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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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1

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.

2

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 813
(4) Summary of significant accounting policies 1325
(5) Significant accounting assumptions and judgments, and major sources 2526
of estimation uncertainty
(6) Explanation of significant accounts 2661
(7) Related-party transactions 6164
(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 6670
(b) Information on investees 70
(c) Information on investments in mainland China 7172
(14) Segment information 72
9. Statement of major accounting items 73~83

3

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:

3-1

  1. 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.

  1. 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.

3-2

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:

  1. 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.

  2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

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

  4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the 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.

3-3

  1. 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.

  2. 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.

4

(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.

5

(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.

6

(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
$ 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.

7

(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.

8

(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)

9

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.

  • 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:

  • 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.

  • 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.

  • The designation and revocation of previous designations of certain financial assets and financial liabilities as measured at FVTPL.

  • The designation of certain investments in equity instruments not held for trading as at FVOCI.

(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:
  • 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”).

  • (b) Basis of preparation

  • (i) Basis of measurement

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

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

  • 2) Available-for-sale financial assets are measured at fair value; and

  • 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.

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

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

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

  • (iv) The asset is cash or a cash equivalent 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.

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

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

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

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

  • (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)

19

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:

  • 1) Buildings and additional equipment: 1 ~ 51 years

  • 2) Machinery and equipment: 1 ~4 years

  • 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

  • (k) Lease

  • (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)

24

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:

  • (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.

  • (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.

  • (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 receivablesrelated parties
Receivables 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 receiptsnon-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 liabilitiesnon-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%