principal audit procedures on the assessment of impairment of intangible assets of the investments accounted for using equity method included: evaluating the identification of cash generating units and any indication of impairment relating to intangible assets made by management; acquiring intangible evaluation reports from external expert engaged by the Company; appointing our internal expert to review the evaluation reports and assessing the reasonability of measurements, parameters, and assumptions; evaluating the operation outcomes and comparing them to the past forecasts; making sensitivity analysis for evaluation of impairment losses and evaluating the completeness of disclosure in the financial reports.
Responsibilities of Management and Those Charged with Governance for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company’ s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
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Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
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Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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Obtain sufficient and appropriate audit evidence regarding the financial information of the investments in other entities accounted for using the equity method to express an opinion on this financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion of the Company.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditors’ report are MEI-PIN WU and YUNG-HUA HUANG.
KPMG
Taipei, Taiwan (Republic of China) March 13, 2018
Notes to Readers
The accompanying financial statements are intended only to present the statement of financial position, financial performance and its cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such 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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(English Translation of Financial Statements and Report Originally Issued in Chinese) PRIMAX ELECTRONICS LTD.
Balance Sheets
December 31, 2017 and 2016
(Expressed in Thousands of New Taiwan Dollars)
| Assets Current assets: 1100 Cash and cash equivalents (note 6(a)) 1110 Current financial assets at fair value through profit or loss (note 6(b)) 1170 Accounts receivable, net (note 6(d)) 1180 Accounts receivable from related parties, net (notes 6(d) and 7) 1200 Other receivables, net (notes 6(d) and 7) 1310 Inventories (note 6(e)) 1470 Other current assets Non-current assets: 1523 Available-for-sale financial assets-non-current (note 6(c)) 1550 Investments accounted for using equity method (note 6(f)) 1600 Property, plant and equipment (note 6(g)) 1760 Investment property (note 6(h)) 1780 Intangible assets (note 6(i)) 1840 Deferred tax assets (note 6(n)) 1990 Other non-current assets Total assets |
December 31, 2017 Amount % $ 3,979,290 17 93,095 - 6,256,390 26 29,181 - 184,718 1 2,128,441 9 27,641 - 12,698,756 53 397,252 2 10,287,105 43 69,036 - 251,589 1 18,351 - 338,330 1 68,465 - 11,430,128 47 $ 24,128,884 100 |
December 31, 2016 Amount % 4,751,198 18 141,317 1 7,339,708 27 513,446 2 1,050,923 4 2,293,419 8 33,532 - 16,123,543 60 873,921 3 9,317,894 35 68,785 - 255,149 1 22,966 - 348,269 1 73,776 - 10,960,760 40 27,084,303 100 Liabilities and Equity Current liabilities: 2170 Notes and accounts payable 2180 Accounts payable to related parties (note 7) 2120 Current financial liabilities at fair value through profit or loss (note 6(b)) 2200 Other payables (note 7) 2201 Salary payable (note 6(p)) 2300 Other current liabilities 2320 Long-term borrowings, current portion (note 6(k)) Non-Current liabilities: 2622 Long-term accounts payable to related parties (note 7) 2540 Long-term borrowings (note 6(k)) 2630 Long-term deferred revenue (note 6(g)) 2600 Other non-current liabilities (notes 6(m) and (n)) Total liabilities 3110 Ordinary shares (note 6(o)) 3140 Capital collected in advance (note 6(o)) 3200 Capital surplus (notes 6(o) and 6(p)) 3310 Legal reserve (note 6(o)) 3320 Special reserve (note 6(o)) 3350 Unappropriated retained earnings (note 6(o)) 3400 Other equity interest Total equity Total liabilities and equity |
December 31, 2017 | December 31, 2017 | December 31, 2016 | ||
|---|---|---|---|---|---|---|---|
| Amount | % | Amount % 783,593 3 9,352,640 35 150,430 1 2,331,760 8 359,279 1 219,856 1 382,222 1 13,579,780 50 781,263 3 218,889 1 1,159,073 4 345,574 1 2,504,799 9 16,084,579 59 4,421,343 16 3,024 - 791,466 3 788,634 3 97,300 - 4,779,419 18 118,538 1 10,999,724 41 27,084,303 100 |
|||||
| 28,195 8,339,013 103,107 1,828,968 206,129 248,553 135,555 |
|||||||
| 10,889,520 | |||||||
| 423,944 83,333 885,580 461,235 |
|||||||
| 1,854,092 | |||||||
| 12,743,612 |
See accompanying notes to financial statements.
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(English Translation of Financial Statements and Report Originally Issued in Chinese) PRIMAX ELECTRONICS LTD.
Statements of Comprehensive Income
For the years ended December 31, 2017 and 2016
(Expressed in Thousands of New Taiwan Dollars , Except for Earnings Per Share)
| 4000 Operating revenue (notes 6(r) and 7) 5000 Operating costs (notes 6(e), (m), (s), 7 and 12) Gross profit Operating expenses (notes 6(m), (s), 7 and 12): 6100 Selling expenses 6200 Administrative expenses 6300 Research and development expenses Total operating expenses Net operating income Non-operating income and expenses: 7010 Other income (notes 6(t) and 7) 7020 Other gains and losses (notes 6(c), (u) and 7) 7070 Share of profit of subsidiaries accounted for using equity method 7050 Finance costs Total non-operating income and expenses Profit from operations before tax 7950 Less: Income tax expense (note 6 (n)) Profit 8300 Other comprehensive income (loss): 8310 Items that may not be reclassified subsequently to profit or loss: 8311 Actuarial gains (losses) on defined benefit plans 8360 Items that may be reclassified subsequently to profit or loss: 8361 Exchange differences on translation of foreign operation’s financial statements 8362 Unrealized gains on available-for-sale financial assets (note 6(v)) Components of other comprehensive income that will be reclassified to profit or loss 8300 Other comprehensive income after tax Comprehensive income Earnings per share (note 6(q)) 9710 Basic earnings per share (NT dollars) 9810 Diluted earnings per share (NT dollars) |
2017 | % 100 94 6 2 1 3 6 - - 2 4 - 6 6 - 6 - - - (1) (1) (1) 5 4.67 4.63 |
2016 Amount % 45,739,783 100 42,106,442 92 3,633,341 8 670,475 2 442,145 1 970,860 2 2,083,480 5 1,549,861 3 33,468 - 371,406 1 424,575 1 (31,786) - 797,663 2 2,347,524 5 413,454 1 1,934,070 4 (1,340) - (1,340) - (610,956) (1) 110,706 - (500,250) (1) (501,590) (1) 1,432,480 3 4.40 4.36 |
|---|---|---|---|
| Amount $ 35,023,563 32,785,654 2,237,909 605,515 434,624 971,418 2,011,557 226,352 52,076 619,291 1,291,934 (10,820) 1,952,481 2,178,833 121,418 2,057,415 (5,909) (5,909) (112,643) (331,977) (444,620) (450,529) $ 1,606,886 $ $ |
See accompanying notes to financial statements.
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(English Translation of and Report Originally Issued in Chinese) PRIMAX ELECTRONICS LTD.
Statements of Changes in Equity
For the years ended December 31, 2017 and 2016
(Expressed in Thousands of New Taiwan Dollars)
| Balance at January 1, 2016 Profit Other comprehensive income Comprehensive income Appropriation and distribution of retained earnings: Legal reserve Cash dividends of ordinary share Retirement of restricted employee stock Amortization expense of restricted employee stock Compensation cost of share-based payment Exercise of employee stock option Issuance of ordinary shares for employee stock options and abandonment Balance at December 31, 2016 Profit Other comprehensive income Comprehensive income Appropriation and distribution of retained earnings: Legal reserve Cash dividends on ordinary share Changes in shares of investment accounted for using equity method Retirement of restricted employee stock Amortization expense of restricted employee stock Compensation cost of share-based payment Exercise of employee stock option Issuance of ordinary shares for employee stock option and abandonment Issuance of restricted stock Balance at December 31, 2017 |
Share capital | Share capital | Share capital | Capital surplus |
Retained earnings | Retained earnings | Retained earnings | Retained earnings | Retained earnings | Retained earnings | Retained earnings | Retained earnings | Retained earnings | ||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Exchange differences on translation of foreign financial statements |
Unrealized gains (losses) on available- for-sale financial assets |
||||||||||||||
| Ordinary shares |
Advance receipts for share capital |
Legal reserve |
Special reserve |
Unappropriated retained earnings |
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| $ 4,411,877 - - - - - (3,850) - - - 13,316 4,421,343 - - - - - - (940) - - - 6,480 30,000 $ 4,456,883 |
15,174 | 777,368 | 611,322 | 97,300 | 3,951,934 | 351,045 | 294,760 | ||||||||
| - - |
- - |
- - |
- - |
- 110,706 |
|||||||||||
| - | - | - | - | 110,706 | |||||||||||
| 177,312 - - - - - - |
- - - - - - - |
- - - - - - - |
|||||||||||||
| 788,634 - - |
97,300 - - |
||||||||||||||
| - | - | ||||||||||||||
| 193,407 - - - - - - - - |
- - - - - - - - - |
||||||||||||||
| 982,041 | 97,300 |
Note : For the years ended December 31, 2017 and 2016, the Directors’ remuneration amounted to 34,094 and 36,803, and the employee remuneration amounted to 68,182 and 74,000, respectively. The amounts were deducted from the statements of comprehensive income in 2017 and 2016, respectively.
See accompanying notes to financial statements.
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(English Translation of Financial Statements and Report Originally Issued in Chinese) PRIMAX ELECTRONICS LTD.
Statements of Cash Flows
For the years ended December 31, 2017 and 2016
(Expressed in Thousands of New Taiwan Dollars)
| Cash flows from (used in) operating activities: Profit before tax Adjustments: Adjustments to reconcile profit (loss): Depreciation and amortization Losses related to inventories Amortization of long-term deferred revenue Provision (reversal of provision) for bad debt expense and sales returns and discounts Interest expense Interest income Compensation cost of share-based payment Share of profit of subsidiaries accounted for using equity method Gain on disposal of subsidiaries Loss (gain) on disposal of property, plant and equipment Gain on disposal of available-for-sale financial assets Total adjustments to reconcile profit (loss) Changes in operating assets and liabilities: Accounts receivable, including related parties Other receivables Inventories Other current assets Deferred tax assets Other operating assets Changes in operating assets Notes and accounts payable, including related parties Salary payable Other payables Other current liabilities Other operating liabilities Changes in operating liabilities Total changes in operating assets and liabilities Total adjustments Cash inflow generated from operations Interest received Interest paid Income taxes paid Net cash flows from operating activities Cash flows from (used in) investing activities: Proceeds from disposal and settle of share of subsidiaries accounted for using equity method Acquisition of available-for-sale financial assets Proceeds from capital reduction of available-for-sale financial assets Proceeds from disposal of available-for-sale financial assets Acquisition of property, plant and equipment Acquisition of long-term deferred revenue Acquisition of unamortized expense Decrease in refundable deposits Dividends received Other investing activities Net cash flows from investing activities Cash flows from (used in) financing activities: Decrease in short-term borrowings Repayment of long-term borrowings Decrease in guarantee deposits Cash dividends Exercise of employee stock options Decrease in long-term accounts payable to related parties Net cash flows used in financing activities Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year |
2017 2016 $ 2,178,833 2,347,524 43,534 41,765 112,940 32,516 (378,087) (336,211) 37,431 43,345 6,804 31,383 (20,293) (11,599) 79,420 43,182 (1,291,934) (424,575) - (248,006) (186) 474 (330,887) (140,969) (1,741,258) (968,695) 1,530,152 3,477,770 842,880 (1,036,774) 52,038 225,636 5,891 (5,079) - (54,750) 48,222 (62,265) 2,479,183 2,544,538 (1,769,025) (422,970) (151,212) (52,401) (120,371) 569,820 28,697 72,680 (48,548) 132,613 (2,060,459) 299,742 418,724 2,844,280 (1,322,534) 1,875,585 856,299 4,223,109 20,293 11,599 (6,736) (31,315) (417,927) (234,992) 451,929 3,968,401 - 559,498 (21,045) - 2,816 1,280 497,186 220,270 (21,309) (23,062) 104,594 476,552 (10,120) (23,710) (510) (441) 23,325 14,692 1,826 91 576,763 1,225,170 - (1,120,518) (382,223) (715,556) 34,936 34,977 (1,111,886) (927,933) 15,892 19,097 (357,319) - (1,800,600) (2,709,933) (771,908) 2,483,638 4,751,198 2,267,560 $ 3,979,290 4,751,198 |
|---|---|
See accompanying notes to financial statements.
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(English Translation of Financial Statements and Report Originally Issued in Chinese) PRIMAX ELECTRONICS LTD.
Notes to the Financial Statements
For the years ended December 31, 2017 and 2016
(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)
(1) Company history
PRIMAX ELECTRONICS LTD. (the “Company”), formerly known as Hong Chuan Investments Ltd., was incorporated on March 20, 2006, and registered under the Ministry of Economic Affairs, ROC. The Company changed its name to Hong Chuan Electronics Ltd. and Primax Electronics Ltd. in October 2007 and February 2008, respectively. The address of the Company’s registered office is No. 669, Ruey Kuang Road, Neihu, Taipei.
Primax Electronics Holdings, Ltd. (Primax Holdings, formerly known as Apple Holdings Ltd.) acquired all shares of the Company from YWAN PANG Management Limited on April 2, 2007. The investment was approved by the Investment Commission, Ministry of Economic Affairs. However, all shares of the Company were sold by Primax Holdings to its stockholders in October 2009.
Based on the resolution approved by the Company’ s board of directors on November 5, 2007, the Company resolved to acquire and merge with Primax Electronics Ltd. (“Primax”, a listed company) on December 28, 2007. The Company is the surviving company, and Primax was dissolved upon completion of the merger.
The major business activities of the Company were the manufacture and sale of multi-function printers, scanners, digital camera modules, computer mice, keyboards, track pads, mobile phone accessories, consumer electronics products and shredders.
The Company’ s common shares were registered with the Financial Supervisory Commission, ROC (“FSC”) on June 22, 2012, and listed on the Taiwan Stock Exchange (“TWSE”) on October 5, 2012.
(2) Approval date and procedures of the financial statements:
The financial statements were authorized for issuance by the board of directors on March 13, 2018.
(3) New standards, amendments and interpretations adopted:
- (a) The impact of the International Financial Reporting Standards (“IFRSs”) endorsed by the Financial Supervisory Commission, ROC. (“FSC”) which have already been adopted.
The following new standards, interpretations and amendments have been endorsed by the FSC and are effective for annual periods beginning on or after January 1, 2017:
| Effective date per | |
|---|---|
| New, Revised or Amended Standards and Interpretations | IASB |
| Amendments to IFRS 10, IFRS 12 and IAS 28 “Investment Entities: Applying | January 1, 2016 |
| the Consolidation Exception” | |
| Amendments to IFRS 11 “Accounting for Acquisitions of Interests in Joint | January 1, 2016 |
| Operations” | |
| IFRS 14 “Regulatory Deferral Accounts” | January 1, 2016 |
| Amendment to IAS 1 “Presentation of Financial Statements-Disclosure | January 1, 2016 |
| Initiative” |
(Continued)
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PRIMAX ELECTRONICS LTD. Notes to the Financial Statements
| Effective date per | |
|---|---|
| New, Revised or Amended Standards and Interpretations | IASB |
| Amendments to IAS 16 and IAS 38 “Clarification of Acceptable Methods of | January 1, 2016 |
| Depreciation and Amortization” | |
| Amendments to IAS 16 and IAS 41 “Agriculture: Bearer Plants” | January 1, 2016 |
| Amendments to IAS 19 “Defined Benefit Plans: Employee Contributions” | July 1, 2014 |
| Amendment to IAS 27 “Equity Method in Separate Financial Statements” | January 1, 2016 |
| Amendments to IAS 36 “Impairment of Non-Financial assets- Recoverable | January 1, 2014 |
| Amount Disclosures for Non-Financial Assets” | |
| Amendments to IAS 39 “Financial Instruments-Novation of Derivatives and | January 1, 2014 |
| Continuation of Hedge Accounting” | |
| Annual Improvements to IFRSs 2010-2012 Cycle and 2011-2013 Cycle | July 1, 2014 |
| Annual Improvements to IFRSs 2012-2014 Cycle | January 1, 2016 |
| IFRIC 21 “Levies” | January 1, 2014 |
The Company assessed that the initial application of the above IFRSs would not have any material impact on the financial statements.
- (b) The impact of IFRS endorsed by FSC but not yet effective
The following new standards, interpretations and amendments have been endorsed by the FSC and are effective for annual periods beginning on or after January 1, 2018 in accordance with Ruling No. 1060025773 issued by the FSC on July 14, 2017. In addition, based on the announcement issued by the FSC on December 12, 2017, the Company can, and therefore, elected to early adopt the amendments to IFRS 9 “Prepayment features with negative compensation”:
| Effective date | |
|---|---|
| New, Revised or Amended Standards and Interpretations | per IASB |
| Amendment to IFRS 2 “Classification and Measurement of Share-based | January 1, 2018 |
| Payment Transactions” | |
| Amendments to IFRS 4 “Applying IFRS 9 Financial Instruments with IFRS 4 | January 1, 2018 |
| Insurance Contracts” | |
| IFRS 9 “Financial Instruments” | January 1, 2018 |
| Amendments to IFRS 9 “Prepayment features with negative compensation” | January 1, 2019 |
| IFRS 15 “Revenue from Contracts with Customers” | January 1, 2018 |
| Amendment to IAS 7 “Statement of Cash Flows -Disclosure Initiative” | January 1, 2017 |
| Amendment to IAS 12 “Income Taxes- Recognition of Deferred Tax Assets for | January 1, 2017 |
| Unrealized Losses” | |
| Amendments to IAS 40 “Transfers of Investment Property” | January 1, 2018 |
| Annual Improvements to IFRS Standards 2014–2016 Cycle: | |
| Amendments to IFRS 12 | January 1, 2017 |
| Amendments to IFRS 1 and Amendments to IAS 28 | January 1, 2018 |
| IFRIC 22 “Foreign Currency Transactions and Advance Consideration” | January 1, 2018 |
(Continued)
10
PRIMAX ELECTRONICS LTD. Notes to the Financial Statements
Except for the following items, the Company believes that the adoption of the above IFRSs would not have any material impact on its financial statements. The extent and impact of signification changes are as follows:
(i) IFRS 9 “Financial Instruments”
IFRS 9 replaces IAS 39 “ Financial Instruments: Recognition and Measurement” which contains classification and measurement of financial instruments, impairment and hedge accounting.
- 1) Classification Financial assets
IFRS 9 contains a new classification and measurement approach for financial assets that reflects the business model in which assets are managed and their cash flow characteristics. IFRS 9 contains three principal classification categories for financial assets: measured at amortized cost, fair value through other comprehensive income (FVOCI) and fair value through profit or loss (FVTPL). The standard eliminates the existing IAS 39 categories of held to maturity, loans and receivables and available for sale. Under IFRS 9, derivatives embedded in contracts where the host is a financial assets in the scope of the standard are never bifurcated. Instead, the hybrid financial instrument as a whole is assessed for classification. In addition, IAS 39 has an exception to the measurement requirements for investments in unquoted equity instruments that do not have a quoted market price in an active market (and derivatives on such an instrument) and for which fair value cannot therefore be measured reliable. Such financial instruments are measured at cost. IFRS 9 removes this exception, requiring all equity investments (and derivatives on them) to be measured at fair value.
Based on its assessment, the Company does not believe that the new classification requirements will have a material impact on its accounting for trade receivables, loans, investments in debt securities and investments in equity securities that are managed on a fair value basis. At December 31, 2017, the Company had equity investments classified as available-for-sale with a fair value of 397,252 thousand that are held for long-term strategic purposes. At initial application of IFRS 9, the Company has designated these investments as measured at FVOCI. Consequently, all fair value gains and losses will be reported in other comprehensive income, no impairment losses would be recognized in profit or loss and no gains or losses will be reclassified to profit or loss on disposal. The Company estimated the application of IFRS 9’s classification requirements on January 1, 2018 resulting in a decrease of 38,042 thousand in other equity interest, as well as an increase of 38,042 thousand in retained earnings.
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2) Impairment Financial assets and contract assets
IFRS 9 replaces the “incurred loss” model in IAS 39 with a forward-looking “expected credit loss” (ECL) model. This will require considerable judgment as to how changes in economic factors affect ECLs, which will be determined on a probability-weighted basis.
The new impairment model will apply to financial assets measured at amortized cost or FVOCI, except for investments in equity instruments, and to contract assets.
(Continued)
11
PRIMAX ELECTRONICS LTD. Notes to the Financial Statements
Under IFRS 9, loss allowances will be measured on either of the following bases:
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‧12-month ECLs. These are ECLs that result from possible default events within the 12 months after the reporting date; and -
‧Lifetime ECLs. These are ECLs that result from all possible default events over the expected life of a financial instrument.
Lifetime ECL measurement applies if the credit risk of a financial asset at the reporting date has increased significantly, since initial recognition and 12-month ECL measurement applies if it has not. An entity may determine that a financial asset’s credit risk has not increased significantly if the asset has low credit risk at the reporting date. However, lifetime ECL measurement always applies for trade receivables and contract assets without a significant financing component. The Company choose to apply this policy also for trade receivables and contract assets with a significant financing component.
The Company estimated the application of IFRS 9’s impairment requirements would not result in significant impact.
- 3) Disclosures
IFRS 9 will require extensive new disclosures, in particular about hedge accounting, credit risk and expected credit losses. The Company’s assessment included an analysis to identify data gaps against current processes and the Company plans to implement the system and controls changes that it believes will be necessary to capture the required data.
- 4) Transition
Changes in accounting policies resulting from the adoption of IFRS 9 will generally be applied retrospectively, except as described below.
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‧The Company will take advantage of the exemption allowing it not to restate comparative information for prior periods with respect to classification and measurement (including impairment) changes. Differences in the carrying amounts of financial assets and financial liabilities resulting from the adoption of IFRS 9 generally will be recognized in retained earnings and other equity interest as at January 1, 2018. -
‧The following assessments have to be made on the basis of the facts and circumstances that exist at the date of initial application. -
The determination of the business model within which a financial asset is held.
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The designation and revocation of previous designations of certain financial assets and financial liabilities as measured at FVTPL.
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The designation of certain investments in equity instruments not held for trading as at FVOCI.
(Continued)
12
PRIMAX ELECTRONICS LTD. Notes to the Financial Statements
(ii) IFRS 15 Revenue from Contracts with Customers
IFRS 15 establishes a comprehensive framework for determining whether, how much and when revenue is recognized. It replaces existing revenue recognition guidance, including IAS 18 “Revenue” and IAS 11 “Construction Contracts”.
1) Sales of goods
For the sale of products, revenue is currently recognized when the goods are delivered to the customers’ premises, which is taken to be the point in time at which the customer accepts the goods and the related risks and rewards of ownership transfer. Revenue is recognized at this point provided that the revenue and costs can be measured reliably, the recovery of the consideration is probable and there is no continuing management involvement with the goods. Under IFRS 15, revenue will be recognized when a customer obtains control of the goods. The Company has performed an initial assessment indicating the timing of the related risks and rewards transferred is similar to the timing of control transferred. Therefore, the Company believes that there would not be any material impact on its financial statements.
2) Transition
The Company plans to adopt IFRS 15 in its consolidated financial statements using the cumulative effect approach. As a result, there is no need to reproduce the comparative information in previous periods. The cumulative effect of the first application of the principle will adjust the retained earnings of January 1, 2018. The Company plans to use the practical expedients for completed contracts. This means that when a contract is deemed as a completed contracts at the date of adoption (January 1, 2018), it will not be restated.
The actual impacts of adopting the standards may change depending on the economic conditions and events which may occur in the future.
- (c) The impact of IFRS issued by IASB but not yet endorsed by the FSC
As of the date the following IFRSs that have been issued by the IASB, but not yet endorsed by the FSC:
| FSC: | |
|---|---|
| Effective date | |
| New, Revised or Amended Standards and Interpretations | per IASB |
| Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets Between | Effective date to |
| an Investor and Its Associate or Joint Venture” | be determined by |
| IASB | |
| IFRS 16 “Leases” | January 1, 2019 |
| IFRS 17 “Insurance Contracts” | January 1, 2021 |
| IFRIC 23 “Uncertainty over Income Tax Treatments” | January 1, 2019 |
| Amendments to IAS 28 “Long-term interests in associates and joint ventures” | January 1, 2019 |
| Annual Improvements to IFRS Standards 2015–2017 Cycle | January 1, 2019 |
| Amendments to IAS 19 “Plan Amendment, Curtailment of Settlement” | January 1, 2019 |
| (Continued) |
13
PRIMAX ELECTRONICS LTD. Notes to the Financial Statements
Those which may be relevant to the Company are set out below:
| Issuance / Release Dates January 13, 2016 |
Standards or Interpretations Content of amendment IFRS 16 “Leases” The new standard of accounting for lease is amended as follows: |
|---|---|
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‧For a contract that is, or contains, a lease, the lessee shall recognize a right of use asset and a lease liability in the balance sheet. In the statement of profit or loss and other comprehensive income, a lessee shall present interest expense on the lease liability separately from the depreciation charge for the right of-use asset during the lease term. -
‧A lessor classifies a lease as either a finance lease or an operating lease, and therefore, the accounting remains similar to IAS 17.
The Company is evaluating the impact on its financial position and financial performance upon the initial adoption of the abovementioned standards or interpretations. The results thereof will be disclosed when the Company completes its evaluation.
(4) Summary of significant accounting policies:
The significant accounting policies presented in the financial statements are summarized below. Except for those specifically indicated, the following accounting policies were applied consistently throughout the periods presented in the financial statements.
(a) Statement of compliance
These annual financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers (“the Regulations”).
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(b) Basis of preparation
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(i) Basis of measurement
Except for the following significant accounts, the financial statements have been prepared on a historical cost basis:
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1) Derivative financial instruments at fair value through profit or loss are measured at fair value;
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2) Available-for-sale financial assets are measured at fair value; and
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3) The defined benefit liabilities are recognized as plan assets less the present value of the defined benefit obligation.
(Continued)
14
PRIMAX ELECTRONICS LTD. Notes to the Financial Statements
(ii) Functional and presentation currency
The functional currency is determined based on the primary economic environment in which the Company operates. The Company’ s financial statements are presented in New Taiwan dollars, which is the Company’s functional currency. All financial information presented in New Taiwan dollars has been rounded to the nearest thousand.
(c) Foreign currencies
(i) Foreign currency transactions
Transactions in foreign currencies are translated to the functional currency of the Company at the exchange rates at the dates of the transactions. Monetary items denominated in foreign currencies at the reporting date are retranslated to the functional currency at the exchange rate at that date. The foreign currency gain or loss on monetary items is the difference between the amortized cost in the functional currency at the beginning of the year adjusted for the effective interest and payments during the year, and the amortized cost in the foreign currency translated at the exchange rate at the end of the year.
Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are retranslated to the functional currency at the exchange rate at the date that the fair value was determined. Non-monetary items in a foreign currency that are measured based on historical cost are translated using the exchange rate at the date of translation.
Foreign currency differences arising on retranslation are recognized in profit or loss except for the differences relating to available-for-sale equity investment which are recognized in other comprehensive income.
(ii) Foreign operations
The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated to the Company’s functional currency at the exchange rates at the reporting date. The income and expenses of foreign operations, excluding foreign operations in hyperinflationary economies, are translated to the Company’ s functional currency at the average rate. Foreign currency differences are recognized in other comprehensive income, and presented in the foreign currency translation reserve in equity.
When a foreign operation is disposed of such that control, significant influence, or joint control is lost, the cumulative amount in the translation reserve related to that foreign operation is reclassified to profit or loss as part of the gain or loss on disposal. When the Company disposes of any part of its interest in a subsidiary that includes a foreign operation while retaining control, the relevant proportion of the cumulative amount is reattributed to noncontrolling interest. When the Company disposes of only part of its investment in an associate or joint venture, including a foreign operation while retaining significant influence or joint control, the relevant proportion of the cumulative amount is reclassified to profit or loss.
(Continued)
15
PRIMAX ELECTRONICS LTD. Notes to the Financial Statements
- (d) Classification of current and non-current assets and liabilities
An asset is classified as current under one of the following criteria, and all other assets are classified as non-current.
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(i) It is expected to be realized, or intended to be sold or consumed, in the normal operating cycle;
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(ii) It is held primarily for the purpose of trading;
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(iii) It is expected to be realized within twelve months after the reporting period; or
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(iv) The asset is cash or a cash equivalent unless the asset is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.
A liability is classified as current under one of the following criteria, and all other liabilities are classified as non-current.
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(i) It is expected to be settled in the normal operating cycle;
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(ii) It is held primarily for the purpose of trading;
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(iii) It is due to be settled within twelve months after the reporting period; or
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(iv) It does not have an unconditional right to defer settlement of the liability for at least twelve months after the reporting period. Terms of a liability that could, at the option of the counterparty, result in its settlement by issuing equity instruments do not affect its classification.
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(e) Cash and cash equivalents
Cash and cash equivalents comprise cash, cash in bank, and short term, highly liquid investments that are readily convertible to known amounts of cash and are subject to an insignificant risk of changes in value.
Time deposits with maturities within three months or less which meet the above definition and are held for the purpose of meeting short term cash commitments rather than for investment or other purposes should be recognized as cash equivalents.
- (f) Financial instruments
Financial assets and financial liabilities are initially recognized when the Company becomes a party to the contractual provisions of the instruments.
- (i) Financial assets
The Company classifies financial assets into the following categories: available-for-sale financial assets, and loans and receivables.
(Continued)
16
PRIMAX ELECTRONICS LTD. Notes to the Financial Statements
1) Available-for-sale financial assets
Available-for-sale financial assets are non-derivative financial assets that are designated as available for sale or are not classified in any of the other categories of financial assets. Available-for-sale financial assets are recognized initially at fair value, plus any directly attributable transaction cost. Subsequent to initial recognition, they are measured at fair value, and changes therein, other than impairment losses and dividend income, are recognized in other comprehensive income and presented in the fair value reserve in equity. When an investment is derecognized, the gain or loss accumulated in equity is reclassified to profit or loss, and is included in other gains and losses under nonoperating income and expenses. A regular way purchase or sale of financial assets shall be recognized and derecognized, as applicable, using trade-date accounting.
Dividend income is recognized in profit or loss on the date that the Company’s right to receive payment is established, which in the case of quoted securities is normally the exdividend date. Such dividend income is included in other income under non-operating income and expenses.
2) Loans and receivables
Loans and receivables are financial assets with fixed or determinable payments that are not quoted in an active market. Loans and receivables comprise accounts receivables and other receivables. Such assets are recognized initially at fair value, plus any directly attributable transaction costs. Subsequent to initial recognition, loans and receivables are measured at amortized cost using the effective interest method, less any impairment losses other than insignificant interest on short-term receivables. A regular way purchase or sale of financial assets shall be recognized and derecognized as applicable using tradedate accounting.
3) Impairment of financial assets
Except for financial assets at fair value through profit or loss, financial assets are assessed for impairment at each reporting date. A financial asset is impaired if, and only if, there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset (a “loss event”) and that loss event (or events) has an impact on the estimated future cash flows of the financial asset that can be estimated reliably.
Objective evidence that financial assets are impaired includes default or delinquency by a debtor, restructuring of an amount due to the Company on terms that the Company would not consider otherwise, indications that a debtor or issuer will enter bankruptcy, adverse changes in the payment status of borrowers or issuers, economic conditions that correlate with defaults, or the disappearance of an active market for a security. In addition, for an investment in an equity security, a significant or prolonged decline in its fair value below its cost is considered objective evidence of impairment.
(Continued)
17
PRIMAX ELECTRONICS LTD. Notes to the Financial Statements
All individually significant receivables are assessed for specific impairment. Receivables that are not individually significant are collectively assessed for impairment by grouping together assets with similar risk characteristics. In assessing collective impairment, the Company uses historical trends of the probability of default, the timing of recoveries, and the amount of loss incurred adjusted for management’s judgment as to whether current economic and credit conditions are such that the actual losses are likely to be greater or less than those suggested by historical trends.
An impairment loss in respect of a financial asset measured at amortized cost is calculated as the difference between its carrying amount and the present value of the estimated future cash flows discounted at the asset’s original effective interest rate.
An impairment loss in respect of a financial asset is deducted from the carrying amount except for accounts receivables, for which an impairment loss is reflected in an allowance account against the receivables. When it is determined a receivable is uncollectible, it is written off from the allowance account. Any subsequent recovery of a receivable written off is recorded in the allowance account. Changes in the amount of the allowance account are recognized in profit or loss.
Impairment losses on available-for-sale financial assets are recognized by reclassifying the losses accumulated in the fair value reserve in equity to profit or loss.
If, in a subsequent period, the amount of the impairment loss of a financial asset measured at amortized cost decreases and the decrease can be related objectively to an event occurring after the impairment was recognized, the decrease in impairment loss is reversed through profit or loss to the extent that the carrying value of the asset does not exceed its amortized cost before impairment was recognized at the reversal date.
Impairment losses recognized on an available-for-sale equity security are not reversed through profit or loss. Any subsequent recovery in the fair value of an impaired available-for-sale equity security is recognized in other comprehensive income, and accumulated in other equity.
Impairment losses and recoveries of accounts receivable are recognized in operating expense; impairment losses and recoveries of other financial assets are recognized in other gains and losses under non-operating income and expenses.
- 4) Derecognition of financial assets
Financial assets are derecognized when the contractual rights of the cash inflow from the asset are terminated, or when the Company transfers substantially all the risks and rewards of ownership of the financial assets.
On derecognition of a financial asset in its entirety, the difference between the carrying amount and the sum of the consideration received or receivable and any cumulative gain or loss that had been recognized in other comprehensive income is recognized in profit or loss, and it is included in other gains and losses under non-operating income and expenses.
(Continued)
18
PRIMAX ELECTRONICS LTD. Notes to the Financial Statements
The Company separates the part that continues to be recognized and the part that is derecognized based on the relative fair values of those parts on the date of the transfer. The difference between the carrying amount allocated to the part derecognized and the sum of the consideration received for the part derecognized and any cumulative gain or loss allocated to it that had been recognized in other comprehensive income shall be recognized in profit or loss, and it is included in other gains and losses under nonoperating income and expenses. A cumulative gain or loss that had been recognized in other comprehensive income is allocated between the part that continues to be recognized and the part that is derecognized, based on the relative fair values of those parts.
(ii) Financial liabilities and equity instruments
1) Classification of debt or equity
Debt or equity instruments issued by the Company are classified as financial liabilities or equity in accordance with the substance of the contractual agreement.
An equity instrument is any contract that evidences residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued are recognized as the amount of consideration received, less the direct cost of issuing.
2) Other financial liabilities
Financial liabilities not classified as held for trading or designated as at fair value through profit or loss, which comprise notes and accounts payable (including related parties), salary payable, other payables and loan and borrowings, are measured at fair value, plus any directly attributable transaction cost at the time of initial recognition. Subsequent to initial recognition, they are measured at amortized cost calculated using the effective interest method. Interest expense not capitalized as capital cost is recognized in profit or loss, and is included in finance costs under non-operating income and expenses.
3) Derecognition of financial liabilities
The Company derecognizes a financial liability when its contractual obligation has been discharged or cancelled, or has expired. The difference between the carrying amount of a financial liability removed and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognized in profit or loss, and is included in other gains and losses under non-operating income and expenses.
- 4) Offsetting of financial assets and liabilities
The Company presents financial assets and liabilities on a net basis when the Company has the legally enforceable right to offset and intends to settle such financial assets and liabilities on a net basis or to realize the assets and settle the liabilities simultaneously.
(Continued)
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PRIMAX ELECTRONICS LTD. Notes to the Financial Statements
(iii) Derivative financial instruments
The Company holds derivative financial instruments to hedge its foreign currency exposure. Derivatives are recognized initially at fair value, and attributable transaction costs are recognized in profit or loss as incurred. Subsequent to initial recognition, derivatives are measured at fair value, and changes therein are recognized in profit or loss, and included in other gains and losses under non-operating income and expenses. When the fair value of a derivative instrument is positive, it is classified as a financial asset, and when the fair value is negative, it is classified as a financial liability.
(g) Inventories
Inventories are measured at the lower of cost and net realizable value. The cost of inventories is based on the weighted-average-costing method, and includes expenditure incurred in acquiring the inventories, production or conversion costs, and other costs incurred in bringing them to their existing location and condition. In the case of manufactured inventories and work in progress, cost includes an appropriate share of production overheads based on normal operating capacity.
Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses.
(h) Investments in subsidiaries
Investments in subsidiaries are accounted for using the equity method. There is no difference between net income and comprehensive income in the Company’ s financial statements and net income and comprehensive income attributable to stockholders of the parent. The equity in the Company’ s financial statements and the equity attributable to stockholders of the parent in the Company’ s consolidated financial statements are also the same. Changes in the Company’ s ownership interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions. When the Company loses control over its subsidiaries, the Company derecognizes the investment by the book value on the date of loss of control and remeasures the rest of the investments at fair value on the same date.
(i) Investment property
Investment property is property held either to earn rental income or for capital appreciation or for both, but not for sale in the ordinary course of business, for use in the production or supply of goods or services, or for administrative purposes. Investment property is measured at cost on initial recognition and subsequently. Depreciation expense is calculated based on the depreciation method, useful life, and residual value which are the same as those adopted for property, plant and equipment. Cost includes expenditure that is directly attributable to the acquisition of the investment property.
When the use of an investment property changes such that it is reclassified as property, plant and equipment, its book value at the date of reclassification becomes its cost for subsequent accounting.
Any gain or loss on disposal of an investment property (calculated as the difference between the net proceeds from disposal and the carrying amount of the item) is recognized in profit or loss, and it is included in other gains and losses.
(Continued)
20
PRIMAX ELECTRONICS LTD. Notes to the Financial Statements
(j) Property, plant and equipment
(i) Recognition and measurement
Items of property, plant and equipment are measured at cost, less accumulated depreciation and accumulated impairment losses. Cost includes expenditure that is directly attributed to the acquisition of the asset. The cost of software is capitalized as part of the property, plant and equipment if the purchase of the software is necessary for the property, plant and equipment to be capable of operating.
Each part of an item of property, plant and equipment with a cost that is significant in relation to the total cost of the item shall be depreciated separately.
The gain or loss arising from the derecognition of an item of property, plant and equipment shall be determined as the difference between the net disposal proceeds and the carrying amount of the item, and it shall be recognized as other gains and losses under non-operating income and expense.
(ii) Reclassification to investment property
A property is reclassified to investment property at its carrying amount when the use of the property changes from owner-occupied to investment use.
- (iii) Subsequent cost
Subsequent expenditure is capitalized only when it is probable that the future economic benefits associated with the expenditure which can be reliably measured will flow to the Company. The carrying amount of those parts that are replaced is derecognized. Ongoing repairs and maintenance are expensed as incurred.
(iv) Depreciation
Depreciation is calculated on the cost of an asset less its residual value on a straight line basis over the estimated useful lives of each component of an item of property, plant and equipment. Items of property, plant and equipment with the same useful life may be grouped in determining the depreciation charge. The remainder of the items may be depreciated separately. The depreciation charge shall be recognized in profit or loss.
Land has an unlimited useful life and therefore is not depreciated.
The estimated useful lives for the current and comparative years of significant items of property, plant and equipment are as follows:
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1) Buildings and additional equipment: 1 ~ 51 years
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2) Machinery and equipment: 1 ~4 years
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3) Other equipment: 1 ~5 years
Depreciation methods, useful lives, and residual values are reviewed at each reporting date. If expectations differ from the previous estimates, the change is accounted for as a change in accounting estimate.
(Continued)
21
PRIMAX ELECTRONICS LTD. Notes to the Financial Statements
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(k) Lease
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(i) Lessor
Lease income from an operating lease is recognized in income on a straight-line basis over the lease term.
(ii) Lessee
Payments made under an operating lease (excluding insurance and maintenance expenses) are recognized in profit or loss on a straight-line basis over the term of the lease.
Contingent rent is recognized as expense in the periods in which it is incurred.
(l) Intangible assets
Intangible assets that are acquired by the Company are measured at cost, less accumulated amortization and any accumulated impairment losses.
Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure, including expenditure on internally generated goodwill and brands, is recognized in profit or loss as incurred.
The amortizable amount is the cost of an asset, less its residual value.
Amortization is recognized in profit or loss on a straight-line basis over the estimated useful lives of intangible assets from the date that they are available for use. The estimated useful lives for the current and comparative periods are as follows:
- (i) Trademarks 10 years
(ii) Patents 2.5~10 years
- (iii) Copyrights 15 years
The residual value, amortization period, and amortization method for an intangible asset with a finite useful life shall be reviewed at least annually at each fiscal year-end. Any change shall be accounted for as a change in accounting estimates.
(m) Impairment of non-financial assets
Non-financial assets, other than inventories and deferred tax assets, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. If it is not possible to determine the recoverable amount for the individual asset, then the Company will have to determine the recoverable amount for the asset’s cash-generating unit.
The recoverable amount for an individual asset or a cash-generating unit is the higher of its fair value, less costs to sell, or its value in use. If the recoverable amount of an individual asset or a cash-generating unit is less than its carrying amount, the carrying amount of the individual asset or cash-generating unit shall be reduced to its recoverable amount, and that reduction is accounted for as an impairment loss. An impairment loss shall be recognized immediately in profit or loss.
(Continued)
22
PRIMAX ELECTRONICS LTD. Notes to the Financial Statements
The Company assesses at the end of each reporting period whether there is any indication that an impairment loss recognized in prior periods for an asset may no longer exist or may have decreased. An impairment loss recognized in prior periods for an individual asset or a cash-generating unit shall be reversed if there has been an improvement in the estimates used to determine the recoverable amount since the last impairment loss was recognized. If this is the case, the carrying amount of the asset shall be increased to its recoverable amount but should not exceed the depreciated or amortized balance of the assets assuming no impairment loss was recognized in prior periods.
(n) Revenue
(i) Goods sold
Revenue from the sale of goods in the course of ordinary activities is measured at the fair value of the consideration received or receivable, net of returns, trade discounts, and volume rebates. Revenue is recognized when persuasive evidence exists that the significant risks and rewards of ownership have been transferred to the customer, recovery of the consideration is probable, the associated costs and possible return of goods can be estimated reliably, there is no continuing management involvement with the goods, and the amount of revenue can be measured reliably. If it is probable that a discount will be granted and the amount can be measured reliably, then the discount is recognized as a reduction of revenue as the sales are recognized.
The timing of the transfers of risks and rewards varies depending on the individual terms of the sales agreement. Transfer usually occurs when the goods is received at the customer’ s warehouse.
(ii) Services
The Company provides services, such as model research, development, and design, to customers. Revenue from services rendered is recognized in profit or loss in proportion to the stage of completion of the transaction, agreed by both sides, at the reporting date.
(o) Employee benefits
(i) Defined contribution plans
Obligations for contributions to defined contribution pension plans are recognized as an employee benefit expense in profit or loss in the periods during which services are rendered by employees.
(ii) Defined benefit plans
A defined benefit plan is a post-employment benefit plan other than a defined contribution plan. The Company’s net obligation in respect of defined benefit pension plans is calculated separately for each plan by estimating the amount of future benefit that employees have earned in return for their service in the current and prior periods, based on the discounted present value of the said defined benefit obligation. The fair value of any plan assets are deducted for purposes of determining the Company’s net defined benefit obligation. The discount rate used in calculating the present value is the market yield at the reporting date of government bonds that have maturity dates approximating the terms of the Company’s obligations and that are denominated in the same currency in which the benefits are expected to be paid.
(Continued)
23
PRIMAX ELECTRONICS LTD. Notes to the Financial Statements
The calculation is performed annually by a qualified actuary using the projected unit credit method. When the calculation results in a benefit to the Company, the recognized asset is limited to the total of the present value of economic benefits available in the form of any future refunds from the plan or reductions in future contributions to the plan. In order to calculate the present value of economic benefits, consideration is given to any minimum funding requirements that apply to any plan in the Company. An economic benefit is available to the Company if it is realizable during the life of the plan, or on settlement of the plan liabilities.
When the benefits of a plan are improved, the portion of the increased benefit relating to past service by employees is recognized immediately in profit or loss.
Remeasurements of the net defined benefit liability (asset), which comprise (1) actuarial gains and losses, (2) the return on plan assets (excluding interest), and (3) the effect of the asset ceiling (if any, excluding interest), are recognized immediately in other comprehensive income and recognized in retained earnings in a subsequent period.
- (iii) Short-term employee benefits
Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided.
A liability is recognized for the amount expected to be paid under short-term cash bonus or profit-sharing plans if the Company has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee, and the obligation can be estimated reliably.
(p) Share-based payment
The grant-date fair value of share-based payment awards granted to employees is recognized as employee expenses, with a corresponding increase in equity, over the period that the employees become unconditionally entitled to the awards. The amount recognized as an expense is adjusted to reflect the number of awards whose related service and non-market performance conditions are expected to be met, such that the amount ultimately recognized as an expense is based on the number of awards that meet the related service and non-market performance conditions at the vesting date.
For share-based payment awards with non-vesting conditions, the grant-date fair value of the sharebased payment is measured to reflect such conditions, and there is no true-up for differences between the expected and the actual outcomes.
(q) Income taxes
Income tax expenses include both current taxes and deferred taxes. Except for expenses related to business combinations or recognized directly in equity or other comprehensive income, all current and deferred taxes shall be recognized in profit or loss.
Current taxes include tax payables and tax deduction receivables on taxable gains (losses) for the year calculated using the statutory tax rate on the reporting date or the actual legislative tax rate, as well as tax adjustments related to prior years.
(Continued)
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PRIMAX ELECTRONICS LTD. Notes to the Financial Statements
Deferred taxes arise due to temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and their respective tax bases. Deferred taxes are recognized except for the following exceptions:
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(i) Assets and liabilities that are initially recognized but are not related to a business combination and have no effect on profit or taxable gains (losses) at the time of the transaction.
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(ii) Temporary differences arising from equity investments in subsidiaries or joint ventures where there is a high probability that such temporary differences will not reverse.
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(iii) Initial recognition of goodwill.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realized or the liability is settled, which are normally the tax rates that have been enacted or substantively enacted by the end of the reporting period.
Deferred tax assets and liabilities may be offset against each other if the following criteria are met:
-
(i) The entity has the legal right to settle tax assets and liabilities on a net basis; and
-
(ii) The taxing of deferred tax assets and liabilities fulfills one of the scenarios below:
-
1) levied by the same taxing authority; or
-
2) levied by different taxing authorities, but where each such authority intends to settle tax assets and liabilities (where such amounts are significant) on a net basis every year of the period of expected asset realization or debt liquidation, or where the timing of asset realization and debt liquidation is matched.
A deferred tax asset should be recognized for the carry forward of unused tax losses, unused tax credits, and deductible temporary differences to the extent that it is probable that future taxable profit will be available against which the unused tax losses, unused tax credits, and deductible temporary differences can be utilized. Such unused tax losses, unused tax credits, and deductible temporary differences shall also be re-evaluated every year on the financial reporting date, and they shall be adjusted based on the probability that future taxable profit that will be available against which the unused tax losses, unused tax credits, and deductible temporary differences can be utilized.
- (r) Earnings per share
The Company discloses the basic and diluted earnings per share attributable to ordinary stockholders of the Company. Basic earnings per share is calculated as the profit attributable to the ordinary stockholders of the Company divided by the weighted-average number of ordinary shares outstanding. Diluted earnings per share is calculated as the profit attributable to ordinary stockholders of the Company divided by the weighted-average number of ordinary shares outstanding after adjustment for the effects of all potentially dilutive ordinary shares. Dilutive potential ordinary shares comprise employee stock options, employee remuneration, and restricted stock.
(Continued)
25
PRIMAX ELECTRONICS LTD. Notes to the Financial Statements
(s) Operating segments
Please refer to the Company’s consolidated financial statements for the years ended December 31, 2017 and 2016, for further details.
(5) Significant accounting assumptions and judgments, and major sources of estimation uncertainty:
The preparation of the financial statements in conformity with the Regulations requires management to make judgments, estimates, and assumptions that affect the application of the accounting policies and the reported amount of assets, liabilities, income, and expenses. Actual results may differ from these estimates.
The management continues to monitor the accounting estimates and assumptions. The management recognizes any changes in accounting estimates during the period and the impact of those changes in accounting estimates in the next period.
There are no critical judgments made in applying the accounting policies that have significant effects on the amounts recognized in the financial statements.
Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment within the next financial year is as follows:
(a) Valuation of inventories
As inventories are measured at the lower of cost or net realizable value, the Company estimates the amount due to inventories’ obsolescence and unmarketable items at the reporting date and then writes down the cost of inventories to net realizable value. The net realizable value of the inventory is mainly determined based on assumptions as to future demand within a specific time horizon. Due to the rapid industrial transformation, there may be significant changes in the net realizable value of inventories.
- (b) Valuation of inventories and assessment of impairment of intangible assets of investments accounted for using equity method
Please refer to note 5(a) for inventories valuation. The Company’s investments accounted for using equity method include intangible assets from premium investment. The assessment of impairment of intangible assets required the Company to make subjective judgments on cash-generating units, allocate the intangible assets to relevant cash-generating units, and estimate the recoverable amount of relevant cash-generating units. Changes in economic conditions or changes in assessment caused by business strategies could result in significant impairment charges or reversal in future years.
The Company’ s accounting policies include measuring financial and non-financial assets and liabilities at fair value through profit or loss. The Company has established an internal control framework with respect to the measurement of fair value and regularly reviews significant unobservable inputs and valuation adjustments. If third-party information, such as broker quotes or pricing services, is used to measure fair value, then the Company assessed the evidence obtained from the third parties to support the conclusion that such valuations meet the requirements of IFRSs, including the level in the fair value hierarchy in which such valuations should be classified.
(Continued)
26
PRIMAX ELECTRONICS LTD. Notes to the Financial Statements
The Company strives to use market observable inputs when measuring assets and liabilities. Different levels of the fair value hierarchy to be used in determining the fair value of financial instruments are as follows:
-
(i) Level 1: quoted prices (unadjusted) in active markets for identifiable assets or liabilities.
-
(ii) Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
-
(iii) Level 3: inputs for the assets or liability that are not based on observable market data (unobservable inputs).
For any transfer within the fair value hierarchy, the impact of transfer is recognized on the reporting date. Please refer to note 6(w) for assumptions used in measuring fair value.
(6) Explanation of significant accounts:
- (a) Cash and cash equivalents
| Cash | and cash equivalents | |||
|---|---|---|---|---|
| December 31, | December 31, | |||
| 2017 | 2016 | |||
| Cash | on hand | $ | 451 | 543 |
| Checking accounts and demand deposits | 2,600,847 | 931,183 | ||
| Time | deposits | 1,377,992 | 3,819,472 | |
| $ | 3,979,290 | 4,751,198 | ||
| Please refer to note 6(w) for the currency risk and the interest rate risk of the Company’s cash and | ||||
| cash equivalents. | ||||
| Financial assets and liabilities at fair value through profit or loss | ||||
| (i) | The derivative financial instruments were as follows: | |||
| December 31, | December 31, | |||
| 2017 | 2016 | |||
| Financial assets at fair value through profit or loss – | ||||
| current: | ||||
| Forward exchange contracts | $ | 77,884 | 141,317 | |
| Foreign exchange swap contracts | 15,211 | - | ||
| $ | 93,095 | 141,317 | ||
| Financial liabilities at fair value through profit or | ||||
| loss – current: | ||||
| Forward exchange contracts | $ | (69,167) | (72,909) | |
| Foreign exchange swap contracts | (33,940) | (77,521) | ||
| $ | (103,107) | (150,430) |
- (b) Financial assets and liabilities at fair value through profit or loss
(Continued)
27
PRIMAX ELECTRONICS LTD. Notes to the Financial Statements
- (ii) The Company held the following derivative financial instruments not designated as hedging instruments presented as held-for-trading financial assets as of December 31, 2017 and 2016:
December 31, 2017
| Derivative financial instruments Forward exchange contracts – buy USD / sell TWD Forward exchange contracts -buy TWD / sell USD Forward exchange contracts – buy CNY/ sell USD Forward exchange swap contracts– swap in USD/ swap out TWD Forward exchange swap contracts– swap in TWD/ swap out USD |
Nominal amount Maturity date Predetermined rate USD 299,000 January 4, 2018~ June 26, 2018 29.437~30.021 USD 276,500 January 4, 2018~ March 26, 2018 29.792~30.328 USD 6,000 February 26, 2018 6.6875 USD 103,500 January 12, 2018~ February 9, 2018 30.052~30.232 USD 116,000 January 5, 2018~ June 26, 2018 29.583~30.0155 December 31, 2016 |
|---|---|
| Derivative financial instruments Forward exchange contracts – buy USD / sell TWD Forward exchange contracts -buy TWD / sell USD Forward exchange swap contracts – swap in TWD / swap out USD |
Nominal amount Maturity date Predetermined rate USD 252,000 January 5, 2017~ March 27, 2017 31.157~32.015 USD 189,500 January 5, 2017~ March 27, 2017 31.765~32.290 USD 81,000 January 5, 2017~ January 19, 2017 31.245~31.920 |
(iii) Please refer to note 6(w) for the liquidity risk of the Company’s financial instruments.
- (c) Available-for-sale financial assets – non-current
| Stocks listed in domestic markets Stocks unlisted in domestic markets Stocks unlisted in foreign markets |
December 31, 2017 December 31, 2016 $ - 586,404 380,835 287,517 16,417 - $ 397,252 873,921 |
|---|---|
(i) WK Technology Fund IV Ltd. refunded $1,280 and $2,816 to the Company due to capital reduction in April 2016 and July 2017, respectively.
(Continued)
28
PRIMAX ELECTRONICS LTD. Notes to the Financial Statements
-
(ii) The Company held 30% shares of Global TEK Fabrication Co., Ltd’s shares and sold 20% of them at $50 per share on October 3, 2016. The total proceeds of $549,347 were received. The Company recorded the total gain of $248,004 under other gains or losses, including the amount of $83,219 from the remaining shares measured at fair value due to losing its control over Global TEK Fabrication Co., Ltd. The Company reclassified the carrying amounts of the
- -
remaining shares to available-for-sale financial asset non-current. Please refer to the Company’s consolidated financial statements of 2017 for further information on losing control of subsidiaries.
-
(iii) In the second quarter of 2016, the Company sold 841 thousand shares of Nien Made Enterprise Co., Ltd. for $220,270. The gain from disposal of which was recognized as other gains and losses, amounted to $140,969, deducting the cost of $79,301. Also, in the fourth quarter of 2017, the Company sold 1,764 thousand shares of Nien Made Enterprise Co., Ltd. for $497,186. The gain from disposal of which was recognized as other gains and losses, amounted to $330,887, deducting the cost of $166,299.
-
- -
(iv) The Company invested $21,045 in the unlisted company Grove Ventures, L.P, and classified as available-for-sale financial assets in March 2017.
-
(v) The unrealized gains were $2,288 and $111,105 for the years ended December 31, 2017 and 2016, respectively, and were recognized as unrealized gains on available-for-sale financial assets. The Company reclassified the realized gains of Nien Made Enterprise amounted to $330,887 in 2017 as gains from disposal.
-
(vi) The Company did not provide any of the aforementioned available-for-sale financial assets as collateral.
-
(d) Accounts receivable, and other receivables (including related parties)
| Accounts receivable Accounts receivable – related parties Other receivables Less: allowance for doubtful accounts allowance for sales returns and discounts Total |
December 31, 2017 December 31, 2016 $ 6,385,246 7,437,179 29,181 513,446 184,718 1,050,923 (101,027) (76,977) (27,829) (20,494) $ 6,470,289 8,904,077 |
|---|---|
-
(i) The Company did not provide any of the aforementioned accounts receivable and other receivables (including related parties) as collateral.
-
(ii) Please refer to note 6(w) for the movements in the allowance for doubtful accounts and the credit risk and currency risk for the years ended December 31, 2017 and 2016.
(Continued)
29
PRIMAX ELECTRONICS LTD. Notes to the Financial Statements
- (iii) The Company entered into agreements with banks to sell its accounts receivable without recourse. According to the agreements, within the limit of its credit facilities, the Company does not need to guarantee the capability of its customers to pay for reasons other than commercial disputes when transferring its accounts receivable. The Company receives partial advances upon sales of accounts receivable and pays interest calculated based on the interest rates agreed for the period through the collection of the accounts receivable. The remaining amounts are received upon the collection of the accounts receivable, and are recorded as other receivables. In addition, the Company shall pay handling charges based on a fixed rate. As of December 31, 2017 and 2016, the details of transferred accounts receivable which conformed to the criteria for derecognition were as follows:
| December 31, 2017 | ||||
|---|---|---|---|---|
| Buyer Mega International Commercial Bank HSBC Bank Bank of Taiwan EnTie Bank |
Amount sold NT$ $ - - - 81,751 $ 81,751 |
Credit facilities US$ (expressed in thousand) 15,000 45,000 29,250 7,000 96,250 |
Cash received in advance NT$ Interest rate Guarantee (promissory note) expressed in thousands - - US 3,750 - - US 13,500 - - NT 210,000 - - - - |
Amount derecognized NT$ Amount not received NT$ - - - - - - - 81,751 - 81,751 |
| December 31, 2016 | ||||
|---|---|---|---|---|
| Buyer Mega International Commercial Bank HSBC Bank Bank of Taiwan |
Amount sold NT$ $ 374,057 592,397 449,051 $ 1,415,505 |
Credit facilities US$ (expressed in thousand) 20,000 64,400 26,000 110,400 |
Cash received in advance NT$ Interest rate Guarantee (promissory note) expressed in thousands 336,651 % 1.75 US 5,000 533,157 % 1.42 US 58,000 404,146 % 2.10 NT 772,200 1,273,954 |
Amount derecognized NT$ Amount not received NT$ 336,651 37,406 533,157 59,240 404,146 44,905 1,273,954 141,551 |
(iv) Please refer to note 9 for guarantee notes provided by the Company to sell its accounts receivable.
(e) Inventories
| Raw materials Finished goods and merchandise |
December 31, 2017 December 31, 2016 $ 9,896 102,684 2,118,545 2,190,735 $ 2,128,441 2,293,419 |
|---|---|
The Company did not provide any of the aforementioned inventories as collateral.
(Continued)
30
PRIMAX ELECTRONICS LTD. Notes to the Financial Statements
For the years ended December 31, 2017 and 2016, the Company recognized the following items as cost of goods sold:
| Losses on inventory valuation Losses on disposal of inventories Gains (losses) on physical inventories, net |
2017 2016 $ (23,422) (10,601) (90,243) (19,737) 725 (2,178) $ (112,940) (32,516) |
|---|---|
- (f) Investments accounted for using equity method
The Company’s investments accounted for using the equity method at the reporting dates comprise:
| Subsidiaries | December 31, 2017 December 31, 2016 $ 10,287,105 9,317,894 |
|---|---|
-
(i) Please refer to the Company’s consolidated financial statements for the year ended December 31, 2017, for details of subsidiaries.
-
(ii) The Company did not provide investments accounted for using the equity method as collateral.
-
(g) Property, plant and equipment
The cost, and depreciation of the property, plant and equipment of the Company for the years ended December 31, 2017 and 2016, were as follows:
| Cost or deemed cost: Balance on January 1, 2017 Additions Disposals Reclassifications Balance on December 31, 2017 Balance on January 1, 2016 Additions Disposals Reclassifications Balance on December 31, 2016 Depreciation: Balance on January 1, 2017 Depreciation Disposals Balance on December 31, 2017 |
Land $ 22,879 - - - $ 22,879 $ 22,879 - - - $ 22,879 $ - - - $ - |
Buildings and additional equipment 141,789 - (116) - 141,673 141,789 - - - 141,789 131,935 353 (116) 132,172 |
Machinery and equipment 71,514 6,149 (2,593) 2,987 78,057 67,355 10,148 (8,759) 2,770 71,514 48,516 10,788 (2,099) 57,205 |
Other equipment 46,264 3,596 (663) 8,136 57,333 44,743 4,580 (3,059) - 46,264 37,856 5,496 (627) 42,725 |
Testing equipment Total 4,646 287,092 11,564 21,309 - (3,372) (15,014) (3,891) 1,196 301,138 204 276,970 8,334 23,062 - (11,818) (3,892) (1,122) 4,646 287,092 - 218,307 - 16,637 - (2,842) - 232,102 |
|---|---|---|---|---|---|
(Continued)
31
PRIMAX ELECTRONICS LTD. Notes to the Financial Statements
| Balance on January 1, 2016 Depreciation Disposals Balance on December 31, 2016 Carrying amounts: Balance on December 31, 2017 Balance on December 31, 2016 Balance on January 1, 2016 |
Land $ - - - $ - $ 22,879 $ 22,879 $ 22,879 |
Buildings and additional equipment 131,577 358 - 131,935 9,501 9,854 10,212 |
Machinery and equipment 44,394 12,712 (8,590) 48,516 20,852 22,998 22,961 |
Other equipment 35,445 4,995 (2,584) 37,856 14,608 8,408 9,298 |
Testing equipment Total - 211,416 - 18,065 - (11,174) - 218,307 1,196 69,036 4,646 68,785 204 65,554 |
|---|---|---|---|---|---|
(i) The unamortized deferred revenue of equipment subsidy amounted to $885,580 and $1,159,073 for the years ended December 31, 2017 and 2016, respectively.
(ii) The Company did not provide property, plant and equipment as collateral.
(h) Investment property
| Cost or deemed cost: Balance on January 1, 2017 Additions Balance on December 31, 2017 Balance on January 1, 2016 Additions Balance on December 31, 2016 Depreciation and impairment losses: Balance on January 1, 2017 Depreciation Balance on December 31, 2017 Balance on January 1, 2016 Depreciation Balance on December 31, 2016 |
Land $ 162,012 - $ 162,012 $ 162,012 - $ 162,012 $ 33,941 - $ 33,941 $ 33,941 - $ 33,941 |
Buildings and other equipment Total 172,167 334,179 - - 172,167 334,179 172,167 334,179 - - 172,167 334,179 45,089 79,030 3,560 3,560 48,649 82,590 41,529 75,470 3,560 3,560 45,089 79,030 |
|---|---|---|
(Continued)
32
PRIMAX ELECTRONICS LTD. Notes to the Financial Statements
| Carrying amounts: Balance on December 31, 2017 Balance on December 31, 2016 Balance on January 1, 2016 Fair value: Balance on December 31, 2017 Balance on December 31, 2016 Balance on January 1, 2016 |
Land $ 128,071 $ 128,071 $ 128,071 |
Buildings and other equipment Total 123,518 251,589 127,078 255,149 130,638 258,709 $ 555,061 $ 629,690 $ 592,092 |
|---|---|---|
-
(i) The fair value of investment property is based on the quotation from third parties, which is categorized within Level 3.
-
(ii) Investment property comprises a number of commercial properties which are leased to third parties. Each of the leases contains an initial non-cancellable period between 1 and 2 years. Subsequent renewals are negotiated with the lessee, and no contingent rents are charged. Please refer to note 6(l) for further information.
(iii) The Company did not provide any of the aforementioned investment property as collateral.
(i)
- Intangible assets
The cost and amortization of the intangible assets of the Company for the years ended December 31, 2017 and 2016, were as follows:
| Cost: Balance on January 1, 2017 Acquisition Balance on December 31, 2017 Balance on January 1, 2016 Acquisition Balance on December 31, 2016 Amortization: Balance on January 1, 2017 Amortization Balance on December 31, 2017 Balance on January 1, 2016 Amortization Balance on December 31, 2016 |
Trademarks $ 25,584 - $ 25,584 $ 25,584 - $ 25,584 $ 18,548 2,559 $ 21,107 $ 15,990 2,558 $ 18,548 |
Patents 64,271 - 64,271 64,271 - 64,271 64,271 - 64,271 62,337 1,934 64,271 |
Copyrights Total 30,832 120,687 - - 30,832 120,687 30,832 120,687 - - 30,832 120,687 14,902 97,721 2,056 4,615 16,958 102,336 12,846 91,173 2,056 6,548 14,902 97,721 |
|---|---|---|---|
(Continued)
33
PRIMAX ELECTRONICS LTD. Notes to the Financial Statements
| Carrying amount: Balance on December 31, 2017 Balance on December 31, 2016 Balance on January 1, 2016 |
Trademarks $ 4,477 $ 7,036 $ 9,594 |
Patents - - 1,934 |
Copyrights Total 13,874 18,351 15,930 22,966 17,986 29,514 |
|---|---|---|---|
The Company did not provide any of the aforementioned intangible assets as collateral.
(j) Short-term borrowings
The details were as follows:
| Unsecured bank loans Unused credit lines Annual interest rates |
December 31, 2017 December 31, 2016 $ - - $ 8,966,896 10,044,220 0.97%~1.84% 0.93%~1.27% |
|---|---|
- (k) Long-term borrowings
December 31, 2017
| Unsecured bank loans Less: current portion Total Unused credit lines Unsecured bank loans Less: current portion Total Unused credit lines |
Currency | Annual interest rate |
|---|---|---|
| TWD | ||
| Currency | Annual interest rate |
|
| TWD | 0.95%~1.56% |
- (i) Pursuant to the loan agreements with The Export-Import Bank of the ROC and CTBC Bank, the Company has to maintain the following financial ratios calculated based on the Company’s semi-annual audited (reviewed) consolidated financial statements. As of December 31, 2017, the Company had not violated the financial covenants. The financial covenants include (1) a current ratio of not less than 100%; (2) a financial debt ratio of not greater than 75%; (3) an interest coverage ratio of not less than 400%; and (4) stockholders’ equity of not less than $4,000,000. If the Company violates the financial covenants, the banks have the right to charge a default penalty or to require the Company to improve its financial ratios.
(Continued)
34
PRIMAX ELECTRONICS LTD. Notes to the Financial Statements
(ii) Please refer to note 9 for the details of the outstanding guarantee notes.
(l) Operating lease
(i) Lessee
Non-cancellable operating lease rentals are payable as follows:
| Less than one year Between one and five years |
December 31, 2017 December 31, 2016 $ 93,430 90,708 - 93,430 $ 93,430 184,138 |
|---|---|
The Company leases a number of offices under operating leases. The lease terms are 15 years.
(ii) Lessor
The Company leases out its investment property under operating leases. Please refer to note 6(h) for further information. Non-cancellable operating leases receivable are as follows:
| Less than one year between two and five years More than five years |
December 31, 2017 December 31, 2016 $ 11,381 10,957 37,135 37,775 75,600 84,857 $ 124,116 133,589 |
|---|---|
(m) Employee benefits
(i) Defined benefit plans
Reconciliation of defined benefit obligation at present value and plan asset at fair value are as follows:
| Present value of defined benefit obligations $ Fair value of plan assets Deficit in the plan Asset ceiling Net defined benefit liability $ |
December 31, 2017 December 31, 2016 156,494 160,593 88,082 96,865 68,412 63,728 - - 68,412 63,728 |
|---|---|
(Continued)
35
PRIMAX ELECTRONICS LTD. Notes to the Financial Statements
The Company makes defined benefit plan contributions to the pension fund account with Bank of Taiwan that provides pensions for employees upon retirement. The plans (covered by the Labor Standards Law) entitle a retired employee to receive retirement benefits based on years of service and average salary for the six months prior to retirement.
1) Composition of plan assets
The Company allocates pension funds in accordance with the Regulations for Revenues, Expenditures, Safeguard and Utilization of the Labor Retirement Fund, and such funds are managed by the Bureau of Labor Funds, Ministry of Labor. With regard to the utilization of the funds, minimum earnings shall be no less than the earnings attainable from two-year time deposits with interest rates offered by local banks.
The Company’ s Bank of Taiwan labor pension reserve account balance amounted to $88,082 at the end of the reporting period. For information on the utilization of the labor pension fund assets, including the asset allocation and yield of the fund, please refer to the website of the Bureau of Labor Funds, Ministry of Labor.
- 2) Movements in present value of defined benefit obligations
The movements in present value of defined benefit obligations for the Company for the years ended December 31, 2017 and 2016, were as follows:
| 2017 | 2016 | ||
|---|---|---|---|
| Defined benefit obligation on January 1 | $ | 160,593 | 160,913 |
| Business combinations | |||
| Benefits paid | (12,898) | (4,995) | |
| Current service costs and interest cost | 2,707 | 3,417 | |
| Remeasurement of net defined benefit liabilities | 6,092 | 1,258 | |
| Defined benefit obligation on December 31 | $ | 156,494 | 160,593 |
- 3) Movements of defined benefit plan assets
The movements in the present value of the defined benefit plan assets for the Company for the years ended December 31, 2017 and 2016, were as follows:
| Fair value of plan assets on January 1 Interest income Remeasurement of net defined liabilities Contributions paid Benefits paid Fair value of plan assets on December 31 |
2017 2016 $ 96,865 97,683 701 942 183 (271) 3,231 3,506 (12,898) (4,995) $ 88,082 96,865 |
|---|---|
(Continued)
36
PRIMAX ELECTRONICS LTD. Notes to the Financial Statements
- 4) Expenses recognized in profit or loss
The expenses recognized in profit or loss for the Company for the years ended December 31, 2017 and 2016, were as follows:
| Current service costs Net interest of net liabilities for defined benefit Expenses |
2017 2016 $ 1,153 1,401 853 1,074 $ 2,006 2,475 |
|---|---|
- 5) Remeasurement of net defined liability (asset) recognized in other comprehensive income
The Company’s remeasurement of net defined benefit liability (asset) recognized in other comprehensive income for the years ended December 31, 2017 and 2016, was as follows:
| Balance on January 1 Recognized during the period Balance on December 31 |
2017 2016 $ 4,421 2,892 5,909 1,529 $ 10,330 4,421 |
|---|---|
- 6) Actuarial assumptions
The principal actuarial assumptions at the reporting date were as follows:
| Discount rate Future salary increase rate |
December 31, 2017 December 31, 2016 % 1.250 % 1.375 % 3.250 % 3.250 |
|---|---|
The expected allocation payment to be made by the Company to the defined benefit plans for the one-year period after the reporting date was $3,192. The weighted-average lifetime of the defined benefit plans is 11 years.
- 7) Sensitivity analysis
When computing the present value of the defined benefit obligations, the Company uses judgments and estimations to determine the actuarial assumptions, including discount rates and future salary changes, as of the financial statement date. Any changes in the actuarial assumptions may significantly impact the amount of the defined benefit obligations.
(Continued)
37
PRIMAX ELECTRONICS LTD. Notes to the Financial Statements
If the actuarial assumptions had changed, the impact on the present value of the defined benefit obligation shall be as follows:
| benefit obligation shall be as follows: | |
|---|---|
| December 31, 2017 Discount rate Future salary increase rate December 31, 2016 Discount rate Future salary increase rate |
Influences of defined benefit obligations |
| Increased 0.25% Decreased 0.25% $ (3,420) 3,533 $ 3,374 (3,283) $ (3,586) 3,708 $ 3,545 (3,447) |
Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions constant, would have affected the defined benefit obligation by the amounts shown above. Many assumption changes may affect each other in practice. The method used in the sensitivity analysis is consistent with the calculation of pension liabilities in the balance sheets.
There were no change in the method and assumptions used in the preparation of the sensitivity analysis for 2017 and 2016.
(ii) Defined contribution plans
The Company allocates 6% of each employee’s monthly wages to the labor pension personal account at the Bureau of Labor Insurance in accordance with the provisions of the Labor Pension Act. Under this defined contribution plan, the Company contributes a fixed amount to the Bureau of Labor Insurance without additional legal or constructive obligation.
The Company recognized pension costs under the defined contribution method amounting to $43,315 and $41,230 for the years ended December 31, 2017 and 2016, respectively, recorded as operating expenses and operating cost in the statement of comprehensive income.
(n) Income taxes
(i) The components of income tax expenses for the years ended December 31, 2017 and 2016, were as follows:
| Current tax expense Deferred tax expense Income tax expense |
2017 2016 $ 35,506 432,225 85,912 (18,771) $ 121,418 413,454 |
|---|---|
(ii) The Company had no income tax recognized directly in equity or other comprehensive income for the years ended December 31, 2017 and 2016.
(Continued)
38
PRIMAX ELECTRONICS LTD. Notes to the Financial Statements
(iii) Reconciliation of income tax expenses and profit before tax for the years ended December 31, 2017 and 2016, were as follows:
| Profit before tax Income tax calculated based on the Company’s domestic tax rate Overseas investment gains recognized under the equity method Investment tax credits accrued Prior year’s income tax adjustment 10% surtax on unappropriated earnings Gains on disposal of stocks Others Income taxes expense |
2017 2016 $ 2,178,833 2,347,524 370,401 399,079 (168,149) (47,655) (51,586) (41,196) 5,620 7,106 62,744 65,978 (56,251) (50,023) (41,361) 80,165 $ 121,418 413,454 |
|---|---|
-
(iv) Deferred tax assets and liabilities
-
1) Unrecognized deferred tax liabilities
The Company is able to control the timing of the reversal of the temporary differences associated with subsidiaries’ earnings. Also, the management considered it probable that the temporary differences will not be reversed in the foreseeable future. Hence, such temporary differences were not recognized under deferred tax liabilities. Details were as follows:
| follows: | |||
|---|---|---|---|
| December 31, | December 31, | ||
| 2017 | 2016 | ||
| Aggregate amount of temporary differences related | |||
| to investments in subsidiaries | $ | 573,124 | 422,133 |
- 2) Unrecognized deferred tax assets
Deferred tax assets have not been recognized in respect of the following items:
| Deductible temporary differences | December 31, 2017 December 31, 2016 $ 73,400 109,500 |
|---|---|
The deductible temporary differences cannot be realized. Therefore, they were not recognized as deferred tax assets.
(Continued)
39
PRIMAX ELECTRONICS LTD. Notes to the Financial Statements
- 3) Recognized deferred tax assets and liabilities
Changes in the amount of deferred tax assets and liabilities for the years ended December 31, 2017 and 2016, were as follows:
| Deferred tax liabilities: Balance on January 1, 2017 Recognized in profit or loss Balance on December 31, 2017 Balance on January 1, 2016 Recognized in profit or loss Balance on December 31, 2016 |
Investment income recognized under the equity method (overseas) |
Unrealized foreign exchange gains |
Others Total |
|
|---|---|---|---|---|
| $ 136,577 51,480 $ 188,057 $ 112,054 24,523 $ 136,577 |
- 24,493 24,493 - - - |
16,984 153,561 - 75,973 16,984 229,534 5,528 117,582 11,456 35,979 16,984 153,561 |
| Deferred tax assets: Balance on January 1, 2017 Recognized in profit or loss Balance on December 31, 2017 Balance on January 1, 2016 Recognized in profit or loss Balance on December 31, 2016 |
Bad debt in excess of tax limit $ 25,454 21,818 $ 47,272 $ 20,939 4,515 $ 25,454 |
Unfunded pension fund contribution 14,298 (208) 14,090 14,473 (175) 14,298 |
Unrealized sales returns and allowances 57,615 42,483 100,098 44,241 13,374 57,615 |
Loss on inventory valuation 4,570 2,781 7,351 3,267 1,303 4,570 |
Deferred granted revenue 197,042 (46,493) 150,549 173,185 23,857 197,042 |
Unrealized exchange losses 49 (49) - 17,339 (17,290) 49 |
Others Total 49,241 348,269 (30,271) (9,939) 18,970 338,330 20,075 293,519 29,166 54,750 49,241 348,269 |
|---|---|---|---|---|---|---|---|
(v) Except for 2014, the Company’s income tax returns have been examined by the tax authority through the years to 2015.
- (vi) Information related to the unappropriated earnings and tax deduction ratio is summarized below:
| Unappropriated earnings in 1998 and after Balance of imputation credit account Creditable ratio for earnings distribution to ROC residents stockholders |
December 31, 2017 December 31, 2016 (Note) $ 4,779,419 (Note) $ 508,028 2017 2016 (actual) (Note) 14.50 % |
December 31, 2017 December 31, 2016 (Note) $ 4,779,419 (Note) $ 508,028 2017 2016 (actual) (Note) 14.50 % |
|---|---|---|
| 2016 (actual) | ||
| 14.50 % |
The above information was prepared in accordance with information letter No. 10204562810 issued by the Ministry of Finance, ROC, on October 17, 2013.
(Continued)
40
PRIMAX ELECTRONICS LTD. Notes to the Financial Statements
- Note: According to the amendments to the “Income Tax Act” enacted by the office of the President of the Republic of China (Taiwan) on February 7, 2018, effective January 1, 2018, companies will no longer be required to establish, record, calculate, and distribute their ICA due to the abolishment of the imputation tax system.
(o) Capital and other equity
As of December 31, 2017 and 2016, the nominal ordinary shares both amounted to $5,500,000. Par value of each share is $10 (dollars), which means in total there were 550,000 thousand authorized ordinary shares, of which 445,688 thousand and 442,134 thousand shares, respectively, were issued. All issued shares were paid up upon issuance.
Reconciliation of shares outstanding for the years ended December 31, 2017 and 2016, were as follows:
| (in thousands of shares) Balance on January 1 Exercise of employee stock options Issuance of restricted stock Redemption of restricted stock Balance on December 31 |
Ordinary shares | |
|---|---|---|
| 2017 2016 442,134 441,188 648 1,331 3,000 - (94) (385) 445,688 442,134 |
||
-
(i) Ordinary shares
-
1) The Company issued 648 thousand and 1,331 thousand new shares of ordinary shares for the exercise of employee stock options in 2017 and 2016, respectively. The related registration procedures were also completed.
-
2) Employee stock options exercised without registration procedures were recorded as capital collected in advance. The exercise price and units as of December 31, 2017 and 2016, were as follows:
| Exercise price per share: $24.10 Exercise price per share: $25.20 |
December 31, 2017 |
|---|---|
| Exercised shares (in thousands) Exercise price 128 $ 3,085 December 31, 2016 |
|
| Exercised shares (in thousands) Exercise price 120 $ 3,024 |
|
(Continued)
41
PRIMAX ELECTRONICS LTD. Notes to the Financial Statements
(ii) Capital surplus
The balances of capital surplus as of December 31, 2017 and 2016, were as follows:
| Additional paid-in capital Employee stock options Restricted employee stock options Long-term stock investment |
December 31, 2017 December 31, 2016 $ 545,657 508,583 233,624 229,175 150,209 53,708 303,000 - $ 1,232,490 791,466 |
|---|---|
According to the ROC Company Act, capital surplus can only be used to offset a deficit, and only the realized capital surplus can be used to increase the common stock or be distributed as cash dividends. The aforementioned realized capital surplus includes capital surplus resulting from premium on issuance of capital stock and earnings from donated assets received. According to the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, the capital increase via transferring of the paid-in capital, in excess of par value, should not exceed 10% of the total common stock outstanding.
(iii) Retained earnings
According to the articles of the Company, 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 earing left over, until the accumulated legal capital reserve has equaled the total capital of the Company; then set aside a special capital reserve in accordance with relevant laws, the balance of the earnings shall combined into an aggregate amount of undistributed earnings, which shall become the aggregate distributable earnings to be distributed according to the distribution plan proposed by the board of directors and submitted to the stockholders’ meeting for resolution.
The Company is at the growth stage and considers its future cash demand, long-term financial plans, benefits to stockholders, and balanced dividends. Earnings distribution is made by stock dividend and cash dividend. The cash dividend shall not be less than 10 percent of the total dividends and could be adjusted depending on the Company’s operating condition.
1) Legal reserve
In accordance with the Company Act, 10 percent of the net income after tax should be set aside as legal reserve, until it is equal to share capital. If the Company experiences profit for the year, the distribution of the statutory earnings reserve, either by new shares or by cash, shall be decided at the shareholders’ meeting, and the distribution amount is limited to the portion of legal reserve which exceeds 25 percent of the paid-in capital.
(Continued)
42
PRIMAX ELECTRONICS LTD. Notes to the Financial Statements
2) Special reserve
By choosing to apply exemptions granted under IFRS 1 “ First-time Adoption of International Financial Reporting Standards” during the Company’s first-time adoption of the International Financial Reporting Standards endorsed by the FSC, retained earnings increased by $97,300 by recognizing the cumulative translation adjustments (gains) on the adoption date as deemed cost. In accordance with Ruling No. 1010012865 issued by the FSC on April 6, 2012, the increase in retained earnings due to the first-time adoption of IFRSs shall be reclassified as special reserve, and when the relevant asset is used, disposed of, or reclassified, this special reserve shall be reversed as distributable earnings proportionately. The carrying amount of special reserve amounted to $97,300 on December 31, 2017.
In accordance with the guidelines of the above Ruling, a portion of current-period earnings and undistributed prior-period earnings shall be reclassified as special earnings reserve during earnings distribution. The amount to be reclassified should be equal to the difference between the total net current-period reduction of special earnings reserve resulting from the first-time adoption of IFRSs and the carrying amount of other stockholders’ equity as stated above. Similarly, a portion of undistributed prior-period earnings shall be reclassified as special earnings reserve (which does not qualify for earnings distribution) to account for cumulative changes to other stockholders’ equity pertaining to prior periods due to the first-time adoption of IFRSs. Amounts of subsequent reversals pertaining to the net reduction of other stockholders’ equity shall qualify for additional distributions.
3) Earnings distribution
On May 25, 2017, and June 20, 2016, the stockholders’ meeting resolved the distribution of earnings for 2016 and 2015, respectively. The distribution were NT$2.5 and 2.1 (dollars) per share, which amounted to $1,111,886 and $927,933, respectively.
(p) Share-based payment
-
(i) Employee stock options and share-based payment
-
1) On December 28, 2007, the Company merged with Primax and assumed the outstanding employee stock options of Primax. Based on the swap ratio approved by Primax Holdings’ board of directors, Primax Holdings issued 1,795,879 units of employee stock options in exchange for all of the employee stock options issued by Primax. According to the option plan, each unit could be converted into 1 common share of Primax Holdings. The primary terms and conditions of the employee stock options were as follows:
a) Exercise period:
From the grant dates in May 2005, June and December 2006, and February and March 2007, the options are exercisable at the following rates two years after the grant date. The term of the employee stock options is 5 years. The employee stock options and any right thereof shall not be transferred, pledged, donated, or disposed of in any way, with the exception of inherited options.
(Continued)
43
PRIMAX ELECTRONICS LTD. Notes to the Financial Statements
| Period following the grant of options 2 years 3 years |
Exercisable percentage (cumulative) |
|---|---|
50 % 100 % |
-
b) Procedure for fulfilling obligation: Primax Holdings fulfills its obligation by issuing new ordinary shares.
-
2) Based on the resolution approved in the board of directors’ meeting of Primax Holdings held on December 31, 2007, Primax Holdings declared an incentive plan to grant the right to some employees of the Company to participate in the subscription of the nonvoting ordinary shares of Primax Holdings. The transaction is a kind of equity-settled share-based payment agreement, and the equity instruments under this agreement were vested at the date of grant. Primax Holdings recognized the compensation cost by using the fair value method. The difference in value between the net value per share of Primax Holdings determined at the grant date and the exercise price per share was recognized as cost of long-term investment in the Company by Primax Holdings in 2007, and was recognized as compensation cost and capital surplus by the Company. Based on the resolution approved in the board of directors’ meeting of Primax Holdings held in April 2008, Primax Holdings amended the share-based payment agreement mentioned above, and consequently, the non-voting ordinary shares were replaced by options to purchase them. The amendment had no impact on the accompanying financial statements.
-
3) In addition, Primax Holdings declared an incentive plan to grant stock options to employees of the Company in January, May and November 2008 to participate in the subscription of the non-voting ordinary shares of Primax Holdings. Some of the options are vested at the grant date; the others are vested from two years to five years after the grant date. Primax Holdings recognized the compensation cost by using the fair value method as cost of long-term investment in the Company, and the Company correspondingly recognized it as compensation cost and capital surplus.
-
4) Based on the resolution approved in the board of directors’ meetings of Primax Holdings and the Company held in December 2008, the Company issued employee stock options in exchange for part of the unvested or unexercised employee stock options issued by Primax Holdings. Specifically, 2.94 units of employee stock options were issued by the Company in exchange for 1 unit of the employee stock options issued by Primax Holdings. Each unit of the Company’s options could be converted into 1 common share of the Company. The exercise price of Primax Holdings’ options is USD0.2 per unit; the exercise price of the Company’ s options is NT$11.42 (dollars) per unit after the modification. Meanwhile, the Company granted a certain amount of retention bonus to employees at the modification date, and the Company shall pay the retention bonus when the Company’ s stock options are exercised. The other terms and conditions of the employee stock options are not changed. According to the modification, the Company decreased the capital surplus by $118,089, and recognized a corresponding increase in retention bonus payable (recorded as accrued expense and other liabilities) on December 30, 2008. The incremental fair value of $55,308 resulting from the modification will be recognized as compensation cost over the remainder of the vesting period.
(Continued)
44
PRIMAX ELECTRONICS LTD. Notes to the Financial Statements
-
5) In accordance with the revised employee stock option plan mentioned above, the Company issued 9,545,248 units of employee stock options in November 2009. Each unit could be converted into 1 ordinary share of the Company.
-
6) In September 2011, the Company’s board of directors resolved to issue employee stock options (Plan 3). The plan was approved by the SFB in October 2011, and the maximum number of options authorized to be granted was 5,000 units with each unit eligible to be converted into 1,000 ordinary shares of the Company when exercised. The options may be granted to qualified employees of the Company or any of its domestic or foreign subsidiaries in which the Company owns, directly or indirectly, more than fifty percent (50%) of the subsidiary’s voting rights. The Company actually issued 1,500 units and 3,500 units in November 2011 and October 2012, respectively, which were evaluated at fair value. In accordance with the employee stock option plan mentioned above, the Company recognized the investment and capital surplus amounting to $11,072 and $2,517 in 2017 and 2016, respectively.
-
7) As of December 31, 2017, outstanding employee stock options of the Company for equity-settled share-based payment were as follows:
| Modification and grant date Exercise price Granted units (thousand) Service period (from the grant date of the original stock options) Vesting period (from the grant date of the original stock options) |
Plan 1 (note) December 30, 2008/ November 12, 2009 11.42 30,828 5 years (May 23, 2005~ November 11, 2014) 2 ~ 3 years |
Plan 2 (note) December 30, 2008/ November 12, 2009 11.42 7,224 6~8 years (January 2, 2008~ November11, 2017) 3 ~ 5 years |
Plan 3 (note) |
|---|---|---|---|
| Issued in November 2011 Issued in October 2012 November 24, 2011 October 22, 2012 16.20 24.1 1,500 3,500 5 years (November 24, 2011~ November 23, 2016) 5 years (October 22, 2012~ October 21, 2017) 2 ~ 3 years 2 ~ 3 years |
Note Stock options under Plan 1 included those granted by Primax in May 2005, June and December 2006, and February and March 2007; those granted by Primax Holdings in January, May and November 2008; and those granted by the Company in November 2009.
Stock options under Plan 2 included those granted by Primax Holdings in January and May 2008, and those granted by the Company in November 2009.
Stock options under Plan 3 included those granted by the Company in November 2011 and October 2012.
The information on the outstanding employee stock options of Primax Holdings using the Black-Scholes option pricing model to measure the fair value at the grant date was as follows:
| Period of stock options | Plan 1 Plan 2 0.2 0.2 2.37~5 6~8 0.91677~1 0.91677~0.92827 |
|---|---|
| Exercise price of Primax Holdings’s stock options (USD) Expected time until expiration (years) Stock price per share of Primax Holdings (USD) |
(Continued)
45
PRIMAX ELECTRONICS LTD. Notes to the Financial Statements
| Period of stock options | Plan 1 Plan 2 34.78%~44.59% 38.98%~48.44% - - 2.439%~2.665% 2.509%~2.538% |
|---|---|
| Expected volatility of stock price Expected cash dividend rate Risk-free interest rate |
The Company applied the Black-Scholes option pricing model to measure the fair value of employee stock options granted in November 2009, 2011 and October 2012. The information on share-based payment was as follows:
| Plan 3 | Plan 3 | |||||
|---|---|---|---|---|---|---|
| Issued in | Issued in October | |||||
| Period of stock options | Plan 1 | Plan 2 | November 2011 | 2012 | ||
| Exercise price of stock options | 11.42 | 11.42 | 18.2 | 28.25 | ||
| (NT dollars) | ||||||
| Expected time until expiration | 5 | 8 | 5 | 5 | ||
| (years) | ||||||
| Stock price per share (NT dollars) | 16.50 | 16.50 | 26.02 | 28.25 | ||
| Expected volatility of stock price | 45.18% | 45.18% | 29.12% | 32.38%~34.61% | ||
| Expected cash dividend rate | - | - | 6% | 3.77% | ||
| Risk-free interest rate | 2.26% | 2.26% | 1.81% | 1.425% | ||
| 8) The incremental fair |
value resulting from the modification described | in section (4) above | ||||
| amounted to $55,308 (including the accrued retention bonus | of | $261,721). The | ||||
| measurement basis of | share-based payment as of December 30, 2008 (the modification | |||||
| date) was as follows: | ||||||
| Plan 1 | Plan 2 | |||||
| Before the | After the | Before the | After the | |||
| modification | modification | modification | modification | |||
| Granted options | Primax Holdings | the Company | Primax Holdings | the Company | ||
| Granted units | 7,365 | 21,654 | 2,331 | 6,853 |
The information on the stock options using the Black-Scholes option pricing model to measure the incremental fair value at the modification date was as follows:
| Exercise price Expected time until expiration (years) Stock price per share Expected volatility of stock price Expected dividend rate Risk-free interest rate |
Plan 1 Before the modification After the modification USD0.20 NT$11.42 (dollars) 0.39~3.89 0.39~3.89 USD1.12 NT$11.42 (dollars) 33.56%~45.36% 33.56%~45.36% - - 1.005%~1.5% 1.005%~1.5% |
Plan 2 Before the modification After the modification USD0.20 NT$11.42 (dollars) 3.51~5.85 3.51~5.85 USD1.12 NT$11.42 (dollars) 39.30%~45.36% 39.30%~45.36% - - 1.5%~1.95% 1.5%~1.95% |
|---|---|---|
| Before the modification |
||
| USD0.20 0.39~3.89 USD1.12 33.56%~45.36% - 1.005%~1.5% |
(Continued)
46
PRIMAX ELECTRONICS LTD. Notes to the Financial Statements
9) The related information on compensatory employee stock option plans was as follows:
| Outstanding on January 1 Granted during the year Forfeited during the year Exercised during the year Expired during the year Outstanding on December 31 Exercisable on December 31 |
2017 Weighted- average exercise price Stock options (in thousands) 22.16 957 - - 15.21 (301) 24.23 (656) - - - - - - |
2016 |
|---|---|---|
| Weighted- average exercise price 22.16 - 15.21 24.23 - - - |
Weighted- average exercise price Stock options (in thousands) 24.66 1,728 - - 25.20 (25 25.62 (746 - - 22.16 957 22.16 957 |
As of December 31, 2017 and 2016, the information on the employee stock option plans outstanding was as follows:
| Employee stock option plan 1 Employee stock option plan 2 Employee stock option plan 3 -Issued in November 2011 Employee stock option plan 3 -Issued in October 2012 Outstanding at end of year Weighted-average expected time remaining until expiration (years) |
December 31, 2017 December 31, 2016 - - - 211 - - - 746 - 957 - 0.82 |
|
|---|---|---|
(ii) Restricted stock
- 1) As of December 31, 2017, the outstanding restricted stock of the Company was as follows:
| Grant date Fair value on grant date (per share) Exercise price Granted units (thousand shares) Vesting period |
Plan 1 (note 1) | Plan 2 (note 1) Plan 3 (note 1) February 24, 2015 August 18, 2015 February 13, 2017 September 7, 2017 43.70 38.40 45.80 72.40 Free grants Free grants Free grants Free grants 1,225 1,775 2,450 550 1~3years (notes 2 and 3) 1~3 years (note 2) 1~3 years (note 2) 1~3 years (note 2) |
|---|---|---|
| October 1, 2013 November 20, 2013 February 10, 2014 July 17, 2014 22.80 25.15 27.30 52.00 Free grants Free grants Free grants Free grants 1,450 186 135 220 1~3 years (notes 2 and 3) 1~2 years (notes 3 and 4) 1~2 years (notes 3 and 4) 1~2 years (note 3) |
(Continued)
47
PRIMAX ELECTRONICS LTD. Notes to the Financial Statements
-
Note 1: Plan 1 –After the stockholders’ meeting on June 25, 2013, the Company decided to issue shares of restricted stock to those full-time employees who meet the Company’s requirements. The restricted stock has been registered with and approved by the Securities and Futures Bureau of the FSC. The board of directors’ meeting resolved to issue 1,450 thousand shares, 186 thousand shares, 135 thousand shares, and 220 thousand shares on August 13 and November 12, 2013, and January 22 and June 27, 2014, respectively.
-
Plan 2 –After the stockholders’ meeting on June 24, 2014, the Company decided to issue shares of restricted stock to those full-time employees who meet the Company’s requirements. The restricted stock has been registered with and approved by the Securities and Futures Bureau of the FSC. The board of directors’ meeting resolved to issue 1,225 thousand shares and 1,775 thousand shares on January 28 and August 13, 2015, respectively.
-
Plan 3 –After the shareholders’ meeting on June 20, 2016, the Company decided to issue shares of restricted stock to those full-time employees who meet the Company’s requirements. The restricted stock has been registered with and approved by the Securities and Futures Bureau of the FSC. The board of directors’ meeting resolved to issue 2,450 thousand shares and 550 thousand shares on January 23 and August 10, 2017, respectively.
-
Note 2: If the employees continue to provide service to the Company and meet the prior year’s performance indicator, 30% of the restricted stock shall be vested in year 1 after the grant date, and the remaining 30% and 40% shall be vested in year 2 and year 3, respectively, after the grant date.
-
Note 3: If the employees continue to provide service to the Company and meet the prior year’s performance indicator, 50% of the restricted stock shall be vested in year 1 after the grant date, and the remaining 50% shall be vested in year 2 after the grant date.
-
Note 4: If the employees continue to provide service to the Company and meet the prior year’s performance indicator, the restricted stock shall be vested in year 1 after the grant date.
The restricted stock is kept by a trust, which is appointed by the Company, before it is vested. These shares shall not be sold, pledged, transferred, gifted, or, by any other means, disposed of to third parties during the custody period. The voting rights of these shares are executed by the custodian, and the custodian will act based on law and regulations. If the shares remain unvested after the vesting period, the Company will cancel the unvested shares thereafter.
(Continued)
48
PRIMAX ELECTRONICS LTD. Notes to the Financial Statements
- 2) The related information on restricted stock of the Company was as follows:
| (Thousand shares) | 2017 | 2016 | |
|---|---|---|---|
| Outstanding on January 1 | 1,771 | 3,270 | |
| Granted during the year | 3,000 | - | |
| Forfeited during the year | - | - | |
| Vesting during the year | (743) | (1,214) | |
| Expired during the year | (94) | (285) | |
| Outstanding on December 31 | 3,934 | 1,771 | |
| Expenses and liabilities attributable to share-based payment | were as follows: | ||
| 2017 | 2016 | ||
| Restricted stock | $ | 79,420 | 43,182 |
| Salary payable: | |||
| Current | $ | - | 1,938 |
(iii) Expenses and liabilities attributable to share-based payment were as follows:
(q) Earnings per share
(i) Basic earnings per share
The calculation of basic earnings per share for the years ended December 31, 2017 and 2016, based on the profit and the weighted-average number of ordinary shares outstanding was as follows:
| Profit of the Company for the year Weighted-average number of ordinary shares (thousand shares) Basic earnings per share (NT dollars) |
2017 2016 $ 2,057,415 1,934,070 440,907 439,169 $ 4.67 4.40 |
|---|---|
Weighted-average number of ordinary shares (thousand shares)
| Ordinary shares on January 1 Exercise of employee stock options Vesting of restricted stock Ordinary shares on December 31 |
2017 2016 440,363 437,818 152 760 392 591 440,907 439,169 |
|
|---|---|---|
(Continued)
49
PRIMAX ELECTRONICS LTD. Notes to the Financial Statements
(ii) Diluted earnings per share
The calculation of diluted earnings per share for the years ended December 31, 2017 and 2016, based on the profit and the weighted-average number of ordinary shares outstanding after adjustment for the effects of all dilutive potential ordinary shares was as follows:
| Profit of the Company for the year Weighted-average number of ordinary shares (diluted / thousand shares) Diluted earnings per share (NT dollars) Weighted-average number of ordinary shares on December 31 (basic) Effect of employee stock options Estimated effect of employee stock bonuses Effect of restricted stock Weighted-average number of ordinary shares on December 31 (diluted) |
2017 2016 $ 2,057,415 1,934,070 444,846 443,212 $ 4.63 4.36 2017 2016 440,907 439,169 529 745 1,117 2,174 2,293 1,124 444,846 443,212 |
|---|---|
(r) Operating revenue
The details of operating revenue for the years ended December 31, 2017 and 2016, were as follows:
| Goods sold Services rendered Total |
2017 2016 $ 34,135,266 44,778,842 888,297 960,941 $ 35,023,563 45,739,783 |
|---|---|
- (s) Employee’s, directors’ and supervisors’ remuneration
In accordance with the Articles of incorporation, the Company should contribute 2 to 10 percent of the profit as employee remuneration and less than 2 percent as directors’ remuneration when there is profit for the year. However, if the Company has accumulated deficits, the profit should be reserved to offset the deficit. The recipients of shares and cash may include the employees of the Company’s affiliated companies who meet certain conditions.
Details of remuneration to employees and directors for the years ended December 31, 2017 and 2016, were as follows:
| Employee remuneration Directors’ remuneration |
2017 2016 $ 68,182 74,000 34,094 36,803 $ 102,276 110,803 |
|---|---|
(Continued)
50
PRIMAX ELECTRONICS LTD. Notes to the Financial Statements
The estimated amounts mentioned above are calculated based on the net profit before tax, excluding the remuneration to employees, directors and supervisors of each period, multiplied by the percentage of remuneration to employees, directors and supervisors as specified in the Company’s articles. These remunerations were expensed under operating costs or operating expenses during each period. The differences between the amounts distributed and those accrued in the financial statements, if any, are accounted for as changes in accounting estimates and recognized as profit or loss in the distribution year.
The differences between the amounts approved in the directors’ meeting and those recognized in the financial statements for the distributions of earnings for 2016 and 2015 were as follows:
| Employee remuneration Stock Cash Directors’ remuneration Employee remuneration Stock Cash Directors’ remuneration |
2016 | |
|---|---|---|
| Actual earnings distributed $ - 74,000 36,800 |
Accrued in the financial statements Difference - - 74,000 - 36,803 3 2015 |
|
| Actual earnings distributed $ - 78,500 32,000 |
Accrued in the financial statements Difference - - 78,269 (231) 31,907 (93) |
The differences were accounted for as changes in accounting estimates and recognized as profit or loss in the year 2017 and 2016. Information about the remuneration to employee and directors approved in the board of directors’ meetings can be accessed in the Market Observation Post System website.
(t) Other income
The other income for the years ended December 31, 2017 and 2016, were as follows:
| Interest revenue of cash in banks Rent revenue Cash dividend revenue |
2017 2016 $ 20,293 11,599 8,458 7,177 23,325 14,692 $ 52,076 33,468 |
|---|---|
(Continued)
51
PRIMAX ELECTRONICS LTD. Notes to the Financial Statements
(u) Other gains and losses
The details of other gains and losses for the years ended December 31, 2017 and 2016, were as follows:
| Net losses on financial assets/liabilities measured at fair value through profit or loss Foreign currency exchange gains, net Gains on sale of available-for-sale financial assets Gains on disposal of subsidiaries Compensation loss Other |
2017 2016 $ (10,012) (9,113) 57,284 160,646 330,887 140,969 - 248,006 - (180,000) 241,132 10,898 $ 619,291 371,406 |
|---|---|
- (v) Reclassification adjustments of components of other comprehensive income
The reclassification adjustment for other comprehensive income for the years ended December 31, 2017 and 2016 were as follows:
| Unrealized gains or losses of available-for-sale financial assets, net of tax: Net changes in fair value Net changes in fair value reclassified to profit or loss Net changes in fair value recognized in other comprehensive income |
2017 2016 $ (1,090) 251,675 (330,887) (140,969) $ (331,977) 110,706 |
|---|---|
- (w) Financial instruments
(i) Credit risk
The aging analysis of accounts, and other receivables (including related parties) that were past due but not impaired was as follows:
| Past due 0-30 days Past due 31-90 days Past due 91-180 days Past due 181-365 days Past due over a year |
December 31, 2017 December 31, 2016 $ 365,148 505,192 14,794 208,462 7,381 10,926 473 4,028 88,597 - $ 476,393 728,608 |
|---|---|
(Continued)
52
PRIMAX ELECTRONICS LTD. Notes to the Financial Statements
The Company assesses the uncollectible amount of accounts and other receivables (including related parties) based on the aging analysis, the collection history, the customers’ current financial status and the insurance status, and recognizes an allowance for doubtful debts accordingly. After the Company’s assessment, there is no significant change in the customers’ credit quality and the collectability of related receivables.
The movements in the allowance for the years ended December 31, 2017 and 2016, were as follows:
| Balance on January 1, 2017 Impairment loss recognized (reversal amount) Amounts written off Exchange differences on translation of foreign currency Balance on December 31, 2017 Balance on January 1, 2016 Impairment loss recognized Amounts written off Exchange differences on translation of foreign currency Balance on December 31, 2016 |
Individually assessed impairment $ - 66,591 - - $ 66,591 Individually assessed impairment $ - - - - $ - |
Collectively assessed impairment Total 76,977 76,977 (36,495) 30,096 - - (6,046) (6,046) 34,436 101,027 Collectively assessed impairment Total 19,647 19,647 57,778 57,778 - - (448) (448) 76,977 76,977 |
|---|---|---|
(ii) Liquidity risk
The following table shows the contractual maturities of financial liabilities:
| December 31, 2017 Non-derivative financial liabilities: Notes and accounts payable Accounts payable - related parties Other payables Long-term accounts payable to related parties Long-term borrowings Guarantee deposits Derivative financial liabilities: Outflow Inflow |
Carrying amount $ 28,195 8,339,013 1,334,403 423,944 218,888 160,639 103,107 - - $ 10,608,189 |
Contractual cash flows 28,195 8,339,013 1,334,403 423,944 221,752 160,639 - 3,187,373 (3,089,268) 10,606,051 |
Within 6 months 28,195 8,339,013 1,334,403 - 108,721 - - 3,187,373 (3,089,268) 9,908,437 |
6~12 months - - - - 28,532 - - - - 28,532 |
1~2 years - - - - 56,677 - - - - 56,677 |
2~5 years Over 5 years - - - - - - 423,944 - 27,822 - - 160,639 - - - - - - 451,766 160,639 |
|---|---|---|---|---|---|---|
(Continued)
53
PRIMAX ELECTRONICS LTD. Notes to the Financial Statements
| December 31, 2016 Non-derivative financial liabilities: Notes and accounts payable Accounts payable - related parties Other payables Long-term accounts payable to related parties Long-term borrowings Guarantee deposits Derivative financial liabilities: Outflow Inflow |
Carrying amount $ 783,593 9,352,640 1,520,893 781,263 601,111 125,703 150,430 - - $ 13,315,633 |
Contractual cash flows 783,593 9,352,640 1,520,893 781,263 609,653 125,703 - 2,766,941 (2,615,359) 13,325,327 |
Within 6 months 783,593 9,352,640 1,520,893 - 277,546 - - 2,766,941 (2,615,359) 12,086,254 |
6~12 months - - - - 110,096 - - - - 110,096 |
1~2 years - - - - 137,431 - - - - 137,431 |
2~5 years Over 5 years - - - - - - 781,263 - 84,580 - - 125,703 - - - - - - 865,843 125,703 |
|---|---|---|---|---|---|---|
The Company does not expect that the cash flows included in the maturity analysis could occur significantly earlier or at significantly different amounts.
-
(iii) Currency risk
-
1) Exposure to foreign currency risk
The Company’s significant exposure to foreign currency risk was as follows:
| Financial assets Monetary items USD:TWD Financial liabilities Monetary items USD:TWD |
December 31, 2017 Foreign currency Exchange rate TWD $ 348,026 29.848 10,387,878 339,620 29.848 10,136,980 |
December 31, 2017 Foreign currency Exchange rate TWD $ 348,026 29.848 10,387,878 339,620 29.848 10,136,980 |
December 31, 2016 | December 31, 2016 |
|---|---|---|---|---|
| Foreign currency $ 348,026 339,620 |
Exchange rate 29.848 29.848 |
Foreign currency 416,943 376,297 |
Exchange rat TWD 32.279 13,458,517 32.279 12,146,505 |
|
- 2) Sensitivity analysis
The Company’ s exposure to foreign currency risk arises from the translation of the foreign currency exchange gains and losses on cash and cash equivalents, accounts and other receivables (including related parties), loans and borrowings, notes and accounts payable (including related parties), and other payables (including related parties) that are denominated in foreign currency.
A weakening (strengthening) of 5% of the TWD against the USD as of December 31, 2017 and 2016, would have increased or decreased the net profit before tax by $12,545 and $65,601, respectively. The analysis is performed on the same basis for both periods.
(Continued)
54
PRIMAX ELECTRONICS LTD. Notes to the Financial Statements
3) Exchange gains and losses on monetary items
The Company’s exchange gains and losses on monetary items (including realized and unrealized) translated to the Company’s functional currency were as follows:
| TWD | 2017 Exchange gains and losses Average exchange rate $ 57,284 1 |
2016 |
|---|---|---|
| Exchange gains and losses $ 57,284 |
Exchange gains and losses Average exchange rate 160,646 1 |
(iv) Interest rate analysis
Please refer to note 6(x) for the interest rate exposure of financial assets and liabilities.
The following sensitivity analysis is based on the exposure to the interest rate risk of nonderivative financial instruments on the reporting date. Regarding liabilities with variable interest rates, the analysis is based on the assumption that the amount of liabilities outstanding at the reporting date was outstanding throughout the year. The rate of change is expressed as the interest rate increases or decreases by 0.25% when reporting to management internally, which also represents the Company management’ s assessment of the reasonably possible interest rate change.
If the interest rate had increased or decreased by 0.25%, and assumed all other variables remain constant the net profit before tax would have increased or decreased by $9,400 and by $10,374 for the years ended December 31, 2017 and 2016, respectively. This is mainly due to bank savings and borrowings with variable interest rates.
(v) Other price risk
If the market price of the equity securities had changed on the reporting date, the influence on other comprehensive income are as follows (The analysis is performed on the same basis for both periods, and assumes all other variable remain constant):
| Prices of securities at the reporting date | 2017 2016 Other comprehensive income after tax Other comprehensive income after tax $ - 58,640 $ - (58,640) |
|---|---|
| Increasing 10% Decreasing 10% |
(Continued)
55
PRIMAX ELECTRONICS LTD. Notes to the Financial Statements
(vi) Fair value
- 1) Kinds of financial instruments and fair value
The carrying amount and fair value of the Company’ s financial assets and liabilities, including the information on fair value hierarchy were as follows; however, for financial instruments not measured at fair value whose carrying amount is reasonably close to the fair value, and for equity investments that has no quoted prices in the active markets and whose fair value cannot be reliably measured, disclosure of fair value information is not required:
| Financial assets at fair value through profit or loss – current Available-for-sale financial assets – non-current Loans and receivables Cash and cash equivalents Notes and accounts receivable (including related parties) Other receivables Refundable deposits Total Financial liabilities at fair value through profit or loss – current Financial liabilities carried at amortized cost Borrowings Notes and accounts payable (including related parties) Other payables Long-term accounts payable to related parties Salary payable Guarantee deposits Total |
December 31, 2017 | December 31, 2017 | December 31, 2017 | |
|---|---|---|---|---|
| Carrying amounts $ 93,095 $ 397,252 $ 3,979,290 6,285,571 184,718 26,719 $ 10,476,298 $ 103,107 $ 218,888 8,367,208 1,828,968 423,944 206,129 160,639 $ 11,205,776 |
Fair Value | |||
| Level 1 - - - |
Level 2 - - - |
Level 3 Total 93,095 93,095 397,252 397,252 103,107 103,107 |
(Continued)
56
PRIMAX ELECTRONICS LTD. Notes to the Financial Statements
| Financial assets at fair value through profit or loss – current Available-for-sale financial assets – non-current Loans and receivables Cash and cash equivalents Notes and accounts receivable (including related parties) Other receivables Refundable deposits Total Financial liabilities at fair value through profit or loss – current Financial liabilities carried at amortized cost Borrowings Notes and accounts payable (including related parties) Other payables Long-term accounts payable to related parties Salary payable Guarantee deposits Total |
December 31, 2016 | December 31, 2016 | December 31, 2016 | |
|---|---|---|---|---|
| Carrying amounts $ 141,317 $ 873,921 $ 4,751,198 7,853,154 1,050,923 26,209 $ 13,681,484 $ 150,430 $ 601,111 10,136,233 2,331,760 781,263 359,279 125,703 $ 14,335,349 |
Fair Value | |||
| Level 1 - 586,404 - |
Level 2 - - - |
Level 3 Total 141,317 141,317 287,517 873,921 150,430 150,430 |
2) Valuation techniques for financial instruments measured at fair value
If a financial instrument has a quoted price in an active market, the quoted price is used as fair value. The quoted price of a financial instrument obtained from major exchanges and over-the counter markets are the basis used to determine the fair value of a listed company’s stock and the quoted prices in an active market.
A financial instrument is regarded as being quoted in an active market if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service or regulatory agency and those prices represent actual and regularly occurring market transactions on an arm’s-length basis. If these conditions can not be reached, then the market is non-active. In general, a market with low trading volume or high bid-ask spreads is an indication of a non-active market.
(Continued)
57
PRIMAX ELECTRONICS LTD. Notes to the Financial Statements
The Company uses the following methods in determining the fair value of its financial instruments without a quoted price in an active market:
-
a) The fair value of derivative instruments is based on quoted prices. When quoted prices are unavailable, the fair value is estimated on the basis of the contract’s spot exchange rate and swap point.
-
b) Available-for-sale financial assets – non-current are investments in domestic or foreign non-listed stock. If the price of capital increase by cash is reliable, the fair value will be estimated on the issuance price of ordinary shares, while others will be based on market approach of comparable business. For stocks in the emerging market, the estimated fair value is adjusted for the lack liquidity. When prices listed in the emerging market are available, the fair value is estimated on the basis of unadjusted prior trade prices.
-
3) There is no transferring of fair value hierarchy for 2017 and 2016.
-
4) Reconciliation of Level 3 fair values
| Balance on January 1 Recognized in profit or loss Recognized in other comprehensive income Acquisition / disposal Balance on December 31 |
2017 | Total 278,404 (10,012) 91,506 27,342 387,240 |
2016 Available for sale Total 16,297 42,584 - (9,113) (3,000) (3,000) 274,220 247,933 287,517 278,404 |
||
|---|---|---|---|---|---|
| Fair value through profit or loss $ (9,113) (10,012) - 9,113 $ (10,012) |
Available for sale 287,517 - 91,506 18,229 397,252 |
Fair value through profit or loss 26,287 (9,113) - (26,287) (9,113) |
- 5) Quantified information on significant unobservable inputs (Level 3) used in fair value measurement
The Company’ s financial instruments that use Level 3 inputs to measure fair value include “financial assets and liabilities at fair value through profit or loss”, “derivative financial instruments” and “ available-for-sale financial assets – equity investments” . Quantified information of significant unobservable inputs was as follows:
| Item Available-for-sale financial assets – equity securities not listed on emerging stock market |
Valuation technique Guideline Public Company method |
Significant unobservable inputs Inter-relationships between significant unobservable inputs and fair value Lack-of-Marketability Discount (10% on December 31, 2017) The Higher the Lack- of-Marketability Discount is, the lower the fair value will be |
|---|---|---|
(Continued)
58
PRIMAX ELECTRONICS LTD. Notes to the Financial Statements
| Item Available-for-sale financial assets – equity securities not listed on emerging stock market Financial assets and liabilities at fair value through profit or loss |
Valuation technique (note 1) (note 2) |
Significant unobservable inputs Inter-relationships between significant unobservable inputs and fair value (note 1) (note 1) (note 2) (note 2) |
|---|---|---|
-
note 1: The fair value is based on unadjusted prior trade prices, therefore there is no need to show the sensitivity analysis of unobservable inputs.
-
note 2: The fair value is based on the quotation of a third party, therefore there is no need to show the sensitivity analysis of unobservable inputs.
-
6) Sensitivity analysis for fair values of financial instruments using Level 3 Inputs
The Company’s fair value measurement on financial instruments is reasonable. However, the measurement would be different if different valuation models or valuation parameters are used. For financial instruments using level 3 inputs, if the valuation parameters changed, the impact on net income or loss and other comprehensive income or loss are as follows:
| December 31, 2017 Available-for- sale financial assets-equity securities listed on emerging stock market |
Input Discount of lack Marketability |
Other comprehensive income Variation Advantageous changes Disadvantageous changes ±10 %$ 37,468 (37,468) |
|---|---|---|
-
(x) Financial risk management
-
(i) Overview
The Company has exposure to the following risks from financial instruments:
-
1) Credit risk
-
2) Liquidity risk
-
3) Market risk
This note presents information on exposure to each of the above risks and on the objectives, policies, and processes for measuring and managing risk. For detailed information, please refer to the related notes on each risk.
(Continued)
59
PRIMAX ELECTRONICS LTD. Notes to the Financial Statements
(ii) Structure of risk management
The Company’ s risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company’s activities. The Company, through its training and management standards and procedures, aims to develop a disciplined and constructive control environment in which all employees understand their roles and obligations.
The board of directors oversees the management’ s monitoring of the Company’ s risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Company. The board of directors is assisted in its oversight role by an internal auditor. The internal auditor undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the board of directors.
(iii) Credit risk
Credit risk is the risk of financial loss to the Company if a customer or a counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Company’ s cash and cash equivalents, accounts and other receivables (including related parties), and derivative instruments.
1) Cash and cash equivalents
The Company had deposited $3,935,028 (including restricted deposits) in HSBC Bank and 8 other financial institutions, and $4,634,282 (including restricted deposits) in DBS Bank and 7 other financial institutions, representing 16% and 17% of total assets, as of December 31, 2017 and 2016, respectively. The Company believes that there is no significant credit risk from the above-mentioned financial institutions.
2) Accounts receivable
Sales to individual customers (including related parties) constituting over 10% of total revenue for the years ended December 31, 2017 and 2016, totaled 15% and 21%, respectively. As of December 31, 2017 and 2016, 10% and 7%, respectively, of the ending balance of accounts receivable (including related parties) was accounted for by those customers. In order to reduce credit risk, the Company assesses the financial status of the customers and the possibility of collection of receivables on a regular basis. The above-mentioned customers are profitable and have a good credit record, and the Company did not suffer any significant credit loss from those customers during the financial reporting period.
3) Derivative instruments
The Company entered into derivative instrument contracts with reputable and creditworthy financial institutions. The Company believes that the risk that these financial institutions may default on these contracts is relatively low and anticipates no significant credit loss.
(Continued)
60
PRIMAX ELECTRONICS LTD. Notes to the Financial Statements
(iv) Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company’s approach to managing liquidity is to ensure, as far as possible, that it always has sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’ s reputation.
The Company manages sufficient cash and cash equivalents so as to cope with its operations and mitigate the effects of fluctuations in cash flows. The Company had unused bank facilities of $8,966,896 and $10,044,220 as of December 31, 2017 and 2016, respectively.
(v) Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates, and equity prices, will affect the Company’ s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return.
1) Currency risk
The Company is exposed to currency risk on sales, purchases, and borrowings that are denominated in a currency other than the functional currency. These transactions are denominated in USD.
The Company uses forward exchange contracts and foreign exchange swap contracts to hedge its currency risk. The Company makes performance reports and reviews operating strategy regularly, and believes that there is no significant risk because the gains or losses from exchange rate fluctuation will mostly be offset by the hedged item.
2) Interest rate risk
The Company’s main assets and liabilities with a floating-interest-rate basis are deposits and borrowings. The Company believes that cash flow risk arising from interest rate fluctuation is insignificant.
- 3) Other market price risk
The Company is exposed to equity price risk due to the investments in listed equity securities. Those equity securities are strategic investments and is not held for trading. All of the equity securities have been disposed in 2017.
(y) Capital management
The board’ s policy is to maintain a strong capital base so as to maintain investor, creditor, and market confidence, and to sustain future development of the business. Capital consists of ordinary shares, capital surplus, retained earnings, other equity, and non-controlling interests.
(Continued)
61
PRIMAX ELECTRONICS LTD. Notes to the Financial Statements
The Company sets its objectives for managing capital to safeguard the capacity to continue to operate, to continue to provide a return to stockholders, to safeguard the interest of related parties, and to maintain an optimal capital structure to reduce the cost of capital.
The Company’s debt ratio as of December 31, 2017 and 2016, were 53% and 59%, respectively.
(7) Related-party transactions:
- (a) Parent company and ultimate controlling company
| Name of related party Primax Industries (Cayman Holding) Ltd. (Primax Cayman) Primax Technology (Cayman Holding) Ltd. (Primax Tech.) Destiny Technology Holding Co., Ltd. (Destiny BVI.) Primax Destiny Co., Ltd. (Destiny Japan) Diamond (Cayman) Holdings Ltd. (Diamond) Gratus Technology Corp. (Gratus Tech.) Primax Industries (Hong Kong) Ltd. (Primax HK) Tymphany Worldwide Enterprises Ltd. (TWEL) Dongguan Primax Electronic & Telecommunication Products Ltd. (PCH2) Primax Electronics (KS) Corp., Ltd. (PKS1) Primax Electronics (Chongqing) Corp., Ltd. (PCQ1) Polaris Electronics Inc.(Polaris) Destiny Electronic Corp. (Destiny Beijing) Premium Loudspeakers (Hui Zhou) Co., Ltd. (Premium Huizhou) Tymphany Acoustic Technology HK Ltd. (TYM Acoustic HK) Dongguan Tymphany Acoustic Technology Co., Ltd. (Tymphany Dongguan) TYMPHANY ACOUSTIC TECHNOLOGY (UK) LIMITED (TYM UK) Tymphany Acoustic Technology Europe, s.r.o. (TYM Acoustic Europe) TYP Enterprises, Inc.(TYP) Tymphany HK Ltd.(TYM HK) |
Relationship with the Group |
|---|---|
| A subsidiary A subsidiary A subsidiary A subsidiary A subsidiary A subsidiary A subsidiary A subsidiary A subsidiary A subsidiary A subsidiary A subsidiary A subsidiary A subsidiary A subsidiary A subsidiary A subsidiary A subsidiary A subsidiary A subsidiary |
(Continued)
62
PRIMAX ELECTRONICS LTD. Notes to the Financial Statements
Name of related party Tymphany Acoustic Technology Limited (TYM Acoustic) TYMPHANY LOGISTICS, INC (TYML) Dong Guan Dong Cheng Tymphany Acoustic Technology Co., Ltd. (TYDC)
Ya Xing Huang and his family members
Primax Electronics Korea Co., Ltd. (Primax Korea) Global TEK Fabrication Co., Ltd. (Global TEK) Global TEK Co., Ltd. (GT)
Global TEK Fabrication Co., Ltd.(Samoa) (GTF-S) GP Tech, Inc. (GP)
Global TEK Fabrication Co., Ltd. (HK) (GTF-HK)
Global TEK Co., Ltd (Samoa) (GTS)
-
WUXI GLOBAL TEK FABRICATION CO., LTD. (WUXI GLOBAL TEK)
-
GLOBAL TEK (XI’ AN) CO., LTD. (GLOBAL TEK XI’ AN)
-
GLOBAL TEK CO. (WUXI), LTD. (GLOBAL TEK WUXI)
Relationship with the Group
A subsidiary A subsidiary A subsidiary
-
Key management personnel of the subsidiary Global TEK. (The Company disposed parts of shares of Global TEK and lost control of the subsidiary in October 2016.)
-
A subsidiary (Primax Korea was closed and finished the liquidation process in March 2016)
-
A subsidiary (The Company disposed parts of shares of Global TEK and lost control of the subsidiary in October 2016.)
-
A subsidiary (The Company disposed parts of shares of Global TEK and lost control of the subsidiary in October 2016.)
-
A subsidiary (The Company disposed parts of shares of Global TEK and lost control of the subsidiary in October 2016.)
-
A subsidiary (The Company disposed parts of shares of Global TEK and lost control of the subsidiary in October 2016.)
-
A subsidiary (The Company disposed parts of shares of Global TEK and lost control of the subsidiary in October 2016.)
-
A subsidiary (The Company disposed parts of shares of Global TEK and lost control of the subsidiary in October 2016.)
-
A subsidiary (The Company disposed parts of shares of Global TEK and lost control of the subsidiary in October 2016.)
-
A subsidiary (The Company disposed parts of shares of Global TEK and lost control of the subsidiary in October 2016.)
-
A subsidiary (The Company disposed parts of shares of Global TEK and lost control of the subsidiary in October 2016.)
(Continued)
63
PRIMAX ELECTRONICS LTD. Notes to the Financial Statements
(b) Significant transactions with related-party
(i) Sales
The amounts of sales by the Company to related parties and the outstanding balances were as follows:
| follows: | ||
|---|---|---|
| Subsidiaries | Sales 2017 2016 $ 3,089,818 4,445,229 |
Accounts receivable – related parties |
| 2017 $ 3,089,818 |
December 31, 2017 December 31, 2016 29,181 513,446 |
The sales prices for related parties and other customers were not significantly different. The credit terms for other customers are within 90 days, but they can be lengthened for related parties.
(ii) Purchases
The amounts of purchases by the Company from related parties and the outstanding balances were as follows:
| PCH2 Primax HK PCQ1 Others (note) |
Purchases 2017 2016 $ 26,362,084 18,234,471 - 16,357,886 5,278,105 5,189,828 1,224,274 1,476,216 $ 32,864,463 41,258,401 |
Accounts payable – related parties |
|---|---|---|
| 2017 $ 26,362,084 - 5,278,105 1,224,274 $ 32,864,463 |
December 31, 2017 December 31, 2016 6,137,747 6,971,192 - - 1,748,395 1,922,281 452,871 459,167 8,339,013 9,352,640 |
Note: Individual amount not exceeding 10%.
The prices of purchases were determined based on the cost plus a reasonable profit margin. The payment terms of related parties and other vendors are 60 days to 360 days and 20 days to 120 days, respectively.
Accounts payable to subsidiaries over normal payment terms agreed by both sides was reclassified to long-term payable. On December 31, 2017 and 2016, long-term accounts payable to related parties were $423,944 and $781,263, respectively.
- (iii) Purchase of service
The amounts of purchase of service by the Company from its related parties and the outstanding balances were as follows:
| Subsidiaries | Purchase of service 2017 2016 $ 40,733 28,448 |
Purchase of service 2017 2016 $ 40,733 28,448 |
Other payables December 31, 2017 December 31, 2016 3,242 1,540 |
|---|---|---|---|
| 2017 $ 40,733 |
|||
| 28,448 |
(Continued)
64
PRIMAX ELECTRONICS LTD. Notes to the Financial Statements
- (iv) Receivable and payable on behalf of related parties
The other payables arising from receiving the equipment subsidy on behalf of subsidiaries amounted to $16,322 and $9,828 for the years ended December 31, 2017 and 2016.
The other receivables arising from the materials purchased on behalf of the subsidiaries amounted to $94,599 and $854,518 for the years ended December 31, 2017 and 2016.
-
- -
(v) Property transaction disposal of equity securities
Details of the Company’s disposal of its investment accounted by equity method to its related parties were as follows:
| Relationship | Account | 201 | 7 | Gains or losses from disposal - |
20 | 16 | ||
|---|---|---|---|---|---|---|---|---|
| Trading quantities - |
Trading targets - |
Proceeds from disposal - |
Trading quantities 11,020 (thousand) |
Trading targets Shares |
Proceeds from disposal (note) Gains or losses from disposal 549,347 164,785 |
|||
| Other related parties |
Investment using equity method |
Note: Pricing was based on the Global TEK’s financial statements audited by other auditors and the opinion for reasonable transaction price issued by Sosian accounting firm.
The Company had received all the proceeds as of December 31, 2016.
- (vi) Guarantees and endorsements
The amounts of guarantee the Company provided to subsidiaries were as follows:
| Purchasing of raw materials | December 31, 2017 December 31, 2016 $ 313,404 338,930 |
|---|---|
(vii) Lease
The Company leased out its investment properties to its subsidiaries as office buildings and entered into 15-years lease contract by reference of the rental price of the nearby offices. The rental income in 2017 and 2016 amounted to $9,914 and $8,640 and there were no receivables on December 31, 2017 and 2016. Please refer to note 6(l) for non-cancellable receivable.
- (c) Key management personnel compensation
| Short-term employee benefits Post-employment benefits Termination benefits Other long-term benefits Share-based payments |
2017 2016 $ 122,978 121,107 1,111 1,129 - - - - 40,783 17,088 $ 164,872 139,324 |
|---|---|
Please refer to note 6(p) for information related to share-based payments.
(Continued)
65
PRIMAX ELECTRONICS LTD. Notes to the Financial Statements
(8) Pledged assets: None
(9) Commitments and contingencies:
-
(a) For the detail of the Company’s guarantees provided to subsidiaries, please refer to notes 7 and 13.
-
(b) The following are savings accounts provided by the Company to the banks in order for the bank to issue a guarantee letter to customs as guarantee deposits.
| Guarantee letters | December 31, 2017 December 31, 2016 $ 6,000 6,000 |
|---|---|
- (c) Guarantee notes provided as part of agreements with banks to sell its accounts receivable and to acquire long-term borrowings were as follows:
| Sales of accounts receivable Long-term borrowings |
December 31, 2017 December 31, 2016 $ 724,878 2,805,777 $ 880,000 2,160,000 |
|---|---|
- (d) The Company entered into lease agreements for its office. Please refer to note 6(l) for future rent payables.
(10) Losses due to major disasters: None
(11) Subsequent events:
-
(a) According to the amendments to the “Income Tax Act” enacted by the office of the President of the Republic of China (Taiwan) on February 7, 2018, an increase in the corporate income tax rate from 17% to 20% is applicable upon filing the corporate income tax return commencing with 2018. This increase does not affect the amounts of the current or deferred income taxes recognized in 2017. However, it will increase the Company’s current or deferred tax charge accordingly in the future. If the new tax rate is applied in calculating the taxable temporary differences and tax losses recognized in 2017, the deferred tax assets and deferred tax liabilities would increase by $55,383 and $36,184, respectively.
-
(b) In order to expand the business scale and strengthen the Company’s competitiveness in the market, the board of directors’ meeting resolved to acquire 37% shares of Belfast Limited, a company that engages in the manufacturing of electric power steering system and adaptive front lighting system, with an approximate amount of USD$48,100 on November 10, 2017 by participating in its capital increase by cash, and purchasing its outstanding shares. Until March 13, 2018, this investment has been approved by Investment Commission, Ministry of Economics Affairs, ROC. (MOEA), and its amount USD$48,100 has been exported in January, 2018.
-
(c) Due to response to the capital expenditure for the property, plant and equipment in the future, and expanding the working capital of Premium Huizhou, the board of directors’ meeting resolved to increase its investment in Premium Huizhou amounting to USD$45,000 on March 13, 2018.
(Continued)
66
PRIMAX ELECTRONICS LTD. Notes to the Financial Statements
(12) Other:
Employee benefit, depreciation, and amortization expenses are summarized by function as below:
| By functio By item |
n 2017 |
n 2017 |
n 2017 |
2016 | 2016 | 2016 |
|---|---|---|---|---|---|---|
| Operating cost |
Operating expenses |
Total | Operating cost |
Operating expenses |
Total | |
| Employee benefits Salaries Labor and health insurance Pension Others Depreciation Amortization |
102,796 6,619 3,463 4,226 7 - |
1,135,525 73,508 41,858 52,820 16,630 23,337 |
1,238,321 80,127 45,321 57,046 16,637 23,337 |
153,736 6,883 3,699 5,963 7 - |
1,178,444 68,929 40,006 53,531 18,058 20,140 |
1,332,180 75,812 43,705 59,494 18,065 20,140 |
The average number of the Company’s employees for the years ended December 31, 2017 and 2016, was 811 and 783, respectively.
(13) Other disclosures:
- (a) Information on significant transactions:
The following were the information on significant transactions required by the Regulations for the Company:
(i) Loans to other parties:
| Number 1 2 3 |
Name of lender |
Name of borrower |
Account name |
Related party |
Highest balance of financing to other parties during the period |
Ending balance |
Actual usage amount during the period |
Range of interest rates during the period |
Purposes of fund financing for the borrower |
Transaction amount for business between two parties |
Reasons for short-term financing |
Allowance for bad debt |
Collateral | Collateral | Individual funding loan limits |
Maximum limit of fund financing |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Item | Value | |||||||||||||||
| PKS1 Tymphany Dongguan TYM HK |
The Company TYDC TYM Acoustic HK |
Other receivables Other receivables Other receivables |
Y〃〃 |
781,263 38,341 863,693 |
423,944 - 761,124 |
423,944 - 722,322 |
- 2% 2% |
Necessary to loan to other parties 〃〃 |
- - - |
Operating capital 〃Investment capital |
- - - |
- - - |
867,628 364,980 747,124 |
867,628 364,980 747,124 |
Note 1: After approval by the Board of directors, PKS1, Tymphany Dongguan and TYM HK can lend the individual and total amount shall not exceed its net worth in the latest financial statements to parent company and subsidiaries whose voting shares are 100% owned, directly or indirectly.
(ii) Guarantees and endorsements for other parties:
| (In Thous | ands of New Taiwan Dollars) | ands of New Taiwan Dollars) | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| No. | Name of guarantor |
Counter-party of guarantee and endorsement L Name Relationship with the Company |
imitation on amount of guarantees and endorsements for a specific enterprise |
Highest balance for guarantees and endorsements during the period |
Balance of guarantees and endorsements as of reporting date |
Actual usage amount during the period |
Property pledged for guarantees and endorsements (Amount) |
Ratio of accumulated amounts of guarantees and endorsements to net worth of the latest financial statements |
Maximum amount for guarantees and endorsements |
Parent company endorsements/ guarantees to third parties on behalf of subsidiary |
Subsidiary endorsements/ guarantees to third parties on behalf of parent company |
Endorsements/ guarantees to third parties on behalf of companies in Mainland China |
|
| Name | |||||||||||||
| 0 1 〃 |
The Company PCH2 〃 |
PCH2 PCQ1 PKS1 |
The subsidiary of Primax HK and Primax Tech. The same parent company 〃 |
3,415,582 1,501,202 1,501,202 |
338,930 193,674 167,398 |
313,404 131,331 164,164 |
- 16,938 56,552 |
- - - |
% 2.75 % 2.62 % 3.28 |
9,108,218 4,003,206 4,003,206 |
Y - - |
- - - |
Y Y Y |
(Continued)
67
PRIMAX ELECTRONICS LTD. Notes to Financial Statements
Note 1: The amount of the guarantee to a company shall not exceed 30% of the Company’s net worth in the latest financial statements. The total amount of the guarantee to total company shall not exceed 80% of the Company’s net worth in the latest financial statements.
Note 2: The amount of the guarantee to a company shall not exceed 30% of the PCH2 net worth in the latest financial statements. The total amount of the guarantee to total company shall not exceed 80% of the PCH2 net worth in the latest financial statements.
(iii) Securities held as of December 31, 2017 (excluding investment in subsidiaries, associates and joint ventures):
| Name of holder |
Category and name of security |
Relationship with company |
Account title |
Ending balance | Ending balance | Ending balance | Note | |
|---|---|---|---|---|---|---|---|---|
| Shares/Units (thousands) |
Carrying value |
Percentage of ownership (%) |
Fair value |
|||||
| The Company Primax Tech. |
Shares: Green Rich Technology Co., Ltd. WK Technology Fund IV LTD. Changing Information Technology Inc. Formosoft International Inc. Syntronix Corp. Ricavision International Inc. Global TEK Grove Ventures, L.P. Shares: Echo. Bahn. WK Global Investment III Ltd. |
- - - - - - - - - |
Available-for-sale financial asset-non- current 〃〃〃〃〃〃Available-for-sale financial asset-non- current 〃 |
359 230 179 53 6 917 5,510 - 400 473 |
2,000 2,004 2,102 - 49 - 374,680 16,417 397,252 - 5,745 5,745 |
3.59 0.38 1.62 0.76 0.02 2.04 9.18 2.73 11.90 1.32 |
2,000 2,004 2,102 - 49 - 374,680 16,417 - 5,745 |
(iv) Individual securities acquired or disposed of with accumulated amount exceeding the lower of TWD$300 million or 20% of the Company’s paid-in capital:
| Name of company |
Category and name of security |
Account name |
Name of counter- party |
Relationship with the company |
Beginning Balance | Beginning Balance | Purchases | Purchases | S | S | ales | Ending Balance | Ending Balance | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares (thousands) |
Amount | Shares (thousands) |
Amount | Shares (thousands) |
Price | Cost | Gain (loss) on disposal |
Shares (thousands |
) Amount |
|||||
| TYM Acoustic HK TYM HK TWEL TWEL TYM Acoustic Diamond |
Shares: TYM Acoustic Europe Premium Hui Zhou Premium Hui Zhou TYM HK TYM HK TWEL |
Investment accounted for using equity method 〃〃〃〃〃 |
Initial Offerings TWEL TYM HK TYM Acoustic HK TWEL UIDL, SC and XT |
None The Group 〃〃〃Substantive related parties |
- - - 144,395 - 38,501 |
- 410,738 - 1,540,112 - 2,904,380 |
187,800 - - - 144,395 16,500 |
653,796 - 569,138 - 714,258 723,139 |
- - - 144,395 - - |
- 569,138 - 714,258 - - |
- 643,733 - 837,712 - - |
- - (note 1) - - (note 1) - - |
187,800 - - - 144,395 55,001 |
545,980 (note 2) - 1,514,469 (note 2) - 747,124 (note 2) 3,187,565 (note 3) |
(Continued)
68
PRIMAX ELECTRONICS LTD. Notes to Financial Statements
| Name of company |
Category and name of security |
Account name |
Name of counter- party |
Relationship with the company ( |
Beginning Balance | Beginning Balance | Purchases | Purchases | Sa | Sa | les | Ending Balance | Ending Balance | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares thousands) |
Amount | Shares (thousands) |
Amount | Shares (thousands) |
Price | Cost | Gain (loss) on disposal |
Shares (thousands) |
Amount | |||||
| TWEL The Company PCH2 〃PCQ1 PKS1 |
Premium Hui Zhou Shares: Nien Made Enterprise Co., Ltd. Financial instruments of floating income and capital Money market fund of RMB Money market fund of RMB Money market fund of RMB |
〃Available- for-sale financial assets Held-for- trading financial assets 〃〃〃 |
TZBV, SC and Bochuang Initial offerings 〃〃〃〃 |
〃None 〃〃〃〃 |
- 1,763,621 - - - - |
586,768 586,404 - - - - |
- - - - - - |
- - 1,450,402 9,146,504 3,684,887 550,197 |
- 1,763,621 - - - - |
479,752 497,186 1,455,108 9,167,750 3,705,442 558,263 |
479,752 166,299 1,450,402 9,144,803 3,694,627 555,556 |
- 330,887 4,706 (note 3) 21,246 (note 3) 20,555 (note 3) 8,066 (note 3) |
- - - - - - |
1,514,469 (note 3) - - - - - |
- Note 1: The amount is the capital surplus derived from the differences between the selling price and the cost during the restructuring in the third quarter of 2017, in which there were no related gains (losses) of disposal.
Note 2: The differences between the ending balance and the purchasing price is the investment income (losses) accounted for using equity method, differences between purchasing price and net worth, as well as the capital increase and the adjustment of exchange differences on translation. Note 3: Gains of disposal include valuation and exchange differences on translation.
-
(v) Acquisition of individual real estate with amount exceeding the lower of TWD$300 million or 20% of the Company’s paid-in capital: None
-
(vi) Disposal of individual real estate with amount exceeding the lower of TWD$300 million or 20% of the Company’s paid-in capital: None
-
(vii) Related-party transactions for purchases and sales with amounts exceeding the lower of TWD$100 million or 20% of the Company’s paid-in capital:
| Name of company |
Related party | Nature of relationship |
Transaction details | Transaction details | Transaction details | Transactions wit from |
h terms different others |
Notes/Accounts receivable (payable) |
Notes/Accounts receivable (payable) |
Note | |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchase/ Sale |
Amount | Percentage of total purchases/sales |
Payment terms |
Unit price | Payment terms | Ending balance |
Percentage of total notes/accounts receivable (payable) |
||||
The Company〃〃〃〃〃Primax Cayman 〃 |
Primax Cayman PCH2 PKS1 PCQ1 Polaris TYM HK The Company PCH2 |
Subsidiary The subsidiary of Primax HK The subsidiary of Primax HK The subsidiary of Primax HK The subsidiary of Primax Tech The subsidiary of TYM Acoustic HK Parent The subsidiary of Primax HK |
Purchase Purchase Purchase Purchase (Sale) (Sale) (Sale) Purchase |
140,623 26,362,084 1,079,140 5,278,105 (2,886,921) (202,897) (140,623) 140,623 |
% - % 81 % 3 % 16 % (8) % (1) % (100) % 100 |
60 days〃360 days 60 days 90 days 60 days 〃〃 |
Price agreed by both side 〃〃〃〃〃〃〃 |
The same as general purchasing 〃〃〃The same as general selling 〃〃The same as general purchasing |
(31,085) (6,137,747) (421,786) (1,748,395) 22,202 6,979 31,085 (16,045) |
-% (73)% (5)% (21)% -% -% 100% (100)% |
(Continued)
69
PRIMAX ELECTRONICS LTD. Notes to Financial Statements
| Name of company |
Related party | Nature of relationship |
Transaction details | Transaction details | Transaction details | Transactions wit from |
h terms different others |
Notes/Accounts receivable (payable) |
Notes/Accounts receivable (payable) |
Note | |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchase/ Sale |
Amount | Percentage of total purchases/sales |
Payment terms |
Unit price | Payment terms | Ending balance |
Percentage of total notes/accounts receivable (payable) |
||||
PCH2〃PKS1 PCQ1 Polaris Premium Hui Zhou Tymphany Dongguan TYDC TYM Acoustic HK TYM HK 〃〃〃TYM Acoustic Europe |
The Company Primax Cayman The Company The Company The Company TYM HK TYM HK TYM HK TYM Acoustic Europe The Company Premium Hui Zhou Tymphany Dongguan TYDC TYM Acoustic HK |
The parent of Primax Cayman The parent of Primax HK The parent of Primax Cayman The parent of Primax Cayman The parent of Primax Tech. The subsidiary of TYM Acoustic HK The subsidiary of TYM Acoustic HK The subsidiary of TYM Acoustic HK Subsidiary The parent of Diamond The parent of TYM Acoustic HK The subsidiary of Premium Hui Zhou The subsidiary of Tymphany Dongguan Parent |
(Sale) (Sale) (Sale) (Sale) Purchase (Sale) (Sale) (Sale) Purchase Purchase Purchase Purchase Purchase (Sale) |
(26,362,084) (140,623) (1,079,140) (5,278,105) 2,886,921 (5,073,442) (11,102,092) (1,246,821) 1,281,595 202,897 5,073,442 11,102,092 1,246,821 (1,281,595) |
% (82) % - % (100) % (90) % 100 % (92) % (97) % (99) % 96 % 1 % 27 % 60 % 7 % (93) |
〃〃360 days 60 days 90 days 60 days 〃〃90 days 60 days 〃〃〃〃 |
〃〃〃〃〃〃〃〃〃〃〃〃〃〃 |
The same as general selling 〃〃〃The same as general purchasing The same as general selling 〃〃The same as general purchasing 〃〃〃〃〃 |
6,137,747 16,045 421,786 (note 1) 1,748,395 (22,202) 1,888,768 4,873,979 65,706 (437,898) (6,979) (1,888,768) (4,873,979) (65,706) 437,898 |
82% -% 100% 90% (100)% 93% 97% 80% (93)% -% (26)% (67)% (1)% 93% |
Note 1: Accounts receivables over payment terms have been classified as other receivables-non-current.
(viii) Receivables from related parties with amounts exceeding the lower of TWD$100 million or 20% of the Company’s paid-in capital:
| Name of company |
Counter-party | Nature of relationship |
Ending balance (note 2) |
Turnover rate |
Overdue | Overdue | Amounts received in subsequent period (note 1) |
Allowance for bad debts |
|---|---|---|---|---|---|---|---|---|
| Amount | Action taken | |||||||
| PCH2 PKS1 PCQ1 Premium Hui Zhou Tymphany Dongguan TYM Acoustic Europe |
The Company The Company The Company TYM HK TYM HK TYM Acoustic HK |
The parent of Primax Cayman The parent of Primax Cayman The parent of Primax Cayman The subsidiary of TYM Acoustic HK The subsidiary of TYM Acoustic HK Parent |
6,137,747 845,730 1,748,395 1,888,768 4,873,979 437,898 |
% 4.02 % 2.60 % 2.88 % 3.53 % 3.66 % 5.85 |
- 423,944 - - - - |
- Reclassify to Long-term payable, and enhance the control of receivables - - - - |
5,399,648 133,362 973,149 649,807 3,699,981 316,220 |
- - - - - - |
Note 1: Amounts were collected as of March 13, 2018.
(Continued)
70
PRIMAX ELECTRONICS LTD. Notes to Financial Statements
-
(ix) Trading in derivative instruments: Please refer to note 6(b) in the consolidated financial statements for the year ended December 31, 2017.
-
(b) Information on investees:
The following is the information on investees for the year ended December 31, 2017 (excluding information on investees in Mainland China):
| Name of investor |
Name of investee |
Location | Main | Original investment amount |
Original investment amount |
Balance as of Decembe | Balance as of Decembe | r 31, 2017 | Net income (losses) of investee |
Share of profits/losses of investee |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|
| businesses and products |
December 31, 2017 |
December 31, 2016 |
Shares (thousands) |
Percentage of ownership |
Carrying value |
||||||
| The Company 〃〃〃〃〃 |
Primax Cayman Primax Tech. Destiny BVI. Destiny Japan Diamond Gratus Tech. Total |
Cayman Islands Cayman Islands Virgin Island Japan Cayman Islands USA |
Holding company Holding company Holding company Market development and customer service Holding company Market development and customer service |
2,540,588 897,421 30,939 7,032 2,517,298 9,330 6,002,608 |
2,540,588 897,421 30,939 7,032 2,517,298 9,330 6,002,608 |
8,147,636 285,067 1,050 0.50 84,050 300 |
100.00 100.00 100.00 100.00 100.00 100.00 |
5,135,159 2,021,715 14,551 16,386 3,089,647 9,647 10,287,105 |
963,666 204,489 (10,972) 1,025 293,587 523 1,452,318 |
853,625 154,146 (10,972) 1,025 293,587 523 1,291,934 |
|
| Primax Cayman |
Primax HK | Hong Kong | Holding company and customer service |
2,375,164 | 2,375,164 | 602,817 | 100.00 | 5,346,825 | 967,397 | 967,397 | |
| Primax Tech. |
Polaris | USA | Sale of multi-function printers and computer peripheral devices |
52,680 | 52,680 | 1,600 | 100.00 | 373,193 | 8,712 | 8,712 | |
| Diamond | TWEL | Cayman Islands | Holding company | 2,711,450 | 2,515,800 | 55,001 | 100.00 | 3,187,565 | 500,879 | 298,734 | (note 3) |
| Premium Huizhou |
TYM Acoustic HK |
Hong Kong | Research and development, design, and sale of audio accessories, amplifiers and their components |
19,497 | - | 5,000 | 100.00 | 147,011 | (14,475) | (22,017) | (note 2) |
| TYM Acoustic HK 〃〃〃〃 |
TYM HK TYP TYM UK TYM Acoustic Europe Tymphany Acoustic |
Hong Kong USA United Kingdom Czech Taiwan |
Holding company and sale of audio accessories, amplifiers and their components Market development and customer service of amplifiers and their components Research and development, design of audio accessories, amplifiers and their components Manufacture, install and repair of audio accessories and their components Research and development, design, and sale of audio accessories, amplifiers and their components |
76,280 (note 1) 15 (note 1) 15,631 653,796 - |
- - - - - |
144,395 0.5 400 187,800 - |
100.00 100.00 100.00 100.00 100.00 |
747,124 8,200 16,624 545,980 - |
376,600 3,748 563 29,907 - |
20,869 892 563 29,907 - |
(note 2) (note 2) |
| TYM HK | TYML | USA | Sales of audio accessories, amplifiers and their components |
6,628 | 6,628 | 200 | 100.00 | 10,057 | 1,219 | 3,447 |
Note 1: The amount is the initial investment costs from the original stockholders prior to the acquisition of the Company through Diamond.
Note 2: The information is represented after the restructuring in the third quarter of 2017.
Note 3: The information is represented after the acquiring 30% of the capital from minority interest in the fourth quarter of 2017.
(Continued)
71
PRIMAX ELECTRONICS LTD. Notes to Financial Statements
(c) Information on investments in mainland China:
- (i) The names of investees in Mainland China, the main businesses and products, and other information:
| Name of investee |
Main businesses and products |
Total amount of paid-in capital |
Method of investment |
Accumulated outflow of investment from Taiwan as of January 1, 2017 (note 2) |
Investm | ent flows | Accumulated outflow of investment from Taiwan as of December 31, 2017 |
Net income (losses) of the investee |
Percentage of ownership |
Investment income (losses) |
Book value |
Accumulated remittance of earnings in current period |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Outflow | Inflow | |||||||||||
| PCH2 Destiny Beijing PKS1 PCQ1 Premium Hui Zhou Tymphany Dongguan TYDC |
Manufacture of multifunctional peripherals, computer mice, mobile phone accessories, consumer electronics products, and shredders Research and development of computer peripheral devices and software Manufacture of computer, peripherals and keyboards Manufacture of computer, peripherals and keyboards Research and development, design, and sale of audio accessories, amplifiers and their components 〃〃 |
2,037,050 40,353 891,956 572,472 1,311,036 149,240 91,360 |
Indirect investment through Primax Cayman and Primax Tech. Indirect investment through Destiny BVI. Indirect investment through Primax Cayman Indirect investment through Primax Cayman Indirect investment through Diamond 〃〃 |
1,773,902 33,893 710,138 645,580 2,711,436 16,140 - |
- - - - - - - |
- - - - - - - |
1,636,597 31,340 656,656 596,960 2,507,232 14,924 - |
613,116 (10,972) (35,216) 176,309 265,156 197,738 5,320 |
100% 100% 100% 100% 66.44% 66.44% 66.44% |
613,116 (10,972) (35,216) 176,309 194,561 129,391 3,432 |
5,004,008 14,547 867,628 1,076,168 1,514,469 242,493 64,726 |
- - - - - - - |
- Note 1: The above information on the exchange rate is as follows: HKD:TWD 3.8183; USD:TWD 29.8480; CNY:TWD 4.5680.
Note 2: The differences between the accumulated out flow of investments and paid in capital was derived from the currency exchange on translation, capital increase from retained earning and working capital.
(ii) Limitation on investment in Mainland China:
| Name of Company |
Accumulated Investment in Mainland China as of December 31, 2017 |
Investment Amounts Authorized by Investment Commission, MOEA |
Upper Limit on Investment |
|---|---|---|---|
| The Company | 5,526,547 | 6,282,248 | None(note) |
Note: The Company has received the Certificate issued by the Industrial Development Bureau, Ministry of Economic Affairs, allowing it to start the operating of its headquarters.
The above investment income (losses) in mainland China, except for PCH2, Destiny Beijing, PKS1, and PCQ1, which were based on financial statements audited by the Company’ s auditors, others were based on the audited results of other auditors.
(Continued)
72
PRIMAX ELECTRONICS LTD. Notes to Financial Statements
- (iii) Significant transactions:
The significant inter-company transactions with the subsidiaries in Mainland China, which were eliminated in the preparation of the consolidated financial statements, are disclosed in “Information on significant transactions”.
(14) Segment information:
Please refer to the Company’s consolidated financial statements for the year ended December 31, 2017, for details.
73
PRIMAX ELECTRONICS LTD.
Statement of cash and cash equivalents
December 31, 2017
(Expressed in thousands of New Taiwan Dollars)
| Item Cash on hand Checking accounts and demand deposits Time deposits |
Description Amount $ 451 2,600,847 USD46,167 thousand ; Exchange rate29.848 1,377,992 $ 3,979,290 |
|---|---|
Statement of accounts receivable
| Item Accounts receivable: Corporation P Corporation A Corporation U Other (individual amount not exceeding 5%) Total Less: Allowance for doubtful accounts Allowance for sales returns and discounts Net accounts receivable |
Description Amount Operating revenue $ 644,354 〃611,451 〃355,049 〃4,774,392 6,385,246 (101,027) (27,829) $ 6,256,390 |
|---|---|
74
PRIMAX ELECTRONICS LTD.
Statement of other receivables
December 31, 2017
(Expressed in thousands of New Taiwan Dollars)
| Item Other receivables -related partiesReceivables due to sale of accounts receivable Other (individual amount not exceeding 5%) Total |
Description Amount Payable on behalf of related parties $ 94,599 Remaining receivables due to sale of accounts receivable 81,751 8,368 $ 184,718 |
|---|---|
Statement of inventories
| Item Finished goods and merchandises Less: Provision for finished goods and merchandises Subtotal Raw material Less: Provision for raw material Subtotal Net amount |
Cost Net realizable value $ 2,179,971 2,164,677 (61,426) 2,118,545 9,948 10,285 (52) 2,174,962 9,896 $ 2,128,441 |
Cost Net realizable value $ 2,179,971 2,164,677 (61,426) 2,118,545 9,948 10,285 (52) 2,174,962 9,896 $ 2,128,441 |
|---|---|---|
| 2,164,677 10,285 2,174,962 |
75
PRIMAX ELECTRONICS LTD.
- Statement of changes in available-for-sale financial asset non-current
From January 1 to December 31, 2017
(Expressed in thousands of New Taiwan Dollars)
| Name of investee Green Rich Technology Co., Ltd. WK Technology Fund IV Ltd. Changing Information Technology Inc. Formosoft International Inc. Syntronix Corp. Global TEK Co., Ltd. Nien Made Enterprise Co., Ltd. Ricavision International Inc. Grove Ventures, L.P |
Beginning Balance Number of shares Amount 359 $ 4,000 512 3,820 179 2,802 53 646 6 749 5,510 275,500 1,764 586,404 917 - - - $ 873,921 |
Additions Number of shares Amount - - - - - - - - - - - - - - - - - 21,045 21,045 |
Disposal Number of shares Amount - - - - - - - - - - - - 1,764 (166,299) - - - - (166,299) |
Other adjustments (note) Number of shares Amount - (2,000) (282) (1,816) - (700) - (646) - (700) - 99,180 - (420,105) - - - (4,628) (331,415) |
Ending Balance Pledged Number of shares Amount or guaranteed 359 2,000 None 230 2,004 〃179 2,102 〃53 - 〃6 49 〃5,510 374,680 〃- - 〃917 - 〃- 16,417 〃397,252 |
|---|---|---|---|---|---|
| Number of shares - - - - - - - - - |
Number of shares - - - - - - 1,764 - - |
Number of shares - (282) - - - - - - - |
Note: Other adjustments comprise capital reduction to refund and unrealized gains or losses on available-for-sale financial assets.
76
PRIMAX ELECTRONICS LTD.
Statement of changes in investment accounted for using equity method
From January 1 to December 31, 2017
(Expressed in thousands of New Taiwan Dollars)
| Name of investee Primax Industries (Cayman Holding) Ltd. Primax Technology (Cayman Holding) Ltd. Destiny Technology Holding Co., Ltd Primax Destiny Co., Ltd. Diamond (Cayman) Holdings Ltd. Gratus Technology Corp. |
Beginning Balance Number of shares Amount 8,147,636 $ 4,336,069 285,067 1,922,225 1,050 26,320 0.5 16,146 84,050 3,007,259 300 9,875 $ 9,317,894 |
Additions Number of shares Amount - - - - - - - - - - - - - |
Disposal Number of shares Amount - - - - - - - - - - - - - |
Other adjustments Number of shares Amount (Note1) - 799,090 - 99,490 - (11,769) - 240 - 82,388 - (228) 969,211 |
Ending Balance Number of shares Percentage of holding shares Amount 8,147,636 % 100.00 5,135,159 285,067 % 100.00 2,021,715 1,050 % 100.00 14,551 0.5 % 100.00 16,386 84,050 % 100.00 3,089,647 300 % 100.00 9,647 10,287,105 |
Ending Balance Number of shares Percentage of holding shares Amount 8,147,636 % 100.00 5,135,159 285,067 % 100.00 2,021,715 1,050 % 100.00 14,551 0.5 % 100.00 16,386 84,050 % 100.00 3,089,647 300 % 100.00 9,647 10,287,105 |
Market value or book value Pledged of guaranteed 5,356,284 None 2,105,199 〃14,551 〃16,386 〃3,089,647 〃9,647 〃10,591,714 |
|---|---|---|---|---|---|---|---|
| Number of shares - - - - - - |
Number of shares - - - - - - |
Number of shares - - - - - - |
Number of shares 8,147,636 285,067 1,050 0.5 84,050 300 |
Percentage of holding shares % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 |
Note 1: Adjustments under equity method valuation.
77
PRIMAX ELECTRONICS LTD.
Statement of changes in property, plant and equipment
From January 1 to December 31, 2017
(Expressed in thousands of New Taiwan Dollars)
Please refer to note 6(g) for Property, plant and equipment.
Statement of changes in investment property
Please refer to note 6(h) for Investment property.
Statement of notes and accounts payable
| Item Corporation b Corporation a Other (individual amount not exceeding 5%) |
Description Amount Operating cost $ 19,300 〃8,079 816 $ 28,195 |
|---|---|
78
PRIMAX ELECTRONICS LTD.
Statement of other payables
December 31, 2017
(Expressed in thousands of New Taiwan Dollars)
| Item Expense payables Others (note) Total Note : individual amount |
Description Amount Payables for allowance for sales return and discount $ 737,212 Research and development expense for projects and inspection 450,387 Employee and director remuneration 340,128 Taxes related to income and tariff 132,174 Accounts payable for maintenance and equipment, labor and health insurance and employee benefits 169,067 $ 1,828,968 not exceeding 5% |
Description Amount Payables for allowance for sales return and discount $ 737,212 Research and development expense for projects and inspection 450,387 Employee and director remuneration 340,128 Taxes related to income and tariff 132,174 Accounts payable for maintenance and equipment, labor and health insurance and employee benefits 169,067 $ 1,828,968 not exceeding 5% |
|---|---|---|
79
PRIMAX ELECTRONICS LTD.
Statement of other current liabilities
December 31, 2017
(Expressed in thousands of New Taiwan Dollars)
| Item | Description | Amount | |
|---|---|---|---|
| Sales revenue received in advance | Advance sales receipts-non-related parties |
$ | 231,497 |
| Other (note) | 17,056 | ||
| Total | $ | 248,553 | |
| Note : individual amount not exceeding 5% |
Statement of other non-current liabilities
| Item | Amount | |
|---|---|---|
Deferred tax liabilities-non-current |
$ | 229,534 |
| Guarantee deposits | 160,639 | |
| Accrued pension liabilities | 68,412 | |
| Other (note) | 2,650 | |
| $ | 461,235 |
Note : individual amount not exceeding 5%
80
PRIMAX ELECTRONICS LTD.
Statement of long-term borrowings
December 31, 2017
(Expressed in thousands of New Taiwan Dollars)
| Creditor CTBC Bank The Export-Import Bank of the Republic of China Total |
Description Long-term borrowings 〃Less: Current portion |
Amount $ 80,000 138,888 (135,555) $ 83,333 |
Term of contract 2015.1~2018.1 2015.2~2020.2 |
Interest rate Pledged on guaranteed Note 1 None Note 2 〃 |
|---|---|---|---|---|
Note 1: Interest rate is calculated by US CD rate plus 0.30% per annum. Note 2: Interest rate is calculated by TAIBOR plus 0.48% per annum.
81
PRIMAX ELECTRONICS LTD.
Statement of operating revenue
From January 1 to December 31, 2017
(Expressed in thousands of New Taiwan Dollars)
| Item Operating revenue: Computer peripherals Non-Computer peripherals Less: Sales returns Sales discounts Net service revenue Net operating revenue |
Quantity (in thousands) Amount 79,715 $ 20,463,268 77,460 14,443,138 34,906,406 (65,261) (705,879) 34,135,266 888,297 $ 35,023,563 |
|---|---|
82
PRIMAX ELECTRONICS LTD.
Statement of operating costs
From January 1 to December 31, 2017
(Expressed in thousands of New Taiwan Dollars)
| Item | Amount | |
|---|---|---|
| Raw material On January 1, 2017 | $ | 102,736 |
| Add: Purchases | 662,710 | |
| Less: Raw material on December 31, 2017 | (9,948) | |
| Sales of raw material | (755,498) | |
| Raw material used | - | |
| Manufacturing overhead | 130,474 | |
| Manufacturing cost | 130,474 | |
| Add: Finished goods and merchandises on January 1, 2017 | 2,228,739 | |
| Purchases from triangular trade | 31,357,296 | |
| Gain on physical finished goods and merchandises | 725 | |
| Less: Finished goods and merchandises on December 31, 2017 | (2,179,971) | |
| Loss on disposal of inventories | (90,243) | |
| Cost of finished goods and merchandises | 31,447,020 | |
| Service costs | 470,196 | |
| Sales of raw material | 755,498 | |
| Loss on inventory valuation, obsolescence and physical inventories | 22,697 | |
| Loss on disposal of inventories | 90,243 | |
| Operating costs | $ | 32,785,654 |
83
PRIMAX ELECTRONICS LTD.
Statement of selling, administrative, research and development expenses
From January 1 to December 31, 2017
(Expressed in thousands of New Taiwan Dollars)
| Item Salaries Rent expense Travel allowance Service expense Storage fee Bad debt expense Freight expense Other expense (note) Total |
Selling expenses $ 268,875 17,542 40,825 31,084 58,603 30,096 35,133 123,357 $ 605,515 |
Administrative expenses Research and development expenses 256,997 609,653 23,139 48,870 11,317 64,071 65,013 13,522 - - - - 47 822 78,111 234,480 434,624 971,418 |
|---|---|---|
Note : individual amount not exceeding 5%